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                                                                  EXHIBIT 10 (f)

                        PERFORMANCE INCENTIVE STOCK PLAN

The CMS Energy Corporation Performance Incentive Stock Plan, first effective
February 3, 1988, is hereby set forth as amended and restated effective June 1,
2004, and as further amended effective April 1, 2006 to ensure compliance with
the requirements of Internal Revenue Code Section 409A.

                               Article I. Purpose

The CMS Energy Corporation Performance Incentive Stock Plan (hereinafter called
the "Plan") is a Plan to provide incentive compensation to Eligible Persons,
based upon such Eligible Persons' individual contributions to the long- term
growth and profitability of the Corporation, and in order to encourage such
Eligible Persons to identify with shareholder concerns and their current and
continuing interest in the development and financial success of the Corporation.
Because it is expected that the efforts of the key employees, Directors or
advisors selected for participation in the Plan will have a significant impact
on the results of the Corporation's operations in future years, the Plan is
intended to assist the Corporation in attracting and retaining as key employees,
Directors or advisors individuals of superior ability and in motivating their
activities on behalf of the Corporation.

                             Article II. Definitions

2.1   Definitions: When used in the Plan, the following words and phrases shall
      have the following meanings:

      a.    "Beneficiary" means the beneficiary or beneficiaries designated to
            receive the amount, if any, payable under the Plan upon the death of
            a Participant.

      b.    "Board" means the Board of Directors of the Corporation.

      c.    "Committee" means the Compensation and Human Resources Committee of
            the Board, which shall be comprised in such a manner to comply with
            the requirements, if any, of the New York Stock Exchange or other
            applicable stock markets, Rule 16b-3 (or any successor rule) under
            the Securities Exchange Act of 1934, as amended, and Section 162(m)
            of the Internal Revenue Code of 1986, as amended.

      d.    "Common Stock" means the Common Stock of the Corporation as
            authorized for issuance in its Articles of Incorporation at the time
            of an award or grant under this Plan.

      e.    "Corporation" means CMS Energy Corporation, its successors and
            assigns, and each of its Subsidiaries, or any of them individually.

      f.    "Director" means any person who is a member of the Board of
            Directors of the Corporation or a Subsidiary.

      g.    "Eligible Person" means a key employee, non-employee Director or
            advisor. A key employee must at the end of the fiscal year be a
            regular full-time salaried employee of the Corporation or a
            Subsidiary, or, to the extent the Committee may determine, a person
            whose services to the Corporation terminated before the end of the
            fiscal year, who, in the opinion of the Committee, made a
            significant contribution to the Corporation or a Subsidiary.

      h.    "Incentive Option" means an option to purchase Common Stock of the
            Corporation which meets the requirements set forth in the Plan and
            also meets the definition of an Incentive Stock Option set forth in
            Section 422 of the Internal Revenue Code of 1986, as amended (the
            "Code").

      i.    "Non-Employee Director" means a member of the Board of Directors of
            the Corporation or a Subsidiary who is not currently an employee of
            the Corporation or a Subsidiary and has not been an employee of the
            Corporation or a Subsidiary within the preceding 3 years.

      j.    "Nonqualified Option" means an option to purchase Common Stock of
            the Corporation which meets the requirements set forth

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            in the Plan but does not meet the definition of an Incentive Stock
            Option set forth in Section 422 of the Code.

      k.    "Officers Incentive Compensation Plan" means the incentive
            compensation plan, including any amendments thereto, authorized and
            approved by the Board to provide incentive compensation to the
            Officers of the Corporation or a Subsidiary.

      l.    "Optionee" means any person to whom an option or right has been
            granted or who becomes a holder of an option or right under Article
            VI of the Plan.

      m.    "Participant" means a person to whom a grant or award has been made
            which has not been paid, forfeited, or otherwise terminated or
            satisfied under the Plan, or a person included under the Management
            Stock Purchase Plan.

      n.    "Performance Criteria" are the factors used by the Committee to
            establish goals to track business measures such as net earnings;
            operating earnings or income; earnings growth; net income (absolute
            or competitive growth rates comparative); cash flow (including
            operating cash flow, free cash flow, discounted cash flow return on
            investment, and cash flow in excess of cost of capital); earnings
            per share; stock price (absolute or peer-group comparative); total
            shareholder return; absolute and/or relative return on common
            shareholders equity; return on shareholders equity (absolute or
            peer-group comparative); absolute and/or relative return on capital;
            absolute and/or relative return on assets; economic value added
            (income in excess of cost of capital); customer satisfaction;
            expense reduction; sales; or ratio of operating expenses to
            operating revenues.

      o.    "Performance Unit" means a contractual right granted to a
            Participant pursuant to Article VIII to receive a designated dollar
            value equal to the value established by the Committee and subject to
            such terms and conditions as are set forth in this Plan and the
            applicable grant.

      p.    "Phantom Share" means a contractual right granted to a Participant
            pursuant to Article VIII to receive an amount equal to the
            Appreciation Value at such time, and subject to such terms and
            conditions as are set forth in this Plan and the applicable grant.

      q.    "Restricted Common Stock" means Common Stock delivered subject to
            the restrictions described in Article VII.

      r.    "Restricted Stock Unit" means a bookkeeping account established
            pursuant to a matching grant to a Participant, as described in
            Article VIII, that is (a) credited with amounts equal to Shares or
            some other unit of measurement specified in the award, (b) subject
            to restrictions and (c) payable in cash or shares.

      s.    "Shareholders" means the shareholders of the Corporation.

      t.    "Stock Appreciation Right" shall mean a right, granted in
            conjunction with a Stock Option, to surrender the Stock Option and
            receive the appreciation in value of the optioned shares over the
            option price.

      u.    "Stock Option" means an option to purchase shares of Common Stock,
            granted pursuant to this Plan.

      v.    "Subsidiary" means a corporation, domestic or foreign, 50 percent or
            more of the voting stock of which is owned directly or indirectly by
            the Corporation.

   Article III. Effective Date. Duration, Scope and Administration of the Plan

3.1   This Plan shall be effective June 1, 2004, conditioned upon approval of
      the shareholders of the Corporation, and shall continue until May 31,
      2009.

3.2   The Committee shall have full power and authority to construe, interpret
      and administer the Plan. All decisions, actions or interpretations of the
      Committee shall be final, conclusive and binding upon all parties. If any
      person objects to any such interpretation or action formally or
      informally, the expenses of the Committee and its agents and counsel shall
      be chargeable against any amounts otherwise payable under the Plan to or
      on account of the Participant or Optionee.

3.3   No member of the Committee shall be personally liable by reason of any
      contract or other instrument executed by him or on his behalf in his
      capacity as a member of the Committee nor for any mistake of judgment made
      in good faith, and the Corporation shall indemnify and hold harmless each
      member of the Committee and each other officer, employee or director of
      the Corporation to whom any duty or power relating to the administration
      or interpretation of the Plan may be allocated or delegated, against any
      cost or expense (including counsel fees) or liability (including any sum
      paid in settlement of a claim with the approval of the


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      Board) arising out of any act or omission to act in connection with the
      Plan unless arising out of such person's own fraud or bad faith.

                  Article IV. Participation, Awards and Grants

4.1   Each year the Committee shall designate as Participants and/or Optionees
      in the Plan those Eligible Persons who, in the opinion of the Committee,
      have significantly contributed to the Corporation.

4.2   Each year, the Committee may award shares of Common Stock, Restricted
      Stock Units, and/or may grant Phantom Shares, Performance Units, Stock
      Options which qualify as "Incentive Stock Options" within the meaning of
      Section 422 of the Code or Stock Options which do not qualify as Incentive
      Stock Options and/or Stock Appreciation Rights for use in connection with
      Stock Options to each Eligible Person whom it has designated as an
      Optionee or Participant for such year. No Incentive Stock Option will be
      granted to an Eligible Person who is not a full or part-time employee of
      the Corporation or a subsidiary of the Corporation.

4.3   Awards of Common Stock or Restricted Stock Units and grants of Stock
      Options (with or without Stock Appreciation Rights), Phantom Shares or
      Performance Units may be made, without amending the Plan, to Eligible
      Persons who are foreign nationals or employed outside the United States or
      both, on such terms and conditions different from those specified in the
      Plan as may, in the judgment of the Committee, be necessary or desirable
      to further the purposes of the Plan or to accommodate differences in local
      law, tax policy or custom. Moreover, the Committee may approve such
      supplements to or alternative versions of the Plan as it may consider
      necessary or appropriate for such purposes without thereby affecting the
      terms of the Plan as in effect for any other purpose; provided, however,
      no such supplement or alternative version shall: (a) increase the number
      of available shares of Common Stock under Section 5.1; or (b) increase the
      limitations contained in Section 5.3.

                    Article V. Shares Reserved Under the Plan

5.1   There is hereby reserved for award under this Plan 6 million whole shares
      of Common Stock, less the number of shares awarded, granted or purchased
      under the provisions of this Plan which have not been forfeited. To the
      extent permitted by law or the rules and regulations of any stock exchange
      on which the Common Stock is listed, shares of Common Stock with respect
      to which payment or exercise is in cash as well as any shares or options
      which are forfeited may thereafter again be awarded or made subject to
      grant under the Plan. The number of shares made available for option and
      sale under Article VI of this Plan plus the number of shares awarded under
      Article VII of this Plan plus the number of shares awarded or purchased
      under Article VIII of this Plan will not exceed, at any time, the number
      of shares of Common Stock reserved pursuant to this Article V.

5.2   If a dividend shall be declared upon the Common Stock payable in shares of
      Common Stock, the number of shares of Common Stock then subject to any
      such option and the number of shares reserved for issuance pursuant to the
      Plan but not yet covered by an option shall be adjusted by adding to each
      such option or share the number of shares which would be distributable
      thereon if such share had been outstanding on the date fixed for
      determining the shareholders entitled to receive such stock dividend. In
      the event that the outstanding shares of the Common Stock shall be changed
      into or exchanged for a different number or kind of shares of stock or
      other securities of CMS Energy Corporation or of another corporation,
      whether through reorganization, recapitalization, stock split-up,
      combination of shares, merger or consolidation or otherwise, then there
      shall be substituted for each share of Common Stock subject to any such
      option and for each share of Common Stock reserved for issuance pursuant
      to the Plan but not yet covered by an option, the number and kind of
      shares of stock or other securities into which each outstanding share of
      Common Stock shall be so changed or for which each such share shall be
      exchanged. In the event there shall be any change, other than as specified
      above in this Section 5.2, in the number or kind of outstanding shares of
      Common Stock of the Corporation or of any stock or other securities into
      which such Common Stock shall have been changed or for which it shall have
      been exchanged, then if the Committee shall in its sole discretion
      determine that such change equitably requires an adjustment in the number
      or kind of shares theretofore reserved for issuance pursuant to the Plan
      but not yet covered by an option and of the shares then subject to an
      option or options, such adjustment shall be made by the Committee and
      shall be effective and binding for all purposes of the Plan and each Stock
      Option agreement. In the ease of any such substitution or adjustment as
      provided for in this paragraph, the option price in each Stock Option
      agreement for each share covered thereby prior to such substitution or
      adjustment will be the option price for all shares of stock or other
      securities which shall have been substituted for such share or to which
      such share shall have been adjusted pursuant to this section. No
      adjustment or substitution provided for in this Section 5.2 shall require
      the Corporation in any Stock Option agreement to sell a fractional share,
      and the total substitution or adjustment with respect to each Stock Option
      agreement shall be limited accordingly.


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5.3   Individual Grant Limit: The combined maximum shares awarded or granted for
      any one Eligible Person for any one year under this Plan, excluding (a)
      any shares or Restricted Share Units purchased or awarded under the
      Management Stock Purchase Plan in Section 8.3 and (b) any Performance
      Units awarded under Section 8.2, will not exceed 250,000 shares of Common
      Stock.

             Article VI. Stock Options and Stock Appreciation Rights

6.1   The Committee may from time to time provide for the option and sale of
      shares of Common Stock, which may consist in whole or in part of the
      authorized and unissued Common Stock of the Corporation.

6.2   Optionees: The Committee shall determine and designate from time to time,
      in its discretion, those Eligible Persons to whom Stock Options and Stock
      Appreciation Rights are to be granted and who thereby become Optionees
      under the Plan.

6.3   Allotment of Shares: The Committee shall determine and fix the number of
      shares of Common Stock subject to options to be offered to each Optionee.

6.4   Option Price: The Committee shall establish the option price at the time
      any option is granted at not less than 100% of the fair market value of
      the stock on the date on which such option is granted; provided, however,
      that with respect to an Incentive Option granted to an employee who at the
      time of the grant owns (after applying the attribution rules of Section
      425(d) of the Code) more than 10% of the total combined voting stock of
      the Corporation or of any parent or Subsidiary, the option price shall not
      be less than 110% of the fair market value of the stock subject to the
      Incentive Option on the date such option is granted. In no event shall
      Options previously granted under this Plan be re-priced by reducing the
      exercise price thereof, nor shall Options previously granted under this
      Plan be cancelled and replaced by a subsequent re-grant under this Plan of
      Options having an exercise price lower than the options so cancelled.

6.5   Stock Appreciation Rights: At the discretion of the Committee, any Stock
      Option granted under this Plan may, at the time of such grant, include a
      Stock Appreciation Right. A Stock Appreciation Right shall pertain to, and
      be granted only in conjunction with, a related underlying Stock Option,
      and shall be exercisable only at the time and to the extent the related
      underlying Stock Option is exercisable and only if the fair market value
      of the Common Stock of the Corporation exceeds the Stock Option price in
      the related underlying Stock Option. An Optionee who is granted a Stock
      Appreciation Right may elect to surrender the related underlying Stock
      Option with respect to all or part of the number of shares subject to the
      related underlying Stock Option and exercise in lieu thereof the Stock
      Appreciation Right with respect to the number of shares as to which the
      Stock Option is surrendered.

      The exercise of the underlying Stock Option shall terminate the related
      Stock Appreciation Right to the extent of the number of shares purchased
      upon exercise of the underlying Stock Option. The exercise of a Stock
      Appreciation Right shall terminate the related underlying Stock Option to
      the extent of the number of shares with respect to which the Stock
      Appreciation Right is exercised. Upon exercise of a Stock Appreciation
      Right, an Optionee shall be entitled to receive, without payment to the
      Company (except for applicable withholding taxes), an amount equal to the
      excess of (i) the then aggregate fair market value of the number of shares
      with respect to which the Optionee exercises the Stock Appreciation Right,
      over (ii) the aggregate Stock Option price per share for such number of
      shares. Such amount may be paid by the Corporation, at the election of the
      Optionee, in cash, Common Stock of the Corporation or any combination
      thereof; provided, however, that the Committee shall have sole discretion
      to approve or disapprove an election of an Optionee to receive cash upon
      exercise of a Stock Appreciation Right.

6.6   Granting and Exercise of Stock Options and Stock Appreciation Rights: The
      granting of Stock Options and Stock Appreciation Rights hereunder shall be
      effected in accordance with determinations made by the Committee pursuant
      to the provisions of the Plan, by execution of instruments in writing in
      form approved by the Committee. The Committee may grant Stock Options that
      provide for the grant of a subsequent restoration Stock Option if the
      exercise price has been paid for by tendering shares to the Company. Any
      restoration Stock Option shall be for the number of shares tendered in
      exercising the predecessor option. The restoration Stock Option exercise
      price shall be the then-current Fair Market Value, and the term of such
      restoration option may not extend beyond the remaining term of the
      original option.

      Each Stock Option and Stock Appreciation Right granted hereunder shall be
      exercisable at any such time or times or in any such installments as may
      be determined by the Committee at the time of the grant, subject to the
      limitation that for each Incentive Option and related Stock Appreciation
      Right granted, a maximum of $100,000 (based on the price at the date of
      grant) may be exercised per year, plus any unused carry-over from a
      previous year(s). Except as provided in Section 6.10 and 6.11, Stock
      Options and Stock Appreciation Rights may be exercised only while the
      Optionee is an employee, Non-Employee Director or advisor of the
      Corporation.


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      Successive Stock Options and Stock Appreciation Rights may be granted to
      the same Optionee, whether or not the Stock Option(s) and Stock
      Appreciation Right(s) previously granted to such Optionee remain
      unexercised. An Optionee may exercise a Nonqualified Option or related
      Stock Appreciation Right, if then exercisable, notwithstanding that Stock
      Options and Stock Appreciation Rights previously granted to such Optionee
      remain unexercised.

6.7   Payment of Stock Option Price: At the time of the exercise in whole or in
      part of any Stock Option granted hereunder, payment of the option price in
      full in cash or in Common Stock of the Corporation shall be made by the
      Optionee for all shares so purchased. No Optionee shall have any of the
      rights of a Shareholder of the Corporation under any such Stock Option
      until the actual issuance of shares to said Optionee, and prior to such
      issuance no adjustment shall be made for dividends, distributions or other
      rights in respect of such shares, except as provided in Section 5.2.

6.8   Nontransferability of Stock Options and Stock Appreciation Rights: No
      Stock Option or Stock Appreciation Right granted under the Plan to an
      Optionee shall be transferable by such Optionee otherwise than by will,
      pursuant to a valid Domestic Relations Order which limits the rights of
      the alternate payee to those available to the Optionee, or by the laws of
      descent and distribution except that the Optionee may transfer to an
      immediate family member or a family trust for estate planning purposes,
      and such Stock Option and Stock Appreciation Right shall be exercisable,
      during the lifetime of the Optionee, only by the Optionee or by a member
      of such Optionee's immediate family or by the family trust.

6.9   Term of Stock Options and Stock Appreciation Rights: If not sooner
      terminated, each Stock Option and Stock Appreciation Right granted
      hereunder shall expire not more than ten years from the date of the
      granting thereof; provided, that with respect to an Incentive Option and a
      related Stock Appreciation Right granted to an Optionee who, at the time
      of the grant, owns (after applying the attribution rules of Section 425(d)
      of the Code) more than 10% of the total combined voting stock of all
      classes of stock of the Corporation or of any parent or Subsidiary, such
      Incentive Option and Stock Appreciation Right shall expire not more than
      five years after the date of granting thereof.

6.10  Termination of Employment: If the employment of an Optionee by the
      Corporation shall be terminated due to either the voluntary resignation of
      the employee or for cause, any outstanding Stock Option or Stock
      Appreciation Right granted to such Optionee shall terminate. If the
      employment of an Optionee shall be terminated due to the Optionee's death,
      any Stock Option or Stock Appreciation Right, transferred to a family
      trust or by will or by the laws of descent and distribution, may be
      exercised for one year following the date of the Optionee's death. If the
      employment of an Optionee shall otherwise terminate such as due to
      dismissal, a reorganization, retirement from active employment or service
      with the Corporation after age 55, or the disability of the Optionee, the
      Optionee may exercise any outstanding Stock Option or Stock Appreciation
      Right for one year following the date of the termination of employment. In
      such event, except upon the disability of the Optionee, any outstanding
      Incentive Option or related Stock Appreciation Right may be exercised for
      only three months following an Optionee's termination of employment.
      Notwithstanding the foregoing, any Stock Option, Incentive Stock Option or
      Stock Appreciation Right, the exercise of which has been extended pursuant
      to this Section 6.10, shall immediately terminate upon the Optionee's
      acceptance of an offer of employment with a competitor of the Corporation
      as determined by the Committee in its sole discretion. In no event,
      however, shall a Stock Option or Stock Appreciation Right be exercisable
      subsequent to its expiration date and, furthermore, a Stock Option or
      Stock Appreciation Right may only be exercised after termination of an
      Optionee's employment to the extent exercisable on the date of termination
      of employment.

6.11  Termination of Service: If a Non-Employee Director ceases to be a member
      of the Board for any reason, or if an advisor no longer provides service
      to the Corporation, the Non-Employee Director or advisor may exercise any
      Option or related Stock Appreciation Right for one year following such
      termination of service. In no event, however, shall a Stock Option or
      Stock Appreciation Right be exercisable subsequent to its expiration date
      and, furthermore, a Stock Option or Stock Appreciation Right may only be
      exercised after termination of an Optionee's service to the extent
      exercisable on the date of termination of service. Further, no Stock
      Option or related Stock Appreciation Right may be exercised after such
      termination of service, except within a time period provided in this
      Section 6.11.

6.12  Investment Purpose: Any shares of Common Stock subject to option under the
      Plan may be made subject to such other restrictions as the Committee deems
      advisable, including without limitation provisions to comply with Federal
      and state securities laws. In making determinations of legal requirements
      the Committee shall rely on an opinion of counsel for the Corporation.

6.13  Withholding Payments: If upon the exercise of a Nonqualified Option and/or
      a Stock Appreciation Right or as a result of a disqualifying disposition
      (within the meaning of Section 422 of the Code) of shares acquired upon
      exercise of an Incentive Option,


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      there shall be payable by the Corporation any amount for income tax
      withholding, either the Corporation shall appropriately reduce the amount
      of stock or cash to be paid to the Optionee or the Optionee shall pay such
      amount to the Corporation to reimburse it for such income tax withholding.

6.14  Restrictions on Sale of Shares: If, at the time of exercise of any Stock
      Option or Stock Appreciation Right granted hereunder, the Corporation is
      precluded by any legal, regulatory or contractual restriction from selling
      and/or delivering shares pursuant to the terms of such Stock Option or
      Stock Appreciation Right, the sale and delivery of the shares may be
      delayed until the restrictions are resolved and only cash may be paid upon
      exercise of the Stock Appreciation Right. At any time during such delay,
      the Committee, in its discretion, may permit the Optionee to revoke a
      Stock Option exercise, in which event any corresponding Stock Appreciation
      Right shall be reinstated.

6.15  Compliance With Rule 16b-3: Notwithstanding any other provision of the
      Plan to the contrary, the administration of the Plan and the grant,
      exercise and terms of Stock Appreciation Rights hereunder shall comply
      with Rule 16b-3, or any successor rule, under the Securities Exchange Act
      of 1934, as amended (the "Exchange Act").

                      Article VII. Restricted Common Stock

7.1   Awards: The Committee may from time to time award restricted shares of
      Common Stock to any Eligible Person it has designated as a Participant for
      such year. Awards shall be made to Eligible Persons in accordance with
      such rules as the Committee may prescribe. The Committee may also award
      restricted shares of Common Stock conditioned on the attainment of a
      performance goal that relates to Shareholder return, measured by
      Performance Criteria as determined by the Committee as set forth in the
      award.

7.2   Restrictions:

      a.    Any shares of Common Stock awarded or issued under the Plan may be
            made subject to such other restrictions as the Committee deems
            advisable, including without limitation provisions to comply with
            Federal and state securities laws. In making determinations of legal
            requirements the Committee shall rely on an opinion of counsel for
            the Corporation. The restrictions with respect to the Common Stock
            awarded will extend for such period, or periods, of at least twelve
            months from and after the date of the award, as may be determined
            for each award by the Committee (the Award Period). After shares are
            awarded under the Plan, the Committee may not, at a later date, add
            additional restrictions or extend the length of the award period.
            Notwithstanding the foregoing, the restrictions shall terminate upon
            the death of the Participant.

      b.    Whenever shares of Common Stock are awarded to a Participant, such
            shares shall be outstanding, and stock certificates shall be issued
            in the name of the Participant, which certificates may bear a legend
            stating that the shares are issued subject to the restrictions set
            forth in the Plan. All certificates issued for shares of Common
            Stock awarded under the Plan shall be deposited for the benefit of
            the Participant with the Secretary of the Corporation as custodian
            until such time as the shares are vested and transferable.

      c.    A Participant who is awarded shares of Common Stock under the Plan
            shall have full voting rights on such shares, whether or not the
            shares are vested or transferable.

      d.    Shares of Common Stock awarded to a Participant under the Plan,
            whether or not vested or transferable, may have full dividend rights
            as determined by the Committee. However, if shares or securities are
            issued as a result of a merger, consolidation or similar event, such
            shares shall be issued in the same manner, and subject to the same
            deposit requirements, vesting provisions and transferability
            restrictions as the shares of Common Stock which have been awarded.

      e.    Deliveries of Restricted Common Stock by the Corporation may consist
            in whole or in part of the authorized and unissued Common Stock of
            the Corporation (at such time or times and in such manner as it may
            determine). The Restricted Common Stock shall be paid and delivered
            as soon as practicable after the award period in accordance with
            Section 7.3.

      f.    The shares may not be sold, exchanged, transferred, pledged,
            hypothecated, or otherwise disposed of by the Participant until
            their release. However, nothing herein shall preclude a Participant
            from making a gift of any shares of Restricted Common Stock to a
            spouse, child, stepchild, grandchild, parent or sibling, or legal
            dependent of the Participant or to a trust of which the beneficiary
            or beneficiaries of the corpus and the income shall be either such a
            person or the Participant; provided that, the Restricted Common
            Stock so given shall remain subject to the restrictions, obligations
            and conditions described in this Article VII.


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      g.    If a Participant has received an award pursuant to the provisions of
            the Plan, is employed by the Corporation or remains a Non-Employee
            Director or is an advisor at the end of the award period and the
            performance goals have been met, then the Participant shall be fully
            vested, at the end of the award period, in the shares of Common
            Stock awarded to the Participant for that award period.

      h.    In the event of termination of employment of an employee Participant
            or termination of service of a Non-Employee Director or advisor
            prior to the last day of an award period for any reason other than
            Participant's death, retirement of a Participant from active
            employment or service with the Corporation after age 55
            ("Retirement"), or disability of a Participant., all rights to any
            shares of Restricted Common Stock held in a deposit account with
            respect to such award, including any additional shares issued with
            respect to such shares as described in subsection 7.2d above shall
            be forfeited to the Corporation. However, the Committee may, if the
            Committee determines that circumstances warrant such action, vest
            all or a portion of such outstanding awards and approve the
            immediate distribution of all vested Common Stock that would
            otherwise be forfeited. Alternatively, the Committee may, if the
            Committee determines that circumstances warrant such action,
            instruct that such shares of Restricted Common Stock shall continue
            to be held by the Corporation in a deposit account until any
            performance restrictions have been satisfied or the shares are
            forfeited for failure to satisfy such performance restrictions.

7.3   Distribution of Restricted Common Stock

      a.    Distribution After Award Period: Except as otherwise provided,
            distribution of vested awards of Common Stock shall be made as soon
            as practicable after the last day of the applicable award period in
            the form of full shares of Common Stock, with fractional shares, if
            any, being awarded in cash.

      b.    Distribution After Death of Participant: Upon the death of the
            Participant, either before or after retirement, any shares of
            Restricted Common Stock then held shall, subject to this Article
            VII, be delivered within a reasonable time under the circumstances
            to Participant's Beneficiary or, in the absence of an appropriate
            Beneficiary designation to the Participant's estate, in such one or
            more installments as the Committee may then determine.

      c.    Distribution After Retirement or Disability: Upon termination of a
            Participant due to Retirement or disability, any shares awarded not
            less than 12 months prior to termination shall continue to be held
            by the Corporation in a deposit account until any performance
            restrictions have been satisfied or the shares are forfeited for
            failure to satisfy such performance restrictions. The Committee may,
            at its discretion and in exceptional circumstances, waive the
            requirement that the shares be awarded not less than 12 months prior
            to such termination. If such outstanding shares awarded to the
            Participant are subject only to time based vesting and not to any
            additional performance criteria, then such shares shall be delivered
            to the Participant as soon as practicable after such termination.
            Notwithstanding the above, if an employee Participant accepts an
            offer of employment with a competitor of the Corporation as
            determined by the Committee in its sole discretion, all shares that
            have not been distributed as of that date shall terminate and be
            forfeited by the Participant.

7.4   Designation of Beneficiaries

      If a Participant dies prior to the receipt in full of any award under the
      Plan to which the Participant is entitled, the award shall be distributed
      to the Participant's Beneficiary or, in the absence of a Beneficiary
      designation, to the Participant's estate. The designation of a Beneficiary
      shall be made in writing on a form prescribed by and filed with the
      Committee prior to the Participant's death. If the Committee is in doubt
      as to the right of any person to receive such amount, the Committee may
      retain such amount, without liability for any interest thereon, until the
      rights thereto are determined, or the Committee may pay such amount into
      any court of appropriate jurisdiction and such payment shall be a complete
      discharge of the liability of the Plan and the Corporation therefor.

7.5   Transferability: Subject to the provision of this Article VII, shares of
      Common Stock awarded to a Participant will become freely transferable by
      the Participant only at the end of the award period established with
      respect to such shares.

7.6   Distribution to Person Other Than Employee: If the Committee shall find
      that any person to whom any award is payable under this Article VII of the
      Plan is unable to care for such person's affairs because of illness or
      accident, or is a minor, or has died, then any payment due Participant or
      Participant's estate (unless a prior claim therefor has been made by a
      duly appointed legal representative), may, if the Committee so directs the
      Corporation, be paid to Participant's spouse, a child, a relative, an
      institution maintaining or having custody of such person, or any other
      person deemed by the Committee to be a proper recipient on behalf of


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<PAGE>

      such person otherwise entitled to payment. Any such payment shall be a
      complete discharge of the liability of the Committee and the Corporation
      therefor.

7.7   Restricted Common Stock for employee Participants is intended to
      constitute an unfunded deferred compensation arrangement for a select
      group of management or highly compensated personnel.

7.8   A forfeiture of shares of Common Stock pursuant to subsection 7.2h of the
      Plan shall effect a complete forfeiture of voting rights, dividend rights
      and all other rights relating to the award or grant as of the date of
      forfeiture.

7.9   Each distribution of Common Stock under this Article VII of the Plan shall
      be made subject to such federal, state and local tax withholding
      requirements as apply on the distribution date. For this purpose, the
      Committee may provide for the withholding of shares of Common Stock or
      allow a Participant to pay to the Corporation funds sufficient to satisfy
      such withholding requirements.

Article VIII. Phantom Shares, Performance Units, Restricted Stock Units and
Management Stock Purchase Plan

8.1   Phantom Shares.

      a.    Grants of Phantom Shares. The Committee may from time to time grant
            Phantom Shares, the value of which is determined by reference to a
            share of Common Stock on terms and conditions as the Committee, in
            its discretion, may from time to time determine. Each grant of
            Phantom Shares shall specify the number of Phantom Shares granted,
            the Initial Value of such Phantom shares which shall not be less
            than 100% of the Fair Market Value of the Common Stock as of the
            date of grant, the Valuation Dates, the number of Phantom Shares
            whose appreciation value shall be determined on each such Valuation
            Date, any applicable vesting schedule for such Phantom Shares, and
            any applicable limitation on payment for such Phantom Shares.

      b.    Appreciation Value.

            (i)   Valuation Dates; Measurement of Appreciation Value. The
                  Committee shall provide for one or more Valuation Dates on
                  which the Appreciation Value of the Phantom Shares granted
                  shall be measured and fixed, and shall designate the number of
                  such Phantom Shares whose Appreciation Value is to be
                  calculated on each such Valuation Date.

            (ii)  Payment of Appreciation Value. Except as otherwise provided in
                  this Section 8.1, the Appreciation Value of a Phantom Share
                  shall be paid to a Participant in cash in a lump sum as soon
                  as practicable following the Valuation Date applicable to such
                  Phantom Share. The Committee may in its discretion, establish
                  and set forth a maximum dollar amount payable under the Plan
                  for each Phantom Share granted.

            (iii) The Committee may, in its discretion, provide that Phantom
                  Shares shall vest (subject to such terms and conditions as the
                  Committee may provide in the award) over such period of time,
                  from the date of grant, as may be specified in a vesting
                  schedule contained in the grant.

            (iv)  Termination. In the event of termination of employment of an
                  employee Participant or termination of service of a
                  non-Employee Director or advisor prior to one or more
                  Valuation Dates, unless the Committee in its discretion
                  determines otherwise, the Appreciation Value for any Phantom
                  Share to which the Participant's Rights are vested, shall be
                  the lesser of the Appreciation Value as of the termination
                  date or the Appreciation Value of such Phantom Share
                  calculated as of the originally scheduled Valuation Date
                  applicable thereto in accordance with Section 8.1(b)(i).
                  Unless the Committee, in its discretion determines otherwise,
                  the Appreciation Value so determined for each such vested
                  outstanding Phantom Share shall then be payable to the
                  Participant or the Participant's estate following the
                  originally scheduled Valuation Date applicable thereto in
                  accordance with Section 8.1(b)(ii). Upon a termination as
                  described in this Section 8.1(b)(iv), all rights with respect
                  to Phantom Shares that are not vested as of such date will be
                  relinquished.

8.2   Performance Units. The Committee may, in its discretion, grant Performance
      Units to Eligible Persons. Each Performance Unit will have an initial
      value that is established by the Committee at the time of grant and
      credited to a bookkeeping account established for the Participant, but no
      Participant shall be granted Performance Units during any one fiscal year
      with an initial value in excess of $2.5 million. The Committee will set
      performance periods and objectives and other terms and conditions of the
      grant based upon Performance Criteria as determined by the Committee that,
      depending upon the extent to which they are met, will determine the value
      of Performance Units that will be paid out to the Participant. The
      Committee may pay earned Performance Units in cash, Common Stock or a
      combination thereof.


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<PAGE>

      Unless otherwise set forth in the grant, in the event the employment of an
      employee Participant is terminated during a performance period due to
      death, disability or retirement under the provisions of the Pension Plan
      the Participant will receive a prorated payout of Performance Units. In
      the event the employment is terminated for any other reason, then all
      Performance Units will be forfeited. If the service of a Non-Employee
      Director or advisor is terminated during a performance period, the
      Participant will receive a prorated payout of Performance Units.
      Notwithstanding the above, no payouts will be made to the extent that
      objectives other than the duration of the performance period have not been
      met except to the extent that the Committee in its discretion decides to
      waive any such other achievement or objectives.

8.3   Management Stock Purchase Plan. The Committee may permit select employee
      Participants to elect to receive all or a portion of their incentive
      payment under the Officer's Incentive Compensation Plan in the form of
      cash, shares of Restricted Common Stock, shares of Restricted Stock Units
      or a combination of these and any such election of Restricted Common Stock
      and/or Restricted Stock Units shall be referred to for purposes of this
      Plan as a purchase. The Committee may also award additional shares of
      Restricted Common Stock or Restricted Stock Units to such select
      Participants who elect to receive their incentive payment in the form of
      Common Stock or Restricted Stock Units, provided that the value of all
      such additional Common Stock and Restricted Stock Units awarded to any one
      Participant will not exceed $2.5 million for any fiscal year. Shares of
      Common Stock and Restricted Stock Units will be granted under and governed
      by the terms and conditions of this Plan (other than the limitations with
      respect to maximum shares under Section 5.3) as well as any terms of the
      grant. Each grant will set forth the extent to which the Participant has
      the right to retain unvested Restricted Common Stock or Restricted Stock
      Units after his or her termination of employment with the Corporation or a
      Subsidiary. These terms will be determined by the Committee in its sole
      discretion, need not be uniform among all grants, and may reflect, among
      other things, distinctions based on the reasons for termination of
      employment.

           Article IX. Amendment, Duration and Termination of the Plan

9.1   Duration of Plan. No grants or awards may be made under this Plan after
      May 31, 2009. Any grant or award effective on or prior to May 31, 2009
      will be continue to vest and otherwise be effective after the expiration
      of this Plan in accordance with the terms and conditions of this Plan as
      well as any requirements set forth in the grant or award.

9.2   Right To Amend, Suspend or Terminate Plan: Except as provided in Section
      9.5 below, the Board reserves the right at any time to amend, suspend or
      terminate the Plan in whole or in part and for any reason and without the
      consent of any Optionee, Participant or Beneficiary; provided, that no
      such amendment shall:

      a.    Change the Stock Option price or adversely affect any Stock Option
            or Stock Appreciation Right outstanding under the Plan on the
            effective date of such amendment or termination, or

      b.    Adversely affect any award or grant then in effect or rights to
            receive any amount to which Participants or Beneficiaries have
            become entitled prior to such amendment, or

      c.    Unless approved by the Shareholders of the Corporation, increase the
            aggregate number of shares of Common Stock reserved for award or
            grant under the Plan, change the group of Eligible Persons under the
            Plan or materially increase benefits to Eligible Persons under the
            Plan.

9.3   Periodic Review of Plan: In order to assure the continued realization of
      the purposes of the Plan, the Committee shall periodically review the
      Plan, and the Committee may suggest amendments to the Board as it may deem
      appropriate.

9.4   Amendments May Be Retroactive: Subject to Section 9.1 above, any
      amendment, modification, suspension or termination of any provisions of
      the Plan may be made retroactively.

9.5   Change in Control: Notwithstanding any other provisions in the Plan, in
      the event of a Change in Control as defined under any written employment
      contract or agreement between the Corporation or a subsidiary and an
      Officer of the Corporation or a subsidiary, awards of Common Stock granted
      under this Plan, as well as grants of any Performance Units, Restricted
      Stock Units and the Appreciation Value of Phantom Shares, shall vest to
      the extent, if any, provided for in the written employment agreement or
      contract or in such separate contractual arrangement relating to such an
      award or grant as may exist from time to time. Notwithstanding any other
      provisions of the Plan, the provisions of this Section 9.5 may not be
      amended after the date a Change in Control occurs.


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<PAGE>

9.6   Code Section 409A: Prior to December 31, 2006, this Plan will be further
      amended, effective January 1, 2005, if necessary to ensure compliance with
      the requirements of Section 409A of the Code. Prior to that amendment, if
      any, the Plan will be operated in good faith compliance with the
      provisions of Section 409A and related regulations. While operating in
      good faith compliance, any provisions of the Plan that violate provisions
      of Section 409A will be changed in operation to conform to Section 409A.

                          Article X. General Provisions

10.1  Rights to Continued Employment, Award or Option: Nothing contained in the
      Plan or in any grant or award under this Plan shall give any employee the
      right to be retained in the employment of the Corporation or affect the
      right of the Corporation to terminate the employee's employment at any
      time. The adoption of the Plan shall not constitute a contract between the
      Corporation and any employee. No Eligible Person who is an employee shall
      receive any right to be granted an option, right or award hereunder nor
      shall any such option, right or award be considered as compensation under
      any employee benefit plan of the Corporation.

10.2  Governing Law: The provisions of this Plan and all rights thereunder shall
      be governed by and construed in accordance with the laws of the State of
      Michigan.

IN WITNESS WHEREOF, execution is hereby effected.

ATTEST:                                 CMS ENERGY CORPORATION

     /s/ Catherine M. Reynolds          By:      /s/ David W. Joos
-----------------------------------         -----------------------------------
         Secretary                                   Chief Executive Officer


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