TWENTY-SECOND SUPPLEMENTAL INDENTURE

TWENTY-SECOND SUPPLEMENTAL INDENTURE
dated as of June 15, 2009

This Twenty-Second Supplemental Indenture, dated as of the 15th day of June, 2009 between CMS Energy Corporation, a corporation duly organized and existing under the laws of the State of Michigan (hereinafter called the “ Issuer ”) and having its principal office at One Energy Plaza, Jackson, Michigan 49201, and The Bank of New York Mellon, a New York banking corporation (hereinafter called the “ Trustee ”) and having its Corporate Trust Office at 101 Barclay Street, New York, New York 10286.

WITNESSETH:

WHEREAS, the Issuer and the Trustee (ultimate successor to NBD Bank, National Association) entered into an Indenture, dated as of September 15, 1992 (the “ Original Indenture ”), pursuant to which one or more series of debt securities of the Issuer (the “ Securities ”) may be issued from time to time; and

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

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

WHEREAS, the Issuer has requested the Trustee to join with it in the execution and delivery of this Twenty-Second Supplemental Indenture in order to supplement and amend the Original Indenture by, among other things, establishing the form and terms of a series of Securities to be known as the Issuer’s “5.50% Convertible Senior Notes due 2029” (the “ 2029 Notes ”), providing for the issuance of the 2029 Notes and amending and adding certain provisions thereof for the benefit of the Holders of the 2029 Notes; and

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

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

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

NOW, THEREFORE, for and in consideration of the premises and the purchase of the 2029 Notes to be issued hereunder by Holders thereof, the Issuer and the Trustee mutually covenant and agree, for the equal and proportionate benefit of the respective Holders from time to time of the 2029 Notes, as follows:

ARTICLE I
STANDARD PROVISIONS; DEFINITIONS

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

SECTION 1.02. Definitions .

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

(b) Section 1.1 of the Original Indenture is amended to insert the new definitions solely applicable to the 2029 Notes and to replace, solely with respect to the 2029 Notes (but not with respect to any other series of Securities), any existing definitions (as applicable) in the Original Indenture, in the appropriate alphabetical sequence, as follows:

“ Bid Solicitation Agent ” means an independent nationally recognized securities dealer selected by the Issuer to solicit market bid quotations for the 2029 Notes, which shall in no event be an Affiliate of the Issuer.

“ Board of Directors ” means either the Board of Directors of the Issuer or, other than in the case of the definition of Continuing Directors, any committee of such Board duly authorized to act on its behalf.

“ Business Day ” means any day on which banking institutions in New York, New York are not authorized or required by law or regulation to close.

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

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

“ Closing Sale Price ” of any share of Common Stock on any Trading Date means:

(i) the closing sale price per share (or, if no closing sale price is reported, the average of the closing bid and ask prices or, if more than one in either case, the average of the average closing bid and the average closing ask prices) on that date as reported in composite transactions for the principal U.S. securities exchange on which the Common Stock is traded; or

(ii) if the Common Stock is not listed on a U.S. national or regional securities exchange, the closing sale price per share (or, if no closing sale price is reported, the average of the closing bid and ask prices or, if more than one in either case, the average of the average closing bid and the average closing ask prices) on that date as reported by Pink OTC Markets Inc. or similar organization; or

(iii) if the Common Stock is not so quoted by Pink OTC Markets Inc. or similar organization, as determined by a nationally recognized securities dealer retained by the Issuer for that purpose.

The Closing Sale Price shall be determined without reference to extended or after hours trading.

“ Code ” means the Internal Revenue Code of 1986, as amended from time to time, and any successor legislation.

“ Consolidated Assets ” means, at any date of determination, the aggregate assets of the Issuer and its Consolidated Subsidiaries determined on a consolidated basis in accordance with generally accepted accounting principles.

“ Consolidated Current Liabilities ” means, for any period, the aggregate amount of liabilities of the Issuer and its Consolidated Subsidiaries which may properly be classified as current liabilities (including taxes accrued as estimated), after (i) eliminating all inter-company items between the Issuer and any Consolidated Subsidiary and (ii) deducting all current maturities of long-term Indebtedness, all as determined in accordance with generally accepted accounting principles.

“ Consolidated Net Tangible Assets ” means, for any period, the total amount of assets (less accumulated depreciation or amortization, allowances for doubtful receivables, other applicable reserves and other properly deductible items) as set forth on the most recently available quarterly or annual consolidated balance sheet of the Issuer and its Consolidated Subsidiaries, determined on a consolidated basis in accordance with generally accepted accounting principles, and after giving effect to purchase accounting and after deducting therefrom, to the extent otherwise included, the amounts of: (i) Consolidated Current Liabilities; (ii) minority interests in Consolidated Subsidiaries held by Persons other than the Issuer or a Restricted Subsidiary; (iii) excess of cost over fair value of assets of businesses acquired, as determined in good faith by the Board of Directors as evidenced by resolutions of the Board of Directors; (iv) any revaluation or other write-up in value of assets subsequent to December 31, 1996, as a result of a change in the method of valuation in accordance with generally accepted accounting principles; (v) unamortized debt discount and expenses and other unamortized deferred charges, goodwill, patents, trademarks, service marks, trade names, copyrights, licenses, organization or developmental expenses and other intangible items; (vi) treasury stock; and (vii) any cash set apart and held in a sinking or other analogous fund established for the purpose of redemption or other retirement of Capital Stock to the extent such obligation is not reflected in Consolidated Current Liabilities.

“ Consolidated Subsidiary ” means any Subsidiary whose accounts are or are required to be consolidated with the accounts of the Issuer in accordance with generally accepted accounting principles.

“ Consumers ” means Consumers Energy Company, a Michigan corporation and wholly-owned Subsidiary of the Issuer.

“ Continuing Directors ” means, as of any date of determination, any member of the Board of Directors who (i) was a member of the Board of Directors on the Original Issue Date or (ii) was nominated for election or elected to the Board of Directors with the approval of a majority of the Continuing Directors who were members of the Board of Directors at the time of such new director’s nomination or election.

“ Conversion Agent ” means the office or agency designated by the Issuer where 2029 Notes may be presented for conversion. Initially, the Conversion Agent shall be the Trustee.

“ Conversion Period ” means the period of 20 consecutive Trading Days:

(i) if the Issuer has called the 2029 Notes delivered for conversion for redemption, ending one Trading Day immediately preceding the Redemption Date;

(ii) with respect to conversion notices received during the period beginning 25 scheduled Trading Days preceding Stated Maturity and ending one Business Day preceding Stated Maturity, beginning on the 22nd scheduled Trading Day immediately preceding Stated Maturity; and

(iii) in all other cases, beginning on and including the third Trading Day following the Issuer’s receipt of a Holder’s Conversion Notice.

“ Conversion Price ” on any date of determination means $1,000 divided by the effective Conversion Rate in effect on that day.

“ Conversion Rate ” means the number of shares of Common Stock into which each $1,000 principal amount of 2029 Notes is convertible, which is initially 69.1443, subject to adjustments as set forth herein.

“ Conversion Value ” means, for every $1,000 principal amount of a 2029 Note being converted, an amount equal to the sum of the Daily Conversion Values for each of the 20 Trading Days in the Conversion Period.

“ Daily Conversion Value ” means, for any Trading Day during the Conversion Period, one-twentieth (1/20) of the product of (i) the effective Conversion Rate on that day and (ii) the VWAP of the Common Stock (or the consideration into which the Common Stock has been converted in connection with transactions to which Section 10.07 hereof is applicable) on such day.

“ Enterprises ” means CMS Enterprises Company, a Michigan corporation and wholly-owned Subsidiary of the Issuer.

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

“ Ex-Date ” means, in respect of a dividend or distribution to holders of Common Stock, the first date on which a sale of the Common Stock does not automatically transfer the right to receive the relevant dividend or distribution from the seller of such Common Stock to the buyer of such Common Stock.

“ Fair Market Value ” means the amount that a willing buyer would pay a willing seller in an arm’s length transaction, as determined by the Board of Directors.

“ Fiscal Quarter ” means, with respect to the Issuer, the fiscal quarter publicly disclosed by the Issuer.

“ Fundamental Change ” means the occurrence of any of the following after the original issuance of the 2029 Notes:

(1) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” (within the meaning of Rule 13d-3 and Rule 13d-5 under the Exchange Act), other than the Issuer, any Subsidiary or any employee benefit plan of the Issuer or any such Subsidiary, becomes the “beneficial owner” (within the meaning of Rule 13d-3 and Rule 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the Issuer’s Capital Stock that is at the time entitled to vote by the holder thereof in the election of the Board of Directors (or comparable body);

(2) the first day on which a majority of the members of the Board of Directors are not Continuing Directors;

(3) the adoption of a plan relating to the liquidation or dissolution of the Issuer;

(4) the consolidation or merger of the Issuer with or into any other “person” (as this term is used in Section 13(d)(3) of the Exchange Act), or the sale, lease, transfer, conveyance or other disposition, in one or a series of related transactions, of all or substantially all of the Issuer’s assets and those of its Subsidiaries taken as a whole to any “person” (as this term is used in Section 13(d)(3) of the Exchange Act), other than:

(a) any transaction:

(i) that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of the Issuer’s Capital Stock; and

(ii) pursuant to which the holders of 50% or more of the total voting power of all shares of the Issuer’s Capital Stock entitled to vote generally in elections of directors of the Issuer immediately prior to such transaction have the right to exercise, directly or indirectly, 50% or more of the total voting power of all             shares of the Issuer’s Capital Stock entitled to vote generally in elections of directors of the continuing or surviving Person immediately after giving effect to such transaction; or

(b) any merger primarily for the purpose of changing the Issuer’s jurisdiction of incorporation and resulting in a reclassification, conversion or exchange of outstanding             shares of Common Stock solely into shares of common stock of the surviving entity; or

(5) the termination of trading of the Common Stock, which will be deemed to have occurred if the Common Stock or other common stock into which the 2029 Notes are convertible is neither listed for trading on a United States national securities exchange nor approved for quotation on any United States system of automated dissemination of quotations of securities prices.

Notwithstanding the foregoing, any transaction or event described in clauses (1) through (5) above shall not constitute a Fundamental Change if, in connection with such transaction or event, or as a result therefrom, a transaction described in clause (1) or clause (4) above occurs (without regard to any exclusion to such clause described in subclause (a) (i) or (ii) of clause (4)) and at least 90% of the consideration paid for the Common Stock (excluding cash payments for fractional shares, cash payments made pursuant to dissenters’ appraisal rights and cash dividends) consists of shares of common stock (or depositary receipts in respect thereof) traded on any of the New York Stock Exchange, The Nasdaq Global Market or The Nasdaq Global Select Market (or any of their respective successors) (or will be so traded immediately following the completion of the merger or consolidation or such other transaction) and, as a result of such transaction, the 2029 Notes become convertible into a combination of cash (in respect of the Cash Amount) and Reference Property.

“ Indebtedness ” of any Person means, without duplication:

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

(ii) all Capital Lease Obligations of such Person;

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

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

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

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

“ interest ” means, when used with reference to the 2029 Notes, any interest payable under the terms of the 2029 Notes, including Additional Interest, if any.

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

“ Market Disruption Event ” means (i) a failure by the securities exchange or market referenced in the definition of Trading Day to open for trading during its regular trading session or (ii) the occurrence or existence prior to 1:00 p.m. on any Trading Day for the Common Stock of an aggregate one-half hour of suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by a stock exchange or otherwise) in the Common Stock or in any option contracts or futures contracts relating to the Common Stock.

“ Non-Stock Change of Control ” means a transaction described under clause (1) or clause (4) in the definition of Fundamental Change pursuant to which 10% or more of the consideration for Common Stock (other than cash payments for fractional shares, if applicable, and cash payments made in respect of dissenters’ appraisal rights) in such Fundamental Change transaction consists of cash or securities (or other property) that are not shares of common stock (or depositary receipts in respect thereof) traded or scheduled to be traded immediately following such transaction on a U.S. national securities exchange.

“ Paying Agent ” means any Person authorized by the Issuer to pay the principal of or interest on any of the 2029 Notes on behalf of the Issuer. Initially, the Paying Agent shall be the Trustee.

“ Person ” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof, or any other entity.

“ Predecessor 2029 Note ” of any particular 2029 Note means every previous 2029 Note evidencing all or a portion of the same debt as that evidenced by such particular 2029 Note; and, for the purposes of the definition, any 2029 Note authenticated and delivered under Section 2.9 of the Original Indenture in exchange for or in lieu of a mutilated, destroyed, lost or stolen 2029 Note shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen 2029 Note.

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

“ Redemption Date ” means, with respect to any redemption of 2029 Notes, the date of redemption with respect thereto (which shall be a Business Day).

“ Restricted Subsidiary ” means any Subsidiary (other than Consumers and its Subsidiaries) of the Issuer which, as of the date of the Issuer’s most recent quarterly consolidated balance sheet, constituted at least 10% of the total Consolidated Assets of the Issuer and its Consolidated Subsidiaries and any other Subsidiary which from time to time is designated a Restricted Subsidiary by the Board of Directors; provided that no Subsidiary may be designated a Restricted Subsidiary if, immediately after giving effect thereto, an Event of Default or event that, with the lapse of time or giving of notice or both, would constitute an Event of Default would exist, and (i) any such Subsidiary so designated as a Restricted Subsidiary must be organized under the laws of the United States or any State thereof, (ii) more than 80% of the Voting Stock of such Subsidiary must be owned of record and beneficially by the Issuer or a Restricted Subsidiary and (iii) such Restricted Subsidiary must be a Consolidated Subsidiary.

“ Schedule TO ” means a Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Exchange Act.

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

“ Support Obligations ” means, for any Person, without duplication, any financial obligation, contingent or otherwise, of such Person guaranteeing or otherwise supporting any debt or other obligation of any other Person in any manner, whether directly or indirectly, and including, without limitation, any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such debt or to purchase (or to advance or supply funds for the purchase of) any security for the payment of such debt, (ii) to purchase property, securities or services for the purpose of assuring the owner of such debt of the payment of such debt, (iii) to maintain working capital, equity capital, available cash or other financial statement condition of the primary obligor so as to enable the primary obligor to pay such debt, (iv) to provide equity capital under or in respect of equity subscription arrangements (to the extent that such obligation to provide equity capital does not otherwise constitute debt), or (v) to perform, or arrange for the performance of, any non-monetary obligations or non-funded debt payment obligations of the primary obligor.

“ Trading Day ” means a day during which:

(i) trading in the Common Stock generally occurs;

(ii) there is no Market Disruption Event; and

(iii) a closing sale price for the Common Stock is provided on the principal U.S. national or regional securities exchange on which the Common Stock is then listed or, if the Common Stock is not then listed on a U.S. national or regional securities exchange, on the principal other market on which the Common Stock is then traded.

“ Trading Price ” means, with respect to a 2029 Note on any date of determination, the average of the secondary market bid quotations per $1,000 principal amount of 2029 Notes obtained by the Bid Solicitation Agent for $5,000,000 principal amount of 2029 Notes at approximately 3:30 p.m., New York City time, on such determination date from two independent nationally recognized securities dealers selected by the Issuer, which may include one or more of the Underwriters; provided that if at least two such bids cannot reasonably be obtained by the Bid Solicitation Agent, but one such bid can reasonably be obtained by the Bid Solicitation Agent, then that one bid shall be used; and provided further that, if the Bid Solicitation Agent cannot reasonably obtain at least one bid for $5,000,000 principal amount of 2029 Notes from an independent nationally recognized securities dealer or, in the Issuer’s reasonable judgment, the bid quotations are not indicative of the secondary market value of the 2029 Notes, then, for the purpose of determining the convertibility of the 2029 Notes only pursuant to Section 10.01(a)(8) hereof, the Trading Price per $1,000 principal amount of 2029 Notes shall be deemed to be less than 95% of the product of (a) the Conversion Rate in effect on such determination date and (b) the Closing Sale Price of a share of Common Stock on such determination date.

“ Trust Indenture Act ” means the Trust Indenture Act of 1939 and the rules and regulations promulgated thereunder, as in force on the date of this Twenty-Second Supplemental Indenture.

“ Underwriters ” means Barclays Capital Inc., Deutsche Bank Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, and Wachovia Capital Markets, LLC.

“ Underwriting Agreement ” means that certain Underwriting Agreement, dated June 9, 2009, among the Issuer and the Underwriters relating to the 2029 Notes.

“ Voting Stock ” means securities of any class or classes the holders of which are ordinarily, in the absence of contingencies, entitled to vote for corporate directors (or persons performing similar functions).

“ VWAP ” for the Common Stock means, with respect to any Trading Day, the per share volume-weighted average price of the Common Stock as displayed on Bloomberg (or any successor service) page CMS.N <EQUITY> AQR in respect of the period from 9:30 a.m. to 4:00 p.m., New York City time, on such Trading Day, or, if such price is unavailable, the market value per share of the Common Stock on such Trading Day as determined by a nationally recognized independent investment banking firm retained for this purpose by the Issuer, which may be one of the Underwriters. VWAP will be determined without regard to after hours trading or any other trading outside of the regular trading session trading hours.

ARTICLE II
DESIGNATION AND TERMS OF THE 2029 NOTES; FORMS

SECTION 2.01. Establishment of Series .

(a) There is hereby created a series of Securities to be known and designated as the “5.50% Convertible Senior Notes due 2029” to be issued in aggregate principal amount of $172,500,000. Additional Securities, without limitation as to amount, having substantially the same terms as the 2029 Notes (except a different issue date, a different issue price and bearing interest from the last Interest Payment Date to which interest has been paid or duly provided for on the 2029 Notes, and, if no interest has been paid, from June 15, 2009), may also be issued by the Issuer pursuant to the Indenture without the consent of the existing Holders of the 2029 Notes; provided , that such additional Securities must be part of the same issue as the 2029 Notes for United States federal income tax purposes. Such additional Securities shall be part of the same series as the 2029 Notes. The “ Stated Maturity ” of the 2029 Notes is June 15, 2029; the principal amount of the 2029 Notes shall be payable on such date unless the 2029 Notes are earlier converted, redeemed or purchased in accordance with the terms of the Indenture.

(b) The 2029 Notes will bear interest from the Original Issue Date, or from the most recent date to which interest has been paid or duly provided for, at the rate of 5.50% per annum stated therein until the principal thereof is paid or made available for payment. Interest will be payable semi-annually on each Interest Payment Date and at Maturity, as provided in the form of the 2029 Note in Section 2.03 and Section 2.04 hereof.

(c) The Record Date referred to in Section 2.3(f)(4) of the Original Indenture for the payment of the interest on any 2029 Note payable on any Interest Payment Date (other than on the Stated Maturity) shall be the June 1 and December 1 next preceding the relevant Interest Payment Date (whether or not a Business Day) except that interest payable on the Stated Maturity shall be paid to the Person to whom the principal amount is paid.

(d) The payment of the principal of, and interest on, the 2029 Notes shall not be secured by a security interest in any property.

(e) The 2029 Notes shall be redeemable at the option of the Issuer, in whole or in part, as provided in Article III hereof. The 2029 Notes shall be purchased by the Issuer at the option of the Holders thereof as provided in Article IV hereof.

(f) The 2029 Notes shall be convertible in accordance with the terms of this Twenty-Second Supplemental Indenture.

(g) The 2029 Notes will not be subordinated to the payment of Senior Debt.

(h) The Issuer will not pay any additional amounts on the 2029 Notes held by a Person who is not a U.S. person (as defined in Regulation S under the Securities Act) in respect of any tax, assessment or government charge withheld or deducted.

(i) The events specified in Events of Default with respect to the 2029 Notes shall include the events specified in Article VII hereof. In addition to the covenants set forth in Article Three of the Original Indenture, the Holders of the 2029 Notes shall have the benefit of the covenants of the Issuer set forth in Article V hereof. The provisions of Section 9.1 and Section 9.2 of the Original Indenture shall be amended and restated solely with respect to the 2019 Notes as specified in Article VI hereof.

(j) The 2029 Notes are issuable only in registered form without coupons in minimum denominations of $2,000 and any integral multiple of $1,000 in excess thereof.

(k) The provisions of Article VIII, Article IX and Article XI hereof shall apply to the 2029 Notes as specified therein.

(l) The Issuer shall pay interest on:

(i) any Global Notes by wire transfer of immediately available funds to the account of the Depositary or its nominee;

(ii) any 2029 Notes in certificated form having a principal amount of less than $2,000,000, by check mailed to the address of the Person entitled thereto as it appears in the Security Register, provided, however, that, at Maturity, interest will be payable in the same manner as payment of the principal amount of the 2029 Notes; and

(iii) any 2029 Notes in certificated form having a principal amount of $2,000,000 or more, by wire transfer in immediately available funds at the election of the Holder of such 2029 Notes duly delivered to the Trustee at least five Business Days prior to the relevant Interest Payment Date, provided , however , that, at Maturity, interest will be payable in the same manner as payment of the principal amount of the 2029 Notes.

(m) Any 2029 Notes or portion thereof surrendered for conversion after 5:00 p.m., New York City time, on the regular Record Date for any Interest Payment Date but prior to the applicable Interest Payment Date shall be accompanied by payment, in immediately available funds or other funds acceptable to the Issuer, of an amount equal to the interest otherwise payable on such Interest Payment Date (excluding any Additional Interest) on the principal amount being converted; provided that no such payment need be made:

(i) with respect to conversions following the regular Record Date immediately preceding Stated Maturity;

(ii) with respect to conversions following the regular Record Date immediately preceding a Redemption Date that falls on or prior to the Interest Payment Date to which such regular Record Date relates, if the Issuer has given notice of a redemption of such 2029 Notes pursuant to Section 3.02 hereof;

(iii) with respect to conversions during such period if the Issuer has given notice of a Fundamental Change Repurchase Date falling during such period pursuant to Section 4.03 hereof; or

(iv) with respect to any overdue interest, if overdue interest exists at the time of conversion with respect to such 2029 Notes.

SECTION 2.02. Forms Generally . The 2029 Notes and Trustee’s certificate of authentication shall be in substantially the form set forth in this Article II, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by the Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such 2029 Notes, as evidenced by their execution thereof.

The definitive 2029 Notes shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such 2029 Notes, as evidenced by their execution thereof.

SECTION 2.03. Form of Face of 2029 Note .

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

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

CMS ENERGY CORPORATION
5.50% CONVERTIBLE SENIOR NOTES DUE 2029

No. 1 $172,500,000

CUSIP No.: 125896 BD1

ISIN No.: US125896BD14

CMS Energy Corporation, a corporation duly organized and existing under the laws of the State of Michigan (herein called the “ Issuer ”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of One Hundred Seventy-Two Million Five Hundred Thousand Dollars on June 15, 2029 (“ Stated Maturity ”) and to pay interest thereon from June 15, 2009 (the “ Original Issue Date ”) or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually in arrears on June 15 and December 15 in each year, commencing on December 15, 2009 (each an “ Interest Payment Date ”), to the Persons in whose names the 2029 Notes are registered at 5:00 p.m., New York City time, on the June 1 and December 1 next preceding the relevant Interest Payment Date (each a “Record Date” ), and on the Stated Maturity, to the Person to whom the principal amount is paid, at the rate of 5.50% per annum, until the principal hereof is paid or made available for payment. The amount of interest payable on any Interest Payment Date shall be computed on the basis of a 360-day year of twelve 30-day months. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Record Date and may either be paid to the Person in whose name this 2029 Note (or one or more Predecessor 2029 Notes) is registered at 5:00 p.m., New York City time, on a subsequent record date (which shall be not less than five Business Days prior to the date of payment of such defaulted interest) for the payment of such defaulted interest to be fixed by the Trustee, notice whereof shall be given to Holders of 2029 Notes not less than 15 calendar days preceding such subsequent Record Date.

Payment of the principal of and interest on this 2029 Note will be made at the office or agency of the Issuer maintained for that purpose in New York, New York (the “ Place of Payment ”), in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts or in such other manner as is specified in the Indenture.

Reference is hereby made to the further provisions of this 2029 Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this 2029 Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed under its corporate seal.

Dated:

CMS ENERGY CORPORATION

By
Its:

By
Its:

SECTION 2.04. Form of Reverse of 2029 Note .

This 5.50% Convertible Senior Note due 2029 is one of a duly authorized issue of securities of the Issuer (herein called the “ 2029 Notes ”), issued and to be issued under an Indenture, dated as of September 15, 1992 (as supplemented by the Twenty-Second Supplemental Indenture, dated as of June 15, 2009 and as further amended or supplemented from time to time, the “ Indenture ”), between the Issuer and The Bank of New York Mellon, a New York banking corporation (ultimate successor to NBD Bank, National Association), as Trustee (herein called the “ Trustee ”, which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Issuer, the Trustee, and the Holders of the 2029 Notes and of the terms upon which the 2029 Notes are, and are to be, authenticated and delivered. This 2029 Note is one of the series designated on the face hereof, issued in an initial aggregate principal amount of $172,500,000. Additional Securities, without limitation as to amount, having substantially the same terms as the 2029 Notes (except a different issue date, a different issue price and bearing interest from the last Interest Payment Date to which interest has been paid or duly provided for on the 2029 Notes, and, if no interest has been paid, from June 15, 2009), may also be issued by the Issuer pursuant to the Indenture without the consent of the existing Holders of the 2029 Notes; provided , that such additional Securities must be part of the same issue as the 2029 Notes for United States federal income tax purposes. Such additional Securities shall be part of the same series as the 2029 Notes.

The Issuer shall pay Additional Interest as provided for, and under the circumstances specified in, Section 7.04 of the Indenture.

The Issuer shall pay interest (to the extent lawful) on overdue principal, Redemption Price, Fundamental Change Repurchase Price, Repurchase Price or interest at the rate per annum borne by the 2029 Notes plus 1%, which interest shall accrue from the date such overdue amount was due to the date payment of such amount, including interest thereon, has been made or duly provided for; all such interest shall be payable on demand.

No sinking fund is provided for the 2029 Notes.

The 2029 Notes will not be redeemable at the option of the Issuer prior to June 20, 2014. At any time on or after June 20, 2014, the 2029 Notes will be redeemable at the option of the Issuer, in whole or in part, on not less than 25 scheduled Trading Days nor more than 40 scheduled Trading Days’ prior notice, at the Redemption Price specified in the Indenture. In the event of redemption of this 2029 Note in part only, a new 2029 Note for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. 2029 Notes may be redeemed in part but only in integral multiples of $1,000 principal amount and only if the unredeemed principal amount is in an authorized denomination.

If a Fundamental Change occurs at any time prior to the Stated Maturity of the 2029 Notes, this 2029 Note will be subject to a repurchase, at the option of the Holder, on a Fundamental Change Repurchase Date, specified by the Issuer, that is not less than 20 Business Days nor more than 35 Business Days after notice thereof, at the Fundamental Change Repurchase Price specified in the Indenture.

Subject to the terms and conditions of the Indenture, each Holder shall have the right, at such Holder’s option, to require the Issuer to repurchase all or any portion of the 2029 Notes held by such Holder, on June 15, 2014, June 15, 2019 and June 15, 2024 at a Repurchase Price specified in the Indenture.

Subject to the conditions and procedures set forth in the Indenture (and, if converted prior to June 30, 2027, upon satisfaction of conditions and during the periods specified in the Indenture), a Holder may convert 2029 Notes on or prior to 5:00 p.m., New York City time, on the Business Day immediately preceding Stated Maturity, based on shares of Common Stock at the Conversion Rate. The initial Conversion Rate is 69.1443 shares of Common Stock per $1,000 principal amount of 2029 Notes, subject to adjustment in the circumstances described in the Indenture. Upon conversion, the Issuer will pay cash and, if applicable, shares of Common Stock based on Daily Conversion Values calculated on a proportionate basis for each day of the 20-day Conversion Period. The Issuer shall deliver cash in lieu of any fractional share of Common Stock in the manner specified in the Indenture.

If an Event of Default with respect to this 2029 Note shall occur and be continuing, the principal of this 2029 Note may be declared due and payable in the manner and with the effect provided in the Indenture.

In any case where any Interest Payment Date, Redemption Date, Repurchase Date, Stated Maturity or Maturity of any 2029 Note shall not be a Business Day, then (notwithstanding any other provision of the Indenture or this 2029 Note) payment of interest or principal need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on the Interest Payment Date, Redemption Date, Repurchase Date or Stated Maturity or at Maturity; provided that no interest shall accrue on the amount so payable for the period from and after such Interest Payment Date, Redemption Date, Repurchase Date, Stated Maturity or Maturity, as the case may be, to such Business Day.

The Trustee and the Paying Agent shall return to the Issuer upon written request any money or property held by them for the payment of any amount with respect to the 2029 Notes that remains unclaimed for two years, provided, however , that the Trustee or such Paying Agent, before being required to make any such return, shall at the expense of the Issuer cause to be published once in a newspaper of general circulation in The City of New York or mail to each such Holder notice that such money or property remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication or mailing, any unclaimed money or property then remaining shall be returned to the Issuer. After return to the Issuer, Holders entitled to the money or property must look to the Issuer for payment as general creditors unless an applicable abandoned property law designates another Person.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of all outstanding 2029 Notes under the Indenture at any time by the Issuer and the Trustee with the consent of the Holders of not less than a majority in principal amount of Securities of all series (including the 2029 Notes) then outstanding and affected (voting as one class).

The Indenture permits the Holders of a majority in principal amount of Securities of all series at the time outstanding with respect to which a default shall have occurred and be continuing (voting as one class) to waive on behalf of the Holders of all outstanding Securities of such series any past default by the Issuer, provided that no such waiver may be made with respect to a default in the payment of the principal of or the interest on any Security of such series, in the payment of the Redemption Price on the Redemption Date in connection with a redemption by the Issuer or the Repurchase Price on a Repurchase Date in connection with a Holder exercising its repurchase rights or in the conversion of the 2029 Notes into cash and, if applicable, shares of Common Stock in the manner required by the Indenture, or the default by the Issuer in respect of certain covenants or provisions of the Indenture, the modification or amendment of which must be consented to by the Holder of each outstanding Security of each series affected.

As set forth in, and subject to, the provisions of the Indenture, no Holder of any 2029 Note will have any right to institute any proceeding with respect to the Indenture or for any remedy thereunder, unless such Holder shall have previously given to the Trustee written notice of a continuing Event of Default, the Holders of not less than 25% in principal amount of the outstanding Securities of each affected series (voting as one class) shall have made written request, and offered reasonable indemnity against costs, expenses and liabilities, to the Trustee to institute such proceeding as trustee, and the Trustee shall not have received from the Holders of a majority in principal amount of the outstanding Securities of each affected series (voting as one class) a direction inconsistent with such request and shall have failed to institute such proceeding within 60 days; provided , however , that such limitations do not apply to a suit instituted by the Holder hereof for the enforcement of payment of the principal of or any interest on this 2029 Note on or after the respective due dates expressed herein.

No reference herein to the Indenture and no provision of this 2029 Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this 2029 Note at the times, place and rate, and in the coin or currency, herein prescribed.

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this 2029 Note is registrable in the Security Register, upon surrender of this 2029 Note for registration of transfer at the office or agency of the Issuer in any place where the principal of and interest on this 2029 Note are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Security Registrar duly executed by, the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new 2029 Notes of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.

The 2029 Notes are issuable only in registered form without coupons in minimum denominations of $2,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, 2029 Notes are exchangeable for a like aggregate principal amount of 2029 Notes and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same.

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

The Issuer shall not be required to (i) issue, exchange or register the transfer of this 2029 Note for a period of 15 days next preceding the mailing of the notice of redemption of 2029 Notes or (ii) exchange or register the transfer of any 2029 Note or any portion thereof selected, called or being called for redemption, except in the case of any 2029 Note to be redeemed in part, the portion thereof not so to be redeemed.

Prior to due presentment of this 2029 Note for registration of transfer, the Issuer, the Trustee and any agent of the Issuer or the Trustee may treat the Person in whose name this 2029 Note is registered as the owner hereof for all purposes, whether or not this 2029 Note be overdue, and neither the Issuer, the Trustee nor any such agent shall be affected by notice to the contrary.

All terms used in this 2029 Note without definition which are defined in the Indenture shall have the meanings assigned to them in the Indenture. In case of any conflict between this 2029 Note and the Indenture, the provisions of the Indenture shall control.

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

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

THE BANK OF NEW YORK MELLON,

as Trustee

By
Authorized Officer

SECTION 2.06. Form of Conversion Notice .

FORM OF CONVERSION NOTICE

TO: CMS ENERGY CORPORATION

THE BANK OF NEW YORK MELLON, as Trustee

The undersigned registered owner of this 2029 Note hereby irrevocably exercises the option to convert this 2029 Note, or the portion thereof below designated (provided, that any unconverted portion of this 2029 Note is in an authorized denomination), into cash and, if applicable, shares of Common Stock of CMS Energy Corporation, in accordance with the terms of the Indenture referred to in this 2029 Note, and directs that the check in payment for cash and the shares, if any, issuable and deliverable upon such conversion, deliverable upon conversion or for fractional shares and any 2029 Notes representing any unconverted principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. If shares or any portion of this 2029 Note not converted are to be issued in the name of a person other than the undersigned, the undersigned will provide the appropriate information below and pay all transfer taxes payable with respect thereto. Any amount required to be paid by the undersigned on account of interest accompanies this 2029 Note.

Dated:

Signature(s)

Signature(s) must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Security Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

Signature Guarantee

Fill in the registration of shares of Common Stock, if any, if to be issued, and 2029 Notes if to be delivered, and the person to whom cash, if any, and payment for fractional shares is to be made, if to be issued, delivered or made other than to and in the name of the registered holder:

Please print name and address

(Name)

(Street Address)

(City, State and Zip Code)

Principal amount to be converted (if less than all): $

Social Security or Other Taxpayer Identification Number:

NOTICE: The signature on this Conversion Notice must correspond with the name as written upon the face of the 2029 Notes in every particular without alteration or enlargement or any change whatever.

SECTION 2.07. Rights of Trustee. The Trustee shall not be deemed to have notice, or be charged with knowledge, of any event requiring notice under the Indenture unless the Trustee shall have received from the Issuer or other requisite party such notice in writing.

ARTICLE III
REDEMPTION OF 2029 NOTES

SECTION 3.01. Optional Redemption of 2029 Notes. Prior to June 20, 2014, the Issuer may not redeem the 2029 Notes. At any time on or after June 20, 2014, the 2029 Notes may be redeemed at the option of the Issuer, in whole or in part, upon notice as set forth in Section 3.02 hereof, in cash at a price (the “ Redemption Price ”) equal to 100% of the principal amount thereof, plus accrued and unpaid interest to, but not including, the Redemption Date; provided, that if the Redemption Date is after a Record Date and on or prior to the corresponding Interest Payment Date, the interest will be paid on the Redemption Date to the Holder of record on the Record Date.

SECTION 3.02. Notice of Optional Redemption. In case the Issuer shall desire to exercise the right to redeem all or, as the case may be, any part of the 2029 Notes pursuant to Section 3.01 hereof, it shall fix a Redemption Date and shall notify in writing the Trustee, the Paying Agent and each Holder of 2029 Notes to be redeemed as provided in this Section 3.02 and Section 11.2 of the Original Indenture (provided, however, that such notice shall be mailed not less than 25 scheduled Trading Days nor more than 40 scheduled Trading Days prior to the Redemption Date).

In addition to those matters set forth in Section 11.2 of the Original Indenture, a notice of redemption shall specify:

(a) the aggregate principal amount of 2029 Notes to be redeemed;

(b) the CUSIP number or numbers of the 2029 Notes being redeemed;

(c) that the Holder has a right to convert the 2029 Notes called for redemption;

(d) the effective Conversion Rate on the date of such notice;

(e) the time and date on which the right to convert such 2029 Notes or portions thereof will expire;

(f) whether the Issuer has elected to settle any Conversion Value in excess of $1,000 in cash by electing a Cash Amount in excess of $1,000 and, if so, the Cash Amount; and

(g) the date on which the Conversion Period begins.

If fewer than all of the 2029 Notes are to be redeemed, the notice of redemption shall identify the 2029 Notes to be redeemed (including CUSIP numbers, if any). In case any 2029 Notes are to be redeemed in part only, the unredeemed portion shall be in an authorized denomination and the notice of redemption shall state the portion of the principal amount thereof to be redeemed (in integral multiples of $1,000) and shall state that, on and after the Redemption Date, upon surrender of such 2029 Notes, a new 2029 Note or 2029 Notes in principal amount equal to the unredeemed portion thereof (in an authorized denomination) will be issued.

SECTION 3.03. Selection of 2029 Notes to be Redeemed . If any 2029 Notes selected for redemption are submitted for conversion in part after such selection, the portion of such 2029 Notes submitted for conversion shall be deemed (so far as may be possible) to be the portion to be selected for redemption. The 2029 Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such 2029 Notes are submitted for conversion in part before the mailing of the notice of redemption.

Upon any redemption of less than all of the outstanding 2029 Notes, the Issuer will not be required to (i) issue, register the transfer of, or exchange any 2029 Notes during the period of 15 calendar days preceding the mailing of a notice of redemption or (ii) register the transfer of or exchange any 2029 Notes so selected for redemption, in whole or in part, except the unredeemed portion of any 2029 Notes being redeemed in part.

SECTION 3.04. Deposit of Redemption Price . On or prior to 11:00 a.m., New York City time, on the Redemption Date, the Issuer shall deposit with the Paying Agent (or, if the Issuer is acting as its own Paying Agent, shall set aside, segregate and hold in trust as provided in Section 3.4 of the Original Indenture) an amount of cash in immediately available funds sufficient to pay the aggregate Redemption Price, together with accrued and unpaid interest to, but not including, the Redemption Date, of all of the 2029 Notes (or portions thereof) to be redeemed on the Redemption Date (other than those theretofor surrendered for conversion into Common Stock or that prior thereto have been delivered by the Issuer to the Security Registrar for cancellation). The Trustee and Paying Agent shall, as promptly as practicable, return to the Issuer any money not required for that purpose because of conversion of the 2029 Notes in accordance with the provisions of Article X hereof. If such money is then held by the Issuer or a Subsidiary in trust and is not required for such purpose, it shall be discharged from such trust.

SECTION 3.05. Payment of 2029 Notes Called for Redemption . Once notice of redemption is mailed, the 2029 Notes or portion of 2029 Notes with respect to which such notice has been given shall, unless converted in accordance with Article X hereof, become due and payable on the Redemption Date and at the place or places stated in such notice of redemption at the Redemption Price, plus interest accrued and unpaid to, but not including, the Redemption Date, and, unless the Issuer shall default in the payment of such 2029 Notes at the Redemption Price, plus interest, if any, accrued and unpaid to, but not including, the Redemption Date, then, on the Redemption Date, such 2029 Notes will cease to be outstanding, interest will cease to accrue on such 2029 Notes and all other rights of the Holders of such 2029 Notes will terminate, other than the right to receive the Redemption Price, and previously accrued and unpaid interest thereon. On presentation and surrender of such 2029 Notes at a place of payment specified in the notice of redemption, such 2029 Notes shall be paid and redeemed by the Issuer at the Redemption Price, together with interest accrued and unpaid thereon to, but not including, the Redemption Date; provided that if the applicable Redemption Date is after a regular Record Date and on or prior to the corresponding Interest Payment Date, the interest payable shall be paid on such Interest Payment Date to the Holders of record of such 2029 Notes on the applicable regular Record Date instead of the Holders surrendering such 2029 Notes for redemption on such date.

If any 2029 Notes called for redemption shall not be so paid upon surrender thereof for redemption on the Redemption Date as provided in this Section 3.05, the Issuer shall pay interest (to the extent lawful) on the overdue Redemption Price at the annual rate borne by the 2029 Notes plus 1%, and such 2029 Notes shall remain convertible into Common Stock in accordance with Article X hereof until the Redemption Price and interest shall have been paid or duly provided for.

ARTICLE IV
REPURCHASE OF 2029 NOTES

SECTION 4.01. Repurchase at Option of Holders Upon Fundamental Change .

(a) If there shall occur a Fundamental Change at any time prior to Stated Maturity, then each Holder of 2029 Notes shall have the right, at such Holder’s option, to require the Issuer to repurchase all of such Holder’s 2029 Notes, or any portion thereof that is in a principal amount of $1,000 and any integral multiple of $1,000 in excess thereof (provided that the principal amount not to be repurchased is in an authorized denomination), for which such Holder has properly delivered and not withdrawn a Repurchase Notice on a date (the “ Fundamental Change Repurchase Date ”) specified by the Issuer that is not less than 20 Business Days nor more than 35 Business Days after the date of the Issuer Repurchase Notice related to such Fundamental Change at a cash repurchase price (the “ Fundamental Change Repurchase Price ”) equal to 100% of the principal amount of the 2029 Notes being repurchased, plus accrued and unpaid interest to, but not including, the Fundamental Change Repurchase Date, subject to the satisfaction by the Holder of the requirements set forth in Section 4.01(c) hereof; provided that if such Fundamental Change Repurchase Date falls after a regular Record Date and on or prior to the corresponding Interest Payment Date, then the interest payable on such Interest Payment Date shall be paid on such Fundamental Change Repurchase Date to the Holders of record of the 2029 Notes on the applicable regular Record Date instead of the Holders surrendering the 2029 Notes for repurchase on such date.

(b) On or before the fifth calendar day after the occurrence of a Fundamental Change, the Issuer shall mail or cause to be mailed to all Holders of record of the 2029 Notes on the date of the Fundamental Change at their addresses shown in the Security Register (and to beneficial owners of the 2029 Notes to the extent required by applicable law) an Issuer Repurchase Notice as set forth in Section 4.03 hereof with respect to such Fundamental Change. The Issuer shall also deliver a copy of the Issuer Repurchase Notice to the Trustee and the Paying Agent at such time as it is mailed to Holders of 2029 Notes. Simultaneously with the mailing of such Issuer Repurchase Notice, the Issuer shall disseminate a press release containing the relevant information or make such information available on the Issuer’s website or through another public medium as the Issuer may use at such time.

No failure of the Issuer to give the foregoing notices and no defect therein shall limit the repurchase rights of Holders of 2029 Notes or affect the validity of the proceedings for the repurchase of the 2029 Notes pursuant to this Section 4.01.

(c) For 2029 Notes to be repurchased at the option of the Holder, the Holder must deliver to the Paying Agent, at any time prior to 5:00 p.m., New York City time, on the Fundamental Change Repurchase Date, a written notice of the Holder’s exercise of its repurchase right (the “ Repurchase Notice ”). The Repurchase Notice must:

(i) comply with appropriate Depositary procedures (if the 2029 Notes are represented by a Global Note) or specify the certificate number of the 2029 Notes that the Holder will deliver to be repurchased (if the 2029 Notes are certificated);

(ii) state the portion of the principal amount of the 2029 Notes that the Holder will deliver to be repurchased, which portion must be in an integral multiple of $1,000; provided , that the principal amount of the portion not to be repurchased is in an authorized denomination; and

(iii) state that such 2029 Notes shall be repurchased by the Issuer pursuant to the applicable pr