EXHIBIT 10b

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

Effective January 1, 2004
Approved by Committee on March 23, 2005

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 initial effective date of the Plan is January 1,
2004. The Plan as described herein, is amended and restated
effective January 1, 2005.

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) "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) "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.

(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, 2004 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 and Administrative Services 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 and Administrative Services 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 the total of all MIC Plan
participants, as recommended by the President 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. 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 2005 is set forth below.

(a) EPS COMPONENT. EPS performance shall constitute 40% of the
composite Plan Performance Factor. The 100% EPS goal for the
2005 performance year is $.90 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
2005 performance year is $ (150) 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 2005 PERFORMANCE YEAR

CFCF
COMPONENT $ (250) $ (200) $(166.67) $ (150) $ (100) $ (50) $ 0 $50
(MILLIONS)

EPS

COMPONENT

$.80 No Payout No Payout 75% 80% 95% 110% 125% 140%

$.85 No Payout 75% 85% 90% 105% 120% 135% 150%

$.90 No Payout 85% 95% 100% 115% 130% 145% 160%

$.925 75% 90% 100% 105% 120% 135% 150% 165%

$.95 80% 95% 105% 110% 125% 140% 155% 170%

$1.00 90% 105% 115% 120% 135% 150% 165% 180%

$1.05 100% 115% 125% 130% 145% 160% 175% 190%

$1.10 110% 125% 135% 140% 155% 170% 185% 200%

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 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
GRADE STANDARD AWARD AMOUNT
----- ---------------------

25 $37,000
24 $36,500
23 $22,500
22 $22,000
21 $13,500
20 $13,000
19 $12,500

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 31st 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 any portion (rounded to an even multiple
of 10%) of a cash Annual Award may be deferred voluntarily at
the election of an individual MIC Plan participant. A separate
irrevocable election must be made no later than six months
prior to the end of 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. Awards will also be prorated for any change in full time or
part time work status.

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.