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                                                                  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





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                           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.

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

               (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.



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               (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.


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               (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
<TABLE>
<CAPTION>


       CFCF
     COMPONENT                $250        $300         $350        $400        $450        $500       $550
     (MILLIONS)
  ------------------------------------------------------------------------------------------------- ----------
  EPS COMPONENT
  <S>                      <C>         <C>          <C>         <C>         <C>         <C>         <C>
  $ .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%
  </TABLE>
  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.


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<TABLE>
<CAPTION>
                                                                SALARY
                                POSITION                        GRADE      STANDARD AWARD AMOUNT
                      ---------------------------------         ------     ----------------------
<S>                                                          <C>          <C>
                       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
</TABLE>

         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.


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                  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


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               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.












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