2008 Energy Legislation

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

			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

			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

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

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.

     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.

     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

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.

     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

(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,

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.

     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

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

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

(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);

     (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:

     (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:

     (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

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

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

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

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

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

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

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.

     (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.

     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

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

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

This Agreement is hereby accepted and agreed to as of the date thereof.

THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY

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

This Agreement is hereby accepted and agreed to as of the date thereof.

CONNECTICUT GENERAL LIFE INSURANCE COMPANY

By: CIGNA INVESTMENTS, INC. (authorized agent)

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)

This Agreement is hereby accepted and agreed to as of the date thereof.

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

This Agreement is hereby accepted and agreed to as of the date thereof.

FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

This Agreement is hereby accepted and agreed to as of the date thereof.

PROTECTIVE LIFE INSURANCE COMPANY

This Agreement is hereby accepted and agreed to as of the date thereof.

MINNESOTA LIFE INSURANCE COMPANY

By: ADVANTUS CAPITAL MANAGEMENT, INC.

This Agreement is hereby accepted and agreed to as of the date thereof.

WORLD INSURANCE COMPANY

By: ADVANTUS CAPITAL MANAGEMENT, INC.

This Agreement is hereby accepted and agreed to as of the date thereof.

THE CATHOLIC AID ASSOCIATION

By: ADVANTUS CAPITAL MANAGEMENT, INC.

This Agreement is hereby accepted and agreed to as of the date thereof.

COLORADO BANKERS LIFE INSURANCE COMPANY

By: ADVANTUS CAPITAL MANAGEMENT, INC.

This Agreement is hereby accepted and agreed to as of the date thereof.

NEW ERA LIFE INSURANCE

By: ADVANTUS CAPITAL MANAGEMENT, INC.

This Agreement is hereby accepted and agreed to as of the date thereof.

KNIGHTS OF COLUMBUS

This Agreement is hereby accepted and agreed to as of the date thereof.

THRIVENT FINANCIAL FOR LUTHERANS

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

This Agreement is hereby accepted and agreed to as of the date thereof.

ACACIA LIFE INSURANCE COMPANY

By: SUMMIT INVESTMENT PARTNERS, as Agent

This Agreement is hereby accepted and agreed to as of the date thereof.

AMERITAS LIFE INSURANCE CORP.

By: SUMMIT INVESTMENT PARTNERS, as Agent

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

This Agreement is hereby accepted and agreed to as of the date thereof.

SOUTHERN FARM BUREAU LIFE INSURANCE COMPANY

This Agreement is hereby accepted and agreed to as of the date thereof.

ASSURITY LIFE INSURANCE COMPANY

This Agreement is hereby accepted and agreed to as of the date thereof.

STANDARD INSURANCE COMPANY

This Agreement is hereby accepted and agreed to as of the date thereof.

COTTON STATES LIFE INSURANCE

This Agreement is hereby accepted and agreed to as of the date thereof.

COUNTRY MUTUAL INSURANCE COMPANY

This Agreement is hereby accepted and agreed to as of the date thereof.

COUNTRY LIFE INSURANCE COMPANY

This Agreement is hereby accepted and agreed to as of the date thereof.

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

This Agreement is hereby accepted and agreed to as of the date thereof.

JOHN HANCOCK LIFE & HEALTH INSURANCE COMPANY

This Agreement is hereby accepted and agreed to as of the date thereof.

NATIONAL GUARDIAN LIFE INSURANCE COMPANY

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 ###-###-####
Attention: Daniel Kenney, Esq.
Phone: 973 ###-###-####

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 ###-###-####
Attention: Director
Fax: 973 ###-###-####

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 ###-###-####
Attention: Chief Counsel-Securities Investments (PRIV)
Email: ***@***

5.

Taxpayer identification number: 13 ###-###-####

Schedule A
(to Bond Purchase Agreement)

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 ###-###-####
Attention: Daniel Kenney, Esq.
Phone: 973 ###-###-####

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 ###-###-####
Attention: Director
Fax: 973 ###-###-####

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 ###-###-####
Attention: Chief Counsel-Securities Investments (PRIV)
Email: ***@***

5.

Taxpayer identification number: 54-0696644

Schedule A
(to Bond Purchase Agreement)

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 ###-###-####
Attention: Daniel Kenney, Esq.
Phone: 973 ###-###-####

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 ###-###-####
Attention: Director
Fax: 973 ###-###-####

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 ###-###-####
Attention: Chief Counsel-Securities Investments (PRIV)
Email: ***@***

5.

Taxpayer identification number: 20-1452630

Schedule A
(to Bond Purchase Agreement)

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 ###-###-#### Attention: Daniel Kenney, Esq. Phone: 973 ###-###-####

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 ###-###-####
Attention: Director
Fax: 973 ###-###-####

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 ###-###-####
Attention: Chief Counsel-Securities Investments (PRIV)
Email: ***@***

5.

Taxpayer identification number: 26-1511401

Schedule A
(to Bond Purchase Agreement)

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 ###-###-####

With copies of the Bonds emailed to ***@***

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 ###-###-####
Attention: Director
Fax: 973 ###-###-####

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 ###-###-####
Attention: Chief Counsel-Securities Investments (PRIV)
Email: ***@***

5.

Taxpayer identification number: 31-0252460

Schedule A
(to Bond Purchase Agreement)

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 ###-###-####

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 ###-###-####

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 ###-###-####

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 ###-###-####
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 ###-###-####

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 ###-###-####
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 ###-###-####
3.		Payment on Account of Instruments By Federal Funds Wire Transfer to:
		J.P. Morgan Chase Bank BNF=CIGNA Private Placements/AC ###-###-#### 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 ###-###-####
		with a copy to:
		J.P. Morgan Chase Bank 14201 Dallas Parkway, 12th Floor Dallas, Texas ###-###-#### Attention: Rudy Paredes, Mail Code TX1-J222 Phone: 469 ###-###-#### Fax: 469 ###-###-####
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 ###-###-####
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 ###-###-####
3.		Payment on Account of Instruments By Federal Funds Wire Transfer to:
		J.P. Morgan Chase Bank BNF=CIGNA Private Placements/AC ###-###-#### 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 ###-###-####
		with a copy to:
		J.P. Morgan Chase Bank 14201 Dallas Parkway, 12th Floor

Schedule A
(to Bond Purchase Agreement)

		Dallas, Texas ###-###-#### Attention: Rudy Paredes, Mail Code TX1-J222 Phone: 469 ###-###-#### Fax: 469 ###-###-####
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 ###-###-####
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 ###-###-####
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 ###-###-####
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 ###-###-####
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 ###-###-####
5.		Taxpayer identification number: 13 ###-###-####

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 ###-###-####
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: ***@*** 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 ###-###-####
	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 ###-###-####
	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 ###-###-####
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 ###-###-####
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 ###-###-####
		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 ###-###-####
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 ###-###-####
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 ###-###-#### 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 ###-###-####

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 ###-###-####
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 ###-###-####
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 ###-###-####
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 ###-###-#### Phone: 617 ###-###-####
		with a copy to:
		Thrivent Financial for Lutherans Attn: Marlene Nogle 625 Fourth Avenue South Minneapolis, MN 55415 Phone: 612 ###-###-####
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 ###-###-####
		With a copy to:
		Thrivent Accounts State Street Kansas City 801 Pennsylvania Kansas City, MO 64105 Attention: Brian Kershner Fax: 816 ###-###-####
5.		All other communications to:
		Thrivent Financial for Lutherans Attn: Investment Division-Private Placements 625 Fourth Avenue South Minneapolis, MN 55415 Fax: 612 ###-###-####
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 ###-###-####
		with a copy to:
		Andy White Summit Investment Partners 390 North Cotner Blvd. Lincoln, NE 68505 Phone: 402 ###-###-####
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 ###-###-####
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 ###-###-####

with a copy to:

Andy White
Summit Investment Partners
390 North Cotner Blvd.
Lincoln, NE 68505
Phone: 402 ###-###-####

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 ###-###-####

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 ###-###-####

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 ###-###-####

with a copy to:

Andy White
Summit Investment Partners
390 North Cotner Blvd.
Lincoln, NE 68505
Phone: 402 ###-###-####

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 ###-###-####
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 ###-###-####

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: ***@***
Members Capital Advisors, Inc.
Attn: Private Placements
5910 Mineral Point Road
Madison, WI ###-###-####

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 ###-###-####

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 ###-###-####
Fax: 601 ###-###-####
***@***

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 ###-###-####

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 ###-###-####-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 ###-###-####
Phone: 402 ###-###-####

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 ###-###-####
6.		Contact:

Victor Weber
Senior Director — Investments
Phone: 402 ###-###-####
Fax: 402 ###-###-####
Email: ***@***

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 ###-###-####

with a copy to:

StanCorp Investment Advisers, Inc.
1100 SW Sixth Avenue, MS: P14
Portland, OR 97204
Attention: Rajiv Jain
Phone: 971 ###-###-####
Fax: 971 ###-###-####

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 ###-###-####
Fax: 315 ###-###-####

with a copy to:

StanCorp Investment Advisers, Inc.
1100 SW Sixth Avenue, MS: P14
Portland, OR 97204
Attention: Rajiv Jain
Tel: 971 ###-###-####
Fax: 971 ###-###-####

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 ###-###-####

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 ###-###-####
Fax: 309 ###-###-####

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 ###-###-####
Fax: 309 ###-###-####

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 ###-###-####
Re Consumers Energy Company
Phone: 630 ###-###-####

3.

Payment on account of Bonds by federal funds wire transfer to:

Northern Trust Chgo/Trust
ABA Number 071000152
Wire Account Number ###-###-####
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 ###-###-####
Fax: 309 ###-###-####

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 ###-###-####
Fax: 309 ###-###-####

6.

Taxpayer identification number: 37-0807507

Schedule A
(to Bond Purchase Agreement)

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 ###-###-####
Re Consumers Energy Company
Phone: 630 ###-###-####

3.

Payment on account of Bonds by federal funds wire transfer to:

Northern Trust Chgo/Trust
ABA Number 071000152
Wire Account Number ###-###-####
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 ###-###-####
Fax: 309 ###-###-####

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 ###-###-####
Fax: 309 ###-###-####

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)  ###-###-####

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 ###-###-####

and

John Hancock Financial Services
197 Clarendon Street
Boston, MA 02116

Schedule A
(to Bond Purchase Agreement)

		Attention: Investment Administration, C-2 Fax: 617 ###-###-####
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 ###-###-####

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 ###-###-####

and

John Hancock Financial Services
197 Clarendon Street
Boston, MA 02116
Attention: Bond and Corporate Finance, C-2-9
Fax: 617 ###-###-####

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)  ###-###-####

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 ###-###-####

and

John Hancock Financial Services
197 Clarendon Street
Boston, MA 02116

Schedule A
(to Bond Purchase Agreement)

		Attention: Investment Administration, C-2 Fax: 617 ###-###-####
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 ###-###-####

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 ###-###-####

and

John Hancock Financial Services
197 Clarendon Street
Boston, MA 02116
Attention: Bond and Corporate Finance, C-2-9
Fax: 617 ###-###-####

7.

Taxpayer identification number: 13 ###-###-####

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 ###-###-####

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.  ###-###-####
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 ###-###-####
Fax: 608 ###-###-####
Email: ***@***

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