exv10wxby



 





Exhibit (10)(b)




INDEMNIFICATION AGREEMENT




     This Indemnification Agreement (“Agreement”) is made and entered into as of
__________
__________, by and between CONSUMERS ENERGY COMPANY, a Michigan corporation (the
“Corporation”), and __________, a director of the Corporation (the
“Indemnitee”). The Corporation and the Indemnitee are sometimes individually referred to
herein as a “Party” and collectively as the “Parties.”



RECITALS




     A. The Michigan Business Corporation Act, 284 PA 1972, MCL 450.1101- 450.2099 (the
“MBCA”), provides that directors may be entitled to indemnification and advancement of
expenses rights pursuant to contractual agreements.



     B. In addition to the indemnification to which the Indemnitee is entitled under the Articles
of Incorporation of the Corporation (the “Articles”) or Bylaws of the Corporation (the
“Bylaws”), or granted pursuant to various Board resolutions, in effect from time to time,
the Corporation has obtained at its sole expense liability insurance protecting its directors,
including the Indemnitee, against certain losses arising out of actual or threatened actions, suits
or proceedings to which such persons may be made or threatened to be made parties.



     C. Because of the increasing exposure to the risks of litigation and the need to attract, and
the difficulty of attracting, qualified candidates to serve as directors, the Corporation has
deemed it appropriate to enter into this Agreement with the Indemnitee.



     D. The Indemnitee is presently serving as a director of the Corporation, and the Corporation
desires the Indemnitee to continue in such capacity. The Indemnitee is willing, subject to certain
conditions, including, without limitation, the execution and performance of this Agreement by the
Corporation, to continue in that capacity.



     E. The Parties agree that this Agreement will apply prospectively to Proceedings (as defined
herein) arising after the date of this Agreement, and that it is the intent of the Parties to
provide the Indemnitee with the broadest possible indemnification.



     Accordingly, in consideration of the mutual covenants and agreements set forth in this
Agreement, the sufficiency of which is hereby acknowledged, the Corporation and Indemnitee agree as
follows:



1









 





     1. Definitions. For purposes of this Agreement, the following terms shall have the
meanings set forth below:




          (a) “Advancement of Expenses” or to “Advance Expenses” shall refer to the payment of
Expenses in connection with a Proceeding prior to an ultimate determination whether the
Indemnitee has met any applicable standard of conduct.




          (b) “Agreement” shall mean this Indemnification Agreement, including the
Preamble, Recitals, and Exhibit.




          (c) “Articles” shall have the meaning set forth in Recital B.




          (d) “Board” shall have the meaning set forth in Section 3(b)(i).




          (e) “Bylaws” shall have the meaning set forth in Recital B.




          (f) “Corporation” shall have the meaning set forth in the Preamble.




          (g) “Expenses” shall mean any costs or expenses actually and reasonably
incurred by the Indemnitee in connection with a Proceeding, including but not limited to,
judgments, amounts paid in settlement, fines, penalties, attorney fees, expert and witness
fees, expenses of investigations, expenses of appeals, expenses of bonds, court costs,
expenses of arbitration and mediation, and any other cost or expense reasonably related to a
Proceeding.




          (h) References to “fines” shall include any excise or other taxes assessed on
Indemnitee with respect to any employee benefit plan or otherwise.




          (i) “Indemnification” (and correspondingly “indemnity” and “indemnify”) shall
refer to the payment of Expenses in connection with a Proceeding as set forth in this
Agreement following an ultimate determination that any applicable standard of conduct has
been met.




          (j) “Indemnitee” shall have the meaning set forth in the Preamble.




          (k) “MBCA” shall have the meaning set forth in Recital A.




          (l) “Party” or “Parties” shall have the meaning set forth in the Preamble.




          (m) “Payment Request” shall have the meaning set forth in Section 4(a).




          (n) “Payment Time Limit” shall mean 65 days after a Payment Request, except if a
regularly scheduled Board of Directors’ meeting is not scheduled to occur within 60 days
after a payment request, then the Payment Time Limit shall be within 5 days after the date
of the next meeting of the Board of Directors after the Payment Request not to exceed 100
days after the Payment Request.



2









 






          (o) “Proceeding” shall mean any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or investigative; whether formal or
informal; and whether or not by or in the right of the Corporation, as to which Indemnitee
is or may become a party or witness, by reason of the fact that the Indemnitee is or was a
director of the Corporation or which relates to the Indemnitee’s service as a director of
the Corporation, including but not limited to, court proceedings, arbitrations, alternative
dispute resolution proceedings, administrative proceedings, any other type of judicial or
quasi-judicial proceeding, or any such proceeding to enforce Indemnitee’s rights hereunder.




          (p) “Shareholders” shall have the meaning set forth in Section 3(b)(v).



     2. Continued Service. The Indemnitee agrees to continue to serve the Corporation as a
director in consideration of the personal liability protections granted by the Corporation to the
Indemnitee herein; provided, however, that nothing contained in this Agreement shall
constitute a contract of employment or designation of directorship between the Corporation and the
Indemnitee; and provided further, that the Indemnitee shall serve as a director so
long as the Indemnitee is duly nominated, elected and qualified in accordance with applicable
requirements or until the Indemnitee resigns. The Corporation is under no obligation to renominate
an Indemnitee entering into this Agreement.



     3. Indemnity.




          (a) Indemnification and Advancement of Expenses. Unless prohibited by law, the
Corporation shall indemnify the Indemnitee against Expenses and shall Advance Expenses to
the maximum extent when the Indemnitee was or is a party or is threatened to be made a party
or a witness in a Proceeding. The termination of any Proceeding by judgment, order,
settlement, conviction or upon a plea of nolo contendere or its equivalent shall not create
a presumption that the Indemnitee failed to satisfy the applicable standard of conduct
required by law for indemnification or Advancement of Expenses.




          (b) Determination and Evaluation. Any indemnification or Advancement of
Expenses under Section 3(a) (unless ordered by a court) shall be made by the Corporation
within the time specified in Section 4(a), upon a determination that the Indemnitee
satisfies the applicable standard of conduct, if any, and upon an evaluation of the
reasonableness of Expenses. Such determination and evaluation shall be made:




     (i) by a majority vote of a quorum of the Board of Directors of the Corporation
(the “Board”) consisting of directors who are not parties or threatened to
be made parties to such Proceeding;




     (ii) if such a quorum is not obtainable, by a majority vote of a committee duly
designated by the Board consisting solely of two or more directors not at the time
parties or threatened to be made parties to such Proceeding;



3









 






               (iii) by independent legal counsel (designated in the manner provided below in
this subsection (b)) in a written opinion;




               (iv) by all independent directors (as defined in Section 107(3) of the MBCA)
who are not parties to such Proceeding; or




          (v) by the shareholders of the Corporation (the “Shareholders”), but
shares held by directors, officers, employees or agents who are parties or
threatened to be made parties to such Proceeding may not be voted.


Independent legal counsel shall be designated by the Board or its committee in the manner
prescribed in Section 3(b)(i) or 3(b)(ii); provided, however, that if a
quorum of the Board cannot be obtained under Section 3(b)(i) and a committee cannot be
designated under Section 3(b)(ii), designation of independent legal counsel shall be made by
the Board. In the designation of a committee under Section 3(b)(ii) or the selection of
independent legal counsel by the Board, all directors may participate. The time limits set
forth in Section 4(a) shall govern the process of the determination and evaluation set forth
in this Section.





          (c) Presumption of Reasonableness. For purposes of this Agreement, legal fees
and expenses which are incurred upon the advice of legal counsel shall be presumed
reasonable. Under the terms of this Agreement, Indemnitee shall have the right to legal
counsel of his or her choosing. The hourly rate of counsel chosen by Indemnitee shall be
presumed reasonable so long as the hourly rate of such counsel is customary for such
counsel, notwithstanding that the rate may be higher than the rate of other attorneys with
comparable skills.




          (d) Partial Indemnification. If the Indemnitee is entitled to indemnification
or Advancement of Expenses under Section 3(a) for a portion of Expenses, but not for the
total amount, the Corporation shall indemnify and Advance Expenses to the Indemnitee for the
portion of the Expenses to which the Indemnitee is entitled.




          (e) Modification of Indemnitee’s Rights. The Indemnitee’s rights to
indemnification and Advancement of Expenses pursuant to the Articles, Bylaws or resolutions
of the Board in effect as of the date of this Agreement, or any future modification of such
Articles, Bylaws or resolutions which expands the rights of Indemnitee, are incorporated in
this Agreement. In the event that the Corporation adopts any amendment to the Articles,
Bylaws or resolutions, or adopts a new resolution, which effect is to deny, diminish or
encumber the Indemnitee’s rights to indemnification or Advancement of Expenses, such
amendment or new resolution shall not diminish the rights of Indemnitee pursuant to this
Agreement and shall be deemed to be invalid and of no force and effect to reduce
Indemnitee’s rights hereunder.




          (f) To the extent any action or inaction of Indemnitee is based upon the books and
records of the Corporation, including financial statements, or upon information supplied to
Indemnitee by officers of the Corporation or its counsel, auditors, or experts, then such
action or inaction shall be conclusively deemed to be in good faith for purposes



4









 






of this Agreement, provided that the foregoing shall not be deemed to be exclusive
tests of good faith.



     4. Procedures Relating to Indemnification and Advancement of Expenses.




          (a) Indemnification and Advancement of Expenses. For purposes of pursuing the
Indemnitee’s rights to indemnification and Advancement of Expenses under Section 3(a)
hereof, the Indemnitee shall submit a request (“Payment Request”) by means of the
following: (i) a signed request, substantially in the form of Exhibit A attached
hereto and made a part hereof, averring that the Indemnitee is entitled to indemnification
and/or Advancement of Expenses hereunder; and (ii) evidence in customary or reasonable form
of all Expenses for which payment is requested. In the event Indemnitee is submitting a
Payment Request after having previously submitted such a request concerning the same
Proceeding, Indemnitee may refer to and rely upon the previously submitted Payment Request,
and merely supplement evidence of Expenses for which payment is sought. Any such supplement
of Expenses shall be treated as a new Payment Request for purposes of the time limits set
forth in this Section. Within the Payment Time Limit, the Corporation shall decide the
extent to which Indemnitee is entitled to payment of Expenses and submit payment
accordingly; provided, however, that if the Corporation should fail to
decide within the Payment Time Limit it shall submit payment in accordance with the Payment
Request. In making its decision hereunder, the Corporation shall use the procedures set
forth in Section 3(b) hereof. In the event the Indemnitee disagrees with the Corporation’s
decision made within such Payment Time Limit, he/she may seek judicial relief pursuant to
Section 9 of this Agreement.




          (b) At the conclusion of the Proceeding, if it is ultimately determined that Indemnitee
was not legally entitled to receive all or a portion of Expenses previously paid by the
Corporation, then, subject to Indemnitee’s rights to dispute the Corporation’s findings
pursuant to Section 9, Indemnitee shall promptly repay to the Corporation any amounts to
which Indemnitee was not legally entitled.




          (c) The provisions of this Section are procedural only and are in addition to any other
procedures that may be available by law to Indemnitee to recover indemnification or
Advancement of Expenses to which Indemnitee may be entitled pursuant to Section 3(a) hereof
or otherwise.




          (d) Notwithstanding any other provision herein, upon application to a court by the
Indemnitee and a determination of such court that the Indemnitee is fairly and reasonably
entitled to indemnification or Advancement of Expenses, the Corporation shall pay to the
Indemnitee the amount so ordered by the court.




          (e) No security shall be required of any Indemnitee in connection with any
Indemnification and/or Advancement of Expenses hereunder.




          (f) The Corporation may, but shall not be required to, create a trust fund, grant a
security interest or use other means, including a letter of credit, to ensure the



5









 






payment of such amounts as may be necessary to satisfy its obligations to indemnify and
Advance Expenses pursuant to this Agreement.



     5. Liability Insurance and Funding.




          (a) Unless otherwise agreed by Indemnitee, for the duration of Indemnitee’s service as
a director of the Corporation, and thereafter for so long as Indemnitee shall be subject to
any pending or possible Proceeding for which indemnification may be provided hereunder, the
Corporation shall use commercially reasonable efforts (taking into account the scope and
amount of coverage available relative to the cost thereof) to cause to be maintained in
effect policies of directors’ liability insurance providing coverage for directors of the
Corporation that is at least substantially comparable in scope and amount to that provided
by the Corporation’s current policies of directors’ liability insurance; provided,
if a lesser amount of insurance coverage would provide Indemnitee adequate protection for
any actual or potential Proceeding (without regard to any contribution that the Corporation
might be able to provide from its own funds in the absence of insurance coverage), the
Corporation may arrange for such adequate insurance coverage, with the consent of
Indemnitee, which consent shall not be unreasonably withheld.




          (b) In all policies of directors’ liability insurance obtained by the Corporation,
Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same
rights and benefits, subject to the same limitations, as are accorded to the Corporation’s
directors most favorably insured by such policy.




          (c) If, at the time of receipt of any notice of a Proceeding, the Corporation has
directors’ liability insurance in effect, the Corporation shall give prompt notice of the
commencement of such proceeding to the liability insurers in accordance with the procedures
set forth in the respective policies. A copy of such notice shall be provided to
Indemnitee. The Corporation shall take all necessary or appropriate action to cause such
insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such proceeding
in accordance with the terms of such policies. Upon the request of the Indemnitee, the
Corporation shall provide to Indemnitee a copy of all insurance policies which provide
coverage or potential coverage to Indemnitee relating to a Proceeding.



     6. Notification of Action. Promptly after receipt by Indemnitee of notice of any
Proceeding, Indemnitee will, if a claim in respect thereof is to be made against the Corporation
under this Agreement, notify the Corporation of the commencement thereof; but the failure to so
notify the Corporation will not relieve it from any liability that it may have to Indemnitee
unless, and to the extent that, the Corporation is actually prejudiced thereby.



     7. Defense and Settlement of Claims. The Corporation shall be entitled to participate
in the defense of any Proceeding for which indemnification is provided hereunder or to assume the
defense thereof, with counsel reasonably satisfactory to the Indemnitee; provided that if
Indemnitee believes, after consultation with counsel selected by Indemnitee, that (a) in the event
the Corporation assumes the defense of a Proceeding, the use of counsel chosen by the Corporation
to represent Indemnitee would or does present such counsel with an actual or



6









 




potential conflict, (b) the named parties in any such proceeding (including any impleaded
parties) include both the Corporation and Indemnitee and Indemnitee concludes that there may be one
or more legal defenses available to him or her that are different from or in addition to those
available to the Corporation or such other parties, (c) any such representation by such counsel
would be precluded under the applicable standards of professional conduct then prevailing, or (d)
the Corporation has not actively defended the Indemnitee after assuming the defense in a
Proceeding, then Indemnitee shall be entitled to retain separate counsel (but not more than one law
firm plus, if applicable, local counsel in respect of any particular Proceeding) at the
Corporation’s expense. The Corporation shall not be liable to Indemnitee under this Agreement for
any amounts paid by Indemnitee in settlement of any Proceeding effected without the Corporation’s
prior consent. The Corporation shall not, without the prior consent of the Indemnitee, effect any
settlement of any Proceeding to which the Indemnitee is, or could have been, a party unless such
settlement (i) solely involves the payment of money by the Corporation, (ii) includes a complete
and unconditional release of the Indemnitee from all liability on any claims that are the subject
matter of such Proceeding and (iii) imposes no obligation on the Indemnitee, including without
limitation, by way of an order or injunction. Neither the Corporation nor Indemnitee shall
unreasonably withhold its consent to any proposed settlement; provided that Indemnitee may
withhold consent to any settlement that does not provide a complete and unconditional release of
Indemnitee.




     8. Subrogation, Duplication and Set Off of Payments.




     (a) Subrogation. In the event of payment by the Corporation to the Indemnitee
under this Agreement, the Corporation shall be subrogated to the extent of such payment to
all of the rights of recovery of the Indemnitee, who shall, at the Corporation’s expense,
execute all papers required and shall do everything that may be reasonably necessary to
secure such rights, including the execution of such documents necessary to enable the
Corporation effectively to bring suit to enforce such rights.




     (b) Duplication. The Corporation shall not be liable under this Agreement to
make any payment in connection with any claim made against the Indemnitee to the extent the
Indemnitee has actually received payment (under any insurance policy, the Articles, the
Bylaws or otherwise) of the amounts otherwise payable hereunder.




     (c) Set Off. Any payments due to the Indemnitee under this Agreement shall not
be subject to set off by the Corporation.



     9. Enforcement and Interpretation.




     (a) If a Payment Request pursuant to Section 4(a) hereof is not paid in full by the
Corporation within the Payment Time Limit, the Indemnitee may at any time thereafter bring
suit against the Corporation to recover the unpaid amount of the claim.




     (b) In any action under this Agreement, it shall be a defense to a claim for
indemnification or Advancement of Expenses pursuant to Section 3(a) hereof that the
Indemnitee has not met the standards of conduct, as applicable, which make it permissible
for the Corporation to indemnify or Advance Expenses to the Indemnitee for



7









 






the amount claimed, but the burden of proving such defense and going forward with
evidence shall be on the Corporation. Neither the failure of the Corporation (including the
Board, independent legal counsel or the Shareholders) to have made a determination prior to
commencement of such action that indemnification of, or Advancement of Expenses to, the
Indemnitee is proper in the circumstances because the Indemnitee has met the applicable
standard of conduct, nor an actual determination by the Corporation (including the Board,
independent legal counsel or the Shareholders) that the Indemnitee has not met such
applicable standard of conduct, shall be a defense to the action or create a presumption
that the Indemnitee has not met the applicable standard of conduct, nor shall such
determination or the failure to make it be admitted into evidence by the Corporation in such
action except to rebut an assertion by Indemnitee that the Corporation failed to make a
determination required by this Agreement. It is the intent of the Parties to this Agreement
to provide the broadest possible indemnification (not prohibited by law) to the Indemnitee
and the Agreement shall be interpreted in accordance with that intent. Any ambiguities in
this Agreement are intended by the Parties to be interpreted in favor of Indemnitee. For
purposes of determining Indemnitee’s rights hereunder, Indemnitee shall be presumed to have
met any applicable standard of conduct required for Indemnification and/or advancement and
such presumption may overcome only by clear and convincing evidence to the contrary.




     (c) It is the intent of the Corporation that the Indemnitee not be required to incur
Expenses associated with the enforcement of the Indemnitee’s rights under this Agreement by
litigation or other legal action because the cost and expense thereof would substantially
detract from the benefits intended to be extended to the Indemnitee hereunder. Accordingly,
if it should appear to the Indemnitee that the Corporation has failed to comply with any of
its obligations under the Agreement or in the event that the Corporation or any other person
takes any action to declare this Agreement void or unenforceable, or institutes any action,
suit or proceeding designed to deny, or to recover from, the Indemnitee the benefits
intended to be provided to the Indemnitee hereunder, or having the effect thereof, the
Corporation irrevocably authorizes the Indemnitee from time to time to retain counsel of the
Indemnitee’s choice, at the expense of the Corporation, to represent the Indemnitee in
connection with the initiation or defense of any litigation or other legal action, whether
by or against the Corporation or any director, officer, shareholder or other person
affiliated with the Corporation to enforce the Indemnitee’s rights hereunder. Regardless of
the outcome thereof, the Corporation shall pay and be solely responsible for any and all
Expenses, reasonably incurred by the Indemnitee (i) as a result of the Corporation’s failure
to perform its obligations pursuant to this Agreement, (ii) as a result of the Corporation
or any person contesting the validity or enforceability of this Agreement or any provision
thereof as aforesaid, or (iii) as otherwise contemplated in this subsection.



     10. Merger or Consolidation. In the event that the Corporation shall be a constituent
corporation in a consolidation, merger or other reorganization, the Corporation, if it shall not be
the surviving, resulting or acquiring corporation therein, shall require as a condition thereto the
surviving, resulting or acquiring corporation to agree to indemnify the Indemnitee to the full
extent provided in this Agreement. Whether or not the Corporation is the resulting,



8









 




surviving or acquiring corporation in any such transaction, the Indemnitee shall also stand in
the same position under this Agreement with respect to the resulting, surviving or acquiring
corporation as the Indemnitee would have with respect to the Corporation if its separate existence
had continued.




     11. Nonexclusivity and Severability.




     (a) Nonexclusivity. The right to indemnification provided by this Agreement
shall not be exclusive of any other rights to which the Indemnitee may be entitled under the
Articles, Bylaws, the MBCA, resolutions, any other statute, insurance policy, agreement,
vote of Shareholders or of directors or otherwise, both as to actions in the Indemnitee’s
official capacity and as to actions in another capacity while holding such office.




     (b) Severability. If any provision of this Agreement or the application of any
provision hereof to any person or circumstances is held invalid, unenforceable or otherwise
illegal, the remainder of this Agreement and the application of such provision to other
persons or circumstances shall not be affected, and shall be enforced to the fullest extent
permissible, and the provision so held to be invalid, unenforceable or otherwise illegal
shall be reformed to the extent (and only to the extent) necessary to make it enforceable,
valid and legal.



     12. Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of Michigan, without giving effect to the principles of conflict of laws
thereof.



     13. Counterparts. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute one and the same
instrument.



     14. Notices. All notices, demands, requests and other communications required or
permitted hereunder shall be in writing and shall be deemed to have been duly given when delivered
by hand or when mailed by United States certified or registered mail with postage prepaid addressed
as follows:




     (a) Indemnitee. If to the Indemnitee, to the address set forth by the
Indemnitee on the signature page of this Agreement or to such other person or address as the
Indemnitee shall furnish to the Corporation pursuant to this Section.




     (b) Corporation. If to the Corporation, to the attention of the officer
signing this Agreement on behalf of the Corporation at the address set forth on the
signature page of this Agreement (with a copy to the Corporation’s Corporate Secretary, One
Energy Plaza, Jackson, Michigan 49201) or to such other person or address as the
Corporation shall furnish to the Indemnitee pursuant to this Section.



     15. Modification and Survival. Subject to Section 11(a) hereof, this Agreement
contains the entire agreement of the Parties relating to the subject matter hereof and supersedes



9









 




any and all previous agreements and understandings, oral or written with respect to any
Proceeding that has not been formally initiated through the filing of a Complaint or similar action
prior to the date hereof. This Agreement may be modified only by an instrument signed by both
Parties hereto. The provisions of this Agreement shall survive the death, disability, or incapacity
of the Indemnitee or the termination of the Indemnitee’s service as a director of the Corporation
and shall inure to the benefit of the Indemnitee’s heirs, executors and administrators.




     16. Assignment. This Agreement is personal in nature and neither Party shall, without
the consent of the other Party, assign or delegate this Agreement or any rights or obligations
hereunder, except as expressly provided in this Agreement. Without limiting the generality or
effect of the foregoing, Indemnitee’s right to receive payments hereunder shall not be assignable,
whether by pledge, creation of a security interest or otherwise, other than by a transfer by the
Indemnitee’s will or by the laws of descent and distribution, and, in the event of any attempted
assignment or transfer contrary to this Section, the Corporation shall have no liability to pay any
amount so attempted to be assigned or transferred.



     17. Claims Initiated by Indemnitee. No indemnification or Advancement of Expenses to
Indemnitee shall be made with respect to any legal action or proceeding initiated or brought
voluntarily by Indemnitee and not by way of defense, except with respect to such proceeding
brought to establish or enforce a right to indemnification or Advancement of Expenses under this
Agreement, unless (i) the Board has approved the initiation or bringing of such proceeding (or any
part of any such proceeding) or (ii) the Corporation provides the indemnification, in its sole
discretion, pursuant to the powers vested in the Corporation under applicable law.



     18. Representations.




     (a) The Corporation represents to Indemnitee that this Agreement constitutes a valid
and binding obligation of the Corporation, enforceable against the Corporation in accordance
with its terms (subject in each case to the effect of any applicable bankruptcy,
reorganization, insolvency, moratorium or similar laws affecting creditors’ rights
generally, to general principles of equity and to public policy).




     (b) Indemnitee represents to the Corporation that this Agreement constitutes a valid
and binding obligation of Indemnitee, enforceable against Indemnitee in accordance with its
terms (subject in each case to the effect of any applicable bankruptcy, reorganization,
insolvency, moratorium or similar laws affecting creditors’ rights generally, to general
principles of equity and to public policy).



     19. Headings. The headings of the various sections and subsections of this Agreement shall not
limit or affect the terms and provisions of this Agreement.



[Signatures appear on the following page.]




10









 








     IN WITNESS WHEREOF, the Parties hereto have duly executed this Agreement as of the date first
above written.



	 	 	 	 	 
	 	CMS ENERGY CORPORATION



One Energy Plaza

Jackson, MI 49201

 	 
	 	
 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 
	 	INDEMNITEE

 	 
	 	
 	 
	 	Name:  	 	 
	 
	 	 	 
	 	Address 	 
	 	 	 
	 	
 	 
	 	City, State, Zip Code 	 
	 	 	 





11









 






	 	 	 	 	 



EXHIBIT A

PAYMENT REQUEST





     1. This Payment Request is submitted pursuant to the Indemnification Agreement (the
“Agreement”), dated as of __________ ___, ___, between Consumers Energy Company, a Michigan
corporation (the “Corporation”), and the undersigned (“Indemnitee”). Capitalized
terms in this Payment Request shall have the same meaning ascribed to them in the Agreement.



     2. I am requesting indemnification and/or Advancement of Expenses, all of which have been or
will be incurred by me in connection with the following actual or threatened Proceeding:





	 	 
	 	  
	 	 
 
	 
 	 
. 




     3. I affirm my good faith belief that I have met the applicable standard of conduct as
required by applicable law.



     4. I hereby undertake to repay on demand any Advancement of Expenses under the Agreement, if
and to the extent I am obligated to repay Expenses pursuant to the terms of the Agreement and
applicable law.



     5. I acknowledge this undertaking is my unlimited general obligation.



     6. I have attached evidence of Expenses, which may be supplemented without re-submitting this
Payment Request, except for providing evidence of further Expenses for which I seek reimbursement,
and so long as the Expenses relate only to the Proceeding described in #2 above.



	 	 	 	 	 
	 	INDEMNITEE

 	 
	 	
 	 
	 	Name:  	 
	 
	 	Title:  	 
	 
	 




A-1