ML19329E919

Agreement Between Util & Dow Chemical Co for Electric Svc

ML19329E919
Person / Time
Site:	Midland
Issue date:	06/21/1978
From:	CONSUMERS ENERGY CO. (FORMERLY CONSUMERS POWER CO.), DOW CHEMICAL CO.
To:
References
NUDOCS 8006180772
Download: ML19329E919 (71)

Text

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w_w _a a.m.....- m ./ , x_ v; , 'l 50-329 MIDLAND Ji Y.o N. '1 , 1 i AGREEMENI FOR ELECTRIC SERT / ICE j FOR CPC & DOW CHEMICAL CO. I-l r - i ^ w/ t rr. 6lM/g,,,,wM b i V r e d *; s ';4 , i, c 7& ~wvf m & 7**v** n*NT%etwN*N* 'w Waw=* - ; ef*# ^^ ..2 -l. c .g ii' 5' i v u-p. -s e ~ . 1 ~ .THIS DOCUMENT C0_NTAINS ! POOR QUAUTY-PAGES' ~ s 2 .r. e L- :i... z w. a_;7 u... E ~ ~ I ^ f' l s ---mm---_______ s ~_m ( 6 .,n m Y s. R ym l ) b L c g. ~ [' ~ i THE ATTACHED FILES ARE OFFICI AL RECOROS OF THE I s-DIV!SION OF COCUMEN T CONTROL. THE'r H AVE DEEtJ A CHARGED TO YOU FOR A LfMITED TfME PERIOD AND { MUST BE RETURNED TO THE RECORDS F AC!Lil Y e ,s., QBf6Ci( 0.],6. PLEASE f:0 No r'5{I[O 'OOCUM ENTS f 1 ~ 7 CHARG.3D Ou r THRoum(Tuc Mall.. REMOVAL OF ANY ^ -:UST f' 'f PAGE(St FROM DOCUMENT FOR REPRODUCTION .- -..u BE REFERRED TO FILE PERSONNEL. s ^ 4 i I I } . DE AOUNE HE ruaN eATE C. - UJ 6 r ) / fjy ~,./ ~,, l.jg' l, t .t' -~ v v. P 1r.s { 1 i 3 i L%^&,, I C s -=x-j i I t i "" " " 'A' " " ^ ' ' ' " 06I80 l b h ~ ~ ~

AGREEMENT FOR ELECTRIC SERVICE CONSUMERS PCWER CCMPANY/THE CCW CHEMICAL COMPANY June, 1973 g., y n > OM' ja 7

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a AGREEMENT FOR ELECTRIC SERVICE AGREEMENT, made -this 2150 day of June,'1978, between CONSUMERS POWER CCMPANY (hereinafter called " Consumers P:wer"), a Michigan corpora-tion having its principal ' office at Jackson, Michigan, and THE DOW CHEMICAL COMPANY.(bereinafter called "Dcw"), a Delaware corpcration authorized to do business in the State of Michigan, having its principal office therein at Midland, Michigan, as folicws: 1. _ Consumers Pcwer agrees to supply, and Dew agrees to purchase hereunder, electric energy as auxiliary or standby to Ocw's electric generating facilities located at Dcw's chemical plant ccmplex, including all contiguous administrative and other facilities, (herein-l after called "Dcw's Midland Ccmplex") located in Sections 19, 20, 21, I l 22, 23, 24, 25, 25, 27, 23, 29, 35 and 36 in the City of Midland and Midland Township, and Sections 1, 2 and 11 in Ingersoll Township, all in Midland County, Michigan, Sections 31 and 32 in Williams Township, Say County, Michigan, and Sections 5, 6, 7 and 8 in Tittabawassee Township, Saginaw County,- Michigan, together with any other land that Dcw may in the future acquire that is contiguous to any part of the above-described land, for the operation of Dew's Midland Cceplex and for the cperation of all of Dew's wells served by Dcw's existing Midland Ccmplex primary l electric distribution system and shown n the attached Exhibit A, includ-i ing moderni:ation.and replacements thereof. E l

Agreement for Electric Service Page 2 2. The electric energy to be supplied hereunder shall be alternating current, three phase, 60 hertz, at approximately 13,800 volts. Deliverj shall be made at mutually agreeable points at Ccasumers Power cwned 138,C00-13,800 volt Dow West and Dcw North substations at Dcw's Midland Ccmplex. Said energy shall be metered at each of said substations and totalized for billing purposes by meters and metering equipment furnished, installed and maintained by Censumers Pcwer. Consumers Power shall make periodic tests of its meters and keep them within acceptable standards of accuracy. Cow shall furnish, without cost to Consumers Pcwer, a suitable site er sites on its premises for Consumers Power's 138,000-13,500 volt substation equipment and trans-mission lines. If, during the term hereof, Ocw's use of its premises makes necessary the relocation of said facilities, frem the site or sites so furnished, to another sita or sites on its premises, Consumers Pcwer shall relocate the same a Dcw's request, and Ocw shall reimburse Consumers Pcwer for the cost thereby incurred. Consumers Pcwer, its agents and employees, stall have full right and authority of ingress and egress at all times on and across Dcw's premises for the purpose of cons.ructing, cperating, maintaining, replacing, repairing, moving and reccving its said facili ies. Ocw's use of its premises shall not unreascnably interfere with Censumers ?cwer's said right of ingress and egress. Ocw shall afford adequate protection to avoid damage to cr tampering or interference with Cansumers Pcwer's said substatica equi; men and transmissica lines, meters and metering equipment.

T Agreement for Electric Service Page 3 3. Ocw shall pay for such energy in accordance with Consumers Pcwer's Ra te "F". By reason of the character of the proposed use of service, it is also subject to the provisions of Rule 12(i) - Auxiliary or Standby Service, of Ccnsumers Pcwer's Standard Electric Rults and Regulaticns. A copy of said Rate and Sheet No. 5.06 and Sheet No. 5.07 containing said Rule are attached hereto and made a part hereof as Exhibit 3. Said service shall also be subject to such future revisions and amendments to said Rate or Rule, or both, supplements heretc, or substitutes therefor as are hereaf ter filed with and approved by the Michigan Public Service Ccmaission. Subject to Censumers Pcwer's Standard Electric Rules and Regulaticns, Ocw may, by notice given to Ccasumers Power not less than thirty (30) days prior to the ccmmencement rf the initial term hereef, elect to take service in accordance with any other 4 \\- Consumers Power rate schedule apprcved by the Michigan Public Service Ccemission and avaiiable by its terms to customers of Dcw's class. After the ccamencement cf the original term hereof, Dow shall have the right frca time to time to select a different Ccasumers Pcwer rate a schedule approved by the Michigan Public Service Commission, in accordance with and upcn the conditions permitted by the rules and regulations of said Cccaission. The parties reccgnize that when Censumers Power is unable to serve precass steam to Dcw pursuant to the General Agreement between the parties executed ccncurrently herewi h (the " General Agreemenc") because Units 1 and 2 of Censumers Pcuer's Midland Plant are both cut of service, Ocw's electric demand may be reduced if (i) Ocw is forced to shut dcwn precesses for lack cf process steam cr (ii) Ocw generates

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D Agreement for Electric Service Page 4 electricity for use in its Midle*4 Complex incidental to its production of process steam in its own facilities to replace the process steam normally supplied.frca censumers Power's Midland Plant. Accordingly, Consumers Power shall use.its best efforts to obtain authorization frcm the Michigan Public Service Ccmmission to bill Ocw on the basis of actual electric demand during perieds that both Units 1 and 2 are cut of service, resulting in the 'cccurrence of li' cr (ii) above. - 4. It is further agreed that: (a) Ocw's initial contract demand for such service shall be 174,000 kilcwatts. Before the ccamencament of the initial term of 'this Agrezment,' Dow may, by. written notice to Consumers Pcwer given en or before March 1,1981, increase or decrease its initial contract q. demand by no more than 25,000 kilcwatts from such contract demand; provided, bewever, that if Censumers Pcwer shall at any time giva Dcw written notice that the date of ccamencement of such initial term is expected to be a date other than March 1,1982, then Dcw shall give such notice, if any, cne year prior to such other date er if Consumers Power's written notice isLgiven within a period of one year er less prior to the date of ccmmencement cf such initial term, then Ocw's written notice, if any', shall be given within thirty (30) days after Consumers Pcwer's written notice. (b).Such service is.for the sole use of Deu, for the purposes aforesaid, and shall not be transmitced elsewhere or shared or resold. .Said energy m2y be used by Dcw as auxiliary to electric energy generated .9

e Agreement for Electric Service Page 5 by its own generating facilities. Ccnsumers Power agrees to permit Dow, when Oow so desires, to opera'te Ocw's electric generating facilities in parallel with Censumers Pcwer's electric system; provided, hcwever, that - such parallel' operatien shall at no time create a haaard or disturb, impair or interfere with Censumers Pcwer's service to other custcmers. Dow further agrees that the electric energy furni',hed by Consumers Power shall not be utilized in such manner as to cause any objectionable inductive interference in ccmmunication circuits. (c) Such service shall be governed by Censumers Pcwer's Standard Electric Rules and Regulations filed with the Michigan Public Service Ccmaission, and such future revisions and amendments therecf, supplements thereto, or substitutes therefor as may be filed with and , approved by the. Michigan Public Ser/ ice Ccmmission during the term of this Agreement. 1 (d) Except as to the demand and minimum ~ charges payable by Cow, prescribed in the then applicable Rate Schedule and Rules, neither party shall-be liable ~ to the other for damages for any act, caission er circumstance cccasioned by or intcensequence cf any act of God, labor ' disturbance, act of the public enemy, war, insurrection, riot, fire, .stcrm or -floed, explosion, breakage or accident to machinery or equip-ment, cr by' any other.cause cr causes beyond such party's control, including-s... curtailment,. order,' regulation or restriction imposed by governmental, military or lawfully established civilian authorities, or-b'y the' making of necessary repairs upcn the prcperty cr equipment of-f s. y w T

Agreement for Electric Service Page 5 either party hereto; provided, however, that Consumers Pcwer's respcasi-bility for interruptions in the service, phase failure or reversal, or Variations in the service characteristics shall be as provided in said Standard Electric Rules and Regulations. (e) This Agreement will cecome effective en the Ccmmercial Steam Operatica Dute as defined under the General Agreement. It is presently estimate <. by Censumers Power thac said Ccmmercial Steam Operation Date ,.f il occur in March,1982. (f) The initial term of this Agreement will continue until January 1,1985 or for One (1) year, whichever period is icnger, and -from year to year.thereafter until terminated by mutual consent, or terminated at the expiration of any contract year by either party giving the other at least one (1) year's written notice of its desire to terminate this Agreement at the expiration of any contract yecr, which notice may be given at any time. l (g) Due to the size of Ocw's lead and the ccmplex nature of l its operation as well as the nature and size of Censumers Pcwer's invest-ment to serve Ocw hereunder, Ocw shall pay Ccasumers Pcwer a charge upon i Cow's termination of this Agreement cr upon reduction cf Ocw's centract demand, if such termination or reduction shall occur at any time frca the. signing cf this Agreemenc until five (5) years after the C mmercial Steam Operation Date. In the event of such terminaticn, che charge shall ccasist of the criginal. cost cf Censumers Pcwer's substatica n e 2

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4 s e Agreement for Electric Service Page 8 4 and assigns of.the respective parties hereto. This Agreement will al.ic cancel and supersede, as of the date of ccmcencement of the initial tam hereof, the contract between the parties hereto dated December 30, 1969, for the purchase of electric energy at the above location, including any revisions and amendments thereof, supplements thereto, and substituticas therefor _ agreed to between-the parties price to the date of cccmencement of the initial tem hereof. Ill WITNESS WHEREOF, the parties hareto have executed this Agreement in duplicate by their duly authorized representatives effec- -tive as of the day and year first above written. CONSUMERS POWER COMPANY THE OCW CHEMICAL C.0MPN4Y L Av,! / Sy By /. j ?/1 c S//) & f f ~ r / Its asi j ~l i It3 uso cc t 2:=75 J i.y i /u. /

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M.P.S.C. No. 7 - Elec:eie Sixteenth Revis:d Sheet No.16.00 Consumers Power Campany Cance!!ing Fifteenth Restwd Sheet No.16.00 (To revise kn:hly Rate, Fuel Cas: A ljustment and De!syed Ptyment Ch:?se) COSO!ERCIAL.-LND INDUSTRLAL PRDIARY HIGH LOAD FACTOR SERVICE ~ (OPTIONAL CONTR ACT RATE "F") Availability: 0;<a to any customer de: inns ;rirnarf voltsge service for :cmmer:i21 er indus::i21 use where the bEling demand is 100 kW ce mere. This ste is not'av2dable for stree:!ishting service or far re:21e put;cscs. Nature of Serv.ce: Nfet :o Rate Ins :ue:::n 3ud:::n M Alterna:ing current, 60 bet::. negle phase, Or dree ;hase, de ;2 :i:u.In nature of de veitsge != each :sse to be de:er=2ned by :he Company. Monthly Rate: hfer to Rate Instrue::en Sune:in 3 3 Cap 2citf C* urge: J7.75 ;er kW for the fir:: 2,C00 kW of bining demand, J4.40 ;er k?. (cr the nex: 13,000 kW of bdibg de:- and, 3J.30 ;e kW for silover 20,000 kW of bit.ing demand. Energy Charge: 1.701per kWh for 211 kWh cor::umed duri::t the on.ce:k pe"::d, 1.304 ;er kWh for :1! kWh can:un:ed dur:nf :he off peak er :d. I Fuel Cost Adjustment 2nd Arche:ed hwer Cast Adjustment: Refer :: %2:e ::strue:!cn Sail::n iM T* sit re:e it subjec: :s :he CJm;cny's Fal Cast Adlu:: ment 2nd bren:ed hwer CJ : Adfus::n en t :: i

etfarth in Rule iS of:he Camp:ny's 5::::dard Rules:nd Repla::en:.

i Tax Adjustment: (2) Bills ss!! he incressed within de 2:::its of politied :nbi.!visiens wL:h er/ spe:id :sses,2:tase fees or re::tais 2;2 ins: the Osm;2 y's prope.T/, or i:2 o;ers::en, or de ;tedu::1:n ind/cr sde of elet:n: j energy, to offset suen spen 21 :harges and :h teby prenn: ther :uttamers f:cm b:::tg :cmpe' led to l share such tecd ine:nses. r I (b) Buls 22!! be ine:32 sed :o off,e: 2.ny new or increased specfic :2x :: ex:::: i:n;osed by scy governrnentd 22:hcri:7 upon the Campany's 7,ent:st; n :r tale of ele :ntd ener;y. l Minimum Charge: g i l The c:;se::y enz ;e included la de rate. De!ayed Psyvnent C' urge: A delayed ;2yment :h:rge of 23 of the : :21 net bdl s3:11 be added : 2nyb:11 which is not paid an er beicre the ice da:e snown int:cen. at :ue ' ::e :h:li he 21 d.;ys failow:nr :he :::e of m: ding. (Cantmued on Shet: No. t 00!)

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+ M.P.S.C. No. 7 - Electric Ninth Revised Sheet No.16.01 Consumers Power Company - Cance!!!ca Eighth Rensed Sheet No.16.01 (T) ravs:e Adlustme st for Off.? ek Hour 0;erettoM R ATE "F" (Contindid frord Sheet 5'o.15.00) 3uling Demand: Refer to Rate Ins:ruction Sulierins 7 2 2nd 13-; The billing demand sh211 be de kdowat:s(kW) su;; lied dunng the 15-minu:e pened of =2ximum use in the bining mon:h 2djus:ed for off pes'c hout 0;eratica as specified below, but..ct !ess than 50% of de h:; nest billing demand of the ;te:eding i1 months, nor ie:s than 100 kW. When 2 cus:omer ;u2:2nteesin writing a tiiling demand of 2,5C0 kW cr mere for 2 minimum :erm of ruelve consecutive months. :he 5:116g demand e2:h month du in; de pened cf such gua 2n:ce sh2il be the averste of :he four maximum weekly demands f:r such = cath (the pened afte de f!:s: *1 days af ea:a sca:h being :ensidered to be de fou::n week); provided da: no bd!!ng de==d d2d be less :nn 605 :( :ne highest tuling demand af the ;recedinz 11 :nonds, sad in no :2:e iets 22 2,500 kW. Adju.::rnent for Off Peak Hour Operation: Re<er :: Rate Instru:::ca 3 ntin 7. De:nsads c :sted du:ing off-peak hcurs des:gn2ted by the Carno2ny in :he Com;2ny's "Sei:rdsle of ' On /cek and 0/PPed Sour Provts: ens" shall be disregarded ;rouded de ti:ing demand 2:11 not t less than JN/33 of de greate:: demand ::e2:ed in such off. peak hours nor les than 100 kW. Adjustment for Power Factor: Refer :o Rate Instrue::en Sui!etin -7 This rate requires a dete:=! stica cf de average ;owet fae:ct main:2ined by de : stamer during the ta'bg

ened. Such ave

2;e ;ower. facect wel be de:e.~:dned througn me:enn; of tagging k:!cv2: hours anc ki!cwatthours dunng de bCing ;enad. The calculated ratio of lagg:ng k:.lova hours to kilows:theurs ud then be converted to ae average ;cwer fac:ct for de 5d:ing peri:d by using the appropriate :envernen

.fac:cr. Whenever the aversge ;ower f2::ct during :he inibg ; cried is above.599 c: te!ow.300, the capacity char;s wd be adjus:ed as ici!cws: (2) If de aversge ;cwer (2::ct during de 5:111:3 pericd is.900 or higher, de capaci:y chstge wC1 he reduced by 25. This credi: shall act in 2ny :.sse be used to reduce de pres:nbed nin: mum chstge or the c2;aci:y chatre whe:: based upon 60% of de highes: :d!!ag demand of de ;t: ceding 11 mond:. (b) If the aversg ;cwer (2::or duri=g de tie!ng pericd is Ie:s than.500, :te c2; sci:7 char;e wi!! he ine:32 sed by the ratio : st.3C0 5e2:s :o the customer's average power ts::ct dunng the bu'ing pened. Terrn 2nd Form of Contrae:: Refer to Rate Instru:*:en 3u!!etin 13-2 Mi:umu= tern of one yes: en w ::::n cont:tet. (Continued on Sheet No.16E. Mued:- M2 c !!,1975 Ufe:tive: Ar esserric i<rvwe rew<r:Jn 2.maaf:er A r3 W.: M i !ssued urder wecary it reder er the Mcat;:n.Nesic Servn: C:mwoo J ted Agr510.1976 in C;.a f.'.asao :a2 C:sa U 44:1

.: sued by:- A. H. Aymond, Chs;-t:a of the 3.ntd :( mre : cts.

Jacuan. '.ney:n r i') s-

e e M.P.S.C. No. 7 - Electric Fourth Revised Sheet No,16.02 Consumers Power Company Cance!!ing Third Revtsed Sheet No.16.32 (T) revise Rules and Retuutions) . RATE "F" (Cantinued from Sheet.No,16.0 t) Rules and Regulations: L fer tv R ae :n,:r w :w n sude:Lis 4 3. 4 4 nd 4 5 Semca govern =d by Cam;any's 5'andud Rules and Rer.ds:icus. ' There servi: is sa;;iled it a accr_t:21 voltas of 25,000 veits er '.ess, ci : s:cmer shril fur::i:c, ins:Ml and main:2in ft ::::sary :rsc: form ag, entroCing sad pect::::ve equi; ment. Where the Company ete::s to measure :he servic: at a corni:21 vol:24: above 25,000 <cIts, 3 uC be dedue: d, fct hCi;:s pu7oses,I:::n ::: demand lad ta :;y =ensurements dus m: s. Wher; the Corn;*ny t!ects to 1:asure 2 se: <ies..t i nominsi veits;t af 13.s $2a 2,400 veits,3?i vc te 2dded.fer bCing ;urposes. :o tie d:cand and ensr77 me:.sur:ments thus =2d. Wh:re s:.ri:2 is suppiled it a ::cr;nal voltsg: :( core *han 05,000 volts and ths :ustomer ; tend:s all of the necessuy ::2csfor::ung, con::allin; 2nc ;r:tec:2ve qu:; ment for su af the semcs, d :: dail ':e deduc::d frem the ca;2 city ciarge hereut provtt.ed for, the hilowing nonthly errdit ;er M (2!::: 22:5 dedue:icn or the 33 sddi:ica ::le: td :o abcos) for ths =.ui:::um Integrated demand : :ted dur:ng :. month or for the bd:ing de mand, which ver is nis::r. For those customer: wittre ; rt of the:r load a :erved thrcuth customer->wned equ cment, the cretzt ;r.:il be b :ed on the m::: mum intett::ed de.'na:td (after the 2% deductica cr tas *G sdditica :sf t:rtd to stove) :::sted d: ing the =cata 2:0uga such customer <3wned equipment. (a) Supply Voltage 1,S,000 Vsits or Less: 3.30 per kW he :he ll:t 1.J00 kW, 3.23 pe

• kW he the next 3.3C0 k W, 3.10 per kW hr til over 1,200 kW.

(b) Supply F*al::ts Over.t!.000 Volts: 3.60 per k W he :he fir:: J,000 kW, 3.20 per kW hr :he next l0,000 ?:W, 3.lu per kW pr :ll over !!,000 kW. T:ese c* di:2 sh:ll sot be used :o reducs the pre:::-h ed mv:: mum ch:r:es.ncluded i:t :he ?::e. \\ bueJ: May :t,1 Me - f.!!e :m: iar siestri: wn.c remarn 23 and ar':tr A;ri ;3, !1M

• ssued uncer suin:eite of order at :n e

%N.W.in hroic Sexe C.1rvmam med A; rJ 10, t 9M in Case U4 94 :.:J Cse U.44 21 bed by: A H. Aymond. Ch:ttm:a of tw 2o:re of "Jro ers. J seksc.1..'.tcig2a (3) i

M. P. S. C. No.1 - Eks :fo Sixth Revised Sheet %. 3.C4 Coe.susa.ers Power Cocipur Caccelhar Tif6 Revned Sheer No. 3.06 (To e'wur MISC n:wese0 STA.NDA2D RL7.ES.LND RECULATIONS (Can=:ued inca Sheet No. 5.M) l' Appucacioo d Ratu (Coctinued) (0 kzcI!ary or St2nd 3y Services 2...r....?.,.w.........:..m....<.... - .. a. "Au.tdiary* seMee is de!!:ed u dat e!ece.: seMes which supple =ecu =eser scures ci ;ower su;;ly. 6 re he:.:3 drow-over 1= :g:ces:2. e:Ger eies::ie:1 :t ruechar.ica.l. wtuch ensble either :t h:d sources ci su;;iy to k ur.!!:ed !:t all er ur ;att ei de cas::=er's '. scal requite =ests.

• 5ta:d-by" semes is delbei as dat semee which i.s c2;ab e ci':e:ag used u ;t2ce ci de peersi!y used : cur:s el ;ower su;;;y. sere h=; :s ac=al use d es *st=d by* sem:s exce;e 5 =erge::y.

C:ast7=ers who ;crehise dl at ;rsetca!!y 13 ci dea vr.ergy requare=ents ircus de C4=;asy, but who ins::13 ge:arating equ ;=ect fet use Ody i.: case i fidtre ci is Cc=puy's semce. ct who use a rt!ativeIY !=til a=ount ci emer;y ;;:ented u a by product c' ---"#--~~.sg :r tesus; ;r: cesses. wd! ct he cc:sidered to be ur.sg de CJ=puy's semos !st e:ther an ' m/ cr s:=d/cy purpcses. M.cre a cust.:=er des:res to use the Ce=pasy's facditics 2.s aa auxilary or s:2=d by to pr. mary Or secondary serv. l _ !ce sup;2ed. cr capah!e el he=g su;;!ied !::cs sa:ther source se Cc=pacy edy ci!ers ::: Ceneral Secc=dary SeMce Rate "C.* cr its ?:t=ary Semes 32tes "D." and "F"* for such semce. U.e ap;Ilcstas ci de shove rat = :s au.adisty er staed by semes sha3 he s,ahiect ta de !:i'awi:2 g special ::cdi. 5::ss (1) Castnets !ct such sem s s'uil b net:sted es a specal ecctnc: f:r:2 f:t ~4-u::2 !sr=s ! ene yest. (4A "cc::nct de==d* d23 % iniddly at h2shed hv mutaal 2; tee =ent between de Ca=;uy =d de cus-t==er and 3 2: d i: is service cca: net. Es Car:;uy shad sc: he rew:ed to sup;iy ;ow-r to de cum::er in excess of 6s cca: 2c: d - *-d; hewever, da C =;=y will. at de w:.: : noest el is cu::=er =:de at ! cast thirty days is adyt:ce. ;er=:t 2s 5 crease = the ces:rset dam-d previded de Q:s;2ay his ;ower aV'adI:Ie.. t I (0) No esst:=ce sh.:3 he ;er=u::ed ta diect a reduct:s M hi.s :ce:rset dics:d by re::::.nc:i g ":t de u=e seMes, "A a bona fide reduc ::s :s had h2.s :c:;rred. (4) De hi".'s; d> -"d ;tevisi:cs b Rites *C." "D* ar.d "?" sha!! S =cd: lied ta ;nede est de h!!!a g de. c22:4 sh23 r.ct b Iess su 505 :: da bJ; hest b:1:in; demand af de precedi:g 11 =;nt'.s. :r 50% ci de l cc :r2ct de=ud. w:ichever is ; ts:er. a=d la :o esse k u 6.2a 15 kW =a Rats "C " 200 kW n Rats "O," or 100 kW o Rate ~7'* "'he bih h= 2d prems!=s :i Ra:es "D" and "?" d 2 h !:rC er =ed:ifed :s pnvide $st de bd'ing de=2nd sha.2 i: :o esse be bs 62s 505 si de a: u21 =ui=t:a hbvelu=pe e (WA) de=ud. l Whes de hi"J g de=2:ds 2 de: Rates "D* and "F" =3 de emi=ed by any el de =edific2:eu i=: d above, da ca;2c:7 6.ug: nedy based u ave =;e ;ower !==: sh211 =t apply. l L l 1 .(C22 :ued e Sh - No. 3.0") Usued: Wy 3, 370 Eiie: ve: For e!ce: ames re-deed :n Issued := der :uecrity ! ceder :i te "5 2I C; E'? 22 1209 Michi; a ? h'i: fem:, Cr. -hun Lied A;ni 20. 370 :s Cae U-n?9. !uued byt J. E C =pbeil. 3:enden:. pei.cn. Mkb;n C D,

.....--. u M.P.S.C. No. 7 - E!e:rric Ninth Revised Sheet No. 5.07 Cansumers Power Company Cmcellin2 Eighth Rensed Sheet No. 5.07 [D emie Rufu I:!U vtd I:ll)) STANDARD RULES AND REGULATIONS (Continued fram Sheet No. 5.06)

12. Appikation of Rates: (Contd)

(1) Anu!!ary or Standby Se:vics: (Contd) Ref: to Rate Instruction Sud.:.as 9 2 sad 13 2 e (3) For th protec: ion of :he Company's fac.!ities,:he cus:omer may be r: quit:d :o turnish, ins:d!1:d maintain a lcad E:n::ing devic: 2;; roved by and under the sois ::ntrcl of the Com;2 y. fj) Temporvy Servu:- Lf:t :: 5:: Ins: uwi:n 3.d:::ns

3. ; ;...J *..3 Cas::mers desir.ng general secondry serv::: fcr i shcr: et== :niy. such as for : ens::unca ; cts, trave!!ng shows, ou:dect et indcor entertainments cr ethntt:cas. ::. shai! ;ay ::: rn:rge : :usto :::t

er mond pro nded in

ta Gener21 Se:end:ry Servic: R2:e "3/* ;tevided. however, that il such sm.:

extt::ds for a ;eriod in ex::22 of six men:hs :he :25:omer may qualify for Oth:r of the Company's av2212ble rar:s. In addition, such cu.s::cer sh21: ;ay instd!sti:n and : mov21 chstg:s as foUows: (1) Whers 100/240 volt eng!s ;hass s:rvie:is desired 2nd such som: is avid 2:le 2: the st: at 'hs tme ta=;orary som: is dect:d, :he dar;: for ins:232:1cn and :merd :f : m;ct2ry. single ;hs.2, three wir=, 100/040 voit semes shall be: (2) Fct tem;ctsry Overhead service 3 $0.00 (b) For temporary :nder;round :,ervice, dur.nz :he pe:.:d f::m Aptd 1 to Dec mber 14 3 75.00 (c) For tem;ct2ry uncerzreund service, dur.: s :he ;eriod from De :=ber !$ to March 31 3100.00 (2) Wher 1*0/240 vo!t ng!e puse ::: vies is net svada Is se the nt:, er if oth:r :han 100/240 re!! sing! ;bs: semes is destrtd, :he char; for rs:2htica and removsj sadl be bas::d :n th: ms: thereof. The customer may be requ:::d to 's;osit with the Com;sny in sm:u.: :o :over :he : s: cf ins:2!ii:s and r:rnoving these te=;or2r/ fw.il:::s plus th: 2:tims::d ecs: Of : m:: under :he terms of ta: nte a: ford above. Me: rs may 'ce read d2dy sad ::: depos:: medi!!:d as ::: en: gy.used may jusufy 52:n modificatiots. (Continued on She:t.% ! 0 M '43us4: MJy :1.I776 EUs ttoe: hrelec:f:c urwce encerra u sa4 after A:f t1 13.14 s baued urcer tudority of ercer if t'te .Mk.9ttan W:Gc $.trvice Cdnmmon cased .yed 12. ! 7*6 in C4w U 414o an'J Cne U44::

• ssued byt A. H. Ay mcnd. O. sir:Su of Se Ocard of Tre; ors.

Jacxson Michigu ( 3 ') s

,.. ;,(.... .. ~. -.. -.. - - - -..... - -. -. p . t p,~. - a.;

7. -

o 1 4, I i i. p I 1 q i ( 4 f 1 4 4 1 i A e 1 i l 4 GENERAL AGREEME?iT l 4 i I t v i i I i 4 ^ CCflSUMERS POWER CCMPAtlY/THE CCW CHEMICAL CCMPAtlY j yj ~. r l i 1 1 i. i. 4 i 1 4 : 1 ) l 1 June. 1973 1 1- + + 1 i r 4 8 T + . 5 { + e t i e ?' 1 4 b-s i - - l 7- [ -- 3 3,---. s --,, -...,. - -, - < - - - - - - -. -.-v,-,- ,----,,-.vm.-..

TABLE OF CONTENTS PREAMBLE 1 2 1. CONSTRUCTION CF GENERATING PLANT 2 A. - Generating Plant Description ' 2 3 .B. Ccmmercial Operatien Dates 3 6 C. Respcnsibility for the Generating Plant 6 2 0. Warranty Performance Tests 7 - 8 E. Cocrdination Precedures 8 - 9 2. LICENSING AND OTHER ASSISTANCE 9 11 - 3.. WATER RESCURCE5 MANAGEiENT 11 - 13 4 STEAM SERVICE 13 A. Nature of Serrice to be Provided 13 - 16 L B. Delivery Points and. Measurements 16 - 17 C. Menthly Rate 17 18 l (1) Ccmmedity Charge 18 - 22 l l (2) CapacityfCharge 22 36 (3) Allocation Procedure _ 36 39 (4) Prudent Expenditures 39 - 40 (5) Bccks and Records' 40 - 41 i D. . Payment 41 - 42 E. Condensate Return and Makeup Water 42 - 44 F. 'Flcw Rate Changes 41 -; 1. Changes in' Reserved Steam Ficw Rates 44 2. Unused.'3533 44 - 45 3. Stretch Steem 45 - 46 e a L-..

e Table of Centents Page 2 ( G. Radicactivity 46 - 48 H. Early-Steam 48 49 '5. REAL PROPERTI 49 A. Property Ccnveyed by Ocw to Censumers Pcwer 49 B. Repurchase by Cow 49 53 -6. DISCHARGE OF LIABILIT( 53 - 54

7. -

FORCE MAJEURE 54 8. INSURAtiCE AtiD IllDE'4 NIT'I 54 55 9. TERN AtID TEFf1IllATION 56 A. Term 56 3. Terminatien Prior to the Cc:m:ercial Steaa Operatien Date 56 C. Terminaticn After the Ccmmercial Steam i Operation Date 56 57 t D. Payments by Dow Upcn Termination 57 59 E. Terminatica Motice 60 l F. Termination Disputes 60 i 10. ASSIGNMENT E0 11. CHANGES IN AGREEMENT TEFJ45 61 12. DISPUTES 61 13. REGULATION 62 l 14. '4AIVERS - 63 l 15. GOVERNIMG LA'.l 63 p 16. 03 LIGATIONS GFLC0tlFIDEIITIALIT( 53 '- 17. ~ OTHER AGR$EME'iTS 63 - 54 I

GENERAL AGREE'4ENT AGREEMENT, made.this' 21st day of June,1978, by and between CONSUMERS POWER CCMPANY (hereinafter called " Consumers Power"), a . Michigan corporation having its-principal office at Jackson, Michigan, L and THE-CGW CHEMICAL CCM?ANY (hereinafter called "Dow"), a Delaware corpcration authorized to do business in the State of Michigan, having ~ its principal office therein at Midland, Michigan; W I T N E S S E T H: WHEREAS, Dow utilizes substantial cuantities of electric energy and steam in-the operation of its chemical plant complex, in- .cluding.all centiguous administrative and other facilities ("Dcw's Midland Ccmplex"), located in Sections 19, 20, 21, 22, 23, 24, 25, 25, 27, 28, 29, 3E and 36 in~the City of Midland and Midland Tcwnship, and - Sections 1, 2 and 11 in Ingersoll Tcwnship, all in Midland Ccunty, Michigan, Sections 31 and 32 in Williams Township, Bay County, Michigan, and Secticas 5, 6, 7 and 8 in Tittabawassee Tcwnship, Saginaw County, Michigan;.and WHEREAS, Dcw desires to purchase frca Ccnsumers ?cwer and Censumers ?cwer desires to sell to Ocw process steam and electric energy in accordance with this Agreement and an E'ectric Service Cen:racc. - executed cencurrently herewithi(the " Electric Service Ccatrace"); and d 4 e w- -,1 m d

v s General Agreement Page 2 WHEREAS, Censumers_ Pcwer is ccnstructing a two-unit nuclear power. plant and related facilities. (the " Generating Plant") cn a site -(the " Generating ?lant Site") on the Tittabawassee River in the City of Midland and Sections 27, 23, 33, 34 and 35, Midland Tcwnship, Midland County, Michigan, the Generating Plant Site having been purchased in pa t frca Ocw; and-WHEd-.1S, the parties desire that this Agreement and the Elec-tric Service Contract supersede the General Agreement between them dated December' 13, 1967, as amended, and the electric service, steam service and water supply _ contracts between them dated January 30, 1974 as of the date hereof, and the electric service contract between them dated December 30,1969_ as of the effective date of the Electric Service 'Ccntract; MCW, THEREFORE, in consideraticn of the mutual undertakings and prcaises herein made, Consumers ?cwer and Dev hereby agree as follcws: 1. CC iSTRUCTIO:1 CF GE?iERATING PLANT A. Generating Plant Descriaticn Consumers ?cwer is.censtructing and proposes to cperate en the Generating ?lant Sita a Generating Plan: censisting of..two unics (" Unit 1" and " Unit 2") having a total ccmbined capability of approximately 1,3C0 MN'of. electric energy and approximately 4,050,0C0 lb/hcur of steam for' process steam service, each unit having a. pressurized water nuclear e

o General Agreement Page 3 steam supply system ("NSSS") and an electric turbine-generator. In 'additien, the_ Generating Plant will include, among other things, a cooling pond, prccess steam evaporators, and associated auxiliaries, piping, valves and other equipment for generating steam and electric energy and.for regulating, metering, monitoring and conducting process steam to the point of its delivery to Ocw. The Generating Plant is more ' articularly and fully described in Consumers Pcwer's application to the p U.S. Nuclear Regulatory ~ Ccanission ("NRC") for reactor construction -permits and cperating licenses, as the same has been and may be amended ~ .from time to time (NRC Occket Nos 50-329,50-330). Ali piping, valves, and other equipment for conducting, regu-lating, monitoring and utilicing the process steam beycnd the delivery . point shall be owned, designed, constructed, operated and maintained by Ocw and shall not be part of the Generating Plant, whether er not des-cribed in said application to the NRC. S. Cemnercial Oceration Dates Consumers Pcwer shall use its best efforts to place Unit 2 of the Generating Plant in commercial cperation for electric service en or about March 1,1981 and to place the entire Generating Plant in cmmr.er-cial-cparation for process steam service and electric service en or abcut March 1,1982. Provided that Ccnsumers Pcwer has used its best efforts as set fcrth in the preceding sentence, Censamers ?cwer shall in -no event be liable to Ocw if Censumers Power fails for any reason to l l I e

m General Agreement Page ? place Unit 21cr t'he entire' Generating Plant in ccmmercial cceration as ~ aforesaid. Units 1 and 2 of the Generating Plant will be deemed to be placed in.ccamercial-cperation for electric service whe.n Censumers Pcwer so declares by written notice to Dcw.- The date on which the Generating - Plant fs declared to be in cccmarcial c,ceration for process steam service shall' be called the "Ccmmercial _ Steam Operation Cata." The declaration of the Ccemercial Steam Operaticn Date shall be made by written notice from Censumers Pcwer to Dow; provided, however, that the Generating Plant may not be declared in commercial cperation for process steam service prior to March 1,1982, unless Oci, in its discretion, shall consent in writing to the declaration of an earlier Ccmmercial Steam Operaticn Date. Ccasumers Pcwer may declare the Generating Piant 4 in ccmmercial cceration for prccess steam service when: (1) ~ Unit-2 -(a)- has-produced or has been able to produce steam at the secondary side of the steam generators (" Secondary -Steam") at cr.above the flcv rates which would be required in order to supply-prccess steam at Dew's then Reserved Steam Ficw Rate for 500 Psig precess steam (at established pursuant to Secticn J.A) and at all ficw rates within che range of flcu ra es associated with Ocw's then Reserved Steam Ficw Rate for 175 ?sig process steam as shc%n on Exhibit A for 70% cr more cf the time ever a period of six months, and (b) has adequate physical facilities to-e h_+_

i-r General _ Agreement Page 5 deliver.S?condary Steam to the prccess steam evaporators at or above such ficw rates; and ' (2) Unit i has produced Secondary Steam at or above the ficw ~ rates which would be required in ceder to supply process steam at Dow's then Reserved Steam Flow Rate for 600 Psig process steam and at all ficw rates within the range of flow rates associated with Dcw's then Reserved Steam Flow Rate for 175 Psig process sceam as shcwn cn Exhibit A for at least 100 continuous hours; and (3) Process steam evaporators and asscciated equipment for 175 Psig process steam (including cae spare evaporatcr) have been installed, tested and show1 to be adequate to 1 deliver process steam to Dev in accordance with the specifications for such steam set forth in Section 4.A, assuming delivery of process steaa to Dev at all ficw rates within the range of ficw rates asscciated with Ocw's then Reserved Steam Ficw Rate for 175 Fsig prccess steam as shown en Exhibit A, and t90 process steam evaporators and associated equi,cc ;rrt for 600 Psig process steam have been installed, tested and shown to be adequate to deliver prccess steam to Ccw in accordance with the specifications for suc i steam set forth in Section '. A, assuming delivery of process steam to Ocw at Dcw's then Reserved' Steam Ficw Ra e for 500 Psig process steam; and r ^ ~~

P General Agreement Page 5 '(4) Censumers Power ~does not, in the exercise of reasonable diligence, then knew of any technical, operational, financial or legal circumstance (other than Ocw's inability to accept delivery of or to utilice process steam) that prevents it, er threatens to imminently prevent it, frca delivering process steam to Ocw at Ocw's then Reserved Steam Ficw Rate for 6C0 Psig process steam and at all flow rates within the range of ficw rates asscciated with Dcw's then Reserved Steam Flow Rate for 175 Psig process steam as shown cn Exhibit A in accordance with this Agreement. Censumers Pcwer shall be relieved of the requirement to meet ~ the above-listed criteria (1), (2) and (3), to the extent that the criteria cannot be met because cf Ocw's inability or failure to accept delivery of prccess steam. The necice of Ccmmercial Steam Operaticn Date by Censumers_ Pcwer shall indicate that Ccnsumers Pcwer has ccmalied with the above-listed criteria (1) thrcugh (2), or that the criteria cannot he met because of Ocw's inability or failure to accept delivery of process steam. i -C. Rescensibility for the Generating ?lant As between the parties hereto, Censumers ?cwer shall be respcn,ible fer the design, construction, operation and maintenance of the Generating Plant. e' 4

General Agreement Page 7- - Dow shall not,. by reascn of this Agreement or any contract or 'other document referred to herein, acquire cc assert any right of owner-ship, control or direction cver the Generating Plant or over_ the concept, ' design, construction or cperation thereof. Notwithstanding anything to -the centrary in this Agreement or any contract or other document referred to herein,. Consumers ?cwer reserves the exclusive right to make changes in' the Generating Plant and in the ccncept, design, canstruction and cperation-thereof, at any time cr times hereafter and to whatever extent it may deen desirable, except that the Generating Plant design will prc'iide _for at least two units, each capable of producing at least 4,050,000 lb/hcur of process steam in accordance with this Agreement. -Without in any_ way limiting the foregoing, Censumers Pcwer .shall keep Ocw currently informed whenever practical concerning Censumers Power's construction schedules, the progress of engineering design and construction, _and propcsed changes in r ngineering design, constructicn and operating and maintenance practices and precedures that will signifi-cantly affec: the aggregate cost of prccess steam service to Dcw. D. Warranty and Performance Tests Dow shell use its best effar:s to accept delivery of the process _ steam frc= the Generating Plant as and when requestad by Consumers Power in' order to enable Ccnsumers ?cwer to perfcr r warranty cr perform-ance.. tests on Generating Plant equipment; providal, however, that nothing 'herein shall' obligate Ucw to make any'significant capital investment, 6 TN a w w g ~ r y-t g

General Agreement Page 8 significantly modify any of its thea existing physical facilities cr significantly change any of its then current manufacturing schedules or operating practices. Dow shall not incur any liability (i) for charges under Section 4.C by virtue of its acceptance of delivery of process steam outside the range of flow rates associated wit,h Ocw's Reserved Steam Capacity.in order to enable Ccnsumers Pc'.ter to perform such tests or (ii) for charges under Secticn 4.C or Section 4.H for process e 'eam which Ocw is unable to utilize, but delivery of which it has accept'd i-order to enable Consumers pcwer to perform such tests. Mcwever, Dow will be liable for charges under Section 4.C or 4.H, as the case may be, except as crovided in (i) above, for such process steam to the extent that Dow is able to utilize it. E. Coordination Precedures The parties reccgnize their inability to f]rese and centrac-tually resolve all design, constructica, cperaticn and i.,cintenance situations and issues. They also recognize that detailed and continuing exchanges of information will.be necessary in order to cptimize the design, ccnstruction, operation and maintenance of their respective systems and scuipment, consistent with their respective rights and respcasibilities under this Agreement. Tc tha; er.d, each party shall designate, from time to tine, an individual or individuais !spensible i -for exchanging 'information with the other-par :y and fer resolving issues which may arise or be expected to arise affec ing design, c'cnstruction, operation ar.d maintenance cf the Generatino 51 ant under this Agreement. e

General Agreement-Pace 9-Resolutiens of such issues shall be in writing, executed by authorized representatives of both parties, and, tcgether with sample calculations - and other. information, incorporated into a manual (the "Coordinaticn Manual") 'for use by the parties. Such resolutions and other informa-tion,'and the sample. calculation methods, shall be binding, except as they may conflict with applicable laws, orders, rules, regulations, cr this Agreement. The parties shall use their ' est efforts to resolve by c agreement any factual dispute arising under this Section 1.E, failing which-the dispute shall be resolved as previced in Section 12. 2. LICENSDiG AMD OTHER ASSISTANCE Consumers Pcwer shall secure and maintain in effect any and all permits, licenses or other governmental authorizations required frca F governmental bcdies having jurisdiction for the constructicn and cpera-tien of the Generating Plant. Censumers Pcwer shall use its best efforts to prcmptly infccm Ocw, where practical, of the cccmencement cf any administrative or judicial proceedings, with res{ect to such permits, licenses or authorizaticns, -that may significantly affect process steam 4 service to Ocw nr Ocw's facilities or cperaticns. Ocw shall secure and-maintain in effect any and all permits, licenses or other authorizations required ~ frca gcVernment authorities for the construction, use, and maintenance cf the piping, valves and other equipment to be furnished by Ocw, and for :he use of process steam deliv' red to Ocw. j ~ Each party shall, 'to the extent requested by the ot:,er party, prepare cr assist in the precaration of reports, data, descript'ons, F i

l o General Agreement Page 10 drawings and ' calculations concerning ~the facilities or operations of 'the party of whom the request is made, in order that the requesting party may obtain ~any necessary-permits, licenses and ~ approvals for (i) the construction and operation of the Generating Plant, (ii) construction and ~cperation of facilities for the distributien, delivery and use of -the-prccess steam, and,(iii) the use of the process steam. Such prepara- - tion-and assistance shall include, but need not be limited to, the furnishing of servi ~ces of technical perscnnel tc make adequate presenta-tions of such reports, data, descriptions, drawings and calculaticns at meetings-and hearings, Dcw shall also' cooperate fully _with Censumers Pcwer to ensure that all ccaditicas of the permits, licenses, and approvals for the ~ t construction and cperatico of the Generating Plant are met insofar as Ccw property, facilities, perscnnel and activi:ies may be affected to the ex:ent Dcw is aware cf such conditiens or upcn the request of Consumers Power. Without in-any way limiting the foregoing, Dcv shall prepare or assist in the preparation of an emergency plan, satisfactory tc the - MP,C, 'Ccnsumers ?cwer and Ocw, covering. evacuation of the personnel in Ocw's Midland Camplex'and other necessary action in ccnnection therewith, and shall prcmptly carry cut any applicable pecvisions of the emergency plan wher.ever required to do so by the terms of the emergency plan or by the N?,C.-

General Agreement Page 11 The Final Safety Analysis P.epcrt submitted by Consumers Pcwer to the NRC for the Generating Plant utilizes certain information provided by Dow respecting Dcw's facilities and cperations. If Ocw proposes to make significant alterations in any of its facilities or operations so described, er in the acove-mentioned emergency plan, it will fully describe the proposed alterations to Ccasumers Pcwer in writing as prceptly as practicable and in any event before imp;ementing such alteraticas, including such information as Consumers Pcwer may require for any NRC review or aporoval necessary in connection with such altera-tions. Except for the foregoing obligation to inform Censumers Pcwer, Ocw may implement such alterations. The foregoing cbligations of both parties set forth in this . Section 2 shall be performed as expeditiously as practicable, due con-sideration being given to the schedules for cbtaining and maintaining the necessary permits, licenses and approvals. Ocw shall bear its cwn costs incurred in performing its chii-gations under this Section 2. Ccsts incurred by Consumers ?cwsr in perfor.,ing its obligations under this Section 2 shall be aliccated in accordance with Section 4.C. t m t _o erel:ce.r3.u.r. tm..i.c..I 4 he r.s.mA .m ~~.. J. The parties recognize that it is necessary for both parties to take water frca and discharge effluent into the Ti:tabawassee River, ard that such use of the river by either party may affect the ability of the i

7 b General Agreement Page 12 other to utilize the river within app'licable water quality standards and .' discharge limitations. Each party therefore agrees that it will use its best efforts to limit, control or modify its intakes frcm cr discharges into the river to thc extent that it may do so consistent with its operating requiremencs to the end that the other party will not be ' unduly restricted in its operations. In the event that it is necessary for Censumers ?cwer to .cbtai'n cooling water or alternate.eins of effluent disposal frcm another source or sources cr to install additional facilities and equipment in order to cperate the Generating Plant in ccmpliance with applicable water quality star.dards or discharge limitations, Dow will cocperate and assist Censumers Pcwer to the extent practicable. To that end, Dew will make available at a reasonable cost to Consumers Power any of Dcw's rights of way, water, facilities or equipment that can be utilized by Censumers Pcwer without interfering with Dcw's operaticas. Censumers Pcwer further agrees to reimburse Dcw for cut-of-pocksc costs incurred by.Dcw in providing assistance to Ccnsumers Pcwer. The costs mentioned in the preceding paragraph and other costs l l ' incurred by Consumers Pcwer in cbtaining an alternate scurce er scurces l l of cooling water and/or installing additional facilities or equipment for centrolling cr discharging effluent frcm the Generating ?iant will be allocated by agreement between the parties in acccrdance with the allocation principles established in Secticn 4.C(3); provided, hcwever, i the fact that ccsts associated with the cooling pcnd are treatsd as 9 e

General Agreement Page 13 power-related in.this Agreement shall not be determinative of the treatment for b'illing purposes of-costs subsequently incurred for obtaining ccoling water from an alternate scurce or sources or for installing facilities or equipment to control or discharge effluent. In the' event the parties cannot agree as to the allocation of any such costs, the dispute will be resolved in accordance with Seccion 12 of - this Agreement. d. .STE.41 SER'/ ICE A. Nature of Service to be Provided ' The Generating ?lant has been designed to provide prccess steam at the pressures (" Design Steam-Pressures") and qualities (" Design Steam Qualities") at steam ficw rates up to and including the fcilcwing steam ficw rates ("Cesign Steam Flcw Rates"): Design Steam qualities Design Steam Design Steam Pressures (?sig) (5 Dry Steam) Ficw Rates (Lb/Hr) at the delivery 30 int at the evaccratcr cutlet ) p t Normal Variance Normal Minimum g 400,000 600 + 10." 99.7 98 2 3,650,000 175 1.10" 99.7 95 The term " process sceam" as used thrcughcut this Agreement i " refers-to the steam supplied to Dcw by Censumers ?cwer frcm the peccess ~ i. I - steam evap'ratcrs. The use 'cf the terms " precess sceam" pr "prccess c j steam service" thrcughout this Agreement shall not be centrciling fcr l 5 t l-

General Agreement Page 14 purposes of determining whether this Agreement is a contract for the sale of socds under.the Uniform Commercial Ccde. As is more fully set forth in Section t.C, Dew shall pay a - capacity charge _for prccess steam based on the Desis? Steam Ficw Rates, which are the maximum ficw rates allocated to Dcw's use hereunder. Cow's entitlement to process steam at any given time, however, shall be based upcn Dev's Reserved Steam Flow' Rates. Dow's initial Reserved Steam Ficw Rates shall be 400,000 lb/hr of 5C0 o ig peccess steam and s 1,500,000 lb/hr of 175 Psig peccess steam. Ocw may change its Reserved Steam Flow Rate,s frcm-time to time, either before or after the Cctmercial Steam Operation Cate, as hereinaf ter provided in this Section ?. Ocw may take delivery of '500"Psig process steam at any ficw rate up to the 500 Psig Reserved Steam Flow Rate and may take delivery of 175 Psig process steam at ficw rates from and including the minimum ficw cate and up to and includinc the maximum ficw rate asscciated with Ocw's 175 Psig Reserved Steam Flow Rate as shown on Exhibit A. Should Cow at any time ' take -' delivery of 175 Psig precess steam at ficw rates greater than the maximum ficw rate er less than the minimum ficw rate asscciated with Dow's 175 Psig Reserved Steam Flow Rate as shown en Exhibit A, the parties understand and agree that electric energy for Consumers Pcwer's . integrated. electric system' will thereby be reduced and will be repieced 4 with electric energy frcm other sources wi thin. or withcut Ccnsa.:ers .?cwer's. system. In such event, Dcw shall not be deemed to be in breach of.this Agreement,._but.shall reimburse Ccasumers ?cwer's costs for replacing such electric energy, tc the extent provided in Section 4.C. v

9: c General Agreement Page 15 Consumers P wer shall' use its best efforts to-supply process ~ steam to.0cw on a t ecsonably consiste-t ;ad reliable basis at pressures not less~than.the Normal. Design Steam Pressures nor more than the Normal Design' Steam Pressures.plus ten percent (10%) and at the Normal Design Steam Quasities at all steam ficw rates, recognizing that it m.y net be possible to.do so during icw ficw conditions, cr transient ccnditions such as but not limited to NSSS cr turbine-generatcr start-up or shut-down;-changeover frcm cne NSSS to the other, changeover to cr from the extraction steam mode; rapid process steam lead swings; or placement in or removal frcm service cf process steam evaporators. Censumers Power shall aiso use its best efforts to supply prccess steam to Dcw with only such chemicals and at such conductivities as the parties shall agree in accordance with Section 1.E, rec.cgnizing the sensitivity of Ocw's 8 . processes and products to such contaminants and conductivities. Both the 600 Psig process steam and the 175 Psig process steam will be supplied frcm the NSSS cf Unit 1 if it is available and is capable ~ cf producing Secondary Steam sufficient to pecvide the required 'ficw rates of process steam. In the evene the NSSS of Unit 1 is not capable' of producing Secondary: Steam sufficient. to provide the required ~ ficw rates'of.prccess steam, then Censemers ?cwer shall supoly precess steam.using.the NSSS cf Unit:2, if Unit 2 is available, and the use of the Unit 2 Secondary Steam for the generation. cf electricity shall be suboidinata ta such.cbligation. e

s. General Agreement Pace 16 Consumers.. Power _may use, sell cr otherwise dispcse of any steam prcduced by the Generating Plant in excess of that needed to supply the process steam being delivered to Dcw at any time. D o.v may, without restriction, use, generate pcwer with, sell, or otherwise dis-pose of.peccess steam d.elivered to Dcw. B. Delivery Points and Measurenents Mutually' agreed upon delivery points for (1) prccess sceam and (2), condensate' return, demineralized water and backup primary and second-ary makeup uater, shall be established at or near the property line-separating Ocw's Midland Ccmplex frcm the Generating Plant Site. Secondary Steam from either Unit will pass through process steam:evaporatcrs installed in the evaporator building of the Generating ~ Plant in crder to generate precess steam for delivery to Ccw. For purposes of calculating the monthly bill _ for process steam service pursuant to Section 4.C, the heat content of the steam, and the steam flow rate as measured by the Secondary Steam condensatt return, shall be measured en the Secondary LSteam side of the process steam evapcrators, and th'e heat content of-the condensate water shall be based on the temperature of-the water. ceasu' red in the condenser betwell of the Unit ~ receiving _the Secondary. Steam 'ccndensate return from the process steem evaporatcrs,.by suitable measuring' equipment furnished, installed and = maintained by Consumers Pcwer. Billipgs will not be adjusted for wa ter icsses or~ heat content !csses between the points of.easurement and the delivery peint for steam, and the parties recognize that such icsses e D

T-

(

~ General Agreement Page 17 - will occur. 'Hcwsver,- Consumers Power shall. use its batt efforts to minimize and correct any abncrmal water losses and heat content losses .between the points of' measurement for _ billing purposes and the delivery . point;for.l process steam. For purpcses of determining ccmpliance with Section 4.A, the flow rate, pressure and quality of-process steam shall - be-measured cr calculated frcm ceasurcments made en the process steam side of the process steam evaporators (and, with respect to the pre.c,ure o measurement, corrected for the calculated pressure loss to the point of delivery of the process steam) by suitable measuring equipment furnished, installed and maintained by Consumers Power. Consumers Power shall test such measuring equipment at mutually - agreeable intervals, and keep the'same within_ accepted standards of accuracy. Dew shall be given advance notice of each such test in crder - that. its representatives may witness the same. In case of any failure of'any of the ceasuring ' equipment utilized to calculate' the billing to Dow for process steam, then billing for process steam service furnished during'such period shall be calculated or. estimated by other methods 1

agreed:upon. by the parties pursuant to Section 1.E.

'C. ,i:onthly Rate D u u nw 1 u .a

1 4. General Agreement Page 41- = i .D. Payment. Bills for steam service shall he rendered for each calendar month on the basis of Consumers Pcwer's meter readings and calculations based: thereon, and shall be due and payable en or before the due date shown en'each bill. The:due date of each bill shall be not less than twenty-one (21) days follo}4ing the date of mailing or-personal delivery of the' bill to Dow. Each bill shall show the beginning and closing dates 'of.the: period-for which -the bill is rendered, the due date, the quantity of each class of process steaa provided, itemized charges and - the amount payable. A delayed payme.it charge of two percent (25) of the - total bill shall'be added to any bill which is not paid on or before the \\ i due' date shown ' thereon, notwithstanding the existence of any dispute or Edisagreement concerning the bill. .The varicus adjustments. to the Capacity Charge and Commodity Charge 1.requir_ed -pursuant to S2cticn 4.C shall be reflected as additional = charges to Dou cr as credits to Don, as the case..::ay be, en the nekt 4 0 v w

General Agreement Page 42 monthly bill rendered af ter the amounts of any such adjustments are determined. Appropriata information suppcrting cc explaining any adjustments 'shall acccmpany such bills. In no event shall interest be charged or credited to Dcw as a result of any adjustments. E. ' Condensate Return. and Makeuc Nater Throughcut the term of this Agreement, Ocw shall use its best efforts to deliver to Censumers Power Ccmpany, at delivery.pcints estab-lished pursuant to Section 4.3, the folicwing supplies of water: (1) Continuous return of steam condensate and demineralized water for use.cn the prccess steam side of the process steam evaporatcrs, equivalent to'that required to supply one hundred percent (1C0%) of the process steam delivered to Ocw,_ including'any bicwdcwn losses. Such steam con-densate and demineralized water shall be delivered at no cost to Censumers Pcwer Ccmpany; and (2) A backup ' supply for ali cr such portion of Consumers .Pcwer's additional requiremencs of primary and secondary makeuc water for the Generating Plant as Censumers ?cwer may from time to time raquest for delivery cn a concinu-aus cr ncn-centinucus 'casis, but not to exceed 750,000 gallons per day. Such backup supply may be, a: O cw ' s option, either filtered Lake Hurcn '.iacer supplied tc Ocw by the City of Midland or Ccw's demineralized water. To o 4 . i

7 -x - 4 _ General' Agreement Page 43 \\. the extent that such makeup water is filtered Lake Huron water, Censumers Pcwer shall pay Dow therefer at the rate for filtered water then being charged by the City of Midland exclusive of any penalty, minimum charge or readiness-to-serve-charge. To th; extent such_makaup

water is Ocw's demineral* zed water, Consumers Pcwer shall pay Dcw therefer at Dcw's bocked operating costs clus ten percent (10%).

Censume s Pcwer's costs for ali such makeup water shall be allocated in accordance with the allocation principle, established in Sectica 4.C. The. supplies of water described in (1) and (2) above shall meet such specifications as shall be mutually agreed upon by the parties pursuant to Section l.E. Dcw, at its expense, shall construct, cperate and maintain all piping, treatment and other water supply. facilities necessary to furnish and _ del'iver.such ' supplies of water to the delivery points. Suitable equipment for measuring the ficw of primary and secondary. makeup water-furnished under (2) above, shall be furnished, installe'd and maintained by Dow. Ccw shall test such measuring equipment at mutually agreeable intervais, and shall keec the same within accepted standards of accuracy. Censumers ?cwer shall be given advance notice of - each such tast in order that its representatives may witness the same. In ~ case of any failure of any of the measuring ecuipment utilized to calculate the billing to Censumers ?cwer for water' delivered during any e 4 A w-TP' V

7 su', General Agreement Page 44 pericd. the billing for water furnished during such period shall be c'alculated cr estimated by other methods ~ agreed upon by the parties, pursuant _ to Section 1.E. F. ' Flow Rate Chances (1) Chances ~1n ~ Reserved Steam Flow Rates Dow may change its Reserved Steam Flow Rata for 175 Psig process staam to any ficw rate _ listed in Column (1) of Exhibit A, on two years' notice for an increase or cne year's notice for a decrease, or upcn such lenger notice Las Dow-may agree, or upcn such shorter notice as C' nsumers e Pcwer may agree. No such notice cf increase er decrease may be given less than twelve (12) calendar acatns frca

(l

-the last such notice unless Consumers Power agrees. Cow - - may change its Reserved Steam Ficw Rate for 600 Psig process steam only with Censumers ?cwer's crior written approval. (2)~ Unused MSSS Under certain circumstances, when Ccw takes delivery cf 175 ?sig process steam.from Unis i NSSS at ficw rates less -than the-175 ?sig Design Steea Flow Rate, the full output. of the_ Ur.it 1 NSSS will nce he utilized, resulting -in. unused NSSS capacity.- To the extent that this unused NSSS capacity cannot be used to generate electric pcwer,. e

General Agreement Page 45 Ocw may, upcn thirty (30) days' notice to Consumers Pcwer, utilize this unused NSSS capacity by taking delivery of 600 Psig process steam up to the actual capacity of 'the 600 Psig process-steam evaporators and the process steam delivery system. Dcw will pay Consumers ?cwer for this 600 Psig process steam at fuel cost (including commodity and capacity charges associated with the fuel as provided in Section 4.C). In the event Dcw utilizes unused NSSS capacity as provided above, such utilization shall not be deemed a change in Dow's then Reserved Steam Flcw-Rate for 600 Psig precess steam and Exhibits A and 8 shall not be revised to reflect the increased flow rate of 600 ?sig process steam being delivered to Dow. 4 (3) Stretch Steam In the event that: .(a) Consumers Pcwer has additional steam associated with an NRC-licensed NSSS cu:put abcVe the levels warranted by the MSSS vender available frca the Generating Pl' ant; and (b) Censumers'Pcwer is unable to utilize such additional steam in the-turbines presently planned to be installed in.the Generating Piant; and

(c) the supply of addi

icnal process st=am utilizing such additional steam is cermitted under applicable laws, rules, regulations and crders and the provisicns is

General Agreement Page 46' of Consumers Power's operating license (.s) for the-Generating Plant; then Consumers Power will offer Dcw first cpportunity to purchase such ' additional process steam under the terms and conditicns of this Agreement. The offer shall remain cpen until terminated by ninety (90) day notice. .Within that pericd, Dcw shall notify Ccnsumers Pcwer if it elects to - purchase such additional ~ steam or any part thereef. l l G. RADI0 ACTIVITY Consumers Power does not guarantee, but will use its be.st efforts, to cperate the process steam equipment sa that, subject to the limitations of Censumers Pcwer's measuring equipment and procedures, .processisteam delivered to Dow will not contain, at statistically significant levels, radioactivity greater than that contained in the treated Lake Huron makeup water-supclied to the prccess steam evapora-tors. Da< does not guarantee, but will use its best efforts, o supply to Ccnsumers Power, subject to the limitation of Dcw's measuring equip-ment and procedures, (1) steam condensate which will not contain, at statistically significant levels, radicactivity greater than thac con-tained'in crccess steam delivered-to Dcw, or (2) demineralized water -which1will not contain, at statistically significant levels, radio-activity' greater than.that centained in untreated La.ke Huron water. If Consumers.Pcwer furnishes prccess steam containing levels in excess of-the above-specifications, the parties will cccpera:e to eliminate the condition and~ prcblems arising therefrem, with Ccnsumers ?cwer to have e

General Agreement Page 47 C.e si dmate responsibility for the steam condensate containing those excessive levels. Both parties will use best efforts in the design and operation of their respective facilities to minimize possibilities of system _ contaminaticn and to facilitate recovery frca any such ccndition. - To the extent set forth in the FSAR, as will be incorporated in the Coordination Manual, Censumers Power shall instail, operate and maintain instruments and controls to monitor the process steam delivered to Ocw and steam condensate and demineralized water delivered to Consumers Pcwer for radicactivity. The instruments and centrols to be installed shall include en-line analyzers for gross gamma activity, and off-line sensitive instruments for icw 1evel beta ccunting and tritium analysis, or' equivalent instruments and controls, and/cr such other instruments and controls as may be required by the NRC or other governmental agency 8' 'having jurisdicticn. In addition, Consumers Pcwer shall institute prccedures for analysis for radicactivity in bicwdcwn streams frca each cf the operating process steam evapcratcrs. Without relieving Consumers Pcwer of its obligations under this Section 4.G, Dow shall instali, cperate and maintain, to the extent set forth in the Cacrdination Manual, instruments, controls and precedures to moniccr or analy:e for radicactivity in prccess steam delivered to Cow, and in steam cendensate and demineralized water delivered to Censumers Pcwer by Ccw, and in Ocw products manufactured utilizing such peccess steam, i",cluding such instruments, centrols and precedures as may be required cf Ccw by any governmental agency having jurisdiction. e

= t General Agreement Page 43 Upon determination by either party of the presence, er cossible presence, at statistically significant levels, (i) in process steam, of - radioactivity in excess of that contained in the treated Lake Huron makeup' water supplied to the precess steam evapcratcrs, or (ii) in steam condensate, of radioactivity in excess of that contained in treated Lake Huron water, or (iii) in demineralized water, cf radioactivity in excess of. that contained in untreated Lake Huron water, er (iv) in Ocw products manufactured utilizing such process steam, of radioactivity in excess of basefine levels determined pursuant to the Ccordination Manual, then such party shall inrediately notify the other. Each party shall take appropriate, prompt ccrrective action; provided, however, that neither party shall be required to take any such action with respect to plant and equipment operated by or under the control of the other party. I \\ Each party shall make available to the other for inspection, at all reasonable times, reccrds of tests and measurements for such radioactivity, and upon request of the other party shall furnish appro- - priate samples for eff-line analysis. H. Early Steam Prict to the Ccmmercial Steam Operation Cate, process steam may be ~available fer-delivery to Dcw on either an interrupsible er a firm basis. If Censumers' Power desires to make any such process steam available to Dcw, and Dcw agrees ta purchase and accept delivery of such prccess steam,.the parties shall agree upcn the terms and conditions a

General Agreement Page 49 under--which such process steam shall be supplied to Dcw; provided, hcw-ever, that the rate for any such. process stern delivered to Dcw cn an interruptible basis shall be a charge consisting of the then-current cost of fuel (including the ccmmodity and caperity ' charges associated with the fuel) 'plus ten percent (105) of such cost. 5. REAL PROPERTY A. Procerty Conveyed by Ocw to Censumers Pcwer Pursuant to the provisions cf the General Agreement between the parties dated December.i3,1967, as amended, Dow conveyed to Censumers Pcher certain parcels of land lccated in the City of Midland and Tcwnship of Midland, Midland County, Michigan, all as more fully described in the warranty deed, covenant deed and quit-claim deed frcm Ocw to Consumers 3 Power, each dated January 6,1975, recorded in the Office of the Register of Deeds. of Midland County, Michigan, at Liber 432 of Deeds, Pages 274, L 277., and 233, respectively, all of such parcels being hereinaf ter called s the " Land." 3. Recurchase by Ocw If at any time Censumers Pcwer eleccs to sell or ctherwise transfer to any third party the Land or any part thereof, and as a result ~the Land cr part thereof will er may be used for purposes other E han the-Generating Plant and facilities related thereto and any expan-t

sicns of or additions co.the same, then Censumers Pcwer shall first a

2 e w

r 4 General Agreement Page 50 offer the Land:or part to Dow for repurchase by Dow. The price to be . paid therefor by Cow shall be the greater of (i) the appraised value thereof as determined by an appraiser mutually satisfactcry to Censumers Pcwer and Dcw, or (ii) the price set forth in any bena fide written . cffer made_ to Consumers Pcwer for the Land or part thereof by such third party. The folicwing shall not be deemed to be an electica by Censumers Power to sell ~ cr otherwise' transfer the Land er any part thereof within 'the meaning of this Sectica 5.3: (i) the creation of a mortgage er other lien interest en the Land or any part thereof; (ii) a foreciosure on the Land or any part thereof, pursuant to such mortgage or other lien interest, or (iii) a sale of the Land cr any part thereof by the trustee, mortgagee, or other creditcr under such mcrtgage or lien interest folicw-ing any such foreclosure; provided, hcwever, that Consumers Pcwer will use its best efforts to avoid any situation or correct any condition that may result in any such fereclosure er sale. The sale or transfer to other electric generating or distributing entities of an undivided - interest cr. interests in the Generating Plant shall not be deemed to be a sale or transfer resulting in the use of Generating Plant property for purposes other than the. Generating Plant and facilities related thereto hnd any expansions or additiens to the same; provided, that the Generating Plant.will continue to be used for the proc.ction of electricity and provided -further _ that such sale cr transfer will be subject to Ccw's rightsf under this Agreement and raill not impair or preclude the fulfiil- - ment of Consumers Pcuer's cbligaticns to Ccw under this Agreement and the Electric Service Contract. \\ / b

4 General Agreement Page 51 If Consumers Pcwer shall offer any prcperty to Cvw for re-purchase hereunder, Ocw shall be free to exercise its right of repurchase for a period of sixty (60) days following receipt of Censumers Pcwer's - written offer of such prcperty for repurchase. Failure to notify Consumers Power in writing within such period of sixty (50) days shall terminate Dcw's right of repurchase. In the event Dow repurchases land hereunder, Consumers Power will give Ocw a covenant deed covering such land, subject to liens, encumbrances and restricticns then of record, and will not warrant, whether expressly cr impliedly, the quality of any structure, equipment or facility thereen cr that such structure, equipment cr facility is fit or suitable for any parcicular purpose, or make any other warranty whatsoever with respect to such structure, equipment er facility. Further it is recognized that any prcperty which Ocw may have a right to repurchase hereunder may be subject to the lien of a trust =crtgage or ather instrument securing Ccnsumers Pener's indebtedness, and any repurchase of such property by Ocw shall be conditioned ucen Consumers Pcwer's securing a release of such property frca the lien of . such acrtgace or other instrument within ene hundred twenty (120) days (or such.lenger-pericd as the parties may agree upcn in writing) fcilcwing the date cn which Dow notifies Censumers Pcwer in writing of its election to repurchase the property. Ccnsumers Pcwer agrees to use ics best efforts to' cbtain such release within the time specified. The Resale Closing Data shall be such date, folicwing the date Ccasumers Pcwer secures a release of such property frcm the lien of such mortgace er other instrument, as the parties may agree upcn in writing. 1 e ._.m

t General Agreement Page 52 - Any general tax levied on any property resold to Dcw hereunder by or for the State.cf Michigan cc any county, city, village, tcwnship, l school ~ district, cccmunity-college district, or other subdivision cr l agency of the State of Michigan, for the calendar year in which the i ResaleLCicsing Date occurs (hereinaf ter called the " year of sale") shall l be prorated between. the parties hereto as provided in this Section 5.3. l For purposes of such prcritien, any such general tax levied en a valua-l- tion assessed as of December 31 immediately preceding the year of sale, l + l-as finally equalized, shall be deemed to be a tax levied for the year of l sale,- which is also the " tax year," irrespective of the time of levy, j the due date, or the fiscal year of such State, subdivisicn er ag'ency. If a valuation is not assessed cn the property to be resold, apart frca j other real property, the parties shall agree upcn an equitable pcrtica l' L

of the-valuation assessed as of said December 31, as finally equalized, on.the real property on which Lthe property to be resold or any fraction thereof is a par,t which shall be allecable to the property to be resold.

The general tax allecable to the property to be resold for purpcses of such proration shall be determined by applying the rate of such tax to I .said iquitable pcrtien of said assessed valuation. That pcrtien of such ~ l. tax ievied en criallecable to the property to be resold for the year of sale.which bears the same ratio to the whole of such tax as the number Lof days frca January 1 to the day before the Resale Closing Cate, inclu-sive,-in the year of sale bears to the total number of days in the year c'ffsaleishall be treated as a tax imposed on Ccnsumers Pcwer and shall Jbe. payable by Consumers pcwer. That pcetion of any such tax levied cn ~ o< d i e s

t 'i General Agreement Page 53 or allecable to the property to be. resold for the-year of sale which bears the same ratio to the whole of 'such tax as the number of days frem the ResaleLClosing Date-to-December 31, inclusive, in the year of sale b' ears to the, total number of days in the year of sale shall' be treated t as a; tax imposed cn.0cw and shall be payable by Dcw. 'On or before the Resale Closing Date, Consumers Power shall pay all special taxes and assessments, including unpaid installments thereof.nct then'due and payable, which are assessed against the property ~ being resold or any part of such property, and which beccma liens en .such:prcperty or personal obligations against the cwner of such proper:y on er before the Rer '- Closing Date. .The previsions of this Secticn 5.3 shall be effective to the full _ extent permitted by law, ncy or hereafter applicable; provided that if the rule against perpetuities, er _any other rule of law, limits the time during_ which any provision of this Secticn 5.3 can be effective, ' then such_ previsio' n'shall centinue to be effective for no longer than the time limited by such other rule of law cc 21 years after the death of the.la ' surviver of all of the corpcrate officers of Consumers Pcwer and CowLas of May 1, 1959, and all of their children living on.May 1, 1969, whichever pericd is applicable. A list of.such officers and their

children ~is attached hereto and made a part hereof as Exhibit D.

l ' 6.~ DISCHARGE ' 0F - LIABIL ITY : -5ach party 1 covenants and agrees nct to sue, and releases and wholly dischargesLthe o'ther paEty-with respect to any' liability'the 7 k m

General Agreement Page 54 other party may have for any breach of the General Agreement between the parties dated December 13, 1967, as amended, or the electric service, steam service or water supply contracts between the parties, all dated January 30, 1974, occurring before the date of this Agreement. The parties understand that this discharge cf liability is a ccmprcmise of doubtful and disputed claims, and that the consideraticn given in connec-tien herewith is not to be construed as an admission of liability en the part 'of either party. The parties further understand and agree that this Discharge of Liability shall not be ccnstrued as an agreement by-the parties that Consumers Pcwer's expenditures to date for constructing the Generating Plant have been reascnable and prudent except as specifically previded in Section 4.C.(4). 7. FORCE M.2JEURE ( Notwithstanding any other provision of this Agreement, any delay or failure by either party in the perferr-cce c' ':his Agreement, other than for the payment of money, shall be excused if and to the extent'such delay or failure is due to act cf Gcd; war; acticn of the elements; storm er flood; fire; rict; labor dispute or disturoance; the exercise of authority or regulatico by governmental cr military authorities; or any otFMr.cause or causes beyond the reasonable control of the ncn-performing party. 8. IiiSURANCE At;D INDEMNITY Consumers Power shall. secure and maintain in force during the ' life of-this' Agreement financial protection against nuclear hazards-4 h J__m

General Agreemer.t [ Page 55 associated with.the Generating Plant, in such form and amounts as may be required by law. flotwithstanding anything to the contrary in this Agreement, Ocw shall indemnify and save Consumers Pcwer, its officers, directors, agents and enployees harmless frca and against all less, expesse, liability or damages arising cut of injury (including death) or damage to any person or prcperty whatsoever, to the extent such injury cr-damage is caused by or results frem process steam frca and after its l l delivery to Dev hereunder, cr frca Dow's use or misuse of such stern, er l rrem the presence of such steam in Ocw's facilities or products; provided, i however, that such indemnification shall apply only to the extent that Censumers Pcwer is not otherwise inso 'd cr indemnified against such loss, expense, liability or damages and cnly if (1) the injury or damage l was ' caused by radicactivity, chemicals, or other physical characteristics covered by -the specifications set forth in this Agreement or in the Ccordination Manual; and (2) t."3 process steam delivered to Day ccaplied '(subject to the limitations of the parties' measuring equipmene and precedures) with the applicable specifications covering radicactivity, chemicals or'other physical characteristics causing such injury cr damage. Consurors Power shall use its best efforcs to mitigate any l loss, expense, liability cr damages for which Dcw indemnifies Censumers Pcwer. As used in this -Sectico 8, the word " expense" shall be deemed to include, but not be limitad to, any and all reasonable and necessary expenses incurred by Censumers Pcwer in defending 'any claim, action er proceedingib"ought against Censumers Pcwer for any of the above-named reasons. ~

1 px General Agreement Page 56 'l 9. TEP.M AND TERMINATION A., Term Subject to the rights of termination set forth in this Section 9, this' Agreement shall 'be effective as of the date hereof and shall extend for an ' initial term expiring thirty-five (35) years frem and af ter the-Ccmmercial Steam Operation Date, and frca year to year there-after_ at Cow's option, unicsc scener terminated by mutual consent. I B. 'Terminaticn Prior to the Ccemercial Steam Ooeration Date Ocw, at its option, may terminate this Agreement prior to the Commercial Steam Operatien Date only if: '(1) ; Consumers Power is, or will be, unable to declare the \\' ' Generating Plant to be in commercial cperation for process steam in accordance with Secticn 1.3, regardless of the reascn therefer, including those reasons set fceth in Secticn 7, en or before December 31, 1984; er (2) 'Ocw is, cr.will be, prevented by governmental action from utilizing prccess steaa frca the Generating Plant. ~ . C. Termination'after the Occmercial Steam Coeration Date 1 Ccw', at its.cption, may terminate this Agreement after the -Cancercial Steam Operation Date cnly if: k!.

.w. General Agreement Page 57 (' 1 ) Consumers Power is pravented frem, or is unable to, deliver process -steam to Dcw on a reasonably consistent and reliable basis in accordance with' this Agreement regardless of the reason therefor, including those reasons. set forth in Section 7; or (2) Dow gives at least two (2) years' notice to Consumers Pcwer of -its election, made in its sole discretion, to . terminate, which notice may not be given prior to the Commercial Steam Operation Date. D.- Payments by Dcw UDon Termination (1) In the event of a termination pursuant to paragraph B(2) or C(2) above, Dcw shall pay Consumers Pcwer an amcunt V equal to the Allocated Steam Investment (prior to deduction of the fixed savings credit, "F"), as defined in Section 4.C(2), less sinking fund depreciation cr amortization and adjusted for the remaining portion cf Investment Tax Credit attributable to the Aliccated S eam Investment for which Dcw has not yet received credit, for the period I cver which Consumers Pcwer has taken any depreciaticn or amortization with respect to assets includable within the Allocated Steam ~ Investment, as shcwn in the sample calcu- 'lations contained in.the Ccordination Manual; i d e G ,f 't--e ~ I~

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General Agreement Page 58 L(2) In the event of a termination pursuant to paragraph S(1) or C(l), Dow shall pay Censumers Pcwer an amount equal to one-half (1/2) of the amount provided in paragraph D(1) above plus one-half (1/2) of the difference between the I accumulated actual-bocked depreciaticn and the accumulated sinking fund depreciaticn for the Allocated Steam Invest-L l cent (prior to deduction of the fixed savings credit, '"F"), as shown in the sample calculations contained in L the Coordination Manual. (3) In the event of a termination pursuant to Section 9.C.(2) at any time after twenty (20) years frcm the Ccmmercial Steam Operaticn Date or in the event of expiration of l, this Agreement, Dow shall remain cbligated to pay Ccnstmers Pcwer, in addition to any aicunt cving under subsection D.-(l), a percion of the ccsts, if any, thereafter incurred by Censumers Pcwer to deccmmission the Generating Planc r and to restcre the Generating Plant Site, calculated in l accordance with _the following formula: i D = ([h-times #! times Y)'- Z 87 L

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p l Where: D .= Oc.<'s. payment pursuant to this Secticn 9(3). 1 1 Time frem the Comcercial Steam Operacion Data to = l the date-of terminatica. l r m l

n General Agreement Page 59 t2 Time from the Ccmmercial Steam Operation Date to = the date that the Generating Plant is retired frcm service. ASI The undepreciated allocated steam investment deter- = mined in accordance with Sectica 4.C. l TI The undepreciated total investment in the Generating = Plant. Y The cost of decommissioning the Generating Plant, = including but not limited to 'any required site- ~ restcration costs and the then present value of payments recuired for surveillance of the Generating b Plant after it has been decccmissioned. l Z The then present value, at a discount rate equal to = Censumers Pcwer's rate of return en its electric business, of the pertion of the monthly aggregate l estimated deccmaissioning and site-restcration costs paid by Dcw pursuant to Section 4.C. Payment of such amcun: shall be made within thirty (20) days af ter presentation of properly itemized invoice, supported by ccpies of such reccrds substantiating said costs as Dcw may reascnably require. If 0 as calculated abcve is negative, such amount shall be refunded by Consumers Power to Dcw. I

General Agreement Page 60 E. Termination Notice Should Ocw elect to terminate this Agreement pursuant to this Section 9, Dow shall give Censumers Power Written notice of its termination, th'e reasons therefor and the effective date thereof, and Consumers Pcwer shall continue to provide process steam to Ocw until such effective date. F. ' Termination Discutes In the event that the parties disagree with respect to the availability of any termination option er the amount of any termination payment under this Secticn 9, the matter shall be l resolved in accordance with Section 12. I l

10. : ASSIGNMENT The terms, conditions and cbligations hereof are binding upcn

.and shall inure to tht benefit of the successcrs and assigns of the l parties. hereto. Each party hereby consents to any such assignment by l the other party so icng as the terms, ccnditions, and obligations hereof l-continue to be binding upen the assigning party as a guaranter cf the l ' performance of its' assignee, and in such case no other written consent to;such 'assigr. ment. shall be required. Any other assignment of this ~ JAgreement or' any part t'herecf by either party, 'except by cperation of law, without the prior ~ written' consent of the other party, shall be tvoid-and not merely voidable.

o. General Agreement Page 61 .11. CHANGES'IN AGREEMENT TERMS The terms of thisLAgreement shall not be changed, superseded or supplemented except in writing, signed by authorized officers of the . parties' hereto. 12. DISPUTES The parties shall use their best efforts to resolve ar.y disputes under this Agreement by negott' tion and mutual agreement. In a the event the parties are unable to resolve any factual dispute referred to this Section pursuant to Sections 1.(E), 3, 4 C and 9, the parties shall submit the dispute to an arbitratcr or arbitrators.upcn whom they shall mutually agree. Except as to' factual disputes under the Sections expressly set forth above, the arbitrator er arbitrators shall have no authority to make any adjudication cr to enter any award unless specifi-cally agreed by the parties in writing. Arbitratcrs may be individuals .cr firms. The parties shal'l agree upon the assumptiens, precedures and time for decision to'be utilized by the arbitrator er arbitraters. The ~ parties agree that a judgment may be rendered by an appropriate circuit court upon any award Sade by the arbitratcr. cr arbitrators pursuant to a submission hereunder, subject to the authority of such ccurt :o vacate, .mcdify cricorrect such award. 'Ccnsumers ?cwer 'shall not be deemed to have. acted unreascnably cr imprudently or to have breached its cbliga-tions under this~ Agreement in any.way by continuing to expend funds en the. Generating ?' ant cr by failing to expend funds en the Generating l Plant during' the(pendency of anyLsuch ' dispute. h a .1:

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General Agreement Page 62 13, REGULATION It is expressly understood and agreed that the parties mutually have.made an analysis of the various costs of the construction and ~ operation ef the Generating Plant and have in good faith agreed upon a reasonable and proper methed-of allocating costs and expenses bet. wen 'the process steam supplied to Ocw hereunder and the electric pcwer and other steam to be generated by the Generating Plant; that the rates' and i charges set forth in this Agreement reflect the results of such analysis and method; and that such rates and charges, as well as the other terms, conditions and provisions of this Agreement are, and will continue to i. be, just, reascnable, acn-discriminatory and ncn-preferential. Both parties reccgnize that thece is a question as to whether the MPSC.now has, or may hereaf ter acquire, jurisdiction cver the rates, charges, terms, conditions and provisions of this Agreement. Acccrdingly, .if this Agreement cr any of.its terms, conditions er provisicns is the subject.of, er becemes an issue in, any proceeding before the MPSC, er other governmental agency or ccurt having jurisdiction, the parties will . cooperate, and' each party will usa its best efforts, so that it may be l demonstrated to the satisfacticn of the MPSC, other agency or ccurt, as the case may be, that to the extent the same are in: issue, the rates, charges, term, conditicns and provisions of this Agreement are just, . reasonable, ncn-discriminatory and nen-preferential and are fair to' l .other customers of Censumers Pcwer and do not have an adverse offact en 'the '.public Linterest, i _m L -

., 0 General Agreement Page 63

14. WAIVERS

~ The failure of either party to insist, in any one instance or more, upon the performance of any of the terms or concitions of this Agreement, or to exercise any right er privilege herein ecnferred, shall not be construed as thereafter waiving any such terms, conditicas, i rights or privileges'but the same shall centinue and remain in full i force and effect. '15. 'GOVERMING LAW -This Agreement shall be deemed to be a Michigan centract and ~ shall be-construed in acccedance with and governed by the laws of the State of Michigan.

16. OSLIGATIONS OF CONFIDENTIALITY The parties understand that certain cbligations assumed by Dcw under this Agreement may. require that Ocw discicse to' Censumers Pcwer information 'which Ccw deems-ccnfidential, hereinaf ter called " Confidential Informa tion. " Ocw is willing to disclose said Confidential Information

.to Consumers -Pcwer. for-Consumers Pcwer's internal review and evaluation if. Consumers Pcwer executes a secrecy agreement of the form set forth' in -Exhibit E. - 17. OTHER AGREEMENTS yhis Agreement cancels and supersedes, as of the effective

date' hereof, the Genera!JAgreement between' the parties dated Decsmber i

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General Agreement Page 64 l 't, l967, as amended, and the water supply contract, the electric service centract, and the steaa supply contract between the parties, all dated January 30, 1974. With respect to the subject matter hereof, this Agreement: supersedes all previcus representations, understandings - and negotiations, either written or cral, between the parties herato cr their representatives, and, together with the electric service centract dated December 30, 1969, and the Electric Service Contract constitutes the entire agreement of the parties. .IN WITNESS WHEREOF, the parties hereto have executed this Agreement in duplicate by their duly authorized representatives as df the day and year first above written. CONSUMERS F0WER CCMpANY THE CC'.i CHEMICAL CC? ANY / / /q p,# ~^ By f. & HV. By. .3 / // " I V ' / 0-tL-72 . d.y ,4l }/- ' f/ /- A ^, / - / Z-D -y m., // : / ) p e jn 'i A

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3 EXHIBIT A htSSSat2,463lclt Increase in Electrical-Generating Capability for Various Reserved Steam Ficw Rates of 175 Psig Process Steam Below the Design Flc,.. tate (1) (2) (3) (4) 175 Psig Process Minimum Process Maximum Process Increase in Electrical Reserved Steam Flow Rate' Steam Flcw Steam Flow Capability-kW from the 1,000 lb/ Hour 1,000 lb/ Hour 1,000 lb/Heur Unit 1 Turbine Generator 1,000 1,000 3,200 ' 24,000 1,100 1,100 3,100 30,000 1,200 1,200 3,000 35,000 1,300 1,300 3,000 40,000 1,400 1,400 2,900 45,000 1,500 1,500 2,8CO 50,000 1,500 1,600 2,700 56,000 1,700 1,700 2,500 61,000 1,800" 1,8C0 2,4C0 56,000 1,.900* 'l,900 2,200 72,000 2,C00* 2,000 2,000 77,000 2,100* 1,900 2,100 74,000 2,200* 1,900 2,200 71,000 2,300 1,3CO 2,300 58,000 2,400 1,200 2,400 G4,C00 2,500 1,700 2,500 62,000 2,500. 1,700 2,600 59,000 2.700 1, SM 2,700 56,000 2,800 1,5t 2,200 49,000 2,900 1,400 2,900 44,000 3,000 1,300 3,000 38,000 3,100 1,100 3,1C0 32,000 3,200 1,000 3,200 25,000 3,3C0 1,000 3,300 19,000 3,400 1,000 3,400 14,000 3,500~ 1,CCO 3,500 8,000 3,650 1,000 3,650 0

• 0cw may elect cne of these Reserved Steam Ficw Rates, but understands thac continuous coeration within the minimum to maximum range at these Reserv'ed Steam Flcw Rates dcas not apcear feasible.

tiOTES: 1. Column 4 is based on General Electric Ccapany heat balances as amended as of the date of executicn of this Agreemenc, and will be revised to reflect accual demonstrated turbine generatcr capability after the acceptance tes s have been satisfactorily ccmpleted er whenever physical changes cccur in the Generating Plant which result in significant changes in the heat balances. 2. This _ table is based upcn a core cutput of 2,a53 l0f t and will be revised as necessary to reflect any increases in :iSSS capability. 3. This table is based en delivery of 400,000 lb/heur of Psig pr: cess steaa. If Dcw increases its Reserved Steam Flow Rate for 600 Psig peccess sten above '400,C00 ib/hcur, column (4) will be revised to reflect any resulting ~ changes in electrical capability. 4 '.

All-revisicas referred to in notes (1) through (3) abcve.shall be made by agreement of the parties pursuant to Sectica 1.E.

o EXHIBIT B Annual Backuc Charge (1) (2) 175 Psig Reserved Steaa Flew Rate Annual Backup 1,000 Lo/Heur Charce i 1,000 $1,390,000 1,100 2,010,000 1,200 2,110,000 1,300 2,220,0C0 1,400 2,330,000 1,500 2,440,0C0 1,500 2,550,000 1,700 2,650,000 .1,800 2,750,000 1,900 2,870,000 .2,000 2,970,000 2,100 3,050,000 2,200 3,140,000

r.

2,300 3,220,000 2,400 3,290,000 2,500 3,370,000 2,500 3,450,C00 2,700 3,530,000 2,800 3,500,000 2,900 3,590,C00 3,0C0 3,750,000 3,100 3,S40,000 3,200-3,920,000 3,3C0 4,000,000 3,400 4,070,000 3,500 4,150,000 3,550 4,250,0C0 NOTES: 1. This. table 'is based cn a Reserved -Steam Flow Ra e of 400,0C0 lb/hr of 500 Psig steam. e e n + r,

7 r b EXHIBIT C Partial Classification of Generating Plant Investment Power "P" Pcwer investment shall include, but not be limited to, the following principal systems, ccmpenents and related auxiliaries and facili-ties, and other inves tment: - Turbine generatcrs less any extraction features to supply process steam - Ccndensers and circulating water systems and cooling pond - Generatcr main bus and discennects - Main step-up transformers ~ t l - Transmission lines and switchyard i. - Base site cost of 31.5 millien plus associated overheads - Unit 2 main steam lines - Unit 2 turbine generator extraction lines to i the feedwater heaters - Unit 2 condensate system - Unit 2 condensate feedwater polishing system - Unit 2 feedwater systam Ccmmcn "C) and1C " Investment commen to electric and steim service 2 i shall include, cut not be limited to."RC licens-ing costs,- and the felicwing'principai systems, components and related auxiliaries and facilities: 't' ~

C-2 C) - tiuclear steam supply systems - Reacter Building's - Auxiliary Building - Compenent cooling water systems - Emergency diesel generatcrs C - Unit 1 main steam lines 2 - Unit 1 turbine generator ~ extraction lines to the feedwater heaters - Unit 1 condensate system - Unit I condensate feedwater polishing system - Unit i feedwater system Steam "S"- Steam service investment shall include, but not be limited to, the follcwing principal systems, ccmpcnents and related auxiliaries and facilities: - Turbine generatcr extracticn features for supplying process steam - I4ain steam lines, condensate and feedwater cross-connecticas between Units 1 and 2 to facilitate backup precess steam supply frem Unit 2 - Frecess steam extraction lines and prccess condensate return lines' fecm the turbines to the prccess steam evaporatcr building - Prccess s team eveparater building. ~ Process staam ficw and radiation Tc. itoring. systems' ~ A l 'e

1 lC-3 - Process steam lines and return piping between process sceam evaporator building and Generat-ing Plant Site boundary - Iron removai system en Secondary Steam side of-process steam evaporator system Site Sensitive "t!" Site' sensitive investment shall include, but not be limited to, the follcwing systems, ccm-ponents and related auxiliaries and facilities, and other investment: - Relocation of drains, brine lines, utilities, etc. - Subsidence surveillance - Plant makeup water line and ccmponents frca railroad bridge to the Generating Plant Reacter cavity ficcding system (PLCCAP) Hazardous gas detecticn and isolaticn systems 4 - Centainment cenetraticn pressuriza:icn and leak chase systems 1 Incremental cost of increasing reactor cavity design pressure to meet ACRS recuirer.ents Site cost above that included in "P" { jF 0 2 6 ,3 y + - - - u 4 .l', r. y

EXHIBIT D The following were the corporate officers of Censumers Pcwer Ccmpany and The Dow Chemical Ccmpany, and their children, who were living on May 1, 1969. . CONSUMERS POWER CCMpANY -Officer Children A. H. Aymond Charles H. Aymond Chairman of -the Board Robert D. Aymond William G. Aymond James H.. Campbell Bruce H. Campbell President James B. Campbell Scott.R. Campbell Harry R. Wall Nancy Wall Reif Senior Vice President Suzanne M. Wall Stephen H. Wall John H. Mall John 8. Simpson Jean Simpson 1 Senior'Vice President Robert D. Allen Robin E. Allen Senior. Vica ? resident Mark W. Allen Sirum G. Campbell Birum G. Campbeil, III Vice President. William 3. Campbell W. Anson Hedgeccck Wealtha Hedgeccck Rea Vice President William A. Hedgecock, Jr. Ralph'C. 3retting George C. 3retting Vice President Patricia' A. Bretting Floyd C. Fisher. Debra'L. Fisher V. ice President Steven C. Fisher Pamela Fisher Allen I { ?. lL-

D-2 Russell C. Youngdah! haren Ycungdahl Pawlick Vice President Ann K. Youngdahl Russell C. Ycungdahl, Jr. Kathryn M. Youngdahl Walter R. Boris Charry D. Boris Vice' President Percilla D. Scris Emily D. Soris John W. -Kluberg Lynn Kluberg Cunningham Vice Pres! dent and Centroller Karen L. Kluberg Paul A.' Perry Patricia A. Perry Sacretary Ruth A. Perry Rober: P. Perry Dcnna J. Perry Herbert J. Palmer Mary Palmer Wallsteadt Treasurer Herbert J. Palmer, Jr. Harold P. Graves David 3. Graves General Counsel James F. Graves Samuel.'t.. Spring Robert S. Spring Assistant Centroller James M. Spring Thomas E. Spring Richard A. Spring David W. Spring Richard M. Griswold_ (No Children) Assistant Secretary ' Roger T. Berg Themas R. Berg l Assistant Secretary l LRobert L. Bayn-Robert L. Bayn, Jr. Assistant Treasurer Janice M.'Bayn Dennis L. Bayn I LDenald 15 Aldrich Claudia J. Aldrich .nssistant Treasurer Tracy E. Aldrich Steven R. Aldrich 9

D-3 THE DCW CHEMICAL CCMPANY Officer. Children Carl A. Gerstacker Bette Mignon Gerstacker Chairman of the Board Lisa Jayne Gerstacker Herbert D. Dean Jeffrey William Dcan President, Chief Executive Christine Mary Dean Officer Michael Alden Coan Ruth Alden Dean Leland I. Dean Leland A. Dean Chairman of the Executive Herbert Dcw Dean Ccmmittee Dorothy Doan Arbury C. B. BranchL Jaquith Lee Wright Executive Vice President Pamela Jill Sendall Kristi Marie Branch Gretchen Kit Branch Audrea Denise Branch Derek Karl Branch Timotha Victcr.d Branch Donald K. Ballman Donald K. Ballman, Jr. Senior Vice President Brenda Sallman Keyser Earle B. Barnes Ronald L. Barnes Vice President, General Larry B. Barnes Manager of U. S. Area David A. Barnes Themas H.-Barnes A. P. Beutel Phillip R. Beutel Vice President, Director of Setty Ann Hanley Government Affairs Richard A.-Seutel John M. Henske Allison Weissman Vice President, Directer of Kathryn Mcdonald Ccrporate Prcduct Decartment John D. Henske Robert C. Henske Julius E. Johnson-Peggy Louise Caster Vice President, Directcr of Andrea Kay Smith Research and Development Jan Elyse Johnson Reed Mcery Jchnsco 4 e -w-9-

D4 Officer Children G. James Williams Schuyler Bailard Vice President, _Cemmercial Patricia A. Williams Director of the U. S. Area George James Williams, Jr. Herbert H. Ocw Dana E. Dow Secretary. Willara H. Ocw- -Pamela G. Ocw Robert B. Bennett Stephanie L. Solar Treasurer Constance L. Howard H. H. Lycn Thcmas H. Lyon Controller, Assistant Peter.'l. Lycn Secretary Margo A. Lycn William. A. Groening, Jr. Mary Flores General Counsel, William Andrew Greening Assistant Secretary Janet Marsh Phyllis Groening Thecdore Gecening o e T.a Y

/ EXHIBIT E Dew is willing to disclose Ccnfidential Informatien to Consumers Power subject to the follcwing conditions: (A) Consumers Pcwer shall use Confidential Informaticn only for Consumers Pcwer's internal review and evaluation;- (B) Consumers Pcuer shall use their best efforts to main-tain Confidential Information in secret and in ccnfidence frca all third parties; (C) Censumers Pcwer shall promptly notify Dev of any inquiry or demand made by any governmental agency or authority er any inquiry or demand made as the result of an administrative or judicial proceeding where an answer to the same wculd divulge or tend to divulge Confidential Information; and (D)' Consumers Pcwer shall not, withcut written consent i of Dew, disclose any Confidential Information in - answer to said inquiry cr ' demand except to the extent necessary. to secure governmental licenses or permits or when required by ccmpulscry peccess of a court-cr administrative agency. Censumers Power-shall use its best efforts to secure ccnfiden-tial. treatment of such informatien by the 3

E-2 governmental authoritics involved, and shall permit Dow to assist in discussicas with such authorities regarding such confidential treatrent. In the event efforts to secure confidential treatment are not successful, Dew shall have the right, to the extent permissible by law, to ccasuit and advise Censumers Power concerning such answers. Consumers Power's ob' gations of ccnfidence as set forth in this Agreement shall not apply to any information that is: (1) known by Ccnsumers ?cwer befora being obtained frca Ocw; (2} generally available to the public without the fault of Consumers Pcwer; or (3) obtained or acquired by Censumers Pever in goed faith frcm a third party who has the same in gccd faith and is not under any obligation to Ocw in respect thereto. Consumers Pcwer's obligations under this Agreement shall terminate upcn written."elease by Dcw. Further, Consumers Power shall particularly advise its officers, employees,. representatives and agents who have access to Ccnfidential Informaticn of this Agreement and shall require each and every Ona of them-to abide fully by the same. 1 .}}