DT Midstream, Inc.

APPENDIX B

Proposed Amendment to Amended and Restated Bylaws: Proposal 4

SECOND AMENDED AND RESTATED BYLAWS

OF DT MIDSTREAM, INC.

(hereinafter called the “Corporation”)

ARTICLE I

MEETINGS OF STOCKHOLDERS

SECTION 1.03. Special Meetings. Unless otherwise required by law or by the Certificate of Incorporation of the Corporation (as amended from time to time and including, without limitation, the terms of any certificate of designation with respect to any series of preferred stock, the “Certificate of Incorporation”), special Special meetings of the stockholders of the Corporation, for any purpose or purposes, may be called only by (i) by the Chief Executive Officer, (ii) by the Board, or (iii) by the Chairperson of the Board at the request in writing of stockholders owning at least 25% (the “Requisite Percentage”) of the outstanding shares of the Corporation’s Voting Stock (as defined in the Corporation’s Second Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”)) for a minimum of one full year prior to the date such request is delivered to the Secretary (as defined below). A special meeting requested by stockholders in accordance with this Section 1.03 shall be held at such date, time and place, including by means of Internet or other electronic communications technology, as may be designated by the Board; provided, however, that the date of any such special meeting shall be not more than 90 days after the request to call the special meeting is received by the Secretary. Notwithstanding the foregoing, a special meeting requested by stockholders shall not be held if (i) the stated business to be brought before the special meeting is not a proper subject for stockholder action under applicable law, or (ii) the Board has called or calls for an annual meeting of stockholders to be held within 90 days after the Secretary receives the request for the special meeting and the Board determines in good faith that the business of such annual meeting includes (among any other matters properly brought before the annual meeting) the business specified in the special meeting request. To be in proper form and valid, a request for a stockholder requested special meeting shall (i) set forth a statement of the specific purpose or purposes of the meeting and the matters proposed to be acted on at such special meeting (including the text of any resolutions proposed for consideration and, if such business includes a proposal to amend the Bylaws, the language of the proposed amendment), (ii) bear the date of signature of each stockholder (or authorized agent) signing the request, (iii) set forth (A) the name and address, as they appear in the Company’s books, of each stockholder signing such request (or on whose behalf the request is signed), (B) the number of shares that are held of record or are beneficially owned, directly or indirectly, by such stockholder, (C) include documentary evidence that the stockholder held the Requisite Percentage as of the request date and for a minimum of one full year prior to the request date, provided that if any of the stockholders are not the beneficial owners of the shares representing the Requisite Percentage, then to be valid, the request must also include documentary evidence (or, if not simultaneously provided with the request, such documentary evidence must be delivered to the Secretary within ten (10) days after the request date) that the beneficial owners on whose behalf the request is made held, together with any requesting stockholders who are beneficial owners, the Requisite Percentage as of the request date and for a minimum of one full year prior to the request date and (D) a certification from the stockholder submitting the request that the stockholders signing the request in the aggregate satisfy the Requisite Percentage, (iv) describe any material interest of each such stockholder in the specific purpose or purposes of the meeting, (v) contain any other information that would be required to be provided by a stockholder seeking to nominate directors or bring an item of business before an annual meeting of stockholders pursuant to SECTION 1.17, (vi) include an acknowledgment by each stockholder and any authorized agent that any reduction in shares owned by such stockholder as of the date of delivery of the special meeting request and prior to the record date for the proposed meeting requested by such stockholder shall constitute a revocation of such request to the extent of such reduction, and (vii) include an agreement by each stockholder and any authorized agent to update and supplement the information previously provided to the Company in connection with such request, not later than ten (10) business days after the record date for notice of the stockholder requested special meeting. In addition, the stockholders and any of their authorized agents shall promptly provide any other information reasonably requested by the Company. A stockholder may revoke a request for a special meeting at any time by written revocation delivered to the Secretary; provided, however, that if, following such revocation, there are unrevoked requests from stockholders holding in the aggregate

less than the requisite number of shares entitling the stockholders to request the calling of a special meeting, the Board, in its discretion, may cancel the special meeting. Business transacted at a special meeting requested by stockholders shall be limited to the matters described in the special meeting request; provided, however, that nothing herein shall prohibit the Board from submitting additional matters to the stockholders at any special meeting requested by stockholders. In accordance with Section 1.03, the Chairperson of the Board, the Chief Executive Officer or the Board. The ability of the stockholders of the Corporation to call a special meeting of stockholders is hereby specifically denied. At a special meeting of stockholders, only such business shall be conducted as shall be specified in the notice of meeting. The Chairperson of the Board, the Chief Executive Officer or the Board may postpone, reschedule or cancel any special meeting of stockholders previously scheduled by the Board.

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