This Agreement is made this 1st day of March, 1999 between CMS Marysville Gas Liquids Company, a Michigan Corporation ("CMS") and the Utility Workers Union of America, AFL-CIO, and its Michigan State Utility Workers Council, hereinafter sometimes referred to as "Union".

This Agreement is based on the following recitals:

A. CMS has purchased a majority of Consumers Energy Company's ("Consumers" ) interests in the assets at the facility located at 2510 Busha Highway, Marysville, Michigan ("Marysville").

B. At all times material Consumers and the Union have been parties to a collective bargaining agreement, effective June 1, 1995 to June 1, 2000, covering certain employees at the Marysville facility.

C. Article II, Section 5 of that collective bargaining agreement provides:

The provisions of this Agreement shall be binding not only upon the Company, but upon its successors and assigns. The Company shall make it a condition of the sale or transfer that the successors or assigns shall be bound by the terms of this Agreement. A copy of such a sale or transfer agreement shall be provided to the Union after its execution.

D. As part of the Services Agreement between CMS and Consumers, signed on July 14, 1998, CMS agreed to be bound by the collective bargaining agreement between Consumers and the Union.

NOW THEREFORE, in consideration of the foregoing, CMS and the Union agree that CMS is a successor to Consumers' obligation to recognize and bargain with the Union as the exclusive bargaining representative of the employees in the following appropriate bargaining unit:

All full-time and regular part-time Process Control Operators, Process Operators-GS, Process Operators-PH, Utility Operators, Plant Helpers, Qualified Welders, Machinists, Plant Repair Workers A, Plant Repair Workers B, Plant Repair Workers C, Electrical Repair Workers A, Electrical Repair Workers B, Electrical Repair Workers C, Head Stockkeepers, Stockkeepers, Stockhandlers, Advanced Unskilled Workers, Unskilled Workers and Plant Janitors employed at the Marysville facility located at 2510 Busha Highway, Marysville, Michigan, but excluding technicians, general and assistant general foremen, outside crew foremen, plant supervisors and any other supervisory employees with the authority to hire, promote, discharge, discipline, or otherwise effect changes in the status of employees, or effectively recommend such action, office employees, office building janitors and watchmen, plant watchmen, customer account representatives, connected load inspectors, electrical, mechanical and civil engineers, efficiency men, junior engineers, draftsmen, surveyors, chemists, architects, temporary employees hired for specific jobs (i.e., other than those listed in Exhibit "A" of the Working Agreement), and for not more than six months, part-time local servicemen and local servicemen who do not perform mechanical work in the regular course of employment and storekeepers with supervisory power who do not ordinarily do mechanical work, but including watchmen other than those excluded above, load dispatchers, meter readers, bill distributors, plant janitors, and storekeepers other than those excluded above.

CMS and the Union further agree that the collective bargaining agreement between the Utility Workers Union of America and Consumers covering Operation, Maintenance, and Construction employees for the period of June 1, 1995 to June 1, 2000 shall apply to employees within the above bargaining unit at Marysville and that CMS is bound to said agreement covering that facility.

CMS and the Union acknowledge that upon the expiration of the Services Agreement between CMS and Consumers on June 1, 2000, all employees within the above bargaining unit then employed at Marysville, who previously had remained employees of Consumers Energy, will now be employees of CMS.

CMS acknowledges that it is obligated to bargain with the Union in good faith with respect to the wages, hours and other terms and conditions of employment of the employees in the bargaining unit described above, including with respect to the provisions of a successor agreement to the agreement expiring June 1, 2000.

The Union acknowledges that the gas liquids business is extremely competitive and agrees to bargain in good faith with CMS to negotiate agreements with Marysville to assure the success of the business in that competitive market.