EXHIBIT 10(cc)

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

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

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

I. GENERAL PROVISIONS

1.1 PURPOSE. The purpose of the Annual Management Incentive
Compensation Plan ("MIC 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 certain highly
competent Management and Professional Employees.

(b) No payments to Management and Professional Employees 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 MIC Plan was initially
effective as of January 1, 1986 and that predecessor, as amended,
is hereby terminated. The MIC Plan as described herein, is
effective as of January 1, 2003.

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

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

(b) "CMS Energy" means CMS Energy Corporation.

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

(e) "Company" means CMS Energy Corporation.

(f) "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.

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

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

(i) "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.

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

(k) "Management and Professional Employee" means an employee of
the Company or a Subsidiary in the salary grades specified
in the table contained in Article III of the MIC Plan.

(l) "MIC Plan" means the Annual Management Incentive
Compensation Plan for CMS Energy Corporation and Its
Subsidiaries, as effective January 1, 2003 and any
amendments thereto.

(m) "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).

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

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

(p) "Plan Administrator" means the Sr. Vice President - Human
Resources of CMS Energy, under the general direction of the
Outside Directors on the Committee.

(q) "Retirement" means that an MIC 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.

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

1.4 ELIGIBILITY. Certain Management and Professional Employees are
eligible for participation in the MIC Plan.

1.5 ADMINISTRATION OF THE PLAN.

(a) The MIC Plan is administered by the Sr. Vice President -
Human Resources 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 MIC Plan 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 MIC Plan.

(e) 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 the 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 ANNUAL AWARDS. Annual Awards for each eligible MIC Plan
participant will be based upon a standard award as set forth
in the table below. The total amount of an MIC participant
Annual Award shall be computed according to the annual award
formula set forth in Section 3.2.

SALARY
POSITION GRADE STANDARD AWARD AMOUNT
--------------------------------- ------ ----------------------

Senior Mangers/Directors E-2 $48,700
Senior Managers/Directors E-1/F $36,500
Managers/Directors 13 $29,200
Managers/Directors 12/E $21,900
Managers/Directors & Equivalent 11 $16,400
Managers/Directors & Equivalent D $12.300

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

INDIVIDUAL AWARD = STANDARD AWARD AMOUNT TIMES PERFORMANCE FACTOR %

IV. PAYMENT OF ANNUAL AWARDS

4.1 CASH ANNUAL AWARD. All Annual Awards for a Performance Year 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
Employee is enrolled at the time the Committee makes the Annual
Award.

4.2 VOLUNTARY DEFERRED ANNUAL AWARD

(a) The payment of all or one-half of a cash Annual Award may be
deferred voluntarily at the lection of an individual MIC 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 a participant or retirement of a
participant 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 MIC Plan participant was enrolled prior to
the payout beginning and are subject to the claims of general
creditors of that company.

4.3 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, 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 MIC participant, whether hired or
promoted to the position, or an MIC employee 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 MIC
participant 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 MIC participant 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 MIC participant 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 employee or ill health
in the immediate family, the employee 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 MIC
participant 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-1, E-2 and F) 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.