0000950124-08-000749 Sample Contracts

Executive Severance Agreement for Senior Officers
Executive Severance Agreement • February 21st, 2008 • Consumers Energy Co • Electric & other services combined • Michigan

THIS EXECUTIVE SEVERANCE AGREEMENT (“Agreement”) is made, entered into, and is effective as of , 2004 (hereinafter referred to as the “Effective Date”), by and between, , a Michigan corporation, (hereinafter referred to as the “Employer”) and (hereinafter referred to as the “Executive”).

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Officer Severance Agreement
Officer Severance Agreement • February 21st, 2008 • Consumers Energy Co • Electric & other services combined • Michigan

THIS OFFICER SEVERANCE AGREEMENT (“Agreement”) is made, entered into, and is effective as of , 2004 (hereinafter referred to as the “Effective Date”), by and between , a Michigan corporation, (hereinafter referred to as the “Employer”) and (hereinafter referred to as the “Officer”).

CMS ENERGY FOURTH AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT
Pledge and Security Agreement • February 21st, 2008 • Consumers Energy Co • Electric & other services combined • New York

THIS FOURTH AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT (this “Security Agreement”), dated as of April 2, 2007, is made by CMS ENERGY CORPORATION, a corporation organized and existing under the laws of the State of Michigan (the “Grantor”), to CITICORP USA, INC. (“CUSA”), as Collateral Agent (the “Collateral Agent”) for the lenders (the “Lenders”) parties to the Credit Agreement (as hereinafter defined).

AMENDED AND RESTATED CASH COLLATERAL AGREEMENT
Cash Collateral Agreement • February 21st, 2008 • Consumers Energy Co • Electric & other services combined • New York

THIS AMENDED AND RESTATED CASH COLLATERAL AGREEMENT, dated as of April 2, 2007 (this “Agreement”), made by CMS ENERGY CORPORATION, a Michigan corporation (the “Pledgor”), to CITICORP USA, INC. (“CUSA”), as administrative agent (in such capacity, the Administrative Agent”) for the lenders (the “Lenders”) parties to the Credit Agreement (as hereinafter defined) and as collateral agent (in such capacity, the “Collateral Agent”) for the Lenders.

Change-in-Control Agreement
Control Agreement • February 21st, 2008 • Consumers Energy Co • Electric & other services combined • Michigan

THIS CHANGE-IN-CONTROL AGREEMENT (“Agreement”) is made, entered into, and is effective as of , 2004 (hereinafter referred to as the “Effective Date”), by and between , a Michigan corporation, (hereinafter referred to as the “Employer”) and (hereinafter referred to as the “Executive”).

AMENDMENT NO. 1
Consumers Energy Co • February 21st, 2008 • Electric & other services combined • New York

This AMENDMENT NO. 1, dated as of December 19, 2007 (this “Amendment”), is by and among CMS Energy Corporation, a Michigan corporation (the “Borrower”), the financial institutions parties to the “Credit Agreement” (defined below) as lenders (the “Lenders”), and Citicorp USA, Inc. (“CUSA”), as administrative agent (in such capacity, the “Administrative Agent”).

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