EXHIBIT 10c

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

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

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, 2005.

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 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 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 the total of all EIC 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 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 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 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
GRADE AMOUNT AMOUNT
----- -------- ---------

18 $2,000 $1,000
17 $1,750 $ 875
16 $1,500 $ 750
15 $1,350 $ 675
14 $1,200 $ 600
13 $1,150 $ 575
12 $1,100 $ 550
11 $1,050 $ 525
10 $1,000 $ 500
9 $ 950 $ 475
8 $ 900 $ 450
7 $ 850 $ 425
6 $ 800 $ 400
5 $ 750 $ 375
4 $ 700 $ 350
3 $ 650 $ 325
2 $ 600 $ 300
1 $ 550 $ 275

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.