Exhibit 4.1


 


NINTH SUPPLEMENTAL INDENTURE

dated as of May 28, 2020


 


This Ninth Supplemental
Indenture, dated as of the 28th day of May, 2020 (this “Ninth Supplemental Indenture”), between CMS Energy Corporation,
a corporation duly organized and existing under the laws of the State of Michigan (hereinafter called the “Issuer”)
and having its principal office at One Energy Plaza, Jackson, Michigan 49201, and The Bank of New York Mellon, a New York banking
corporation (hereinafter called the “Trustee”) and having its Corporate Trust Office at 240 Greenwich Street,
New York, New York 10286.


 


WITNESSETH:


 


WHEREAS, the Issuer
and the Trustee entered into an Indenture, dated as of June 1, 1997, as amended and supplemented by, among other things, the Fifth
Supplemental Indenture dated as of February 13, 2018 between the Issuer and the Trustee (as so amended and supplemented, the “Original
Indenture”), pursuant to which one or more series of debt securities of the Issuer (the “Securities”)
may be issued from time to time; and


 


WHEREAS, Section 2.3
of the Original Indenture permits the terms of any series of Securities to be established in an indenture supplemental to the Original
Indenture; and


 


WHEREAS, the Issuer
now desires to provide for the issuance of a series of its unsecured, subordinated debt securities pursuant to the Original Indenture;
and


 


WHEREAS, Section 8.1(e)
of the Original Indenture provides that a supplemental indenture may be entered into by the Issuer and the Trustee without the
consent of any Holder (as defined in the Original Indenture) of the Securities to establish the form and terms of the Securities
of any series; and


 


WHEREAS, the Issuer
has requested the Trustee to join with it in the execution and delivery of this Ninth Supplemental Indenture in order to supplement
and amend the Original Indenture by, among other things, establishing the form and terms of a series of Securities to be known
as the Issuer’s “4.75% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2050” (the “New Notes”),
providing for the issuance of the New Notes and amending and adding certain provisions thereof for the benefit of the Holders of
the New Notes; and


 


WHEREAS, the Issuer
and the Trustee desire to enter into this Ninth Supplemental Indenture for the purposes set forth in Section 2.3 and Section 8.1(e)
of the Original Indenture as referred to above; and


 


WHEREAS, the Issuer
has furnished the Trustee with a copy of the resolutions of its Board of Directors certified by its Secretary or Assistant Secretary
authorizing the execution of this Ninth Supplemental Indenture; and


 


WHEREAS, all things
necessary to make this Ninth Supplemental Indenture a valid agreement of the Issuer and the Trustee and a valid supplement to the
Original Indenture have been done;


 


NOW, THEREFORE, for
and in consideration of the premises and the purchase of the New Notes to be issued hereunder by Holders thereof, the Issuer and
the Trustee mutually covenant and agree, for the equal and proportionate benefit of the respective Holders from time to time of
the New Notes, as follows:


 






    


     


    

 


ARTICLE I

STANDARD PROVISIONS; DEFINITIONS


 


SECTION 1.01. Standard
Provisions. The Original Indenture together with this Ninth Supplemental Indenture and all previous indentures supplemental
thereto entered into pursuant to the applicable terms thereof are hereinafter sometimes collectively referred to as the “Indenture.”
All capitalized terms which are used herein and not otherwise defined herein are defined in the Original Indenture and are used
herein with the same meanings as in the Original Indenture.


 


SECTION 1.02. Definitions.


 


(a)       The
following terms have the meanings set forth in the Sections hereof set forth below:


 


	Term	Section
	Adjusted Treasury Rate	2.04
	Comparable Treasury Issue	2.04
	Comparable Treasury Price	2.04
	Compound Interest	2.03
	Current Criteria	2.04
	Deferred Interest	2.03
	Depositary	Article VI
	DTC	2.03
	Events of Default	4.01
	Extension Period	2.03
	First Reset Date	2.03
	Five-Year Treasury Rate	2.04
	Global Note	Article VI
	H.15	2.04
	Indenture	1.01; 2.04
	Initial Par Call Period	2.04
	Interest Payment Date	2.03
	Issuer	Preamble; 2.03
	Ministerial Action	2.01(e); 2.04
	Most Recent H.15	2.04
	New Notes	Recitals; 2.04
	Ninth Supplemental Indenture	Preamble
	Original Indenture	Recitals
	Original Issue Date	2.03
	Place of Payment	2.03
	Primary Treasury Dealer	2.04
	Rating Agency	2.04
	Rating Agency Event	2.04
	Record Date	2.03
	Reference Treasury Dealer	2.04
	Reference Treasury Dealer Quotations	2.04
	Reset Date	2.04
	Reset Interest Determination Date	2.04
	Reset Period	2.04
	Securities	Recitals
	Stated Maturity	2.03
	Tax Event	2.04
	Trustee	Preamble; 2.04


 






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(b)       Section
1.1 of the Original Indenture is amended to insert the new definitions solely applicable to the New Notes and to replace, solely
with respect to the New Notes (but not with respect to any other series of Securities), any existing definitions (as applicable)
in the Original Indenture, in the appropriate alphabetical sequence, as follows:


 


“Calculation
Agent” means any Person, which may be the Issuer or any of the Issuer’s Affiliates, appointed by the Issuer from
time to time to act as calculation agent with respect to the New Notes.


 


“Capital Lease
Obligation” of a Person means any obligation that is required to be classified and accounted for as a capital lease on
the face of a balance sheet of such Person prepared in accordance with generally accepted accounting principles; the amount of
such obligation shall be the capitalized amount thereof, determined in accordance with generally accepted accounting principles;
the stated maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the
first date upon which such lease may be terminated by the lessee without payment of a penalty; and such obligation shall be deemed
secured by a Lien on any property or assets to which such lease relates.


 


“Capital Stock”
means any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests
in (however designated) corporate stock, including any Preferred Stock or Letter Stock.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended from time to time, and any successor legislation.


 


“Indebtedness”
of any Person means, without duplication:


 


(i)       the
principal (including any premium) in respect of (A) indebtedness of such Person for money borrowed and (B) indebtedness evidenced
by notes, debentures, bonds or other similar instruments for the payment of which such Person is responsible or liable;


 


(ii)       all
Capital Lease Obligations of such Person;


 


(iii)       all
obligations of such Person issued or assumed as the deferred purchase price of property, all conditional sale obligations and all
obligations under any title retention agreement (but excluding trade accounts payable arising in the ordinary course of business);


 


(iv)       all
obligations of such Person for the reimbursement of any obligor on any letter of credit, bankers’ acceptance or similar credit
transaction (other than obligations with respect to letters of credit securing obligations (other than obligations described in
clauses (i) through (iii) above) entered into in the ordinary course of business of such Person to the extent such letters of credit
are not drawn upon or, if and to the extent drawn upon, such drawing is reimbursed no later than the third Business Day following
receipt by such Person of a demand for reimbursement following payment on the letter of credit);


 


(v)       all
obligations of the type referred to in clauses (i) through (iv) above of other Persons and all dividends of other Persons for the
payment of which, in either case, such Person is responsible or liable as obligor, guarantor or otherwise; and


 


(vi)       all
obligations of the type referred to in clauses (i) through (v) above of other Persons secured by any Lien on any property or asset
of such Person (whether or not such obligation is assumed by such Person), the amount of such obligation being deemed to be the
lesser of the value of such property or assets or the amount of the obligation so secured.


 






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“Indebtedness
Ranking Equally with the New Notes” means Indebtedness, to the extent the Indebtedness specifically by its terms ranks
equally with and not prior to or junior to the New Notes in the right of payment upon the happening of the dissolution, winding-up,
liquidation or reorganization of the Issuer. The securing of any Indebtedness otherwise constituting Indebtedness Ranking Equally
with the New Notes will not prevent the Indebtedness from constituting Indebtedness Ranking Equally with the New Notes.


 


“Indebtedness
Ranking Junior to the New Notes” means any Indebtedness, to the extent the Indebtedness specifically by its terms ranks
junior to and not equally with or prior to:


 


		(i)	the New Notes, and



 


		(ii)	any other Indebtedness Ranking Equally with the New Notes,



 


in the right of payment upon the happening
of the dissolution, winding-up, liquidation or reorganization of the Issuer. The securing of any Indebtedness otherwise constituting
Indebtedness Ranking Junior to the New Notes will not prevent the Indebtedness from constituting Indebtedness Ranking Junior to
the New Notes.


 


“Letter Stock”,
as applied to the Capital Stock of any corporation, means Capital Stock of any class or classes (however designated) which is intended
to reflect the separate performance of certain of the businesses or operations conducted by such corporation or any of its subsidiaries.


 


“Lien”
means any lien, mortgage, pledge, security interest, conditional sale, title retention agreement or other charge or encumbrance
of any kind, or any other type of arrangement intended or having the effect of conferring upon a creditor of the Issuer or any
Subsidiary a preferential interest.


 


“Paying Agent”
means any Person authorized by the Issuer to pay the principal of (including premium, if any) or interest on any of the New Notes
on behalf of the Issuer. Initially, the Paying Agent shall be the Trustee.


 


“Predecessor
New Note” of any particular New Note means every previous New Note evidencing all or a portion of the same debt as that
evidenced by such particular New Note; and, for the purposes of the definition, any New Note authenticated and made available for
delivery under Section 2.9 of the Original Indenture in exchange for or in lieu of a mutilated, destroyed, lost or stolen New Note
shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen New Note.


 


“Preferred
Stock”, as applied to the Capital Stock of any corporation, means Capital Stock of any class or classes (however designated)
that is preferred as to the payment of dividends, or as to the distribution of assets upon any voluntary or involuntary liquidation
or dissolution of such corporation, over shares of Capital Stock of any other class of such corporation.


 


“Rights Plan”
means a plan of the Issuer providing for the issuance by the Issuer to all holders of the Issuer’s Capital Stock of rights
entitling them to subscribe for or purchase such Capital Stock, which rights (i) are deemed to be transferred with such Capital
Stock, (ii) are not exercisable and (iii) are also issued in respect of future issuances of Capital Stock, in each case until the
occurrence of a specified event or events.


 


“Securities
Act” means the Securities Act of 1933, as amended from time to time, and any successor legislation.


 






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“Senior Indebtedness”
means the principal of (including premium, if any) and interest on the following, whether outstanding on the date hereof or thereafter
incurred, created or assumed: (i) indebtedness of the Issuer for money borrowed by the Issuer or evidenced by debentures, notes,
bankers’ acceptances or other corporate debt securities, or similar instruments issued by the Issuer (in each case, other
than the New Notes or any other Subordinated Securities); (ii) all capital lease obligations of the Issuer; (iii) all obligations
of the Issuer issued or assumed as the deferred purchase price of property, all conditional sale obligations of the Issuer and
all obligations of the Issuer under any title retention agreement (but excluding trade accounts payable arising in the ordinary
course of business); (iv) obligations with respect to letters of credit; (v) all indebtedness of others of the type referred to
in clauses (i) though (iv) assumed by or guaranteed in any manner by the Issuer or in effect guaranteed by the Issuer; (vi) all
obligations of the type referred to in clauses (i) through (v) of other Persons secured by any lien on any property or asset of
the Issuer (whether or not such obligation is assumed by the Issuer), except for (1) any such indebtedness that is by its terms
subordinated to or pari passu with the New Notes, as the case may be, and (2) any indebtedness between or among the Issuer
and its Affiliates; and/or (vii) renewals, extensions or refundings of any of the indebtedness referred to in the preceding clauses
unless, in the case of any particular indebtedness, renewal, extension or refunding, under the express provisions of the instrument
creating or evidencing the same or the assumption or guarantee of the same, or pursuant to which the same is outstanding, such
indebtedness or such renewal, extension or refunding thereof is not superior in right of payment to the New Notes (or any other
Subordinated Securities).


 


“Subordinated
Securities” has the meaning set forth in Section 12.1(a) of the Original Indenture.


 


ARTICLE II

DESIGNATION AND TERMS OF THE NEW NOTES; FORMS


 


SECTION 2.01. Establishment
of Series.


 


(a)       There
is hereby created a series of Securities to be known and designated as the “4.75% Fixed-to-Fixed Reset Rate Junior Subordinated
Notes due 2050” to be issued in aggregate principal amount of $500,000,000. Additional Securities, without limitation as
to amount, having substantially the same terms as the New Notes (except a different issue date, a different issue price and bearing
interest from the last Interest Payment Date to which interest has been paid or duly provided for on the New Notes, and, if no
interest has been paid, from the Original Issue Date), may also be issued by the Issuer pursuant to the Indenture without the consent
of the existing Holders of the New Notes; provided, that such additional Securities must be part of the same issue as the
New Notes for U.S. federal income tax purposes or, if they are not part of the same issue for such purposes, such additional Securities
must be issued with a separate CUSIP number. Such additional Securities shall be part of the same series as the New Notes. The
Stated Maturity of the New Notes is June 1, 2050; the principal amount of the New Notes shall be payable on such date unless the
New Notes are earlier redeemed in accordance with the terms of the Indenture.


 


(b)       The
New Notes, until the principal thereof is paid or made available for payment, will bear interest (i) from the Original Issue Date
to, but not including, the First Reset Date at the rate of 4.750% per annum and (ii) from and including the First Reset
Date, during each Reset Period, at a rate per annum equal to the Five-Year Treasury Rate as of the most recent Reset Interest
Determination Date, plus 4.116%, to be reset on each Reset Date. Interest will be payable semi-annually on each Interest Payment
Date and at Maturity, as provided and subject to the terms contained in the form of the New Note in Section 2.03 and Section 2.04
hereof (including the right of the Issuer to defer interest payable on the New Notes as set forth in Section 2.03 hereof).


 


(c)       The
Record Date referred to in Section 2.3(f)(4) of the Original Indenture for the payment of the interest on any New Note payable
on any Interest Payment Date (other than on the Stated Maturity) shall be the date 15 calendar days immediately preceding the applicable
Interest Payment Date (whether or not a Business Day) except that interest payable on the Stated Maturity shall be paid to the
Person to whom the principal amount is paid.


 


(d)       The
payment of the principal of (including premium, if any) and interest on the New Notes shall not be secured by a security interest
in any property.


 






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(e)       The
New Notes shall be redeemable at the option of the Issuer as follows:


 


(i)       in
whole or in part, at any time and from time to time on or after June 1, 2025, other than for this purpose during the Initial Par
Call Period or on any subsequent Reset Date, at a redemption price equal to the greater of the following amounts:


 


(1)     100%
of the principal amount of such New Notes being redeemed on such date of redemption; or


 


(2)     the
sum of the present values of the remaining scheduled payments of principal of and interest on such New Notes being redeemed on
such date of redemption


 


that would be due if such New
Notes matured on the next succeeding Reset Date (not including any portion of any payments of interest accrued to such redemption
date) discounted to such redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at
the Adjusted Treasury Rate, plus 50 basis points, as determined by a Reference Treasury Dealer appointed by the Issuer for such
purpose;


 


plus, in each case of items (1)
and (2), accrued and unpaid interest, if any, thereon to, but not including, such redemption date;


 


(ii)       in
whole or in part, during the Initial Par Call Period or on any subsequent Reset Date, at a redemption price equal to 100% of the
principal amount of such New Notes being redeemed, plus accrued and unpaid interest, if any, thereon to, but not including, the
date of redemption;


 


(iii)       in
whole but not in part, at any time within 90 days following the occurrence and continuation of a Tax Event, at a redemption price
equal to 100% of the principal amount of the New Notes, plus accrued and unpaid interest, if any, thereon to, but not including,
the date of redemption; and


 


(iv)       in
whole but not in part, at any time within 90 days following the conclusion of any review or appeal process instituted by the Issuer
at any time following the occurrence and continuation of a Rating Agency Event, at a redemption price equal to 102% of the principal
amount of the New Notes, plus accrued and unpaid interest, if any, thereon to, but not including, the date of redemption.


 


The Issuer’s
right to redeem the New Notes under clause (iii) above shall be subject to the condition that if at the time there is available
to the Issuer the opportunity to eliminate a Tax Event, within 90 days following the occurrence and continuation of such Tax Event,
by taking some ministerial action (“Ministerial Action”), such as filing a form or making an election, or pursuing
some other similar reasonable measure that will have no adverse effect on the Issuer or the Holders of the New Notes and will involve
no material cost, the Issuer shall pursue such measures in lieu of redemption; provided further, that the Issuer shall have
no right to redeem the New Notes while the Issuer is pursuing any such Ministerial Action.


 


The Trustee may rely
on an Officers’ Certificate stating that a Tax Event or Rating Agency Event, as the case may be, has occurred and shall have
no responsibility to monitor or determine whether or not such an event has occurred.


 


In connection with
any redemption of any New Notes, other than during the Initial Par Call Period or on any subsequent Reset Date, the Issuer shall
give the Trustee notice of the redemption price promptly after the calculation thereof and the Trustee shall not be responsible
for such calculation.


 


(f)       The
New Notes shall not be convertible.


 


(g)       The
New Notes shall be subordinated to the payment of Senior Indebtedness as provided in Article III of this Ninth Supplemental Indenture,
and the provisions of Article Twelve of the Original Indenture shall apply to the New Notes.


 






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(h)       The
Issuer will not pay any additional amounts on the New Notes held by a Person who is not a U.S. person (as defined in Regulation
S under the Securities Act) in respect of any tax, assessment or government charge withheld or deducted.


 


(i)       The
events specified as Events of Default with respect to the New Notes shall only include the events specified in Article IV hereof,
which shall supersede the “Events of Default” set forth in Section 5.1 of the Original Indenture. In addition to the
covenants set forth in Article Three of the Original Indenture, the Holders of the New Notes shall have the benefit of the covenants
of the Issuer set forth in Article IV hereof.


 


(j)       The
New Notes are issuable only in registered form without coupons in minimum denominations of $2,000 and any integral multiple of
$1,000 in excess thereof.


 


(k)       The
provisions of Article V and Article VI hereof shall apply to the New Notes as specified therein.


 


(l)       The
Place of Payment for the New Notes shall be determined in accordance with Section 3.2 of the Original Indenture and shall initially
be the Corporate Trust Office of the Trustee.


 


(m)       The
New Notes shall have such additional terms and provisions as set forth in Sections 2.03 and 2.04 hereof.


 


SECTION 2.02. Forms
Generally. The New Notes and Trustee’s certificate of authentication shall be in substantially the form set forth in
this Article II, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by
the Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon
as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers
executing such New Notes, as evidenced by their execution thereof.


 


The definitive New
Notes shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined
by the officers executing such New Notes, as evidenced by their execution thereof.


 


SECTION 2.03. Form
of Face of New Note.


 


THIS SECURITY IS A
GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE OF A DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY
OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY.


 


BY ITS PURCHASE, ACCEPTANCE
AND HOLDING OF THIS SECURITY, EACH PURCHASER AND SUBSEQUENT TRANSFEREE WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER
(I) NO PORTION OF THE ASSETS USED BY SUCH PURCHASER OR TRANSFEREE TO ACQUIRE AND HOLD THIS SECURITY CONSTITUTES ASSETS OF ANY EMPLOYEE
BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”)),
THAT IS SUBJECT TO TITLE I OF ERISA, ANY PLAN (AS DEFINED IN SECTION 4975(E)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
(THE “CODE”)) THAT IS SUBJECT TO SECTION 4975 OF THE CODE, OR ANY ENTITY DEEMED TO HOLD ANY PLAN ASSETS OF THE FOREGOING
BY VIRTUE OF SUCH EMPLOYEE BENEFIT PLAN’S OR PLAN’S INVESTMENT IN THE ENTITY (EACH, A “PLAN”) OR A PLAN
THAT IS SUBJECT TO ANY FEDERAL, STATE, LOCAL OR OTHER LAW THAT IS SUBSTANTIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA AND
THE CODE (“SIMILAR LAW”) OR (II) THE PURCHASE, ACCEPTANCE AND HOLDING OF THIS SECURITY BY SUCH PURCHASER OR TRANSFEREE
WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR,
IN THE CASE OF A PLAN THAT IS SUBJECT TO SIMILAR LAW, A VIOLATION UNDER ANY SUCH SIMILAR LAW. “PLAN ASSETS” HAS THE
MEANING GIVEN TO IT BY SECTION 3(42) OF ERISA AND REGULATIONS OF THE U.S. DEPARTMENT OF LABOR, BUT ALSO INCLUDES ASSETS OF AN EMPLOYEE
BENEFIT PLAN (WITHIN THE MEANING OF SECTION 3(3) OF ERISA) SUBJECT TO LAWS OR REGULATIONS THAT ARE SUBSTANTIALLY SIMILAR TO SECTION
406 OF ERISA OR SECTION 4975 OF THE CODE.


 






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Unless this Global
Note is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”),
to CMS Energy Corporation or its agent for registration of transfer, exchange or payment, and any certificate issued is registered
in the name of a nominee of DTC or in such other name as is requested by an authorized representative of DTC (and any payment is
made to such nominee of DTC or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE
OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof has an interest
herein.


 


CMS ENERGY CORPORATION

4.75% FIXED-TO-FIXED RESET RATE JUNIOR SUBORDINATED NOTE DUE 2050


 


	No. _	 	 	 	$___________




 


CUSIP No.: 125896 BU3


 


ISIN No.: US125896BU39


 


CMS Energy
Corporation, a corporation duly organized and existing under the laws of the State of Michigan (herein called the
 “Issuer”, which term includes any successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of ____________Dollars on June
1, 2050 (“Stated Maturity”) and to pay interest thereon from May 28, 2020 (the “Original Issue
Date”) or from the most recent Interest Payment Date to which interest has been paid or duly provided for,
semi-annually in arrears on June 1 and December 1 in each year, commencing on December 1, 2020 (each an “Interest
Payment Date”), to the Persons in whose names the New Notes are registered at 5:00 p.m., New York City time, on the
date 15 calendar days immediately preceding the applicable Interest Payment Date (whether or not a Business Day) (each a
 “Record Date”), and on the Stated Maturity, to the Person to whom the principal amount is paid, (i) from
the Original Issue Date to, but not including, June 1, 2030 (the “First Reset Date”) at the rate of 4.750% per
annum and (ii) from and including the First Reset Date, during each Reset Period, at a rate per annum equal to the
Five-Year Treasury Rate as of the most recent Reset Interest Determination Date, plus 4.116%, to be reset on each Reset Date,
until the principal hereof is paid or made available for payment. The amount of interest payable on any Interest Payment Date
shall be computed on the basis of a 360-day year of twelve 30-day months and, for any period shorter than six months, on the
basis of the actual number of days elapsed per 30-day month. Any such interest not so punctually paid or duly provided for
will forthwith cease to be payable to the Holder on such Record Date and may either be paid to the Person in whose name this
New Note (or one or more Predecessor New Notes) is registered at 5:00 p.m., New York City time, on a subsequent record date
(which shall be not less than five Business Days prior to the date of payment of such defaulted interest) for the payment of
such defaulted interest to be fixed by the Trustee, notice whereof shall be given to Holders of New Notes not less than 15
calendar days preceding such subsequent Record Date. All references in this New Note to interest shall include Compound
Interest, if any.


 


Unless the Issuer has
validly redeemed all outstanding New Notes as of the First Reset Date, the Issuer shall appoint a Calculation Agent with respect
to the New Notes prior to the Reset Interest Determination Date preceding the First Reset Date. The applicable interest rate for
each Reset Period will be determined by the Calculation Agent as of the applicable Reset Interest Determination Date. Promptly
upon such determination, the Calculation Agent shall notify the Issuer of the interest rate for the relevant Reset Period and the
Issuer shall then promptly notify the Trustee and Paying Agent in writing of such interest rate. The Calculation Agent’s
determination of any interest rate and its calculation of the amount of interest for any Reset Period beginning on or after the
First Reset Date will be conclusive and binding absent manifest error, may be made in the Calculation Agent’s sole discretion
and, notwithstanding anything to the contrary in the Indenture or this New Note, will become effective without consent from any
other person or entity. Such determination of any interest rate and calculation of the amount of interest will be on file at the
Issuer’s principal offices and will be made available to any Holder of the New Notes upon request.


 






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So long as no
Event of Default with respect to this New Note has occurred and is continuing, the Issuer shall have the right, at any time
and from time to time, to defer payments of interest on this New Note by extending the interest payment period of such New
Note for a period not exceeding 20 consecutive semi-annual periods (an “Extension Period”), during which
Extension Period no interest shall be due and payable; except that no Extension Period may extend beyond the Stated Maturity.
To the extent permitted by applicable law, interest, the payment of which has been deferred because of the extension of the
interest payment period pursuant to this paragraph, will bear interest thereon at a rate equal to the then-applicable
interest rate on this New Note, including as reset on any Reset Date during the Extension Period, compounded semi-annually
for each semi-annual period of the Extension Period (“Compound Interest”). At the end of the Extension
Period, the Issuer shall pay all interest accrued and unpaid on this New Note, including any Compound Interest (together,
 “Deferred Interest”), that shall be payable to the Holder in whose name the New Note is registered in the
Security Register on the Record Date for the first Interest Payment Date after the end of the Extension Period. Before the
termination of any Extension Period, the Issuer may shorten or further extend such period, provided that such Extension
Period as extended shall not exceed 20 consecutive semi-annual periods, or extend beyond the Stated Maturity or redemption
date, if earlier, of this New Note. Upon the termination of any Extension Period and upon the payment of all Deferred
Interest then due, the Issuer may commence a new Extension Period, subject to the foregoing requirements. No interest shall
be due and payable during an Extension Period, except at the end thereof, but the Issuer may prepay at any time all or any
portion of the interest accrued during an Extension Period.


 


The Issuer shall give
the Holder of this New Note and the Trustee written notice of its selection of such Extension Period or any shortening or extension
thereof at least ten Business Days before the next succeeding Interest Payment Date. The semi-annual period in which any notice
is given pursuant to this paragraph shall be counted as one of the 20 semi-annual periods permitted in the maximum Extension Period
permitted under the preceding paragraph.


 


Payment of the principal
of (including premium, if any) and interest on this New Note will be made at the office or agency of the Issuer maintained for
that purpose (the “Place of Payment”), in such coin or currency of the United States of America as at the time
of payment is legal tender for payment of public and private debts; provided, however, that at the option of the
Issuer payment of interest (other than interest payable at Maturity) may be made by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register or by wire transfer to an account designated by such Person not later
than five Business Days prior to the related Record Date. The initial Place of Payment shall be the Trustee’s Corporate Trust
Office.


 


Reference is hereby
made to the further provisions of this New Note set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.


 


Unless the certificate
of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this New Note
shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.


 


IN WITNESS WHEREOF,
the Issuer has caused this instrument to be duly executed.


 






    9


     


    

 


Dated:


 


	 	CMS ENERGY CORPORATION
	 	 
	 	 
	 	By	                 
	 	Its:	 
	 	 
	 	 
	 	By	 
	 	Its:




 


SECTION 2.04. Form
of Reverse of New Note.


 


This 4.75% Fixed-to-Fixed
Reset Rate Junior Subordinated Note due 2050 is one of a duly authorized issue of securities of the Issuer (herein called the “New
Notes”), issued and to be issued under an Indenture, dated as of June 1, 1997 (as supplemented by the Fifth Supplemental
Indenture, dated as of February 13, 2018 and the Ninth Supplemental Indenture, dated as of May 28, 2020 and as further amended
or supplemented from time to time, the “Indenture”), between the Issuer and The Bank of New York Mellon, a New
York banking corporation, as Trustee (herein called the “Trustee”, which term includes any successor trustee
under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of the Issuer, the Trustee, and the Holders of the New
Notes and of the terms upon which the New Notes are, and are to be, authenticated and made available for delivery. This New Note
is one of the series designated on the face hereof, issued in an initial aggregate principal amount of $_____________. Additional
Securities, without limitation as to amount, having substantially the same terms as the New Notes (except a different issue date,
a different issue price and bearing interest from the last Interest Payment Date to which interest has been paid or duly provided
for on the New Notes, and, if no interest has been paid, from the Original Issue Date), may also be issued by the Issuer pursuant
to the Indenture without the consent of the existing Holders of the New Notes; provided, that such additional Securities
must be part of the same issue as the New Notes for U.S. federal income tax purposes or, if they are not part of the same issue
for such purposes, such additional Securities must be issued with a separate CUSIP number. Such additional Securities shall be
part of the same series as the New Notes.


 


Payment of the principal
of and interest on this New Note is, to the extent provided in the Indenture, subordinated and subject in right of payment to the
prior payment in full of all existing and future Senior Indebtedness of the Issuer and this New Note is issued subject to the provisions
of the Indenture with respect thereto. Each registered Holder of this New Note, by accepting the same, (a) agrees to and shall
be bound by such provisions, (b) authorizes and directs the Trustee on such Holder’s behalf to take such action as may be
necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee as such Holder’s
attorney-in-fact for any and all such purposes. Each registered Holder hereof, by such Holder’s acceptance hereof, hereby
waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior
Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions.


 






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The Issuer and, by
its acceptance of this New Note or a beneficial interest herein, the registered Holder of, and any Person that acquires a beneficial
interest in, this New Note agree that for United States federal, state and local tax purposes it is intended that this New Note
constitute indebtedness, and each of the Issuer and the Holder of, and any Person that acquires a beneficial interest in, this
New Note agrees to treat this New Note as indebtedness for United States federal income tax purposes.


 


No sinking fund is
provided for the New Notes, and the New Notes shall not be subject to redemption or repurchase at the option of the Holder.


 


The New Notes are
subject to redemption at the option of the Issuer, in whole or in part, at any time and from time to time, on or after June 1,
2025, other than for this purpose during the Initial Par Call Period or on any subsequent Reset Date, at a redemption price equal
to the greater of the following amounts:


 


(i)    100%
of the principal amount of such New Notes being redeemed on such date of redemption; or


 


(ii)   the
sum of the present values of the remaining scheduled payments of principal of and interest on such New Notes being redeemed on
such date of redemption that would be due if such New Notes matured on the next succeeding Reset Date (not including any portion
of any payments of interest accrued to such redemption date) discounted to such redemption date on a semi-annual basis (assuming
a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus 50 basis points, as determined by a Reference
Treasury Dealer appointed by the Issuer for such purpose;


 


plus, in each case of items (i) and (ii),
accrued and unpaid interest, if any, thereon to, but not including, such redemption date.


 


The New Notes are
subject to redemption at the option of the Issuer, in whole or in part, during the Initial Par Call Period or on any subsequent
Reset Date, at a redemption price equal to 100% of the principal amount of such New Notes being redeemed, plus accrued and unpaid
interest, if any, thereon to, but not including, the date of redemption.


 


The New Notes are
subject to redemption at the option of the Issuer, in whole but not in part, at any time within 90 days following the occurrence
and continuation of a Tax Event, at a redemption price equal to 100% of the principal amount of the New Notes, plus accrued and
unpaid interest, if any, thereon to, but not including, the date of redemption. The Issuer’s right to redeem the New Notes
due to a Tax Event under this paragraph shall be subject to the condition that if at the time there is available to the Issuer
the opportunity to eliminate a Tax Event, within 90 days following the occurrence and continuation of such Tax Event, by taking
some ministerial action (“Ministerial Action”), such as filing a form or making an election, or pursuing some
other similar reasonable measure that will have no adverse effect on the Issuer or the Holders of the New Notes and will involve
no material cost, the Issuer shall pursue such measures in lieu of redemption; provided further, that the Issuer shall have no
right to redeem the New Notes while the Issuer is pursuing any such Ministerial Action.


 






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The New Notes are
subject to redemption at the option of the Issuer, in whole but not in part, at any time within 90 days following the conclusion
of any review or appeal process instituted by the Issuer at any time following the occurrence and continuation of a Rating Agency
Event, at a redemption price equal to 102% of the principal amount of the New Notes, plus accrued and unpaid interest, if any,
thereon to, but not including, the date of redemption.


 


In the event that
the Issuer elects to redeem any New Notes in accordance with the foregoing, any installment of interest for which the Interest
Payment Date is on or prior to the relevant date of redemption will be payable to the Holder of record at the close of business
on the relevant Record Date referred to on the face hereof, all as provided in the Indenture.


 


In connection with
any redemption of any New Notes, other than during the Initial Par Call Period or on any subsequent Reset Date, the Issuer shall
give the Trustee notice of the redemption price promptly after the calculation thereof and the Trustee shall not be responsible
for such calculation.


 


If less than all of
the New Notes are to be redeemed and (i) the New Notes are in global form, interests in the New Notes to be redeemed shall be
selected for redemption by DTC in accordance with DTC’s standard procedures therefor or (ii) the New Notes are in definitive
form, the New Notes to be redeemed shall be selected by lot. Notice of redemption shall be given not less than 10 nor more than
60 days prior to the date fixed for redemption to the Holders of the New Notes to be redeemed (which, as long as the New Notes
are held in the book-entry only system, will be DTC (or its nominee) or a successor depositary (or the successor’s nominee));
provided, however, that the failure to duly give such notice, or any defect therein, shall not affect the validity
of any proceedings for the redemption of the New Notes as to which there shall have been no such failure or defect. On and after
the date fixed for redemption (unless the Issuer shall default in the payment of the New Notes or portions thereof to be redeemed
at the applicable redemption price, together with accrued and unpaid interest, if any, thereon to, but not including, such redemption
date), interest on the New Notes or the portions thereof so called for redemption shall cease to accrue.


 


If an Event of Default
with respect to this New Note shall occur and be continuing, the principal of this New Note may be declared due and payable in
the manner and with the effect provided in the Indenture.


 


In any case where
any Interest Payment Date, redemption date, Stated Maturity or Maturity of any New Note shall not be a Business Day, then (notwithstanding
any other provision of the Indenture or this New Note) payment of interest or principal (including premium, if any) 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 Interest
Payment Date, redemption date or Stated Maturity or at Maturity; provided that no interest shall accrue on the amount so
payable for the period from and after such Interest Payment Date, redemption date, Stated Maturity or Maturity, as the case may
be, to such Business Day.


 






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The Trustee and the
Paying Agent shall return to the Issuer upon written request any money or property held by them for the payment of any amount
with respect to the New Notes that remains unclaimed for three years, provided, however, that the Trustee or such Paying
Agent, before being required to make any such return, shall at the expense of the Issuer mail to each such Holder notice that
such money or property remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the
date of such mailing, any unclaimed money or property then remaining shall be returned to the Issuer. After return to the Issuer,
Holders entitled to the money or property must look to the Issuer for payment as general creditors unless an applicable abandoned
property law designates another Person.


 


The provisions relating
to defeasance and covenant defeasance in Article Ten of the Indenture shall not apply to the New Notes (but otherwise Article
Ten of the Original Indenture shall apply to the New Notes, including Section 10.1(A) of the Original Indenture).


 


The Indenture permits,
with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer
and the rights of the Holders of all outstanding New Notes under the Indenture at any time by the Issuer and the Trustee with
the consent of the Holders of not less than a majority in principal amount of Securities of all series (including the New Notes)
then outstanding and affected (voting as one class).


 


The Indenture permits
the Holders of a majority in principal amount of Securities of all series at the time outstanding with respect to which a default
shall have occurred and be continuing (voting as one class) to waive on behalf of the Holders of all outstanding Securities of
such series any past default by the Issuer, provided that no such waiver may be made with respect to a default in the payment
of the principal of or the interest on any Security of such series, the default in the payment of the redemption price with respect
to the New Notes, or the default by the Issuer in respect of certain covenants or provisions of the Indenture, the modification
or amendment of which must be consented to by the Holder of each outstanding Security of each series affected.


 


As set forth in, and
subject to, the provisions of the Indenture, no Holder of any New Note will have any right to institute any proceeding with respect
to the Indenture or for any remedy thereunder, unless such Holder shall have previously given to the Trustee written notice of
a continuing Event of Default, the Holders of not less than 25% in principal amount of the outstanding Securities of each affected
series (voting as one class) shall have made written request, and offered reasonable indemnity against costs, expenses and liabilities,
to the Trustee to institute such proceeding as trustee, and the Trustee shall not have received from the Holders of a majority
in principal amount of the outstanding Securities of each affected series (voting as one class) a direction inconsistent with
such request and shall have failed to institute such proceeding within 60 days; provided, however, that such limitations
do not apply to a suit instituted by the Holder hereof for the enforcement of payment of the principal of (including premium,
if any) or any interest on this New Note on or after the respective due dates expressed herein.


 


No reference herein
to the Indenture and no provision of this New Note or of the Indenture shall alter or impair the obligation of the Issuer, which
is absolute and unconditional, to pay the principal of (including premium, if any) and interest on this New Note at the times,
place and rate, and in the coin or currency, herein prescribed.


 






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As provided in the
Indenture and subject to certain limitations therein set forth, the transfer of this New Note is registrable in the Security Register,
upon surrender of this New Note for registration of transfer at the office or agency of the Issuer in any place where the principal
of (including premium, if any) and interest on this New Note are payable, duly endorsed by, or accompanied by a written instrument
of transfer in form satisfactory to the Issuer and the Security Registrar duly executed by, the Holder hereof or such Holder’s
attorney duly authorized in writing, and thereupon one or more new New Notes of this series and of like tenor, of authorized denominations
and for the same aggregate principal amount, will be issued to the designated transferee or transferees.


 


The New Notes are
issuable only in registered form without coupons in minimum denominations of $2,000 and any integral multiple of $1,000 in excess
thereof. As provided in the Indenture and subject to certain limitations therein set forth, New Notes are exchangeable for a like
aggregate principal amount of New Notes and of like tenor of a different authorized denomination, as requested by the Holder surrendering
the same.


 


No service charge
shall be made for any such registration of transfer or exchange, but the Issuer may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.


 


The Issuer shall not
be required to (i) issue, exchange or register the transfer of this New Note for a period of 15 days next preceding the first
mailing or publication of the notice of redemption of New Notes or (ii) exchange or register the transfer of any New Note or any
portion thereof selected, called or being called for redemption, except in the case of any New Note to be redeemed in part, the
portion thereof not so to be redeemed.


 


Prior to due presentment
of this New Note for registration of transfer, the Issuer, the Trustee and any agent of the Issuer or the Trustee may treat the
Person in whose name this New Note is registered as the owner hereof for all purposes, whether or not this New Note be overdue,
and neither the Issuer, the Trustee nor any such agent shall be affected by notice to the contrary.


 


All terms used in
this New Note without definition which are defined in the Indenture shall have the meanings assigned to them in the Indenture.
In case of any conflict between this New Note and the Indenture, the provisions of the Indenture shall control.


 


“Adjusted Treasury
Rate” means, with respect to any applicable redemption date, the rate per annum equal to the semi-annual equivalent
yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage
of its principal amount) equal to the Comparable Treasury Price for such redemption date.


 


“Comparable Treasury
Issue” means the U.S. Treasury security selected by a Reference Treasury Dealer appointed by the Issuer for such purpose
as having a maturity comparable to the remaining term of such New Notes being redeemed (assuming for this purpose that such New
Notes matured on the next succeeding Reset Date) that would be utilized, at the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such New
Notes (assuming for this purpose that such New Notes matured on the next succeeding Reset Date).


 






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“Comparable Treasury
Price” means, with respect to any applicable redemption date, (i) if the Issuer obtains three or more Reference Treasury
Dealer Quotations, the average of such Reference Treasury Dealer Quotations for such redemption date, after excluding the highest
and lowest of such Reference Treasury Dealer Quotations, (ii) if the Issuer obtains two such Reference Treasury Dealer Quotations,
the average of such quotations, or (iii) if only one Reference Treasury Dealer Quotation is received by the Issuer, such quotation.


 


“Five-Year Treasury
Rate” means, as of any Reset Interest Determination Date, the average of the yields on actively traded U.S. Treasury
securities adjusted to constant maturity, for five-year maturities, for the most recent five Business Days appearing under the
caption “Treasury Constant Maturities” in the Most Recent H.15. If the Five-Year Treasury Rate cannot be determined
pursuant to the preceding sentence, the Calculation Agent, after consulting such sources as it deems comparable to any of the
foregoing calculations, or any such source as it deems reasonable from which to estimate the Five-Year Treasury Rate, will determine
the Five-Year Treasury Rate in its sole discretion, provided that if the Calculation Agent determines there is an industry-accepted
successor Five-Year Treasury Rate, then the Calculation Agent will use such successor rate. If the Calculation Agent has determined
a substitute or successor base rate in accordance with the foregoing, the Calculation Agent in its sole discretion may determine
the Business Day convention, the definition of Business Day and the Reset Interest Determination Date to be used and any other
relevant methodology for calculating such substitute or successor base rate, including any adjustment factor needed to make such
substitute or successor base rate comparable to the Five-Year Treasury Rate, in a manner that is consistent with industry-accepted
practices for such substitute or successor base rate.


 


“H.15” means
the daily statistical release designated as such, or any successor publication as determined by the Calculation Agent in its sole
discretion, published by the Board of Governors of the United States Federal Reserve System, and “Most Recent H.15”
means the H.15 published closest in time but prior to the close of business on the applicable Reset Interest Determination Date.


 


“Initial Par Call Period”
means the period from and including March 1, 2030 to and including the First Reset Date.


 


“Primary Treasury Dealer”
means a primary U.S. Government securities dealer in the United States.


 


“Rating Agency Event”
means a change in the methodology published by any nationally recognized statistical rating organization within the meaning of
Section 3(a)(62) of the Exchange Act (a “Rating Agency”) that currently publishes a rating for the Issuer in
assigning equity credit to securities such as this New Note, as such methodology was in effect on May 15, 2020 (the “Current
Criteria”), which change results in (i) any shortening of the length of time for which equity credit pertaining to the
New Notes would have been in effect had the current methodology not been changed or (ii) a lower equity credit being assigned
by such Rating Agency to the New Notes as of the date of such change than the equity credit that would have been assigned to the
New Notes as of the date of such change by such Rating Agency pursuant to its Current Criteria.


 






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“Reference Treasury
Dealer” means (i) Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC and RBC Capital Markets, LLC; provided,
however, that if any of the foregoing shall cease to be a Primary Treasury Dealer, the Issuer shall substitute therefor another
Primary Treasury Dealer; and (ii) any other Primary Treasury Dealer(s) selected by the Issuer.


 


“Reference Treasury
Dealer Quotations” means, with respect to each Reference Treasury Dealer and any applicable redemption date, the average
of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Issuer by such Reference Treasury Dealer at 5:00 p.m. (New York City time) on the third Business Day
preceding such redemption date.


 


“Reset Date”
means the First Reset Date and each date falling on the five-year anniversary of the preceding Reset Date.


 


“Reset Interest Determination
Date” means, in respect of any Reset Period, the day falling two Business Days prior to the beginning of such Reset
Period.


 


“Reset Period”
means the period from and including the First Reset Date to, but not including, the next following Reset Date and thereafter each
period from and including each Reset Date to, but not including, the next following Reset Date.


 


“Tax Event”
means receipt by the Issuer of an opinion of nationally recognized independent tax counsel experienced in such matters at any
time after the occurrence of any of the events set forth below to the effect that, as a result of:


 


		(i)	any
                                         amendment to or change or announced proposed change in the laws or regulations of the
                                         United States or any of its political subdivisions or taxing authorities affecting taxation;



 


		(ii)	any
                                         amendment to or change in an interpretation or application of such laws or regulations
                                         by any legislative body, court, governmental agency or regulatory authority; or



 


		(iii)	any
                                         official administration interpretation or official administrative pronouncement that
                                         provides for a position with respect to those laws or regulations that differs from the
                                         generally accepted position on the date of this Ninth Supplemental Indenture;



 


which amendment or change becomes
effective or proposed change, pronouncement, interpretation, action or decision is announced on or after May 15, 2020, there is
more than an insubstantial risk that interest payable on this New Note is not or within 90 days of the date of the opinion would
not be currently deductible as such interest accrues, in whole or in part, by the Issuer for United States federal income tax
purposes.


 


SECTION 2.05. Form
of Trustee’s Certificate of Authentication. The Trustee’s certificate of authentication shall be in substantially
the following form:


 


This is one of the
Securities of the series designated herein referred to in the within-mentioned Indenture.


 






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	 	THE BANK OF NEW YORK MELLON, as Trustee
	 	 
	Dated: _____________________	By	       
	 	Its: Authorized Signatory




 


SECTION 2.06. Rights
of Trustee. The Trustee shall not be deemed to have notice, or be charged with knowledge, of any event requiring notice under
the Indenture unless the Trustee shall have received from the Issuer or other requisite party such notice in writing.


 


ARTICLE III

SUBORDINATION OF NEW NOTES


 


The New Notes shall
constitute Subordinated Securities under the Original Indenture, and the provisions of Article Twelve of the Original Indenture
shall apply to the New Notes. The Issuer covenants and agrees, and each Holder of New Notes by his or her acceptance thereof likewise
covenants and agrees, that the indebtedness represented by the New Notes and the payment of the principal and interest, if any,
on the New Notes is subordinated and subject in right of payment, to the extent and in the manner provided in Article Twelve of
the Original Indenture, to the prior payment in full of all Senior Indebtedness. Subject to the extent provided in Article Twelve
of the Original Indenture, the New Notes will rank equally in right of payment to Indebtedness Ranking Equally with the New Notes
that the Issuer may issue from time to time.


 


ARTICLE IV

EVENTS OF DEFAULT

WITH RESPECT TO THE NEW NOTES; CERTAIN COVENANTS


 


SECTION 4.01. Definition.
The only “Events of Default” with respect to the New Notes shall be the following:


 


		(a)	default in the payment of any
                                         installment of interest upon any of the New Notes as and when the same shall become due
                                         and payable, (whether or not payment is prohibited by the provisions of Article Twelve
                                         of the Original Indenture), and continuance of such default for a period of 30 days;
                                         provided, however, that if the Issuer is permitted by the terms of the
                                         New Notes to defer the payment in question (including any Extension Period), the date
                                         on which such payment is due and payable shall be the date on which the Issuer is required
                                         to make payment following such deferral, if such deferral has been elected pursuant to
                                         the terms of the New Notes;



 


		(b)	default in the payment of all
                                         or any part of the principal of the New Notes as and when the same shall become due and
                                         payable (whether or not payment is prohibited by the provisions of Article Twelve of
                                         the Original Indenture), whether at Maturity, upon purchase by the Issuer at the option
                                         of the Holder, upon any redemption, by declaration or otherwise; provided, however,
                                         that if the Issuer is permitted by the terms of the New Notes to defer the payment in
                                         question (including any Extension Period), the date on which such payment is due and
                                         payable shall be the date on which the Issuer is required to make payment following such
                                         deferral, if such deferral has been elected pursuant to the terms of the New Notes;



 












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		(c)	a court having jurisdiction in
                                         the premises shall enter a decree or order for relief in respect of the Issuer in an
                                         involuntary case under any applicable bankruptcy, insolvency or other similar law now
                                         or hereafter in effect, adjudging the Issuer a bankrupt or insolvent, or approving as
                                         properly filed a petition seeking reorganization, arrangement, adjustment or composition
                                         of or in respect of the Issuer under any applicable law, or appointing a receiver, liquidator,
                                         assignee, custodian, trustee or sequestrator (or similar official) of the Issuer or for
                                         any substantial part of the property of the Issuer, or ordering the winding up or liquidation
                                         of the affairs of the Issuer, and such decree or order shall remain unstayed and in effect
                                         for a period of 60 consecutive days; and



 


 


		(d)	the Issuer shall commence a voluntary
                                         case or proceeding under any applicable bankruptcy, insolvency or other similar law now
                                         or hereafter in effect or any other case or proceeding to be adjudicated a bankrupt or
                                         insolvent, or consent to the entry of a decree or order for relief in an involuntary
                                         case under any such law, or to the commencement of any bankruptcy or insolvency case
                                         or proceeding against it, or the filing by it of a petition or answer or consent seeking
                                         reorganization or relief under any applicable law, or consent to the filing of such petition
                                         or to the appointment or taking possession by a receiver, liquidator, assignee, custodian,
                                         trustee or sequestrator (or similar official) of the Issuer or for any substantial part
                                         of the property of the Issuer, or make any general assignment for the benefit of creditors,
                                         or the notice by it in writing of its inability to pay its debts generally as they become
                                         due, or the taking of any corporate action by the Issuer in furtherance of any such action.



 


SECTION 4.02. Additional
Waivers of Past Defaults. In addition to those matters set forth in Section 5.10 of the Original Indenture, solely with respect
to the New Notes (but not with respect to any other series of Securities), approval of the Holders of each outstanding New Note
shall be required to waive any default in any payment of the redemption price with respect to any New Note.


 


SECTION 4.03. Additional
Covenants with Respect to the New Notes. The Issuer covenants and agrees with each Holder of New Notes that neither it nor
its Subsidiaries shall:


 


		(a)	declare or pay any dividends or distributions
                                         on the Issuer’s Capital Stock;



 


		(b)	redeem, purchase, acquire or make
                                         a liquidation payment with respect to any of the Issuer’s Capital Stock;



 


		(c)	make any payment of principal of
                                         (including premium, if any) or interest, if any, on or repay, repurchase or redeem any
                                         of the Issuer’s Indebtedness Ranking Equally with the New Notes or Indebtedness
                                         Ranking Junior to the New Notes; or



 


		(d)	make any guarantee payments with
                                         respect to any guarantee by the Issuer of the Indebtedness of any Subsidiary or any other
                                         party if such guarantee ranks equally in right of payment with or junior in right of
                                         payment to the New Notes;



 






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(in each case other than (i) dividends
or distributions payable solely in shares of the Capital Stock of the Issuer or rights to acquire, repurchase or redeem Capital
Stock of the Issuer, (ii) any declaration of a dividend in connection with the implementation of a Rights Plan, (iii) the issuance
of any Capital Stock of the Issuer under any Rights Plan, or the redemption or repurchase of any rights distributed pursuant to
a Rights Plan, (iv) reclassification of the Issuer’s Capital Stock or the exchange or the conversion of one class or series
of the Issuer’s Capital Stock for another class or series of the Issuer’s Capital Stock, (v) the purchase of fractional
interests in shares of the Issuer’s Capital Stock pursuant to the conversion or exchange provisions of such Capital Stock
or the security being converted or exchanged, (vi) purchases or acquisitions of Capital Stock related to the issuance of
Capital Stock or rights under any of the Issuer’s dividend reinvestment plans or any of the Issuer’s benefit plans
for its directors, officers, employees, consultants or advisors, and (vii) entering into, making payments, deliveries and elections
in respect of, and effecting any settlement or unwind of, any forward sale agreement for any Capital Stock of the Issuer), if
at such time (x) there shall have occurred and be continuing an Event of Default applicable to the New Notes or any event of which
the Issuer has actual knowledge that is, or with the giving of notice or the lapse of time, or both, would be an Event of Default
applicable to the New Notes or (y) the Issuer shall have given notice of its election to begin an Extension Period as provided
in Section 2.03 or such Extension Period, or any extension thereof, shall have commenced and be continuing.


 


ARTICLE V

DISCHARGE OF INDENTURE AND DEFEASANCE


 


The provisions relating
to defeasance and covenant defeasance in Article Ten of the Original Indenture shall not apply to the New Notes (but otherwise
Article Ten of the Original Indenture shall apply to the New Notes, including Section 10.1(A) of the Original Indenture).


 


ARTICLE VI

GLOBAL NOTES


 


The New Notes will
be issued initially in the form of one or more Global Notes. “Global Note” means a registered New Note evidencing
one or more New Notes issued to a depositary (the “Depositary”) or its nominee, in accordance with this Article
VI and bearing the legend prescribed in this Article VI. The Issuer hereby designates The Depository Trust Company as the Depositary.
The Issuer shall execute and the Trustee shall, in accordance with this Article VI and the Issuer Order with respect to the New
Notes, authenticate and make available for delivery one or more Global Notes in temporary or permanent form that (i) shall represent
and shall be denominated in an aggregate amount equal to the aggregate principal amount of the New Notes to be represented by
such Global Note or Global Notes, (ii) shall be registered in the name of the Depositary for such Global Note or Global Notes
or the nominee of such Depositary, (iii) shall be made available for delivery by the Trustee to such Depositary or pursuant to
such Depositary’s instructions and (iv) shall bear a legend substantially to the following effect: “Unless this Global
Note is presented by an authorized representative of the Depositary to the Issuer or its agent for registration of transfer, exchange
or payment, and any certificate issued is registered in the name of a nominee of the Depositary or in such other name as is requested
by an authorized representative of the Depositary (and any payment is made to such nominee of the Depositary or to such other
entity as is requested by an authorized representative of the Depositary), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof has an interest herein.”


 






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If at any time the
Depositary for the New Notes is unwilling or unable to continue as Depositary for the New Notes, defaults in the performance of
its duties as Depositary or ceases to be a clearing agency registered under the Exchange Act or other applicable statute or regulation,
the Issuer shall appoint a successor Depositary with respect to the New Notes. If a successor Depositary for the New Notes is
not appointed by the Issuer by the earlier of (x) 90 days from the date the Issuer receives notice to the effect that the Depositary
is unwilling or unable to act, or the Issuer determines that the Depositary is unable to act, or (y) the effectiveness of the
Depositary’s resignation or failure to fulfill its duties as Depositary, the Issuer will execute, and the Trustee, upon
receipt of an Issuer Order for the authentication and delivery of definitive New Notes, will authenticate and make available for
delivery New Notes in definitive form in an aggregate principal amount equal to the principal amount of the Global Note or Global
Notes representing such New Notes in exchange for such Global Note or Global Notes.


 


If the Issuer so specifies
with respect to any New Notes, an owner of a beneficial interest in a Global Note representing the New Notes may, on terms acceptable
to the Issuer and the Depositary for the Global Note, receive individual New Notes in exchange for the beneficial interest. In
any such instance, an owner of a beneficial interest in a Global Note will be entitled to physical delivery in definitive form
of New Notes represented by the Global Note equal in principal amount to the beneficial interest, and to have the New Notes registered
in its name. New Notes so issued in definitive form will be issued as registered New Notes in minimum denominations of $2,000
and any integral multiple of $1,000 in excess thereof, unless otherwise specified by the Issuer.


 


Upon the exchange
of a Global Note for New Notes in definitive form, such Global Note shall be cancelled by the Trustee. New Notes in definitive
form issued in exchange for a Global Note pursuant to this Article VI shall be registered in such names and in such authorized
denominations as the Depositary for such Global Note, pursuant to instructions from its direct or indirect participants or otherwise,
shall instruct the Trustee or Security Registrar. The Trustee shall make available for delivery such New Notes to the Persons
in whose names such New Notes are so registered.


 


ARTICLE VII

SUPPLEMENTAL INDENTURES


 


This Ninth Supplemental
Indenture is a supplement to the Original Indenture. As supplemented by this Ninth Supplemental Indenture, the Original Indenture
is in all respects ratified, approved and confirmed, and the Original Indenture and this Ninth Supplemental Indenture shall together
constitute one and the same instrument.


 


The Trustee shall
not be responsible in any manner whatsoever for the validity, sufficiency or adequacy of this Ninth Supplemental Indenture nor
for the statements or recitals contained herein, all of which recitals are made solely by the Issuer.


 


TESTIMONIUM


 


This Ninth Supplemental
Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all
such counterparts shall together constitute but one and the same instrument.


 









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IN WITNESS WHEREOF,
the parties hereto have caused this Ninth Supplemental Indenture to be duly executed as of the day and year first written above.


 


	CMS ENERGY CORPORATION	 
	 	 
	 	 
	By: 	/s/
    Srikanth Maddipati	 
	 	Srikanth Maddipati	 
	 	Vice President and Treasurer	 
	 	 
	 	 
	THE BANK OF NEW YORK MELLON,
    as Trustee	 
	 	 
	 	 
	By:	/s/ Michael
    Flickinger	 
	 	Michael Flickinger	 
	 	Agent	 




       






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