Common use of Recognition of the U.S. Special Resolution Regimes Clause in Contracts

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 Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

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 XxxxDxxx-Xxxxx Fxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

Recognition of the U.S. Special Resolution Regimes. In the event that (a) 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)Regime, 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 States and (b) 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. For purposes of this Section a “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 (xi) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (yii) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

Recognition of the U.S. Special Resolution Regimes. (a) 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)Regime, 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. (b) 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. For purposes of this Section 11, “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 (xi) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (yii) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder. Section 12.

Recognition of the U.S. Special Resolution Regimes. (i) In the event that any Underwriter Agent that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below)Regime, the transfer from such Underwriter Agent 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 States and (ii) in the event that any Underwriter Agent that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter Agent 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 Agent 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. For the purposes of this Section 7(j), a “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 (xi) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (yii) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

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 Underwriting Agreement, and any interest and obligation in or under this Underwriting Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Underwriting 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 Underwriting 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 Underwriting 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 Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

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 Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder.12

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 Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder.that

Recognition of the U.S. Special Resolution Regimes. In the event that any Underwriter Underwriter, Forward Seller or Forward Purchaser 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 Underwriter, Forward Seller or Forward Purchaser 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 Underwriter, Forward Seller or Forward Purchaser that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter Underwriter, Forward Seller or Forward Purchaser 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 Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us the enclosed duplicate hereof, whereupon it will become a binding agreement between the Company and the Underwriters, the Forward Sellers and the Forward Purchasers in accordance with its terms. Very truly yours, PINNACLE WEST CAPITAL CORPORATION By: /s/ Xxxx Mountain Name: Xxxx Mountain Title: Vice President and Treasurer The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written, on behalf of themselves and the other several Underwriters named in Exhibit A hereto. BARCLAYS CAPITAL INC. CITIGROUP GLOBAL MARKETS INC. MIZUHO SECURITIES USA LLC XXXXX FARGO SECURITIES, LLC As Representatives of the several Underwriters named in Exhibit A hereto BARCLAYS CAPITAL INC. CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxxx Xxxxx By: /s/ Xxxx Xxxxxxx Name: Xxxxxx Xxxxx Name: Xxxx Xxxxxxx Title: Managing Director Title: Managing Director MIZUHO SECURITIES USA LLC XXXXX FARGO SECURITIES, LLC By: /s/ Xxxxx Xxxxx By: /s/ Xxxxxxxxx Xxxxxxx Name: Xxxxx Xxxxx Name: Xxxxxxxxx Xxxxxxx Title: Managing Director Title: Managing Director MIZUHO SECURITIES USA LLC as a Forward Seller By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director MIZUHO MARKETS AMERICAS LLC acting in its capacity as a Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement By: /s/ Xxxxxxx X. Xxxxxxxxxx Name: Xxxxxxx X. Xxxxxxxxxx Title: Authorized Signatory XXXXX FARGO SECURITIES, LLC as a Forward Seller By: /s/ Xxxxxxxxx Xxxxxxx Name: Xxxxxxxxx Xxxxxxx Title: Managing Director XXXXX FARGO BANK, NATIONAL ASSOCIATION acting in its capacity as a Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement By: /s/ Xxxxxxxxx Xxxxxxx Name: Xxxxxxxxx Xxxxxxx Title: Managing Director Exhibit A Underwriter Number of Borrowed Firm Shares to be Purchased from Mizuho Securities USA LLC Number of Borrowed Firm Shares to be Purchased from Xxxxx Fargo Securities, LLC Barclays Capital Inc. 1,141,467 1,141,466 Citigroup Global Markets Inc. 882,043 882,042 Mizuho Securities USA LLC 882,043 882,042 Xxxxx Fargo Securities, LLC 882,043 882,042 X.X. Xxxxxx Securities LLC 407,268 407,267 RBC Capital Markets, LLC 203,634 203,634 BMO Capital Markets Corp. 162,907 162,908 Scotia Capital (USA) Inc. 162,907 162,908 Guggenheim Securities, LLC 122,180 122,181 Ladenburg Xxxxxxxx & Co. Inc. 20,363 20,364 Xxxxxxx Xxxxxxxx Xxxxx & Co., LLC 20,363 20,364 Total 4,887,218 4,887,218 Exhibit B Issuer Free Writing Prospectuses Included in the Pricing Disclosure Package · None.

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 Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder. 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/ Xxxxxxxx Xxxxxxxxx Name: Xxxxxxxx Xxxxxxxxx Title: Vice President and Treasurer Confirmed and accepted as of the date first written above: BNP PARIBAS SECURITIES CORP. CITIGROUP GLOBAL MARKETS INC. X.X. XXXXXX SECURITIES LLC KEYBANC CAPITAL MARKETS INC. MIZUHO SECURITIES USA LLC MUFG SECURITIES AMERICAS INC. SMBC NIKKO SECURITIES AMERICA, INC. COMERICA SECURITIES, INC. LOOP CAPITAL MARKETS LLC U.S. BANCORP INVESTMENTS, INC. THE XXXXXXXX CAPITAL GROUP, L.P. X.X. XXXXXX SECURITIES LLC By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Executive Director MIZUHO SECURITIES USA LLC By: /s/ Xxxx X. XxXxxx Name: Xxxx X. XxXxxx Title: Managing Director MUFG SECURITIES AMERICAS INC. By: /s/ Xxxxx Xxxxxxxxxx Name: Xxxxx Xxxxxxxxxx Title: Managing Director SCHEDULE I X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Investment Grade Syndicate Desk Facsimile: (000) 000-0000 Mizuho Securities USA LLC 000 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Debt Capital Markets Facsimile: (000) 000-0000 MUFG Securities Americas Inc. 1221 Avenue of the Xxxxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Capital Markets Group Facsimile: (000) 000-0000 SCHEDULE II Underwriters Principal Amount of Securities Purchase Price of Securities X.X. Xxxxxx Securities LLC $88,550,000 $87,147,368 Mizuho Securities USA LLC $88,550,000 $87,147,368 MUFG Securities Americas Inc. $88,550,000 $87,147,368 BNP Paribas Securities Corp. $56,650,000 $55,752,664 Citigroup Global Markets Inc. $56,650,000 $55,752,664 KeyBanc Capital Markets Inc. $56,650,000 $55,752,664 SMBC Nikko Securities America, Inc. $56,650,000 $55,752,664 Comerica Securities, Inc. $19,250,000 $18,945,080 U.S. Bancorp Investments, Inc. $19,250,000 $18,945,080 Loop Capital Markets LLC $9,625,000 $9,472,540 The Xxxxxxxx Capital Group, L.P. $9,625,000 $9,472,540 Total $550,000,000 $541,288,000 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. ANNEX A Filed under Rule 433 File No. 000-000000-00 Final Term Sheet August 19, 2019 Issuer: Consumers Energy Company Securities: 3.10% First Mortgage Bonds due 2050 Aggregate Principal Amount Offered: $550,000,000 Maturity Date: August 15, 2050 Coupon: 3.10% Yield to Maturity: 3.136% Spread to Benchmark Treasury: +105 basis points Benchmark Treasury Security: 2.875% due May 15, 2049 Benchmark Treasury Price and Yield: 117-13+; 2.086% Interest Payment Dates: February 15 and August 15 First Interest Payment Date: February 15, 2020 Public Offering Price: 99.291% Optional Redemption: Make-whole call at any time prior to February 15, 2050 at the Treasury rate plus 20 basis points and, thereafter, at par Trade Date: August 19, 2019 Settlement Date: September 3, 2019 (T+10) Expected Ratings: ___ / ___ / ___ (Xxxxx’x / 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. Citigroup Global Markets Inc. X.X. Xxxxxx Securities LLC KeyBanc Capital Markets Inc. Mizuho Securities USA LLC MUFG Securities Americas Inc. SMBC Nikko Securities America, Inc. Co-Managers: Comerica Securities, Inc. Loop Capital Markets LLC U.S. Bancorp Investments, Inc. The Xxxxxxxx Capital Group, L.P. CUSIP/ISIN: 210518 DF0 / US210518DF00 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 XXXXX on the SEC website at xxx.xxx.xxx. 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 X.X. Xxxxxx Securities LLC collect at (000) 000-0000, Mizuho Securities USA LLC toll-free at (000) 000-0000 or MUFG Securities Americas Inc. toll-free at (000) 000-0000. 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. EXHIBIT A {FORM OF OPINION OF XXXXXXX X. XXXXXXXX, ESQ.}

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 Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder.. #2753352v2 13

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 Underwriting Agreement, and any interest and obligation in or under this Underwriting Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Underwriting 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 Underwriting 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 Underwriting 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 Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder.. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us counterparts hereof, whereupon this letter and your acceptance shall represent a binding agreement among DTE, the Issuer and the several Underwriters. Very truly yours, DTE ELECTRIC COMPANY By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Assistant Treasurer DTE ELECTRIC SECURITIZATION FUNDING II LLC By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Secretary {Signature Page to Underwriting Agreement} The foregoing Underwriting Agreement is hereby confirmed and accepted by the Representative on behalf of the Underwriters. CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Director {Signature Page to Underwriting Agreement} SCHEDULE I Underwriting Agreement dated October 18, 2023 Registration Statement Nos. 333-273931 and 000-000000-00 Representative: Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx, Xxxxxxx Xxxxx 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxxx Xxxxx Title, Purchase Price and Description of Bonds: Title: Senior Secured Securitization Bonds, Series 2023A Total Principal Amount of Tranche Interest Rate Price to Public Underwriting Discounts and Commissions Purchase Price Per Tranche A-1 Bond $ 300,800,000 5.97 % 99.96492 % 0.40000 % $ 299,491,279 Per Tranche A-2 Bond $ 300,800,000 6.09 % 99.99186 % 0.40000 % $ 299,572,315 Total $ 601,600,000 $ 599,063,594 Original Issue Discount (if any): $130,006 Redemption provisions: None Closing Date, Time and Location: November 1, 2023, 10:00 a.m.; offices of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000 SCHEDULE II Principal Amount of Bonds to be Purchased Underwriter Tranche A-1 Tranche A-2 Total Citigroup Global Markets Inc. $ 180,480,000 $ 180,480,000 $ 360,960,000 Comerica Securities, Inc. $ 30,080,000 $ 30,080,000 $ 60,160,000 Fifth Third Securities, Inc. $ 30,080,000 $ 30,080,000 $ 60,160,000 Huntington Securities, Inc. $ 30,080,000 $ 30,080,000 $ 60,160,000 Xxxxxx X. Xxxxxxx & Company, Inc. $ 15,040,000 $ 15,040,000 $ 30,080,000 Xxxxxxx Xxxxxxxx Xxxxx & Co., LLC $ 15,040,000 $ 15,040,000 $ 30,080,000 Total $ 300,800,000 $ 300,800,000 $ 601,600,000 SCHEDULE III Issuer Free Writing Prospectuses

Recognition of the U.S. Special Resolution Regimes. (i) In the event that any Underwriter Agent that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below)Regime, the transfer from such Underwriter Agent 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 States and (ii) in the event that any Underwriter Agent that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter Agent 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 Agent 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. For the purposes of this Section 7(k), a “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 (xi) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (yii) Title II of the XxxxDxxx-Xxxxx Fxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder.. 37

Recognition of the U.S. Special Resolution Regimes. In the event that any Underwriter that BofA Securities is a Covered Entity (as defined below) that becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below)Regime, the transfer from such Underwriter Agent 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 BofA Securities is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter BofA Securities 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. As used in this Agreement, (i) “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). , (ii) “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). , (iii) “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. , and (iv) “U.S. Special Resolution Regime” means each of (xa) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (yb) Title II of the XxxxDxxx-Xxxxx Fxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder.”

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 XxxxDxxx-Xxxxx Fxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder.. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among Consumers, the Issuer and the several Underwriters. Very truly yours, CONSUMERS ENERGY COMPANY By: /s/ Txxx Xxxxxx Name: Txxx Xxxxxx Title: Assistant Treasurer CONSUMERS 2023 SECURITIZATION FUNDING LLC By: /s/ Txxx Xxxxxx Name: Txxx Xxxxxx Title: Assistant Treasurer [Signature Page to Consumers Energy Underwriting Agreement] The foregoing Underwriting Agreement is hereby confirmed and accepted by the Representative on behalf of the Underwriters as of the date specified in Schedule I hereto. CITIGROUP GLOBAL MARKETS INC. By: /s/ Sxxxxxx Xxxxx Name: Sxxxxxx Xxxxx Title: Director [Signature Page to Consumers Energy Underwriting Agreement] SCHEDULE I Underwriting Agreement dated December 5, 2023 Registration Statement Nos. 333-274648 and 300-000000-00 Representative: Citigroup Global Markets Inc. c/o Citigroup Global Markets Inc. Address: 300 Xxxxxxxxx Xxxxxx, 0xx Xxxxx Xxxxxxx New York, New York 10013 Attention: Sxxxxxx Xxxxx Title, Purchase Price and Description of Bonds: Title: Senior Secured Securitization Bonds, Series 2023A Total Principal Amount of Tranche Interest Rate Price to Public Underwriting Discounts and Commissions Proceeds to Issuer Per Tranche A-1 Bond $ 250,000,000 5.55 % 99.99006 % 0.40000 % $ 248,975,150 Per Tranche A-2 Bond $ 396,000,000 5.21 % 99.95732 % 0.40000 % $ 394,246,987 Total $ 646,000,000 $ 643,222,137 Original Issue Discount (if any): $193,863 Redemption provisions: None Closing Date, Time and Location: December 12, 2023, 10:00 a.m.; offices of Hunton Axxxxxx Xxxxx LLP, 200 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 SCHEDULE II Principal Amount of Bonds to be Purchased Underwriter Tranche A-1 Tranche A-2 Total Citigroup Global Markets Inc. $ 162,500,000 $ 257,400,000 $ 419,900,000 RBC Capital Markets, LLC $ 31,250,000 $ 49,500,000 $ 80,750,000 SMBC Nikko Securities America, Inc. $ 31,250,000 $ 49,500,000 $ 80,750,000 Dxxxxx Xxxxxxxx, LLC $ 12,500,000 $ 19,800,000 $ 32,300,000 Sxxxxx X. Xxxxxxx & Company, Inc. $ 12,500,000 $ 19,800,000 $ 32,300,000 Total $ 250,000,000 $ 396,000,000 $ 646,000,000 SCHEDULE III Schedule of Issuer Free Writing Prospectuses

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 XxxxDxxx-Xxxxx Fxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder.. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among Consumers, the Issuer and the several Underwriters. Very truly yours, CONSUMERS ENERGY COMPANY By: Name: Title: CONSUMERS 2023 SECURITIZATION FUNDING LLC By: Name: Title: The foregoing Underwriting Agreement is hereby confirmed and accepted by the Representative on behalf of the Underwriters as of the date specified in Schedule I hereto. CITIGROUP GLOBAL MARKETS INC. By: Name: Title: SCHEDULE I Underwriting Agreement dated [Pricing Date], 2023 Registration Statement Nos. 333-274648 and 300-000000-00 Representative: Citigroup Global Markets Inc. c/o Citigroup Global Markets Inc. Address: 300 Xxxxxxxxx Xxxxxx, 0xx Xxxxx Xxxxxxx New York, New York 10013 Attention: Sxxxxxx Xxxxx Title, Purchase Price and Description of Bonds: Title: Senior Secured Securitization Bonds, Series 2023A Total Principal Amount of Tranche Interest Rate Price to Public Underwriting Discounts and Commissions Proceeds to Issuer Per Tranche A-1 Bond $ [ ] [ ] % [ ] % [0.40 ]% $ [ ] Per Tranche A-2 Bond $ [ ] [ ] % [ ] % [0.40 ]% $ [ ] Total $ [ ] $ [ ] Original Issue Discount (if any): $[ ] Redemption provisions: None Closing Date, Time and Location: [ ], 2023, 10:00 a.m.; offices of Hunton Axxxxxx Xxxxx LLP, 200 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 SCHEDULE II Principal Amount of Bonds to be Purchased Underwriter Tranche A-1 Tranche A-2 Total Citigroup Global Markets Inc. $ [ ] $ [ ] $ [ ] [ ] $ [ ] $ [ ] $ [ ] [ ] $ [ ] $ [ ] $ [ ] Total $ [ ] $ [ ] $ [ ] SCHEDULE III Schedule of Issuer Free Writing Prospectuses

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 Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder. 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/ Xxxxxxxx Xxxxxxxxx Name: Xxxxxxxx Xxxxxxxxx Title: Vice President and Treasurer Confirmed and accepted as of the date first written above: BARCLAYS CAPITAL INC. XXXXXXX XXXXX & CO. LLC SCOTIA CAPITAL (USA) INC. PNC CAPITAL MARKETS LLC SUNTRUST XXXXXXXX XXXXXXXX, INC. WR SECURITIES, LLC BARCLAYS CAPITAL INC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Managing Director XXXXXXX XXXXX & CO. LLC By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Managing Director SCOTIA CAPITAL (USA) INC. By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Managing Director SCHEDULE I Barclays Capital Inc. 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Syndicate Registration Facsimile: (000) 000-0000 Xxxxxxx Sachs & Co. LLC 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Prospectus Department Facsimile: (000) 000-0000 Scotia Capital (USA) Inc. 000 Xxxxx Xxxxxx New York, New York 10281 Attention: Debt Capital Markets Facsimile: (000) 000-0000 SCHEDULE II Underwriters Principal Amount of Securities Purchase Price of Securities Barclays Capital Inc. $69,000,000 $67,591,710 Xxxxxxx Sachs & Co. LLC $69,000,000 $67,591,710 Scotia Capital (USA) Inc. $69,000,000 $67,591,710 PNC Capital Markets LLC $45,000,000 $44,081,550 SunTrust Xxxxxxxx Xxxxxxxx, Inc. $45,000,000 $44,081,550 WR Securities, LLC $3,000,000 $2,938,770 Total $300,000,000 $293,877,000 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. ANNEX A Filed under Rule 433 File No. 000-000000-00 Final Term Sheet May 22, 2019 Issuer: Consumers Energy Company Securities: 3.75% First Mortgage Bonds due 2050 Aggregate Principal Amount Offered: $300,000,000 Maturity Date: February 15, 2050 Coupon: 3.75% Yield to Maturity: 3.815% Spread to Benchmark Treasury: +100 basis points Benchmark Treasury Security: 3.00% due February 15, 2049 Benchmark Treasury Price and Yield: 103-22+; 2.815% Interest Payment Dates: February 15 and August 15 First Interest Payment Date: August 15, 2019 Public Offering Price: 98.834% Optional Redemption: Make-whole call at any time prior to August 15, 2049 at the Treasury rate plus 15 basis points and, thereafter, at par Trade Date: May 22, 2019 Settlement Date: May 28, 2019 (T+3) Expected Ratings: ___ / ___ / ___ (Xxxxx’x / 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: Barclays Capital Inc. Xxxxxxx Xxxxx & Co. LLC Scotia Capital (USA) Inc. PNC Capital Markets LLC SunTrust Xxxxxxxx Xxxxxxxx, Inc. Co-Manager: WR Securities, LLC CUSIP/ISIN: 210518 DE3 / US210518DE35 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 XXXXX on the SEC website at xxx.xxx.xxx. 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 Barclays Capital Inc. toll-free at (000) 000-0000, Xxxxxxx Sachs & Co. LLC toll-free at (000) 000-0000 and Scotia Capital (USA) Inc. toll-free at (000) 000-0000. 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. EXHIBIT A {FORM OF OPINION OF XXXXXXX X. XXXXXXXX, ESQ.}

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 Underwriting Agreement, and any interest and obligation in or under this Underwriting Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Underwriting 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 Underwriting 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 Underwriting 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 Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder.. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us counterparts hereof, whereupon this letter and your acceptance shall represent a binding agreement among DTE, the Issuer and the several Underwriters. Very truly yours, DTE ELECTRIC COMPANY By: Name: Title: DTE ELECTRIC SECURITIZATION FUNDING II LLC By: Name: Title: {Signature Page to Underwriting Agreement} The foregoing Underwriting Agreement is hereby confirmed and accepted by the Representative on behalf of the Underwriters. CITIGROUP GLOBAL MARKETS INC. By: Name: Title: SCHEDULE I Underwriting Agreement dated [ ], 2023 Registration Statement Nos. 333-273931 and 000-000000-00 Representative: Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx, Xxxxxxx Xxxxx 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxxx Xxxxx Title, Purchase Price and Description of Bonds: Title: Senior Secured Securitization Bonds, Series 2023A Total Principal Amount of Tranche Interest Rate Price to Public Underwriting Discounts and Commissions Purchase Price Per Tranche A-1 Bond $ [ ] [ ]% [ ]% [ ]% $ [ ] Per Tranche A-2 Bond $ [ ] [ ]% [ ]% [ ]% $ [ ] Total $ [ ] $ [ ] Original Issue Discount (if any): $[ ] Redemption provisions: None Closing Date, Time and Location: [ ], 2023, 10:00 a.m.; offices of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000 SCHEDULE II Principal Amount of Bonds to be Purchased Underwriter Tranche A-1 Tranche A-2 Total Citigroup Global Markets Inc. $ [ ] $ [ ] $ [ ] Comerica Securities, Inc. $ [ ] $ [ ] $ [ ] Fifth Third Securities, Inc. $ [ ] $ [ ] $ [ ] Huntington Securities, Inc. $ [ ] $ [ ] $ [ ] Xxxxxx X. Xxxxxxx & Company, Inc. $ [ ] $ [ ] $ [ ] Xxxxxxx Xxxxxxxx Xxxxx & Co., LLC $ [ ] $ [ ] $ [ ] Total $ [ ] $ [ ] $ [ ] SCHEDULE III Issuer Free Writing Prospectuses

Recognition of the U.S. Special Resolution Regimes. In the event that any Underwriter that Wxxxx Fargo Securities is a Covered Entity (as defined below) that becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below)Regime, the transfer from such Underwriter Agent 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 Wxxxx Fargo Securities is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter Wxxxx Fargo Securities 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. As used in this Agreement, (i) “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). , (ii) “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). , (iii) “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. , and (iv) “U.S. Special Resolution Regime” means each of (xa) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (yb) Title II of the XxxxDxxx-Xxxxx Fxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder.”

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 Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder.that

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 Underwriting Agreement, and any interest and obligation in or under this Underwriting Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Underwriting 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 Underwriting 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 Underwriting 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 Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder.. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us counterparts hereof, whereupon this letter and your acceptance shall represent a binding agreement among DTE, the Issuer and the several Underwriters. Very truly yours, DTE ELECTRIC COMPANY By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Assistant Treasurer DTE ELECTRIC SECURITIZATION FUNDING I LLC By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Secretary {Signature Page to Underwriting Agreement} The foregoing Underwriting Agreement is hereby confirmed and accepted by the Representative on behalf of the Underwriters. CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Director SCHEDULE I Underwriting Agreement dated March 10, 2022 Registration Statement Nos. 333-261612 and 000-000000-00 Representative: Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx, Trading Tower 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxxx Xxxxx Title, Purchase Price and Description of Bonds: Title: Senior Secured Securitization Bonds, Series 2022A Total Principal Amount of Tranche Interest Rate Price to Public Underwriting Discounts and Commissions Purchase Price Per Tranche A-1 Bond $ 183,593,000 2.64 % 99.98726 % 0.400 % $ 182,835,238 Per Tranche A-2 Bond $ 52,207,000 3.11 % 99.96851 % 0.400 % $ 51,981,732 Total $ 235,800,000 $ 234,816,970 Original Issue Discount (if any): $39,830 Redemption provisions: None Closing Date, Time and Location: March 17, 2022, 10:00 a.m.; offices of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000 SCHEDULE II Principal Amount of Bonds to be Purchased Underwriter Tranche X-0 Xxxxxxx X-0 Total Citigroup Global Markets Inc. $ 156,054,000 $ 44,376,000 $ 200,430,000 BNY Mellon Capital Markets, LLC $ 27,539,000 $ 7,831,000 $ 35,370,000 Total $ 183,593,000 $ 52,207,000 $ 235,800,000 SCHEDULE III Issuer Free Writing Prospectuses

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)Regime, 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. For purposes of this Section a “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 (xi) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (yii) Title II of the XxxxDxxx-Xxxxx Fxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder.. Very truly yours, PGIM SHORT DURATION HIGH YIELD OPPORTUNITIES FUND By: /s/ Sxxxxx X. Xxxxxx Name: Sxxxxx X. Xxxxxx Title: President PGIM INVESTMENTS LLC By: /s/ Sxxxx X. Xxxxxxxx Name: Sxxxx X. Xxxxxxxx Title: Executive Vice President PGIM, INC. By: /s/ Dxxxxx X. Xxxxxxx Name: Dxxxxx X. Xxxxxxx Title: Vice President PGIM LIMITED By: /s/ Jxxxxxxx Xxxxxx Name: Jxxxxxxx Xxxxxx Title: Managing Director Accepted as of the date hereof Mxxxxx Sxxxxxx & Co. LLC Wxxxx Fargo Securities, LLC Acting severally on behalf of themselves and the several Underwriters named in Schedule I hereto By: Mxxxxx Sxxxxxx & Co. LLC By: /s/ Nxxx Xxxx Name: Nxxx Xxxx Title: Executive Director By: Wxxxx Fargo Securities, LLC By: /s/ Exxxxxxxx Xxxxxxx Name: Exxxxxxxx Xxxxxxx Title: Managing Director SCHEDULE I Underwriter Number of Firm Shares To Be Purchased Mxxxxx Sxxxxxx & Co. LLC 13,860,000 Wxxxx Fargo Securities, LLC 3,630,000 Oxxxxxxxxxx & Co. Inc. 760,000 RBC Capital Markets, LLC 1,050,000 Sxxxxx, Xxxxxxxx & Company, Incorporated 820,000 B. Xxxxx Securities, Inc. 440,000 Bxxxxxxx Capital, LLC 17,500 Brookline Capital Markets, a Division of Arcadia Securities, LLC 90,000 D.X. Xxxxxxxx & Co. 150,000 Hilltop Securities Inc. 28,000 Incapital LLC 372,000 Jxxxxx Mxxxxxxxxx Xxxxx LLC 285,000 JonesTrading Institutional Services LLC 478,000 Ladenburg Txxxxxxx & Co. Inc. 107,000 Maxim Group LLC 30,000 National Securities Corporation 214,000 Newbridge Securities Corporation 190,000 Pershing LLC 122,000 The GMS Group, LLC 26,500 Wedbush Securities Inc. 405,000 Wintrust Investments, LLC 71,000 A.G.P./Alliance Global Partners 89,000 Alexander Capital, L.P. 17,000 American Veterans Group, PBC 30,000 Huntleigh Securities Corporation 30,000 Ixxxxxx & Sxxxxx, LLC 80,000 Northland Securities, Inc. 137,000 Regal Securities, Inc. 95,000 Synovus Securities, Inc. 126,000 Total: 23,750,000 SCHEDULE II Omitting Prospectuses

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 XxxxDxxx-Xxxxx Fxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder.. 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/ Sxxxxxxx Xxxxxxxxx Name: Sxxxxxxx Xxxxxxxxx Title: Vice President and Treasurer Confirmed and accepted as of the date first written above: MXXXXX SXXXXXX & CO. LLC UBS SECURITIES LLC J.X. XXXXXX SECURITIES LLC DEUTSCHE BANK SECURITIES INC. RBC CAPITAL MARKETS, LLC WXXXX FARGO SECURITIES, LLC BOFA SECURITIES, INC. MXXXXX SXXXXXX & CO. LLC By: /s/ Ian Drewe Name: Ian Drewe Title: Executive Director UBS SECURITIES LLC By: /s/ Txxx X. Xxxxxxx Name: Txxx X. Xxxxxxx Title: Managing Director Head of Debt Syndicate – Americas UBS Investment Bank By: /s/ Ixxx Xxxxxxxx Name: Ixxx Xxxxxxxx Title: Executive Director Fixed Income Syndicate – Americas UBS Investment Bank J.X. XXXXXX SECURITIES LLC By: /s/ Mxxxx Xxxxxx Name: Mxxxx Xxxxxx Title: Executive Director DEUTSCHE BANK SECURITIES INC. By: /s/ Mxxx Xxxxxxxxx Name: Mxxx Xxxxxxxxx Title: Managing Director By: /s/ Bxx Xxxxxxxxxxx Name: Bxx Xxxxxxxxxxx Title: Managing Director RBC CAPITAL MARKETS, LLC By: /s/ Sxxxx X. Xxxxxxxx Name: Sxxxx X. Xxxxxxxx Title: Authorized Signatory WXXXX FARGO SECURITIES, LLC By: /s/ Cxxxxxx Xxxxxx Name: Cxxxxxx Xxxxxx Title: Director BOFA SECURITIES, INC. By: /s/ Sxxxx Xxxxxx Name: Sxxxx Xxxxxx Title: Managing Director SCHEDULE I Mxxxxx Sxxxxxx & Co. LLC 1000 Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Investment Banking Division Facsimile: 200-000-0000 UBS Securities LLC 1000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Fixed Income Syndicate Facsimile: 200-000-0000

Recognition of the U.S. Special Resolution Regimes. In the event that any Underwriter that an Agent is a Covered Entity (as defined below) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below)Regime, the transfer from such Underwriter Agent 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 (defined below) 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 Agent that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter an Agent 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 Agent 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 shall mean “affiliate” as defined in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means shall mean 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, shall mean default right as defined 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 shall mean each of (xi) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (yii) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

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 XxxxDodd-Xxxxx Xxxx Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us the enclosed duplicate hereof, whereupon it will become a binding agreement between the Company and the Underwriters in accordance with its terms. Very truly yours, ARIZONA PUBLIC SERVICE COMPANY By: /s/ Paul Mountain Name: Paul Mountain Title: Vice President and Treasurer The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written, on behalf of themselves and the other several Underwriters named in Exhibit A hereto. MUFG Securities Americas Inc. PNC Capital Markets LLC As Representatives of the several Underwriters named in Exhibit A hereto MUFG SECURITIES AMERICAS INC. By: /s/ Lee Schreibstein Name: Lee Schreibstein Title: Managing Director PNC CAPITAL MARKETS LLC By: /s/ Valarie Shadeck Name: Valerie Shadeck Title: Managing Director Exhibit A Underwriter Principal Amount of Securities Purchase Price for Securities* MUFG Securities Americas Inc. $ 101,250,000 $ 100,314,450 PNC Capital Markets LLC $ 101,250,000 $ 100,314,450 Mizuho Securities USA LLC $ 81,000,000 $ 80,251,560 TD Securities (USA) LLC $ 81,000,000 $ 80,251,560 U.S. Bancorp Investments, Inc. $ 81,000,000 $ 80,251,560 Independence Point Securities LLC $ 4,500,000 $ 4,458,420 Total $ 450,000,000 $ 445,842,000 *Reflecting a purchase price of 99.076% of the principal amount of the Securities. Exhibit B

Recognition of the U.S. Special Resolution Regimes. (a) 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)Regime, 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. (b) 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. For purposes of this Section 11, “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 (xi) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (yii) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

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 Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

Recognition of the U.S. Special Resolution Regimes. In the event that any Underwriter that Citigroup is a Covered Entity (as defined below) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below)Regime, the transfer from such Underwriter Citigroup 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 (defined below) 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 Agent that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter Citigroup 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 Citigroup 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 shall mean “affiliate” as defined in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means shall mean 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, shall mean default right as defined 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 shall mean each of (xi) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (yii) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

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 Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder.#2803294v3 15

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 #3001748v5 regulations promulgated thereunder and (y) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

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 XxxxDxxx-Xxxxx Fxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us the enclosed duplicate hereof, whereupon it will become a binding agreement between the Company and the Underwriters in accordance with its terms. Very truly yours, ARIZONA PUBLIC SERVICE COMPANY By: /s/ Pxxx Mountain Name: Pxxx Mountain Title: Vice President and Treasurer The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written, on behalf of themselves and the other several Underwriters named in Exhibit A hereto.

Recognition of the U.S. Special Resolution Regimes. In the event that any Underwriter that an Agent is a Covered Entity (as defined below) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below)Regime, the transfer from such Underwriter Agent 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 (defined below) 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 Agent that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter an Agent 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 Agent 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 shall mean “affiliate” as defined in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means shall mean 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, shall mean default right as defined 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 shall mean each of (xi) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (yii) Title II of the XxxxDxxx-Xxxxx Fxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

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 Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder.that

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 XxxxDxxx-Xxxxx Fxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder.. 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/ Sxxxxxxx Xxxxxxxxx Name: Sxxxxxxx Xxxxxxxxx Title: Vice President and Treasurer Confirmed and accepted as of the date first written above: BARCLAYS CAPITAL INC. CITIGROUP GLOBAL MARKETS INC. J.X. XXXXXX SECURITIES LLC MUFG SECURITIES AMERICAS INC. SUNTRUST RXXXXXXX XXXXXXXX, INC. U.S. BANCORP INVESTMENTS, INC. LOOP CAPITAL MARKETS LLC BARCLAYS CAPITAL INC. By: /s/ Rxxxxx Xxxxx Name: Rxxxxx Xxxxx Title: Managing Director CITIGROUP GLOBAL MARKETS INC. By: /s/ Bxxxx X. Xxxxxxxxx Name: Bxxxx X. Xxxxxxxxx Title: Managing Director J.X. XXXXXX SECURITIES LLC By: /s/ Rxxxxx Xxxxxxxxx Name: Rxxxxx Xxxxxxxxx Title: Executive Director MUFG SECURITIES AMERICAS INC. By: /s/ Rxxxxxx Xxxxx Name: Rxxxxxx Xxxxx Title: Managing Director SCHEDULE I Barclays Capital Inc. 700 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Syndicate Registration Facsimile: (000) 000-0000 Citigroup Global Markets Inc. 300 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: General Counsel Facsimile: (000) 000-0000

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 Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder. 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, CMS ENERGY CORPORATION By: /s/ Xxxxxxxx Xxxxxxxxx Name: Xxxxxxxx Xxxxxxxxx Title: Vice President and Treasurer Confirmed and accepted as of the date first written above: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED XXXXXX XXXXXXX & CO. LLC RBC CAPITAL MARKETS, LLC XXXXX FARGO SECURITIES, LLC FIFTH THIRD SECURITIES, INC. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director XXXXXX XXXXXXX & CO. LLC By: /s/ Ian Drewe Name: Ian Drewe Title: Executive Director RBC CAPITAL MARKETS, LLC By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Authorized Signatory XXXXX FARGO SECURITIES, LLC By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Director SCHEDULE I Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 00 Xxxxxxxxxxx Xxxxx XX0-000-00-00 Xxx Xxxx, Xxx Xxxx 00000 Facsimile: (000) 000-0000 Attention: High Grade Transaction Management/Legal Xxxxxx Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Facsimile: (000) 000-0000 Attention: Investment Banking Division RBC Capital Markets, LLC 000 Xxxxx Xxxxxx, 8th Floor New York, New York 10281 Facsimile: (000) 000-0000 Attention: DCM Transaction Management Xxxxx Fargo Securities, LLC 000 Xxxxx Xxxxx Xxxxxx, 5th Floor Charlotte, North Carolina 28202 Facsimile: (000) 000-0000 Attention: Transaction Management SCHEDULE II Underwriters Principal Amount of Securities Purchase Price of Securities Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $ 151,200,000 $ 147,280,418.30 Xxxxxx Xxxxxxx & Co. LLC $ 151,200,000 $ 147,280,418.30 RBC Capital Markets, LLC $ 151,200,000 $ 147,280,418.29 Xxxxx Fargo Securities, LLC $ 151,200,000 $ 147,280,418.29 Fifth Third Securities, Inc. $ 25,200,000 $ 24,546,736.38 Total $ 630,000,000 $ 613,668,409.56 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. ANNEX A Filed under Rule 433 File No. 333-216355 Final Term Sheet February 6, 2019 Issuer: CMS Energy Corporation Security: 5.875% Junior Subordinated Notes due 2079 (the “Notes”) Aggregate Principal Amount Offered: $630,000,000 Over-Allotment Option: None Maturity Date: Xxxxx 0, 0000 Xxxxxx: 5.875% Interest Payment Dates: March 1, June 1, September 1 and December 1, subject to deferral First Interest Payment Date: June 1, 2019 Public Offering Price: $25.00 per Note Par Call: At any time, in whole or in part, on or after March 1, 2024, at 100% plus accrued and unpaid interest to, but not including, the redemption date Tax Event Call: At any time prior to March 1, 2024, in whole but not in part, at 100% plus accrued and unpaid interest to, but not including, the redemption date Rating Agency Call: At any time prior to March 1, 2024, in whole but not in part, at 102% plus accrued and unpaid interest to, but not including, the redemption date Use of Proceeds: Repayment of the $180 million outstanding term loan under the Term Loan Credit Agreement dated as of June 11, 2015, repayment of the $300 million outstanding term loan under the Term Loan Credit Agreement dated as of December 28, 2018, and for general corporate purposes. The $300 million term loan bears interest at an annual interest rate of LIBOR plus 0.550 percent (3.052 percent at January 24, 2019) and matures on December 27, 2019, and the proceeds of these term loan borrowings were used for working capital, for general corporate purposes and to refinance certain outstanding debt Trade Date: February 6, 2019 Settlement Date: February 20, 2019 (T+9) Expected Listing: NYSE Expected Ratings: / / (Xxxxx’x / 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 Lead Managers: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxx Xxxxxxx & Co. LLC RBC Capital Markets, LLC Xxxxx Fargo Securities, LLC Co-Manager: Fifth Third Securities, Inc. CUSIP / ISIN: 125896 845 / US1258968452 CMS Energy Corporation 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 CMS Energy Corporation has filed with the SEC for more complete information about CMS Energy Corporation and this offering. You may get these documents for free by visiting XXXXX on the SEC website at xxx.xxx.xxx. Alternatively, CMS Energy Corporation, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated toll-free at (000)-000-0000, Xxxxxx Xxxxxxx & Co. LLC toll-free at (000) 000-0000, RBC Capital Markets, LLC toll-free at (000) 000-0000 and Xxxxx Fargo Securities, LLC toll-free at (000) 000-0000. 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. EXHIBIT A {FORM OF OPINION OF XXXXXXX X. XXXXXXXX, ESQ.}