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DEFINED CONTRIBUTION
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
   SECTION I. DEFINITIONS
  Account or Account
Balance
    
    The notional amount credited to a Participant or beneficiary in
accordance with the provisions of this Supplemental DC Plan.Code
    
    The Internal Revenue Code of 1986, as amended.Company
    
    CMS Energy Corporation and its subsidiaries which are directly
or indirectly owned 80% or greater. For purposes of
determining a Separation from Service from the Company, the
Company shall include CMS Energy Corporation and all persons
or entities that would be considered a single employer under
Code Section 414(b) or Section 414(c), using for such purposes
a 50 percent standard, instead of an 80 percent standard,
under such provisions.Company Contribution
    
    The amount, which is a notional amount, contributed by the
Employer on behalf of a Participant in accordance with Section
III of this Supplemental DC Plan.Compensation
    
    A Participants regular salary from an Employer, before any
adjustment for deferrals under any deferred compensation plan
of the Company, any reductions for contributions to the Savings
Plan, any reductions under any welfare benefit plan or
deductions for taxes or other withholdings, but excluding any
bonus, imputed income, incentive or other premium pay.Covered Executive
Position
    
    A position with a Company where the Employee is classified as a
Salary Grade 24 or above.DB SERP
    
    The Defined Benefit Supplemental Executive Retirement Plan.
The DB SERP Plan is closed for new participants as of April 1,
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Employee
    
    Any person, employed by the Company as an exempt salaried
employee at Salary Grade 24 or above, and on the payroll and
employment records system as an employee, (excluding
consultants, advisors and independent contractors).Employer
    
    The entity within the Company that employs the Participant.Incentive
Compensation
    
    An amount paid to a Participant in a Plan Year under the terms
of the Annual Employee Incentive Compensation Plan or the
Annual Officer Incentive Compensation Plan.Participant
    
    Any Employee who meets or met the eligibility requirements of
the Plan and for whom Contributions are made or were previously
made under the Plan which have not been distributed.Payment Event
    
    The time when the Participant may receive the benefits deferred
under the Plan as described in Section VI.1.Payment Term
    
    The form and duration of any payment to a Participant or
beneficiary as described in Section VI.2.Plan or
Supplemental DC
Plan
    
    The Defined Contribution Supplemental Executive Retirement Plan.Plan Administrator
    
    The Benefit Administration Committee as selected by the Chief
Executive Officer and Chief Financial Officer of the Company to
manage the plan.Plan Record Keeper
    
    The person(s) or entity named as such by the Plan Administrator.Plan Year
    
    January 1 to December 31 of a calendar year.Qualified Plan
    
    A pension plan providing benefits for a broad group of
employees and meeting the requirements for a qualified plan
under the Code.Savings Plan
    
    The Savings Plan for Employees of Consumers Energy and other
CMS Energy Companies.Separation from
Service
    
    If an Employee retires or otherwise has a separation from
service from the Company as defined under Code Section 409A and
any applicable regulations. The Plan Administrator will
determine, consistent with the requirements of Code Section
409A and any applicable regulations, to what extent a person on
a leave of absence, including on paid sick leave pursuant to
Company policy, has incurred a Separation from Service.Threshold Limit
    
    The amount as determined from time to time by the Secretary of
the Treasury above which annual compensation is disregarded for
Qualified Plans. As of January 1, 2007, the Threshold Limit is
$225,000.
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SECTION II. ELIGIBILITY AND ENROLLMENT
  SECTION III. COMPANY CONTRIBUTION
  1.
    
    A Participant in Salary Grades 24 through E-2 will receive a Company Contribution equal
to 5% of Compensation in excess of the Threshold Limit and 5% of any Incentive Compensation
paid to the Participant during the Plan Year.2.
    
    A Participant in Salary Grades E-3 through E-5 will receive a Company Contribution
equal to 5% of Compensation up to the Threshold Limit, plus 10% of Compensation in excess
of the Threshold Limit and 10% of any Incentive Compensation paid to the Participant during
the Plan Year.3.
    
    A Participant in Salary Grades E-6 and higher will receive a Company Contribution equal
to 10% of Compensation up to the Threshold Limit, plus 15% of Compensation in excess of the
Threshold Limit and 15% of any Incentive Compensation paid to the Participant during the
Plan Year.
  SECTION IV. INVESTMENTS
 1.
    
    Designation of Investments.The Participant shall specify the proportions of the
Company Contribution to be treated as if invested among the various options available as
investment funds under this Supplemental DC Plan. A Participant who already has deferred
amounts under a nonqualified deferred compensation plan of the Company will automatically
have his or her existing investment profile apply to the Company Contribution.
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2.
    
    Changes in Investment Elections.All investment elections may be changed prospectively
at the Participants election at any time prior to the payment of the benefit subject to
any applicable restrictions imposed by the Plan Administrator, the Plan Record Keeper or by
any laws and regulations.3.
    
    Determination of Investment Earnings.All gains and losses will be based upon the
performance of the investments selected by the Participant from the date any Company
Contribution is first credited to the Participant Account. If the Company elects to fund
the Accounts for its convenience as described in Section VIII.5, then investment
performance will be based on the balance in the Participant Account pursuant to the
customary procedures of the Plan Record Keeper.
 V. VESTING AND RECOUPMANT
 1.
    
    Vesting.A Participant will be fully vested in this Supplemental DC Plan only upon
completion of five full years of service as a Participant in this Supplemental DC Plan and
attainment of age 62. During the first five years of participation, the Participants
vested percentage is 0%. Upon completing five full years as a Participant in this
Supplemental DC Plan, the Account Balance will vest linearly from the date of plan
eligibility to age 62; ratably each year such that at age 62 the benefit is 100 percent
vested. As an example, an Employee hired or promoted on June 1, 2007 at age 52 will not
receive any vesting credit until June 1, 2012 at age 57. At that time the Participant will
be 50% vested, as there are 10 years from the date of inclusion in the Plan to age 62, so
the Participant vests 10% for each year in the Plan. At age 62 the Participant is 100%
vested. An Employee first hired at age 57 or older will be 100% vested upon five years of
participation in this Supplemental DC Plan. In determining the percentage of vesting, the
Participants age will be counted using whole years only without rounding and without
regard to the number of months past the Participants last birthday. Notwithstanding the
above, if a Participant incurs a disability, as that term is defined under Code Section
409A and any relevant regulations, then such Participant shall vest in the entire Account
Balance as of the disability date. The Account Balance will vest in full upon the death of
a Participant.As the Company Contributions vest, the Participants Account Balance will be reduced by an
amount equal to the employees share of any applicable FICA and FUTA taxes in accordance
with the applicable regulations under Code Section 409A. To the extent
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required by law, the Participant will be imputed with income for the value of the taxes paid
through the reduction of the Account Balance.
 2.
    
    Recoupment.Any Company Contributions are also subject to recoupment under the CMS
Energy Recoupment Policy Relating to Financial Restatements.
 VI. PAYMENT OPTIONS
 1.
    
    Payment Events.This Supplemental DC Plan provides for payment of benefits upon
Separation from Service or as otherwise specified in this Plan document.2.
    
    Payment Term.Each newly hired or promoted Participant will receive his or her payment
in a single sum in the later of (i) January of the year following the year of Separation
from Service or if later, (ii) the first day of the seventh month following Separation from
Service.3.
    
    Changes in Payment Options.Subsequent changes to the original Payment Term which
would accelerate the receipt of benefits from the Plan are not permitted, except that the
Plan Administrator may at its sole discretion elect to accelerate payments to the extent
permitted by Code Section 409A and applicable regulations. A subsequent election by a
Participant to change the Payment Term can be made when both of the following conditions
are satisfied:(a) any such election may not take effect until at least 12 months after the date on which
the election is made; and(b) the payment(s) with respect to which such election is made is deferred for a period of
not less than 5 years from the date such payment would otherwise have been made or, in the
case of installment payments, 5 years from the date the first installment was scheduled to
be paid.When making a subsequent election, the Participant may elect to receive either a single sum
or a series of annual installment payments over a period from two (2) years to fifteen (15)
years. If installment payments are elected, each installment payment shall be equal to a
fractional amount of the original balance in the Account the numerator of which is one and
the denominator of which is the number of installment payments remaining. For example, a
series of five installment payments will result in a benefit equal to one fifth of the
Account Balance for the first installment, one fourth of the Account Balance for the second
installment, one third of the Account Balance for the third installment one half of the
Account Balance for the fourth year and in the fifth installment the Account Balance is paid
in full. Each installment, because of gains and losses may not be identical to the prior
installment.
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4.
    
    Payment Upon the Death of the Participant.In the event of the death of a Participant
prior to the start of any payments under the Plan, the Participants named beneficiary or
beneficiaries shall receive the entire Account Balance under the Plan within 90 days
following the death of the Participant. In the event of the death of a Participant after
commencing payment of benefits, the Participants named beneficiary or beneficiaries shall
receive the remaining Account Balance in a single sum within 90 days following the death of
the Participant. If the Participant fails to name a beneficiary, the Account Balance will
be paid in a single sum to his or her estate within 90 days following the death of the
Participant. In no event may any recipient designate a year of payment for an amount
payable upon the death of the Participant.
 VII. NON-ALIENATION OF BENEFITS
  VIII. ADMINISTRATION OF PLAN
 1.
    
    Plan Administrator.The Plan Administrator shall have authority to take necessary
actions to implement the Plan and is granted full discretionary authority to apply the
terms of the Plan, make administrative rulings, interpret the Plan and make any other
determinations with respect to all aspects of the Plan. Any Participant with a claim under
the Plan must make a written request within 60 days to the Plan Administrator for a
determination on the claim. If the claim involves a benefit or issue relevant to an
individual who has been appointed to the Benefit Administration Committee, the individual
so affected shall not participate in any determination on such issue. The Plan
Administrator may hire such experts, accountants, or attorneys as it deems necessary to
make a decision and may rely on the opinion of such persons in making a determination. The
Plan Administrator shall notify the Participant of its determination in writing within 60
days of the claim unless the Plan Administrator advises the Participant that it requires
additional time (not to exceed 90 days) to complete its investigation.. The Participant
may, within 60 days from the date the determination was mailed to the Participant, request
a redetermination of the matter, and provide any additional information for the Plan
Administrator to consider in its redetermination. The Plan Administrator will issue its
opinion within 60 days of the request for redetermination unless the Plan administrator
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advised the Participant that it requires additional time (not to exceed 90 days) to complete
its redetermination of the matter.
 2.
    
    Administrative Expenses.Any administrative expenses, costs, charges or fees, to the
extent not paid by the Company are to be charged to the Participant Accounts in accordance
with the Plan Record Keepers normal procedures.3.
    
    Amendment or Termination of the Plan.The Company may amend or terminate the Plan at
anytime. Upon termination, any vested Account Balance will remain in the Plan and be paid
out in accordance with the Payment Term. While the Account Balance will continue to be
subject to investment gains and losses, no further Company Contributions will be made to
the Plan. The Plan Administrator is authorized to make any amendments that are deemed
necessary or desirable to comply with any applicable laws, regulations or orders or as may
be advised by counsel or to clarify the terms and operation of the Plan. Notwithstanding
the above, no termination of the Plan will accelerate any benefits under the Plan unless
such termination is consistent in all manners with the requirements of Section 409A of the
Internal Revenue Code and any applicable regulations, with respect to when a terminated
plan may accelerate payment to a Participant.4.
    
    Naming a Beneficiary.A Participant may at any time file a beneficiary designation
with the Plan Record Keeper. Only one such beneficiary designation, the most recent
received by the Plan Record Keeper, is effective at any time. No beneficiary designation
is effective until it is received by the Plan Record Keeper. If a Participant fails to
name a beneficiary, any benefit payable under the Plan will be paid to the Participants
estate. A Participant must name a separate beneficiary for each non qualified plan.5.
    
    Funding.This is an unfunded nonqualified deferred compensation plan. To the extent
the Company elects to place funds with a trustee to pay its future obligations under this
Plan such amounts are placed for the convenience of the Company, remain the property of the
Company and the Participant shall have no right to such funds until properly paid in
accordance with the provisions of this Plan. For administrative ease and convenience, such
amounts may be referred to as Participant Accounts, but as such are a notional account only
and are not the property of the Participant. Such amounts are subject to the claims of the
creditors of the Company.
 ATTEST:
    
    
    
    CMS ENERGY CORPORATION/s/
    
    
    
    /s/Vice President and Secretary
    
    
    
    Chief Executive Officer, CMS Energy and
Consumers Energy
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