EXHIBIT 10(i)

ANNUAL OFFICER INCENTIVE
COMPENSATION PLAN FOR CMS ENERGY CORPORATION
AND ITS SUBSIDIARIES

Effective January 1, 2003
Approved by Committee on May 23, 2003

ANNUAL OFFICER INCENTIVE
COMPENSATION PLAN FOR OFFICERS OF CMS ENERGY CORPORATION AND ITS
SUBSIDIARIES

I. GENERAL PROVISIONS

1.1 PURPOSE. The purpose of the Annual Officer Incentive Compensation
Plan ("Plan") is to:

(a) Provide an equitable and competitive level of compensation
that will permit CMS Energy Corporation ("Company") and its
subsidiaries to attract, retain and motivate highly
competent Officers.

(b) No payments to Officers in the form of incentive
compensation shall be made unless pursuant to a plan
approved by the Committee and after express approval of the
Committee.

1.2 EFFECTIVE DATE. The predecessor to the Plan was initially
effective as of January 1, 1986 and that predecessor, as amended,
is hereby terminated. The Plan as described herein, is effective
as of January 1, 2003.

1.3 DEFINITIONS. As used in this Plan, the following terms have the
meaning described below:

(a) "Annual Award" means an annual incentive award granted under
the Plan.

(b) "Base Salary" means the base salary on January 1 of a
Performance Year, except as impacted by a Change in Status
as defined in Article V. Deferred merit increases from the
Salaried Employees Merit Program for the year 2003 shall be
added to Base Salary being paid in cash for the 2003 and
2004 Performance Years. Deferred merit increases from the
Salaried Employees Merit Program for the year 2004 shall be
added to Base Salary being paid in cash for the 2004
Performance Year. For purposes of the Plan, an Officer's
Base Salary must be subject to annual review and annual
approval by the Committee. For any Code Section 162(m)
Employee, the Base Salary upon which the Annual Award is
based will be the amount in effect on January 1 of the
Performance Year.

(d) "Code" means the Internal Revenue Code of 1986, as amended.

(e) "Code Section 162(m)" means the "Million Dollar Cap" that
may limit an employer's annual tax compensation deduction
for certain compensation of covered employees, unless the
compensation is based on specific performance goals that are
adopted and administered in accordance with requirements set
forth in Code Section 162(m) and regulations thereunder.

(f) "Code Section 162(m) Employee" means an employee whose
compensation is subject to the "Million Dollar Cap" under
Code Section 162(m). Generally, this is the CEO and the four
highest paid executive officers of the Company.

(g) "Committee" means the Committee on Organization and
Compensation of the Board of Directors of CMS Energy.

(h) "Common Stock" means the common stock of CMS Energy.

(i) "Company" means CMS Energy Corporation.

(j) "Corporate Free Cash Flow" (CFCF) means CMS Consolidated
Cash Flow from operating activities, excluding pension
contributions and adjusted for GCR Recovery, plus Cash Flow
from Investing Activities.

(k) "Earnings Per Share" (EPS) means the amount of ongoing net
income per outstanding CMS Energy Share.

(l) "Disability" means that a participant has terminated
employment with the Company or a Subsidiary and is entitled
to disability payments under the Pension Plan.

(m) "GCR Recovery" means actual/forecast incremental GCR
recovery during January and February of 2004 calculated as
actual/forecast GCR cycle billed sales times above budget
GCR factor.

(n) "Leave of Absence" for purposes of this Plan means a leave
of absence that has been approved by the Plan Administrator.

(o) "Officer" means an employee of the Company or a Subsidiary
in Salary Grade "E-3" or higher.

(p) "Outside Directors" means directors of CMS Energy who are
not employed by CMS Energy or a Subsidiary and satisfy the
requirements of an "Outside Director" under Code Section
162(m).

(q) "Pension Plan" means the Pension Plan for Employees of
Consumers Energy and Other CMS Energy Companies.

(r) "Performance Year" means the calendar year prior to the year
in which an Annual Award is made by the Committee.

(s) "Plan" means the Annual Officer Incentive Compensation Plan
for Officers of CMS Energy Corporation and Its Subsidiaries,
as effective January 1, 2003 and any amendments thereto.

(t) "Plan Administrator" means the Chairman and Chief Executive
Officer of CMS Energy, under the general direction of the
Outside Directors on the Committee.

(u) "Retirement" means that a Plan participant is no longer an
active employee and qualifies for a retirement benefit other
than a deferred vested retirement benefit under the Pension
Plan.

(v) "Subsidiary" means any direct or indirect subsidiary of the
Company.

1.4 ELIGIBILITY. Officers are eligible for participation in the Plan.

1.5 ADMINISTRATION OF THE PLAN.

(a) The Plan is administered by the Chairman and Chief Executive
Officer of CMS Energy under the general direction of the
Outside Directors who are members of the Committee.

(b) The Committee, no later than March 30th of the Performance
Year, will approve performance goals for the Performance
Year.

(c) The Committee, no later than March 30th of the calendar year
following the Performance Year, will review for approval
proposed Annual Awards for all Officer participants, as
recommended by the Chairman and CEO of the Company. All
proposed Annual Awards are subject to approval of the
Committee. Before the payment of any Annual Awards, the
Committee will certify in writing that the performance goals
were in fact satisfied in accordance with Code Section
162(m).

(d) The Committee reserves the right to modify the performance
goals with respect to unforeseeable circumstances or
otherwise exercise discretion with respect to proposed
Annual Awards as it deems necessary to maintain the spirit
and intent of the Plan, provided that such discretion will
be to decrease or eliminate, not increase, Annual Awards in
the case of any Code Section 162(m) Employees. The Committee
also reserves the right in its discretion to not pay Annual
Awards for a Performance Year. All discretionary decisions
of the Committee are final.

II. CORPORATE PERFORMANCE GOALS

2.1 IN GENERAL. The composite Plan Performance Factor will depend on
corporate performance in two areas: (1) the ongoing net income
per outstanding CMS Energy share (EPS); and (2) the Corporate
Free Cash Flow of CMS Energy (CFCF). There will be no payout
under the Plan unless a composite Plan Performance Factor of at
least 60% is achieved. The composite Plan Performance Factor to
be used for payouts will be capped at a maximum of 200%. A table
containing the composite Plan Performance Factors shall be
created by the Committee for each Performance Year. The table for
Performance Year 2003 is set forth below.

(a) EPS COMPONENT. EPS performance shall constitute 40% of the
composite Plan Performance Factor. The 100% EPS goal for the
2003 performance year is $.80 per share, and the EPS
component shall increase or decrease by 50% for each $.10
per share change in performance. (Mathematical interpolation
shall be used for actual results not shown in the table.)
There will be no payout under the plan unless at least $.60
per share is achieved (regardless of CFCF performance).

(b) CFCF COMPONENT. CFCF performance shall constitute 60% of
composite Plan Performance Factor. The 100% CFCF goal for
the 2003 performance year is $400 million, and the CFCF
component shall increase or decrease by 25% for each $50
million change in performance. (Mathematical interpolation
shall be used for actual results not shown in the table.)
There will be no payout under the plan unless at least $250
million is achieved (regardless of EPS performance).

COMPOSITE PERFORMANCE FACTORS FOR 2003 PERFORMANCE YEAR

CFCF
Component $250 $300 $350 $400 $450 $500 $550
(Millions)
------------------------------------------------------------------------------------

EPS COMPONENT

$ .60 NONE NONE NONE 60% 75% 90% 105%
$ .70 NONE NONE 65% 80% 95% 110% 125%
$ .80 NONE 70% 85% 100% 115% 130% 145%
$ .90 75% 90% 105% 120% 135% 150% 165%
$1.00 95% 110% 125% 140% 155% 170% 185%
$1.10 115% 130% 145% 160% 175% 190% 200%
$1.20 135% 150% 165% 180% 195% 200% 200%
$1.30 155% 170% 185% 200% 200% 200% 200%

Notes: Mathematical interpolation shall be used for actual results not
shown in the table.

Target Award is Bolded 100% and Maximum Award is Bolded 200%

III. ANNUAL AWARD FORMULA

3.1 OFFICERS' ANNUAL AWARDS. Annual Awards for each eligible
Officer will be based upon a standard award percentage of
the Officer's Base Salary as in effect on January 1 of the
Performance Year. The standard award percentages are set
forth in the table below. The maximum amount that can be
awarded under this Plan for any Code Section 162(m) Employee
will not exceed $2.5 Million in any one Performance Year.
The total amount of an Officer's Annual Award shall be
computed according to the annual award formula set forth in
Section 3.2.

SALARY STANDARD AWARD AS A % OF
POSITION GRADE BASE SALARY
------------------------------ ------ ------------

Chairman & CEO E-9 66%
President & COO/Vice Chairman E-8 57%
Executive Vice President E-7 53%
President, Subsidiary - Sr. VP E-6 49%
Senior Vice President E-5 45%
Vice President E-4 41%
Vice President E-3 37%

3.2 Annual Awards for Officers will be calculated and made as
follows:

INDIVIDUAL AWARD = BASE SALARY TIMES
STANDARD AWARD % TIMES PERFORMANCE FACTOR %

IV. PAYMENT OF ANNUAL AWARDS

4.1 CASH ANNUAL AWARD. All Annual Awards for a Performance Year for
Salary Grades E-5 and below will be paid in cash no later than
March 30th of the calendar year following the Performance Year
provided that they first have been reviewed and approved by the
Committee, and provided further that the Annual Award for a
particular Performance Year has not been deferred voluntarily
pursuant to Section 4.3. The amounts required by law to be
withheld for income and employment taxes will be deducted from
the Annual Award payments. All Annual Awards become the
obligation of the company on whose payroll the Officer is
enrolled at the time the Committee makes the Annual Award.

4.2 MANDATORY DEFERRED ANNUAL AWARD. All Annual Awards for the 2003
performance year for Salary Grade E-6 and above will be credited
to the individual officer's Salaried Employees Merit Plan special
account and will be paid in accordance with that plan.

4.3 VOLUNTARY DEFERRED ANNUAL AWARDS.

(a) The payment of all or one-half of a cash Annual Award may be
deferred voluntarily at the election of an individual Plan
participant. A separate irrevocable election must be made in
the calendar year prior to the beginning of the Performance
Year. Any Annual Award made by the Committee after
termination of employment of an Officer or retirement of an
Officer is not eligible for a voluntary deferral and will be
paid in full in cash in the year in which the Annual Award
is made.

(b) A Voluntary Deferred Annual Award may be paid out in a lump
sum or in five or ten annual installments beginning in the
first January of the calendar year following retirement or
termination of employment. If an Annual Award is paid in
annual installments, each year the payment will be a
fraction of the balance equal to one over the number of
annual

installments remaining. In the event of the participant's
death, all deferred amounts will be paid in total in January
of the calendar year following the year of death.

(c) At the time of electing to voluntarily defer payment, the
participant must elect whether the sum deferred will be
treated by the Company or Subsidiary, as applicable, in
accordance with Paragraph I or Paragraph II below.

i. A Voluntary Deferred Annual Award will be credited with
sums in lieu of interest from the first day of the month
following the month in which the Annual Award is
determined to the date of payment. The interest accrual
rate will be equivalent to the prime rate of interest as
reported in The Wall Street Journal, compounded
quarterly as of the first business day of January,
April, July and October of each year during the deferral
period. The prime rate in effect on the first business
day of January, April, July and October will be the
prime rate (described above) in effect for that
quarterly period.

ii. A Voluntary Deferred Annual Award will be treated as if
it were invested as an optional cash payment under the
CMS Energy Stock Purchase Plan including the
accumulation of any dividends. The value of the deferred
sum at the time of payment will be equal to the number
of dollars such an investment would have been worth as
measured by the purchase price of shares of Common Stock
using the average closing price, as reported in The Wall
Street Journal (NYSE - composite transactions) for the
first five trading days in the December previous to a
January payout.

The amount of any Voluntary Deferred Annual Award is to be
satisfied from the general corporate funds of the company on
whose payroll the Officer was enrolled prior to the payout
beginning and are subject to the claims of general creditors
of that company.

4.4 PAYMENT IN THE EVENT OF DEATH.

(a) A participant may name the beneficiary of his or her choice
on a beneficiary form provided by the Company, and the
beneficiary shall receive payment in the event that the
Participant dies prior to receipt of either a cash Annual
Award, a Mandatory Deferred Annual Award or a Voluntary
Deferred Annual Award. If a beneficiary is not named, the
payment will be made to the first surviving class as
follows:

1. Widow or Widower
2. Children, per capita
3. Parents, per capita
4. Brothers and Sisters, per capita
5. Estate of the Deceased

(b) A participant may change beneficiaries at any time, and the
change will be effective as of the date the participant
completes and signs the beneficiary form, whether or not the
participant is living at the time the request is received by
the Company. However, the Company or the applicable
Subsidiary will not be liable for any payments made before
receipt of a written request.

V. CHANGE OF STATUS

Payments in the event of a change in status will not apply if no awards
are made for the performance year.

5.1 PRO-RATA ANNUAL AWARDS. A new Officer, whether hired or promoted
to the position, or an Officer promoted to a higher salary grade
during the Performance Year will receive a pro rata

Annual Award based on the percentage of the Performance Year in
which the employee is in a particular salary grade. An Officer
whose salary grade has been lowered, but whose employment is not
terminated, during the Performance Year will receive a pro rata
Annual Award based on the percentage of the Performance Year in
which the employee is in a particular salary grade.

5.2 TERMINATION. An Officer whose employment is terminated pursuant
to a violation of the Company code of conduct or other corporate
policies will not be considered for an Annual Award.

5.3 RESIGNATION. An Officer who resigns during or after a Performance
Year will not be eligible for an Annual Award. If the resignation
is due to reasons such as a downsizing or reorganization, or the
ill health of the Officer or ill health in the immediate family,
the Officer may petition the Committee and may be considered, in
the discretion of the Committee, for a pro rata Annual Award. The
Committee's decision to approve or deny the request for a pro
rata Annual Award shall be final.

5.4 DEATH, DISABILITY, RETIREMENT, LEAVE OF ABSENCE. An Officer whose
status as an active employee is changed during the Performance
Year due to death, Disability, Retirement, or Leave of Absence
will receive a pro rata Annual Award.

VI. MISCELLANEOUS

6.1 IMPACT ON BENEFIT PLANS. Payments made under the Plan will be
considered as earnings for the Supplemental Executive Retirement
Plan (Salary Grades E-3 through E-9) but not for purposes of the
Employees' Savings Plan, Pension Plan, or other employee benefit
programs.

6.2 IMPACT ON EMPLOYMENT. Neither the adoption of the Plan nor the
granting of any Annual Award under the Plan will be deemed to
create any right in any individual to be retained or continued in
the employment of the Company or any corporation within the
Company's control group.

6.3 TERMINATION OR AMENDMENT OF THE PLAN. The Company at any time
may, in writing, terminate or amend the Plan.

6.4 GOVERNING LAW. The Plan will be governed and construed in
accordance with the laws of the State of Michigan.

6.5 DISPUTE RESOLUTION. Any disputes related to the Plan should first
be brought to the Plan Administrator. If that does not result in
a mutually agreeable resolution, then the dispute shall be
subject to final and binding arbitration before a single
arbitrator selected by the parties to be conducted in Jackson,
Michigan. The arbitration will be conducted and finished within
90 days of the selection of the arbitrator. The parties shall
share equally the cost of the arbitrator and of conducting the
arbitration proceeding, but each party shall bear the cost of its
own legal counsel and experts and other out-of-pocket
expenditures.