Form 8-K

8-K — CONSUMERS ENERGY CO

Accession: 0001104659-26-055369

Filed: 2026-05-05

Period: 2026-05-05

CIK: 0000201533

SIC: 4931 (ELECTRIC & OTHER SERVICES COMBINED)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — tm2612946d6_8k.htm (Primary)

EX-1.1 — EXHIBIT 1.1 (tm2612946d6_ex1-1.htm)

EX-4.1 — EXHIBIT 4.1 (tm2612946d6_ex4-1.htm)

EX-5.1 — EXHIBIT 5.1 (tm2612946d6_ex5-1.htm)

EX-99.1 — EXHIBIT 99.1 (tm2612946d6_ex99-1.htm)

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8-K — FORM 8-K

8-K (Primary)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest

event reported) May 5, 2026

Commission

File Number

Registrant; State of Incorporation;

Address; and Telephone Number

IRS Employer

Identification No.

1-5611

CONSUMERS ENERGY COMPANY

(A Michigan Corporation)

One Energy Plaza

Jackson,

Michigan 49201

(517)

788-0550

38-0442310

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b)

under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c)

under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange

on which registered

Consumers Energy Company Cumulative Preferred

CMS-PB

New York Stock Exchange

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933

(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company: ¨

If an emerging growth company,

indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised

financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 8.01. Other Events.

On May 5, 2026, Consumers Energy

Company ("Consumers") issued and sold $850,000,000 principal amount of its 5.125% First Mortgage Bonds due 2036 (the “Bonds”),

pursuant to a registration statement on Form S-3 that Consumers filed with the Securities and Exchange Commission utilizing

a “shelf” registration process (No. 333-293382-01) (the "Registration Statement"), a Preliminary Prospectus

Supplement dated April 30, 2026 to the Prospectus dated February 11, 2026, an Issuer Free Writing Prospectus dated April 30,

2026 that included the final terms of the transaction, a Final Prospectus Supplement dated April 30, 2026 to the Prospectus dated

February 11, 2026 and an underwriting agreement among Consumers and the underwriters named in that agreement with respect to the

Bonds. Consumers intends to use the net proceeds for general corporate purposes.

This Current Report on Form 8-K is being filed to file certain documents in connection with the offering as exhibits to the Registration

Statement.

Item 9.01. Financial

Statements and Exhibits.

(d) Exhibits.

1.1 Underwriting Agreement dated April 30, 2026 among Consumers and BNP Paribas Securities Corp., J.P. Morgan Securities LLC, PNC

Capital Markets LLC, SMBC Nikko Securities America, Inc., Truist Securities, Inc., Fifth Third Securities, Inc., Loop Capital

Markets LLC, and Samuel A. Ramirez & Company, Inc., as underwriters.

4.1 156th Supplemental Indenture dated as of May 5, 2026 between Consumers and The Bank of New York Mellon, as Trustee.

4.2 Form of 5.125% First Mortgage Bonds due 2036 (included in Exhibit 4.1).

5.1 Opinion of Melissa M. Gleespen, Esq., Vice President, Corporate Secretary and Chief Compliance Officer of Consumers, dated May 5,

2026, regarding the legality of the Bonds.

23.1 Consent of Melissa M. Gleespen, Esq. (included in Exhibit 5.1).

99.1 Information relating to Item 14 of the Registration Statement on Form S-3 (No. 333-293382-01).

104.1 Included in the cover page, formatted in Inline XBRL

SIGNATURE

Pursuant to the requirements of the Securities

Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CONSUMERS ENERGY COMPANY

Dated: May 5,

2026 By: /s/ Rejji P. Hayes

Rejji P. Hayes

Executive Vice President and Chief Financial Officer

EX-1.1 — EXHIBIT 1.1

EX-1.1

Filename: tm2612946d6_ex1-1.htm · Sequence: 2

Exhibit 1.1

CONSUMERS ENERGY COMPANY

$850,000,000 5.125% First Mortgage Bonds due 2036

______________________

Underwriting Agreement

April 30, 2026

To the Representatives named in Schedule I hereto

of the Underwriters named in Schedule II hereto

Ladies and Gentlemen:

Consumers Energy Company,

a Michigan corporation (the “Company”), proposes to issue and sell to the several Underwriters (as defined in Section 12

hereof) an aggregate of $850,000,000 in principal amount of its 5.125% First Mortgage Bonds due 2036 (the “Securities”),

subject to the terms and conditions set forth herein. The Underwriters have designated the Representatives (as defined in Section 12

hereof) to execute this Agreement on their behalf and to act for them in the manner provided in this Agreement. The Securities are to

be issued pursuant to the provisions of the 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 One Hundred Fifty-Sixth Supplemental Indenture, to be dated as of

May 5, 2026 (the “Supplemental Indenture”), establishing the terms of the Securities (as so supplemented, the

“Indenture”).

The Company has prepared and

filed with the Securities and Exchange Commission (the “Commission”), in accordance with the provisions of the Securities

Act of 1933, as amended (the “Act”), a registration statement on Form S-3 (Registration No. 333-293382-01),

including a prospectus relating to the Securities, and such registration statement has become effective under the Act. The registration

statement, at the time it became effective or, if any post-effective amendment thereto has been filed with the Commission, at the time

the most recent post-effective amendment thereto became effective, and as it may have been thereafter amended to the date of this Agreement

(including the documents then incorporated by reference therein), is herein referred to as the “Registration Statement”.

The Registration Statement at the time it originally became effective is referred to hereinafter as the “Original Registration

Statement”. If the Company has filed, or will file, an abbreviated registration statement to register additional Securities

pursuant to Rule 462(b) under the Act (the “Rule 462(b) Registration Statement”), then any reference

herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement.

The prospectus forming a part of the Registration Statement at the time the Registration Statement became effective (including the documents

then incorporated by reference therein) is herein referred to as the “Basic Prospectus”; provided, that, in

the event that the Basic Prospectus shall have been amended or revised prior to the execution of this Agreement, or if the Company shall

have supplemented the Basic Prospectus by filing any documents pursuant to Section 13, 14 or 15 of the Securities Exchange Act of

1934, as amended (the “Exchange Act”), after the time the Registration Statement became effective and prior to the

execution of this Agreement, which documents are deemed to be incorporated in the Basic Prospectus, the term “Basic Prospectus”

shall also mean such prospectus as so amended, revised or supplemented. The Basic Prospectus, as amended and supplemented immediately

prior to the time when sales of the Securities were first made or such other time as agreed by the Company and the Representatives (the

“Time of Sale”), is hereinafter referred to, together with any issuer free writing prospectus (as defined in Rule 433

under the Act) relating to the Securities (each, an “Issuer Free Writing Prospectus”) and other documents listed in

Schedule III hereto under the heading “Information Constituting Part of the Time of Sale Prospectus”, as the “Time

of Sale Prospectus”. The Basic Prospectus, as amended and supplemented immediately prior to the Time of Sale, is hereinafter

referred to as the “Preliminary Prospectus”. The Basic Prospectus, as it shall be revised or supplemented to reflect

the final terms of the offering and sale of the Securities by a prospectus supplement relating to the Securities, and in the form to be

filed with the Commission pursuant to Rule 424 under the Act, is hereinafter referred to as the “Prospectus”.

Any reference herein to the terms “amend”, “amendment” or “supplement” with respect to the Registration

Statement, the Preliminary Prospectus, the Time of Sale Prospectus or the Prospectus shall be deemed to include amendments or supplements

to the Registration Statement, the Preliminary Prospectus, the Time of Sale Prospectus or the Prospectus, as the case may be, including

any post-effective amendment to the Registration Statement and any prospectus supplement forming a part of the Prospectus relating to

the Securities filed with the Commission pursuant to Rule 424(b) under the Act, and documents incorporated by reference therein

or deemed to be a part of and included therein, after the date of this Agreement and prior to the termination of the offering of the Securities

by the Underwriters.

1.             Purchase

and Sale. Upon the basis of the representations, warranties and covenants and subject to the terms and conditions herein set forth,

the Company agrees to issue and sell to the respective Underwriters, severally and not jointly, and the respective Underwriters, severally

and not jointly, agree to purchase from the Company, at the purchase price specified in Schedule II hereto (the “Purchase

Price”), the respective principal amounts of Securities set forth opposite their names in Schedule II hereto. The Underwriters

will offer the Securities to purchasers initially at a price equal to 99.900% of the principal amount thereof. Such price may be changed

at any time without notice.

2.             Payment

and Delivery. The Company shall deliver, or cause to be delivered, to the Representatives for the accounts of the several Underwriters,

through the facilities of The Depository Trust Company (“DTC”), certificates for the Securities at the Time of Purchase

(as defined below), against the irrevocable release of a wire transfer of immediately available funds to the order of the Company for

the amount of the Purchase Price therefor, with any transfer taxes payable in connection with such delivery of Securities duly paid by

the Company. The certificates for the Securities shall be definitive global certificates in book-entry form for clearance through DTC.

Delivery of certificates for the Securities shall be made at the offices of Pillsbury Winthrop Shaw Pittman LLP (“Pillsbury”),

31 West 52nd Street, New York, New York 10019-6131 (or such other place or places of delivery as shall be agreed upon by the Company and

the Representatives) at 10:00 a.m., New York City time, on May 5, 2026 (or such other time and date as the Company and the Representatives

shall agree), unless postponed in accordance with the provisions of Section 8 hereof. The day and time at which payment and delivery

for the Securities are to be made is herein called the “Time of Purchase”.

3.             Conditions

of Underwriters’ Obligations. The several obligations of the Underwriters hereunder are subject to the accuracy of the representations

and warranties and other statements of the Company made herein at the Time of Sale and at and as of the Time of Purchase on the part of

the Company, to the performance by the Company of all of its obligations hereunder theretofore to be performed and to the following other

conditions.

(a)             That

all legal proceedings to be taken in connection with the issue and sale of the Securities shall be reasonably satisfactory in form and

substance to Pillsbury, counsel to the Underwriters.

(b)             That,

at the Time of Purchase, the Underwriters shall be furnished with the following opinions and letter, as the case may be, dated the day

of the Time of Purchase:

(i)             opinion

of Melissa M. Gleespen, Esq., Vice President, Corporate Secretary and Chief Compliance Officer of the Company, substantially to the

effect set forth in Exhibit A attached hereto;

(ii)             letter

of Sidley Austin LLP, special counsel to the Company, substantially to the effect set forth in Exhibit B attached hereto;

and

(iii)             opinion

of Pillsbury, counsel to the Underwriters, as to such matters relating to the Securities and the transactions contemplated hereby as the

Underwriters may reasonably request.

on the date hereof and on the date of the Time of Purchase, the Representatives shall have received a letter from PricewaterhouseCoopers

LLP in form and substance satisfactory to the Underwriters, dated such date, (i) confirming that they are an independent registered

public accounting firm with respect to the Company within the meaning of the Act, the applicable published rules and regulations

of the Commission thereunder and the applicable published rules and regulations of the Public Company Accounting Oversight Board,

(ii) stating that in their opinion the financial statements examined by them and incorporated by reference in the Preliminary Prospectus

and the Prospectus complied as to form in all material respects with the applicable accounting requirements of the Commission, including

the applicable published rules and regulations of the Commission, and (iii) covering, as of a date not more than five days prior

to the date of each such letter, such other matters as the Underwriters reasonably request.

(d)             That,

subsequent to the Time of Sale or, if earlier, the dates as of which information is given in the Time of Sale Prospectus (exclusive of

any amendment or supplement thereto), there shall not have been (i) any change specified in the letter or letters referred to in

Section 3(c) hereof or (ii) any change, or any development involving a prospective change, in or affecting the condition

(financial or otherwise), prospects, earnings, business or properties of the Company and its subsidiaries taken as a whole, except as

referred to in or contemplated in the Time of Sale Prospectus (exclusive of any such amendment or supplement thereto), the effect of which,

in any case referred to in clause (i) or (ii) above, is, in the judgment of the Representatives, so material and adverse as

to make it impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated in the Time of Sale Prospectus

(exclusive of any such amendment or supplement thereto).

(e)             That

no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding

for that purpose shall have been initiated or threatened by the Commission, and the Company shall not have received from the Commission

any notice pursuant to Rule 401(g)(2) under the Act objecting to the use of the automatic shelf registration statement form.

(f)             That,

at the Time of Purchase, the Company shall have delivered to the Representatives a certificate of an executive officer of the Company

to the effect that, to the best of his or her knowledge, information and belief, (i) there shall have been no material adverse change

in the condition (financial or otherwise), prospects, earnings, business or properties of the Company and its subsidiaries taken as a

whole from that set forth in the Time of Sale Prospectus (other than changes referred to in or contemplated by the Time of Sale Prospectus)

and (ii) the representations and warranties of the Company in this Agreement are true and correct on and as of the Time of Purchase

with the same effect as if made at the Time of Purchase, and the Company has complied with all the agreements and satisfied all the conditions

on its part to be performed or satisfied hereunder at or prior to the Time of Purchase.

(g)             That

the Company shall have furnished the Representatives signed counterparts of the Supplemental Indenture.

(h)             That

the Company shall have performed such of its obligations under this Agreement as are to be performed at or before the Time of Purchase

by the terms hereof.

(i)             That

the Company shall have complied with the provisions of Section 4(e) hereof with respect to the furnishing of the Time of Sale

Prospectus and the Prospectus.

(j)             That,

at the Time of Purchase, the Company shall have delivered to the Representatives a letter, dated on or prior to the Time of Purchase,

from each of Standard & Poor’s Ratings Services (“S&P”), Moody’s Investors Service, Inc.

(“Moody’s”) and Fitch, Inc. (“Fitch”), or other evidence reasonably satisfactory to the

Representatives, confirming that the Securities have been assigned the ratings set forth in the Final Term Sheet (as defined in Section 4(v) hereof);

and, between the date hereof and the Time of Purchase, there shall have been no downgrading or withdrawal of any investment ratings of

the Securities or other securities of the Company by any nationally recognized statistical rating organization (as such term is defined

in Section 3(a)(62) of the Exchange Act), and no such rating organization shall have publicly announced that it has under surveillance

or review, with possible negative implications, any such rating.

(k)             That

any filing of the Preliminary Prospectus and the Prospectus and any supplements thereto required pursuant to Rule 424 under the Act

shall have been made in compliance with and in the time periods provided by Rule 424 under the Act and that the Final Term Sheet

and any other material required to be filed by the Company pursuant to Rule 433(d) under the Act shall have been filed with

the Commission within the applicable time period prescribed for such filing by Rule 164 and Rule 433 under the Act.

(l)             That,

at the Time of Purchase, the Securities shall be eligible for clearance and settlement through DTC.

(m)             That

the Company shall have paid the applicable filing fees to the Commission relating to the Securities within the time required by Rule 456(b)(1) under

the Act (without regard to the proviso thereof).

(n)             That

any additional documents or agreements reasonably requested by the Underwriters or their counsel to permit the Underwriters to perform

their obligations or permit their counsel to deliver opinions hereunder shall have been provided to them.

4.             Certain

Covenants of the Company. In further consideration of the agreements of the Underwriters herein contained, the Company covenants as

follows.

(a)             To

promptly transmit copies of the Preliminary Prospectus and the Prospectus, and any amendments or supplements thereto, to the Commission

for filing pursuant to Rule 424 under the Act.

(b)             During

the period when a prospectus relating to any of the Securities (or, in lieu thereof, the notice referred to in Rule 173(a) under

the Act) is required to be delivered under the Act by any Underwriter or any dealer, to file promptly all documents required to be filed

with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act; to promptly file all material required

to be filed by the Company with the Commission pursuant to Rule 433(d) under the Act; and to promptly notify the Underwriters

of any written notice given to the Company by any of the rating organizations referred to in Section 3(j) hereof of any intended

downgrade in or withdrawal of any rating of any securities of the Company or of any other intended change in any such rating that does

not indicate the direction of the possible change of such rating.

deliver to each of the Representatives, upon request, a conformed copy of the Registration Statement and any amendments thereto (including

all exhibits thereto) and full and complete sets of all comments, if any, of the Commission or its staff and all responses thereto with

respect to the Registration Statement and any amendments thereto and to furnish to the Representatives, for each of the Underwriters,

conformed copies of the Registration Statement and any amendments thereto without exhibits.

(d)             As

soon as the Company is advised thereof, to advise the Representatives and confirm the advice in writing of: (i) the effectiveness

of any amendment to the Registration Statement (and the Company agrees to use its best efforts to cause any post-effective amendments

to the Registration Statement to become effective as promptly as possible); (ii) any request made by the Commission for amendments

to the Registration Statement, Time of Sale Prospectus or Prospectus or for additional information with respect thereto; (iii) the

suspension of qualification or suspension of exemption from qualification of the Securities for offering or sale under blue sky or state

securities laws or the initiation or threat or any proceedings for that purpose; and (iv) the entry of a stop order suspending the

effectiveness of the Registration Statement or the initiation or threat of any proceedings for that purpose (and the Company agrees to

use every reasonable effort to prevent the issuance of any such suspension or stop order and, if such a suspension or stop order should

be entered, to use every reasonable effort to obtain the lifting or removal thereof at the earliest possible time).

(e)             To

deliver to the Underwriters, without charge, as soon as practicable, and from time to time during such period of time after the date of

the Preliminary Prospectus or the Prospectus, as the case may be, as they are required by law to deliver a prospectus (or, in lieu thereof,

the notice referred to in Rule 173(a) under the Act), as many copies of the Preliminary Prospectus, the Prospectus or any other

Issuer Free Writing Prospectus, as the case may be (as supplemented or amended if the Company shall have made any supplements or amendments

thereto), as the Representatives may reasonably request; and, in case any Underwriter is required to deliver a prospectus (or, in lieu

thereof, the notice referred to in Rule 173(a) under the Act) after the expiration of nine months after the date of the Preliminary

Prospectus or the Prospectus, as the case may be, to furnish to the Representatives, upon request, at the expense of such Underwriter,

a reasonable quantity of a supplemental prospectus or of supplements to the Preliminary Prospectus or the Prospectus, as the case may

be, complying with Section 10(a)(3) of the Act.

(f)             For

such period of time as the Underwriters are required by law or customary practice to deliver a prospectus in respect of the Securities

(or, in lieu thereof, the notice referred to in Rule 173(a) under the Act), if any event shall have occurred as a result of

which it is necessary to amend or supplement the Time of Sale Prospectus or the Prospectus in order to make the statements therein, in

the light of the circumstances when the Time of Sale Prospectus or the Prospectus (or, in lieu thereof, the notice referred to in Rule 173(a) under

the Act), as the case may be, is delivered to a purchaser, not misleading, or if it becomes necessary to amend or supplement the Registration

Statement or amend the Time of Sale Prospectus or the Prospectus to comply with law, including in connection with the use or delivery

of the Prospectus, to forthwith prepare and file with the Commission (subject to Section 4(m) hereof) an appropriate amendment

or supplement to the Registration Statement, the Time of Sale Prospectus or the Prospectus, as the case may be, and deliver to the Underwriters,

without charge, such number of copies thereof as may be reasonably requested, and use its best efforts to have any necessary amendment

to the Registration Statement declared effective as soon as practicable to avoid any disruption in use of the Prospectus.

(g)             During

the period when a prospectus relating to any of the Securities (or, in lieu thereof, the notice referred to in Rule 173(a) under

the Act) is required to be delivered under the Act by any Underwriter or any dealer, to comply, at the Company’s own expense, with

all requirements imposed on the Company by the Act, as now and hereafter amended, and by the rules and regulations of the Commission

thereunder, as from time to time in force, so far as necessary to permit the continuance of sales of or dealing in the Securities during

such period in accordance with the provisions hereof and as contemplated by the Time of Sale Prospectus.

(h)             If

required by Rule 430B(h) under the Act, to prepare a form of prospectus in a form approved by the Representatives and to file

such form of prospectus pursuant to Rule 424(b) under the Act not later than may be required by Rule 424(b) under

the Act and to make no further amendment or supplement to such form of prospectus that shall be reasonably objected to by the Representatives

promptly after reasonable notice thereof, unless the Company is advised by counsel that such amendment or supplement is required by law.

(i)             To

make generally available to the Company’s security holders, as soon as practicable, an “earning statement” (which need

not be audited by independent public accountants) covering a 12-month period commencing after the effective date of the Registration Statement

and ending not later than 15 months thereafter, that shall comply in all material respects with and satisfy the provisions of Section 11(a) of

the Act and Rule 158 under the Act.

(j)             To

use its best efforts to qualify the Securities for offer and sale under the securities or blue sky laws of such jurisdictions as the Representatives

may designate and to pay (or cause to be paid), or reimburse (or cause to be reimbursed) the Underwriters and their counsel for, reasonable

filing fees and expenses in connection therewith (including the reasonable fees and disbursements of counsel to the Underwriters and filing

fees and expenses paid and incurred prior to the date hereof); provided, however, that the Company shall not be required

to qualify to do business as a foreign corporation or as a securities dealer, file a general consent to service of process, file annual

reports or comply with any other requirements deemed by the Company to be unduly burdensome.

(k)             To

pay all expenses, fees and taxes (other than transfer taxes on sales by the respective Underwriters) in connection with the issuance and

delivery of the Securities, including, without limitation, (i) the fees and expenses of the Company’s counsel and independent

accountants, (ii) the cost of preparing any certificates representing the Securities, (iii) the costs and charges of any transfer

agent and any registrar, (iv) the cost of printing and delivery (electronic or otherwise) to the Underwriters of copies of any Permitted

Free Writing Prospectus (as defined in Section 6(a) hereof), (v) all expenses incurred by the Company in connection with

any “road show” presentation to potential investors and (vi) any costs and expenses associated with the reforming of

any contracts for any sale of the Securities made by any Underwriter caused by a breach of the representations and warranties contained

in the third or fourth sentence of Section 5(a) hereof, except that the Company shall be required to pay the fees and disbursements

(other than fees and disbursements referred to in Section 4(j) hereof) of Pillsbury, counsel to the Underwriters, only in the

events provided in Section 4(l) hereof, the Underwriters hereby agreeing to pay such fees and disbursements in any other event,

and that, except as provided in Section 4(l) hereof, the Company shall not be responsible for any out-of-pocket expenses of

the Underwriters in connection with their services hereunder.

(l)             If

the Underwriters shall not take up and pay for the Securities (i) due to the failure of the Company to comply with any of the conditions

specified in Section 3 hereof, to pay the reasonable fees and disbursements of Pillsbury, counsel to the Underwriters, and to reimburse

the Underwriters for their other reasonable out-of-pocket expenses not to exceed a total of $10,000, incurred in connection with the financing

contemplated by this Agreement, or (ii) due to termination in accordance with the provisions of Section 9 hereof prior to the

Time of Purchase, to pay the reasonable fees and disbursements of Pillsbury, counsel to the Underwriters.

(m)             Prior

to the termination of the offering of the Securities, to not amend or supplement the Registration Statement, Time of Sale Prospectus or

Prospectus (including the Basic Prospectus) unless the Company has furnished the Representatives and counsel to the Underwriters with

a copy for their review and comment a reasonable time prior to filing and has reasonably considered any comments of the Representatives,

and, unless the Company is advised by counsel that such amendment or supplement is required by law, not to make any such amendment or

supplement to which such counsel shall reasonably object on legal grounds in writing after consultation with the Representatives.

(n)             To

furnish the Representatives, upon request, with copies of all documents filed with the Commission pursuant to Section 13, 14 or 15(d) of

the Exchange Act subsequent to the time the Registration Statement becomes effective and prior to the termination of the offering of the

Securities.

(o)             So

long as may be required by law for distribution of the Securities by the Underwriters or by any dealers that participate in the distribution

thereof, to comply with all requirements under the Exchange Act relating to the timely filing with the Commission of its reports pursuant

to Section 13 or 15(d) of the Exchange Act and of its proxy statements pursuant to Section 14 of the Exchange Act.

(p)             Without

the prior written consent of the Representatives, not to offer, sell, contract to sell or otherwise issue debt securities substantially

similar to the Securities for a period from the date hereof until the Time of Purchase.

(q)             To

not take, directly or indirectly, any action designed to, or that has constituted or that might reasonably be expected to, cause or result

in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale

or resale of the Securities.

(r)             To

cause the proceeds of the issuance and sale of the Securities to be applied for the purposes described in the Time of Sale Prospectus

and the Prospectus.

(s)             To

obtain the approval of DTC for “book-entry” transfer of the Securities, and to comply in all material respects with all of

its agreements set forth in the representation letter or letters of the Company to DTC relating to the approval of the Securities by DTC

for “book-entry” transfer.

(t)             To

not voluntarily claim, and actively resist any attempts to claim, the benefit of any usury laws against the holders of any Securities.

(u)             To

take all reasonable action necessary to enable S&P, Moody’s and Fitch to provide their respective credit ratings of the Securities.

(v)             That

any Underwriter may distribute to investors a free writing prospectus (as defined in Rule 405 under the Act) that contains the final

terms of the Securities in the form set forth in Annex A to Schedule III hereto (the “Final Term Sheet”),

and to file such free writing prospectus in accordance with Rule 433(d) under the Act.

(w)             (i) Within

10 days after the Time of Purchase, to 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 Time of Purchase, to deliver to counsel to the Underwriters a certificate signed by an officer of the Company certifying

that the actions required by the foregoing clause (i) have been taken. The Company shall further provide counsel to the Underwriters,

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 counsel to the Underwriters, concurrently

with the furnishing of such opinion, a list of the recording information for all such filings.

(x)             If

the third anniversary of the initial effective date of the Registration Statement occurs before all of the Securities have been sold by

the Underwriters, prior to such third anniversary, to file a new shelf registration statement and to take any other action necessary to

permit the public offering of the Securities to continue without interruption; references in this Section 4(x) to the Registration

Statement shall include such new registration statement declared effective by the Commission or otherwise deemed to have become effective

upon filing.

(y)             If,

at any time when Securities remain unsold by the Underwriters, the Company receives from the Commission a notice pursuant to Rule 401(g)(2) under

the Act or otherwise ceases to be eligible to use the automatic shelf registration statement form, to (i) promptly notify the Representatives

thereof, (ii) promptly file a new registration statement or post-effective amendment on the proper form relating to the Securities,

in a form reasonably satisfactory to the Representatives, (iii) use its reasonable best efforts to cause such registration statement

or post-effective amendment to be declared effective and (iv) promptly notify the Representatives of such effectiveness.

5.             Representations

and Warranties of the Company. The Company represents and warrants to, and agrees with, each of the Underwriters as of the Time of

Sale and the Time of Purchase as follows.

(a)             The

Company meets the requirements for the use of Form S-3 under the Act; the Registration Statement has become effective under the Act,

meets the requirements set forth in paragraph (a)(1)(ix) or (a)(1)(x) of Rule 415 under the Act and complies in all other

respects with Rule 415 under the Act; a true and correct copy of the Registration Statement as amended to the date hereof has been

made available to each of the Representatives and to the Representatives for each of the other Underwriters; any filing of the Preliminary

Prospectus pursuant to Rule 424 under the Act has been made, and any filing of the Prospectus and any supplements thereto required

pursuant to Rule 424 under the Act will be made in the manner and within the time period required by Rule 424 under the Act;

no stop order suspending the effectiveness of the Registration Statement or any part thereof has been issued under the Act and no proceedings

for such purposes have been instituted or, to the knowledge of the Company, threatened or are pending before the Commission, and any request

on the part of the Commission for additional information has been complied with by the Company; and no order preventing or suspending

the use of any Issuer Free Writing Prospectus has been issued by the Commission. (1) At the respective times that the Registration

Statement and each amendment thereto became effective and at the Time of Sale (which the Representatives have informed the Company is

a time that is the earlier of (x) the date on which the Prospectus was first used and (y) the date and time of the first contract

of sale of the Securities) (the “Applicable Effective Time”), the Registration Statement and the Basic Prospectus complied,

(2) at the Time of Sale the Time of Sale Prospectus complied, and (3) on its issue date the Prospectus will comply, in each

case in all material respects with the applicable provisions of the Act and the related rules and regulations of the Commission.

(A) At the respective times that the Registration Statement and each amendment thereto became effective and at the Applicable Effective

Time, the Registration Statement did not contain any untrue statement of a material fact or omit to state a material fact required to

be stated therein or necessary to make the statements therein not misleading, (B) the Basic Prospectus, as of its issue date, did

not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein,

in the light of the circumstances under which they were made, not misleading, (C) the Time of Sale Prospectus, as of the Time of

Sale, does not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements

therein, in the light of the circumstances under which they were made, not misleading, and (D) the Prospectus, on its issue date

and, as amended or supplemented, if applicable, as of the Time of Purchase, will not include any untrue statement of a material fact or

omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were

made, not misleading, except in each case that the Company makes no representation or warranty to any Underwriter with respect to any

statements or omissions made therein in reliance upon and in conformity with information furnished in writing to the Company through the

Representatives on behalf of any Underwriter expressly for use therein (as set forth in Section 7(b) hereof). Each document

listed in Schedule III hereto, as of its issue date and at all subsequent times through the completion of the public offer and

sale of the Securities or until any earlier date that the Company notified or notifies the Representatives, did not, does not and will

not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement,

the Time of Sale Prospectus or the Prospectus.

(b)             The

documents incorporated by reference in the Registration Statement, the Basic Prospectus, the Time of Sale Prospectus and the Prospectus,

when they were filed with the Commission (or, if an amendment with respect to any such document was filed, when such amendment was filed

with the Commission), conformed in all material respects to the requirements of the Exchange Act and the rules and regulations of

the Commission promulgated thereunder, and any further documents so filed and incorporated by reference will, when they are filed with

the Commission, conform in all material respects to the requirements of the Exchange Act and the rules and regulations of the Commission

promulgated thereunder; and none of such documents, when it was filed (or, if an amendment with respect to any such document was filed,

when such amendment was filed), contained an untrue statement of a material fact or omitted to state a material fact required to be stated

therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and

no such further document, when it is filed, will contain an untrue statement of a material fact or will omit to state a material fact

required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they are made,

not misleading. No such documents were filed with the Commission since the Commission’s close of business on the business day immediately

prior to the date hereof other than as expressly set forth in the Prospectus. The Company has given the Representatives notice of any

filings made within 48 hours prior to the Time of Sale pursuant to the Exchange Act and the rules and regulations of the Commission

promulgated thereunder.

Company has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Michigan and

has all requisite authority to own or lease its properties and conduct its business as described in the Time of Sale Prospectus and the

Prospectus and to consummate the transactions contemplated hereby, and is duly qualified to transact business and is in good standing

in each jurisdiction in which the conduct of its business as described in the Time of Sale Prospectus and the Prospectus or its ownership

or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would

not have a material adverse effect on the Company and its subsidiaries taken as a whole (a “Material Adverse Effect”).

(d)             Each

significant subsidiary (as defined in Rule 405 under the Act, and herein called a “Significant Subsidiary”) of

the Company has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its organization,

has all requisite authority to own or lease its properties and conduct its business as described in the Time of Sale Prospectus and the

Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business

as described in the Time of Sale Prospectus and the Prospectus or its ownership or leasing of property requires such qualification, except

to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect.

(e)             The

Securities are in the form contemplated by the Indenture and have been duly authorized by the Company. At the Time of Purchase, the Securities

will have been duly executed and delivered by the Company and, when authenticated by the Trustee in the manner provided for in the Indenture

and delivered against payment therefor as provided in this Agreement, will constitute valid and binding obligations of the Company, enforceable

against the Company in accordance with their terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency,

reorganization, moratorium or other similar laws affecting creditors’ rights generally or by general principles of equity (regardless

of whether enforcement is considered in a proceeding at law or in equity) and will be entitled to the security afforded by the Indenture

equally and ratably with all securities outstanding thereunder. The Securities will conform in all material respects to the descriptions

thereof in the Time of Sale Prospectus and the Prospectus and such descriptions conform in all material respects to the rights set forth

in the instruments defining the same. The Company knows of no reason that any holder of the Securities would be subject to personal liability

solely by reason of being such a holder. The issuance of the Securities is not subject to any preemptive or other similar rights of any

securityholder of the Company or any of its subsidiaries.

(f)             The

Indenture has been duly authorized by the Company. At the Time of Purchase, the Indenture will have been duly executed and delivered by

the Company and will constitute a valid and binding obligation of the Company, enforceable against the Company in accordance with its

terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar

laws affecting creditors’ rights generally or by general principles of equity (regardless of whether enforcement is considered in

a proceeding at law or in equity); the Indenture conforms in all material respects to the descriptions thereof in the Time of Sale Prospectus

and the Prospectus; the Indenture conforms to the requirements of the Trust Indenture Act of 1939, as amended (the “Trust Indenture

Act”); and the Indenture is qualified under the Trust Indenture Act.

(g)             This

Agreement has been duly authorized, executed and delivered by the Company, and the Company has full corporate power and authority to enter

into this Agreement.

(h)             The

Company has good and marketable title to all its important properties described in the Time of Sale Prospectus and the Prospectus and

to substantially all other real estate and property specifically described in the Indenture as subject to the lien thereof except (i) that

released or retired in accordance with the provisions of the Indenture, (ii) leased offices, garages and service buildings, (iii) certain

electric substations and gas regulator stations and other facilities erected on sites under leases, easements, permits or contractual

arrangements, (iv) certain pollution control facilities, which are subject to security interests granted to various municipalities

and economic development corporations under installment sales contracts, (v) 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 (vi) as

to certain gas storage fields, the Company’s interest in certain of the gas rights and rights of storage and other rights incidental

thereto are in the nature of an easement or leasehold interest only. The Indenture constitutes, as security for the Securities, a valid

direct first mortgage lien on the real estate, property and franchises, subject only to excepted encumbrances as defined therein and except

as otherwise expressly stated therein. The Indenture is effective to create the lien intended to be created thereby. Real estate, property

or franchises in the State of Michigan hereafter acquired by the Company will become subject to the lien of the Indenture, at the time

of acquisition, subject to liens existing thereon at the time of acquisition, 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.

(i)             The

Company has all necessary consents, authorizations, approvals, orders, certificates and permits of and from, and has made all declarations

and filings with, all federal, state, local and other governmental authorities, all self-regulatory organizations and all courts and other

tribunals, to own, lease, license and use its properties and assets and to conduct its business in the manner described in the Time of

Sale Prospectus and the Prospectus, except to the extent that the failure to obtain, declare or file the foregoing would not have a Material

Adverse Effect.

(j)             An

appropriate order has been entered by the Federal Energy Regulatory Commission under the Federal Power Act authorizing the issuance and

sale of the Securities and such order is in full force and effect. No other order, license, consent, authorization or approval of, exemption

by, giving of notice to, or registration with, any federal, state, local or other governmental department, commission, board, bureau,

agency or instrumentality, and no filing, recording, publication or registration in any public office or any other place, was or is now

required to be obtained by the Company to authorize its execution or delivery of, or the performance of its obligations under, this Agreement,

the Indenture or the Securities, except such as have been obtained or may be required under state securities or blue sky laws, as referred

to in the Time of Sale Prospectus or as contemplated by Section 4(w) hereof.

(k)             None

of the issuance or sale of the Securities, or the execution or delivery by the Company of, or the performance by the Company of its obligations

under, this Agreement, the Indenture or the Securities, did or will conflict with, result in a breach of any of the terms or provisions

of, or constitute a default or require the consent of any party under, the Company’s Restated Articles of Incorporation or Amended

and Restated Bylaws, any material agreement or instrument to which it is a party, any existing applicable law, rule or regulation

or any judgment, order or decree of any government, governmental instrumentality or court, domestic or foreign, having jurisdiction over

the Company or any of its properties or assets, or (other than the lien contemplated by the Indenture) did or will result in the creation

or imposition of any lien on the Company’s properties or assets.

(l)             The

Company has an authorized capitalization as set forth in the Time of Sale Prospectus and all of the issued shares of capital stock of

the Company have been duly and validly authorized and issued and are fully paid and non-assessable.

(m)             Except

as disclosed in the Time of Sale Prospectus, there is no action, suit, proceeding, inquiry or investigation (at law or in equity or otherwise)

pending or, to the knowledge of the Company, threatened against the Company or any Significant Subsidiary of the Company before or brought

by any court or governmental authority that (i) questions the validity, enforceability or performance of this Agreement, the Indenture

or the Securities or (ii) would reasonably be expected to have a Material Adverse Effect or materially adversely affect the ability

of the Company to perform its obligations hereunder or the consummation of the transactions contemplated by this Agreement.

(n)             There

has not been any material and adverse change, or any development involving a prospective material and adverse change, in or affecting

the condition (financial or otherwise), prospects, earnings, business or properties of the Company and its Significant Subsidiaries, taken

as a whole, from that set forth or incorporated by reference in the Time of Sale Prospectus (other than changes referred to in or contemplated

by the Time of Sale Prospectus).

(o)             Except

as set forth in the Time of Sale Prospectus, no event or condition exists that constitutes, or with the giving of notice or lapse of time

or both would constitute, a default or any breach or failure to perform by the Company or any of its Significant Subsidiaries, taken as

a whole, in any material respect under any indenture, mortgage, loan agreement, lease or other material agreement or instrument to which

the Company or any of its Significant Subsidiaries is a party or by which it or any of its respective properties may be bound.

(p)             The

Company, after giving effect to the offering and sale of the Securities, will not be an “investment company” within the meaning

of the Investment Company Act of 1940, as amended.

(q)             The

Company’s chief executive officer and chief financial officer are responsible for establishing and maintaining the Company’s

disclosure controls and procedures. The Company’s management, under the direction of the Company’s principal executive and

financial officers, has evaluated the effectiveness of the Company’s disclosure controls and procedures as of a date within 90 days

of the filing of the Company’s most recent annual report on Form 10-K. Based on such evaluation, the Company’s chief

executive officer and chief financial officer have concluded that the Company’s disclosure controls and procedures are effective

to ensure that material information was presented to them and properly disclosed. There have been no significant changes in the Company’s

internal controls or in other factors that could significantly affect internal controls subsequent to such evaluation.

(r)             The

Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed

in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation

of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability, (iii) access

to assets is permitted only in accordance with management’s general or specific authorization, (iv) the recorded accountability

for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences

and (v) interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement,

the Time of Sale Prospectus and the Prospectus is prepared in accordance with the Commission’s rules applicable thereto. The

Company is not aware of any material weakness in its internal controls over financial reporting.

(s)             Except

as described in the Time of Sale Prospectus and the Prospectus and except as would not, singly or in the aggregate, result in a Material

Adverse Effect, (A) neither the Company nor any of its subsidiaries is in violation of any federal, state, local or foreign statute,

law, rule, regulation, ordinance, code, policy or rule of common law or any judicial or administrative interpretation thereof, including

any judicial or administrative order, consent, decree or judgment, relating to pollution or protection of human health, the environment

(including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without

limitation, laws and regulations relating to the release or threatened release of chemicals, pollutants, contaminants, wastes, toxic substances,

hazardous substances, petroleum or petroleum products, asbestos-containing materials or mold (collectively, “Hazardous Materials”)

or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively,

“Environmental Laws”), (B) the Company and its subsidiaries have all permits, authorizations and approvals required

under any applicable Environmental Laws and are each in compliance with their requirements, (C) there are no pending or, to the knowledge

of the Company, threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance

or violation, investigations or proceedings relating to any Environmental Law against the Company or any of its subsidiaries and (D) there

are no events or circumstances that would reasonably be expected to form the basis of an order for clean-up or remediation, or an action,

suit or proceeding by any private party or governmental body or agency, against or affecting the Company or any of its subsidiaries relating

to Hazardous Materials or any Environmental Laws.

(t)             The

financial statements and the related notes thereto of the Company and its consolidated subsidiaries incorporated by reference in the Registration

Statement, the Time of Sale Prospectus and the Prospectus comply in all material respects with the applicable requirements of the Act

and the Exchange Act and the rules and regulations of the Commission thereunder, as applicable, and present fairly, in all material

respects, the financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations

and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with generally

accepted accounting principles applied on a basis substantially consistent throughout the periods covered thereby, except where an exception

thereto has been adequately described therein, and the supporting schedules incorporated by reference in the Registration Statement present

fairly, in all material respects, the information required to be stated therein; the other financial information incorporated by reference

in the Registration Statement, the Time of Sale Prospectus and the Prospectus has been derived from the accounting records of the Company

and its consolidated subsidiaries, or, in the case of data not derivable from the accounting records of the Company and its consolidated

subsidiaries, other data in the possession of the Company and its consolidated subsidiaries, and presents fairly the information shown

thereby; and any pro forma financial information and the related notes thereto incorporated by reference in the Registration Statement,

the Time of Sale Prospectus and the Prospectus have been prepared in accordance with the applicable requirements of the Act and the Exchange

Act, as applicable, and the assumptions underlying any such pro forma financial information are reasonable and are set forth in

the Registration Statement, the Time of Sale Prospectus and the Prospectus. The interactive data in eXtensible Business Reporting Language

included or incorporated by reference in the Registration Statement, the Time of Sale Prospectus and the Prospectus conform in all material

respects to the requirements of the Commission’s rules applicable thereto.

(u)             At

the latest of the time (i) of filing the Original Registration Statement, (ii) of the most recent amendment thereto for the

purposes of complying with Section 10(a)(3) of the Act (whether such amendment was by post-effective amendment, incorporated

report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus) and (iii) the Company or any person

acting on its behalf (within the meaning, for this clause only, of Rule 163(c) under the Act) made any offer relating to the

Securities in reliance on the exemption provided by Rule 163 under the Act, and at the date hereof, the Company was and is a well-known

seasoned issuer (as defined in Rule 405 under the Act), including not having been and not being an ineligible issuer (as defined

in Rule 405 under the Act). At the date hereof, the time of filing of the Original Registration Statement and the earliest time thereafter

that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Act)

of the Securities, the Company was not and is not an ineligible issuer (as defined in Rule 405 under the Act), without taking into

account any determination by the Commission pursuant to Rule 405 under the Act that it is not necessary that the Company be considered

an ineligible issuer (as defined in Rule 405 under the Act).

(v)             The

Registration Statement is an automatic shelf registration statement (as defined for purposes of this Section 5(v) in Rule 405

under the Act) and initially became effective not earlier than the date that is three years prior to the Time of Purchase. The Company

has not received from the Commission any notice pursuant to Rule 401(g)(2) under the Act objecting to the use of the automatic

shelf registration statement form, and the Securities have been and remain eligible for registration by the Company on an automatic shelf

registration statement form.

(w)             The

Company has implemented and maintains in effect policies, procedures and/or practices designed to ensure, in its reasonable judgment,

compliance in all material respects by the Company, its subsidiaries and their respective directors, officers, employees and agents with

(i) all laws, rules and regulations of any jurisdiction applicable to the Company or any of its subsidiaries from time to time

concerning or relating to bribery or corruption (“Anti-Corruption Laws”) and (ii) all applicable economic or financial

sanctions or trade embargoes imposed, administered or enforced from time to time by (A) the U.S. government, including those administered

by the Office of Foreign Assets Control of the U.S. Department of Treasury (“OFAC”) or the U.S. Department of State,

or (B) the United Nations Security Council, the European Union, any European Union member state or His Majesty’s Treasury of

the United Kingdom (collectively, “Sanctions”). The Company, its subsidiaries and their respective officers and employees,

and, to the knowledge of the Company, its directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in

all material respects. None of the Company, any of its subsidiaries or, to the knowledge of the Company or any such subsidiary, any of

their respective directors, officers or employees, is (1) a person or entity listed in any Sanctions-related list of designated

persons or entities maintained by OFAC, the U.S. Department of State, the United Nations Security Council, the European Union or any European

Union member state, (2) a person or entity operating, organized or resident in a country, region or territory that is itself the

subject or target of any Sanctions (at the time of this Agreement, including, without limitation, Crimea, Cuba, Iran, North Korea,

the non-government controlled areas of Zaporizhzhia and Kherson, the so-called Donetsk People’s Republic, the so-called Luhansk

People’s Republic or any other Covered Region of Ukraine identified pursuant to Executive Order 14065) (each, a “Sanctioned

Country”) or (3) a person or entity owned or controlled by any such person or persons or entity or entities described in

the foregoing clause (1) or clause (2) (each, a “Sanctioned Person”). No transaction contemplated by this

Agreement will violate any Anti-Corruption Law or applicable Sanctions.

(x)             The

Company will maintain in effect and enforce policies, procedures and/or practices designed to ensure, in its reasonable judgment, compliance

in all material respects by the Company, its subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption

Laws and applicable Sanctions.

(y)             The

Company shall not directly or knowingly indirectly use, and shall procure that its subsidiaries and its or their respective directors,

officers, employees and agents shall not directly or knowingly indirectly use, the proceeds of the issuance and sale of the Securities

(i) in furtherance of an offer, payment, promise to pay or authorization of the payment or giving of money, or anything else of value,

to any person or entity in violation of any Anti-Corruption Laws, (ii) for the purpose of funding, financing or facilitating any

activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, to the extent such activities, businesses

or transaction would be prohibited by Sanctions, or (iii) in any manner that would result in the violation of any Sanctions applicable

to any party hereto. Notwithstanding the foregoing, the Company’s and its subsidiaries’ provision of utility services in the

ordinary course of business in accordance with applicable law, including Anti-Corruption Laws and applicable Sanctions, shall not constitute

a violation of this Section 5(y).

(z)             Except

as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, there has been no security breach or other

compromise of or relating to any of the Company’s or its subsidiaries’ information technology and computer systems, networks,

hardware, software, data (including the data of their respective customers, employees, suppliers and vendors and any third party data

maintained by or on behalf of them), equipment or technology (collectively, “IT Systems and Data”), except as would

not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and its subsidiaries have

not been notified of, and have no knowledge of any event or condition that would reasonably be expected to result in, any security breach

or other compromise to their IT Systems and Data, except as would not, individually or in the aggregate, reasonably be expected to have

a Material Adverse Effect. The Company and its subsidiaries are presently in compliance with all applicable laws and statutes, all judgments,

orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, all internal policies and all contractual

obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized

use, access, misappropriation or modification, except as would not, individually or in the aggregate, reasonably be expected to have a

Material Adverse Effect. The Company and its subsidiaries have implemented backup and disaster recovery technology consistent with industry

standards and practices. The Company and its subsidiaries have policies and procedures in place designed to ensure the integrity and security

of the IT Systems and Data and comply with such policies and procedures in all material respects.

6.             Free

Writing Prospectuses.

(a)             The

Company represents, warrants, covenants and agrees that, without the prior consent of the Representatives, it has not made and will not

make any offer relating to the Securities that would constitute a free writing prospectus (as defined in Rule 405 under the Act),

other than the Final Term Sheet. Each Underwriter represents, warrants, covenants and agrees, severally and not jointly, that, without

the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Securities that

would constitute an Issuer Free Writing Prospectus or other free writing prospectus (as defined in Rule 405 under the Act) that would

be required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act, other than the

Final Term Sheet; provided, that the prior consent of the parties hereto shall be deemed to have been given in respect of any free writing

prospectus (as defined in Rule 405 under the Act) included in Schedule III hereto. Each Underwriter further covenants and

agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus

(as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad

unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified

in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted

dissemination. Any such free writing prospectus, the use of which has been consented to by the Company and the Representatives (including

those listed on Schedule III hereto), is hereinafter referred to as a “Permitted Free Writing Prospectus”. For

the purposes of clarity, nothing in this Section 6(a) shall restrict the Company from making any filings required in order to

comply with its reporting obligations under the Exchange Act or the rules and regulations of the Commission promulgated thereunder.

(b)             The

Company represents and warrants that it has treated or covenants and agrees that it will treat each Permitted Free Writing Prospectus

as an issuer free writing prospectus (as defined in Rule 433 under the Act) and has complied and will comply with the requirements

of Rule 164 and Rule 433 under the Act applicable to any Permitted Free Writing Prospectus, including, without limitation, timely

Commission filing where required, legending and record keeping.

Company covenants and agrees that if at any time following issuance of an Issuer Free Writing Prospectus any event occurred or occurs

as a result of which such Issuer Free Writing Prospectus would (i) conflict with the information in the Registration Statement, the

Time of Sale Prospectus or the Prospectus or (ii) when read together with the other information that is part of the Time of Sale

Prospectus, include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements

therein, in the light of the circumstances then prevailing, not misleading, the Company will give prompt notice thereof to the Representatives

and, if requested by the Representatives, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus

or other document that will correct such conflict, statement or omission.

7.             Indemnification.

(a)             The

Company agrees, to the extent permitted by law, to indemnify and hold harmless each of the Underwriters, and each person, if any, who

controls any such Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, against any and

all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act or otherwise,

and to reimburse the Underwriters and such controlling person or persons, if any, for any legal or other expenses incurred by them in

connection with defending any action, suit or proceeding (including governmental investigations) as provided in Section 7(c) hereof,

insofar as such losses, claims, damages, liabilities or actions, suits or proceedings (including governmental investigations) arise out

of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the

Basic Prospectus (if used prior to the date of the Prospectus), the Time of Sale Prospectus or the Prospectus, or, if the Prospectus shall

be amended or supplemented, in the Prospectus as so amended or supplemented (if such Prospectus or such Prospectus as amended or supplemented

is used after the period of time referred to in Section 4(e) hereof, it shall contain or be used with such amendments or supplements

as the Company deems necessary to comply with Section 10(a) of the Act), the information contained in the Final Term Sheet,

any Issuer Free Writing Prospectus or any issuer information (within the meaning of Rule 433 under the Act) filed or required to

be filed pursuant to Rule 433(d) under the Act or arise out of or are based upon any omission or alleged omission to state therein

a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses,

claims, damages, liabilities or actions, suits or proceedings (including governmental investigations) arise out of or are based upon any

such untrue statement or alleged untrue statement or omission or alleged omission that was made in such Registration Statement, Basic

Prospectus, Time of Sale Prospectus or Prospectus, or in the Prospectus as so amended or supplemented, any Issuer Free Writing Prospectus

or any issuer information (within the meaning of Rule 433 under the Act) filed or required to be filed pursuant to Rule 433(d) under

the Act in reliance upon and in conformity with information furnished in writing to the Company through the Representatives on behalf

of any Underwriter expressly for use therein.

The Company’s indemnity

agreement contained in this Section 7(a), and the covenants, representations and warranties of the Company contained in this Agreement,

shall remain in full force and effect regardless of any investigation made by or on behalf of any person, and shall survive the delivery

of and payment for the Securities hereunder, and the indemnity agreement contained in this Section 7 shall survive any termination

of this Agreement. The liabilities of the Company in this Section 7(a) are in addition to any other liabilities of the Company

under this Agreement or otherwise.

(b)             Each

Underwriter agrees, severally and not jointly, to the extent permitted by law, to indemnify, hold harmless and reimburse the Company,

its directors and such of its officers as shall have signed the Registration Statement and each person, if any, who controls the Company

within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, to the same extent and upon the same terms as

the indemnity agreement of the Company set forth in Section 7(a) hereof, but only with respect to alleged untrue statements

or omissions made in the Registration Statement, the Basic Prospectus, the Time of Sale Prospectus, the Prospectus, as amended or supplemented

(if applicable), or any Issuer Free Writing Prospectus in reliance upon and in conformity with information furnished in writing to the

Company through the Representatives on behalf of such Underwriter expressly for use therein.

The indemnity agreement on the

part of each Underwriter contained in this Section 7(b) and the covenants, representations and warranties of such Underwriter

contained in this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the Company

or any other person, and shall survive the delivery of and payment for the Securities hereunder, and the indemnity agreement contained

in this Section 7 shall survive any termination of this Agreement. The liabilities of each Underwriter in this Section 7(b) are

in addition to any other liabilities of such Underwriter under this Agreement or otherwise. The Company acknowledges that the third, sixth,

seventh, eighth, eleventh and twelfth paragraphs under the heading “Underwriting” in the Prospectus constitute the only information

furnished in writing by or on behalf of the several Underwriters for inclusion in the Registration Statement, the Basic Prospectus, the

Time of Sale Prospectus, the Prospectus and any Issuer Free Writing Prospectus, as the case may be.

a claim is made or an action, suit or proceeding (including governmental investigation) is commenced or threatened against any person

as to which indemnity may be sought under Section 7(a) hereof or Section 7(b) hereof, such person (the “Indemnified

Person”) shall notify the person against whom such indemnity may be sought (the “Indemnifying Person”) promptly

after any assertion of such claim, promptly after any threat is made to institute an action, suit or proceeding or, if such an action,

suit or proceeding is commenced against such Indemnified Person, promptly after such Indemnified Person shall have been served with a

summons or other first legal process, giving information as to the nature and basis of the claim. Failure to so notify the Indemnifying

Person shall not, however, relieve the Indemnifying Person from any liability that it may have on account of the indemnity under Section 7(a) hereof

or Section 7(b) hereof if the Indemnifying Person has not been prejudiced in any material respect by such failure. Subject to

the immediately succeeding sentence, the Indemnifying Person shall assume the defense of any such litigation or proceeding, including

the employment of counsel and the payment of all expenses, with such counsel being designated, subject to the immediately succeeding sentence,

in writing by the Representatives in the case of parties indemnified pursuant to Section 7(b) hereof and by the Company in the

case of parties indemnified pursuant to Section 7(a) hereof. Any Indemnified Person shall have the right to participate in such

litigation or proceeding and to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified

Person unless (i) the Indemnifying Person and the Indemnified Person shall have mutually agreed to the retention of such counsel

or (ii) the named parties to any such proceeding (including any impleaded parties) include (x) the Indemnifying Person and (y) the

Indemnified Person and, in the written opinion of counsel to such Indemnified Person, representation of both parties by the same counsel

would be inappropriate due to actual or likely conflicts of interest between them, in either of which cases the reasonable fees and expenses

of counsel (including disbursements) for such Indemnified Person shall be reimbursed by the Indemnifying Person to the Indemnified Person.

If there is a conflict as described in clause (ii) above, and the Indemnified Person(s) have participated in the litigation

or proceeding utilizing separate counsel whose fees and expenses have been reimbursed by the Indemnifying Person and the Indemnified Person(s),

or any of them, are found in a final judicial determination to be liable, such Indemnified Person(s) shall repay to the Indemnifying

Person such fees and expenses of such separate counsel as the Indemnifying Person shall have reimbursed. It is understood that the Indemnifying

Person shall not, in connection with any litigation or proceeding or related litigation or proceedings in the same jurisdiction as to

which the Indemnified Person(s) are entitled to such separate representation, be liable under this Agreement for the reasonable fees

and out-of-pocket expenses of more than one separate firm (together with not more than one appropriate local counsel) for all such Indemnified

Persons. Subject to the next paragraph, all such fees and expenses shall be reimbursed by payment to the Indemnified Person(s) of

such reasonable fees and expenses of counsel promptly after payment thereof by the Indemnified Person(s).

In furtherance of the requirement

above that fees and expenses of any separate counsel for the Indemnified Person(s) shall be reasonable, the Underwriters and the

Company agree that the Indemnifying Person’s obligations to pay such fees and expenses shall be conditioned upon the following:

(1)             in

case separate counsel is proposed to be retained by the Indemnified Person(s) pursuant to clause (ii) of the preceding paragraph,

the Indemnified Person(s) shall in good faith fully consult with the Indemnifying Person in advance as to the selection of such counsel;

(2)             reimbursable

fees and expenses of such separate counsel shall be detailed and supported in a manner reasonably acceptable to the Indemnifying Person

(but nothing herein shall be deemed to require the furnishing to the Indemnifying Person of any information, including, without limitation,

computer print-outs of lawyers’ daily time entries, to the extent that, in the judgment of such counsel, furnishing such information

might reasonably be expected to result in a waiver of any attorney-client privilege); and

(3)             the

Company and the Representatives shall cooperate in monitoring and controlling the fees and expenses of separate counsel for Indemnified

Person(s) for which the Indemnifying Person is liable hereunder, and the Indemnified Person(s) shall use every reasonable effort

to cause such separate counsel to minimize the duplication of activities as between themselves and counsel to the Indemnifying Person.

The Indemnifying Person shall

not be liable for any settlement of any litigation or proceeding effected without the written consent of the Indemnifying Person, but,

if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Person agrees, subject to the provisions

of this Section 7, to indemnify the Indemnified Person from and against any loss, damage, liability or expense by reason of such

settlement or judgment. The Indemnifying Person shall not, without the prior written consent of the Indemnified Person(s), effect any

settlement of any pending or threatened litigation, proceeding or claim in respect of which indemnity has been properly sought by the

Indemnified Person(s) hereunder, unless such settlement includes an unconditional release by the claimant of all Indemnified Persons

from all liability with respect to claims that are the subject matter of such litigation, proceeding or claim and does not include a statement

as to or an admission of fault, culpability or a failure to act, by or on behalf of any Indemnified Person.

(d)             If

the indemnification provided for above in this Section 7 is unavailable to or insufficient to hold harmless an Indemnified Person

under such Section 7 in respect of any losses, claims, damages or liabilities (or actions, suits or proceedings (including governmental

investigations) in respect thereof) referred to therein, then each Indemnifying Person under this Section 7 shall contribute to the

amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities (or actions in respect thereof)

in such proportion as is appropriate to reflect the relative benefits received by the Indemnifying Person on the one hand and the Indemnified

Person on the other from the offering of the Securities. If, however, the allocation provided by the immediately preceding sentence is

not permitted by applicable law, then each Indemnifying Person shall contribute to such amount paid or payable by such Indemnified Person

in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of each Indemnifying Person,

if any, on the one hand and the Indemnified Person on the other in connection with the statements or omissions that resulted in such losses,

claims, damages or liabilities (or actions, suits or proceedings (including governmental investigations) in respect thereof), as well

as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on

the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received

by the Company and the total discounts or commissions received by the Underwriters, in each case as set forth in the table on the cover

page of the Prospectus, bear to the aggregate public offering price of the Securities. The relative fault shall be determined by

reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission

to state a material fact relates to information supplied by the Company on the one hand or the Underwriters on the other and the parties’

relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the

Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata

allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take

account of the equitable considerations referred to above in this Section 7. The amount paid or payable by an Indemnified Person

as a result of the losses, claims, damages or liabilities (or actions, suits or proceedings (including governmental proceedings) in respect

thereof) referred to above in this Section 7 shall be deemed to include any legal or other expenses reasonably incurred by such Indemnified

Person in connection with investigating or defending any such actions, suits or proceedings (including governmental proceedings) or claims,

provided that the provisions of this Section 7 have been complied with (in all material respects) in respect of any separate counsel

for such Indemnified Person. Notwithstanding the provisions of this Section 7, no Underwriter shall be required to contribute any

amount in excess of the purchase discount or commission applicable to the Securities purchased by such Underwriter hereunder. No person

guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from

any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations in this Section 7 to contribute

are several in proportion to their respective underwriting obligations and not joint.

The agreement with respect to

contribution contained in this Section 7(d) shall remain in full force and effect regardless of any investigation made by or

on behalf of the Company or any Underwriter, and shall survive delivery of and payment for the Securities hereunder and any termination

of this Agreement.

8.             Substitution

of Underwriters. If any Underwriter under this Agreement shall fail or refuse (otherwise than for some reason sufficient to justify,

in accordance with the terms hereof, the termination of its obligations hereunder) to purchase the Securities that it had agreed to purchase

at the Time of Purchase, the Representatives shall immediately notify the Company and the Representatives and the other Underwriters may,

within 36 hours of the giving of such notice, determine to purchase, or to procure one or more other members of the Financial Industry

Regulatory Authority, Inc. (“FINRA”) (or, if not members of the FINRA, who are foreign banks, dealers or institutions

not registered under the Exchange Act and who agree in making sales to comply with the FINRA’s Conduct Rules), satisfactory to the

Company, to purchase, upon the terms herein set forth, the principal amount of Securities that the defaulting Underwriter had agreed to

purchase. If any non-defaulting Underwriter or Underwriters shall determine to exercise such right, the Representatives shall give written

notice to the Company of such determination within 36 hours after the Company shall have received notice of any such default, and thereupon

the Time of Purchase shall be postponed for such period, not exceeding three business days, as the Company shall determine. If, in the

event of such a default, the Representatives shall fail to give such notice, or shall within such 36-hour period give written notice to

the Company that no other Underwriter or Underwriters, or others, will exercise such right, then this Agreement may be terminated by the

Company, upon like notice given to the Representatives within a further period of 36 hours. If in such case the Company shall not elect

to terminate this Agreement, it shall have the right, irrespective of such default:

(a)             to

require such non-defaulting Underwriters to purchase and pay for the respective principal amounts of Securities that they had severally

agreed to purchase hereunder, as herein above provided, and, in addition, the principal amount of Securities that the defaulting Underwriter

shall have so failed to purchase up to a principal amount thereof equal to one-ninth (1/9) of the respective principal amounts of Securities

that such non-defaulting Underwriters have otherwise agreed to purchase hereunder; and/or

(b)             to

procure one or more other members of the FINRA (or, if not members of the FINRA, who are foreign banks, dealers or institutions not registered

under the Exchange Act and who agree in making sales to comply with the FINRA’s Conduct Rules) to purchase, upon the terms herein

set forth, the principal amount of Securities that such defaulting Underwriter had agreed to purchase, or that portion thereof that the

remaining Underwriters shall not be obligated to purchase pursuant to Section 8(a) hereof.

In the event the Company shall

exercise its rights under Section 8(a) hereof and/or Section 8(b) hereof, the Company shall give written notice thereof

to the Representatives within such further period of 36 hours, and thereupon the Time of Purchase shall be postponed for such period,

not exceeding five business days, as the Company shall determine. In the event the Company shall be entitled to but shall not elect to

exercise its rights under Section 8(a) hereof and/or Section 8(b) hereof, the Company shall be deemed to have elected

to terminate this Agreement.

Any action taken by the Company

under this Section 8 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under

this Agreement. Termination by the Company under this Section 8 shall be without any liability on the part of the Company or any

non-defaulting Underwriter.

In the computation of any period

of 36 hours referred to in this Section 8, there shall be excluded a period of 24 hours in respect of each Saturday, Sunday or legal

holiday that would otherwise be included in such period of time.

9.             Effectiveness

and Termination of Agreement. This Agreement shall become effective upon the execution and delivery of this Agreement by the parties

hereto.

This Agreement may be terminated

at any time prior to the Time of Purchase by the Representatives if, prior to such time, any of the following events shall have occurred:

(i) trading in the Company’s securities shall have been suspended by the Commission or the New York Stock Exchange (“NYSE”)

or trading in securities generally on the NYSE shall have been suspended or limited or minimum prices shall have been established on such

exchange; (ii) a banking moratorium shall have been declared either by U.S. federal or New York State authorities; (iii) any

material disruption of securities settlement or clearance services; or (iv) any outbreak or escalation of hostilities, declaration

by the United States of a national emergency or war or other calamity, crisis or disruption in financial markets, the effect of which

on the financial markets of the United States is such as to impair, in the judgment of the Representatives, the marketability of the Securities.

If the Representatives elect

to terminate this Agreement, as provided in this Section 9, the Representatives will promptly notify the Company and each other Underwriter

by telephone or facsimile, confirmed by letter. If this Agreement shall not be carried out by any Underwriter for any reason permitted

hereunder, or if the sale of the Securities to the Underwriters as herein contemplated shall not be carried out because the Company is

not able to comply with the terms hereof, the Company shall not be under any obligation under this Agreement except as provided in Section 4(l) hereof

and shall not be liable to any Underwriter or to any member of any selling group for the loss of anticipated profits from the transactions

contemplated by this Agreement and the Underwriters shall be under no liability to the Company nor be under any liability under this Agreement

to one another.

Notwithstanding the foregoing,

the provisions of Section 4(j) hereof, Section 4(k) hereof, Section 4(l) hereof, Section 7 hereof and

Section 8 hereof shall survive termination of this Agreement.

10.             Notices.

All notices hereunder shall, unless otherwise expressly provided, be in writing and be delivered at or mailed to the following addresses

or be sent by facsimile or other electronic means as follows: (i) if to the Underwriters or the Representatives, to the Representatives

at the address or number, as appropriate, designated in Schedule I hereto; and (ii) if to the Company, to Consumers Energy

Company, One Energy Plaza, Jackson, Michigan 49201, Attention: Executive Vice President and Chief Financial Officer (Facsimile: 517-788-2186),

or in any case to such other address as the person to be notified may have requested in writing. In accordance with the requirements of

the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify

and record information that identifies their respective clients, including the Company, which information may include the name and address

of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients.

11.             Parties

in Interest. The agreement herein set forth has been and is made solely for the benefit of the Underwriters, the Company, the directors

and the officers of the Company as shall have signed the Registration Statement and the controlling persons, if any, referred to in Section 7

hereof, and their respective successors, assigns, executors and administrators, and, except as expressly otherwise provided in Section 8

hereof, no other person shall acquire or have any right under or by virtue of this Agreement.

12.             Definition

of Certain Terms. The term “Underwriters”, as used herein, shall be deemed to mean the several persons, firms or

corporations named in Schedule II hereto (including the Representatives herein mentioned, if so named), and the term “Representatives”,

as used herein, shall be deemed to mean the representative or representatives designated by, or in the manner authorized by, the Underwriters

in Schedule I hereto, which Representatives are hereby designated. If the firm or firms listed in Schedule I hereto are

the same as the firm or firms listed in Schedule II hereto, then the terms “Underwriters” and “Representatives”,

as used herein, shall each be deemed to refer to such firm or firms. The term “successors” as used in this Agreement

shall not include any purchaser, as such purchaser, of any of the Securities from any of the respective Underwriters.

13.             Governing

Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

14.             Counterparts.

This Agreement may be executed by any one or more of the parties hereto in any number of counterparts, each of which shall be deemed to

be an original, but all such respective counterparts shall together constitute one and the same instrument.

15.             No

Conflicts. The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual

counterparty to the Company with respect to the offering of the Securities contemplated hereby (including in connection with determining

the terms of the offering of the Securities) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other

person or entity. Additionally, the Underwriters are not advising the Company or any other person or entity as to any legal, tax, investment,

accounting or regulatory matters in any jurisdiction in connection with the offering of the Securities contemplated hereby. The Company

shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and

appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with

respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such

transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

16.             Recognition

of the U.S. Special Resolution Regimes. In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject

to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such Underwriter of this Agreement, and any

interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the

U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States

or a state of the United States. In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below)

of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this

Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could

be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the

United States. “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted

in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered

entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank”

as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as

that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning

assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S.

Special Resolution Regime” means each of (x) the Federal Deposit Insurance Act and the regulations promulgated thereunder

and (y) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

17.             Representations

by the Underwriters. Each of the Underwriters represents and warrants to, and agrees with, the Company as follows:

(a)             Such

Underwriter has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any Securities to any

retail investor in the United Kingdom. For purposes of this Section 17, “retail investor” means a person who is

one or more of the following: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565

as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018, as amended by the European

Union (Withdrawal Agreement) Act 2020 (the “EUWA”); (ii) a customer within the meaning of the provisions of the

United Kingdom’s Financial Services and Markets Act 2000, as amended (the “FSMA”), and any rules or regulations

made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in

point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law in the United Kingdom by virtue

of the EUWA; or (iii) not a qualified investor, as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic

law in the United Kingdom by virtue of the EUWA. For purposes of this Section 17, “offer” includes the communication

in any form and by any means of sufficient information on the terms of the offer and the Securities to be offered so as to enable an investor

to decide to purchase or subscribe for the Securities.

(b)             Such

Underwriter has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or

inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the

issue or sale of the Securities in circumstances in which Section 21(1) of the FSMA does not apply to the Company.

Underwriter has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to

the Securities in, from or otherwise involving the United Kingdom.

18.             Execution

by the Parties. This Agreement may be executed in counterparts, each of which when so executed shall be deemed to be an original and

all of which when taken together shall constitute one and the same instrument. The words “execution”, “signed”

and “signature” and words of like import in this Agreement or in any other certificate, agreement or document related to this

Agreement (to the extent not prohibited under governing documents) shall include images of manually executed signatures transmitted by

facsimile or other electronic format (including, without limitation, “pdf”, “tif” or “jpg”) and other

electronic signatures (including, without limitation, DocuSign and AdobeSign). The use of electronic signatures and electronic records

(including, without limitation, any contract or other record created, generated, sent, communicated, received or stored by electronic

means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping

system to the fullest extent permitted by applicable law, including, without limitation, the Electronic Signatures in Global and National

Commerce Act, the Michigan Uniform Electronic Transactions Act, the New York State Electronic Signatures and Records Act and any other

applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial

Code.

If the foregoing is in accordance

with your understanding, please sign and return to us counterparts hereof, and, upon the acceptance hereof by you, this letter and such

acceptance hereof shall constitute a binding agreement between each of the Underwriters and the Company.

Very truly yours,

Consumers

ENERGY Company

By: /s/ Jason M. Shore

Name: Jason M. Shore

Title: Vice President and Treasurer

Confirmed and accepted as of the date first written above:

BNP PARIBAS SECURITIES CORP.

J.P. MORGAN SECURITIES LLC

PNC CAPITAL MARKETS LLC

SMBC NIKKO SECURITIES AMERICA, INC.

TRUIST SECURITIES, INC.

FIFTH THIRD SECURITIES, INC.

LOOP CAPITAL MARKETS LLC

SAMUEL A. RAMIREZ & COMPANY, INC.

BNP PARIBAS SECURITIES CORP.

By: /s/ Pasquale A. Perraglia IV

Name: Pasquale A. Perraglia IV

Title: Managing Director

J.P. MORGAN SECURITIES LLC

By: /s/ Robert Bottamedi

Name: Robert Bottamedi

Title: Executive Director

PNC CAPITAL MARKETS LLC

By: /s/ Valerie Shadeck

Name: Valerie Shadeck

Title: Managing Director

SMBC NIKKO SECURITIES AMERICA, INC.

By: /s/ Amanda Boggs

Name: Amanda Boggs

Title: Managing Director

TRUIST SECURITIES, INC.

By: /s/ Rob Nordlinger

Name: Rob Nordlinger

Title: Managing Director

SCHEDULE I

BNP Paribas Securities Corp.

787 Seventh Avenue

New York, New York 10019

Attention: Syndicate Desk

Email: DL.US.Syndicate.Support@us.bnpparibas.com

J.P. Morgan Securities LLC

270 Park Avenue

New York, New York 10017

Attention: Investment Grade Syndicate

Facsimile: (212) 834-6081

PNC Capital Markets LLC

300 Fifth Avenue, 10th Floor

Pittsburgh, Pennsylvania 15222

Attention: Debt Capital Markets, Transaction Execution

Email: capitalmarketsnotices@pnc.com

SMBC Nikko Securities America, Inc.

277 Park Avenue, 5th Floor

New York, New York 10172

Attention: Debt Capital Markets

Email: NikkoGCNotices@smbcnikko-si.com

Truist Securities, Inc.

50 Hudson Yards, 70th Floor

New York, New York 10001

Attention: Investment Grade Debt Capital Markets

Facsimile: (404) 926-5027

I-1

SCHEDULE II

Underwriters

Principal

Amount of

Securities

Purchase

Price of

Securities*

BNP Paribas Securities Corp.

$ 147,050,000

$ 145,947,125

J.P. Morgan Securities LLC

$ 147,050,000

$ 145,947,125

PNC Capital Markets LLC

$ 147,050,000

$ 145,947,125

SMBC Nikko Securities America, Inc.

$ 147,050,000

$ 145,947,125

Truist Securities, Inc.

$ 147,050,000

$ 145,947,125

Fifth Third Securities, Inc.

$ 65,450,000

$ 64,959,125

Loop Capital Markets LLC

$ 24,650,000

$ 24,465,125

Samuel A. Ramirez & Company, Inc.

$ 24,650,000

$ 24,465,125

Total

$ 850,000,000

$ 843,625,000.00

* Reflecting a purchase price of 99.250% of the principal amount

of the Securities.

II-1

SCHEDULE III

Information Constituting Part of the Time of Sale Prospectus:

Final Term Sheet attached as Annex A hereto.

Information Not Constituting Part of the Time of Sale Prospectus:

None.

III-1

ANNEX A

Filed under Rule 433

File No. 333-293382-01

Final Term Sheet

April 30, 2026

Issuer: Consumers Energy Company

Securities: 5.125% First Mortgage Bonds due 2036

Aggregate Principal Amount Offered: $850,000,000

Maturity Date: May 1, 2036

Coupon: 5.125%

Yield to Maturity: 5.138%

Spread to Benchmark Treasury: +75 basis points

Benchmark Treasury Security: 4.125% due February 15,

2036

Benchmark Treasury Price and Yield: 97-29+;

4.388%

Interest Payment Dates: May 1 and November 1

First Interest Payment Date: November 1,

2026

Public Offering Price: 99.900% of the principal

amount

Optional Redemption: Make-whole call at any time prior to November 1, 2035

at the Treasury rate plus 15 basis points and, thereafter, at par

Tax Credit Event Redemption: In whole but not in part at 101% of the principal amount

plus accrued and unpaid interest (any notice of redemption may only be sent by the later of (a) December 31, 2026 and (b) six

months from the date of issuance)

Trade Date: April 30, 2026

Settlement Date: May 5, 2026 (T+3)

Expected Ratings

(Moody’s / S&P / Fitch): ____ (____)

/ ____ (____) / ____ (____)

Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal

at any time

Joint Book-Running Managers: BNP Paribas Securities

Corp.

J.P. Morgan Securities LLC

PNC Capital Markets LLC

SMBC Nikko Securities America, Inc.

Truist Securities, Inc.

Co-Managers: Fifth Third Securities, Inc.

Loop Capital Markets LLC

Samuel A. Ramirez & Company, Inc.

CUSIP/ISIN: 210518 EA0 / US210518EA04

III-A-1

Consumers Energy Company has filed a registration statement (including

a prospectus, as supplemented) with the Securities and Exchange Commission (“SEC”) for the offering to which this communication

relates. Before you invest, you should read the prospectus (as supplemented) in that registration statement and other documents Consumers

Energy Company has filed with the SEC for more complete information about Consumers Energy Company and this offering. You may get these

documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, Consumers Energy Company, any underwriter or any

dealer participating in the offering will arrange to send you the prospectus if you request it by calling BNP Paribas Securities Corp.

toll-free at (800) 854-5674, J.P. Morgan Securities LLC collect at (212) 834-4533, PNC Capital Markets LLC toll-free at (855) 881-0697,

SMBC Nikko Securities America, Inc. toll-free at (888) 868-6856 or Truist Securities, Inc. toll free at (800) 685-4786.

Any disclaimers or other notices that may appear below are not applicable

to this communication and should be disregarded. Such disclaimers were automatically generated as a result of this communication being

sent via email or another communication system.

III-A-2

EXHIBIT A

{FORM OF OPINION OF MELISSA M. GLEESPEN, ESQ.}

1. The Company is a duly organized, validly existing corporation in good standing under the laws of the State

of Michigan.

2. All legally required corporate proceedings in connection with the authorization, issuance and validity

of the Securities and the sale of the Securities by the Company in accordance with the Underwriting Agreement have been taken and an appropriate

order has been entered by the Federal Energy Regulatory Commission under the Federal Power Act granting authority for the issuance and

sale of the Securities and such order is in full force and effect; and no other approval, authorization, consent or order of any governmental

regulatory body is required with respect to the Company’s execution and delivery of, and performance of its obligations under, the

Underwriting Agreement and the Indenture or is required with respect to the issuance and sale of, and the performance by the Company of

its obligations under, the Securities (other than in connection with or in compliance with the provisions of the securities or blue sky

laws of any state, as to which I express no opinion).

3. The statements made in the Time of Sale Prospectus and the Prospectus under the caption “Material

United States Federal Income Tax Considerations”, to the extent that such statements purport to describe matters of United States

federal income tax law and regulations, accurately describe such matters in all material respects.

4. The statements made in the Time of Sale Prospectus and the Prospectus under the captions “Description

of Securities”, “Description of the Bonds” and “Underwriting”, to the extent that such statements purport

to describe certain provisions of the Indenture, the Securities or the Underwriting Agreement or legal matters, accurately describe such

provisions or legal matters in all material respects; and the Indenture and the Securities conform in all material respects to the descriptions

thereof and to the statements in regard thereto contained in such sections of the Time of Sale Prospectus and the Prospectus.

5. The Registration Statement was automatically effective upon filing on February 11, 2026; any required

filing of each prospectus relating to the Securities (including the Prospectus) pursuant to Rule 424 under the Act has been made

in compliance with and in the time periods provided by Rule 424 under the Act and all material required to be filed by the Company

pursuant to Rule 433(d) under the Act has been filed with the Commission within the applicable time period prescribed for such

filing by Rule 164 and Rule 433 under the Act; the Registration Statement, at the time it became effective and at the Applicable

Effective Time, each of the Preliminary Prospectus and the Prospectus, at the time it was filed with the Commission pursuant to Rule 424

under the Act, and each document incorporated in each of the Preliminary Prospectus and the Prospectus as such document was originally

filed pursuant to the Exchange Act (except for (i) the financial statements and schedules contained or incorporated by reference

therein (including the notes thereto and the auditors’ reports thereon) or omitted therefrom and (ii) the other financial information

contained or incorporated by reference therein or omitted therefrom, as to which I express no opinion), complied as to form as of their

respective effective or issue dates (including, without limitation, the Applicable Effective Time) in all material respects with the Act

and the Exchange Act and the applicable rules and regulations of the Commission thereunder; and at the Time of Purchase the Registration

Statement is effective under the Act and, to the best of my knowledge after due inquiry, no proceedings for a stop order with respect

to the Registration Statement are threatened or pending under the Act.

A-1

6. The Underwriting Agreement has been duly authorized, executed and delivered by the Company.

7. The Indenture has been duly authorized, executed and delivered by the Company and, assuming due authorization,

execution and delivery of the Indenture by the Trustee, will be a valid and binding obligation of the Company, enforceable against the

Company in accordance with its terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization,

moratorium or other similar laws affecting creditors’ rights generally or by general principles of equity (regardless of whether

enforcement is considered in a proceeding at law or in equity).

8. The Indenture complies as to form in all material respects with the requirements of the Trust Indenture

Act and the rules and regulations of the Commission applicable to an indenture that is qualified thereunder. The Indenture is qualified

under the Trust Indenture Act, and no proceedings to suspend such qualification have been instituted or, to my knowledge, threatened by

the Commission.

9. The Securities are in the form contemplated by the Indenture, have been duly authorized, executed and

delivered by the Company and, assuming the due authentication thereof by the Trustee and upon payment and delivery in accordance with

the Underwriting Agreement, will constitute valid and binding obligations of the Company enforceable against the Company in accordance

with their terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or

other similar laws affecting creditors’ rights generally or by general principles of equity (regardless of whether enforcement is

considered in a proceeding at law or in equity); and the Securities are entitled to the security afforded by the Indenture equally and

ratably with all securities presently outstanding thereunder, and no stamp taxes in respect of the original issue thereof are payable.

10. The Company’s execution and delivery of, and performance of its obligations under, the Underwriting

Agreement and the Indenture and the issuance and sale of, and the performance by the Company of its obligations under, the Securities

in accordance with the terms of the Indenture and the Underwriting Agreement do not violate the provisions of the Restated Articles of

Incorporation or the Amended and Restated Bylaws of the Company and will not result in a violation of any of the terms or provisions of

any Applicable Laws (as defined below) or, to my knowledge, any court order to which the Company is subject or a breach of any of the

terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement

or instrument to which the Company is a party. For purposes hereof, the term “Applicable Laws” means those state laws

of the State of Michigan and those federal laws of the United States of America that, in my experience and without independent investigation,

are normally applicable to transactions of the type contemplated by the Underwriting Agreement; provided, that the term “Applicable

Laws” shall not include federal or state securities or blue sky laws (including, without limitation, the Act, the Exchange Act,

the Trust Indenture Act or the Investment Company Act of 1940, as amended), antifraud laws or in each case any rules or regulations

thereunder or similar matters.

A-2

11. The Company is not an “investment company” or a company “controlled” by an “investment

company” within the meaning of the Investment Company Act of 1940, as amended.

12. The Company has good and marketable title to all its important properties described in the Time of Sale

Prospectus and the Prospectus and to substantially all other real estate and property specifically described in the Indenture as subject

to the lien thereof except (a) that released or retired in accordance with the provisions of the Indenture, (b) leased offices,

garages and service buildings, (c) certain electric substations and gas regulator stations and other facilities erected on sites

under leases, easements, permits or contractual arrangements, (d) certain pollution control facilities, which are subject to security

interests granted to various municipalities and economic development corporations under installment sales contracts, (e) as to electric

and gas transmission and distribution lines, many of such properties are constructed on rights-of-way by virtue of franchises or pursuant

to easements only, and (f) as to certain gas storage fields, the Company’s interest in certain of the gas rights and rights

of storage and other rights incidental thereto are in the nature of an easement or leasehold interest only; the Indenture constitutes,

as security for the Securities, a valid direct first mortgage lien on the real estate, property and franchises, subject only to excepted

encumbrances as defined therein and except as otherwise expressly stated therein; the Indenture is effective to create the lien intended

to be created thereby; and real estate, property or franchises in the State of Michigan, hereafter acquired by the Company, will become

subject to the lien of the Indenture, at the time of acquisition, subject to liens existing thereon at the time of acquisition, subject

to excepted encumbrances, subject to any necessary filing and recording before the intervention of any lien not expressly excepted thereby

and subject to the qualification above with respect to the enforceability of the Indenture.

13. The Company has an authorized capitalization as set forth in the Time of Sale Prospectus and all of the

issued shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable.

14. To my knowledge, there is no pending or threatened action, suit, proceeding, inquiry or investigation

against the Company or any Significant Subsidiary of the Company before or brought by any person or entity that (i) is required to

be disclosed in the Registration Statement, the Preliminary Prospectus, the Time of Sale Prospectus or the Prospectus that is not disclosed

or (ii) would reasonably be expected to materially and adversely affect the consummation of the transactions contemplated in the

Underwriting Agreement or the performance by the Company of its obligations thereunder.

A-3

15. Nothing has come to my attention that would lead me to believe that the Registration Statement (other

than (i) the operating statistics, financial statements and schedules contained or incorporated by reference therein (including the

notes thereto and the auditors’ reports thereon) or omitted therefrom and (ii) the other financial or statistical information

contained or incorporated by reference therein or omitted therefrom, as to which I express no opinion or belief), at the time the Registration

Statement became effective and at the Applicable Effective Time, contained an untrue statement of a material fact or omitted to state

a material fact required to be stated therein or necessary to make the statements therein not misleading.

16. Nothing has come to my attention that would lead me to believe that the Time of Sale Prospectus (other

than (i) the operating statistics, financial statements and schedules contained or incorporated by reference therein (including the

notes thereto and the auditors’ reports thereon) or omitted therefrom and (ii) the other financial or statistical information

contained or incorporated by reference therein or omitted therefrom, as to which I express no opinion or belief), as of the Time of Sale,

included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein,

in the light of the circumstances under which they were made, not misleading.

17. Nothing has come to my attention that would lead me to believe that the Prospectus (other than (i) the

operating statistics, financial statements and schedules contained or incorporated by reference therein (including the notes thereto and

the auditors’ reports thereon) or omitted therefrom and (ii) the other financial or statistical information contained or incorporated

by reference therein or omitted therefrom, as to which I express no opinion or belief), as of its date or at the date hereof, included

or includes an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements

therein, in the light of the circumstances under which they were made, not misleading.

A-4

EXHIBIT B

{FORM OF LETTER OF SIDLEY AUSTIN LLP}

In acting as special counsel to the Company in

connection with the transactions described in such letter, we have participated in conferences with officers and other representatives

of the Company, including certain of the Company’s internal counsel, representatives of the independent public accountants for the

Company and representatives of and counsel to the Underwriters, at which conferences certain contents of the Time of Sale Prospectus and

the Prospectus and related matters were discussed. Although we are not passing upon or assuming responsibility for the accuracy, completeness

or fairness of the statements included or incorporated by reference in or omitted from the Registration Statement, the Time of Sale Prospectus

or the Prospectus and have made no independent check or verification thereof, in the course of our review and our discussions in the conferences

described above, no facts have come to our attention that have caused us to believe that:

1. the Registration Statement, at the time it first became effective or at the Applicable Effective Time,

contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make

the statements therein not misleading;

2. the Time of Sale Prospectus, as of the Time of Sale, included an untrue statement of a material fact or

omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they

were made, not misleading; or

3. the Prospectus, as of the date of the Prospectus or as of the date hereof, included or includes an untrue

statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light

of the circumstances under which they were made, not misleading;

except in each case that we express no belief

and make no statement with respect to (A) the financial statements and schedules and other financial or statistical data included

or incorporated by reference in or omitted from the Registration Statement, the Time of Sale Prospectus or the Prospectus, (B) any

trustee’s statement of eligibility on Form T-1, (C) the requirements of Regulation S-T or (D) assessments of, and

reports on, the effectiveness of internal control over financial reporting.

B-1

EX-4.1 — EXHIBIT 4.1

EX-4.1

Filename: tm2612946d6_ex4-1.htm · Sequence: 3

Exhibit 4.1

ONE HUNDRED FIFTY-SIXTH SUPPLEMENTAL INDENTURE

Providing among other things for

FIRST MORTGAGE BONDS,

$850,000,000 5.125% Series due 2036

Dated as of May 5, 2026

--------------

CONSUMERS ENERGY COMPANY

THE BANK OF NEW YORK MELLON,

TRUSTEE

Counterpart _____ of 75

THIS ONE HUNDRED FIFTY-SIXTH

SUPPLEMENTAL INDENTURE, dated as of May 5, 2026 (herein sometimes referred to as “this Supplemental Indenture”), made

and entered into by and between CONSUMERS ENERGY COMPANY, a corporation organized and existing under the laws of the State of Michigan,

with its principal executive office and place of business at One Energy Plaza, in Jackson, Jackson County, Michigan 49201, formerly known

as Consumers Power Company (hereinafter sometimes referred to as the “Company”), and THE BANK OF NEW YORK MELLON (formerly

known as The Bank of New York), a New York banking corporation, with its corporate trust offices at 240 Greenwich Street, New York, New

York 10286 (hereinafter sometimes referred to as the “Trustee”), as Trustee under the Indenture dated as of September 1,

1945 between Consumers Power Company, a Maine corporation (hereinafter sometimes referred to as the “Maine corporation”),

and City Bank Farmers Trust Company (Citibank, N.A., successor, hereinafter sometimes referred to as the “Predecessor Trustee”),

securing bonds issued and to be issued as provided therein (hereinafter sometimes referred to as the “Indenture”),

WHEREAS, at the close of business

on January 30, 1959, City Bank Farmers Trust Company was converted into a national banking association under the title “First

National City Trust Company”; and

WHEREAS, at the close of business

on January 15, 1963, First National City Trust Company was merged into First National City Bank; and

WHEREAS, at the close of business

on October 31, 1968, First National City Bank was merged into The City Bank of New York, National Association, the name of which

was thereupon changed to First National City Bank; and

WHEREAS, effective March 1,

1976, the name of First National City Bank was changed to Citibank, N.A.; and

WHEREAS, effective July 16,

1984, Manufacturers Hanover Trust Company succeeded Citibank, N.A. as Trustee under the Indenture; and

WHEREAS, effective June 19,

1992, Chemical Bank succeeded by merger to Manufacturers Hanover Trust Company as Trustee under the Indenture; and

WHEREAS, effective July 15,

1996, The Chase Manhattan Bank (National Association) merged with and into Chemical Bank which thereafter was renamed The Chase Manhattan

Bank; and

WHEREAS, effective November 11,

2001, The Chase Manhattan Bank merged with Morgan Guaranty Trust Company of New York and the surviving corporation was renamed JPMorgan

Chase Bank; and

WHEREAS, effective November 13,

2004, the name of JPMorgan Chase Bank was changed to JPMorgan Chase Bank, N.A.; and

WHEREAS, effective April 7,

2006, The Bank of New York succeeded JPMorgan Chase Bank, N.A. as Trustee under the Indenture; and

WHEREAS, effective July 1,

2008, the name of The Bank of New York was changed to The Bank of New York Mellon; and

WHEREAS, the Indenture was executed

and delivered for the purpose of securing such bonds as may from time to time be issued under and in accordance with the terms of the

Indenture, the aggregate principal amount of bonds to be secured thereby being limited to $22,000,000,000 at any one time outstanding

(except as provided in Section 2.01 of the Indenture), and the Indenture describes and sets forth the property conveyed thereby and

is filed in the Office of the Secretary of State of the State of Michigan and is of record in the Office of the Register of Deeds of each

county in the State of Michigan in which this Supplemental Indenture is to be recorded; and

WHEREAS, the Indenture has been

supplemented and amended by various indentures supplemental thereto, each of which is filed in the Office of the Secretary of State of

the State of Michigan and is of record in the Office of the Register of Deeds of each county in the State of Michigan in which this Supplemental

Indenture is to be recorded; and

WHEREAS, the Company and the

Maine corporation entered into an Agreement of Merger and Consolidation, dated as of February 14, 1968, which provided for the Maine

corporation to merge into the Company; and

WHEREAS, the effective date

of such Agreement of Merger and Consolidation was June 6, 1968, upon which date the Maine corporation was merged into the Company

and the name of the Company was changed from “Consumers Power Company of Michigan” to “Consumers Power Company”;

and

WHEREAS, the Company and the

Predecessor Trustee entered into a Sixteenth Supplemental Indenture, dated as of June 4, 1968, which provided, among other things,

for the assumption of the Indenture by the Company; and

WHEREAS, said Sixteenth Supplemental

Indenture became effective on the effective date of such Agreement of Merger and Consolidation; and

WHEREAS, the Company has succeeded

to and has been substituted for the Maine corporation under the Indenture with the same effect as if it had been named therein as the

mortgagor corporation; and

WHEREAS, effective March 11,

1997, the name of Consumers Power Company was changed to Consumers Energy Company; and

WHEREAS, the Indenture provides

for the issuance of bonds thereunder in one or more series, and the Company, by appropriate corporate action in conformity with the terms

of the Indenture, has duly determined to create, and does hereby create, a new series of bonds under the Indenture designated 5.125% Series due

2036, which bonds shall also bear the descriptive title “First Mortgage Bonds” (hereinafter provided for and hereinafter sometimes

referred to as the “2036 Bonds” or the “Bonds”), the bonds of which series are to be issued as registered bonds

without coupons and are to bear interest at the rate per annum specified in the title thereof and are to mature on May 1, 2036; and

WHEREAS, the Company and BNP

Paribas Securities Corp., J.P. Morgan Securities LLC, PNC Capital Markets LLC, SMBC Nikko Securities America, Inc., and Truist Securities, Inc.,

as representatives of the several underwriters named therein (the “Underwriters”), have entered into an Underwriting Agreement

dated April 30, 2026, pursuant to which the Company agreed to sell and the Underwriters agreed to buy $850,000,000 in aggregate principal

amount of 2036 Bonds; and

WHEREAS, the registered bonds

without coupons of the 2036 Bonds and the Trustee’s Authentication Certificate thereon, are to be substantially in the following

forms, respectively, to wit:

{FORM OF REGISTERED BOND OF THE 2036 BONDS}

THIS BOND IS A GLOBAL BOND REGISTERED

IN THE NAME OF THE DEPOSITARY (REFERRED TO HEREIN) OR A NOMINEE THEREOF AND, UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR

THE INDIVIDUAL BONDS REPRESENTED HEREBY, THIS GLOBAL BOND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE

OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY

SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS GLOBAL BOND IS PRESENTED BY AN AUTHORIZED

REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK), A NEW YORK CORPORATION (THE “DEPOSITARY”),

TO THE TRUSTEE FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &

CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE &

CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR

OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN

INTEREST HEREIN.

CONSUMERS ENERGY COMPANY

FIRST MORTGAGE BOND

5.125% SERIES DUE 2036

CUSIP: 210518 EA0

ISIN: US210518EA04

No.:

CONSUMERS ENERGY COMPANY, a

Michigan corporation (hereinafter called the “Company”), for value received, hereby promises to pay to Cede & Co.,

or registered assigns, the principal sum of  Dollars ($ ) on May 1, 2036 (the “2036 Stated Maturity”), and to pay to the

registered holder hereof interest on said sum from and including the latest semi-annual interest payment date to which interest has been

paid or duly made available for payment on the bonds of this series preceding the date hereof, unless the date hereof be an interest payment

date to which interest is being paid, in which case from and including the date hereof, or unless the date hereof is prior to November 1,

2026, in which case from and including May 5, 2026 (or if this bond is dated between the record date for any interest payment date

and such interest payment date, then from and including such interest payment date, provided, however, that if the Company shall default

in payment of the interest due on such interest payment date, then from and including the next preceding semi-annual interest payment

date to which interest has been paid or duly made available for payment on the bonds of this series, or if such interest payment date

is November 1, 2026, from and including May 5, 2026), in each case to but excluding the next succeeding interest payment date

or the date of maturity, as the case may be, at the rate per annum, until the principal hereof is paid or duly made available for payment,

specified in the title of this bond, payable on May 1 and November 1 in each year. The provisions of this bond are continued

below and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.

This bond shall not be valid

or become obligatory for any purpose unless and until it shall have been authenticated by the execution by the Trustee (as defined below)

or its successor in trust under the Indenture (as defined below) of the certificate hereon.

IN WITNESS WHEREOF, Consumers

Energy Company has caused this bond to be executed in its name by its Chairman of the Board, its President or one of its Vice Presidents

by his or her signature or a facsimile thereof, and its corporate seal or a facsimile thereof to be affixed hereto or imprinted hereon

and attested by its Secretary or one of its Assistant Secretaries by his or her signature or a facsimile thereof.

CONSUMERS ENERGY COMPANY

Dated:

By:

Printed:

Title:

Attest:

TRUSTEE’S AUTHENTICATION

CERTIFICATE

This is one of the bonds, of

the series designated therein, described in the within-mentioned Indenture.

THE BANK OF NEW YORK MELLON,

Trustee

By:

___________________________________

Authorized Officer

CONSUMERS ENERGY COMPANY

FIRST MORTGAGE BOND

5.125% SERIES DUE 2036

The interest payable on any

May 1 or November 1 (referred to as an “interest payment date”) will, subject to certain exceptions provided in

the Indenture hereinafter mentioned, be paid to the person in whose name this bond is registered at 5:00 p.m., New York City time, on

the record date, which shall be (i) the Business Day immediately preceding the relevant interest payment date so long as all of the

2036 Bonds (as defined below) remain in book-entry only form or (ii) the fifteenth calendar day immediately preceding the relevant

interest payment date (whether or not a Business Day) if any of the 2036 Bonds do not remain in book-entry only form (in either case,

referred to as a “record date”), except that interest payable at the 2036 Stated Maturity shall be paid to the person to whom

the principal amount is paid. The initial interest payment date will be November 1, 2026. The principal of and the premium, if any,

and interest on this bond shall be payable at the office or agency of the Company in the Borough of Manhattan, The City of New York, designated

for that purpose, in any coin or currency of the United States of America which at the time of payment is legal tender for public and

private debts.

This bond is one of the bonds

of a series designated as First Mortgage Bonds, 5.125% Series due 2036 (sometimes herein referred to as the “2036 Bonds”

or the “Bonds”) issued under and in accordance with and secured by an indenture dated as of September 1, 1945, given

by the Company (or its predecessor, Consumers Power Company, a Maine corporation) to City Bank Farmers Trust Company (The Bank of New

York Mellon, successor) (hereinafter sometimes referred to as the “Trustee”), together with indentures supplemental thereto,

heretofore or hereafter executed, to which indenture and indentures supplemental thereto (hereinafter referred to collectively as the

“Indenture”) reference is hereby made for a description of the property mortgaged and pledged, the nature and extent of the

security and the rights, duties and immunities thereunder of the Trustee and the rights of the holders of said bonds and of the Trustee

and of the Company in respect of such security, and the limitations on such rights. By the terms of the Indenture, the bonds to be secured

thereby are issuable in series which may vary as to date, amount, date of maturity, rate of interest and in other respects as provided

in the Indenture.

Prior to November 1, 2035

(the “2036 Par Call Date”), the Company may redeem the 2036 Bonds at its option, in whole or in part, at any time and from

time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater

of:

(1) (a) the sum

of the present values of the remaining scheduled payments of principal and interest on the 2036 Bonds to be redeemed discounted to the

redemption date (assuming the 2036 Bonds to be redeemed matured on the 2036 Par Call Date) on a semi-annual basis (assuming a 360-day

year consisting of twelve 30-day months) at the Treasury Rate (as defined below), plus 15 basis points, less (b) interest accrued

to the redemption date; and

(2) 100% of the

principal amount of the 2036 Bonds to be redeemed, plus, in either case, accrued and unpaid interest, if any, thereon to, but not

including, the redemption date.

On or after the 2036 Par Call

Date, the Company may redeem the 2036 Bonds at its option, in whole or in part, at any time and from time to time, at a redemption price

equal to 100% of the principal amount of the 2036 Bonds to be redeemed, plus accrued and unpaid interest, if any, thereon to, but not

including, the redemption date.

“Treasury Rate”

means, with respect to any redemption date, the yield determined by the Company in accordance with the following two paragraphs.

The Treasury Rate shall be determined

by the Company after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the

Board of Governors of the Federal Reserve System), on the third Business Day preceding the redemption date based upon the yield or yields

for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors

of the Federal Reserve System designated as “Selected Interest Rates (Daily) - H.15” (or any successor designation or publication)

(“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any

successor caption or heading) (“H.15 TCM”). In determining the Treasury Rate, the Company shall select, as applicable: (1) the

yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to the 2036 Par Call Date (the “Remaining

Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields—one

yield corresponding to the Treasury constant maturity on H.15 immediately shorter than the Remaining Life and one yield corresponding

to the Treasury constant maturity on H.15 immediately longer than the Remaining Life—and shall interpolate to the 2036 Par Call

Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or

(3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single

Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity

or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such

Treasury constant maturity from the redemption date.

If on the third Business Day

preceding the redemption date H.15 TCM is no longer published, the Company shall calculate the Treasury Rate based on the rate per annum

equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second Business Day preceding such redemption

date of the United States Treasury security maturing on, or with a maturity that is closest to, the 2036 Par Call Date, as applicable.

If there is no United States Treasury security maturing on the 2036 Par Call Date but there are two or more United States Treasury securities

with a maturity date equally distant from the 2036 Par Call Date, one with a maturity date preceding the 2036 Par Call Date and one with

a maturity date following the 2036 Par Call Date, the Company shall select the United States Treasury security with a maturity date preceding

the 2036 Par Call Date. If there are two or more United States Treasury securities maturing on the 2036 Par Call Date or two or more United

States Treasury securities meeting the criteria of the preceding sentence, the Company shall select from among these two or more United

States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked

prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with

the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the

average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United

States Treasury security, and rounded to three decimal places.

The Company’s actions

and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error.

“Business Day” means

any day, other than a Saturday or Sunday, on which banks generally are open in New York, New York for the conduct of substantially all

of their commercial lending activities and on which interbank wire transfers can be made on the Fedwire system.

If less than all of the 2036

Bonds are to be redeemed and (i) the 2036 Bonds are in global form, the interests in the 2036 Bonds to be redeemed shall be selected

for redemption by The Depository Trust Company in accordance with The Depository Trust Company’s standard procedures therefor, or

(ii) the 2036 Bonds are in definitive form, the 2036 Bonds to be redeemed shall be selected by lot. No 2036 Bonds of a principal

amount of $2,000 or less will be redeemed in part. If any 2036 Bond is to be redeemed in part only, the notice of redemption that relates

to the 2036 Bond will state the portion of the principal amount of the 2036 Bond to be redeemed. A new 2036 Bond in a principal amount

equal to the unredeemed portion of the 2036 Bond will be issued in the name of the holder of the 2036 Bond upon surrender for cancellation

of the original 2036 Bond. For so long as the 2036 Bonds are held by The Depository Trust Company (or another depositary), the redemption

of the 2036 Bonds shall be done in accordance with the policies and procedures of The Depository Trust Company.

Unless the Company defaults

in payment of the redemption price, on and after the redemption date, interest will cease to accrue on the 2036 Bonds or portions thereof

called for redemption.

If a Tax Credit Event (as defined

below) occurs, the Company may redeem the 2036 Bonds, at its option, in whole but not in part, at a redemption price equal to 101% of

the principal amount of the 2036 Bonds, plus accrued and unpaid interest, if any, thereon to, but not including, the redemption date.

A notice of redemption of the 2036 Bonds upon the occurrence of a Tax Credit Event (i) may only be sent by the later of (a) the

end of the calendar year in which the 2036 Bonds were issued and (b) six months from the date of issuance of the 2036 Bonds and (ii) shall

be accompanied by a certificate from an officer of the Company stating that a Tax Credit Event has occurred.

The consummation of a redemption

upon a Tax Credit Event may be subject to the Trustee’s receipt of the required redemption moneys on or before the redemption date

(and in such case no such redemption shall occur unless such moneys have been received by the Trustee on or before such date).

A “Tax Credit Event”

occurs with respect to the 2036 Bonds if, in the Company’s reasonable determination, there exists a material risk, due to the 2036

Bonds (considered together with other debt) having been issued, as part of an original issuance, to one or more “specified foreign

entities”, as defined in Section 7701(a)(51)(B) of the Internal Revenue Code of 1986, as amended (the “Code”),

that the Company or any of its affiliates would be unable to utilize or otherwise ineligible to claim any tax credits otherwise allowed

under Section 38 of the Code.

Notice of any redemption will

be mailed or electronically delivered (or otherwise transmitted in accordance with The Depository Trust Company’s procedures) at

least 10 days but not more than 60 days before the redemption date to the Trustee and each holder of 2036 Bonds to be redeemed.

This bond is not redeemable

by the operation of the maintenance and replacement provisions of the Indenture or with the proceeds of released property or in any other

manner except as set forth above.

In case of certain defaults

as specified in the Indenture, the principal of this bond may be declared or may become due and payable on the conditions, at the time,

in the manner and with the effect provided in the Indenture. The holders of certain specified percentages of the bonds at the time outstanding,

including in certain cases specified percentages of bonds of particular series, may in certain cases, to the extent and as provided in

the Indenture, waive certain defaults thereunder and the consequences of such defaults.

The Indenture contains provisions

permitting the Company and the Trustee, with the consent of the holders of not less than seventy-five per centum in principal amount of

the bonds (exclusive of bonds disqualified by reason of the Company’s interest therein) at the time outstanding, including, if more

than one series of bonds shall be at the time outstanding, not less than sixty per centum in principal amount of each series affected,

to effect, by an indenture supplemental to the Indenture, modifications or alterations of the Indenture and of the rights and obligations

of the Company and the rights of the holders of the bonds and coupons; provided, however, that no such modification or alteration shall

be made without the written approval or consent of the holder hereof which will (a) extend the maturity of this bond or reduce the

rate or extend the time of payment of interest hereon or reduce the amount of the principal hereof or reduce any premium payable on the

redemption hereof, (b) permit the creation of any lien, not otherwise permitted, prior to or on a parity with the lien of the Indenture,

or (c) reduce the aforesaid percentage of the principal amount of bonds the holders of which are required to approve any such supplemental

indenture.

The Company reserves the right,

without any consent, vote or other action by holders of the 2036 Bonds or any other series created after the Sixty-eighth Supplemental

Indenture, to amend the Indenture to reduce the percentage of the principal amount of bonds the holders of which are required to approve

any supplemental indenture (other than any supplemental indenture which is subject to the proviso contained in the immediately preceding

sentence) (a) from not less than seventy-five per centum (including sixty per centum of each series affected) to not less than a

majority in principal amount of the bonds at the time outstanding or (b) in case fewer than all series are affected, not less than

a majority in principal amount of the bonds of all affected series, voting together.

No recourse shall be had for

the payment of the principal of or premium, if any, or interest on this bond, or for any claim based hereon, or otherwise in respect hereof

or of the Indenture, to or against any incorporator, stockholder, director or officer, past, present or future, as such, of the Company,

or of any predecessor or successor company, either directly or through the Company, or such predecessor or successor company, or otherwise,

under any constitution or statute or rule of law, or by the enforcement of any assessment or penalty, or otherwise, all such liability

of incorporators, stockholders, directors and officers, as such, being waived and released by the holder and owner hereof by the acceptance

of this bond and being likewise waived and released by the terms of the Indenture.

{END OF FORM OF REGISTERED BOND OF THE 2036

BONDS}

- - - - - - - - - - - - - - -

AND WHEREAS, all acts and things

necessary to make the Bonds, when duly executed by the Company and authenticated by the Trustee or its agent and issued as prescribed

in the Indenture, as heretofore supplemented and amended, and this Supplemental Indenture, the valid, binding and legal obligations of

the Company, and to constitute the Indenture, as supplemented and amended as aforesaid, as well as by this Supplemental Indenture, a valid,

binding and legal instrument for the security thereof, have been done and performed, and the creation, execution and delivery of this

Supplemental Indenture and the creation, execution and issuance of bonds subject to the terms hereof and of the Indenture, as so supplemented

and amended, have in all respects been duly authorized;

NOW, THEREFORE, in consideration

of the premises, of the acceptance and purchase by the holders thereof of the bonds issued and to be issued under the Indenture, as supplemented

and amended as above set forth, duly paid by the Trustee to the Company, and of other good and valuable considerations, the receipt whereof

is hereby acknowledged, and for the purpose of securing the due and punctual payment of the principal of and premium, if any, and interest

on all bonds now outstanding under the Indenture and the $850,000,000 principal amount of the 2036 Bonds, and all other bonds which shall

be issued under the Indenture, as supplemented and amended from time to time, and for the purpose of securing the faithful performance

and observance of all covenants and conditions therein, and in any indenture supplemental thereto, set forth, the Company has given, granted,

bargained, sold, released, transferred, assigned, hypothecated, pledged, mortgaged, confirmed, set over, warranted, alienated and conveyed

and by these presents does give, grant, bargain, sell, release, transfer, assign, hypothecate, pledge, mortgage, confirm, set over, warrant,

alienate and convey unto The Bank of New York Mellon, as Trustee, as provided in the Indenture, and its successor or successors in the

trust thereby and hereby created and to its or their assigns forever, all the right, title and interest of the Company in and to all the

property, described in Section 13 hereof, together (subject to the provisions of Article X of the Indenture) with the tolls,

rents, revenues, issues, earnings, income, products and profits thereof, excepting, however, the property, interests and rights specifically

excepted from the lien of the Indenture as set forth in the Indenture;

TOGETHER WITH all and singular

the tenements, hereditaments and appurtenances belonging or in any wise appertaining to the premises, property, franchises and rights,

or any thereof, referred to in the foregoing granting clause, with the reversion and reversions, remainder and remainders and (subject

to the provisions of Article X of the Indenture) the tolls, rents, revenues, issues, earnings, income, products and profits thereof,

and all the estate, right, title and interest and claim whatsoever, at law as well as in equity, which the Company now has or may hereafter

acquire in and to the aforesaid premises, property, franchises and rights and every part and parcel thereof;

SUBJECT, HOWEVER, with respect

to such premises, property, franchises and rights, to excepted encumbrances as said term is defined in Section 1.02 of the Indenture,

and subject also to all defects and limitations of title and to all encumbrances existing at the time of acquisition.

TO HAVE AND TO HOLD all said

premises, property, franchises and rights hereby conveyed, assigned, pledged or mortgaged, or intended so to be, unto the Trustee, its

successor or successors in trust and their assigns forever;

BUT IN TRUST, NEVERTHELESS,

with power of sale for the equal and proportionate benefit and security of the holders of all bonds now or hereafter authenticated and

delivered under and secured by the Indenture and interest coupons appurtenant thereto, pursuant to the provisions of the Indenture and

of any supplemental indenture, and for the enforcement of the payment of said bonds and coupons when payable and the performance of and

compliance with the covenants and conditions of the Indenture and of any supplemental indenture, without any preference, distinction or

priority as to lien or otherwise of any bond or bonds over others by reason of the difference in time of the actual authentication, delivery,

issue, sale or negotiation thereof or for any other reason whatsoever, except as otherwise expressly provided in the Indenture; and so

that each and every bond now or hereafter authenticated and delivered thereunder shall have the same lien, and so that the principal of

and premium, if any, and interest on every such bond shall, subject to the terms thereof, be equally and proportionately secured, as if

it had been made, executed, authenticated, delivered, sold and negotiated simultaneously with the execution and delivery thereof;

AND IT IS EXPRESSLY DECLARED

by the Company that all bonds authenticated and delivered under and secured by the Indenture, as supplemented and amended as above set

forth, are to be issued, authenticated and delivered, and all said premises, property, franchises and rights hereby and by the Indenture

and indentures supplemental thereto conveyed, assigned, pledged or mortgaged, or intended so to be, are to be dealt with and disposed

of under, upon and subject to the terms, conditions, stipulations, covenants, agreements, trusts, uses and purposes expressed in the Indenture,

as supplemented and amended as above set forth, and the parties hereto mutually agree as follows:

SECTION 1. There is hereby

created one series of bonds (the “2036 Bonds” or the “Bonds”) designated as hereinabove provided, which shall

also bear the descriptive title “First Mortgage Bond”, and the form thereof shall be substantially as hereinbefore set forth.

The 2036 Bonds shall be issued in the aggregate principal amount of $850,000,000, shall mature on May 1, 2036 and shall be issued

only as registered bonds without coupons in denominations of $2,000 and any integral multiple of $1,000 in excess thereof. The serial

numbers of the 2036 Bonds shall be such as may be approved by any officer of the Company, the execution thereof by any such officer either

manually or by facsimile signature to be conclusive evidence of such approval. The 2036 Bonds shall bear interest at the rate per annum,

until the principal thereof is paid or duly made available for payment, specified in the title thereto, payable semi-annually in arrears

on May 1 and November 1 in each year, commencing November 1, 2026. Interest on the Bonds will be computed on the basis

of a 360-day year consisting of twelve 30-day months. The principal of and the premium, if any, and the interest on said bonds shall be

payable in any coin or currency of the United States of America which at the time of payment is legal tender for public and private debts,

at the office or agency of the Company in the City of New York, designated for that purpose. Additional 2036 Bonds, without limitation

as to amount (except as provided in the Indenture), and without the consent of the holders of the then outstanding 2036 Bonds, but with

the same terms as such outstanding 2036 Bonds (except the issue price and the issue date and, if applicable, the initial interest accrual

date and the initial interest payment date), may be authenticated and delivered in the manner provided in the Indenture, and any such

additional 2036 Bonds would constitute a single series with such outstanding 2036 Bonds.

SECTION 2.

SECTION 2.01. Form of Bonds.

The 2036 Bonds shall be issued

initially in the form of one or more permanent global bonds in definitive, fully registered form without interest coupons with the global

securities legend appearing in the form of 2036 Bond hereinbefore set forth endorsed thereon (a “Global Bond”), which shall

be deposited on behalf of the purchasers of the Bonds represented thereby with the Trustee, at its corporate trust office, as securities

custodian (or with such other securities custodian as the Depository (as defined below) may direct), and registered in the name of the

Depository or a nominee of the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The

aggregate principal amount of the Global Bonds may from time to time be increased or decreased by adjustments made on the records of the

Trustee and the Depository or its nominee as hereinafter provided. The depository for the Global Bonds shall be The Depository Trust Company,

a New York corporation, or its duly appointed successor (the “Depository”). This Section 2.01 shall apply only to a Global

Bond deposited with or on behalf of the Depository.

The Company shall execute and

the Trustee shall, in accordance with this Section 2.01, authenticate and deliver initially one or more Global Bonds for the 2036

Bonds, which (a) shall be registered in the name of the Depository or the nominee of the Depository and (b) shall be delivered

by the Trustee to the Depository or pursuant to the Depository’s instructions or held by the Trustee as securities custodian.

Members of, or participants

in, the Depository (“Agent Members”) shall have no rights under this Supplemental Indenture with respect to any Global Bond

held on their behalf by the Depository or by the Trustee as the securities custodian or under such Global Bond, and the Company, the Trustee

and any agent of the Company or the Trustee shall be entitled to treat the Depository as the absolute owner of such Global Bond for all

purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company

from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository

and its Agent Members, the operation of customary practices of such Depository governing the exercise of the rights of a holder of a beneficial

interest in any Global Bond.

Except as provided in this Section 2.01,

Section 2.02 or Section 2.03, owners of beneficial interests in Global Bonds shall not be entitled to receive physical delivery

of certificated Bonds.

SECTION 2.02. Transfer and Exchange.

(a)            Transfer

and Exchange of Global Bonds.

(i)            The

transfer and exchange of Global Bonds or beneficial interests therein shall be effected through the Depository, in accordance with this

Supplemental Indenture (including applicable restrictions on transfer set forth herein, if any) and the procedures of the Depository therefor.

(ii)            Notwithstanding

any other provision of this Supplemental Indenture (other than the provisions set forth in Section 2.03), a Global Bond may not be

transferred as a whole or in part except by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository

or another nominee of the Depository or by the Depository or any such nominee to a successor Depository or a nominee of such successor

Depository.

(b)            Cancellation

or Adjustment of Global Bond. At such time as all beneficial interests in a Global Bond have either been exchanged for certificated

Bonds, redeemed, purchased or canceled, such Global Bond shall be canceled by the Trustee. At any time prior to such cancellation, if

any beneficial interest in a Global Bond is exchanged for certificated Bonds, redeemed, purchased or canceled, the principal amount of

Bonds represented by such Global Bond shall be reduced and an adjustment shall be made on the books and records of the securities custodian

with respect to such Global Bond.

with Respect to Transfers and Exchanges of Bonds.

(i)            To

permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate certificated Bonds and Global

Bonds at the security registrar’s request.

(ii)            No

service charge shall be made for registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover

any transfer tax, assessments or similar governmental charge payable in connection therewith.

(iii)            Prior

to the due presentation for registration of transfer of any Bond, the Company, the Trustee, the paying agent or the security registrar

may deem and treat the person in whose name a Bond is registered as the absolute owner of such Bond for the purpose of receiving payment

of principal of and premium, if any, and (subject to the record date provisions of the Bonds) interest on such Bond and for all other

purposes whatsoever, whether or not such Bond is overdue, and none of the Company, the Trustee, the paying agent or the security registrar

shall be affected by notice to the contrary.

(iv)            All

Bonds issued upon any transfer or exchange pursuant to the terms of the Indenture shall evidence the same debt and shall be entitled to

the same benefits under the Indenture as the Bonds surrendered upon such transfer or exchange.

(d)            No

Obligation of Trustee.

(i)            The

Trustee (whether in its capacity as Trustee or otherwise) shall have no responsibility or obligation to any beneficial owner of a Global

Bond, Agent Member or other person with respect to the accuracy of the records of the Depository or its nominee or of any Agent Member,

with respect to any ownership interest in the Bonds or with respect to the delivery to any Agent Member, beneficial owner or other person

(other than the Depository) of any notice (including any notice of redemption) or the payment of any amount, under or with respect to

such Bonds. All notices and communications to be given to the holders and all payments to be made to holders under the Bonds shall be

given or made only to or upon the order of the registered holders (which shall be the Depository or its nominee in the case of a Global

Bond). The rights of beneficial owners in any Global Bond shall be exercised only through the Depository subject to the applicable rules and

procedures of the Depository. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depository

with respect to its Agent Members and any beneficial owners.

(ii)            The

Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under

this Supplemental Indenture or under applicable law with respect to any transfer of any interest in any Bond (including any transfers

between or among Agent Members or beneficial owners in any Global Bond) other than to require delivery of such certificates and other

documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of the Indenture.

SECTION 2.03. Certificated Bonds.

(a)            A

Global Bond deposited with the Depository or with the Trustee as securities custodian pursuant to Section 2.01 shall be transferred

to the beneficial owners thereof in the form of certificated Bonds in an aggregate principal amount equal to the principal amount of such

Global Bond, in exchange for such Global Bond, only if such transfer complies with and is permitted by this Section 2.03 and complies

with the conditions set forth in Article II of the Indenture.

(b)            Any

Global Bond that is transferable to the beneficial owners thereof pursuant to this Section 2.03 shall be surrendered by the Depository

to the Trustee at its corporate trust office to be so transferred, in whole or from time to time in part, without charge, and the Trustee

shall authenticate and deliver, upon such transfer of each portion of such Global Bond, an equal aggregate principal amount of certificated

Bonds of authorized denominations. Any portion of a Global Bond transferred pursuant to this Section 2.03 shall be executed, authenticated

and delivered only in denominations of $2,000 principal amount and any integral multiple of $1,000 in excess thereof and registered in

such names as the Depository shall direct.

to the provisions of Section 2.03(b), the registered holder of a Global Bond shall be entitled to grant proxies and otherwise authorize

any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which such holder is

entitled to take under the Indenture or the Bonds.

(d)            If

the Depository at any time is unwilling or unable to continue as a depository, defaults in the performance of its duties as depository

or ceases to be a clearing agency registered under the Securities Exchange Act of 1934 or other applicable statute or regulation, and

a successor depository is not appointed by the Company within 90 days, the Company will issue Bonds in definitive form in exchange for

the global securities relating to the Bonds. In addition, the Company may at any time and in its sole discretion and subject to the Depository’s

procedures determine not to have the Bonds or portions of the Bonds represented by one or more global securities and, in that event, will

issue individual Bonds in exchange for the global security or securities representing such Bonds. Further, if the Company so specifies

with respect to the Bonds, an owner of a beneficial interest in a global security representing the Bonds may, on terms acceptable to the

Company and the depositary for the global security, receive individual Bonds in exchange for the beneficial interest. In any such instance,

an owner of a beneficial interest in a global security will be entitled to physical delivery in definitive form of Bonds represented by

the global security equal in principal amount to the beneficial interest, and to have the Bonds registered in its name. Bonds so issued

in definitive form will be issued as registered Bonds in denominations of $2,000 and integral multiples of $1,000.

SECTION 3. Prior to November 1,

2035 (the “2036 Par Call Date”), the Company may redeem the 2036 Bonds at its option, in whole or in part, at any time and

from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to

the greater of:

(1) (a) the sum

of the present values of the remaining scheduled payments of principal and interest on the 2036 Bonds to be redeemed discounted to the

redemption date (assuming the 2036 Bonds to be redeemed matured on the 2036 Par Call Date) on a semi-annual basis (assuming a 360-day

year consisting of twelve 30-day months) at the Treasury Rate (as defined below), plus 15 basis points, less (b) interest accrued

to the redemption date; and

(2) 100% of the principal

amount of the 2036 Bonds to be redeemed, plus, in either case, accrued and unpaid interest, if any, thereon to, but not including, the

redemption date.