AMENDED AND RESTATED CHARTER OF THE
GOVERNANCE AND PUBLIC RESPONSIBILITY 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 Committee 1) oversees the Corporate Governance Principles and related policies and procedures; 2) identifies candidates for membership on the Board and its Committees; 3) assesses Board and Committee performance, independence, compensation, composition and procedures; and 4) reviews environmental and other important public responsibility issues for the Board.

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

Establish Corporate Governance Principles

• Recommend the Corporate Governance Principles for Board approval;
  
  
• Review the Corporate Governance Principles on an ongoing basis, recommending revisions as necessary; and
  
  
• Monitor conformity of the practices of the Board with the Corporate Governance Principles.

Identify Candidates

• Seek candidates to fill Board positions and work to attract candidates qualified to serve on the Board consistent with criteria approved by the Board;
  
  
• Recommend a slate of Board candidates for election at each shareholders meeting;
  
  
• When a vacancy occurs on the Board (either due to a Director departure or an increase in Board membership), recommend a Director candidate to fill the vacancy;
  
  
• Consider Director candidates nominated by shareholders if they are:  submitted in writing to the Secretary of the Corporation within the required time frame preceding the shareholders meeting; include the candidate’s written consent to serve; and include relevant information about the candidate as provided in the Bylaws and as determined by the Committee;
  
  
• Assess, on a regular basis, the personal characteristics and business experience needed by the Board in light of the Board’s current composition;
  
  
• Determine from time to time other criteria for selection and retention of Board members; and
  
  
• Evaluate the composition of all Board Committees annually.

Assess Performance

• Annually review the performance of the Committees, and report the results to the Board;
  
  
• Recommend ways for the Board to increase its overall effectiveness;
  
  
• Review the Board’s and its Committees’ structure and operation, size, charters, composition and compensation (including compensation of the Presiding Director and Chairman of the Board), and recommend to the Board changes when appropriate;
  
  
• Periodically review the Board and Committee rotation and tenure policy and recommend modifications, as appropriate, to the Board; and
  
  
• Oversee new Director orientation and continuing education for existing Directors.

Review Environmental and Public Responsibility Matters

• Review the Corporation’s environmental policies and practices, regulatory compliance strategies, and programs for political advocacy and engagement in Federal/State initiatives; and
  
  
• Review the Corporation’s stakeholder outreach and stewardship strategies to help develop and shape public policies relevant to the Corporation's business operations.

Review Director Code of Conduct and Employee Code of Conduct and Statement of Ethics

• Review the Director Code of Conduct and the Employee Code of Conduct and Statement of Ethics on a periodic basis and recommend changes, as appropriate, to the Board.

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.