10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period ended March 31, 2003

Commission file number 1-7310

The registrant meets the conditions set forth in General Instructions H (1) (a) and (b) of Form 10-Q and is, therefore, filing this Form with the reduced disclosure format.

MICHIGAN CONSOLIDATED GAS COMPANY

(Exact name of registrant as specified in its charter)

Michigan (State or other jurisdiction of incorporation or organization)	38-0478040 (I.R.S. Employer Identification No.)
2000 2nd Avenue, Detroit, Michigan (Address of principal executive offices)	48226-1279 (Zip Code)

313-235-4000
Registrant’s telephone number, including area code

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 (Exchange Act) during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No o

Indicate by check mark whether the registrant is an accelerated filer as defined in Rule 12b-2 of the Exchange Act.

Yes x No o

MICHIGAN CONSOLIDATED GAS COMPANY
QUARTERLY REPORT ON FORM 10-Q
QUARTER ENDED MARCH 31, 2003

TABLE OF CONTENTS

		PAGE
		NUMBER
DEFINITIONS			1
PART I — FINANCIAL INFORMATION
Item 1. Financial Statements
	Consolidated Statement of Operations		8
	Consolidated Statement of Financial Position		9
	Consolidated Statement of Cash Flows		10
	Consolidated Statement of Retained Earnings		11
	Notes to Consolidated Financial Statements		12
	Independent Accountants’ Report		14
Item 2. Management’s Narrative Analysis of the Results of Operations			4
Item 4. Controls and Procedures			7
PART II — OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K			15
SIGNATURE			16
CERTIFICATIONS			17

TABLE OF CONTENTS

DEFINITIONS
Item 2. Management’s Narrative Analysis of the Results of Operations
Item 4. Controls and Procedures
PART I — FINANCIAL INFORMATION
Item 1. Financial Statements
	Consolidated Statement of Operations
	Consolidated Statement of Financial Position
	Consolidated Statement of Cash Flows
	Consolidated Statement of Retained Earnings
	Notes to Consolidated Financial Statements
	Independent Accountants’ Report
PART II — OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
SIGNATURE
CERTIFICATIONS
Fourth Supplemental Indenture dated 02/15/03
Thirty-seventh Supplemental Indenture, 02/15/2003
Awareness Letter of Deloitte & Touche LLP
Chief Executive Officer Certification
Chief Financial Officer Certification

DEFINITIONS

Customer Choice	The choice program is a statewide initiative giving customers in Michigan the option to choose alternative suppliers for gas.
DTE Energy	DTE Energy Company and subsidiary companies.
End User Transportation	A gas delivery service historically provided to large-volume commercial and industrial customers who purchase natural gas directly from producers or brokerage companies. Under MichCon’s Customer Choice Program that began in 1999, this service is also provided to residential customers and small-volume commercial and industrial customers.
Enterprises	DTE Enterprises Inc. (formerly MCN Energy).
FERC	Federal Energy Regulatory Commission, a federal agency that determines the rates and regulations of interstate pipelines.
Gas Sales Program	A three-year program that ended in December 2001 under which MichCon’s gas sales rate included a gas commodity component that was fixed at $2.95 per Mcf.
Gas Storage	For MichCon, the process of injecting, storing and withdrawing natural gas from a depleted underground natural gas field.
GCR	A gas cost recovery mechanism authorized by the MPSC that was reinstated by MichCon in January 2002 permitting MichCon to pass on the cost of natural gas to its customers.
Intermediate Transportation	A gas delivery service provided to producers, brokers and other gas companies that own the natural gas, but are not the ultimate consumers.
MCN Energy	MCN Energy Group Inc. and subsidiary companies.
MichCon	Michigan Consolidated Gas Company, an indirect, wholly-owned natural gas distribution and intrastate transmission subsidiary of Enterprises.

1

MPSC	Michigan Public Service Commission.
Normal Weather	The average daily temperature within MichCon’s service area during a recent 30-year period.
SFAS	Statement of Financial Accounting Standards.
Units of Measurement:
Bcf	Billion cubic feet of gas.
Mcf	Thousand cubic feet of gas.
MMcf	Million cubic feet of gas.
/d	Added to various units of measure to denote units per day.

2

FORWARD-LOOKING STATEMENTS

Certain information presented herein includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve certain risks and uncertainties that may cause actual future results to differ materially from those contemplated, projected, estimated or budgeted in such forward-looking statements. There are many factors that may impact forward-looking statements including, but not limited to, the following:

• the effects of weather and other natural phenomena on operations and sales to customers;

• economic climate and growth in the geographic areas where we do business;

• environmental issues, including changes in the climate, and regulations;

• implementation of gas Customer Choice programs;

• implementation of gas utility restructuring in Michigan;

• employee relations;

• capital market conditions and access to capital markets and other financing efforts which can be affected by credit agency ratings;

• the timing and extent of changes in interest rates;

• the level of borrowings;

• changes in the cost of natural gas;

• effects of competition;

• impact of FERC and MPSC proceedings and regulations;

• changes in federal or state tax laws and their interpretations, including the code, regulations, rulings, court proceedings and audits;

• ability to recover costs through rates;

• property insurance;

• the cost of protecting assets against or damage due to terrorism; and

• changes in accounting standards and financial reporting regulations.

New factors emerge from time to time. We cannot predict what factors may arise or how such factors may cause our results to differ materially from those contained in any forward-looking statement. Any forward-looking statement speaks only as of the date on which such statements are made. We undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events.

3

MANAGEMENT’S NARRATIVE ANALYSIS OF THE RESULTS OF OPERATIONS

The Results of Operations discussion for MichCon is presented in accordance with General Instruction H(2)(a) of Form 10-Q.

MichCon reported net income of $74.7 million for the first quarter of 2003 compared to net income of $54.1 million in the 2002 first quarter. The increase was primarily due to higher weather related demand and a lower effective tax rate partially, offset by increased operation and maintenance cost.

Increase (Decrease) in Income Compared to Prior Year
(in Millions)
Operating revenues	$	61.6
Cost of gas		(36.6	)
Gross margin		25.0
Operation and maintenance		(11.9	)
Depreciation, depletion and amortization		1.3
Other (income) and deductions		1.2
Income tax provision		5.0
Net income	$	20.6

Operating revenues increased $61.6 million in the first quarter of 2003, reflecting increased contributions from weather related sales and higher Gas Cost Recovery (GCR) revenues.

	Quarter
Gas Markets (in Millions)	2003		2002
Gas Sales	$	561.1	$	526.3
End User Transportation		57.2		31.6
	$	618.3	$	557.9
Intermediate Transportation		13.4		12.1
Other		20.0		20.1
	$	651.7	$	590.1
Gas Markets (in Bcf)
Gas Sales		80.0		76.3
End User Transportation		60.8		48.1
		140.8		124.4
Intermediate Transportation		174.5		137.3
		315.3		261.7

4

Gas sales and end user transportation revenues in total increased $60.4 million in the 2003 first quarter due primarily to $27.7 million in weather related demand and an associated increase of $31.5 million in Gas Cost Recovery (GCR) revenues. Upon returning to the GCR mechanism in January 2002, MichCon has no commodity price risk associated with its prudently incurred gas costs. End user transportation volumes and revenues also reflect deliveries associated with a varying number of customers participating in the Customer Choice program. Customers participating in this program purchase gas from suppliers other than MichCon, while MichCon continues to deliver the gas to their premises. Accordingly, margins earned from selling gas and margins generated from providing end user transportation services to Customer Choice customers are the same.

Intermediate transportation revenues increased $1.3 million in the 2003 first quarter and intermediate transportation deliveries increased 37.2 billion cubic feet (Bcf) for the same period. A significant portion of the volume increase was due to increased weather demand and storage requirements combined with a volume increase attributable to customers who pay a fixed fee for intermediate transportation capacity regardless of actual usage. Although volumes associated with these fixed-fee customers may vary, the related revenues are not affected.

Cost of gas is affected by variations in sales volumes, cost of purchased gas and related transportation costs, and the effects of any permanent liquidation of inventory gas. Cost of gas sold increased by $36.6 million in the first quarter of 2003. The increase was due primarily to increased volumes due to colder weather in 2003. The average cost of gas sold increased $.19 per Mcf (3.9%) from the comparable 2002 period.

Operation and maintenance expenses increased $11.9 million for the 2003 first quarter compared to the same period in 2002 due to higher employee pension and health care benefit costs and increased costs associated with customer service process improvements. As a result of the continued increase in operating costs, MichCon expects to file a rate case in the latter half of 2003.

Other income and deductions decreased $1.2 million in the 2003 first quarter primarily due to lower interest expense associated with long term debt.

Income taxes decreased $5.0 million for the 2003 first quarter compared to the same period in 2002. The income tax provision was favorably affected by an increase in the amortization of tax benefits previously deferred in accordance with MPSC regulations.

5

CAPITAL RESOURCES AND LIQUIDITY

		Three Months
		March 31
		2003			2002
Cash and Cash Equivalents
(in Millions)
Cash Flow From (Used For)
	Operating activities	$	216		$	73
	Investing activities		(287	)		(19	)
	Financing activities		66			(58	)
Net Decrease in Cash and Cash Equivalents		$	(5	)	$	(4	)

Operating Activities

Net cash from operating activities increased $143 million due to increases in net income, utilization of gas in inventory and gas inventory equalization and a decrease in unbilled revenues, offset by increases in accounts receivable due to higher volumes.

Investing Activities

Net cash used for investing activities increased $268 million reflecting an increase in intercompany loans to DTE Energy, resulting from temporary excess cash.

Financing Activities

Net cash related to financing activities increased $124 million reflecting the issuance of $200 million in debt, partially offset by a reduction in short term borrowings, retirement of long-term debt and the payment of a dividend in the first quarter of 2003.

6

CONTROLS AND PROCEDURES

(a)	Evaluation of disclosure controls and procedures
	MichCon’s Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of MichCon’s disclosure controls and procedures (as defined in Exchange Act Rules 13a — 14(c) and 15d — 14(d)) as of a date within 90 days before the filing of this quarterly report, and have concluded that, as of the evaluation date, such controls and procedures were effective at ensuring that required information will be disclosed on a timely basis in reports filed under the Exchange Act.
(b)	Changes in internal controls
	There have been no significant changes (including corrective actions with regard to significant deficiencies or material weaknesses) in MichCon’s internal controls or in other factors that could significantly affect these controls subsequent to the evaluation date referenced in paragraph (a) above.

7

MICHIGAN CONSOLIDATED GAS COMPANY
CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited)

		Three Months
		March 31
(in Thousands)		2003			2002
Operating Revenues		$	651,666		$	590,062
Operating Expenses
	Cost of gas		420,722			384,092
	Operation and maintenance		78,080			66,229
	Depreciation, depletion and amortization		25,211			26,521
	Taxes other than income		16,536			16,570
			540,549			493,412
Operating Income			111,117			96,650
Other (Income) and Deductions
	Interest on long-term debt		13,994			13,632
	Other interest expense		452			1,951
	Interest income		(2,579	)		(3,443	)
	Equity in earnings of joint ventures		(572	)		(611	)
	Other		(323	)		596
			10,972			12,125
Income Before Income Taxes			100,145			84,525
Income Tax Provision			25,438			30,396
Net Income		$	74,707		$	54,129

See Notes to Consolidated Financial Statements

8

MICHIGAN CONSOLIDATED GAS COMPANY
CONSOLIDATED STATEMENT OF FINANCIAL POSITION

					March 31
					2003		December 31
(in Thousands)					(Unaudited)		2002
ASSETS
	Current Assets
			Cash and cash equivalents		$	1,642	$	7,025
			Accounts receivable
				Customer (less allowance for doubtful accounts of $30,348 and $26,894, respectively)		288,348		156,476
				Accrued unbilled revenues		72,673		116,061
				Other		73,030		73,233
		Accrued gas cost recovery revenue				70,370		21,706
		Notes receivable from affiliate				268,832		—
		Inventories
				Gas		8,388		54,623
				Material and supplies		15,405		14,460
		Other				32,398		53,193
						831,086		496,777
	Property, Plant and Equipment					3,120,907		3,108,176
			Less accumulated depreciation, depletion and amortization			1,744,054		1,722,746
						1,376,853		1,385,430
	Other Assets
			Other investments			80,889		79,355
			Notes receivable			83,967		84,220
			Regulatory assets			43,163		42,459
			Prepaid benefit costs and due from affiliate			301,959		291,834
			Other			34,473		31,194
						544,451		529,062
					$	2,752,390	$	2,411,269
LIABILITIES AND SHAREHOLDER’S EQUITY
	Current Liabilities
			Accounts payable		$	144,272	$	104,457
			Short-term borrowings			32,280		122,918
			Current portion of long-term debt, including capital leases			166,943		98,588
			Federal income, property and other taxes payable			48,064		32,391
			Regulatory liabilities			26,529		29,696
			Gas inventory equalization			150,241		—
			Other			60,718		83,015
						629,047		471,065
	Other Liabilities
			Deferred income taxes			133,609		129,912
			Regulatory liabilities			147,010		142,198
			Unamortized investment tax credit			21,638		22,100
			Accrued postretirement benefit costs			78,714		76,765
			Accrued environmental costs			17,292		17,535
			Other			44,928		34,165
						443,191		422,675
	Long-term debt, including capital lease obligations					778,804		678,101
	Commitments and Contingencies (Note 5)
	Shareholder’s Equity
			Common stock, $1 par value, 15,100,000 shares authorized, 10,300,000 shares issued and outstanding			10,300		10,300
			Additional paid in capital			430,356		430,643
			Retained earnings			460,692		398,485
						901,348		839,428
					$	2,752,390	$	2,411,269

See Notes to the Consolidated Financial Statements

9

MICHIGAN CONSOLIDATED GAS COMPANY
CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)

					Three Months Ended
					March 31
					2003			2002
(in Thousands)
Operating Activities
	Net income				$	74,707		$	54,129
	Adjustments to reconcile net income to net cash from operating activities
		Depreciation, depletion and amortization				25,211			26,521
		Deferred income taxes and investment tax credit, net				(2,558	)		15,502
		Changes in assets and liabilities:
			Accounts receivable, net			(131,669	)		(35,862	)
			Accrued unbilled revenues			43,388			5,458
			Inventories			45,289			4,161
			Property taxes assessed applicable to future periods			(7,641	)		8,617
			Prepaid benefit costs and due from affiliate			(7,633	)		(15,422	)
			Accrued gas cost recovery			(48,664	)		(55,157	)
			Accounts payable			39,815			28,585
			Gas inventory equalization			150,241			67,364
			Federal income, property and other taxes payable			13,802			7,186
			Other			21,136			(37,801	)
				Net cash from operating activities		215,424			73,281
Investing Activities
	Capital expenditures					(14,916	)		(19,241	)
	Notes receivable from affiliate					(268,832	)		—
	Other					(3,219	)		48
				Net cash used for investing activities		(286,967	)		(19,193	)
Financing Activities
	Issuance of long-term debt					199,274			—
	Redemption of long-term debt					(29,975	)		(969	)
	Short-term borrowings, net					(90,639	)		(57,009	)
	Dividends paid					(12,500	)		—
				Net cash from (used for) financing activities		66,160			(57,978	)
Net Decrease in Cash and Cash Equivalents						(5,383	)		(3,890	)
Cash and Cash Equivalents at Beginning of Period						7,025			3,929
Cash and Cash Equivalents at End of Period					$	1,642		$	39
Supplementary Cash Flow Information
	Interest paid (excluding interest capitalized)				$	14,051		$	14,210
	Income taxes paid				$	14,000		$	—

See Notes to Consolidated Financial Statements

10

MICHIGAN CONSOLIDATED GAS COMPANY
CONSOLIDATED STATEMENT OF RETAINED EARNINGS (Unaudited)

	March 31
	2003			2002
(in Thousands)
Balance — beginning of period	$	398,485		$	378,156
Net income		74,707			54,129
Common stock dividends declared		(12,500	)		—
Balance — end of period	$	460,692		$	432,285

See Notes to Consolidated Financial Statements

11

MICHIGAN CONSOLIDATED GAS COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 — GENERAL

These consolidated financial statements should be read in conjunction with the notes to the consolidated financial statements included in our 2002 Annual Report to the Securities and Exchange Commission on Form 10-K.

The accompanying consolidated financial statements are prepared using accounting principles generally accepted in the United States of America. These accounting principles require us to use estimates and assumptions that impact the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities. Actual results could differ from those estimates.

The consolidated financial statements are unaudited, but in our opinion, include all adjustments necessary for a fair statement of the results for the interim periods. Financial results for this interim period are not necessarily indicative of the results that may be expected for any other interim period or for the fiscal year.

We reclassified some prior year balances to match the current year’s presentation.

NOTE 2 — NEW ACCOUNTING PRONOUNCEMENTS

Asset Retirement Obligations

On January 1, 2003, we adopted SFAS No. 143, “Accounting for Asset Retirement Obligations,” which requires the fair value of an asset retirement obligation be recognized in the period in which it is incurred. It applies to legal obligations associated with the retirement of long-lived assets resulting from the acquisition, construction, development and (or) the normal operation of a long-lived asset. When a new liability is recorded, an entity capitalizes the costs of the liability by increasing the carrying amount of the related long-lived asset. The liability is accreted to its present value each period, and the capitalized cost is depreciated over the useful life of the related asset. Upon settlement of the liability, an entity settles the obligation for its recorded amount or incurs a gain or loss upon settlement. The adoption of SFAS No. 143 had an immaterial impact on the consolidated financial statements.

SFAS No. 143 also requires the quantification of the estimated cost of removal obligations, arising from other than legal obligations, which have been accrued through depreciation charges. At January 1, 2003 we estimated that we had approximately $400 million of previously accrued asset removal costs related to our regulated operations, for other than legal obligations, included in accumulated depreciation.

NOTE 3 — REGULATORY MATTERS

Gas Industry Restructuring

Through December 2001, MichCon was operating under an MPSC-approved Regulatory

12

Reform Plan, which included a comprehensive experimental three-year gas Customer Choice program, a Gas Sales Program and an income sharing mechanism. MichCon returned to a GCR mechanism in January 2002 when the Gas Sales Program expired. Under the GCR mechanism, the gas commodity component of MichCon’s gas sales rates is designed to recover the actual costs of gas purchases. In December 2001, the MPSC issued an order that permitted MichCon to implement GCR factors up to $3.62 per Mcf for January 2002 billings and up to $4.38 per Mcf for the remainder of 2002. The order also allowed MichCon to recognize a regulatory asset of approximately $14 million representing the difference between the $4.38 factor and the $3.62 factor for volumes that were unbilled at December 31, 2001. The regulatory asset will be subject to the 2002 GCR reconciliation process. As of December 31, 2002, MichCon has accrued a $22 million regulatory asset representing the under-recovery of actual gas costs incurred. In July 2002, in response to a petition for rehearing filed by the Michigan Attorney General, the MPSC directed the parties to address MichCon’s implementation of the December 2001 order and the impact of that implementation on rates charged to MichCon’s customers. On March 12, 2003, the MPSC issued an order in MichCon’s 2002 GCR plan case. The MPSC ordered MichCon to reduce its gas cost recovery expenses by $26.5 million for purposes of calculating the 2002 GCR factor due to MichCon’s decision to utilize storage gas during 2001 that resulted in a gas inventory decrement for the 2001 calendar year. Although MichCon recorded a $26.5 million reserve in 2002 to reflect the impact of this order, a final determination of actual 2002 revenue and expenses including any disallowances or adjustment will be decided in MichCon’s 2002 GCR reconciliation case. In addition, we filed an appeal of the March 12, 2003 MPSC order with the Michigan Court of Appeals.

In December 2001, the MPSC also approved MichCon’s application for a voluntary, expanded permanent gas Customer Choice program, which replaced the experimental program that expired in March 2002. Effective April 2002, up to 40% of MichCon’s customers could elect to purchase gas from suppliers other than MichCon. Effective April 2003, up to 60% of customers are eligible and by April 2004, all of MichCon’s 1.2 million customers can participate in the program. The MPSC also approved the use of deferred accounting for the recovery of implementation costs of the gas Customer Choice program. As of March 2003, approximately 160,000 customers are participating in the gas Customer Choice program.

NOTE 4 — LONG TERM DEBT

In February 2003, MichCon issued $200 million of 5.7% senior notes due in March 2033. The proceeds were used for debt redemption and general corporate purposes.

NOTE 5 — CONTINGENCIES

We are involved in certain legal (including commercial matters), administrative and environmental proceedings before various courts, arbitration panels and governmental agencies concerning claims arising in the ordinary course of business. These proceedings include certain contract disputes, environmental reviews and investigations, and pending judicial matters. We cannot predict the final disposition of such proceedings. We regularly review legal matters and record provisions for claims that are considered probable of loss. The resolution of pending proceedings is not expected to have a material effect on our financial statements in the period they are resolved.

See Note 3 for a discussion of contingencies related to Regulatory Matters.

13

INDEPENDENT ACCOUNTANTS’ REPORT

To the Board of Directors and Shareholder of
Michigan Consolidated Gas Company

We have reviewed the accompanying condensed consolidated statement of financial position of Michigan Consolidated Gas Company and subsidiaries as of March 31, 2003, and the related condensed consolidated statements of operations, cash flows, and retained earnings for the three-month periods ended March 31, 2003 and 2002. These financial statements are the responsibility of Michigan Consolidated Gas Company’s management.

We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and of making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with auditing standards generally accepted in the United States of America, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to such condensed consolidated financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with auditing standards generally accepted in the United States of America, the consolidated statement of financial position of Michigan Consolidated Gas Company and subsidiaries as of December 31, 2002, and the related consolidated statements of operations, cash flows and retained earnings for the year then ended (not presented herein); and in our report dated February 11, 2003 (March 12, 2003 as to Note 17), we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated statement of financial position as of December 31, 2002 is fairly stated, in all material respects, in relation to the consolidated statement of financial position from which it has been derived.

/s/ DELOITTE & TOUCHE LLP

Detroit, Michigan
May 2, 2003

14

PART II — OTHER INFORMATION

EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

Exhibit
Number	Description
4-3	Fourth Supplemental Indenture, dated as of February 15, 2003, establishing the 5.70% Senior Notes, Series A due 2033
4-4	Thirty-seventh Supplemental Indenture, dated as of February 15, 2003, establishing the 5.70% collateral bonds due 2033
15-6	Awareness Letter of Deloitte & Touche LLP
99-9	Chief Executive Officer Certification of Periodic Report
99-10	Chief Financial Officer Certification of Periodic Report

(b)	Reports on Form 8-K
	We filed a report on Form 8-K during the first quarter ended March 31, 2003 dated February 11, 2003.

15

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		MICHIGAN CONSOLIDATED GAS COMPANY
Date: May 14, 2003	By:	/s/ DANIEL G. BRUDZYNSKI
		Daniel G. Brudzynski
		Chief Accounting Officer,
		Vice President and Controller

16

FORM 10-Q CERTIFICATION

I, Anthony F. Earley, Jr., Chairman, President, Chief Executive and Chief Operating Officer of Michigan Consolidated Gas Company, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Michigan Consolidated Gas Company;
2.	Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3.	Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4.	The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

(a)	designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
(b)	evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and
(c)	presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

(a)	all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
(b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6. The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

/s/ ANTHONY F. EARLEY, JR	Date: May 14, 2003
Anthony F. Earley, Jr. Chairman, President, Chief Executive and Chief Operating Officer of Michigan Consolidated Gas Company

17

FORM 10-Q CERTIFICATION

I, David E. Meador, Senior Vice President and Chief Financial Officer of Michigan Consolidated Gas Company, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Michigan Consolidated Gas Company;
2.	Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3.	Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4.	The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

(a)	designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
(b)	evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and
(c)	presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

(a)	all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
(b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6. The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

/s/ DAVID E. MEADOR	Date: May 14, 2003
David E. Meador Senior Vice President and Chief Financial Officer of Michigan Consolidated Gas Company

18

Michigan Consolidated Gas Company
Quarterly Report on Form 10-Q for Quarter Ended March 31, 2003
File No. 1-7310

Exhibit Index

Exhibit
Number	Description
4-3	Fourth Supplemental Indenture, dated as of February 15, 2003, establishing the 5.70% Senior Notes, Series A due 2033
4-4	Thirty-seventh Supplemental Indenture, dated as of February 15, 2003, establishing the 5.70% collateral bonds due 2033
15-6	Awareness Letter of Deloitte & Touche LLP
99-9	Chief Executive Officer Certification of Periodic Report
99-10	Chief Financial Officer Certification of Periodic Report

EX-4.3 3 k76803exv4w3.txt FOURTH SUPPLEMENTAL INDENTURE DATED 02/15/03 EXHIBIT 4-3 ================================================================================ FOURTH SUPPLEMENTAL INDENTURE FROM MICHIGAN CONSOLIDATED GAS COMPANY TO CITIBANK, N.A. TRUSTEE ----------- Dated as of February 15, 2003 SUPPLEMENT TO INDENTURE Dated as of June 1, 1998 Providing for 5.70% Senior Notes, 2003 Series A due 2033 ================================================================================ This FOURTH SUPPLEMENTAL INDENTURE is made as of the 15th day of February, 2003, by and between MICHIGAN CONSOLIDATED GAS COMPANY, a corporation duly organized and existing under the laws of the State of Michigan (the "Company"), and CITIBANK, N.A., a national banking association incorporated and existing under and by virtue of the laws of the United States of America, as trustee (the "Trustee"). RECITALS OF THE COMPANY: WHEREAS, the Company has heretofore executed and delivered to the Trustee an Indenture, dated as of June 1, 1998 (the "Original Indenture"), as amended, supplemented and modified (as so amended, supplemented and modified, the "Indenture"), providing for the issuance by the Company from time to time of its senior debt securities (the "Securities"); and WHEREAS, the Company desires to provide for the issuance of a series of its Securities pursuant to the Indenture; and WHEREAS, the Company, in the exercise of the power and authority conferred upon and reserved to it under the provisions of the Original Indenture, including Section 10.1 thereof, and pursuant to appropriate resolutions of the Board of Directors, has duly determined to make, execute and deliver to the Trustee this Supplemental Indenture to the Original Indenture as permitted by Section 2.1 and Section 3.1 of the Original Indenture in order to establish the form or terms of, and to provide for the creation and issue of, a series of its Securities under the Original Indenture, which shall be known as the "5.70% Senior Notes, 2003 Series A due 2033" (the "Senior Notes"); and WHEREAS, all things necessary to make such Securities, when executed by the Company and authenticated and delivered by the Trustee or any Authenticating Agent and issued upon the terms and subject to the conditions hereinafter and in the Original Indenture set forth against payment therefor, the valid, binding and legal obligations of the Company and to make this Supplemental Indenture a valid, binding and legal agreement of the Company, have been done; NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE that, in order to establish the terms of a series of Securities, and for and in consideration of the premises and of the covenants contained in the Original Indenture and in this Supplemental Indenture and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, it is mutually covenanted and agreed as follows: Article I RELATION TO INDENTURE; DEFINITIONS Section 1.01. This Supplemental Indenture constitutes an integral part of the Indenture. Section 1.02. For all purposes of this Supplemental Indenture: 2 (a) Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Indenture; (b) All references herein to Articles and Sections, unless otherwise specified, refer to the corresponding Articles and Sections of this Supplemental Indenture; and (c) The terms "hereof," "herein," "hereby," "hereto," "hereunder," and "herewith" refer to this Supplemental Indenture. Article II THE SECURITIES This Supplemental Indenture hereby establishes a series of Securities, known as and entitled "5.70% Senior Notes, 2003 Series A due 2033." The aggregate principal amount of the Securities shall be limited initially to Two Hundred Million Dollars ($200,000,000) (except for Senior Notes authenticated and delivered upon transfer of, or in exchange for, or in lieu of, other Senior Notes); provided that the Company may, without the consent of the Holders, "reopen" the series of Senior Notes so as to increase the aggregate principal amount of the Senior Notes in compliance with the procedures set forth in the Original Indenture, including Section 3.1 and Section 3.3 thereof, and subject to limitations, if any, on the Company's ability to issue Collateral Bonds securing the additional Senior Notes, so long as any such additional Senior Notes have the same tenor and terms as the Senior Notes then Outstanding. The Senior Notes are not subject to repayment at the option of Holders thereof and are not subject to any sinking fund. As provided in the form of Senior Notes attached hereto as Appendix I, the Senior Notes are subject to optional redemption, as a whole or in part, by the Company prior to the Stated Maturity of the principal thereof on the terms set forth therein. Except as modified in the form of the Senior Notes, redemptions shall be effected in accordance with Article Twelve of the Original Indenture. The Senior Notes shall have such other terms and provisions as are set forth in the form of the Senior Notes attached hereto as Appendix I (which is incorporated by reference in and made a part of this Supplemental Indenture as if set forth in full at this place). The Senior Notes shall be issuable only in fully registered form and, as permitted by Section 3.1 and Section 3.2 of the Original Indenture, in denominations of $1,000 and integral multiples thereof. The Senior Notes will initially be issued in global form (the "Global Notes") under a book-entry system, registered in the name of The Depository Trust Company, as depository ("DTC"), or its nominee, which is hereby designated as "U.S. Depositary" under the Indenture. Further to Section 3.5 of the Original Indenture, any Global Note shall be exchangeable for Senior Notes registered in the name of, and a transfer of a Global Note may be registered to, any Person other than the U.S. Depositary for such Senior Note or its nominee only if (i) such U.S. Depositary notifies the Company that it is unwilling or unable to continue as U.S. Depositary for such Global Note or if at any time such U.S. Depositary ceases to be a clearing agency registered under the Exchange Act, and, in either such case, the Company does not appoint a successor U.S. Depositary within 90 days thereafter, (ii) the Company executes and 3 delivers to the Trustee a Company Order that such Global Note shall be so exchangeable and the transfer thereof so registrable or (iii) there shall have occurred and be continuing an Event of Default or an event which, with the giving of notice or lapse of time, or both, would constitute an Event of Default with respect to the Senior Notes. Upon the occurrence in respect of any Global Note of any or more of the conditions specified in clause (i), (ii) or (iii) of the preceding sentence, such Global Note may be exchanged for Senior Notes registered in the name of, and the transfer of such Global Note may be registered to, such Persons (including Persons other than the U.S. Depositary and its nominees) as such U.S. Depositary, in the case of an exchange, and the Company, in the case of a transfer, shall direct. Article III TRANSFER OF COLLATERAL BONDS The Company hereby issues, delivers and transfers to the Trustee in connection with the issuance of the Senior Notes, Two Hundred Million Dollars ($200,000,000) aggregate principal amount of a related issue of Collateral Bonds of the Company designated "First Mortgage Bonds, 5.70% Collateral Bonds due 2033" (the "Related Issue of Collateral Bonds" and, together with all other First Mortgage Bonds issued under the First Mortgage Indenture as security for Securities issued under the Indenture, "Collateral Bonds"), which has been fully registered in the name of the Trustee in such capacity, to be held in trust for the benefit of the Holders from time to time of the Senior Notes as security for any and all obligations of the Company in respect of the Senior Notes of this series under the Indenture, this Supplemental Indenture and the Senior Notes, including but not limited to (1) the full and prompt payment of the interest on, principal of, and premium, if any, on the Senior Notes when and as the same shall become due and payable in accordance with the terms and provisions of the Indenture and this Supplemental Indenture and the Senior Notes, either at the Stated Maturity, upon acceleration of the maturity or upon redemption of the Senior Notes, and (2) the full and prompt payment of any interest on the Senior Notes when and as the same shall become due and payable in accordance with the terms and provisions of the Indenture and this Supplemental Indenture and the Senior Notes. The Trustee shall enforce all of its rights under the First Mortgage Indenture as a holder of the Related Issue of Collateral Bonds transferred to it as provided in this Article III for the benefit of the Holders of the Senior Notes and the proceeds of the enforcement of such rights shall be applied by the Trustee to satisfy the Company's obligations under the Indenture, this Supplemental Indenture and the Senior Notes. The Company shall make payments of the principal of, and premium or interest on, the Related Issue of Collateral Bonds to the Trustee, which payments shall be applied by the Trustee to satisfaction of all obligations then due on the Senior Notes. The Related Issue of Collateral Bonds shall not be sold or transferred by the Trustee until the earlier of the Release Date or the prior retirement of the Senior Notes through redemption, repurchase or otherwise. The "Release Date" shall be the date that all First Mortgage Bonds of the Company issued and outstanding under the First Mortgage Indenture, other than the Collateral Bonds, have been retired (at, before or after the maturity thereof) through payment, redemption or otherwise, provided that no default or Event of Default has occurred and, at such time, is continuing under the Indenture. 4 Article IV COVENANTS Section 4.01. The covenant set forth in Section 11.10 of the Indenture shall apply to the Senior Notes only from and after the Release Date (unless Substituted Collateral Bonds are issued to secure the Senior Notes from and after the Release Date); provided, that, in any case, the Company may issue, assume or guarantee Indebtedness secured by a Lien not otherwise permitted under Section 11.10 so long as it effectively secures the Senior Notes equally and ratably with such Indebtedness. Section 4.02. The covenant set forth in Section 11.11 of the Indenture shall apply to the Senior Notes only from and after the Release Date (unless Substituted Collateral Bonds are issued to secure the Senior Notes from and after the Release Date). Article V MISCELLANEOUS Section 5.01. The Trustee has accepted the amendment of the Indenture effected by this Supplemental Indenture and agrees to execute the trust created by the Indenture as hereby amended, but only upon the terms and conditions set forth in the Indenture, including the terms and provisions defining and limiting the liabilities and responsibilities of the Trustee, and without limiting the generality of the foregoing, the Trustee shall not be responsible in any manner whatsoever for or with respect of any of the recitals or statements contained herein, all of which recitals or statements are made solely by the Company, or for or with respect to (a) the validity or sufficiency of this Supplemental Indenture or any of the terms or provisions hereof, (b) the proper authorization hereof by the Company by corporate action or otherwise, and (c) the due execution hereof by the Company. Section 5.02. This Supplemental Indenture and the Senior Notes shall be construed in connection with and as a part of the Indenture and shall be governed by the laws (other than the choice of law provisions) of the State of New York. Section 5.03. (a) If any provision of this Supplemental Indenture conflicts with another provision of the Indenture required to be included in indentures qualified under the Trust Indenture Act of 1939, as amended (as enacted prior to the date of this Supplemental Indenture), by any of the provisions of Section 310 to 317, inclusive, of said act, such required provision shall control. 5 (b) In case any one or more of the provisions contained in this Supplemental Indenture or in the Senior Notes issued hereunder should be invalid, illegal, or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected, impaired, prejudiced or disturbed thereby. Section 5.04. Whenever in this Supplemental Indenture either of the parties hereto is named or referred to, such name or reference shall be deemed to include the successors or assigns of such party, and all the covenants and agreements contained in this Supplemental Indenture by or on behalf of the Company or by or on behalf of the Trustee shall bind and inure to the benefit of the respective successors and assigns of such parties, whether so expressed or not. Section 5.05. (a) This Supplemental Indenture may be simultaneously executed in several counterparts, and all such counterparts executed and delivered, each as an original, shall constitute but one and the same instrument. (b) The descriptive headings of the several Articles of this Supplemental Indenture were formulated, used and inserted in this Supplemental Indenture for convenience only and shall not be deemed to affect the meaning or construction of any of the provisions hereof. 6 IN WITNESS WHEREOF, MICHIGAN CONSOLIDATED GAS COMPANY has caused this Supplemental Indenture to be executed by its duly authorized Officer and its corporate seal to be hereunto affixed, and CITIBANK, N.A., as Trustee as aforesaid, has caused this Supplemental Indenture to be executed by one of its authorized signatories, as of February 15, 2003. MICHIGAN CONSOLIDATED GAS COMPANY By: /s/N.A. Khouri Name: N.A. Khouri Title: Vice President and Treasurer CITIBANK, N.A., as Trustee By: /s/Wafaa Orfy Name: Wafaa Orfy Title: Vice President 7 CUSIP: 594457 BT9 No. R-1 $200,000,000 THIS NOTE IS IN GLOBAL FORM WITHIN THE MEANING OF THE SENIOR INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A U.S. DEPOSITARY OR A NOMINEE OF A U.S. DEPOSITARY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR A NOTE IN CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE U.S. DEPOSITARY TO A NOMINEE OF THE U.S. DEPOSITARY OR BY A NOMINEE OF THE U.S. DEPOSITARY TO THE U.S. DEPOSITARY OR ANOTHER NOMINEE OF THE U.S. DEPOSITARY OR BY THE U.S. DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY. Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Company (as defined below) or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. MICHIGAN CONSOLIDATED GAS COMPANY 5.70% Senior Notes 2003 Series A due 2033 Principal Amount: $200,000,000 Authorized Denomination: $1,000 Regular Record Date: close of business on the 15th calendar day (whether or not a Business Day) prior to the relevant Interest Payment Date Original Issue Date: February 20, 2003 Stated Maturity: March 15, 2033 Interest Payment Dates: March 15 and September 15 of each year, commencing September 15, 2003 Interest Rate: 5.70% per annum MICHIGAN CONSOLIDATED GAS COMPANY, a corporation duly organized and existing under the laws of the State of Michigan (the "Company", which term includes any successor corporation under the Senior Indenture hereinafter referred to), for value received, I-1 hereby promises to pay to Cede & Co. or registered assigns, at the office or agency of the Company in The City of New York, New York, the principal sum of TWO HUNDRED MILLION DOLLARS ($200,000,000) on March 15, 2033 (the "Stated Maturity"), in the coin or currency of the United States, and to pay interest thereon from the Original Issue Date shown above, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually in arrears on each Interest Payment Date as specified above, commencing on September 15, 2003 and on the Stated Maturity at the rate per annum shown above (the "Interest Rate") until the principal hereof is paid or made available for payment and 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 the Senior Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered on the Regular Record Date as specified above next preceding such Interest Payment Date; provided that any interest payable at Stated Maturity or on a Redemption Date will be paid to the Person to whom principal is payable. Except as otherwise provided in the Senior Indenture, 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 Senior Note is registered at the close of business on a Special Record Date for the payment of such defaulted Interest to be fixed by the Senior Trustee, notice whereof shall be given to Holders of Securities of this series 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, if any, on which the Securities of this series shall be listed, and upon such notice as may be required by any such exchange, all as more fully provided in the Senior Indenture. Payments of interest on this Senior Note will include interest accrued to but excluding the respective Interest Payment Dates. Interest payments for this Senior Note shall be computed and paid on the basis of a 360-day year of twelve 30-day months. The Company shall pay interest on overdue principal and premium, if any, and, to the extent lawful, on overdue installments of interest at the rate per annum borne by this Senior Note. In the event that any Interest Payment Date, Redemption Date or Maturity Date is not a Business Day, then the required payment of principal, premium, if any, and interest will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay). "Business Day" means any day other than a day on which banking institutions in The State of New York or the State of Michigan are authorized or obligated pursuant to law or executive order to close. Payment of principal of, premium, if any, and interest on the Securities of this series shall be made 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. Payments of principal of, premium, if any, and interest on Securities of this series represented by a Global Security shall be made by wire transfer of immediately available funds to the Holder of such Global Security, provided that, in the case of payments of principal and premium, if any, such Global Security is first surrendered to the Paying Agent (as defined in the Senior Indenture). If any of the Securities of this series are no longer represented by a Global Security, (i) payments of principal, premium, if any, and interest due at the Stated Maturity or earlier redemption of such Securities shall be made at the office of the Paying Agent upon surrender of such Securities to the Paying Agent, and (ii) payments of interest shall be made, at the option of the Company, subject to such surrender where applicable, (A) by check mailed to the address of the Person entitled thereto as such I-2 address shall appear in the Security Register or (B) by wire transfer at such place and to such account at a banking institution in the United States as may be designated in writing to the Senior Trustee at least sixteen (16) days prior to the date for payment by the Person entitled thereto. UNTIL THE RELEASE DATE (AS DEFINED ON THE REVERSE HEREOF), THIS SENIOR NOTE SHALL BE SECURED BY FIRST MORTGAGE BONDS (THE "FIRST MORTGAGE BONDS") ISSUED AND DELIVERED BY THE COMPANY TO THE SENIOR TRUSTEE (AS DEFINED ON THE REVERSE HEREOF) UNDER THE COMPANY'S TWENTY-NINTH SUPPLEMENTAL INDENTURE DATED AS OF JULY 15, 1989, PROVIDING FOR THE RESTATEMENT OF THE INDENTURE OF MORTGAGE AND DEED OF TRUST DATED AS OF MARCH 1, 1994 BETWEEN THE COMPANY AND CITIBANK, N.A. (THE "MORTGAGE TRUSTEE"), AS SUPPLEMENTED BY THE THIRTY-SEVENTH SUPPLEMENTAL INDENTURE (AS SO SUPPLEMENTED, THE "MORTGAGE INDENTURE"). ON THE RELEASE DATE, THE SENIOR NOTES SHALL CEASE TO BE SECURED BY SUCH FIRST MORTGAGE BONDS AND, AT THE COMPANY'S OPTION, EITHER (i) SHALL BECOME UNSECURED GENERAL OBLIGATIONS OF THE COMPANY OR (ii) SHALL BE SECURED BY FIRST MORTGAGE BONDS UNDER A SECURED MORTGAGE INDENTURE OTHER THAN THE MORTGAGE INDENTURE. Reference is made to the further provisions of this Senior Note set forth herein. Such further provisions shall for all purposes have the same effect as though fully set forth at this place. This Senior Note shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been manually signed by the Senior Trustee under the Senior Indenture referred to on the reverse hereof. IN WITNESS WHEREOF, MICHIGAN CONSOLIDATED GAS COMPANY has caused this instrument to be duly executed under its corporate seal. Dated: February 20, 2003 MICHIGAN CONSOLIDATED GAS COMPANY By: ------------------------------------- Name: N.A. Khouri Title: Vice President and Treasurer Attest: By: -------------------- Susan E. Riske Title: Assistant Corporate Secretary I-3 CERTIFICATION OF AUTHENTICATION Dated: This is one of the Securities of the series designated therein referred to in the within-mentioned Senior Indenture. CITIBANK, N.A., as Trustee By: ------------------------------ Authorized Signatory I-4 MICHIGAN CONSOLIDATED GAS COMPANY 5.70% Senior Notes 2003 Series A due 2033 1. Senior Indenture. (a) This Senior Note is one of the duly authorized issue of Securities of the Company (hereinafter called the "Securities") of the series hereinafter specified, all issued or to be issued under and pursuant to an Indenture, dated as of June 1, 1998, as supplemented by the First Supplemental Indenture, dated as of June 18, 1998, the Second Supplemental Indenture, dated as of June 9, 1999, the Third Supplemental Indenture, dated as of August 15, 2001 and the Fourth Supplemental Indenture dated as of February 15, 2003, between the Company and the Trustee (as so supplemented, the "Senior Indenture"), duly executed and delivered by the Company to Citibank, N.A., as Trustee (herein called the "Senior Trustee," which term includes any successor trustee under the Senior Indenture), to which Senior Indenture reference is hereby made for a description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Senior Trustee, the Company and the Holders of the Securities. The Securities may be issued in one or more series, which different series may be issued in various aggregate principal amounts, may mature at different times, may bear interest, if any, at different rates, may be subject to different redemption provisions (if any) and may be subject to different sinking, purchase or analogous funds (if any) and may otherwise vary as provided in the Senior Indenture. This Security is one of the series designated as the "5.70% Senior Notes, 2003 Series A due 2033" (the "Senior Notes") of the Company. (b) The Senior Indenture contains provisions for defeasance at any time of the entire indebtedness of the Senior Notes or certain covenants with respect thereto upon compliance by the Company with certain conditions set forth therein. 2. Transfer. No service charge will be made for any transfer or exchange of Senior Notes, but payment will be required of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. The Company shall not be required (a) to issue, transfer or exchange any Senior Notes during a period beginning at the opening of business fifteen (15) days before the day of the mailing of a notice pursuant to Section 12.4 of the Indenture identifying the serial numbers of the Senior Notes to be called for redemption, and ending at the close of business on the day of the mailing, or (b) to transfer or exchange any Senior Notes theretofore selected for redemption in whole or in part, except the unredeemed portion of any Note redeemed in part. 3. Redemption at the Company's Option. The Senior Notes shall be subject to redemption at the option of the Company, in whole at any time or in part from time to time (any such date of optional redemption, a "Redemption Date" for purposes of the Indenture), at an optional redemption price (which shall be a "Redemption Price" for purposes of the Indenture) equal to the greater of (i) 100% of the principal amount of the Senior Notes to be redeemed and (ii) the sum of the present values of the principal amount of the Senior Notes to be redeemed and the remaining scheduled payments of interest on the principal amount of the Senior Notes to be redeemed (exclusive of interest accrued to the related Redemption Date) until Stated Maturity, in each case discounted from their respective scheduled payment dates to such Redemption Date on I-5 a semiannual basis (assuming a 360-day year consisting of 30-day months) at the Adjusted Treasury Rate (as defined below) plus 30 basis points, plus in either case, accrued interest thereon to the date of redemption. "Adjusted Treasury Rate" means, with respect to any Redemption Date, the rate per annum equal to the semiannual yield to maturity of the Comparable Treasury Issue, calculated on the third Business Day preceding such Redemption Date, using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date. "Comparable Treasury Issue" means the United States Treasury security determined by the Reference Treasury Dealer selected by the Company as having a maturity comparable to the remaining term of the Senior Notes that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity with the remaining term of the Senior Notes. "Comparable Treasury Price" means, with respect to any Redemption Date, (i) the average of the Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if the Senior Trustee obtains fewer than three such Reference Treasury Dealer Quotations, the average of all such quotations, or (iii) if only one Reference Treasury Dealer Quotation is received, such quotation. "Reference Treasury Dealer" means each of: (i) UBS Warburg LLC, Banc One Capital Markets, Inc. and Barclays Capital Inc. (or their respective affiliates which are Primary Treasury Dealers), and their respective successors; provided, however, that if any of the foregoing cease to be a primary U.S. Government securities dealer in The City of New York (a "Primary Treasury Dealer"), the Company shall substitute therefore another Primary Treasury Dealer; and (ii) any other Primary Treasury Dealer(s) selected by the Senior Trustee after consultation with the Company. "Reference Treasury Dealer Quotation" means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Senior Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Senior Trustee by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding such Redemption Date. Unless the Company defaults in payment of the applicable Redemption Price, on and after the applicable Redemption Date interest will cease to accrue on the principal amount of the Senior Notes called for redemption. If money sufficient to pay the applicable Redemption Price with respect to the principal amount of and accrued interest on the principal amount of the Senior Notes to be redeemed on the applicable Redemption Date is deposited with the Senior Trustee or Paying Agent on or before the related Redemption Date and certain other conditions are satisfied, then on or after such date, interest will cease to accrue on the principal amount of the Senior Notes called for redemption. I-6 If the Senior Notes are only partially redeemed by the Company, the Senior Trustee shall select which Senior Notes are to be redeemed in a manner it deems fair and appropriate in accordance with the terms of the Indenture. In the event of redemption of the Senior Notes in part only, a new Senior Note or Notes for the unredeemed portion will be issued in the name or names of the Holders thereof upon the surrender thereof. The Senior Notes will not have a sinking fund. Notice of redemption shall be given as provided in Section 12.4 of the Indenture. Any redemption of less than all of the Senior Notes shall, with respect to the principal thereof, be divisible by $1,000. 4. Security; Release Date. Prior to the Release Date (as hereinafter defined), the Senior Notes shall be secured by First Mortgage Bonds designated as 5.70% Collateral Bonds due 2033 (the "Collateral Bonds"), delivered by the Company to the Senior Trustee for the benefit of the Holders of the Senior Notes. Prior to the Release Date, the Company shall make payments of the principal of, and premium, if any, and or interest on, the Collateral Bonds to the Senior Trustee, which payments shall be applied by the Senior Trustee to satisfaction of all obligations then due on the Senior Notes. Reference is made to the Mortgage Indenture and the Senior Indenture for a description of the rights of the Senior Trustee as holder of the Collateral Bonds, the property mortgaged and pledged under the Mortgage Indenture and the rights of the Company and of the Mortgage Trustee in respect thereof, the duties and immunities of the Mortgage Trustee and the terms and conditions upon which the Collateral Bonds are secured and the circumstances under which additional First Mortgage Bonds may be issued. FROM AND AFTER SUCH TIME AS ALL FIRST MORTGAGE BONDS (OTHER THAN COLLATERAL BONDS) ISSUED UNDER THE MORTGAGE INDENTURE HAVE BEEN RETIRED THROUGH PAYMENT, REDEMPTION OR OTHERWISE AT, BEFORE OR AFTER THE MATURITY THEREOF (THE "RELEASE DATE"), THE COLLATERAL BONDS SHALL CEASE TO SECURE THE SENIOR NOTES IN ANY MANNER PROVIDED THAT NO DEFAULT OR EVENT OF DEFAULT HAS OCCURRED AND AT SUCH TIME IS CONTINUING UNDER THE SENIOR INDENTURE. IN CERTAIN CIRCUMSTANCES PRIOR TO THE RELEASE DATE AS PROVIDED IN THE SENIOR INDENTURE, THE COMPANY IS PERMITTED TO REDUCE THE AGGREGATE PRINCIPAL AMOUNT OF A SERIES OF COLLATERAL BONDS HELD BY THE TRUSTEE, BUT IN NO EVENT PRIOR TO THE RELEASE DATE TO AN AMOUNT LESS THAN THE AGGREGATE OUTSTANDING PRINCIPAL AMOUNT OF THE SERIES OF SENIOR NOTES INITIALLY ISSUED CONTEMPORANEOUSLY WITH SUCH COLLATERAL BONDS. 5. Effect of Event of Default. In case an Event of Default with respect to the Senior Notes shall occur and be continuing, the unpaid principal of the Senior Notes may be declared due and payable, in the manner, with the effect and subject to the conditions provided in the Senior Indenture. I-7 6. Amendments and Waivers. The Senior Indenture may be modified by the Company and the Senior Trustee without consent of any Holder with respect to certain matters as described in the Indenture. In addition, the Senior 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 the Securities of each series to be affected under the Senior Indenture at any time by the Company and the Senior Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of each series to be affected. The Senior Indenture also contains provisions permitting the Holders of a majority in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Senior Indenture and certain past defaults under the Senior Indenture and their consequences. Any such consent or waiver by the Holder of this Senior Note shall bind such Holder and all future Holders of this Senior Note and of any note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not notation of such consent or waiver is made upon this Senior Note. 7. Obligations of Company. No reference herein to the Senior Indenture and no provision of this Senior Note or of the Senior Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium, if any, and interest on this Senior Note at the time, place, and rate and in the coin or currency herein prescribed. 8. Denominations, Transfer and Exchange. (a) The Senior Notes are issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof. As provided in the Senior Indenture and subject to certain limitations therein set forth, Senior Notes of this series are exchangeable for a like aggregate principal amount of Senior Notes of this series of a different authorized denomination, as requested by the Holder surrendering the same. (b) As provided in the Senior Indenture and subject to certain limitations therein set forth, the transfer of this Senior Note is registrable in the Security Register, upon surrender of this Senior Note for registration of transfer at the office or agency of the Company in any place where the principal of (and premium, if any) and interest on this Senior 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 Senior Notes of this series, and of like tenor, of authorized denominations and for the same maturity and aggregate principal amount, shall be issued to the designated transferee or transferees. (c) 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. Prior to due presentment of this Senior Note for registration of transfer, the Company, the Senior Trustee and any agent of the Company or the Senior Trustee may treat the Person in whose name this Senior Note is registered as the owner hereof for all purposes, whether or not this Senior Note be overdue, and neither the Company, the Senior Trustee nor any such agent shall be affected by notice to the contrary. I-8 9. No Liability of Certain Persons. A director, officer, employee or stockholder, as such, of the Company shall not have any liability for any obligations of the Company under this Senior Note or the Senior Indenture or for any claim based on, in respect of or by reason of, such obligations or their creation. Each Holder, by accepting a Senior Note, waives and releases all such liability. The waiver and release are part of the consideration for the issuance of this Senior Note. 10. Governing Law. The Senior Indenture and this Senior Note shall for all purposes be governed by, and construed in accordance with, the internal laws of the State of New York. I-9 THE FOLLOWING ABBREVIATIONS SHALL BE CONSTRUED AS THOUGH THE WORDS SET FORTH BELOW OPPOSITE EACH ABBREVIATION WERE WRITTEN OUT IN FULL WHERE SUCH ABBREVIATION APPEARS: TEN COM -- as tenants in common (Name) CUST (Name) UNIF -- (Name) as Custodian TEN ENT -- as tenants by the entirety GIFT MIN ACT (state) for (name) under the (State) JF TEN -- as joint tenants Uniform Gifts to with right of Junior Act survivorship and not as tenants in common ADDITIONAL ABBREVIATIONS MAY ALSO BE USED THOUGH NOT IN THE ABOVE LIST. -------------------------------------- To assign this Note, fill in the form below: (I) or (we) assign and transfer this Note to - -------------------------------------------------------------------------------- (Insert assignee's social security or tax I.D. number) - -------------------------------------------------------------------------------- (Print or type assignee's name, address and zip code) and irrevocably appoint agent to transfer -------------------------------------- this Note on the books of the Company. the agent may substitute another to act for him. Dated: Your Signature: ------------------ --------------------------------------- (Sign exactly as your name appears on the other side of this Note) Signature Guarantee: ---------------------------------------------------- (Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Transfer Agent, which requirements will include membership or participation in STAMP or such other "signature guarantee program" as may be determined by the Transfer Agent in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act.) Social Security Number or Taxpayer Identification Number: ----------------------------------------------------- I-10 EX-4.4 4 k76803exv4w4.txt THIRTY-SEVENTH SUPPLEMENTAL INDENTURE, 02/15/2003 EXHIBIT 4-4 Executed in 75 Counterparts of which this is Counterpart No. ___ ================================================================================ THIRTY-SEVENTH SUPPLEMENTAL INDENTURE TO INDENTURE OF MORTGAGE AND DEED OF TRUST DATED AS OF MARCH 1, 1944 AS RESTATED IN PART II OF THE TWENTY-NINTH SUPPLEMENTAL INDENTURE DATED AS OF JULY 15, 1989 WHICH BECAME EFFECTIVE ON APRIL 1, 1994 MICHIGAN CONSOLIDATED GAS COMPANY TO CITIBANK, N.A. TRUSTEE DATED AS OF FEBRUARY 15, 2003 CREATING AN ISSUE OF FIRST MORTGAGE BONDS, DESIGNATED AS 5.70% COLLATERAL BONDS DUE 2033 ================================================================================ This instrument was drafted by and return to FRANCES B. ROHLMAN 2000 2ND AVENUE, 688WCB DETROIT, MI 48226 MICHIGAN CONSOLIDATED GAS COMPANY THIRTY-SEVENTH SUPPLEMENTAL INDENTURE DATED AS OF FEBRUARY 15, 2003 SUPPLEMENTAL TO INDENTURE OF MORTGAGE AND DEED OF TRUST DATED AS OF MARCH 1, 1944 TABLE OF CONTENTS

PAGE ---- ARTICLE I ESTABLISHMENT OF AN ISSUE OF FIRST MORTGAGE BONDS, OF THE SERIES DESIGNATED AND DISTINGUISHED AS "COLLATERAL BONDS" 5 SECTION 1.......................................................... 5 SECTION 2.......................................................... 12 SECTION 3.......................................................... 13 SECTION 4.......................................................... 13 SECTION 5.......................................................... 14 ARTICLE II ISSUE OF COLLATERAL BONDS.............................................. 15 ARTICLE III THE TRUSTEE............................................................ 15 ARTICLE IV MISCELLANEOUS PROVISIONS............................................... 15

THIS THIRTY- SEVENTH SUPPLEMENTAL INDENTURE, dated as of the 15th day of February, 2003, between MICHIGAN CONSOLIDATED GAS COMPANY, a corporation duly organized and existing under and by virtue of the laws of the State of Michigan (hereinafter called the "Company"), having its principal place of business at 2000 2nd Avenue, Detroit, Michigan, and CITIBANK, N.A. (formerly First National City Bank), a national banking association incorporated and existing under and by virtue of the laws of the United States of America, having an office at 111 Wall Street in the Borough of Manhattan, The City of New York, New York, successor to CITY BANK FARMERS TRUST COMPANY (hereinafter with its predecessors as trustee called the "Mortgage Trustee" or the "Trustee"): 2 WHEREAS, the Company has heretofore executed and delivered to the Trustee an Indenture of Mortgage and Deed of Trust (the "Original Indenture"), dated as of March 1, 1944; WHEREAS, the Company has heretofore executed and delivered to the Trustee the Twenty-ninth Supplemental Indenture, which became effective April 1, 1994, to provide for the modification and restatement of the Original Indenture as previously amended (as so amended, supplemented and modified the "Indenture"), and to secure the Company's First Mortgage Bonds, unlimited in aggregate principal amount except as therein otherwise provided, issued pursuant to the: Thirtieth Supplemental Indenture, dated as of September 1, 1991; Thirty-first Supplemental Indenture, dated as of December 15, 1991; Thirty-second Supplemental Indenture, dated as of January 5, 1993; Thirty-third Supplemental Indenture, dated as of May 1, 1995; Thirty-fourth Supplemental Indenture, dated as of November 1, 1996; Thirty-fifth Supplemental Indenture, dated as of June 18, 1998; and Thirty-sixth Supplemental Indenture, dated as of August 15, 2001; WHEREAS, at the date hereof there were outstanding First Mortgage Bonds of the Company issued under the Indenture, of 7 series in the principal amounts set forth below (including Collateral Bonds): 3

AMOUNT AMOUNT DESIGNATION OF SERIES INITIALLY ISSUED OUTSTANDING --------------------- ---------------- ----------- First Mortgage Bonds (Secured Term Notes, Series A) 7-1/2% Series due 2020 10,000,000 9,578,000 6-3/4% Series due 2023 20,000,000 15,100,000 First Mortgage Bonds (Secured Term Notes, Series B) 8-1/4% Series due 2014 80,000,000 80,000,000 7-1/2% Series due 2020 20,000,000 18,833,000 7% Series due 2025 40,000,000 40,000,000 First Mortgage Bonds (Secured Term Notes, Series B) 6.72% Series due 2003 4,150,000 4,150,000 6.80% Series due 2003 15,850,000 15,850,000 7.15% Series due 2006 40,000,000 40,000,000 7.06% Series due 2012 40,000,000 40,000,000 First Mortgage Bonds (Secured Medium-Term Notes, Series C) 7.21% Series due 2007 30,000,000 30,000,000 7.60% Series due 2017 15,000,000 14,604,000 Collateral Bonds (Remarketable Securities) Collateral Series A 75,000,000 75,000,000 Collateral Series B 75,000,000 75,000,000 (Senior Notes) Collateral Series C 55,000,000 52,354,000 Collateral Series D 55,000,000 55,000,000 6 1/8% Collateral 200,000,000 200,000,000 Bonds Due 2008 and

4 WHEREAS, the Company desires in and by this Supplemental Indenture to establish an issue of bonds to be issued under the Indenture of the series established under the Thirty-fifth Supplemental Indenture, to designate the terms thereof, to specify the particulars necessary to describe and define the same and to specify such other provisions and agreements in respect thereof as are in the Indenture provided or permitted; and WHEREAS, all the conditions and requirements necessary to make this Supplemental Indenture, when duly executed and delivered, a valid, binding and legal instrument in accordance with its terms and for the purposes herein expressed, have been done, performed and fulfilled, and the execution and delivery of this Supplemental Indenture in the form and with the terms hereof have been in all respects duly authorized; NOW, THEREFORE, in consideration of the premises and in further consideration of the sum of One Dollar in lawful money of the United States of America paid to the Company by the Trustee at or before the execution and delivery of this Thirty-seventh Supplemental Indenture, the receipt whereof is hereby acknowledged, and of other good and valuable consideration, it is agreed by and between the Company and the Trustee as follows: ARTICLE I ESTABLISHMENT OF AN ISSUE OF FIRST MORTGAGE BONDS, OF THE SERIES DESIGNATED AND DISTINGUISHED AS "COLLATERAL BONDS" SECTION 1 There is hereby established an issue of bonds to be issued under and secured by the Indenture, to be known as "First Mortgage Bonds," designated and distinguished as "Collateral Bonds" of the Company (herein collectively sometimes called the "Collateral Bonds") of the series established under the Thirty-fifth Supplemental Indenture. The Collateral Bonds may be issued without limitation as to aggregate principal amount except as provided in the Indenture (including the Thirty-fifth Supplemental Indenture) and in this Supplemental Indenture. The Collateral Bonds shall be registered bonds without coupons and shall be dated as of the date of the authentication thereof by the Mortgage Trustee. A separate issue of Collateral Bonds, designated "5.70% Collateral Bonds due 2033," is being issued by the Company hereunder contemporaneously with the issuance of a separate series of senior debt securities of the Company designated as the Company's "5.70% Senior Notes, 2003 Series A due 2033" (the "Senior Notes") and is being issued and assigned and delivered to Citibank, N.A., as trustee (in such capacity, together with any 5 successor trustee(s), the "Senior Trustee") under the Indenture, dated as of June 1, 1998, as amended, supplemented and modified, governing such senior debt securities (as so amended, supplemented and modified, the "Senior Indenture"), in such capacity, as collateral for the benefit of the holders of the Senior Notes. The series of such senior debt securities collateralized by any Collateral Bonds issued hereunder shall be referred to as the "Related Notes" with respect to such Collateral Bonds. The issue of Collateral Bonds established hereby shall bear interest at such rate or rates and be payable on such date or dates, shall mature and be subject to mandatory or optional redemption on such date or dates and shall have such other terms and provisions not inconsistent with the Indenture as are set forth in the form of Collateral Bond, and the form of Trustee's Certificate to be endorsed on such bonds, as are set forth substantially in the following forms respectively (herein sometimes called the "Bond Form"): No. R-1 Principal Amount $200,000,000 MICHIGAN CONSOLIDATED GAS COMPANY FIRST MORTGAGE BONDS, 5.70% COLLATERAL BONDS DUE 2033 being a series of FIRST MORTGAGE BONDS ORIGINAL ISSUE DATE: FEBRUARY 20, 2003 MATURITY DATE: MARCH 15, 2033 THE FIRST MORTGAGE BONDS, 5.70% COLLATERAL BONDS DUE 2033 (HEREINAFTER, "COLLATERAL BONDS"), REPRESENTED BY THIS CERTIFICATE ARE BEING ISSUED AND DELIVERED BY THE COMPANY TO CITIBANK, N.A., AS TRUSTEE (IN SUCH CAPACITY, THE "SENIOR TRUSTEE") UNDER AN INDENTURE, DATED AS OF JUNE 1, 1998, BETWEEN THE COMPANY AND THE SENIOR TRUSTEE, AS AMENDED, SUPPLEMENTED AND MODIFIED FROM TIME TO TIME AND AS SUPPLEMENTED BY THE SUPPLEMENTAL INDENTURE THERETO DATED AS OF FEBRUARY 15, 2003 (AS SO AMENDED, SUPPLEMENTED AND MODIFIED, THE "SENIOR INDENTURE"). THE 6 COLLATERAL BONDS ARE TO BE HELD IN TRUST AS COLLATERAL FOR THE BENEFIT OF THE HOLDERS OF $200,000,000 AGGREGATE PRINCIPAL AMOUNT OF 5.70% SENIOR NOTES, 2003 SERIES A DUE 2033 (THE "RELATED NOTES") ISSUED PURSUANT TO THE SENIOR INDENTURE. THE COLLATERAL BONDS MAY NOT BE SOLD OR OTHERWISE TRANSFERRED (EXCEPT TO A SUCCESSOR TRUSTEE UNDER THE SENIOR INDENTURE) UNTIL THE EARLIER OF THE RELEASE DATE (AS DEFINED BELOW) OR THE PRIOR RETIREMENT OF THE RELATED NOTES THROUGH REDEMPTION, REPURCHASE OR OTHERWISE. THE INTEREST RATE ON THE COLLATERAL BONDS SHALL AT ALL TIMES BE IDENTICAL TO THAT OF, AND SHALL BE ESTABLISHED IN THE MANNER SET FORTH IN, THE RELATED NOTES. THE INTEREST PAYMENT DATES IN RESPECT OF THE COLLATERAL BONDS SHALL AT ALL TIMES BE IDENTICAL TO THOSE OF, AND SHALL BE ESTABLISHED IN THE MANNER SET FORTH IN, THE RELATED NOTES. THE COMPANY SHALL MAKE PAYMENTS OF THE PRINCIPAL OF, AND PREMIUM, IF ANY, AND INTEREST ON, THE COLLATERAL BONDS, TO THE SENIOR TRUSTEE, WHICH PAYMENTS SHALL BE APPLIED BY THE SENIOR TRUSTEE TO THE SATISFACTION OF OBLIGATIONS ON THE RELATED NOTES. THE MATURITY DATE SPECIFIED ABOVE IS ALSO THE MATURITY DATE OF THE RELATED NOTES. MICHIGAN CONSOLIDATED GAS COMPANY (hereinafter called the "Company"), a corporation of the State of Michigan, for value received, hereby promises to pay to CITIBANK, N.A., as trustee for the benefit of the holders of the Related Notes, or registered assigns (in such capacity, the "Senior Trustee"), the sum of Two Hundred Million Dollars ($200,000,000) on the Maturity Date specified above, at the corporate trust office of the Mortgage Trustee hereinafter named in the Borough of Manhattan, The City of New York, New York, or at the principal office of any successor in trust, in lawful money of the United States of America, and to pay interest thereon at the Interest Rate(s) from time to time specified in or determined pursuant to the Related Notes, in like lawful money payable at the office or agency of the Company in the Borough of Manhattan, The City of New York, New York on such interest 7 payment date(s) and on the Maturity Date (each an "Interest Payment Date") as provided in the Related Notes, from the Original Issue Date specified above or from the most recent Interest Payment Date to which interest has been paid, commencing on September 15, 2003, until the Company's obligation with respect to the payment of such principal sum shall be discharged as provided in the Indenture hereinafter mentioned and the Senior Indenture. If the date of the Collateral Bonds represented by this certificate is after a Record Date (as defined below) with respect to any Interest Payment Date and prior to such Interest Payment Date, then payment of interest shall commence on the second Interest Payment Date succeeding such date. If the Company shall default in the payment of interest due on any Interest Payment Date, then interest shall be payable from the next preceding Interest Payment Date to which interest has been paid, or, if no such interest has been paid on the Collateral Bonds represented by this certificate, from the Original Issue Date. So long as there is no existing default in the payment of interest, the person in whose name the Collateral Bonds represented by this certificate were registered at the close of business on the relevant Record Date with respect to an Interest Payment Date shall be entitled to receive the interest payable on such Interest Payment Date, except that if the Company shall default in the payment of interest due on such Interest Payment Date, such defaulted interest shall be paid to the person in whose name the Collateral Bonds represented by this Certificate are registered on the Record Date for the Interest Payment Date fixed by the Company for the payment of such defaulted interest, provided that in no case shall such Record Date be less than ten days after notice thereof shall have been mailed to all registered holders of Collateral Bonds. The term "Record Date" as used herein with respect to any Interest Payment Date otherwise shall mean the fifteenth calendar (whether or not a Business Day) prior to such Interest Payment Date. "Business Day" means any day other than a day on which banking institutions in The State of New York or the State of Michigan are authorized or obligated pursuant to law or executive order to close. In the event that any Interest Payment Date, redemption date or maturity date is not a Business Day, then the required payment of principal, premium, if any, and interest will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay). The bonds represented by this certificate, of the series hereinafter specified, are bonds of the Company (herein called the "bonds") known as its "First Mortgage Bonds," issued and to be issued in one or more series under, and all equally and ratably secured by, an Indenture of Mortgage and Deed of Trust dated as of March 1, 1944, duly executed by the Company to City Bank Farmers Trust Company (now known as Citibank, N.A., successor trustee, as "Mortgage Trustee") and Ralph E. Morton as restated in Part II of the Twenty-ninth 8 Supplemental Indenture dated as of July 15, 1989, which became effective on April 1, 1994, to which indenture and all indentures supplemental thereto executed on and after July 15, 1989 reference is hereby made for a description of the property mortgaged and pledged, the nature and extent of the security, the terms and conditions upon which the bonds are, and are to be, issued and secured, and the rights of the holders of the bonds and of the Mortgage Trustee in respect of such security (which indenture and all indentures supplemental thereto, including the Thirty-seventh Supplemental Indenture dated as of February 15, 2003, are hereinafter collectively called the "Original Indenture"). As provided in the Original Indenture, the bonds may be for various principal sums and are issuable in series, which may mature at different times, may bear interest at different rates and may otherwise vary as therein provided. The bonds represented by this certificate are part of a Series designated "Collateral Bonds," herein called Collateral Bonds, created by the Thirty-fifth Supplemental Indenture, dated as of June 18, 1998, as supplemented by the Thirty-seventh Supplemental Indenture dated as of February 15, 2003, as provided for in the Indenture. With the consent of the Company and to the extent permitted by and as provided in the Indenture and the Senior Indenture, the rights and obligations of the Company and/or the rights of the holders of the issue of Collateral Bonds established by the Thirty-seventh Supplemental Indenture and/or the terms and provisions of the Indenture may be modified or altered by such affirmative vote or votes of the holders of the Related Notes then outstanding as are specified in the Senior Indenture. The Collateral Bonds shall be redeemed if and to the extent Related Notes are redeemed, as provided in the Senior Indenture with respect to the Related Notes and in the Related Notes. In case an Event of Default as defined in the Indenture or the Senior Indenture shall occur, the principal of the Collateral Bonds may become or be declared due and payable in the manner, with the effect, and subject to the conditions provided in the Indenture and the Senior Indenture. The Senior Trustee has agreed pursuant to the Senior Indenture to hold the Collateral Bonds as collateral for the benefit of the holders of the Related Notes under all circumstances and not to transfer (except to a successor trustee) such Collateral Bonds until the earlier of the Release Date or the prior retirement of the Related Notes through redemption, repurchase or otherwise. "Release Date" means the date on which all First Mortgage Bonds of the Company issued and outstanding under the Original Indenture, other than the Collateral Bonds, have been retired (at, before or after the maturity thereof) through payment, 9 redemption or otherwise provided that no default or event of default has occurred and is continuing under the Senior Indenture. On the Release Date, the Senior Trustee shall deliver to the Company for cancellation all Collateral Bonds, and the Company shall cause the Senior Trustee to provide notice to all holders of Related Notes of the occurrence of the Release Date. As a result, on the Release Date, the Collateral Bonds shall cease to secure the Related Notes, and, at the option of the Company, the Related Notes, either (i) will become unsecured general obligations of the Company or (ii) will be secured by substituted Collateral Bonds. Following the Release Date, the Company shall cause the Indenture to be closed, and the Company shall not issue any additional Collateral Bonds to be issued thereunder. From and after the Release Date, the Company's obligations in respect of the Collateral Bonds shall be satisfied and discharged. No recourse shall be had for the payment of the principal of, or the interest on, the Collateral Bonds, or for any claim based hereon or otherwise in respect of the Collateral Bonds or the Indenture, the Senior Indenture or any indenture supplemental to either thereof, or against any incorporator, stockholder, director or officer, past, present or future, of the Company, as such, or any predecessor or successor corporation, either directly or through the Company or any such predecessor or successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability, whether at common law, in equity, by any constitution, statute or otherwise, of incorporators, stockholders, directors or officers being waived and released by the owner hereof and every owner of any Related Note by the acceptance of the Collateral Bonds or such Related Note, as the case may be, and as part of the consideration for the issue thereof, and being likewise waived and released pursuant to the Indenture and the Senior Indenture. This bond shall not be valid or become obligatory for any purpose unless and until the certificate of authentication hereon shall have been manually executed by the Mortgage Trustee or its successor in trust under the Indenture. 10 IN WITNESS WHEREOF, MICHIGAN CONSOLIDATED GAS COMPANY has caused this certificate to be executed under its name with the signature of its duly authorized Officer, under its corporate seal, which may be a facsimile, attested with the signature of its Assistant Corporate Secretary. Dated: February 20, 2003 MICHIGAN CONSOLIDATED GAS COMPANY By:______________________________ N. A. Khouri Vice President and Treasurer Attest: By:_____________________________________________ Susan E. Riske, Assistant Corporate Secretary The bonds represented by this certificate constitute Collateral Bonds of the series designated and described in the within-mentioned Indenture. CITIBANK, N.A., as Mortgage Trustee By:________________________________ Authorized Officer 11 So long as there is no existing default in the payment of interest on the Collateral Bonds, all Collateral Bonds authenticated by the Trustee after the Record Date specified for any Interest Payment Date, and prior to such Interest Payment Date (unless the issue date hereinafter specified is after such Record Date) shall be dated the date of authentication, but shall bear interest from such Interest Payment Date, and the person in whose name any Collateral Bond is registered at the close of business on any Record Date with respect to any Interest Payment Date shall be entitled to receive the interest payable on such Interest Payment Date notwithstanding any transfer or exchange of such Collateral Bond subsequent to the Record Date and on or prior to such Interest Payment Date, except if and to the extent the Company shall default in the payment of the interest due on such Interest Payment Date, in which case such defaulted interest shall be paid to the person in whose name such Collateral Bond is registered on the Record Date for the special Interest Payment Date fixed by the Company for the payment of such defaulted interest, provided that in no case shall such Record Date be less than ten days after notice thereof shall have been mailed to all registered holders of Collateral Bonds; and provided that interest payable on a maturity date shall be payable to the person to whom the principal thereof is payable. If the issue date of any Collateral Bond is after such Record Date, such Collateral Bond shall bear interest from the issue date but payment of interest shall commence on the second Interest Payment Date next succeeding the issue date. Any notice which is mailed as herein provided shall be conclusively presumed to have been properly and sufficiently given on the date of such mailing, whether or not the holder receives notice. The terms "Interest Payment Date", "Record Date" and "Business Day" as used herein are defined in the Bond Form. The term "issue date" as used herein with respect to the issue of Collateral Bonds established hereby shall mean the date of first authentication of such Collateral Bonds. As used in this Section 1, the term "default in the payment of interest" means failure to pay interest on the applicable Interest Payment Date disregarding any period of grace permitted by Section 9.01 of the Indenture. The Company shall make payments of the principal of, and premium or interest on, the Collateral Bonds to the Senior Trustee, which payments shall be applied by the Senior Trustee to satisfaction of obligations on the Related Notes in respect of such Collateral Bonds. SECTION 2. The issue of Collateral Bonds established hereby shall be redeemed if and to the extent the Related Notes with respect to such 12 Collateral Bonds are redeemed, as provided in the Senior Indenture and in such Related Notes. The redemption price in respect of any Collateral Bonds (including principal, premium, if any, and interest thereon) shall be the redemption price applicable to the Related Notes with respect to such Collateral Bonds. Any notice required to be furnished to the holders of the Collateral Bonds or the Trustee relating to the redemption of such Collateral Bonds shall be considered furnished by the delivery of appropriate notice to the holders of the Related Notes or the Senior Trustee, as the case may be, as provided in the Senior Indenture and the Related Notes with respect to such Collateral Bonds. Any redemption payment made by the Company on the Related Notes (whether for principal, premium, if any, or interest) shall be applied by the Senior Trustee as payment of the redemption price in respect of the correspondingly redeemed Collateral Bonds. In the event the Related Notes with respect to the issue of Collateral Bonds established hereby are redeemed in part, an equivalent aggregate principal amount of the issue of Collateral Bonds established hereby shall be so redeemed, the Senior Trustee, as holder of the Collateral Bonds as collateral for such Related Notes, shall deliver to the Mortgage Trustee for cancellation an equivalent principal amount of the issue of Collateral Bonds established hereby corresponding to the Related Notes so redeemed, and the Company shall execute and the Mortgage Trustee shall authenticate and deliver, without charge, to the Senior Trustee, as holder thereof, one or more new Collateral Bonds of authorized denominations for the unredeemed balance of any Collateral Bonds surrendered for redemption in connection with the redemption of the Related Notes. SECTION 3. The Collateral Bonds shall be registered bonds without coupons. The Mortgage Trustee shall be the registrar and paying agent for the Collateral Bonds, which duties it hereby accepts. Collateral Bonds may be issued in the denomination of $1,000 or any integral multiple thereof. SECTION 4. As further provided in the Bond Form, the Collateral Bonds shall not be assignable or transferable except as may be set forth under Article IV of the Senior Indenture, or, subject to compliance with applicable law, as may be involved in the course of the exercise of rights and remedies consequent upon an Event of Default under the Senior Indenture. Subject to the foregoing, the Collateral Bonds shall be exchangeable upon surrender thereof at the corporate trust office of the Trustee in the Borough of Manhattan, The City of New York, New York, for registered bonds of the same aggregate principal amount and other terms, but of different authorized denomination or denominations, such exchanges to be made without service charge (except for any stamp tax or other governmental charge). 13 Every bond so surrendered shall be accompanied by a proper transfer power duly executed by the registered owner or by duly authorized attorney transferring such bond to the Company, and the signature to such transfer power shall be guaranteed to the satisfaction of the Trustee. All bonds so surrendered shall be forthwith canceled and delivered to or upon the order of the Company. All bonds executed, authenticated and delivered in exchange for bonds so surrendered shall be valid obligations of the Company, evidencing the same debt as the bonds surrendered, and shall be secured by the same lien and be entitled to the same benefits and protection as the bonds in exchange for which they are executed, authenticated and delivered. The Company shall not be required to make any such exchange or any registration of transfer (1) during a period of fifteen days next preceding any Interest Payment Date, but only if there is an existing default in the payment of interest on the Collateral Bonds on which such payment is due or (2) after the bond so presented for exchange or registration of transfer, or any portion thereof, has been called for redemption and notice thereof given to the registered owner. SECTION 5. Pending the preparation of definitive Collateral Bonds, the Company may from time to time execute, and upon its written order, the Trustee shall authenticate and deliver, in lieu of such definitive bonds and subject to the same provisions, limitations and conditions, one or more temporary bonds, in registered form, of any denomination specified in the written order of the Company for the authentication and delivery thereof, and with such omissions, insertions and variations as may be determined by the Board of Directors of the Company. Such temporary bonds shall be substantially of the tenor of the bonds to be issued as herein before recited. If any such temporary Collateral Bonds shall at any time be so authenticated and delivered in lieu of definitive bonds, the Company shall upon request at its own expense prepare, execute and deliver to the Trustee and thereupon, upon the presentation and surrender of temporary bonds, the Trustee shall authenticate and deliver in exchange therefor, without charge to the holder, definitive bonds of the same series and other terms, if any, and for the same principal sum in the aggregate as the temporary bonds surrendered. All temporary bonds so surrendered shall be forthwith canceled by the Trustee and delivered to or upon the order of the Company. Until exchanged for definitive bonds the temporary bonds shall in all respects be entitled to the lien and security of the Indenture and all supplemental indentures. 14 ARTICLE II ISSUE OF COLLATERAL BONDS The Company hereby increases the principal amount of Collateral Bonds of the Thirty-second Series issuable under the Indenture to $700,000,000, in addition to the aggregate principal amount of Collateral Bonds previously issued, subject to change from time to time as permitted by the provisions of the Indenture, without the consent of the holders of the Collateral Bonds, and subject further to the provisions of the Indenture with respect to exchanges and replacements of bonds. Collateral Bonds in the aggregate principal amount of $200,000,000 in respect of the Related Notes may be executed, authenticated and delivered from time to time as permitted by the provisions of the Indenture, including with respect to exchange and replacement of bonds. The Company further may, without the consent of the holders of the Collateral Bonds, "reopen" the issue of Collateral Bonds established hereby so as to increase the aggregate principal amount of such Collateral Bonds outstanding under the Indenture in compliance with the procedures set forth in the Indenture, to equal the aggregate principal amount of Related Notes outstanding upon a "reopening" of such series, so long as any such additional Collateral Bonds have the same tenor and terms as the issue of Collateral Bonds established hereby. ARTICLE III THE TRUSTEE The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or the due execution hereof by the Company, or for or in respect of the recitals and statements contained herein, all of which recitals and statements are made solely by the Company. Except as herein otherwise provided, no duties, responsibilities or liabilities are assumed, or shall be construed to be assumed, by the Trustee by reason of this Supplemental Indenture other than as set forth in the Indenture and this Supplemental Indenture is executed and accepted on behalf of the Trustee, subject to all the terms and conditions set forth in the Indenture, as fully to all intents as if the same were herein set forth at length. ARTICLE IV MISCELLANEOUS PROVISIONS Except insofar as herein otherwise expressly provided, all the provisions, terms and conditions of the Indenture shall be deemed to be incorporated in, and made a part of, this Thirty-seventh Supplemental Indenture 15 and the Twenty-ninth Supplemental Indenture dated as of July 15, 1989, by the Thirtieth Supplemental Indenture dated as of September 1, 1991, by the Thirty-first Supplemental Indenture dated as of December 15, 1991, by the Thirty-second Supplemental Indenture dated as of January 5, 1993, by the Thirty-third Supplemental Indenture dated as of May 1, 1995, by the Thirty-fourth Supplemental Indenture dated as of November 1, 1996, by the Thirty-fifth Supplemental Indenture dated as of June 18, 1998, by the Thirty-sixth Supplemental Indenture dated as of August 15, 2001 and by this Supplemental Indenture is in all respects ratified and confirmed; and the Indenture and said Supplemental Indentures shall be read, taken and construed as one and the same instrument. Except to the extent specifically provided therein, no provision of this Supplemental Indenture or any future supplemental indenture is intended to modify, and the parties do hereby adopt and confirm, the provisions of Section 318(c) of the Trust Indenture Act, which amend and supersede provisions of the Indenture in effect prior to November 15, 1990. Nothing in this Supplemental Indenture is intended, or shall be construed, to give to any person or corporation, other than the parties hereto and the holders of Collateral Bonds issued and to be issued under and secured by the Indenture, any legal or equitable right, remedy or claim under or in respect of this Supplemental Indenture, or under any covenant, condition or provision herein contained, all the covenants, conditions and provisions of this Supplemental Indenture being intended to be, and being, for the sole and exclusive benefit of the parties hereto and of the holders of bonds issued and to be issued under the Indenture and secured thereby. All covenants, promises and agreements in this Supplemental Indenture contained by or on behalf of the Company shall bind its successors and assigns whether so expressed or not. This Supplemental Indenture may be executed in any number of counterparts, and each of such counterparts when so executed shall be deemed to be an original; but all such counterparts shall together constitute but one and the same instrument. 16 IN WITNESS WHEREOF, MICHIGAN CONSOLIDATED GAS COMPANY has caused this Supplemental Indenture to be executed by its duly authorized Officer, and its corporate seal to be hereunto affixed, and Citibank, N.A., as Mortgage Trustee as aforesaid, has caused the same to be executed by one of its authorized signatories and its corporate seal to be hereunto affixed, on the respective dates of their acknowledgments hereinafter set forth, as of the date and year first above written. MICHIGAN CONSOLIDATED GAS COMPANY By: /s/ N. A. Khouri Name: N. A. Khouri Title: Vice President and Treasurer Signed, sealed, acknowledged and delivered by MICHIGAN CONSOLIDATED GAS COMPANY in the presence of: /s/ K. Hier K. Hier /s/ F. Ginste F. Ginste State of Michigan } } ss. County of Wayne } The foregoing instrument was acknowledged before me this 15th day of February, 2003, by N. A. Khouri, of MICHIGAN CONSOLIDATED GAS COMPANY, a Michigan corporation, on behalf of the corporation. /s/Andrea L. Campau /s/Deborah Dub ANDREA L. CAMPAU DEBORAH DUB Notary Public, Wayne County, MI Notary Public, Oakland County, MI My Commission Expires My Commission Expires May 10, 2005 11-02-2005 Citibank, N.A., as Mortgage Trustee, By:/s/Wafaa Orfy Name: Wafaa Orfy Title: Vice President Signed, sealed, acknowledged and delivered by CITIBANK, N.A. in the presence of: /s/John J. Byrnes John J. Byrnes /s/Nancy Forte Nancy Forte 2 State of New York } } ss. County of New York } The foregoing instrument was acknowledged before me this 13th day of February, 2003, by Wafaa Orfy, as Vice President of Citibank, N.A., a national banking association, on behalf of the association, as Trustee, as in said instrument described. /s/Jeffry Berger JEFFRY BERGER Notary Public, State of New York No. 01BE5015814 Qualified in Kings County Commission Expires July 26, 2005 3 EX-15.6 5 k76803exv15w6.txt AWARENESS LETTER OF DELOITTE & TOUCHE LLP EXHIBIT 15-6 May 14, 2003 Michigan Consolidated Gas Company Detroit, Michigan We have made a review, in accordance with standards established by the American Institute of Certified Public Accountants, of the unaudited interim financial information of Michigan Consolidated Gas Company for the periods ended March 31, 2003 and 2002, as indicated in our report dated May 2, 2003; because we did not perform an audit, we expressed no opinion on that information. We are aware that our report referred to above, which is included in your Quarterly Report on Form 10-Q for the quarter ended March 31, 2003, is incorporated by reference in Registration Statement No. 333-63370 on Form S-3. We are also aware that the aforementioned report, pursuant to Rule 436(c) under the Securities Act of 1933, is not considered a part of the Registration Statement prepared or certified by an accountant or a report prepared or certified by an accountant within the meaning of Sections 7 and 11 of that Act. Detroit, Michigan EX-99.9 6 k76803exv99w9.txt CHIEF EXECUTIVE OFFICER CERTIFICATION EXHIBIT 99-9 CERTIFICATION OF PERIODIC REPORT I, Anthony F. Earley, Jr., Chairman, President, Chief Executive and Chief Operating Officer of Michigan Consolidated Gas Company (the "Company"), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that to the best of my knowledge and belief: (1) the Quarterly Report on Form 10-Q of the Company for the quarterly period ended March 31, 2003 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: May 14, 2003 /s/ ANTHONY F. EARLEY, JR. ----------------------------------------------- Anthony F. Earley, Jr. Chairman, President, Chief Executive and Chief Operating Officer of Michigan Consolidated Gas Company 19 EX-99.10 7 k76803exv99w10.txt CHIEF FINANCIAL OFFICER CERTIFICATION EXHIBIT 99-10 CERTIFICATION OF PERIODIC REPORT I, David E. Meador, Senior Vice President and Chief Financial Officer of Michigan Consolidated Gas Company (the "Company"), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that to the best of my knowledge and belief: (1) the Quarterly Report on Form 10-Q of the Company for the quarterly period ended March 31, 2003 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: May 14, 2003 /s/ DAVID E. MEADOR ------------------------------------ David E. Meador Senior Vice President and Chief Financial Officer of Michigan Consolidated Gas Company 20 -----END PRIVACY-ENHANCED MESSAGE-----

EX-4.3

                                                                     EXHIBIT 4-3










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


                          FOURTH SUPPLEMENTAL INDENTURE

                                      FROM

                        MICHIGAN CONSOLIDATED GAS COMPANY

                                       TO

                                 CITIBANK, N.A.

                                     TRUSTEE

                                   -----------

                          Dated as of February 15, 2003

                             SUPPLEMENT TO INDENTURE

                            Dated as of June 1, 1998

                                  Providing for

                   5.70% Senior Notes, 2003 Series A due 2033


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


         This FOURTH SUPPLEMENTAL INDENTURE is made as of the 15th day of
February, 2003, by and between MICHIGAN CONSOLIDATED GAS COMPANY, a corporation
duly organized and existing under the laws of the State of Michigan (the
"Company"), and CITIBANK, N.A., a national banking association incorporated and
existing under and by virtue of the laws of the United States of America, as
trustee (the "Trustee").

                            RECITALS OF THE COMPANY:

         WHEREAS, the Company has heretofore executed and delivered to the
Trustee an Indenture, dated as of June 1, 1998 (the "Original Indenture"), as
amended, supplemented and modified (as so amended, supplemented and modified,
the "Indenture"), providing for the issuance by the Company from time to time of
its senior debt securities (the "Securities"); and

         WHEREAS, the Company desires to provide for the issuance of a series of
its Securities pursuant to the Indenture; and

         WHEREAS, the Company, in the exercise of the power and authority
conferred upon and reserved to it under the provisions of the Original
Indenture, including Section 10.1 thereof, and pursuant to appropriate
resolutions of the Board of Directors, has duly determined to make, execute and
deliver to the Trustee this Supplemental Indenture to the Original Indenture as
permitted by Section 2.1 and Section 3.1 of the Original Indenture in order to
establish the form or terms of, and to provide for the creation and issue of, a
series of its Securities under the Original Indenture, which shall be known as
the "5.70% Senior Notes, 2003 Series A due 2033" (the "Senior Notes"); and

         WHEREAS, all things necessary to make such Securities, when executed by
the Company and authenticated and delivered by the Trustee or any Authenticating
Agent and issued upon the terms and subject to the conditions hereinafter and in
the Original Indenture set forth against payment therefor, the valid, binding
and legal obligations of the Company and to make this Supplemental Indenture a
valid, binding and legal agreement of the Company, have been done;

         NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE that, in order to establish
the terms of a series of Securities, and for and in consideration of the
premises and of the covenants contained in the Original Indenture and in this
Supplemental Indenture and for other good and valuable consideration the receipt
and sufficiency of which are hereby acknowledged, it is mutually covenanted and
agreed as follows:

                                    Article I
                       RELATION TO INDENTURE; DEFINITIONS

         Section 1.01.

         This Supplemental Indenture constitutes an integral part of the
Indenture.

         Section 1.02.

         For all purposes of this Supplemental Indenture:


                                       2

         (a) Capitalized terms used but not otherwise defined herein shall have
the respective meanings assigned to such terms in the Indenture;

         (b) All references herein to Articles and Sections, unless otherwise
specified, refer to the corresponding Articles and Sections of this Supplemental
Indenture; and

         (c) The terms "hereof," "herein," "hereby," "hereto," "hereunder," and
"herewith" refer to this Supplemental Indenture.

                                   Article II
                                 THE SECURITIES

         This Supplemental Indenture hereby establishes a series of Securities,
known as and entitled "5.70% Senior Notes, 2003 Series A due 2033." The
aggregate principal amount of the Securities shall be limited initially to Two
Hundred Million Dollars ($200,000,000) (except for Senior Notes authenticated
and delivered upon transfer of, or in exchange for, or in lieu of, other Senior
Notes); provided that the Company may, without the consent of the Holders,
"reopen" the series of Senior Notes so as to increase the aggregate principal
amount of the Senior Notes in compliance with the procedures set forth in the
Original Indenture, including Section 3.1 and Section 3.3 thereof, and subject
to limitations, if any, on the Company's ability to issue Collateral Bonds
securing the additional Senior Notes, so long as any such additional Senior
Notes have the same tenor and terms as the Senior Notes then Outstanding.

         The Senior Notes are not subject to repayment at the option of Holders
thereof and are not subject to any sinking fund. As provided in the form of
Senior Notes attached hereto as Appendix I, the Senior Notes are subject to
optional redemption, as a whole or in part, by the Company prior to the Stated
Maturity of the principal thereof on the terms set forth therein. Except as
modified in the form of the Senior Notes, redemptions shall be effected in
accordance with Article Twelve of the Original Indenture.

         The Senior Notes shall have such other terms and provisions as are set
forth in the form of the Senior Notes attached hereto as Appendix I (which is
incorporated by reference in and made a part of this Supplemental Indenture as
if set forth in full at this place).

         The Senior Notes shall be issuable only in fully registered form and,
as permitted by Section 3.1 and Section 3.2 of the Original Indenture, in
denominations of $1,000 and integral multiples thereof. The Senior Notes will
initially be issued in global form (the "Global Notes") under a book-entry
system, registered in the name of The Depository Trust Company, as depository
("DTC"), or its nominee, which is hereby designated as "U.S. Depositary" under
the Indenture.

         Further to Section 3.5 of the Original Indenture, any Global Note shall
be exchangeable for Senior Notes registered in the name of, and a transfer of a
Global Note may be registered to, any Person other than the U.S. Depositary for
such Senior Note or its nominee only if (i) such U.S. Depositary notifies the
Company that it is unwilling or unable to continue as U.S. Depositary for such
Global Note or if at any time such U.S. Depositary ceases to be a clearing
agency registered under the Exchange Act, and, in either such case, the Company
does not appoint a successor U.S. Depositary within 90 days thereafter, (ii) the
Company executes and


                                       3

delivers to the Trustee a Company Order that such Global Note shall be so
exchangeable and the transfer thereof so registrable or (iii) there shall have
occurred and be continuing an Event of Default or an event which, with the
giving of notice or lapse of time, or both, would constitute an Event of Default
with respect to the Senior Notes. Upon the occurrence in respect of any Global
Note of any or more of the conditions specified in clause (i), (ii) or (iii) of
the preceding sentence, such Global Note may be exchanged for Senior Notes
registered in the name of, and the transfer of such Global Note may be
registered to, such Persons (including Persons other than the U.S. Depositary
and its nominees) as such U.S. Depositary, in the case of an exchange, and the
Company, in the case of a transfer, shall direct.

                                   Article III
                          TRANSFER OF COLLATERAL BONDS

          The Company hereby issues, delivers and transfers to the Trustee in
connection with the issuance of the Senior Notes, Two Hundred Million Dollars
($200,000,000) aggregate principal amount of a related issue of Collateral Bonds
of the Company designated "First Mortgage Bonds, 5.70% Collateral Bonds due
2033" (the "Related Issue of Collateral Bonds" and, together with all other
First Mortgage Bonds issued under the First Mortgage Indenture as security for
Securities issued under the Indenture, "Collateral Bonds"), which has been fully
registered in the name of the Trustee in such capacity, to be held in trust for
the benefit of the Holders from time to time of the Senior Notes as security for
any and all obligations of the Company in respect of the Senior Notes of this
series under the Indenture, this Supplemental Indenture and the Senior Notes,
including but not limited to (1) the full and prompt payment of the interest on,
principal of, and premium, if any, on the Senior Notes when and as the same
shall become due and payable in accordance with the terms and provisions of the
Indenture and this Supplemental Indenture and the Senior Notes, either at the
Stated Maturity, upon acceleration of the maturity or upon redemption of the
Senior Notes, and (2) the full and prompt payment of any interest on the Senior
Notes when and as the same shall become due and payable in accordance with the
terms and provisions of the Indenture and this Supplemental Indenture and the
Senior Notes. The Trustee shall enforce all of its rights under the First
Mortgage Indenture as a holder of the Related Issue of Collateral Bonds
transferred to it as provided in this Article III for the benefit of the Holders
of the Senior Notes and the proceeds of the enforcement of such rights shall be
applied by the Trustee to satisfy the Company's obligations under the Indenture,
this Supplemental Indenture and the Senior Notes.

         The Company shall make payments of the principal of, and premium or
interest on, the Related Issue of Collateral Bonds to the Trustee, which
payments shall be applied by the Trustee to satisfaction of all obligations then
due on the Senior Notes.

         The Related Issue of Collateral Bonds shall not be sold or transferred
by the Trustee until the earlier of the Release Date or the prior retirement of
the Senior Notes through redemption, repurchase or otherwise. The "Release Date"
shall be the date that all First Mortgage Bonds of the Company issued and
outstanding under the First Mortgage Indenture, other than the Collateral Bonds,
have been retired (at, before or after the maturity thereof) through payment,
redemption or otherwise, provided that no default or Event of Default has
occurred and, at such time, is continuing under the Indenture.


                                       4

                                   Article IV
                                    COVENANTS

         Section 4.01.

         The covenant set forth in Section 11.10 of the Indenture shall apply to
the Senior Notes only from and after the Release Date (unless Substituted
Collateral Bonds are issued to secure the Senior Notes from and after the
Release Date); provided, that, in any case, the Company may issue, assume or
guarantee Indebtedness secured by a Lien not otherwise permitted under Section
11.10 so long as it effectively secures the Senior Notes equally and ratably
with such Indebtedness.

         Section 4.02.

         The covenant set forth in Section 11.11 of the Indenture shall apply to
the Senior Notes only from and after the Release Date (unless Substituted
Collateral Bonds are issued to secure the Senior Notes from and after the
Release Date).

                                    Article V
                                  MISCELLANEOUS

         Section 5.01.

         The Trustee has accepted the amendment of the Indenture effected by
this Supplemental Indenture and agrees to execute the trust created by the
Indenture as hereby amended, but only upon the terms and conditions set forth in
the Indenture, including the terms and provisions defining and limiting the
liabilities and responsibilities of the Trustee, and without limiting the
generality of the foregoing, the Trustee shall not be responsible in any manner
whatsoever for or with respect of any of the recitals or statements contained
herein, all of which recitals or statements are made solely by the Company, or
for or with respect to (a) the validity or sufficiency of this Supplemental
Indenture or any of the terms or provisions hereof, (b) the proper authorization
hereof by the Company by corporate action or otherwise, and (c) the due
execution hereof by the Company.

         Section 5.02.

         This Supplemental Indenture and the Senior Notes shall be construed in
connection with and as a part of the Indenture and shall be governed by the laws
(other than the choice of law provisions) of the State of New York.

         Section 5.03.

         (a) If any provision of this Supplemental Indenture conflicts with
another provision of the Indenture required to be included in indentures
qualified under the Trust Indenture Act of 1939, as amended (as enacted prior to
the date of this Supplemental Indenture), by any of the provisions of Section
310 to 317, inclusive, of said act, such required provision shall control.


                                       5

         (b) In case any one or more of the provisions contained in this
Supplemental Indenture or in the Senior Notes issued hereunder should be
invalid, illegal, or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein and therein shall
not in any way be affected, impaired, prejudiced or disturbed thereby.

         Section 5.04.

         Whenever in this Supplemental Indenture either of the parties hereto is
named or referred to, such name or reference shall be deemed to include the
successors or assigns of such party, and all the covenants and agreements
contained in this Supplemental Indenture by or on behalf of the Company or by or
on behalf of the Trustee shall bind and inure to the benefit of the respective
successors and assigns of such parties, whether so expressed or not.

         Section 5.05.

         (a) This Supplemental Indenture may be simultaneously executed in
several counterparts, and all such counterparts executed and delivered, each as
an original, shall constitute but one and the same instrument.

         (b) The descriptive headings of the several Articles of this
Supplemental Indenture were formulated, used and inserted in this Supplemental
Indenture for convenience only and shall not be deemed to affect the meaning or
construction of any of the provisions hereof.


                                       6

         IN WITNESS WHEREOF, MICHIGAN CONSOLIDATED GAS COMPANY has caused this
Supplemental Indenture to be executed by its duly authorized Officer and its
corporate seal to be hereunto affixed, and CITIBANK, N.A., as Trustee as
aforesaid, has caused this Supplemental Indenture to be executed by one of its
authorized signatories, as of February 15, 2003.

                                             MICHIGAN CONSOLIDATED GAS COMPANY


                                             By:  /s/N.A. Khouri

                                             Name: N.A. Khouri
                                             Title: Vice President and Treasurer



                                             CITIBANK, N.A., as Trustee

                                             By: /s/Wafaa Orfy

                                             Name: Wafaa Orfy
                                             Title: Vice President


                                       7

CUSIP: 594457 BT9
No. R-1

                                                                    $200,000,000

         THIS NOTE IS IN GLOBAL FORM WITHIN THE MEANING OF THE SENIOR INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A U.S. DEPOSITARY OR A
NOMINEE OF A U.S. DEPOSITARY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN
PART FOR A NOTE IN CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS
A WHOLE BY THE U.S. DEPOSITARY TO A NOMINEE OF THE U.S. DEPOSITARY OR BY A
NOMINEE OF THE U.S. DEPOSITARY TO THE U.S. DEPOSITARY OR ANOTHER NOMINEE OF THE
U.S. DEPOSITARY OR BY THE U.S. DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR
DEPOSITARY.

         Unless this certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation ("DTC"), to the Company (as
defined below) or its agent for registration of transfer, exchange or payment,
and any certificate issued is registered in the name of Cede & Co. or in such
other name as is requested by an authorized representative of DTC (and any
payment is made to Cede & Co. or to such other entity as requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered
owner hereof, Cede & Co., has an interest herein.

                        MICHIGAN CONSOLIDATED GAS COMPANY

                               5.70% Senior Notes
                             2003 Series A due 2033

Principal Amount: $200,000,000

Authorized Denomination: $1,000

Regular Record Date: close of business on the 15th calendar day (whether or not
a Business Day) prior to the relevant Interest Payment Date

Original Issue Date: February 20, 2003

Stated Maturity: March 15, 2033

Interest Payment Dates: March 15 and September 15 of each year, commencing
September 15, 2003

Interest Rate: 5.70% per annum

         MICHIGAN CONSOLIDATED GAS COMPANY, a corporation duly organized and
existing under the laws of the State of Michigan (the "Company", which term
includes any successor corporation under the Senior Indenture hereinafter
referred to), for value received,


                                      I-1

hereby promises to pay to Cede & Co. or registered assigns, at the office or
agency of the Company in The City of New York, New York, the principal sum of
TWO HUNDRED MILLION DOLLARS ($200,000,000) on March 15, 2033 (the "Stated
Maturity"), in the coin or currency of the United States, and to pay interest
thereon from the Original Issue Date shown above, or from the most recent
Interest Payment Date to which interest has been paid or duly provided for,
semi-annually in arrears on each Interest Payment Date as specified above,
commencing on September 15, 2003 and on the Stated Maturity at the rate per
annum shown above (the "Interest Rate") until the principal hereof is paid or
made available for payment and 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 the Senior
Indenture, be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered on the Regular Record Date as specified
above next preceding such Interest Payment Date; provided that any interest
payable at Stated Maturity or on a Redemption Date will be paid to the Person to
whom principal is payable. Except as otherwise provided in the Senior Indenture,
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 Senior Note is registered at the close of
business on a Special Record Date for the payment of such defaulted Interest to
be fixed by the Senior Trustee, notice whereof shall be given to Holders of
Securities of this series 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, if any, on which the Securities of
this series shall be listed, and upon such notice as may be required by any such
exchange, all as more fully provided in the Senior Indenture.

         Payments of interest on this Senior Note will include interest accrued
to but excluding the respective Interest Payment Dates. Interest payments for
this Senior Note shall be computed and paid on the basis of a 360-day year of
twelve 30-day months. The Company shall pay interest on overdue principal and
premium, if any, and, to the extent lawful, on overdue installments of interest
at the rate per annum borne by this Senior Note. In the event that any Interest
Payment Date, Redemption Date or Maturity Date is not a Business Day, then the
required payment of principal, premium, if any, and interest will be made on the
next succeeding day that is a Business Day (and without any interest or other
payment in respect of any such delay). "Business Day" means any day other than a
day on which banking institutions in The State of New York or the State of
Michigan are authorized or obligated pursuant to law or executive order to
close.

         Payment of principal of, premium, if any, and interest on the
Securities of this series shall be made 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. Payments of principal of, premium, if any, and
interest on Securities of this series represented by a Global Security shall be
made by wire transfer of immediately available funds to the Holder of such
Global Security, provided that, in the case of payments of principal and
premium, if any, such Global Security is first surrendered to the Paying Agent
(as defined in the Senior Indenture). If any of the Securities of this series
are no longer represented by a Global Security, (i) payments of principal,
premium, if any, and interest due at the Stated Maturity or earlier redemption
of such Securities shall be made at the office of the Paying Agent upon
surrender of such Securities to the Paying Agent, and (ii) payments of interest
shall be made, at the option of the Company, subject to such surrender where
applicable, (A) by check mailed to the address of the Person entitled thereto as
such


                                      I-2

address shall appear in the Security Register or (B) by wire transfer at such
place and to such account at a banking institution in the United States as may
be designated in writing to the Senior Trustee at least sixteen (16) days prior
to the date for payment by the Person entitled thereto.

         UNTIL THE RELEASE DATE (AS DEFINED ON THE REVERSE HEREOF), THIS SENIOR
NOTE SHALL BE SECURED BY FIRST MORTGAGE BONDS (THE "FIRST MORTGAGE BONDS")
ISSUED AND DELIVERED BY THE COMPANY TO THE SENIOR TRUSTEE (AS DEFINED ON THE
REVERSE HEREOF) UNDER THE COMPANY'S TWENTY-NINTH SUPPLEMENTAL INDENTURE DATED AS
OF JULY 15, 1989, PROVIDING FOR THE RESTATEMENT OF THE INDENTURE OF MORTGAGE AND
DEED OF TRUST DATED AS OF MARCH 1, 1994 BETWEEN THE COMPANY AND CITIBANK, N.A.
(THE "MORTGAGE TRUSTEE"), AS SUPPLEMENTED BY THE THIRTY-SEVENTH SUPPLEMENTAL
INDENTURE (AS SO SUPPLEMENTED, THE "MORTGAGE INDENTURE"). ON THE RELEASE DATE,
THE SENIOR NOTES SHALL CEASE TO BE SECURED BY SUCH FIRST MORTGAGE BONDS AND, AT
THE COMPANY'S OPTION, EITHER (i) SHALL BECOME UNSECURED GENERAL OBLIGATIONS OF
THE COMPANY OR (ii) SHALL BE SECURED BY FIRST MORTGAGE BONDS UNDER A SECURED
MORTGAGE INDENTURE OTHER THAN THE MORTGAGE INDENTURE.

         Reference is made to the further provisions of this Senior Note set
forth herein. Such further provisions shall for all purposes have the same
effect as though fully set forth at this place.

         This Senior Note shall not be valid or become obligatory for any
purpose until the certificate of authentication hereon shall have been manually
signed by the Senior Trustee under the Senior Indenture referred to on the
reverse hereof.

         IN WITNESS WHEREOF, MICHIGAN CONSOLIDATED GAS COMPANY has caused this
instrument to be duly executed under its corporate seal.

Dated:  February 20, 2003

                                      MICHIGAN CONSOLIDATED GAS COMPANY


                                      By:
                                          -------------------------------------
                                            Name: N.A. Khouri
                                            Title: Vice President and Treasurer

Attest:

By:
         --------------------
         Susan E. Riske
         Title: Assistant Corporate Secretary


                                      I-3

                         CERTIFICATION OF AUTHENTICATION

Dated:

         This is one of the Securities of the series designated therein referred
to in the within-mentioned Senior Indenture.

                                              CITIBANK, N.A., as Trustee


                                              By:
                                                  ------------------------------
                                                       Authorized Signatory


                                      I-4

                        MICHIGAN CONSOLIDATED GAS COMPANY

                               5.70% Senior Notes
                             2003 Series A due 2033

         1. Senior Indenture. (a) This Senior Note is one of the duly authorized
issue of Securities of the Company (hereinafter called the "Securities") of the
series hereinafter specified, all issued or to be issued under and pursuant to
an Indenture, dated as of June 1, 1998, as supplemented by the First
Supplemental Indenture, dated as of June 18, 1998, the Second Supplemental
Indenture, dated as of June 9, 1999, the Third Supplemental Indenture, dated as
of August 15, 2001 and the Fourth Supplemental Indenture dated as of February
15, 2003, between the Company and the Trustee (as so supplemented, the "Senior
Indenture"), duly executed and delivered by the Company to Citibank, N.A., as
Trustee (herein called the "Senior Trustee," which term includes any successor
trustee under the Senior Indenture), to which Senior Indenture reference is
hereby made for a description of the rights, limitations of rights, obligations,
duties and immunities thereunder of the Senior Trustee, the Company and the
Holders of the Securities. The Securities may be issued in one or more series,
which different series may be issued in various aggregate principal amounts, may
mature at different times, may bear interest, if any, at different rates, may be
subject to different redemption provisions (if any) and may be subject to
different sinking, purchase or analogous funds (if any) and may otherwise vary
as provided in the Senior Indenture. This Security is one of the series
designated as the "5.70% Senior Notes, 2003 Series A due 2033" (the "Senior
Notes") of the Company.

                  (b) The Senior Indenture contains provisions for defeasance at
any time of the entire indebtedness of the Senior Notes or certain covenants
with respect thereto upon compliance by the Company with certain conditions set
forth therein.

         2. Transfer. No service charge will be made for any transfer or
exchange of Senior Notes, but payment will be required of a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection
therewith.

         The Company shall not be required (a) to issue, transfer or exchange
any Senior Notes during a period beginning at the opening of business fifteen
(15) days before the day of the mailing of a notice pursuant to Section 12.4 of
the Indenture identifying the serial numbers of the Senior Notes to be called
for redemption, and ending at the close of business on the day of the mailing,
or (b) to transfer or exchange any Senior Notes theretofore selected for
redemption in whole or in part, except the unredeemed portion of any Note
redeemed in part.

         3. Redemption at the Company's Option. The Senior Notes shall be
subject to redemption at the option of the Company, in whole at any time or in
part from time to time (any such date of optional redemption, a "Redemption
Date" for purposes of the Indenture), at an optional redemption price (which
shall be a "Redemption Price" for purposes of the Indenture) equal to the
greater of (i) 100% of the principal amount of the Senior Notes to be redeemed
and (ii) the sum of the present values of the principal amount of the Senior
Notes to be redeemed and the remaining scheduled payments of interest on the
principal amount of the Senior Notes to be redeemed (exclusive of interest
accrued to the related Redemption Date) until Stated Maturity, in each case
discounted from their respective scheduled payment dates to such Redemption Date
on


                                      I-5

a semiannual basis (assuming a 360-day year consisting of 30-day months) at the
Adjusted Treasury Rate (as defined below) plus 30 basis points, plus in either
case, accrued interest thereon to the date of redemption.

         "Adjusted Treasury Rate" means, with respect to any Redemption Date,
the rate per annum equal to the semiannual yield to maturity of the Comparable
Treasury Issue, calculated on the third Business Day preceding such Redemption
Date, using a price for the Comparable Treasury Issue (expressed as a percentage
of its principal amount) equal to the Comparable Treasury Price for such
Redemption Date.

         "Comparable Treasury Issue" means the United States Treasury security
determined by the Reference Treasury Dealer selected by the Company as having a
maturity comparable to the remaining term of the Senior Notes that would be
utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable
maturity with the remaining term of the Senior Notes.

         "Comparable Treasury Price" means, with respect to any Redemption Date,
(i) the average of the Reference Treasury Dealer Quotations for such Redemption
Date, after excluding the highest and lowest such Reference Treasury Dealer
Quotations, or (ii) if the Senior Trustee obtains fewer than three such
Reference Treasury Dealer Quotations, the average of all such quotations, or
(iii) if only one Reference Treasury Dealer Quotation is received, such
quotation.

         "Reference Treasury Dealer" means each of: (i) UBS Warburg LLC, Banc
One Capital Markets, Inc. and Barclays Capital Inc. (or their respective
affiliates which are Primary Treasury Dealers), and their respective successors;
provided, however, that if any of the foregoing cease to be a primary U.S.
Government securities dealer in The City of New York (a "Primary Treasury
Dealer"), the Company shall substitute therefore another Primary Treasury
Dealer; and (ii) any other Primary Treasury Dealer(s) selected by the Senior
Trustee after consultation with the Company.

         "Reference Treasury Dealer Quotation" means, with respect to each
Reference Treasury Dealer and any Redemption Date, the average, as determined by
the Senior Trustee, of the bid and asked prices for the Comparable Treasury
Issue (expressed in each case as a percentage of its principal amount) quoted in
writing to the Senior Trustee by such Reference Treasury Dealer at 5:00 p.m.,
New York City time, on the third Business Day preceding such Redemption Date.

         Unless the Company defaults in payment of the applicable Redemption
Price, on and after the applicable Redemption Date interest will cease to accrue
on the principal amount of the Senior Notes called for redemption.

         If money sufficient to pay the applicable Redemption Price with respect
to the principal amount of and accrued interest on the principal amount of the
Senior Notes to be redeemed on the applicable Redemption Date is deposited with
the Senior Trustee or Paying Agent on or before the related Redemption Date and
certain other conditions are satisfied, then on or after such date, interest
will cease to accrue on the principal amount of the Senior Notes called for
redemption.


                                      I-6

         If the Senior Notes are only partially redeemed by the Company, the
Senior Trustee shall select which Senior Notes are to be redeemed in a manner it
deems fair and appropriate in accordance with the terms of the Indenture.

         In the event of redemption of the Senior Notes in part only, a new
Senior Note or Notes for the unredeemed portion will be issued in the name or
names of the Holders thereof upon the surrender thereof.

         The Senior Notes will not have a sinking fund.

         Notice of redemption shall be given as provided in Section 12.4 of the
Indenture.

         Any redemption of less than all of the Senior Notes shall, with respect
to the principal thereof, be divisible by $1,000.

         4. Security; Release Date. Prior to the Release Date (as hereinafter
defined), the Senior Notes shall be secured by First Mortgage Bonds designated
as 5.70% Collateral Bonds due 2033 (the "Collateral Bonds"), delivered by the
Company to the Senior Trustee for the benefit of the Holders of the Senior
Notes. Prior to the Release Date, the Company shall make payments of the
principal of, and premium, if any, and or interest on, the Collateral Bonds to
the Senior Trustee, which payments shall be applied by the Senior Trustee to
satisfaction of all obligations then due on the Senior Notes. Reference is made
to the Mortgage Indenture and the Senior Indenture for a description of the
rights of the Senior Trustee as holder of the Collateral Bonds, the property
mortgaged and pledged under the Mortgage Indenture and the rights of the Company
and of the Mortgage Trustee in respect thereof, the duties and immunities of the
Mortgage Trustee and the terms and conditions upon which the Collateral Bonds
are secured and the circumstances under which additional First Mortgage Bonds
may be issued.

         FROM AND AFTER SUCH TIME AS ALL FIRST MORTGAGE BONDS (OTHER THAN
COLLATERAL BONDS) ISSUED UNDER THE MORTGAGE INDENTURE HAVE BEEN RETIRED THROUGH
PAYMENT, REDEMPTION OR OTHERWISE AT, BEFORE OR AFTER THE MATURITY THEREOF (THE
"RELEASE DATE"), THE COLLATERAL BONDS SHALL CEASE TO SECURE THE SENIOR NOTES IN
ANY MANNER PROVIDED THAT NO DEFAULT OR EVENT OF DEFAULT HAS OCCURRED AND AT SUCH
TIME IS CONTINUING UNDER THE SENIOR INDENTURE. IN CERTAIN CIRCUMSTANCES PRIOR TO
THE RELEASE DATE AS PROVIDED IN THE SENIOR INDENTURE, THE COMPANY IS PERMITTED
TO REDUCE THE AGGREGATE PRINCIPAL AMOUNT OF A SERIES OF COLLATERAL BONDS HELD BY
THE TRUSTEE, BUT IN NO EVENT PRIOR TO THE RELEASE DATE TO AN AMOUNT LESS THAN
THE AGGREGATE OUTSTANDING PRINCIPAL AMOUNT OF THE SERIES OF SENIOR NOTES
INITIALLY ISSUED CONTEMPORANEOUSLY WITH SUCH COLLATERAL BONDS.

         5. Effect of Event of Default. In case an Event of Default with respect
to the Senior Notes shall occur and be continuing, the unpaid principal of the
Senior Notes may be declared due and payable, in the manner, with the effect and
subject to the conditions provided in the Senior Indenture.


                                      I-7

         6. Amendments and Waivers. The Senior Indenture may be modified by the
Company and the Senior Trustee without consent of any Holder with respect to
certain matters as described in the Indenture. In addition, the Senior 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 the Securities of each series to be affected under the Senior
Indenture at any time by the Company and the Senior Trustee with the consent of
the Holders of a majority in principal amount of the Securities at the time
Outstanding of each series to be affected. The Senior Indenture also contains
provisions permitting the Holders of a majority in principal amount of the
Securities of each series at the time Outstanding, on behalf of the Holders of
all Securities of such series, to waive compliance by the Company with certain
provisions of the Senior Indenture and certain past defaults under the Senior
Indenture and their consequences. Any such consent or waiver by the Holder of
this Senior Note shall bind such Holder and all future Holders of this Senior
Note and of any note issued upon the registration of transfer hereof or in
exchange hereof or in lieu hereof, whether or not notation of such consent or
waiver is made upon this Senior Note.

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

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

                  (b) As provided in the Senior Indenture and subject to certain
limitations therein set forth, the transfer of this Senior Note is registrable
in the Security Register, upon surrender of this Senior Note for registration of
transfer at the office or agency of the Company in any place where the principal
of (and premium, if any) and interest on this Senior 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 Senior Notes of this series, and of like tenor, of authorized
denominations and for the same maturity and aggregate principal amount, shall be
issued to the designated transferee or transferees.

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


                                      I-8

         9. No Liability of Certain Persons. A director, officer, employee or
stockholder, as such, of the Company shall not have any liability for any
obligations of the Company under this Senior Note or the Senior Indenture or for
any claim based on, in respect of or by reason of, such obligations or their
creation. Each Holder, by accepting a Senior Note, waives and releases all such
liability. The waiver and release are part of the consideration for the issuance
of this Senior Note.

         10. Governing Law. The Senior Indenture and this Senior Note shall for
all purposes be governed by, and construed in accordance with, the internal laws
of the State of New York.


                                      I-9

         THE FOLLOWING ABBREVIATIONS SHALL BE CONSTRUED AS THOUGH THE WORDS SET
FORTH BELOW OPPOSITE EACH ABBREVIATION WERE WRITTEN OUT IN FULL WHERE SUCH
ABBREVIATION APPEARS:

                                        
TEN COM -- as tenants in common            (Name) CUST (Name) UNIF -- (Name) as Custodian
TEN ENT -- as tenants by the entirety      GIFT MIN ACT (state) for (name) under the (State)
JF TEN -- as joint tenants                     Uniform Gifts to
          with right of                        Junior Act
          survivorship and not as
          tenants in common



ADDITIONAL ABBREVIATIONS MAY ALSO BE USED THOUGH NOT IN THE ABOVE LIST.

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

To assign this Note, fill in the form below: (I) or (we) assign and transfer
this Note to

- --------------------------------------------------------------------------------
             (Insert assignee's social security or tax I.D. number)

- --------------------------------------------------------------------------------
              (Print or type assignee's name, address and zip code)

and irrevocably appoint                                       agent to transfer
                        --------------------------------------
this Note on the books of the Company. the agent may substitute another to act
for him.

Dated:                    Your Signature:
      ------------------                 ---------------------------------------
                                         (Sign exactly as your name appears on
                                         the other side of this Note)

Signature Guarantee:
                            ----------------------------------------------------
                            (Signatures must be guaranteed by an "eligible
                            guarantor institution" meeting the requirements of
                            the Transfer Agent, which requirements will include
                            membership or participation in STAMP or such other
                            "signature guarantee program" as may be determined
                            by the Transfer Agent in addition to, or in
                            substitution for, STAMP, all in accordance with the
                            Exchange Act.)

Social Security Number or Taxpayer Identification
Number:
         -----------------------------------------------------


                                      I-10

EX-4.4

                                                                     EXHIBIT 4-4


                          Executed in 75 Counterparts
                      of which this is Counterpart No. ___

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

                                 THIRTY-SEVENTH
                             SUPPLEMENTAL INDENTURE
                                       TO
                            INDENTURE OF MORTGAGE AND
                                  DEED OF TRUST
                            DATED AS OF MARCH 1, 1944

                                 AS RESTATED IN
                           PART II OF THE TWENTY-NINTH
                SUPPLEMENTAL INDENTURE DATED AS OF JULY 15, 1989
                     WHICH BECAME EFFECTIVE ON APRIL 1, 1994


                        MICHIGAN CONSOLIDATED GAS COMPANY
                                       TO
                                 CITIBANK, N.A.
                                     TRUSTEE
                          DATED AS OF FEBRUARY 15, 2003
                   CREATING AN ISSUE OF FIRST MORTGAGE BONDS,
                                  DESIGNATED AS
                         5.70% COLLATERAL BONDS DUE 2033

================================================================================
                  This instrument was drafted by and return to

                               FRANCES B. ROHLMAN
                             2000 2ND AVENUE, 688WCB
                                DETROIT, MI 48226

                        MICHIGAN CONSOLIDATED GAS COMPANY

                      THIRTY-SEVENTH SUPPLEMENTAL INDENTURE
                          DATED AS OF FEBRUARY 15, 2003
                      SUPPLEMENTAL TO INDENTURE OF MORTGAGE
                                AND DEED OF TRUST
                            DATED AS OF MARCH 1, 1944

                                TABLE OF CONTENTS



                                                                            PAGE
                                                                            ----
                                                                         
                                    ARTICLE I

ESTABLISHMENT OF AN ISSUE OF FIRST MORTGAGE BONDS, OF THE SERIES
DESIGNATED AND DISTINGUISHED AS "COLLATERAL BONDS" 5

    SECTION 1..........................................................        5
    SECTION 2..........................................................       12
    SECTION 3..........................................................       13
    SECTION 4..........................................................       13
    SECTION 5..........................................................       14

                                   ARTICLE II

ISSUE OF COLLATERAL BONDS..............................................       15

                                   ARTICLE III

THE TRUSTEE............................................................       15

                                   ARTICLE IV

MISCELLANEOUS PROVISIONS...............................................       15



         THIS THIRTY- SEVENTH SUPPLEMENTAL INDENTURE, dated as of the 15th day
of February, 2003, between MICHIGAN CONSOLIDATED GAS COMPANY, a corporation duly
organized and existing under and by virtue of the laws of the State of Michigan
(hereinafter called the "Company"), having its principal place of business at
2000 2nd Avenue, Detroit, Michigan, and CITIBANK, N.A. (formerly First National
City Bank), a national banking association incorporated and existing under and
by virtue of the laws of the United States of America, having an office at 111
Wall Street in the Borough of Manhattan, The City of New York, New York,
successor to CITY BANK FARMERS TRUST COMPANY (hereinafter with its predecessors
as trustee called the "Mortgage Trustee" or the "Trustee"):


                                       2

        WHEREAS, the Company has heretofore executed and delivered to the
Trustee an Indenture of Mortgage and Deed of Trust (the "Original Indenture"),
dated as of March 1, 1944;

         WHEREAS, the Company has heretofore executed and delivered to the
Trustee the Twenty-ninth Supplemental Indenture, which became effective April 1,
1994, to provide for the modification and restatement of the Original Indenture
as previously amended (as so amended, supplemented and modified the
"Indenture"), and to secure the Company's First Mortgage Bonds, unlimited in
aggregate principal amount except as therein otherwise provided, issued pursuant
to the:

      Thirtieth Supplemental Indenture, dated as of September 1, 1991;
      Thirty-first Supplemental Indenture, dated as of December 15, 1991;
      Thirty-second Supplemental Indenture, dated as of January 5, 1993;
      Thirty-third Supplemental Indenture, dated as of May 1, 1995;
      Thirty-fourth Supplemental Indenture, dated as of November 1, 1996;
      Thirty-fifth Supplemental Indenture, dated as of June 18, 1998; and
      Thirty-sixth Supplemental Indenture, dated as of August 15, 2001;

         WHEREAS, at the date hereof there were outstanding First Mortgage Bonds
of the Company issued under the Indenture, of 7 series in the principal amounts
set forth below (including Collateral Bonds):


                                       3



                                        AMOUNT              AMOUNT
    DESIGNATION OF SERIES          INITIALLY ISSUED       OUTSTANDING
    ---------------------          ----------------       -----------
                                                    
First Mortgage Bonds
  (Secured Term Notes, Series A)
   7-1/2% Series due 2020             10,000,000            9,578,000
   6-3/4% Series due 2023             20,000,000           15,100,000

First Mortgage Bonds
  (Secured Term Notes, Series B)
  8-1/4% Series due 2014              80,000,000           80,000,000
  7-1/2% Series due 2020              20,000,000           18,833,000
  7% Series due 2025                  40,000,000           40,000,000

First Mortgage Bonds
  (Secured Term Notes, Series B)
  6.72% Series due 2003                4,150,000            4,150,000
  6.80% Series due 2003               15,850,000           15,850,000
  7.15% Series due 2006               40,000,000           40,000,000
  7.06% Series due 2012               40,000,000           40,000,000

First Mortgage Bonds
  (Secured Medium-Term Notes,
Series C)
  7.21% Series due 2007               30,000,000           30,000,000
  7.60% Series due 2017               15,000,000           14,604,000

Collateral Bonds
  (Remarketable Securities)

  Collateral Series A                 75,000,000           75,000,000
  Collateral Series B                 75,000,000           75,000,000

  (Senior Notes)
  Collateral Series C                 55,000,000           52,354,000
  Collateral Series D                 55,000,000           55,000,000
  6 1/8% Collateral                  200,000,000          200,000,000
  Bonds Due 2008


         and


                                       4

         WHEREAS, the Company desires in and by this Supplemental Indenture to
establish an issue of bonds to be issued under the Indenture of the series
established under the Thirty-fifth Supplemental Indenture, to designate the
terms thereof, to specify the particulars necessary to describe and define the
same and to specify such other provisions and agreements in respect thereof as
are in the Indenture provided or permitted; and

         WHEREAS, all the conditions and requirements necessary to make this
Supplemental Indenture, when duly executed and delivered, a valid, binding and
legal instrument in accordance with its terms and for the purposes herein
expressed, have been done, performed and fulfilled, and the execution and
delivery of this Supplemental Indenture in the form and with the terms hereof
have been in all respects duly authorized;

         NOW, THEREFORE, in consideration of the premises and in further
consideration of the sum of One Dollar in lawful money of the United States of
America paid to the Company by the Trustee at or before the execution and
delivery of this Thirty-seventh Supplemental Indenture, the receipt whereof is
hereby acknowledged, and of other good and valuable consideration, it is agreed
by and between the Company and the Trustee as follows:

                                    ARTICLE I
                          ESTABLISHMENT OF AN ISSUE OF
                       FIRST MORTGAGE BONDS, OF THE SERIES
               DESIGNATED AND DISTINGUISHED AS "COLLATERAL BONDS"

         SECTION 1 There is hereby established an issue of bonds to be issued
under and secured by the Indenture, to be known as "First Mortgage Bonds,"
designated and distinguished as "Collateral Bonds" of the Company (herein
collectively sometimes called the "Collateral Bonds") of the series established
under the Thirty-fifth Supplemental Indenture. The Collateral Bonds may be
issued without limitation as to aggregate principal amount except as provided in
the Indenture (including the Thirty-fifth Supplemental Indenture) and in this
Supplemental Indenture. The Collateral Bonds shall be registered bonds without
coupons and shall be dated as of the date of the authentication thereof by the
Mortgage Trustee.

         A separate issue of Collateral Bonds, designated "5.70% Collateral
Bonds due 2033," is being issued by the Company hereunder contemporaneously with
the issuance of a separate series of senior debt securities of the Company
designated as the Company's "5.70% Senior Notes, 2003 Series A due 2033" (the
"Senior Notes") and is being issued and assigned and delivered to Citibank,
N.A., as trustee (in such capacity, together with any


                                       5

successor trustee(s), the "Senior Trustee") under the Indenture, dated as of
June 1, 1998, as amended, supplemented and modified, governing such senior debt
securities (as so amended, supplemented and modified, the "Senior Indenture"),
in such capacity, as collateral for the benefit of the holders of the Senior
Notes. The series of such senior debt securities collateralized by any
Collateral Bonds issued hereunder shall be referred to as the "Related Notes"
with respect to such Collateral Bonds.

         The issue of Collateral Bonds established hereby shall bear interest at
such rate or rates and be payable on such date or dates, shall mature and be
subject to mandatory or optional redemption on such date or dates and shall have
such other terms and provisions not inconsistent with the Indenture as are set
forth in the form of Collateral Bond, and the form of Trustee's Certificate to
be endorsed on such bonds, as are set forth substantially in the following forms
respectively (herein sometimes called the "Bond Form"):

No. R-1
Principal Amount

                                                                    $200,000,000

                        MICHIGAN CONSOLIDATED GAS COMPANY
              FIRST MORTGAGE BONDS, 5.70% COLLATERAL BONDS DUE 2033
                                being a series of
                              FIRST MORTGAGE BONDS

ORIGINAL ISSUE DATE: FEBRUARY 20, 2003

MATURITY DATE: MARCH 15, 2033

THE FIRST MORTGAGE BONDS, 5.70% COLLATERAL BONDS DUE 2033 (HEREINAFTER,
"COLLATERAL BONDS"), REPRESENTED BY THIS CERTIFICATE ARE BEING ISSUED AND
DELIVERED BY THE COMPANY TO CITIBANK, N.A., AS TRUSTEE (IN SUCH CAPACITY, THE
"SENIOR TRUSTEE") UNDER AN INDENTURE, DATED AS OF JUNE 1, 1998, BETWEEN THE
COMPANY AND THE SENIOR TRUSTEE, AS AMENDED, SUPPLEMENTED AND MODIFIED FROM TIME
TO TIME AND AS SUPPLEMENTED BY THE SUPPLEMENTAL INDENTURE THERETO DATED AS OF
FEBRUARY 15, 2003 (AS SO AMENDED, SUPPLEMENTED AND MODIFIED, THE "SENIOR
INDENTURE"). THE


                                       6

COLLATERAL BONDS ARE TO BE HELD IN TRUST AS COLLATERAL FOR THE BENEFIT OF THE
HOLDERS OF $200,000,000 AGGREGATE PRINCIPAL AMOUNT OF 5.70% SENIOR NOTES, 2003
SERIES A DUE 2033 (THE "RELATED NOTES") ISSUED PURSUANT TO THE SENIOR INDENTURE.

THE COLLATERAL BONDS MAY NOT BE SOLD OR OTHERWISE TRANSFERRED (EXCEPT TO A
SUCCESSOR TRUSTEE UNDER THE SENIOR INDENTURE) UNTIL THE EARLIER OF THE RELEASE
DATE (AS DEFINED BELOW) OR THE PRIOR RETIREMENT OF THE RELATED NOTES THROUGH
REDEMPTION, REPURCHASE OR OTHERWISE.

THE INTEREST RATE ON THE COLLATERAL BONDS SHALL AT ALL TIMES BE IDENTICAL TO
THAT OF, AND SHALL BE ESTABLISHED IN THE MANNER SET FORTH IN, THE RELATED NOTES.

THE INTEREST PAYMENT DATES IN RESPECT OF THE COLLATERAL BONDS SHALL AT ALL TIMES
BE IDENTICAL TO THOSE OF, AND SHALL BE ESTABLISHED IN THE MANNER SET FORTH IN,
THE RELATED NOTES.

THE COMPANY SHALL MAKE PAYMENTS OF THE PRINCIPAL OF, AND PREMIUM, IF ANY, AND
INTEREST ON, THE COLLATERAL BONDS, TO THE SENIOR TRUSTEE, WHICH PAYMENTS SHALL
BE APPLIED BY THE SENIOR TRUSTEE TO THE SATISFACTION OF OBLIGATIONS ON THE
RELATED NOTES.

THE MATURITY DATE SPECIFIED ABOVE IS ALSO THE MATURITY DATE OF THE RELATED
NOTES.

         MICHIGAN CONSOLIDATED GAS COMPANY (hereinafter called the "Company"), a
corporation of the State of Michigan, for value received, hereby promises to pay
to CITIBANK, N.A., as trustee for the benefit of the holders of the Related
Notes, or registered assigns (in such capacity, the "Senior Trustee"), the sum
of Two Hundred Million Dollars ($200,000,000) on the Maturity Date specified
above, at the corporate trust office of the Mortgage Trustee hereinafter named
in the Borough of Manhattan, The City of New York, New York, or at the principal
office of any successor in trust, in lawful money of the United States of
America, and to pay interest thereon at the Interest Rate(s) from time to time
specified in or determined pursuant to the Related Notes, in like lawful money
payable at the office or agency of the Company in the Borough of Manhattan, The
City of New York, New York on such interest


                                       7

payment date(s) and on the Maturity Date (each an "Interest Payment Date") as
provided in the Related Notes, from the Original Issue Date specified above or
from the most recent Interest Payment Date to which interest has been paid,
commencing on September 15, 2003, until the Company's obligation with respect to
the payment of such principal sum shall be discharged as provided in the
Indenture hereinafter mentioned and the Senior Indenture. If the date of the
Collateral Bonds represented by this certificate is after a Record Date (as
defined below) with respect to any Interest Payment Date and prior to such
Interest Payment Date, then payment of interest shall commence on the second
Interest Payment Date succeeding such date. If the Company shall default in the
payment of interest due on any Interest Payment Date, then interest shall be
payable from the next preceding Interest Payment Date to which interest has been
paid, or, if no such interest has been paid on the Collateral Bonds represented
by this certificate, from the Original Issue Date. So long as there is no
existing default in the payment of interest, the person in whose name the
Collateral Bonds represented by this certificate were registered at the close of
business on the relevant Record Date with respect to an Interest Payment Date
shall be entitled to receive the interest payable on such Interest Payment Date,
except that if the Company shall default in the payment of interest due on such
Interest Payment Date, such defaulted interest shall be paid to the person in
whose name the Collateral Bonds represented by this Certificate are registered
on the Record Date for the Interest Payment Date fixed by the Company for the
payment of such defaulted interest, provided that in no case shall such Record
Date be less than ten days after notice thereof shall have been mailed to all
registered holders of Collateral Bonds. The term "Record Date" as used herein
with respect to any Interest Payment Date otherwise shall mean the fifteenth
calendar (whether or not a Business Day) prior to such Interest Payment Date.

         "Business Day" means any day other than a day on which banking
institutions in The State of New York or the State of Michigan are authorized or
obligated pursuant to law or executive order to close. In the event that any
Interest Payment Date, redemption date or maturity date is not a Business Day,
then the required payment of principal, premium, if any, and interest will be
made on the next succeeding day that is a Business Day (and without any interest
or other payment in respect of any such delay).

         The bonds represented by this certificate, of the series hereinafter
specified, are bonds of the Company (herein called the "bonds") known as its
"First Mortgage Bonds," issued and to be issued in one or more series under, and
all equally and ratably secured by, an Indenture of Mortgage and Deed of Trust
dated as of March 1, 1944, duly executed by the Company to City Bank Farmers
Trust Company (now known as Citibank, N.A., successor trustee, as "Mortgage
Trustee") and Ralph E. Morton as restated in Part II of the Twenty-ninth


                                       8

Supplemental Indenture dated as of July 15, 1989, which became effective on
April 1, 1994, to which indenture and all indentures supplemental thereto
executed on and after July 15, 1989 reference is hereby made for a description
of the property mortgaged and pledged, the nature and extent of the security,
the terms and conditions upon which the bonds are, and are to be, issued and
secured, and the rights of the holders of the bonds and of the Mortgage Trustee
in respect of such security (which indenture and all indentures supplemental
thereto, including the Thirty-seventh Supplemental Indenture dated as of
February 15, 2003, are hereinafter collectively called the "Original
Indenture"). As provided in the Original Indenture, the bonds may be for various
principal sums and are issuable in series, which may mature at different times,
may bear interest at different rates and may otherwise vary as therein provided.
The bonds represented by this certificate are part of a Series designated
"Collateral Bonds," herein called Collateral Bonds, created by the Thirty-fifth
Supplemental Indenture, dated as of June 18, 1998, as supplemented by the
Thirty-seventh Supplemental Indenture dated as of February 15, 2003, as provided
for in the Indenture.

         With the consent of the Company and to the extent permitted by and as
provided in the Indenture and the Senior Indenture, the rights and obligations
of the Company and/or the rights of the holders of the issue of Collateral Bonds
established by the Thirty-seventh Supplemental Indenture and/or the terms and
provisions of the Indenture may be modified or altered by such affirmative vote
or votes of the holders of the Related Notes then outstanding as are specified
in the Senior Indenture.

         The Collateral Bonds shall be redeemed if and to the extent Related
Notes are redeemed, as provided in the Senior Indenture with respect to the
Related Notes and in the Related Notes.

         In case an Event of Default as defined in the Indenture or the Senior
Indenture shall occur, the principal of the Collateral Bonds may become or be
declared due and payable in the manner, with the effect, and subject to the
conditions provided in the Indenture and the Senior Indenture.

         The Senior Trustee has agreed pursuant to the Senior Indenture to hold
the Collateral Bonds as collateral for the benefit of the holders of the Related
Notes under all circumstances and not to transfer (except to a successor
trustee) such Collateral Bonds until the earlier of the Release Date or the
prior retirement of the Related Notes through redemption, repurchase or
otherwise. "Release Date" means the date on which all First Mortgage Bonds of
the Company issued and outstanding under the Original Indenture, other than the
Collateral Bonds, have been retired (at, before or after the maturity thereof)
through payment,


                                       9

redemption or otherwise provided that no default or event of default has
occurred and is continuing under the Senior Indenture. On the Release Date, the
Senior Trustee shall deliver to the Company for cancellation all Collateral
Bonds, and the Company shall cause the Senior Trustee to provide notice to all
holders of Related Notes of the occurrence of the Release Date. As a result, on
the Release Date, the Collateral Bonds shall cease to secure the Related Notes,
and, at the option of the Company, the Related Notes, either (i) will become
unsecured general obligations of the Company or (ii) will be secured by
substituted Collateral Bonds. Following the Release Date, the Company shall
cause the Indenture to be closed, and the Company shall not issue any additional
Collateral Bonds to be issued thereunder. From and after the Release Date, the
Company's obligations in respect of the Collateral Bonds shall be satisfied and
discharged.

         No recourse shall be had for the payment of the principal of, or the
interest on, the Collateral Bonds, or for any claim based hereon or otherwise in
respect of the Collateral Bonds or the Indenture, the Senior Indenture or any
indenture supplemental to either thereof, or against any incorporator,
stockholder, director or officer, past, present or future, of the Company, as
such, or any predecessor or successor corporation, either directly or through
the Company or any such predecessor or successor corporation, whether by virtue
of any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise, all such liability, whether at common law,
in equity, by any constitution, statute or otherwise, of incorporators,
stockholders, directors or officers being waived and released by the owner
hereof and every owner of any Related Note by the acceptance of the Collateral
Bonds or such Related Note, as the case may be, and as part of the consideration
for the issue thereof, and being likewise waived and released pursuant to the
Indenture and the Senior Indenture.

         This bond shall not be valid or become obligatory for any purpose
unless and until the certificate of authentication hereon shall have been
manually executed by the Mortgage Trustee or its successor in trust under the
Indenture.


                                       10

         IN WITNESS WHEREOF, MICHIGAN CONSOLIDATED GAS COMPANY has caused this
certificate to be executed under its name with the signature of its duly
authorized Officer, under its corporate seal, which may be a facsimile, attested
with the signature of its Assistant Corporate Secretary.

  Dated:  February 20, 2003

                           MICHIGAN CONSOLIDATED GAS COMPANY


                           By:______________________________
                              N. A. Khouri
                              Vice President and Treasurer
Attest:

By:_____________________________________________
   Susan E. Riske, Assistant Corporate Secretary



         The bonds represented by this certificate constitute Collateral Bonds
of the series designated and described in the within-mentioned Indenture.

                           CITIBANK, N.A., as Mortgage Trustee


                           By:________________________________
                              Authorized Officer


                                       11

         So long as there is no existing default in the payment of interest on
the Collateral Bonds, all Collateral Bonds authenticated by the Trustee after
the Record Date specified for any Interest Payment Date, and prior to such
Interest Payment Date (unless the issue date hereinafter specified is after such
Record Date) shall be dated the date of authentication, but shall bear interest
from such Interest Payment Date, and the person in whose name any Collateral
Bond is registered at the close of business on any Record Date with respect to
any Interest Payment Date shall be entitled to receive the interest payable on
such Interest Payment Date notwithstanding any transfer or exchange of such
Collateral Bond subsequent to the Record Date and on or prior to such Interest
Payment Date, except if and to the extent the Company shall default in the
payment of the interest due on such Interest Payment Date, in which case such
defaulted interest shall be paid to the person in whose name such Collateral
Bond is registered on the Record Date for the special Interest Payment Date
fixed by the Company for the payment of such defaulted interest, provided that
in no case shall such Record Date be less than ten days after notice thereof
shall have been mailed to all registered holders of Collateral Bonds; and
provided that interest payable on a maturity date shall be payable to the person
to whom the principal thereof is payable. If the issue date of any Collateral
Bond is after such Record Date, such Collateral Bond shall bear interest from
the issue date but payment of interest shall commence on the second Interest
Payment Date next succeeding the issue date. Any notice which is mailed as
herein provided shall be conclusively presumed to have been properly and
sufficiently given on the date of such mailing, whether or not the holder
receives notice.

         The terms "Interest Payment Date", "Record Date" and "Business Day" as
used herein are defined in the Bond Form.

         The term "issue date" as used herein with respect to the issue of
Collateral Bonds established hereby shall mean the date of first authentication
of such Collateral Bonds.

         As used in this Section 1, the term "default in the payment of
interest" means failure to pay interest on the applicable Interest Payment Date
disregarding any period of grace permitted by Section 9.01 of the Indenture.

         The Company shall make payments of the principal of, and premium or
interest on, the Collateral Bonds to the Senior Trustee, which payments shall be
applied by the Senior Trustee to satisfaction of obligations on the Related
Notes in respect of such Collateral Bonds.

         SECTION 2. The issue of Collateral Bonds established hereby shall be
redeemed if and to the extent the Related Notes with respect to such


                                       12

Collateral Bonds are redeemed, as provided in the Senior Indenture and in such
Related Notes. The redemption price in respect of any Collateral Bonds
(including principal, premium, if any, and interest thereon) shall be the
redemption price applicable to the Related Notes with respect to such Collateral
Bonds. Any notice required to be furnished to the holders of the Collateral
Bonds or the Trustee relating to the redemption of such Collateral Bonds shall
be considered furnished by the delivery of appropriate notice to the holders of
the Related Notes or the Senior Trustee, as the case may be, as provided in the
Senior Indenture and the Related Notes with respect to such Collateral Bonds.
Any redemption payment made by the Company on the Related Notes (whether for
principal, premium, if any, or interest) shall be applied by the Senior Trustee
as payment of the redemption price in respect of the correspondingly redeemed
Collateral Bonds. In the event the Related Notes with respect to the issue of
Collateral Bonds established hereby are redeemed in part, an equivalent
aggregate principal amount of the issue of Collateral Bonds established hereby
shall be so redeemed, the Senior Trustee, as holder of the Collateral Bonds as
collateral for such Related Notes, shall deliver to the Mortgage Trustee for
cancellation an equivalent principal amount of the issue of Collateral Bonds
established hereby corresponding to the Related Notes so redeemed, and the
Company shall execute and the Mortgage Trustee shall authenticate and deliver,
without charge, to the Senior Trustee, as holder thereof, one or more new
Collateral Bonds of authorized denominations for the unredeemed balance of any
Collateral Bonds surrendered for redemption in connection with the redemption of
the Related Notes.

         SECTION 3. The Collateral Bonds shall be registered bonds without
coupons. The Mortgage Trustee shall be the registrar and paying agent for the
Collateral Bonds, which duties it hereby accepts. Collateral Bonds may be issued
in the denomination of $1,000 or any integral multiple thereof.

         SECTION 4. As further provided in the Bond Form, the Collateral Bonds
shall not be assignable or transferable except as may be set forth under Article
IV of the Senior Indenture, or, subject to compliance with applicable law, as
may be involved in the course of the exercise of rights and remedies consequent
upon an Event of Default under the Senior Indenture. Subject to the foregoing,
the Collateral Bonds shall be exchangeable upon surrender thereof at the
corporate trust office of the Trustee in the Borough of Manhattan, The City of
New York, New York, for registered bonds of the same aggregate principal amount
and other terms, but of different authorized denomination or denominations, such
exchanges to be made without service charge (except for any stamp tax or other
governmental charge).


                                       13

         Every bond so surrendered shall be accompanied by a proper transfer
power duly executed by the registered owner or by duly authorized attorney
transferring such bond to the Company, and the signature to such transfer power
shall be guaranteed to the satisfaction of the Trustee. All bonds so surrendered
shall be forthwith canceled and delivered to or upon the order of the Company.
All bonds executed, authenticated and delivered in exchange for bonds so
surrendered shall be valid obligations of the Company, evidencing the same debt
as the bonds surrendered, and shall be secured by the same lien and be entitled
to the same benefits and protection as the bonds in exchange for which they are
executed, authenticated and delivered.

         The Company shall not be required to make any such exchange or any
registration of transfer (1) during a period of fifteen days next preceding any
Interest Payment Date, but only if there is an existing default in the payment
of interest on the Collateral Bonds on which such payment is due or (2) after
the bond so presented for exchange or registration of transfer, or any portion
thereof, has been called for redemption and notice thereof given to the
registered owner.

         SECTION 5. Pending the preparation of definitive Collateral Bonds, the
Company may from time to time execute, and upon its written order, the Trustee
shall authenticate and deliver, in lieu of such definitive bonds and subject to
the same provisions, limitations and conditions, one or more temporary bonds, in
registered form, of any denomination specified in the written order of the
Company for the authentication and delivery thereof, and with such omissions,
insertions and variations as may be determined by the Board of Directors of the
Company. Such temporary bonds shall be substantially of the tenor of the bonds
to be issued as herein before recited.

         If any such temporary Collateral Bonds shall at any time be so
authenticated and delivered in lieu of definitive bonds, the Company shall upon
request at its own expense prepare, execute and deliver to the Trustee and
thereupon, upon the presentation and surrender of temporary bonds, the Trustee
shall authenticate and deliver in exchange therefor, without charge to the
holder, definitive bonds of the same series and other terms, if any, and for the
same principal sum in the aggregate as the temporary bonds surrendered. All
temporary bonds so surrendered shall be forthwith canceled by the Trustee and
delivered to or upon the order of the Company. Until exchanged for definitive
bonds the temporary bonds shall in all respects be entitled to the lien and
security of the Indenture and all supplemental indentures.


                                       14

                                   ARTICLE II
                            ISSUE OF COLLATERAL BONDS

         The Company hereby increases the principal amount of Collateral Bonds
of the Thirty-second Series issuable under the Indenture to $700,000,000, in
addition to the aggregate principal amount of Collateral Bonds previously
issued, subject to change from time to time as permitted by the provisions of
the Indenture, without the consent of the holders of the Collateral Bonds, and
subject further to the provisions of the Indenture with respect to exchanges and
replacements of bonds. Collateral Bonds in the aggregate principal amount of
$200,000,000 in respect of the Related Notes may be executed, authenticated and
delivered from time to time as permitted by the provisions of the Indenture,
including with respect to exchange and replacement of bonds. The Company further
may, without the consent of the holders of the Collateral Bonds, "reopen" the
issue of Collateral Bonds established hereby so as to increase the aggregate
principal amount of such Collateral Bonds outstanding under the Indenture in
compliance with the procedures set forth in the Indenture, to equal the
aggregate principal amount of Related Notes outstanding upon a "reopening" of
such series, so long as any such additional Collateral Bonds have the same tenor
and terms as the issue of Collateral Bonds established hereby.

                                   ARTICLE III
                                   THE TRUSTEE

         The Trustee shall not be responsible in any manner whatsoever for or in
respect of the validity or sufficiency of this Supplemental Indenture or the due
execution hereof by the Company, or for or in respect of the recitals and
statements contained herein, all of which recitals and statements are made
solely by the Company.

         Except as herein otherwise provided, no duties, responsibilities or
liabilities are assumed, or shall be construed to be assumed, by the Trustee by
reason of this Supplemental Indenture other than as set forth in the Indenture
and this Supplemental Indenture is executed and accepted on behalf of the
Trustee, subject to all the terms and conditions set forth in the Indenture, as
fully to all intents as if the same were herein set forth at length.

                                   ARTICLE IV
                            MISCELLANEOUS PROVISIONS

         Except insofar as herein otherwise expressly provided, all the
provisions, terms and conditions of the Indenture shall be deemed to be
incorporated in, and made a part of, this Thirty-seventh Supplemental Indenture


                                       15

and the Twenty-ninth Supplemental Indenture dated as of July 15, 1989, by the
Thirtieth Supplemental Indenture dated as of September 1, 1991, by the
Thirty-first Supplemental Indenture dated as of December 15, 1991, by the
Thirty-second Supplemental Indenture dated as of January 5, 1993, by the
Thirty-third Supplemental Indenture dated as of May 1, 1995, by the
Thirty-fourth Supplemental Indenture dated as of November 1, 1996, by the
Thirty-fifth Supplemental Indenture dated as of June 18, 1998, by the
Thirty-sixth Supplemental Indenture dated as of August 15, 2001 and by this
Supplemental Indenture is in all respects ratified and confirmed; and the
Indenture and said Supplemental Indentures shall be read, taken and construed as
one and the same instrument.

         Except to the extent specifically provided therein, no provision of
this Supplemental Indenture or any future supplemental indenture is intended to
modify, and the parties do hereby adopt and confirm, the provisions of Section
318(c) of the Trust Indenture Act, which amend and supersede provisions of the
Indenture in effect prior to November 15, 1990.

         Nothing in this Supplemental Indenture is intended, or shall be
construed, to give to any person or corporation, other than the parties hereto
and the holders of Collateral Bonds issued and to be issued under and secured by
the Indenture, any legal or equitable right, remedy or claim under or in respect
of this Supplemental Indenture, or under any covenant, condition or provision
herein contained, all the covenants, conditions and provisions of this
Supplemental Indenture being intended to be, and being, for the sole and
exclusive benefit of the parties hereto and of the holders of bonds issued and
to be issued under the Indenture and secured thereby.

         All covenants, promises and agreements in this Supplemental Indenture
contained by or on behalf of the Company shall bind its successors and assigns
whether so expressed or not.

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


                                       16

         IN WITNESS WHEREOF, MICHIGAN CONSOLIDATED GAS COMPANY has caused this
Supplemental Indenture to be executed by its duly authorized Officer, and its
corporate seal to be hereunto affixed, and Citibank, N.A., as Mortgage Trustee
as aforesaid, has caused the same to be executed by one of its authorized
signatories and its corporate seal to be hereunto affixed, on the respective
dates of their acknowledgments hereinafter set forth, as of the date and year
first above written.

MICHIGAN CONSOLIDATED GAS COMPANY

By:  /s/ N. A. Khouri
     Name: N. A. Khouri
     Title: Vice President and Treasurer

Signed, sealed, acknowledged and delivered by MICHIGAN CONSOLIDATED GAS COMPANY
in the presence of:

/s/ K. Hier
K. Hier

/s/ F. Ginste
F. Ginste

State of Michigan }
                  } ss.
County of Wayne   }


         The foregoing instrument was acknowledged before me this 15th day of
February, 2003, by N. A. Khouri, of MICHIGAN CONSOLIDATED GAS COMPANY, a
Michigan corporation, on behalf of the corporation.

/s/Andrea L. Campau                                /s/Deborah Dub
ANDREA L. CAMPAU                                   DEBORAH DUB
Notary Public, Wayne County, MI                    Notary Public, Oakland
                                                     County, MI
My Commission Expires                              My Commission Expires
May 10, 2005                                       11-02-2005

Citibank, N.A., as Mortgage Trustee,
By:/s/Wafaa Orfy
      Name: Wafaa Orfy
      Title: Vice President

Signed, sealed, acknowledged and
delivered by CITIBANK, N.A.
in the presence of:

/s/John J. Byrnes
John J. Byrnes

/s/Nancy Forte
Nancy Forte


                                       2

State of New York          }
                           } ss.
County of New York         }

         The foregoing instrument was acknowledged before me this 13th day of
February, 2003, by Wafaa Orfy, as Vice President of Citibank, N.A., a national
banking association, on behalf of the association, as Trustee, as in said
instrument described.

                           /s/Jeffry Berger

                           JEFFRY BERGER
                           Notary Public, State of New York
                           No. 01BE5015814
                           Qualified in Kings County
                           Commission Expires July 26, 2005


                                       3

EX-15.6

                                                                    EXHIBIT 15-6




May 14, 2003

Michigan Consolidated Gas Company
Detroit, Michigan

We have made a review, in accordance with standards established by the American
Institute of Certified Public Accountants, of the unaudited interim financial
information of Michigan Consolidated Gas Company for the periods ended March 31,
2003 and 2002, as indicated in our report dated May 2, 2003; because we did not
perform an audit, we expressed no opinion on that information.

We are aware that our report referred to above, which is included in your
Quarterly Report on Form 10-Q for the quarter ended March 31, 2003, is
incorporated by reference in Registration Statement No. 333-63370 on Form S-3.

We are also aware that the aforementioned report, pursuant to Rule 436(c) under
the Securities Act of 1933, is not considered a part of the Registration
Statement prepared or certified by an accountant or a report prepared or
certified by an accountant within the meaning of Sections 7 and 11 of that Act.




Detroit, Michigan

EX-99.9

                                                                    EXHIBIT 99-9


                        CERTIFICATION OF PERIODIC REPORT

I, Anthony F. Earley, Jr., Chairman, President, Chief Executive and Chief
Operating Officer of Michigan Consolidated Gas Company (the "Company"), certify,
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section
1350, that to the best of my knowledge and belief:

(1)      the Quarterly Report on Form 10-Q of the Company for the quarterly
         period ended March 31, 2003 (the "Report") fully complies with the
         requirements of Section 13(a) or 15(d) of the Securities Exchange Act
         of 1934 (15 U.S.C. 78m or 78o(d)); and

(2)      the information contained in the Report fairly presents, in all
         material respects, the financial condition and results of operations of
         the Company.



Dated:   May 14, 2003                     /s/ ANTHONY F. EARLEY, JR.
                                 -----------------------------------------------
                                             Anthony F. Earley, Jr.
                                 Chairman, President, Chief Executive and Chief
                                             Operating Officer of
                                       Michigan Consolidated Gas Company


                                       19

EX-99.10

                                                                   EXHIBIT 99-10


                        CERTIFICATION OF PERIODIC REPORT

I, David E. Meador, Senior Vice President and Chief Financial Officer of
Michigan Consolidated Gas Company (the "Company"), certify, pursuant to Section
906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that to the best
of my knowledge and belief:

(1)      the Quarterly Report on Form 10-Q of the Company for the quarterly
         period ended March 31, 2003 (the "Report") fully complies with the
         requirements of Section 13(a) or 15(d) of the Securities Exchange Act
         of 1934 (15 U.S.C. 78m or 78o(d)); and

(2)      the information contained in the Report fairly presents, in all
         material respects, the financial condition and results of operations of
         the Company.



Dated:   May 14, 2003                             /s/ DAVID E. MEADOR
                                            ------------------------------------
                                                     David E. Meador
                                                 Senior Vice President and
                                                 Chief Financial Officer of
                                             Michigan Consolidated Gas Company

                                       20