AMENDED AND RESTATED CHARTER OF THE FINANCE COMMITTEE
OF THE BOARDS OF DIRECTORS OF CMS ENERGY CORPORATION
AND CONSUMERS ENERGY COMPANY (the "Corporation")*

*As Amended and Restated January 29, 2010.

Purpose

The Finance Committee (“Committee”) helps ensure the Corporation’s long-term success by overseeing issues related to corporate finance.  The Committee advises the Board and management on a wide range of topics, such as the Corporation’s financial strategy, position, policies and activities.  It also provides guidance on the Corporation’s risk management policies and activities as well as reviews policies associated with the funded employee benefit plans.  The Committee helps Directors stay accountable to shareholder interests by focusing on financial issues.

Committee Membership

The Committee is comprised of two or more independent directors who are appointed (and can be removed) by resolution of the Board.  Before appointing them, the Board first makes sure that the members have no material relationship with the Corporation and are “independent” as defined by the New York Stock Exchange and applicable rules of the Securities and Exchange Commission.  The Board also fills any Committee vacancies by resolution.

Meetings

The Committee determines the number and timing of meetings necessary to fulfill its duties.  However, the Committee meets at least twice per year or more frequently if circumstances require.  The Committee Chair sets the meeting agenda, but members may add relevant matters to the agenda if they notify the Chair sufficiently in advance of the meeting.

The Committee may invite members of management or others to attend its meetings and may ask them to provide pertinent information.  The Committee reports to the Board on its discussions and recommendations and keeps minutes and other records relating to the meetings.

Responsibilities

• Approve short- and long-term financing plans, including the sale or repurchase of common equity, preferred equity and long-term debt and recommend that the Board adopt resolutions to execute those plans;
  
  
• Approve financial policies relating to cash flow, capital structure, and dividends and recommend that the Board adopt resolutions to execute those plans, as appropriate, and recommend Board action to declare dividends;
  
  
• Review potential project investments and other significant capital expenditures in order to recommend to the Board the financial feasibility of such investment or expenditure and monitor the status/progress of the significant capital projects;
  
  
• Approve risk management policies including foreign exchange management, hedging, and insurance; and
  
  
• Review at least annually the (i) actuarial assumptions and funding status of the defined benefit retirement program funds and their impact on the financial statement, and (ii) the investment performance, funding, and asset allocation policies for funded employee benefit plans.

Additional Information

Certain information common to the operations and responsibilities of all Board Committees are included in the Corporation’s Corporate Governance Principles, which are incorporated in this Charter by reference.