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                                                                 Exhibit (10)(h)

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

Effective as of January 1, 2006
Approved by Committee on March 30, 2006


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                            ANNUAL OFFICER INCENTIVE
            COMPENSATION PLAN FOR OFFICERS OF CMS ENERGY CORPORATION
                              AND ITS SUBSIDIARIES

I.   GENERAL PROVISIONS

     1.1  PURPOSE. The purpose of the Annual Officer Incentive Compensation Plan
          ("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 highly competent
               Officers.

          (b)  No payments to Officers 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
          as of January 1, 2006. Section VII was added effective December 1,
          2005.

     1.3  DEFINITIONS. As used in this Plan, the following terms have the
          meaning described below:

          (a)  "Account Balance Plan" means a nonqualified deferred compensation
               plan described in Code Section 409A and applicable regulations.

          (b)  "Annual Award" means an annual incentive award granted under the
               Plan.

          (c)  "Base Salary" means the base salary on January 1 of a Performance
               Year, except as impacted by a Change in Status as defined in
               Article V. For purposes of the Plan, an Officer's Base Salary
               must be subject to annual review and annual approval by the
               Committee.

          (d)  "CMS Energy" means CMS Energy Corporation.

          (e)  "Code" means the Internal Revenue Code of 1986, as amended.

          (f)  "Code Section 162(m)" means the "Million Dollar Cap" that may
               limit an employer's annual tax compensation deduction for certain
               compensation of covered employees, unless the compensation is
               based on specific performance goals that are adopted and
               administered in accordance with requirements set forth in Code
               Section 162(m) and regulations thereunder.

          (g)  "Code Section 162(m) Employee" means an employee whose
               compensation is subject to the "Million Dollar Cap" under Code
               Section 162(m). Generally, this is the CEO and the four highest
               paid executive officers of the Company.


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          (h)  "Committee" means the Committee on Compensation and Human
               Resources of the Board of Directors of CMS Energy.

          (i)  "Common Stock" means the common stock of CMS Energy.

          (j)  "Company" means CMS Energy Corporation.

          (k)  "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.

          (l)  "Deferred Annual Award" means the amount deferred by an Officer
               pursuant to Section 4.2

          (m)  "Disability" means that a participant has terminated employment
               with the Company or a Subsidiary and is entitled to disability
               payments under the Pension Plan.

          (n)  "Earnings Per Share" (EPS) means the amount of adjusted net
               income (excluding mark to market) per outstanding CMS Energy
               Share.

          (o)  "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.

          (p)  "Leave of Absence" for purposes of this Plan means a leave of
               absence that has been approved by the Plan Administrator.

          (q)  "Officer" means an employee of the Company or a Subsidiary in
               Salary Grade "E-3" or higher.

          (r)  "Payment Event" means the date a Deferred Annual Award may be
               paid pursuant to Section 4.2.

          (s)  "Payment Term" means the length of time for payment of a Deferred
               Annual Award under Section 4.2.

          (t)  "Pension Plan" means the Pension Plan for Employees of Consumers
               Energy and Other CMS Energy Companies.

          (u)  "Performance Year" means the calendar year prior to the year in
               which an Annual Award is made by the Committee.

          (v)  "Plan" means the Annual Officer Incentive Compensation Plan for
               Officers of CMS Energy Corporation and Its Subsidiaries, as
               effective January 1, 2004 and any amendments thereto.

          (w)  "Plan Administrator" means the President and Chief Executive
               Officer of CMS Energy, under the general direction of the
               Committee.


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          (x)  "Retirement" means that a 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.

          (y)  "Separation from Service" means an Employee who retires or
               otherwise has a termination of employment from the Company. The
               term is defined under Code Section 409A and any applicable
               regulations. A Separation from Service does not occur if an
               Employee is on a paid or unpaid authorized leave of absence from
               the Employer and has the right to reemployment. An Employee is
               not on an authorized leave of absence but is separated from
               service if he or she is not providing and is not expected to
               provide in the future more than insignificant services to the
               Company.

          (z)  "Subsidiary" means any direct or indirect subsidiary of the
               Company.

     1.4  ELIGIBILITY. Officers (salary grade E-3 and above) are eligible for
          participation in the Plan.

     1.5  ADMINISTRATION OF THE PLAN.

          (a)  The Plan is administered by the President and Chief Executive
               Officer of CMS Energy under the general direction 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 15th of the calendar year
               following the Performance Year, will review for approval proposed
               Annual Awards for all Officer 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 Plan, provided
               that such discretion will be to decrease or eliminate, not
               increase, Annual Awards in the case of any Code Section 162(m)
               Employees. 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). 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


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          Performance Factors shall be created by the Committee for each
          Performance Year. The table for Performance Year 2006 is set forth
          below.

               (a)  EPS COMPONENT. EPS performance shall constitute 33% of the
                    composite Plan Performance Factor. The 100% EPS goal for the
                    2006 performance year is $1.00 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 EPS Component unless at
                    least $.95 per share is achieved.

               (b)  CFCF COMPONENT. CFCF performance shall constitute 67% of
                    composite Plan Performance Factor. The 100% CFCF goal for
                    the 2006 performance year is$(300) million, and the CFCF
                    component shall decrease by 1% for each $2 million change in
                    performance. The CFCF component shall increase by 25% for
                    each $75 million increase in performance from $(300)
                    million. (Mathematical extrapolation shall be used for
                    actual results not shown in the table.) There will be no
                    payout under the CFCF component unless at least $(350)
                    million is achieved.

             COMPOSITE PERFORMANCE FACTORS FOR 2006 PERFORMANCE YEAR

<TABLE>
<CAPTION>
   CFCF
 COMPONENT
(MILLIONS)
EPS
COMPONENT     <$(350)    $(350)   $(300)   $(225)   $(150)   $(75)    $0
----------   ---------   ------   ------   ------   ------   -----   ----
<S>          <C>         <C>      <C>      <C>      <C>      <C>     <C>
$.94         No Payout      50%     67%      84%     101%     117%   134%
$.95            25%         75%     92%     109%     125%     142%   159%
$1.00           33%         83%    100%     117%     134%     150%   167%
$1.05           41%         92%    108%     125%     142%     159%   175%
$1.10           50%        100%    117%     133%     150%     167%   184%
$1.15           58%        108%    125%     142%     158%     175%   192%
$1.20           66%        116%    133%     150%     167%     183%   200%
</TABLE>

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  OFFICERS' ANNUAL AWARDS. Annual Awards for each eligible Officer will
          be based upon a standard award percentage of the Officer's Base Salary
          as in effect on January 1 of the Performance Year. The standard award
          percentages are set forth in the table below. The maximum amount that
          can be awarded under this Plan for any Code Section 162(m) Employee
          will not exceed $2.5 Million in any one Performance Year. The total
          amount of an Officer's Annual Award shall be computed according to the
          annual award formula set forth in Section 3.2.


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<TABLE>
<CAPTION>
                                       SALARY    STD AWARD AS A
              POSITION                  GRADE   % OF BASE SALARY
              --------                 ------   ----------------
<S>                                    <C>      <C>
President & CEO                          E-9            65%
Vice Chairman                            E-8            60%
President, Subsidiary - Ex Vice Pres     E-7            55%
President, Subsidiary - Ex Vice Pres     E-6            50%
Senior Vice President                    E-5            45%
Vice President                           E-4            40%
Vice President                           E-3            35%
</TABLE>

     3.2  Annual Awards for Officers will be calculated and made as follows:

          INDIVIDUAL AWARD = BASE SALARY TIMES
          STANDARD AWARD % 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 15th 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 4.2. 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 Officer is enrolled at the time the Committee makes
          the Annual Award.

     4.2  DEFERRED ANNUAL AWARDS.

          (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 Plan participant. A separate
               irrevocable election must be made no later than six months prior
               to the end of the Performance Year. Any Annual Award made by the
               Committee after termination of employment of a participant or
               retirement of a participant will be paid in accordance with any
               deferral election made within the enrollment period.

          (b)  At the time the participant makes a deferral election he or she
               must select the Payment Options (including the Payment Event as
               set forth at (c) below and the Payment Term as set forth at (d)
               below) applicable to the Deferred Annual Award for the
               Performance Year, as well as any earnings or income attributable
               to such amounts. The participant, at the time of the deferral
               election for the Performance Year must elect a payment event for
               the Deferred Annual Award. The Payment Options elected will apply
               only to that year's Deferred Annual Award and will not apply to
               any previous Deferred Annual Award or to any subsequent Deferred
               Annual Award.


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          (c)  The Payment Event elected can be either:

               (i)  Separation from Service for any reason other than death.
                    Payment will be made, or begin, in the later of: (1) January
                    of the year following the year of the Separation from
                    Service; or (2) the seventh month after the month of the
                    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
                    1 year after the last day of the applicable Performance
                    Year. Later installments, if any, will be paid in January of
                    the succeeding years.

          (d)  Payment Term. At the time of electing to defer an Annual Award,
               the participant must also elect how he or she wishes to receive
               any such payment from among the following options (the
               participant may elect a separate Payment Term for each Payment
               Event elected):

                    (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. The series of installment payments is to
                    be construed and treated as a right to a series of separate
                    payments. Each such separate 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 elected. Although
                    initially such installment payments will be identical,
                    actual payments may vary based upon investment performance.
                    For example, a series of 5 installment payments will result
                    in a payout of 1/5 of the account balance in the first
                    installment, 1/4 of the account balance (including
                    investment gains or losses since the first installment date)
                    in the second installment, etc.

          (e)  Changes to Payment Options. Once a Payment Option has been
               elected, subsequent changes which would accelerate the receipt of
               benefits from the Plan are not permitted, except as provided in
               Sections (h) through (j). A subsequent election to change the
               payment options related to a Payment Event, in order to delay a
               payment or to change the form of a payment, can only be made when
               both of the following conditions are satisfied:

                    (a) 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.

          (f)  Investments. At the time of electing to voluntarily defer
               payment, the participant must elect how the Deferred Annual Award
               will be treated by the Company or Subsidiary. To the extent that
               any amounts deferred are placed in a rabbi trust


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               with an independent record keeper, a participant who has
               previously deferred amounts under this Plan or any of the other
               Account Balance Plans of the Company will automatically have his
               or her existing investment profile apply to this deferral also.
               All determinations of the available investment options by the
               Plan Administrator are final and binding upon participants. A
               participant may change the investment elections subject to any
               restrictions imposed by the plan record keeper or by any
               applicable laws and regulations. Additional restrictions,
               including blackout periods and window periods are generally
               applicable with respect to elections relating to CMS Energy
               Common Stock to comply with any insider trading rules of the
               Securities and Exchange Commission. Prior to any establishment of
               a rabbi trust or selection of an independent record keeper, the
               participant must elect whether the Deferred Annual Award will be
               treated as invested, as applicable, in accordance with Paragraph
               I or Paragraph II below.

               I.   A Deferred Annual Award will be credited with the 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 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 b 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.

          (g)  The amount of any Deferred Annual Award is to be satisfied from
               the general corporate funds of the company on whose payroll the
               Plan participant was enrolled prior to the payout beginning and
               are subject to the claims of general creditors of that company.
               This is an unfunded nonqualified deferred compensation plan. To
               the extent the Company or Subsidiary, as applicable, 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 or Subsidiary, remain the property of the Company or
               Subsidiary 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 remain subject to the claims of the
               creditors of the Company or Subsidiary.

          (h)  Payment in the Event of an Unforeseeable Emergency. The
               Participant may request that payments commence immediately upon
               the occurrence of an Unforeseeable Emergency as that term is
               defined in Code Section 409A and any applicable regulations.
               Generally, an unforeseeable emergency is a severe


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               financial hardship resulting from an illness or accident of the
               Employee or the Employee's spouse or dependent, loss of property
               due to casualty, or other similar extraordinary and unforeseeable
               circumstances arising as a result of events beyond the control of
               the Employee. A distribution on account of unforeseeable
               emergency may not be made to the extent that such emergency is or
               may be relieved through reimbursement or compensation from
               insurance or otherwise, by liquidation of the Employee's assets
               (without causing severe financial hardship), or by cessation of
               deferrals under this arrangement, the Savings Plan or other
               arrangements. Distributions because of an unforeseeable emergency
               are limited to the amount reasonably necessary to satisfy the
               emergency need (after use of insurance proceeds, liquidation of
               assets, etc.) plus an amount to pay taxes reasonably anticipated
               as a result of the distribution. In the event any payment is made
               due to an unforeseeable emergency, all deferral elections for the
               current Plan Year will cease and the Participant will not be
               eligible to make any deferral elections under this Plan for the
               following Plan Year. For any Participant receiving a hardship
               withdrawal under the Savings Plan, all deferral elections under
               this Plan for the current Plan Year will cease and the
               Participant will not be eligible to make any deferral elections
               under this Plan for the following Plan Year.

          (i)  Payment Pursuant to the Terms of a Domestic Relations Order.
               Payment may be accelerated and made to a person other than the
               Participant to the extent so ordered by a Court applying
               applicable state domestic relations law to provide for the
               support, property settlement or welfare of a spouse, former
               spouse or child of the Participant. Notwithstanding the above, in
               no event may any amount that is not vested under this Plan be
               payable until such amount is properly vested.

          (j)  Conflicts of Interest. A payment will be made when necessary in
               order to comply with a certificate of divestiture (as defined in
               Code Section 1043(b)(2)).

          (k)  Payment in the Event Any Amount is Includible in Income. A
               payment will be made to the Participant at any time where the
               Plan fails to satisfy the requirements of Code Section 409A and
               any applicable regulations, and as a result the Participant is
               required to report taxable income. Such payment may not exceed
               the amount required to be included in income by the Participant
               as a result of the failure to comply with the requirements of
               Code Section 409A.

          (l)  Payment in Company Stock. Payments are made in cash except when
               the Participant is subject to any applicable restrictions imposed
               by any laws and regulations, including blackout periods and
               window periods generally applicable to the CMS Energy Common
               Stock Fund to comply with any insider trading rules of the
               Securities and Exchange Commission. At the Plan Administrator's
               discretion, amounts in the Company Stock Fund may be paid in
               Company stock rather than in cash.

     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


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               that the Participant dies prior to receipt of either a cash
               Annual Award or a 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 Annual
     Awards are made for the Performance Year.

     5.1  PRO-RATA ANNUAL AWARDS. A new Officer, whether hired or promoted to
          the position, or an Officer 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 Officer 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 Officer 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 Officer who resigns prior to payment (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 Officer or ill health in the immediate
          family, the Officer 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 Officer 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. An Officer who retires, is on disability or
          leave of absence and who becomes employed by a competitor of CMS
          Energy or Consumers Energy or their subsidiaries or affiliates prior
          to award payout will forfeit all rights to an Annual Award, unless
          prior approval of such employment has been granted by the Committee. A
          "competitor" shall mean


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          an entity engaged in the business of (1) selling (a) electric power or
          natural gas at retail or wholesale within the State of Michigan or (b)
          electric power at wholesale within the market area in which an
          electric generating plant owned by a subsidiary or affiliate of CMS
          Enterprises is located or (2) developing an electric generating plant
          within the State of Michigan or a market area in which an electric
          generating plant owned by a subsidiary or affiliate of CMS Enterprises
          is located.

VI.  MISCELLANEOUS

     6.1  IMPACT ON BENEFIT PLANS. Payments made under the Plan will be
          considered as earnings for the Supplemental Executive Retirement Plans
          (Salary Grades E-3 through E-9) 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 may amend or
          terminate the Plan at any time. Upon termination, any amount accrued
          under the Plan will remain in the Plan and be paid out in accordance
          with the Payment Elections previously selected. 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. The Company may terminate the Plan and accelerate any
          benefits under the Plan, at its discretion, if it acts consistent in
          all manners with the requirements of Code Section 409A and any
          applicable regulations with respect to when a terminated plan may
          accelerate payment to a Participant.

     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.

VII. AMENDMENT TO REFLECT CODE SECTION 409A

     7.1  PRIOR ELECTIONS. Certain one-time elections are permitted under Code
          Section 409A and the proposed regulations thereunder. Accordingly,
          each participant in the Plan (and all such Plans for prior years) may
          elect by December 16, 2005, (1) to receive all or a portion of the
          amounts in the account balance attributable to deferrals, to be paid
          prior to December 31, 2005, (2) to change or revoke a prior election
          for deferrals for


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          the 2005 Performance Year, and (3) to change his or her payment
          elections. Any change in the payment elections will be applied to the
          entire amount in the participant's account as of December 31, 2005.

     7.2  CODE SECTION 409A. Prior to December 31, 2006, this Plan will be
          amended, effective as of January 1, 2005, to comply with the
          requirements of Section 409A of the Code. Prior to that amendment, the
          Plan will be operated in good faith compliance with the provisions of
          Section 409A and IRS Notice 2005-1. While operating in good faith
          compliance, any provisions of the Plan that violate a provision of
          Section 409A will be changed in operation to conform to Section 409A.


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