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<SEC-DOCUMENT>0001299933-11-000331.txt : 20110201
<SEC-HEADER>0001299933-11-000331.hdr.sgml : 20110201
<ACCEPTANCE-DATETIME>20110131213751
ACCESSION NUMBER:		0001299933-11-000331
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20110127
ITEM INFORMATION:		Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20110201
DATE AS OF CHANGE:		20110131

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CONSUMERS ENERGY CO
		CENTRAL INDEX KEY:			0000201533
		STANDARD INDUSTRIAL CLASSIFICATION:	ELECTRIC & OTHER SERVICES COMBINED [4931]
		IRS NUMBER:				380442310
		STATE OF INCORPORATION:			MI
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-05611
		FILM NUMBER:		11561225

	BUSINESS ADDRESS:	
		STREET 1:		ONE ENERGY PLAZA
		CITY:			JACKSON
		STATE:			MI
		ZIP:			49201
		BUSINESS PHONE:		5177881031

	MAIL ADDRESS:	
		STREET 1:		ONE ENERGY PLAZA
		CITY:			JACKSON
		STATE:			MI
		ZIP:			49201

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	CONSUMERS POWER CO
		DATE OF NAME CHANGE:	19920703

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CMS ENERGY CORP
		CENTRAL INDEX KEY:			0000811156
		STANDARD INDUSTRIAL CLASSIFICATION:	ELECTRIC & OTHER SERVICES COMBINED [4931]
		IRS NUMBER:				382726431
		STATE OF INCORPORATION:			MI
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-09513
		FILM NUMBER:		11561226

	BUSINESS ADDRESS:	
		STREET 1:		ONE ENERGY PLAZA
		CITY:			JACKSON
		STATE:			MI
		ZIP:			49201
		BUSINESS PHONE:		5177881031

	MAIL ADDRESS:	
		STREET 1:		ONE ENERGY PLAZA
		CITY:			JACKSON
		STATE:			MI
		ZIP:			49201
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>htm_40575.htm
<DESCRIPTION>LIVE FILING
<TEXT>
<!-- CoverPageHeader start -->
<!DOCTYPE html PUBLIC "-//W3C//DTD HTML 3.2//EN">
<HTML>
<HEAD>
<TITLE> CMS Energy Corporation (Form: 8-K) </TITLE>
</HEAD>
<BODY TEXT="#000000" BGCOLOR="#FFFFFF" ALINK="#0000FF" HLINK="#FF0000" VLINK="#800080">
<!-- Comment1 -->
<A NAME="DOCUMENT_TOP">&nbsp;</A>
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<FONT SIZE="4">
		UNITED STATES<BR>
	SECURITIES AND EXCHANGE COMMISSION
</FONT>
<BR>
<FONT SIZE="2">
	WASHINGTON, D.C. 20549
</FONT>
<P ALIGN="CENTER">
<FONT SIZE="5">
	FORM 8-K
</FONT>
<FONT SIZE="2">

</FONT>
</P>
<P ALIGN="CENTER">
<FONT SIZE="3">
	CURRENT REPORT
</FONT>
</P>
<P ALIGN="CENTER">
<FONT SIZE="2">
	Pursuant to Section&nbsp;13 or 15(d) of the Securities Exchange Act of 1934
</FONT>
</P>
<CENTER>
<TABLE CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="100%">
<TR VALIGN="BOTTOM">
<TD WIDTH="51%">
	&nbsp;
</TD>
<TD WIDTH="5%">
	&nbsp;
</TD>
<TD WIDTH="44%">
	&nbsp;
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	Date of Report (Date of Earliest Event Reported):
</FONT>
</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
</FONT>
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<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	January 27, 2011
</FONT>
</TD>
</TR>
</TABLE>
<BR>
</CENTER>
<!-- CoverPageTitle END --><!-- CoverPageRegistrant START -->
<P ALIGN="CENTER"><!-- -->
<FONT SIZE="6">
	CMS Energy Corporation
</FONT>
<FONT SIZE="2">
<BR>__________________________________________<BR>
	(Exact name of registrant as specified in its charter)
</FONT>
<CENTER>
<TABLE CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="100%">
<TR VALIGN="BOTTOM">
<TD WIDTH="33%">
	&nbsp;
</TD>
<TD WIDTH="34%">
	&nbsp;
</TD>
<TD WIDTH="33%">
	&nbsp;
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	Michigan
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	001-09513
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	38-2726431
</FONT>
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
_____________________<BR>
	(State or other jurisdiction
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
_____________<BR>
	(Commission
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
______________<BR>
	(I.R.S. Employer
</FONT>
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	of incorporation)
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	File Number)
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	Identification No.)
</FONT>
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;&nbsp;
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	One Energy Plaza, Jackson, Michigan
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	49201
</FONT>
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
_________________________________<BR>
	(Address of principal executive offices)
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
___________<BR>
	(Zip Code)
</FONT>
</TD>
</TR>
</TABLE>
</CENTER>
<CENTER>
<TABLE CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="100%">

<TR VALIGN="BOTTOM">
<TD WIDTH="51%">
	&nbsp;
</TD>
<TD WIDTH="5%">
	&nbsp;
</TD>
<TD WIDTH="44%">
	&nbsp;
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	Registrant&#146;s telephone number, including area code:
</FONT>
</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	517-788-0550
</FONT>
</TD>
</TR>
</TABLE>
</CENTER>
<P ALIGN="CENTER">
<FONT SIZE="2">
	n/a
<BR>______________________________________________<BR>
	Former name or former address, if changed since last report
</FONT>
<P ALIGN="CENTER">
<FONT SIZE="2">
	&nbsp;
</FONT>
<!-- CoverPageRegistrant END --><!-- CoverPageRegistrant START -->
<P ALIGN="CENTER"><!-- -->
<FONT SIZE="6">
	Consumers Energy Company
</FONT>
<FONT SIZE="2">
<BR>__________________________________________<BR>
	(Exact name of registrant as specified in its charter)
</FONT>
<CENTER>
<TABLE CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="100%">
<TR VALIGN="BOTTOM">
<TD WIDTH="33%">
	&nbsp;
</TD>
<TD WIDTH="34%">
	&nbsp;
</TD>
<TD WIDTH="33%">
	&nbsp;
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	Michigan
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	001-05611
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	38-0442310
</FONT>
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
_____________________<BR>
	(State or other jurisdiction
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
_____________<BR>
	(Commission
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
______________<BR>
	(I.R.S. Employer
</FONT>
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	of incorporation)
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	File Number)
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	Identification No.)
</FONT>
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;&nbsp;
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	One Energy Plaza, Jackson, Michigan
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	49201
</FONT>
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
_________________________________<BR>
	(Address of principal executive offices)
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
___________<BR>
	(Zip Code)
</FONT>
</TD>
</TR>
</TABLE>
</CENTER>
<CENTER>
<TABLE CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="100%">

<TR VALIGN="BOTTOM">
<TD WIDTH="51%">
	&nbsp;
</TD>
<TD WIDTH="5%">
	&nbsp;
</TD>
<TD WIDTH="44%">
	&nbsp;
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	Registrant&#146;s telephone number, including area code:
</FONT>
</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	517-788-0550
</FONT>
</TD>
</TR>
</TABLE>
</CENTER>
<P ALIGN="CENTER">
<FONT SIZE="2">
	n/a
<BR>______________________________________________<BR>
	Former name or former address, if changed since last report
</FONT>
<P ALIGN="CENTER">
<FONT SIZE="2">
	&nbsp;
</FONT>
<!-- CoverPageRegistrant END --><P><FONT SIZE="2">
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:</FONT>
</P>
<P><FONT SIZE="2">
[&nbsp;&nbsp;]&nbsp;&nbsp;Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)<br>
[&nbsp;&nbsp;]&nbsp;&nbsp;Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)<br>
[&nbsp;&nbsp;]&nbsp;&nbsp;Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))<br>
[&nbsp;&nbsp;]&nbsp;&nbsp;Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))<br>
</P></FONT><!-- PageBreak START -->
<P>
<HR NOSHADE>
<DIV ALIGN="LEFT" STYLE="PAGE-BREAK-BEFORE:ALWAYS">
<A HREF="#DOCUMENT_TOP">
<U>
<B>
<FONT SIZE="2">Top of the Form</FONT>
</B>
</U>
</A>
</DIV>
<!-- PageBreak END -->



<P align="left" style="font-size: 10pt"><FONT style="font-size: 12pt"><B>Item&nbsp;5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.</B>
</FONT>

<P align="left" style="font-size: 12pt">Effective January&nbsp;27, 2011, CMS Energy Corporation (&#147;CMS Energy&#148;) and Consumers Energy Company
(&#147;Consumers&#148;) adopted changes to their respective bylaws to correct minor administrative and
typographical errors. The following describes the amendments that were made to each of CMS Energy&#146;s
and Consumers&#146; bylaws. Article&nbsp;IV: Shareholders&#146; Meetings, Section&nbsp;2 &#151; Special Meetings, and
Article&nbsp;VI: Directors&#146; Meetings, Section&nbsp;3 &#151; Place of Meeting, were amended to state that special
meetings and directors&#146; meetings can be held &#147;within or outside&#148; the State of Michigan; previously
the sections had stated &#147;within or without&#148; the State of Michigan. Article&nbsp;VII: Executive and
Other Committees, Section&nbsp;1 &#151; Number and Qualifications, was amended to require that the
Compensation and Human Resources Committee consist of not less than two independent directors.
Article&nbsp;XI: Stock, Section&nbsp;2 &#151; Facsimile Signatures, an extra &#147;the&#148; was deleted.


<P align="left" style="font-size: 12pt">The preceding disclosure is qualified in its entirety by reference to the amendments of CMS
Energy&#146;s and Consumers&#146; bylaws. Copies of each of CMS Energy&#146;s and Consumers&#146; amended and restated
bylaws are attached as exhibits 3.1 and 3.2, respectively, and are incorporated by reference
herein.


<P align="left" style="font-size: 12pt"><B>Item&nbsp;9.01. Financial Statements and Exhibits.</B>


<P align="left" style="font-size: 12pt"><B>(d)&nbsp;Exhibits.</B>


<P align="left" style="font-size: 12pt">3.1 CMS Energy Corporation Bylaws, amended and restated as of January&nbsp;27, 2011


<P align="left" style="font-size: 12pt">3.2 Consumers Energy Company Bylaws, amended and restated as of January&nbsp;27, 2011


<P align="left" style="font-size: 12pt">This Form 8-K contains &#147;forward-looking statements&#148; as defined in Rule&nbsp;3b-6 of the Securities
Exchange Act of 1934, as amended, Rule&nbsp;175 of the Securities Act of 1933, as amended, and relevant
legal decisions. The forward-looking statements are subject to risks and uncertainties. They should
be read in conjunction with &#147;FORWARD-LOOKING STATEMENTS AND INFORMATION&#148; and &#147;RISK FACTORS&#148;
sections of CMS Energy Corporation&#146;s (&#147;CMS Energy&#148;) Form 10-K and Consumers Energy Company&#146;s
(&#147;Consumers Energy&#148;) Form 10-K each for the Year Ended December&nbsp;31, 2009 and as updated in CMS
Energy&#146;s and Consumers Energy&#146;s Forms 10-Q for the Quarters Ended March&nbsp;31, 2010, June&nbsp;30, 2010 and
September&nbsp;30, 2010. CMS Energy&#146;s and Consumers Energy&#146;s &#147;FORWARD-LOOKING STATEMENTS AND
INFORMATION&#148; and &#147;RISK FACTORS&#148; sections are incorporated herein by reference and discuss important
factors that could cause CMS Energy&#146;s and Consumers Energy&#146;s results to differ materially from
those anticipated in such statements.



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<FONT SIZE="2">Top of the Form</FONT>
</B>
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</A>
</DIV>
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<P align="center" style="font-size: 10pt"><FONT style="font-size: 12pt"><B>SIGNATURES</B></FONT>



<P align="left" style="font-size: 12pt">Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrants have duly
caused this report to be signed on their behalf by the undersigned hereunto duly authorized.


<P align="left" style="font-size: 12pt; text-indent: 31%"><B>CMS ENERGY CORPORATION</B>

<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="42%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="50%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD align="left" valign="top">Dated: January&nbsp;31, 2011
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">By:
</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Thomas J. Webb</DIV></TD>
</TR>
<TR style="font-size: 1px">
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top" style="border-top: 1px solid #000000"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Thomas J. Webb<BR>
Executive Vice President and<BR>
Chief Financial Officer</DIV></TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="left" style="font-size: 12pt"><B>CONSUMERS ENERGY COMPANY</B>

<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="37%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="50%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD align="left" valign="top">Dated: January&nbsp;31, 2011
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">By:
</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Thomas J. Webb</DIV></TD>
</TR>
<TR style="font-size: 1px">
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top" style="border-top: 1px solid #000000"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Thomas J. Webb<BR>
Executive Vice President and<BR>
Chief Financial Officer</DIV></TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>



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<FONT SIZE="2">
	Exhibit&nbsp;Index
</FONT>
<CENTER>
<TABLE CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="60%">
<TR VALIGN="BOTTOM">
<TD WIDTH="8%">
	&nbsp;
</TD>
<TD WIDTH="15%">
	&nbsp;
</TD>
<TD WIDTH="77%">
	&nbsp;
</TD>
</TR>

<BR>
<TR VALIGN="BOTTOM">
<TD NOWRAP ALIGN="LEFT">
<FONT SIZE="1">
<B>
	Exhibit No.
</B>
</FONT>
</TD>
<TD>
<FONT SIZE="1">
	&nbsp;
</FONT>
</TD>
<TD NOWRAP ALIGN="LEFT">
<FONT SIZE="1">
<B>
	Description
</B>
</FONT>
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD NOWRAP ALIGN="CENTER">
<HR SIZE="1" NOSHADE>
</TD>
<TD>
<FONT SIZE="1">
	&nbsp;
</FONT>
</TD>
<TD NOWRAP ALIGN="CENTER">
<HR ALIGN="LEFT" SIZE="1" WIDTH="88%" NOSHADE>
</TD>
</TR>





<TR VALIGN="BOTTOM">
<TD VALIGN="TOP" WIDTH="8%" nowrap>
<FONT SIZE="2">
<DIV ALIGN="LEFT">
	3.1
</DIV>
</FONT>
</TD>
<TD WIDTH="15%">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="LEFT" VALIGN="TOP" WIDTH="77%">
<FONT SIZE="2">
CMS Energy Corporation Bylaws, amended and restated as of January 27, 2011
</FONT>
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD VALIGN="TOP" WIDTH="8%" nowrap>
<FONT SIZE="2">
<DIV ALIGN="LEFT">
	3.2
</DIV>
</FONT>
</TD>
<TD WIDTH="15%">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="LEFT" VALIGN="TOP" WIDTH="77%">
<FONT SIZE="2">
Consumers Energy Company Bylaws, amended and restated as of January 27, 2011
</FONT>
</TD>
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<P align="center" style="font-size: 10pt"><FONT style="font-size: 12pt">CMS ENERGY CORPORATION</FONT>



<P align="center" style="font-size: 12pt">AMENDED AND RESTATED BYLAWS



<P align="left" style="font-size: 12pt"><U>ARTICLE&nbsp;I:&nbsp;&nbsp;LOCATION&nbsp;OF&nbsp;OFFICES</U>



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;1 &#151; <U>Registered&nbsp;Office</U>: The registered office of CMS Energy Corporation (the
&#147;Corporation&#148;) shall be at such place in the City of Jackson, County of Jackson, Michigan,
or elsewhere in the State of Michigan, as the Board of Directors may from time to time
designate.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;2 &#151; <U>Other&nbsp;Offices</U>: The Corporation may have and maintain other offices
within or outside the State of Michigan.


<P align="left" style="font-size: 12pt"><U>ARTICLE&nbsp;II:&nbsp;&nbsp;CORPORATE&nbsp;SEAL</U>



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;1 &#151; <U>Corporate&nbsp;Seal</U>: The Corporation shall have a corporate seal bearing the
name of the Corporation. The form of the corporate seal may be altered by the Board of
Directors.


<P align="left" style="font-size: 12pt"><U>ARTICLE&nbsp;III:&nbsp;&nbsp;FISCAL&nbsp;YEAR</U>



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;1 &#151; <U>Fiscal&nbsp;Year</U>: The fiscal year of the Corporation shall begin with the
first day of January and end with the thirty-first day of December of each year.


<P align="left" style="font-size: 12pt"><U>ARTICLE&nbsp;IV:&nbsp;&nbsp;SHAREHOLDERS&#146;&nbsp;MEETINGS</U>



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;1 &#151; <U>Annual&nbsp;Meetings</U>: An annual meeting of the shareholders for the election
of Directors and for such other business as may properly come before the meeting shall be
held at the registered office of the Corporation or at such other place within or outside
the State of Michigan, on the fourth Friday in May of each year or upon such other day and
at the time designated by or under the authority of the Board of Directors, the Chairman of
the Board, or the Presiding Director, but in no event shall such date be more than ninety
(90)&nbsp;days after the fourth Friday in May.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;2 &#151; <U>Special&nbsp;Meetings</U>: Special meetings of the shareholders may be called by
the Board of Directors, by the Chairman of the Board or by the Presiding Director. Such
meetings shall be held at the registered office of the Corporation or at such other place
within or outside the State of Michigan as the Board of Directors, the Chairman of the Board
or the Presiding Director may designate.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;3 &#151; <U>Notices</U>: Except as otherwise provided by law, written notice of any
meeting of the shareholders shall be given, either personally, private carrier, by mail or
any other means permissible under Michigan law to each shareholder of record entitled to
vote at such meeting, not less than ten (10)&nbsp;days nor more than sixty (60)&nbsp;days prior to the
date of the meeting, at their last known address as the same appears on the stock records of
the Corporation. Written notice shall be considered given when deposited, with postage
thereon prepaid, in a post office or official depository under the control of the United
States Postal Service. Such notice shall specify the time and place of holding the meeting,
the purpose or purposes for which such meeting is called, and the record date fixed for the
determination of shareholders entitled to notice of and to vote at such meeting. The Board
of Directors shall fix a record date for determining shareholders entitled to notice of and
to vote at a meeting of shareholders, which record date shall not be more than sixty (60)
days nor less than ten (10)&nbsp;days before the date of the meeting. Such record date shall
apply to any adjournment of the meeting unless the Board of Directors shall fix a new record
date for purposes of the adjourned meeting.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">No notice of an adjourned meeting shall be necessary if the time and place to which the
meeting is adjourned are announced at the meeting at which the adjournment is taken. At the
adjourned meeting only such business may be transacted as might have been transacted at the
original meeting. If, after an adjournment, the Board of Directors shall fix a new record
date for the adjourned meeting, a notice of the adjourned meeting shall be mailed, in
conformity with the provisions of the first paragraph of this Section&nbsp;3, to each shareholder
of record on the new record date entitled to vote at the adjourned meeting.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;4 &#151; <U>Quorum</U>: Except as otherwise provided by law or by the Articles of
Incorporation of the Corporation, the holders of the shares of stock of the Corporation
entitled to cast a majority of the votes at a meeting shall constitute a quorum for the
transaction of business at the meeting, but a lesser number may convene any meeting and, by
a majority vote of the shares present at the meeting, may adjourn the same from time to time
until a quorum shall be present.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;5 &#151; <U>Voting</U>: Shareholders may vote at all meetings in person or by proxy,
but all proxies shall be filed with the Secretary of the meeting before being voted upon.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">Subject to the provisions of the Articles of Incorporation of the Corporation, at all
meetings of the shareholders of the Corporation, each holder of Common Stock shall be
entitled on all questions to one vote for each share of stock held by such holder, and a
majority of the votes cast by the holders of shares entitled to vote thereon shall be
sufficient for the adoption of any question presented, unless otherwise provided by law or
by the Articles of Incorporation of the Corporation.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;6 &#151; <U>Inspectors</U>: In advance of any meeting of shareholders the Board of
Directors shall appoint one or more inspectors to act at such meeting or any adjournment
thereof. The inspectors shall have such powers and duties as are provided by law.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;7 &#151; <U>Notice of Shareholder Business and Director Nominations</U>:



<P align="left" style="margin-left:4%; font-size: 12pt">(A)&nbsp;Annual Meetings of Shareholders.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(1)&nbsp;Nominations of persons for election to the Board of Directors of the Corporation
and the proposal of business to be considered by the shareholders at an annual meeting of
shareholders may be made (i)&nbsp;pursuant to the Corporation&#146;s notice of meeting, (ii)&nbsp;by or at
the direction of the Board of Directors, or (iii)&nbsp;by any shareholder of the Corporation who
(x)&nbsp;is a shareholder of record at the time of giving notice provided for in this Bylaw and
at the time of the annual meeting of shareholders, (y)&nbsp;is entitled to vote at the meeting,
and (z)&nbsp;complies with the notice procedures as to such business or nomination set forth in
this Bylaw. Clause (iii)&nbsp;of this paragraph shall be the exclusive means for a shareholder
to make nominations or submit other business (other than matters properly brought under Rule
14a-8 under the Securities Exchange Act of 1934, as amended (the &#147;Exchange Act&#148;) and
included in the Corporation&#146;s notice of meeting) before an annual meeting of shareholders.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(2)&nbsp;For nominations or other business to be properly brought before an annual meeting
by a shareholder pursuant to clause (iii)&nbsp;of paragraph (A)(1) of this Section&nbsp;7, such other
business must be a proper subject for shareholder action under Michigan corporation law, and
the shareholder must have given timely notice of such nomination or other business in
writing to the Secretary of the Corporation. To be timely, a shareholder&#146;s notice shall be
delivered to the Secretary at the principal executive offices of the Corporation not earlier
than the ninetieth (90th) day and not later than the sixtieth (60th) day prior to the first
anniversary of the preceding year&#146;s annual meeting date; provided, however, that in the
event that the date of the annual meeting is more than thirty (30)&nbsp;days before or after such
anniversary date, notice by the shareholder to be timely must be so delivered no later than
the tenth (10th) day following the date on which public announcement of the date of such
meeting is first made by the Corporation. In no event shall the public announcement of an
adjournment of an annual meeting commence a new time period for the giving of a
shareholder&#146;s notice as described above.



<P align="left" style="margin-left:4%; font-size: 12pt">To be in proper form, a shareholder&#146;s notice to the Secretary must set forth:



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(i)&nbsp;the following as to the shareholder giving the notice and the beneficial owner, if
any, on whose behalf the nomination or business proposal is made:



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(a)&nbsp;the name and address of such shareholder, as it appears on the
Corporation&#146;s books, and of the beneficial owner, if any;



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(b)&nbsp;the class or series and number of shares of capital stock of the
Corporation that are owned beneficially and of record by such shareholder and
beneficial owner, if any, as of the date of such notice (which information shall be
supplemented by such shareholder and beneficial owner, if any, not later than ten
(10)&nbsp;days after the record date for the meeting to disclose such ownership as of the
record date);



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(c)&nbsp;a description of any agreement, arrangement or understanding (including any
derivative or short positions, profit interests, options, hedging transactions, and
borrowed or loaned shares) that has been entered into as of the date of such notice
by, or on behalf of, the shareholder or beneficial owner, if any, or any of their
affiliates or associates, the effect or intent of which is to mitigate loss to,
manage risk or benefit of share price changes for, or increase or decrease the
voting power of the shareholder or beneficial owner, if any, or any of their
affiliates or associates with respect to shares of stock of the Corporation, and a
representation that the shareholder or beneficial owner, if any, will notify the
Corporation in writing of any such agreement, arrangement or understanding in effect
as of the record date for the meeting promptly following the later of the record
date or the date notice of the record date is first publicly disclosed;



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(d)&nbsp;any proxy, contract, arrangement, understanding or relationship pursuant to
which shareholder or beneficial owner, if any, has a right to vote any shares of any
security of the Corporation; and



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(e)&nbsp;any other information relating to such shareholder and beneficial owner, if
any, that would be required to be disclosed in a proxy statement or other filings
required to be made in connection with solicitations of proxies for, as applicable,
the proposal and/or for the election of directors in a contested election pursuant
to Section&nbsp;14 of the Exchange Act and the rules and regulations promulgated
thereunder;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(ii)&nbsp;the following additional information if the notice relates to any business other
than the nomination of a director that the shareholder proposes to bring before the meeting:



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(a)&nbsp;a brief description of the business desired to be brought before the
meeting, the reasons for conducting such business at the meeting, the text of the
proposal, and any material interest of such shareholder or beneficial owner, if any,
in such business; and



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(b)&nbsp;a description of all agreements, arrangements and understandings between
such shareholder and beneficial owner, if any, and any other person or persons
(including their names) in connection with the proposal of such business by such
shareholder;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(iii)&nbsp;the following additional information as to each person whom the shareholder
proposes to nominate for election as a director:



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(a)&nbsp;the name, age, and business and residential addresses of such person;



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(b)&nbsp;the principal occupation or employment of such person;



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(c)&nbsp;the number of shares of capital stock of the Corporation beneficially owned
by such person;



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(d)&nbsp;such person&#146;s written consent to being named in the proxy statement as a
nominee and serving as a director if elected;



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(e)&nbsp;such other information relating to such person that would be required to be
disclosed in a proxy statement or other filings required to be made in connection
with proxy solicitations of proxies for election of directors in a contested
election pursuant to Section&nbsp;14 of the Exchange Act and the rules and regulations
promulgated thereunder; and



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(f)&nbsp;an undertaking to provide such other information as the Corporation may
reasonably require to determine the eligibility of such person to serve as an
independent director of the Corporation or that could be material to a reasonable
shareholder&#146;s understanding of the independence, or lack thereof, of such person;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(iv)&nbsp;a representation that the shareholder or beneficial owner, if any, intends to
appear in person or by proxy at the meeting to propose such business or make such
nomination; and



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(v)&nbsp;a representation whether the shareholder or beneficial owner, if any, intends or is
part of a group which intends (a)&nbsp;to deliver a proxy statement and/or form of proxy to
holders of at least the percentage of the Corporation&#146;s outstanding capital stock required
to approve the proposal or elect the nominee and/or (b)&nbsp;otherwise to solicit proxies from
shareholders in support of such proposal or nomination.


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(B)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Special Meetings of Shareholders.</TD>
</TR>

</TABLE>



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">Only such business shall be conducted at a special meeting of shareholders as shall
have been brought before the meeting of shareholders pursuant to the Corporation&#146;s notice of
meeting. Nominations of persons for election to the Board of Directors may be made at a
special meeting of shareholders only if directors are to be elected at such meeting pursuant
to the Corporation&#146;s notice of meeting. To be properly brought before a special meeting,
nominations of persons for election to the Board of Directors must be (i)&nbsp;made by or at the
direction of the Board of Directors or (ii)&nbsp;provided that the Board of Directors has
determined that directors shall be elected at such meeting, made by any shareholder of the
Corporation, who (x)&nbsp;is a shareholder of record at the time of giving of notice provided for
in this Bylaw and at the time of the special meeting, (y)&nbsp;is entitled to vote at the
meeting, and (z)&nbsp;complies with the notice procedures set forth in this Bylaw. Clause (ii)
of this paragraph shall be the exclusive means for a shareholder to make nominations for
director before a special meeting of shareholders.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">For nominations to be properly brought before a special meeting by a shareholder
pursuant to clause (ii)&nbsp;of the preceding paragraph, the shareholder must have given timely
notice of the nomination to the Secretary of the Corporation in the form required by
paragraph (A)(2) of this section 7. To be timely, a shareholder&#146;s notice shall be delivered
to the Secretary at the principal executive offices of the Corporation not earlier than the
ninetieth (90th) day prior to such special meeting date and not later than the later of the
sixtieth (60th) day prior to such special meeting date and the tenth (10th) day following
the day on which public announcement is first made of the date of the special meeting and of
the nominees proposed by the Board of Directors to be elected at such meeting. In no event
shall the public announcement of an adjournment of a special meeting commence a new time
period for the giving of a shareholder&#146;s notice as described above.


<P align="left" style="font-size: 12pt; text-indent: 4%">(C)&nbsp;General.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(1)&nbsp;Only such persons who are nominated in accordance with the procedures set forth in
this Bylaw shall be eligible to be elected as directors at a meeting of shareholders, and
only such business shall be conducted at a meeting of shareholders as shall have been
brought before the meeting in accordance with the procedures set forth in this Bylaw.
Except as otherwise provided by law, the Articles of Incorporation or these Bylaws, the
Chairman of the meeting shall have the power and duty to determine whether a nomination or
any business proposed to be brought before the meeting was made or proposed, as the case may
be, in accordance with the procedures set forth in this Bylaw and, if any proposed
nomination or business is not in compliance with this Bylaw, to declare that such proposal
shall be disregarded.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(2)&nbsp;For purposes of this Bylaw, &#147;public announcement&#148; shall mean disclosure in a press
release reported by the PR Newswire or comparable national news service or in a document
publicly filed by the Corporation with the Securities and Exchange Commission pursuant to
Section&nbsp;13, 14 or 15(d) of the Exchange Act and the rules and regulations promulgated
thereunder.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(3)&nbsp;Nothing in this Bylaw shall be deemed to affect any rights of (i)&nbsp;shareholders to
request inclusion of proposals in the Corporation&#146;s proxy statement pursuant to Rule&nbsp;14a-8
under the Exchange Act or (ii)&nbsp;the holders of any series of preferred stock if and to the
extent provided for under law, the Articles of Incorporation or these Bylaws.


<P align="left" style="font-size: 12pt"><U>ARTICLE&nbsp;V:&nbsp;&nbsp;DIRECTORS</U>



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;1 &#151; <U>Number</U>: The Board of Directors of the Corporation shall consist of not
less than seven (7)&nbsp;nor more than seventeen (17)&nbsp;members, as fixed from time to time by
resolution of the Board of Directors.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;2 &#151; <U>Election</U>: The Directors shall be elected annually at the annual meeting
of the shareholders or at any adjournment thereof.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;3 &#151; <U>Term&nbsp;of&nbsp;Office</U>: Subject to the provisions of the Articles of
Incorporation of the Corporation and unless otherwise provided by law, the Directors shall
hold office from the date of their election until the next succeeding annual meeting and
until their successors are elected and shall qualify.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;4 &#151; <U>Vacancies</U>: Any vacancy or vacancies in the Board of Directors arising
from any cause may be filled by the affirmative vote of a majority of the Directors then in
office although less than a quorum. An increase in the number of members shall be construed
as creating a vacancy.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;5 &#150; <U>Chairman of the Board/Presiding Director</U>: The Board of Directors shall
have a Chairman who shall be chosen from among the Board of Directors. If the Board elects
a Presiding Director, the Presiding Director shall be elected from among the independent
Directors.


<P align="left" style="font-size: 12pt"><U>ARTICLE&nbsp;VI:&nbsp;&nbsp;DIRECTORS&#146;&nbsp;MEETINGS</U>



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;1 &#151; <U>Organization&nbsp;Meeting</U>: As soon as possible after their election, the
Board of Directors shall meet and organize and may also transact other business.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;2 &#151; <U>Other&nbsp;Meetings</U>: Meetings of the Board of Directors may be held at any
time upon call of the Secretary or an Assistant Secretary made at the direction of the
Chairman of the Board, the Presiding Director, a majority of the Board of Directors or the
President.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;3 &#151; <U>Place&nbsp;of&nbsp;Meeting</U>: All meetings of Directors shall be held at such place
within or outside the State of Michigan as may be designated in the call therefore.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;4 &#151; <U>Notice</U>: A reasonable notice of all meetings, in writing or otherwise,
shall be given to each Director or sent to the Director&#146;s residence or place of business;
provided, however, that no notice shall be required for an organization meeting if held on
the same day as the shareholders&#146; meeting at which Directors were elected.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">No notice of the holding of an adjourned meeting shall be necessary.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">Notice of all meetings shall specify the time and place of holding the meeting and
unless otherwise stated any and all business may be transacted at any such meeting.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">Notice of the time, place and purpose of any meeting may be waived in writing either
before or after the holding thereof.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;5 &#151; <U>Quorum</U>: At all meetings of the Board of Directors a majority of the
Board then in office shall constitute a quorum but a majority of the Directors present may
convene and adjourn any such meeting from time to time until a quorum shall be present;
provided, that if the Board shall consist of ten (10)&nbsp;and not more than fifteen (15), then
five (5)&nbsp;members shall constitute a quorum; and if the Board shall consist of more than
fifteen (15), then seven (7)&nbsp;members shall constitute a quorum.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;6 &#151; <U>Voting</U>: All questions coming before any meeting of the Board of
Directors for action shall be decided by a majority vote of the Directors present at such
meeting, unless otherwise provided by law, the Articles of Incorporation of the Corporation
or by these Bylaws.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;7 &#151; <U>Participation&nbsp;by&nbsp;Communications&nbsp;Equipment</U>: A Director or a member of a
Committee designated by the Board of Directors may participate in a meeting by means of
conference telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other. Participation in a meeting by such means
shall constitute presence in person at the meeting.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;8 &#151; <U>Action&nbsp;Without&nbsp;Meeting</U>: Any action required or permitted to be taken
pursuant to authorization voted at a meeting of the Board of Directors or a Committee
thereof, may be taken without a meeting if, before or after the action, all members of the
Board or of the Committee consent thereto in writing or by electronic transmission. The
written and/or electronic consents shall be filed with the minutes of the proceedings of the
Board or Committee, and the consents shall have the same effect as a vote of the Board or
Committee for all purposes.


<P align="left" style="font-size: 12pt"><U>ARTICLE&nbsp;VII:&nbsp;&nbsp;EXECUTIVE&nbsp;AND&nbsp;OTHER&nbsp;COMMITTEES</U>



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;1 &#151; <U>Number&nbsp;and&nbsp;Qualifications</U>: By resolution passed by a majority of the
whole Board, the Board of Directors may from time to time designate one or more of their
number to constitute an Executive or any other Committee of the Board, as the Board of
Directors may from time to time determine to be desirable, and may fix the number of members
and designate the Chairperson of each such Committee, except that the Audit Committee shall
consist of not less than three and the Compensation and Human Resources Committee shall
consist of not less than two independent members of the Board of Directors. Except as
provided by law, the powers of each such Committee shall be as defined in the resolution or
resolutions of the Board of Directors relating to the authorization of such Committee, and
may include, if such resolution or resolutions so provide, the power and authority to
declare a dividend or to authorize the issuance of shares of stock of the Corporation.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;2 &#151; <U>Appointment</U>: The appointment of members of each such Committee, or
other action respecting any Committee, may take place at any meeting of the Directors.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;3 &#151; <U>Term&nbsp;of&nbsp;Office</U>: The members of each Committee shall hold office at the
pleasure of the Board of Directors.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;4 &#151; <U>Vacancies</U>: Any vacancy or vacancies in any such Committee arising from
any cause shall be filled by resolution passed by a majority of the whole Board of
Directors. By like vote the Board may designate one or more Directors to serve as alternate
members of a Committee, who may replace an absent or disqualified member at a meeting of a
Committee; provided, however, in the absence or disqualification of a member of a Committee,
the members of the Committee present at a meeting and not disqualified from voting, whether
or not constituting a quorum, may unanimously appoint another member of the Board of
Directors to act in the place of the absent or disqualified member.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;5 &#151; <U>Minutes</U>: Except as provided in Section&nbsp;2 of Article&nbsp;X hereof or as
otherwise determined by the Board of Directors, each such Committee shall make a written
report or recommendation following its meetings or keep minutes of all its meetings.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;6 &#151; <U>Quorum</U>: At all meetings of any duly authorized Committee of the Board
of Directors, a majority of the members of such Committee shall constitute a quorum but a
majority of the members present may convene and adjourn any such meeting from time to time
until a quorum shall be present; provided, that with respect to any Committee of the Board
other than the Executive Committee, if the membership of such Committee is four (4)&nbsp;or less,
then two (2)&nbsp;members of such Committee shall constitute a quorum and one member may convene
and adjourn any such meeting from time to time until a quorum shall be present.


<P align="left" style="font-size: 12pt"><U>ARTICLE&nbsp;VIII:&nbsp;&nbsp;OFFICERS</U>



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;1 &#151; <U>Election</U>: The officers shall be chosen by the Board of Directors. The
Corporation shall have a President, a Secretary and a Treasurer, and such other officers as
the Board of Directors may from time to time determine, who shall have respectively such
duties and authority as may be provided by these Bylaws or as may be provided by resolution
of the Board of Directors not inconsistent herewith. Any two (2)&nbsp;or more of such offices
may be held by the same person but no officer shall execute, acknowledge or verify any
instrument in more than one capacity if such instrument is required by law, by the Articles
of Incorporation of the Corporation or by these Bylaws to be executed, acknowledged or
verified by two (2)&nbsp;or more officers.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;2 &#151; <U>Vacancies</U>: Any vacancy or vacancies among the officers arising from any
cause shall be filled by the Board of Directors. In case of the absence of any officer of
the Corporation or for any other reason that the Board of Directors may deem sufficient, the
Board of Directors may delegate, for the time being, the powers or duties, or any of them,
of any officer to any other officer or to any Director.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;3 &#151; <U>Term&nbsp;of&nbsp;Office</U>: Each officer of the Corporation shall hold office until
a successor is chosen and qualified, or until the officer&#146;s resignation or removal. Any
officer appointed by the Board of Directors may be removed at any time by the Board of
Directors with or without cause.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;4 &#151; <U>Compensation</U>: The compensation of the officers shall be fixed by a
committee of the Board of Directors composed of independent directors as defined by
applicable law and regulation.


<P align="left" style="font-size: 12pt"><U>ARTICLE&nbsp;IX:&nbsp;&nbsp;AGENTS</U>



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;1 &#151; <U>Resident&nbsp;Agent</U>: The Corporation shall have and continuously maintain a
resident agent, which may be either an individual resident in the State of Michigan whose
business office is identical with the Corporation&#146;s registered office or a Michigan
corporation or a foreign corporation authorized to transact business in Michigan and having
a business office identical with the Corporation&#146;s registered office. The Board of
Directors shall appoint the resident agent.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;2 &#151; <U>Other&nbsp;Agents</U>: The Board of Directors may appoint such other agents as
may in their judgment be necessary for the proper conduct of the business of the
Corporation.


<P align="left" style="font-size: 12pt"><U>ARTICLE&nbsp;X:&nbsp;&nbsp;POWERS&nbsp;AND&nbsp;DUTIES</U>



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;1 &#151; <U>Directors</U>: The business and affairs of the Corporation shall be managed
by the Board of Directors which shall have and exercise all of the powers and authority of
the Corporation except as otherwise provided by law, by the Articles of Incorporation of the
Corporation or by these Bylaws.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;2 &#151; <U>Executive&nbsp;Committee</U>: In the interim between meetings of the Board of
Directors, the Executive Committee shall have and exercise all the powers and authority of
the Board of Directors except as otherwise provided by law. The Executive Committee shall
meet from time to time on the call of the Chairman of the Board, the Chairman of the
Committee or a majority of the Committee members. The Secretary shall keep minutes in
sufficient detail to advise fully the Board of Directors of the actions taken by the
Committee and shall submit copies of such minutes to the Board of Directors for its approval
or other action at its next meeting.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;3 &#151; <U>Chairman&nbsp;of&nbsp;the&nbsp;Board</U>: The Chairman of the Board shall preside at all
meetings of Directors and shareholders; and shall perform and do all acts and things
incident to the position of Chairman of the Board and such other duties as may be assigned
from time to time by the Board of Directors or the Executive Committee of the Board of
Directors.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;4 &#150; <U>Presiding Director</U>: The authority, duties and responsibilities of the
Presiding Director are as follows: (1)&nbsp;convene and chair meetings of the independent
directors in executive session no less than once each year; (2)&nbsp;preside at meetings of the
Board at which the Chairman of the Board is not present, including executive sessions of the
independent directors; (3)&nbsp;solicit independent directors for advice on agenda items for
meetings of the Board; (4)&nbsp;serve as a liaison between the Chairman of the Board, the
President and the independent directors; and (5)&nbsp;perform such other duties as may be
assigned by the Board from time to time.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;5 &#150; <U>President</U>: The President shall be the chief executive officer of the
Corporation as determined by the Board of Directors and, subject to the supervision of the
Board of Directors and of the Executive Committee, shall have general charge of the business
and affairs of the Corporation; shall perform and do all acts and things incident to such
position and such other duties as may be assigned from time to time by the Board of
Directors or the Executive Committee. Unless otherwise provided by the Board of Directors or
the Executive Committee, the President shall have full power and authority on behalf of the
Corporation to execute any shareholder, member or partnership consents and to attend and act
and to vote in person or by proxy at any meetings of shareholders, members or partners of
any entity in which the Corporation may own stock or an interest and at any such meeting
shall possess and may exercise any and all the rights and powers incident to the ownership
of such stock or interest and which, as the owner thereof, the Corporation might have
possessed and exercised if present. If the President shall not exercise such powers, or in
the absence or inability to act of the President, any Vice President may exercise such
powers. The Board of Directors or Executive Committee by resolution from time to time may
confer like powers upon any other person or persons. In the absence of the Chairman of the
Board and the Presiding Director, the President shall preside at meetings of Directors; and
in the absence of the Chairman of the Board and the Presiding Director, the President shall
preside at meetings of shareholders.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;6 &#151; <U>Vice&nbsp;Presidents</U>: Vice Presidents, if any, shall perform such of the
duties of the Chairman of the Board or the President on behalf of the Corporation as may be
respectively assigned to them from time to time by the Board of Directors, the Executive
Committee, the Chairman of the Board, or the President. The Board of Directors or Executive
Committee may designate one or more of the Vice Presidents as Executive Vice President or
Senior Vice President.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;7 &#151; <U>Controller</U>: Subject to the control of the Board of Directors, the
Executive Committee, the Chairman of the Board, the President and the Vice President having
general charge of accounting, the Controller, if any, shall have charge of the supervision
of the accounting system of the Corporation, including the preparation and filing of all tax
returns and financial reports required by law to be made to any and all public authorities
and officials; and shall perform such other duties as may be assigned, from time to time, by
the Board of Directors, the Executive Committee, the Chairman of the Board, the President,
or Vice President having general charge of accounting.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;8 &#151; <U>Treasurer</U>: It shall be the duty of the Treasurer to have the care and
custody of all the funds and securities, including the investment thereof, of the
Corporation which may come into the Treasurer&#146;s hands, and to endorse checks, drafts and
other instruments for the payment of money for deposit or collection when necessary or
proper and to deposit the same to the credit of the Corporation in such bank or banks or
depository as may be designated, may endorse all commercial documents requiring endorsements
for or on behalf of the Corporation, may sign all receipts and vouchers for the payments
made to the Corporation, shall render an account of transactions to the Board of Directors
or the Executive Committee as often as the Board or the Committee shall require, and shall
perform all acts incident to the position of Treasurer, subject to the control of the Board
of Directors, the Executive Committee, the Chairman of the Board or the President.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;9 &#151; <U>Secretary</U>: The Secretary shall act as custodian of and record the
minutes of all meetings of the Board of Directors, of the Executive Committee, of the
shareholders and of any Committees of the Board of Directors which keep formal minutes;
shall attend to the giving and serving of all notices of the Corporation; shall prepare or
cause to be prepared the list of shareholders required to be produced at any meeting; shall
attest the seal of the Corporation upon all contracts and instruments executed under such
seal, shall affix or cause to be affixed the seal of the Corporation thereto and to all
certificates of shares of the capital stock, shall have charge of the stock records of the
Corporation, and shall, in general, perform all the duties of Secretary, subject to the
control of the Board of Directors, the Executive Committee, the Chairman of the Board, or
the President.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;10 &#151; <U>General&nbsp;Counsel</U>: The General Counsel, if any, shall have charge of all
matters of a legal nature involving the Corporation.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;11 &#151; <U>Assistant&nbsp;Controllers, Assistant&nbsp;Secretaries&nbsp;and Assistant&nbsp;Treasurers</U>:
An Assistant Controller, an Assistant Secretary or an Assistant Treasurer, if any, shall, in
the absence or inability to act or at the request of the Controller, Secretary or Treasurer,
respectively, perform the duties of the Controller or Secretary or Treasurer, respectively,
and shall perform such other duties as may from time to time be assigned by the Board of
Directors, the Executive Committee, the Chairman of the Board, or the President. The
performance of any such duty shall be conclusive evidence of right to act.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;12 &#151; <U>Chief&nbsp;Financial&nbsp;Officer&nbsp;and Chief&nbsp;Accounting&nbsp;Officer</U>: The Board of
Directors or the Executive Committee may from time to time designate officers of the
Corporation to be the Chief Financial Officer and the Chief Accounting Officer of the
Corporation.


<P align="left" style="font-size: 12pt"><U>ARTICLE&nbsp;XI:&nbsp;&nbsp;STOCK</U>



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;1 &#150; <U>Certificated and Uncertificated Shares</U>: The shares of stock of the
Corporation may be either certificated shares or uncertificated shares or a combination
thereof. A resolution approved by a majority of the directors may provide that some or all
of any or all classes and series of the shares of the Corporation will be uncertificated
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;shares. Every owner of certificated shares of the Corporation shall be entitled to a
certificate, to be in such form as shall be prescribed by law, the Articles of Incorporation
of the Corporation or by these Bylaws. Each certificate shall be numbered and shall be
entered on the stock records of the Corporation and registered as they are issued, and shall
be signed, in the name of the Corporation, by the President or one of the Vice Presidents
and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary;
and shall be sealed with the seal of the Corporation or a facsimile thereof, or by such
officers as the Board of Directors may designate.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;2 &#150; <U>Facsimile Signatures</U>: When a certificate is countersigned (1)&nbsp;by a
transfer agent, or (2)&nbsp;by a transfer clerk acting on behalf of the Corporation and a
registrar, the signatures of any such President, Vice President, Treasurer, Assistant
Treasurer, Secretary or Assistant Secretary may be facsimile. In case any officer or
officers who have signed, or whose facsimile signature or signatures have been used on any
such certificate or certificates shall cease to be such officer or officers of the
Corporation before such certificate or certificates have been delivered by the Corporation,
such certificate or certificates may nevertheless be adopted by the Corporation and be
issued and delivered as though the person or persons who signed such certificate or
certificates or whose facsimile signature or signatures have been used thereon had not
ceased to be such officer or officers of the Corporation.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;3 &#151; <U>Stock&nbsp;-&nbsp;Preferred&nbsp;and&nbsp;Common</U>: The designations, relative rights,
preferences, limitations and voting powers, or restrictions, or qualifications of the shares
of Preferred Stock and Common Stock shall be as set forth in the Articles of Incorporation
of the Corporation.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;4 &#151; <U>Replacing&nbsp;Certificates</U>: In case of the alleged loss, theft or
destruction of any certificate of shares of stock and the submission of proper proof
thereof, a new certificate may be issued in lieu thereof upon delivery to the Corporation by
the owner or legal representative of a bond of indemnity against any claim that may be made
against the Corporation on account of such alleged lost, stolen or destroyed certificate or
such issuance of a new certificate.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;5 &#150; <U>Stock Records and Transfers of Stock</U>: Transfers of shares of stock of
the Corporation shall be made by the transfer agent and registrar on the books of the
Corporation after receipt of a request with proper evidence of succession, assignment, or
authority to transfer by the record holder of such stock, or by an attorney lawfully
constituted in writing, and, in the case of stock represented by a certificate, upon
surrender of the certificate duly endorsed or accompanied by proper evidence of succession,
assignment or authority to transfer. Subject to the foregoing, the Board of Directors shall
have power and authority to adopt resolutions as it shall deem necessary or appropriate
concerning the issue, transfer, and registration of shares of stock of the Corporation, and
to appoint and remove transfer agents and registrars of transfers.



<P align="left" style="margin-left:4%; font-size: 12pt">The Board of Directors may fix a date preceding the date fixed for any meeting of the
shareholders or any dividend payment date or the date for the allotment of rights or the
date when any change, conversion or exchange of stock shall go into effect or the date for
any other action, as the record date for the determination of the shareholders entitled to
notice of and to vote at such meeting or to receive payment of such dividend or to receive
such allotment of rights or to exercise such rights in respect of any such change,
conversion or exchange of stock or to take such other action, as the case may be,
notwithstanding any transfer of shares on the records of the Corporation or otherwise after
any such record date fixed as aforesaid. The record date so fixed by the Board shall not be
more than sixty (60)&nbsp;nor less than ten (10)&nbsp;days before the date of the meeting of the
shareholders, nor more than sixty (60)&nbsp;days before any other action. If the Board of
Directors does not fix a date of record, as aforesaid, the record date shall be as provided
by law.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;6 &#150; <U>Registered Shareholders</U>: The Corporation shall be entitled to recognize
the exclusive right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and shall be entitled to hold liable for calls and
assessments a person so registered on its books as the owner of shares, and shall not be
bound to recognize any equitable or other claim to or interest in such share or shares on
the part of any other person, whether or not it shall have express or other notice thereof,
except as otherwise provided by applicable statute.


<P align="left" style="font-size: 12pt"><U>ARTICLE&nbsp;XII:&nbsp;&nbsp;AUTHORIZED&nbsp;SIGNATURES</U>



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;1 &#151; <U>Authorized&nbsp;Signatures</U>: All checks, drafts and other negotiable
instruments issued by the Corporation shall be made in the name of the Corporation and shall
be signed manually or signed by facsimile signature by such one of the officers of the
Corporation or such other person as the President, any Executive or Senior Vice President,
the Controller, the Treasurer or the Secretary may from time to time designate.


<P align="left" style="font-size: 12pt"><U>ARTICLE XIII: INSURANCE</U>



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;1 &#151; <U>Insurance</U>: The Corporation may purchase and maintain liability
insurance, to the full extent permitted by law, on behalf of any person who is or was a
director, officer, employee or agent of the Corporation, or is or was serving at the request
of the Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability asserted against
such person and incurred by such person in any such capacity.


<P align="left" style="font-size: 12pt"><U>ARTICLE&nbsp;XIV:&nbsp;&nbsp;AMENDMENTS&nbsp;OF&nbsp;BYLAWS</U>



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;1 &#151; <U>Amendments,&nbsp;How&nbsp;Effected</U>: These Bylaws may be amended or repealed, or
new Bylaws may be adopted, either by the majority vote of the votes cast by the shareholders
entitled to vote thereon or by the majority vote of the Directors then in office at any
meeting of the Directors.


<P align="left" style="font-size: 12pt">Amended and Restated
<BR>
January&nbsp;27, 2011



<P align="center" style="font-size: 10pt; display: none">




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<P align="center" style="font-size: 10pt"><FONT style="font-size: 12pt">CONSUMERS ENERGY COMPANY</FONT>



<P align="center" style="font-size: 12pt">AMENDED AND RESTATED BYLAWS



<P align="left" style="font-size: 12pt"><U>ARTICLE I: LOCATION&nbsp;OF&nbsp;OFFICES</U>



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;1 &#151; <U>Registered Office</U>: The registered office of Consumers Energy Company
(the &#147;Company&#148;) shall be at such place in the City of Jackson, County of Jackson, Michigan,
or elsewhere in the State of Michigan, as the Board of Directors may from time to time
designate.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;2 &#151; <U>Other Offices</U>: The Company may have and maintain other offices within
or outside the State of Michigan.


<P align="left" style="font-size: 12pt"><U>ARTICLE II: CORPORATE&nbsp;SEAL</U>



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;1 &#151; <U>Corporate Seal</U>: The Company shall have a corporate seal bearing the
name of the Company. The form of the corporate seal may be altered by the Board of
Directors.


<P align="left" style="font-size: 12pt"><U>ARTICLE III: FISCAL&nbsp;YEAR</U>



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;1 &#151; <U>Fiscal Year</U>: The fiscal year of the Company shall begin with the first
day of January and end with the thirty-first day of December of each year.


<P align="left" style="font-size: 12pt"><U>ARTICLE IV: SHAREHOLDERS&#146; MEETINGS</U>



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;1 &#151; <U>Annual Meetings</U>: An annual meeting of the shareholders for the election
of Directors and for such other business as may properly come before the meeting shall be
held at the registered office of the Company or at such other place within or outside the
State of Michigan, on the fourth Friday in May of each year or upon such other date and at
the time designated by or under the authority of the Board of Directors, the Chairman of the
Board or the Presiding Director, but in no event shall such date be more than ninety (90)
days after the fourth Friday in May.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;2 &#151; <U>Special Meetings</U>: Special meetings of the shareholders may be called by
the Board of Directors or by the Chairman of the Board or by the Presiding Director. Such
meetings shall be held at the registered office of the Company or at such other place within
or outside the State of Michigan as the Board of Directors, the Chairman of the Board or the
Presiding Director may designate.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;3 &#151; <U>Notices</U>: Except as otherwise provided by law, written notice of any
meeting of the shareholders shall be given, either personally, private carrier, by mail or
any other means permissible under Michigan law to each shareholder of record entitled to
vote at such meeting, not less than ten (10)&nbsp;days nor more than sixty (60)&nbsp;days prior to the
date of the meeting, at their last known address as the same appears on the stock records of
the Company. Written notice shall be considered given when deposited, with postage thereon
prepaid, in a post office or official depository under the control of the United States
Postal Service. Such notice shall specify the time and place of holding the meeting, the
purpose or purposes for which such meeting is called, and the record date fixed for the
determination of shareholders entitled to notice of and to vote at such meeting. The Board
of Directors shall fix a record date for determining shareholders entitled to notice of and
to vote at a meeting of shareholders, which record date shall not be more than sixty (60)
days nor less than ten (10)&nbsp;days before the date of the meeting. Such record date shall
apply to any adjournment of the meeting unless the Board of Directors shall fix a new record
date for purposes of the adjourned meeting.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">No notice of an adjourned meeting shall be necessary if the time and place to which the
meeting is adjourned are announced at the meeting at which the adjournment is taken. At the
adjourned meeting only such business may be transacted as might have been transacted at the
original meeting. If, after an adjournment, the Board of Directors shall fix a new record
date for the adjourned meeting, a notice of the adjourned meeting shall be mailed, in
conformity with the provisions of the first paragraph of this Section&nbsp;3, to each shareholder
of record on the new record date entitled to vote at the adjourned meeting.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;4 &#151; <U>Quorum</U>: Except as otherwise provided by law or by the Articles of
Incorporation of the Company, the holders of the shares of stock of the Company entitled to
cast a majority of the votes at a meeting shall constitute a quorum for the transaction of
business at the meeting, but a lesser number may convene any meeting and, by a majority vote
of the shares present at the meeting, may adjourn the same from time to time until a quorum
shall be present.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;5 &#151; <U>Voting</U>: Shareholders may vote at all meetings in person or by proxy,
but all proxies shall be filed with the Secretary of the meeting before being voted upon.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">The voting powers of the shares of Preferred Stock, Class&nbsp;A Preferred Stock, Preference
Stock and Common Stock shall be as provided by law or set forth in the Articles of
Incorporation of the Company.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;6 &#151; <U>Inspectors</U>: In advance of any meeting of shareholders the Board of
Directors shall appoint one or more inspectors to act at such meeting or any adjournment
thereof. The inspectors shall have such powers and duties as are provided by law.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;7 &#151; <U>Notice of Shareholder Business and Director Nominations</U>:



<P align="left" style="margin-left:4%; font-size: 12pt">(A)&nbsp;Annual Meetings of Shareholders.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(1)&nbsp;Nominations of persons for election to the Board of Directors of the Company and
the proposal of business to be considered by the shareholders at an annual meeting of
shareholders may be made (i)&nbsp;pursuant to the Company&#146;s notice of meeting, (ii)&nbsp;by or at the
direction of the Board of Directors, or (iii)&nbsp;by any shareholder of the Company who (x)&nbsp;is a
shareholder of record at the time of giving notice provided for in this Bylaw and at the
time of the annual meeting of shareholders, (y)&nbsp;is entitled to vote at the meeting, and (z)
complies with the notice procedures as to such business or nomination set forth in this
Bylaw. Clause (iii)&nbsp;of this paragraph shall be the exclusive means for a shareholder to
make nominations or submit other business (other than matters properly brought under Rule
14a-8 under the Securities Exchange Act of 1934, as amended (the &#147;Exchange Act&#148;) and
included in the Company&#146;s notice of meeting) before an annual meeting of shareholders.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(2)&nbsp;For nominations or other business to be properly brought before an annual meeting
by a shareholder pursuant to clause (iii)&nbsp;of paragraph (A)(1) of this Section&nbsp;7, such other
business must be a proper subject for shareholder action under Michigan corporation law, and
the shareholder must have given timely notice of such nomination or other business in
writing to the Secretary of the Company. To be timely, a shareholder&#146;s notice shall be
delivered to the Secretary at the principal executive offices of the Company not earlier
than the ninetieth (90th) day and not later than the sixtieth (60th) day prior to the first
anniversary of the preceding year&#146;s annual meeting date; provided, however, that in the
event that the date of the annual meeting is more than thirty (30)&nbsp;days before or after such
anniversary date, notice by the shareholder to be timely must be so delivered no later than
the tenth (10th) day following the date on which public announcement of the date of such
meeting is first made by the Company. In no event shall the public announcement of an
adjournment of an annual meeting commence a new time period for the giving of a
shareholder&#146;s notice as described above.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">To be in proper form, a shareholder&#146;s notice to the Secretary must set forth:



<P align="left" style="margin-left:8%; font-size: 12pt">(i)&nbsp;the following as to the shareholder giving the notice and the beneficial owner,
if any, on whose behalf the nomination or business proposal is made:



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(a)&nbsp;the name and address of such shareholder, as it appears on the Company&#146;s
books, and of the beneficial owner, if any;



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(b)&nbsp;the class or series and number of shares of capital stock of the Company
that are owned beneficially and of record by such shareholder and beneficial owner,
if any, as of the date of such notice (which information shall be supplemented by
such shareholder and beneficial owner, if any, not later than ten (10)&nbsp;days after
the record date for the meeting to disclose such ownership as of the record date);



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(c)&nbsp;a description of any agreement, arrangement or understanding (including any
derivative or short positions, profit interests, options, hedging transactions, and
borrowed or loaned shares) that has been entered into as of the date of such notice
by, or on behalf of, the shareholder or beneficial owner, if any, or any of their
affiliates or associates, the effect or intent of which is to mitigate loss to,
manage risk or benefit of share price changes for, or increase or decrease the
voting power of the shareholder or beneficial owner, if any, or any of their
affiliates or associates with respect to shares of stock of the Company, and a
representation that the shareholder or beneficial owner, if any, will notify the
Company in writing of any such agreement, arrangement or understanding in effect as
of the record date for the meeting promptly following the later of the record date
or the date notice of the record date is first publicly disclosed;



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(d)&nbsp;any proxy, contract, arrangement, understanding or relationship pursuant to
which shareholder or beneficial owner, if any, has a right to vote any shares of any
security of the Company; and



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(e)&nbsp;any other information relating to such shareholder and beneficial owner, if
any, that would be required to be disclosed in a proxy statement or other filings
required to be made in connection with solicitations of proxies for, as applicable,
the proposal and/or for the election of directors in a contested election pursuant
to Section&nbsp;14 of the Exchange Act and the rules and regulations promulgated
thereunder;



<P align="left" style="margin-left:8%; font-size: 12pt">(ii)&nbsp;the following additional information if the notice relates to any business
other than the nomination of a director that the shareholder proposes to bring
before the meeting:



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(a)&nbsp;a brief description of the business desired to be brought before the
meeting, the reasons for conducting such business at the meeting, the text of the
proposal, and any material interest of such shareholder or beneficial owner, if any,
in such business; and



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(b)&nbsp;a description of all agreements, arrangements and understandings between
such shareholder and beneficial owner, if any, and any other person or persons
(including their names) in connection with the proposal of such business by such
shareholder;



<P align="left" style="margin-left:8%; font-size: 12pt">(iii)&nbsp;the following additional information as to each person whom the shareholder
proposes to nominate for election as a director:



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(a)&nbsp;the name, age, and business and residential addresses of such person;



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(b)&nbsp;the principal occupation or employment of such person;



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(c)&nbsp;the number of shares of capital stock of the Company beneficially owned by
such person;



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(d)&nbsp;such person&#146;s written consent to being named in the proxy statement as a
nominee and serving as a director if elected;



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(e)&nbsp;such other information relating to such person that would be required to be
disclosed in a proxy statement or other filings required to be made in connection
with proxy solicitations of proxies for election of directors in a contested
election pursuant to Section&nbsp;14 of the Exchange Act and the rules and regulations
promulgated thereunder; and



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(f)&nbsp;an undertaking to provide such other information as the Company may
reasonably require to determine the eligibility of such person to serve as an
independent director of the Company or that could be material to a reasonable
shareholder&#146;s understanding of the independence, or lack thereof, of such person;



<P align="left" style="margin-left:8%; font-size: 12pt">(iv)&nbsp;a representation that the shareholder or beneficial owner, if any, intends to
appear in person or by proxy at the meeting to propose such business or make such
nomination; and



<P align="left" style="margin-left:8%; font-size: 12pt">(v)&nbsp;a representation whether the shareholder or beneficial owner, if any, intends or
is part of a group which intends (a)&nbsp;to deliver a proxy statement and/or form of
proxy to holders of at least the percentage of the Company&#146;s outstanding capital
stock required to approve the proposal or elect the nominee and/or (b)&nbsp;otherwise to
solicit proxies from shareholders in support of such proposal or nomination.



<P align="left" style="margin-left:4%; font-size: 12pt">(B)&nbsp;Special Meetings of Shareholders.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">Only such business shall be conducted at a special meeting of shareholders as shall
have been brought before the meeting of shareholders pursuant to the Company&#146;s notice of
meeting. Nominations of persons for election to the Board of Directors may be made at a
special meeting of shareholders only if directors are to be elected at such meeting pursuant
to the Company&#146;s notice of meeting. To be properly brought before a special meeting,
nominations of persons for election to the Board of Directors must be (i)&nbsp;made by or at the
direction of the Board of Directors or (ii)&nbsp;provided that the Board of Directors has
determined that directors shall be elected at such meeting, made by any shareholder of the
Company, who (x)&nbsp;is a shareholder of record at the time of giving of notice provided for in
this Bylaw and at the time of the special meeting, (y)&nbsp;is entitled to vote at the meeting,
and (z)&nbsp;complies with the notice procedures set forth in this Bylaw. Clause (ii)&nbsp;of this
paragraph shall be the exclusive means for a shareholder to make nominations for director
before a special meeting of shareholders.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">For nominations to be properly brought before a special meeting by a shareholder
pursuant to clause (ii)&nbsp;of the preceding paragraph, the shareholder must have given timely
notice of the nomination to the Secretary of the Company in the form required by paragraph
(A)(2) of this section 7. To be timely, a shareholder&#146;s notice shall be delivered to the
Secretary at the principal executive offices of the Company not earlier than the ninetieth
(90th) day prior to such special meeting date and not later than the later of the sixtieth
(60th) day prior to such special meeting date and the tenth (10th) day following the day on
which public announcement is first made of the date of the special meeting and of the
nominees proposed by the Board of Directors to be elected at such meeting. In no event
shall the public announcement of an adjournment of a special meeting commence a new time
period for the giving of a shareholder&#146;s notice as described above.


<P align="left" style="font-size: 12pt; text-indent: 4%">(C)&nbsp;General.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(1)&nbsp;Only such persons who are nominated in accordance with the procedures set forth in
this Bylaw shall be eligible to be elected as directors at a meeting of shareholders, and
only such business shall be conducted at a meeting of shareholders as shall have been
brought before the meeting in accordance with the procedures set forth in this Bylaw.
Except as otherwise provided by law, the Articles of Incorporation or these Bylaws, the
Chairman of the meeting shall have the power and duty to determine whether a nomination or
any business proposed to be brought before the meeting was made or proposed, as the case may
be, in accordance with the procedures set forth in this Bylaw and, if any proposed
nomination or business is not in compliance with this Bylaw, to declare that such proposal
shall be disregarded.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(2)&nbsp;For purposes of this Bylaw, &#147;public announcement&#148; shall mean disclosure in a press
release reported by the PR Newswire or comparable national news service or in a document
publicly filed by the Company with the Securities and Exchange Commission pursuant to
Section&nbsp;13, 14 or 15(d) of the Exchange Act and the rules and regulations promulgated
thereunder.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(3)&nbsp;Nothing in this Bylaw shall be deemed to affect any rights of (i)&nbsp;shareholders to
request inclusion of proposals in the Company&#146;s proxy statement pursuant to Rule&nbsp;14a-8 under
the Exchange Act or (ii)&nbsp;the holders of any series of preferred stock if and to the extent
provided for under law, the Articles of Incorporation or these Bylaws.


<P align="left" style="font-size: 12pt"><U>ARTICLE V: DIRECTORS</U>



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;1 &#151; <U>Number</U>: The Board of Directors of the Company shall consist of not less
than seven (7)&nbsp;nor more than seventeen (17)&nbsp;members, as fixed from time to time by
resolution of the Board of Directors.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;2 &#151; <U>Election</U>: The Directors shall be elected annually at the annual meeting
of the shareholders or at any adjournment thereof.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;3 &#151; <U>Term of Office</U>: Subject to the provisions of the Articles of
Incorporation of the Company and unless otherwise provided by law, the Directors shall hold
office from the date of their election until the next succeeding annual meeting and until
their successors are elected and shall qualify.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;4 &#151; <U>Vacancies</U>: Any vacancy or vacancies in the Board of Directors arising
from any cause may be filled by the affirmative vote of a majority of the Directors then in
office although less than a quorum. An increase in the number of members shall be construed
as creating a vacancy.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;5 &#150; Chairman of the Board/Presiding Director: The Board of Directors shall have a
Chairman who shall be chosen from among the Board of Directors. If the Board elects a
Presiding Director, the Presiding Director shall be elected from among the independent
Directors.


<P align="left" style="font-size: 12pt"><U>ARTICLE VI: DIRECTORS&#146; MEETINGS</U>



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;1 &#151; <U>Organization Meeting</U>: As soon as possible after their election, the
Board of Directors shall meet and organize and may also transact other business.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;2 &#151; <U>Other Meetings</U>: Meetings of the Board of Directors may be held at any
time upon call of the Secretary or an Assistant Secretary made at the direction of the
Chairman of the Board, the Presiding Director, a majority of the Board of Directors or the
President.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;3 &#151; <U>Place of Meeting</U>: All meetings of Directors shall be held at such place
within or outside the State of Michigan as may be designated in the call therefor.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;4 &#151; <U>Notice</U>: A reasonable notice of all meetings, in writing or otherwise,
shall be given to each Director or sent to the Director&#146;s residence or place of business;
provided, however, that no notice shall be required for an organization meeting if held on
the same day as the shareholders&#146; meeting at which the Directors were elected.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">No notice of the holding of an adjourned meeting shall be necessary.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">Notice of all meetings shall specify the time and place of holding the meeting and
unless otherwise stated any and all business may be transacted at any such meeting.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">Notice of the time, place and purpose of any meeting may be waived in writing either
before or after the holding thereof.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;5 &#151; <U>Quorum</U>: At all meetings of the Board of Directors a majority of the
Board then in office shall constitute a quorum but a majority of the Directors present may
convene and adjourn any such meeting from time to time until a quorum shall be present;
provided, that if the Board shall consist of ten (10)&nbsp;and not more than fifteen (15), then
five (5)&nbsp;members shall constitute a quorum; and if the Board shall consist of more than
fifteen (15), then seven (7)&nbsp;members shall constitute a quorum.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;6 &#151; <U>Voting</U>: All questions coming before any meeting of the Board of
Directors for action shall be decided by a majority vote of the Directors present at such
meeting, unless otherwise provided by law, the Articles of Incorporation of the Company or
by these Bylaws.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;7 &#151; <U>Participation by Communications Equipment</U>: A Director or a member of a
Committee designated by the Board of Directors may participate in a meeting by means of
conference telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other. Participation in a meeting by such means
shall constitute presence in person at the meeting.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;8 &#151; <U>Action Without Meeting</U>: Any action required or permitted to be taken
pursuant to authorization voted at a meeting of the Board of Directors or a Committee
thereof, may be taken without a meeting if, before or after the action, all members of the
Board or of the Committee consent thereto in writing or by electronic transmission. The
written and/or electronic consents shall be filed with the minutes of the proceedings of the
Board or Committee, and the consents shall have the same effect as a vote of the Board or
Committee for all purposes.


<P align="left" style="font-size: 12pt"><U>ARTICLE VII: EXECUTIVE AND OTHER COMMITTEES</U>



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;1 &#151; <U>Number and Qualifications</U>: By resolution passed by a majority of the
whole Board, the Board of Directors may from time to time designate one or more of their
number to constitute an Executive or any other Committee of the Board, as the Board of
Directors may from time to time determine to be desirable, and may fix the number of members
and designate the Chairperson of each such Committee, except that the Audit Committee shall
consist of not less than three and the Compensation and Human Resources Committee shall
consist of not less than two independent members of the Board of Directors. Except as
provided by law, the powers of each such Committee shall be as defined in the resolution or
resolutions of the Board of Directors relating to the authorizations of such Committee, and
may include, if such resolution or resolutions so provide, the power and authority to
declare a dividend or to authorize the issuance of shares of stock of the Company.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;2 &#151; <U>Appointment</U>: The appointment of members of each such Committee, or
other action respecting any Committee, may take place at any meeting of the Directors.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;3 &#151; <U>Term of Office</U>: The members of each Committee shall hold office at the
pleasure of the Board of Directors.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;4 &#151; <U>Vacancies</U>: Any vacancy or vacancies in any such Committee arising from
any cause shall be filled by resolution passed by a majority of the whole Board of
Directors. By like vote the Board may designate one or more Directors to serve as alternate
members of a Committee, who may replace an absent or disqualified member at a meeting of a
Committee; provided, however, in the absence or disqualification of a member of a Committee,
the members of the Committee present at a meeting and not disqualified from voting, whether
or not constituting a quorum, may unanimously appoint another member of the Board of
Directors to act in the place of the absent or disqualified member.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;5 &#151; <U>Minutes</U>: Except as provided in Section&nbsp;2 of Article&nbsp;X hereof or as
otherwise determined by the Board of Directors, each such Committee shall make a written
report or recommendation following its meetings or keep minutes of all its meetings.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;6 &#151; <U>Quorum</U>: At all meetings of any duly authorized Committee of the Board
of Directors, a majority of the members of such Committee shall constitute a quorum but a
majority of the members present may convene and adjourn any such meeting from time to time
until a quorum shall be present; provided, that with respect to any Committee of the Board
other than the Executive Committee, if the membership of such Committee is four (4)&nbsp;or less,
then two (2)&nbsp;members of such Committee shall constitute a quorum and one member may convene
and adjourn any such meeting from time to time until a quorum shall be present.


<P align="left" style="font-size: 12pt"><U>ARTICLE VIII: OFFICERS</U>



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;1 &#151; <U>Election</U>: The officers shall be chosen by the Board of Directors. The
Company shall have a President, a Secretary and a Treasurer, and such other officers as the
Board of Directors may from time to time determine, who shall have respectively such duties
and authority as may be provided by these Bylaws or as may be provided by resolution of the
Board of Directors not inconsistent herewith. Any two (2)&nbsp;or more of such offices may be
held by the same person but no officer shall execute, acknowledge or verify any instrument
in more than one capacity if such instrument is required by law, by the Articles of
Incorporation of the Company or by these Bylaws to be executed, acknowledged or verified by
two (2)&nbsp;or more officers.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;2 &#151; <U>Vacancies</U>: Any vacancy or vacancies among the officers arising from any
cause shall be filled by the Board of Directors. In case of the absence of any officer of
the Company or for any other reason that the Board of Directors may deem sufficient, the
Board of Directors may delegate, for the time being, the powers or duties, or any of them,
of any officer to any other officer or to any Director.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;3 &#151; <U>Term of Office</U>: Each officer of the Company shall hold office until the
officer&#146;s successor is chosen and qualified, or until the officer&#146;s resignation or removal.
Any officer appointed by the Board of Directors may be removed at any time by the Board of
Directors with or without cause.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;4 &#151; <U>Compensation</U>: The compensation of the officers shall be fixed by a
committee of the Board of Directors composed of independent directors as defined by
applicable law and regulation.


<P align="left" style="font-size: 12pt"><U>ARTICLE IX: AGENTS</U>



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;1 &#151; <U>Resident Agent</U>: The Company shall have and continuously maintain a
resident agent, which may be either an individual resident in the State of Michigan whose
business office is identical with the Company&#146;s registered office or a Michigan corporation
or a foreign corporation authorized to transact business in Michigan and having a business
office identical with the Company&#146;s registered office. The Board of Directors shall appoint
the resident agent.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;2 &#151; <U>Other Agents</U>: The Board of Directors may appoint such other agents as
may in their judgment be necessary for the proper conduct of the business of the Company.


<P align="left" style="font-size: 12pt"><U>ARTICLE X: POWERS AND DUTIES</U>



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;1 &#151; <U>Directors</U>: The business and affairs of the Company shall be managed by
the Board of Directors which shall have and exercise all of the powers and authority of the
Company except as otherwise provided by law, by the Articles of Incorporation of the Company
or by these Bylaws.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;2 &#151; <U>Executive Committee</U>: In the interim between meetings of the Board of
Directors, the Executive Committee shall have and exercise all the powers and authority of
the Board of Directors except as otherwise provided by law. The Executive Committee shall
meet from time to time on the call of the Chairman of the Board, the Chairman of the
Committee or a majority of the Committee members. The Secretary shall keep minutes in
sufficient detail to advise fully the Board of Directors of the actions taken by the
Committee and shall submit copies of such minutes to the Board of Directors for its approval
or other action at its next meeting.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;3 &#151; <U>Chairman of the&nbsp;Board</U>: The Chairman of the Board shall preside at all
meetings of Directors and shareholders; shall perform and do all acts and things incident to
the position of Chairman of the Board; and shall perform such other duties as may be
assigned from time to time by the Board of Directors or the Executive Committee of the Board
of Directors.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;4 &#150; <U>Presiding Director</U>: The authority, duties and responsibilities of the
Presiding Director are as follows: (1)&nbsp;convene and chair meetings of the independent
directors in executive session no less than once each year; (2)&nbsp;preside at meetings of the
Board at which the Chairman of the Board is not present, including executive sessions of the
independent directors; (3)&nbsp;solicit independent directors for advice on agenda items for
meetings of the Board; (4)&nbsp;serve as a liaison between the Chairman of the Board, the
President and the independent directors; and (5)&nbsp;perform such other duties as may be
assigned by the Board from time to time.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;5 &#151; <U>President</U>: The President shall be the chief executive officer of the
Company as determined by the Board of Directors and subject to the supervision of the Board
of Directors and of the Executive Committee, and shall have general charge of the business
and affairs of the Company; shall perform and do all acts and things incident to such
position and such other duties as may be assigned from time to time by the Board of
Directors or the Executive Committee. Unless otherwise provided by the Board or the
Executive Committee, the President shall have full power and authority on behalf of the
Company to execute any shareholder, member or partnership consents and to attend and act and
to vote in person or by proxy at any meetings of shareholders, members or partners of any
entity in which the Company may own stock or an interest and at any such meeting shall
possess and may exercise any and all the rights and powers incident to the ownership of such
stock or interest and which, as the owner thereof, the Company might have possessed and
exercised if present. If the President shall not exercise such powers, or in the absence or
inability to act of the President, any Vice President may exercise such powers. The Board
of Directors or Executive Committee by resolution from time to time may confer like powers
upon any other person or persons. In the absence of the Chairman of the Board and the
Presiding Director, the President shall preside at meetings of Directors. In the absence of
the Chairman of the Board and the Presiding Director, the President shall preside at
meetings of shareholders.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;6 &#151; <U>Vice Presidents</U>: Vice Presidents, if any, shall perform such of the
duties of the Chairman of the Board or the President, on behalf of the Company as may be
respectively assigned from time to time by the Board of Directors, the Executive Committee,
the Chairman of the Board or the President. The Board of Directors or Executive Committee
may designate one or more of the Vice Presidents as Executive Vice President or Senior Vice
President.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;7 &#151; <U>Controller</U>: Subject to the Board of Directors, the Executive Committee,
the Chairman of the Board, the President and the Vice President having general charge of
accounting, the Controller, if any, shall have charge of the supervision of the accounting
system of the Company, including the preparation and filing of all tax returns and financial
reports required by law to be made to any and all public authorities and officials; and
shall perform such other duties as may be assigned, from time to time, by the Board of
Directors, the Executive Committee, the Chairman of the Board, the President, or Vice
President having general charge of accounting.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;8 &#151; <U>Treasurer</U>: It shall be the duty of the Treasurer to have the care and
custody of all the funds and securities, including the investment thereof, of the Company
which may come into the Treasurer&#146;s hands, and to endorse checks, drafts and other
instruments for the payment of money for deposit or collection when necessary or proper and
to deposit the same to the credit of the Company in such bank or banks or depository as the
Treasurer may designate, and the Treasurer may endorse all commercial documents requiring
endorsements for or on behalf of the Company. The Treasurer may sign all receipts and
vouchers for the payments made to the Company; shall render an account of transactions to
the Board of Directors or the Executive Committee as often as the Board or the Committee
shall require; and shall perform all acts incident to the position of Treasurer, subject to
the control of the Board of Directors, the Executive Committee, the Chairman of the Board,
or the President.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;9 &#151; <U>Secretary</U>: The Secretary shall act as custodian of and record the
minutes of all meetings of the Board of Directors, of the Executive Committee, of the
shareholders and of any Committees of the Board of Directors which keep formal minutes;
shall attend to the giving and serving of all notices of the Company; shall prepare or cause
to be prepared the list of shareholders required to be produced at any meeting; shall attest
the seal of the Company upon all contracts and instruments executed under such seal and
shall affix or cause to be affixed the seal of the Company thereto and to all certificates
of shares of the capital stock; shall have charge of the stock records of the Company and
such other books and papers as the Board of Directors, the Executive Committee, the Chairman
of the Board, the President or a Vice Chairman, if any, may direct; and shall, in general,
perform all the duties of Secretary, subject to the control of the Board of Directors, the
Executive Committee, the Chairman of the Board, or the President.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;10 &#151; <U>General&nbsp;Counsel</U>: The General Counsel, if any, shall have charge of all
matters of a legal nature involving the Company.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;11 &#151; <U>Assistant Controllers, Assistant Secretaries and Assistant Treasurers</U>:
An Assistant Controller, an Assistant Secretary or an Assistant Treasurer, if any, shall, in
the absence or inability to act or at the request of the Controller, Secretary or Treasurer,
respectively, perform the duties of the Controller or Secretary or Treasurer, respectively,
and shall perform such other duties as may from time to time be assigned by the Board of
Directors, the Executive Committee, the Chairman of the Board, or the President. The
performance of any such duty shall be conclusive evidence of their right to act.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;12 &#151; <U>Chief Financial Officer and Chief Accounting Officer</U>: The Board of
Directors or the Executive Committee may from time to time designate officers of the Company
to be the Chief Financial Officer and the Chief Accounting Officer of the Company.


<P align="left" style="font-size: 12pt"><U>ARTICLE XI: STOCK</U>



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;1 &#150; <U>Certificated and Uncertificated Shares</U>: The shares of stock of the
Company may be either certificated shares or uncertificated shares or a combination thereof.
A resolution approved by a majority of the directors may provide that some or all of any or
all classes and series of the shares of the Company will be uncertificated shares. Every
owner of certificated shares of the Company shall be entitled to a certificate, to be in
such form as shall be prescribed by law, the Articles of Incorporation of the Company or by
these Bylaws. Each certificate shall be numbered and shall be entered on the stock records
of the Company and registered as they are issued, and shall be signed, in the name of the
Company, by the President or one of the Vice Presidents and by the Treasurer or an Assistant
Treasurer or the Secretary or an Assistant Secretary; and shall be sealed with the seal of
the Company or a facsimile thereof, or by such officers as the Board of Directors may
designate.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;2 &#150; <U>Facsimile Signatures</U>: When a certificate is countersigned (1)&nbsp;by a
transfer agent, or (2)&nbsp;by a transfer clerk acting on behalf of the Company and a registrar,
the signatures of any such President, Vice President, Treasurer, Assistant Treasurer,
Secretary or Assistant Secretary may be facsimile. In case any officer or officers who have
signed, or whose facsimile signature or signatures have been used on any such certificate or
certificates shall cease to be such officer or officers of the Company before such
certificate or certificates have been delivered by the Company, such certificate or
certificates may nevertheless be adopted by the Company and be issued and delivered as
though the person or persons who signed such certificate or certificates or whose facsimile
signature or signatures have been used thereon had not ceased to be such officer or officers
of the Company.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;3 &#151; <U>Stock &#150; Preferred, Class&nbsp;A Preferred, Preference and Common</U>: The
designations, relative rights, preferences, limitations and voting powers, or restrictions,
or qualifications of the shares of Preferred Stock, Class&nbsp;A Preferred Stock, Preference
Stock and Common Stock shall be as set forth in the Articles of Incorporation of the
Company.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;4 &#151; <U>Replacing Certificates</U>: In case of the alleged loss, theft or
destruction of any certificate of shares of stock and the submission of proper proof
thereof, a new certificate may be issued in lieu thereof upon delivery to the Company by the
owner or legal representative of a bond of indemnity against any claim that may be made
against the Company on account of such alleged lost, stolen or destroyed certificate or such
issuance of a new certificate.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;5 &#150; <U>Stock Records and Transfers of Stock</U>: Transfers of shares of stock of
the Company shall be made by the transfer agent and registrar on the books of the Company
after receipt of a request with proper evidence of succession, assignment, or authority to
transfer by the record holder of such stock, or by an attorney lawfully constituted in
writing, and, in the case of stock represented by a certificate, upon surrender of the
certificate duly endorsed or accompanied by proper evidence of succession, assignment or
authority to transfer. Subject to the foregoing, the Board of Directors shall have power
and authority to adopt resolutions as it shall deem necessary or appropriate concerning the
issue, transfer, and registration of shares of stock of the Company, and to appoint and
remove transfer agents and registrars of transfers.



<P align="left" style="margin-left:4%; font-size: 12pt">The Board of Directors may fix a date preceding the date fixed for any meeting of the
shareholders or any dividend payment date or the date for the allotment of rights or the
date when any change, conversion or exchange of stock shall go into effect or the date for
any other action, as the record date for the determination of the shareholders entitled to
notice of and to vote at such meeting or to receive payment of such dividend or to receive
such allotment of rights or to exercise such rights in respect of any such change,
conversion or exchange of stock or to take such other action, as the case may be,
notwithstanding any transfer of shares on the records of the Company or otherwise after any
such record date fixed as aforesaid. The record date so fixed by the Board shall not be
more than sixty (60)&nbsp;nor less than ten (10)&nbsp;days before the date of the meeting of the
shareholders, nor more than sixty (60)&nbsp;days before any other action. If the Board of
Directors does not fix a date of record, as aforesaid, the record date shall be as provided
by law.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;6 &#150; <U>Registered Shareholders</U>: The Company shall be entitled to recognize the
exclusive right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and shall be entitled to hold liable for calls and
assessments a person so registered on its books as the owner of shares, and shall not be
bound to recognize any equitable or other claim to or interest in such share or shares on
the part of any other person, whether or not it shall have express or other notice thereof,
except as otherwise provided by applicable statute.


<P align="left" style="font-size: 12pt"><U>ARTICLE XII: AUTHORIZED&nbsp;SIGNATURES</U>



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;1 &#151; <U>Authorized Signatures</U>: All checks, drafts and other negotiable
instruments issued by the Company shall be made in the name of the Company and shall be
signed manually or signed by facsimile signature by such one of the officers of the Company
or such other person as the President, any Executive or Senior Vice President, the
Controller, the Secretary or the Treasurer may from time to time designate.


<P align="left" style="font-size: 12pt"><U>ARTICLE XIII: INSURANCE</U>



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;1 &#151; <U>Insurance</U>: The Company may purchase and maintain liability insurance,
to the full extent permitted by law, on behalf of any person who is or was a director,
officer, employee or agent of the Company, or is or was serving at the request of the
Company as a director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against such person and
incurred by such person in any such capacity.


<P align="left" style="font-size: 12pt"><U>ARTICLE XIV: AMENDMENTS OF BYLAWS</U>



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;1 &#151; <U>Amendments, How Effected</U>: These Bylaws may be amended or repealed, or
new Bylaws may be adopted, either by the majority vote of the votes cast by the shareholders
entitled to vote thereon or by the majority vote of the Directors then in office at any
meeting of the Directors.


<P align="left" style="font-size: 12pt">Amended and Restated
<BR>
January&nbsp;27, 2011



<P align="center" style="font-size: 10pt; display: none">




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