0001299933-05-001563 Sample Contracts

Underwriting Agreement
CMS Energy Corp • April 5th, 2005 • Electric & other services combined • New York

CMS Energy Corporation, a Michigan corporation (the “Company”), proposes to issue and sell to the several Underwriters (as defined in Section 12 hereof) the respective number of shares of Common Stock ($0.01 par value per share) (“Common Stock”) of the Company (the “Initial Securities”) set forth in Schedule II hereto, subject to the terms and conditions set forth herein. The Underwriters have designated the Representatives (as defined in Section 12 hereof) to execute this Agreement on their behalf and to act for them in the manner provided in this Agreement.

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