EXHIBIT 10(X)

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

Effective January 1, 2004
Approved by Committee on February 27, 2004

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

I. GENERAL PROVISIONS

1.1 PURPOSE. The purpose of the Annual Employee Incentive
Compensation Plan ("EIC 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 their Employees.

(b) No payments to 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 initial effective date of the Plan is
January 1, 2004. The Plan as described herein, is amended and
restated effective January 1, 2004.

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

(a) "Annual Award" means an annual incentive award
granted under the EIC 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) "Disability" means that a participant has terminated
employment with the Company or a Subsidiary and is
entitled to disability payments under the Pension
Plan.

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

(i) "EIC Plan" means the Annual Employee Incentive
Compensation Plan for CMS Energy Corporation and Its
Subsidiaries, as effective January 1, 2004 and any
amendments thereto.

(j) "Employee" means a regular fulltime or part time
employee of the Company or a Subsidiary in the salary
grades specified in the table contained in Article
III of the EIC Plan.

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

(l) "Leave of Absence" for purposes of this EIC Plan
means a leave of absence that has been approved by
the Company or a Subsidiary.

(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 EIC 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. Regular non-union U.S. employees who do not
participate in a broad based incentive plan contingent upon
objectives and performance unique to the employees'
subsidiary, affiliate, site and/or business unit, are eligible
for participation in the EIC Plan.

1.5 ADMINISTRATION OF THE PLAN.

(a) The EIC 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 31st of the
Performance Year, will approve performance goals for
the Performance Year.

(c) The Committee, no later than March 31st of the
calendar year following the Performance Year, will
review for approval proposed Annual Awards for all
EIC 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 EIC Plan. 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 75% is achieved. Each Component as well as
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 2004 is set forth below.

(a) EPS COMPONENT. EPS performance shall constitute 40%
of the composite Plan Performance Factor. The 100%
EPS goal for the 2004 performance year is $.85 per
share, and the EPS component shall increase or
decrease by 25% for each $.05 per share change in
performance. (Mathematical extrapolation shall be
used for actual results not shown in the table.)
There will be no payout under the plan unless at
least $.80 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 2004 performance year is $(100) million,
and the CFCF component shall increase or decrease by
25% for each $50 million change in performance.
(Mathematical extrapolation shall be used for actual
results not shown in the table.)

COMPOSITE PERFORMANCE FACTORS FOR 2004 PERFORMANCE YEAR

<Table>
<Caption>
CFCF
COMPONENT
(MILLIONS) $(150) $(100) $(50) $ 0 $50 $100
---------- ------ ------ ------ ----- ----- ------
EPS
COMPONENT
---------- ------ ------ ------ ----- ----- ------

$ .80
75% 90% 105% 120% 135% 150%
$ .85
85% 100% 115% 130% 145% 160%
$ .90
95% 110% 125% 140% 155% 170%
$ .95
105% 120% 135% 150% 165% 180%
$1.00
115% 130% 145% 160% 175% 190%
$1.05
125% 140% 155% 170% 185% 200%
</Table>

Notes: Mathematical extrapolation 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 EIC Plan
participant will be based upon a standard award as set forth
in the table below. The total amount of an EIC participant
Annual Award shall be computed according to the annual award
formula set forth in Section 3.2.

YEAR FULLTIME PART TIME
END STANDARD STANDARD
SALARY AWARD AWARD
POSITION GRADE AMOUNT AMOUNT
-------- ----- -------- ----------

Sr. Consultants & Equivalent 8-10/C $1,000 $ 500
Consultants & Equivalent 5-7/B $ 750 $ 375
Advisors & Equivalent 1-4/A $ 625 $312.50
All Non-exempt Employees various $ 500 $ 250

3.2 Annual Awards for EIC 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 31st of the calendar
year following the Performance Year provided that they first
have been reviewed and approved by the Committee. 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 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 a
cash 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 EIC participant, hired during
the Performance Year will receive a pro rata Annual Award
based on the percentage of the Performance Year in which the
employee is employed.

5.2 TERMINATION. An EIC 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 EIC 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 EIC
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
not be considered as earnings 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.