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CMS ENERGY DEFERRED SALARY SAVINGS PLAN
    Definitions.
 Account or Account 
Balance
    
    The notional amount credited to a Participant or beneficiary in
accordance with the provisions of this Plan.Additional Deferral
    
    The amount deferred by a Participant in accordance with Section 3.3.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
the 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.Compensation
    
    A Participants regular salary from an Employer, before any
adjustment for Deferrals under this Plan or any other deferred
compensation plan of the Company, the Savings Plan, Code Section
125 plans, or deductions for taxes or other withholdings, but
excluding any bonus, imputed income, incentive or other premium
pay. For purposes of determining amounts subject to a deferral
election under Section 3.1, Compensation for a Plan Year does not
include any amounts paid in the Plan Year that are attributable to
services performed by the Participant in an earlier Plan Year,
except to the extent permitted by Code Section 409A.Deferrals
    
    Amounts deferred by a Participant pursuant to Section 3.Employee
    
    Any person, employed by an Employer and on the payroll and
employment records system as an employee, excluding consultants,
advisors and independent contractors, whose Compensation, when
annualized, exceeds the Threshold Limit.




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Employer
    
    The entity within the Company that employs the Participant.Employer Matching 
Amounts
    
    Money or property added to the Participants account as provided in
Section 3.2.Participant
    
    Any Employee who meets the eligibility requirements of the Plan,
who elects to enroll under the Plan, and for whom Deferrals are
currently being made under the Plan or for whom Deferrals 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 6.2.Payment Term
    
    The form and duration of any payment to a participant or
beneficiary as described in Section 6.2.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.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 by the Secretary of the Treasury above
which annual compensation is disregarded for qualified plans. As
of January 1, 2007, the Threshold Limit was $225,000.
 SECTION 2. ELIGIBILITY AND ENROLLMENT
 2.1 Eligibility .
 2.2 Enrollment.
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2.3 Procedure.
 SECTION 3. DEFERRALS
 3.1 Deferrals.
   3.2 Employer Matching Amounts.
 3.3 Additional Deferral.
 SECTION 4 INVESTMENTS
 4.1 Designation of Investments.
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4.2 Changes in Investment Elections.
 4.3 Determination of Investment Earnings.
 SECTION 5 VESTING AND RECOUPMENT
 5.1 Vesting of Employer Matching Amounts.
 5.2 Recoupment.
 SECTION 6. PAYMENT ELECTIONS
 6.1 Payment Elections.
 6.2 Payment Options.
 (a) Payment Events.
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(i)
    
    Separation from Service for any reason other than death. Payment will
be made, or begin in January of the year following Separation from Service or, if
later, the seventh month after the month of Separation from Service. Later
installments, if any, will be paid in January of the succeeding years;(ii)
    
    Payment upon attainment of a date certain that is more than 5 years
after the last day of the applicable Plan Year. However, for amounts attributable
to an Additional Deferral, payment upon attainment of a date certain that is more
than one month after the last day of the applicable Plan Year. Later installments,
if any, will be paid in January of the succeeding years.(iii)
    
    The earlier of (i) or (ii) above.
  (b) Payment Term.
 (i)
    
    Payment in a single sum upon occurrence of the Payment Event.
 (ii)
    
    Payment of a series of annual installment payments over a period from
two (2) years to fifteen (15) years following the Payment Event. Each installment
shall be equal to a fractional amount of the Account Balance 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
payout of one fifth of the Account Balance for the first installment, one fourth of
the Account Balance in the second installment, one third of the Account Balance for
the third installment, one half of the Account Balance for the fourth installment
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.
  6.3 Changes to Payment Options.
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6.4 Payment Upon the Death of the Participant.
 6.5 Payment in the Event of an Unforeseeable Emergency.
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SECTION 7. NON-ALIENATION OF BENEFITS
 7.1 Non-Alienation.
 SECTION 8. ADMINISTRATION
 8.1 Plan Administrator.
 8.2 Administrative Expenses.
 8.3 Amendment or Termination of the Plan.
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8.4 Naming a Beneficiary.
 8.5 Funding Status.
 ATTEST:
    
    CMS ENERGY CORPORATION/s/
    
    /s/Vice President and Secretary
    
    Chief Executive OfficerCMS Energy and Consumers EnergyDate: _____________
 8