10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

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

For the quarterly period ended March 31, 2010

OR

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

For the transition period from                      to                     

Commission	Registrant; State of Incorporation;	IRS Employer
File Number	Address; and Telephone Number	Identification No.
1-9513	CMS ENERGY CORPORATION	38-2726431
	(A Michigan Corporation)
	One Energy Plaza, Jackson, Michigan 49201
	(517) 788-0550

1-5611	CONSUMERS ENERGY COMPANY	38-0442310
	(A Michigan Corporation)
	One Energy Plaza, Jackson, Michigan 49201
	(517) 788-0550

Indicate by check mark whether the Registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the Registrants have submitted electronically and posted on their corporate Web sites, if any, every Interactive Data file required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrants were required to submit and post such files).

CMS Energy Corporation: Yes o No o   Consumers Energy Company: Yes o No o

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

CMS Energy Corporation:

Large accelerated filer þ Accelerated filer o Non-Accelerated filer o (Do not check if a smaller reporting company) Smaller reporting company o

Consumers Energy Company:

Large accelerated filer o Accelerated filer o Non-Accelerated filer þ (Do not check if a smaller reporting company) Smaller reporting company o

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

CMS Energy Corporation: Yes o No þ   Consumers Energy Company: Yes o No þ

Indicate the number of shares outstanding of each of the issuer’s classes of common stock at April 21, 2010:

CMS Energy Corporation:
CMS Energy Common Stock, $.01 par value	229,896,872
Consumers Energy Company:
Consumers Energy Common Stock, $10 par value, privately held by CMS Energy Corporation		84,108,789

CMS Energy Corporation
Consumers Energy Company

Quarterly Reports on Form 10-Q to the Securities and Exchange Commission for the Period Ended
March 31, 2010

TABLE OF CONTENTS

	Page
Glossary		3
Filing Format		8
Forward-Looking Statements and Information		8
PART I — FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited)
CMS Energy Corporation		31
Consumers Energy Company		39
Notes to Consolidated Financial Statements		46
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		13
Item 3. Quantitative and Qualitative Disclosures about Market Risk		80
Item 4. Controls and Procedures		80
Item 4T. Controls and Procedures		80
PART II — OTHER INFORMATION
Item 1. Legal Proceedings		80
Item 1A. Risk Factors		81
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		81
Item 3. Defaults Upon Senior Securities		81
Item 5. Other Information		81
Item 6. Exhibits		82
Signatures		84
EX-10.A
EX-10.B
EX-10.C
EX-10.D
EX-10.E
EX-10.F
EX-10.G
EX-10.H
EX-12.A
EX-12.B
EX-31.A
EX-31.B
EX-31.C
EX-31.D
EX-32.A
EX-32.B

2

GLOSSARY

Certain terms used in the text and financial statements are defined below.

2008 Energy Legislation	Comprehensive energy reform package enacted in October 2008 with the approval of Michigan Senate Bill 213 and Michigan House Bill 5524
2009 Form 10-K	Each of CMS Energy’s and Consumers’ Annual Report on Form 10-K for the year ended December 31, 2009
ALJ	Administrative Law Judge
AOC	Administrative Order on Consent
ASU	FASB Accounting Standards Update
Bay Harbor	A residential/commercial real estate area located near Petoskey, Michigan. In 2002, CMS Energy sold its interest in Bay Harbor.
bcf	Billion cubic feet of gas
Beeland	Beeland Group LLC, a wholly owned subsidiary of CMS Land
Big Rock	Big Rock Point nuclear power plant, formerly owned by Consumers
CAIR	The Clean Air Interstate Rule
Cantera Gas Company	Cantera Gas Company LLC, a non-affiliated company
Cantera Natural Gas, Inc.	Cantera Natural Gas, Inc., a non-affiliated company that purchased CMS Field Services
CEO	Chief Executive Officer
CFO	Chief Financial Officer
Chrysler	Chrysler LLC, a non-affiliated company
CKD	Cement kiln dust
Clean Air Act	Federal Clean Air Act, as amended

3

Clean Water Act	Federal Water Pollution Control Act
CMS Capital	CMS Capital, L.L.C., a wholly owned subsidiary of CMS Energy
CMS Energy	CMS Energy Corporation, the parent of Consumers and CMS Enterprises
CMS Energy Common Stock or common stock	Common stock of CMS Energy, par value $0.01 per share
CMS Energy Trust I	A wholly owned business trust formed for the sole purpose of issuing preferred securities and lending the proceeds to CMS Energy
CMS Enterprises	CMS Enterprises Company, a wholly owned subsidiary of CMS Energy
CMS ERM	CMS Energy Resource Management Company, formerly CMS MST, a wholly owned subsidiary of CMS Enterprises
CMS Field Services	CMS Field Services, Inc., a former wholly owned subsidiary of CMS Gas Transmission
CMS Gas Transmission	CMS Gas Transmission Company, a wholly owned subsidiary of CMS Enterprises
CMS Generation	CMS Generation Co., a former wholly owned subsidiary of CMS Enterprises
CMS International Ventures	CMS International Ventures LLC, a subsidiary of CMS Enterprises in which CMS Enterprises owns a 61.49 percent interest and CMS Gas Transmission owns a 37.01 percent interest
CMS Land	CMS Land Company, a wholly owned subsidiary of CMS Capital
CMS MST	CMS Marketing, Services and Trading Company, a wholly owned subsidiary of CMS Enterprises, whose name was changed to CMS ERM effective January 2004
CMS Oil and Gas	CMS Oil and Gas Company, a former wholly owned subsidiary of CMS Enterprises
CMS Viron	CMS Viron Corporation, a wholly owned subsidiary of CMS ERM
Consumers	Consumers Energy Company, a wholly owned subsidiary of CMS Energy
Customer Choice Act	Customer Choice and Electricity Reliability Act, a Michigan statute
Detroit Edison	The Detroit Edison Company, a non-affiliated company
D.C.	District of Columbia
DOE	U.S. Department of Energy
DOJ	U.S. Department of Justice
EnerBank	EnerBank USA, a wholly owned subsidiary of CMS Capital
Entergy	Entergy Corporation, a non-affiliated company
EPA	U.S. Environmental Protection Agency
EPS	Earnings per share
Exchange Act	Securities Exchange Act of 1934, as amended
Exeter	Exeter Energy Limited Partnership, a limited partnership owned directly and indirectly by HYDRA-CO

4

FASB	Financial Accounting Standards Board
FDIC	Federal Deposit Insurance Corporation
FERC	Federal Energy Regulatory Commission
FMB	First mortgage bond
FOV	Finding of Violation
GAAP	U.S. Generally Accepted Accounting Principles
GCR	Gas cost recovery
Genesee	Genesee Power Station Limited Partnership, a variable interest entity in which HYDRA-CO has a 50 percent interest
GM	General Motors Corporation, a non-affiliated company
Grayling	Grayling Generating Station Limited Partnership, a variable interest entity in which HYDRA-CO has a 50 percent interest
GWh	Gigawatt-hour (a unit of energy equal to one million kilowatt-hours)
HYDRA-CO	HYDRA-CO Enterprises, Inc., a wholly owned subsidiary of CMS Enterprises
IPP	Independent power producer or independent power production
IRS	Internal Revenue Service
ISFSI	Independent spent fuel storage installation
ITC	Income tax credit
kWh	Kilowatt-hour (a unit of energy equal to one thousand watt-hours)
LIBOR	London Interbank Offered Rate
Ludington	Ludington pumped storage plant, jointly owned by Consumers and Detroit Edison
Marathon	Marathon Oil Company, Marathon E.G. Holding, Marathon E.G. Alba, Marathon E.G. LPG, Marathon Production LTD, and Alba Associates, LLC, each a non-affiliated company
MBT	Michigan Business Tax
MD&A	Management’s Discussion and Analysis
MDL	A pending multi-district litigation case in Nevada

5

MDNRE	Michigan Department of Natural Resources and Environment, which, effective January 17, 2010 as a result of department reorganizations, is the successor to the Michigan Department of Environmental Quality and the Michigan Department of Natural Resources
MGP	Manufactured gas plant
MISO	Midwest Independent Transmission System Operator, Inc.
MPSC	Michigan Public Service Commission
MW	Megawatt (a unit of power equal to one million watts)
MWh	Megawatt-hour (a unit of energy equal to one million watt-hours)
NAV	Net asset value
NOV	Notice of Violation
NREPA	Part 201 of Michigan Natural Resources and Environmental Protection Act, a statute that covers environmental activities including remediation
NSR	New Source Review, a construction-permitting program under the Clean Air Act
NYMEX	New York Mercantile Exchange
OPEB	Postretirement benefit plans other than pensions
Palisades	Palisades nuclear power plant, formerly owned by Consumers
Panhandle	Panhandle Eastern Pipe Line Company, including its wholly owned subsidiaries Trunkline, Pan Gas Storage, Panhandle Storage, and Panhandle Holdings, a former wholly owned subsidiary of CMS Gas Transmission
PCB	Polychlorinated biphenyl
Pension Plan	Trusteed, non-contributory, defined benefit pension plan of Panhandle, Consumers, and CMS Energy
PFD	Proposal for decision
PPA	Power purchase agreement
PSCR	Power supply cost recovery
PSD	Prevention of Significant Deterioration
QSPE	Qualifying special-purpose entity
REC	Renewable energy credit established under the 2008 Energy Legislation
RMRR	Routine maintenance, repair, and replacement
ROA	Retail Open Access, which allows electric generation customers to choose alternative electric suppliers pursuant to the Customer Choice Act

6

SEC	U.S. Securities and Exchange Commission
Securitization	A financing method authorized by statute and approved by the MPSC which allows a utility to sell its right to receive a portion of the rate payments received from its customers for the repayment of securitization bonds issued by a special-purpose entity affiliated with such utility
SERP	Supplemental Executive Retirement Plan
SFAS	Statement of Financial Accounting Standards
Superfund	Comprehensive Environmental Response, Compensation and Liability Act
Supplemental Environmental Programs	Environmentally beneficial projects which a party agrees to undertake as part of the settlement of an enforcement action, but which the party is not otherwise legally required to perform
T.E.S Filer City	T.E.S. Filer City Station Limited Partnership, a variable interest entity in which HYDRA-CO has a 50 percent interest
Title V	A federal program under the Clean Air Act designed to standardize air quality permits and the permitting process for major sources of emissions across the U.S.
Trunkline	Trunkline Gas Company, LLC, a former wholly owned subsidiary of CMS Panhandle Holding, LLC
Trust Preferred Securities	Securities representing an undivided beneficial interest in the assets of statutory business trusts, the interests of which have a preference with respect to certain trust distributions over the interests of either CMS Energy or Consumers, as applicable, as owner of the common beneficial interests of the trusts
TSU	Texas Southern University, a non-affiliated entity
Union	Utility Workers Union of America, AFL-CIO
U.S	United States
VIE	Variable interest entity

7

FILING FORMAT

This combined Form 10-Q is separately filed by CMS Energy and Consumers. Information in this combined Form 10-Q relating to each individual registrant is filed by such registrant on its own behalf. Consumers makes no representation regarding information relating to any other companies affiliated with CMS Energy other than its own subsidiaries. None of CMS Energy, CMS Enterprises, nor any of CMS Energy’s other subsidiaries (other than Consumers) has any obligation in respect of Consumers’ securities and holders of such securities should not consider the financial resources or results of operations of CMS Energy, CMS Enterprises, nor any of CMS Energy’s other subsidiaries (other than Consumers and its own subsidiaries (in relevant circumstances)) in making a decision with respect to Consumers’ debt securities. Similarly, none of Consumers nor any other subsidiary of CMS Energy has any obligation in respect of debt securities of CMS Energy.

This report should be read in its entirety. No one section of this report deals with all aspects of the subject matter of this report. This report should be read in conjunction with the consolidated financial statements and related notes and with MD&A included in CMS Energy’s and Consumers’ 2009 Form 10-K.

FORWARD-LOOKING STATEMENTS AND INFORMATION

This Form 10-Q and other written and oral statements that CMS Energy and Consumers make contain forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. The use of “might,” “may,” “could,” “should,” “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “projects,” “forecasts,” “predicts,” “assumes,” and other similar words is intended to identify forward-looking statements that involve risk and uncertainty. This discussion of potential risks and uncertainties is designed to highlight important factors that may impact CMS Energy’s and Consumers’ businesses and financial outlook. CMS Energy and Consumers have no obligation to update or revise forward-looking statements regardless of whether new information, future events, or any other factors affect the information contained in the statements. These forward-looking statements are subject to various factors that could cause CMS Energy’s and Consumers’ actual results to differ materially from the results anticipated in these statements. These factors include CMS Energy’s and Consumers’ inability to predict or control the following, all of which are potentially significant:

• the price of CMS Energy Common Stock, capital and financial market conditions, and the effect of these market conditions on CMS Energy’s and Consumers’ postretirement benefit plans, interest costs, and access to the capital markets, including availability of financing (including Consumers’ accounts receivable sales program and CMS Energy’s and Consumers’ revolving credit facilities) to CMS Energy, Consumers, or any of their affiliates, and the energy industry;

• the impact of the troubled economy (particularly in Michigan) and the risk of future volatility in the financial and credit markets on CMS Energy, Consumers, or any of their affiliates, including their:

• revenues;

• capital expenditure programs and related earnings growth;

• ability to collect accounts receivable from customers;

• cost of capital and availability of capital; and

• Pension Plan and postretirement benefit plans assets and required contributions;

• changes in the economic and financial viability of CMS Energy’s and Consumers’ suppliers, customers, and other counterparties and the continued ability of these third parties, including third parties in bankruptcy, to meet their obligations to CMS Energy and Consumers;

• population decline in the geographic areas where CMS Energy and Consumers conduct business;

8

• changes in applicable laws, rules, regulations, principles or practices, or in their interpretation, including those related to taxes, the environment, and accounting matters, that could have an impact on CMS Energy’s and Consumers’ businesses or financial results, including the impact of any future regulations or laws regarding:

• carbon dioxide and other greenhouse gas emissions, including potential future legislation to establish a cap and trade system;

• criteria pollutants, such as nitrogen oxide, sulfur dioxide, and particulate, and hazardous air pollutants;

• coal ash;

• cooling water discharge from power plants or other industrial equipment;

• limitations on the use or construction of coal-fueled electric power plants;

• renewable portfolio standards and energy efficiency mandates; and

• any other potential legislative changes, including changes to the ten-percent ROA limit;

• national, regional, and local economic, competitive, and regulatory policies, conditions, and developments;

• adverse regulatory or legal interpretations or decisions, including those related to environmental laws and regulations, and potential environmental remediation costs associated with these interpretations or decisions, including but not limited to those that may affect Bay Harbor or Consumers’ RMRR classification under NSR regulations;

• potentially adverse regulatory treatment or failure to receive timely regulatory orders concerning a number of significant matters affecting Consumers that are presently or potentially before the MPSC, including:

• sufficient and timely recovery of:

• environmental and safety-related expenditures;

• power supply and natural gas supply costs;

• operating and maintenance expenses;

• additional utility rate-based investments;

• costs associated with the proposed retirement and decommissioning of facilities;

• MISO energy and transmission costs; and

• costs associated with energy efficiency investments and state or federally mandated renewable resource standards;

• actions of regulators with respect to expenditures subject to tracking mechanisms;

• actions of regulators to prevent or curtail shutoffs for non-paying customers;

• actions of regulators with respect to the implementation of the “pilot” decoupling mechanism and an uncollectible expense tracking mechanism described in the November 2009 MPSC electric rate case order;

• regulatory orders preventing or curtailing rights to self-implement rate requests;

• regulatory orders potentially requiring a refund of previously self-implemented rates;

• authorization of a new coal-fueled plant; and

• implementation of new energy legislation or revisions of existing regulations;

• potentially adverse regulatory treatment resulting from pressure on regulators to oppose annual rate increases or to lessen rate impacts upon customers, particularly in difficult economic times;

• loss of customer load to alternative energy suppliers;

9

• potentially adverse regulatory treatment concerning a number of significant matters affecting Consumers that are presently before the MDNRE;

• the ability of Consumers to recover its regulatory assets in full and in a timely manner;

• the effectiveness of the electric decoupling mechanism in moderating the impact of sales variability on net revenues;

• the ability of Consumers to recover nuclear fuel storage costs incurred as a result of the DOE’s failure to accept spent nuclear fuel on schedule, and the outcome of pending litigation with the DOE;

• the impact of expanded enforcement powers and investigation activities at the FERC;

• federal regulation of electric sales and transmission of electricity, including periodic re-examination by federal regulators of CMS Energy’s and Consumers’ market-based sales authorizations in wholesale power markets without price restrictions;

• effects of weather conditions, such as unseasonably warm weather during the winter, on sales;

• the market perception of the energy industry or of CMS Energy, Consumers, or any of their affiliates;

• the credit ratings of CMS Energy or Consumers;

• the impact of credit markets, economic conditions, and new banking regulations on EnerBank;

• disruptions in the normal commercial insurance and surety bond markets that may increase costs or reduce traditional insurance coverage, particularly terrorism and sabotage insurance, performance bonds, and tax-exempt debt insurance, and stability of insurance providers;

• energy markets, including availability of capacity and the timing and extent of changes in commodity prices for oil, coal, natural gas, natural gas liquids, electricity, and certain related products due to lower or higher demand, shortages, transportation problems, or other developments, and their impact on CMS Energy’s and Consumers’ cash flows and working capital;

• changes in construction material prices and the availability of qualified construction personnel to implement Consumers’ construction program;

• factors affecting operations, such as unusual weather conditions, catastrophic weather-related damage, unscheduled generation outages, maintenance or repairs, environmental incidents, or electric transmission or gas pipeline system constraints;

• potential disruption or interruption of facilities or operations due to accidents, war, or terrorism, and the ability to obtain or maintain insurance coverage for these events;

• technological developments in energy production, delivery, usage, and storage;

• achievement of capital expenditure and operating expense goals, including the 2010 capital expenditures forecast;

10

• the impact of CMS Energy’s and Consumers’ integrated business software system on their operations, including utility customer billing and collections;

• potential effects of new federal health care legislation on current or future health care costs;

• the effectiveness of CMS Energy’s and Consumers’ risk management policies and procedures;

• CMS Energy’s and Consumers’ ability to achieve generation planning goals and the occurrence and duration of planned or unplanned generation outages;

• adverse outcomes regarding tax positions;

• adverse consequences resulting from any past or future assertion of indemnity or warranty claims associated with assets and businesses previously owned by CMS Energy or Consumers, including the F.T. Barr matter and claims resulting from attempts by foreign or domestic governments to assess taxes on past operations or transactions;

• the outcome, cost, and other effects of legal or administrative proceedings, settlements, investigations, or claims;

• earnings volatility resulting from the application of fair value accounting to certain energy commodity contracts, such as electricity sales agreements and interest rate and foreign currency contracts;

• changes in financial or regulatory accounting principles or policies, including possible changes to rules involving fair value accounting;

• new or revised interpretations of GAAP by regulators, which could affect how accounting principles are applied, and could impact future periods’ financial statements or previously filed financial statements;

• a possible future requirement to comply with International Financial Reporting Standards, which differ from GAAP in various ways, including the present lack of special accounting treatment for regulated activities; and

• other business or investment matters that may be disclosed from time to time in CMS Energy’s and Consumers’ SEC filings, or in other publicly issued documents.

For additional details regarding these and other uncertainties, see the “Outlook” section included in MD&A, Note 3, Contingencies and Commitments, Note 4, Utility Rate Matters, Note 10, Income Taxes, and Part II, Item 1A. Risk Factors.

11

(This page intentionally left blank)

12

CMS Energy Corporation
Consumers Energy Company

MANAGEMENT’S DISCUSSION AND ANALYSIS

This MD&A is a combined report of CMS Energy and Consumers. It has been prepared in accordance with the instructions to Form 10-Q and Item 303 of Regulation S-K. This MD&A should be read in conjunction with MD&A contained in CMS Energy’s and Consumers’ 2009 Form 10-K.

EXECUTIVE OVERVIEW

CMS Energy is an energy company operating primarily in Michigan. It is the parent holding company of several subsidiaries, including Consumers, an electric and gas utility, and CMS Enterprises, primarily a domestic IPP. Consumers’ electric utility operations include the generation, purchase, distribution, and sale of electricity and Consumers’ gas utility operations include the purchase, transmission, storage, distribution, and sale of natural gas. Consumers’ customer base consists of a mix of residential, commercial, and diversified industrial customers. CMS Enterprises, through its subsidiaries and equity investments, owns power generation facilities.

CMS Energy and Consumers manage their businesses by the nature of services each provides. CMS Energy operates principally in three business segments: electric utility; gas utility; and enterprises, its non-utility investments and operations. Consumers operates principally in two business segments: electric utility and gas utility.

CMS Energy and Consumers earn revenue and generate cash from operations by providing electric and natural gas utility services, electric distribution and generation, gas transmission, storage, and distribution, and other energy-related services. Their businesses are affected primarily by:

• regulation and regulatory matters;

• economic conditions;

• weather;

• energy commodity prices;

• interest rates; and

• CMS Energy’s and Consumers’ securities credit ratings.

During the past several years, CMS Energy’s business strategy has emphasized improving its consolidated balance sheet and maintaining focus on its core strength, which is Consumers’ utility operations and service.

Consumers’ forecast calls for capital investments in excess of $7 billion from 2010 through 2014, with a key aspect of its strategy being the balanced energy initiative. The balanced energy initiative is a comprehensive energy resource plan to meet Consumers’ projected short-term and long-term electric power requirements with energy efficiency; demand management; expanded use of renewable energy; development of new power plants; pursuit of additional PPAs to complement existing generating sources; and potential retirement of older, less efficient generating units.

Among Consumers’ planned capital investments is its proposed new 830 MW coal-fueled power plant. In September 2009, the MPSC staff issued a report to the MDNRE on Consumers’ needs-and-alternatives analysis for the proposed coal-fueled plant, concluding that the long-term capacity need was unjustified without the retirement of certain existing coal-fueled power plants from its fleet and that the proposed coal-fueled plant is only one alternative out of a range of alternatives that Consumers may use to fill the

13

projected capacity need. In December 2009, the MDNRE issued an air permit for the proposed coal-fueled plant, with the condition that Consumers retire 638 MW of its existing coal-fueled generation, and potentially an additional 320 MW, depending on customer needs. The MDNRE’s condition regarding plant retirements is consistent with Consumers’ balanced energy initiative.

Consumers’ planned capital investments also include renewable energy projects. Consumers expects to spend $570 million on renewable energy investments through 2014. The 2008 Energy Legislation requires that at least ten percent of Consumers’ electric sales volume come from renewable energy sources by 2015, and includes requirements for specific capacity additions. In compliance with this legislation, Consumers filed a renewable energy plan with the MPSC in February 2009 outlining its plans to build or contract for additional renewable energy capacity. At the same time, Consumers filed an energy optimization plan, also called for by the 2008 Energy Legislation, under which Consumers will promote energy efficiency and provide incentives to reduce customer usage. In May 2009, the MPSC approved the energy optimization plan and, with minor exceptions, the renewable energy plan.

Another significant planned capital investment is Consumers’ smart grid program, which will provide enhanced controls over and information about energy usage, as well as timely notification of service interruptions. Consumers is using a phased implementation approach that will allow it to analyze, test, and pilot the new technology prior to widespread investment and deployment.

Regulatory matters are a key aspect of CMS Energy’s and Consumers’ businesses, particularly Consumers’ rate cases and regulatory proceedings with the MPSC. In February 2010, the MPSC issued an order requiring that Consumers refund to customers $86 million collected during a rate freeze from 2001 to 2003; the MPSC determined that these funds should have been placed in a decommissioning trust fund. Consumers has filed an appeal of this order. In November 2009, Consumers self-implemented a gas rate increase in the annual amount of $89 million, subject to refund with interest. Consumers expects to receive a final MPSC rate order in its gas rate case in May 2010. In March 2010, the ALJ issued a PFD that recommended an annual increase in gas rates of $69 million, as well as adoption of a decoupling mechanism. Further, in January 2010, Consumers filed an application with the MPSC seeking an annual increase in electric revenue of $178 million based on an 11 percent authorized return on equity.

Another area of importance for CMS Energy and Consumers is environmental regulation. There is uncertainty associated with federal legislative and regulatory proposals related to the regulation of carbon dioxide emissions, particularly associated with fossil-fueled generation. Federal legislation is being considered to establish a cap and trade system, or alternatively, to tax carbon dioxide emissions. In addition, in December 2009, the EPA issued an endangerment finding that greenhouse gases, including carbon dioxide, contribute to air pollution that may endanger the public health and welfare, thus setting the stage for regulation of carbon dioxide emissions under the Clean Air Act. The EPA is considering regulating coal combustion by-products, such as coal ash, as hazardous wastes under the Resource Conservation and Recovery Act. CMS Energy and Consumers are monitoring these developments for potential effects on their plans and operations.

CMS Energy will continue to focus its strategy on:

• investing in Consumers’ utility system;

• growing earnings and operating cash flow while controlling operating and fuel costs; and

• maintaining principles of safe, efficient operations, customer value, fair and timely regulation, and consistent financial performance.

14

In executing this strategy, CMS Energy and Consumers will need to overcome a Michigan economy that has been impacted adversely by the continued downturn and uncertainty in Michigan’s automotive industry marked by the bankruptcies of GM and Chrysler, as well as by high unemployment rates. The financial market crisis, the effects of which became evident in a global economic downturn beginning in 2008, continues to result in a negative economic outlook in the near term. A range of possible outcomes exists due to the uncertain progress of economic recovery in Consumers’ service territory. Consumers expects that the “pilot” decoupling mechanism and the uncollectible expense tracking mechanism adopted in the November 2009 MPSC electric rate order will mitigate partially the impacts of these economic conditions on the electric utility. While CMS Energy and Consumers believe that their sources of liquidity will be sufficient to meet their requirements, they will continue to monitor developments in the financial and credit markets and government policy responses to those developments for potential implications for CMS Energy’s and Consumers’ businesses and their future financial needs.

15

RESULTS OF OPERATIONS

CMS Energy’s Consolidated Results of Operations

In Millions (except for per share amounts)
Three months ended March 31	2010		2009		Change
Net Income Available to Common Stockholders	$	85	$	70	$	15
Basic Earnings Per Share	$	0.37	$	0.31	$	0.06
Diluted Earnings Per Share	$	0.34	$	0.30	$	0.04

In Millions
Three months ended March 31	2010			2009			Change
Electric Utility	$	41		$	39		$	2
Gas Utility		66			59			7
Enterprises		9			1			8
Corporate Interest and Other		(30	)		(28	)		(2	)
Discontinued Operations		(1	)		(1	)		—
Net Income Available to Common Stockholders	$	85		$	70		$	15

For the three months ended March 31, 2010, net income available to common stockholders was $85 million, compared with $70 million for 2009. Combined net income available to common stockholders for Consumers’ electric and gas utility segments increased as the favorable impact of rate orders more than offset decreased gas deliveries related to mild weather and unfavorable economic conditions. Further increasing net income available to common stockholders was an increase at the enterprises segment related to lower fuel costs, increased earnings from equity method investees, and higher net mark-to-market gains.

Specific after-tax changes to net income available to common stockholders for the three months ended March 31, 2010 versus 2009 are:

2010 over/(under) 2009
		(In Millions)
•	increase in electric and gas revenues at Consumers due to rate orders	$41
•	increase at the enterprises segment due to lower fuel costs, increased earnings from equity-method investees, and higher mark-to-market gains	8
•	other net increase at Consumers due to lower service restoration and other expenses	5
•	decrease in electric and gas revenue due to unfavorable economic conditions and an unfavorable sales mix	(15)
•	decrease in gas revenue due to mild weather	(15)
•	decrease at Consumers due to costs associated with the voluntary separation plan	(7)
•	decrease at corporate and other due to higher fixed charges, reflecting higher debt levels	(2)
Total change		$15

16

Consumers’ Electric Utility Results of Operations

In Millions
Three months ended March 31	2010		2009		Change
Net Income Available to Common Stockholders	$	41	$	39	$	2

Reasons for the change:
Electric deliveries and rate increase	$	26
Power supply costs and related revenue		(10	)
Other income, net of expenses		(3	)
Maintenance and other operating expenses		(6	)
Depreciation and amortization		(1	)
General taxes		(2	)
Interest charges		(2	)
Total change	$	2

Electric deliveries and rate increase: For the three months ended March 31, 2010, electric delivery revenues increased $26 million compared with 2009. The increase was due to $32 million of additional revenues resulting from the November 2009 rate order. Also contributing to the increase were other rate-related items of $16 million, which included the impacts of the decoupling mechanism that became effective in December 2009. Additionally, surcharge revenues and related reserves increased $4 million in 2010, due primarily to the implementation of the energy optimization program in June 2009.

These increases were offset partially by an $8 million decrease in revenues from an unfavorable sales mix, including the impact of customers switching from demand rates to energy rates, and $18 million in lower deliveries due to decreased sales to Consumers’ high margin customers. Overall, deliveries to end-use customers were 9.1 billion kWh, an increase of 0.07 billion kWh or 0.8 percent compared with 2009.

Power supply costs and related revenue: For the three months ended March 31, 2010, PSCR revenue decreased $10 million compared with 2009, reflecting an order received from the MPSC that disallowed recovery of power supply costs in Consumers’ 2007 PSCR reconciliation case.

Other income, net of expenses: For the three months ended March 31, 2010, other income decreased $3 million compared with 2009. The decrease was due primarily to a reduction of interest recorded on certain regulatory assets.

Maintenance and other operating expenses: For the three months ended March 31, 2010, maintenance and other operating expenses increased $6 million compared with 2009. The increase was due to $6 million associated with the implementation of the energy optimization program in June 2009, a $6 million increase in voluntary separation plan expenses and a $2 million increase in uncollectible accounts expense. These increases were offset partially by an $8 million decrease in service restoration and other net expenses.

Depreciation and amortization: For the three months ended March 31, 2010, depreciation and amortization expense increased $1 million compared with 2009. The increase was due to higher depreciation expense of $2 million from increased plant in service, offset partially by lower amortization expense of $1 million on certain regulatory assets.

General taxes: For the three months ended March 31, 2010, general taxes increased $2 million compared with 2009. The increase resulted from higher use taxes on electric property and increased property taxes, reflecting higher capital spending.

17

Interest charges: For the three months ended March 31, 2010, interest charges increased $2 million compared with 2009. The increase resulted from higher debt levels in 2010 and from an order received from the MPSC that disallowed recovery of power supply costs in Consumers’ 2007 PSCR reconciliation case.

Consumers’ Gas Utility Results of Operations

In Millions
Three months ended March 31	2010		2009		Change
Net Income Available to Common Stockholders	$	66	$	59	$	7

Reasons for the change:
Gas deliveries and rate increase	$	21
Other income, net of expenses		2
Maintenance and other operating expenses		(6	)
Depreciation and amortization		(1	)
General taxes		(1	)
Interest charges		(2	)
Income taxes		(6	)
Total change	$	7

Gas deliveries and rate increase: For the three months ended March 31, 2010, gas delivery revenues increased $21 million compared with 2009. The increase resulted from $31 million of additional revenue from the November 2009 self-implemented gas rate increase, $5 million from a favorable sales mix, and $3 million from the collection in 2010 of regulatory assets related to retirement benefits. Additionally, surcharge revenues increased $6 million due to the implementation of the energy optimization program in June 2009. These increases were offset partially by lower deliveries of $24 million due to milder weather. Gas deliveries, including miscellaneous transportation to end-use customers, were 119.1 bcf, a decrease of 11.6 bcf or 8.9 percent compared with 2009.

Other income, net of expenses: For the three months ended March 31, 2010, other income increased $2 million compared with 2009, due to increased interest income related to Consumers’ gas segment’s secured borrowing agreements.

Maintenance and other operating expenses: For the three months ended March 31, 2010, maintenance and other operating expenses increased $6 million compared with 2009. The increase was due to additional expenses of $6 million related to the implementation of the energy optimization program in June 2009, a $4 million increase in voluntary separation plan expenses, and higher expenses of $3 million associated with retirement benefits in 2010. These increases were offset partially by lower uncollectible accounts expense of $5 million and a decrease of $2 million in other net expenses.

Depreciation and amortization: For the three months ended March 31, 2010, depreciation and amortization expense increased $1 million compared with 2009, due primarily to an increase in plant in service.

General taxes: For the three months ended March 31, 2010, general taxes increased $1 million compared with 2009, due to increased property taxes, reflecting higher capital spending.

Interest charges: For the three months ended March 31, 2010, interest charges increased $2 million compared with 2009, due to higher debt levels in 2010.

18

Income taxes: For the three months ended March 31, 2010, income taxes increased $6 million compared with 2009. The change reflects $4 million due to higher gas utility earnings in 2010 and a $2 million increase in MBT expense.

Enterprises Results of Operations

In Millions
Three months ended March 31	2010		2009		Change
Net Income Available to Common Stockholders	$	9	$	1	$	8

For the three months ended March 31, 2010, the enterprises segment reported net income of $9 million compared with net income of $1 million for the same period in 2009. The change reflects after-tax expense reductions of $3 million from lower fuel costs, increased net earnings from equity-method investees of $3 million, and higher net mark-to-market gains of $2 million.

Corporate Interest and Other Results of Operations

In Millions
Three months ended March 31	2010			2009			Change
Net Loss Available to Common Stockholders	$	(30	)	$	(28	)	$	(2	)

For the three months ended March 31, 2010, corporate interest and other net expenses increased $2 million compared with 2009 due to higher fixed charges, reflecting higher debt levels.

Discontinued Operations

For the three months ended March 31, 2010 and 2009, net loss from discontinued operations was $1 million. These amounts reflect the operating results of Exeter, which is classified as held for sale.

CAPITAL RESOURCES AND LIQUIDITY

Components of CMS Energy’s and Consumers’ cash management plan include controlling operating expenses and capital expenditures and evaluating market conditions for financing opportunities, if needed. Recent major financing transactions and commitments are as follows:

• In January 2010, CMS Energy issued $300 million of 6.25 percent senior notes due 2020;

• In March 2010, CMS Energy’s $239 million of 4.50 percent preferred stock and $139 million of 3.375 percent senior notes became convertible at the holders’ option for the second quarter of 2010; and

• In April 2010, Consumers executed a bond purchase agreement whereby Consumers will issue, in a September 2010 private placement, $250 million of 5.30 percent FMBs due September 2022 and $50 million of 6.17 percent FMBs due September 2040.

19

Despite present market volatility, CMS Energy and Consumers expect to continue to have access to the financial and capital markets. Recent and upcoming credit renewals and maturities are as follows:

• In February 2010, Consumers renewed its accounts receivable sales program through February 2011;

• Consumers’ $150 million revolving credit facility is planned for renewal in 2010;

• Consumers’ $30 million Letter of Credit Reimbursement Agreement is planned for renewal in 2010;

• Consumers’ tax-exempt pollution control revenue bond maturities are $58 million in 2010;

• Consumers’ FMBs maturities are $250 million in 2010 and $300 million in 2012;

• Consumers’ $500 million revolving credit facility is planned for renewal in 2012;

• CMS Energy’s senior notes maturities are $67 million in 2010, $214 million in 2011, and $150 million in 2012; and

• CMS Energy’s $550 million revolving credit facility is planned for renewal in 2012.

CMS Energy and Consumers believe that their present level of cash and their expected cash flows from operating activities, together with their access to sources of liquidity, will be sufficient to meet cash requirements. If access to the capital markets were to become diminished or otherwise restricted, CMS Energy and Consumers would implement contingency plans to address debt maturities, which could include reduced capital spending. For additional details, see Note 5, Financings and Capitalization.

Cash Position, Investing, and Financing

At March 31, 2010, CMS Energy had $778 million of consolidated cash and cash equivalents, which included $23 million of restricted cash and cash equivalents. At March 31, 2010, Consumers had $614 million of consolidated cash and cash equivalents, which included $23 million of restricted cash and cash equivalents.

CMS Energy’s primary ongoing source of cash is dividends and other distributions from its subsidiaries. Consumers paid $114 million in common stock dividends to CMS Energy for the three months ended March 31, 2010. For details on dividend restrictions, see Note 5, Financings and Capitalization.

20

Operating Activities: Specific components of net cash provided by operating activities for the three months ended March 31, 2010 and 2009 were:

In Millions
Three months ended March 31		2010			2009			Change
CMS Energy, including Consumers
•	Net income	$	88		$	74		$	14
•	Non-cash transactions (a)		282			298			(16	)
		$	370		$	372		$	(2	)
•	Sale of gas purchased in prior year		449			561			(112	)
•	Accounts receivable sales, net		(50	)		(170	)		120
•	Change in other core working capital (b)		53			(61	)		114
•	Other changes in assets and liabilities, net		(165	)		(96	)		(69	)
Net cash provided by operating activities		$	657		$	606		$	51
Consumers
•	Net income	$	107		$	99		$	8
•	Non-cash transactions (a)		219			268			(49	)
		$	326		$	367		$	(41	)
•	Sale of gas purchased in prior year		449			561			(112	)
•	Accounts receivable sales, net		(50	)		(170	)		120
•	Change in other core working capital (b)		42			(63	)		105
•	Other changes in assets and liabilities, net		(84	)		(31	)		(53	)
Net cash provided by operating activities		$	683		$	664		$	19

(a)	Non-cash transactions comprise depreciation and amortization, changes in deferred income taxes, postretirement benefits expense, and other non-cash items.
(b)	Other core working capital comprises other changes in accounts receivable and accrued revenues, inventories, and accounts payable.

For the three months ended March 31, 2010, net cash provided by operating activities at CMS Energy increased $51 million compared with 2009. The increase was due to higher net income, net of non-cash transactions, at the enterprises segment, and to changes affecting Consumers’ cash provided by operating activities described in the following paragraph.

For the three months ended March 31, 2010, net cash provided by operating activities at Consumers increased $19 million compared with 2009. The increase was due primarily to higher collections from customers in 2010, offset largely by lower sales of gas.

21

Investing Activities: Specific components of cash used in investing activities for the three months ended March 31, 2010 and 2009 were:

								In Millions
Three months ended March 31		2010			2009			Change
CMS Energy, including Consumers
•	Capital expenditures	$	(190	)	$	(180	)	$	(10	)
•	Cash effect of deconsolidation of partnerships		(10	)		—			(10	)
•	Costs to retire property and other		(12	)		(12	)		—
Net cash used in investing activities		$	(212	)	$	(192	)	$	(20	)
Consumers
•	Capital expenditures	$	(190	)	$	(177	)	$	(13	)
•	Costs to retire property and other		(12	)		(22	)		10
Net cash used in investing activities		$	(202	)	$	(199	)	$	(3	)

For the three months ended March 31, 2010, net cash used in investing activities at CMS Energy increased $20 million compared with 2009. For the three months ended March 31, 2010, net cash used in investing activities at Consumers increased $3 million compared with 2009. Both increases reflect higher capital expenditures at Consumers.

Financing Activities: Specific components of net cash provided by financing activities for the three months ended March 31, 2010 and 2009 were:

								In Millions
Three months ended March 31		2010			2009			Change
CMS Energy, including Consumers
•	Issuance of FMBs, convertible senior notes, senior notes, and other debt	$	300		$	500		$	(200	)
•	Retirement of debt and other debt maturity payments		(34	)		(260	)		226
•	Payments of common and preferred stock dividends		(37	)		(32	)		(5	)
•	Other financing activities		(8	)		(9	)		1
Net cash provided by financing activities		$	221		$	199		$	22
Consumers
•	Issuance of FMBs	$	—		$	500		$	(500	)
•	Retirement of debt and other debt maturity payments		(9	)		(209	)		200
•	Stockholder’s contribution		200			—			200
•	Payments of common and preferred stock dividends		(114	)		(72	)		(42	)
•	Other financing activities		(6	)		(10	)		4
Net cash provided by financing activities		$	71		$	209		$	(138	)

For the three months ended March 31, 2010, net cash provided by financing activities at CMS Energy increased by $22 million compared with 2009. The increase was due primarily to an increase in net proceeds from borrowing.

For the three months ended March 31, 2010, net cash provided by financing activities at Consumers decreased $138 million compared with 2009. The decrease was due primarily to a decrease in net proceeds from borrowings offset partially by a stockholder’s contribution from CMS Energy.

For additional details on long-term debt activity, see Note 5, Financings and Capitalization.

22

Retirement Benefits

The following table provides the most recent estimates of CMS Energy’s and Consumers’ pension cost, OPEB cost, and cash contributions for the next three years.

							In Millions
	Pension Cost		OPEB Cost		Pension Contribution		OPEB Contribution
CMS Energy, including Consumers
2010	$	107	$	74	$	100	$	71
2011		108		71		89		71
2012		105		67		142		71
Consumers
2010	$	104	$	76	$	97	$	70
2011		105		73		86		70
2012		101		69		137		70

During the first three months of 2010, CMS Energy contributed $100 million to its pension fund, which included a contribution of $97 million by Consumers. Actual future pension cost and contributions will depend on future investment performance, changes in discount rates, and various other factors related to the Pension Plan participants.

For additional details on retirement benefits, see Note 9, Retirement Benefits.

Obligations And Commitments

Revolving Credit Facilities: For details on CMS Energy’s and Consumers’ revolving credit facilities, see Note 5, Financings and Capitalization.

Dividend Restrictions: For details on CMS Energy’s and Consumers’ dividend restrictions, see Note 5, Financings and Capitalization.

Off-Balance-Sheet Arrangements

Off-Balance-Sheet Arrangements: CMS Energy, Consumers, and certain of their subsidiaries enter into various arrangements in the normal course of business to facilitate commercial transactions with third parties. These arrangements include indemnities, surety bonds, letters of credit, and financial and performance guarantees. Indemnities are usually agreements to reimburse a counterparty that may incur losses due to outside claims or breach of contract terms. The maximum payment that could be required under a number of these indemnity obligations is not estimable. While CMS Energy and Consumers believe it is unlikely that they will incur any material losses related to indemnities they have not recorded as liabilities, they cannot predict the impact of these contingent obligations on their liquidity and financial condition. For additional details on these and other guarantee arrangements, see Note 3, Contingencies and Commitments, “Guarantees.”

OUTLOOK

Several business trends and uncertainties may affect CMS Energy’s and Consumers’ financial condition and results of operations. These trends and uncertainties could have a material impact on CMS Energy’s and Consumers’ consolidated income, cash flows, or financial position. For additional details regarding these and other uncertainties, see “Forward-Looking Statements and Information,” Note 3, Contingencies and Commitments, and Part II, Item 1A. Risk Factors.

23

Consumers’ Electric Utility Business Outlook and Uncertainties

Balanced Energy Initiative: Consumers’ balanced energy initiative is a comprehensive energy resource plan designed to meet its projected short-term and long-term electric power requirements through:

• energy efficiency;

• demand management;

• expanded use of renewable energy;

• development of new power plants and pursuit of additional PPAs to complement existing generating sources; and

• retirement of older, less efficient generating units.

Consumers’ balanced energy initiative includes plans to build an 830 MW coal-fueled plant at its Karn/Weadock generating complex near Bay City, Michigan. Consumers expects the plant to be in operation in 2017 and plans to use five-eighths of the plant’s output to serve its own customers, with the remaining output to be committed to others.

In December 2009, the MDNRE approved an air permit for Consumers’ proposed coal-fueled plant. As set forth in the air permit, Consumers would retire up to seven of its older, less-efficient generating units if the new unit is built and operated. Consumers plans to retire five units, or 638 MW, by the earlier of December 31, 2017 or within six months of commencement of operation of the new coal plant, with retirement of the additional two units, or 320 MW, dependent on customer need.

In March 2010, two parties filed a petition for review of the MDNRE air permit. Consumers is in the process of intervening in the matter and plans to defend the air permit with the MDNRE.

The 2008 Energy Legislation provided guidelines for the MPSC’s review and approval of energy resource plans and proposed power plants through the issuance of a certificate of necessity. Consumers plans to file a new case with the MPSC in 2010 seeking a certificate of necessity that conforms to the 2008 Energy Legislation. If the certificate of necessity is not approved by the MPSC, Consumers’ alternatives to constructing the proposed coal-fueled plant include constructing new gas-fueled generation, as well as extending the useful life of several existing coal-fueled plants.

Renewable Energy Plan: Consumers’ renewable energy plan details how Consumers will meet REC and capacity standards prescribed by the 2008 Energy Legislation. This legislation requires Consumers to obtain RECs in an amount equal to at least ten percent of its electric sales volume (estimated to be 3.6 million RECs annually) from renewable energy resources by 2015. A single REC represents proof that one MWh of electricity was generated from a renewable energy resource. The legislation also requires Consumers to obtain 500 MW of capacity from renewable energy resources by 2015, either through generation resources owned by Consumers or through agreements to purchase capacity from other parties.

Under its renewable energy plan, Consumers expects to secure its required 3.6 million RECs each year by 2015; such RECs will be a combination of newly generated RECs and previously generated RECs carried over from prior years. Presently, Consumers generates and purchases 1.6 million RECs per year, which represent 40 percent of its long-term REC needs. Consumers expects to be able to generate and purchase an additional 2 million RECs per year by 2018.

To meet its renewable capacity requirements, Consumers expects to add 500 MW of owned or contracted renewable capacity by 2015. Consumers has secured more than 60,000 acres of land easements in Michigan’s Mason, Huron, and Tuscola Counties for the potential development of wind generation and is presently collecting wind speed and other meteorological data at those sites. Consumers plans to construct a 100 MW wind farm in Mason County, Lake Winds Energy Park, which Consumers expects to

24

be operational in late 2012. As part of the development of this wind farm, Consumers issued a request for proposal to manufacturers of wind turbine generators in January 2010 and is analyzing bids received in response to that request. Consumers will continue to seek opportunities for wind generation development in support of the renewable capacity standards.

Consumers has also executed agreements with six small-scale renewable energy suppliers for the purchase of 9.4 MW of capacity, which will generate an estimated two percent of Consumers’ long-term REC needs. The MPSC has approved these agreements, enabling Consumers to recover the full costs of these contracts from its customers. Additionally, Consumers is in the process of evaluating proposals from several renewable energy suppliers for a portion of its capacity needs.

Electric Customer Deliveries and Revenue: Consumers’ electric customer deliveries are largely dependent on Michigan’s economy, which has suffered from economic and financial instability in the automotive and real estate sectors.

Consumers expects weather-adjusted electric deliveries to increase in 2010 by two percent compared with 2009. Consumers’ outlook for 2010 includes continuing growth in deliveries to its largest customer, which produces energy-related components. Consumers has a long-term contract with this customer to provide electricity at a discounted rate for economic development purposes. Excluding this customer’s growth, Consumers expects weather-adjusted electric deliveries in 2010 to remain unchanged from 2009. Consumers’ outlook reflects the impact of reduced deliveries associated with its investment in energy efficiency programs included in the 2008 Energy Legislation, as well as recent projections of Michigan’s economic conditions.

Consumers expects economic conditions to stabilize by the end of 2010, resulting in annual electric delivery growth of about one percent on average through 2014. This reflects growth in electric deliveries offset by the predicted effects of energy efficiency programs and appliance efficiency standards. Actual deliveries will depend on:

• energy conservation measures and results of energy efficiency programs;

• fluctuations in weather; and

• changes in economic conditions, including utilization and expansion or contraction of manufacturing facilities, population trends, and housing activity.

In its 2009 electric rate case order, the MPSC authorized Consumers to adopt a “pilot” decoupling mechanism. This mechanism, subject to certain conditions, allows Consumers to adjust future rates to collect or refund the change in marginal revenue by class arising from the difference between the level of average sales per customer adopted in the order and actual average sales per customer. The MPSC’s order also adopted an uncollectible expense tracking mechanism, which allows future rates to be adjusted to collect or refund 80 percent of the difference between the level of uncollectible expense included in rates and actual uncollectible expense. Consumers expects these mechanisms to mitigate partially the effects of weather fluctuations, the economy, and energy efficiency programs on Consumers’ electric revenue in future periods.

Electric ROA: The Customer Choice Act allows Consumers’ electric customers to buy electric generation service from Consumers or from an alternative electric supplier. The 2008 Energy Legislation limited alternative electric supply to ten percent of Consumers’ weather-adjusted retail sales of the preceding calendar year. At March 31, 2010, electric deliveries under the ROA program were at the ten percent limit and alternative electric suppliers were providing 777 MW of generation service to ROA customers.

Electric Environmental Estimates: Consumers’ operations are subject to various state and federal environmental laws and regulations. Consumers continues to focus on complying with the federal Clean

25

Air Act, Clean Water Act, and numerous state and federal environmental regulations. Consumers estimates expenditures of $1.4 billion from 2010 through 2017 to comply with these regulations. Consumers expects to recover these costs in customer rates, but cannot assure that result. Consumers’ primary environmental compliance focus includes, but is not limited to, the following matters:

Clean Air Interstate Rule: At this time, CAIR remains in effect, pending EPA revision. While the impacts of this revision are unknown, Consumers expects the EPA to propose stricter standards. A draft rule is expected this year. Consumers’ strategy to comply with CAIR involves the installation of state-of-the-art emission control equipment. In addition, Consumers is monitoring legislative initiatives in the U.S. Senate, which may lead to an alternative to the revised CAIR.

Federal Hazardous Air Pollutant Regulation: The EPA has initiated the development of a revised rule for electric generating unit hazardous air pollutants, such as mercury, based on Section 112 of the Clean Air Act. Consumers will have a better understanding of the potential impact of the proposed rule upon its release, which is expected this year. Existing sources must meet the standards generally within three years of issuance of the final rule.

Greenhouse Gases: In June 2009, the U.S. House of Representatives passed the American Clean Energy and Security Act, which would require reductions in emissions of greenhouse gases, including carbon dioxide. The bill proposes to reduce carbon dioxide and other greenhouse gas emissions by three percent below 2005 levels by 2012, 17 percent below 2005 levels by 2020, and 42 percent below 2005 levels by 2030. The bill also contains provisions for the direct granting of substantial free greenhouse gas emission allowances to load-serving entities, which would mitigate some of the price impact to Consumers’ customers. Consumers believes Congress may eventually pass greenhouse gas legislation, but the form and timing of any final bill is difficult to predict. These laws, EPA regulations regarding greenhouse gases, or similar treaties, state laws, or rules, if enacted, could require Consumers to replace equipment, install additional equipment for emission controls, purchase allowances, curtail operations, arrange for alternative sources of supply, or take other steps to manage or lower the emission of greenhouse gases.

In December 2009, the EPA issued an endangerment finding for greenhouse gases under the Clean Air Act. In this finding, which has been challenged in the U.S. Court of Appeals for the D.C. Circuit by numerous parties, the EPA determined that current and projected atmospheric concentrations of six greenhouse gases threaten the public health and welfare of current and future generations. The finding alone does not impose any standard or regulation on industry, but it is a precursor for finalizing proposed emissions standards. Recently, the EPA issued its final rule that regulates greenhouse gas emissions from motor vehicles under Section 202 of the Clean Air Act. This final action renders carbon dioxide and other greenhouse gases “regulated air pollutants” under the Clean Air Act, meaning that PSD and Title V permitting programs will now, under EPA’s view, apply to these greenhouse gases beginning on January 2, 2011. In addition, the EPA recently proposed revisions to its Mandatory Reporting of Greenhouse Gases Rule that would extend reporting requirements to methane releases from natural gas pipelines, distribution facilities, and gas storage fields.

Although associated capital or operating costs relating to greenhouse gas regulation or legislation could be material and cost recovery cannot be assured, Consumers expects to recover these costs and capital expenditures in rates consistent with the recovery of other reasonable costs of complying with environmental laws and regulations.

Combustion By-Products: The EPA is considering regulating coal combustion by-products, such as coal ash, as hazardous wastes under the Resource Conservation and Recovery Act. Michigan already regulates coal combustion by-products as low-hazard industrial waste. If coal ash is regulated as a hazardous waste, Consumers would likely cease the beneficial re-use of this product, resulting in significantly more coal ash requiring costly disposal. Additionally, it is possible that existing landfills could be closed if the upgrades to hazardous waste landfill standards are economically prohibitive. Costs associated with this

26

potential regulation could be substantial.

Water: In 2004, the EPA issued rules that govern existing electric generating plant cooling water intake systems. These rules require a significant reduction in the number of fish harmed by cooling water intake structures at existing power plants. The EPA compliance options in the rule were challenged before the U.S. Court of Appeals for the Second Circuit, which remanded the bulk of the rule back to the EPA for reconsideration in 2007. In April 2009, the U.S. Supreme Court ruled in favor of the utility industry’s position that the EPA can rely on a cost-benefit analysis in setting the national performance standards for fish protection. The EPA has announced plans to issue a revised draft rule this year. Consumers estimates capital expenditures of $150 million to comply with these regulations.

Other electric environmental matters could have a major impact on Consumers’ outlook. For additional details on these and other electric environmental matters, see Note 3, Contingencies and Commitments, “Consumers’ Electric Utility Contingencies – Electric Environmental Matters.”

Electric Rate Matters: Rate matters are critical to Consumers’ electric utility business. For details on Consumers’ PSCR, electric rate cases, uncollectible expense tracking mechanism reconciliation, electric operation and maintenance expenditures show-cause order, Big Rock decommissioning proceedings, electric depreciation cases, renewable energy plan, and energy optimization plan, see Note 4, Utility Rate Matters, “Consumers’ Electric Utility Rate Matters.”

Consumers’ Gas Utility Business Outlook and Uncertainties

Gas Deliveries: Consumers expects 2010 weather-adjusted gas deliveries to decline by two percent compared with 2009, due to continuing conservation and overall economic conditions in Michigan. In addition, Consumers expects weather-adjusted gas deliveries to decline an average of two percent annually from 2011 through 2015, which includes expected effects of energy efficiency programs. Actual delivery levels from year to year may vary from this trend due to:

• fluctuations in weather;

• use by IPPs;

• availability and development of renewable energy sources;

• changes in gas prices;

• Michigan economic conditions including population trends and housing activity;

• the price of competing energy sources or fuels; and

• energy efficiency and conservation.

Gas Environmental Estimates: Consumers expects to incur investigation and remedial action costs at a number of sites, including 23 former MGP sites. For additional details, see Note 3, Contingencies and Commitments, “Consumers’ Gas Utility Contingencies – Gas Environmental Matters.”

Gas Rate Matters: Rate matters are critical to Consumers’ gas utility business. For details on Consumers’ GCR, gas rate case, and gas depreciation case, see Note 4, Utility Rate Matters, “Consumers’ Gas Utility Rate Matters.”

27

Enterprises Outlook and Uncertainties

The primary focus with respect to CMS Energy’s remaining non-utility businesses is to optimize cash flow and maximize the value of their assets.

In April 2010, CMS Energy settled an insurance claim related to a previously sold South American investment, under which insurers will pay CMS Energy $50 million. This settlement will be recognized as a reduction to operating expenses in the second quarter of 2010.

Trends and uncertainties that could have a material impact on CMS Energy’s consolidated income, cash flows, or financial position include:

• the impact of indemnity and environmental remediation obligations at Bay Harbor;

• the outcome of certain legal proceedings;

• the impact of lower electricity prices, caused primarily by lower natural gas prices, unseasonably cool weather in the summer, and decreased industrial production, on the profitability of the enterprises segment’s generating units;

• the impact of representations, warranties, and indemnities provided by CMS Energy or its subsidiaries in connection with the sales of assets;

• the impact of changes in commodity prices and interest rates on certain derivative contracts that do not qualify for hedge accounting and must be marked to market through earnings;

• the impact of changes in various environmental laws, regulations, principles, practices, or in their interpretation; and

• the impact of economic conditions in Michigan, including population trends and housing activity.

For additional details regarding the enterprises segment’s uncertainties, see Note 3, Contingencies and Commitments.

Other Outlook and Uncertainties

Smart Grid: Consumers’ development of a smart grid continues to move forward. The foundation of the smart grid program is an advanced metering infrastructure. The program will include electric and gas smart meters that are capable of transmitting and receiving data, a two-way communications network, and modifications to Consumers’ existing systems to manage the data. It is intended to enable customers to monitor and manage their energy usage and help reduce demand during critical peak times, resulting in higher energy efficiency and environmental benefits. Due to this system’s complexity and relative market immaturity, Consumers is using a phased implementation approach that will allow it to analyze, test, and pilot the new technology prior to widespread investment and deployment. Consumers will also make certain modifications to its software to enable the new system. Consumers intends to conduct an operational pilot of the smart grid technology in 2012.

28

Health Care Reform: The Patient Protection and Affordable Care Act and the related Health Care and Education Reconciliation Act (the Health Care Acts) were enacted in March 2010. For taxable years beginning after December 31, 2012, the Health Care Acts repeal the tax deduction for the portion of health care costs that are reimbursed by the Medicare Part D subsidy. This legislation resulted in a $3 million increase to CMS Energy’s tax expense for the three months ended March 31, 2010, and it had no effect on Consumers’ net income. For additional details, see Note 10, Income Taxes.

Union Contract: The present Union agreement expires in June 2010. In April 2010, Consumers reached a tentative agreement with the Union on a new five-year contract for Union members. The schedule allows for ratification of the new contract by May 2010.

Litigation: CMS Energy, Consumers, and certain of their subsidiaries are named as parties in various litigation matters, as well as in administrative proceedings before various courts and governmental agencies arising in the ordinary course of business. For additional details regarding these and other legal matters, see Note 3, Contingencies and Commitments and Note 4, Utility Rate Matters.

EnerBank: EnerBank, a wholly owned subsidiary of CMS Capital that represents one percent of CMS Energy’s net assets, is a Utah state-chartered, FDIC-insured industrial bank providing unsecured home improvement loans. The carrying value of EnerBank’s loan portfolio was $268 million at March 31, 2010. Its loan portfolio was funded primarily by deposit liabilities of $240 million and borrowings from the U.S. Federal Reserve Bank of $14 million. Twelve-month rolling average default rates on loans held by EnerBank have declined slightly from 2.1 percent at December 31, 2009 to 2.0 percent at March 31, 2010. EnerBank expects the level of loan defaults to continue to decline in 2010 and return gradually to historical levels.

NEW ACCOUNTING STANDARDS

For details regarding the implementation of new accounting standards and new accounting standards issued that are not yet effective, see Note 1, New Accounting Standards.

29

(This page intentionally left blank)

30

CMS Energy Corporation

Consolidated Statements of Income

(Unaudited)

				In Millions
Three Months Ended March 31	2010			2009
Operating Revenue	$	1,967		$	2,104
Income (Loss) from Equity Method Investees		3			(1	)
Operating Expenses
Fuel for electric generation		138			135
Purchased and interchange power		278			289
Purchased and interchange power — related parties		21			—
Cost of gas sold		778			963
Other operating expenses		233			222
Maintenance		42			47
Depreciation and amortization		172			173
General taxes		66			65
		1,728			1,894
Operating Income		242			209
Other Income (Expense)
Interest and dividends		5			4
Allowance for equity funds used during construction		1			1
Other income		9			12
Other expense		(2	)		(2	)
		13			15
Interest Charges
Interest on long-term debt		98			92
Other interest		8			8
Allowance for borrowed funds used during construction		(1	)		(1	)
		105			99
Income Before Income Taxes		150			125
Income Tax Expense		61			50
Income From Continuing Operations		89			75
Loss From Discontinued Operations, Net of Tax Benefit of $(1) and $(1)		(1	)		(1	)
Net Income		88			74
Income Attributable to Noncontrolling Interests		—			1
Net Income Attributable to CMS Energy		88			73
Preferred Stock Dividends		3			3
Net Income Available to Common Stockholders	$	85		$	70

The accompanying notes are an integral part of these statements.

31

	In Millions, Except Per Share Amounts
Three Months Ended March 31	2010			2009
Amounts Attributable to Common Stockholders
Amounts Attributable to Continuing Operations	$	86		$	71
Amounts Attributable to Discontinued Operations		(1	)		(1	)
Net Income Available to Common Stockholders	$	85		$	70
Amounts Attributable to Noncontrolling Interests
Amounts Attributable to Continuing Operations	$	—		$	1
Amounts Attributable to Discontinued Operations		—			—
Income Attributable to Noncontrolling Interests	$	—		$	1
Basic Earnings (Loss) Per Average Common Share
Basic Earnings from Continuing Operations	$	0.38		$	0.32
Basic Loss from Discontinued Operations		(0.01	)		(0.01	)
Basic Earnings Attributable to Common Stock	$	0.37		$	0.31
Diluted Earnings (Loss) Per Average Common Share
Diluted Earnings from Continuing Operations	$	0.35		$	0.31
Diluted Loss from Discontinued Operations		(0.01	)		(0.01	)
Diluted Earnings Attributable to Common Stock	$	0.34		$	0.30
Dividends Declared Per Common Share	$	0.15		$	0.125

32

CMS Energy Corporation

Consolidated Statements of Cash Flows

(Unaudited)

				In Millions
Three Months Ended March 31	2010			2009
Cash Flows from Operating Activities
Net income	$	88		$	74
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization		172			173
Deferred income taxes and investment tax credit		42			49
Postretirement benefits expense		49			46
Allowance for equity funds used during construction		(1	)		(1	)
Capital lease and other amortization		9			10
Bad debt expense		14			20
Loss (income) from equity-method investees		(3	)		1
Cash distributions received from equity-method investees		2			—
Postretirement benefits contributions		(135	)		(13	)
Changes in other assets and liabilities:
Decrease (increase) in accounts receivable and accrued revenues		36			(161	)
Decrease in accrued power supply and gas revenue		38			1
Decrease in inventories		460			566
Decrease in accounts payable		(44	)		(75	)
Decrease in taxes and accrued expenses		(77	)		(52	)
Decrease in other current and non-current assets		39			27
Decrease in other current and non-current liabilities		(32	)		(59	)
Net cash provided by operating activities		657			606
Cash Flows from Investing Activities
Capital expenditures (excludes assets placed under capital lease)		(190	)		(180	)
Cost to retire property		(11	)		(17	)
Cash effect of deconsolidation of partnerships		(10	)		—
Other investing activities		(1	)		5
Net cash used in investing activities		(212	)		(192	)
Cash Flows from Financing Activities
Proceeds from issuance of notes, bonds, and other long-term debt		300			500
Issuance of common stock		3			3
Retirement of bonds and other long-term debt, including related parties		(25	)		(252	)
Payments on securitization bonds		(9	)		(8	)
Payment of common stock dividends		(34	)		(29	)
Payment of preferred stock dividends		(3	)		(3	)
Payment of capital and finance lease obligations		(6	)		(6	)
Debt issuance costs, financing fees, and other		(5	)		(6	)
Net cash provided by financing activities		221			199
Net Increase in Cash and Cash Equivalents		666			613
Decreases (Increases) in Cash and Cash Equivalents Included in Assets Held for Sale		(1	)		2
Net Increase in Cash and Cash Equivalents Excluding Assets Held for Sale		665			615
Cash and Cash Equivalents, Beginning of Period		90			207
Cash and Cash Equivalents, End of Period	$	755		$	822

The accompanying notes are an integral part of these statements.

33

(This page intentionally left blank)

34

CMS Energy Corporation
Consolidated Balance Sheets
(Unaudited)

ASSETS

			In Millions
	March 31		December 31
	2010		2009
Current Assets
Cash and cash equivalents	$	755	$	90
Restricted cash and cash equivalents		23		32
Accounts receivable and accrued revenue, less allowances of $28 in 2010 and $23 in 2009		870		948
Notes receivable		81		81
Accrued power supply and gas revenue		10		48
Accounts receivable — related parties		12		—
Inventories at average cost
Gas in underground storage		607		1,043
Materials and supplies		112		118
Generating plant fuel stock		127		158
Deferred property taxes		142		172
Regulatory assets		19		19
Assets held for sale		2		2
Prepayments and other		35		31
		2,795		2,742
Plant, Property & Equipment (at cost)
Plant, property & equipment, gross		13,591		13,716
Less accumulated depreciation, depletion, and amortization		4,507		4,540
Plant, property & equipment, net		9,084		9,176
Construction work in progress		563		506
		9,647		9,682
Non-current Assets
Regulatory assets		2,244		2,291
Notes receivable, less allowances of $5 in 2010 and $6 in 2009		257		269
Investments		52		9
Assets held for sale		9		9
Other		222		254
		2,784		2,832
Total Assets	$	15,226	$	15,256

The accompanying notes are an integral part of these statements.

35

STOCKHOLDERS’ INVESTMENT AND LIABILITIES

				In Millions
	March 31			December 31
	2010			2009
Current Liabilities
Current portion of long-term debt, capital and finance lease obligations	$	706		$	694
Notes payable		14			40
Accounts payable		395			509
Accrued rate refunds		2			21
Accounts payable — related parties		8			—
Accrued interest		78			96
Accrued taxes		238			283
Deferred income taxes		18			43
Regulatory liabilities		128			145
Liabilities held for sale		2			—
Other		104			123
		1,693			1,954
Non-current Liabilities
Regulatory liabilities		1,932			1,991
Postretirement benefits		1,366			1,460
Asset retirement obligation		233			229
Deferred investment tax credit		50			51
Deferred income taxes		408			231
Other		298			310
		4,287			4,272
Commitments and Contingencies (Notes 3, 4, 5, 7 and 8)
Capitalization
Long-term debt		6,103			5,895
Non-current portion of capital and finance lease obligations		202			197
Common stockholders’ equity
Common stock, authorized 350.0 shares; outstanding 228.0 shares in 2010 and 227.9 shares in 2009		2			2
Other paid-in capital		4,564			4,560
Accumulated other comprehensive loss		(32	)		(33	)
Accumulated deficit		(1,876	)		(1,927	)
Total common stockholders’ equity		2,658			2,602
Preferred stock		239			239
Noncontrolling interests		44			97
Total equity		2,941			2,938
		9,246			9,030
Total Stockholders’ Investment and Liabilities	$	15,226		$	15,256

36

CMS Energy Corporation
Consolidated Statements of Changes in Equity
(Unaudited)

				In Millions
Three Months Ended March 31	2010			2009
Common Stock
At beginning and end of period	$	2		$	2
Other Paid-in Capital
At beginning of period		4,560			4,533
Common stock issued		4			5
At end of period		4,564			4,538
Accumulated Other Comprehensive Loss
Retirement benefits liability
At beginning of period		(32	)		(27	)
Retirement benefits liability adjustments (a)		1			—
At end of period		(31	)		(27	)
Investments
At beginning of period		—			—
Unrealized loss on investments (a)		—			(4	)
At end of period		—			(4	)
Derivative instruments
At beginning and end of period		(1	)		(1	)
At end of period		(32	)		(32	)
Accumulated Deficit
At beginning of period		(1,927	)		(2,031	)
Net income attributable to CMS Energy (a)		88			73
Preferred stock dividends declared		(3	)		(3	)
Common stock dividends declared		(34	)		(29	)
At end of period		(1,876	)		(1,990	)
Preferred Stock
At beginning and end of period		239			243
Noncontrolling Interests
At beginning of period		97			96
Income attributable to noncontrolling interests		—			1
Distributions and other changes in noncontrolling interests		(53	)		(1	)
At end of period		44			96
Total Equity	$	2,941		$	2,857

37

CMS Energy Corporation
Consolidated Statements of Changes in Equity
(Unaudited)

			In Millions
Three Months Ended March 31	2010		2009
(a) Disclosure of Comprehensive Income:
Net income	$	88	$	74
Income attributable to noncontrolling interests		—		1
Net income attributable to CMS Energy	$	88	$	73
Retirement benefits liability:
Retirement benefits liability adjustments, net of tax benefit of $1 in 2010 and $- in 2009		1		—
Investments:
Unrealized loss on investments, net of tax of $- in 2010 and $- in 2009		—		(4	)
Total Comprehensive Income	$	89	$	69

The accompanying notes are an integral part of these statements.

38

Consumers Energy Company

Consolidated Statements of Income

(Unaudited)

				In Millions
Three Months Ended March 31	2010			2009
Operating Revenue	$	1,890		$	2,034
Operating Expenses
Fuel for electric generation		125			111
Purchased and interchange power		277			284
Purchased power — related parties		21			18
Cost of gas sold		746			936
Other operating expenses		222			207
Maintenance		40			44
Depreciation and amortization		171			170
General taxes		64			61
		1,666			1,831
Operating Income		224			203
Other Income (Expense)
Interest and dividends		5			4
Allowance for equity funds used during construction		1			1
Other income		9			12
Other expense		(2	)		(2	)
		13			15
Interest Charges
Interest on long-term debt		63			59
Other interest		6			5
Allowance for borrowed funds used during construction		(1	)		(1	)
		68			63
Income Before Income Taxes		169			155
Income Tax Expense		62			56
Net Income		107			99
Preferred Stock Dividends		—			1
Net Income Available to Common Stockholder	$	107		$	98

The accompanying notes are an integral part of these statements.

39

Consumers Energy Company
Consolidated Statements of Cash Flows
(Unaudited)

				In Millions
Three Months Ended March 31	2010			2009
Cash Flows from Operating Activities
Net income	$	107		$	99
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization		171			170
Deferred income taxes and investment tax credit		(19	)		29
Allowance for equity funds used during construction		(1	)		(1	)
Postretirement benefits expense		48			45
Capital lease and other amortization		7			6
Bad debt expense		13			19
Postretirement benefits contributions		(125	)		(12	)
Changes in other assets and liabilities:
Decrease (increase) in accounts receivable, notes receivable, and accrued revenue		31			(167	)
Decrease in accrued power supply and gas revenue		38			1
Decrease in inventories		459			566
Decrease in accounts payable		(49	)		(71	)
Decrease in accrued taxes and expenses		(28	)		(19	)
Decrease in other current and non-current assets		44			24
Decrease in other current and non-current liabilities		(13	)		(25	)
Net cash provided by operating activities		683			664
Cash Flows from Investing Activities
Capital expenditures (excludes assets placed under capital lease)		(190	)		(177	)
Cost to retire property		(11	)		(17	)
Decrease in restricted cash and cash equivalents		(1	)		(5	)
Net cash used in investing activities		(202	)		(199	)
Cash Flows from Financing Activities
Proceeds from issuance of long-term debt		—			500
Retirement of long-term debt		—			(201	)
Payments on securitization bonds		(9	)		(8	)
Payment of common stock dividends		(114	)		(72	)
Stockholder’s contribution		200			—
Payment of capital and finance lease obligations and other financing costs		(6	)		(10	)
Net cash provided by financing activities		71			209
Net Increase in Cash and Cash Equivalents		552			674
Cash and Cash Equivalents, Beginning of Period		39			69
Cash and Cash Equivalents, End of Period	$	591		$	743

40

Consumers Energy Company
Consolidated Balance Sheets
(Unaudited)

ASSETS

			In Millions
	March 31		December 31
	2010		2009
Current Assets
Cash and cash equivalents	$	591	$	39
Restricted cash and cash equivalents		23		22
Accounts receivable and accrued revenue, less allowances of $21 in 2010 and $21 in 2009		861		935
Notes receivable		67		79
Accrued power supply and gas revenue		10		48
Accounts receivable — related parties		8		2
Inventories at average cost
Gas in underground storage		603		1,038
Materials and supplies		108		111
Generating plant fuel stock		127		148
Deferred property taxes		142		172
Regulatory assets		19		19
Prepayments and other		26		23
		2,585		2,636
Plant, Property & Equipment (at cost)
Plant, property & equipment, gross		13,471		13,352
Less accumulated depreciation, depletion, and amortization		4,459		4,386
Plant, property & equipment, net		9,012		8,966
Construction work in progress		563		505
		9,575		9,471
Non-current Assets
Regulatory assets		2,244		2,291
Investments		28		29
Other		154		195
		2,426		2,515
Total Assets	$	14,586	$	14,622

The accompanying notes are an integral part of these statements.

41

STOCKHOLDER’S INVESTMENT AND LIABILITIES

			In Millions
	March 31		December 31
	2010		2009
Current Liabilities
Current portion of long-term debt, capital and finance lease obligations	$	368	$	365
Accounts payable		379		490
Accrued rate refunds		2		21
Accounts payable — related parties		10		11
Accrued interest		41		70
Accrued taxes		298		277
Deferred income taxes		151		206
Regulatory liabilities		128		145
Other		78		86
		1,455		1,671
Non-current Liabilities
Regulatory liabilities		1,932		1,991
Postretirement benefits		1,305		1,396
Asset retirement obligations		232		228
Deferred investment tax credit		50		51
Deferred income taxes		1,072		926
Other		235		241
		4,826		4,833
Commitments and Contingencies (Notes 3, 4, 5, 7 and 8)
Capitalization
Long-term debt		4,053		4,063
Non-current portion of capital and finance lease obligations		202		197
Common stockholder’s equity
Common stock, authorized 125.0 shares; outstanding 84.1 shares for both periods		841		841
Other paid-in capital		2,782		2,582
Accumulated other comprehensive income		1		2
Retained earnings		382		389
Total common stockholder’s equity		4,006		3,814
Preferred stock		44		44
Total equity		4,050		3,858
		8,305		8,118
Total Stockholder’s Investment and Liabilities	$	14,586	$	14,622

42

Consumers Energy Company
Consolidated Statements of Changes in Equity
(Unaudited)

				In Millions
Three Months Ended March 31	2010			2009
Common Stock
At beginning and end of period (a)	$	841		$	841
Other Paid-in Capital
At beginning of period		2,582			2,482
Stockholder’s contribution		200			—
At end of period		2,782			2,482
Accumulated Other Comprehensive Income
Retirement benefits liability
At beginning and end of period		(11	)		(7	)
Investments
At beginning of period		13			6
Unrealized gain (loss) on investments (b)		(1	)		1
At end of period		12			7
At end of period		1			—
Retained Earnings
At beginning of period		389			383
Net income (b)		107			99
Common stock dividends declared		(114	)		(72	)
Preferred stock dividends declared		—			(1	)
At end of period		382			409
Preferred Stock
At beginning and end of period		44			44
Total Equity	$	4,050		$	3,776

The accompanying notes are an integral part of these statements.

43

				In Millions
Three Months Ended March 31	2010			2009
(a) Number of shares of common stock outstanding was 84,108,789 for all periods presented.
(b) Disclosure of Comprehensive Income:
Net income	$	107		$	99
Investments
Unrealized gain (loss) on investments, net of tax of $- in 2010 and $- in 2009		(1	)		1
Total Comprehensive Income	$	106		$	100

44

(This page intentionally left blank)

45

CMS Energy Corporation
Consumers Energy Company

notes to consolidated financial statements

These interim Consolidated Financial Statements have been prepared by CMS Energy and Consumers in accordance with accounting principles generally accepted in the U.S. for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. As a result, CMS Energy and Consumers have condensed or omitted certain information and Note disclosures normally included in consolidated financial statements prepared in accordance with accounting principles generally accepted in the U.S. CMS Energy and Consumers have reclassified certain prior year amounts to conform to the presentation in the current year. The Consolidated Financial Statements for the three months ended March 31, 2009 have been updated for amounts previously reported. In management’s opinion, the unaudited information contained in this report reflects all adjustments of a normal recurring nature necessary to ensure the fair presentation of financial position, results of operations, and cash flows for the periods presented. The Notes to Consolidated Financial Statements and the related Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and related Notes contained in CMS Energy’s and Consumers’ 2009 Form 10-K. Due to the seasonal nature of CMS Energy’s and Consumers’ operations, the results presented for this interim period are not necessarily indicative of results to be achieved for the fiscal year.

1: NEW ACCOUNTING STANDARDS

IMPLEMENTATION OF NEW ACCOUNTING STANDARDS

SFAS No. 166, Accounting for Transfers of Financial Assets, an amendment of FASB Statement No. 140, codified through ASU No. 2009-16, Transfers and Servicing (Topic 860): Accounting for Transfers of Financial Assets: This standard, which was effective for CMS Energy and Consumers January 1, 2010, removes the concept of a QSPE from guidance relating to transfers of financial assets and extinguishments of liabilities. It also removes the exceptions from applying guidance relating to VIEs to QSPEs. This standard revises and clarifies when an entity is required to derecognize a financial asset that it has transferred to another entity. It further clarifies how to measure beneficial interests received as proceeds in connection with a transfer of a financial asset, and introduces the concept of a “participating interest,” the conditions of which must be met for a partial asset transfer to qualify for sale accounting treatment. The standard also requires enhanced disclosures related to continuing involvement with financial assets. Under this standard, transactions entered into under Consumers’ revolving accounts receivable sales program, discussed in Note 5, Financings and Capitalization, are accounted for as secured borrowings rather than as sales. CMS Energy and Consumers present outstanding amounts under the program as short-term debt collateralized by accounts receivable.

SFAS No. 167, Amendments to FASB Interpretation No. 46(R), codified through ASU No. 2009-17, Consolidations (Topic 810): Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities: This standard, which was effective for CMS Energy and Consumers January 1, 2010, amends the criteria used to determine which entity, if any, has a controlling financial interest in a VIE. It replaces the quantitative calculation of risks and rewards with a qualitative approach focused on identifying which entity (1) has the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance and (2) has the obligation to absorb losses of the VIE or the right to receive benefits from the VIE. This standard also requires ongoing assessments of whether an entity is the primary beneficiary of a VIE. Upon implementation of this guidance, CMS Energy concluded that it is the primary beneficiary of CMS Energy Trust I and consolidated the trust in its consolidated financial statements on January 1, 2010. CMS Energy also concluded that it is not the primary beneficiary of T.E.S. Filer City, Grayling, or Genesee and deconsolidated these partnerships in its consolidated financial statements on January 1, 2010. CMS Energy consolidated CMS Energy Trust I at the carrying value that

46

would be recorded had this guidance been effective when CMS Energy initially became involved with CMS Energy Trust I. CMS Energy recorded its retained interest in the deconsolidated partnerships at the carrying value that would be recorded had this guidance been effective when CMS Energy initially became involved with the partnerships. CMS Energy and Consumers have chosen not to adjust previously reported balances. No cumulative effect adjustments were required. See Note 11, Consolidation of Variable Interest Entities, for further details.

ASU No. 2010-06, Improving Disclosures about Fair Value Measurements: This standard expands the required quarterly disclosures about fair value measurements that are included in Note 2, Fair Value Measurements. The standard requires information on transfers in and out of Levels 1 and 2 of the fair value hierarchy. In addition, it requires gross reporting of purchases, sales, issuances, and settlements in the reconciliation of Level 3 fair values, rather than reporting this activity as one net amount. The standard also clarifies certain existing disclosure requirements. This standard was effective for CMS Energy and Consumers January 1, 2010, except for the gross reporting of Level 3 fair value activity, which will be effective for CMS Energy and Consumers January 1, 2011. This standard does not impact CMS Energy’s or Consumers’ consolidated income, cash flows, or financial position, and did not result in any significant changes to the fair value disclosures.

2: FAIR VALUE MEASUREMENTS

Accounting standards define fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. When measuring fair value, CMS Energy and Consumers are required to incorporate all assumptions that market participants would use in pricing an asset or liability, including assumptions about risk. A fair value hierarchy prioritizes inputs used to measure fair value according to their observability in the market. The three levels of the fair value hierarchy are as follows:

• Level 1 inputs are unadjusted quoted prices in active markets for identical assets or liabilities.

• Level 2 inputs are observable, market-based inputs, other than Level 1 prices. Level 2 inputs may include quoted prices for similar assets or liabilities in active markets, quoted prices in inactive markets, interest rates and yield curves observable at commonly quoted intervals, credit risks, default rates, and inputs derived from or corroborated by observable market data.

• Level 3 inputs are unobservable inputs that reflect CMS Energy’s or Consumers’ own assumptions about how market participants would value their assets and liabilities.

To the extent possible, CMS Energy and Consumers use quoted market prices or other observable market pricing data in valuing assets and liabilities measured at fair value. If this information is unavailable, they use market-corroborated data or reasonable estimates about market participant assumptions. CMS Energy and Consumers classify fair value measurements within the fair value hierarchy based on the lowest level of input that is significant to the fair value measurement in its entirety.

47

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following table summarizes, by level within the fair value hierarchy, CMS Energy’s and Consumers’ assets and liabilities reported at fair value on a recurring basis at March 31, 2010:

In Millions
	Total		Level 1		Level 2		Level 3
CMS Energy, including Consumers
Assets:
Cash equivalents	$	737	$	737	$	—	$	—
Restricted cash equivalents		4		4		—		—
Nonqualified deferred compensation plan assets		5		5		—		—
SERP:
Cash equivalents		3		3		—		—
Mutual fund		63		63		—		—
State and municipal bonds		27		—		27		—
Derivative instruments:
Commodity contracts (a)		5		2		3		—
Total	$	844	$	814	$	30	$	—
Liabilities:
Nonqualified deferred compensation plan liabilities	$	5	$	5	$	—	$	—
Derivative instruments:
Commodity contracts (b)		7		2		2		3
Total (c)	$	12	$	7	$	2	$	3
Consumers
Assets:
Cash equivalents	$	581	$	581	$	—	$	—
Restricted cash equivalents		4		4		—		—
CMS Energy Common Stock		28		28		—		—
Nonqualified deferred compensation plan assets		4		4		—		—
SERP:
Cash equivalents		2		2		—		—
Mutual fund		39		39		—		—
State and municipal bonds		17		—		17		—
Total	$	675	$	658	$	17	$	—
Liabilities:
Nonqualified deferred compensation plan liabilities	$	4	$	4	$	—	$	—
Total (c)	$	4	$	4	$	—	$	—

(a)	This amount is gross and excludes the $2 million impact of offsetting derivative assets and liabilities under master netting arrangements and the $3 million impact of offsetting cash margin deposits paid to CMS ERM by other parties.
(b)	This amount is gross and excludes the $2 million impact of offsetting derivative assets and liabilities under master netting arrangements and the $1 million impact of offsetting cash margin deposits paid by CMS ERM to other parties.
(c)	At March 31, 2010, CMS Energy’s liabilities classified as Level 3 represented 25 percent of CMS Energy’s total liabilities measured at fair value. Consumers did not have any assets or liabilities classified as Level 3.

48

The following table summarizes, by level within the fair value hierarchy, CMS Energy’s and Consumers’ assets and liabilities reported at fair value on a recurring basis at December 31, 2009:

In Millions
	Total		Level 1		Level 2		Level 3
CMS Energy, including Consumers
Assets:
Cash equivalents	$	57	$	57	$	—	$	—
Restricted cash equivalents		12		12		—		—
Nonqualified deferred compensation plan assets		5		5		—		—
SERP:
Cash equivalents		49		49		—		—
State and municipal bonds		27		—		27		—
Derivative instruments:
Commodity contracts (a)		1		—		1		—
Total	$	151	$	123	$	28	$	—
Liabilities:
Nonqualified deferred compensation plan liabilities	$	5	$	5	$	—	$	—
Derivative instruments:
Commodity contracts (b)		9		1		1		7
Interest rate contracts		1		—		—		1
Total (c)	$	15	$	6	$	1	$	8
Consumers
Assets:
Cash equivalents	$	31	$	31	$	—	$	—
Restricted cash equivalents		5		5		—		—
CMS Energy Common Stock		29		29		—		—
Nonqualified deferred compensation plan assets		4		4		—		—
SERP:
Cash equivalents		30		30		—		—
State and municipal bonds		16		—		16		—
Total	$	115	$	99	$	16	$	—
Liabilities:
Nonqualified deferred compensation plan liabilities	$	4	$	4	$	—	$	—
Total (c)	$	4	$	4	$	—	$	—

(a)	This amount is gross and excludes the $1 million impact of offsetting derivative assets and liabilities under master netting arrangements.
(b)	This amount is gross and excludes the $1 million impact of offsetting derivative assets and liabilities under master netting arrangements and the $1 million impact of offsetting cash margin deposits paid by CMS ERM to other parties.
(c)	At December 31, 2009, CMS Energy’s liabilities classified as Level 3 represented 53 percent of CMS Energy’s total liabilities measured at fair value. Consumers did not have any assets or liabilities classified as Level 3.

Cash Equivalents: Cash equivalents and restricted cash equivalents consist of money market funds with daily liquidity. The funds invest in U.S. Treasury notes, other government-backed securities, and repurchase agreements collateralized by U.S. Treasury notes.

49

Nonqualified Deferred Compensation Plan Assets: CMS Energy’s and Consumers’ nonqualified deferred compensation plan assets are invested in various mutual funds. CMS Energy and Consumers value these assets using a market approach, using the daily quoted NAVs provided by the fund managers that are the basis for transactions to buy or sell shares in each fund. CMS Energy and Consumers report these assets in Other non-current assets on their Consolidated Balance Sheets.

SERP Assets: CMS Energy and Consumers value their SERP assets using a market approach, incorporating prices and other relevant information from market transactions. The SERP cash equivalents consist of a money market fund with daily liquidity, which invests in state and municipal securities.

The SERP invests in a short-term, fixed-income mutual fund that holds a variety of debt securities with average maturities of one to three years. The fund invests primarily in investment grade debt securities but, in order to achieve its investment objective, it may invest a portion of its assets in high-yield securities, foreign debt, and derivative instruments. The fair value of the fund is determined using the daily published NAV, which is the basis for transactions to buy or sell shares in the fund.

The SERP state and municipal bonds are investment grade securities that are valued using a matrix pricing model that incorporates Level 2 market-based information. The fair value of the bonds is derived from various observable inputs, including benchmark yields, reported trades, broker/dealer quotes, bond ratings, and general information on market movements normally considered by market participants when pricing such debt securities. CMS Energy and Consumers report their SERP assets in Other non-current assets on their Consolidated Balance Sheets. For additional details about SERP securities, see Note 7, Financial Instruments.

Nonqualified Deferred Compensation Plan Liabilities: CMS Energy and Consumers value their non-qualified deferred compensation plan liabilities based on the fair values of the plan assets, as they reflect what is owed to the plan participants in accordance with their investment elections. CMS Energy and Consumers report these liabilities in Other non-current liabilities on their Consolidated Balance Sheets.

Derivative Instruments: CMS Energy and Consumers value their derivative instruments using either a market approach that incorporates information from market transactions, or an income approach that discounts future expected cash flows to a present value amount. They use various inputs to value the derivatives depending on the type of contract and the availability of market data. CMS Energy has exchange-traded derivative contracts that are valued based on Level 1 quoted prices in actively traded markets, as well as derivatives that are valued using Level 2 inputs, including commodity market prices, interest rates, credit ratings, default rates, and market-based seasonality factors. CMS Energy also has derivative instruments that extend beyond time periods in which quoted prices are available. For these instruments, CMS Energy uses modeling methods to project future prices. Such fair value measurements are classified in Level 3 unless modeling was required only for an insignificant portion of the total derivative value.

CMS Energy’s derivatives include an electricity sales agreement held by CMS ERM. This agreement, classified as Level 3, extends beyond the term for which quoted electricity prices are available. To value this agreement, CMS Energy uses a proprietary forward power pricing curve that is based on forward gas prices and an implied heat rate. CMS Energy also increases the fair value of the liability for this agreement by an amount that reflects the uncertainty of its model.

For all fair values other than Level 1 prices, CMS Energy and Consumers incorporate adjustments for the risk of nonperformance. For derivative assets, a credit adjustment is applied against the asset based on the published default rate for the credit rating that CMS Energy and Consumers assign to the counterparty based on an internal credit-scoring model. This model considers various inputs, including the counterparty’s financial statements, credit reports, trade press, and other information that would be available to market participants. To the extent that the internal ratings are comparable to credit ratings

50

published by independent rating agencies, the resulting credit adjustment is classified within Level 2. If the internal model results in a rating that is outside of the range of ratings given by the independent agencies and the credit adjustment is significant to the overall valuation, the derivative fair value is classified as Level 3. CMS Energy and Consumers adjust their derivative liabilities downward to reflect the risk of their own nonperformance, based on their published credit ratings. Adjustments for credit risk using the approach outlined within this paragraph are not materially different from the adjustments that would result from using credit default swap rates for the contracts presently held. For further details about derivative contracts, see Note 8, Derivative Instruments.

Assets and Liabilities Measured at Fair Value on a Recurring Basis using Significant Level 3 Inputs

The following table is a reconciliation of changes in the fair values of Level 3 assets and liabilities at CMS Energy:

In Millions
Three months ended March 31	2010			2009
Balance at January 1	$	(8	)	$	(16	)
Total gains included in earnings (a)		4			6
Purchases, sales, issuances, and settlements (net)		1			—
Balance at March 31	$	(3	)	$	(10	)
Unrealized gains included in earnings for the three months ended March 31 relating to assets and liabilities still held at March 31 (a)	$	4		$	5

(a) CMS Energy records realized and unrealized gains and losses for Level 3 recurring fair values in earnings as a component of Operating Revenue or Other operating expenses on its Consolidated Statements of Income.

3: CONTINGENCIES AND COMMITMENTS

CMS ENERGY CONTINGENCIES

Gas Index Price Reporting Investigation: In 2002, CMS Energy notified appropriate regulatory and governmental agencies that some employees at CMS MST and CMS Field Services appeared to have provided inaccurate information regarding natural gas trades to various energy industry publications, which compile and report index prices. CMS Energy cooperated with an investigation by the DOJ regarding this matter. Although CMS Energy has not received any formal notification that the DOJ has completed its investigation, the DOJ’s last request for information occurred in 2003, and CMS Energy completed its response to this request in 2004. CMS Energy is unable to predict the outcome of the DOJ investigation and what effect, if any, the investigation will have on CMS Energy.

Gas Index Price Reporting Litigation: CMS Energy, along with CMS MST, CMS Field Services, Cantera Natural Gas, Inc., and Cantera Gas Company, are named as defendants in various class action and individual lawsuits arising as a result of alleged inaccurate natural gas price reporting to publications that report trade information. Allegations include manipulation of NYMEX natural gas futures and options prices, price-fixing conspiracies, restraint of trade, and artificial inflation of natural gas retail prices in California, Colorado, Kansas, Missouri, Tennessee, and Wisconsin. The following provides more detail on these proceedings:

51

• In 2005, CMS MST was served with a summons and complaint that named CMS Energy, CMS MST, and CMS Field Services as defendants in a putative class action filed in Kansas state court, Learjet, Inc., et al. v. Oneok, Inc., et al. The complaint alleges that during the putative class period, January 1, 2000 through October 31, 2002, the defendants engaged in a scheme to violate the Kansas Restraint of Trade Act. The plaintiffs, who allege they purchased natural gas from the defendants and others for their facilities, are seeking statutory full consideration damages consisting of the full consideration paid by plaintiffs for natural gas.

• In 2007, a class action complaint, Heartland Regional Medical Center, et al. v. Oneok, Inc. et al., was filed in Missouri state court alleging violations of Missouri antitrust laws. Defendants, including CMS Energy, CMS Field Services, and CMS MST, are alleged to have violated the Missouri antitrust law in connection with their natural gas price reporting activities.

• Breckenridge Brewery of Colorado, LLC and BBD Acquisition Co. v. Oneok, Inc., et al., a class action complaint brought on behalf of retail direct purchasers of natural gas in Colorado, was filed in Colorado state court in May 2006. Defendants, including CMS Energy, CMS Field Services, and CMS MST, are alleged to have violated the Colorado Antitrust Act of 1992 in connection with their natural gas price reporting activities. Plaintiffs are seeking full refund damages.

• A class action complaint, Arandell Corp., et al. v. XCEL Energy Inc., et al., was filed in 2006 in Wisconsin state court on behalf of Wisconsin commercial entities that purchased natural gas between January 1, 2000 and October 31, 2002. The defendants, including CMS Energy, CMS ERM, and Cantera Gas Company, are alleged to have violated Wisconsin’s antitrust statute. The plaintiffs are seeking full consideration damages, plus exemplary damages, and attorneys’ fees. After dismissal on jurisdictional grounds in 2009, plaintiffs filed a new Arandell case in Michigan. The CMS Energy defendants filed a motion to dismiss the new case on statute-of-limitations grounds and that motion remains pending. Also pending before the court is plaintiffs’ motion for reconsideration of the dismissal of the Wisconsin case.

• Another class action complaint, Newpage Wisconsin System v. CMS ERM, CMS Energy, and Cantera Gas Company, was filed in 2009 in circuit court in Wood County, Wisconsin, against CMS Energy defendants and 19 other non-CMS Energy companies. The plaintiff is seeking full consideration damages, treble damages, costs, interest, and attorneys’ fees. After removal to federal court in Wisconsin, the case was transferred to the MDL case. CMS Energy defendants have filed motions to dismiss for lack of jurisdiction and based on the statute of limitations and these motions remain pending.

• In 2005, J.P. Morgan Trust Company, in its capacity as Trustee of the FLI Liquidating Trust, filed an action in Kansas state court against a number of energy companies, including CMS Energy, CMS MST, and CMS Field Services. The complaint alleges various claims under the Kansas Restraint of Trade Act. The plaintiff is seeking statutory full consideration damages for its purchases of natural gas between January 1, 2000 and December 31, 2001. This case is part of the MDL proceeding, but is not a class action.

After removal to federal court, the Learjet, Heartland, Breckenridge, both Arandell cases, Newpage, and J.P. Morgan cases were transferred to the MDL case. CMS Energy was dismissed from the Learjet, Heartland, and J.P. Morgan cases in 2009, but other CMS Energy defendants remain parties. All CMS Energy defendants were dismissed from the Breckenridge case in 2009. It is expected that the plaintiffs in this case will appeal this decision after all claims against defendants have been dismissed. At this time, there is no pending appeal. Pending before the court in all of the MDL cases are the defendants’ renewed motions for summary judgment based on FERC preemption and the plaintiffs’ motion for leave to amend their complaint to add a federal Sherman Act antitrust claim. In all but the

52

J.P. Morgan case, there are also pending plaintiffs’ motions for class certification. These motions are not yet decided.

• In 2005, Samuel D. Leggett, et al. v. Duke Energy Corporation, et al., a class action complaint brought on behalf of retail and business purchasers of natural gas in Tennessee, was filed in the Chancery Court of Fayette County, Tennessee. The defendants include CMS Energy, CMS MST, and CMS Field Services. The complaint contains claims for violations of the Tennessee Trade Practices Act. The complaint seeks statutory full consideration damages and attorneys’ fees and injunctive relief regulating defendants’ future conduct. In 2007, the state court in Tennessee granted the motion to dismiss filed by the CMS Energy defendants. In 2008, the Tennessee Court of Appeals reversed the trial court and remanded the case for trial. The Tennessee Supreme Court granted the defendants’ application for leave to appeal and all further proceedings in the trial court have been stayed until that appeal is resolved. Oral argument on the appeal took place in Tennessee Supreme Court in 2009. This appeal is not yet decided.

• In 2006, CMS Energy and CMS MST were each served with a summons and complaint which named CMS Energy, CMS MST, and CMS Field Services as defendants in an action filed in Missouri state court, titled Missouri Public Service Commission v. Oneok, Inc. alleging violation of the Missouri antitrust law, fraud, and unjust enrichment. In 2009, all defendants were dismissed for lack of standing. The Missouri Court of Appeals affirmed the dismissals in late 2009. In February 2010, the plaintiff filed an application for leave to appeal with the Missouri Supreme Court, seeking to overturn the Missouri Court of Appeals decision. In April 2010, the Missouri Supreme Court granted review to hear the case.

These cases involve complex facts, a large number of similarly situated defendants with different factual positions, and multiple jurisdictions. Presently, any estimate of liability would be highly speculative; the amount of CMS Energy’s possible loss would be based on widely varying models previously untested in this context. Defenses are being pursued vigorously, which could result in the dismissal of the cases completely, but CMS Energy is unable to predict the outcome of these matters. If the outcome is unfavorable, these cases could have a material adverse impact on CMS Energy’s financial condition and results of operations.

Bay Harbor: As part of the development of Bay Harbor by certain subsidiaries of CMS Energy, and under an agreement with the MDNRE, third parties constructed a golf course and park over several abandoned CKD piles left over from the former cement plant operations on the Bay Harbor site. The third parties also undertook a series of remedial actions, including constructing a leachate collection system at an identified seep. Leachate is produced when water enters into the CKD piles. In 2002, CMS Energy sold its interest in Bay Harbor, but retained its obligations under environmental indemnities entered into at the start of the project.

In 2005, the EPA, along with CMS Land and CMS Capital, voluntarily executed an AOC under Superfund and approved a Removal Action Work Plan to address contamination issues at Bay Harbor. Collection systems required under the plan have been installed and effectiveness monitoring of the systems at the shoreline is ongoing. CMS Land, CMS Capital, and the EPA agreed upon augmentation measures to address areas where pH measurements were not satisfactory. The augmentation measures were implemented and completed in 2009.

In 2008, the MDNRE and the EPA granted permits for CMS Land or its affiliate, Beeland, to construct and operate a deep injection well in Antrim County, Michigan, to dispose of leachate from Bay Harbor. Certain environmental groups, a local township, and a local county filed lawsuits appealing the permits. The legal proceeding was stayed in 2009 and can be renewed by either party at any time. CMS Land and CMS Capital continue to seek a lower cost long-term water disposal option including using deep injection wells, permitted discharge to surface water, and disposal with a local municipal water treatment facility.

53

CMS Land and CMS Capital, the MDNRE, the EPA, and other parties are negotiating the long-term remedy for the Bay Harbor sites, including:

• the disposal of leachate;

• the capping and excavation of CKD;

• the location and design of collection lines and upstream diversion of water;

• potential flow of leachate below the collection system;

• applicable criteria for various substances such as mercury; and

• other matters that are likely to affect the scope of remedial work that CMS Land and CMS Capital may be obligated to undertake.

CMS Energy has recorded a cumulative charge related to Bay Harbor of $179 million. At March 31, 2010, CMS Energy had a recorded liability of $74 million for its remaining obligations. CMS Energy calculated this liability based on discounted projected costs, using a discount rate of 4.32 percent and an inflation rate of one percent on annual operating and maintenance costs. CMS Energy based the discount rate on the interest rate for 30-year U.S. Treasury securities on June 30, 2009. The undiscounted amount of the remaining obligation is $97 million. CMS Energy expects to pay $14 million in 2010, $9 million in 2011, $7 million in 2012, $5 million in 2013, and the remaining amount thereafter on long-term liquid disposal and operating and maintenance costs.

CMS Energy’s estimate of remedial action costs and the timing of expenditures could change if there are additional major changes in circumstances or assumptions, including but not limited to:

• inability to secure a suitable long-term water disposal option at a reasonable cost;

• further increases in water disposal costs under existing options;

• delays in developing a long-term water disposal option;

• an increase in the number of contamination areas;

• different remediation techniques;

• the nature and extent of contamination;

• continued inability to reach agreement with the MDNRE or the EPA over required remedial actions;

• delays in the receipt of requested permits;

• delays following the receipt of any requested permits due to legal appeals of third parties;

• additional or new legal or regulatory requirements; or

• new or different landowner claims.

Depending on the size of any indemnity obligation or liability under environmental laws, an adverse outcome of this matter could have a material adverse effect on CMS Energy’s liquidity and financial condition and could negatively affect CMS Energy’s financial results. CMS Energy cannot predict the financial impact or outcome of this matter.

54

State Street Bank and TSU Litigation: In 2002, State Street Bank sued CMS Viron in the District Court of Harris County, Texas, claiming primarily a breach of representations and warranties and seeking $9 million plus interest from CMS Viron. During the same year, CMS Viron filed a counterclaim, as well as third-party actions against TSU, Academic Capital Group, Inc., and Academic Services, Inc. for breach of contract and fiduciary duties and conversion. In December 2009, the jury rendered a verdict in favor of CMS Viron and a final judgment was rendered on January 15, 2010 awarding CMS Viron $8 million plus prejudgment interest from TSU and another $3 million plus prejudgment interest and attorneys’ fees against Academic Capital Group, Inc. and Academic Services, Inc., collectively. This verdict is affected by an agreement under which CMS Viron agreed to pay $3 million to State Street Bank regardless of the verdict. In addition, State Street Bank agreed to assign certain rights of indemnification under a lease agreement to CMS Viron in return for a two-thirds stake in any ultimate recovery from TSU. At March 31, 2010, CMS Energy had a recorded liability of $3 million for its potential obligation related to this matter.

Equatorial Guinea Tax Claim: In 2004, CMS Energy received a request for indemnification from the purchaser of CMS Oil and Gas. The indemnity claim relates to the sale of CMS Energy’s oil, gas, and methanol projects in Equatorial Guinea and the claim of the government of Equatorial Guinea that CMS Energy owes $142 million in taxes in connection with that sale. CMS Energy concluded that the government’s tax claim is without merit and the purchaser of CMS Oil and Gas submitted a response to the government rejecting the claim. The government of Equatorial Guinea has indicated that it still intends to pursue its claim. CMS Energy cannot predict the financial impact or outcome of this matter.

Marathon Indemnity Claim regarding F.T. Barr Claim: In 2001, F.T. Barr filed a lawsuit in Harris County District Court in Texas against CMS Energy, CMS Oil and Gas, and other defendants alleging that his overriding royalty payments related to Alba field production were improperly calculated. In 2004, all parties signed a confidential settlement agreement that resolved claims between Barr and the defendants. The CMS Energy defendants reserved all defenses to any indemnity claim relating to the settlement.

In April 2009, certain Marathon entities filed a case in the U.S. District Court for the Southern District of Texas against CMS Enterprises for indemnification in connection with this matter. CMS Energy entities dispute Marathon’s claim, and will vigorously oppose it. CMS Energy entities also will assert that Marathon has suffered minimal, if any, damages. CMS Energy cannot predict the outcome of this matter. If Marathon’s claim were sustained, it would have a material effect on CMS Energy’s future earnings and cash flow.

CONSUMERS’ ELECTRIC UTILITY CONTINGENCIES

Electric Environmental Matters: Consumers’ operations are subject to environmental laws and regulations. Generally, Consumers has been able to recover, in customer rates, the costs to operate its facilities in compliance with these laws and regulations.

Cleanup and Solid Waste: Under NREPA, Consumers will ultimately incur remediation and other response activity costs at a number of sites. Consumers believes that these costs should be recoverable in rates, but cannot guarantee that outcome. At March 31, 2010, Consumers had a recorded liability of $1 million, its estimated probable NREPA liability.

Consumers is a potentially responsible party at a number of contaminated sites administered under the Superfund. Superfund liability is joint and several. In addition to Consumers, many other creditworthy parties with substantial assets are potentially responsible with respect to the individual sites. Based on its experience, Consumers estimates that its share of the total liability for known Superfund sites will be between $2 million and $8 million. Various factors, including the number of potentially responsible parties involved with each site, affect Consumers’ share of the total liability. At March 31, 2010,

55

Consumers had a recorded liability of $2 million, the minimum amount in the range of its estimated probable Superfund liability.

The timing of payments related to Consumers’ remediation and other response activities at its Superfund and NREPA sites is uncertain. Periodically, Consumers receives information about new sites, which leads it to review its cost estimates. Any significant change in the underlying assumptions, such as an increase in the number of sites, different remediation techniques, nature and extent of contamination, and legal and regulatory requirements, could affect its estimates of NREPA and Superfund liability.

Ludington PCB: In 1998, during routine maintenance activities, Consumers identified PCB as a component in certain paint, grout, and sealant materials at Ludington. Consumers removed and replaced part of the PCB material with non-PCB material. Since proposing a plan to take action with respect to the remaining materials, Consumers has had several communications with the EPA. Consumers is not able to predict when the EPA will issue a final ruling and cannot predict the financial impact or outcome of this matter.

Electric Utility Plant Air Permit Issues and Notices of Violation: In 2007, Consumers received an NOV/FOV from the EPA alleging that fourteen utility boilers exceeded the visible emission limits in their associated air permits. Consumers has responded formally to the NOV/FOV denying the allegations. In addition, in 2008, Consumers received an NOV for three of its coal-fueled facilities alleging, among other things, violations of NSR and PSD regulations relating to ten projects from 1986 to 1998 allegedly subject to NSR review. The EPA has alleged that some utilities have classified incorrectly major plant modifications as RMRR rather than seeking permits from the EPA or state regulatory agencies to modify their plants. Consumers responded to the information requests from the EPA on this subject in the past. Consumers believes that it has properly interpreted the requirements of RMRR.

Consumers is engaged in discussions with the EPA on all of these matters. Depending upon the outcome of these discussions, the EPA could bring legal action against Consumers and/or Consumers could be required to install additional pollution control equipment at some or all of its coal-fueled electric generating plants, surrender emission allowances, engage in Supplemental Environmental Programs, and/or pay fines. Additionally, Consumers would need to assess the viability of continuing operations at certain plants. Consumers cannot predict the financial impact or outcome of these matters. Although the potential costs relating to these matters could be material and cost recovery cannot be assured, Consumers expects that it would be able to recover such costs in rates, consistent with the recovery of other reasonable costs of complying with environmental laws and regulations.

Nuclear Matters:

DOE Litigation: In 1997, a U.S. Court of Appeals decision confirmed that the DOE was to begin accepting deliveries of spent nuclear fuel for disposal by January 1998. Subsequent U.S. Court of Appeals litigation, in which Consumers and other utilities participated, has not been successful in producing more specific relief for the DOE’s failure to accept the spent nuclear fuel.

A number of court decisions support the right of utilities to pursue damage claims in the U.S. Court of Claims against the DOE for failure to take delivery of spent nuclear fuel. Consumers filed a complaint in 2002. If Consumers’ litigation against the DOE is successful, Consumers plans to use any recoveries as reimbursement for the incurred costs of spent nuclear fuel storage during Consumers’ ownership of Palisades and Big Rock. Consumers cannot predict the financial impact or outcome of this matter. The sale of Palisades and the Big Rock ISFSI did not transfer the right to any recoveries from the DOE related to costs of spent nuclear fuel storage incurred during Consumers’ ownership of Palisades and Big Rock.

56

Nuclear Fuel Disposal Cost: Consumers has a recorded liability of $163 million for amounts it collected from customers before 1983 to fund the disposal of spent nuclear fuel. This amount, which includes interest of $119 million, is payable to the DOE when it begins to accept delivery of spent nuclear fuel. In conjunction with the sale of Palisades and the Big Rock ISFSI in 2007, Consumers retained this obligation and provided a letter of credit to Entergy as security for this obligation.

CONSUMERS’ GAS UTILITY CONTINGENCIES

Gas Environmental Matters: Consumers expects to incur remediation and other response activity costs at a number of sites under the NREPA. These sites include 23 former MGP facilities. Consumers operated the facilities on these sites for some part of their operating lives. For some of these sites, Consumers has no present ownership interest or may own only a portion of the original site. At March 31, 2010, Consumers estimated its undiscounted remaining remediation and other response activity costs to be between $35 million and $49 million. Generally, Consumers has been able to recover most of its costs to date through proceeds from insurance settlements and customer rates.

At March 31, 2010, Consumers had a recorded liability of $35 million and a regulatory asset of $62 million that included $27 million of deferred MGP expenditures. The timing of payments related to the remediation and other response activity at Consumers’ former MGP sites is uncertain. Consumers expects its remediation and other response activity costs to average $6 million annually over the next five years. Consumers periodically reviews these cost estimates. Any significant change in the underlying assumptions, such as an increase in the number of sites, changes in remediation techniques, or legal and regulatory requirements, could affect Consumers’ estimates of annual response activity costs and the MGP liability.

57

GUARANTEES

The following table describes CMS Energy’s guarantees at March 31, 2010:

In Millions
	Issue	Expiration	Maximum	Carrying
Guarantee Description	Date	Date	Obligation	Amount
Indemnity obligations from asset sales and other agreements	Various	Various through
		June 2022	$853 (a)	$15
Surety bonds and other indemnity obligations (b)	Various	Various through
		May 2022	12	1
Guarantees and put options (c)	Various	Various through
		September 2023	3	1

(a)	The majority of this amount arises from stock and asset sales agreements under which CMS Energy indemnified the purchaser for losses resulting from various matters, including claims related to tax disputes, claims related to PPAs, and defects in title to the assets or stock sold to the purchaser by CMS Energy subsidiaries. Except for items described elsewhere in this Note, CMS Energy believes the likelihood of loss to be remote for the indemnity obligations not recorded as liabilities.
(b)	In the normal course of business, CMS Energy issues surety bonds and indemnifications to counterparties to facilitate commercial transactions. CMS Energy would be required to pay a counterparty if the counterparty incurred losses due to a breach of contract terms or nonperformance under the contract.
(c)	At March 31, 2010, the carrying amount of CMS Land’s put option agreements with certain Bay Harbor property owners was $1 million. If CMS Land is required to purchase a Bay Harbor property under a put option agreement, it may sell the property to recover the amount paid under the put option agreement.

At March 31, 2010, the maximum obligation and carrying amounts for Consumers’ guarantees were less than $1 million.

58

The following table provides additional information regarding CMS Energy’s guarantees:

		Events That Would Require
Guarantee Description	How Guarantee Arose	Performance
Indemnity obligations from asset sales and other agreements	Stock and asset sales agreements	Findings of misrepresentation, breach of warranties, tax claims, and other specific events or circumstances
Surety bonds and other indemnity obligations	Normal operating activity, permits and licenses	Nonperformance
Guarantees and put options	Normal operating activity	Nonperformance or non-payment by a subsidiary under a related contract
	Bay Harbor remediation efforts	Owners exercising put options requiring CMS Land to purchase property

CMS Energy and Consumers also enter into various agreements containing tax and other indemnity provisions for which they are unable to estimate the maximum potential obligation. These factors include unspecified exposure under certain agreements. CMS Energy and Consumers consider the likelihood that they would be required to perform or incur substantial losses related to these indemnities to be remote.

OTHER CONTINGENCIES

In addition to the matters disclosed in this Note and Note 4, Utility Rate Matters, there are certain lawsuits and administrative proceedings before various courts and governmental agencies arising in the ordinary course of business to which CMS Energy, Consumers, and certain other subsidiaries of CMS Energy are parties. These lawsuits and proceedings may involve personal injury, property damage, contracts, environmental issues, federal and state taxes, rates, licensing, and other matters. Further, CMS Energy and Consumers occasionally self-report certain regulatory non-compliance matters that may or may not eventually result in administrative proceedings. CMS Energy and Consumers believe that the outcome of any one of these proceedings will not have a material adverse effect on their consolidated results of operations, financial position, or cash flows.

4: UTILITY RATE MATTERS

CONSUMERS’ ELECTRIC UTILITY RATE MATTERS

Power Supply Cost Recovery: The PSCR process is designed to allow Consumers to recover all of its power supply costs if incurred under reasonable and prudent policies and practices. The MPSC reviews these costs, policies, and practices in annual plan and reconciliation proceedings. Consumers adjusts its PSCR billing factor monthly in order to minimize the over- or underrecovery amount in the annual PSCR reconciliation.

The following table summarizes the PSCR reconciliation filings pending with the MPSC:

		Net Over/	PSCR Cost of
PSCR Year	Date Filed	(Under) recovery	Power Sold
2008	March 2009	$   2 million	$1.7 billion
2009	March 2010	$(39) million	$1.6 billion

59

PSCR Reconciliations: In March 2010, the MPSC issued an order in Consumers’ 2007 PSCR reconciliation, disallowing PSCR recovery of $3 million of economic development discounts and $4 million of net replacement power costs associated with a crane incident at Consumers’ Campbell Plant located near West Olive, Michigan. The MPSC approved the 2007 PSCR reconciliation, as modified by the order, and authorized Consumers to include an overrecovery of $21 million in its 2008 PSCR plan.

Consumers filed for a rehearing in April 2010, asking the MPSC to reconsider its decision to disallow recovery of a $2 million economic development discount provided in 2007 to a large industrial customer. The MPSC had approved this discount in 2005 to promote long-term investments in the industrial infrastructure of Michigan. Consumers has also requested recovery of this discount in its 2008 and 2009 PSCR reconciliations; the discount totaled $3 million in 2008 and $4 million in 2009. The ALJ’s PFD in the 2008 PSCR reconciliation supported disallowing recovery of this discount. Consumers cannot predict the outcome of this matter.

PSCR Plans: In January 2010, the MPSC approved Consumers’ 2009 PSCR plan with the exception of recovery of the economic development discount described in the preceding paragraph. It was determined in the November 2009 electric rate case order that recovery of this discount should be provided through the electric general rates that Consumers self-implemented in May 2009. That order, however, did not address the recovery of the discount provided from January 2009 through self-implementation, which totaled $4 million. Consumers requested recovery of this amount through its 2009 PSCR reconciliation.

In September 2009, Consumers submitted its 2010 PSCR Plan to the MPSC. Using the maximum PSCR factor proposed in its plan, Consumers self-implemented the 2010 PSCR charge beginning in January 2010. While Consumers expects to recover all of its PSCR costs, it cannot predict the financial impact or outcome of this proceeding.

Electric Rate Cases: The MPSC, through a final order and rehearing in Consumers’ 2009 electric rate case, authorized Consumers to increase its rates by $134 million annually, $45 million less than the $179 million rate increase self-implemented by Consumers in May 2009. The MPSC directed Consumers to refund to customers the difference between the rates it self-implemented in May 2009 and the rates authorized in this order, plus interest, subject to a reconciliation proceeding. In February 2010, Consumers filed an application for the refund of $12 million to its customers beginning in September 2010.

The MPSC’s order in Consumers’ 2009 electric rate case also adopted a “pilot” decoupling mechanism and an uncollectible expense tracking mechanism. Various parties have filed appeals concerning aspects of the MPSC order, including both of these ratemaking mechanisms. Two parties also seek to have the Michigan Supreme Court hear these appeals directly.

In January 2010, Consumers filed an application with the MPSC seeking an annual increase in revenue of $178 million based on an 11 percent authorized return on equity. The filing requested authority to recover new investments in system reliability, environmental compliance, and technology advancements. The following table details the components of the requested increase in revenue:

In Millions
Components of the increase in revenue
Investment in rate base	$	106
Recovery of operating and maintenance costs		49
Return on equity		18
Impact of sales declines		5
Total	$	178

Consumers is permitted to self-implement some or all of the requested increase in July 2010, six months after filing the application. In April 2010, the MPSC issued an order requiring Consumers to file tariff sheets showing the amount of the rate increase that it intends to self-implement. If the MPSC were to take action to prevent or delay Consumers’ self-implementation, it could have a material negative impact on Consumers’ earnings and cash flows. Consumers cannot predict the financial impact or outcome of this electric rate case.

60

Uncollectible Expense Tracking Mechanism: The order in Consumers’ 2009 electric rate case authorized an uncollectible expense tracking mechanism, which allows future rates to be adjusted to collect or refund 80 percent of the difference between the level of uncollectible expense included in electric rates and actual uncollectible expense. In March 2010, Consumers filed its 2009 uncollectible expense tracking mechanism reconciliation, requesting recovery of a $6 million deficiency through a one-time surcharge to its customers in September 2010.

Electric Operation and Maintenance Expenditures Show-Cause Order: In December 2005, the MPSC authorized Consumers to increase its electric rates. In the same order, the MPSC ordered Consumers to spend certain amounts on future tree-trimming and line-clearing activities, as well as on the operation and maintenance of Consumers’ fossil-fueled power plants. At that time, the MPSC also ordered Consumers to establish mechanisms to track these expenditures and stated that the rate increase was subject to refund with interest if the specified amounts were not spent on these activities.

In October 2009, the MPSC issued a show-cause order alleging that, in 2007, Consumers spent $14 million less on forestry and fossil-fueled plant operation and maintenance activity than the amount ordered by the MPSC and that Consumers has not refunded this amount to customers. The order directed Consumers to explain why it should not be found in violation of the MPSC’s December 2005 order and subjected to applicable sanctions, and why the refunds required by that order have not yet occurred. Consumers’ response indicated that the total amount it spent on forestry and fossil-fueled plant operation and maintenance activity for the years 2006 through 2009 exceeded the total amounts included in rates for these activities.

In March 2010, the MPSC Staff requested that the MPSC find Consumers in violation of the December 2005 order and that the MPSC order Consumers to refund $27 million for failure to meet annual spending requirements during 2007 and 2008. Consumers filed a response, stating that it would be unreasonable and unlawful to order a refund of this amount and that Consumers’ expenditures were consistent with the MPSC’s orders. In March 2010, the ALJ’s PFD found Consumers’ expenditures to be prudent and that Consumers did not violate the December 2005 order. The ALJ recommended that the MPSC find that no violation of the December 2005 order occurred and that no refunds be made to customers. Consumers cannot predict the outcome of this proceeding.

Big Rock Decommissioning: The MPSC and the FERC regulate the recovery of Consumers’ costs to decommission Big Rock. Subsequent to 2000, Consumers stopped funding a Big Rock trust fund because the collection period for an MPSC-authorized decommissioning surcharge expired on that date. The level of funds provided by the trust fell short of the amount needed to complete decommissioning and Consumers provided $44 million of corporate contributions for decommissioning costs.

In an order issued in February 2010, the MPSC concluded that decommissioning surcharges collected during a statutory rate freeze from 2001 through 2003 should have been deposited in the decommissioning trust fund. The MPSC agreed that Consumers was entitled to a recovery of the $44 million decommissioning shortfall, but concluded that Consumers had collected this amount previously through the decommissioning surcharge in effect during the rate freeze. The MPSC ordered Consumers to refund the $64 million of revenue collected in excess of decommissioning costs, plus interest of $22 million, over eighteen months beginning in May 2010. Consumers has filed an alternative refund proposal, suggesting a refund over seven months beginning in July 2010. Additionally, Consumers filed an appeal with the Michigan Court of Appeals in March 2010 to dispute the MPSC’s conclusion that the collections received during the rate freeze should not have been used for general corporate purposes. Consumers cannot predict the outcome of this proceeding.

61

Consumers has paid $30 million to Entergy to assume ownership and responsibility for the Big Rock ISFSI, and has incurred $55 million for nuclear fuel storage costs as a result of the DOE’s failure to accept spent nuclear fuel. Consumers is seeking recovery of these costs from the DOE. At March 31, 2010, Consumers had an $85 million regulatory asset recorded on its Consolidated Balance Sheets for these costs.

Electric Depreciation: In February 2010, Consumers filed an electric depreciation case related to its wholly owned electric utility property. As ordered by the MPSC, Consumers prepared a traditional cost-of-removal study, which supported a $46 million increase in annual depreciation expense.

Also in February 2010, Consumers filed an electric depreciation case for Ludington, the pumped storage plant jointly owned by Consumers and Detroit Edison. This case, filed jointly with Detroit Edison, requests an increase in annual depreciation expense. Consumers’ share of this increase is $9 million annually. Consumers cannot predict the financial impact or outcome of these proceedings.

Renewable Energy Plan: In August 2009, the MPSC ordered Consumers to file its first cost and revenue reconciliation proceeding for its renewable energy plan in May 2010. In March 2010, the MPSC issued an order extending Consumers’ renewable energy plan reconciliation filing date to June 2010. Consumers must also file its first biennial plan review in May 2011.

Energy Optimization Plan: In August 2009, the MPSC ordered Consumers to file its first cost and revenue reconciliation proceeding for its energy optimization plan in April 2010. In March 2010, the MPSC issued an order requiring Consumers to file its first biennial plan review in August 2011.

CONSUMERS’ GAS UTILITY RATE MATTERS

Gas Cost Recovery: The GCR process is designed to allow Consumers to recover all of its purchased natural gas costs if incurred under reasonable and prudent policies and practices. The MPSC reviews these costs, policies, and practices in annual plan and reconciliation proceedings. Consumers adjusts its GCR billing factor monthly in order to minimize the over- or underrecovery amount in the annual GCR reconciliation.

The following table summarizes the GCR reconciliation filings pending with the MPSC:

			GCR Cost of
GCR Year	Date Filed	Net Underrecovery	Gas Sold
2008-2009	June 2009	$15 million	$1.8 billion

GCR Plans: In March 2010, the MPSC authorized Consumers to implement its 2009-2010 base GCR factor and generally approved Consumers’ plan with minor adjustments to Consumers’ current purchasing guidelines. The order also approved a pilot on-line auction, which the MPSC believes will assist Consumers in securing reliable supplies of gas at reasonable prices.

In December 2009, Consumers filed an application with the MPSC seeking approval of a GCR plan for its 2010-2011 GCR plan year. In April 2010, Consumers self-implemented its filed GCR plan. While Consumers expects to recover all of its GCR costs, it cannot predict the financial impact or outcome of these proceedings.

Gas Rate Case: In May 2009, Consumers filed an application with the MPSC seeking an annual increase in revenue of $114 million based on an 11 percent authorized return on equity. The filing requested authorization to implement an uncollectible expense tracking mechanism, Pension Plan and OPEB equalization mechanisms, as well as a revenue decoupling mechanism.

62

In November 2009, Consumers self-implemented a gas rate increase in the annual amount of $89 million, subject to refund with interest. In March 2010, the ALJ issued a PFD recommending a gas rate increase of $69 million based on a 10.45 percent authorized return on equity. The following table details the components of Consumers’ self-implemented gas rate increase and the ALJ’s position:

In Millions
	Consumers’
	Self-Implemented		ALJ’s PFD
Components of the increase in revenue	Position		Position			Difference
Impact of sales declines	$	41	$	35		$	6
Investment in rate base		23		24			(1	)
Recovery of operating and maintenance costs		17		12			5
Return on equity		8		(2	)		10
Total	$	89	$	69		$	20

The ALJ also recommended that the MPSC approve the revenue decoupling mechanism and Pension Plan and OPEB equalization mechanisms, but did not recommend approval of Consumers’ proposed uncollectible expense tracking mechanism. While it cannot predict the outcome of this case, Consumers does not consider it probable that it will be required to refund a material portion of its self-implemented rates.

Gas Depreciation: In September 2009, the MPSC ordered Consumers to adopt certain standard retirement units by January 1, 2010. Consumers estimates that the use of these standard retirement units will increase maintenance expense, and recovery of that expense, by $10 million annually. In February 2010, the MPSC directed Consumers to begin implementation of the new standard retirement units when it implements the final rates approved in its pending gas rate case in the spring of 2010.

63

5: FINANCINGS AND CAPITALIZATION

Long-term debt is summarized as follows:

In Millions
	March 31,			December 31,
	2010			2009
CMS Energy
Senior notes	$	2,155		$	1,856
Revolving credit facility		—			25
Total — CMS Energy	$	2,155		$	1,881
Consumers		4,401			4,411
Other CMS Energy Subsidiaries		240			283
Long-term debt — related parties (a)		—			34
Trust preferred securities (a)		29			—
Total CMS Energy principal amount outstanding	$	6,825		$	6,609
Current amounts		(681	)		(672	)
Net unamortized discount		(41	)		(42	)
Total CMS Energy Long-term debt	$	6,103		$	5,895
Consumers
FMBs	$	3,663		$	3,664
Senior notes and other		503			504
Securitization bonds		235			243
Total Consumers principal amount outstanding	$	4,401		$	4,411
Current amounts		(343	)		(343	)
Net unamortized discount		(5	)		(5	)
Total Consumers Long-term debt	$	4,053		$	4,063

(a) For additional details regarding CMS Energy’s consolidation of the trust that issued Trust Preferred Securities, see Note 1, New Accounting Standards, and Note 11, Consolidation of Variable Interest Entities. The Trust Preferred Securities bear interest at an annual rate of 7.75 percent and are subject to mandatory redemption in July 2027 at par.

Financings: The following is a summary of significant long-term debt transactions during the three months ended March 31, 2010:

	Principal		Interest
	(In Millions)		Rate (%)			Issue Date	Maturity Date
Debt Issuances:
CMS Energy
Senior notes	$	300		6.25	%	January 2010	February 2020

In April 2010, Consumers executed a bond purchase agreement whereby Consumers will issue, in a September 2010 private placement, $250 million of 5.30 percent FMBs due September 2022 and $50 million of 6.17 percent FMBs due September 2040.

64

Revolving Credit Facilities: The following secured revolving credit facilities with banks were available at March 31, 2010:

In Millions
						Letters of
		Amount of		Amount		Credit		Amount
Company	Expiration Date	Facility		Borrowed		Outstanding		Available
CMS Energy (a)	April 2, 2012	$	550	$	—	$	3	$	547
Consumers	March 30, 2012		500		—		335		165
Consumers (b)	November 30, 2010		30		—		30		—
Consumers	August 17, 2010		150		—		—		150

(a)	CMS Energy’s average borrowings during the three months ended March 31, 2010 totaled $4 million, with a weighted average annual interest rate of 1.0 percent, at LIBOR plus 0.75 percent.
(b)	Secured revolving letter of credit facility.

Short-term Borrowings: Under Consumers’ revolving accounts receivable sales program, Consumers may transfer up to $250 million of accounts receivable, subject to certain eligibility requirements. Effective January 1, 2010, transactions entered into under this program are accounted for as secured borrowings rather than as sales. For additional details, see Note 1, New Accounting Standards. At March 31, 2010, $250 million of accounts receivable were eligible for transfer, and no accounts receivable had been transferred under the program.

Consumers’ average short-term borrowings during the three months ended March 31, 2010 totaled $2 million, with a weighted average annual interest rate of 0.21 percent.

Contingently Convertible Securities: At March 31, 2010, the significant terms of CMS Energy’s contingently convertible securities were as follows:

			Outstanding		Adjusted		Adjusted
Security	Maturity		(In Millions)		Conversion Price		Trigger Price
4.50% preferred stock (a)		—	$	239	$	9.14	$	10.96
3.375% senior notes (a)		2023		139		9.86		11.83
2.875% senior notes		2024		288		13.62		16.35
5.50% senior notes		2029		173		14.46		18.80

(a) During 20 of the last 30 trading days ended March 31, 2010, the adjusted trigger prices were met for these securities and, as a result, the securities are convertible at the option of the security holders for the three months ending June 30, 2010.

During the three months ended March 31, 2010, no other trigger price contingencies were met that would have allowed the holders of the convertible securities to convert the securities to cash and equity.

Dividend Restrictions: Under provisions of CMS Energy’s senior notes indenture, at March 31, 2010, payment of common stock dividends by CMS Energy was limited to $831 million.

Under the provisions of its articles of incorporation, at March 31, 2010, Consumers had $323 million of unrestricted retained earnings available to pay common stock dividends to CMS Energy. Provisions of the Federal Power Act and the Natural Gas Act appear to restrict dividends payable by Consumers to the amount of Consumers’ retained earnings. Several decisions from the FERC suggest that under a variety of circumstances common stock dividends from Consumers would not be limited to amounts in Consumers’ retained earnings. Any decision by Consumers to pay common stock dividends in excess of

65

retained earnings would be based on specific facts and circumstances and would result only after a formal regulatory filing process.

For the three months ended March 31, 2010, CMS Energy received $114 million of common stock dividends from Consumers.

6: EARNINGS PER SHARE — CMS ENERGY

The following table presents CMS Energy’s basic and diluted EPS computations based on Income from Continuing Operations:

In Millions, Except Per Share Amounts
Three months ended March 31	2010			2009
Income Available to Common Stockholders
Income from Continuing Operations	$	89		$	75
Less Income Attributable to Noncontrolling Interests		—			(1	)
Less Preferred Dividends		(3	)		(3	)
Income from Continuing Operations Available to Common Stockholders — Basic and Diluted	$	86		$	71
Average Common Shares Outstanding
Weighted Average Shares — Basic		228.0			226.6
Add dilutive impact of Contingently Convertible Securities		18.4			6.5
Add dilutive Options and Warrants		0.1			0.1
Weighted Average Shares — Diluted		246.5			233.2
Income from Continuing Operations Per Average Common Share Available to Common Stockholders
Basic	$	0.38		$	0.32
Diluted	$	0.35		$	0.31

Contingently Convertible Securities: When CMS Energy has earnings from continuing operations, its contingently convertible securities dilute EPS to the extent that the conversion value of a security, which is based on the average market price of CMS Energy’s common stock, exceeds the principal value of that security. For additional details on contingently convertible securities, see Note 5, Financings and Capitalization.

Stock Options and Warrants: For the three months ended March 31, 2010, outstanding options to purchase 0.4 million shares of CMS Energy common stock had no impact on diluted EPS, since the exercise price was greater than the average market price of CMS Energy common stock. These stock options have the potential to dilute EPS in the future.

Unvested Restricted Stock Awards: CMS Energy’s unvested restricted stock awards accrue cash dividends when common stockholders receive dividends. Since the recipient is not required to return the dividends to CMS Energy if the recipient forfeits the award, the unvested restricted stock awards are considered participating securities. As such, unvested restricted stock awards were included in the computation of basic EPS.

66

Convertible Debentures: For the three months ended March 31, 2010, and 2009, there was no impact on diluted EPS from CMS Energy’s 7.75 percent convertible subordinated debentures. Using the if-converted method, the debentures would have:

• increased the numerator of diluted EPS by less than $1 million for the three months ended March 31, 2010 and by $2 million for the three months ended March 31, 2009, from an assumed reduction of interest expense, net of tax; and

• increased the denominator of diluted EPS by 0.7 million shares for the three months ended March 31, 2010 and by 4.2 million shares for the three months ended March 31, 2009.

CMS Energy can revoke the conversion rights if certain conditions are met.

7: FINANCIAL INSTRUMENTS

The carrying amounts of CMS Energy’s and Consumers’ cash, cash equivalents, current accounts and notes receivable, short-term investments, and current liabilities approximate their fair values because of their short-term nature. The cost or carrying amounts and fair values of CMS Energy’s and Consumers’ long-term financial instruments were as follows:

In Millions
	March 31, 2010				December 31, 2009
	Cost or				Cost or
	Carrying				Carrying
	Amount		Fair Value		Amount		Fair Value
CMS Energy, including Consumers
Securities held to maturity	$	3	$	3	$	4	$	4
Securities available for sale		89		90		26		27
Notes receivable, net		268		289		269		279
Long-term debt (a)		6,784		7,377		6,567		7,013
Consumers
Securities available for sale	$	63	$	84	$	24	$	45
Long-term debt (b)		4,396		4,695		4,406		4,635

(a)	Includes current portion of long-term debt of $681 million at March 31, 2010 and $672 million at December 31, 2009.
(b)	Includes current portion of long-term debt of $343 million at March 31, 2010 and $343 million at December 31, 2009.

Notes receivable, net consist of EnerBank’s fixed-rate installment loans. EnerBank estimates the fair value of these loans using a discounted cash flows technique that incorporates current market interest rates as well as assumptions about the remaining life of the loans and credit risk. Fair values for impaired loans are estimated using discounted cash flows or underlying collateral values.

CMS Energy and Consumers estimate the fair value of their long-term debt using quoted prices from market trades of the debt, if available. In the absence of quoted prices, CMS Energy and Consumers calculate market yields and prices for the debt using a matrix method that incorporates market data for similarly rated debt. Depending on the information available, other valuation techniques may be used that rely on internal assumptions and models. For its convertible securities, CMS Energy incorporates, as appropriate, information on the market prices of CMS Energy’s common stock.

The effects of third-party credit enhancements are excluded from the fair value measurements of long-term debt. At March 31, 2010, CMS Energy’s long-term debt included $271 million principal amount

67

that was supported by third-party insurance or other credit enhancements. This entire principal amount was at Consumers. At December 31, 2009, CMS Energy’s long-term debt included $286 million principal amount that was supported by third-party insurance or other credit enhancements. Of this amount, $271 million principal amount was at Consumers.

The following table summarizes CMS Energy’s and Consumers’ investment securities:

In Millions
			March 31, 2010								December 31, 2009
			Unrealized		Unrealized		Fair				Unrealized		Unrealized		Fair
	Cost		Gains		Losses		Value		Cost		Gains		Losses		Value
CMS Energy, including Consumers
Available for sale:
SERP:
Mutual fund	$	62	$	1	$	—	$	63	$	—	$	—	$	—	$	—
State and municipal bonds		27		—		—		27		26		1		—		27
Held to maturity:
Debt securities		3		—		—		3		4		—		—		4
Consumers
Available for sale:
SERP:
Mutual fund	$	38	$	1	$	—	$	39	$	—	$	—	$	—	$	—
State and municipal bonds		17		—		—		17		16		—		—		16
CMS Energy Common Stock		8		20		—		28		8		21		—		29

The mutual fund classified as available for sale is a short-term, fixed-income fund. Shares in this fund were acquired during the three months ended March 31, 2010. State and municipal bonds classified as available for sale consist of investment grade state and municipal bonds. Debt securities classified as held to maturity consist of state and municipal bonds and mortgage-backed securities held by EnerBank.

During the three months ended March 31, 2010, the proceeds from CMS Energy’s sales of SERP securities were $1 million, which included proceeds from Consumers’ sales of SERP securities of less than $1 million. During the three months ended March 31, 2009, the proceeds from CMS Energy’s sales of SERP securities were $2 million, which included proceeds from Consumers’ sales of SERP securities of $1 million. During both of the three-month periods ended March 31, 2010 and 2009, gross realized losses on sales of SERP securities were less than $1 million for CMS Energy and Consumers.

The fair values of the SERP state and municipal bonds by contractual maturity at March 31, 2010 were as follows:

In Millions
	CMS Energy,
	including
	Consumers		Consumers
Due one year or less	$	2	$	1
Due after one year through five years		10		6
Due after five years through ten years		10		6
Due after ten years		5		4
Total	$	27	$	17

68

8: DERIVATIVE INSTRUMENTS

In order to limit exposure to certain market risks, primarily changes in commodity prices, interest rates, and foreign exchange rates, CMS Energy and Consumers may enter into various risk management contracts, such as forward contracts, futures, options, and swaps. In entering into these contracts, they follow established policies and procedures under the direction of an executive oversight committee consisting of senior management representatives and a risk committee consisting of business unit managers. Neither CMS Energy nor Consumers holds any of its derivatives for trading purposes.

The contracts used to manage market risks may qualify as derivative instruments. If a contract is a derivative and does not qualify for the normal purchases and sales exception, the contract is recorded on the balance sheet at its fair value. Each reporting period, the resulting asset or liability is adjusted to reflect any change in the fair value of the contract. Since none of CMS Energy’s or Consumers’ derivatives have been designated as accounting hedges, all changes in fair value are reported in earnings. For a discussion of how CMS Energy and Consumers determine the fair value of their derivatives, see Note 2, Fair Value Measurements.

Commodity Price Risk: In order to support ongoing operations, CMS Energy and Consumers enter into contracts for the future purchase and sale of various commodities, such as electricity, natural gas, and coal. These forward contracts are generally long-term in nature and result in physical delivery of the commodity at a contracted price. Most of these contracts are not subject to derivative accounting because:

• they do not have a notional amount (that is, a number of units specified in a derivative instrument, such as MWh of electricity or bcf of natural gas);

• they qualify for the normal purchases and sales exception; or

• there is not an active market for the commodity.

CMS Energy’s and Consumers’ coal purchase contracts are not derivatives because there is not an active market for the coal they purchase. If an active market for coal develops in the future, some of these contracts may qualify as derivatives. For Consumers, which is subject to regulatory accounting, the resulting fair value gains and losses would be offset by changes in regulatory assets and liabilities and would not affect net income. For other subsidiaries, CMS Energy does not believe the impact on earnings would be material.

CMS ERM has not designated its contracts to purchase and sell electricity and natural gas as normal purchases and sales and, therefore, CMS Energy accounts for those contracts as derivatives. To manage commodity price risks associated with these forward purchase and sale contracts, CMS ERM uses various financial instruments, such as futures, options, and swaps. At March 31, 2010, CMS ERM held a forward contract for the physical sale of 788 GWh of electricity through 2015 on behalf of one of CMS Energy’s non-utility generating plants. CMS ERM also held futures contracts through 2011 as an economic hedge of 42 percent of the generating plant’s natural gas requirements needed to serve a steam sales contract, for a total of 0.7 bcf of natural gas. In its role as a marketer of natural gas for third-party producers, CMS ERM held forward contracts to purchase 3.6 bcf and sell 3.5 bcf of natural gas through 2010 and a financial contract to sell 1.0 bcf of natural gas as an economic hedge of gas storage sales in 2011. At March 31, 2010, CMS ERM held financial contracts through 2010 as an economic hedge against tolling arrangements with a purchase of 260 GWh of electricity and a sale of 1.7 bcf of gas.

69

At March 31, 2010 and December 31, 2009, the fair value of Consumers’ derivative instruments was less than $1 million. The following table summarizes the fair values of CMS Energy’s derivative instruments:

									In Millions
	Derivative Assets					Derivative Liabilities
		Fair Value					Fair Value
	Balance					Balance
	Sheet	March 31,		December 31,		Sheet	March 31,		December 31,
	Location	2010		2009		Location	2010		2009
CMS Energy
Derivatives not designated as hedging instruments:
Commodity contracts (a)	Other assets (b)	$	5	$	1	Other liabilities (c)	$	7	$	9
Interest rate contracts (d)	Other assets		—		—	Other liabilities		—		1
Total CMS Energy Derivatives		$	5	$	1		$	7	$	10

(a)	Assets and liabilities are presented gross and exclude the impact of offsetting derivative assets and liabilities under master netting agreements, which was $2 million at March 31, 2010 and $1 million at December 31, 2009.
(b)	Assets exclude the impact of offsetting cash margin deposits paid by other parties to CMS ERM, which was $3 million at March 31, 2010. Offsetting cash margin deposits on derivative assets at December 31, 2009 were less than $1 million. CMS Energy presents these assets net of these impacts on its Consolidated Balance Sheets.
(c)	Liabilities exclude the impact of offsetting cash margin deposits paid by CMS ERM to other parties, which was $1 million at March 31, 2010 and December 31, 2009. CMS Energy presents these assets net of these impacts on its Consolidated Balance Sheets.
(d)	At December 31, 2009, CMS Energy’s derivatives included an interest rate collar held by Grayling as an economic hedge of the variable interest rate charged on its outstanding revenue bonds. Effective January 1, 2010, CMS Energy deconsolidated Grayling. CMS Energy reflected its share of the loss on the interest rate collar, which was less than $1 million at March 31, 2010, in Income (Loss) from Equity Method Investees in its Consolidated Statements of Income. For additional details about the deconsolidation of Grayling, see Note 11, Consolidation of Variable Interest Entities.

70

At March 31, 2010 and 2009, the effect of Consumers’ derivative instruments on its Consolidated Statements of Income was less than $1 million. The following table summarizes the effect of CMS Energy’s derivative instruments on its Consolidated Statements of Income:

				In Millions
	Location of Gain (Loss)	Amount of Gain (Loss)
	on Derivatives	on Derivatives
	Recognized in Income	Recognized in Income
Three months ended March 31		2010		2009
CMS Energy, including Consumers
Derivatives not designated as hedging instruments:
Commodity contracts	Operating Revenue	$	5	$	7
	Fuel for electric generation		2		(2	)
	Cost of gas sold		—		(3	)
	Cost of power purchased		1		—
Foreign exchange contracts (a)	Other expense		—		(1	)
Total CMS Energy		$	8	$	1

(a) This derivative loss relates to a foreign-exchange forward contract that CMS Energy settled in January 2009.

At March 31, 2010, none of CMS Energy’s derivative liabilities was subject to credit-risk-related contingency features. At December 31, 2009, CMS Energy’s derivative liabilities subject to credit-risk-related contingent features were less than $1 million.

Credit Risk: CMS Energy’s swaps, options, and forward contracts contain credit risk, which is the risk that a counterparty will fail to meet its contractual obligations. CMS Energy reduces this risk through established policies and procedures. CMS Energy assesses credit quality by considering credit ratings, financial condition, and other available information for counterparties. A credit limit is established for each counterparty based on the evaluation of their credit quality. Exposure to potential loss under each contract is monitored and action is taken when appropriate.

CMS ERM enters into contracts primarily with companies in the electric and gas industry. This industry concentration may have a positive or negative impact on CMS Energy’s exposure to credit risk based on how similar changes in economic conditions, the weather, or other conditions affect these counterparties. CMS ERM reduces its credit risk exposure by using industry-standard agreements that allow for netting positive and negative exposures associated with the same counterparty. Typically, these agreements also allow each party to demand adequate assurance of future performance from the other party, when there is reason to do so.

71

The following table illustrates CMS Energy’s exposure to potential losses at March 31, 2010, if each counterparty within this industry concentration failed to meet its contractual obligations. This table includes contracts accounted for as financial instruments. It does not include trade accounts receivable, derivative contracts that qualify for the normal purchases and sales exception, or other contracts that CMS Energy does not account for as derivatives.

									In Millions
							Net Exposure		Net Exposure
	Exposure						from		from
	Before						Investment		Investment
	Collateral						Grade		Grade
	(a)		Collateral Held		Net Exposure		Companies		Companies (%)
CMS ERM	$	3	$	3	$	—	$	—		—

(a) Exposure is reflected net of payables or derivative liabilities if netting arrangements exist.

CMS Energy does not expect a material adverse effect on its Consolidated Balance Sheets and Consolidated Statements of Income as a result of counterparty nonperformance, given CMS Energy’s credit policies, current exposures, and credit reserves.

9: RETIREMENT BENEFITS

CMS Energy and Consumers provide Pension Plan, OPEB, and other retirement benefit plans to employees.

The following tables show the costs and other changes in plan assets and benefit obligations incurred in CMS Energy’s and Consumers’ retirement benefits plans:

	In Millions
	Pension
Three months ended March 31	2010			2009
CMS Energy, including Consumers
Service cost	$	11		$	10
Interest expense		24			24
Expected return on plan assets		(23	)		(21	)
Amortization of:
Net loss		13			10
Prior service cost		2			2
Net periodic cost	$	27		$	25
Regulatory adjustment		2			—
Net periodic cost after regulatory adjustment	$	29		$	25
Consumers
Service cost	$	11		$	10
Interest expense		24			23
Expected return on plan assets		(23	)		(20	)
Amortization of:
Net loss		12			10
Prior service cost		2			1
Net periodic cost	$	26		$	24
Regulatory adjustment		2			—
Net periodic cost after regulatory adjustment	$	28		$	24

72

CMS Energy’s and Consumers’ expected long-term rate of return on plan assets is 8.0 percent. For the three months ended March 31, 2010, the actual return on Pension Plan assets was 3.5 percent, and for 2009 the actual return was 21 percent. The expected rate of return is an assumption about long-term asset performance that CMS Energy and Consumers review annually for reasonableness and appropriateness.

	In Millions
	OPEB
Three months ended March 31	2010			2009
CMS Energy, including Consumers
Service cost	$	7		$	6
Interest expense		21			20
Expected return on plan assets		(15	)		(13	)
Amortization of:
Net loss		8			8
Prior service credit		(2	)		(2	)
Net periodic cost	$	19			19
Regulatory adjustment		1			—
Net periodic cost after regulatory adjustment	$	20		$	19
Consumers
Service cost	$	7		$	6
Interest expense		20			20
Expected return on plan assets		(14	)		(12	)
Amortization of:
Net loss		8			8
Prior service credit		(2	)		(2	)
Net periodic cost	$	19		$	20
Regulatory adjustment		1			—
Net periodic cost after regulatory adjustment	$	20		$	20

In February 2010, the MPSC issued an order in Consumers’ GCR case that allowed Consumers to collect a one-time surcharge under a Pension Plan and OPEB equalization mechanism. For the three months ended March 31, 2010, Consumers collected $2 million of Pension Plan and $1 million of OPEB surcharge revenue in gas rates. Consumers recorded a reduction of $3 million of equalization regulatory assets on its Consolidated Balance Sheets and an increase of $3 million of expense on its Consolidated Statements of Income. Thus, Consumers’ collection of the equalization mechanism surcharge had no impact on net income for the three months ended March 31, 2010.

During the first three months of 2010, CMS Energy contributed $100 million to its pension fund, which included a contribution of $97 million by Consumers.

During the first three months of 2010, CMS Energy contributed $17 million to its SERP fund, which included a contribution of $11 million by Consumers.

73

10: INCOME TAXES

The actual income tax expense on continuing operations differs from the amount computed by applying the statutory federal tax rate of 35 percent to income before income taxes as follows:

	In Millions
Three months ended March 31	2010			2009
CMS Energy, including Consumers
Net income available to common stockholders	$	85		$	70
Discontinued operations, net of tax		1			1
Net income from continuing operations		86			71
Preferred stock dividends		3			3
Income tax expense on continuing operations		61			50
Income from continuing operations before income taxes		150			124
Expected income tax expense at statutory federal rate		53			43
Increase (decrease) in income taxes from:
ITC amortization		(1	)		(1	)
Medicare Part D exempt income		(2	)		(2	)
Change in tax law, Medicare Part D subsidy		3			—
State and local income taxes, net of federal benefit		7			8
Other, net		1			2
Income tax expense	$	61		$	50
Effective tax rate		40.7	%		40.3	%
Consumers
Income from continuing operations before income taxes	$	169		$	155
Expected income tax expense at statutory federal rate		59			54
Increase (decrease) in taxes from:
ITC amortization		(1	)		(1	)
Medicare Part D exempt income		(2	)		(2	)
State and local income taxes, net of federal benefit		6			4
Other, net		—			1
Income tax expense	$	62		$	56
Effective tax rate		36.7	%		36.1	%

The increase in the effective tax rates from March 31, 2009 to March 31, 2010 was due largely to a change in tax law related to Medicare Part D subsidies.

The Patient Protection and Affordable Care Act and the related Health Care and Education Reconciliation Act (the Health Care Acts) were enacted in March 2010. For taxable years beginning after December 31, 2012, the Health Care Acts repeal the tax deduction for the portion of health care costs that are reimbursed by the Medicare Part D subsidy. To reflect the law change, CMS Energy and Consumers decreased their deferred tax asset balances by $68 million, with CMS Energy recognizing deferred tax expense of $3 million and Consumers recognizing an increase to net regulatory tax assets of $65 million (not including the effects of ratemaking tax gross-ups). Therefore, this legislation had no effect on Consumers’ net income for the three months ended March 31, 2010.

74

11: CONSOLIDATION OF VARIABLE INTEREST ENTITIES

Entities that are VIEs must be consolidated if the reporting entity determines that it has a controlling financial interest. The entity that is required to consolidate the VIE is called the primary beneficiary. Variable interests are contractual, ownership, or other interests in an entity that change as the fair value of the VIE’s net assets, excluding variable interests, changes. An entity is considered to be a VIE when its capital is insufficient to permit it to finance its activities without additional subordinated financial support or its equity investors, as a group, lack the characteristics of having a controlling financial interest.

Effective January 1, 2010, the accounting standards for consolidation of VIEs were amended. The most significant amendment changed the criteria for identifying the primary beneficiary. Under the amended standard, the primary beneficiary is the entity that has both (1) the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance and (2) the obligation to absorb losses of the VIE that could potentially be significant to the VIE.

As a result of adopting this amendment, effective January 1, 2010, CMS Energy has consolidated CMS Energy Trust I and deconsolidated three partnerships that it had previously consolidated.

CMS Energy has consolidated CMS Energy Trust I because CMS Energy is the variable interest holder that designed the entity and through the design has the power to direct the activities of CMS Energy Trust I that most significantly impact the trust’s economic performance. Through its guarantee, CMS Energy also has the obligation to absorb losses of CMS Energy Trust I. The sole assets of the trust consist of notes payable by CMS Energy, and the sole liabilities of the trust consist of Trust Preferred Securities. Upon consolidation, CMS Energy reduced its equity method investment by $5 million and its Long-term Debt — Related Parties by $34 million. CMS Energy also recorded a $29 million liability for the mandatorily redeemable preferred securities issued by the trust. No gain or loss was recognized on the consolidation of CMS Energy Trust I.

CMS Energy has deconsolidated T.E.S. Filer City, Grayling, and Genesee because CMS Energy determined that power is shared among unrelated parties, and that no one party has the power to direct the activities that most significantly impact the entities’ economic performance. The partners must agree on all major decisions for each of the partnerships. As a result, CMS Energy is not the primary beneficiary of these partnerships.

75

The following table provides information about these partnerships:

	Nature of
Name (Ownership Interest)	the Entity	Financing of Partnership
T.E.S. Filer City (50%)	Coal-fueled power generator	Non-recourse long-term debt that matured in December 2007.
Grayling (50%)	Wood waste- fueled power generator	Sale of revenue bonds that mature in November 2012 and bear interest at variable rates. The debt is recourse to the partnership, but not the individual partners, and secured by a letter of credit equal to the outstanding balance.
Genesee (50%)	Wood waste- fueled power generator	Sale of revenue bonds that mature in 2021 and bear interest at fixed rates. The debt is non-recourse to the partnership and secured by a CMS Energy guarantee capped at $3 million annually.

CMS Energy has operating and management contracts with Grayling and Genesee, and Consumers is the primary purchaser of power from each partnership through long-term PPAs. Consumers also has reduced dispatch agreements with Grayling and Genesee, which allow these facilities to be dispatched based on the market price of wood waste. This results in fuel cost savings that each partnership shares with Consumers’ customers.

CMS Energy’s investment in these partnerships is included in Investments on the Consolidated Balance Sheets in the amount of $48 million as of March 31, 2010. The partnerships were consolidated at December 31, 2009. Total assets of the partnerships were $189 million and total liabilities were $92 million at December 31, 2009. The partnerships had third-party debt obligations totaling $70 million at December 31, 2009. Plant, property, and equipment serving as collateral for these obligations had a carrying value of $137 million at December 31, 2009. The creditors of these partnerships do not have recourse to the general credit of CMS Energy or Consumers, except through outstanding letters of credit of $2 million and a guarantee of $3 million annually. CMS Energy has deferred collections on certain receivables owed by Genesee. CMS Energy’s maximum exposure to loss from these receivables is $6 million. Consumers has not provided any financial or other support during the periods presented that was not previously contractually required.

12: REPORTABLE SEGMENTS

Reportable segments consist of business units defined by the products and services they offer. CMS Energy and Consumers evaluate performance based on the net income available to common stockholders of each segment. The reportable segments for CMS Energy and Consumers are:

CMS Energy:

• electric utility, consisting of regulated activities associated with the generation and distribution of electricity in Michigan;

• gas utility, consisting of regulated activities associated with the transportation, storage, and distribution of natural gas in Michigan;

• enterprises, consisting of various subsidiaries engaging primarily in domestic independent power production; and

• other, including corporate interest and other expenses and discontinued operations.

76

Consumers:

• electric utility, consisting of regulated activities associated with the generation and distribution of electricity in Michigan;

• gas utility, consisting of regulated activities associated with the transportation, storage, and distribution of natural gas in Michigan; and

• other, including a consolidated special-purpose entity for the sale of accounts receivable.

The following tables provide financial information by reportable segment:

	In Millions
Three months ended March 31	2010			2009
Operating Revenue
CMS Energy, including Consumers
Electric utility	$	838		$	812
Gas utility		1,052			1,222
Enterprises		68			64
Other		9			6
Total Operating Revenue — CMS Energy	$	1,967		$	2,104
Consumers
Electric utility	$	838		$	812
Gas utility		1,052			1,222
Total Operating Revenue — Consumers	$	1,890		$	2,034
Net Income Available to Common Stockholders
CMS Energy, including Consumers
Electric utility	$	41		$	39
Gas utility		66			59
Enterprises		9			1
Discontinued operations		(1	)		(1	)
Other		(30	)		(28	)
Total Net Income Available to Common Stockholders — CMS Energy	$	85		$	70
Consumers
Electric utility	$	41		$	39
Gas utility		66			59
Total Net Income Available to Common Stockholder — Consumers	$	107		$	98

77

			In Millions
	March 31, 2010		December 31, 2009
Plant, Property, and Equipment, Gross
CMS Energy, including Consumers
Electric utility	$	9,620	$	9,525
Gas utility		3,836		3,812
Enterprises		101		345
Other		34		34
Total Plant, Property, and Equipment — CMS Energy	$	13,591	$	13,716
Consumers
Electric utility	$	9,620	$	9,525
Gas utility		3,836		3,812
Other		15		15
Total Plant, Property, and Equipment — Consumers	$	13,471	$	13,352
Assets
CMS Energy, including Consumers
Electric utility (a)	$	9,510	$	9,157
Gas utility (a)		4,259		4,594
Enterprises		192		303
Other		1,265		1,202
Total Assets — CMS Energy	$	15,226	$	15,256
Consumers
Electric utility (a)	$	9,510	$	9,157
Gas utility (a)		4,259		4,594
Other		817		871
Total Assets — Consumers	$	14,586	$	14,622

(a) Amounts include a portion of Consumers’ other common assets attributable to both the electric and the gas utility businesses.

78

(This page intentionally left blank)

79

Item 3. Quantitative and Qualitative Disclosures About Market Risk

CMS ENERGY

Quantitative and Qualitative Disclosures about Market Risk is contained in Part I, Item 2. MD&A, which is incorporated by reference herein.

CONSUMERS

Quantitative and Qualitative Disclosures about Market Risk is contained in Part I, Item 2. MD&A, which is incorporated by reference herein.

Item 4. Controls and Procedures

CMS ENERGY

Disclosure Controls and Procedures: CMS Energy’s management, with the participation of its CEO and CFO, has evaluated the effectiveness of its disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based on such evaluation, CMS Energy’s CEO and CFO have concluded that, as of the end of such period, its disclosure controls and procedures are effective.

Internal Control Over Financial Reporting: There have not been any changes in CMS Energy’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.

Item 4T. Controls and Procedures

CONSUMERS

Disclosure Controls and Procedures: Consumers’ management, with the participation of its CEO and CFO, has evaluated the effectiveness of its disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based on such evaluation, Consumers’ CEO and CFO have concluded that, as of the end of such period, its disclosure controls and procedures are effective.

Internal Control Over Financial Reporting: There have not been any changes in Consumers’ internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

CMS Energy and Consumers are parties to various lawsuits and regulatory matters in the ordinary course of business. For information regarding material legal proceedings, including updates to information reported under Item 3 of Part I of CMS Energy’s and Consumers’ 2009 Form 10-K, see Part I, Item 1, Note 3, Contingencies and Commitments, and Note 4, Utility Rate Matters.

80

Item 1A. Risk Factors

There have been no material changes to the Risk Factors as previously disclosed in Part I, Item 1A. Risk Factors, in CMS Energy’s and Consumers’ 2009 Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

(a) Unregistered Sales of Equity Securities

On January 15, 2010, CMS Energy issued 761 shares of its Common Stock and paid $20,000 in cash in exchange for $20,000 aggregate principal amount of its 3.375 percent Convertible Senior Notes Due 2023, Series B, tendered for conversion on December 22, 2009, in accordance with the terms and provisions of the Indenture of CMS Energy dated as of September 15, 1992, as supplemented by the Sixteenth Supplemental Indenture dated as of December 16, 2004. Such shares of Common Stock were issued based on the conversion rate of 101.464 shares per $1,000 principal amount of convertible note. The foregoing issuance, an exchange of securities with an existing securities holder, was exempt from registration pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended.

(c) Issuer Repurchases of Equity Securities

The following table shows CMS Energy’s repurchases of equity securities for the three months ended March 31, 2010:

					Total Number of		Maximum Number of
	Total		Average		Shares Purchased as		Shares that May Yet
	Number of		Price		Part of Publicly		Be Purchased Under
	Shares		Paid per		Announced Plans or		Publicly Announced
Period	Purchased*		Share		Programs		Plans or Programs
January 1, 2010 to January 31, 2010		563	$	15.69		—		—
February 1, 2010 to February 28, 2010		—		—		—		—
March 1, 2010 to March 31, 2010		—		—		—		—
Total		563	$	15.69		—		—

* CMS Energy repurchases certain restricted shares upon vesting under the performance incentive stock plan from participants in the performance incentive stock plan, equal to its minimum statutory income tax withholding obligation. Shares repurchased have a value based on the market price on the vesting date.

Item 3. Defaults Upon Senior Securities

None.

Item 5. Other Information

None.

81

Item 6. Exhibits

The agreements included as exhibits to this Form 10-Q filing are included solely to provide information regarding the terms of the agreements and are not intended to provide any other factual or disclosure information about CMS Energy, Consumers or other parties to the agreements. The agreements may contain representations and warranties made by each of the parties to each of the agreements that were made exclusively for the benefit of the parties involved in each of the agreements and should not be treated as statements of fact. The representations and warranties were made as a way to allocate risk if one or more of those statements prove to be incorrect. The statements were qualified by disclosures to the parties to each of the agreements and may not be reflected in each of the agreements. The agreements may apply standards of materiality that are different than standards applied to other investors. Additionally, the statements were made as of the date of the agreements or as specified in the agreements and have not been updated.

The representations and warranties may not describe the actual state of affairs of the parties to each agreement. Additional information about CMS Energy and Consumers may be found in this filing, at www.cmsenergy.com, at www.consumersenergy.com and through the SEC’s website at www.sec.gov.

(10)(a)	Amendment No. 19 to the Receivables Purchase Agreement, dated as of March 17, 2010
(10)(b)	Amendment No. 5 to the Receivables Sale Agreement, dated as of March 17, 2010
(10)(c)	Amendment No. 20 to the Receivables Purchase Agreement, dated as of April 20, 2010
(10)(d)	Amendment No. 6 to the Receivables Sale Agreement, dated as of April 20, 2010
(10)(e)	CMS Incentive Compensation Plan for CMS Energy and its Subsidiaries, effective January 1, 2004, amended and restated, effective as of January 1, 2010
(10)(f)	Form of Change in Control Agreement as of March 2010
(10)(g)	Agreement between David W. Joos and CMS Energy Board of Directors
(10)(h)	Bond Purchase Agreement between Consumers and each of the Purchasers named therein, dated as of April 19, 2010
(12)(a)	Statement regarding computation of CMS Energy’s Ratios of Earnings to Fixed Charges and Combined Fixed Charges and Preferred Dividends
(12)(b)	Statement regarding computation of Consumers’ Ratios of Earnings to Fixed Charges and Combined Fixed Charges and Preferred Dividends
(31)(a)	CMS Energy’s certification of the CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
(31)(b)	CMS Energy’s certification of the CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
(31)(c)	Consumers’ certification of the CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
(31)(d)	Consumers’ certification of the CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

82

(32)(a)	CMS Energy’s certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(32)(b)	Consumers’ certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

83

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. The signature for each undersigned company shall be deemed to relate only to matters having reference to such company or its subsidiary.

	CMS ENERGY CORPORATION (Registrant)
Dated: April 23, 2010	By:	/s/ Thomas J. Webb
		Thomas J. Webb
		Executive Vice President and Chief Financial Officer
	CONSUMERS ENERGY COMPANY (Registrant)
Dated: April 23, 2010	By:	/s/ Thomas J. Webb
		Thomas J. Webb
		Executive Vice President and Chief Financial Officer

84

EX-10.A

Exhibit 10(a)

Execution Copy

AMENDMENT NO. 19
TO
RECEIVABLES PURCHASE AGREEMENT

THIS AMENDMENT NO. 19 TO RECEIVABLES PURCHASE AGREEMENT (this “Amendment”) dated as of March 17, 2010, is entered into among CONSUMERS RECEIVABLES FUNDING II, LLC (“Seller”), CONSUMERS ENERGY COMPANY, in its capacity as Servicer (in such capacity, the “Servicer”), FALCON ASSET SECURITIZATION COMPANY LLC (“Falcon”), and JPMORGAN CHASE BANK, N.A. (as successor by merger to Bank One, NA (Main Office Chicago)) (“JPMorgan”), as a Financial Institution and as Administrative Agent (in such capacity, the “Administrative Agent”). Capitalized terms used herein without definition shall have the meanings ascribed thereto in the “Purchase Agreement” referred to below.

PRELIMINARY STATEMENTS

          A. Reference is made to that certain Receivables Purchase Agreement dated as of May 22, 2003 among Seller, Servicer, Falcon and JPMorgan, as a Financial Institution and the Administrative Agent (as amended prior to the date hereof and as the same may be further amended, restated, supplemented or modified from time to time, the “Purchase Agreement”).

          B. The parties hereto have agreed to amend certain provisions of the Purchase Agreement upon the terms and conditions set forth herein.

     SECTION 1. Amendment. Subject to the satisfaction of the conditions precedent set forth in Section 3 hereof, the parties hereto hereby agree to amend the Purchase Agreement as follows:

     (a) Exhibit IV to the Purchase Agreement is hereby replaced in its entirety with Exhibit IV attached hereto.

     SECTION 2. Representations and Warranties. Each of the Seller and the Servicer hereby represents and warrants to each of the other parties hereto, as to itself that:

     (a) it has all necessary corporate or company power and authority to execute and deliver this Amendment and to perform its obligations under the Purchase Agreement as amended hereby, the execution and delivery of this Amendment and the performance of its obligations under the Purchase Agreement as amended hereby has been duly authorized by all necessary corporate or company action on its part and this Amendment constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms; and

     (b) on the date hereof, before and after giving effect to this Amendment, (i) other than as waived pursuant to this Amendment, no Amortization Event or Potential

Amortization Event has occurred and is continuing and (ii) the aggregate Purchaser Interests do not exceed the Applicable Maximum Purchaser Interest.

          SECTION 3. Conditions Precedent. This Amendment shall become effective on the first Business Day (the “Effective Date”) on which (i) the Administrative Agent or its counsel has received four (4) counterpart signature pages to this Amendment, executed by each of the parties hereto and (ii) a fully executed and effective Collection Account Agreement dated as of the date hereof, with respect to the Collection Account maintained at PNC Bank, National Association, in form and substance satisfactory to the Administrative Agent.

          SECTION 4. Reference to and Effect on the Transaction Documents.

     (a) Upon the effectiveness of this Amendment, (i) each reference in the Purchase Agreement to “this Receivables Purchase Agreement”, “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import shall mean and be a reference to the Purchase Agreement as amended or otherwise modified hereby, and (ii) each reference to the Purchase Agreement in any other Transaction Document or any other document, instrument or agreement executed and/or delivered in connection therewith, shall mean and be a reference to the Purchase Agreement as amended or otherwise modified hereby.

     (b) Except as specifically amended, terminated or otherwise modified above, the terms and conditions of the Purchase Agreement, of all other Transaction Documents and any other documents, instruments and agreements executed and/or delivered in connection therewith, shall remain in full force and effect and are hereby ratified and confirmed.

     (c) The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Administrative Agent or any Purchaser under the Purchase Agreement or any other Transaction Document or any other document, instrument or agreement executed in connection therewith, nor constitute a waiver of any provision contained therein.

          SECTION 5. Execution in Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument. Delivery of an executed counterpart of a signature page to this Amendment by facsimile or other electronic format shall be effective as delivery of a manually executed counterpart of this Amendment.

          SECTION 6. Governing Law. THIS AMENDMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (INCLUDING, WITHOUT LIMITATION, SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF NEW YORK, BUT OTHERWISE WITHOUT REGARD TO THE LAW OF CONFLICTS) OF THE STATE OF NEW YORK, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.

2

          SECTION 7. Headings. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.

          SECTION 8. Fees and Expenses. Seller hereby confirms its agreement to pay on demand all reasonable costs and expenses of the Administrative Agent or Purchasers in connection with the preparation, execution and delivery of this Amendment and any of the other instruments, documents and agreements to be executed and/or delivered in connection herewith, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel to the Administrative Agent or Purchasers with respect thereto.

[Remainder of Page Deliberately Left Blank]

3

          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective officers as of the date first above written.

CONSUMERS RECEIVABLES FUNDING II, LLC
By:	/s/ Laura L. Mountcastle
	Name:	Laura L. Mountcastle
	Title:	President, Chief Executive Officer, Chief Financial Officer and Treasurer
CONSUMERS ENERGY COMPANY, as Servicer
By:	/s/ Laura L. Mountcastle
	Name:	Laura L. Mountcastle
	Title:	Vice President and Treasurer

Signature Page to Amendment No. 19

FALCON ASSET SECURITIZATION COMPANY LLC
By:	JPMorgan Chase Bank, N.A., its attorney-in-fact
By:	/s/ Patrick Menichillo
	Name:	Patrick Menichillo
	Title:	Vice President
JPMORGAN CHASE BANK, N.A., as a Financial Institution and Administrative Agent
By:	/s/ Patrick Menichillo
	Name:	Patrick Menichillo
	Title:	Vice President

Signature Page to Amendment No. 19

EXHIBIT IV

NAMES OF COLLECTION BANKS; COLLECTION ACCOUNTS; LOCK-BOXES

JP Morgan Chase Bank
717 Travis, TX2-S084
Houston, TX 77002
Contact: Nina Lacy
Phone: 713-216-2227
Collection Account: 1242263

Comerica Bank
500 Woodward Avenue, 9th Floor, MC3268
Detroit, MI 48226
Contact: Stacie McVeigh
Phone: 313-222-4515
Collection Account: 1076119914

Bank of America
540 W Madison St, Suite 1622
Chicago, IL 60661
Contact: Gabrielle Serrao
Phone: 800-699-7188 ext. 49452
Specified Accounts: 4825285820
Collection Account: 1054516142

Wachovia Bank
10401 Deerwood Park Blvd — FL0117
South Building, 3rd Floor
Jacksonville, FL 32256
Contact: Carol Grant
Phone: 800-590-7868 team 662 ext. 4
Collection Account: 2000032635920

Lock-Box Zip Code:
Lansing, MI 48937-0001

PNC Bank, National Association
620 Liberty Avenue
Pittsburgh, PA 15222
Contact: Gabe Galioto
Phone: 412-768-1819
Specified Account: 4006909862

EX-10.B

Exhibit 10(b)

Execution Copy

AMENDMENT NO. 5
TO
RECEIVABLES SALE AGREEMENT

          THIS AMENDMENT NO. 5 TO RECEIVABLES SALE AGREEMENT (this “Amendment”) dated as of March 17, 2010, is entered into among CONSUMERS RECEIVABLES FUNDING II, LLC (“Buyer”) and CONSUMERS ENERGY COMPANY (“Originator”). Capitalized terms used herein without definition shall have the meanings ascribed thereto in the “Receivables Sale Agreement” referred to below.

PRELIMINARY STATEMENTS

          A. Reference is made to that certain Receivables Sale Agreement dated as of May 22, 2003 between Buyer and Originator (as amended prior to the date hereof, as amended hereby and as the same may be further amended, restated, supplemented or modified from time to time, the “Receivables Sale Agreement”).

          B. The parties hereto have agreed to amend certain provisions of the Receivables Sale Agreement upon the terms and conditions set forth herein.

          SECTION 1. Amendments. Subject to the satisfaction of the condition precedent set forth in Section 3 hereof, the parties hereto hereby agree to amend the Receivables Sale Agreement as follows:

     (a) Exhibit III to the Receivables Sale Agreement is hereby replaced in its entirety with the Exhibit III attached hereto.

          SECTION 2. Representations and Warranties. The Originator hereby represents and warrants to Buyer and its assigns that:

     (a) this Amendment constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms; and

     (b) on the date hereof, before and after giving effect to this Amendment, no Termination Event or Potential Termination Event has occurred and is continuing.

          SECTION 3. Conditions Precedent. This Amendment shall become effective on the first Business Day (the “Effective Date”) on which Buyer and the Administrative Agent or its counsel has received four (4) counterpart signature pages to this Amendment, executed by each of the parties hereto.

          SECTION 4. Reference to and Effect on the Transaction Documents.

     (a) Upon the effectiveness of this Amendment, (i) each reference in the Receivables Sale Agreement to “this Receivables Sale Agreement”, “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import shall mean and be a reference to the Receivables Sale Agreement as amended or otherwise modified hereby, and (ii) each reference to the Receivables Sale Agreement in any other Transaction Document or any other document, instrument or agreement executed and/or delivered in connection therewith, shall mean and be a reference to the Receivables Sale Agreement as amended or otherwise modified hereby.

     (b) Except as specifically amended, terminated or otherwise modified above, the terms and conditions of the Receivables Sale Agreement, of all other Transaction Documents and any other documents, instruments and agreements executed and/or delivered in connection therewith, shall remain in full force and effect and are hereby ratified and confirmed.

     (c) The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of Buyer or its assigns under the Receivables Sale Agreement or any other Transaction Document or any other document, instrument or agreement executed in connection therewith, nor constitute a waiver of any provision contained therein. Buyer and its assigns hereby expressly reserve all of their rights with respect to the occurrence of other Termination Events, if any, whether previously existing or hereinafter arising or which exist at any time on or after the date first written above.

          SECTION 5. Execution in Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument. Delivery of an executed counterpart of a signature page to this Amendment by telecopier shall be effective as delivery of a manually executed counterpart of this Amendment.

          SECTION 6. Governing Law. THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (INCLUDING, WITHOUT LIMITATION, SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF NEW YORK, BUT OTHERWISE WITHOUT REGARD TO THE LAW OF CONFLICTS) OF THE STATE OF NEW YORK, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.

          SECTION 7. Headings. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.

[Remainder of Page Deliberately Left Blank]

2

          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective officers as of the date first above written.

CONSUMERS RECEIVABLES FUNDING II, LLC
By:	/s/ Laura L. Mountcastle
	Name:	Laura L. Mountcastle
	Title:	President, Chief Executive Officer, Chief Financial Officer and Treasurer
CONSUMERS ENERGY COMPANY
By:	/s/ Laura L. Mountcastle
	Name:	Laura L. Mountcastle
	Title:	Vice President and Treasurer

Signature Page to Amendment No. 5 to RSA

Consented to by: FALCON ASSET SECURITIZATION COMPANY LLC
By:	JPMorgan Chase Bank, N.A., its attorney-in-fact
By:	/s/ Patrick Menichillo
	Name:	Patrick Menichillo
	Title:	Vice President
JPMORGAN CHASE BANK, N.A., as a Financial Institution and Administrative Agent
By:	/s/ Patrick Menichillo
	Name:	Patrick Menichillo
	Title:	Vice President

Signature Page to Amendment No. 5 to RSA

EXHIBIT III

NAMES OF COLLECTION BANKS; COLLECTION ACCOUNTS;
LOCK-BOXES

JP Morgan Chase Bank
717 Travis, TX2-S084
Houston, TX 77002
Contact: Nina Lacy
Phone: 713-216-2227
Collection Account: 1242263

Comerica Bank
500 Woodward Avenue, 9th Floor, MC3268
Detroit, MI 48226
Contact: Stacie McVeigh
Phone: 313-222-4515
Collection Account: 1076119914

Bank of America
540 W Madison St, Suite 1622
Chicago, IL 60661
Contact: Gabrielle Serrao
Phone: 800-699-7188 ext. 49452
Specified Accounts: 4825285820
Collection Account: 1054516142

Wachovia Bank
10401 Deerwood Park Blvd — FL0117
South Building, 3rd Floor
Jacksonville, FL 32256
Contact: Carol Grant
Phone: 800-590-7868 team 662 ext. 4
Collection Account: 2000032635920

Lock-Box Zip Code:
Lansing, MI 48937-0001

PNC Bank, National Association
620 Liberty Avenue
Pittsburgh, PA 15222
Contact: Gabe Galioto
Phone: 412-768-1819
Specified Account: 4006909862

EX-10.C

Exhibit 10(c)

Execution Copy

AMENDMENT NO. 20
TO
RECEIVABLES PURCHASE AGREEMENT

          THIS AMENDMENT NO. 20 TO RECEIVABLES PURCHASE AGREEMENT (this “ Amendment”) dated as of April 20, 2010, is entered into among CONSUMERS RECEIVABLES FUNDING II, LLC (“ Seller”), CONSUMERS ENERGY COMPANY, in its capacity as Servicer (in such capacity, the “ Servicer”), FALCON ASSET SECURITIZATION COMPANY LLC (“ Falcon”), and JPMORGAN CHASE BANK, N.A. (as successor by merger to Bank One, NA (Main Office Chicago)) (“ JPMorgan”), as a Financial Institution and as Administrative Agent (in such capacity, the “ Administrative Agent”). Capitalized terms used herein without definition shall have the meanings ascribed thereto in the “Purchase Agreement” referred to below.

PRELIMINARY STATEMENTS

          A. Reference is made to that certain Receivables Purchase Agreement dated as of May 22, 2003 among Seller, Servicer, Falcon and JPMorgan, as a Financial Institution and the Administrative Agent (as amended prior to the date hereof and as the same may be further amended, restated, supplemented or modified from time to time, the “ Purchase Agreement”).

          B. The parties hereto have agreed to amend certain provisions of the Purchase Agreement upon the terms and conditions set forth herein.

     SECTION 1. Amendment. Subject to the satisfaction of the conditions precedent set forth in Section 3 hereof, the parties hereto hereby agree to amend the Purchase Agreement as follows:

     (a) Exhibit IV to the Purchase Agreement is hereby replaced in its entirety with Exhibit IV attached hereto.

     SECTION 2. Representations and Warranties. Each of the Seller and the Servicer hereby represents and warrants to each of the other parties hereto, as to itself that:

     (a) it has all necessary corporate or company power and authority to execute and deliver this Amendment and to perform its obligations under the Purchase Agreement as amended hereby, the execution and delivery of this Amendment and the performance of its obligations under the Purchase Agreement as amended hereby has been duly authorized by all necessary corporate or company action on its part and this Amendment constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms; and

     (b) on the date hereof, before and after giving effect to this Amendment, (i) other than as waived pursuant to this Amendment, no Amortization Event or Potential Amortization Event has occurred and is continuing and (ii) the aggregate Purchaser Interests do not exceed the Applicable Maximum Purchaser Interest.

     SECTION 3. Conditions Precedent. This Amendment shall become effective on the first Business Day (the “ Effective Date”) on which (i) the Administrative Agent or its counsel has received four (4) counterpart signature pages to this Amendment, executed by each of the parties hereto and (ii) a fully executed and effective Collection Account Agreement dated as of the date hereof, with respect to the Collection Account maintained at Fifth Third Bank, in form and substance satisfactory to the Administrative Agent.

     SECTION 4. Reference to and Effect on the Transaction Documents.

     (a) Upon the effectiveness of this Amendment, (i) each reference in the Purchase Agreement to “this Receivables Purchase Agreement”, “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import shall mean and be a reference to the Purchase Agreement as amended or otherwise modified hereby, and (ii) each reference to the Purchase Agreement in any other Transaction Document or any other document, instrument or agreement executed and/or delivered in connection therewith, shall mean and be a reference to the Purchase Agreement as amended or otherwise modified hereby.

     (b) Except as specifically amended, terminated or otherwise modified above, the terms and conditions of the Purchase Agreement, of all other Transaction Documents and any other documents, instruments and agreements executed and/or delivered in connection therewith, shall remain in full force and effect and are hereby ratified and confirmed.

     (c) The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Administrative Agent or any Purchaser under the Purchase Agreement or any other Transaction Document or any other document, instrument or agreement executed in connection therewith, nor constitute a waiver of any provision contained therein.

     SECTION 5. Execution in Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument. Delivery of an executed counterpart of a signature page to this Amendment by facsimile or other electronic format shall be effective as delivery of a manually executed counterpart of this Amendment.

     SECTION 6. Governing Law. THIS AMENDMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (INCLUDING, WITHOUT LIMITATION, SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF NEW YORK, BUT OTHERWISE WITHOUT REGARD TO THE LAW OF CONFLICTS) OF THE STATE OF NEW YORK, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.

     SECTION 7. Headings. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.

2

     SECTION 8. Fees and Expenses. Seller hereby confirms its agreement to pay on demand all reasonable costs and expenses of the Administrative Agent or Purchasers in connection with the preparation, execution and delivery of this Amendment and any of the other instruments, documents and agreements to be executed and/or delivered in connection herewith, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel to the Administrative Agent or Purchasers with respect thereto.

[Remainder of Page Deliberately Left Blank]

3

          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective officers as of the date first above written.

CONSUMERS RECEIVABLES FUNDING II, LLC
By:	/s/ Laura L. Mountcastle
	Name:	Laura L. Mountcastle
	Title:	President, Chief Executive Officer, Chief Financial Officer and Treasurer
CONSUMERS ENERGY COMPANY, as Servicer
By:	/s/ Laura L. Mountcastle
	Name:	Laura L. Mountcastle
	Title:	Vice President and Treasurer

Signature Page to Amendment No. 20

FALCON ASSET SECURITIZATION COMPANY LLC
By:	JPMorgan Chase Bank, N.A., its attorney-in-fact
By:	/s/ Patrick Menichillo
	Name:	Patrick Menichillo
	Title:	Vice President
JPMORGAN CHASE BANK, N.A., as a Financial Institution and Administrative Agent
By:	/s/ Patrick Menichillo
	Name:	Patrick Menichillo
	Title:	Vice President

Signature Page to Amendment No. 20

EXHIBIT IV

NAMES OF COLLECTION BANKS; COLLECTION ACCOUNTS; LOCK-BOXES

JP Morgan Chase Bank
717 Travis, TX2-S084
Houston, TX 77002
Contact: Nina Lacy
Phone: 713-216-2227
Collection Account: 1242263

Comerica Bank
500 Woodward Avenue, 9th Floor, MC3268
Detroit, MI 48226
Contact: Stacie McVeigh
Phone: 313-222-4515
Collection Account: 1076119914

Bank of America
540 W Madison St, Suite 1622
Chicago, IL 60661
Contact: Gabrielle Serrao
Phone: 800-699-7188 ext. 49452
Specified Accounts: 4825285820
Collection Account: 1054516142

Wachovia Bank
10401 Deerwood Park Blvd — FL0117
South Building, 3rd Floor
Jacksonville, FL 32256
Contact: Carol Grant
Phone: 800-590-7868 team 662 ext. 4
Collection Account: 2000032635920

Lock-Box Zip Code:
Lansing, MI 48937-0001

PNC Bank, National Association
620 Liberty Avenue
Pittsburgh, PA 15222
Contact: Gabe Galioto
Phone: 412-768-1819
Specified Account:4006909862

EXHIBIT IV

NAMES OF COLLECTION BANKS; COLLECTION ACCOUNTS; LOCK-BOXES (continued)

Fifth Third Bank
710 Seminole Rd MD R17061
Norton Shores, MI 49441
Contact: Randy Wolffis, VP & Relationship Manager
Phone: 231-733-5006
Fax: 231-739-7430
Email: randal.wolffis@53.com; CommercialSupport@53.com
Specified Account: 7164496916

EX-10.D

Exhibit 10(d)

Execution Copy

AMENDMENT NO. 6
TO
RECEIVABLES SALE AGREEMENT

          THIS AMENDMENT NO. 6 TO RECEIVABLES SALE AGREEMENT (this “Amendment”) dated as of April 20, 2010, is entered into among CONSUMERS RECEIVABLES FUNDING II, LLC (“Buyer”) and CONSUMERS ENERGY COMPANY (“Originator”). Capitalized terms used herein without definition shall have the meanings ascribed thereto in the “Receivables Sale Agreement” referred to below.

PRELIMINARY STATEMENTS

          A. Reference is made to that certain Receivables Sale Agreement dated as of May 22, 2003 between Buyer and Originator (as amended prior to the date hereof, as amended hereby and as the same may be further amended, restated, supplemented or modified from time to time, the “Receivables Sale Agreement”).

          B. The parties hereto have agreed to amend certain provisions of the Receivables Sale Agreement upon the terms and conditions set forth herein.

          SECTION 1. Amendments. Subject to the satisfaction of the condition precedent set forth in Section 3 hereof, the parties hereto hereby agree to amend the Receivables Sale Agreement as follows:

     (a) Exhibit III to the Receivables Sale Agreement is hereby replaced in its entirety with the Exhibit III attached hereto.

          SECTION 2. Representations and Warranties. The Originator hereby represents and warrants to Buyer and its assigns that:

     (a) this Amendment constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms; and

     (b) on the date hereof, before and after giving effect to this Amendment, no Termination Event or Potential Termination Event has occurred and is continuing.

          SECTION 3. Conditions Precedent. This Amendment shall become effective on the first Business Day (the “Effective Date”) on which Buyer and the Administrative Agent or its counsel has received four (4) counterpart signature pages to this Amendment, executed by each of the parties hereto.

          SECTION 4. Reference to and Effect on the Transaction Documents.

     (a) Upon the effectiveness of this Amendment, (i) each reference in the Receivables Sale Agreement to “this Receivables Sale Agreement”, “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import shall mean and be a reference to

the Receivables Sale Agreement as amended or otherwise modified hereby, and (ii) each reference to the Receivables Sale Agreement in any other Transaction Document or any other document, instrument or agreement executed and/or delivered in connection therewith, shall mean and be a reference to the Receivables Sale Agreement as amended or otherwise modified hereby.

     (b) Except as specifically amended, terminated or otherwise modified above, the terms and conditions of the Receivables Sale Agreement, of all other Transaction Documents and any other documents, instruments and agreements executed and/or delivered in connection therewith, shall remain in full force and effect and are hereby ratified and confirmed.

     (c) The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of Buyer or its assigns under the Receivables Sale Agreement or any other Transaction Document or any other document, instrument or agreement executed in connection therewith, nor constitute a waiver of any provision contained therein. Buyer and its assigns hereby expressly reserve all of their rights with respect to the occurrence of other Termination Events, if any, whether previously existing or hereinafter arising or which exist at any time on or after the date first written above.

          SECTION 5. Execution in Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument. Delivery of an executed counterpart of a signature page to this Amendment by telecopier shall be effective as delivery of a manually executed counterpart of this Amendment.

          SECTION 6. Governing Law. THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (INCLUDING, WITHOUT LIMITATION, SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF NEW YORK, BUT OTHERWISE WITHOUT REGARD TO THE LAW OF CONFLICTS) OF THE STATE OF NEW YORK, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.

          SECTION 7. Headings. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.

[Remainder of Page Deliberately Left Blank]

2 

          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective officers as of the date first above written.

CONSUMERS RECEIVABLES FUNDING II, LLC
By:	/s/ Laura L. Mountcastle
	Name:	Laura L. Mountcastle
	Title:	President, Chief Executive Officer, Chief Financial Officer and Treasurer
CONSUMERS ENERGY COMPANY
By:	/s/ Laura L. Mountcastle
	Name:	Laura L. Mountcastle
	Title:	Vice President and Treasurer

Signature Page to Amendment No. 6 to RSA

Consented to by: FALCON ASSET SECURITIZATION COMPANY LLC
By:	JPMorgan Chase Bank, N.A., its attorney-in-fact
By:	/s/ Patrick Menichillo
	Name:	Patrick Menichillo
	Title:	Vice President
JPMORGAN CHASE BANK, N.A., as a Financial Institution and Administrative Agent
By:	/s/ Patrick Menichillo
	Name:	Patrick Menichillo
	Title:	Vice President

Signature Page to Amendment No. 6 to RSA

EXHIBIT III

NAMES OF COLLECTION BANKS; COLLECTION ACCOUNTS; LOCK-BOXES

JP Morgan Chase Bank
717 Travis, TX2-S084
Houston, TX 77002
Contact: Nina Lacy
Phone: 713-216-2227
Collection Account: 1242263

Comerica Bank
500 Woodward Avenue, 9th Floor, MC3268
Detroit, MI 48226
Contact: Stacie McVeigh
Phone: 313-222-4515
Collection Account: 1076119914

Bank of America
540 W Madison St, Suite 1622
Chicago, IL 60661
Contact: Gabrielle Serrao
Phone: 800-699-7188 ext. 49452
Specified Accounts: 4825285820
Collection Account: 1054516142

Wachovia Bank
10401 Deerwood Park Blvd — FL0117
South Building, 3rd Floor
Jacksonville, FL 32256
Contact: Carol Grant
Phone: 800-590-7868 team 662 ext. 4
Collection Account: 2000032635920

Lock-Box Zip Code:
Lansing, MI 48937-0001

PNC Bank, National Association
620 Liberty Avenue
Pittsburgh, PA 15222
Contact: Gabe Galioto
Phone: 412-768-1819
Specified Account:4006909862

EXHIBIT III

NAMES OF COLLECTION BANKS; COLLECTION ACCOUNTS; LOCK-BOXES (continued)

Fifth Third Bank
710 Seminole Rd MD R17061
Norton Shores, MI 49441
Contact: Randy Wolffis, VP & Relationship Manager
Phone: 231-733-5006
Fax: 231-739-7430
Email: randal.wolffis@53.com; CommercialSupport@53.com
Specified Account: 7164496916

EX-10.E

Exhibit 10(e)

CMS INCENTIVE COMPENSATION PLAN
FOR CMS ENERGY
AND ITS SUBSIDIARIES

CMS INCENTIVE COMPENSATION PLAN FOR CMS ENERGY
AND ITS SUBSIDIARIES

I. GENERAL PROVISIONS

1.1 Purpose. The purpose of the CMS Incentive Compensation Plan (“CMSICP Plan” or “Plan”) is to:

(a)	Provide an equitable and competitive level of compensation that will permit CMS Energy (“Company”) and its subsidiaries to attract, retain and motivate officers and employees.
(b)	No payments to Officers or Employees in the form of incentive compensation shall be made unless pursuant to a plan approved by the Committee on Compensation and Human Resources of the Board of Directors of CMS Energy and after express approval of the Committee. This plan shall be administered by the President and CEO of CMS Energy and the Benefit Administration Committee.

1.2	Effective Date. The initial effective date of the Plan is January 1, 2004. The Plan, as described herein, is amended and restated effective as of January 1, 2010.
1.3	Definitions. As used in this CMSICP Plan, the following terms have the meaning described below:

(a)	“Annual Award” means an annual incentive award granted under the CMSICP Plan.
(b)	“Base Salary” means the base salary on January 1 of a Performance Year, except as impacted by a Change in Status as defined in Article V. For purposes of the Plan, an Officer’s Base Salary must be subject to annual review and annual approval by the Committee.
(c)	“CMS Energy” means CMS Energy Corporation.
(d)	“Code” means the Internal Revenue Code of 1986, as amended.
(e)	“Code Section 162(m) Employee” means an employee whose compensation is subject to the “Million Dollar Cap” under Code Section 162(m). Generally, this is the CEO and the three highest paid executive officers of the Company (other than the CEO and the CFO).
(f)	“Committee” means the Committee on Compensation and Human Resources of the Board of Directors of CMS Energy Corporation.
(g)	“Company” means CMS Energy.

1

(h)	“Deferred Annual Award” means the amount deferred pursuant to Section 4.2.
(i)	“Disability” means that a participant has terminated employment with the Company or a Subsidiary and is disabled, as that term is defined under Code Section 409A and any applicable regulations.
(j)	“Leave of Absence” for purposes of this CMSICP Plan means a leave of absence that has been approved by the Company.
(k)	“Officer” means an employee of the Company or a Subsidiary in Salary Grade “E-3” or higher.
(l)	“Payment Event” means the time at which a Deferred Annual Award may be paid pursuant to Section 4.2.
(m)	“Payment Term” means the length of time for payment of a Deferred Annual Award under Section 4.2.
(n)	“Pension Plan” means the Pension Plan for Employees of Consumers Energy and Other CMS Energy Companies.
(o)	“Performance Year” means the calendar year prior to the year in which an Annual Award is made by the Committee.
(p)	“Plan Administrator” for Officer participants means the President and Chief Executive Officer of CMS Energy, under the general direction of the Committee. For all other participants and for purposes of administering Deferred Amounts under Section 4.2, the Plan Administrator is the Benefits Administration Committee appointed by the Chief Executive Officer and the Chief Financial Officer as authorized by the Board of Directors.
(q)	“Retirement” means that a Plan participant is no longer an active employee and qualifies for a retirement benefit other than a deferred vested retirement benefit under the Pension Plan. For a participant ineligible for coverage under the Pension Plan and covered instead under the Defined Company Contribution Plan, retirement occurs when there is a Separation from Service on or after age 55 with 5 or more years of service.
(r)	“Separation from Service” means an Employee retires or otherwise has a separation from service from the Company as defined under Code Section 409A and any applicable regulations. The Plan Administrator will determine, consistent with the requirements of Code Section 409A and any applicable regulations, to what extent a person on a leave of absence,

2

including on paid sick leave pursuant to Company policy, has incurred a Separation from Service. Notwithstanding the above, a Separation from Service will occur consistent with the Regulation 1.409A-1(h) when it is reasonably anticipated that the level of service provided by the Employee will be no more than 45% of the average level of bona fide service performed by the Employee over the immediately preceding 36 month period.

(s)

“Subsidiary” means any direct or indirect subsidiary of the Company.

1.4

Eligibility. Officers of CMS Energy and/or Consumers Energy and U.S. Employees who do not participate in a broad based incentive plan contingent upon objectives and performance unique to the employees’ subsidiary, affiliate, site and/or business unit, are eligible for participation in the CMSICP Plan (“Employee”). An individual listed on the Company payroll records as a contract employee is not eligible for this Plan.

1.5

Administration of the Plan.

(a)	The Plan is administered by the President and Chief Executive Officer of CMS Energy under the general direction of the Committee.
(b)	The Committee will normally approve performance goals in January of the Performance Year, but no later than March 30th of the Performance Year.
(c)	The Committee, no later than March 1st of the calendar year following the Performance Year, will review for approval proposed Annual Awards for the total of all CMSICP Officer participants, as recommended by the President and CEO of CMS Energy. All proposed Annual Awards are subject to approval of the Committee. Before the payment of any Annual Awards, the Company’s outside auditors and the Committee will certify in writing that the performance goals were in fact satisfied in accordance with Code Section 162(m).
(d)	The Committee reserves the right to modify the performance goals with respect to unforeseeable circumstances or otherwise exercise discretion with respect to proposed Annual Awards as it deems necessary to maintain the spirit and intent of the CMSICP Plan, provided that such discretion will be to decrease or eliminate, not increase, Annual Awards in the case of any Code Section 162(m) Employees. The Committee also reserves the right in its discretion to not pay Annual Awards for a Performance Year. All decisions of the Committee are final.

3

II. CORPORATE PERFORMANCE GOALS

2.1

In General. Corporate performance goals are established in two areas: (1) the adjusted net income per outstanding CMS Energy share (EPS); and (2) the Corporate Free Cash Flow of CMS Energy (CFCF).

2.2

Plan Performance Factor. The plan performance factor used to calculate an Annual Award is based on the results of the corporate performance goals and is capped at two times the standard award amount. The Plan Performance Factor is established in a table relating specific performance results in the areas of EPS and CFCF to specific performance goals. This table shall be created by the Committee for each Performance Year.

III. ANNUAL AWARD FORMULA

3.1 Officers’ Annual Awards. Annual Awards for each eligible Officer will be based upon a percentage of the Officer’s Base Salary for the Performance Year times the Plan performance factor for the year as determined under 2.2 above. The standard award percentages are set forth in the table below. The maximum amount that can be awarded under this Plan for any Code Section 162(m) Employee will not exceed $2.5 Million in any one Performance Year. The total amount of an CMSICP participant Officer’s Annual Award shall be computed according to the annual award formula set forth in Section 3.2.

	Salary		Percentage
Position	Grade		of Base Salary
President & CEO		E-9		100	%
President, Consumers Energy		E-8		65	%
Executive Vice Pres		E-7		60	%
Senior Vice President		E-6		60	%
Senior Vice President		E-5		55	%
Vice President		E-4		45	%
Vice President		E-3		40	%

3.2 Calculation of Award. Annual Awards for Officer, CMSICP participants will be calculated and made as follows:

Annual Award = Base Salary times
Standard Award Percentage times Plan Performance Factor

In addition, each Annual Award for Officers of Consumers Energy Company may be modified based on the results achieved for the Consumers Energy Annual Employee Incentive Compensation Plan. If the Consumers Energy Annual Employee Incentive Compensation Plan does not pay out an award for the same Performance Year, then the Annual Award, if any, earned under this Plan will be

4

reduced by 10%. If the Consumers Energy Annual Employee Incentive Compensation Plan pays out an award for the same Performance Year based on achievement of some, but not all, of the established objectives, then there is no modification of awards under this Plan. If however, the Consumers Energy Annual Employee Incentive Compensation Plan pays out an award for the same Performance Year based on achievement of 100% of the established objectives, then the Annual Award, if any, earned under this Plan will be increased by up to 10%, provided, however, that no such increase will cause the Annual Award to exceed the maximum of two times the standard award amount.

3.3 Employees’ Annual Awards. Annual Awards for eligible Employee, CMSICP participants will be based upon a standard award as set forth in the table below. The total amount of an Employee Annual Award shall be computed according to the annual award formula set forth in Section 3.4.

Salary	Standard Award Amount
Grade	Full time		Part time
25	$	37,000
24	$	36,500
23	$	22,500
22	$	22,000
21	$	13,500
20	$	13,000
19	$	12,500
18	$	2,000	$	1,000
17	$	1,750	$	875
16	$	1,500	$	750
15	$	1,350	$	675
14	$	1,200	$	600
13	$	1,150	$	575
12	$	1,100	$	550
11	$	1,050	$	525
10	$	1,000	$	500
9	$	950	$	475
8	$	900	$	450
7	$	850	$	425
6	$	800	$	400
5	$	750	$	375
4	$	700	$	350
3	$	650	$	325
2	$	600	$	300
1	$	550	$	275

5

3.4 Calculation of Award. Annual Awards for CMSICP participants will be calculated and made as follows:

Annual Award = Standard Award Amount times Plan Performance Factor

IV. PAYMENT OF ANNUAL AWARDS

4.1

Cash Annual Award. All Annual Awards for a Performance Year will be paid in cash after certification by the outside auditors of the Company and the Committee that the performance goals have been satisfied, but not later than March 15th of the calendar year following the Performance Year provided that the Annual Award for a particular Performance Year has not been deferred voluntarily pursuant to Section 4.2. The amounts required by law to be withheld for income and employment taxes will be deducted from the Annual Award payments. All Annual Awards become the obligation of the company on whose payroll the Officer/Employee is enrolled at the time the Committee makes the Annual Award.

4.2

Deferred Annual Awards.

(a)	The payment of all or any portion (rounded to an even multiple of 10%) of a cash Annual Award may be deferred voluntarily at the election of an individual Plan participant in salary grades 19-25 and E-3 — E-9. Any such deferral will be net of any applicable FICA or FUTA taxes. A separate irrevocable election must be made prior to the Performance Year. Any Annual Award made by the Committee after termination of employment of a participant or retirement of a participant will be paid in accordance with any deferral election made within the enrollment period.
(b)	At the time the participant makes a deferral election he or she must select the payment options (including the Payment Event as set forth at (c) below and the Payment Term as set forth at (d) below) applicable to the Deferred Annual Award for the Performance Year, as well as any earnings or income attributable to such amounts. The payment options elected will apply only to that year’s Deferred Annual Award and will not apply to any previous Deferred Annual Award or to any subsequent Deferred Annual Award. Any participant who elects to defer all or a portion of an Annual Award and who fails to select a Payment Event or a Payment Term will be presumed to have elected a Payment Event of Separation from Service in accordance with paragraph (c)(i) below and/or a Payment Term of a single sum.
(c)	The Payment Event elected can be either:

(i) Separation from Service for any reason other than death. Payment will be made, or begin, in the later of: (1) January of the year

6

following the year of the Separation from Service; or (2) the seventh month after the month of the Separation from Service. Later installments, if any, will be paid in January of the succeeding years;

(ii)	Payment upon attainment of a date certain that is more than 1 year after the last day of the applicable Performance Year. Later installments, if any, will be paid in January of the succeeding years; or
(iii)	The earlier of (i) or (ii) above.

(d) Payment Term. At the time of electing to defer an Annual Award, the participant must also elect how he or she wishes to receive any such payment from among the following options (the participant may elect a separate Payment Term for each Payment Event elected):

(i)

Payment in a single sum upon occurrence of the Payment Event.

(ii)

Payment of a series of annual installment payments over a period from two (2) years to fifteen (15) years following the Payment Event. Each installment payment shall be equal to a fractional amount of the balance in the account the numerator of which is one and the denominator of which is the number of installment payments remaining. Although initially such installment payments will be identical, actual payments may vary based upon investment performance. For example, a series of 5 installment payments will result in a payout of 1/5 of the account balance in the first installment, 1/4 of the account balance (including investment gains or losses since the first installment date) in the second installment, etc.

(e) Changes to Payment Options. Once a payment option has been elected, subsequent changes which would accelerate the receipt of benefits from the Plan are not permitted, except that the Plan Administrator may at its discretion accelerate payments to the extent permitted by Code Section 409A and applicable regulations. A subsequent election to change the payment options related to a Payment Event, in order to delay a payment or to change the form of a payment, can only be made when all of the following conditions are satisfied:

(i)	such election may not take effect until at least 12 months after the date on which the election is made;
(ii)	the payment(s) with respect to which such election is made is deferred for a period of not less than 5 years from the date such

7

payment would otherwise have been made (or, in the case of installment payments under Section 4.2(d)(ii), 5 years from the date the first installment was scheduled to be paid); and

(iii) such election must be made not less than 12 months before the date the payment was previously scheduled to be made (or, in the case of installment payments under Section 4.2(d)(ii), 12 months before the first installment was scheduled to be paid), if the participant’s previous commencement date was a specified date.

(f)

Investments. At the time of electing to voluntarily defer payment, the participant must elect how the Deferred Annual Award will be treated by the Company or Subsidiary. To the extent that any amounts deferred are placed in a rabbi trust with an independent record keeper, a participant who has previously deferred amounts under this Plan will automatically have his or her existing investment profile apply to this deferral also. All determinations of the available investment options by the Plan Administrator are final and binding upon participants. A participant may change the investment elections at anytime prior to the payment of the benefit, subject to any restrictions imposed by the Plan Administrator, the plan record keeper or by any applicable laws and regulations. A participant not making an election will have amounts deferred treated as if in a Lifestyle Fund under the Savings Plan for Employees of Consumers Energy and other CMS Energy Companies (the “Savings Plan”) applicable to the participant’s age 65, rounded up, or such other investment as determined by the Benefit Administration Committee. All gains and losses will be based upon the performance of the investments selected by the participant from the date the deferral is first credited to the nominal account. If the Company elects to fund its obligation as discussed below, then investment performance will be based on the balance as determined by the record keeper.

(g)

The amount of any Deferred Annual Award is to be satisfied from the general corporate funds of the company on whose payroll the Plan participant was enrolled prior to the payout beginning and are subject to the claims of general creditors. This is an unfunded nonqualified deferred compensation plan. To the extent the Company or Subsidiary, as applicable, elects to place funds with a trustee to pay its future obligations under this Plan, such amounts are placed for the convenience of the Company or Subsidiary, remain the property of the Company or Subsidiary and the participant shall have no right to such funds until properly paid in accordance with the provisions of this Plan. For administrative ease and convenience, such amounts may be referred to as participant accounts, but as such are a notional account only and are not the property of the participant. Such amounts remain subject to the claims of the creditors of the Company or Subsidiary.

8

(h) Payment in the Event of an Unforeseeable Emergency. The participant may request that payments commence immediately upon the occurrence of an unforeseeable emergency as that term is defined in Code Section 409A and any applicable regulations. Generally, an unforeseeable emergency is a severe financial hardship resulting from an illness or accident of the participant or the participant’s spouse or dependent, loss of the participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the participant. A distribution on account of unforeseeable emergency may not be made to the extent that such emergency is or may be relieved through reimbursement or compensation from insurance or otherwise, by liquidation of the participant’s assets (without causing severe financial hardship), or by cessation of deferrals under this arrangement, the Savings Plan or other arrangements. Distributions because of an unforeseeable emergency shall not exceed the amount permitted under Section 409A and accordingly are limited to the amount reasonably necessary to satisfy the emergency need (after use of insurance proceeds, liquidation of assets, etc.) plus an amount to pay taxes reasonably anticipated as a result of the distribution. In the event any payment is made due to an unforeseeable emergency, all deferral elections for the current Performance Year will cease and the participant will not be eligible to make any deferral elections under this Plan for the following Performance Year. For any participant receiving a hardship withdrawal under the Savings Plan, all deferral elections under this Plan for the current Performance Year will cease and the participant will not be eligible to make any deferral elections under this Plan for the following Performance Year.

4.3 Payment in the Event of Death.

(a)

A participant may name the beneficiary of his or her choice on a beneficiary form provided by the Company or record keeper, and the beneficiary shall receive, within 90 days of the participant’s death, in a single sum, all payments credited to the participant in the event that the participant dies prior to receipt of Deferred Annual Awards. If a beneficiary is not named or does not survive the participant, the payment will be made to the participant’s estate. In no event may any recipient designate a year of payment for an amount payable upon the death of the participant.

(b)

A participant may change beneficiaries at any time, and the change will be effective as of the date the plan record keeper or Company accepts the form as complete. Neither the Company nor the applicable Subsidiary will be liable for any payments made before receipt and acceptance of a written beneficiary request.

9

V.	CHANGE OF STATUS
	Payments in the event of a change in status will not be made if no Annual Awards are made for the Performance Year.

5.1	Pro-Rata Annual Awards. A new Officer/Employee participant, whether hired or promoted to the position, or an Officer/employee promoted to a higher salary grade during the Performance Year will receive a pro rata Annual Award based on the percentage of the Performance Year in which the employee is in a particular salary grade. An Officer/Employee participant whose salary grade has been lowered, but whose employment is not terminated during the Performance Year will receive a pro rata Annual Award based on the percentage of the Performance Year in which the employee is in a particular salary grade.
5.2	Termination. An Officer/Employee participant whose employment is terminated pursuant to a violation of the Company code of conduct or other corporate policies will not be considered for or receive an Annual Award.
5.3	Resignation. An Officer/Employee participant who resigns prior to payment (during or after a Performance Year) will not be eligible for an Annual Award. If the resignation is due to reasons such as a downsizing or reorganization, or the ill health of the employee or ill health in the immediate family, the employee may petition the Plan Administrator and may be considered, in the discretion of the Plan Administrator, for a pro rata Annual Award. The Plan Administrator’s decision to approve or deny the request for a pro rata Annual Award shall be final.
5.4	Death, Disability, Retirement, Leave of Absence. An Officer/Employee participant whose status as an active employee is changed during the Performance Year due to death, Disability, Retirement, or Leave of Absence will receive a pro rata Annual Award. An Officer/Employee participant whose employment is terminated following the Performance Year but prior to payment due to death, Disability or Retirement will continue to be eligible for an Annual Award for the Performance Year. Any such payment or Annual Award payable due to the death of the Officer/Employee participant will be made to the named beneficiary, or if no beneficiary is named or if the beneficiary doesn’t survive the Officer/Employee participant, then to the Officer/Employee participant’s estate no later than March 15 following the applicable Performance Year. Notwithstanding the above, an Officer/Employee participant who retires, is on disability or Leave of Absence and who becomes employed by a competitor of CMS Energy or Consumers Energy or their subsidiaries or affiliates prior to award payout will forfeit all rights to an Annual Award, unless prior approval of such employment has been granted by the Committee. A “competitor” shall mean an entity engaged in the business of (1) selling (a) electric power or natural gas at retail or wholesale within the State of Michigan or (b) electric power at wholesale within the market area in which an electric generating plant owned by a subsidiary or affiliate of

10

	CMS Energy is located or (2) developing an electric generating plant within the State of Michigan or a market area in which an electric generating plant owned by a subsidiary or affiliate of CMS Energy is located.
5.5	Clawback.

(a)

If, due to a restatement of CMS Energy’s or an Affiliate’s publicly disclosed financial statements or otherwise, an Officer or Employee is subject to an obligation to make a repayment or return of benefits to CMS Energy or an Affiliate pursuant to a clawback provision contained in this Plan, a supplemental executive retirement plan, the Performance Incentive Stock Plan, or any other benefit plan (a “benefit plan clawback provision”) of the Company, it shall be a precondition to the payment of any award under this Plan, that the Officer or Employee fully repay or return to the Company any amounts owing under such benefit plan clawback provision. Any and all awards under this Plan are further subject to any provision of law which may require the Officer or Employee to forfeit or return any benefits provided hereunder, in the event of a restatement of the Company’s publicly disclosed accounting statements or other illegal act, whether required by Section 304 of the Sarbanes-Oxley Act of 2002, federal securities law (including any rule or regulation promulgated by the Securities and Exchange Commission), any state law, or any rule or regulation promulgated by the applicable listing exchange or system on which the Company lists its traded shares.

(b)

To the degree any benefits hereunder are not otherwise forfeitable pursuant to the preceding sentences of this Section 5.5, the Board or a Committee delegated authority by the Board (“delegated Committee”), may require the Officer or Employee to return to the Company or forfeit any amounts granted under this Plan, if:

1.	the grant of such compensation was predicated upon achieving certain financial results which were subsequently the subject of a substantial accounting restatement of the Company’s financial statements filed under the securities laws (a “financial restatement”),
2.	a lower payout or Annual Award (“reduced financial results”), would have occurred based upon the financial restatement, and
3.	in the reasonable opinion of the Board or the delegated Committee, the circumstances of the financial restatement justify such a modification of the Annual Award. Such circumstances may include, but are not limited to, whether the financial restatement was caused by misconduct, whether the financial restatement affected more than one period and the reduced financial results in

11

one period were offset by increased financial results in another period, the timing of the financial restatement or any required repayment, and other relevant factors.

Unless otherwise required by law, the provisions of this Subsection (b) relating to the return of previously paid Plan benefits shall not apply unless a claim is made therefore by the Company within three years of the payment of such benefits.

(c) The Board or delegated Committee shall also have the discretion to require a clawback in the event of a mistake or accounting error in the calculation of a benefit or an award that results in a benefit to an eligible individual to which he/she was not otherwise entitled. The rights set forth in this Plan concerning the right of the Company to a clawback are in addition to any other rights to recovery or damages available at law or equity and are not a limitation of such rights.

VI. MISCELLANEOUS

6.1	Impact on Benefit Plans. Payments made under the Plan will be considered as earnings for the Supplemental Executive Retirement Plans but not for purposes of the Employees’ Savings Plan, Pension Plan, or other employee benefit programs.
6.2	Impact on Employment. Neither the adoption of the Plan nor the granting of any Annual Award under the Plan will be deemed to create any right in any individual to be retained or continued in the employment of the Company or any corporation within the Company’s control group.
6.3	Termination or Amendment of the Plan. The Board of Directors of the CMS Energy Corporation may amend or terminate the Plan at any time. Upon termination, any Deferred Annual Award accrued under the Plan will remain in the Plan and be paid out in accordance with the payment options previously selected. The Plan Administrator is authorized to make any amendments that are deemed necessary or desirable to comply with any applicable laws, regulations or orders or as may be advised by counsel or to clarify the terms and operation of the Plan. The Company may terminate the Plan and accelerate payment of any deferred benefits under the Plan if it acts consistent in all respects with the requirements of Code Section 409A and any applicable regulations with respect to when a terminated plan may accelerate payment to a participant.
6.4	Governing Law. The Plan will be governed and construed in accordance with the laws of the State of Michigan.
6.5	Dispute Resolution. Any disputes related to the Plan must be brought to the Plan Administrator. The Plan Administrator is granted full discretionary authority to apply the terms of the Plan, make administrative rulings, interpret the Plan and make any other determinations with respect to the Plan. If the Plan Administrator

12

makes an adverse determination and the participant disagrees with or wishes to appeal the determination, the participant must appeal the decision to the Plan Administrator, in writing and not later than 60 days from when the determination was mailed to the participant. If the participant does not timely appeal the original determination, the participant has no further rights under the Plan with respect to the matter presented in the claim. If the participant appeals the original determination and that appeal does not result in a mutually agreeable resolution, then the dispute shall be subject to final and binding arbitration before a single arbitrator selected by the parties to be conducted in Jackson, Michigan, provided the participant makes such request for arbitration in writing within 30 days of the final decision by the Plan Administrator. The arbitration will be conducted and finished within 90 days of the selection of the arbitrator. The parties shall share equally the cost of the arbitrator and of conducting the arbitration proceeding, but each party shall bear the cost of its own legal counsel and experts and other out-of-pocket expenditures. The arbitrator must use an arbitrary and capricious standard of review when considering any determinations and findings by the Plan Administrator.

VII. AMENDMENT TO REFLECT CODE SECTION 409A

7.1 Code Section 409A. This Plan has been amended, effective as of January 1, 2005, to comply with the requirements of Section 409A of the Code. To the extent counsel determines additional amendments may be reasonable or desirable in order to comply with Code Section 409A, and any other applicable rules, laws and regulations, such changes shall be authorized with the approval of the Plan Administrator.

13

EX-10.F

Exhibit 10(f)

Change in Control Agreement

Tier IV

Tier IV Change in Control as of March 2010

Contents

Article 1. Establishment, Term, and Purpose	1
Article 2. Definitions	2
Article 3. Change in Control Severance Benefits	9
Article 4. Notice of Termination; Resignation as Officer and Director	12
Article 5. Restrictive Covenants and Clawback	13
Article 6. Excise Tax	16
Article 7. Dispute Resolution and Notice	17
Article 8. Successors and Assignment	18
Article 9. Miscellaneous	19
Exhibit A. General Release Agreement	23

Tier IV Change in Control as of March 2010

Change in Control Agreement

     THIS CHANGE IN CONTROL AGREEMENT (hereinafter referred to as this “Agreement”) is made, entered into, and effective as of                     , 20___(hereinafter referred to as the “Effective Date”), by and between                                         , a Michigan corporation, (hereinafter referred to as the “Employer”) and                                                               (hereinafter referred to as the “Executive”).

     WHEREAS, the Board of Directors of CMS Energy Corporation, a Michigan corporation (hereinafter referred to as “CMS Energy Corporation”) has approved entering into change in control agreements with certain key executives as being necessary and advisable for the success of CMS Energy Corporation;

     WHEREAS, the Executive is currently employed at                                         , by the Employer in a key management position as                                         ;

     WHEREAS, the Board of Directors of CMS Energy Corporation wants to provide the Executive with a measure of financial security in the event of a change in control of CMS Energy Corporation as defined in this Agreement; and

     WHEREAS, both the Executive and the Employer seek to have any proposal involving a change in control of CMS Energy Corporation as defined in this Agreement be considered by the Executive objectively and with reference only to the business interests of CMS Energy Corporation and its shareholders.

     NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements of the Executive and the Employer and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Executive and the Employer, intending to be legally bound, agree as follows:

Article 1. Establishment, Term, and Purpose

     This Agreement will commence on the Effective Date and shall continue in effect until December 31, 2010. However, at December 31, 2010, and, if extended, at the end of each additional year thereafter, the term of this Agreement shall be extended automatically for one (1) additional year, unless the Committee (as defined in Section 2.13 herein) delivers notice six (6) months prior to the end of such term, or extended term, to the Executive, stating that the Agreement will not be extended. In such case, the Agreement will terminate at the end of the term, or extended term, then in progress. However, in the event of a Change in Control (as defined in Section 2.10 herein) of CMS Energy Corporation, the term of this Agreement shall automatically be extended to the earlier of (i) the date that is two (2) years from the date of the Change in Control if the current term of this Agreement has less than two (2) full years

1

Tier IV Change in Control as of March 2010

remaining until its expiration or (ii) the date the Executive attains age 65. If the term of this Agreement is not extended, the Employer is not obligated to pay any severance benefits under Section 3.2 herein for a Change in Control that happens after the expiration of the term of this Agreement. In addition, notwithstanding the above, any obligation of the Employer arising during the term of this Agreement shall survive the termination of this Agreement until paid in full, provided that the Executive has provided or received a Notice of Termination within the applicable time limitations under Section 2.26 herein. Notwithstanding the forgoing, the obligations of the Executive under Article 5 herein shall continue in effect and survive the expiration of the term of this Agreement.

Article 2. Definitions

     Whenever used in this Agreement, the following terms shall have the meanings set forth below:

2.1	“Affiliate” has the meaning set forth in Rule 12b-2 under the Exchange Act.
2.2	“Agreement” means this agreement, including the “whereas” clauses and Exhibit A.
2.3	“Base Annual Salary” means the greater of the Executive’s full annual salary, whether or not any portion thereof is paid on a deferred basis, at: (i) the Effective Date of Termination, or (ii) at the date of the Change in Control. It does not include any incentive compensation in any form, bonuses of any type or any other form of monetary or nonmonetary compensation other than salary.
2.4	“Beneficial Owner” has the meaning set forth in Rule 13d-3 under the Exchange Act.
2.5	“Beneficiary” means the persons or Entities designated by the Executive pursuant to Section 9.5 herein.
2.6	“Benefit plan clawback provision” has the meaning set forth in Section 5.1(g) herein.
2.7	“Bonus-based payment” has the meaning set forth in Section 5.1(g) herein.
2.8	“Board” means the Board of Directors of CMS Energy Corporation.
2.9	“Cause” is determined solely by the Committee in the exercise of good faith and reasonable judgment, and means the occurrence of any one or more of the following:

(a) The continued failure by the Executive to substantially perform his or her duties of employment (other than any such failure resulting from the Executive’s Disability), after a demand for substantial performance is delivered to the Executive that identifies the manner in which the Committee believes that the Executive has not substantially performed his or her duties,

2

Tier IV Change in Control as of March 2010

and the Executive has failed to remedy the situation within a reasonable period of time specified by the Committee which shall not be less than 30 days; or

(b)	The Executive’s (i) indictment for a felony or (ii) a conviction for a misdemeanor involving fraud, embezzlement, theft, misappropriation, or failure to be truthful; or
(c)	The Executive’s (i) gross negligence, (ii) failure or refusal, on request or demand by the Employer or any governmental authority, to provide testimony to or to cooperate with any governmental regulatory authority, or any other similar non-cooperation by the Executive, (iii) willful engaging in misconduct materially or demonstrably injurious to the business or reputation (by adverse publicity or otherwise) of CMS Energy Corporation or its Affiliates, monetarily or otherwise, or (iv) violation of a material provision of the Employer’s code of conduct and code of ethics, including but not limited to violations of the Employer’s policies relating to substance abuse and discrimination; or
(d)	The Executive’s breach of the terms of Article 5 herein.

	However, for purposes of clause (c), no act or failure to act on the Executive’s part shall be considered “willful” if done, or omitted to be done, by the Executive (i) in good faith and (ii) with reasonable belief that his or her action or omission was in the best interest of CMS Energy Corporation or its Affiliates.
2.10	“Change in Control” means a change in control of CMS Energy Corporation, and shall be deemed to have occurred upon the first to occur of any of the following events:

(a)

Any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of CMS Energy Corporation (not including in the securities beneficially owned by such Person any securities acquired directly from CMS Energy Corporation or its Affiliates) representing thirty percent (30%) or more of the combined voting power for the election of directors of CMS Energy Corporation’s then outstanding equity securities with the power under ordinary circumstances to vote for the election of directors, excluding any Person who becomes such a Beneficial Owner in connection with a transaction described in clause (i) of Section 2.10 (c) below; or

(b)

The following individuals cease for any reason to constitute a majority of directors then serving: individuals who, on the Effective Date, constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of CMS Energy Corporation) whose appointment or election by the Board or nomination for election by CMS Energy Corporation’s stockholders was

3

Tier IV Change in Control as of March 2010

	approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on the Effective Date or whose appointment, election or nomination for election was previously so approved or recommended; or
(c)	The consummation of a merger or consolidation of CMS Energy Corporation or any direct or indirect subsidiary of CMS Energy Corporation with any other corporation or other entity, other than: (i) any such merger or consolidation which involves either CMS Energy Corporation or any such subsidiary and would result in the voting securities of CMS Energy Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of CMS Energy Corporation or its Affiliates, at least fifty-one percent (51%) of the combined voting power of the voting securities of CMS Energy Corporation or the surviving entity or any parent thereof outstanding immediately after such merger or consolidation and immediately following which the individuals who comprise the Board immediately prior thereto constitute at least a majority of the board of directors of CMS Energy Corporation, the entity surviving such merger or consolidation or, if CMS Energy Corporation or the entity surviving such merger is then a subsidiary, the ultimate parent thereof; or (ii) a merger or consolidation effected to implement a recapitalization of CMS Energy Corporation (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of CMS Energy Corporation (not including in the securities beneficially owned by such Person any securities acquired directly from CMS Energy Corporation or its Affiliates) representing thirty percent (30%) or more of the combined voting power of CMS Energy Corporation’s then outstanding securities; or
(d)	Either (1) the stockholders of CMS Energy Corporation approve a plan of complete liquidation or dissolution of CMS Energy Corporation and such plan is consummated, or (2) there is consummated an agreement for the sale, transfer or disposition by CMS Energy Corporation of all or substantially all of CMS Energy Corporation’s assets (or any transaction having a similar effect). For purposes of clause (d)(2), (i) the sale, transfer or disposition of a majority of the shares of common stock of Consumers Energy Company shall constitute a sale, transfer or disposition of substantially all of the assets of CMS Energy Corporation and (ii) the sale, transfer or disposition of subsidiaries or affiliates of CMS Energy Corporation, singly or in combinations, or their assets, only qualifies as a Change in Control if it satisfies the substantiality test contained in that clause and the Board of CMS Energy Corporation’s determination in that regard is final. In addition, for purposes of clause (d)(2), the sale, transfer or disposition of assets has to be in a transaction or series of transactions closing within six (6) months after the

4

Tier IV Change in Control as of March 2010

closing of the first transaction in the series, other than with an entity in which at least fifty-one (51%) of the combined voting power of the voting securities is owned by stockholders of CMS Energy Corporation in substantially the same proportions as their ownership of CMS Energy Corporation immediately prior to such transaction or transactions and immediately following which the individuals who comprise the Board immediately prior thereto constitute at least a majority of the board of directors of the entity to which such assets are sold, transferred or disposed or, if such entity is a subsidiary, the ultimate parent thereof.

	Notwithstanding the foregoing clauses (a), (c) and (d), a “Change in Control” shall not be deemed to have occurred by virtue of the consummation of any transaction or series of integrated transactions closing within six (6) months after the closing of the first transaction in the series immediately following which the record holders of the common stock of CMS Energy Corporation immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in an entity which owns all or substantially all of the assets of CMS Energy Corporation immediately following such transaction or series of transactions.
2.11	“Change in Control Severance Benefits” has the meaning ascribed to the same in Article 3 herein.
2.12	“Code” means the United States Internal Revenue Code of 1986, as amended, and any successors thereto.
2.13	“Committee” means the Compensation and Human Resources Committee of the Board or any other committee appointed by the Board to perform the functions of the Compensation and Human Resources Committee. The Committee is responsible for the administration of this Agreement and shall interpret and apply the provisions of this Agreement. Notwithstanding the above, the Committee may obtain and rely upon advice from consultants, attorneys and advisors of its choice in making determinations concerning this Agreement.
2.14	“Direct Competitor” has the meaning set forth in Section 5.1(a) herein.
2.15	“Disability” means a determination by the insurer or third-party administrator under an individual and/or group disability policy covering the Executive that the Executive is totally and permanently disabled as defined in the policy, or if there is no such coverage, then a disability that satisfies the requirements of total and permanent disability under Section 22(e) of the Code.
2.16	“Effective Date” means the date of this Agreement set forth in the first paragraph of this Agreement.
2.17	“Effective Date of Termination” means the first day of any month following the date on which a Qualifying Termination occurs, as provided under Section 2.28

5

Tier IV Change in Control as of March 2010

	herein, which triggers the payment of Change in Control Severance Benefits hereunder. Such first day of such month shall be specified in the Notice of Termination. If Executive is otherwise eligible for retirement, he or she may elect to retire on the Effective Date of Termination without waiving any Change in Control Severance Benefits to which he or she may be entitled pursuant to this Agreement.
2.18	“Employer” means the corporation named in the first paragraph of this Agreement as the Employer.
2.19	“Entity” means any corporation, partnership, limited liability company, joint venture, sole proprietorship or firm.
2.20	“Exchange Act” means the United States Securities Exchange Act of 1934, as amended.
2.21	“Excess Parachute Payment” and “Parachute Payment” have the meanings set forth in Section 6.1 herein.
2.22	“Excise Tax” has the meaning set forth in Section 6.1 herein.
2.23	“Executive” means the individual named in the first paragraph of this Agreement.
2.24	“Exempt Person” has the meaning set forth in Section 5.1(b) herein.
2.25	“Good Reason” exists only on the date of a Change in Control or during the twenty-four (24) months which follow a Change in Control and means, without the Executive’s express prior consent, the occurrence of any one or more of the following:

(a)

The assignment to the Executive of duties materially inconsistent with the Executive’s position (including status, offices, titles, and reporting requirements), authority, duties or responsibilities as in effect on the Effective Date, or any action by the Employer which results in a material diminution of the Executive’s position, authority, duties, or responsibilities as constituted as of the Effective Date (excluding an isolated, insubstantial, and inadvertent action which is remedied by the Employer promptly after receipt of notice thereof given by the Executive), provided, however that a Change in Control which results in the Employer becoming controlled by another Entity, after which the Executive’s position, authority, duties or responsibilities do not, taken as a whole, change (except in respect of the Persons or Entities to which he or she reports or the duties he or she performs due to becoming controlled by such other Entity), shall not constitute a material change in the Executive’s position, authority, duties or responsibilities; or

(b)

Materially reducing the Executive’s Base Salary; or

6

Tier IV Change in Control as of March 2010

(c)	Materially reducing the Executive’s targeted annual incentive opportunity; or
(d)	Materially reducing the Executive’s targeted long-term incentive opportunity; or
(e)	A material failure to maintain the Executive’s aggregate amount of benefits under, or relative level of participation in, employee benefit or retirement plans, policies, practices, or arrangements of a material nature available to employees of CMS Energy Corporation and its Affiliates and in which the Executive participates as of the date of a Change in Control; or
(f)	A material breach of this Agreement by the Employer which is not remedied by the Employer after receipt of notice of such breach delivered by the Executive to the Committee; or
(g)	Any successor company fails or refuses to assume the obligations owed to Executive under this Agreement in their entirety, as required by Section 8.1 herein; or
(h)	The Executive is required to be based at a location in excess of thirty-five (35) miles from both (i) the Executive’s primary residence and (ii) the location of the Executive’s principal job location or office, both immediately prior to a Change in Control, except for required travel on the Employer’s or CMS Energy Corporation’s business to an extent substantially consistent with the Executive’s prior business travel obligations.

Notwithstanding the above, (i) no amendment of, or termination and replacement of, any annual or long term incentive plan, or benefit or retirement plan, policy, practice or arrangement referred to in (c) (d) or (e) above, shall be deemed to constitute Good Reason so long as the opportunities or amounts referred to therein remain unchanged after such amendment or such termination and replacement; and (ii) the Executive must provide notice to the Employer of the existence of Good Reason not more than ninety (90) days after the initial existence of the circumstance that constitutes Good Reason as set forth above and provide a period of thirty (30) days for the Employer to remedy the circumstance giving rise to the Good Reason and thus not have to pay the Change in Control Severance Benefits as provided for under Section 3.2 herein; provided, however, that the failure by the Executive to give such notice within such ninety (90) days shall constitute a waiver of such Good Reason by the Executive in that instance. The remedying of any circumstances by Employer or the failure of the Executive to give such notice as aforesaid, shall not impair Executive’s right to claim Good Reason based upon a recurrence of such circumstances or the occurrence of different circumstances within the time period (twenty-four (24) months following a Change in Control) specified in the first sentence of this section. All provisions and interpretations relating to Good Reason are to be applied consistent with Section 409A of the Code and the applicable Treasury Regulations at Section 1.409A-1(n)(2), and their successors (“Section 409A”).

7

Tier IV Change in Control as of March 2010

2.26	“Notice of Termination” shall be provided for a Qualifying Termination and shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon, and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for a Qualifying Termination. The notice shall provide a specific date (i) on which a Qualifying Termination has occurred and (ii) designated as the Effective Date of Termination. Such Notice of Termination when provided by the Executive for Good Reason as set forth in Section 2.25 herein (prior to the expiration of the ninety (90) day notice and after the thirty (30) day cure period described in Section 2.25 herein) shall be consistent with the requirements of Section 409A.
2.27	“Person” shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof, including a “group” as provided in Section 13(d).
2.28	“Qualifying Termination” means:

(a)	A termination of the Executive’s employment by the Employer on the date of a Change in Control or during the twenty-four (24) months which follow a Change in Control for reasons other than death, Disability, or Cause pursuant to a Notice of Termination delivered to the Executive by the Employer; or
(b)	A termination by the Executive for Good Reason on the date of a Change in Control or during the twenty-four (24) months which follow a Change in Control pursuant to a Notice of Termination delivered to the Employer by the Executive.

2.29	“Reduced Payment Amount” has the meaning set forth in Section 6.2 herein.
2.30	“Release” means the signed release of claims and resignation of all positions as an officer or director of the Employer and any company affiliated with the Employer, which shall be substantially in the form attached hereto as Exhibit A.
2.31	“Section 409A” has the meaning set forth in Section 2.25 herein.
2.32	“SERP” means the retirement plan applicable to the Executive and entitled “Supplemental Executive Retirement Plan for the Employees of CMS Energy/Consumers Energy Company,” dated December 1, 2007, as amended, or under the successor or replacement of such retirement plan if it is then no longer in effect. [For the Executives covered under the defined contribution supplemental executive retirement plan, the following definition shall be used: “means the retirement plan applicable to the Executive and entitled “Defined Contribution Supplemental Executive Retirement Plan” dated December 1, 2007, as amended, or

8

Tier IV Change in Control as of March 2010

	under the successor or replacement of such retirement plan if it is then no longer in effect.]
2.33	“Total Payments” has the meaning set forth in Section 6.1 herein.

Article 3. Change in Control Severance Benefits

3.1 Right to Change in Control Severance Benefits.

(a)	Change in Control Severance Benefits. The Executive shall be entitled to receive from the Employer Change in Control Severance Benefits, as described in Section 3.2 herein, if a Qualifying Termination of the Executive’s employment satisfying the definitions contained in Section 2.28(a) or (b) herein has occurred on the date of a Change in Control or within twenty-four (24) months immediately following a Change in Control. Benefits received by the Executive under the pension plan and SERP (or any replacement or successor plans thereto) shall not be used as an offset to the level of Change in Control Severance Benefits owed to Executive. The Effective Date of Termination will be the date the Executive experiences a separation from service with the service recipient, as those terms are defined under Section 409A.
(b)	No Change in Control Severance Benefits. The Executive shall not be entitled to receive Change in Control Severance Benefits under this Agreement if the Executive’s employment with the Employer ends for reasons other than a Qualifying Termination.
(c)	Waiver and Release. The Executive shall sign and return to the Employer a Release to be eligible for payment of Change in Control Severance Benefits under Section 3.2 herein. Attached hereto as Exhibit A and incorporated by reference in this Agreement is the form of release Executive shall sign and return to qualify for Change in Control Severance Benefits under this Agreement. No payment will be made until the seven (7) day right to revocation of the Release has elapsed.
(d)	No Duplication of Severance Benefits. If the Executive receives Change in Control Severance Benefits, any other severance benefits received by employees not covered by this Agreement, if any, to which the Executive is entitled shall be reduced on a dollar-for-dollar basis with respect to Change in Control Severance Benefits paid pursuant to this Agreement so that there is no duplication of severance benefits.

3.2 Description of Change in Control Severance Benefits. In the event the Executive becomes entitled to receive Change in Control Severance Benefits, as provided in Section 3.1(a) herein, the Employer (subject to Section 3.1(c)) shall provide the Executive with the following:

9

Tier IV Change in Control as of March 2010

(a)

A lump-sum amount paid within thirty (30) calendar days following the Effective Date of Termination equal to the sum of the Executive’s unpaid salary, unreimbursed business expenses, and unreimbursed allowances owed to the Executive through and including the Effective Date of Termination. In the event the Executive is terminated following a performance year under the Officer Incentive Compensation Plan but prior to payment of a bonus for such year, the Executive will not forfeit such bonus but shall receive any payment when the same is paid to active employees. To the extent, if any, the Executive has elected to defer any bonus, any payments due under this provision corresponding to the amount of the deferral shall be paid or deferred in accordance with the terms elected by the Executive with respect to said plan under which the bonus is deferred.

(b)

A lump-sum amount, paid within thirty (30) calendar days following return of the signed Release (but not prior to the lapse of the seven (7) day revocation period), which shall be provided not more than fifteen (15) days after delivery to the Employer or delivery to the Executive, as applicable, of a Notice of Termination, equal to [three (3)] [two (2)] times the sum of the following: (A) the Executive’s Base Annual Salary and (B) the Executive’s annual target bonus opportunity for the plan year in which the Qualifying Termination occurs. Notwithstanding the above, to the extent that at the time of the Qualifying Termination the Executive is age [62] [63] or older, the amount payable under this provision shall be equal to the product of (x) the sum of A and B above, multiplied by (y) a fraction the numerator of which shall be equal to the number of full and partial months during the period commencing on the Effective Date of Termination and ending on the Executive’s 65th birthday and the denominator of which shall be [thirty-six (36)] [twenty-four (24)]. . Prior to such reduction, the Committee shall determine that the Executive is a bona fide executive as that term is defined in the Age Discrimination in Employment Act (“ADEA”) and that the other provisions relating to mandatory retirement of an executive under ADEA are satisfied.

10

Tier IV Change in Control as of March 2010

(c)	A lump-sum amount, paid within thirty (30) calendar days following return of the signed Release (but not prior to the lapse of the seven (7) day revocation period), which shall be provided not more than fifteen (15) days after delivery to the Employer (but not earlier than the expiration of the thirty (30) day cure period, if applicable) or delivery to the Executive, as the case may be, of a Notice of Termination, equal to the Executive’s annual target bonus opportunity for the plan year in which the Qualifying Termination occurs adjusted on a pro rata basis for the number of days that have elapsed to the Effective Date of Termination during such plan year (as compared to the total plan year, 365 days.) To the extent, if any, the Executive has elected to defer any bonus under the applicable bonus plan, any payments due under this provision corresponding to the amount of the deferral shall be paid in accordance with the payment terms elected by the Executive with respect to the plan under which the bonus is deferred.
(d)	The Executive and the Employer agree that a portion of the lump-sum amount, payable under (b) above, shall be as consideration for the Executive entering into the noncompete and other restrictive covenants as described in Article 5 herein. The value of the consideration for the noncompete and other restrictive covenants will be determined by an independent valuation consultant selected by the Committee for the sole purpose of determining what portion of the total consideration (which total shall not change as a result of such computation) should, on the basis of value, be allocated to the noncompete and other restrictive covenants as described in Article 5 herein.
(e)	The Employer shall provide the Executive continued health coverage or, at Employer’s option, payments to defray the cost of continued health coverage for [twenty-four (24)] [thirty-six (36] months following the Effective Date of Termination, generally in accordance with rules and provisions under the Consolidated Omnibus Budget Reconciliation Act of 1985, provided that (i) the Employer shall pay 100% of the monthly cost of such continued health coverage during such [twenty-four (24)] [thirty-six (36)] — month period and (ii) such continued health coverage shall terminate when the Executive becomes eligible for comparable health coverage under a new employer.
(f)	Immediate extension (as allowable by Section 6.10 of Article VI of the plan entitled “CMS Energy Corporation Performance Incentive Stock Plan,” dated December 3, 1999, as amended) by one (1) year after the Effective Date of Termination of the period for the Executive to exercise any outstanding stock options or stock appreciation rights granted by the Committee to Executive pursuant to said Article VI, subject to earlier termination of such option or stock appreciation right in accordance with the terms of such plan.
(g)	Immediate vesting and distribution to the Executive (as allowable by the second sentence of Section 7.2(h) of Article VII of the plan entitled “CMS Energy Corporation Performance Incentive Stock Plan (PISP))” dated

11

Tier IV Change in Control as of March 2010

	December 3, 1999, as amended) within forty-five (45) days after delivery of the Notice of Termination of all outstanding shares of restricted stock previously awarded to Executive pursuant to said Article VII. Any portion of an award of restricted stock subject to future performance goals based on absolute total shareholder return, will vest as if the target performance had been achieved. The portion of any award based on relative shareholder return will vest pro rata based upon the number of days into the performance period up to the Change in Control date, using the target number of shares as the basis for the pro ration. For any award of restricted stock that is tenure based, the number of shares distributed to the Executive shall assume that all requirements with respect to tenure are satisfied by the Executive. Otherwise, the terms of said plan shall govern and be applied.
(h)	If the Executive is a participant in the SERP, the Executive’s retirement benefits under the SERP will become fully vested as of the Effective Date of Termination and shall not be subject to further vesting requirements or to any forfeiture provisions. In addition the Executive shall be provided the following: (i) an additional thirty-six (36) [24] months of Preference Service (as defined in the SERP) for purposes of the SERP in accordance with Section III of the SERP, subject, however, to the total of Preference Service plus Accredited Service being limited to a maximum of thirty-five (35) years under the SERP, and (ii) one third [half] of the amount paid to the Executive pursuant to clause (b) of this Section 3.2 shall be considered a year of Earnings plus Incentive Compensation (as the terms are defined in the SERP) for each of three [two] (3)[(2)] plan years and shall be included when determining the highest five years for purposes of computing Final Executive Pay under the SERP (as defined in the SERP). [Note: For persons with 2 years of benefits under section 3.2(b), use bracketed substitute items in prior sentence] [For an executive in the defined contribution supplemental executive retirement plan the following replaces the above: “If the Executive is a participant in the SERP, the Executive’s account balance under the SERP will become fully vested as of the Effective Date of Termination and shall not be subject to further vesting requirements or to any forfeiture provisions. The Executive shall have added to his or her account balance under the SERP, within fifteen (15) days of delivery of the Notice of Termination, an amount equal to fifteen percent (15%) [10% in the case of those Executives in salary grades E-3 or E-4] of the amount paid to the Executive under clauses (b) and (c) of this Section 3.2.”]
(i)	For purposes of (1) the Executive’s retirement, (2) the SERP and (3) benefits not expressly discussed in clauses (a) through (h) of this Section 3.2, but which are available to the general employee population or available only to officers and implemented with contracts with third parties, the benefit plan descriptions covering all employees and the retirement plan and the SERP plan descriptions and contracts with third parties covering officers in place at the time of the Effective Date of Termination control the Executive’s treatment under those

12

Tier IV Change in Control as of March 2010

plans and contracts. All rights of the Executive to indemnification as an officer or an employee will be determined under any applicable indemnification policy in effect at the time the matter giving rise to the need for indemnification is alleged to have occurred, or at the time immediately before the Change in Control, at the election of the Executive. For any other benefits only available to officers, if those benefits are not expressly discussed in clauses (a) through (h) of this Section 3.2, those benefits are terminated for the Executive as of the Effective Date of Termination.

Article 4. Notice of Termination; Resignation As Officer and Director

4.1

Any Qualifying Termination of the Executive’s employment shall be communicated by a Notice of Termination which shall indicate the specific termination provision in this Agreement relied upon, and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for a Qualifying Termination. The Notice of Termination shall also provide a specific date (i) on which a Qualifying Termination has occurred and (ii) that is designated as the Effective Date of Termination.

4.2

On or before the Effective Date of Termination, the Executive shall submit to the Employer his or her written resignation as (i) an officer of the Employer and of all Affiliates and (ii) a member of the board of directors of the Employer and of all Affiliates.

Article 5. Restrictive Covenants and Clawback

5.1 The following shall apply after any termination (including, without limitation, due to retirement, disability or resignation for any reason) of the Executive’s employment, whether prior to or following a Change in Control:

(a)

Noncompetition. During the term of employment and for a period of twenty-four (24) months after the date of the termination of the Executive’s employment, the Executive shall not: (i) directly or indirectly, separately or acting or conspiring with any Person or Entity whether or not employed by CMS Energy Corporation or any of its Affiliates, engage in or prepare to engage in or have a financial or other interest in any business which is a Direct Competitor (as defined below); or (ii) serve as an employee, agent, partner, member, shareholder, director, or consultant, or in any other capacity whatsoever participate, engage, or have a financial or other interest in, any business which is a Direct Competitor; provided, however, that notwithstanding anything to the contrary contained in this Agreement, the Executive may own up to two percent (2%) of the outstanding shares of the capital stock of an Entity whose shares are registered under Section 12 of the Exchange Act.

A “Direct Competitor” means an Entity engaged in the business of (1)(a) selling electric power or natural gas at retail or wholesale within the State of Michigan

13

Tier IV Change in Control as of March 2010

 or (b) selling electric power at wholesale within the market area in which an electric generating plant owned by an Affiliate of CMS Enterprises Company is located or (c) storing natural gas within the State of Michigan or (d) generating, transmitting or distributing electricity or natural gas within the State of Michigan, or (2) developing an electric generating plant within the State of Michigan or a market area in which an electric generating plant owned by an Affiliate of CMS Enterprises Company is located. A “Direct Competitor” also means any Entity that the Committee designates as a Direct Competitor, prior to the termination date specified in a Notice of Termination, that it believes, in good faith, is a competitor to CMS Energy Corporation or its Affiliates.

(b)

Confidentiality. The Employer has advised the Executive and the Executive acknowledges that it is the policy of CMS Energy Corporation and its Affiliates to maintain as secret and confidential all Protected Information (as defined below), and that Protected Information has been and will be developed at substantial cost and effort to CMS Energy Corporation and its Affiliates. The Executive shall not at any time, directly or indirectly, divulge, furnish, or make accessible to any person or Entity (other than as may be required in the regular course of the Executive’s employment), nor use in any manner, either during the term of employment or after termination, for any reason, any Protected Information, or cause any such information of CMS Energy Corporation and its Affiliates to enter the public domain.

“Protected Information” means trade secrets, confidential and proprietary business information of CMS Energy Corporation and its Affiliates and any other information of CMS Energy Corporation and its Affiliates, including, but not limited to, customer lists (including potential customers), sources of supply, processes, plans, materials, pricing information, internal memoranda, marketing plans, internal policies, and products and services which may be developed from time to time by CMS Energy Corporation and its Affiliates and their agents or employees, including the Executive; provided, however, that information that is in the public domain (other than as a result of a breach of this Agreement), approved for release by CMS Energy Corporation or its Affiliates or lawfully obtained from third parties who are not bound by a confidentiality agreement with CMS Energy Corporation or its Affiliates, is not Protected Information. Notwithstanding the foregoing, nothing in this subsection is to be construed as prohibiting the Executive from providing information to a state or federal agency, legislative body or one of its committees or a court with jurisdiction when the Executive is legally required to do so, provided that promptly after being notified of such requirement the Executive notifies the Employer, or from disclosing Protected Information to the Executive’s spouse, attorney and/or his or her personal tax and financial advisors as reasonably necessary or appropriate to advance the Executive’s tax, financial and other personal planning (each an “Exempt Person”), provided, however, that any disclosure or use (beyond the specific purpose for which it was released to such Exempt Person) of Protected Information by an Exempt Person shall be deemed to be a breach of this Section

14

Tier IV Change in Control as of March 2010

	5.1(b) by the Executive.
(c)	Nonsolicitation. During the term of employment and for a period of twelve (12) months after the date of the termination of the Executive’s employment, the Executive shall not: (i) employ or retain or solicit for employment or arrange to have any other person or Entity employ or retain or solicit for employment or otherwise participate in the employment or retention of any person who (x) is an employee or consultant of CMS Energy Corporation or its Affiliates or (y) was an employee or consultant of CMS Energy Corporation or its Affiliates at any time during the twelve (12) month period immediately preceding the date of the occurrence of the activity described in clause (i); or (ii) solicit suppliers or customers of CMS Energy Corporation or its Affiliates or induce any such person to terminate their relationship with them.
(d)	Cooperation. The Executive shall fully and unconditionally cooperate with CMS Energy Corporation and its Affiliates and their attorneys in connection with any and all lawsuits, claims, investigations, or similar proceedings that have been or could be asserted at any time arising out of or related in any way to the Executive’s employment or activities on behalf of CMS Energy Corporation and its Affiliates.
(e)	Nondisparagement. The provisions of this Section 5.1(e) apply at all times following the termination of the Executive’s employment for any reason: The Executive shall not disparage CMS Energy Corporation or its Affiliates or their officers and/or directors, or otherwise make comments harmful to their reputations. The Executive further shall not testify or act in any capacity as a paid or unpaid expert witness, advisor or consultant or otherwise on behalf of any person or Entity that has or may have any claim, demand, action, suit, cause of action, or judgment against CMS Energy Corporation or its Affiliates, or in any regulatory agency proceeding in a manner adverse to their interests. The executive officers and directors of CMS Energy Corporation and its Affiliates shall not disparage the Executive or otherwise make comments harmful to the Executive’s reputation. Notwithstanding the foregoing, nothing in this Section 5.1(e) prohibits the Executive or representatives of CMS Energy Corporation or its Affiliates from testifying truthfully under oath in any judicial, administrative or legislative proceedings or in any arbitration, mediation or other similar proceedings where his or her testimony has been legally compelled or pursuant to Section 7.1 herein.
(f)	Return of the Employer Property. The Executive agrees that upon termination of employment he or she shall return all property of the Employer or any Affiliate now in his or her possession.
(g)	Clawback Relating to Illegal Acts or Restatement of Corporation’s Financial Statements. If, due to a restatement of CMS Energy Corporation’s or an Affiliate’s publicly disclosed financial statements or otherwise, the Executive is subject to an obligation to make a repayment to CMS Energy

15

Tier IV Change in Control as of March 2010

Corporation or an Affiliate pursuant to a clawback provision contained in a SERP Plan, the PISP, a bonus plan or other benefit plan (a “benefit plan clawback provision”) of CMS Energy Corporation or its Affiliate, it shall be a precondition to the obligation of Employer to make any payment under this Agreement, that the Executive fully repay to CMS Energy Corporation or its Affiliate any amounts owing under such benefit plan clawback provision. The payments under this Agreement are further subject to any provision of law which may require the Executive to forfeit or repay any benefits provided hereunder that are based upon a bonus or incentive compensation, or equity compensation, in the event of a restatement of CMS Energy Corporation’s or an Affiliate’s publicly disclosed accounting statements or other illegal act, whether required by Section 304 of the Sarbanes-Oxley Act of 2002, federal securities law (including any rule or regulation promulgated by the Securities and Exchange Commission), any state law, or any rule or regulation promulgated by the applicable listing exchange or system on which CMS Energy Corporation or an Affiliate lists its traded shares. To the degree any benefits hereunder are not otherwise forfeitable pursuant to the preceding sentences of this Section 5.1(g), the Board or Committee may require the Executive to repay to Employer any amounts paid under this Agreement that are computed on the basis of a target bonus or actual bonus under a bonus plan applicable to the Executive (a “bonus-based payment”), if the Board or Committee determines, on the basis of the clawback provisions in the bonus plan under which such bonus-based payments are computed, that the Executive would have been required to make a repayment of such bonus-based payments had they been paid to the Executive directly under such bonus plan rather than under this Agreement. The rights set forth in this Agreement concerning the right of CMS Energy Corporation, an Affiliate and/or Employer to a clawback are in addition to any other rights to recovery or damages available at law or equity and are not a limitation of such rights.

(h)

Enforcement. The parties to this Agreement acknowledge that the services of the Executive are unique and extraordinary and that a breach of any provision of this Section 5.1 will cause irreparable harm to the Employer. Accordingly, the Executive agrees that notwithstanding the provisions of Section 7.1 herein, the Employer has the right to seek to enforce the noncompete and other restrictive covenants contained in this Section 5.1 in a court of law or equity and the Executive hereby consents to the imposition of an injunction or a temporary restraining order or such other equitable relief as necessary to protect the rights of the Employer under this Agreement.

Article 6. Excise Tax

6.1 Excise Tax. In the event that the Executive becomes entitled to Change in Control Severance Benefits or any other payment or benefit under this Agreement, or under any other agreement, plan or arrangement for which Executive is eligible with (1) the Employer, (2) any Person or Entity whose actions result in a Change in Control, or

16

Tier IV Change in Control as of March 2010

	(3) CMS Energy Corporation or any of its Affiliates (all of such payments and benefits collectively referred to as the “Total Payments”), and if all or any part of the Total Payments will be subject to the tax (the “Excise Tax”) imposed by Sections 280G and 4999 of the Code (or any similar tax that may hereafter be imposed), then the payments and benefits to be paid or provided under this Plan may be reduced (or repaid to the Employer, if previously paid or provided) as provided below. In no event shall the Executive be entitled to receive a tax gross-up payment or Excise Tax reimbursement. For purposes of this Article 6 the terms “Excess Parachute Payment” and “Parachute Payment” will have the meanings assigned to them by Section 280G of the Code.
	For purposes of making all determinations required to be made under this Article 6 the Committee shall select in its sole discretion an accounting or other consulting firm (other than the Employer’s and CMS Energy Corporation’s auditors) to perform such calculations. All fees and expenses of the firm for its services in connection with the calculations under this Article 6 shall be paid by the Employer. The firm shall make an initial determination at the time of a Change in Control. In addition, the Committee shall direct the firm to submit its determination and detailed supporting calculations to both the Employer and the Executive within 15 calendar days after the date of the Executive’s Qualifying Termination, if applicable, and any other such time or times as may be requested by the Employer or the Executive.
6.2	The firm shall calculate the amount of any Parachute Payment and Excess Parachute Payment due to the Executive and the related Excise Tax. The firm also shall calculate an alternative amount referred to as the “Reduced Payment Amount” by reducing the Executive’s payments and benefits under this Plan (which could require repayment of amounts previously paid or provided to the Executive) to the minimum extent necessary so that no portion of any payment, as so reduced or repaid, constitutes an Excess Parachute Payment. If the firm determines that any Excise Tax is payable by the Executive, then the Executive shall receive either (i) all Payments otherwise due to him or her or (ii) the Reduced Payment Amount described in the preceding sentence, whichever will provide him or her with the greater after-tax economic benefit taking into account for these purposes any applicable Excise Tax. If the firm determines that no Excise Tax is payable by the Executive, it shall, at the same time as it makes such determination, furnish the Executive with an opinion that he/she has substantial authority not to report any Excise Tax on his/her federal, state, local income or other tax return.
6.3	The Employer and the Executive shall each provide the firm access to and copies of any books, records and documents in the possession of the Employer or the Executive, as the case may be, reasonably requested by the firm, and otherwise cooperate with the firm in connection with the preparation and issuance of the determination contemplated herein. Any reasonable determination by the firm as to the amount of the Excise Tax, Parachute Payment, Excess Parachute Payment or

17

Tier IV Change in Control as of March 2010

Reduced Payment Amount (and supported by the calculations done by the firm) shall be binding upon the Employer and the Executive.

The federal, state and local income or other tax returns filed by the Executive shall be prepared and filed on a consistent basis with the determination of the firm with respect to the Excise Tax, if any, payable by the Executive. The Executive shall make proper payment of the amount of any Excise Tax, and at the request of the Employer, provide to the Employer true and correct copies (with any amendments) of his/her federal income tax return as filed with the Internal Revenue Service and corresponding state and local tax returns, if relevant, as filed with the applicable taxing authority, and such other documents reasonably requested by the Employer, evidencing such payment.

6.4 Any appropriate adjustments to the amounts payable to the Executive or previously paid to the Executive or to amounts not yet paid but due under this Article 6 may be made to properly reflect any changes in the calculations performed or any adjustments under Article 5. If an amount is required to be reduced or repaid in under this Section 6, such reductions will be made to amounts under Section 3.2 (b), 3.2(c) (except such amounts as may be deferred under the applicable plan), and 3.2(h).

Article 7. Dispute Resolution and Notice

7.1 Dispute Resolution. Any dispute or controversy between the Executive and the Employer arising under or in connection with this Agreement (other than Article 5 of this Agreement) shall first be submitted in writing to the Committee for attempted resolution. If such submission does not result in mutually agreeable resolution within sixty (60) days thereof, such dispute or controversy shall be settled by final and binding arbitration. Such arbitration shall be conducted before a single arbitrator selected by the parties to be conducted in Jackson, Michigan. The arbitration will be conducted in accordance with the rules of the American Arbitration Association then in effect and be finished within ninety (90) days after the selection of the arbitrator, and if the Executive and the Employer are unable to agree within thirty (30) days on such a single arbitrator, such Association shall select such arbitrator. The arbitrator shall not have authority to fashion a remedy that includes consequential, exemplary or punitive damages of any type whatsoever, and the arbitrator is hereby prohibited from awarding injunctive relief of any kind, whether mandatory or prohibitory. Judgment may be entered on the award of the arbitrator in any court having competent jurisdiction. The Executive and the Employer shall share equally the cost of the arbitrator and of conducting the arbitration proceeding, but each party shall bear the cost of its own legal counsel and experts and other out-of-pocket expenditures. Notwithstanding the foregoing, the Executive and the Employer acknowledge that the enforcement of the Employer’s rights under Article 5 herein are unique and agree that the Employer is not limited to the remedy of arbitration but may elect the remedy of its

18

Tier IV Change in Control as of March 2010

choice including filing suit in a court of law or equity and the Executive agrees that the Employer has the right to obtain an injunction and/or a temporary restraining order to protect its rights.

7.2

Notice. Any notices, requests, demands, or other communications provided for by this Agreement shall be in writing and sent by registered or certified mail to the Executive at the address set forth beneath his or her signature on the last page of this Agreement or, to the Employer, at One Energy Plaza, Jackson, Michigan 49201, Attention: Corporate Secretary. Notices, requests, demands or other communications may also be delivered by messenger, courier service or other electronic means and are sufficient if actually received by the party for whom it is intended.

Article 8. Successors and Assignment

8.1

Successors. Any successor (whether direct or indirect, by purchase, merger, reorganization, consolidation, acquisition of property or stock, liquidation, or otherwise) to the business of CMS Energy Corporation or purchaser of all or substantially all of the assets of CMS Energy Corporation shall be required to expressly assume and agree to perform under this Agreement in the same manner and to the same extent that the Employer would be required to perform if no such succession had taken place. This Agreement shall be binding upon any successor in accordance with the operation of law.

8.2

Assignment by the Executive. This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees, and legatees. If the Executive dies while any amount would still be payable to him or her hereunder had he or she continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the Executive’s Beneficiary. If the Executive has not named a Beneficiary, then such amounts shall be paid to the Executive’s devisee, legatee, or other designee, or if there is no such designee, to the Executive’s estate.

Article 9. Miscellaneous

9.1

Employment Status. The employment of the Executive by the Employer is “at will” and, subject to the Executive’s rights pursuant to this Agreement or any separate written separation agreement entered into by the Executive and CMS Energy Corporation, may be terminated by either the Executive or the Employer at any time, subject to applicable law. Further, the Executive has no right to be an officer of CMS Energy Corporation or any of its Affiliates and serves as an officer entirely at the discretion of the Board.

9.2

Entire Agreement. This Agreement supersedes any prior agreements or understandings, oral or written, between the parties hereto, with respect to the subject

19

Tier IV Change in Control as of March 2010

	matter hereof, and this Agreement (including the “whereas” clauses and Exhibit A) constitutes the entire agreement of the parties with respect thereto. Without limiting the generality of the foregoing sentence, this Agreement completely supersedes, cancels, voids and renders of no further force and effect any and all other change in control agreements, and other similar agreements, communications, representations, promises, covenants and arrangements, whether oral or written, between the Employer and the Executive and between the Executive and CMS Energy Corporation or any of its Affiliates that may have taken place or been executed prior to the Effective Date and which may address the subject matters contained herein. Notwithstanding the above, this Agreement is supplemental to and does not replace any written separation agreement entered into between the parties that is not contingent on a Change in Control, provided however that in no event will the Executive be entitled to payments under this Agreement that would be duplicative of any payment and/or benefits due under such other written separation agreement.
9.3	Severability. In the event that any provision or portion of this Agreement shall be determined to be invalid or unenforceable for any reason, the remaining provisions of this Agreement shall be unaffected thereby and shall remain in full force and effect, and the parties shall negotiate in good faith to accomplish the purposes and amend this Agreement so as, to the extent possible under the law, to carry out the original intent of the provision or portion determined to be invalid or unenforceable.
9.4	Tax. The Employer may withhold from any benefits payable under this Agreement any authorized deductions and all federal, state, city, or other taxes as may be required pursuant to any law or governmental regulation or ruling. Notwithstanding anything contained in this Agreement to the contrary, if the Executive is a “specified employee” (determined in accordance with Section 409A and Treasury Regulation Section 1.409A-3(i)(2)) as of the Effective Date of Termination, and if any payment, benefit or entitlement provided for in this Agreement or otherwise both (i) constitutes a “deferral of compensation” within the meaning of Section 409A and (ii) cannot be paid or provided in a manner otherwise provided herein or otherwise without subjecting the Executive to additional tax, interest and/or penalties under Section 409A, then any such payment, benefit or entitlement that is payable during the first 6 months following the Effective Date of Termination shall be paid or provided to the Executive in a lump sum cash payment to be made on the earlier of (x) the Executive’s death or (y) the first day that is more than six (6) months immediately following the Effective Date of Termination (or, if different, the date that qualifies as a “separation from service” (as such term is used under Section 409A)). Each payment to be made under this Agreement shall be treated as a separate payment for purposes of Section 409A. Notwithstanding anything contained in this Agreement to the contrary, the Employer shall have the unilateral right to amend this Agreement at any time for the sole purpose of complying with Section 409A.
9.5	Beneficiaries. The Executive may designate one (1) or more persons or Entities as the primary and/or contingent beneficiaries of any amounts to be received under this Agreement. Such designation must be in the form of a signed writing on a form

20

Tier IV Change in Control as of March 2010

	provided by the Employer. The Executive may make or change such designation at any time.
9.6	Payment Obligation Absolute. Except as otherwise provided in this Agreement and as provided in the last sentence of this paragraph, the Employer’s and CMS Energy Corporation’s obligations to make the payments and provide the benefits to the Executive specified herein shall be absolute and unconditional, and shall not be affected by any circumstances, including, without limitation, any offset, counterclaim, defense, or other right which the Employer, CMS Energy Corporation or any of its Affiliates may have against the Executive or anyone else. Except as otherwise provided in this Agreement, all amounts payable by the Employer hereunder shall be paid without notice or demand. Each and every payment made hereunder by the Employer shall be final, but subject to the provisions of the next sentence. If the Executive should seek to litigate this Agreement or the subject matters addressed herein in a state or federal court, subject to the requirements of Section 409A, to the extent applicable, (i) the Executive at least ten (10) days prior to filing in court shall tender back to the Employer all cash consideration paid to the Executive under this Agreement prior thereto and (ii) any payments then or thereafter due to the Executive under this Agreement shall be withheld until said litigation is finally resolved.
	The Executive shall not be obligated to seek other employment in mitigation of the amounts payable or arrangements made under any provision of this Agreement, and the obtaining of any such other employment, provided such other employment is not a violation of the provisions of Article 5 herein, shall in no event effect any reduction of the Employer’s obligations to make the payments and arrangements required to be made under this Agreement.
9.7	Contractual Rights to Benefits. Subject to approval and ratification by the Committee, this Agreement establishes and vests in the Executive a contractual right to the benefits to which he or she is entitled hereunder. However, nothing herein contained shall require or be deemed to require, or prohibit or be deemed to prohibit, the Employer to segregate, earmark, or otherwise set aside any funds or other assets, in trust or otherwise, to provide for any payments to be made or required hereunder.
9.8	Modification. Except as otherwise provided in this Agreement, this Agreement shall not be varied, altered, modified, canceled, changed, or in any way amended except by mutual agreement of the parties in a written instrument executed by the parties hereto or their legal representatives.
9.9	Counterparts and Headings. This Agreement may be executed in one (1) or more counterparts, each of which shall be deemed to be an original, but all of which together will constitute one and the same Agreement. Signatures transmitted via facsimile shall be regarded by the parties as original signatures. The headings of the various sections and subsections of this Agreement shall not limit or affect the terms and provisions of this Agreement.

21

Tier IV Change in Control as of March 2010

9.10

Representation. Each of the Executive and the Employer represents and warrants that this Agreement is a legal, valid and binding agreement, enforceable in accordance with its terms, and does not conflict with any other agreement to which he, she or it is a party. The Executive acknowledges that he or she has had an opportunity to consult with his or her legal and financial advisors before executing and delivering this Agreement, and has read and understands this Agreement.

9.11

Applicable Law. This Agreement shall be governed and construed in accordance with the laws of the State of Michigan, without regard to its conflicts of laws principles.

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

22

Tier IV Change in Control as of March 2010

     IN WITNESS WHEREOF, the parties have executed this Agreement as of this                      day of                          , 20___.

[CMS ENERGY CORPORATION or EMPLOYER]	EXECUTIVE:
By:	Signature:
Its:	Printed Name:
	Address:

23

Tier IV Change in Control as of March 2010

EXHIBIT A

GENERAL RELEASE AGREEMENT

This General Release Agreement (“Agreement”), made as of the ___day of                     , 20___, pursuant to Michigan law, among                                          (the “Executive”), an individual, and          , a Michigan corporation (the “Employer”) is a general release of claims against the Employer, CMS Energy Corporation and all of their subsidiaries and affiliates (collectively the “CMS Companies”).

WHEREAS, the Executive’s employment with the Employer [will end] [has ended] on                     , 20___ and [he] [she] is eligible for the receipt of severance benefits under a Change in Control Agreement. dated as of                     , 20___between the Executive and the Employer (the “CIC Agreement”) provided that the Executive first executes and delivers to the Employer a prescribed form of general release attached as Exhibit A to the CIC Agreement;

WHEREAS, terms used in this Agreement that are also used and defined in the CIC Agreement shall have the same definition in this Agreement if not separately and differently defined herein, such terms being recognizable by initial caps; and

WHEREAS, this General Release Agreement satisfies the condition for receipt of Change in Control Severance Benefits under Article 3 of the CIC Agreement.

NOW THEREFORE, in consideration of the covenants undertaken and the releases contained in this Agreement, the Executive and the Employer agree as follows:

1. MONETARY AND OTHER CONSIDERATION

In consideration for the releases and the other covenants in this Agreement, the Executive agrees and reaffirms that the only monetary and other consideration to which [he] [she] is entitled due to the termination of employment is that provided to the Executive pursuant to the CIC Severance Agreement, as set forth on Attachment A attached to this Agreement.

2. RETURN OF COMPANY PROPERTY

By signing this Agreement, the Executive represents and warrants that [he] [she] has returned to the Employer all of its property and all the property of any of the CMS Companies which the Executive had in [his] [her] possession.

3. GENERAL RELEASE AND DISCHARGE BY EXECUTIVE

In consideration of the payments and commitments made by the Employer to the Executive (described in Section 1 above), the Executive on [his] [her] own behalf, and [his] [her] descendants, ancestors, dependents, heirs, executors, administrators, assigns, and successors,

24

Tier IV Change in Control as of March 2010

and each of them, hereby covenants not to sue and fully releases and discharges the Employer, CMS Energy Corporation, and all of their subsidiaries and affiliates, past and present, and each of them as well as its and their trustees, directors, officers, agents, attorneys, insurers, employees, stockholders, representatives, assigns, and successors, past and present, and each of them, hereinafter together and collectively referred to as “Releasees,” with respect to and from any and all claims, wages, demands, rights, liens, agreements, contracts, covenants, actions, suits, causes of action, obligations, debts, costs, expenses, attorneys’ fees, damages, judgments, orders and liabilities of whatever kind or nature in law, equity or otherwise, whether now known or unknown, suspected or unsuspected, and whether or not concealed or hidden, which the Executive now owns or holds or has at any time on or prior to the Effective Date of Termination owned or held as against said Releasees, arising out of or in any way connected with the Executive’s employment relationship with the Employer or the Releasees, or the Executive’s termination of employment or any other transactions, occurrences, acts or omissions or any loss, damage or injury whatsoever, known or unknown, suspected or unsuspected, resulting from any act or omission by or on the part of said Releasees, or any of them, committed or omitted prior to the date of this Agreement, including but not limited to, claims based on any express or implied contract of employment which may have been alleged to exist between the Employer, the Releasees and the Executive, or under the Age Discrimination in Employment Act of 1967 (“ADEA”), 29 U.S.C. §621, et seq, as amended by the Older Workers Benefit Protection Act of 1990, Title VII of the Civil Rights Act of 1964, 42 U.S.C. §2000e, et seq, as amended, the Civil Rights Act of 1991, P. L. 102-1 66, the Elliott-Larsen Civil Rights Act, MCLA §37.2101, et seq, the Rehabilitation Act of 1973, 29 U.S.C. §701, et seq, as amended, the Americans with Disabilities Act of 1990, 42 U.S.C. §12206, et seq, as amended, or the Persons with Disabilities Civil Rights Act, MCLA §37.1101, et seq, as amended, or any other federal, state or local law, rule, regulation or ordinance, and claims for severance pay, sick leave, holiday pay, and any other fringe benefit provided to the Executive by the Employer or Releasees except for those rights preserved by Section 3.2(i) of the CIC Agreement. Nothing in this Agreement is intended to, nor do the Executive and the Employer, waive the right to enforce the CIC Agreement.

4. REVOCATION OF RELEASE BY EXECUTIVE

The Executive specifically acknowledges for purposes of this Agreement that: (1) the Executive has been advised by the Employer to consult with an attorney prior to signing this Agreement; (2) the Executive has been given [21] [45] days to consider the release; and (3) the Executive may revoke this Agreement within 7 days of signing this Agreement. In the event of such a revocation, the Executive will repay to Employer all funds already received under the CIC Agreement and waive [his] [her] rights to receive any additional funds under the CIC Agreement. Such a revocation, to be effective, must be in writing and either (i) postmarked within 7 days of execution of this Agreement and addressed to the attention of                     , CMS Energy Corporation, at One Energy Plaza, Jackson, Michigan 49201, or (ii) hand delivered to                      within 7 days of execution of this Agreement. The Executive understands that if revocation is made by mail, mailing by certified mail, return receipt requested, is recommended to show proof of mailing. IF THE EXECUTIVE SIGNS THIS AGREEMENT PRIOR TO THE END OF THE [21] [45] DAY PERIOD, THE EXECUTIVE CERTIFIES

25

Tier IV Change in Control as of March 2010

THAT THE EXECUTIVE KNOWINGLY AND VOLUNTARILY DECIDED TO SIGN THE AGREEMENT AFTER CONSIDERING IT LESS THAN [21] [45] DAYS AND [HIS] [HER] DECISION TO DO SO WAS NOT INDUCED BY THE EMPLOYER THROUGH FRAUD, MISREPRESENTATION OR A THREAT TO WITHDRAW OR ALTER THE OFFER THE SEVERANCE BENEFITS PAYABLE UNDER THE CIC AGREEMENT PRIOR TO THE EXPIRATION OF THE [21] [45] DAY TIME PERIOD.

THIS AGREEMENT AND THE RELEASE CONTAINED IN THIS AGREEMENT SHALL BECOME EFFECTIVE AND ENFORCEABLE ONLY AFTER THE REVOCATION PERIOD HAS PASSED.

5. GOVERNING LAW AND SEVERABILITY OF INVALID PROVISIONS

This Agreement will be governed by and construed in accordance with the laws of the State of Michigan, without regard to its conflicts of law principles. In the event that any provision or portion of this Agreement shall be determined to be invalid or unenforceable for any reason, the remaining provisions of this Agreement shall be unaffected thereby and shall remain in full force and effect, and the parties shall negotiate in good faith to accomplish the purposes and amend this Agreement so as, to the extent possible under the law, to carry out the original intent of the provision or portion determined to be invalid or unenforceable.

6. FULL UNDERSTANDING AND VOLUNTARY ACCEPTANCE

In entering this Agreement, the Employer and the Executive represent that they have had the opportunity to consult with attorneys of their own choice, that the Employer and the Executive have read the terms of this Agreement and that those terms are fully understood and voluntarily accepted by them.

7. DISPUTE RESOLUTION

The provisions of Article 7, Dispute Resolution and Notice, of the CIC Agreement, shall apply to and govern any dispute arising under this Agreement.

8. MODIFICATION

Except as otherwise provided in this Agreement, this Agreement shall not be varied, altered, modified, canceled, changed, or in any way amended except by mutual agreement of the parties in a written instrument executed by the parties hereto or their legal representatives.

9. COUNTERPARTS AND HEADINGS

This Agreement may be executed in one (1) or more counterparts, each of which shall be deemed to be an original, but all of which together will constitute one and the same Agreement. Signatures transmitted via facsimile shall be regarded by the parties as original signatures. The headings of the various sections and subsections of this Agreement shall not limit or affect the terms and provisions of this Agreement.

26

Tier IV Change in Control as of March 2010

Signed this ___day of                     , 20___.

[EXECUTIVE’S NAME]
 

[EMPLOYER’S NAME]
 

By:  

Its:  

27

Tier IV Change in Control as of March 2010

ATTACHMENT A

28

EX-10.G

Exhibit 10(g)

An Integrated Energy Company David W. Joos
President & CEO

March 19, 20l0

Kenneth Whipple
     Chairman of the Board
Joseph F. Paquette, Jr.
     Presiding Director
John B. Yasinsky
     Chairman of the Compensation and
     Human Resources Committees

CMS Energy Corporation
Consumers Energy Company
One Energy Plaza
Jackson, MI 49201

Dear Ken, Joe and John:

On behalf of the Boards of Directors of CMS and Consumers and their Compensation and Human Resources Committees, you have been discussing with me my role at both companies when I retire as CEO. I believe we have reached agreement on what that role and related compensation should be, and the timing, and I have set it out below:

Effective with the 2010 annual meeting of shareholders of CMS, I am resigning as CEO and all other offices which I hold at the companies, based on our agreement in this letter. As you know, I have recommended to the Board that John Russell replace me as CEO, and I understand that the Board believes that he is the right choice. John is an exceptionally strong leader and, particularly with our focus on growing our Michigan utility, is the right person to assume the overall leadership of CMS Energy at this time.

Also, at the organizational meeting immediately following the 2010 annual meeting, the Boards will elect me as Chairman of the Boards and Chairman of the Executive Committees of the companies, succeeding Ken who has reached our mandatory retirement age for directors. I will serve as Chairman until at least the 2012 annual meeting of shareholders. Ken is owed our gratitude and appreciation for the exceptional job he has done as Chairman. I am particularly appreciative of the personal counsel he has given me during my service as CEO, and prior to that as COO.

During my first year as Chairman, I will make myself available for one to two days a week on average to provide counseling and advice to John Russell, and to take on any other responsibilities as agreed to between John, me, and the Boards. Currently, these other responsibilities are expected to include work on certain discrete projects, regulatory and civic matters over the first year of my Chairmanship. I will continue to make myself available to John beyond the first year, though it is anticipated the time involved will decrease as the transition is completed.

As compensation for these services as Chairman, effective May 21, 2010, I’ll receive a grant of 100,000 shares of restricted stock of CMS (or equivalent upon mutual agreement). All of these shares will vest on May 21, 2013 subject only to my agreement to serve as Chairman until at least the 2012 annual meeting of shareholders. Unless I voluntarily terminate my service as Chairman prior to the date of the 2012 annual meeting of shareholders, the grant will vest in full on the earlier of May 21, 2013, my retirement from the Board, or my death. Aside from this vesting provision, the grant will be issued under the same terms and conditions as the tenure-vested portion of the restricted share grant I received in August, 2009.

One Energy Plaza • Jackson, MI 49201 • Tel: 517 788 1352 • Fax: 517 788 0180 • www.cmsenergy.com

In addition, I’ll be paid the Chairman’s retainer for each year I serve as Chairman, as well as the same equity award (or equivalent upon mutual agreement) and cash retainer paid to other directors in each year. The Chairman’s retainer shall be no less than $120,000 per year, and shall be subject to adjustment from time to time through the Board’s normal process of reviewing Board compensation. I’ll receive Board and committee meeting fees (for committees on which I serve) determined in the same manner as for other non-executive board members. I’ll also have an office, the use of a computer and other technology, and executive assistant support.

I shall retire as an employee of the companies effective June 1, 2010, and between the annual meeting date and June 1, I’ll continue to receive my salary and other compensation and benefits as if I had retained my position as CEO through that date. Further, the Compensation and Human Resources Committee agrees to waive any forfeiture of restricted stock awards that would otherwise have applied due to my retirement prior to 12 months after the grant date. All other compensation, benefits, and awards will continue under the terms applicable to them as of the date of this letter.

Effective with my election as Chairman, my Executive Severance Agreement dated April 14, 2004 will be terminated.

If this letter reflects our agreement, please obtain any necessary approvals by the Board or its committees and sign one copy and return it to me.

Finally, I’d like to express my appreciation for the support and counsel provided me by the Boards over my tenure as CEO. I am ful1y supportive of the transition we have discussed, as it wil1 allow for continuity in leadership and direction, which I believe is in the best interest of our shareowners. I look forward to working with the Board in my new role and appreciate your confidence.

Sincerely,

/s/ David W. Joos

David W. Joos

Agreed:

The Boards of Directors of CMS Energy Corporation
and Consumers Energy Company

By:	/s/ Kenneth Whipple
	Kenneth Whipple
By:	/s/ Joseph F. Paquette, Jr.
	Joseph F. Paquette, Jr.

The Compensation and Human Resources Committees

By:	/s/ John B. Yasinsky
	John B. Yasinsky

2

EX-10.H

Exhibit (10)(h)

CONSUMERS ENERGY COMPANY

$250,000,000 5.30% First Mortgage Bonds due 2022

$50,000,000 6.17% First Mortgage Bonds due 2040

Bond Purchase Agreement

Dated as of April 19, 2010

Table of Contents

	Page
Section 1. Authorization of Bonds	1
Section 2. Sale and Purchase of Bonds; Security for the Bonds	1
Section 2.1. Sale and Purchase of Bonds	1
Section 2.2. Security for the Bonds	1
Section 3. Execution; Closing	2
Section 4. Conditions to Closing	2
Section 4.1. Representations and Warranties	2
Section 4.2. Performance; No Default	3
Section 4.3. Compliance Certificates	3
Section 4.4. Opinions of Counsel	3
Section 4.5. Purchase Permitted By Applicable Law, Etc.	3
Section 4.6. Sale of Bonds	3
Section 4.7. Payment of Special Counsel Fees	4
Section 4.8. Private Placement Numbers	4
Section 4.9. Changes in Corporate Structure	4
Section 4.10. Funding Instructions	4
Section 4.11. Indenture Matters	4
Section 4.12. Federal Energy Regulatory Commission Authorization	4
Section 4.13. Consent of Holders of Other Securities	5
Section 4.14. Updated Schedule of Indebtedness	5
Section 4.15. Proceedings and Documents	5
Section 5. Representations and Warranties of the Company	5
Section 5.1. Organization; Power and Authority	5
Section 5.2. Authorization, Etc.	5
Section 5.3. Disclosure	5
Section 5.4. Organization and Ownership of Shares of Subsidiaries; Affiliates	6
Section 5.5. Financial Statements; Material Liabilities	7
Section 5.6. Compliance with Laws, Other Instruments, Etc.	7
Section 5.7. Governmental Authorizations, Etc.	7
Section 5.8. Litigation; Observance of Agreements, Statutes and Orders	7
Section 5.9. Taxes	8
Section 5.10. Title to Property; Leases	8
Section 5.11. Licenses, Permits, Etc.	8

i

	Page
Section 5.12. Compliance with ERISA	9
Section 5.13. Private Offering by the Company	9
Section 5.14. Use of Proceeds; Margin Regulations	10
Section 5.15. Indebtedness	10
Section 5.16. Foreign Assets Control Regulations, Etc.	10
Section 5.17. Status under Certain Statutes	11
Section 5.18. Environmental Matters	11
Section 5.19. Indenture Matters	11
Section 6. Representations of the Purchasers	12
Section 6.1. Purchase for Investment	12
Section 6.2. Source of Funds	12
Section 7. Information as to the Company	14
Section 7.1. Financial and Business Information	14
Section 7.2. Officer’s Certificate	16
Section 7.3. Visitation	17
Section 8. Form of Supplemental Indenture	17
Section 9. Payments on Bonds	17
Section 10. Expenses, Etc.	18
Section 10.1. Transaction Expenses	18
Section 10.2. Survival	18
Section 11. Survival of Representations and Warranties; Entire Agreement	18
Section 12. Amendment and Waiver	19
Section 12.1. Requirements	19
Section 12.2. Solicitation of Holders	19
Section 12.3. Binding Effect, Etc.	19
Section 12.4. Bonds Held by Company, Etc.	20
Section 13. Notices	20
Section 14. Reproduction of Documents	20
Section 15. Confidential Information	21
Section 16. Substitution of Purchaser	22

ii

	Page
Section 17. Miscellaneous	22
Section 17.1. Successors and Assigns	22
Section 17.2. Payments Due on Non-Business Days	22
Section 17.3. Accounting Terms	22
Section 17.4. Severability	22
Section 17.5. Construction, Etc.	23
Section 17.6. Counterparts	23
Section 17.7. Governing Law	23
Section 17.8. Jurisdiction and Process; Waiver of Jury Trial	23

Schedule A	—	Information Relating to Purchasers
Schedule B	—	Defined Terms
Schedule 5.3	—	Disclosure Materials
Schedule 5.4	—	Subsidiaries of the Company and Ownership of Subsidiary Stock
Schedule 5.5	—	Financial Statements
Schedule 5.15	—	Existing Indebtedness
Exhibit 2.2	—	Form of Supplemental Indenture (Including Form of Bonds)
Exhibit 4.4(a)	—	Form of Opinion of Counsel for the Company
Exhibit 4.4(b)	—	Form of Opinion of Special Counsel for the Purchasers

iii

Consumers Energy Company
One Energy Plaza
Jackson, Michigan 49201

$250,000,000 5.30% First Mortgage Bonds due 2022
$50,000,000 6.17% First Mortgage Bonds due 2040

Dated as of April 19, 2010

To Each of the Purchasers Listed in Schedule A:

Ladies and Gentlemen:

     Consumers Energy Company, a Michigan corporation (the “Company”), agrees with each of the purchasers whose names appear at the end of this Agreement (each, a “Purchaser” and, collectively, the “Purchasers”) as follows:

Section 1. Authorization of Bonds. The Company will authorize the issue and sale of $250,000,000 aggregate principal amount of its 5.30% First Mortgage Bonds due 2022 (the “2022 Bonds”) and $50,000,000 aggregate principal amount of its 6.17% First Mortgage Bonds due 2040 (the “2040 Bonds” and, together with the 2022 Bonds, the “Bonds”, all such terms to include any bonds issued in substitution therefor pursuant to the Indenture) on the terms and conditions set forth in this Agreement. Capitalized terms used in this Agreement are defined or otherwise cross-referenced in Schedule B. References to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement. References to a “Section” are, unless otherwise specified, to a Section of this Agreement.

Section 2. Sale and Purchase of Bonds; Security for the Bonds.

     Section 2.1. Sale and Purchase of Bonds. Subject to the terms and conditions of this Agreement, the Company will issue and sell to each Purchaser, and each Purchaser will purchase from the Company, at the Closing provided for in Section 3, Bonds in the respective principal amounts specified opposite such Purchaser’s name in Schedule A at the purchase price of 100% of the principal amount thereof. The Purchasers’ obligations under this Agreement are several and not joint obligations, and no Purchaser shall have any liability to any Person for the performance or non-performance of any obligation by any other Purchaser under this Agreement.

     Section 2.2. Security for the Bonds. The Bonds are to be issued under and secured by that certain Indenture dated as of September 1, 1945 between the Company and The Bank of New York Mellon (ultimate successor to City Bank Farmers Trust Company), as trustee (the “Trustee”), as supplemented and amended by various supplemental indentures and as to be supplemented by the 112th Supplemental Indenture, to be dated as of the Closing Date (the “Supplemental Indenture”), which will be substantially in the form attached to this Agreement as Exhibit 2.2, establishing the terms of the Bonds (as so supplemented, the “Indenture”). The Bonds shall be substantially in the form set out in Exhibit 2.2.

     The Bonds will be dated the Closing Date, will bear interest from and including the Closing Date and will be in denominations of $100,000 or any integral multiple thereof. Interest

on the Bonds will be computed on the basis of a 360-day year consisting of twelve 30-day months. The 2022 Bonds will bear interest at a rate of 5.30% per year, and the 2040 Bonds will bear interest at a rate of 6.17% per year, in each case payable semi-annually in arrears on March 1 and September 1 of each year, commencing on March 1, 2011, and at the date of maturity. The Bonds will bear interest on overdue principal and (to the extent permitted by law) overdue installments of interest at the rate set forth in the Indenture. The 2022 Bonds will mature on September 1, 2022, and the 2040 Bonds will mature on September 1, 2040.

     The Indenture creates and will create a direct first Lien on and a first security interest in the property and property rights of the Company described in the Indenture as being subjected to the Lien of the Indenture (subject to such exceptions as are permitted under the Indenture), except such property and property rights as may have been released from the Lien of the Indenture in accordance with the terms of the Indenture.

Section 3. Execution; Closing. The execution and delivery of this Agreement will be made at the offices of Pillsbury Winthrop Shaw Pittman LLP, 1540 Broadway, New York, NY 10036-4039, on the date first set forth above (the “Execution Date”). The sale and purchase of the Bonds to be purchased by each Purchaser shall occur at the offices of Pillsbury Winthrop Shaw Pittman LLP, 1540 Broadway, New York, NY 10036-4039, at 10:00 a.m., New York City time, at a closing (the “Closing”) on September 1, 2010 or on such other Business Day on or prior to such date as may be agreed upon by the Company and the Purchasers. At the Closing the Company shall cause to be duly executed, authenticated and delivered to each Purchaser the Bonds to be purchased by such Purchaser in the form of a single Bond in respect of the 2022 Bonds and a single Bond in respect of the 2040 Bonds (or, in each case, such greater number of Bonds in denominations of at least $100,000 as such Purchaser may request) dated the Closing Date and registered in such Purchaser’s name (or in the name of its nominee), against delivery by such Purchaser to the Company or its order of immediately available funds in the amount of the purchase price therefor by wire transfer of immediately available funds to the account specified by the Company in accordance with Section 4.10. If at the Closing the Company shall fail to tender such Bonds to any Purchaser as provided above in this Section 3, or any of the conditions specified in Section 4 shall not have been fulfilled to such Purchaser’s reasonable satisfaction, such Purchaser shall, at its election, be relieved of all further obligations under this Agreement, without thereby waiving any rights such Purchaser may have by reason of such failure or such non-fulfillment. If at the Closing any Purchaser shall fail to purchase any Bonds that it is obligated to purchase under this Agreement, then another Institutional Investor approved by the Company may purchase the Bonds scheduled to be purchased by the defaulting Purchaser at the Closing; provided, however, that no such replacement of a defaulting Purchaser shall be deemed to waive any rights or remedies that the Company may have against such defaulting Purchaser by reason of such failure.

Section 4. Conditions to Closing. Each Purchaser’s obligation to execute and deliver this Agreement on the Execution Date, and each Purchaser’s obligation to purchase and pay for the Bonds to be sold to such Purchaser at the Closing, is subject to the fulfillment to such Purchaser’s reasonable satisfaction, prior to or at the Closing, of the following conditions:

     Section 4.1. Representations and Warranties. The representations and warranties of the Company in this Agreement shall be correct when made on the Execution Date and at the

2

time of the Closing (except with respect to representations and warranties made as of a specific date, in which case they shall be correct as of such date).

     Section 4.2. Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement and the Indenture required to be performed or complied with by it prior to or at the Closing, and, after giving effect to the issue and sale of the Bonds (and the application of the proceeds thereof as contemplated by Section 5.14), no Default or Event of Default shall have occurred and be continuing. Neither the Company nor any Subsidiary, if applicable, shall have entered into any transaction since the date of the Memorandum that would have been prohibited by the Indenture.

     Section 4.3. Compliance Certificates.

     (a) Officer’s Certificate. The Company shall have delivered to such Purchaser an Officer’s Certificate, dated the Closing Date, certifying that the conditions specified in Section 4.1, Section 4.2 and Section 4.9, Section 4.11 and Section 4.14 have been fulfilled.

     (b) Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the Closing Date, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Bonds, the Indenture and this Agreement.

     Section 4.4. Opinions of Counsel. Such Purchaser shall have received opinions in form and substance reasonably satisfactory to such Purchaser, dated the Closing Date, (a) from Shelley J. Ruckman, Assistant General Counsel of the Company, covering the matters set forth in Exhibit 4.4(a) and covering such other matters incident to the transactions contemplated by this Agreement as such Purchaser or its counsel may reasonably request (and the Company hereby instructs such counsel to deliver such opinion to the Purchasers) and (b) from Pillsbury Winthrop Shaw Pittman LLP, the Purchasers’ special counsel in connection with such transactions, covering the matters set forth in Exhibit 4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

     Section 4.5. Purchase Permitted By Applicable Law, Etc. On the Closing Date, such Purchaser’s purchase of Bonds shall (a) be permitted by the laws and regulations of each jurisdiction to which such Purchaser is subject, without recourse to provisions (such as Section 1405(a)(8) of the New York Insurance Law) permitting limited investments by insurance companies without restriction as to the character of the particular investment, (b) not violate any applicable law or regulation (including, without limitation, Regulation T, U or X of the Board of Governors of the Federal Reserve System) and (c) not subject such Purchaser to any tax, penalty or liability under or pursuant to any applicable law or regulation, which law or regulation was not in effect on the Execution Date. If requested by such Purchaser, such Purchaser shall have received an Officer’s Certificate certifying as to such matters of fact as such Purchaser may reasonably specify to enable such Purchaser to determine whether such purchase is so permitted.

     Section 4.6. Sale of Bonds. Contemporaneously with the Closing, the Company shall sell to each Purchaser, and each Purchaser shall purchase, the Bonds to be purchased by such Purchaser at the Closing as specified in Schedule A.

3

     Section 4.7. Payment of Special Counsel Fees. Without limiting the provisions of Section 10.1, the Company shall have paid on or before the Execution Date and the Closing Date the fees, charges and disbursements of the Purchasers’ special counsel referred to in Section 4.4 to the extent reflected in a statement of such counsel rendered to the Company at least five Business Days prior to the Execution Date and the Closing Date, respectively.

     Section 4.8. Private Placement Numbers. Private Placement Numbers issued by Standard & Poor’s CUSIP Service Bureau (in cooperation with the SVO) shall have been obtained for the Bonds.

     Section 4.9. Changes in Corporate Structure. The Company shall not have changed its jurisdiction of incorporation, changed its organizational structure (as a corporation) or been a party to any merger or consolidation or succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5.

     Section 4.10. Funding Instructions. At least three Business Days prior to the Closing Date, each Purchaser shall have received written instructions signed by a Responsible Officer on letterhead of the Company setting forth the wiring instructions specified in Section 3, including (a) the name and address of the transferee bank, (b) such transferee bank’s ABA number and (c) the account name and number into which the purchase price for the Bonds is to be deposited.

     Section 4.11. Indenture Matters. The Company shall have furnished to the Trustee the resolutions, certificates and other documentation (and cash, if any) required to be delivered prior to or upon the issuance of the Bonds pursuant to the provisions of the Indenture. The Company shall have duly executed the Bonds and shall have requested the Trustee to authenticate, and the Trustee shall have duly authenticated, the Bonds pursuant to the Indenture. The Company shall be able to comply with all other conditions with respect to the authentication of the Bonds imposed by the Indenture. The Company shall have furnished to such Purchaser a copy of the Supplemental Indenture duly authorized, executed and delivered by the Company and the Trustee. The Company shall: (i) within 10 days after the Closing Date, deliver the Supplemental Indenture in recordable form to the appropriate real estate recording office in all jurisdictions specified in the Supplemental Indenture for recording and deliver to the office of the Secretary of State of the State of Michigan a UCC-1 financing statement relating to the Supplemental Indenture for filing in such office; and (ii) within 25 days after the Closing Date, deliver to such Purchaser a certificate signed by a Responsible Officer certifying that the actions required by the foregoing clause (i) have been taken. The Company shall further provide such Purchaser, as soon as it is available, a copy of the related opinion of counsel contemplated by Section 7.11(i) of the Indenture. To the extent not covered in the opinion described in the previous sentence, the Company shall also provide such Purchaser, concurrently with the furnishing of such opinion, a list of the recording information for all such filings.

     Section 4.12. Federal Energy Regulatory Commission Authorization. An appropriate order shall have been entered by the Federal Energy Regulatory Commission under the Federal Power Act authorizing the issuance and sale of the Bonds, and such order shall be in full force and effect.

4

     Section 4.13. Consent of Holders of Other Securities. Any consents or approvals required to be obtained from any holder or holders of any outstanding Security of the Company and any amendments of agreements pursuant to which any Securities may have been issued that shall be necessary to permit the consummation of the transactions contemplated by this Agreement shall have been obtained, and all such consents, approvals or amendments shall be reasonably satisfactory in form and substance to such Purchaser and such Purchaser’s special counsel.

     Section 4.14. Updated Schedule of Indebtedness. The Company shall have furnished to each Purchaser a document that updates Schedule 5.15 as of June 30, 2010.

     Section 4.15. Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be reasonably satisfactory to such Purchaser and its special counsel, and such Purchaser and its special counsel shall have received all such counterpart originals or certified or other copies of such documents as such Purchaser or such special counsel may reasonably request.

Section 5. Representations and Warranties of the Company. The Company represents and warrants to each Purchaser that:

     Section 5.1. Organization; Power and Authority. The Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, and is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company has the corporate power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement, the Indenture and the Bonds and to perform the provisions of this Agreement, the Indenture and the Bonds.

     Section 5.2. Authorization, Etc. This Agreement, the Indenture and the Bonds have been duly authorized by all necessary corporate action on the part of the Company, and this Agreement constitutes, and upon execution, authentication and delivery thereof each of the Indenture and each Bond will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

     Section 5.3. Disclosure. The Company, through its agents, Citigroup Global Markets Inc., Mitsubishi UFJ Securities (USA), Inc., PNC Capital Markets LLC and U.S. Bancorp Investments, Inc. (the “Agents”), has delivered to each Purchaser a copy of the Private Placement Memorandum captioned “Consumers Energy Company $200,000,000 First Mortgage Bonds due 2022” (the “Memorandum”) relating to the transactions contemplated by this

5

Agreement. The Memorandum fairly describes, in all Material respects, the general nature of the business and principal properties of the Company and its Subsidiaries. This Agreement, the Memorandum and the documents, certificates or other writings delivered to the Purchasers by or on behalf of the Company in connection with the transactions contemplated by this Agreement and identified in Schedule 5.3, and the financial statements listed in Schedule 5.5, in each case, delivered to each Purchaser prior to the Execution Date (this Agreement, the Memorandum and such documents, certificates or other writings and such financial statements being referred to, collectively, as the “Disclosure Documents”), taken as a whole, do not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading in light of the circumstances under which they were made. Except as disclosed in the Disclosure Documents, since December 31, 2009, there has been no change in the financial condition, operations, business or properties of the Company or any Subsidiary except changes that individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect. There is no fact known to the Company that could reasonably be expected to have a Material Adverse Effect that has not been set forth in the Disclosure Documents.

     Section 5.4. Organization and Ownership of Shares of Subsidiaries; Affiliates.

     (a) Schedule 5.4 contains (except as noted therein) complete and correct lists of (i) the Company’s Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization and the percentage of shares of each class of its capital stock or similar equity interests outstanding owned by the Company and each other Subsidiary and (ii) the Company’s directors and senior officers.

     (b) All of the outstanding shares of capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Company and its Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in Schedule 5.4).

     (c) Each Subsidiary identified in Schedule 5.4 is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact.

     (d) No Subsidiary is a party to, or otherwise subject to, any legal, regulatory, contractual or other restriction (other than this Agreement, any agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Company or any of its Subsidiaries that owns outstanding shares of capital stock or similar equity interests of such Subsidiary.

6

     Section 5.5. Financial Statements; Material Liabilities. The Company has delivered to each Purchaser copies of the financial statements of the Company and its Subsidiaries filed with the SEC listed on Schedule 5.5. All of said financial statements (including in each case the related schedules and notes) fairly present in all Material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule 5.5 and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). The Company and its Subsidiaries do not have any Material liabilities that are not disclosed in the Disclosure Documents.

     Section 5.6. Compliance with Laws, Other Instruments, Etc. The execution, delivery and performance by the Company of this Agreement, the Indenture and the Bonds will not (a) contravene, result in any breach of, constitute a default under, or result in the creation of any Lien (other than the Lien created by the Indenture) in respect of any property of the Company or any Subsidiary under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, organizational document (including, without limitation, corporate charter or bylaws), or any other Material agreement or instrument to which the Company or any Subsidiary is bound or by which the Company or any Subsidiary or any of its respective properties may be bound or affected, (b) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority applicable to the Company or any Subsidiary or (c) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Company or any Subsidiary.

     Section 5.7. Governmental Authorizations, Etc. No consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority (other than an appropriate order entered by the Federal Energy Regulatory Commission under the Federal Power Act authorizing the issuance and sale of the Bonds, which order shall be obtained by the Company prior to the Closing and shall be in full force and effect as of the Closing) is required in connection with the execution, delivery or performance by the Company of this Agreement, the Indenture or the Bonds, except such as have been obtained or may be required under state securities or blue sky laws or as contemplated by Section 4.11.

     Section 5.8. Litigation; Observance of Agreements, Statutes and Orders.

     (a) Except as disclosed in the Disclosure Documents, there are no actions, suits, investigations or proceedings pending or, to the knowledge of the Company, threatened against the Company or any Subsidiary or any property of the Company or any Subsidiary in any court or before any arbitrator of any kind or before or by any Governmental Authority that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

     (b) Except as disclosed in the Disclosure Documents, neither the Company nor any Subsidiary is in default under any term of any agreement or instrument to which it is a party or by which it is bound, or any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority or is in violation of any applicable law, ordinance, rule or regulation

7

(including, without limitation, Environmental Laws or the USA Patriot Act) of any Governmental Authority, which default or violation, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

     Section 5.9. Taxes. The Company and its Subsidiaries have filed all tax returns that are required to have been filed in any jurisdiction, and have paid all taxes shown to be due and payable on such returns and all other taxes and assessments levied upon them or their properties, assets, income or franchises, to the extent such taxes and assessments have become due and payable and before they have become delinquent, except for any taxes and assessments (a) the amount of which is not individually or in the aggregate Material or (b) the amount, applicability or validity of which is currently being contested in good faith by appropriate proceedings and with respect to which the Company or a Subsidiary, as the case may be, has established adequate reserves in accordance with GAAP. The Company knows of no basis for any other tax or assessment that could reasonably be expected to have a Material Adverse Effect. The charges, accruals and reserves on the books of the Company and its Subsidiaries in respect of federal, state or other taxes for all fiscal periods are adequate. The federal income tax liabilities of the Company and its Subsidiaries have been finally determined (whether by reason of completed audits or the statute of limitations having run) for all fiscal years up to and including the fiscal year ended December 31, 2008.

     Section 5.10. Title to Property; Leases. The Company and its Subsidiaries have good and sufficient title, rights of way, easements and/or leasehold interests in or to their respective properties that individually or in the aggregate are Material, including all such properties reflected in the most recent audited balance sheet referred to in Section 5.5 or purported to have been acquired by the Company or any Subsidiary after said date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens prohibited by the Indenture. All leases, rights of way, easements and leasehold interests that individually or in the aggregate are Material are valid and subsisting and are in full force and effect in all Material respects. With respect to the real property described in the Indenture, the Company is not subject to any mortgage, deed of trust or like Lien instrument other than the Indenture and Liens permitted under the Indenture.

     Section 5.11. Licenses, Permits, Etc.

     (a) The Company and its Subsidiaries own or possess all licenses, permits, franchises, authorizations, patents, copyrights, proprietary software, service marks, trademarks and trade names, or rights thereto, that individually or in the aggregate are Material, without known conflict with the rights of others.

     (b) To the best knowledge of the Company, no product of the Company or any of its Subsidiaries infringes in any Material respect any license, permit, franchise, authorization, patent, copyright, proprietary software, service mark, trademark, trade name or other right owned by any other Person.

     (c) To the best knowledge of the Company, there is no Material violation by any Person of any right of the Company or any of its Subsidiaries with respect to any patent,

8

copyright, proprietary software, service mark, trademark, trade name or other right owned or used by the Company or any of its Subsidiaries.

     Section 5.12. Compliance with ERISA.

     (a) The Company and each ERISA Affiliate have operated and administered each Plan (and any predecessor Plan) in compliance with all applicable laws except for such instances of non-compliance as have not resulted in and could not reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any ERISA Affiliate has incurred any liability pursuant to Title I of ERISA or Title IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans (as defined in Section 3 of ERISA), and no event, transaction or condition has occurred or exists that could reasonably be expected to result in the incurrence of any such liability by the Company or any ERISA Affiliate, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate, in either case pursuant to Title I of ERISA or Title IV of ERISA or to such penalty or excise tax provisions or to Section 401(a)(29) of the Code or Section 412 of the Code or Section 4068 of ERISA, other than such liabilities or Liens as would not be individually or in the aggregate Material.

     (b) The Company and its ERISA Affiliates have not incurred withdrawal liabilities (and are not subject to contingent withdrawal liabilities) under Section 4201 of ERISA or Section 4204 of ERISA in respect of Multiemployer Plans that individually or in the aggregate are Material.

     (c) The expected post-retirement benefit obligation (determined as of the last day of the Company’s most recently ended fiscal year in accordance with Financial Accounting Standards Board Accounting Standards Codification 715-60, without regard to liabilities attributable to continuation coverage mandated by Section 4980B of the Code) of the Company and its Subsidiaries is not expected to have a Material Adverse Effect.

     (d) The execution and delivery of this Agreement and the Indenture and the issuance, sale and delivery of the Bonds will not involve any transaction that is subject to the prohibitions of Section 406 of ERISA or in connection with which a tax could be imposed pursuant to Section 4975(c)(1)(A)-(D) of the Code. The representation by the Company to each Purchaser in the first sentence of this Section 5.12(d) is made in reliance upon and subject to the accuracy of such Purchaser’s representation in Section 6.2 as to the sources of the funds used to pay the purchase price of the Bonds to be purchased by such Purchaser.

     Section 5.13. Private Offering by the Company. Neither the Company nor anyone acting on its behalf has offered the Bonds or any similar Securities for sale to, or solicited any offer to buy any of the same from, or otherwise approached or negotiated in respect thereof with, any Person other than the Purchasers and not more than 65 other Institutional Investors, each of which has been offered the Bonds at a private sale for investment. Neither the Company nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Bonds to the registration requirements of Section 5 of the Securities Act or to the registration requirements of any state securities or blue sky laws of any applicable jurisdiction.

9

     Section 5.14. Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the sale of the Bonds as set forth on page 1 of the Memorandum. No part of the proceeds from the sale of the Bonds will be used, directly or indirectly, for the purpose of buying or carrying any margin stock within the meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221), or for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). As used in this Section 5.14, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.

     Section 5.15. Indebtedness.

     (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries as of December 31, 2009 (including a description of the principal amount outstanding and collateral therefor, if any, and Guaranty thereof, if any). Neither the Company nor any Subsidiary is in default, and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or such Subsidiary, and no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment.

     (b) Neither the Company nor any Subsidiary has agreed or consented to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or acquired after the Execution Date, to be subject to a Lien not prohibited by the Indenture.

     (c) Neither the Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other agreement (including, without limitation, its charter or other organizational document) that limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, except as specifically indicated in Schedule 5.15.

     Section 5.16. Foreign Assets Control Regulations, Etc.

     (a) Neither the sale of the Bonds by the Company nor its use of the proceeds thereof will violate the Trading with the Enemy Act, as amended, or any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto.

     (b) Neither the Company nor any Subsidiary (i) is a Person described or designated in the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control or in Section 1 of Executive Order No. 13,224 of September 23, 2001, Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism, 66 U.S. Fed. Reg. 49079 (2001), as amended, or (ii) engages in any dealings

10

or transactions, or is otherwise associated, with any such Person. The Company and its Subsidiaries are in compliance, in all Material respects, with the USA Patriot Act.

     (c) No part of the proceeds from the sale of the Bonds will be used, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended, assuming in all cases that such United States Foreign Corrupt Practices Act of 1977, as amended, applies to the Company.

     Section 5.17. Status under Certain Statutes. Neither the Company nor any Subsidiary is an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended. Neither the Company nor any Subsidiary is subject to regulation under the ICC Termination Act of 1995, as amended.

     Section 5.18. Environmental Matters. Except as disclosed in the Disclosure Documents:

     (a) Neither the Company nor any Subsidiary has knowledge of any claim or has received any notice of any claim, and no proceeding has been instituted raising any claim against the Company or any of its Subsidiaries or any of their respective real properties now or formerly owned, leased or operated by any of them or other assets, alleging any damage to the environment or violation of any Environmental Laws, except, in each case, such as could not reasonably be expected to result in a Material Adverse Effect.

     (b) Neither the Company nor any Subsidiary has knowledge of any facts that would give rise to any claim, public or private, of violation of Environmental Laws or damage to the environment emanating from, occurring on or in any way related to real properties now or formerly owned, leased or operated by any of them or to other assets or their use, except, in each case, such as could not reasonably be expected to result in a Material Adverse Effect.

     (c) Neither the Company nor any Subsidiary has stored any Hazardous Materials on real properties now or formerly owned, leased or operated by any of them and has not disposed of any Hazardous Materials in a manner contrary to any Environmental Laws in each case in any manner that could reasonably be expected to result in a Material Adverse Effect.

     (d) All buildings on all real properties now owned, leased or operated by the Company or any Subsidiary are in compliance with applicable Environmental Laws, except where failure to comply could not reasonably be expected to result in a Material Adverse Effect.

     Section 5.19. Indenture Matters. None of the execution or delivery of this Agreement, the Indenture or the Bonds or the consummation of the transactions contemplated by this Agreement, the Indenture or the Bonds, including the issuance, sale or delivery of the Bonds, will require the qualification of the Indenture under the Trust Indenture Act. The Company has good and marketable title to all its important properties described in the Memorandum and to substantially all other real estate and property specifically described in the Indenture as subject to the Lien of the Indenture except (a) that released or retired in accordance with the provisions of the Indenture, (b) leased offices, garages and service buildings, (c) certain electric substations

11

and gas regulator stations and other facilities erected on sites under leases, easements, permits or contractual arrangements, (d) certain pollution control facilities, which are subject to security interests granted to various municipalities and economic development corporations under installment sales contracts, (e) as to electric and gas transmission and distribution lines, many of such properties are constructed on rights-of-way by virtue of franchises or pursuant to easements only, and (f) as to certain gas storage fields, the Company’s interest in certain of the gas rights and rights of storage and other rights incidental thereto are in the nature of an easement or leasehold interest only. As of the Closing Date, the Indenture will constitute, as security for the Bonds, a valid direct first mortgage Lien on the real estate, property and franchises, subject only to excepted encumbrances as defined in the Indenture and except as otherwise expressly stated in the Indenture and subject to Michigan Compiled Laws Annotated Section 324.20138, which provides under certain circumstances for the creation of priority Liens on property of the Company in favor of the State of Michigan covering reimbursement for any expense incurred in a response activity under the Michigan Environmental Response Act. The Indenture is effective to create the Lien intended to be created by the Indenture. Real estate, property or franchises in the State of Michigan described in the Indenture acquired after the Closing by the Company will become subject to the Lien of the Indenture, at the time of acquisition, subject to Liens existing thereon at the time of acquisition, and subject to excepted encumbrances, and subject to any necessary filing and recording before the intervention of any Lien not expressly excepted thereby, and subject to the qualification above with respect to the enforceability of the Indenture. The Bonds and all other obligations under this Agreement will be direct and secured obligations of the Company ranking pari passu as against the assets of the Company subject to the Lien of the Indenture with all other present and future first mortgage bonds of the Company issued and outstanding under the Indenture.

Section 6. Representations of the Purchasers.

     Section 6.1. Purchase for Investment. Each Purchaser severally represents that (a) it is an “accredited investor” within the meaning of Rule 501(a)(1), (3) or (7) under the Securities Act and (b) it is purchasing the Bonds for its own account or for one or more separate accounts maintained by such Purchaser or for the account of one or more pension or trust funds and not with a view to the distribution thereof, provided that the disposition of such Purchaser’s or their property shall at all times be within such Purchaser’s or their control. Each Purchaser understands that the Bonds have not been registered under the Securities Act and may be resold only if registered pursuant to the provisions of the Securities Act or if an exemption from registration is available, except under circumstances where neither such registration nor such an exemption is required by law, and that the Company is not required to register the Bonds under the Securities Act or to list the Bonds on any national securities exchange.

     Section 6.2. Source of Funds. Each Purchaser severally represents that at least one of the following statements is an accurate representation as to each source of funds (a “Source”) to be used by such Purchaser to pay the purchase price of the Bonds to be purchased by such Purchaser under this Agreement:

     (a) the Source is an “insurance company general account” (within the meaning of PTE 95-60) in respect of which the reserves and liabilities (as defined by the annual statement for life insurance companies approved by the National Association of Insurance Commissioners

12

(the “NAIC Annual Statement”)) for the general account contract(s) held by or on behalf of any employee benefit plan together with the amount of the reserves and liabilities for the general account contract(s) held by or on behalf of any other employee benefit plans maintained by the same employer (or affiliate thereof as defined in PTE 95-60) or by the same employee organization in the general account do not exceed 10% of the total reserves and liabilities of the general account (exclusive of separate account liabilities) plus surplus as set forth in the NAIC Annual Statement filed with such Purchaser’s state of domicile;

     (b) the Source is a separate account that is maintained solely in connection with such Purchaser’s fixed contractual obligations under which the amounts payable, or credited, to any employee benefit plan (or its related trust) that has any interest in such separate account (or to any participant or beneficiary of such plan (including any annuitant)) are not affected in any manner by the investment performance of the separate account;

     (c) the Source is either (i) an insurance company pooled separate account, within the meaning of PTE 90-1, or (ii) a bank collective investment fund, within the meaning of PTE 91-38, and, except as disclosed by such Purchaser to the Company in writing pursuant to this Section 6.2(c), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund;

     (d) the Source constitutes assets of an “investment fund” (within the meaning of Part V of the QPAM Exemption) managed by a “qualified professional asset manager” or “QPAM” (within the meaning of Part V of the QPAM Exemption), no employee benefit plan’s assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and Part I(g) of the QPAM Exemption are satisfied, as of the last day of its most recent calendar quarter, (x) such QPAM does not own a 10% or more interest in the Company and (y) no Person controlling or controlled by the QPAM (applying the definition of “control” in Section V(e) of the QPAM Exemption) owns a 20% or more interest in the Company (or less than 20% but greater than 10%, if such Person exercises control over the management or policies of the Company by reason of its ownership interest) and (i) the identity of such QPAM and (ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this Section 6.2(d);

     (e) the Source constitutes assets of a “plan(s)” (within the meaning of Section IV of the INHAM Exemption) managed by an “in-house asset manager” or “INHAM” (within the meaning of Part IV of the INHAM Exemption), the conditions of Part I(a), Part I(g) and Part I(h) of the INHAM Exemption are satisfied, neither the INHAM nor a Person controlling or controlled by the INHAM (applying the definition of “control” in Section IV(d) of the INHAM Exemption) owns a 5% or more interest in the Company and (i) the identity of such INHAM and (ii) the name(s) of the employee benefit plan(s) whose assets constitute the Source have been disclosed to the Company in writing pursuant to this Section 6.2(e);

13

     (f) the Source is a governmental plan;

     (g) the Source is one or more employee benefit plans, or a separate account or trust fund comprised of one or more employee benefit plans, each of which has been identified to the Company in writing pursuant to this Section 6.2(g); or

     (h) the Source does not include assets of any employee benefit plan, other than a plan exempt from the coverage of ERISA.

As used in this Section 6.2, the terms “employee benefit plan”, “governmental plan” and “separate account” shall have the respective meanings assigned to such terms in Section 3 of ERISA.

Section 7. Information as to the Company.

     Section 7.1. Financial and Business Information. The Company shall deliver to each Holder that is an Institutional Investor:

     (a) Quarterly Statements — within 55 days after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), a copy of:

     (i) an unaudited consolidated balance sheet of the Company and its Subsidiaries as of the end of such quarter; and

     (ii) unaudited consolidated statements of income, changes in stockholder’s equity and cash flows of the Company and its Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter,

setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all Material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies of the Company’s Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(a), provided, further, that the Company shall be deemed to have made such delivery of such Quarterly Report on Form 10-Q if it shall have timely made such Quarterly Report on Form 10-Q available on “EDGAR” or available on the web site of its parent company on the worldwide web (at the Execution Date located at: http//www.cmsenergy.com) (such availability thereof being referred to as “Electronic Delivery”);

     (b) Annual Statements — within 75 days after the end of each fiscal year of the Company, a copy of:

14

     (i) a consolidated balance sheet of the Company and its Subsidiaries as of the end of such year; and

     (ii) consolidated statements of income, changes in stockholder’s equity and cash flows of the Company and its Subsidiaries for such year,

setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon of an independent registered public accounting firm of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accounting firm in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and provided that the delivery within the time period specified above of the Company’s Annual Report on Form 10-K for such fiscal year (together with the Company’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Securities Exchange Act of 1934, as amended from time to time) prepared in accordance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(b), provided, further, that the Company shall be deemed to have made such delivery of such Annual Report on Form 10-K if it shall have timely made Electronic Delivery thereof;

     (c) SEC and Other Reports — promptly upon their becoming available, one copy of (i) each financial statement, report, circular, notice, proxy statement or similar document sent by the Company or any Subsidiary to its principal lending banks (excluding information sent to such principal lending banks in the ordinary course of administration of a bank facility, such as information relating to pricing and borrowing availability) or to its public securities holders generally, provided that the Company shall be deemed to have made such delivery if it shall have timely made Electronic Delivery, and (ii) each regular or periodic report, each registration statement (without exhibits except as expressly requested by such Holder), each prospectus and all amendments thereto filed by the Company or any Subsidiary with the SEC and all press releases and other statements made available generally by the Company or any Subsidiary to the public concerning developments that are Material, provided that the Company shall be deemed to have made such delivery if it shall have timely made Electronic Delivery;

     (d) Notice of Default or Event of Default — promptly, and in any event within five Business Days after a Senior Financial Officer or any other officer of the Company with responsibility for the administration of the relevant portion of the Indenture becoming aware of the existence of any Default or Event of Default or that any Person has given any notice or taken any action with respect to a claimed Default under the Indenture, a written notice specifying the nature and period of existence thereof and what action the Company is taking or proposes to take with respect thereto;

     (e) ERISA Matters — promptly, and in any event within five Business Days after a Responsible Officer becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company or an ERISA Affiliate proposes to take with respect thereto:

15

     (i) with respect to any Plan, any reportable event, as defined in Section 4043(c) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the Execution Date;

     (ii) the taking by the PBGC of steps to institute, or the threatening by the PBGC of the institution of, proceedings under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Company or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or

     (iii) any event, transaction or condition that could result in the incurrence of any liability by the Company or any ERISA Affiliate pursuant to Title I of ERISA or Title IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate pursuant to Title I of ERISA or Title IV of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could reasonably be expected to have a Material Adverse Effect;

     (f) Notices from Governmental Authority — promptly, and in any event within 30 days of receipt thereof, copies of any notice to the Company or any Subsidiary from any federal or state Governmental Authority relating to any order, ruling, statute or other law or regulation that could reasonably be expected to have a Material Adverse Effect;

     (g) Certain Notices Under the Indenture — true, correct and complete copies of any notices delivered by the Company directly to any holder of first mortgage bonds pursuant to the terms and provisions of the Indenture; and

     (h) Requested Information — with reasonable promptness, such other Material data and information relating to the business, operations, affairs, financial condition, assets or properties of the Company or any of its Subsidiaries or relating to the ability of the Company to perform its obligations under this Agreement, the Indenture and the Bonds as from time to time may be reasonably requested by any such Holder, including, without limitation, such information as is required by Rule 144A under the Securities Act to be delivered to any prospective transferee of the Bonds.

     Section 7.2. Officer’s Certificate. Each set of financial statements delivered to a Holder pursuant to Section 7.1(a) or Section 7.1(b) shall be accompanied by a certificate of a Senior Financial Officer setting forth a statement that such Senior Financial Officer has reviewed the relevant terms of this Agreement and the Indenture and has made, or caused to be made, under his or her supervision, a review of the transactions and conditions of the Company and its Subsidiaries from the beginning of the quarterly or annual period covered by the statements then being furnished to the date of the certificate and that such review shall not have disclosed the existence during such period of any condition or event that constitutes a Default or an Event of Default or, if any such condition or event existed or exists (including, without limitation, any such event or condition resulting from the failure of the Company or any Subsidiary to comply with any Environmental Law), specifying the nature and period of existence thereof and what

16

action the Company shall have taken or proposes to take with respect thereto (which, in the case of Electronic Delivery of any such financial statements, shall be by separate concurrent delivery of such certificate to each Holder (which may be effected by separate concurrent electronic delivery thereof)).

     Section 7.3. Visitation. The Company shall permit the representatives of each Holder that is an Institutional Investor:

     (a) No Default — if no Default or Event of Default then exists, at the expense of such Holder and upon reasonable prior notice to the Company, to visit the principal executive office of the Company, to discuss the affairs, finances and accounts of the Company and its Subsidiaries with the Company’s Senior Financial Officers, and (with the consent of the Company, which consent will not be unreasonably withheld) its independent registered public accounting firm, and (with the consent of the Company, which consent will not be unreasonably withheld) to visit the other offices and properties of the Company and each Subsidiary, all at such reasonable times and as often as may be reasonably requested in writing; and

     (b) Default — if a Default or Event of Default then exists, at the expense of the Company, to visit and inspect any of the offices or properties of the Company or any Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent registered public accounting firm (and by this provision the Company authorizes said accounting firm to discuss the affairs, finances and accounts of the Company and its Subsidiaries), all at such times and as often as may be requested.

     (c) Confidentiality — notwithstanding the foregoing provisions of this Section 7.3, the Company shall not be obligated to permit any such Holder to so visit, discuss, inspect, examine or make copies and extracts unless such Holder shall have executed a confidentiality agreement in form and substance reasonably satisfactory to the Company (it being understood that the provisions of Section 15 shall constitute provisions reasonably satisfactory for this purpose).

Section 8. Form of Supplemental Indenture. Each Purchaser, by its purchase of the Bonds to be sold to such Purchaser at the Closing, consents and agrees to the form and content of the Supplemental Indenture.

Section 9. Payments on Bonds. So long as any Purchaser or its nominee shall be a Holder, and notwithstanding anything contained in the Indenture or such Holder’s Bond(s) to the contrary, the Company will pay or cause to be paid all sums becoming due on such Bond(s) for principal, premium, if any, and interest by the method and at the address specified for such purpose below such Purchaser’s name in Schedule A, or by such other method or at such other address as such Purchaser shall have from time to time specified to the Company in writing for such purpose, without the presentation or surrender of such Bond(s) or the making of any notation thereon, except that upon written request of the Company made concurrently with or reasonably promptly after payment or prepayment in full of any Bond, such Purchaser shall surrender such Bond for cancellation, reasonably promptly after any such request, to the Trustee at the place of payment designated pursuant to the Indenture. Prior to any sale or other

17

disposition of any Bond held by a Purchaser or its nominee, such Purchaser will, at its election, either endorse thereon the amount of principal paid thereon and the last date to which interest has been paid thereon or surrender such Bond to the Company or the Trustee in exchange for a new Bond or Bonds pursuant to the Indenture. The Company will afford the benefits of this Section 9 to any Institutional Investor that is the direct or indirect transferee of any Bond purchased by a Purchaser under this Agreement and that has made the same agreement relating to such Bond as the Purchasers have made in this Section 9.

Section 10. Expenses, Etc.

     Section 10.1. Transaction Expenses. Whether or not the transactions contemplated by this Agreement are consummated, the Company will pay all costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by the Purchasers and each other Holder in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Indenture or the Bonds (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Indenture or the Bonds or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Indenture or the Bonds, or by reason of being a Holder; (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated by this Agreement, the Indenture and the Bonds; and (c) the cost of obtaining Private Placement Numbers issued by Standard & Poor’s CUSIP Service Bureau for the Bonds. The Company will pay, and will save each Purchaser and each other Holder harmless from, all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other Holder in connection with its purchase of the Bonds). Notwithstanding the foregoing, the Company shall not be required to pay any costs or expenses of a Purchaser if such Purchaser shall have failed to purchase any Bonds that it is obligated to purchase under this Agreement.

     Section 10.2. Survival. The obligations of the Company under this Section 10 will survive the payment or transfer of any Bond, the enforcement, amendment or waiver of any provision of this Agreement, the Indenture or the Bonds, and the termination of this Agreement.

Section 11. Survival of Representations and Warranties; Entire Agreement. All representations and warranties contained in this Agreement shall survive the execution and delivery of this Agreement, the Indenture and the Bonds, the purchase or transfer by any Purchaser of any Bond or portion thereof or interest therein and the payment of any Bond, and may be relied upon by any subsequent Holder, regardless of any investigation made at any time by or on behalf of such Purchaser or any other Holder. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement or the Indenture shall be deemed representations and warranties of the Company, as of the date made, under this Agreement. Subject to the preceding sentence, this Agreement, the Indenture and the Bonds embody the entire agreement and understanding between each

18

Purchaser and the Company and supersede all prior agreements and understandings relating to the subject matter of this Agreement.

Section 12. Amendment and Waiver.

     Section 12.1. Requirements. In addition to and not in limitation of any rights of a Holder to amend or waive any provision of the Indenture or to consent to an amendment or waiver of the Indenture in accordance with the terms of the Indenture, this Agreement may be amended, and the observance of any term of this Agreement may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, Section 2, Section 3, Section 4, Section 5, Section 6 or Section 16, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of each Holder affected thereby, (i) change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or premium, if any, on, the Bonds, (ii) change the percentage of the principal amount of the Bonds the Holders of which are required to consent to any such amendment or waiver or (iii) amend any of Section 12 or Section 15.

     Section 12.2. Solicitation of Holders.

     (a) Solicitation. The Company will provide each Holder (irrespective of the amount of Bonds then owned by it) with sufficient information, sufficiently far in advance of the date a decision is required, to enable such Holder to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions of this Agreement, the Indenture or the Bonds. The Company will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to the provisions of this Section 12 to each Holder promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the requisite percentage of Holders.

     (b) Payment. The Company will not directly or indirectly pay or cause to be paid any remuneration, whether by way of supplemental or additional interest, fee or otherwise, or grant any security or provide other credit support, to any Holder as consideration for or as an inducement to the entering into by any Holder of any waiver or amendment of any of the terms and provisions of this Agreement or the Indenture unless such remuneration is concurrently paid, or security is concurrently granted or other credit support concurrently provided, on the same terms, ratably to each Holder then outstanding even if (in all cases except for the payment solely of a consent fee) such Holder did not consent to such waiver or amendment.

     Section 12.3. Binding Effect, Etc. Any amendment or waiver consented to as provided in this Section 12 applies equally to all Holders and is binding upon them and upon each future Holder and upon the Company without regard to whether any Bond has been marked to indicate such amendment or waiver. No such amendment or waiver will extend to or affect any obligation, covenant, agreement, Default or Event of Default not expressly amended or waived or impair any right consequent thereon. No course of dealing between the Company and any Holder nor any delay in exercising any rights under this Agreement, the Indenture or any Bond

19

shall operate as a waiver of any rights of any Holder. As used herein, the term “this Agreement” and references thereto shall mean this Agreement as it may from time to time be amended or supplemented.

     Section 12.4. Bonds Held by Company, Etc. Solely for the purpose of determining whether the Holders of the requisite percentage of the aggregate principal amount of Bonds then outstanding approved or consented to any amendment, waiver or consent to be given under this Agreement, or have directed the taking of any action provided in this Agreement to be taken upon the direction of the Holders of a specified percentage of the aggregate principal amount of Bonds then outstanding, Bonds directly or indirectly owned by the Company or any of its Affiliates shall be deemed not to be outstanding.

Section 13. Notices. All notices and communications provided for under this Agreement shall be in writing and sent (a) by telefacsimile if the sender on the same day sends a confirming copy of such notice by a recognized overnight delivery service (charges prepaid), (b) by registered or certified mail with return receipt requested (postage prepaid) or (c) by a recognized overnight delivery service (charges prepaid). Any such notice must be sent:

     (i) if to any Purchaser or its nominee, to such Purchaser or nominee at the address specified for such communications in Schedule A, or at such other address as such Purchaser or nominee shall have specified to the Company in writing;

     (ii) if to any other Holder, to such Holder at such address as such Holder shall have specified to the Company in writing;

     (iii) if to the Company, to the Company at Consumers Energy Company, One Energy Plaza, Jackson, Michigan 49201, Attention: Treasurer, or at such other address as the Company shall have specified to the Holders in writing; or

     (iv) if to the Trustee, to the Trustee at The Bank of New York Mellon, 101 Barclay Street, New York, New York 10286, or at such other address as the Trustee shall have specified to the Holders in writing.

Notices under this Section 13 will be deemed given only when actually received.

Section 14. Reproduction of Documents. This Agreement, the Indenture and all documents relating to this Agreement and the Indenture, including, without limitation, (a) consents, waivers and modifications that may be executed after the Execution Date, (b) documents received by any Purchaser at the Closing (except the Bonds themselves), and (c) financial statements, certificates and other information previously or furnished to any Purchaser after the Execution Date, may be reproduced by such Purchaser by any photographic, photostatic, electronic, digital, microfilm, microcard or other similar process and such Purchaser may destroy any original document so reproduced. The Company agrees and stipulates that, to the extent permitted by applicable law, any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding (whether or not the original is in existence and whether or not such reproduction was made by such Purchaser in the regular course of business) and any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence. This Section 14 shall not prohibit the Company or any Holder from contesting any

20

such reproduction to the same extent that it could contest the original, or from introducing evidence to demonstrate the inaccuracy of any such reproduction.

Section 15. Confidential Information. For the purposes of this Section 15, “Confidential Information” means information delivered (either orally or in writing) to any Purchaser by or on behalf of the Company or any Subsidiary in connection with the transactions contemplated by or otherwise pursuant to this Agreement that is proprietary in nature, provided that such term does not include information that (a) was publicly known or otherwise known to such Purchaser prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by such Purchaser or any Person acting on such Purchaser’s behalf, (c) otherwise becomes known to such Purchaser other than through disclosure by the Company or any Subsidiary or (d) constitutes financial statements delivered to such Purchaser under Section 7.1 that are otherwise publicly available. Each Purchaser will maintain the confidentiality of such Confidential Information in accordance with procedures adopted by such Purchaser in good faith to protect confidential information of third parties delivered to such Purchaser, provided that such Purchaser may deliver or disclose Confidential Information to (i) its directors, trustees, officers, employees, agents, attorneys and Affiliates (to the extent such disclosure reasonably relates to the administration of the investment represented by its Bonds), (ii) its financial advisors and other professional advisors or any other Holder who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 15, (iii) any Institutional Investor to which it sells or offers to sell such Bond or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 15), (iv) any Person from which it offers to purchase any Security of the Company (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 15), (v) any federal or state regulatory authority having jurisdiction over such Purchaser, (vi) the NAIC or the SVO or, in each case, any similar organization, or any nationally recognized rating agency that requires access to information about such Purchaser’s investment portfolio, or (vii) any other Person to which such delivery or disclosure may be necessary or appropriate (w) to effect compliance with any law, rule, regulation or order applicable to such Purchaser, (x) in response to any subpoena or other legal process, (y) in connection with any litigation to which such Purchaser is a party or (z) if an Event of Default has occurred and is continuing, to the extent such Purchaser may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under such Purchaser’s Bonds, the Indenture and this Agreement. Any Holder (and any employee, representative or other agent of such Holder) may disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure of the transaction and all materials of any kind (including opinions or other tax analyses) that are provided to the taxpayer relating to such tax treatment and tax structure. The authorization in the immediately preceding sentence is not intended to permit, and does not permit, disclosure of any information not related to the tax treatment or tax structure of the transaction, including, for example, the identities of participants or potential participants and any Confidential Information regarding the operations or finances of the Company and its Subsidiaries. Each Holder, by its acceptance of a Bond, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 15 as though it were a party to this Agreement. On reasonable request by the Company in connection with the delivery to any Holder of information required to be delivered to such Holder under this Agreement or requested by such Holder (other than a Holder that is a party to this Agreement or

21

its nominee), such Holder will enter into an agreement with the Company embodying the provisions of this Section 15.

Section 16. Substitution of Purchaser. Each Purchaser shall have the right to substitute any one of its Affiliates as the purchaser of the Bonds that it has agreed to purchase pursuant to this Agreement, by written notice to the Company, which notice shall be signed by both such Purchaser and such Affiliate, shall contain such Affiliate’s agreement to be bound by this Agreement and shall contain a confirmation by such Affiliate of the accuracy with respect to it of the representations set forth in Section 6. Upon receipt of such notice, any reference to such Purchaser in this Agreement (other than in this Section 16) shall be deemed to refer to such Affiliate in lieu of such original Purchaser. In the event that such Affiliate is so substituted as a Purchaser under this Agreement and such Affiliate thereafter transfers to such original Purchaser all of the Bonds then held by such Affiliate, upon receipt by the Company of notice of such transfer, any reference to such Affiliate as a “Purchaser” in this Agreement (other than in this Section 16) shall no longer be deemed to refer to such Affiliate, but shall refer to such original Purchaser, and such original Purchaser shall again have all the rights of an original Holder under this Agreement.

Section 17. Miscellaneous.

     Section 17.1. Successors and Assigns. All covenants and other agreements contained in this Agreement by or on behalf of any of the parties to this Agreement bind and inure to the benefit of their respective successors and assigns (including, without limitation, any subsequent Holder) whether so expressed or not.

     Section 17.2. Payments Due on Non-Business Days. Anything in this Agreement, the Indenture or the Bonds to the contrary notwithstanding, any payment of principal of or premium or interest on any Bond that is due on a date other than a Business Day shall be made on the next succeeding Business Day without including the additional days elapsed in the computation of the interest payable on such next succeeding Business Day; provided that if the maturity date of any Bond is a date other than a Business Day, the payment otherwise due on such maturity date shall be made on the next succeeding Business Day and shall include the additional days elapsed in the computation of interest payable on such next succeeding Business Day.

     Section 17.3. Accounting Terms. All accounting terms used in this Agreement that are not expressly defined in this Agreement have the meanings respectively given to them in accordance with GAAP. Except as otherwise specifically provided in this Agreement, (a) all computations made pursuant to this Agreement shall be made in accordance with GAAP and (b) all financial statements shall be prepared in accordance with GAAP.

     Section 17.4. Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Agreement, and any such prohibition or unenforceability in any jurisdiction shall (to the full extent permitted by law) not invalidate or render unenforceable such provision in any other jurisdiction. No right, power or remedy conferred by this Agreement upon any Holder shall be exclusive of any other

22

right, power or remedy referred to in this Agreement or now or after the Execution Date available at law, in equity, by statute or otherwise.

     Section 17.5. Construction, Etc. Each covenant contained in this Agreement shall be construed (absent express provision to the contrary) as being independent of each other covenant contained in this Agreement, so that compliance with any one covenant shall not (absent such an express contrary provision) be deemed to excuse compliance with any other covenant. Where any provision in this Agreement refers to action to be taken by any Person, or that such Person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such Person. For the avoidance of doubt, all Schedules and Exhibits attached to this Agreement shall be deemed to be a part of this Agreement. The term “property” or “properties” means, unless otherwise specifically limited, real or personal property of any kind, tangible or intangible, choate or inchoate.

     Section 17.6. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute one instrument. Each counterpart may consist of a number of copies of this Agreement, each signed by less than all, but together signed by all, of the parties to this Agreement.

     Section 17.7. Governing Law. This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York excluding choice-of-law principles of the law of such State that would require the application of the laws of a jurisdiction other than such State.

     Section 17.8. Jurisdiction and Process; Waiver of Jury Trial.

     (a) Each of the Company and each Purchaser irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement. To the fullest extent permitted by applicable law, each of the Company and each Purchaser irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or after the Execution Date have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.

     (b) The Company consents to process being served by or on behalf of any Holder in any suit, action or proceeding of the nature referred to in Section 17.8(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in Section 13 or at such other address of which such Holder shall then have been notified pursuant to said Section 13. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices under this Agreement shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service.

23

     (c) Nothing in this Section 17.8 shall affect the right of any Holder to serve process in any manner permitted by law, or limit any right that the Holders may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.

     (d) The parties to this Agreement hereby waive trial by jury in any action brought on or with respect to this Agreement or any other document executed in connection with this Agreement.

24

     If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company.

Very truly yours,

CONSUMERS ENERGY COMPANY

By:	/s/ Thomas J. Webb
	Name:	Thomas J. Webb
	Title:	Executive Vice President and Chief Financial Officer

This Agreement is hereby accepted and agreed to as of the date thereof.

METROPOLITAN LIFE INSURANCE COMPANY
METLIFE INVESTORS USA INSURANCE COMPANY

METLIFE REINSURANCE COMPANY OF SOUTH CAROLINA
METLIFE REINSURANCE COMPANY OF VERMONT

By: METROPOLITAN LIFE INSURANCE COMPANY,
for itself and as investment manager for the above entities

By:	/s/ John A. Tanyeri
	Name:	John A. Tanyeri
	Title:	Director

This Agreement is hereby accepted and agreed to as of the date thereof.

UNION FIDELITY LIFE INSURANCE COMPANY

By: METLIFE INVESTMENT ADVISORS COMPANY, LLC,
its investment advisor

By:	/s/ John A. Tanyeri
	Name:	John A. Tanyeri
	Title:	Director

This Agreement is hereby accepted and agreed to as of the date thereof.

THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY

By:	/s/ Howard Stern
	Name:	Howard Stern
	Title:	Its Authorized Representative

This Agreement is hereby accepted and agreed to as of the date thereof.

THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY —

For its Group Annuity Separate Account

By:	/s/ Howard Stern
	Name:	Howard Stern
	Title:	Its Authorized Representative

This Agreement is hereby accepted and agreed to as of the date thereof.

CONNECTICUT GENERAL LIFE INSURANCE COMPANY

By: CIGNA INVESTMENTS, INC. (authorized agent)

By:	/s/ Robert W. Eccles
	Name:	Robert W. Eccles
	Title:	Senior Managing Director

This Agreement is hereby accepted and agreed to as of the date thereof.

LIFE INSURANCE COMPANY OF NORTH AMERICA

By: CIGNA INVESTMENTS, INC. (authorized agent)

By:	/s/ Robert W. Eccles
	Name:	Robert W. Eccles
	Title:	Senior Managing Director

This Agreement is hereby accepted and agreed to as of the date thereof.

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

By:	/s/ Eve Hampton
	Name:	Eve Hampton
	Title:	Vice President, Investments
By:	/s/ James Lowery
	Name:	James Lowery
	Title:	Asst. Vice President, Investments

This Agreement is hereby accepted and agreed to as of the date thereof.

FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

By:	/s/ Eve Hampton
	Name:	Eve Hampton
	Title:	Vice President, Investments
By:	/s/ James Lowery
	Name:	James Lowery
	Title:	Asst. Vice President, Investments

This Agreement is hereby accepted and agreed to as of the date thereof.

PROTECTIVE LIFE INSURANCE COMPANY

By:	/s/ Philip G. Passafiome
	Name:	Philip G. Passafiome
	Title:	Director, Fixed Income

This Agreement is hereby accepted and agreed to as of the date thereof.

MINNESOTA LIFE INSURANCE COMPANY

By: ADVANTUS CAPITAL MANAGEMENT, INC.

By:	/s/ Gregory Ortquist
	Name:	Gregory Ortquist
	Title:	Vice President

This Agreement is hereby accepted and agreed to as of the date thereof.

WORLD INSURANCE COMPANY

By: ADVANTUS CAPITAL MANAGEMENT, INC.

By:	/s/ Gregory Ortquist
	Name:	Gregory Ortquist
	Title:	Vice President

This Agreement is hereby accepted and agreed to as of the date thereof.

THE CATHOLIC AID ASSOCIATION

By: ADVANTUS CAPITAL MANAGEMENT, INC.

By:	/s/ Gregory Ortquist
	Name:	Gregory Ortquist
	Title:	Vice President

This Agreement is hereby accepted and agreed to as of the date thereof.

COLORADO BANKERS LIFE INSURANCE COMPANY

By: ADVANTUS CAPITAL MANAGEMENT, INC.

By:	/s/ Gregory Ortquist
	Name:	Gregory Ortquist
	Title:	Vice President

This Agreement is hereby accepted and agreed to as of the date thereof.

NEW ERA LIFE INSURANCE

By: ADVANTUS CAPITAL MANAGEMENT, INC.

By:	/s/ Gregory Ortquist
	Name:	Gregory Ortquist
	Title:	Vice President

This Agreement is hereby accepted and agreed to as of the date thereof.

KNIGHTS OF COLUMBUS

By:	/s/ Donald R. Kehoe
	Name:	Donald R. Kehoe
	Title:	Supreme Secretary

This Agreement is hereby accepted and agreed to as of the date thereof.

THRIVENT FINANCIAL FOR LUTHERANS

By:	/s/ Alan D. Onstad
	Name:	Alan D. Onstad
	Title:	Senior Director

This Agreement is hereby accepted and agreed to as of the date thereof.

THE UNION CENTRAL LIFE INSURANCE COMPANY

By: SUMMIT INVESTMENT PARTNERS, as Agent

By:	/s/ Andrew S. White
	Name:	Andrew S. White
	Title:	Managing Director — Private Placement

This Agreement is hereby accepted and agreed to as of the date thereof.

ACACIA LIFE INSURANCE COMPANY

By: SUMMIT INVESTMENT PARTNERS, as Agent

By:	/s/ Andrew S. White
	Name:	Andrew S. White
	Title:	Managing Director — Private Placement

This Agreement is hereby accepted and agreed to as of the date thereof.

AMERITAS LIFE INSURANCE CORP.

By: SUMMIT INVESTMENT PARTNERS, as Agent

By:	/s/ Andrew S. White
	Name:	Andrew S. White
	Title:	Managing Director — Private Placement

This Agreement is hereby accepted and agreed to as of the date thereof.

CUMIS INSURANCE SOCIETY, INC.

By: MEMBERS CAPITAL ADVISORS, INC., acting as Investment Advisor

By:	/s/ Allen R. Cantrell
	Name:	Allen R. Cantrell
	Title:	Director, Investments

This Agreement is hereby accepted and agreed to as of the date thereof.

SOUTHERN FARM BUREAU LIFE INSURANCE COMPANY

By:	/s/ David Divine
	Name:	David Divine
	Title:	Portfolio Manager

This Agreement is hereby accepted and agreed to as of the date thereof.

ASSURITY LIFE INSURANCE COMPANY

By:	/s/ Victor Weber
	Name:	Victor Weber
	Title:	Senior Director — Investments

This Agreement is hereby accepted and agreed to as of the date thereof.

STANDARD INSURANCE COMPANY

By:	/s/ Floyd Chadee
	Name:	Floyd Chadee
	Title:	Sr. VP & CFO

This Agreement is hereby accepted and agreed to as of the date thereof.

COTTON STATES LIFE INSURANCE

By:	/s/ John Jacobs
	Name:	John Jacobs
	Title:	Director — Fixed Income

This Agreement is hereby accepted and agreed to as of the date thereof.

COUNTRY MUTUAL INSURANCE COMPANY

By:	/s/ John Jacobs
	Name:	John Jacobs
	Title:	Director — Fixed Income

This Agreement is hereby accepted and agreed to as of the date thereof.

COUNTRY LIFE INSURANCE COMPANY

By:	/s/ John Jacobs
	Name:	John Jacobs
	Title:	Director — Fixed Income

This Agreement is hereby accepted and agreed to as of the date thereof.

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

By:	/s/ Gerald C. Hanrahan, Jr.
	Name:	Gerald C. Hanrahan, Jr.
	Title:	Managing Director

This Agreement is hereby accepted and agreed to as of the date thereof.

JOHN HANCOCK LIFE & HEALTH INSURANCE COMPANY

By:	/s/ Gerald C. Hanrahan
	Name:	Gerald C. Hanrahan
	Title:	Authorized Signatory

This Agreement is hereby accepted and agreed to as of the date thereof.

NATIONAL GUARDIAN LIFE INSURANCE COMPANY

By:	/s/ R.A. Mucci
	Name:	R.A. Mucci
	Title:	Senior Vice President & Treasurer

Schedule A

Information Relating to Purchasers

	Principal		Principal
	Amount of 2022		Amount of 2040
	Bonds to be		Bonds to be
Name of Purchaser	Purchased		Purchased
Metropolitan Life Insurance Company	$	50,000,000	$	5,000,000

1.	Bonds to be registered in the name of Metropolitan Life Insurance Company
2.	Original Bonds delivered to:

Metropolitan Life Insurance Company
Securities Investments, Law Department
P.O. Box 1902
10 Park Avenue
Morristown, New Jersey 07962-1902
Attention: Daniel Kenney, Esq.
Phone: 973-355-4930

3. All scheduled payments of principal and interest by wire transfer of immediately available funds to:

Bank Name: JPMorgan Chase Bank
ABA Routing #: 021-000-021
Account No.: 002-2-410591
Account Name: Metropolitan Life Insurance Company
Ref: Consumers Energy Company 5.300% due 9/1/2022 or 6.170% due 9/1/2040

with sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate, maturity and whether payment is of principal, interest, make whole amount or otherwise

For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions to the contrary, will make such payments to the account and in the manner set forth above

4. All notices and communications:

Metropolitan Life Insurance Company
Investments, Private Placements
P.O. Box 1902

Schedule A
(to Bond Purchase Agreement)

10 Park Avenue
Morristown, New Jersey 07962-1902
Attention: Director
Fax: 973-355-4250

With a copy OTHER than with respect to deliveries of financial statements to:

Metropolitan Life Insurance Company
P.O. Box 1902
10 Park Avenue
Morristown, New Jersey 07962-1902
Attention: Chief Counsel-Securities Investments (PRIV)
Email: sec_invest_law@metlife.com

5. Taxpayer identification number: 13-5581829

Schedule A
(to Bond Purchase Agreement)

Schedule A

Information Relating to Purchasers

	Principal		Principal
	Amount of 2022		Amount of 2040
	Bonds to be		Bonds to be
Name of Purchaser	Purchased		Purchased
MetLife Investors USA Insurance Company	$	15,000,000	$	0

1.	Bonds to be registered in the name of MetLife Investors USA Insurance Company
2.	Original Bonds delivered to:

MetLife Investors USA Insurance Company
c/o Metropolitan Life Insurance Company
Securities Investments, Law Department
10 Park Avenue
Morristown, New Jersey 07962-1902
Attention: Daniel Kenney, Esq.
Phone: 973-355-4930

3. All scheduled payments of principal and interest by wire transfer of immediately available funds to:

Bank Name: JPMorgan Chase Bank
ABA Routing #: 021-000-021
Account No.: 002-2-431530
Account Name: MetLife Investors USA Insurance Company
Ref: Consumers Energy Company 5.300% due 9/1/2022

with sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate, maturity and whether payment is of principal, interest, make whole amount or otherwise

For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions to the contrary, will make such payments to the account and in the manner set forth above

4. All notices and communications:

MetLife Investors USA Insurance Company
c/o Metropolitan Life Insurance Company
Investments, Private Placements

Schedule A
(to Bond Purchase Agreement)

P.O. Box 1902
10 Park Avenue
Morristown, New Jersey 07962-1902
Attention: Director
Fax: 973-355-4250

With a copy OTHER than with respect to deliveries of financial statements to:

MetLife Investors USA Insurance Company
c/o Metropolitan Life Insurance Company
P.O. Box 1902
10 Park Avenue
Morristown, New Jersey 07962-1902
Attention: Chief Counsel-Securities Investments (PRIV)
Email: sec_invest_law@metlife.com

5. Taxpayer identification number: 54-0696644

Schedule A
(to Bond Purchase Agreement)

Schedule A

Information Relating to Purchasers

	Principal		Principal
	Amount of 2022		Amount of 2040
	Bonds to be		Bonds to be
Name of Purchaser	Purchased		Purchased
MetLife Reinsurance Company of South Carolina	$	5,000,000	$	0

1.	Bonds to be registered in the name of MetLife Reinsurance Company of South Carolina Trust A
2.	Original Bonds delivered to:

MetLife Reinsurance Company of South Carolina
c/o Metropolitan Life Insurance Company
Securities Investments, Law Department
10 Park Avenue
Morristown, New Jersey 07962-1902
Attention: Daniel Kenney, Esq.
Phone: 973-355-4930

3. All scheduled payments of principal and interest by wire transfer of immediately available funds to:

Bank: U. S. Bank N. A.
Trust Dept Income Unit
60 Livingston Avenue
St Paul, MN 55107
ABA: 091000022
A/C: 180183083765
FFC to Trust Account No.: 195981
For Account Name: MetLife Reinsurance Company of South Carolina Trust A for the benefit of Consumers Energy Company 5.30% due 9/1/2022
Attn: Denise Fultz

with sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate, maturity and whether payment is of principal, interest, make whole amount or otherwise

For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions to the contrary, will make such payments to the account and in the manner set forth above

Schedule A
(to Bond Purchase Agreement)

4. All notices and communications:

MetLife Reinsurance Company of South Carolina
c/o Metropolitan Life Insurance Company
Investments, Private Placements
P.O. Box 1902
10 Park Avenue
Morristown, New Jersey 07962-1902
Attention: Director
Fax: 973-355-4250

With a copy OTHER than with respect to deliveries of financial statements to:

MetLife Reinsurance Company of South Carolina
c/o Metropolitan Life Insurance Company
P.O. Box 1902
10 Park Avenue
Morristown, New Jersey 07962-1902
Attention: Chief Counsel-Securities Investments (PRIV)
Email: sec_invest_law@metlife.com

5. Taxpayer identification number: 20-1452630

Schedule A
(to Bond Purchase Agreement)

Schedule A

Information Relating to Purchasers

	Principal		Principal
	Amount of 2022		Amount of 2040
	Bonds to be		Bonds to be
Name of Purchaser	Purchased		Purchased
MetLife Reinsurance Company of Vermont	$	5,000,000	$	0

1.	Bonds to be registered in the name of MetLife Reinsurance Company of Vermont
2.	Original Bonds delivered to:

MetLife Reinsurance Company of Vermont
c/o Metropolitan Life Insurance Company
Securities Investments, Law Department
10 Park Avenue
Morristown, New Jersey 07962-1902
Attention: Daniel Kenney, Esq.
Phone: 973-355-4930

3. All scheduled payments of principal and interest by wire transfer of immediately available funds to:

Bank Name: JPMorgan Chase Bank
ABA Routing #: 021000021
Account No.: 304698660
Account Name: MetLife Reinsurance Company of Vermont (Cell 1 Operations)
Ref: Consumers Energy Company 5.300% due 9/1/2022

with sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate, maturity and whether payment is of principal, interest, make whole amount or otherwise

For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions to the contrary, will make such payments to the account and in the manner set forth above

4. All notices and communications:

MetLife Reinsurance Company of Vermont
c/o Metropolitan Life Insurance Company
Investments, Private Placements

Schedule A
(to Bond Purchase Agreement)

P.O. Box 1902
10 Park Avenue
Morristown, New Jersey 07962-1902
Attention: Director
Fax: 973-355-4250

With a copy OTHER than with respect to deliveries of financial statements to:

MetLife Reinsurance Company of Vermont
c/o Metropolitan Life Insurance Company
P.O. Box 1902
10 Park Avenue
Morristown, New Jersey 07962-1902
Attention: Chief Counsel-Securities Investments (PRIV)
Email: sec_invest_law@metlife.com

5. Taxpayer identification number: 26-1511401

Schedule A
(to Bond Purchase Agreement)

Schedule A

Information Relating to Purchasers

	Principal		Principal
	Amount of 2022		Amount of 2040
	Bonds to be		Bonds to be
Name of Purchaser	Purchased		Purchased
Union Fidelity Life Insurance Company	$	15,000,000	$	0

1.	Bonds to be registered in the name of Union Fidelity Life Insurance Company
2.	Original Bonds delivered to:

Bank of New York Mellon
1 Wall Street
3rd Floor Window A
New York, NY 10286
Attention: Anthony Saviano
Phone: 212-635-6764

With copies of the Bonds emailed to dkenney2@metlife.com

3. All scheduled payments of principal and interest by wire transfer of immediately available funds to:

Bank Name: Bank of New York Mellon
ABA Routing #: 021000018
Account No.: 127036
Account Name: Union Fidelity Life Insurance Company
Ref: UFLIC FRFCLSS
Ref.: Consumers Energy Company 5.300% due 9/1/2022

with sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate, maturity and whether payment is of principal, interest, make whole amount or otherwise

For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions to the contrary, will make such payments to the account and in the manner set forth above

4. All notices and communications:

Union Fidelity Life Insurance Company

Schedule A
(to Bond Purchase Agreement)

c/o MetLife Investment Advisors Company LLC
Investments, Private Placements
P.O. Box 1902
10 Park Avenue
Morristown, New Jersey 07962-1902
Attention: Director
Fax: 973-355-4250

With a copy OTHER than with respect to deliveries of financial statements to:

Union Fidelity Life Insurance Company
c/o MetLife Investment Advisors Company LLC
P.O. Box 1902
10 Park Avenue
Morristown, New Jersey 07962-1902
Attention: Chief Counsel-Securities Investments (PRIV)
Email: sec_invest_law@metlife.com

5. Taxpayer identification number: 31-0252460

Schedule A
(to Bond Purchase Agreement)

Schedule A

Information Relating to Purchasers

	Principal		Principal
	Amount of 2022		Amount of 2040
	Bonds to be		Bonds to be
Name of Purchaser	Purchased		Purchased
The Northwestern Mutual Life Insurance Company	$	45,000,000	$	0

1.	Bonds to be registered in the name of The Northwestern Mutual Life Insurance Company
2.	Original Bonds delivered to:

The Northwestern Mutual Life Insurance Company
720 East Wisconsin Avenue
Milwaukee, WI 53202
Attention: Karen Stevens
Phone: 414-665-1444

3. All payments by wire transfer of immediately available funds to:

US Bank
777 East Wisconsin Avenue
Milwaukee, WI 53202
ABA #075000022
For the account of:
NM Private Placement
Account No. 182380324521

with sufficient information to identify the source of the transfer, the amount of interest, principal or premium, the series of Bonds and the PPN

4. All notices of payments and written confirmations of such wire transfers:

The Northwestern Mutual Life Insurance Company
720 East Wisconsin Avenue
Milwaukee, WI 53202
Attention: Investment Operations
Fax: 414-625-6998

5. All other communications:

The Northwestern Mutual Life Insurance Company

Schedule A
(to Bond Purchase Agreement)

720 East Wisconsin Avenue
Milwaukee, WI 53202
Attention: Securities Department
Fax: 414-665-7124

6. Taxpayer identification number: 39-0509570

Schedule A
(to Bond Purchase Agreement)

Schedule A

Information Relating to Purchasers

	Principal		Principal
	Amount of 2022		Amount of 2040
	Bonds to be		Bonds to be
Name of Purchaser	Purchased		Purchased
The Northwestern Mutual Life Insurance Company — for its Group Annuity Separate Account	$	2,000,000		$0

1.	Bonds to be registered in the name of The Northwestern Mutual Life Insurance Company — for its Group Annuity Separate Account
2.	Original Bonds delivered to:
	The Northwestern Mutual Life Insurance Company 720 East Wisconsin Avenue Milwaukee, WI 53202 Attention: Karen Stevens Phone: 414-665-1444
3.	All payments by wire transfer of immediately available funds to:
	US Bank 777 East Wisconsin Avenue Milwaukee, WI 53202 ABA #075000022 For the account of: NM GASA Account Account No. 182380324018
	with sufficient information to identify the source of the transfer, the amount of interest, principal or premium, the series of Bonds and the PPN
4.	All notices of payments and written confirmations of such wire transfers:
	The Northwestern Mutual Life Insurance Company — for its Group Annuity Separate Account 720 East Wisconsin Avenue Milwaukee, WI 53202 Attention: Investment Operations Fax: 414-625-6998

Schedule A
(to Bond Purchase Agreement)

5.	All other communications:
	The Northwestern Mutual Life Insurance Company 720 East Wisconsin Avenue Milwaukee, WI 53202 Attention: Securities Department Fax: 414-665-7124
6.	Taxpayer identification number: 39-0509570

Schedule A
(to Bond Purchase Agreement)

Schedule A

Information Relating to Purchasers

	Principal		Principal
	Amount of 2022		Amount of 2040
	Bonds to be		Bonds to be
Name of Purchaser	Purchased		Purchased
Connecticut General Life Insurance Company	$	17,000,000		$0
	To be allocated in the following amounts to separate portfolios:
	$	5,000,000
	$	3,000,000
	$	2,000,000
	$	2,000,000
	$	2,000,000
	$	2,000,000
	$	1,000,000

1.	Bonds to be registered in the name of CIG & Co.
2.	Original Bonds delivered to:
	CIG & Co. c/o CIGNA Investments, Inc. Attention: Fixed Income Securities Wilde Building, A5PRI 900 Cottage Grove Rd Bloomfield, Connecticut 06002 Phone: 860-226-8366
3.	Payment on Account of Instruments By Federal Funds Wire Transfer to:
	J.P. Morgan Chase Bank BNF=CIGNA Private Placements/AC=9009001802 ABA# 021000021 Accompanying Information: OBI=(name of company; description of security; interest rate; maturity date; PPN/CUSIP)
4.	Address for Notices Related to Payments
	CIG & Co. c/o CIGNA Investments, Inc.

Schedule A
(to Bond Purchase Agreement)

	Attention: Fixed Income Securities Wilde Building, A5PRI 900 Cottage Grove Rd Bloomfield, Connecticut 06002 Fax: 860-226-8400
	with a copy to:
	J.P. Morgan Chase Bank 14201 Dallas Parkway, 12th Floor Dallas, Texas 75254-2916 Attention: Rudy Paredes, Mail Code TX1-J222 Phone: 469-477-1960 Fax: 469-477-1904
5.	Address for All Other Notices:
	CIG & Co. c/o CIGNA Investments, Inc. Attention: Fixed Income Securities Wilde Building, A5PRI 900 Cottage Grove Rd Bloomfield, Connecticut 06002 Fax: 860-226-8400
6.	Taxpayer identification number (for Connecticut General Life Insurance Company): 06-0303370

Schedule A
(to Bond Purchase Agreement)

Schedule A

Information Relating to Purchasers

	Principal		Principal
	Amount of 2022		Amount of 2040
	Bonds to be		Bonds to be
Name of Purchaser	Purchased		Purchased
Life Insurance Company of North America	$	5,000,000		$0

1.	Bonds to be registered in the name of CIG & Co.
2.	Original Bonds delivered to:
	CIG & Co. c/o CIGNA Investments, Inc. Attention: Fixed Income Securities Wilde Building, A5PRI 900 Cottage Grove Rd Bloomfield, Connecticut 06002 Phone: 860-226-8366
3.	Payment on Account of Instruments By Federal Funds Wire Transfer to:
	J.P. Morgan Chase Bank BNF=CIGNA Private Placements/AC=9009001802 ABA# 021000021 Accompanying Information: OBI=(name of company; description of security; interest rate; maturity date; PPN/CUSIP)
4.	Address for Notices Related to Payments
	CIG & Co. c/o CIGNA Investments, Inc. Attention: Fixed Income Securities Wilde Building, A5PRI 900 Cottage Grove Rd Bloomfield, Connecticut 06002 Fax: 860-226-8400
	with a copy to:
	J.P. Morgan Chase Bank 14201 Dallas Parkway, 12th Floor

Schedule A
(to Bond Purchase Agreement)

	Dallas, Texas 75254-2916 Attention: Rudy Paredes, Mail Code TX1-J222 Phone: 469-477-1960 Fax: 469-477-1904
5.	Address for All Other Notices:
	CIG & Co. c/o CIGNA Investments, Inc. Attention: Fixed Income Securities Wilde Building, A5PRI 900 Cottage Grove Rd Bloomfield, Connecticut 06002 Fax: 860-226-8400
6.	Taxpayer identification number (for Life Insurance Company of North America): 23-1503749

Schedule A
(to Bond Purchase Agreement)

Schedule A

Information Relating to Purchasers

	Principal		Principal
	Amount of 2022		Amount of 2040
	Bonds to be		Bonds to be
Name of Purchaser	Purchased		Purchased
Great-West Life & Annuity Insurance Company	$	20,000,000		$0

1.	Bonds to be registered in the name of Great-West Life & Annuity Insurance Company
2.	Original Bonds delivered to:
	The Bank of New York 3rd Floor, Window A One Wall Street New York, NY 10286 Attn: Receive/Deliver Dept (Great-West Life/Acct No. 640935) Phone: 212-635-6764
3.	Payment Instructions — All payments shall be made by wire transfer as follows:
	The Bank of New York ABA No.: 021-000-018 BNF Account No.: IOC566 Further Credit To: Great-West Life/Acct No. 640935

Reference: (1) security description (including PPN)
(2) allocation of payment between principal and interest
(3) confirmation of principal balance

4.	Notices and Communications:
	Great-West Life & Annuity Insurance Company 8515 East Orchard Road, 3T2 Greenwood Village, CO 80111 Attn: Investments Division Fax: 303-737-6193
5.	Taxpayer identification number: 84-0467907

Schedule A
(to Bond Purchase Agreement)

Schedule A

Information Relating to Purchasers

	Principal		Principal
	Amount of 2022		Amount of 2040
	Bonds to be		Bonds to be
Name of Purchaser	Purchased		Purchased
First Great-West Life & Annuity Insurance Company	$	2,000,000		$0

1.	Bonds to be registered in the name of First Great-West Life & Annuity Insurance Company
2.	Original Bonds delivered to:
	The Bank of New York 3rd Floor, Window A One Wall Street New York, NY 10286 Attn: Receive/Deliver Dept (First GWLA/Acct No. 235207) Phone: 212-635-6764
3.	Payment Instructions — All payments shall be made by wire transfer as follows:
	The Bank of New York ABA No.: 021-000-018 BNF Account No.: IOC566 Further Credit To: First GWLA/Acct No. 235207

Reference: (1) security description (including PPN)
(2) allocation of payment between principal and interest
(3) confirmation of principal balance

4.	Notices and Communications:
	First Great-West Life & Annuity Insurance Company c/o Great-West Life & Annuity Insurance Company 8515 East Orchard Road, 3T2 Greenwood Village, CO 80111 Attn: Investments Division Fax: 303-737-6193
5.	Taxpayer identification number: 13-2690792

Schedule A
(to Bond Purchase Agreement)

Schedule A

Information Relating to Purchasers

	Principal		Principal
	Amount of 2022		Amount of 2040
	Bonds to be		Bonds to be
Name of Purchaser	Purchased		Purchased
Protective Life Insurance Company	$	14,000,000		$0

1.	Bonds to be registered in the name of HARE & CO.
2.	Original Bonds delivered to:
	The Bank of New York One Wall Street 3rd floor, Window “A” New York, NY 10286 CUSTODY A/C # 294412 CUST NAME: PROTECTIVE LIFE INSURANCE COMPANY Phone: 212-635-6764
3.	All payments by wire transfer of immediately available funds to:
	THE BANK OF NEW YORK ABA #: 021 000 018 BNF: IOC566 ATTN: PP P & I Department FFC CUSTODY #: 0000294412 CUST. NAME: Protective Life Ins., Co. REF: Protective Life Ins., Co. / PPN 210518 A#3
	with sufficient information to identify the source and application of such funds
4.	All notices of payments and written confirmations of such wire transfers and all other communications:
	Email: Back.office@protective.com Protective Life Insurance Co. (PLI) Attn: Investment Department — Kim Wilkerson 2801 Hwy. 280 South Birmingham, AL 35223
5.	PRINCIPAL AMOUNT OF BONDS TO BE PURCHASED FOR: PLI #294412

Schedule A
(to Bond Purchase Agreement)

6. Taxpayer identification number (for Protective Life Insurance Company): 63-0169720

Schedule A
(to Bond Purchase Agreement)

Schedule A

Information Relating to Purchasers

	Principal		Principal
	Amount of 2022		Amount of 2040
	Bonds to be		Bonds to be
Name of Purchaser	Purchased		Purchased
Minnesota Life Insurance Company	$	9,750,000		$0

1.	Bonds to be registered in the name of Minnesota Life Insurance Company
2.	Original Bonds delivered to:
	Minnesota Life Insurance Company 400 Robert Street North St. Paul, Minnesota 55101 Attention: Advantus Capital Management, Inc. Phone: 651-665-6763
3.	All payments on account of the Bonds shall be made by wire transfer of immediately available funds to:
	Mellon Bank, Pittsburgh, PA ABA#: 011001234 DDA#: 048771 Account Name: Minnesota Life Insurance Company Account #: ADFF0106002 Cost Code: 1167 Ref: Issuer, Rate, Maturity, CUSIP/PPN, P&I Breakdown
4.	The address to which all other documents and notices should be sent is as follows:
	Minnesota Life Insurance Company 400 Robert Street North St. Paul, Minnesota 55101 Attention: Advantus Capital Management, Inc.
5.	Fax: 651-223-5029
6.	Taxpayer identification number: 41-0417830

Schedule A
(to Bond Purchase Agreement)

Schedule A

Information Relating to Purchasers

	Principal		Principal
	Amount of 2022		Amount of 2040
	Bonds to be		Bonds to be
Name of Purchaser	Purchased		Purchased
World Insurance Company	$	1,000,000	$	0

1.	Bonds to be registered in the name of Wells Fargo Bank N.A. as custodian for World Insurance Company
2.	Original Bonds delivered to:
	Duane (Dewey) Johnson Wells Fargo — Investment Mgr Relations MAC N9306-036 733 Marquette Ave, 3rd Fl. Minneapolis, MN 55479 Account Name: World Insurance Company Account Number: 12667400 Phone: 612-667-6723
3.	All payments on account of the Bonds shall be made by wire transfer of immediately available funds to:
	Wells Fargo Bank, N.A. ABA #121000248 BNFA=0000840245 (include all 10 digits) BNF=Trust Wire Clearing FFC Attn: Income Collections, a/c #12667400 For further credit to: World Insurance Co. Account Number: 12667400 Ref: Issuer, Rate, Maturity, CUSIP/PPN, P&I Breakdown
4.	All notices and statements should be sent to the following address:
	World Insurance Company c/o Advantus Capital Management Inc. 400 Robert Street North St. Paul, MN 55101 Attn: Client Administrator
5.	Taxpayer identification number (for World Insurance Company): 47-0339860

Schedule A
(to Bond Purchase Agreement)

Schedule A

Information Relating to Purchasers

	Principal		Principal
	Amount of 2022		Amount of 2040
	Bonds to be		Bonds to be
Name of Purchaser	Purchased		Purchased
The Catholic Aid Association	$	650,000	$	0

1.	Bonds to be registered in the name of Wells Fargo Bank N.A. FBO The Catholic Aid Association
2.	Original Bonds delivered to:
	Duane (Dewey) Johnson Wells Fargo — Investment Mgr Relations MAC N9306-036 733 Marquette Ave, 3rd Fl. Minneapolis, MN 55479 Account Name: The Catholic Aid Association Account Number: 23825801 Phone: 612-667-6723
3.	All payments on account of the Bonds shall be made by wire transfer of immediately available funds to:
	Wells Fargo Bank, N.A. ABA #: 121000248 BNFA: 0000840245 (include all 10 digits) Beneficiary Acct Name: Trust Wire Clearing Wells Fargo Acct Name: The Catholic Aid Association Wells Fargo Acct #: 23825801 Contact Name: Duane Johnson 612-667-6723
	Also, please reference sufficient information to identify the source and application of such funds
4.	All notices and statements should be sent to the following address:
	The Catholic Aid Association c/o Advantus Capital Management Inc. 400 Robert Street North St. Paul, MN 55101 Attn: Client Administrator

Schedule A
(to Bond Purchase Agreement)

5. Taxpayer identification number (for The Catholic Aid Association): 41-0182070

Schedule A
(to Bond Purchase Agreement)

Schedule A

Information Relating to Purchasers

	Principal		Principal
	Amount of 2022		Amount of 2040
	Bonds to be		Bonds to be
Name of Purchaser	Purchased		Purchased
Colorado Bankers Life Insurance Company	$	300,000	$	0

1.	Bonds to be registered in the name of Cudd & Co. F/A/O Colorado Bankers Life Insurance Company
2.	Original Bonds delivered to:
	JP Morgan 4 New York Plaza, Floor 11 New York, NY 10004 Attn: Outsourcing Account # P65920 Phone: 212-855-2441
3.	All payments on account of the Bonds shall be made by wire transfer of immediately available funds to:
	JP Morgan Chase ABA#: 021000021 A/C #9009002859 A/C Name: Bond Interest Wire Ref: Cusip — 210518 A#3 Account number — #2600392300 Account name — Colorado Bankers Life Insurance Co. Nominee — Cudd & Co Principal and interest - Rate - Maturity-
4.	All notices and statements should be sent to the following address:
	Colorado Bankers Life Insurance Company c/o Advantus Capital Management, Inc. 400 Robert Street North St. Paul, MN 55101 Attn: Client Administrator

Schedule A
(to Bond Purchase Agreement)

5. Taxpayer identification number (for Colorado Bankers Life Insurance Company): 84-0674027

Schedule A
(to Bond Purchase Agreement)

Schedule A

Information Relating to Purchasers

	Principal Amount		Principal Amount
	of 2022 Bonds to be		of 2040 Bonds to be
Name of Purchaser	Purchased		Purchased
New Era Life Insurance	$	300,000	$	0

1.	Bonds to be registered in the name of Cudd & Co
2.	Original Bonds delivered to:
	JPMorgan Chase Bank N.A. 4 New York Plaza, Ground Floor New York, NY 10004 Account New Era Life Insurance Account # P05155 Phone: 212-855-2441
3.	All payments on account of the Bonds shall be made by wire transfer of immediately available funds to:
	JP Morgan Chase ABA#: 021000021 FFC to 9009000127 Account: P05155 Account Name: New Era Life Insurance Ref: Cusip — 210518 A#3 Account number — #P05155 Account name – New Era Life Insurance Nominee – Cudd & Co Principal and interest - Rate - Maturity-
4.	All notices and statements should be sent to the following address:
	New Era Life Insurance c/o Advantus Capital Management, Inc. 400 Robert Street North St. Paul, MN 55101 Attn: Client Administrator
5.	Taxpayer identification number (for New Era Life Insurance): 74-2552025

Schedule A
(to Bond Purchase Agreement)

Schedule A

Information Relating to Purchasers

	Principal Amount		Principal Amount
	of 2022 Bonds to be		of 2040 Bonds to be
Name of Purchaser	Purchased		Purchased
Knights of Columbus	$	10,000,000	$	0

1.	Bonds to be registered in the name of Knights of Columbus
2.	Original Bonds delivered to:
	Mary Wong, Assistant Treasurer Physical Delivery The Bank of New York Mellon One Wall Street, 3rd Floor, Window “A” New York, NY 10286 KNIGHTS OF COLUMBUS LIFE ACCOUNT # 200700 Phone: 212-635-1003
3.	All payments on account of Bonds held by such purchaser shall be made by wire transfer of immediately available funds to:
	Bank of New York ABA #021000018 CREDIT A/C: GLA111566 ATTN: P&I Dept A/C Name: Knights of Columbus Life Account Account#: 200700 P & I Breakdown: RE: PPN #, Company, Bond description
4.	All notices with respect to prepayments, both scheduled and unscheduled, whether partial or in full, and notice of maturity shall also be faxed and mailed to:
	Knights of Columbus Life Account # 200700 Attn: Investment Accounting Department, 14th Floor One Columbus Plaza New Haven, CT 06510-3326
5.	All notices and communications with respect to compliance reporting, financial statements and related certifications shall be sent to:

Schedule A
(to Bond Purchase Agreement)

	Knights of Columbus Attn: Investment Department, 19th Floor One Columbus Plaza New Haven, CT 06510-3326
6.	Taxpayer identification number: 06-0416470

Schedule A
(to Bond Purchase Agreement)

Schedule A

Information Relating to Purchasers

	Principal Amount		Principal Amount
	of 2022 Bonds to be		of 2040 Bonds to be
Name of Purchaser	Purchased		Purchased
Thrivent Financial for Lutherans	$	5,000,000	$	5,000,000
	$	5,000,000
	(Please issue in $5,000,000 amounts)

1.	Bonds to be registered in the name of Swanbird & Co.
2.	Original Bonds delivered to:
	DTC/New York Window 55 Water Street Plaza Level – 3rd Floor New York, NY 10041 Attention: Robert Mendez Account: State Street Fund Name: Thrivent Financial for Lutherans Fund Number: NCE1 Nominee Name: Swanbird & Co. Nominee Tax ID Number: 04-3475606 Phone: 617-985-1914
	with a copy to:
	Thrivent Financial for Lutherans Attn: Marlene Nogle 625 Fourth Avenue South Minneapolis, MN 55415 Phone: 612-844-8492
3.	Payments to:
	ABA # 011000028 State Street Bank & Trust Co. DDA # A/C – 6813-049-1 Fund Number: NCE1 Fund Name: Thrivent Financial for Lutherans

Schedule A
(to Bond Purchase Agreement)

	All payments must include the following information:
	Security Description Private Placement Number Reference Purpose of Payment Interest and/or Principal Breakdown
4.	Notices of payments and written confirmation of such wire transfers to:
	Investment Division-Private Placements ATT: Alan D. Onstad Thrivent Financial for Lutherans 625 Fourth Avenue South Minneapolis, MN 55415 Fax: 612-844-4027
	With a copy to:
	Thrivent Accounts State Street Kansas City 801 Pennsylvania Kansas City, MO 64105 Attention: Brian Kershner Fax: 816-871-5509
5.	All other communications to:
	Thrivent Financial for Lutherans Attn: Investment Division-Private Placements 625 Fourth Avenue South Minneapolis, MN 55415 Fax: 612-844-4027
6.	Taxpayer identification number (for Thrivent Financial for Lutherans): 39-0123480

Schedule A
(to Bond Purchase Agreement)

Schedule A

Information Relating to Purchasers

	Principal Amount		Principal Amount
	of 2022 Bonds to be		of 2040 Bonds to be
Name of Purchaser	Purchased		Purchased
The Union Central Life Insurance Company	$	3,000,000	$	0

1.	Bonds to be registered in the name of CUDD & CO. as nominee for The Union Central Life Insurance Company
2.	Original Bonds delivered to:
	JPMorgan Chase Bank, N.A. 4 New York Plaza — 11th Floor New York, NY 10004 ATTN: Transfer Support Unit REF: Account P72228 REF: The Union Central Life Insurance Company Phone: 212-855-2441
	with a copy to:
	Andy White Summit Investment Partners 390 North Cotner Blvd. Lincoln, NE 68505 Phone: 402-467-6957
3.	All payments by wire transfer of immediately available funds to:
	JPMorgan Chase Bank ABA #021-000-021 DDA Clearing Account: 9009002859 Further Credit — Custody Fund P72228 (The Union Central Life Insurance Company) Reference: CUSIP; Issue name and source/application of funds
4.	Address for notices in respect of payment:
	The Union Central Life Insurance Company 1876 Waycross Rd Cincinnati, Ohio 45240

Schedule A
(to Bond Purchase Agreement)

	Attention: Treasury Department Fax: 513-674-5275
5.	Address for notices in respect of all other communications:
	The Union Central Life Insurance Company c/o Summit Investment Partners 390 North Cotner Blvd. Lincoln, NE 68505
6.	Taxpayer identification number (for The Union Central Life Insurance Company): 31-0472910

Schedule A
(to Bond Purchase Agreement)

Schedule A

Information Relating to Purchasers

	Principal Amount		Principal Amount
	of 2022 Bonds to be		of 2040 Bonds to be
Name of Purchaser	Purchased		Purchased
Acacia Life Insurance Company	$	1,000,000	$	0

1.	Bonds to be registered in the name of CUDD & CO. as nominee for Acacia Life Insurance Company
2.	Original Bonds delivered to:

JPMorgan Chase Bank, N.A.
4 New York Plaza – 11th Floor
New York, NY 10004
ATTN: Transfer Support Unit
REF: Account P72216
REF: Acacia Life Insurance Company
Phone: 212-855-2441

with a copy to:

Andy White
Summit Investment Partners
390 North Cotner Blvd.
Lincoln, NE 68505
Phone: 402-467-6957

3. All payments by wire transfer of immediately available funds to:

JPMorgan Chase Bank
ABA #021-000-021
DDA Clearing Account: 9009002859
Further Credit – Custody Fund P72216 for Acacia Life Insurance Company
Reference: CUSIP; Issue name and source/application of funds (P&I, etc.)

4. All notices of payments and written confirmations of such wire transfers sent to:

Summit Investment Partners
390 North Cotner Blvd.
Lincoln, NE 68505
Fax: 402-467-6970

Schedule A
(to Bond Purchase Agreement)

5. All other communications sent to:

Acacia Life Insurance Company
Summit Investment Partners
390 North Cotner Blvd.
Lincoln, NE 68505
Fax: 402-467-6970

6. Taxpayer identification number (for Acacia Life Insurance Company): 53-0022880

Schedule A
(to Bond Purchase Agreement)

Schedule A

Information Relating to Purchasers

	Principal Amount	Principal Amount
	of 2022 Bonds to be	of 2040 Bonds to be
Name of Purchaser	Purchased	Purchased
Ameritas Life Insurance Corp.	$1,000,000	$0

1.	Bonds to be registered in the name of CUDD & CO. as nominee for Ameritas Life Insurance Corp.
2.	Original Bonds delivered to:

JPMorgan Chase Bank, N.A.
4 New York Plaza — 11th Floor
New York, NY 10004
ATTN: Transfer Support Unit
REF: Account P72220
REF: Ameritas Life Insurance Corp.
Phone: 212-855-2441

with a copy to:

Andy White
Summit Investment Partners
390 North Cotner Blvd.
Lincoln, NE 68505
Phone: 402-467-6957

3. All payments by wire transfer of immediately available funds to:

JPMorgan Chase Bank
ABA #021-000-021
DDA Clearing Account: 9009002859
Further Credit — Custody Fund P72220 for Ameritas Life Insurance Corp.
Reference: CUSIP; Issue name and source/application of funds (P&I, etc.)

4. All notices of payments and written confirmations of such wire transfers sent to:

Ameritas Life Insurance Corp.
Summit Investment Partners
390 North Cotner Blvd.

Schedule A
(to Bond Purchase Agreement)

	Lincoln, NE 68505 Fax: 402-467-6970
5.	All other communications sent to:

Ameritas Life Insurance Corp.
Summit Investment Partners
390 North Cotner Blvd.
Lincoln, NE 68505

6. Taxpayer identification number (for Ameritas Life Insurance Corp.): 47-0098400

Schedule A
(to Bond Purchase Agreement)

Schedule A

Information Relating to Purchasers

	Principal Amount	Principal Amount
	of 2022 Bonds to be	of 2040 Bonds to be
Name of Purchaser	Purchased	Purchased
CUMIS Insurance Society, Inc.	$5,000,000	$0

1.	Bonds to be registered in the name of State Street Bank
2.	Original Bonds delivered to:

State Street Bank
DTC/New York Window
ATTN: Robert Mendez
55 Water Street
Plaza Level — 3rd Floor
New York, NY 10041
Phone: 617-985-1914

3. Wiring Instructions

ABA: 011000028
Bank: State Street Bank
Account Name: CUMIS INSURANCE SOCIETY, INC.
DDA #: 1658-736-2
Reference Fund: ZT1i (Must be first 4 digits of reference section / Can include Nominee name here)
Nominee Name: TURNJETTY + CO
Tax ID#: 39-0972608

4. All notices of payments, written confirmations of such wire transfers and other communications (financials):

Email: DS-PRIVATEPLACEMENTS@CUNAMUTUAL.COM
Members Capital Advisors, Inc.
Attn: Private Placements
5910 Mineral Point Road
Madison, WI 53705-4456

5. Taxpayer identification number (for CUMIS Insurance Society, Inc.): 39-0972608

Schedule A
(to Bond Purchase Agreement)

Schedule A

Information Relating to Purchasers

	Principal Amount	Principal Amount
	of 2022 Bonds to be	of 2040 Bonds to be
Name of Purchaser	Purchased	Purchased
Southern Farm Bureau Life Insurance Company	$5,000,000	$0

1.	Bonds to be registered in the name of Southern Farm Bureau Life Insurance Company
2.	Original Bonds delivered to:

Southern Farm Bureau Life Insurance Company
Investment Department
1401 Livingston Lane
Jackson, MS 39213
Phone: 601-981-5332 extension 1010

3. All payments of federal wire transfer of immediately available funds should identify the security by its name or PPN and include the principal and interest breakdown (if the wire is not a principal and/or interest payment, indicate the type of payment); the wire should be sent in the format as follows:

State Street Bank and Trust Company
Boston, MA 02101
ABA #011000028
For further credit to: Southern Farm Bureau Life Insurance Company,
DDA #59848127
Account #EQ83

4. All notices of scheduled payments and written confirmations of such wire transfers and all other communications, including waivers, amendments, consents and financial information, should be sent to:

Investment Department
Southern Farm Bureau Life Insurance Company
P. O. Box 78
Jackson, MS 39205
Attn: Investment Department

or by overnight delivery to:

Schedule A
(to Bond Purchase Agreement)

	1401 Livingston Lane Jackson, MS 39213
5.	Contact person:

David Divine
Phone: 601-981-5332 extension 1010
Fax: 601-981-3605
ddivine@sfbli.com

6. Taxpayer identification number: 64-0283583

Schedule A
(to Bond Purchase Agreement)

Schedule A

Information Relating to Purchasers

	Principal Amount	Principal Amount
	of 2022 Bonds to be	of 2040 Bonds to be
Name of Purchaser	Purchased	Purchased
Assurity Life Insurance Company	$3,000,000	$0

1.	Bonds to be registered in the name of Assurity Life Insurance Company
2.	Original Bonds delivered to:

Assurity Life Insurance Company
1526 K Street
Lincoln, NE 68508
Attention: Victor Weber
Phone: 402-437-3682

3. All payments on or in respect of the Bonds shall be made by wire transfer of immediately available funds at the opening of business on the due date to:

US BANK NATIONAL ASSOCIATION
13th & M Streets
Lincoln NE 68508
ABA No. 104000029
Account of: Assurity Life Insurance Company
General Fund Account: 1-494-0092-9092

	Each such wire transfer shall set forth the name of the issuer, the full title of the Bonds (including the rate and final redemption to maturity date) and application of such funds among principal, premium and interest, if applicable
4.	All notices of payment and written confirmations of such wire transfers should be sent to:

Assurity Life Insurance Company
1526 K Street
Lincoln, NE 68508
Attention: Investment Division
Fax: 402-458-2170
Phone: 402-437-3682

5.	All other communications should be sent to:
	Assurity Life Insurance Company

Schedule A
(to Bond Purchase Agreement)

	1526 K Street P.O. Box 82533 Lincoln, NE 68501-2533
6.	Contact:

Victor Weber
Senior Director — Investments
Phone: 402-437-3682
Fax: 402-458-2170
Email: vweber@assurity.com

7. Taxpayer identification number: 38-1843471

Schedule A
(to Bond Purchase Agreement)

Schedule A

Information Relating to Purchasers

	Principal Amount	Principal Amount
	of 2022 Bonds to be	of 2040 Bonds to be
Name of Purchaser	Purchased	Purchased
Standard Insurance Company	$3,000,000	$0

1.	Bonds to be registered in the name of HARE & CO.
2.	Original Bonds delivered to:

The Bank of New York Mellon
One Wall Street
3rd Floor, Window A
New York, New York 10286
Ref: Standard Insurance Company #343087
Phone: 212-635-6764

with a copy to:

StanCorp Investment Advisers, Inc.
1100 SW Sixth Avenue, MS: P14
Portland, OR 97204
Attention: Rajiv Jain
Phone: 971-321-8531
Fax: 971-321-5890

3. All payments on or in respect of the Bonds to be by bank wire transfer of federal or other immediately available funds (identifying each payment as “Consumers Energy First Mortgage Bond Due 2022 principal, premium or interest”) to:

Bank of New York
ABA Number: 021000018
BBK = IOC566
Account Number: 343087 GRPAEH
Account Name: Standard Insurance Company
Ref: Consumers Energy First Mortgage Bond Due 2022

4.	All notices and communications to be addressed as first provided above, except notices with respect to payment and written confirmation of each such payment, to be addressed:
	Stancorp Investment Advisors, Inc.

Schedule A
(to Bond Purchase Agreement)

c/o Bank of New York Mellon
Attn: Alison Dixon — Client Service
Insurance Custody
111 Sanders Creek Parkway, 2nd Floor
East Syracuse, NY 13057
Phone: 315-414-3562
Fax: 315-414-5025

with a copy to:

StanCorp Investment Advisers, Inc.
1100 SW Sixth Avenue, MS: P14
Portland, OR 97204
Attention: Rajiv Jain
Tel: 971-321-8531
Fax: 971-321-5890

5. Taxpayer identification number (for Standard Insurance Company): 93-0242990

Schedule A
(to Bond Purchase Agreement)

Schedule A

Information Relating to Purchasers

	Principal Amount	Principal Amount
	of 2022 Bonds to be	of 2040 Bonds to be
Name of Purchaser	Purchased	Purchased
Cotton States Life Insurance	$1,000,000	$0

1.	Bonds to be registered in the name of Cotton States Life Insurance
2.	Original Bonds delivered to:

SunTrust Bank
Free Securities Movement & Control
Mail Code GA-Atl-3132
303 Peachtree Street NE, Suite 1520
Atlanta GA 30308
Reference Acct: 1129997
Phone: 404-724-3397

3. Payment on account of Bonds by federal funds wire transfer to:

SUNTRUST BANKS
ABA Number 061000104 SunTrust Bank
Credit Account: 9088003142
Account Name: Income Collections
For Further Credit to: Cotton States 1129997
Representing P & I on (list security) (Cusip) (BANK)
Name of Company:
Description of Security:
PPN:
Due date and application (as among principal, premium and interest) of the payment being made:

4. Address/fax for notices related to payments:

Cotton States Life Insurance Company
Attention: Investment Accounting
1705 N Towanda Avenue
Bloomington, IL 61702
Phone: 309-821-6348
Fax: 309-821-2800

Schedule A
(to Bond Purchase Agreement)

5. Address/fax for all other notices:

Cotton States Life Insurance Company
Attention: Investments
1705 N Towanda Avenue
Bloomington, IL 61702
Phone: 309-821-6260
Fax: 309-821-6301

6. Taxpayer identification number: 58-0830929

Schedule A
(to Bond Purchase Agreement)

Schedule A

Information Relating to Purchasers

	Principal Amount	Principal Amount
	of 2022 Bonds to be	of 2040 Bonds to be
Name of Purchaser	Purchased	Purchased
Country Mutual Insurance Company	$1,000,000	$0

1.	Bonds to be registered in the name of Country Mutual Insurance Company
2.	Original Bonds delivered to:

The Northern Trust Company of New York
Harborside Financial Center 10, Suite 1401
3 Second Street
Attn: 26-02698/Country Life Insurance Company
Jersey City, NJ 07311
Account Number 5186041000
Re Consumers Energy Company
Phone: 630-663-6097

3. Payment on account of Bonds by federal funds wire transfer to:

Northern Trust Chgo/Trust
ABA Number 071000152
Wire Account Number 5186041000
For Further Credit to: 26-02698
Account Name: Country Mutual Insurance Company
Representing P & I on (list security) (BANK)
Name of Company:
Description of Security:
PPN:
Due date and application (as among principal, premium and interest) of the payment
being made:

4. Address/fax for notices related to payments:

Country Mutual Insurance Company
Attention: Investment Accounting
1705 N Towanda Avenue
Bloomington, IL 61702
Phone: 309-821-6348
Fax: 309-821-2800

Schedule A
(to Bond Purchase Agreement)

5. Address/fax for all other notices:

Country Mutual Insurance Company
Attention: Investments
1705 N Towanda Avenue
Bloomington, IL 61702
Phone: 309-821-6260
Fax: 309-821-6301

6. Taxpayer identification number: 37-0807507

Schedule A
(to Bond Purchase Agreement)

Schedule A

Information Relating to Purchasers

	Principal Amount	Principal Amount
	of 2022 Bonds to be	of 2040 Bonds to be
Name of Purchaser	Purchased	Purchased
Country Life Insurance Company	$0	$2,000,000

1.	Bonds to be registered in the name of Country Life Insurance Company
2.	Original Bonds delivered to:

The Northern Trust Company of New York
Harborside Financial Center 10, Suite 1401
3 Second Street
Attn: 26-02712/Country Life Insurance Company
Jersey City, NJ 07311
Account Number 5186041000
Re Consumers Energy Company
Phone: 630-663-6097

3. Payment on account of Bonds by federal funds wire transfer to:

Northern Trust Chgo/Trust
ABA Number 071000152
Wire Account Number 5186041000
For Further Credit to: 26-02712
Account Name: Country Life Insurance Company
Representing P & I on (list security) (BANK)
Name of Company:
Description of Security:
PPN:
Due date and application (as among principal, premium and interest) of the payment
being made:

4. Address/fax for notices related to payments:

Country Life Insurance Company
Attention: Investment Accounting
1705 N Towanda Avenue
Bloomington, IL 61702
Phone: 309-821-6348
Fax: 309-821-2800

Schedule A
(to Bond Purchase Agreement)

5. Address/fax for all other notices:

Country Life Insurance Company
Attention: Investments
1705 N Towanda Avenue
Bloomington, IL 61702
Phone: 309-821-6260
Fax: 309-821-6301

6. Taxpayer identification number: 37-0808781

Schedule A
(to Bond Purchase Agreement)

Schedule A

Information Relating to Purchasers

	Principal Amount	Principal Amount
	of 2022 Bonds to be	of 2040 Bonds to be
Name of Purchaser	Purchased	Purchased
John Hancock Life Insurance Company (U.S.A.)	$0	$23,000,000

1.	Bonds to be registered in the name of John Hancock Life Insurance Company (U.S.A.)
2.	Original Bonds delivered to:

John Hancock Financial Services
197 Clarendon Street, C-3-16
Boston, MA 02116
Attention: David Pemstein
Phone: (617) 572-1234

3. All payments to be by bank wire transfer of immediately available funds to:

Bank Name: Bank of New York Mellon
ABA Number: 011001234
Account Number: JPPF1001002
Account Name: US PP Collector F008
For Further Credit to: DDA Number 048771
On Order of: Consumers Energy

4. All notices with respect to payments, prepayments (scheduled and unscheduled, whether partial or in full) and maturity shall be sent to:

John Hancock Financial Services
197 Clarendon Street
Boston, MA 02116
Attention: US Securities Operations, C-4
Fax: 617-572-0628

and

John Hancock Financial Services
197 Clarendon Street
Boston, MA 02116

Schedule A
(to Bond Purchase Agreement)

	Attention: Investment Administration, C-2 Fax: 617-572-5495
5.	All notices and communication with respect to compliance reporting, financial statements and related certifications shall be sent to:

John Hancock Financial Services
197 Clarendon Street
Boston, MA 02116
Attention: Bond and Corporate Finance, C-2-9
Fax: 617-572-5068

6. All other notices shall be sent to:

John Hancock Financial Services
197 Clarendon Street
Boston, MA 02116
Attention: Investment Law, C-3-16
Fax: 617-572-9269

and

John Hancock Financial Services
197 Clarendon Street
Boston, MA 02116
Attention: Bond and Corporate Finance, C-2-9
Fax: 617-572-5068

7. Taxpayer identification number: 01-0233346

Schedule A
(to Bond Purchase Agreement)

Schedule A

Information Relating to Purchasers

	Principal Amount	Principal Amount
	of 2022 Bonds to be	of 2040 Bonds to be
Name of Purchaser	Purchased	Purchased
John Hancock Life & Health Insurance Company	$0	$12,000,000

1.	Bonds to be registered in the name of John Hancock Life & Health Insurance Company
2.	Original Bonds delivered to:

John Hancock Financial Services
197 Clarendon Street, C-3-16
Boston, MA 02116
Attention: David Pemstein
Phone: (617) 572-1234

3. All payments to be by bank wire transfer of immediately available funds to:

Bank Name: Bank of New York Mellon
ABA Number: 011001234
Account Number: JPPF1001002
Account Name: US PP Collector F008
For Further Credit to: DDA Number 048771
On Order of: Consumers Energy

4. All notices with respect to payments, prepayments (scheduled and unscheduled, whether partial or in full) and maturity shall be sent to:

John Hancock Financial Services
197 Clarendon Street
Boston, MA 02116
Attention: US Securities Operations, C-4
Fax: 617-572-0628

and

John Hancock Financial Services
197 Clarendon Street
Boston, MA 02116

Schedule A
(to Bond Purchase Agreement)

	Attention: Investment Administration, C-2 Fax: 617-572-5495
5.	All notices and communication with respect to compliance reporting, financial statements and related certifications shall be sent to:

John Hancock Financial Services
197 Clarendon Street
Boston, MA 02116
Attention: Bond and Corporate Finance, C-2-9
Fax: 617-572-5068

6. All other notices shall be sent to:

John Hancock Financial Services
197 Clarendon Street
Boston, MA 02116
Attention: Investment Law, C-3
Fax: 617-572-9269

and

John Hancock Financial Services
197 Clarendon Street
Boston, MA 02116
Attention: Bond and Corporate Finance, C-2-9
Fax: 617-572-5068

7. Taxpayer identification number: 13-3072894

Schedule A
(to Bond Purchase Agreement)

Schedule A

Information Relating to Purchasers

	Principal Amount	Principal Amount
	of 2022 Bonds to be	of 2040 Bonds to be
Name of Purchaser	Purchased	Purchased
National Guardian Life Insurance Company	$0	$3,000,000

1.	Bonds to be registered in the name of National Guardian Life Insurance Company
2.	Original Bonds delivered to:

Robert A. Mucci
Senior Vice President & Treasurer
National Guardian Life Insurance Company
Two E Gilman St
Madison WI 53703
Phone: 608-257-5611

3. All payments on account of Bonds held by such purchaser shall be made by wire transfer of immediately available funds to:

US BANK MADISON
PO BOX 7900
MADISON WI 53707
ABA No. 075000022
For credit to: National Guardian Life Insurance Company
Account No. 312 335 010

	Each such wire transfer shall set forth the name of the Company, the full title (including the applicable coupon rate and final maturity date) of the Bonds, a reference to PPN No. and the due date and application (as among principal, premium and interest) of the payment being made
4.	Address for all notices relating to payments:

ATTN: INVESTMENT DEPT
NATIONAL GUARDIAN LIFE INSURANCE COMPANY
TWO E GILMAN ST
MADISON WI 53703

5. Address for all other communications and notices:

Schedule A
(to Bond Purchase Agreement)

ATTN: INVESTMENT DEPT
NATIONAL GUARDIAN LIFE INSURANCE COMPANY
TWO E GILMAN ST
MADISON WI 53703

6. All questions concerning this security can be directed to:

Robert A. Mucci
Senior Vice President & Treasurer
Phone: 608-443-5258
Fax: 608-443-5158
Email: RAMUCCI@NGLIC.COM

7. Taxpayer identification number: 39-0493780

Schedule A
(to Bond Purchase Agreement)

Schedule B

Defined Terms

As used in this Agreement, the following terms have the respective meanings set forth below or set forth in the Section following such term:

“2022 Bonds” is defined in Section 1.

“2040 Bonds” is defined in Section 1.

“Affiliate” means, at any time, and with respect to any Person, any other Person that at such time directly or indirectly through one or more intermediaries Controls, or is Controlled by, or is under common Control with, such first Person, and, with respect to the Company, shall include any Person beneficially owning or holding, directly or indirectly, 10% or more of any class of voting or equity interests of the Company or any Subsidiary or any Person of which the Company and its Subsidiaries beneficially own or hold, in the aggregate, directly or indirectly, 10% or more of any class of voting or equity interests. As used in this definition, “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. Unless the context otherwise clearly requires, any reference to an “Affiliate” is a reference to an Affiliate of the Company.

“Agents” is defined in Section 5.3.

“Agreement” is defined in Section 12.3.

“Bonds” is defined in Section 1.

“Business Day” means any day other than a Saturday, a Sunday or a day on which commercial banks in New York City are required or authorized to be closed.

“Capital Lease” means, at any time, a lease with respect to which the lessee is required concurrently to recognize the acquisition of an asset and the incurrence of a liability in accordance with GAAP.

“Closing” is defined in Section 3.

“Closing Date” means the date of the Closing.

“Code” means the Internal Revenue Code of 1986, as amended from time to time, and the rules and regulations promulgated thereunder from time to time.

“Company” is defined in the first paragraph of this Agreement.

“Confidential Information” is defined in Section 15.

Schedule B-1
(to Bond Purchase Agreement)

“Default” means an event or condition the occurrence or existence of which would, with the lapse of time or the giving of notice or both, become an Event of Default.

“Disclosure Documents” is defined in Section 5.3.

“Electronic Delivery” is defined in Section 7.1(a).

“Environmental Laws” means any and all federal, state, local and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including, without limitation, those related to Hazardous Materials.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect.

“ERISA Affiliate” means any trade or business (whether or not incorporated) that is treated as a single employer together with the Company under Section 414 of the Code.

“Event of Default” means any event that constitutes a default under Section 11.01 of the Indenture.

“Execution Date” is defined in Section 3.

“GAAP” means generally accepted accounting principles as in effect from time to time in the United States of America.

“Governmental Authority” means (a) the government of (i) the United States of America or any state, municipality or other political subdivision thereof or (ii) any other jurisdiction in which the Company or any Subsidiary conducts all or any part of its business, or that asserts jurisdiction over any properties of the Company or any Subsidiary, or (b) any entity exercising executive, legislative, judicial, regulatory or administrative functions of, or pertaining to, any such government, including, without limitation, any federal, state or municipal commission, board or other administrative agency or any other public authority.

“Guaranty” means, with respect to any Person, any obligation (except the endorsement in the ordinary course of business of negotiable instruments for deposit or collection) of such Person guaranteeing or in effect guaranteeing any indebtedness, dividend or other obligation of any other Person in any manner, whether directly or indirectly, including (without limitation) obligations incurred through an agreement, contingent or otherwise, by such Person:

     (a) to purchase such indebtedness or obligation or any property constituting security therefor;

     (b) to advance or supply funds (i) for the purchase or payment of such indebtedness or obligation or (ii) to maintain any working capital or other balance sheet condition or any income statement condition of any other Person or otherwise to advance or make available funds for the purchase or payment of such indebtedness or obligation;

Schedule B-2
(to Bond Purchase Agreement)

     (c) to lease properties or to purchase properties or services primarily for the purpose of assuring the owner of such indebtedness or obligation of the ability of any other Person to make payment of the indebtedness or obligation; or

     (d) otherwise to assure the owner of such indebtedness or obligation against loss in respect thereof.

In any computation of the indebtedness or other liabilities of the obligor under any Guaranty, the indebtedness or other obligations that are the subject of such Guaranty shall be assumed to be direct obligations of such obligor.

“Hazardous Materials” means any and all pollutants, toxic or hazardous wastes or other substances that might pose a hazard to health or safety, the removal of which may be required or the generation, manufacture, refining, production, processing, treatment, storage, handling, transportation, transfer, use, disposal, release, discharge, spillage, seepage or filtration of which is or shall be restricted, prohibited or penalized by any applicable law, including, without limitation, asbestos, urea formaldehyde foam insulation, polychlorinated biphenyls, petroleum, petroleum products, lead based paint, radon gas or similar restricted, prohibited or penalized substances.

“Holder” means, with respect to any Bond, the Person in whose name such Bond is registered in the books for the registration and transfer maintained by the Company pursuant to Section 2.06 of the Indenture (or otherwise provided for in the Supplemental Indenture).

“Indebtedness” with respect to any Person means, at any time, without duplication:

     (a) its liabilities for borrowed money and its redemption obligations in respect of any mandatorily redeemable class of capital stock of a Person that is preferred over any other class of capital stock (or similar equity interests) of such Person as to the payment of dividends or the payment of any amount upon liquidation or dissolution of such Person;

     (b) its liabilities for the deferred purchase price of property acquired by such Person (excluding accounts payable arising in the ordinary course of business but including all liabilities created or arising under any conditional sale or other title retention agreement with respect to any such property);

     (c) (i) all liabilities appearing on its balance sheet in accordance with GAAP in respect of Capital Leases and (ii) all liabilities that would appear on its balance sheet in accordance with GAAP in respect of Synthetic Leases assuming such Synthetic Leases were accounted for as Capital Leases;

     (d) all liabilities for borrowed money secured by any Lien with respect to any property owned by such Person (whether or not it has assumed or otherwise become liable for such liabilities);

Schedule B-3
(to Bond Purchase Agreement)

     (e) all its liabilities in respect of letters of credit or instruments serving a similar function issued or accepted for its account by banks and other financial institutions (whether or not representing obligations for borrowed money); and

     (f) any Guaranty of such Person with respect to liabilities of a type described in any of clauses (a) through (e) hereof.

Indebtedness of any Person shall include all obligations of such Person of the character described in clauses (a) through (f) to the extent such Person remains legally liable in respect thereof notwithstanding that any such obligation is deemed to be extinguished under GAAP.

“Indenture” is defined in Section 2.2.

“INHAM Exemption” means PTE 96-23.

“Institutional Investor” means (a) any Purchaser, (b) any Holder holding (together with one or more of its Affiliates) more than 5% of the aggregate principal amount of the Bonds then outstanding, (c) any bank, trust company, savings and loan association or other financial institution, any pension plan, any investment company, any insurance company, any broker or dealer, or any other similar financial institution or entity, regardless of legal form, and (d) with respect to any Holder, any fund or entity that (i) invests in Securities or bank loans and (ii) is advised or managed by such Holder, the same investment advisor as such Holder or by an Affiliate of such Holder or such investment advisor.

“Lien” means, with respect to any Person, any mortgage, lien, pledge, charge, security interest or other encumbrance, or any interest or title of any vendor, lessor, lender or other secured party to or of such Person under any conditional sale or other title retention agreement or Capital Lease, upon or with respect to any property or asset of such Person (including, in the case of stock, stockholder agreements, voting trust agreements and all similar arrangements).

“Material” means material in relation to the business, operations, affairs, financial condition, assets, properties or prospects of the Company and its Subsidiaries taken as a whole.

“Material Adverse Effect” means a material adverse effect on (a) the business, operations, affairs, financial condition, assets or properties of the Company and its Subsidiaries taken as a whole, (b) the ability of the Company to perform its obligations under this Agreement, the Indenture and the Bonds or (c) the validity or enforceability of this Agreement, the Indenture or the Bonds.

“Memorandum” is defined in Section 5.3.

“Multiemployer Plan” means any Plan that is a “multiemployer plan” (as such term is defined in Section 4001(a)(3) of ERISA).

“NAIC” means the National Association of Insurance Commissioners or any successor thereto.

“NAIC Annual Statement” is defined in Section 6.2(a).

Schedule B-4
(to Bond Purchase Agreement)

“Officer’s Certificate” means a certificate of a Senior Financial Officer or of any other officer of the Company whose responsibilities extend to the subject matter of such certificate.

“PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA or any successor thereto.

“Person” means an individual, partnership, corporation, limited liability company, association, trust, unincorporated organization, business entity or Governmental Authority.

“Plan” means an “employee benefit plan” (as defined in Section 3(3) of ERISA) subject to Title I of ERISA that is or, within the preceding five years, has been established or maintained, or to which contributions are or, within the preceding five years, have been made or required to be made, by the Company or any ERISA Affiliate or with respect to which the Company or any ERISA Affiliate may have any liability.

“PTE” means a Prohibited Transaction Class Exemption issued by the United States Department of Labor.

“Purchaser” is defined in the first paragraph of this Agreement.

“Purchasers” is defined in the first paragraph of this Agreement.

“QPAM Exemption” means PTE 84-14.

“Required Holders” means, at any time, the Holders of a majority in principal amount of the Bonds at the time outstanding (exclusive of Bonds then owned by the Company or any of its Affiliates).

“Responsible Officer” means any Senior Financial Officer and any other officer of the Company with responsibility for the administration of the relevant portion of this Agreement.

“SEC” shall mean the Securities and Exchange Commission of the United States, or any successor thereto.

“Securities” shall have the meaning specified in Section 2(1) of the Securities Act.

“Securities Act” means the Securities Act of 1933, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect.

“Security” shall have the meaning specified in Section 2(1) of the Securities Act.

“Senior Financial Officer” means the chief financial officer, principal accounting officer, treasurer or controller of the Company.

“Source” is defined in Section 6.2.

“Subsidiary” means, as to any Person, any other Person in which such first Person or one or more of its Subsidiaries or such first Person and one or more of its Subsidiaries owns sufficient

Schedule B-5
(to Bond Purchase Agreement)

equity or voting interests to enable it or them (as a group) ordinarily, in the absence of contingencies, to elect a majority of the directors (or Persons performing similar functions) of such second Person, and any partnership or joint venture if more than a 50% interest in the profits or capital thereof is owned by such first Person or one or more of its Subsidiaries or such first Person and one or more of its Subsidiaries (unless such partnership or joint venture can and does ordinarily take major business actions without the prior approval of such Person or one or more of its Subsidiaries). Unless the context otherwise clearly requires, any reference to a “Subsidiary” is a reference to a Subsidiary of the Company.

“Supplemental Indenture” is defined in Section 2.2.

“SVO” means the Securities Valuation Office of the NAIC or any successor to such Office.

“Synthetic Lease” means, at any time, any lease (including leases that may be terminated by the lessee at any time) of any property (a) that is accounted for as an operating lease under GAAP and (b) in respect of which the lessee retains or obtains ownership of the property so leased for U.S. federal income tax purposes, other than any such lease under which such Person is the lessor.

“Trustee” is defined in Section 2.2.

“Trust Indenture Act” means the Trust Indenture Act of 1939, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect.

“USA Patriot Act” means United States Public Law 107-56, Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect.

Schedule B-6
(to Bond Purchase Agreement)

Schedule 5.3

Disclosure Materials

• This Agreement

• The Indenture (including the Supplemental Indenture)

• Memorandum

• The Company’s Annual Report on Form 10-K for the year ended December 31, 2009

• Forms 8-K filed by the Company on March 24, 2010 and April 1, 2010

Schedule 5.3-1
(to Bond Purchase Agreement)

Schedule 5.4

Subsidiaries of the Company and Ownership of Subsidiary Stock

The name, jurisdiction of organization and percentage ownership of each of the Company’s Subsidiaries (as of December 31, 2009) are as follows:

Name	Jurisdiction	Percentage
CMS Engineering Co.	Michigan		100.00	%
Consumers Campus Holdings, LLC	Michigan		100.00	%
Consumers Funding LLC	Delaware		100.00	%
Consumers Receivables Funding II, LLC	Delaware		100.00	%
ES Services Company	Michigan		100.00	%
Maxey Flats Site IRP, L.L.C.	Virginia		1.71	%

The Company’s directors are as follows:

• Kenneth Whipple (Chairman)

• Joseph F. Paquette Jr. (Presiding Director)

• Merribel S. Ayres

• Jon E. Barfield

• Stephen E. Ewing

• Richard M. Gabrys

• David W. Joos

• Philip R. Lochner Jr.

• Michael T. Monahan

• Percy A. Pierre

• Kenneth L. Way

• John B. Yasinsky

The Company’s senior officers are as follows:

• David W. Joos: Chief Executive Officer

• Thomas J. Webb: Executive Vice President and Chief Financial Officer

• James E. Brunner: Senior Vice President and General Counsel

• John M. Butler: Senior Vice President

• David G. Mengebier: Senior Vice President and Chief Compliance Officer

• John G. Russell: President and Chief Operating Officer

• William E. Garrity: Senior Vice President

• Frank Johnson: Senior Vice President

• Glenn P. Barba: Vice President, Controller and Chief Accounting Officer

• James R. Coddington: Vice President

• Richard J. Ford: Vice President

• Jackson L. Hanson: Vice President

• Daniel J. Malone: Vice President

Schedule 5.4-1
(to Bond Purchase Agreement)

• Laura L. Mountcastle: Vice President and Treasurer

• James P. Pomaranski: Vice President

• Ronn J. Rasmussen: Vice President

• Catherine M. Reynolds: Vice President and Corporate Secretary

• Jon R. Robinson: Vice President

• Susan C. Swan: Vice President

• Theodore J. Vogel: Vice President and Chief Tax Counsel

Schedule 5.4-2
(to Bond Purchase Agreement)

Schedule 5.5

Financial Statements

See the Annual Report on Form 10-K for the Company’s financial statements as of and for the years ended December 31, 2009, 2008 and 2007.

Schedule 5.5-1
(to Bond Purchase Agreement)

Schedule 5.15

Existing Indebtedness

Indebtedness at December 31, 2009:	Interest Rate (%)			Maturity			In Millions
First mortgage bonds (a)		4.000			2010		$	250
		5.000			2012			300
		5.375			2013			375
		6.000			2014			200
		5.000			2015			225
		5.500			2016			350
		5.150			2017			250
		5.650			2018			250
		6.125			2019			350
		6.700			2019			500
		5.650			2020			300
		5.650			2035			139
		5.800			2035			175
								3,664
Senior notes (a)		6.875			2018			180
Securitization bonds (a)		5.566	(e)		2010-2015			243
Nuclear fuel disposal liability (b)					(b	)		163
Limited obligation refunding revenue bonds (a) (c)		4.250			2010			28
Limited obligation refunding revenue bonds (a) (c)		3.375			2010			30
Limited obligation refunding revenue bonds (a) (d)	Variable				2018			68
Limited obligation revenue bonds (a) (d)	Variable				2035			35
Total principal amount outstanding								4,411
Net unamortized discount								(5	)
Total Long-term debt								4,406
Capital and financing leases
Non-current portion of capital and finance lease obligations								197
Current portion of capital and finance lease obligations								22
Total capital and financing leases								219
Total indebtedness (f)							$	4,625

(a)	Issued and traded publically.
(b)	Owed to the U.S. Department of Energy. The maturity date is uncertain.
(c)	The Company utilized the Michigan Strategic Fund for the issuance of Michigan Strategic Fund Limited Obligation Refunding Revenue Bonds. The bonds are secured by first mortgage bonds. The 3.375 percent bond in the amount of $30 million is insured.

Schedule 5.15-1
(to Bond Purchase Agreement)

(d)	The Company utilized the Michigan Strategic Fund for the issuance of Michigan Strategic Fund Variable Rate Limited Obligation Refunding Revenue Bonds and Variable Rate Limited Obligation Revenue Bonds. The bonds are backed by a letters of credit.
(e)	The weighted-average interest rate for the Company’s securitization bonds.
(f)	Amounts related to the revolving credit facilities are not included in the totals.

The Michigan Strategic Fund is housed within the Michigan Department of Treasury to provide public and private development finance opportunities for agriculture, forestry, business, industry and communities within the State of Michigan.

First mortgage bonds: The Company secures its first mortgage bonds by a mortgage and lien on substantially all of its property. The Company’s ability to issue first mortgage bonds is restricted by certain provisions in the Indenture and the need for regulatory approvals under federal law. Restrictive issuance provisions in the Indenture include achieving a two-times interest coverage ratio and having sufficient unfunded net property additions and a limit on the total amount of outstanding first mortgage bonds at any time to $6 billion.

Regulatory Authorization for Financings: The Federal Energy Regulatory Commission has authorized the Company to have outstanding at any one time, up to $1.0 billion of secured and unsecured short-term securities for general corporate purposes. The remaining availability is $520 million at December 31, 2009. The Federal Energy Regulatory Commission has also authorized the Company to issue and sell up to $2.1 billion of secured and unsecured long-term securities for general corporate purposes. The remaining availability is $1.0 billion at December 31, 2009. The authorizations are for the period ending June 30, 2010. Any long-term issuances during the authorization period are exempt from the Federal Energy Regulatory Commission’s competitive bidding and negotiated placement requirements.

Securitization Bonds: Certain regulatory assets owned by the Company’s subsidiary, Consumers Funding LLC, collateralize the Company’s securitization bonds. The bondholders have no recourse to the Company’s other assets. Through its rate structure, the Company bills customers for securitization surcharges to fund the payment of principal, interest, and other related expenses. The surcharges collected are remitted to a trustee and are not available to creditors of the Company or creditors of the Company’s affiliates other than Consumers Funding LLC.

Revolving Credit Facilities: The following secured revolving credit facilities with banks were available at December 31, 2009, and all contain a financial covenant that requires the Company to maintain a certain total consolidated debt to consolidated capitalization ratio:

							In Millions
					Letters of Credit
Expiration Date	Amount of Facility		Amount Borrowed		Outstanding		Amount Available
March 30, 2012		500		—		335		165
November 30, 2010		30		—		30		—
August 17, 2010		150		—		—		150

Capital and Financing Leases: The Company leases various assets, including service vehicles, railcars, gas pipeline capacity, and buildings. In addition, the Company accounts for a number of their

Schedule 5.15-2
(to Bond Purchase Agreement)

power purchase agreements as capital and operating leases. Capital leases for the Company’s vehicle fleet operations have a maximum term of 120 months and Terminal Rental Adjustment Clause end-of-life provisions.

The Company has capital leases for gas transportation pipelines to the Karn generating complex and the Zeeland power plant. The capital lease for the gas transportation pipeline into the Karn generating complex has a term of 15 years with a provision to extend the contract from month to month. The capital lease for the gas transportation pipeline to the Zeeland power plant has a lease term of 12 years with a renewal provision at the end of the contract. The remaining terms of the Company’s long-term power purchase agreements range between 1 and 21 years. Most of these power purchase agreements contain provisions at the end of the initial contract terms to renew the agreements annually.

In April 2007, the Company sold the Palisades nuclear power plant to Entergy Corporation and entered into a 15 year power purchase agreement to buy all of the capacity and energy produced by the Palisades nuclear power plant. The Company has continuing involvement with the Palisades nuclear power plant through security provided to Entergy Corporation for the Company’s power purchase agreement obligation, the Company’s U.S. Department of Energy liability, and other forms of involvement. Because of these ongoing arrangements, the Company accounted for the transaction as a financing of the Palisades nuclear power plant and not a sale. The Company recorded the related proceeds as a finance obligation with payments recorded to interest expense and the finance obligation based on the amortization of the obligation over the life of the Palisades nuclear power plant power purchase agreement.

Schedule 5.15-3
(to Bond Purchase Agreement)

Exhibit 2.2

Form of Supplemental Indenture (Including Form of Bonds)

See attached.

Exhibit 2.2-1
(to Bond Purchase Agreement)

ONE HUNDRED TWELFTH SUPPLEMENTAL INDENTURE

Providing among other things for

FIRST MORTGAGE BONDS,

$250 million 5.30% First Mortgage Bonds Due 2022

$50 million 6.17% First Mortgage Bonds Due 2040

Dated as of September 1, 2010

CONSUMERS ENERGY COMPANY

TO

THE BANK OF NEW YORK MELLON,

TRUSTEE

Counterpart _____ of 100

          THIS ONE HUNDRED TWELFTH SUPPLEMENTAL INDENTURE, dated as of September 1, 2010 (herein sometimes referred to as “this Supplemental Indenture”), made and entered into by and between CONSUMERS ENERGY COMPANY, a corporation organized and existing under the laws of the State of Michigan, with its principal executive office and place of business at One Energy Plaza, in Jackson, Jackson County, Michigan 49201, formerly known as Consumers Power Company (hereinafter sometimes referred to as the “Company”), and THE BANK OF NEW YORK MELLON, a New York banking corporation, with its corporate trust offices at 101 Barclay St., New York, New York 10286 (hereinafter sometimes referred to as the “Trustee”), as Trustee under the Indenture dated as of September 1, 1945 between Consumers Power Company, a Maine corporation (hereinafter sometimes referred to as the “Maine corporation”), and City Bank Farmers Trust Company (Citibank, N.A., successor, hereinafter sometimes referred to as the “Predecessor Trustee”), securing bonds issued and to be issued as provided therein (hereinafter sometimes referred to as the “Indenture”),

          WHEREAS at the close of business on January 30, 1959, City Bank Farmers Trust Company was converted into a national banking association under the title “First National City Trust Company”; and

          WHEREAS at the close of business on January 15, 1963, First National City Trust Company was merged into First National City Bank; and

          WHEREAS at the close of business on October 31, 1968, First National City Bank was merged into The City Bank of New York, National Association, the name of which was thereupon changed to First National City Bank; and

          WHEREAS effective March 1, 1976, the name of First National City Bank was changed to Citibank, N.A.; and

          WHEREAS effective July 16, 1984, Manufacturers Hanover Trust Company succeeded Citibank, N.A. as Trustee under the Indenture; and

          WHEREAS effective June 19, 1992, Chemical Bank succeeded by merger to Manufacturers Hanover Trust Company as Trustee under the Indenture; and

          WHEREAS effective July 15, 1996, The Chase Manhattan Bank (National Association) merged with and into Chemical Bank which thereafter was renamed The Chase Manhattan Bank; and

          WHEREAS effective November 11, 2001, The Chase Manhattan Bank merged with Morgan Guaranty Trust Company of New York and the surviving corporation was renamed JPMorgan Chase Bank; and

          WHEREAS effective November 13, 2004, the name of JPMorgan Chase Bank was changed to JPMorgan Chase Bank, N.A.; and

          WHEREAS effective October 2, 2006, The Bank of New York succeeded JPMorgan Chase Bank, N.A., as Trustee under the Indenture; and

1

          WHEREAS effective July 1, 2008, the name of The Bank of New York was changed to The Bank of New York Mellon; and

          WHEREAS the Indenture was executed and delivered for the purpose of securing such bonds as may from time to time be issued under and in accordance with the terms of the Indenture, the aggregate principal amount of bonds to be secured thereby being limited to $6,000,000,000 at any one time outstanding (except as provided in Section 2.01 of the Indenture), and the Indenture describes and sets forth the property conveyed thereby and is filed in the Office of the Secretary of State of the State of Michigan and is of record in the Office of the Register of Deeds of each county in the State of Michigan in which this Supplemental Indenture is to be recorded; and

          WHEREAS the Indenture has been supplemented and amended by various indentures supplemental thereto, each of which is filed in the Office of the Secretary of State of the State of Michigan and is of record in the Office of the Register of Deeds of each county in the State of Michigan in which this Supplemental Indenture is to be recorded; and

          WHEREAS the Company and the Maine corporation entered into an Agreement of Merger and Consolidation, dated as of February 14, 1968, which provided for the Maine corporation to merge into the Company; and

          WHEREAS the effective date of such Agreement of Merger and Consolidation was June 6, 1968, upon which date the Maine corporation was merged into the Company and the name of the Company was changed from “Consumers Power Company of Michigan” to “Consumers Power Company”; and

          WHEREAS the Company and the Predecessor Trustee entered into a Sixteenth Supplemental Indenture, dated as of June 4, 1968, which provided, among other things, for the assumption of the Indenture by the Company; and

          WHEREAS said Sixteenth Supplemental Indenture became effective on the effective date of such Agreement of Merger and Consolidation; and

          WHEREAS the Company has succeeded to and has been substituted for the Maine corporation under the Indenture with the same effect as if it had been named therein as the mortgagor corporation; and

          WHEREAS effective March 11, 1997, the name of Consumers Power Company was changed to Consumers Energy Company; and

          WHEREAS the Indenture provides for the issuance of bonds thereunder in one or more series, and the Company, by appropriate corporate action in conformity with the terms of the Indenture, has duly determined to create, and does hereby create, a new series of bonds under the Indenture designated 5.30% Series due 2022, each of which bonds shall also bear the descriptive title “First Mortgage Bonds” (hereinafter provided for and hereinafter sometimes referred to as the “2022 Bonds”), the bonds of which series are to be issued as registered bonds

2

without coupons and are to bear interest at the rate per annum specified in the title thereof and are to mature September 1, 2022; and

          WHEREAS the Indenture provides for the issuance of bonds thereunder in one or more series, and the Company, by appropriate corporate action in conformity with the terms of the Indenture, has duly determined to create, and does hereby create, a new series of bonds under the Indenture designated 6.17% Series due 2040, each of which bonds shall also bear the descriptive title “First Mortgage Bonds” (hereinafter provided for and hereinafter sometimes referred to as the “2040 Bonds”), the bonds of which series are to be issued as registered bonds without coupons and are to bear interest at the rate per annum specified in the title thereof and are to mature September 1, 2040; and

          WHEREAS the Company and the purchasers party thereto (the “Purchasers”) have entered into a Bond Purchase Agreement dated as of April 19, 2010 (the “Bond Purchase Agreement”), pursuant to which the Company agreed to sell and the Purchasers agreed to buy $250 million in aggregate principal amount of 2022 Bonds and $50 million in aggregate principal amount of 2040 Bonds (such 2022 Bonds and 2040 Bonds, collectively the “Bonds”); and

          WHEREAS each of the registered bonds without coupons of the 2022 Bonds and the Trustee’s Authentication Certificate thereon, and each of the registered bonds without coupons of the 2040 Bonds and the Trustee’s Authentication Certificate thereon, are to be substantially in the following forms, respectively, to wit:

[FORM OF REGISTERED BOND OF THE 2022 BONDS]

[FACE]

CONSUMERS ENERGY COMPANY

FIRST MORTGAGE BOND

5.30% SERIES DUE 2022

PPN: $                    

No.: ___

          CONSUMERS ENERGY COMPANY, a Michigan corporation (hereinafter called the “Company”), for value received, hereby promises to pay to                     , or registered assigns, the principal sum of                      Dollars ($                    ) on September 1, 2022, and to pay to the registered holder hereof interest on said sum from the latest semi-annual interest payment date to which interest has been paid on the bonds of this series preceding the date hereof, unless the date hereof be an interest payment date to which interest is being paid, in which case from the date hereof, or unless the date hereof is prior to March 1, 2011, in which case from September 1, 2010 (or if this bond is dated between the record date for any interest payment date and such interest payment date, then from such interest payment date, provided, however, that if the Company shall default in payment of the interest due on such interest payment date, then from the next preceding semi-annual interest payment date to which

3

interest has been paid on the bonds of this series, or if such interest payment date is March 1, 2011, from September 1, 2010), at the rate per annum, until the principal hereof shall have become due and payable, specified in the title of this bond, payable on March 1 and September 1 in each year. The provisions of this bond are continued on the reverse hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.

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

     IN WITNESS WHEREOF, Consumers Energy Company has caused this bond to be executed in its name by its Chairman of the Board, its President or one of its Vice Presidents by his or her signature or a facsimile thereof, and its corporate seal or a facsimile thereof to be affixed hereto or imprinted hereon and attested by its Secretary or one of its Assistant Secretaries by his or her signature or a facsimile thereof.

	CONSUMERS ENERGY COMPANY
Dated:
	By:
		Printed:
		Title:

Attest:  

TRUSTEE’S AUTHENTICATION CERTIFICATE

     This is one of the bonds, of the series designated therein, described in the within-mentioned Indenture.

THE BANK OF NEW YORK MELLON,     Trustee
By:
	Authorized Officer

[REVERSE]

CONSUMERS ENERGY COMPANY

FIRST MORTGAGE BOND
5.30% SERIES DUE 2022

          The interest payable on any March 1 or September 1 will, subject to certain exceptions provided in the Indenture hereinafter mentioned, be paid to the person in whose name this bond is registered at the close of business on the record date, which shall be the 15th calendar day of the month immediately preceding the month in which such interest payment date

4

occurs, or, if such March 1 or September 1 shall be a legal holiday or a day on which banking institutions in the Borough of Manhattan, The City of New York, are authorized to close, the next succeeding day which shall not be a legal holiday or a day on which such institutions are so authorized to close. The principal of and the premium, if any, and interest on this bond shall be payable at the office or agency of the Company in the Borough of Manhattan, The City of New York, designated for that purpose, in any coin or currency of the United States of America which at the time of payment is legal tender for public and private debts.

          This bond is one of the bonds of a series designated as First Mortgage Bonds, 5.30% Series due 2022 (sometimes herein referred to as the “2022 Bonds” or the “Bonds”) issued under and in accordance with and secured by an indenture dated as of September 1, 1945, given by the Company (or its predecessor, Consumers Power Company, a Maine corporation) to City Bank Farmers Trust Company (The Bank of New York Mellon, successor) (hereinafter sometimes referred to as the “Trustee”), together with indentures supplemental thereto, heretofore or hereafter executed, to which indenture and indentures supplemental thereto (hereinafter referred to collectively as the “Indenture”) reference is hereby made for a description of the property mortgaged and pledged, the nature and extent of the security and the rights, duties and immunities thereunder of the Trustee and the rights of the holders of said bonds and of the Trustee and of the Company in respect of such security, and the limitations on such rights. By the terms of the Indenture, the bonds to be secured thereby are issuable in series which may vary as to date, amount, date of maturity, rate of interest and in other respects as provided in the Indenture.

          Any or all of the 2022 Bonds may be redeemed by the Company, at any time and from time to time prior to maturity, at a redemption price equal to 100% of the principal amount of such 2022 Bonds being redeemed plus the Applicable Premium (as defined below), if any, thereon at the time of redemption, together with accrued interest, if any, thereon to the redemption date. In no event will the redemption price be less than 100% of the principal amount of the 2022 Bonds plus accrued interest, if any, thereon to the redemption date.

          “Applicable Premium” means, with respect to a 2022 Bond (or portion thereof) being redeemed at any time, the excess of (a) the present value at such time of the principal amount of such 2022 Bond (or portion thereof) being redeemed plus all scheduled interest payments on such 2022 Bond (or portion thereof excluding interest accrued to the redemption date) after the redemption date, which present value shall be computed using a discount rate equal to the Treasury Rate (as defined below) plus 50 basis points, over (b) the principal amount of such 2022 Bond (or portion thereof) being redeemed at such time. For purposes of this definition, the present values of interest and principal payments will be determined in accordance with generally accepted principles of financial analysis.

          “Treasury Rate” means the yield to maturity at the time of computation of on-the-run United States Treasury securities adjusted to constant maturity under the caption “Treasury constant maturities, Nominal” (as compiled and published in the most recent Federal Reserve Statistical Release H.15(519) (the “Statistical Release”)) which has become publicly available at least two Business Days prior to the redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data) most nearly equal to the then

5

remaining average life to stated maturity of the 2022 Bonds; provided, however, that if the average life (rounded to the first decimal point) to stated maturity of the 2022 Bonds is not equal to the constant maturity of an on-the-run United States Treasury security for which a weekly average yield (in the Statistical Release columns labeled “Week Ending”) is given, the Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of on-the-run United States Treasury securities for which such yields are given.

          The Treasury Rate will be calculated on the third Business Day preceding the date fixed for redemption.

          If the original redemption date is on or after a record date and on or before the relevant interest payment date, the accrued and unpaid interest, if any, will be paid to the person or entity in whose name the 2022 Bond is registered at the close of business on the record date, and no additional interest will be payable to the holders whose 2022 Bonds shall be subject to redemption.

          If less than all of the 2022 Bonds are to be redeemed, the Trustee shall select, in such manner as it shall deem appropriate and fair, the particular 2022 Bonds or portions thereof to be redeemed. Notice of redemption shall be given by mail not less than 30 nor more than 60 days prior to the date fixed for redemption to the holders of the 2022 Bonds to be redeemed; provided, however, that the failure to duly give such notice by mail, or any defect therein, shall not affect the validity of any proceedings for the redemption of the 2022 Bonds as to which there shall have been no such failure or defect. On and after the date fixed for redemption (unless the Company shall default in the payment of the 2022 Bonds or portions thereof to be redeemed at the applicable redemption price, together with accrued interest, if any, thereon to such date), interest on the 2022 Bonds or the portions thereof so called for redemption shall cease to accrue.

          This bond is not redeemable by the operation of the improvement fund or the maintenance and replacement provisions of the Indenture or with the proceeds of released property.

          In case of certain defaults as specified in the Indenture, the principal of this bond may be declared or may become due and payable on the conditions, at the time, in the manner and with the effect provided in the Indenture. The holders of certain specified percentages of the bonds at the time outstanding, including in certain cases specified percentages of bonds of particular series, may in certain cases, to the extent and as provided in the Indenture, waive certain defaults thereunder and the consequences of such defaults.

          The Indenture contains provisions permitting the Company and the Trustee, with the consent of the holders of not less than seventy-five per centum in principal amount of the bonds (exclusive of bonds disqualified by reason of the Company’s interest therein) at the time outstanding, including, if more than one series of bonds shall be at the time outstanding, not less than sixty per centum in principal amount of each series affected, to effect, by an indenture supplemental to the Indenture, modifications or alterations of the Indenture and of the rights and obligations of the Company and the rights of the holders of the bonds and coupons; provided, however, that no such modification or alteration shall be made without the written approval or

6

consent of the holder hereof which will (a) extend the maturity of this bond or reduce the rate or extend the time of payment of interest hereon or reduce the amount of the principal hereof or reduce any premium payable on the redemption hereof, (b) permit the creation of any lien, not otherwise permitted, prior to or on a parity with the lien of the Indenture, or (c) reduce the percentage of the principal amount of the bonds upon the approval or consent of the holders of which modifications or alterations may be made as aforesaid.

          The Company reserves the right, without any consent, vote or other action by holders of the 2022 Bonds or any other series created after the Sixty-eighth Supplemental Indenture to amend the Indenture to reduce the percentage of the principal amount of bonds the holders of which are required to approve any supplemental indenture (other than any supplemental indenture which is subject to the proviso contained in the immediately preceding sentence) (a) from not less than seventy-five per centum (including sixty per centum of each series affected) to not less than a majority in principal amount of the bonds at the time outstanding or (b) in case fewer than all series are affected, not less than a majority in principal amount of the bonds of all affected series, voting together.

          No recourse shall be had for the payment of the principal of or premium, if any, or interest on this bond, or for any claim based hereon, or otherwise in respect hereof or of the Indenture, to or against any incorporator, stockholder, director or officer, past, present or future, as such, of the Company, or of any predecessor or successor company, either directly or through the Company, or such predecessor or successor company, or otherwise, under any constitution or statute or rule of law, or by the enforcement of any assessment or penalty, or otherwise, all such liability of incorporators, stockholders, directors and officers, as such, being waived and released by the holder and owner hereof by the acceptance of this bond and being likewise waived and released by the terms of the Indenture.

          This bond shall be exchangeable for other registered bonds of the same series, in the manner and upon the conditions prescribed in the Indenture, upon the surrender of such bonds at the office or agency of the Company in the Borough of Manhattan, The City of New York. However, notwithstanding the provisions of Section 2.05 of the Indenture, no charge shall be made upon any registration of transfer or exchange of bonds of said series other than for any tax or taxes or other governmental charge required to be paid by the Company.

[END OF FORM OF REGISTERED BOND OF THE 2022 BONDS]

[FORM OF REGISTERED BOND OF THE 2040 BONDS]

[FACE]

CONSUMERS ENERGY COMPANY
FIRST MORTGAGE BOND
6.17% SERIES DUE 2040

PPN: $                    

7

No.: ___

          CONSUMERS ENERGY COMPANY, a Michigan corporation (hereinafter called the “Company”), for value received, hereby promises to pay to                     , or registered assigns, the principal sum of                      Dollars ($                    ) on September 1, 2040, and to pay to the registered holder hereof interest on said sum from the latest semi-annual interest payment date to which interest has been paid on the bonds of this series preceding the date hereof, unless the date hereof be an interest payment date to which interest is being paid, in which case from the date hereof, or unless the date hereof is prior to March 1, 2011, in which case from September 1, 2010 (or if this bond is dated between the record date for any interest payment date and such interest payment date, then from such interest payment date, provided, however, that if the Company shall default in payment of the interest due on such interest payment date, then from the next preceding semi-annual interest payment date to which interest has been paid on the bonds of this series, or if such interest payment date is March 1, 2011, from September 1, 2010), at the rate per annum, until the principal hereof shall have become due and payable, specified in the title of this bond, payable on March 1 and September 1 in each year. The provisions of this bond are continued on the reverse hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.

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

          IN WITNESS WHEREOF, Consumers Energy Company has caused this bond to be executed in its name by its Chairman of the Board, its President or one of its Vice Presidents by his or her signature or a facsimile thereof, and its corporate seal or a facsimile thereof to be affixed hereto or imprinted hereon and attested by its Secretary or one of its Assistant Secretaries by his or her signature or a facsimile thereof.

	CONSUMERS ENERGY COMPANY
Dated:
	By:
		Printed:
		Title:

Attest:  

TRUSTEE’S AUTHENTICATION CERTIFICATE

     This is one of the bonds, of the series designated therein, described in the within-mentioned Indenture.

8

THE BANK OF NEW YORK MELLON,     Trustee
By:
	Authorized Officer

[REVERSE]

CONSUMERS ENERGY COMPANY

FIRST MORTGAGE BOND
6.17% SERIES DUE 2040

          The interest payable on any March 1 or September 1 will, subject to certain exceptions provided in the Indenture hereinafter mentioned, be paid to the person in whose name this bond is registered at the close of business on the record date, which shall be the 15th calendar day of the month immediately preceding the month in which such interest payment date occurs, or, if such March 1 or September 1 shall be a legal holiday or a day on which banking institutions in the Borough of Manhattan, The City of New York, are authorized to close, the next succeeding day which shall not be a legal holiday or a day on which such institutions are so authorized to close. The principal of and the premium, if any, and interest on this bond shall be payable at the office or agency of the Company in the Borough of Manhattan, The City of New York, designated for that purpose, in any coin or currency of the United States of America which at the time of payment is legal tender for public and private debts.

          This bond is one of the bonds of a series designated as First Mortgage Bonds, 6.17% Series due 2040 (sometimes herein referred to as the “2040 Bonds” or the “Bonds”) issued under and in accordance with and secured by an indenture dated as of September 1, 1945, given by the Company (or its predecessor, Consumers Power Company, a Maine corporation) to City Bank Farmers Trust Company (The Bank of New York Mellon, successor) (hereinafter sometimes referred to as the “Trustee”), together with indentures supplemental thereto, heretofore or hereafter executed, to which indenture and indentures supplemental thereto (hereinafter referred to collectively as the “Indenture”) reference is hereby made for a description of the property mortgaged and pledged, the nature and extent of the security and the rights, duties and immunities thereunder of the Trustee and the rights of the holders of said bonds and of the Trustee and of the Company in respect of such security, and the limitations on such rights. By the terms of the Indenture, the bonds to be secured thereby are issuable in series which may vary as to date, amount, date of maturity, rate of interest and in other respects as provided in the Indenture.

          Any or all of the 2040 Bonds may be redeemed by the Company, at any time and from time to time prior to maturity, at a redemption price equal to 100% of the principal amount of such 2040 Bonds being redeemed plus the Applicable Premium (as defined below), if any, thereon at the time of redemption, together with accrued interest, if any, thereon to the redemption date. In no event will the redemption price be less than 100% of the principal amount of the 2040 Bonds plus accrued interest, if any, thereon to the redemption date.

          “Applicable Premium” means, with respect to a 2040 Bond (or portion thereof) being redeemed at any time, the excess of (a) the present value at such time of the principal amount of such 2040 Bond (or portion thereof) being redeemed plus all scheduled interest

9

payments on such 2040 Bond (or portion thereof excluding interest accrued to the redemption date) after the redemption date, which present value shall be computed using a discount rate equal to the Treasury Rate (as defined below) plus 50 basis points, over (b) the principal amount of such 2040 Bond (or portion thereof) being redeemed at such time. For purposes of this definition, the present values of interest and principal payments will be determined in accordance with generally accepted principles of financial analysis.

          “Treasury Rate” means the yield to maturity at the time of computation of on-the-run United States Treasury securities adjusted to constant maturity under the caption “Treasury constant maturities, Nominal” (as compiled and published in the most recent Federal Reserve Statistical Release H.15(519) (the “Statistical Release”)) which has become publicly available at least two Business Days prior to the redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data) most nearly equal to the then remaining average life to stated maturity of the 2040 Bonds; provided, however, that if the average life (rounded to the first decimal point) to stated maturity of the 2040 Bonds is not equal to the constant maturity of an on-the-run United States Treasury security for which a weekly average yield (in the Statistical Release columns labeled “Week Ending”) is given, the Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of on-the-run United States Treasury securities for which such yields are given.

          The Treasury Rate will be calculated on the third Business Day preceding the date fixed for redemption.

          If the original redemption date is on or after a record date and on or before the relevant interest payment date, the accrued and unpaid interest, if any, will be paid to the person or entity in whose name the 2040 Bond is registered at the close of business on the record date, and no additional interest will be payable to the holders whose 2040 Bonds shall be subject to redemption.

          If less than all of the 2040 Bonds are to be redeemed, the Trustee shall select, in such manner as it shall deem appropriate and fair, the particular 2040 Bonds or portions thereof to be redeemed. Notice of redemption shall be given by mail not less than 30 nor more than 60 days prior to the date fixed for redemption to the holders of the 2040 Bonds to be redeemed; provided, however, that the failure to duly give such notice by mail, or any defect therein, shall not affect the validity of any proceedings for the redemption of the 2040 Bonds as to which there shall have been no such failure or defect. On and after the date fixed for redemption (unless the Company shall default in the payment of the 2040 Bonds or portions thereof to be redeemed at the applicable redemption price, together with accrued interest, if any, thereon to such date), interest on the 2040 Bonds or the portions thereof so called for redemption shall cease to accrue.

          This bond is not redeemable by the operation of the improvement fund or the maintenance and replacement provisions of the Indenture or with the proceeds of released property.

          In case of certain defaults as specified in the Indenture, the principal of this bond may be declared or may become due and payable on the conditions, at the time, in the manner

10

and with the effect provided in the Indenture. The holders of certain specified percentages of the bonds at the time outstanding, including in certain cases specified percentages of bonds of particular series, may in certain cases, to the extent and as provided in the Indenture, waive certain defaults thereunder and the consequences of such defaults.

          The Indenture contains provisions permitting the Company and the Trustee, with the consent of the holders of not less than seventy-five per centum in principal amount of the bonds (exclusive of bonds disqualified by reason of the Company’s interest therein) at the time outstanding, including, if more than one series of bonds shall be at the time outstanding, not less than sixty per centum in principal amount of each series affected, to effect, by an indenture supplemental to the Indenture, modifications or alterations of the Indenture and of the rights and obligations of the Company and the rights of the holders of the bonds and coupons; provided, however, that no such modification or alteration shall be made without the written approval or consent of the holder hereof which will (a) extend the maturity of this bond or reduce the rate or extend the time of payment of interest hereon or reduce the amount of the principal hereof or reduce any premium payable on the redemption hereof, (b) permit the creation of any lien, not otherwise permitted, prior to or on a parity with the lien of the Indenture, or (c) reduce the percentage of the principal amount of the bonds upon the approval or consent of the holders of which modifications or alterations may be made as aforesaid.

          The Company reserves the right, without any consent, vote or other action by holders of the 2040 Bonds or any other series created after the Sixty-eighth Supplemental Indenture to amend the Indenture to reduce the percentage of the principal amount of bonds the holders of which are required to approve any supplemental indenture (other than any supplemental indenture which is subject to the proviso contained in the immediately preceding sentence) (a) from not less than seventy-five per centum (including sixty per centum of each series affected) to not less than a majority in principal amount of the bonds at the time outstanding or (b) in case fewer than all series are affected, not less than a majority in principal amount of the bonds of all affected series, voting together.

          No recourse shall be had for the payment of the principal of or premium, if any, or interest on this bond, or for any claim based hereon, or otherwise in respect hereof or of the Indenture, to or against any incorporator, stockholder, director or officer, past, present or future, as such, of the Company, or of any predecessor or successor company, either directly or through the Company, or such predecessor or successor company, or otherwise, under any constitution or statute or rule of law, or by the enforcement of any assessment or penalty, or otherwise, all such liability of incorporators, stockholders, directors and officers, as such, being waived and released by the holder and owner hereof by the acceptance of this bond and being likewise waived and released by the terms of the Indenture.

          This bond shall be exchangeable for other registered bonds of the same series, in the manner and upon the conditions prescribed in the Indenture, upon the surrender of such bonds at the office or agency of the Company in the Borough of Manhattan, The City of New York. However, notwithstanding the provisions of Section 2.05 of the Indenture, no charge shall be made upon any registration of transfer or exchange of bonds of said series other than for any tax or taxes or other governmental charge required to be paid by the Company.

11

[END OF FORM OF REGISTERED BOND OF THE 2040 BONDS]

          AND WHEREAS all acts and things necessary to make the Bonds when duly executed by the Company and authenticated by the Trustee or its agent and issued as prescribed in the Indenture, as heretofore supplemented and amended, and this Supplemental Indenture, the valid, binding and legal obligations of the Company, and to constitute the Indenture, as supplemented and amended as aforesaid, as well as by this Supplemental Indenture, a valid, binding and legal instrument for the security thereof, have been done and performed, and the creation, execution and delivery of this Supplemental Indenture and the creation, execution and issuance of bonds subject to the terms hereof and of the Indenture, as so supplemented and amended, have in all respects been duly authorized;

          NOW, THEREFORE, in consideration of the premises, of the acceptance and purchase by the holders thereof of the bonds issued and to be issued under the Indenture, as supplemented and amended as above set forth, duly paid by the Trustee to the Company, and of other good and valuable considerations, the receipt whereof is hereby acknowledged, and for the purpose of securing the due and punctual payment of the principal of and premium, if any, and interest on all bonds now outstanding under the Indenture and the $250 million principal amount of the 2022 Bonds, and the $50 million principal amount of the 2040 Bonds, and all other bonds which shall be issued under the Indenture, as supplemented and amended from time to time, and for the purpose of securing the faithful performance and observance of all covenants and conditions therein, and in any indenture supplemental thereto, set forth, the Company has given, granted, bargained, sold, released, transferred, assigned, hypothecated, pledged, mortgaged, confirmed, set over, warranted, alienated and conveyed and by these presents does give, grant, bargain, sell, release, transfer, assign, hypothecate, pledge, mortgage, confirm, set over, warrant, alienate and convey unto The Bank of New York Mellon, as Trustee, as provided in the Indenture, and its successor or successors in the trust thereby and hereby created and to its or their assigns forever, all the right, title and interest of the Company in and to all the property, described in Section 11 hereof, together (subject to the provisions of Article X of the Indenture) with the tolls, rents, revenues, issues, earnings, income, products and profits thereof, excepting, however, the property, interests and rights specifically excepted from the lien of the Indenture as set forth in the Indenture;

          TOGETHER WITH all and singular the tenements, hereditaments and appurtenances belonging or in any wise appertaining to the premises, property, franchises and rights, or any thereof, referred to in the foregoing granting clause, with the reversion and reversions, remainder and remainders and (subject to the provisions of Article X of the Indenture) the tolls, rents, revenues, issues, earnings, income, products and profits thereof, and all the estate, right, title and interest and claim whatsoever, at law as well as in equity, which the Company now has or may hereafter acquire in and to the aforesaid premises, property, franchises and rights and every part and parcel thereof;

          SUBJECT, HOWEVER, with respect to such premises, property, franchises and rights, to excepted encumbrances as said term is defined in Section 1.02 of the Indenture, and

12

subject also to all defects and limitations of title and to all encumbrances existing at the time of acquisition.

          TO HAVE AND TO HOLD all said premises, property, franchises and rights hereby conveyed, assigned, pledged or mortgaged, or intended so to be, unto the Trustee, its successor or successors in trust and their assigns forever;

          BUT IN TRUST, NEVERTHELESS, with power of sale for the equal and proportionate benefit and security of the holders of all bonds now or hereafter authenticated and delivered under and secured by the Indenture and interest coupons appurtenant thereto, pursuant to the provisions of the Indenture and of any supplemental indenture, and for the enforcement of the payment of said bonds and coupons when payable and the performance of and compliance with the covenants and conditions of the Indenture and of any supplemental indenture, without any preference, distinction or priority as to lien or otherwise of any bond or bonds over others by reason of the difference in time of the actual authentication, delivery, issue, sale or negotiation thereof or for any other reason whatsoever, except as otherwise expressly provided in the Indenture; and so that each and every bond now or hereafter authenticated and delivered thereunder shall have the same lien, and so that the principal of and premium, if any, and interest on every such bond shall, subject to the terms thereof, be equally and proportionately secured, as if it had been made, executed, authenticated, delivered, sold and negotiated simultaneously with the execution and delivery thereof;

          AND IT IS EXPRESSLY DECLARED by the Company that all bonds authenticated and delivered under and secured by the Indenture, as supplemented and amended as above set forth, are to be issued, authenticated and delivered, and all said premises, property, franchises and rights hereby and by the Indenture and indentures supplemental thereto conveyed, assigned, pledged or mortgaged, or intended so to be, are to be dealt with and disposed of under, upon and subject to the terms, conditions, stipulations, covenants, agreements, trusts, uses and purposes expressed in the Indenture, as supplemented and amended as above set forth, and the parties hereto mutually agree as follows:

          SECTION 1. There is hereby created one series of bonds (the “2022 Bonds”) designated as hereinabove provided, which shall also bear the descriptive title “First Mortgage Bond”, and the form thereof shall be substantially as hereinbefore set forth. The 2022 Bonds shall be issued in the aggregate principal amount of $250 million, shall mature on September 1, 2022 and shall be issued only as registered bonds without coupons in denominations of $100,000 and any multiple thereof. The serial numbers of the 2022 Bonds shall be such as may be approved by any officer of the Company, the execution thereof by any such officer either manually or by facsimile signature to be conclusive evidence of such approval. The 2022 Bonds shall bear interest at the rate per annum, until the principal thereof shall have become due and payable, specified in the title thereto, payable semi-annually on March 1 and September 1 in each year. The principal of and the premium, if any, and the interest on said bonds shall be payable in any coin or currency of the United States of America which at the time of payment is legal tender for public and private debts, at the office or agency of the Company in the City of New York, designated for that purpose. The 2022 Bonds shall be exchangeable for other registered bonds of the same series, in the manner and upon the conditions prescribed in the

13

Indenture, upon the surrender of such bonds at the office or agency of the Company in the Borough of Manhattan, The City of New York. However, notwithstanding the provisions of Section 2.05 of the Indenture, no charge shall be made upon any registration of transfer or exchange of bonds of said series other than for any tax or taxes or other governmental charge required to be paid by the Company.

          SECTION 2. There is hereby created one series of bonds (the “2040 Bonds”) designated as hereinabove provided, which shall also bear the descriptive title “First Mortgage Bond”, and the form thereof shall be substantially as hereinbefore set forth. The 2040 Bonds shall be issued in the aggregate principal amount of $50 million, shall mature on September 1, 2040 and shall be issued only as registered bonds without coupons in denominations of $100,000 and any multiple thereof. The serial numbers of the 2040 Bonds shall be such as may be approved by any officer of the Company, the execution thereof by any such officer either manually or by facsimile signature to be conclusive evidence of such approval. The 2040 Bonds shall bear interest at the rate per annum, until the principal thereof shall have become due and payable, specified in the title thereto, payable semi-annually on March 1 and September 1 in each year. The principal of and the premium, if any, and the interest on said bonds shall be payable in any coin or currency of the United States of America which at the time of payment is legal tender for public and private debts, at the office or agency of the Company in the City of New York, designated for that purpose. The 2040 Bonds shall be exchangeable for other registered bonds of the same series, in the manner and upon the conditions prescribed in the Indenture, upon the surrender of such bonds at the office or agency of the Company in the Borough of Manhattan, The City of New York. However, notwithstanding the provisions of Section 2.05 of the Indenture, no charge shall be made upon any registration of transfer or exchange of bonds of said series other than for any tax or taxes or other governmental charge required to be paid by the Company.

          SECTION 3. Any or all of the 2022 Bonds and the 2040 Bonds may be redeemed by the Company at any time and from time to time prior to maturity, at a redemption price equal to 100% of the principal amount of such Bonds being redeemed plus the Applicable Premium (as defined below), if any, thereon at the time of redemption, together with accrued interest, if any, thereon to the redemption date. In no event will the redemption price be less than 100% of the principal amount of the Bonds plus accrued interest, if any, thereon to the redemption date.

          “Applicable Premium” means, with respect to a Bond (or portion thereof) being redeemed at any time, the excess of (A) the present value at such time of the principal amount of such Bond (or portion thereof) being redeemed plus all scheduled interest payments on such Bond (or portion thereof excluding interest accrued to the redemption date) after the redemption date, which present value shall be computed using a discount rate equal to the Treasury Rate (as defined below) plus 50 basis points, over (b) the principal amount of such Bond (or portion thereof) being redeemed at such time. For purposes of this definition, the present values of interest and principal payments will be determined in accordance with generally accepted principles of financial analysis.

          “Treasury Rate” means the yield to maturity at the time of computation of on-the-run United States Treasury securities adjusted to constant maturity under the caption “Treasury

14

constant maturities, Nominal” (as compiled and published in the most recent Federal Reserve Statistical Release H.15(519) (the “Statistical Release”)) which has become publicly available at least two Business Days prior to the redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data) most nearly equal to the then remaining average life to stated maturity of the Bonds; provided, however, that if the average life (rounded to the first decimal point) to stated maturity of the Bonds is not equal to the constant maturity of an on-the-run United States Treasury security for which a weekly average yield (in the Statistical Release columns labeled “Week Ending”) is given, the Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of on-the-run United States Treasury securities for which such yields are given.

          The Treasury Rate will be calculated on the third Business Day preceding the date fixed for redemption.

          If the original redemption date is on or after a record date and on or before the relevant interest payment date, the accrued and unpaid interest, if any, will be paid to the person or entity in whose name the Bond is registered at the close of business on the record date, and no additional interest will be payable to the holders whose 2022 Bonds or 2040 Bonds, as the case may be, shall be subject to redemption.

          If less than all of the 2022 Bonds and 2040 Bonds, as the case may be, are to be redeemed, the Trustee shall select, in such manner as it shall deem appropriate and fair, the particular 2022 Bonds and 2040 Bonds or portions thereof to be redeemed, as the case may be. Notice of redemption shall be given by mail not less than 30 nor more than 60 days prior to the date fixed for redemption to the holders of the Bonds to be redeemed; provided, however, that the failure to duly give such notice by mail, or any defect therein, shall not affect the validity of any proceedings for the redemption of the Bonds as to which there shall have been no such failure or defect. On and after the date fixed for redemption (unless the Company shall default in the payment of the Bonds or portions thereof to be redeemed at the applicable redemption price, together with accrued interest, if any, thereon to such date), interest on the 2022 Bonds and 2040 Bonds or the portions thereof, as the case may be, so called for redemption shall cease to accrue.

          SECTION 4. The Bonds are not redeemable by the operation of the maintenance and replacement provisions of this Indenture or with the proceeds of released property or in any other manner except as set forth in Section 3 hereof.

          SECTION 5. The Company reserves the right, without any consent, vote or other action by the holders of the 2022 Bonds and the 2040 Bonds or of any subsequent series of bonds issued under the Indenture, to make such amendments to the Indenture, as supplemented, as shall be necessary in order to amend Section 17.02 to read as follows:

SECTION 17.02. With the consent of the holders of not less than a majority in principal amount of the bonds at the time outstanding or their attorneys-in-fact duly authorized, or, if fewer than all series are affected, not less than a majority in principal amount of the bonds at the time outstanding of each series the rights of the holders of which are affected, voting together, the Company, when authorized by a resolution, and the

15

Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or modifying the rights and obligations of the Company and the rights of the holders of any of the bonds and coupons; provided, however, that no such supplemental indenture shall (1) extend the maturity of any of the bonds or reduce the rate or extend the time of payment of interest thereon, or reduce the amount of the principal thereof, or reduce any premium payable on the redemption thereof, without the consent of the holder of each bond so affected, or (2) permit the creation of any lien, not otherwise permitted, prior to or on a parity with the lien of this Indenture, without the consent of the holders of all the bonds then outstanding, or (3) reduce the aforesaid percentage of the principal amount of bonds the holders of which are required to approve any such supplemental indenture, without the consent of the holders of all the bonds then outstanding. For the purposes of this Section, bonds shall be deemed to be affected by a supplemental indenture if such supplemental indenture adversely affects or diminishes the rights of holders thereof against the Company or against its property. The Trustee may in its discretion determine whether or not, in accordance with the foregoing, bonds of any particular series would be affected by any supplemental indenture and any such determination shall be conclusive upon the holders of bonds of such series and all other series. Subject to the provisions of Sections 16.02 and 16.03 hereof, the Trustee shall not be liable for any determination made in good faith in connection herewith.

     Upon the written request of the Company, accompanied by a resolution authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of bondholders as aforesaid (the instrument or instruments evidencing such consent to be dated within one year of such request), the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture.

     It shall not be necessary for the consent of the bondholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

     The Company and the Trustee, if they so elect, and either before or after such consent has been obtained, may require the holder of any bond consenting to the execution of any such supplemental indenture to submit his bond to the Trustee or to ask such bank, banker or trust company as may be designated by the Trustee for the purpose, for the notation thereon

16

of the fact that the holder of such bond has consented to the execution of such supplemental indenture, and in such case such notation, in form satisfactory to the Trustee, shall be made upon all bonds so submitted, and such bonds bearing such notation shall forthwith be returned to the persons entitled thereto.

     Prior to the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company shall publish a notice, setting forth in general terms the substance of such supplemental indenture, at least once in one daily newspaper of general circulation in each city in which the principal of any of the bonds shall be payable, or, if all bonds outstanding shall be registered bonds without coupons or coupon bonds registered as to principal, such notice shall be sufficiently given if mailed, first class, postage prepaid, and registered if the Company so elects, to each registered holder of bonds at the last address of such holder appearing on the registry books, such publication or mailing, as the case may be, to be made not less than thirty days prior to such execution. Any failure of the Company to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

          SECTION 6. As supplemented and amended as above set forth, the Indenture is in all respects ratified and confirmed, and the Indenture and all indentures supplemental thereto shall be read, taken and construed as one and the same instrument.

          SECTION 7. The Trustee assumes no responsibility for or in respect of the validity or sufficiency of this Supplemental Indenture or of the Indenture as hereby supplemented or the due execution hereof by the Company or for or in respect of the recitals and statements contained herein (other than those contained in the tenth and eleventh recitals hereof), all of which recitals and statements are made solely by the Company.

          SECTION 8. This Supplemental Indenture may be simultaneously executed in several counterparts and all such counterparts executed and delivered, each as an original, shall constitute but one and the same instrument.

          SECTION 9. In the event the date of any notice required or permitted hereunder shall not be a Business Day, then (notwithstanding any other provision of the Indenture or of any supplemental indenture thereto) such notice need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on the date fixed for such notice. “Business Day” means, with respect to this Section 9, any day, other than a Saturday or Sunday, on which banks generally are open in New York, New York for the conduct of substantially all of their commercial lending activities and on which interbank wire transfers can be made on the Fedwire system.

          SECTION 10. This Supplemental Indenture and the 2022 Bonds and the 2040 Bonds shall be governed by and deemed to be a contract under, and construed in accordance

17

with, the laws of the State of Michigan, and for all purposes shall be construed in accordance with the laws of such state, except as may otherwise be required by mandatory provisions of law.

          SECTION 11. Detailed Description of Property Mortgaged:

I.

ELECTRIC GENERATING PLANTS AND DAMS

          All the electric generating plants and stations of the Company, constructed or otherwise acquired by it and not heretofore described in the Indenture or any supplement thereto and not heretofore released from the lien of the Indenture, including all powerhouses, buildings, reservoirs, dams, pipelines, flumes, structures and works and the land on which the same are situated and all water rights and all other lands and easements, rights of way, permits, privileges, towers, poles, wires, machinery, equipment, appliances, appurtenances and supplies and all other property, real or personal, forming a part of or appertaining to or used, occupied or enjoyed in connection with such plants and stations or any of them, or adjacent thereto.

II.

ELECTRIC TRANSMISSION LINES

          All the electric transmission lines of the Company, constructed or otherwise acquired by it and not heretofore described in the Indenture or any supplement thereto and not heretofore released from the lien of the Indenture, including towers, poles, pole lines, wires, switches, switch racks, switchboards, insulators and other appliances and equipment, and all other property, real or personal, forming a part of or appertaining to or used, occupied or enjoyed in connection with such transmission lines or any of them or adjacent thereto; together with all real property, rights of way, easements, permits, privileges, franchises and rights for or relating to the construction, maintenance or operation thereof, through, over, under or upon any private property or any public streets or highways, within as well as without the corporate limits of any municipal corporation. Also all the real property, rights of way, easements, permits, privileges and rights for or relating to the construction, maintenance or operation of certain transmission lines, the land and rights for which are owned by the Company, which are either not built or now being constructed.

III.

ELECTRIC DISTRIBUTION SYSTEMS

          All the electric distribution systems of the Company, constructed or otherwise acquired by it and not heretofore described in the Indenture or any supplement thereto and not heretofore released from the lien of the Indenture, including substations, transformers, switchboards, towers, poles, wires, insulators, subways, trenches, conduits, manholes, cables, meters and other appliances and equipment, and all other property, real or personal, forming a part of or appertaining to or used, occupied or enjoyed in connection with such distribution systems or any of them or adjacent thereto; together with all real property, rights of way,

18

easements, permits, privileges, franchises, grants and rights, for or relating to the construction, maintenance or operation thereof, through, over, under or upon any private property or any public streets or highways within as well as without the corporate limits of any municipal corporation.

IV.

ELECTRIC SUBSTATIONS, SWITCHING STATIONS AND SITES

          All the substations, switching stations and sites of the Company, constructed or otherwise acquired by it and not heretofore described in the Indenture or any supplement thereto and not heretofore released from the lien of the Indenture, for transforming, regulating, converting or distributing or otherwise controlling electric current at any of its plants and elsewhere, together with all buildings, transformers, wires, insulators and other appliances and equipment, and all other property, real or personal, forming a part of or appertaining to or used, occupied or enjoyed in connection with any of such substations and switching stations, or adjacent thereto, with sites to be used for such purposes.

V.

GAS COMPRESSOR STATIONS, GAS PROCESSING PLANTS,
DESULPHURIZATION STATIONS, METERING STATIONS,
ODORIZING STATIONS, REGULATORS AND SITES

          All the compressor stations, processing plants, desulphurization stations, metering stations, odorizing stations, regulators and sites of the Company, constructed or otherwise acquired by it and not heretofore described in the Indenture or any supplement thereto and not heretofore released from the lien of the Indenture, for compressing, processing, desulphurizing, metering, odorizing and regulating manufactured or natural gas at any of its plants and elsewhere, together with all buildings, meters and other appliances and equipment, and all other property, real or personal, forming a part of or appertaining to or used, occupied or enjoyed in connection with any of such purposes, with sites to be used for such purposes.

VI.

GAS STORAGE FIELDS

          The natural gas rights and interests of the Company, including wells and well lines (but not including natural gas, oil and minerals), the gas gathering system, the underground gas storage rights, the underground gas storage wells and injection and withdrawal system used in connection therewith, constructed or otherwise acquired by it and not heretofore described in the Indenture or any supplement thereto and not heretofore released from the lien of the Indenture: In the Overisel Gas Storage Field, located in the Township of Overisel, Allegan County, and in the Township of Zeeland, Ottawa County, Michigan; in the Northville Gas Storage Field located in the Township of Salem, Washtenaw County, Township of Lyon, Oakland County, and the Townships of Northville and Plymouth and City of Plymouth, Wayne County, Michigan; in the Salem Gas Storage Field, located in the Township of Salem, Allegan

19

County, and in the Township of Jamestown, Ottawa County, Michigan; in the Ray Gas Storage Field, located in the Townships of Ray and Armada, Macomb County, Michigan; in the Lenox Gas Storage Field, located in the Townships of Lenox and Chesterfield, Macomb County, Michigan; in the Ira Gas Storage Field, located in the Township of Ira, St. Clair County, Michigan; in the Puttygut Gas Storage Field, located in the Township of Casco, St. Clair County, Michigan; in the Four Corners Gas Storage Field, located in the Townships of Casco, China, Cottrellville and Ira, St. Clair County, Michigan; in the Swan Creek Gas Storage Field, located in the Townships of Casco and Ira, St. Clair County, Michigan; and in the Hessen Gas Storage Field, located in the Townships of Casco and Columbus, St. Clair County, Michigan.

VII.

GAS TRANSMISSION LINES

          All the gas transmission lines of the Company, constructed or otherwise acquired by it and not heretofore described in the Indenture or any supplement thereto and not heretofore released from the lien of the Indenture, including gas mains, pipes, pipelines, gates, valves, meters and other appliances and equipment, and all other property, real or personal, forming a part of or appertaining to or used, occupied or enjoyed in connection with such transmission lines or any of them or adjacent thereto; together with all real property, right of way, easements, permits, privileges, franchises and rights for or relating to the construction, maintenance or operation thereof, through, over, under or upon any private property or any public streets or highways, within as well as without the corporate limits of any municipal corporation.

VIII.

GAS DISTRIBUTION SYSTEMS

          All the gas distribution systems of the Company, constructed or otherwise acquired by it and not heretofore described in the Indenture or any supplement thereto and not heretofore released from the lien of the Indenture, including tunnels, conduits, gas mains and pipes, service pipes, fittings, gates, valves, connections, meters and other appliances and equipment, and all other property, real or personal, forming a part of or appertaining to or used, occupied or enjoyed in connection with such distribution systems or any of them or adjacent thereto; together with all real property, rights of way, easements, permits, privileges, franchises, grants and rights, for or relating to the construction, maintenance or operation thereof, through, over, under or upon any private property or any public streets or highways within as well as without the corporate limits of any municipal corporation.

IX.

OFFICE BUILDINGS, SERVICE BUILDINGS, GARAGES, ETC.

          All office, garage, service and other buildings of the Company, wherever located, in the State of Michigan, constructed or otherwise acquired by it and not heretofore described in the Indenture or any supplement thereto and not heretofore released from the lien of the

20

Indenture, together with the land on which the same are situated and all easements, rights of way and appurtenances to said lands, together with all furniture and fixtures located in said buildings.

X.

TELEPHONE PROPERTIES AND RADIO COMMUNICATION EQUIPMENT

          All telephone lines, switchboards, systems and equipment of the Company, constructed or otherwise acquired by it and not heretofore described in the Indenture or any supplement thereto and not heretofore released from the lien of the Indenture, used or available for use in the operation of its properties, and all other property, real or personal, forming a part of or appertaining to or used, occupied or enjoyed in connection with such telephone properties or any of them or adjacent thereto; together with all real estate, rights of way, easements, permits, privileges, franchises, property, devices or rights related to the dispatch, transmission, reception or reproduction of messages, communications, intelligence, signals, light, vision or sound by electricity, wire or otherwise, including all telephone equipment installed in buildings used as general and regional offices, substations and generating stations and all telephone lines erected on towers and poles; and all radio communication equipment of the Company, together with all property, real or personal (except any in the Indenture expressly excepted), fixed stations, towers, auxiliary radio buildings and equipment, and all appurtenances used in connection therewith, wherever located, in the State of Michigan.

XI.

OTHER REAL PROPERTY

          All other real property of the Company and all interests therein, of every nature and description (except any in the Indenture expressly excepted) wherever located, in the State of Michigan, acquired by it and not heretofore described in the Indenture or any supplement thereto and not heretofore released from the lien of the Indenture. Such real property includes but is not limited to the following described property, such property is subject to any interests that were excepted or reserved in the conveyance to the Company:

ALCONA COUNTY

          Certain land in Caledonia Township, Alcona County, Michigan described as:

     The East 330 feet of the South 660 feet of the SW 1/4 of the SW 1/4 of Section 8, T28N, R8E, except the West 264 feet of the South 330 feet thereof; said land being more particularly described as follows: To find the place of beginning of this description, commence at the Southwest corner of said section, run thence East along the South line of said section 1243 feet to the place of beginning of this description, thence continuing East along said South line of said section 66 feet to the West 1/8 line of said section, thence N 02 degrees 09’ 30” E along the said West 1/8 line of said section 660 feet, thence West 330 feet, thence S 02 degrees 09’ 30” W, 330 feet, thence East 264 feet, thence S 02 degrees 09’ 30” W, 330 feet to the place of beginning.

21

ALLEGAN COUNTY

          Certain land in Lee Township, Allegan County, Michigan described as:

          The NE 1/4 of the NW 1/4 of Section 16, T1N, R15W.

ALPENA COUNTY

          Certain land in Wilson and Green Townships, Alpena County, Michigan described as:

     All that part of the S’ly 1/2 of the former Boyne City-Gaylord and Alpena Railroad right of way, being the Southerly 50 feet of a 100 foot strip of land formerly occupied by said Railroad, running from the East line of Section 31, T31N, R7E, Southwesterly across said Section 31 and Sections 5 and 6 of T30N, R7E and Sections 10, 11 and the E 1/2 of Section 9, except the West 1646 feet thereof, all in T30N, R6E.

ANTRIM COUNTY

          Certain land in Mancelona Township, Antrim County, Michigan described as:

     The S 1/2 of the NE 1/4 of Section 33, T29N, R6W, excepting therefrom all mineral, coal, oil and gas and such other rights as were reserved unto the State of Michigan in that certain deed running from the State of Michigan to August W. Schack and Emma H. Schack, his wife, dated April 15, 1946 and recorded May 20, 1946 in Liber 97 of Deeds on page 682 of Antrim County Records.

ARENAC COUNTY

          Certain land in Standish Township, Arenac County, Michigan described as:

     A parcel of land in the SW 1/4 of the NW 1/4 of Section 12, T18N, R4E, described as follows: To find the place of beginning of said parcel of land, commence at the Northwest corner of Section 12, T18N, R4E; run thence South along the West line of said section, said West line of said section being also the center line of East City Limits Road 2642.15 feet to the W 1/4 post of said section and the place of beginning of said parcel of land; running thence N 88 degrees 26’ 00” E along the East and West 1/4 line of said section, 660.0 feet; thence North parallel with the West line of said section, 310.0 feet; thence S 88 degrees 26’ 00” W, 330.0 feet; thence South parallel with the West line of said section, 260.0 feet; thence S 88 degrees 26’ 00” W, 330.0 feet to the West line of said section and the center line of East City Limits Road; thence South along the said West line of said section, 50.0 feet to the place of beginning.

BARRY COUNTY

          Certain land in Johnstown Township, Barry County, Michigan described as:

22

     A strip of land 311 feet in width across the SW 1/4 of the NE 1/4 of Section 31, T1N, R8W, described as follows: To find the place of beginning of this description, commence at the E ¹/4 post of said section; run thence N 00 degrees 55’ 00” E along the East line of said section, 555.84 feet; thence N 59 degrees 36’ 20” W, 1375.64 feet; thence N 88 degrees 30’ 00” W, 130 feet to a point on the East 1/8 line of said section and the place of beginning of this description; thence continuing N 88 degrees 30’ 00” W, 1327.46 feet to the North and South 1/4 line of said section; thence S 00 degrees 39’35” W along said North and South 1/4 line of said section, 311.03 feet to a point, which said point is 952.72 feet distant N’ly from the East and West 1/4 line of said section as measured along said North and South 1/4 line of said section; thence S 88 degrees 30’ 00” E, 1326.76 feet to the East 1/8 line of said section; thence N 00 degrees 47’ 20” E along said East 1/8 line of said section, 311.02 feet to the place of beginning.

BAY COUNTY

          Certain land in Frankenlust Township, Bay County, Michigan described as:

     The South 250 feet of the N 1/2 of the W 1/2 of the W 1/2 of the SE 1/4 of Section 9, T13N, R4E.

BENZIE COUNTY

          Certain land in Benzonia Township, Benzie County, Michigan described as:

     A parcel of land in the Northeast 1/4 of Section 7, Township 26 North, Range 14 West, described as beginning at a point on the East line of said Section 7, said point being 320 feet North measured along the East line of said section from the East 1/4 post; running thence West 165 feet; thence North parallel with the East line of said section 165 feet; thence East 165 feet to the East line of said section; thence South 165 feet to the place of beginning.

BRANCH COUNTY

          Certain land in Girard Township, Branch County, Michigan described as:

     A parcel of land in the NE 1/4 of Section 23 T5S, R6W, described as beginning at a point on the North and South quarter line of said section at a point 1278.27 feet distant South of the North quarter post of said section, said distance being measured along the North and South quarter line of said section, running thence S89 degrees21’E 250 feet, thence North along a line parallel with the said North and South quarter line of said section 200 feet, thence N89 degrees 21’W 250 feet to the North and South quarter line of said section, thence South along said North and South quarter line of said section 200 feet to the place of beginning.

23

CALHOUN COUNTY

          Certain land in Convis Township, Calhoun County, Michigan described as:

     A parcel of land in the SE 1/4 of the SE 1/4 of Section 32, T1S, R6W, described as follows: To find the place of beginning of this description, commence at the Southeast corner of said section; run thence North along the East line of said section 1034.32 feet to the place of beginning of this description; running thence N 89 degrees 39’ 52” W, 333.0 feet; thence North 290.0 feet to the South 1/8 line of said section; thence S 89 degrees 39’ 52” E along said South 1/8 line of said section 333.0 feet to the East line of said section; thence South along said East line of said section 290.0 feet to the place of beginning. (Bearings are based on the East line of Section 32, T1S, R6W, from the Southeast corner of said section to the Northeast corner of said section assumed as North.)

CASS COUNTY

          Certain easement rights located across land in Marcellus Township, Cass County, Michigan described as:

     The East 6 rods of the SW 1/4 of the SE 1/4 of Section 4, T5S, R13W.

CHARLEVOIX COUNTY

          Certain land in South Arm Township, Charlevoix County, Michigan described as:

     A parcel of land in the SW 1/4 of Section 29, T32N, R7W, described as follows: Beginning at the Southwest corner of said section and running thence North along the West line of said section 788.25 feet to a point which is 528 feet distant South of the South 1/8 line of said section as measured along the said West line of said section; thence N 89 degrees 30’ 19” E, parallel with said South 1/8 line of said section 442.1 feet; thence South 788.15 feet to the South line of said section; thence S 89 degrees 29’ 30” W, along said South line of said section 442.1 feet to the place of beginning.

CHEBOYGAN COUNTY

          Certain land in Inverness Township, Cheboygan County, Michigan described as:

     A parcel of land in the SW frl 1/4 of Section 31, T37N, R2W, described as beginning at the Northwest corner of the SW frl 1/4, running thence East on the East and West quarter line of said Section, 40 rods, thence South parallel to the West line of said Section 40 rods, thence West 40 rods to the West line of said Section, thence North 40 rods to the place of beginning.

CLARE COUNTY

          Certain land in Frost Township, Clare County, Michigan described as:

24

     The East 150 feet of the North 225 feet of the NW 1/4 of the NW 1/4 of Section 15, T20N, R4W.

CLINTON COUNTY

          Certain land in Watertown Township, Clinton County, Michigan described as:

     The NE 1/4 of the NE 1/4 of the SE 1/4 of Section 22, and the North 165 feet of the NW 1/4 of the NE 1/4 of the SE 1/4 of Section 22, T5N, R3W.

CRAWFORD COUNTY

          Certain land in Lovells Township, Crawford County, Michigan described as:

     A parcel of land in Section 1, T28N, R1W, described as: Commencing at NW corner said section; thence South 89 degrees53’30” East along North section line 105.78 feet to point of beginning; thence South 89 degrees53’30” East along North section line 649.64 feet; thence South 55 degrees 42’30” East 340.24 feet; thence South 55 degrees 44’ 37” East 5,061.81 feet to the East section line; thence South 00 degrees 00’ 08” West along East section line 441.59 feet; thence North 55 degrees 44’ 37” West 5,310.48 feet; thence North 55 degrees 42’30” West 877.76 feet to point of beginning.

EATON COUNTY

          Certain land in Eaton Township, Eaton County, Michigan described as:

     A parcel of land in the SW 1/4 of Section 6, T2N, R4W, described as follows: To find the place of beginning of this description commence at the Southwest corner of said section; run thence N 89 degrees 51’ 30” E along the South line of said section 400 feet to the place of beginning of this description; thence continuing N 89 degrees 51’ 30” E, 500 feet; thence N 00 degrees 50’ 00” W, 600 feet; thence S 89 degrees 51’ 30” W parallel with the South line of said section 500 feet; thence S 00 degrees 50’ 00” E, 600 feet to the place of beginning.

EMMET COUNTY

          Certain land in Wawatam Township, Emmet County, Michigan described as:

     The West 1/2 of the Northeast 1/4 of the Northeast 1/4 of Section 23, T39N, R4W.

GENESEE COUNTY

          Certain land in Argentine Township, Genesee County, Michigan described as:

25

     A parcel of land of part of the SW 1/4 of Section 8, T5N, R5E, being more particularly described as follows:

     Beginning at a point of the West line of Duffield Road, 100 feet wide, (as now established) distant 829.46 feet measured N01 degrees42’56”W and 50 feet measured S88 degrees14’04”W` from the South quarter corner, Section 8, T5N, R5E; thence S88 degrees14’04”W a distance of 550 feet; thence N01 degrees42’56”W a distance of 500 feet to a point on the North line of the South half of the Southwest quarter of said Section 8; thence N88 degrees14’04”E along the North line of South half of the Southwest quarter of said Section 8 a distance 550 feet to a point on the West line of Duffield Road, 100 feet wide (as now established); thence S 01 degrees 42’56”E along the West line of said Duffield Road a distance of 500 feet to the point of beginning.

GLADWIN COUNTY

          Certain land in Secord Township, Gladwin County, Michigan described as:

     The East 400 feet of the South 450 feet of Section 2, T19N, R1E.

GRAND TRAVERSE COUNTY

          Certain land in Mayfield Township, Grand Traverse County, Michigan described as:

     A parcel of land in the Northwest 1/4 of Section 3, T25N, R11W, described as follows: Commencing at the Northwest corner of said section, running thence S 89 degrees19’15” E along the North line of said section and the center line of Clouss Road 225 feet, thence South 400 feet, thence N 89 degrees19’15” W 225 feet to the West line of said section and the center line of Hannah Road, thence North along the West line of said section and the center line of Hannah Road 400 feet to the place of beginning for this description.

GRATIOT COUNTY

          Certain land in Fulton Township, Gratiot County, Michigan described as:

     A parcel of land in the NE 1/4 of Section 7, Township 9 North, Range 3 West, described as beginning at a point on the North line of George Street in the Village of Middleton, which is 542 feet East of the North and South one-quarter (1/4) line of said Section 7; thence North 100 feet; thence East 100 feet; thence South 100 feet to the North line of George Street; thence West along the North line of George Street 100 feet to place of beginning.

HILLSDALE COUNTY

          Certain land in Litchfield Village, Hillsdale County, Michigan described as:

26

     Lot 238 of Assessors Plat of the Village of Litchfield.

HURON COUNTY

          Certain easement rights located across land in Sebewaing Township, Huron County, Michigan described as:

     The North 1/2 of the Northwest 1/4 of Section 15, T15N, R9E.

INGHAM COUNTY

          Certain land in Vevay Township, Ingham County, Michigan described as:

     A parcel of land 660 feet wide in the Southwest 1/4 of Section 7 lying South of the centerline of Sitts Road as extended to the North-South 1/4 line of said Section 7, T2N, R1W, more particularly described as follows: Commence at the Southwest corner of said Section 7, thence North along the West line of said Section 2502.71 feet to the centerline of Sitts Road; thence South 89 degrees54’45” East along said centerline 2282.38 feet to the place of beginning of this description; thence continuing South 89 degrees54’45” East along said centerline and said centerline extended 660.00 feet to the North-South 1/4 line of said section; thence South 00 degrees07’20” West 1461.71 feet; thence North 89 degrees34’58” West 660.00 feet; thence North 00 degrees07’20” East 1457.91 feet to the centerline of Sitts Road and the place of beginning.

IONIA COUNTY

          Certain land in Sebewa Township, Ionia County, Michigan described as:

     A strip of land 280 feet wide across that part of the SW 1/4 of the NE 1/4 of Section 15, T5N, R6W, described as follows:

     To find the place of beginning of this description commence at the E 1/4 corner of said section; run thence N 00 degrees 05’ 38” W along the East line of said section, 1218.43 feet; thence S 67 degrees 18’ 24” W, 1424.45 feet to the East 1/8 line of said section and the place of beginning of this description; thence continuing S 67 degrees 18’ 24” W, 1426.28 feet to the North and South 1/4 line of said section at a point which said point is 105.82 feet distant N’ly of the center of said section as measured along said North and South 1/4 line of said section; thence N 00 degrees 04’ 47” E along said North and South 1/4 line of said section, 303.67 feet; thence N 67 degrees 18’ 24” E, 1425.78 feet to the East 1/8 line of said section; thence S 00 degrees 00’ 26” E along said East 1/8 line of said section, 303.48 feet to the place of beginning. (Bearings are based on the East line of Section 15, T5N, R6W, from the E 1/4 corner of said section to the Northeast corner of said section assumed as N 00 degrees 05’ 38” W.)

27

IOSCO COUNTY

          Certain land in Alabaster Township, Iosco County, Michigan described as:

     A parcel of land in the NW 1/4 of Section 34, T21N, R7E, described as follows: To find the place of beginning of this description commence at the N 1/4 post of said section; run thence South along the North and South 1/4 line of said section, 1354.40 feet to the place of beginning of this description; thence continuing South along the said North and South 1/4 line of said section, 165.00 feet to a point on the said North and South 1/4 line of said section which said point is 1089.00 feet distant North of the center of said section; thence West 440.00 feet; thence North 165.00 feet; thence East 440.00 feet to the said North and South 1/4 line of said section and the place of beginning.

ISABELLA COUNTY

          Certain land in Chippewa Township, Isabella County, Michigan described as:

     The North 8 rods of the NE 1/4 of the SE 1/4 of Section 29, T14N, R3W.

JACKSON COUNTY

          Certain land in Waterloo Township, Jackson County, Michigan described as:

     A parcel of land in the North fractional part of the N fractional 1/2 of Section 2, T1S, R2E, described as follows: To find the place of beginning of this description commence at the E 1/4 post of said section; run thence N 01 degrees 03’ 40” E along the East line of said section 1335.45 feet to the North 1/8 line of said section and the place of beginning of this description; thence N 89 degrees 32’ 00” W, 2677.7 feet to the North and South 1/4 line of said section; thence S 00 degrees 59’ 25” W along the North and South 1/4 line of said section 22.38 feet to the North 1/8 line of said section; thence S 89 degrees 59’ 10” W along the North 1/8 line of said section 2339.4 feet to the center line of State Trunkline Highway M-52; thence N 53 degrees 46’ 00” W along the center line of said State Trunkline Highway 414.22 feet to the West line of said section; thence N 00 degrees 55’ 10” E along the West line of said section 74.35 feet; thence S 89 degrees 32’ 00” E, 5356.02 feet to the East line of said section; thence S 01 degrees 03’ 40” W along the East line of said section 250 feet to the place of beginning.

KALAMAZOO COUNTY

          Certain land in Alamo Township, Kalamazoo County, Michigan described as:

     The South 350 feet of the NW 1/4 of the NW 1/4 of Section 16, T1S, R12W, being more particularly described as follows: To find the place of beginning of this description, commence at the Northwest corner of said section; run thence S 00 degrees 36’ 55” W along the West line of said section 971.02 feet to the place of beginning of this description; thence continuing S 00 degrees 36’ 55” W along said West line of said section 350.18 feet to the North 1/8 line of

28

said section; thence S 87 degrees 33’ 40” E along the said North 1/8 line of said section 1325.1 feet to the West 1/8 line of said section; thence N 00 degrees 38’ 25” E along the said West 1/8 line of said section 350.17 feet; thence N 87 degrees 33’ 40” W, 1325.25 feet to the place of beginning.

KALKASKA COUNTY

          Certain land in Kalkaska Township, Kalkaska County, Michigan described as:

     The NW 1/4 of the SW 1/4 of Section 4, T27N, R7W, excepting therefrom all mineral, coal, oil and gas and such other rights as were reserved unto the State of Michigan in that certain deed running from the Department of Conservation for the State of Michigan to George Welker and Mary Welker, his wife, dated October 9, 1934 and recorded December 28, 1934 in Liber 39 on page 291 of Kalkaska County Records, and subject to easement for pipeline purposes as granted to Michigan Consolidated Gas Company by first party herein on April 4, 1963 and recorded June 21, 1963 in Liber 91 on page 631 of Kalkaska County Records.

KENT COUNTY

          Certain land in Caledonia Township, Kent County, Michigan described as:

     A parcel of land in the Northwest fractional 1/4 of Section 15, T5N, R10W, described as follows: To find the place of beginning of this description commence at the North 1/4 corner of said section, run thence S 0 degrees 59’ 26” E along the North and South 1/4 line of said section 2046.25 feet to the place of beginning of this description, thence continuing S 0 degrees 59’ 26” E along said North and South 1/4 line of said section 332.88 feet, thence S 88 degrees 58’ 30” W 2510.90 feet to a point herein designated “Point A” on the East bank of the Thornapple River, thence continuing S 88 degrees 53’ 30” W to the center thread of the Thornapple River, thence NW’ly along the center thread of said Thornapple River to a point which said point is S 88 degrees 58’ 30” W of a point on the East bank of the Thornapple River herein designated “Point B”, said “Point B” being N 23 degrees 41’ 35” W 360.75 feet from said above-described “Point A”, thence N 88 degrees 58’ 30” E to said “Point B”, thence continuing N 88 degrees 58’ 30” E 2650.13 feet to the place of beginning. (Bearings are based on the East line of Section 15, T5N, R10W between the East 1/4 corner of said section and the Northeast corner of said section assumed as N 0 degrees 59’ 55” W.)

LAKE COUNTY

          Certain land in Pinora and Cherry Valley Townships, Lake County, Michigan described as:

     A strip of land 50 feet wide East and West along and adjoining the West line of highway on the East side of the North 1/2 of Section 13 T18N, R12W. Also a strip of land 100 feet wide East and West along and adjoining the East line

29

of the highway on the West side of following described land: The South 1/2 of NW 1/4, and the South 1/2 of the NW 1/4 of the SW 1/4, all in Section 6, T18N, R11W.

LAPEER COUNTY

          Certain land in Hadley Township, Lapeer County, Michigan described as:

     The South 825 feet of the W 1/2 of the SW 1/4 of Section 24, T6N, R9E, except the West 1064 feet thereof.

LEELANAU COUNTY

          Certain land in Cleveland Township, Leelanau County, Michigan described as:

     The North 200 feet of the West 180 feet of the SW 1/4 of the SE 1/4 of Section 35, T29N, R13W.

LENAWEE COUNTY

          Certain land in Madison Township, Lenawee County, Michigan described as:

     A strip of land 165 feet wide off the West side of the following described premises: The E 1/2 of the SE 1/4 of Section 12. The E 1/2 of the NE 1/4 and the NE 1/4 of the SE 1/4 of Section 13, being all in T7S, R3E, excepting therefrom a parcel of land in the E 1/2 of the SE 1/4 of Section 12, T7S, R3E, beginning at the Northwest corner of said E 1/2 of the SE 1/4 of Section 12, running thence East 4 rods, thence South 6 rods, thence West 4 rods, thence North 6 rods to the place of beginning.

LIVINGSTON COUNTY

          Certain land in Cohoctah Township, Livingston County, Michigan described as:

     Parcel 1

     The East 390 feet of the East 50 rods of the SW 1/4 of Section 30, T4N, R4E.

     Parcel 2

     A parcel of land in the NW 1/4 of Section 31, T4N, R4E, described as follows: To find the place of beginning of this description commence at the N 1/4 post of said section; run thence N 89 degrees 13’ 06” W along the North line of said section, 330 feet to the place of beginning of this description; running thence S 00 degrees 52’ 49” W, 2167.87 feet; thence N 88 degrees 59’ 49” W, 60 feet; thence N 00 degrees 52’ 49” E, 2167.66 feet to the North line of said section;

30

thence S 89 degrees 13’ 06” E along said North line of said section, 60 feet to the place of beginning.

MACOMB COUNTY

          Certain land in Macomb Township, Macomb County, Michigan described as:

     A parcel of land commencing on the West line of the E 1/2 of the NW 1/4 of fractional Section 6, 20 chains South of the NW corner of said E 1/2 of the NW 1/4 of Section 6; thence South on said West line and the East line of A. Henry Kotner’s Hayes Road Subdivision #15, according to the recorded plat thereof, as recorded in Liber 24 of Plats, on page 7, 24.36 chains to the East and West 1/4 line of said Section 6; thence East on said East and West 1/4 line 8.93 chains; thence North parallel with the said West line of the E 1/2 of the NW 1/4 of Section 6, 24.36 chains; thence West 8.93 chains to the place of beginning, all in T3N, R13E.

MANISTEE COUNTY

          Certain land in Manistee Township, Manistee County, Michigan described as:

     A parcel of land in the SW 1/4 of Section 20, T22N, R16W, described as follows: To find the place of beginning of this description, commence at the Southwest corner of said section; run thence East along the South line of said section 832.2 feet to the place of beginning of this description; thence continuing East along said South line of said section 132 feet; thence North 198 feet; thence West 132 feet; thence South 198 feet to the place of beginning, excepting therefrom the South 2 rods thereof which was conveyed to Manistee Township for highway purposes by a Quitclaim Deed dated June 13, 1919 and recorded July 11, 1919 in Liber 88 of Deeds on page 638 of Manistee County Records.

MASON COUNTY

          Certain land in Riverton Township, Mason County, Michigan described as:

     Parcel 1

     The South 10 acres of the West 20 acres of the S 1/2 of the NE 1/4 of Section 22, T17N, R17W.

     Parcel 2

     A parcel of land containing 4 acres of the West side of highway, said parcel of land being described as commencing 16 rods South of the Northwest corner of the NW 1/4 of the SW ¹/4 of Section 22, T17N, R17W, running thence South 64 rods, thence NE’ly and N’ly and NW’ly along the W’ly line of said highway to the place of beginning, together with any and all right, title, and interest of Howard C. Wicklund and Katherine E. Wicklund in and to that portion

31

of the hereinbefore mentioned highway lying adjacent to the E’ly line of said above described land.

MECOSTA COUNTY

          Certain land in Wheatland Township, Mecosta County, Michigan described as:

     A parcel of land in the SW 1/4 of the SW 1/4 of Section 16, T14N, R7W, described as beginning at the Southwest corner of said section; thence East along the South line of Section 133 feet; thence North parallel to the West section line 133 feet; thence West 133 feet to the West line of said Section; thence South 133 feet to the place of beginning.

MIDLAND COUNTY

          Certain land in Ingersoll Township, Midland County, Michigan described as:

     The West 200 feet of the W 1/2 of the NE 1/4 of Section 4, T13N, R2E.

MISSAUKEE COUNTY

          Certain land in Norwich Township, Missaukee County, Michigan described as:

     A parcel of land in the NW 1/4 of the NW 1/4 of Section 16, T24N, R6W, described as follows: Commencing at the Northwest corner of said section, running thence N 89 degrees 01’ 45” E along the North line of said section 233.00 feet; thence South 233.00 feet; thence S 89 degrees 01’ 45” W, 233.00 feet to the West line of said section; thence North along said West line of said section 233.00 feet to the place of beginning. (Bearings are based on the West line of Section 16, T24N, R6W, between the Southwest and Northwest corners of said section assumed as North.)

MONROE COUNTY

          Certain land in Whiteford Township, Monroe County, Michigan described as:

     A parcel of land in the SW1/4 of Section 20, T8S, R6E, described as follows: To find the place of beginning of this description commence at the S 1/4 post of said section; run thence West along the South line of said section 1269.89 feet to the place of beginning of this description; thence continuing West along said South line of said section 100 feet; thence N 00 degrees 50’ 35” E, 250 feet; thence East 100 feet; thence S 00 degrees 50’ 35” W parallel with and 16.5 feet distant W’ly of as measured perpendicular to the West 1/8 line of said section, as occupied, a distance of 250 feet to the place of beginning.

MONTCALM COUNTY

          Certain land in Crystal Township, Montcalm County, Michigan described as:

32

     The N 1/2 of the S 1/2 of the SE 1/4 of Section 35, T10N, R5W.

MONTMORENCY COUNTY

          Certain land in the Village of Hillman, Montmorency County, Michigan described as:

     Lot 14 of Hillman Industrial Park, being a subdivision in the South 1/2 of the Northwest 1/4 of Section 24, T31N, R4E, according to the plat thereof recorded in Liber 4 of Plats on Pages 32-34, Montmorency County Records.

MUSKEGON COUNTY

          Certain land in Casnovia Township, Muskegon County, Michigan described as:

     The West 433 feet of the North 180 feet of the South 425 feet of the SW 1/4 of Section 3, T10N, R13W.

NEWAYGO COUNTY

          Certain land in Ashland Township, Newaygo County, Michigan described as:

     The West 250 feet of the NE 1/4 of Section 23, T11N, R13W.

OAKLAND COUNTY

          Certain land in Wixcom City, Oakland County, Michigan described as:

     The E 75 feet of the N 160 feet of the N 330 feet of the W 526.84 feet of the NW 1/4 of the NW 1/4 of Section 8, T1N, R8E, more particularly described as follows: Commence at the NW corner of said Section 8, thence N 87 degrees 14’ 29” E along the North line of said Section 8 a distance of 451.84 feet to the place of beginning for this description; thence continuing N 87 degrees 14’ 29” E along said North section line a distance of 75.0 feet to the East line of the West 526.84 feet of the NW 1/4 of the NW 1/4 of said Section 8; thence S 02 degrees 37’ 09” E along said East line a distance of 160.0 feet; thence S 87 degrees 14’ 29” W a distance of 75.0 feet; thence N 02 degrees 37’ 09” W a distance of 160.0 feet to the place of beginning.

OCEANA COUNTY

          Certain land in Crystal Township, Oceana County, Michigan described as:

     The East 290 feet of the SE 1/4 of the NW 1/4 and the East 290 feet of the NE 1/4 of the SW 1/4, all in Section 20, T16N, R16W.

OGEMAW COUNTY

          Certain land in West Branch Township, Ogemaw County, Michigan described as:

33

     The South 660 feet of the East 660 feet of the NE 1/4 of the NE 1/4 of Section 33, T22N, R2E.

OSCEOLA COUNTY

          Certain land in Hersey Township, Osceola County, Michigan described as:

     A parcel of land in the North 1/2 of the Northeast 1/4 of Section 13, T17N, R9W, described as commencing at the Northeast corner of said Section; thence West along the North Section line 999 feet to the point of beginning of this description; thence S 01 degrees 54’ 20” E 1327.12 feet to the North 1/8 line; thence S 89 degrees 17’ 05” W along the North 1/8 line 330.89 feet; thence N 01 degrees 54’ 20” W 1331.26 feet to the North Section line; thence East along the North Section line 331 feet to the point of beginning.

OSCODA COUNTY

          Certain land in Comins Township, Oscoda County, Michigan described as:

     The East 400 feet of the South 580 feet of the W 1/2 of the SW 1/4 of Section 15, T27N, R3E.

OTSEGO COUNTY

          Certain land in Corwith Township, Otsego County, Michigan described as:

     Part of the NW 1/4 of the NE 1/4 of Section 28, T32N, R3W, described as: Beginning at the N 1/4 corner of said section; running thence S 89 degrees 04’ 06” E along the North line of said section, 330.00 feet; thence S 00 degrees 28’ 43” E, 400.00 feet; thence N 89 degrees 04’ 06” W, 330.00 feet to the North and South 1/4 line of said section; thence N 00 degrees 28’ 43” W along the said North and South 1/4 line of said section, 400.00 feet to the point of beginning; subject to the use of the N’ly 33.00 feet thereof for highway purposes.

OTTAWA COUNTY

          Certain land in Robinson Township, Ottawa County, Michigan described as:

     The North 660 feet of the West 660 feet of the NE 1/4 of the NW 1/4 of Section 26, T7N, R15W.

PRESQUE ISLE COUNTY

          Certain land in Belknap and Pulawski Townships, Presque Isle County, Michigan described as:

     Part of the South half of the Northeast quarter, Section 24, T34N, R5E, and part of the Northwest quarter, Section 19, T34N, R6E, more fully described

34

as: Commencing at the East ¹/4 corner of said Section 24; thence N 00 degrees15’47” E, 507.42 feet, along the East line of said Section 24 to the point of beginning; thence S 88 degrees15’36” W, 400.00 feet, parallel with the North 1/8 line of said Section 24; thence N 00 degrees15’47” E, 800.00 feet, parallel with said East line of Section 24; thence N 88 degrees15’36”E, 800.00 feet, along said North 1/8 line of Section 24 and said line extended; thence S 00 degrees15’47” W, 800.00 feet, parallel with said East line of Section 24; thence S 88 degrees15’36” W, 400.00 feet, parallel with said North 1/8 line of Section 24 to the point of beginning.

     Together with a 33 foot easement along the West 33 feet of the Northwest quarter lying North of the North 1/8 line of Section 24, Belknap Township, extended, in Section 19, T34N, R6E.

ROSCOMMON COUNTY

          Certain land in Gerrish Township, Roscommon County, Michigan described as:

     A parcel of land in the NW 1/4 of Section 19, T24N, R3W, described as follows: To find the place of beginning of this description commence at the Northwest corner of said section, run thence East along the North line of said section 1,163.2 feet to the place of beginning of this description (said point also being the place of intersection of the West 1/8 line of said section with the North line of said section), thence S 01 degrees 01’ E along said West 1/8 line 132 feet, thence West parallel with the North line of said section 132 feet, thence N 01 degrees 01’ W parallel with said West 1/8 line of said section 132 feet to the North line of said section, thence East along the North line of said section 132 feet to the place of beginning.

SAGINAW COUNTY

          Certain land in Chapin Township, Saginaw County, Michigan described as:

     A parcel of land in the SW 1/4 of Section 13, T9N, R1E, described as follows: To find the place of beginning of this description commence at the Southwest corner of said section; run thence North along the West line of said section 1581.4 feet to the place of beginning of this description; thence continuing North along said West line of said section 230 feet to the center line of a creek; thence S 70 degrees 07’ 00” E along said center line of said creek 196.78 feet; thence South 163.13 feet; thence West 185 feet to the West line of said section and the place of beginning.

SANILAC COUNTY

          Certain easement rights located across land in Minden Township, Sanilac County, Michigan described as:

35

     The Southeast 1/4 of the Southeast 1/4 of Section 1, T14N, R14E, excepting therefrom the South 83 feet of the East 83 feet thereof.

SHIAWASSEE COUNTY

          Certain land in Burns Township, Shiawassee County, Michigan described as:

     The South 330 feet of the E 1/2 of the NE 1/4 of Section 36, T5N, R4E.

ST. CLAIR COUNTY

          Certain land in Ira Township, St. Clair County, Michigan described as:

     The N 1/2 of the NW 1/4 of the NE 1/4 of Section 6, T3N, R15E.

ST. JOSEPH COUNTY

          Certain land in Mendon Township, St. Joseph County, Michigan described as:

     The North 660 feet of the West 660 feet of the NW 1/4 of SW 1/4, Section 35, T5S, R10W.

TUSCOLA COUNTY

          Certain land in Millington Township, Tuscola County, Michigan described as:

     A strip of land 280 feet wide across the East 96 rods of the South 20 rods of the N 1/2 of the SE 1/4 of Section 34, T10N, R8E, more particularly described as commencing at the Northeast corner of Section 3, T9N, R8E, thence S 89 degrees 55’ 35” W along the South line of said Section 34 a distance of 329.65 feet, thence N 18 degrees 11’ 50” W a distance of 1398.67 feet to the South 1/8 line of said Section 34 and the place of beginning for this description; thence continuing N 18 degrees 11’ 50” W a distance of 349.91 feet; thence N 89 degrees 57’ 01” W a distance of 294.80 feet; thence S 18 degrees 11’ 50” E a distance of 350.04 feet to the South 1/8 line of said Section 34; thence S 89 degrees 58’ 29” E along the South 1/8 line of said section a distance of 294.76 feet to the place of beginning.

VAN BUREN COUNTY

          Certain land in Covert Township, Van Buren County, Michigan described as:

     All that part of the West 20 acres of the N 1/2 of the NE fractional 1/4 of Section 1, T2S, R17W, except the West 17 rods of the North 80 rods, being more particularly described as follows: To find the place of beginning of this description commence at the N 1/4 post of said section; run thence N 89 degrees 29’ 20” E along the North line of said section 280.5 feet to the place of beginning of this description; thence continuing N 89 degrees 29’ 20” E along said North

36

line of said section 288.29 feet; thence S 00 degrees 44’ 00” E, 1531.92 feet; thence S 89 degrees 33’ 30” W, 568.79 feet to the North and South 1/4 line of said section; thence N 00 degrees 44’ 00” W along said North and South 1/4 line of said section 211.4 feet; thence N 89 degrees 29’ 20” E, 280.5 feet; thence N 00 degrees 44’ 00” W, 1320 feet to the North line of said section and the place of beginning.

WASHTENAW COUNTY

Certain land in Manchester Township, Washtenaw County, Michigan described as:

     A parcel of land in the NE 1/4 of the NW 1/4 of Section 1, T4S, R3E, described as follows: To find the place of beginning of this description commence at the Northwest corner of said section; run thence East along the North line of said section 1355.07 feet to the West 1/8 line of said section; thence S 00 degrees 22’ 20” E along said West 1/8 line of said section 927.66 feet to the place of beginning of this description; thence continuing S 00 degrees 22’ 20” E along said West 1/8 line of said section 660 feet to the North 1/8 line of said section; thence N 86 degrees 36’ 57” E along said North 1/8 line of said section 660.91 feet; thence N 00 degrees22’ 20” W, 660 feet; thence S 86 degrees 36’ 57” W, 660.91 feet to the place of beginning.

WAYNE COUNTY

Certain land in Livonia City, Wayne County, Michigan described as:

      Commencing at the Southeast corner of Section 6, T1S, R9E; thence North along the East line of Section 6 a distance of 253 feet to the point of beginning; thence continuing North along the East line of Section 6 a distance of 50 feet; thence Westerly parallel to the South line of Section 6, a distance of 215 feet; thence Southerly parallel to the East line of Section 6 a distance of 50 feet; thence easterly parallel with the South line of Section 6 a distance of 215 feet to the point of beginning.

WEXFORD COUNTY

Certain land in Selma Township, Wexford County, Michigan described as:

      A parcel of land in the NW 1/4 of Section 7, T22N, R10W, described as beginning on the North line of said section at a point 200 feet East of the West line of said section, running thence East along said North section line 450 feet, thence South parallel with said West section line 350 feet, thence West parallel with said North section line 450 feet, thence North parallel with said West section line 350 feet to the place of beginning.

37

          SECTION 12. The Company is a transmitting utility under Section 9501(2) of the Michigan Uniform Commercial Code (M.C.L. 440.9501(2)) as defined in M.C.L. 440.9102(1)(aaaa).

          IN WITNESS WHEREOF, said Consumers Energy Company has caused this Supplemental Indenture to be executed in its corporate name by its Chairman of the Board, President, a Vice President or its Treasurer and its corporate seal to be hereunto affixed and to be attested by its Secretary or an Assistant Secretary, and said The Bank of New York Mellon, as Trustee as aforesaid, to evidence its acceptance hereof, has caused this Supplemental Indenture to be executed in its corporate name by a Vice President and its corporate seal to be hereunto affixed and to be attested by an authorized signatory, in several counterparts, all as of the day and year first above written.

          

38

	CONSUMERS ENERGY COMPANY
(SEAL)	By:
		Laura L. Mountcastle
Attest:		Vice President and Treasurer

Joyce H. Norkey
Assistant Secretary

Signed, sealed and delivered
by CONSUMERS ENERGY COMPANY
in the presence of

Kimberly C. Wilson

Denise J. Lehrke

STATE OF MICHIGAN		)
	ss.
COUNTY OF JACKSON		)

           The foregoing instrument was acknowledged before me this                      day of                      2010, by Laura L. Mountcastle, Vice President and Treasurer of CONSUMERS ENERGY COMPANY, a Michigan corporation, on behalf of the corporation.

[Seal] Margaret Hillman, Notary Public
State of Michigan, County of Jackson
My Commission Expires: 06/14/                     
Acting in the County of Jackson

S-1

	THE BANK OF NEW YORK MELLON, AS TRUSTEE
(SEAL)	By:
		L. O’Brien
Attest:		Vice President

Signed, sealed and delivered
by THE BANK OF NEW YORK MELLON
in the presence of

STATE OF NEW YORK		)
	ss.
COUNTY OF NEW YORK		)

     The foregoing instrument was acknowledged before me this                      day of                     , 2010, by L. O’Brien, a Vice President of THE BANK OF NEW YORK MELLON, as Trustee, a New York banking corporation, on behalf of the bank.

	Notary Public, State of New York No. Qualified in Certificate Filed in New York County Commission Expires
Prepared by: Kimberly C. Wilson One Energy Plaza, EP11-210 Jackson, MI 49201	When recorded, return to: Consumers Energy Company Business Services Real Estate Dept. Attn: Carrie Main, EP7-437 One Energy Plaza Jackson, MI 49201

S-2

Exhibit 4.4(a)

Form of Opinion of Counsel for the Company

1. The Company is a duly organized, validly existing corporation in good standing under the laws of the State of Michigan.

2. All legally required corporate proceedings in connection with the authorization, issuance and validity of the Bonds and the sale of the Bonds by the Company in accordance with the Bond Purchase Agreement have been taken and an appropriate order has been entered by the Federal Energy Regulatory Commission under the Federal Power Act granting authority for the issuance and sale of the Bonds and such order is in full force and effect; and no other approval, authorization, consent or order of any governmental regulatory body is required with respect to the issuance and sale of the Bonds except such as have been obtained (other than in connection with or in compliance with the provisions of the securities or blue sky laws of any state, as to which I express no opinion).

3. The Bond Purchase Agreement has been duly authorized, executed and delivered by the Company and will be a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws affecting creditors’ rights generally or by general principles of equity (regardless of whether enforcement is considered in a proceeding at law or in equity).

4. The Indenture has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery of the Indenture by the Trustee, will be a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws affecting creditors’ rights generally or by general principles of equity (regardless of whether enforcement is considered in a proceeding at law or in equity).

5. The Bonds are in the form contemplated by the Indenture, have been duly authorized, executed and delivered by the Company and, assuming the due authentication thereof by the Trustee and upon payment and delivery in accordance with the Bond Purchase Agreement, will constitute valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws affecting creditors’ rights generally or by general principles of equity (regardless of whether enforcement is considered in a proceeding at law or in equity); and the Bonds are entitled to the security afforded by the Indenture equally and ratably with all Securities presently outstanding thereunder, and no stamp taxes in respect of the original issue thereof are payable.

6. The issuance and sale of the Bonds in accordance with the terms of the Indenture and the Bond Purchase Agreement do not violate the provisions of the Restated Articles of Incorporation or the Amended and Restated Bylaws of the Company and will not result in a breach of any of

Exhibit 4.4(a)-1
(to Bond Purchase Agreement)

the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other Material agreement or instrument to which the Company is a party.

7. The Company is not an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

8. The Company has good and marketable title to all its important properties described in the Memorandum and to substantially all other real estate and property specifically described in the Indenture as subject to the Lien of the Indenture except (a) that released or retired in accordance with the provisions of the Indenture, (b) leased offices, garages and service buildings, (c) certain electric substations and gas regulator stations and other facilities erected on sites under leases, easements, permits or contractual arrangements, (d) certain pollution control facilities, which are subject to security interests granted to various municipalities and economic development corporations under installment sales contracts, (e) as to electric and gas transmission and distribution lines, many of such properties are constructed on rights-of-way by virtue of franchises or pursuant to easements only, and (f) as to certain gas storage fields, the Company’s interest in certain of the gas rights and rights of storage and other rights incidental thereto are in the nature of an easement or leasehold interest only; the Indenture constitutes, as security for the Bonds, a valid direct first mortgage Lien on the real estate, property and franchises, subject only to excepted encumbrances as defined in the Indenture and except as otherwise expressly stated in the Indenture and subject to Michigan Compiled Laws Annotated Section 324.20138, which provides under certain circumstances for the creation of priority Liens on property of the Company in favor of the State of Michigan covering reimbursement for any expense incurred in a response activity under the Michigan Environmental Response Act; the Indenture is effective to create the Lien intended to be created by the Indenture; and real estate, property or franchises in the State of Michigan described in the Indenture, hereafter acquired by the Company, will become subject to the Lien of the Indenture, at the time of acquisition, subject to Liens existing thereon at the time of acquisition, subject to excepted encumbrances, subject to any necessary filing and recording before the intervention of any Lien not expressly excepted thereby and subject to the qualification above with respect to the enforceability of the Indenture.

9. All of the issued and outstanding shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable.

10. To my knowledge, there is no litigation pending or threatened that would reasonably be expected to have a Material Adverse Effect (except as disclosed in the Disclosure Documents), question the validity of the Bond Purchase Agreement, the Indenture or the Bonds or impair the ability of the Company to issue and deliver the Bonds or to comply with the provisions of the Bond Purchase Agreement or the Indenture.

11. The issuance of the Bonds and the application of the proceeds thereof will not result in a violation of Regulation T, U or X of the Board of Governors of the Federal Reserve System.

12. Based upon the representations, warranties and agreements of the Purchasers in Section 6 of the Bond Purchase Agreements, it is not necessary in connection with the offer, sale and delivery of the Bonds to the Purchasers under the Bond Purchase Agreements to register the

Exhibit 4.4(a)-2
(to Bond Purchase Agreement)

offering and/or sale of the Bonds under the Securities Act, or to qualify an indenture under the Trust Indenture Act, it being understood that no opinion is expressed as to any subsequent resale of any Bond.

Exhibit 4.4(a)-3
(to Bond Purchase Agreement)

Exhibit 4.4(b)

Form of Opinion of Special Counsel for the Purchasers

1. The Bond Purchase Agreement constitutes the valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms, except as limited by and subject to (i) the effect of bankruptcy, insolvency, fraudulent conveyance and other similar laws affecting or relating to the rights of creditors generally, (ii) general equitable principles and (iii) requirements of reasonableness, good faith and fair dealing.

2. Based upon a letter from the Agents confirming the representations, warrants and agreements of the Company in Section 5.13 of the Bond Purchase Agreement, the representations, warranties and agreements of the Company in Section 5.13 of the Bond Purchase Agreement and of the Purchasers in Section 6 of the Bond Purchase Agreement, it is not necessary in connection with the offer, sale and delivery of the Bonds to the Purchasers under the Bond Purchase Agreements to register the offering and/or sale of the Bonds under the Securities Act, or to qualify an indenture under the Trust Indenture Act, it being understood that no opinion is expressed as to any subsequent resale of any Bond.

Exhibit 4.4(b)-1
(to Bond Purchase Agreement)

EX-12.A

Exhibit (12)(a)

CMS ENERGY CORPORATION
Ratios of Earnings to Fixed Charges and Combined Fixed Charges and Preferred Dividends
(Millions of Dollars)

	Three Months Ended			Year Ended December 31
	March 31, 2010			2009		2008			2007			2006			2005
									(b)			(c)			(d)
Earnings as defined (a)
Pretax income from continuing operations	$	150		$	335	$	440		$	(317	)	$	(434	)	$	(773	)
Exclude equity basis subsidiaries		(1	)		2		(1	)		(22	)		(14	)		(17	)
Fixed charges as defined (e)		111			456		429			489			535			539
Earnings as defined (e)	$	260		$	793	$	868		$	150		$	87		$	(251	)
Fixed charges as defined (a)
Interest on long-term debt	$	98		$	383	$	371		$	415		$	492		$	514
Estimated interest portion of lease rental		5			17		25			23			8			6
Other interest charges		8			58		35			53			37			21
Fixed charges as defined (e)	$	111		$	458	$	431		$	491		$	537		$	541
Preferred dividends		5			17		17			12			11			10
Combined fixed charges and preferred dividends	$	116		$	475	$	448		$	503		$	548		$	551
Ratio of earnings to fixed charges		2.34			1.73		2.01			—			—			—
Ratio of earnings to combined fixed charges and preferred dividends		2.24			1.67		1.94			—			—			—

	NOTES:
(a)	Earnings and fixed charges as defined in instructions for Item 503 of Regulation S-K.
(b)	For the year ended December 31, 2007, fixed charges exceeded earnings by $341 million and combined fixed charges and preferred dividends exceeded earnings by $353 million. Earnings as defined include $204 million in asset impairment charges and a $279 million charge for an electric sales contract termination.
(c)	For the year ended December 31, 2006, fixed charges exceeded earnings by $450 million and combined fixed charges and preferred dividends exceeded earnings by $461 million. Earnings as defined include $459 million of asset impairment charges.
(d)	For the year ended December 31, 2005, fixed charges exceeded earnings by $792 million and combined fixed charges and preferred dividends exceeded earnings by $802 million. Earnings as defined include $1.2 billion of asset impairment charges.
(e)	Preferred dividends of a consolidated subsidiary are included in fixed charges, but excluded from earnings as defined because the amount was not deducted in arriving at pretax income from continuing operations.

EX-12.B

Exhibit (12)(b)

CONSUMERS ENERGY COMPANY
Ratios of Earnings to Fixed Charges and Combined Fixed Charges and Preferred Dividends
(Millions of Dollars)

	Three Months Ended		Year Ended December 31
	March 31, 2010		2009		2008		2007		2006			2005
												(b)
Earnings as defined (a)
Pretax income from continuing operations	$	169	$	456	$	562	$	437	$	167		$	(590	)
Exclude equity basis subsidiaries		—		—		—		—		(1	)		(1	)
Fixed charges as defined		74		313		276		293		307			316
Earnings as defined	$	243	$	769	$	838	$	730	$	473		$	(275	)
Fixed charges as defined (a)
Interest on long-term debt	$	63	$	250	$	229	$	236	$	286		$	305
Estimated interest portion of lease rental		5		17		25		23		8			6
Other interest charges		6		46		22		34		13			5
Fixed charges as defined	$	74	$	313	$	276	$	293	$	307		$	316
Preferred dividends		—		3		3		3		3			3
Combined fixed charges and preferred dividends	$	74	$	316	$	279	$	296	$	310		$	319
Ratio of earnings to fixed charges		3.28		2.46		3.04		2.49		1.54			—
Ratio of earnings to combined fixed charges and preferred dividends		3.28		2.43		3.00		2.47		1.53			—

NOTES:
(a)	Earnings and fixed charges as defined in instructions for Item 503 of Regulation S-K.
(b)	For the year ended December 31, 2005, fixed charges exceeded earnings by $591 million and combined fixed charges and preferred dividends exceeded earnings by $594 million. Earnings as defined include $1.2 billion of asset impairment charges.

EX-31.A

Exhibit (31)(a)

CERTIFICATION OF DAVID W. JOOS

I, David W. Joos, certify that:

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

     a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

     b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

     c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

     d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

     a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

     b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: April 23, 2010	By:	/s/ David W. Joos
		David W. Joos
		President and Chief Executive Officer

EX-31.B

Exhibit (31)(b)

CERTIFICATION OF THOMAS J. WEBB

I, Thomas J. Webb, certify that:

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

     a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

     b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

     c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

     d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

     a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

     b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: April 23, 2010	By:	/s/ Thomas J. Webb
		Thomas J. Webb
		Executive Vice President and Chief Financial Officer

EX-31.C

Exhibit (31)(c)

CERTIFICATION OF DAVID W. JOOS

I, David W. Joos, certify that:

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

     a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

     b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

     c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

     d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

     a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

     b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: April 23, 2010	By:	/s/ David W. Joos
		David W. Joos
		Chief Executive Officer

EX-31.D

Exhibit (31)(d)

CERTIFICATION OF THOMAS J. WEBB

I, Thomas J. Webb, certify that:

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

     a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

     b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

     c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

     d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

     a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

     b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: April 23, 2010	By:	/s/ Thomas J. Webb
		Thomas J. Webb
		Executive Vice President and Chief Financial Officer

EX-32.A

Exhibit (32)(a)

Certification of CEO and CFO Pursuant to
18 U.S.C. Section 1350,
as Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report on Form 10-Q of CMS Energy Corporation (the “Company”) for the quarterly period ended March 31, 2010 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), David W. Joos, as President and Chief Executive Officer of the Company, and Thomas J. Webb, as Executive Vice President and Chief Financial Officer of the Company, each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:

     (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

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

/s/ David W. Joos
Name:	David W. Joos
Title:	President and Chief Executive Officer
Date:	April 23, 2010

/s/ Thomas J. Webb
Name:	Thomas J. Webb
Title:	Executive Vice President and Chief Financial Officer
Date:	April 23, 2010

EX-32.B

Exhibit (32)(b)

Certification of CEO and CFO Pursuant to
18 U.S.C. Section 1350,
as Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report on Form 10-Q of Consumers Energy Company (the “Company”) for the quarterly period ended March 31, 2010 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), David W. Joos, as Chief Executive Officer of the Company, and Thomas J. Webb, as Executive Vice President and Chief Financial Officer of the Company, each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:

     (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

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

/s/ David W. Joos
Name:	David W. Joos
Title:	Chief Executive Officer
Date:	April 23, 2010

/s/ Thomas J. Webb
Name:	Thomas J. Webb
Title:	Executive Vice President and Chief Financial Officer
Date:	April 23, 2010