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SUPPLEMENTAL EXECUTIVE RETIREMENT
PLAN FOR EMPLOYEES OF
CMS ENERGY / CONSUMERS ENERGY COMPANY
 INTRODUCTION
    SECTION I. DEFINITIONS
  Accrued
Supplemental
Executive
Retirement
Income
    
    Means the Supplemental Executive Retirement Income beginning at
the first of the month following attainment of age 65, which
would be payable to a Participant at the rates provided in
subsection 1 of Section V, on the basis of his Accredited Service
and Preference Service rendered to the date of computation.Accredited Service
    
    The period of service subsequent to inclusion in the Pension Plan.Code
    
    The Internal Revenue Code of 1986, as amended.Company
    
    Means CMS Energy Corporation and Consumers Energy Company and any
subsidiary owned 80% and whose employees participate in the
Pension Plan. 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.Disability Service
    
    Means the Accredited Service and Preference Service granted a
Participant as provided in subsection 5 of Section V.
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Disability Service
Pension
Supplement
    
    Means the pension supplement,
provision for which is made in
subsection 5 of Section V of this
Supplemental Plan.Earnings
    
    Means the regular salary paid to the
Participant during the Fiscal Year
January 1  December 31.Employment Agreement
    
    Means a Severance or Change in
Control Agreement (Tier I, Tier II
or Tier III) authorized by the
Compensation and Human Resources
Committee of the Board of Directors
of CMS Energy Corporation and
entered into between a Participant
and CMS Energy Corporation or a
subsidiary.Final Executive
Pay
    
    Means 1/12th of the average of the
Earnings (without regard to any
limitations imposed on the Pension
Plan by the Internal Revenue Code or
Regulations thereunder) plus
Incentive Compensation (if any) of a
Participant, including any such
amounts deferred, for his five years
of highest totals of Earnings plus
Incentive Compensation (if any)
during the period of his Accredited
Service.For purposes of determining Final
Executive Pay, Accredited Service
shall include only the service
provided while the Participant holds
a position that qualifies for
inclusion under this Supplemental
Plan.Incentive
Compensation
    
    Means the applicable amount awarded
to the Participant under an Annual
Incentive Compensation Plan of the
Company during a Plan Year.Participant
    
    Means an employee of the Company
included in the Supplemental Plan
pursuant to Section II.Payment Options
    
    Means the form of benefit payments
elected by a Participant under
Section VI.Pension Plan
    
    Means the Pension Plan for Employees
of Consumers Energy Company, as
amended.Plan Administrator
    
    Means the Benefit Administration
Committee as selected by the Chief
Executive Officer and Chief
Financial Officer of the Company to
manage this Supplemental Plan.Preference Service
    
    Means the period of service credited
to a Participant pursuant to Section
III.Provisional Payee
    
    Means the individual named by the
Participant pursuant to Section
VI(1)(C) to receive a benefit upon
his death.Retirement Income
    
    Means the income which would be
payable to the Participant from
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the
Pension Plan if the Participant were
to elect to start a monthly benefit
as of the applicable date.Separation from
Service
    
    Means the 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.Supplemental
Executive
Retirement
Income
    
    Means the monthly retirement income
provided for by this Supplemental
Plan.Supplemental
Plan or Plan
    
    Means the Supplemental Executive
Retirement Plan as it is described
in this instrument.
  SECTION II. ELIGIBILITY
 1. Employees included on January 1, 1982.
 2. Employees included after January 1, 1982
 Exclusion of additional participants.
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SECTION III. DETERMINATION OF PREFERENCE SERVICE
 Preference Service
 SECTION IV. RETIREMENT
  SECTION V. SUPPLEMENTAL EXECUTIVE RETIREMENT INCOME
 1. Normal or Deferred Supplemental Executive Retirement Income.
   2. Early Supplemental Executive Retirement Income.
  3. Payments Under this Supplemental Plan
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4. Establishment of Fund
 5. Disability Service Pension Supplement.
 A.
    
    The period of Disability Service begins when the Participant stops
accumulating Accredited Service under the Pension Plan as a result of
the Participants total disability, provided that the Participant has
not undertaken other employment.B.
    
    The period of Disability Service ends when the Participant first:
 (i)
    
    Begins again to accumulate Accredited Service under the Pension Plan,(ii)
    
    Undertakes other employment,(iii)
    
    Attains age 55.
 C.
    
    The Final Executive Pay of the Participant, for purposes of
determining the Disability Pension Supplement only, will be calculated
as if the Participant were earning during the period of Disability
Service the sum of (1) the Participants last monthly rate of basic
earnings prior to the period of Disability Service, and (2) 1/12th of
the average of the Incentive Compensation (if any) for the five years
of Accredited Service while in an eligible salary grade immediately
preceding the period of Disability Service (or the monthly average of
Incentive Compensation earned over the Participants Accredited
Service if the Participant has fewer than five years of Accredited
Service while in an eligible salary grade), increased or decreased
each July 1, following the beginning of the Participants period of
Disability Service, according to the change in the Bureau of Labor
Statistics Consumer Price Index (CPI-W) for the preceding 12-month
period of Disability Service (or lesser period of Disability Service,
if applicable). However, no July 1 increase or decrease will exceed
an amount which could result in an increase greater than a 5%
compounded annual increase since the beginning of the Participants
period of Disability Service, or in a reduction in the Participants
Final Executive Pay to an amount less than the Participants Final
Executive Pay prior to the period of Disability Service. For purposes
of this provision, the Consumer Price Index for the second month
previous to any measurement date will be deemed to be in effect on
such date.D.
    
    The amount of the Disability Service Pension Supplement is the
Supplemental Executive Retirement Income, calculated using Final
Executive Pay as determined in Section V, subsection 5.C above, and
giving credit for Accredited Service and applicable Preference Service
for any period of Disability Service, less:
 (i)
    
    The Supplemental Executive Retirement Income calculated without regard to the
Disability Service Pension Supplement,
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(ii)
    
    The Retirement Income that is or would be provided by the Pension Plan if the
Participant elected to retire, and(iii)
    
    Any amount paid to a retired Participant for lost benefits under the Pension Plan, for
the period of Disability Service, under a disability insurance policy, the premiums for
which were paid in whole or in part by CMS Energy Corporation or any subsidiaries which are
at least 80% owned, directly or indirectly, by CMS Energy Corporation.
 E.
    
    Payments will begin as of the later of i) the first of the month following the Participants
attainment of age 55, or ii) the seventh month following the Participants separation from
service due to disability.
 SECTION VI. PAYMENT OPTIONS AND
PRE-RETIREMENT SURVIVOR BENEFIT
 1. Payment Options.
 A.
    
    The Single Sum Payment will be determined by:
 (i)
    
    The present value of the Participants Supplemental Executive Retirement Income
determined on the basis of the benefit the Participant would have been entitled to on the
first day of the month following the later of his sixty-fifth birthday or his Retirement
Date. The benefit will be the present value of the deferred annuity if the Supplemental
Executive Retirement Income commences prior to age 65 and will not include any early
retirement subsidies in Section V(2) of this Supplemental Agreement;(ii)
    
    Payment will be based upon the mortality tables used by the Pension Plan for computing
single sums. The interest rate will be based on the earnings assumption used to comply
with Financial Accounting Standard 87 under the Pension Plan (which is based on the assumed
rate of return on assets) or such other reasonable mortality table or interest assumptions
as the Plan Administrator may adopt from time to time;(iii)
    
    Payment will not include any amounts otherwise forfeited under this Supplemental Plan;
and(iv)
    
    If a Participant dies after Separation from Service after age 55, but prior to payment
of the Single Sum, his or her estate will receive the present value of the Single Sum on
the first day of the seventh month following the Separation from Service.
 B
    
    Payment of the Monthly Annuity Option will be made to the Participant as follows:
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(i)
    
    If the Monthly Annuity is scheduled to commence upon the seventh month following
Separation from Service, the initial payment will include the payments for the six months
prior to the payment date, less any applicable taxes and other withholdings. No interest
or lost value of money will be paid on the benefits. If a Participant dies prior to
receipt of the initial payment, any payments for months prior to his death will be made to his
Provisional Payee, if any survives him, or to his estate on the first day of the seventh
month following his Separation from Service.(ii)
    
    If the Monthly Annuity is scheduled to start at age 55, the benefit will commence the
later of the first of the month following the Participants 55th birthday or the seventh
month following Separation from Service. If the Participant dies after age 55 but prior to
receipt of the initial payment, any payments for months prior to his death will be made to
his Provisional Payee, if any survives him, or to his estate on the date the payment would
have been made to the Participant had he survived.
 C.
    
    A Participant electing a Monthly Annuity Option may, at any time prior to commencement of
benefits, elect an actuarially equivalent joint and survivor annuity benefit. For this
purpose, actuarial equivalence shall be determined by the Plans actuary (as selected by the
Plan Administrator) applying reasonable actuarial methods and assumptions, and in accordance
with the other applicable rules under Code Section 409A and applicable regulations including
1.409A-2(b)(2)(ii). A joint and survivor annuity provides a benefit to the Participant for
his life and upon his death, provides a lifetime benefit to a Provisional Payee. A
Participant may name a Provisional Payee or change his Provisional Payee at any time that is
administratively reasonable, but not less than 8 days prior to (i) Separation from Service on
or after age 55; or (ii) 30 days prior to age 55 for a Participant Separating from Service
prior to age 55. A Participant may elect from the following Monthly Annuity Options:
 (i)
    
    a 100% Annuity payable to him for his life with no Provisional Payee (the standard
benefit if no other election is made);(ii)
    
    an actuarially reduced equivalent benefit to provide a monthly annuity for his life
with a 50% survivor annuity to his named Provisional Payee;(iii)
    
    an actuarially reduced equivalent benefit to provide a monthly annuity for his life
with a 75% survivor annuity to his named Provisional Payee;(iv)
    
    an actuarially reduced equivalent benefit to provide a monthly annuity for his life
with a 100% survivor annuity to his named Provisional Payee; or(v)
    
    an actuarially reduced equivalent benefit to provide a monthly annuity for his life,
provided that if he dies less than 10 years following payment commencement date, his
Provisional Payee or the estate of the last surviving of the Participant or the Provisional
Payee will receive the same monthly payment until a date that is 10 years from the month
the Executive Retirement Income was first allocated as part of an initial payment.
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2. Pre-Retirement Survivor Benefit.
 A.
    
    Participants Actively on Payroll.A Participant may select one beneficiary to receive a
benefit in the event of the Participants death subsequent to attaining five years as a
Participant in this Supplemental Plan and prior to Separation from Service. A married
Participant is presumed to have selected his spouse to receive the benefit unless the spouse
provides notarized consent
allowing the Participant to name a different beneficiary. An unmarried Participant who has
elected a beneficiary under the Pension Plan will have the same beneficiary under this
Supplemental Plan unless he elects to file a separate beneficiary form with the Company or the
Plan Record Keeper. Payments to the beneficiary will commence the first of the month following
the Participants death and will be equal to 50% of the Accrued Supplemental Executive
Retirement Income which would be payable if the Participant had elected to Separate from
Service the first of the month following his date of death adjusted for Early Retirement in
accordance with Section V (2). Notwithstanding the above, if a Participant is younger than age
55 at the time of his death, the benefit payable to the beneficiary will be 32.5% of the
Accrued Supplemental Early Retirement Income without any further adjustments.B.
    
    Participants Separating from Service Prior to Age 55.A Participant incurring a
Separation from Service prior to age 55 will have a pre-retirement survivor benefit for his
spouse for the period of time he is married after Separation from Service. Payments to the
spouse will commence the first of the month following the Participants death and will be
equal to 20% of the Supplemental Executive Retirement. The Supplemental Executive Retirement
Income of a Participant will be reduced for any year or portion of a year that this option is
elected. The reduction will be .1% for any year or portion of a year the election is in
effect from the date the benefit is elected through age 44, plus .3% for any year or portion
of a year the benefit is in effect from age 45 through age 54, plus .5% if the benefit is in
effect the year the employee attains age 55. With the spouses notarized consent the
Participant may waive this coverage.
 SECTION VII. TERMINATION OF SERVICE
  SECTION VIII. FORFEITURE
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SECTION IX. NON-ALIENATION OF BENEFITS
   SECTION X. LIMITATION OF RIGHTS
  SECTION XI. ADMINISTRATION OF SUPPLEMENTAL PLAN
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SECTION XII. RECOUPMENT
  SECTION XIII. AMENDMENT, MODIFICATION OR
TERMINATION OF THE SUPPLEMENTAL PLAN
   ATTEST:
    
    
    
    CMS ENERGY CORPORATION/s/
    
    
    
    /s/Vice President and Secretary
    
    
    
    Chief Executive Officer, CMS Energy and
Consumers Energy
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