exv10wh






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)