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<SEC-DOCUMENT>0000950124-02-001954.txt : 20020529
<SEC-HEADER>0000950124-02-001954.hdr.sgml : 20020529
<ACCEPTANCE-DATETIME>20020529165621
ACCESSION NUMBER:		0000950124-02-001954
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		5
CONFORMED PERIOD OF REPORT:	20020517
ITEM INFORMATION:		Changes in registrant's certifying accountant
ITEM INFORMATION:		Other events
ITEM INFORMATION:		Financial statements and exhibits
FILED AS OF DATE:		20020529

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CONSUMERS ENERGY CO
		CENTRAL INDEX KEY:			0000201533
		STANDARD INDUSTRIAL CLASSIFICATION:	ELECTRIC & OTHER SERVICES COMBINED [4931]
		IRS NUMBER:				380442310
		STATE OF INCORPORATION:			MI
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-05611
		FILM NUMBER:		02665045

	BUSINESS ADDRESS:	
		STREET 1:		212 W MICHIGAN AVE
		CITY:			JACKSON
		STATE:			MI
		ZIP:			49201
		BUSINESS PHONE:		5177881030

	MAIL ADDRESS:	
		STREET 1:		212 W MICHIGAN AVE
		STREET 2:		M 946
		CITY:			JACKSON
		STATE:			MI
		ZIP:			49201

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	CONSUMERS POWER CO
		DATE OF NAME CHANGE:	19920703

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CMS ENERGY CORP
		CENTRAL INDEX KEY:			0000811156
		STANDARD INDUSTRIAL CLASSIFICATION:	ELECTRIC & OTHER SERVICES COMBINED [4931]
		IRS NUMBER:				382726431
		STATE OF INCORPORATION:			MI
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-09513
		FILM NUMBER:		02665046

	BUSINESS ADDRESS:	
		STREET 1:		FAIRLANE PLZ S STE 1100
		STREET 2:		330 TOWN CENTER DR
		CITY:			DEARBORN
		STATE:			MI
		ZIP:			48126
		BUSINESS PHONE:		3134369261

	MAIL ADDRESS:	
		STREET 1:		FAIRLANE PLAZA SOUTH, SUITE 1100
		STREET 2:		330 TOWN CENTER DRIVE
		CITY:			DEARBORN
		STATE:			MI
		ZIP:			48126
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>k69934e8vk.txt
<DESCRIPTION>CURRENT REPORT DATED 05/17/02
<TEXT>
<PAGE>
                                    FORM 8-K

                                 CURRENT REPORT


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                       PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

          DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) MAY 17, 2002

<TABLE>
<CAPTION>

      COMMISSION                     REGISTRANT; STATE OF INCORPORATION;                  IRS EMPLOYER
     FILE NUMBER                        ADDRESS; AND TELEPHONE NUMBER                  IDENTIFICATION NO.
     <S>                             <C>                                               <C>
        1-9513                             CMS ENERGY CORPORATION                          38-2726431
                                          (A Michigan Corporation)
                                      Fairlane Plaza South, Suite 1100
                                            330 Town Center Drive
                                           Dearborn, Michigan 48126
                                               (313) 436-9261

        1-5611                            CONSUMERS ENERGY COMPANY                         38-0442310
                                          (A Michigan Corporation)
                                          212 West Michigan Avenue
                                              Jackson, Michigan
                                               (517) 788-1030


</TABLE>




<PAGE>




ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

                              INDEPENDENT AUDITORS

On May 23, 2002, the Boards of Directors of CMS Energy Corporation ("CMS
Energy") and Consumers Power Company ("Consumers" and collectively with CMS
Energy and their subsidiaries, the "Company") engaged Ernst & Young LLP ("E&Y")
to audit the Company's financial statements for the year ended December 31,
2002. During the Company's two most recent fiscal years ended December 31, 2000
and December 31, 2001, and the subsequent interim period through May 19, 2002,
the Company did not consult with E&Y regarding any matter or event identified in
Item 304(a)(2)(i) and (ii) of Regulation S-K. CMS Energy continues to retain
Arthur Andersen, LLP as independent accountants in connection with the year
2001, including the restatements referred to in Item 5 below.

ITEM 5.  OTHER EVENTS.

                 CHANGE OF CHAIRMAN AND CHIEF EXECUTIVE OFFICER

On May 24, 2002, CMS Energy, announced that the Boards of Directors of CMS
Energy and Consumers accepted the resignation of William T. McCormick, Jr. as
chairman and chief executive officer. The Boards elected Kenneth Whipple,
retired executive vice president of Ford Motor Co. and a member of CMS Energy's
and Consumer's Boards of Directors, to succeed Mr. McCormick as chairman and
chief executive officer of the Company. A copy of the press release making the
announcement is attached.


                   SPECIAL COMMITTEE OF INDEPENDENT DIRECTORS

Also, on May 24, 2002, CMS Energy issued a separate press release announcing
that its Board of Directors will establish a special committee of independent
directors to investigate matters surrounding round trip trades conducted by CMS
Energy's subsidiary, CMS Marketing, Services and Trading Company (CMS-MST). The
special committee will retain outside counsel to assist in the investigation.
The specific membership of the committee is to be established within the next
ten days.



<PAGE>




                           AMENDED 2001 FORM 10-K AND
                 RESTATED FINANCIAL STATEMENTS FOR 2000 AND 2001

CMS Energy also announced that it plans to amend as soon as practical its 2001
Form 10-K and restate its financial statements for 2000 and 2001 to eliminate
from revenue and expense all of the effects of round trip trades. None of the
restatements will affect earnings or cash flows for either period. CMS Energy
expects the restatement to simultaneously eliminate approximately $1 billion of
revenue and expense from round trip trades in 2000. The Company previously
reclassified 2001 financial statements to eliminate $4.2 billion of revenue and
expense, which included $3.3 billion of previously reported revenue and expense
from round trip power trades. The other $900 million of revenue and expense that
was reclassified resulted from an incomplete round trip gas trade. The
restatement will also adjust the year end 2001 balance sheet for offsetting
receivable and payable amounts of $122 million related to round trip trades, and
will restate 2001 revenue and expense of $5 million inadvertently missed in the
2001 restatement.

                                ROUND TRIP TRADES

CMS Energy announced that it is exploring the feasibility of extinguishing those
round trip trades that remain open positions on its books. Extinguishing these
open positions will have no impact on earnings or cash flow.

CMS Energy also announced it is cooperating with the Securities and Exchange
Commission's investigation of round trip trading with another trading partner.
It will also cooperate with inquiries by the Commodity Futures Trading
Commission and Federal Energy Regulatory Commission related to these matters.
The Company has received subpoenas from U.S. Attorney's Offices for each of the
Southern District of New York and the Southern District of Texas related to
round trip trading.



<PAGE>




                              CLASS ACTION LAWSUITS

In addition, CMS Energy is aware that beginning on May 17, 2002, a number of
securities class action complaints have been filed against CMS Energy,
Consumers, and certain officers and directors of CMS Energy. Copies of two of
the complaints are attached as exhibits hereto. The complaints have generally
been filed in the United States District Court for the Eastern District of
Michigan as purported class actions by individuals who allege that they
purchased CMS Energy's securities during a purported class period. At least two
of the complaints contain purported class periods beginning on August 3, 2000
and running through May 10, 2002 or May 14, 2002. These complaints generally
seek unspecified damages based on allegations that the defendants violated
United States securities laws and regulations by making allegedly false and
misleading statements about the Company's business and financial condition. The
Company believes that additional suits might be commenced against it and that
all such suits against it will eventually be consolidated. The Company intends
to vigorously defend against these actions.

                       DEMAND LETTER FOR DERIVATIVE ACTION

Also, on May 21, 2002, CMS Energy received a demand letter dated May 17, 2002,
from a shareholder requesting that the Board commence a derivative action
against certain officers and against all of the directors of CMS Energy based on
alleged breaches of fiduciary duties to CMS Energy, including, with respect to
some of the individuals identified, by allegedly selling CMS Energy's common
stock while in the possession of material, adverse, non-public information
regarding CMS Energy. The letter seeks unspecified damages from each individual
named therein. CMS Energy's Board of Directors will respond to the demand in due
course.


                     PLANNED SALE OF CMS OIL AND GAS COMPANY

Finally, on May 29, 2002, CMS Energy announced its plan to put its oil and gas
exploration and production unit, CMS Oil and Gas Co., up for sale and exit the
exploration and production business. CMS Energy said it expects to conduct this
sale as a competitive auction process for its oil and gas company. Proceeds from
the sale will be additive to the Company's current total of $2.4 billion of cash
proceeds from asset sales, securitization proceeds and LNG monetization toward
its $2.9 billion asset optimization goal by year-end 2002.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

(c) Exhibits.

99.1     Press release of CMS Energy dated May 24, 2002.

99.2     Press release of CMS Energy dated May 24, 2002.

99.3     Complaint dated May 17, 2002.

99.4     Complaint dated May 23, 2002.



<PAGE>





                           FORWARD LOOKING STATEMENTS

This Form 8-K contains "forward-looking statements" that are subject to risks
and uncertainties. They should be read in conjunction with the "Forward-Looking
Statement Cautionary Factors" in the Company's Form 10-K, Item 1 (incorporated
by reference herein) that discusses important factors that could cause the
Company's results to differ materially from those anticipated in such
statements.





<PAGE>





                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrants have duly caused this report to be signed on their behalf by the
undersigned hereunto duly authorized.


                                   CMS ENERGY CORPORATION


Dated:   May 29, 2002              By: /s/ Alan M. Wright
                                      -------------------
                                       Alan M. Wright
                                       Executive Vice President, Chief Financial
                                       Officer and Chief Administrative Officer


                                   CONSUMERS ENERGY COMPANY


Dated:   May 29, 2002              By: /s/ Alan M. Wright
                                      -------------------
                                       Alan M. Wright
                                       Executive Vice President, Chief Financial
                                       Officer and Chief Administrative Officer


<PAGE>


                                 EXHIBIT INDEX


99.1     Press release of CMS Energy dated May 24, 2002.

99.2     Press release of CMS Energy dated May 24, 2002.

99.3     Complaint dated May 17, 2002.

99.4     Complaint dated May 23, 2002.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>k69934exv99w1.txt
<DESCRIPTION>PRESS RELEASE OF CMS ENERGY
<TEXT>
<PAGE>
                                                                    EXHIBIT 99.1


            CMS ENERGY'S BOARD OF DIRECTORS ANNOUNCES RESIGNATION OF
           WILLIAM T. MCCORMICK, JR., ELECTION OF KENNETH WHIPPLE AS
                                CHAIRMAN AND CEO

               DEARBORN, Mich., May 24, 2002 -- CMS Energy Corporation
(NYSE:CMS) today announced its Board of Directors has accepted the resignation
of William T. McCormick, Jr., as chairman and chief executive officer.

               The Board elected Kenneth Whipple, retired executive vice
president of Ford Motor Co. and a member of CMS Energy's Board of Directors, to
succeed Mr. McCormick as chairman and chief executive officer.

               "The Board thanks Bill McCormick for his many years of service
and leadership of CMS Energy," said Whipple.

               Whipple, 67, was executive vice president of Ford Motor Co. and
president of Ford Financial Services from 1988 until his retirement in 1999.
From 1997 to 1998 he was chairman and chief executive officer of Ford Motor
Credit Co. He has previously served as chairman and chief executive officer of
Ford of Europe, Inc., from 1986 to 1988. Whipple earned a bachelor's degree in
business and engineering from Massachusetts Institute of Technology.

               He is a director of AB Volvo and a trustee of thirteen J.P.
Morgan Chase mutual funds. He has been a director of CMS Energy since 1993.

               CMS Energy Corporation is an integrated energy company which has
as its primary business operations an electric and natural gas utility, natural
gas pipeline systems, independent power generation, oil and gas exploration and
production, and energy marketing, services and trading.

                                      # # #

For more information on CMS Energy, please visit our web site
at:  www.cmsenergy.com/


<PAGE>


Media Contacts: Kelly M. Farr, 313/436-9253, John P. Barnett, 713/989-7556 or
Daniel C. Bishop, 517/788-2395
Investment Analyst Contact: CMS Energy Investor Relations, 517/788-2590



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>4
<FILENAME>k69934exv99w2.txt
<DESCRIPTION>PRESS RELEASE OF CMS ENERGY
<TEXT>
<PAGE>
                                                                    EXHIBIT 99.2



  CMS ENERGY'S BOARD OF DIRECTORS TO ESTABLISH SPECIAL COMMITTEE
  ON ROUND TRIP TRADING AND APPOINTS ERNST & YOUNG LLP AS AUDITOR

               DEARBORN, Mich., May 24, 2002 -- CMS Energy Corporation
(NYSE:CMS) today announced its Board of Directors will establish a special
committee of independent directors to investigate matters surrounding round trip
trades conducted by the Company's energy marketing unit, CMS Marketing, Services
and Trading (CMS-MST). The special committee will retain outside counsel to
assist in the investigation. The specific membership of the committee is to be
established within the next ten days.

               CMS Energy announced its Board of Directors has appointed Ernst &
Young LLP to audit the Company's financial statements for the year ending
December 31, 2002.

               CMS Energy announced it plans to amend as soon as practical its
2001 Form 10-K and restate its financial statements for 2000 and 2001 to
eliminate from revenue and expense all of the effects of round trip trades. None
of the restatements will affect earnings or cash flows for either period. CMS
Energy expects the restatement to simultaneously eliminate approximately $1
billion of revenue and expense from round trip trades in 2000. The Company
previously reclassified 2001 financial statements to eliminate $4.2 billion of
revenue and expense, which included $3.3 billion of previously reported revenue
and expense from round trip power trades. The other $900 million of revenue and
expense which was reclassified resulted from an incomplete round trip gas trade.
The restatement will also adjust the year end 2001 balance sheet for offsetting
receivable and payable amounts of $122 million related to round trip trades, and
will restate 2001 revenue and expense of $5 million inadvertently missed in the
2001 restatement.

<PAGE>


               CMS Energy announced it is exploring the feasibility of
extinguishing those round trip trades that remain open positions on its books.
Extinguishing these open positions will have no impact on earnings or cash flow.

               CMS Energy also announced it is cooperating with the Securities
and Exchange Commission's investigation of round trip trading with another
trading partner. It will also cooperate with inquiries by the Commodity Futures
Trading Commission and Federal Energy Regulatory Commission related to these
matters. CMS Energy has received or is aware of a number of shareholder class
action lawsuits. The Company has received a subpoena from the U.S. Attorney's
Office for the Southern District of New York related to round trip trading and
understands it will receive a subpoena from the U.S. Attorney's Office in
Houston, which also is investigating these matters.

               CMS Energy Corporation is an integrated energy company which has
as its primary business operations an electric and natural gas utility, natural
gas pipeline systems, independent power generation, oil and gas exploration and
production, and energy marketing, services and trading.

                                      # # #

For more information on CMS Energy, please visit our web site
at:  www.cmsenergy.com/

Media Contacts: Kelly M. Farr, 313/436-9253, John P. Barnett, 713/989-7556 or
Daniel C. Bishop, 517/788-2395
Investment Analyst Contact: CMS Energy Investor Relations, 517/788-2590

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.3
<SEQUENCE>5
<FILENAME>k69934exv99w3.txt
<DESCRIPTION>COMPLAINT DATED MAY 17, 2002
<TEXT>
<PAGE>
                                                                    EXHIBIT 99.3

                          UNITED STATES DISTRICT COURT
                          EASTERN DISTRICT OF MICHIGAN

- --------------------------------------------------------------------------------


ADRIENNE GREEN, Individually and on Behalf of    )   CASE NO.
all Others Similarly Situated,                   )
                                                 )
                  Plaintiff,                     )   CLASS ACTION COMPLAINT
                                                 )   FOR VIOLATIONS OF
         vs.                                     )   FEDERAL SECURITIES LAWS
                                                 )
CMS ENERGY  CORPORATION,  CONSUMERS              )   JURY TRIAL DEMANDED
ENERGY COMPANY,  WILLIAM T. McCORMICK,               -------------------
JR.,  DAVID W. JOOS and ALAN M. WRIGHT           )
                                                 )
                                                 )
                  Defendants.                    )
                                                 )
                                                 )
- --------------------------------------------------------------------------------


         Plaintiff has alleged the following based upon the investigation of
Plaintiff's counsel, which included a review of United States Securities and
Exchange Commission ("SEC") filings by CMS Energy Corporation ("CMS") and
Consumers Energy Company ("Consumers") (together CMS and Consumers shall
hereinafter be referred to as "CMS" or the "Company"), as well as regulatory
filings and reports, securities analysts reports and advisories about the
Company, press releases and other public statements issued by the Company, and
media reports about the Company, and Plaintiff believes that substantial
additional evidentiary support will exist for the allegations set forth herein
after a reasonable opportunity for discovery.

                              NATURE OF THE ACTION

         1. This is a federal class action on behalf of purchasers of the
securities of CMS between August 3, 2000 to May 10, 2002, inclusive (the "Class
Period"), seeking to pursue remedies under the Securities Exchange Act of 1934
(the "Exchange Act").


<PAGE>
                             JURISDICTION AND VENUE

         2. The claims  asserted  herein  arise  under and  pursuant to Sections
10(b) and 20(a) of the  Exchange  Act [15 U.S.C.  SS. 78j(b) and 78t(a)] and
Rule 10b-5 promulgated thereunder by the SEC [17 C.F.R. S. 240.10b-5].

         3. This Court has  jurisdiction  over the subject matter of this action
pursuant to 28 U.S.C.  SS. 1331 and 1337,  and Section 27 of the Exchange
Act [15 U.S.C. S. 78aa].

         4. Venue is proper in this District pursuant to Section 27 of the
Exchange Act and 28 U.S.C. S. 1391(b). Many of the acts charged herein,
including the preparation and dissemination of materially false and misleading
information, occurred in substantial part in this District and CMS conducts
business in this District.

         5. In connection with the acts alleged in this complaint, Defendants,
directly or indirectly, used the means and instrumentalities of interstate
commerce, including, but not limited to, the mails, interstate telephone
communications and the facilities of the national securities markets.

                                     PARTIES

         6. Plaintiff Adrienne Green, as set forth in the accompanying
certification, incorporated by reference herein, purchased the common stock of
CMS at artificially inflated prices during the Class Period and has been damaged
thereby.

         7. Defendant CMS is a corporation organized under the laws of Michigan
with its principal executive offices located in Dearborn, Michigan. In its
recent press releases CMS describes itself as follows: "CMS Energy, which has 85
percent of its assets in the United States, owns and operates an electric and
natural gas distribution company with 1.7 million


                                     - 2 -

<PAGE>

electric  customers  and 1.6 million gas  customers;  a 15,000 mile  natural gas
pipeline  system and  associated  storage  facilities;  interest in the nation's
largest LNG import  facility;  approximately  8,000 megawatts of power plants; a
midstream  natural gas gathering and  processing  company with 700 million cubic
feet per day of capacity; an oil and gas exploration and production company with
significant domestic gas reserves;  and a leading energy marketing,  trading and
services company  marketing 750 billion cubic feet of natural gas and 31 million
megawatt-hours of electricity annually."


         8. Defendant William T. McCormick, Jr. ("McCormick") is, and at all
times relevant to the allegations raised herein was, CMS's Chairman of the Board
of Directors Chief Executive Officer and a Director, and, until May 2001,
President of CMS.

         9. Defendant David W. Joos ("Joos") is, and from May 2001 was, CMS"s
President and Chief Operating Officer and a Director.

         10. Defendant Alan M. Wright ("Wright") is, and from May 2001 was,
CMS's Executive Vice President, Chief Financial Officer and Chief Administrative
Officer. Prior to May 2001, Defendant Wright was CMS's Vice President and Chief
Financial Officer. At all times relevant to the allegations raised herein,
Defendant Wright was signed each of CMS's filings with the SEC as CMS's
principal financial officer.

         11. Defendants McCormick, Joos and Wright, together, are referred to
herein as the "Individual Defendants."

         12. During the Class Period, the Individual Defendants, as senior
executive officers and directors of CMS were privy to confidential and
proprietary information concerning CMS, its operations, finances, financial
condition, present and future business prospects. The Individual


                                     - 3 -
<PAGE>


Defendants also had access to material adverse non-public information concerning
CMS, as discussed in detail below. Because of their positions with CMS, the
Individual Defendants had access to non-public information about its business,
finances, products, markets and present and future business prospects via access
to internal corporate documents, conversations and connections with other
corporate officers and employees, attendance at management and board of
directors meetings and committees thereof and via reports and other information
provided to them in connection therewith. Because of their possession of such
information, the Individual Defendants knew or recklessly disregarded the fact
that adverse facts specified herein had not been disclosed to, and were being
concealed from, the investing public.


         13. The Individual Defendants are liable as direct participants in, and
a co-conspirator with respect to the wrongs complained of herein. In addition,
the Individual Defendants, by reason of their status as senior executive
officers and a director were "controlling persons" within the meaning of Section
20 of the Exchange Act and had the power and influence to cause the Company to
engage in the unlawful conduct complained of herein. Because of their positions
of control, the Individual Defendants were able to and did, directly or
indirectly, control the conduct of CMS's business.


         14. The Individual Defendants, because of their positions with the
Company, controlled and/or possessed the authority to control the contents of
its reports, press releases and presentations to securities analysts and through
them, to the investing public. The Individual Defendants were provided with
copies of the Company's reports and press releases alleged herein to be
misleading, prior to or shortly after their issuance and had the ability and
opportunity to


                                     - 4 -

<PAGE>

prevent their issuance or cause them to be corrected. Thus, the Individual
Defendants had the opportunity to commit the fraudulent acts alleged herein.

         15. As senior executive officers and/or directors and controlling
persons of a publicly-traded company whose common stock and other securities
were, and are, registered with the SEC pursuant to the Exchange Act, and were
and are traded on the New York Stock Exchange ("NYSE") and governed by the
federal securities laws, the Individual Defendants had a duty to disseminate
promptly accurate and truthful information with respect to CMS's financial
condition and performance, growth, operations, financial statements, business,
products, markets, management, earnings and present and future business
prospects, to correct any previously issued statements that had become
materially misleading or untrue, so that the market price of CMS's common stock
would be based upon truthful and accurate information. The Individual Defendants
misrepresentations and omissions during the Class Period violated these specific
requirements and obligations.

         16. The Individual Defendants are liable as participants in a
fraudulent scheme and course of conduct that operated as a fraud or deceit on
purchasers of CMS common stock by disseminating materially false and misleading
statements and/or concealing material adverse facts. The scheme (i) deceived the
investing public regarding CMS's business, operations and management and the
intrinsic value of CMS common stock, (ii) permitted CMS to engage in two
secondary stock offerings, pursuant to which CMS sold more than 21 million
shares of common stock valued at $400.6 million, (iii) permitted CMS to file
shelf registration statements with the SEC, pursuant to which CMS registered
securities valued at $2.7 billion, (iv) permitted Consumers to sell
securitization bonds valued at $469 billion, (v) permitted CMS to obtain



                                     - 5 -

<PAGE>

financing of $1.6 billion to complete a strategic power and desalination project
in the Middle East, and (vi) caused Plaintiff and members of the Class to
purchase CMS's common stock and other securities at artificially inflated
prices.

                      PLAINTIFF'S CLASS ACTION ALLEGATIONS

         17. Plaintiff brings this action as a class action pursuant to Federal
Rule of Civil Procedure 23(a) and (b)(3) on behalf of a Class, consisting of all
those who purchased the securities of CMS between August 3, 2000 to May 10,
2002, inclusive (the "Class Period") and who were damaged thereby. Excluded from
the Class are Defendants, the officers and directors of the Company, at all
relevant times, members of their immediate families and their legal
representatives, heirs, successors or assigns and any entity in which Defendants
have or had a controlling interest.

         18. The members of the Class are so numerous that joinder of all
members is impracticable. Throughout the Class Period, CMS common shares and
other securities were actively traded on the NYSE. While the exact number of
Class members is unknown to Plaintiff at this time and can only be ascertained
through appropriate discovery, Plaintiff believes that there are hundreds or
thousands of members in the proposed Class. Record owners and other members of
the Class may be identified from records maintained by CMS or its transfer agent
and may be notified of the pendency of this action by mail, using the form of
notice similar to that customarily used in securities class actions.

         19. Plaintiff's claims are typical of the claims of the members of the
Class as all members of the Class are similarly affected by Defendants' wrongful
conduct in violation of federal law that is complained of herein.



                                     - 6 -
<PAGE>
         20. Plaintiff will fairly and adequately protect the interests of the
members of the Class and has retained counsel competent and experienced in class
and securities litigation.

         21. Common questions of law and fact exist as to all members of the
Class and predominate over any questions solely affecting individual members of
the Class. Among the questions of law and fact common to the Class are:

            (a) whether the federal securities laws were violated by Defendants'
acts as alleged herein;

            (b) whether statements made by Defendants to the investing public
during the Class Period misrepresented material facts about the business and
operations of CMS; and

            (c) to what extent the members of the Class have sustained damages
and the proper measure of damages.

         22. A class action is superior to all other available methods for the
fair and efficient adjudication of this controversy since joinder of all members
is impracticable. Furthermore, as the damages suffered by individual Class
members may be relatively small, the expense and burden of individual litigation
make it impossible for members of the Class to individually redress the wrongs
done to them. There will be no difficulty in the management of this action as a
class action.

                             SUBSTANTIVE ALLEGATIONS

         23. The Class Period begins on August 3, 2000. On that date, CMS
released its financial results for second quarter ended June 30, 2000. The press
release stated, in part:

             Second quarter operating revenue totaled $1.60 billion, up 20
             percent from $1.33 billion in the second quarter of 1999.


                                     - 7 -

<PAGE>
             For the first six months of 2000, consolidated net income totaled
             $161 million, or $1.42 per diluted share, compared to $173 million,
             or $1.48 per diluted share, for the same period in 1999. Operating
             revenue for the first half of 2000 totaled $3.43 billion, up 19
             percent from $2.87 billion in the first half of 1999, primarily
             reflecting ownership of the CMS Panhandle Companies for the entire
             first half of 2000 versus only the second quarter of 1999 and
             continued revenue growth in CMS Energy's diversified energy
             businesses.

         24. On October 11, 2000, CMS filed its second quarter ended June 30,
2000 Form 10-Q with the SEC, incorporating the financial results released by CMS
on August 3, 2000. CMS reported revenues of $391 million from its energy
marketing and trading business and included the following additional disclosure:

             Marketing, Services and Trading Results of Operations

             Pretax Operating Income: Pretax operating earnings for the three
             months ended June 30, 2000 increased $4 million from the comparable
             period in 1999. The increase primarily reflects increased earnings
             from wholesale gas activities, including mark-to-market adjustments
             on trading contracts, which benefited from natural gas market price
             increases, partially offset by reduced margins from wholesale
             electric activities. Pretax operating income for the six months
             ended June 30, 2000 increased $4 million from the comparable period
             in 1999 as a result of increased wholesale gas earnings due to
             increases in natural gas market prices, increased LNG sales and
             earnings benefits from an energy management services acquisition
             made in late 1999, partially offset by reduced margins from
             wholesale electric activities.

                                      * * *

             CMS ENERGY INTENDS TO USE ITS MARKETING, SERVICES AND TRADING
             BUSINESS TO IMPROVE THE RETURN ON CMS ENERGY'S OTHER BUSINESS
             ASSETS. ONE METHOD TO ACHIEVE THIS GOAL IS TO USE MARKETING AND
             TRADING TO ENHANCE PERFORMANCE OF ASSETS, SUCH AS GAS RESERVES AND
             POWER PLANTS. Other strategies include expanding CMS Energy's
             industrial and commercial energy services to enhance our commodity
             marketing business, using CMS Energy's gas production as a hedge to
             commodity risk in other areas of our



                                     - 8 -



<PAGE>

             business, and developing risk management products that address
             customer needs.

         25. The 2000 Second Quarter Form 10-Q also included the following
             representations:

             These Condensed Notes and their related Consolidated Financial
             Statements should be read along with the Consolidated Financial
             Statements and Notes contained in the 1999 Form 10-K of CMS Energy,
             which includes the Reports of Independent Public Accountants.
             Certain prior year amounts have been reclassified to conform with
             the presentation in the current year. In the opinion of management,
             the unaudited information herein reflects all adjustments necessary
             to assure the fair presentation of financial position, results of
             operations and cash flows for the periods presented.

         26. On October 13, 2000, CMS announced that it "anticipates that its
third quarter earnings, to be released on October 26, 2000, will be 10-15%
higher than the Company's previous guidance of $0.40 per share in sustainable
earnings. THIS IMPROVEMENT IS DUE TO FAVORABLE POWER TRANSACTIONS AND COST
REDUCTIONS."

         27. On October 17, 2000, CMS announced it had sold 11 million shares of
common stock in a secondary stock offering, netting proceeds of approximately
$305 million, "which will be used to repay debt."

         28. On October 26, 2000, CMS released its financial results for third
quarter ended September 30, 2000. The press release stated, in part:

             Third quarter operating revenue totaled $2.40 billion, up 63
             percent from $1.47 billion in the third quarter of 1999, DUE MAINLY
             TO INCREASED LOWER-MARGIN ENERGY MARKETING REVENUES.

             For the first nine months of 2000, earnings were $1.93 per share on
             consolidated net income of $216 million, compared to earnings of
             $2.25 per share on consolidated net income of $256 million for the
             same period in 1999. This year's results include 17 cents per share
             of earnings from asset sales, which the Company does not expect to
             sustain in future years. Operating revenue for the first nine



                                     - 9 -


<PAGE>

             months of 2000 totaled $5.82 billion, up 34 percent from $4.34
             billion in the first nine months of 1999, PRIMARILY REFLECTING
             INCREASED OIL AND GAS, PIPELINE AND LOWER-MARGIN ENERGY MARKETING
             REVENUES.

         29. On November 11, 2000, CMS filed its third quarter ended September
30, 2000 Form 10-Q with the SEC, incorporating the financial results released by
CMS on October 26, 2000. CMS reported revenues of $1.034 billion from its energy
marketing and trading business and included the following additional disclosure:

             MARKETING, SERVICES AND TRADING RESULTS OF OPERATIONS

             PRETAX OPERATING INCOME: Pretax operating income for the three
             months ended September 30, 2000 decreased $2 million from the
             comparable period in 1999. The decrease primarily reflects
             decreased earnings from power trading activities, primarily due to
             cooler than normal summer weather in Michigan, partially offset by
             increased earnings from wholesale gas activities, which benefited
             from natural gas market price increases. The volumes of marketed
             natural gas and power traded increased 72 percent and over 1,000
             percent, respectively. Pretax operating income for the nine months
             ended September 30, 2000 increased $2 million from the comparable
             period in 1999 as a result of increased wholesale gas earnings due
             to capturing gains from natural gas price market volatility,
             increased LNG sales and earnings benefits from an energy management
             services acquisition made in late 1999. THE VOLUMES OF MARKETED
             NATURAL GAS AND POWER TRADED INCREASED 65 PERCENT AND 546 PERCENT,
             RESPECTIVELY. Partially offsetting these increases were decreased
             earnings from power trading activities, primarily due to cooler
             than normal summer weather in Michigan.

                                      * * *

             OUTLOOK

             As the deregulation and privatization of the energy industry takes
             place in global energy markets, CMS Energy has positioned itself to
             be a leading regional diversified energy company developing energy
             facilities and marketing energy-related services in the United
             States and selected world growth markets. The key elements of the
             strategy to achieve this objective are as follows:





                                     - 10 -

<PAGE>

                 -      Effectively implement the Michigan electric utility
             restructuring legislation and gas utility customer choice program;

                 -      Use the natural gas pipeline business for growth
             opportunities across other CMS Energy businesses;

                 -      Expand the range of energy-related services;

                 -      Expand CMS Energy's presence in select high-growth
             international markets through the diversified energy businesses;

                 -      GROW THE MARKETING, SERVICES AND TRADING ACTIVITIES TO
             OPTIMIZE AND LEVERAGE GAS AND ELECTRIC ASSETS IN THE UNITED STATES;
             and

                 -      Continued management of the asset portfolio.

         30. The 2000 Second Quarter Form 10-Q also included the following
             representations:

             These Condensed Notes and their related Consolidated Financial
             Statements should be read along with the Consolidated Financial
             Statements and Notes contained in the 1999 Form 10-K of CMS Energy,
             which includes the Reports of Independent Public Accountants.
             Certain prior year amounts have been reclassified to conform with
             the presentation in the current year. In the opinion of management,
             the unaudited information herein reflects all adjustments necessary
             to assure the fair presentation of financial position, results of
             operations and cash flows for the periods presented.

         31. On December 22, 2000, CMS announced that it had "filed with the
Securities and Exchange Commission an S-3 Registration Statement for $700
million of debt and equity securities that may be issued only upon the
conversion of outstanding convertible preferred securities. CMS Energy will
receive no cash proceeds from these issuances and will incur no additional
liabilities. On Dec. 15, 2000, CMS Energy filed with the Securities and Exchange
Commission another S-3 Registration Statement for the issuance of up to $2
billion of debt and equity securities. This shelf registration statement is
intended to provide flexibility for CMS




                                     - 11 -

<PAGE>

Energy to issue a wide range of debt, preferred and common equity securities
from time to time in the future." Both Registration Statements on Form S-3
incorporated by reference the Quarterly Reports on Form 10-Q for the second and
third quarters of 2000.

         32. On January 24, 2001, CMS released its financial results for the
fourth quarter and year ended December 31, 2000. The press release stated, in
part:

             Fourth quarter operating revenue totaled $3.19 billion, compared to
             $1.77 billion in the fourth quarter of 1999. Consolidated operating
             revenue for 2000 grew 47 percent to $9.0 billion, from $6.1 billion
             in 1999, DUE LARGELY TO SIGNIFICANTLY INCREASED LOWER-MARGIN ENERGY
             MARKETING AND TRADING TRANSACTIONS.

                                      * * *

             Significant developments for CMS Energy in 2000 included:

             completing approximately $1.2 billion of a combination of
             non-strategic asset sales and project debt removal from the balance
             sheet;

             State of Michigan enactment of comprehensive electric restructuring
             legislation which removed major financial uncertainties and
             provided for full recovery of stranded costs and authorization for
             securitization financing to fund a five percent residential
             electric rate reduction;

             receiving 55 cargoes of Liquefied Natural Gas (LNG) at its CMS
             Trunkline LNG Lake Charles regasification facility with attendant
             gas marketing and transportation revenues, more than doubling the
             27 LNG cargoes received in 1999;

             recording year-end proved oil and gas reserves of 235 million net
             equivalent barrels, despite the sale of 53 million net equivalent
             barrels of its reserves in Michigan and Ecuador and production of
             10 million barrels during the year from 1999's reserves of 248
             million net equivalent barrels. Exploration and development
             successes in west Texas, Wyoming and Equatorial Guinea partially
             offset the sale of reserves and production;



                                     - 12 -
<PAGE>

             increasing energy marketing and trading operating earnings by more
             than three times, to $14 million in 2000 from $4 million in 1999,
             AS THE ENERGY MARKETING UNIT MADE THE TRANSITION FROM A RETAIL TO
             WHOLESALE BUSINESS, WITH 614 BILLION CUBIC FEET OF NATURAL GAS
             MARKETED, AN INCREASE OF 31 PERCENT, AND 37,781 GIGAWATT-HOURS OF
             ELECTRICITY MARKETED, UP 919 PERCENT, IN 2000;

                                      * * *

         33. On February 23, 2001, CMS announced that it had sold ten million
shares of common stock pursuant to a secondary offering, netting proceeds of
approximately $295.6 million, "which will be used to repay debt."

         34. On March 23, 2001, CMS filed its Annual Report on Form 10-K for the
year ended December 31, 2000, incorporating the financial results released by
CMS on January 24, 2001. CMS reported revenues of $3.3 billion for the year
ended December 31, 2000 from its energy marketing and trading business and
included the following additional disclosure:

             MARKETING, SERVICES AND TRADING

             CMS MST, formed in 1996 and the surviving entity of a 1997 merger
             with CMS Gas Marketing Company formed in 1987, provides gas, oil,
             and electric marketing, risk management and energy management
             services to industrial, commercial, utility and municipal energy
             users throughout the United States and abroad. CMS MST has grown
             dramatically since its inception. CMS Energy intends to use CMS MST
             to enhance performance of CMS Energy assets, such as gas reserves
             and power plants. CMS MST markets approximately 614 bcf of natural
             gas, 37,781 GWh of electricity, 31 million barrels of crude oil and
             9 million barrels of natural gas liquids. From 1997 through 2000,
             CMS MST also performed 350 energy management services projects. At
             December 31, 2000, CMS MST had more than 10,611 customers,
             transported gas on more than 40 gas pipelines and was active in 39
             states and Canada and Brazil. IN 2000, CMS MST'S OPERATING REVENUE
             WAS $3.3 BILLION.

                                      * * *



                                     - 13 -

<PAGE>


             MARKETING, SERVICES AND TRADING RESULTS OF OPERATIONS

             PRETAX OPERATING INCOME: For the year 2000, pretax operating income
             increased $10 million from the comparable period in 1999. The
             increase reflects increased earnings from wholesale gas trading,
             increased LNG sales, and earnings from an energy management
             services business acquired in late 1999. THE VOLUMES OF MARKETED
             NATURAL GAS AND POWER TRADED INCREASED 31 PERCENT AND 919 PERCENT,
             RESPECTIVELY. Partially offsetting these increases were lower power
             trading margins, primarily due to cooler than normal summer weather
             in Michigan, and increased operating expenses as the business
             continues to expand its trading and marketing activities and
             increase its customer base. For the year 1999, pretax operating
             income was unchanged from the comparable period in 1998. Increased
             earnings from retail gas sales, wholesale gas price volatility and
             a 1999 acquisition of an energy management services business were
             offset by costs related to market development activities.

         35. On March 28, 2001, CMS announced the successful pricing of $350
million of 8.5 percent senior notes, due 2011, proceeds of which were to be sued
to repay debt.

         36. On April 30, 2001, CMS released its financial results for the first
quarter ended March 31, 2001. The press release stated, in part:

             First quarter operating revenue totaled $4.13 billion, up 126
             percent from $1.83 billion in the first quarter of 2000, DUE
             LARGELY TO SIGNIFICANTLY INCREASED LOWER-MARGIN ENERGY MARKETING
             AND TRADING TRANSACTIONS.

         37. On May 11, 2001, CMS filed its first quarter ended March 31, 2001
Form 10-Q with the SEC, incorporating the financial results released by CMS on
April 30, 2001. CMS reported revenues of $2.344 billion from its energy
marketing and trading business and included the following additional disclosure:


             MARKETING, SERVICES AND TRADING RESULTS OF OPERATIONS



                                     - 14 -
<PAGE>


             PRETAX OPERATING INCOME: For the three months ended March 31, 2001,
             pretax operating income increased $4 million (133 percent) from the
             comparable period in 2000. The increase reflects additional
             earnings from wholesale gas trading and increased LNG sales. THE
             PHYSICAL VOLUMES OF MARKETED AND MANAGED NATURAL GAS AND POWER
             TRADED INCREASED 17 PERCENT AND 1,383 PERCENT, RESPECTIVELY, DUE
             LARGELY TO SIGNIFICANTLY INCREASED LOWER-MARGIN ENERGY MARKETING
             AND TRADING TRANSACTIONS.

                                      * * *

             MARKETING, SERVICES AND TRADING OUTLOOK: CMS Energy intends to use
             its marketing, services and trading business to focus on wholesale
             customers such as municipals, cooperatives and large industrial
             customers in the central United States where CMS Energy's existing
             assets are concentrated. CMS Energy's marketing, services and
             trading business also intends to contract for use of significant
             gas transportation and storage assets in the central United States
             to provide a platform for wholesale marketing, trading, and
             physical arbitrage. CMS Energy also seeks to continue developing
             importing and marketing opportunities for LNG. CMS Energy plans to
             capitalize on favorable market conditions for energy performance
             contracting through expanding its services business in selected
             markets.

         38. The 2001 first quarter Form 10-Q also included the following
             representations:

             These interim Consolidated Financial Statements have been prepared
             by CMS Energy and reviewed by the independent public accountant in
             accordance with SEC rules and regulations. As such, certain
             information and footnote disclosures normally included in financial
             statements prepared in accordance with generally accepted
             accounting principles have been condensed or omitted. Certain prior
             year amounts have been reclassified to conform to the presentation
             in the current year. In management's opinion, the unaudited
             information contained in this report reflects all adjustments
             necessary to assure the fair presentation of financial position,
             results of operations and cash flows for the periods presented. The
             Condensed Notes to Consolidated Financial Statements and the
             related Consolidated Financial Statements should be read in
             conjunction with the Consolidated Financial Statements and Notes to
             Consolidated Financial Statements contained in CMS Energy's Form
             10-K for the year ended December 31, 2000, which includes the
             Reports of Independent




                                     - 15 -
<PAGE>

             Public Accountants. Due to the seasonal nature of CMS Energy's
             operations, the results as presented for this interim period are
             not necessarily indicative of results to be achieved for the fiscal
             year.

         39. On August 1, 2001, CMS announced its financial results for the
second quarter ended June 30, 2001. The press release stated, in part:

             Second quarter operating revenue totaled $4.4 billion, up 175
             percent from $1.6 billion in the second quarter of 2000, DUE
             LARGELY TO SIGNIFICANTLY INCREASED LOWER-MARGIN ENERGY MARKETING
             AND TRADING TRANSACTIONS.

         40. On August 14, 2001, CMS filed its second quarter ended June 30,
2001 Form 10-Q with the SEC, incorporating the financial results released by CMS
on August 1, 2001. CMS reported revenues of $3.089 billion from its energy
marketing and trading business for the quarter, and included the following
additional disclosure:

             GENERAL OUTLOOK

             CMS Energy's vision is to be an integrated energy company with a
             strong asset base, supplemented with an active marketing, services
             and trading capability. CMS Energy intends to integrate the skills
             and assets of its business units to obtain optimal returns and to
             provide expansion opportunities for its multiple existing
             businesses.

                                      * * *

             MARKETING, SERVICES AND TRADING OUTLOOK: CMS Energy intends to use
             its marketing, services and trading business to focus on wholesale
             customers such as municipals, cooperatives and large industrial
             customers in the central United States where CMS Energy's existing
             assets are concentrated. CMS Energy's marketing, services and
             trading business also intends to contract for use of significant
             gas transportation and storage assets in the central United States
             to provide a platform for wholesale marketing, trading, and
             physical arbitrage. CMS Energy also seeks to continue developing
             importing and marketing opportunities for LNG. CMS Energy plans to
             capitalize on favorable market





                                     - 16 -
<PAGE>




             conditions for energy performance contracting through expanding its
             services business in selected markets.

         41. The second quarter 2001 Form 10-Q also included the following
             representations:

             These interim Consolidated Financial Statements have been prepared
             by CMS Energy and reviewed by the independent public accountant in
             accordance with SEC rules and regulations. As such, certain
             information and footnote disclosures normally included in financial
             statements prepared in accordance with generally accepted
             accounting principles have been condensed or omitted. Certain prior
             year amounts have been reclassified to conform to the presentation
             in the current year. In management's opinion, the unaudited
             information contained in this report reflects all adjustments
             necessary to assure the fair presentation of financial position,
             results of operations and cash flows for the periods presented. The
             Condensed Notes to Consolidated Financial Statements and the
             related Consolidated Financial Statements should be read in
             conjunction with the Consolidated Financial Statements and Notes to
             Consolidated Financial Statements contained in CMS Energy's Form
             10-K for the year ended December 31, 2000, which includes the
             Reports of Independent Public Accountants. Due to the seasonal
             nature of CMS Energy's operations, the results as presented for
             this interim period are not necessarily indicative of results to be
             achieved for the fiscal year.

         42. On October 26, 2001, CMS announced its financial results for the
third quarter ended September 30, 2001. The press release stated, in part:


             Third quarter operating revenue totaled $3.0 billion, up 29 percent
             from $2.32 billion in the third quarter of 2000, DUE LARGELY TO
             INCREASED LOWER MARGIN ENERGY MARKETING AND TRADING TRANSACTIONS.

                                      * * *

             Operating revenue in the first nine months of 2001 totaled $11.47
             billion compared to $5.62 billion in the first nine months of 2000,
             DUE TO INCREASED LOWER MARGIN ENERGY MARKETING AND TRADING
             TRANSACTIONS.



                                     - 17 -
<PAGE>


         43. On November 8, 2001, CMS announced that Consumers had received $469
million of gross proceeds from the sale of securitization bonds, rated triple-A,
and issued in six series with duration of from one to 13 years with an average
yield of 5.305 percent. Proceeds were to be used to reduce CMS's debt.

         44. On November 14, 2001, CMS filed its third quarter ended September
30, 2001 10-Q with the SEC, incorporating the financial results released by CMS
on October 26, 2001. CMS reported revenues of $1.743 billion from its energy
marketing and trading business for the quarter, and included the following
additional disclosure:

             MARKETING, SERVICES AND TRADING RESULTS OF OPERATIONS

             PRETAX OPERATING INCOME: For the three months ended September 30,
             2001, pretax operating income increased $22 million from the
             comparable period in 2000. The increase reflects higher gas (159
             bcf vs 119 CMS-6 bcf) and electric (21.4 billion kWh vs 12.6
             billion kWh) volumes and improved margins, the increased net value
             of long-term power contracts and wholesale power trading activity,
             net of reserves. For the nine months ended September 30, 2001,
             pretax operating income increased $76 million from the comparable
             period in 2000. The increase reflects higher gas (657 bcf vs 355
             bcf) and electric (69.9 billion kWh vs 15.6 kWh) volumes and gas
             margins, partially offset by lower electric margins, the execution
             of long-term power sales contracts and increased wholesale gas and
             power trading, net of reserves. Due to the variable and competitive
             nature of energy trading, results for interim periods are not
             necessarily indicative of results to be achieved for the fiscal
             year.

                                      * * *

             OUTLOOK

             CMS Energy's vision is to be an integrated energy company with a
             strong asset base, supplemented with an active marketing, services
             and trading capability. CMS Energy intends to integrate the skills
             and assets of its business units to obtain optimal returns and to




                                     - 18 -
<PAGE>



             provide expansion opportunities for its multiple existing
             businesses.

             To achieve this vision, CMS Energy announced in October 2001,
             significant changes in its business strategy in order to strengthen
             its balance sheet, provide more transparent and predictable future
             earnings, and lower its business risk by focusing its future
             business growth primarily in North America.

         45. The 2001 third quarter Form 10-Q included the following additional
representations:

             These interim Consolidated Financial Statements have been prepared
             by CMS Energy and reviewed by the independent public accountant in
             accordance with SEC rules and regulations. As such, certain
             information and footnote disclosures normally included in financial
             statements prepared in accordance with generally accepted
             accounting principles have been condensed or omitted. Certain prior
             year amounts have been reclassified to conform to the presentation
             in the current year. In management's opinion, the unaudited
             information contained in this report reflects all adjustments
             necessary to assure the fair presentation of financial position,
             results of operations and cash flows for the periods presented. The
             Condensed Notes to Consolidated Financial Statements and the
             related Consolidated Financial Statements should be read in
             conjunction with the Consolidated Financial Statements and Notes to
             Consolidated Financial Statements contained in CMS Energy's Form
             10-K for the year ended December 31, 2000, which includes the
             Reports of Independent Public Accountants. Due to the seasonal
             nature of CMS Energy's operations, the results as presented for
             this interim period are not necessarily indicative of results to be
             achieved for the fiscal year.

         46. On December 3, 2001, CMS announced that it had closed a $1.635
billion limited recourse project financing for construction of a power
generation and water desalination project in the United Arab Emirates.

         47. On January 7, 2002, CMS announced a revision of earnings
estimates for fiscal 2001 of approximately 35 cents per share below previous
guidance, blaming "significantly




                                     - 19 -
<PAGE>

warmer than normal fourth quarter weather affecting its Michigan gas
distribution utility, lower gas and electric sales due to the economic slowdown,
additional electric generating plant maintenance costs and increased electric
distribution repair costs due to storm damage."

         48. On February 4, 2002, CMS released its financial results for the
fourth quarter and year ended December 31, 2001. CMS did not highlight revenues
for the quarter, nor emphasis increased trading volume by its power marketing
and service business, as it had for the previous five quarters. The press
release stated, in part:

             Energy marketing, services and trading operating income for 2001
             was $71 million, up from $14 million in 2000, due to increased long
             term power sales contracts and wholesale gas and power trading
             activity. For the fourth quarter, operating income for the energy
             marketing, services and trading business was a loss of $7 million,
             down from operating income of $12 million during the same period
             last year, due primarily to lower wholesale gas trading revenues
             and increased operating expenses, partially offset by increased
             long-term power sales.

         49. On March 29, 2002, CMS filed its Annual Report on Form 10-K for the
year ended December 31, 2001, incorporating the financial results released by
CMS on February 4, 2002. CMS reported revenues of $4 billion for the year ended
December 31, 2001 from its energy marketing and trading business and included
the following additional disclosure:

             MARKETING, SERVICES AND TRADING CMS MST provides gas, oil, and
             electric marketing, risk management and energy management services
             to industrial, commercial, utility and municipal energy users
             throughout the United States and abroad. CMS MST has grown
             dramatically since its inception in 1996. CMS Energy intends to use
             CMS MST to focus on wholesale customers such as municipals,
             cooperative electric companies and industrial and commercial
             customers. In 2001, CMS MST marketed approximately 750 bcf of
             natural gas, 51,790 GWh of electricity, 33 million barrels of crude
             oil and 11 million barrels of natural gas liquids annually. From
             1997 through 2001, CMS MST also performed 300 energy management
             services



                                     - 20 -
<PAGE>



             projects. At December 31, 2001, CMS MST had more than 10,300
             customers, transported gas on more than 40 gas pipelines and was
             active in most of the 50 states and Canada. In 2001, CMS MST's
             operating revenue was $4.0 billion.

                                      * * *

             MARKETING, SERVICES AND TRADING RESULTS OF OPERATIONS

             PRETAX OPERATING INCOME: For the year 2001, pretax operating income
             increased $57 million (407 percent) from the comparable period in
             2000. The increase reflects higher gas (750 bcf vs. 615 bcf) and
             electric (51,790 GWh vs. 37,781 GWh) marketed volumes and average
             gas margins, the mark-to-market value from origination of long term
             power contracts, net of reserves, and higher earnings of the energy
             management services business, partially offset by reduced net
             wholesale power trading activity and higher operating expenses.

             For the year 2000, pretax operating income increased $10 million
             from the comparable period in 1999. The increase reflects increased
             earnings from wholesale gas trading, increased LNG sales, and
             earnings from an energy management services business acquired in
             late 1999. The volumes of marketed natural gas and power traded
             increased 31 percent and 919 percent, respectively. Partially
             offsetting these increases were lower power trading margins,
             primarily due to cooler than normal summer weather in Michigan, and
             increased operating expenses as the business continues to expand
             its trading and marketing activities and increase its customer
             base.

                                      * * *


             MARKETING, SERVICES AND TRADING OUTLOOK: CMS Energy intends to use
             its marketing, services and trading business to focus on customers
             such as LDC's, municipals, cooperative electric companies, and
             industrial and commercial businesses in selected locations in North
             America. CMS Energy's marketing and trading business also intends
             to contract for use of significant gas transportation and storage
             assets as well as energy and generating capacity in North America
             to provide a platform for wholesale marketing, trading, and
             physical arbitrage. CMS Energy also seeks



                                     - 21 -
<PAGE>



             to continue developing importing and marketing opportunities for
             LNG. CMS Energy plans to capitalize on favorable market conditions
             for energy performance contracting by expanding its services
             business in selected markets.

             Recent events related to very large market makers in the energy
             trading market have raised concerns about liquidity in this market.
             Management cannot predict what effect these events may have on the
             liquidity of the trading markets in the short-term, but believes
             the markets will be stable and grow over the long term.

         50. On May 1, 2002, CMS announced its financial results for the first
quarter ended March 31, 2002. The press release stated, in part:

             First quarter operating revenue totaled $2.5 billion, versus $2.9
             billion in the first quarter of 2001, due to decreased electric and
             natural gas utility sales and natural gas transmission revenues
             resulting from near record warm winter weather and continued weak
             economic conditions.

         51. Then, on May 9, 2002, an article appeared in The Wall Street
Journal, titled "Dynegy Trades Draw SEC Scrutiny." The article stated in
pertinent part as follows:

             Dynegy last fall conducted two pairs of massive electric-power
             trades that cancelled each other out, in an apparent bid to gain
             bragging rights as the company was seeking to take over the
             dominant position in online energy trading from Enron Corp., a move
             that led federal regulators to open yet another front in its
             scrutiny of the company.

                                      * * *

             The Dynegy trades"executed at precisely the same moment for exactly
             the same price"cancelled each other out. As a result, they didn't
             yield profits for Dynegy or its trading partner, a unit of CMS
             Energy Corp. of Dearborn, Mich. The transactions, valued internally
             by Dynegy at a combined $1.7 billion would have accounted for 13%
             of the total fourth-quarter value traded on Dynegydirect and more
             than half of the increase in trading values between the third and
             fourth quarters . . .




                                     - 22 -
<PAGE>





         52. The same day, May 9, 2002, CMS issued a press release regarding its
trades with Dynegy.

             CMS Energy Corporation announced that an article in today's Wall
             Street Journal on energy trading transactions in November 2001
             between its energy marketing unit, CMS Marketing, Services and
             Trading (CMS-MST) and Dynegy, Inc., incorrectly characterized the
             trades, which generated no profit or loss, as being initiated at
             the request of Dynegy. CMS Energy clarified today that two November
             15, 2001 electricity trades between CMS-MST and Dynegy were
             initiated by CMS-MST.

             CMS Energy did not record any revenue or income to its financial
             statements as a result of these trades. CMS Energy stopped engaging
             in such transactions late last year.

         53. The next day, May 10, 2002, CMS announced that the SEC was
conducting an informal inquiry regarding its "round-trip" trading practices. The
press release stated in pertinent part as follows:


             CMS Energy Corporation announced today that the U.S. Securities and
             Exchange Commission (SEC) staff has asked it to provide information
             in connection with an informal inquiry into simultaneous purchases
             and sales of electricity with the same counterparties at the same
             price. These transactions, which involved no profit or loss, are of
             the type which were the subject of recent press reports.

             CMS Energy is cooperating fully with the SEC in this matter.

         54. In fact, CMS's statements and misrepresentations throughout the
Class Period in its press releases and other reports and its financial
statements included in its Annual Reports on Form 10-K and Quarterly Reports on
Form 10-Q for fiscal 2000 and 2001 were materially false and misleading in that
they failed to disclose that the Company had artificially inflated its revenues
by engaging in round-trip electricity trades. Moreover, CMS's financial
statements violated GAAP and SEC rules by including approximately $4.4 billion
of revenues in financial


                                     - 23 -

<PAGE>
statements from transactions that lacked any economic substance in order to
manipulate the market and investors into thinking that CMS was becoming a
significant, if not a major, player in the power marketing industry in the
United States.

         55. On May 13, 2002, Reliant Resources, Inc. ("Reliant"), a Texas
energy trading and services company disclosed that it had engaged in "round trip
trading", which had boosted its revenues by more than 10% during its fiscal
1999, 2000 and 2001. Reliant identified CMS as the counter-party with which it
had conducted the majority of its "round-trip" trading.

         56. An article in the Houston Chronicle dated May 13, 2002, titled
"Phony trades common?" indicated that CMS was the party that had initiated the
"round-trip" trades with Dynegy. The article stated in pertinent part as
follows:

              Last week, Dynegy and CMS confirmed that they did round trip
              trades with each other.

              The deals were done at CMS's request, and Dynegy said one reason
              it wanted to conduct them was to test its computer systems for
              handling large trades.

         57. On disclosure of the extent and the multiple counter-parties of
CMS's trading practices, CMS common stock fell from a high of $20.06 on May 10,
2002 to a low of $15.72 on May 13, 2002, or a single-day decline of more than
21% on high volume, and down more than 45% from the Class Period high.

         58. On May 15, 2002, CMS finally provided information with respect to
its "round-trip" trading practices. In a press release, CMS stated in pertinent
part as follows:

              CMS Energy Corporation today reported the preliminary results of
              an internal review indicating its energy marketing unit, CMS
              Marketing, Services and Trading (CMS-MST), entered into "round
              trip" electricity trades involving simultaneous purchases and
              sales



                                      -24-
<PAGE>


              with the same counter-parties at the same price from May 2000
              through mid-January 2002. Thirteen of the trades accounted for
              about 98 percent of the volume. All such CMS trades were with
              either Dynegy Power Marketing, Inc. or Reliant Energy Services,
              Inc. These simultaneous transactions, in which electricity was
              sold and re-purchased without profit, loss or cash flow impact to
              CMS Energy, had the effect of increasing trading volumes.

              After internally concluding that the cessation of such trades was
              in the Company's best interests, CMS stopped such trades in
              January 2002.

              CMS-MST has not participated in any electricity trading in
              California's energy market, accordingly none of the round trip
              trades involved California.

              CMS ENERGY DECIDED AFTER THE THIRD QUARTER OF 2001 THAT NOT
              RECORDING THESE TRADES IN EITHER REVENUE OR EXPENSE WAS A MORE
              APPROPRIATE REPRESENTATION OF THE NATURE OF THESE TRANSACTIONS.

              THEREFORE, NO REVENUE OR EXPENSE WAS RECORDED IN ITS FINANCIAL
              STATEMENTS IN THE FOURTH QUARTER OF 2001 FROM SUCH TRADES. REVENUE
              AND EXPENSE WERE RE-STATED FOR THE FIRST THREE QUARTERS OF 2001 TO
              ELIMINATE $3.4 BILLION OF PREVIOUSLY REPORTED REVENUE AND EXPENSE.
              THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR 2001, ISSUED IN
              MARCH, REFLECTS ONLY $5 MILLION REVENUE AND EXPENSE FROM SUCH
              TRADES, WHICH WAS INADVERTENTLY INCLUDED. FOR 2000, THESE TRADES
              REPRESENTED $1.0 BILLION OF REVENUE AND EXPENSE. THE TRADES HAD NO
              EFFECT ON THE COMPANY'S EARNINGS, CASH FLOW OR BALANCE SHEET FOR
              2001 OR 2000.

              CMS's internal review found that these trades included 79.3
              million megawatt-hours in 2001 and 29.6 million megawatt-hours in
              2000. With these trades subtracted, electric trading volumes for
              2001 totaled 31 million megawatt-hours and for 2000 totaled 8.3
              million megawatt-hours.

         59 A Reuters' article dated May 15, 2002, titled "CMS admits to $4.4
bln worth of bogus power trades" provided additional information. The article
stated in pertinent part as follows:



                                      -25-
<PAGE>

              CMS Energy Corp. on Wednesday said it entered into bogus
              electricity trades that inflated revenues and expenses by $4.4
              billion over 18 months in an attempt to become a leading energy
              trader.

              Dearborn, Michigan based CMS said it stopped "wash" trades, in
              which traders buy and resell electricity without profit or loss,
              in mid-January. The company said an internal review found the
              bogus trades accounted for nearly 80 percent of electricity traded
              in 2001, and more than 70 percent the year before.

              The company also said it restated revenues and expenses downward
              by $3.4 billion for the first three quarters of 2001, which was
              reflected in its annual filing done in March.

              The disclosure of "wash" trades by CMS and other traders has
              increased investor disenchantment with the power sector, which has
              been hit hard by questions about accounting and hidden debt since
              Enron Corp.'s demise last year.

              "Companies were gearing for positions in the trading ranks and
              this is one of the ways they went about it," said Jeff
              Gildersleeve, an analyst at Argus Research.

              He added, "It was always suspected that energy companies had quite
              a bit of leeway in their accounting, especially in the energy
              trading arena and certain companies were more aggressive than
              others."

                                      * * *

              CMS said it did 13 trades, which accounted for 98 percent of the
              company's volume, from May 2000 until mid-January. All the trades
              were done with units of Dynegy Inc. and CMS Inc.

                                      * * *

              CMS said the bogus trades had no effect on its earnings, cash flow
              or balance sheet for 2001 or 2000.

              CMS said after the third quarter of 2001 it decided not to record
              revenue or expense for these trades, as that would more
              appropriately reflect the nature of the transactions.



                                      -26-
<PAGE>

              Analysts and a former U.S. Securities and Exchange Commission
              official have said since the trades were not conducted to make a
              profit, but rather for painting a better financial picture, they
              suggest at least some impropriety.

              CMS said even after the restatement, its 2001 results
              "inadvertently" include $5 million of revenue and expense from
              "wash" trades. The trades represented $1 billion of revenue and
              expense in 2000, but no decision has been made on whether to
              restate results for that year, the CMS spokesman said.

              The restatement shows that "it became more evident as time went on
              that this sort of aggressive accounting practice would be looked
              at unfavorably," Gildersleeve said.

              "I think all companies were fairly aggressive and that's changed
              drastically over the past several months."

              Last week, CMS said federal regulators asked it to provide
              information for an informal inquiry into wash trades. Also last
              week, The Wall Street Journal reported the Securities and Exchange
              Commission was looking into bogus trades between CMS and Dynegy
              Inc. valued at $1.7 billion.

              CMS said it was cooperating with the inquiry by the SEC as well as
              another inquiry by the Commodity Futures Trading Commission.

         60 Another Reuters article dated May 15, 2002, titled "For accountants
it's clear, wash trades are illegal" provided additional detail with respect to
CMS's trading practices. The article stated in pertinent part as follows:

              The bogus trades that have the likes of energy traders Dynegy Inc.
              and CMS Energy Corp. in hot water didn't just push the envelope of
              accounting laws, they were outright illegal, accounting experts
              say.

              The disclosure of round-trip or "wash" trades, the buying and
              reselling of a commodity to boost revenue and trading volume
              without financial risk, has shocked investors still smarting from
              the demise of Enron Corp.




                                      -27-
<PAGE>

              "RECORDING REVENUES FROM ROUND-TRIP TRADES WOULD BE A SPECIES OF
              FRAUD BECAUSE THEY'RE OVERSTATING REVENUES," SAID ROBERT WAXMAN, A
              FORMER PARTNER AT DELOITTE & TOUCHE, WHO HEADS UP HIS OWN
              ACCOUNTING FIRM NOW.

              In the latest revelation of round-trip trading, CMS Energy Corp.
              on Wednesday said it inflated revenues and expenses by $4.4
              billion over 18 months in an attempt to become a leading energy
              trader.

              Few deny the practice is unethical, but its legality in the
              largely deregulated world of wholesale power trading is unclear.
              Over-the-counter trading was specifically exempted from regulation
              by Congress under the Commodity Futures Modernization Act of
              December 2000.

              Muddying matters further is that there are no accounting rules
              that specifically prohibit companies from puffing up revenues from
              the wash trade jamboree. Some analysts have even said wash trades
              were of no great consequence, as they did not change a company's
              bottom line.

              ACCOUNTING EXPERTS, HOWEVER, SAID THE ILLEGALITY OF WASH TRADING
              BOILS DOWN TO THE BASIC TENET OF FINANCIAL REPORTING: YOU DON'T
              BOOK REVENUE FROM A SALE THAT LACKS SUBSTANCE.

              A SUBSTANTIVE SALE WOULD HAVE TO TRANSFER AT LEAST SOME BENEFIT OR
              RISK -- OF A DROP IN PRICES, FOR EXAMPLE -- BETWEEN THE PARTIES
              TRADING, SAID WAXMAN, WHO IS ALSO A MEMBER OF THE NEW YORK STATE
              SOCIETY OF CERTIFIED PUBLIC ACCOUNTANTS.

              "IT'S PRETTY MUCH A MATTER OF COMMON SENSE," SAID JACK CIESIELSKI,
              AN ACCOUNTANT WHO PUBLISHES THE WIDELY READ ANALYST'S ACCOUNTING
              OBSERVER. "IF THE TRANSACTION LACKS ANY SUBSTANCE, WHY WOULD YOU
              RECORD IT?"

              MATERIALLY MISSTATING STATEMENTS

              The Financial Accounting Standards Board, the accounting body that
              sets accounting rules in the United States, and probably the
              ultimate authority on the issue, seems to agree.

              "IT WOULD SEEM UNJUSTIFIED TO BOOK REVENUE," SAID SHERI THOMPSON,
              A SPOKESWOMAN FOR FASB. "IF YOU HAVE AN ARRANGEMENT OR A
              PREARRANGEMENT IN PLACE WITH ANOTHER PARTY,




                                      -28-
<PAGE>

              WHERE YOU'RE GOING TO BE SELLING SOMETHING AND THEN BUYING THAT
              SAME THING BACK AND THERE'S AN AGREED UPON PRICE BETWEEN THE
              PARTIES WHERE YOU'RE CREATING ESSENTIALLY A WASH, IT'S REALLY NOT
              A SUBSTANTIVE TRANSACTION."

              In any case, companies aren't supposed to knowingly engage in
              "conduct that materially misstates financial statements," as
              proclaimed by the Securities Exchange Act of 1934, Waxman said.
              That act addresses the financial reporting requirements of public
              companies.

              CMS acknowledged the wash trades it entered into were not in the
              company's best interests, and stopped such trading in January.

                           FALSE FINANCIAL STATEMENTS

         61 In order to falsely state revenues during the Class Period,
Defendants caused CMS to violate GAAP and SEC rules by including approximately
$4.4 billion of revenues in financial statements from transactions that lacked
any economic substance in order to manipulate the market and investors into
thinking that CMS was becoming a significant, if not a major, player in the
power marketing industry. Defendants' failure to properly account for the
"round-trip" trading contracts caused CMS to record more than $4.4 billion of
revenues that lacked any economic substance throughout the Class Period, and,
therefore, misstated CMS's revenues throughout the Class Period.

         62 CMS has admitted that its financial statements, including Annual
Reports on Form 10-K and Quarterly Reports on Form 10-Qs contained revenues from
round-trip trading.

         63 CMS included its false and incorrect financial statements and
results in press releases and in SEC filings, including the Annual Reports on
Form 10-K and Quarterly Reports on Form 10-Qs for 2000 and 2001. These SEC
filings represented that the financial information


                                      -29-
<PAGE>

presented therein was a fair statement of CMS's financial results and that the
results were prepared in accordance with GAAP.

         64 These representations were false and misleading as to the financial
information reported, as such financial information was not prepared in
conformity with GAAP, nor was the financial information a "fair representation"
of CMS's operations due to the Company's improper accounting for $4.4 billion of
revenues recognized from "round-trip" trades with Dynegy and Reliant, causing
the financial results to be presented in violation of GAAP and SEC rules.

         65 Regulation S-X [17 C.F.R. Sec.210.4-01(a)(1)] states that financial
statements filed with the SEC which are not prepared in compliance with GAAP are
presumed to be misleading and inaccurate. Regulation S-X requires that interim
financial statements must also comply with GAAP, with the exception that interim
financial statements need not include disclosure that would be duplicative of
disclosures accompanying annual financial statements.

         66 Due to these accounting improprieties, CMS presented its financial
results in a manner which violated GAAP, including the following fundamental
accounting principles:

         (a) The principle that interim financial reporting should be based upon
the same accounting principles and practices used to prepare annual financial
statements was violated (APB No. 20, para. 10);

         (b) The principal that financial reporting should provide information
that is useful to present and potential investors and creditors and other users
in making rational investment, credit and similar decisions was violated (FASB
Statement of Concepts No. 1, para. 34);




                                      -30-
<PAGE>

         (c) The principal that financial reporting should provide information
about the economic resources of an enterprise, the claims to those resources,
and effects of transactions, events and circumstances that change resources and
claims to those resources was violated (FASB Statement of Concepts No. 1, para.
40);

         (d) The principle that financial reporting should provide information
about how management of an enterprise has discharged its stewardship
responsibility to owners (stockholders) for the use of enterprise resources
entrusted to it was violated. To the extent that management offers securities of
the enterprise to the public, it voluntarily accepts wider responsibilities for
accountability to prospective investors and the public in general (FASB
Statements of Concepts No. 1, para. 50);

         (e) The principle that financial reporting should provide information
about an enterprise's financial performance during a period was violated.
Investors and creditors often use information about the past to help in
assessing the prospects of an enterprise. Thus, although investment and credit
decisions reflect investors' expectations about future enterprise performance,
those expectations are commonly based at least partly on evaluations of past
enterprise performance (FASB Statement of Concepts No. 1, para. 42);

         (f) The principle that financial reporting should be reliable in that
it represents what it purports to represent was violated. That information
should be reliable as well as relevant is a notion that is central to accounting
(FASB Statement of Concepts No. 2, paras. 58-59);

         (g) The principle of completeness, which means that nothing is left out
of the information that may be necessary to insure that it validly represents
underlying events and conditions was violated (FASB Statement of Concepts No. 2,
para. 79); and




                                      -31-
<PAGE>

         (h) The principle that conservatism be used as a prudent reaction to
uncertainty to try to ensure that uncertainties and risks inherent in business
situations are adequately considered was violated. The best way to avoid injury
to investors is to try to ensure that what is reported represents what it
purports to represent (FASB Statement of Concepts No. 2, paras. 95, 97).

         67 Further, the undisclosed adverse information concealed by Defendants
during the Class Period is the type of information which because of SEC
regulations, regulations of the national stock exchanges and customary business
practices, is expected by investors and securities analysts to be disclosed and
is known by corporate officials and their legal and financial advisors to be the
type of information which is expected to be and must be disclosed.

         68 The market for CMS's securities was open, well-developed and
efficient at all relevant times. As a result of these materially false and
misleading statements and failures to disclose, CMS's common stock traded at
artificially inflated prices during the Class Period. Plaintiff and other
members of the Class purchased or otherwise acquired CMS securities relying upon
the integrity of the market price of CMS's securities and market information
relating to CMS, and have been damaged thereby.

         69 During the Class Period, Defendants materially misled the investing
public, thereby inflating the price of CMS's common stock, by publicly issuing
false and misleading statements and omitting to disclose material facts
necessary to make defendant's statements, as set forth herein, not false and
misleading. Said statements and omissions were materially false and misleading
in that they failed to disclose material adverse information and misrepresented
the truth about the Company, its business and operations, as alleged herein.



                                      -32-
<PAGE>

         70 At all relevant times, the material misrepresentations and omissions
particularized in this Complaint directly or proximately caused or were a
substantial contributing cause of the damages sustained by plaintiff and other
members of the Class. As described herein, during the Class Period, defendants
made or caused to be made a series of materially false or misleading statements
about CMS's business, prospects and operations. These material misstatements and
omissions had the cause and effect of creating in the market an unrealistically
positive assessment of CMS and its business, prospects and operations, thus
causing the Company"s securities to be overvalued and artificially inflated at
all relevant times.

         71 Defendants' materially false and misleading statements during the
Class Period resulted in Plaintiff and other members of the Class purchasing the
Company's securities at artificially inflated prices, thus causing the damages
complained of herein.

                         ADDITIONAL SCIENTER ALLEGATIONS

         72 As alleged herein, Defendants acted with scienter in that Defendants
knew that the public documents and statements issued or disseminated in the name
of the Company were materially false and misleading; knew that such statements
or documents would be issued or acquiesced in the issuance or dissemination of
such statements or documents as primary violations of the federal securities
laws. As set forth elsewhere herein in detail, Defendants, by virtue of their
receipt of information reflecting the true facts regarding CMS, their control
over, and/or receipt and/or receipt of information of CMS's allegedly materially
misleading misstatements and/or his associations with the Company which made him
privy to confidential proprietary information concerning CMS, participated in
the fraudulent scheme alleged herein.





                                      -33-
<PAGE>
                    APPLICABILITY OF PRESUMPTION OF RELIANCE:
                          FRAUD-ON-THE-MARKET DOCTRINE

         73 At all relevant times, the market for CMS' securities was an
efficient market for the following reasons, among others:

         (a) CMS common stock met the requirements for listing, and was listed
and actively traded on the NYSE, a highly efficient and automated market;

         (b) As a regulated issuer, NYSE filed periodic public reports with the
SEC and the NYSE;

         (c) CMS regularly communicated with public investors via established
market communication mechanisms, including through regular disseminations of
press releases on the national circuits of major newswire services and through
other wide-ranging public disclosures, such as communications with the financial
press and other similar reporting services; and

         (d) CMS was followed by several securities analysts employed by major
brokerage firms who wrote reports which were distributed to the sales force and
certain customers of their respective brokerage firms. Each of these reports was
publicly available and entered the public marketplace.

         74 As a result of the foregoing, the market for CMS securities promptly
digested current information regarding CMS from all publicly available sources
and reflected such information in the price of CMS stock. Under these
circumstances, all purchasers of CMS securities during the Class Period suffered
similar injury through their purchase of CMS securities at artificially inflated
prices and a presumption of reliance applies.



                                      -34-
<PAGE>

                                 NO SAFE HARBOR

         75 The statutory safe harbor provided for forward-looking statements
under certain circumstances does not apply to any of the allegedly false
statements pleaded in this complaint. Many of the specific statements pleaded
herein were not identified as "forward-looking statements" when made. To the
extent there were any forward-looking statements, there were no meaningful
cautionary statements identifying important factors that could cause actual
results to differ materially from those in the purportedly forward-looking
statements. Alternatively, to the extent that the statutory safe harbor does
apply to any forward-looking statements pleaded herein, Defendants are liable
for those false forward-looking statements because at the time each of those
forward-looking statements was made, the particular speaker knew that the
particular forward-looking statement was false, and/or the forward-looking
statement was authorized and/or approved by an executive officer of CMS who knew
that those statements were false when made.

                                   FIRST CLAIM
                          VIOLATION OF SECTION 10(b) OF
                     THE EXCHANGE ACT AGAINST AND RULE 10B-5
                  PROMULGATED THEREUNDER AGAINST ALL DEFENDANTS

         76 Plaintiff repeats and realleges each and every allegation contained
above as if fully set forth herein.

         77 During the Class Period, CMS and the Individual Defendants, and each
of them, carried out a plan, scheme and course of conduct which was intended to
and, throughout the Class Period, did: (i) deceive the investing public,
including Plaintiff and other Class members, as alleged herein; (ii)
artificially inflate and maintain the market price of CMS securities; and (iii)
cause Plaintiff and other members of the Class to purchase CMS securities at
artificially inflated



                                      -35-
<PAGE>


prices. In furtherance of this unlawful scheme, plan and course of conduct,
Defendants, and each of them, took the actions set forth herein.

         78 Defendants (a) employed devices, schemes, and artifices to defraud;
(b) made untrue statements of material fact and/or omitted to state material
facts necessary to make the statements not misleading; and (c) engaged in acts,
practices, and a course of business which operated as a fraud and deceit upon
the purchasers of the Company's securities in an effort to maintain artificially
high market prices for CMS securities in violation of Section 10(b) of the
Exchange Act and Rule 10b-5. All Defendants are sued either as primary
participants in the wrongful and illegal conduct charged herein or as
controlling persons as alleged below.

         79 In addition to the duties of full disclosure imposed on Defendants
as a result of their making of affirmative statements and reports, or
participation in the making of affirmative statements and reports to the
investing public, Defendants had a duty to promptly disseminate truthful
information that would be material to investors in compliance with the
integrated disclosure provisions of the SEC as embodied in SEC Regulation S-X
(17 C.F.R. Sections 210.01 et seq.) and Regulation S-K (17 C.F.R. Sections
229.10 et seq.) and other SEC regulations, including accurate and truthful
information with respect to the Company's operations, financial condition and
earnings so that the market price of the Company's securities would be based on
truthful, complete and accurate information.

         80 CMS and the Individual Defendants, individually and in concert,
directly and indirectly, by the use, means or instrumentalities of interstate
commerce and/or of the mails, engaged and participated in a continuous course of
conduct to conceal adverse material information about the business, operations
and future prospects of CMS as specified herein.



                                      -36-
<PAGE>


         81 These Defendants employed devices, schemes and artifices to defraud,
while in possession of material adverse non-public information and engaged in
acts, practices, and a course of conduct as alleged herein in an effort to
assure investors of CMS"s value and performance and continued substantial
growth, which included the making of, or the participation in the making of,
untrue statements of material facts and omitting to state material facts
necessary in order to make the statements made about CMS and its business
operations and future prospects in the light of the circumstances under which
they were made, not misleading, as set forth more particularly herein, and
engaged in transactions, practices and a course of business which operated as a
fraud and deceit upon the purchasers of CMS securities during the Class Period.

         82 The Individual Defendants' primary liability, and controlling person
liability, arises from the following facts: (i) the Individual Defendants were
high-level executives and/or directors at the Company during the Class Period;
(ii) the Individual Defendants were privy to and participated in the creation,
development and reporting of the Company's internal budgets, plans, projections
and/or reports; and (iii) the Individual Defendants were aware of the Company's
dissemination of information to the investing public which they knew or
recklessly disregarded was materially false and misleading.

         83 The Defendants had actual knowledge of the misrepresentations and
omissions of material facts set forth herein, or acted with reckless disregard
for the truth in that they failed to ascertain and to disclose such facts, even
though such facts were available to them. Such Defendants' material
misrepresentations and/or omissions were done knowingly or recklessly and for
the purpose and effect of concealing CMS's operating condition and future
business



                                      -37-
<PAGE>

prospects from the investing public and supporting the artificially inflated
price of its securities. As demonstrated by Defendants' overstatements and
misstatements of the Company's business, operations and earnings throughout the
Class Period, Defendants, if they did not have actual knowledge of the
misrepresentations and omissions alleged, were reckless in failing to obtain
such knowledge by deliberately refraining from taking those steps necessary to
discover whether those statements were false or misleading.

         84 As a result of the dissemination of the materially false and
misleading information and failure to disclose material facts, as set forth
above, the market price of CMS securities was artificially inflated during the
Class Period. In ignorance of the fact that market prices of CMS publicly-traded
securities were artificially inflated, and relying directly or indirectly on the
false and misleading statements made by Defendants, or upon the integrity of the
market in which the securities trade, and/or on the absence of material adverse
information that was known to or recklessly disregarded by Defendants but not
disclosed in public statements by Defendants during the Class Period, Plaintiff
and the other members of the Class acquired CMS securities during the Class
Period at artificially high prices and were damaged thereby.

         85 At the time of said misrepresentations and omissions, Plaintiff and
other members of the Class were ignorant of their falsity, and believed them to
be true. Had Plaintiff and the other members of the Class and the marketplace
known of the true financial condition and business prospects of CMS, which were
not disclosed by Defendants, Plaintiff and other members of the Class would not
have purchased or otherwise acquired their CMS securities, or, if they had
acquired such securities during the Class Period, they would not have done so at
the artificially inflated prices which they paid.



                                      -38-
<PAGE>

         86 By virtue of the foregoing, Defendants have violated Section 10(b)
of the Exchange Act, and Rule 10b-5 promulgated thereunder.

         87 As a direct and proximate result of Defendants' wrongful conduct,
Plaintiff and the other members of the Class suffered damages in connection with
their respective purchases and sales of the Company's securities during the
Class Period.

                                  SECOND CLAIM
                          VIOLATION OF SECTION 20(a) OF
               THE EXCHANGE ACT AGAINST THE INDIVIDUAL DEFENDANTS

         88 Plaintiff repeats and realleges each and every allegation contained
above as if fully set forth herein.

         89 The Individual Defendants acted as a controlling person of CMS
within the meaning of Section 20(a) of the Exchange Act as alleged herein. By
virtue of his high-level positions, and his ownership and contractual rights,
participation in and/or awareness of the Company's operations and/or intimate
knowledge of the statements filed by the Company with the SEC and disseminated
to the investing public, the Individual Defendants had the power to influence
and control and did influence and control, directly or indirectly, the
decision-making of the Company, including the content and dissemination of the
various statements which Plaintiff contends are false and misleading. The
Individual Defendants were provided with or had unlimited access to copies of
the Company's reports, press releases, public filings and other statements
alleged by Plaintiff to be misleading prior to and/or shortly after these
statements were issued and had the ability to prevent the issuance of the
statements or cause the statements to be corrected.



                                      -39-
<PAGE>

         90 In particular, the Individual Defendants had direct and supervisory
involvement in the day-to-day operations of the Company and, therefore, are
presumed to have had the power to control or influence the particular
transactions giving rise to the securities violations as alleged herein, and
exercised the same.

         91 As set forth above, CMS and the Individual Defendants each violated
Section 10(b) and Rule 10b-5 by their acts and omissions as alleged in this
Complaint. By virtue of their position each as a controlling person, the
Individual Defendants are liable pursuant to Section 20(a) of the Exchange Act.
As a direct and proximate result of CMS's and the Individual Defendants'
wrongful conduct, Plaintiff and other members of the Class suffered damages in
connection with their purchases of the Company's securities during the Class
Period.

             WHEREFORE, Plaintiff prays for relief and judgment, as follows:

         (a) Determining that this action is a proper class action, designating
Plaintiff as Lead Plaintiff and certifying Plaintiff as a class representative
under Rule 23 of the Federal Rules of Civil Procedure and Plaintiff's counsel as
Lead Counsel;

         (b) Awarding compensatory damages in favor of Plaintiff and the other
Class members against all Defendants, jointly and severally, for all damages
sustained as a result of Defendants' wrongdoing, in an amount to be proven at
trial, including interest thereon;

         (c) Awarding Plaintiff and the Class their reasonable costs and
expenses incurred in this action, including counsel fees and expert fees; and

         (d) Such other and further relief as the Court may deem just and
proper.

                               JURY TRIAL DEMANDED

Plaintiff hereby demands a trial by jury.


                                      -40-
<PAGE>

Dated:            May 17, 2002



                                        MANTESE MILLER AND MANTESE, P.L.L.C.

                                        By: ___________________________________
                                        E. Powell Miller
                                        Gerard Mantese
                                        1301 W. Long Lake Road, Suite 135
                                        Troy, Michigan  48098
                                        (248) 267-1200

                                        MILBERG WEISS BERSHAD
                                          HYNES & LERACH LLP
                                        Steven G. Schulman
                                        Samuel H.  Rudman
                                        One Pennsylvania Plaza - 49th Floor
                                        New York, NY  10119
                                        (212) 594-5300

                                        CAULEY GELLER BOWMAN
                                          & COATES LLP
                                        Paul Geller One Boca Place
                                        2255 Glades Road, Suite 421A
                                        Boca Raton, FLA 33431
                                        (561) 750-3000

                                        SCHIFFRIN & BARROWAY, LLP
                                        Marc A. Topaz
                                        Three Bala Plaza East Suite 500
                                        Bala Cynwyd, PA 19004
                                        (610) 667-7706

                                        ADEMI & O'REILLY, LLP
                                        Guri Ademi
                                        3620 East Layton Avenue
                                        Cudahy, Wisconsin 53110
                                        (414) 482-8000

                                        Counsel for Plaintiff


                                      -41-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.4
<SEQUENCE>6
<FILENAME>k69934exv99w4.txt
<DESCRIPTION>COMPLAINT DATED MAY 23, 2002
<TEXT>
<PAGE>
                                                                    EXHIBIT 99.4



UNITED STATES DISTRICT COURT
EASTERN DISTRICT OF MICHIGAN

- --------------------------------------------

CRAIG DRIMEL, Individually and on Behalf of )
all Others Similarly Situated,              )
                                            )   Civ. No. ________________
                           Plaintiff,       )
                                            )   CLASS ACTION COMPLAINT FOR
vs.                                         )   VIOLATIONS OF FEDERAL SECURITIES
                                            )   LAWS
CMS ENERGY CORPORATION, CONSUMERS           )
ENERGY COMPANY, WILLIAM T. McCORMICK,       )   JURY TRIAL DEMANDED
JR., DAVID W. JOOS and ALAN M. WRIGHT,      )
                                            )
                           Defendants.      )
                                            )
- --------------------------------------------


                  Plaintiff has alleged the following based upon the
investigation of Plaintiff's counsel, which included a review of United States
Securities and Exchange Commission ("SEC") filings by CMS Energy Corporation
("CMS") and Consumers Energy Company ("Consumers") (together CMS and Consumers
shall hereinafter be referred to as "CMS" or the "Company"), as well as
regulatory filings and reports, securities analysts reports and advisories about
the Company, press releases and other public statements issued by the Company,
and media reports about the Company, and Plaintiff believes that substantial
additional evidentiary support will exist for the allegations set forth herein
after a reasonable opportunity for discovery.

                              NATURE OF THE ACTION

                  1. This is a federal class action on behalf of purchasers of
the securities of CMS between August 3, 2000 to May 10, 2002, inclusive (the
"Class Period"), seeking to pursue remedies under the Securities Exchange Act of
1934 (the "Exchange Act").


<PAGE>
                             JURISDICTION AND VENUE

                  2. The claims asserted herein arise under and pursuant to
Sections 10(b) and 20(a) of the Exchange Act [15 U.S.C. SS. 78j(b) and 78t(a)]
and Rule 10b-5 promulgated thereunder by the SEC [17 C.F.R. SS. 240.10b-5].

                  3. This Court has jurisdiction over the subject matter of this
action pursuant to 28 U.S.C. SS. 1331 and 1337, and Section 27 of the Exchange
Act [15 U.S.C. SS. 78aa].

                  4. Venue is proper in this District pursuant to Section 27 of
the Exchange Act and 28 U.S.C. SS. 1391(b). Many of the acts charged herein,
including the preparation and dissemination of materially false and misleading
information, occurred in substantial part in this District and CMS conducts
business in this District.

                  5. In connection with the acts alleged in this complaint,
Defendants, directly or indirectly, used the means and instrumentalities of
interstate commerce, including, but not limited to, the mails, interstate
telephone communications and the facilities of the national securities markets.

                                     PARTIES

                  6. Plaintiff Craig Drimel, as set forth in the accompanying
certification, incorporated by reference herein, purchased the common stock of
CMS at artificially inflated prices during the Class Period and has been damaged
thereby.

                  7. Defendant CMS is a corporation organized under the laws of
Michigan with its principal executive offices located in Dearborn, Michigan. In
its recent press releases CMS describes itself as follows: "CMS Energy, which
has 85 percent of its assets in the United States, owns and operates an electric
and natural gas distribution company with 1.7 million electric


                                       2

<PAGE>

customers and 1.6 million gas customers; a 15,000 mile natural gas pipeline
system and associated storage facilities; interest in the nation's largest LNG
import facility; approximately 8,000 megawatts of power plants; a midstream
natural gas gathering and processing company with 700 million cubic feet per day
of capacity; an oil and gas exploration and production company with significant
domestic gas reserves; and a leading energy marketing, trading and services
company marketing 750 billion cubic feet of natural gas and 31 million
megawatt-hours of electricity annually."

                  8. Defendant William T. McCormick, Jr. ("McCormick") is, and
at all times relevant to the allegations raised herein was, CMS' Chairman of the
Board of Directors, Chief Executive Officer and a Director, and, until May 2001,
President of CMS.

                  9. Defendant David W. Joos ("Joos") is, and from May 2001 was,
CMS' President and Chief Operating Officer and a Director.

                  10. Defendant Alan M. Wright ("Wright") is, and from May 2001
was, CMS' Executive Vice President, Chief Financial Officer and Chief
Administrative Officer. Prior to May 2001, Defendant Wright was CMS' Vice
President and Chief Financial Officer. At all times relevant to the allegations
raised herein, Defendant Wright was signed each of CMS' filings with the SEC as
CMS' principal financial officer.

                  11. Defendants McCormick, Joos and Wright, together, are
referred to herein as the "Individual Defendants."

                  12. During the Class Period, the Individual Defendants, as
senior executive officers and directors of CMS were privy to confidential and
proprietary information concerning CMS, its operations, finances, financial
condition, present and future business prospects. The Individual Defendants also
had access to material adverse non-public information concerning CMS,



                                       3

<PAGE>

as discussed in detail below. Because of their positions with CMS, the
Individual Defendants had access to non-public information about its business,
finances, products, markets and present and future business prospects via access
to internal corporate documents, conversations and connections with other
corporate officers and employees, attendance at management and board of
directors meetings and committees thereof and via reports and other information
provided to them in connection therewith. Because of their possession of such
information, the Individual Defendants knew or recklessly disregarded the fact
that adverse facts specified herein had not been disclosed to, and were being
concealed from, the investing public.

                  13. The Individual Defendants are liable as direct
participants in, and a co-conspirator with respect to the wrongs complained of
herein. In addition, the Individual Defendants, by reason of their status as
senior executive officers and a director were "controlling persons" within the
meaning of Section 20 of the Exchange Act and had the power and influence to
cause the Company to engage in the unlawful conduct complained of herein.
Because of their positions of control, the Individual Defendants were able to
and did, directly or indirectly, control the conduct of CMS' business.

                  14. The Individual Defendants, because of their positions with
the Company, controlled and/or possessed the authority to control the contents
of its reports, press releases and presentations to securities analysts and
through them, to the investing public. The Individual Defendants were provided
with copies of the Company's reports and press releases alleged herein to be
misleading, prior to or shortly after their issuance and had the ability and
opportunity to prevent their issuance or cause them to be corrected. Thus, the
Individual Defendants had the opportunity to commit the fraudulent acts alleged
herein.

                                       4

<PAGE>

                  15. As senior executive officers and/or directors and
controlling persons of a publicly-traded company whose common stock and other
securities were, and are, registered with the SEC pursuant to the Exchange Act,
and were and are traded on the New York Stock Exchange ("NYSE") and governed by
the federal securities laws, the Individual Defendants had a duty to disseminate
promptly accurate and truthful information with respect to CMS' financial
condition and performance, growth, operations, financial statements, business,
products, markets, management, earnings and present and future business
prospects, to correct any previously issued statements that had become
materially misleading or untrue, so that the market price of CMS" common stock
would be based upon truthful and accurate information. The Individual Defendants
misrepresentations and omissions during the Class Period violated these specific
requirements and obligations.

                  16. The Individual Defendants are liable as participants in a
fraudulent scheme and course of conduct that operated as a fraud or deceit on
purchasers of CMS common stock by disseminating materially false and misleading
statements and/or concealing material adverse facts. The scheme (i) deceived the
investing public regarding CMS' business, operations and management and the
intrinsic value of CMS common stock, (ii) permitted CMS to engage in two
secondary stock offerings, pursuant to which CMS sold more than 21 million
shares of common stock valued at $400.6 million, (iii) permitted CMS to file
shelf registration statements with the SEC, pursuant to which CMS registered
securities valued at $2.7 billion, (iv) permitted Consumers to sell
securitization bonds valued at $469 billion, (v) permitted CMS to obtain
financing of $1.6 billion to complete a strategic power and desalination project
in the Middle East, and (vi) caused Plaintiff and members of the Class to
purchase CMS' common stock and other securities at artificially inflated prices.




                                       5

<PAGE>

                      PLAINTIFF'S CLASS ACTION ALLEGATIONS

                  17. Plaintiff brings this action as a class action pursuant to
Federal Rule of Civil Procedure 23(a) and (b)(3) on behalf of a Class,
consisting of all those who purchased the securities of CMS between August 3,
2000 to May 10, 2002, inclusive (the "Class Period") and who were damaged
thereby. Excluded from the Class are Defendants, the officers and directors of
the Company, at all relevant times, members of their immediate families and
their legal representatives, heirs, successors or assigns and any entity in
which Defendants have or had a controlling interest.

                  18. The members of the Class are so numerous that joinder of
all members is impracticable. Throughout the Class Period, CMS common shares and
other securities were actively traded on the NYSE. While the exact number of
Class members is unknown to Plaintiff at this time and can only be ascertained
through appropriate discovery, Plaintiff believes that there are hundreds or
thousands of members in the proposed Class. Record owners and other members of
the Class may be identified from records maintained by CMS or its transfer agent
and may be notified of the pendency of this action by mail, using the form of
notice similar to that customarily used in securities class actions.

                  19. Plaintiff's claims are typical of the claims of the
members of the Class as all members of the Class are similarly affected by
Defendants' wrongful conduct in violation of federal law that is complained of
herein.

                  20. Plaintiff will fairly and adequately protect the interests
of the members of the Class and has retained counsel competent and experienced
in class and securities litigation.

                  21. Common questions of law and fact exist as to all members
of the Class and predominate over any questions solely affecting individual
members of the Class. Among the




                                       6

<PAGE>

questions of law and fact common to the Class are: (a) whether the federal
securities laws were violated by Defendants' acts as alleged herein; (b) whether
statements made by Defendants to the investing public during the Class Period
misrepresented material facts about the business and operations of CMS; and (c)
to what extent the members of the Class have sustained damages and the proper
measure of damages.

                  22. A class action is superior to all other available methods
for the fair and efficient adjudication of this controversy since joinder of all
members is impracticable. Furthermore, as the damages suffered by individual
Class members may be relatively small, the expense and burden of individual
litigation make it impossible for members of the Class to individually redress
the wrongs done to them. There will be no difficulty in the management of this
action as a class action.

                             SUBSTANTIVE ALLEGATIONS

                  23. The Class Period begins on August 3, 2000. On that date,
CMS released its financial results for second quarter ended June 30, 2000. The
press release stated, in part:

                  Second quarter operating revenue totaled $1.60 billion, up 20
                  percent from $1.33 billion in the second quarter of 1999. For
                  the first six months of 2000, consolidated net income totaled
                  $161 million, or $1.42 per diluted share, compared to $173
                  million, or $1.48 per diluted share, for the same period in
                  1999. Operating revenue for the first half of 2000 totaled
                  $3.43 billion, up 19 percent from $2.87 billion in the first
                  half of 1999, primarily reflecting ownership of the CMS
                  Panhandle Companies for the entire first half of 2000 versus
                  only the second quarter of 1999 and continued revenue growth
                  in CMS Energy's diversified energy businesses.

                  24. On October 11, 2000, CMS filed its second quarter ended
June 30, 2000 Form 10-Q with the SEC, incorporating the financial results
released by CMS on August 3, 2000.


                                       7

<PAGE>

CMS reported revenues of $391 million from its energy marketing and trading
business and included the following additional disclosure:

                  Marketing, Services and Trading Results of Operations

                  Pretax Operating Income: Pretax operating earnings for the
                  three months ended June 30, 2000 increased $4 million from the
                  comparable period in 1999. The increase primarily reflects
                  increased earnings from wholesale gas activities, including
                  mark-to-market adjustments on trading contracts, which
                  benefitted from natural gas market price increases, partially
                  offset by reduced margins from wholesale electric activities.
                  Pretax operating income for the six months ended June 30, 2000
                  increased $4 million from the comparable period in 1999 as a
                  result of increased wholesale gas earnings due to increases in
                  natural gas market prices, increased LNG sales and earnings
                  benefits from an energy management services acquisition made
                  in late 1999, partially offset by reduced margins from
                  wholesale electric activities.

                                      * * *

                  CMS ENERGY INTENDS TO USE ITS MARKETING, SERVICES AND TRADING
                  BUSINESS TO IMPROVE THE RETURN ON CMS ENERGY'S OTHER BUSINESS
                  ASSETS. ONE METHOD TO ACHIEVE THIS GOAL IS TO USE MARKETING
                  AND TRADING TO ENHANCE PERFORMANCE OF ASSETS, SUCH AS GAS
                  RESERVES AND POWER PLANTS. Other strategies include expanding
                  CMS Energy's industrial and commercial energy services to
                  enhance our commodity marketing business, using CMS Energy's
                  gas production as a hedge to commodity risk in other areas of
                  our business, and developing risk management products that
                  address customer needs.

                  25. The 2000 Second Quarter Form 10-Q also included the
following representations:

                  These Condensed Notes and their related Consolidated Financial
                  Statements should be read along with the Consolidated
                  Financial Statements and Notes contained in the 1999 Form 10-K
                  of CMS Energy, which includes the Reports of Independent
                  Public Accountants. Certain prior year amounts have been
                  reclassified to conform with the presentation in the current
                  year. In the opinion of management, the unaudited information
                  herein reflects all adjustments necessary to assure the fair
                  presentation of financial


                                       8
<PAGE>
                  position, results of operations and cash flows for the periods
                  presented.


                  26. On October 13, 2000, CMS announced that it "anticipates
that its third quarter earnings, to be released on October 26, 2000, will be
10-15% higher than the Company's previous guidance of $0.40 per share in
sustainable earnings. THIS IMPROVEMENT IS DUE TO FAVORABLE POWER TRANSACTIONS
AND COST REDUCTIONS."

                  27. On October 17, 2000, CMS announced it had sold 11 million
shares of common stock in a secondary stock offering, netting proceeds of
approximately $305 million, "which will be used to repay debt."

                  28. On October 26, 2000, CMS released its financial results
for third quarter ended September 30, 2000. The press release stated, in part:

                  Third quarter operating revenue totaled $2.40 billion, up 63
                  percent from $1.47 billion in the third quarter of 1999, DUE
                  MAINLY TO INCREASED LOWER-MARGIN ENERGY MARKETING REVENUES.

                  For the first nine months of 2000, earnings were $1.93 per
                  share on consolidated net income of $216 million, compared to
                  earnings of $2.25 per share on consolidated net income of $256
                  million for the same period in 1999. This year's results
                  include 17 cents per share of earnings from asset sales, which
                  the Company does not expect to sustain in future years.
                  Operating revenue for the first nine months of 2000 totaled
                  $5.82 billion, up 34 percent from $4.34 billion in the first
                  nine months of 1999, PRIMARILY REFLECTING INCREASED OIL AND
                  GAS, PIPELINE AND LOWER-MARGIN ENERGY MARKETING REVENUEs.

                  29. On November 11, 2000, CMS filed its third quarter ended
September 30, 2000 Form 10-Q with the SEC, incorporating the financial results
released by CMS on October 26, 2000. CMS reported revenues of $1.034 billion
from its energy marketing and trading business and included the following
additional disclosure:

                                       9


<PAGE>
                  MARKETING, SERVICES AND TRADING RESULTS OF OPERATIONS

                  PRETAX OPERATING INCOME: Pretax operating income for the three
                  months ended September 30, 2000 decreased $2 million from the
                  comparable period in 1999. The decrease primarily reflects
                  decreased earnings from power trading activities, primarily
                  due to cooler than normal summer weather in Michigan,
                  partially offset by increased earnings from wholesale gas
                  activities, which benefitted from natural gas market price
                  increases. The volumes of marketed natural gas and power
                  traded increased 72 percent and over 1,000 percent,
                  respectively. Pretax operating income for the nine months
                  ended September 30, 2000 increased $2 million from the
                  comparable period in 1999 as a result of increased wholesale
                  gas earnings due to capturing gains from natural gas price
                  market volatility, increased LNG sales and earnings benefits
                  from an energy management services acquisition made in late
                  1999. THE VOLUMES OF MARKETED NATURAL GAS AND POWER TRADED
                  INCREASED 65 PERCENT AND 546 PERCENT, RESPECTIVELY. Partially
                  offsetting these increases were decreased earnings from power
                  trading activities, primarily due to cooler than normal summer
                  weather in Michigan.

                                      * * *

                  OUTLOOK
                  As the deregulation and privatization of the energy industry
                  takes place in global energy markets, CMS Energy has
                  positioned itself to be a leading regional diversified energy
                  company developing energy facilities and marketing
                  energy-related services in the United States and selected
                  world growth markets. The key elements of the strategy to
                  achieve this objective are as follows:

                           - Effectively implement the Michigan electric utility
                  restructuring legislation and gas utility customer choice
                  program;

                           - Use the natural gas pipeline business for growth
                  opportunities across other CMS Energy businesses;

                           - Expand the range of energy-related services;

                           - Expand CMS Energy's presence in select high-growth
                  international markets through the diversified energy
                  businesses;

                           - GROW THE MARKETING, SERVICES AND TRADING ACTIVITIES


                                       10
<PAGE>

                  TO OPTIMIZE AND LEVERAGE GAS AND ELECTRIC ASSETS IN THE UNITED
                  STATES; and

                           - Continued management of the asset portfolio.

                  30. The 2000 Second Quarter Form 10-Q also included the
following representations:

                  These Condensed Notes and their related Consolidated Financial
                  Statements should be read along with the Consolidated
                  Financial Statements and Notes contained in the 1999 Form 10-K
                  of CMS Energy, which includes the Reports of Independent
                  Public Accountants. Certain prior year amounts have been
                  reclassified to conform with the presentation in the current
                  year. In the opinion of management, the unaudited information
                  herein reflects all adjustments necessary to assure the fair
                  presentation of financial position, results of operations and
                  cash flows for the periods presented.

                  31. On December 22, 2000, CMS announced that it had "filed
with the Securities and Exchange Commission an S-3 Registration Statement for
$700 million of debt and equity securities that may be issued only upon the
conversion of outstanding convertible preferred securities. CMS Energy will
receive no cash proceeds from these issuances and will incur no additional
liabilities. On Dec. 15, 2000, CMS Energy filed with the Securities and Exchange
Commission another S-3 Registration Statement for the issuance of up to $2
billion of debt and equity securities. This shelf registration statement is
intended to provide flexibility for CMS Energy to issue a wide range of debt,
preferred and common equity securities from time to time in the future." Both
Registration Statements on Form S-3 incorporated by reference the Quarterly
Reports on Form 10-Q for the second and third quarters of 2000.

                  32. On January 24, 2001, CMS released its financial results
for the fourth quarter and year ended December 31, 2000. The press release
stated, in part:




                                       11

<PAGE>
                  Fourth quarter operating revenue totaled $3.19 billion,
                  compared to $1.77 billion in the fourth quarter of 1999.
                  Consolidated operating revenue for 2000 grew 47 percent to
                  $9.0 billion, from $6.1 billion in 1999, DUE LARGELY TO
                  SIGNIFICANTLY INCREASED LOWER-MARGIN ENERGY MARKETING AND
                  TRADING TRANSACTIONs.
                  * * *
                  Significant developments for CMS Energy in 2000 included:

                  completing approximately $1.2 billion of a combination of
                  non-strategic asset sales and project debt removal from the
                  balance sheet;

                  State of Michigan enactment of comprehensive electric
                  restructuring legislation which removed major financial
                  uncertainties and provided for full recovery of stranded costs
                  and authorization for securitization financing to fund a five
                  percent residential electric rate reduction;

                  receiving 55 cargoes of Liquefied Natural Gas (LNG) at its CMS
                  Trunkline LNG Lake Charles regasification facility with
                  attendant gas marketing and transportation revenues, more than
                  doubling the 27 LNG cargoes received in 1999;

                  recording year-end proved oil and gas reserves of 235 million
                  net equivalent barrels, despite the sale of 53 million net
                  equivalent barrels of its reserves in Michigan and Ecuador and
                  production of 10 million barrels during the year from 1999's
                  reserves of 248 million net equivalent barrels. Exploration
                  and development successes in west Texas, Wyoming and
                  Equatorial Guinea partially offset the sale of reserves and
                  production;

                  increasing energy marketing and trading operating earnings by
                  more than three times, to $14 million in 2000 from $4 million
                  in 1999, AS THE ENERGY MARKETING UNIT MADE THE TRANSITION FROM
                  A RETAIL TO WHOLESALE BUSINESS, WITH 614 BILLION CUBIC FEET OF
                  NATURAL GAS MARKETED, AN INCREASE OF 31 PERCENT, AND 37,781
                  GIGAWATT-HOURS OF ELECTRICITY MARKETED, UP 919 PERCENT, IN
                  2000;

                  33. On February 23, 2001, CMS announced that it had sold ten
million shares of


                                       12

<PAGE>
common stock pursuant to a secondary offering, netting proceeds of approximately
$295.6 million, "which will be used to repay debt."

                  34. On March 23, 2001, CMS filed its Annual Report on Form
10-K for the year ended December 31, 2000, incorporating the financial results
released by CMS on January 24, 2001. CMS reported revenues of $3.3 billion for
the year ended December 31, 2000 from its energy marketing and trading business
and included the following additional disclosure:

                  MARKETING, SERVICES AND TRADING

                  CMS MST, formed in 1996 and the surviving entity of a 1997
                  merger with CMS Gas Marketing Company formed in 1987, provides
                  gas, oil, and electric marketing, risk management and energy
                  management services to industrial, commercial, utility and
                  municipal energy users throughout the United States and
                  abroad. CMS MST has grown dramatically since its inception.
                  CMS Energy intends to use CMS MST to enhance performance of
                  CMS Energy assets, such as gas reserves and power plants. CMS
                  MST markets approximately 614 bcf of natural gas, 37,781 GWh
                  of electricity, 31 million barrels of crude oil and 9 million
                  barrels of natural gas liquids. From 1997 through 2000, CMS
                  MST also performed 350 energy management services projects. At
                  December 31, 2000, CMS MST had more than 10,611 customers,
                  transported gas on more than 40 gas pipelines and was active
                  in 39 states and Canada and Brazil. IN 2000, CMS MST'S
                  OPERATING REVENUE WAS $3.3 BILLION.

                                      * * *

                  MARKETING, SERVICES AND TRADING RESULTS OF OPERATIONS

                  PRETAX OPERATING INCOME: For the year 2000, pretax operating
                  income increased $10 million from the comparable period in
                  1999. The increase reflects increased earnings from wholesale
                  gas trading, increased LNG sales, and earnings from an energy
                  management services business acquired in late 1999. THE
                  VOLUMES OF MARKETED NATURAL GAS AND POWER TRADED INCREASED 31
                  PERCENT AND 919 PERCENT, RESPECTIVELY. Partially offsetting
                  these increases were lower power trading margins, primarily
                  due to cooler than normal

                                       13

<PAGE>
                  summer weather in Michigan, and increased operating expenses
                  as the business continues to expand its trading and marketing
                  activities and increase its customer base. For the year 1999,
                  pretax operating income was unchanged from the comparable
                  period in 1998. Increased earnings from retail gas sales,
                  wholesale gas price volatility and a 1999 acquisition of an
                  energy management services business were offset by costs
                  related to market development activities.

                  35. On March 28, 2001, CMS announced the successful pricing of
$350 million of 8.5 percent senior notes, due 2011, proceeds of which were to be
sued to repay debt.

                  36. On April 30, 2001, CMS released its financial results for
the first quarter ended March 31, 2001. The press release stated, in part:

                  First quarter operating revenue totaled $4.13 billion, up 126
                  percent from $1.83 billion in the first quarter of 2000, DUE
                  LARGELY TO SIGNIFICANTLY INCREASED LOWER-MARGIN ENERGY
                  MARKETING AND TRADING TRANSACTIONS.

                  37. On May 11, 2001, CMS filed its first quarter ended March
31, 2001 Form 10-Q with the SEC, incorporating the financial results released by
CMS on April 30, 2001. CMS reported revenues of $2.344 billion from its energy
marketing and trading business and included the following additional disclosure:

                  MARKETING, SERVICES AND TRADING RESULTS OF OPERATIONS

                  PRETAX OPERATING INCOME: For the three months ended March 31,
                  2001, pretax operating income increased $4 million (133
                  percent) from the comparable period in 2000. The increase
                  reflects additional earnings from wholesale gas trading and
                  increased LNG sales. THE PHYSICAL VOLUMES OF MARKETED AND
                  MANAGED NATURAL GAS AND POWER TRADED INCREASED 17 PERCENT AND
                  1,383 PERCENT, RESPECTIVELY, DUE LARGELY TO SIGNIFICANTLY
                  INCREASED LOWER-MARGIN ENERGY MARKETING AND TRADING
                  TRANSACTIONS.

                                      * * *

                  MARKETING, SERVICES AND TRADING OUTLOOK: CMS Energy intends to
                  use its marketing, services and trading business to focus on
                  wholesale customers such as municipals, cooperatives and




                                       14

<PAGE>
                  large industrial customers in the central United States where
                  CMS Energy's existing assets are concentrated. CMS Energy's
                  marketing, services and trading business also intends to
                  contract for use of significant gas transportation and storage
                  assets in the central United States to provide a platform for
                  wholesale marketing, trading, and physical arbitrage. CMS
                  Energy also seeks to continue developing importing and
                  marketing opportunities for LNG. CMS Energy plans to
                  capitalize on favorable market conditions for energy
                  performance contracting through expanding its services
                  business in selected markets.

                  38. The 2001 first quarter Form 10-Q also included the
following representations:

                  These interim Consolidated Financial Statements have been
                  prepared by CMS Energy and reviewed by the independent public
                  accountant in accordance with SEC rules and regulations. As
                  such, certain information and footnote disclosures normally
                  included in financial statements prepared in accordance with
                  generally accepted accounting principles have been condensed
                  or omitted. Certain prior year amounts have been reclassified
                  to conform to the presentation in the current year. In
                  management's opinion, the unaudited information contained in
                  this report reflects all adjustments necessary to assure the
                  fair presentation of financial position, results of operations
                  and cash flows for the periods presented. The Condensed Notes
                  to Consolidated Financial Statements and the related
                  Consolidated Financial Statements should be read in
                  conjunction with the Consolidated Financial Statements and
                  Notes to Consolidated Financial Statements contained in CMS
                  Energy's Form 10-K for the year ended December 31, 2000, which
                  includes the Reports of Independent Public Accountants. Due to
                  the seasonal nature of CMS Energy's operations, the results as
                  presented for this interim period are not necessarily
                  indicative of results to be achieved for the fiscal year.


                  39. On August 1, 2001, CMS announced its financial results for
the second quarter ended June 30, 2001. The press release stated, in part:

                  Second quarter operating revenue totaled $4.4 billion, up 175
                  percent from $1.6 billion in the second quarter of 2000, DUE
                  LARGELY TO SIGNIFICANTLY INCREASED LOWER-MARGIN ENERGY
                  MARKETING AND TRADING TRANSACTIONS.

                  40. On August 14, 2001, CMS filed its second quarter ended
June 30, 2001 Form


                                       15

<PAGE>

10-Q with the SEC, incorporating the financial results released by CMS on
August 1, 2001. CMS reported revenues of $3.089 billion from its energy
marketing and trading business for the quarter, and included the following
additional disclosure:

                  GENERAL OUTLOOK

                  CMS Energy's vision is to be an integrated energy company with
                  a strong asset base, supplemented with an active marketing,
                  services and trading capability. CMS Energy intends to
                  integrate the skills and assets of its business units to
                  obtain optimal returns and to provide expansion opportunities
                  for its multiple existing businesses.

                                      * * *

                  MARKETING, SERVICES AND TRADING OUTLOOK: CMS Energy intends to
                  use its marketing, services and trading business to focus on
                  wholesale customers such as municipals, cooperatives and large
                  industrial customers in the central United States where CMS
                  Energy's existing assets are concentrated. CMS Energy's
                  marketing, services and trading business also intends to
                  contract for use of significant gas transportation and storage
                  assets in the central United States to provide a platform for
                  wholesale marketing, trading, and physical arbitrage. CMS
                  Energy also seeks to continue developing importing and
                  marketing opportunities for LNG. CMS Energy plans to
                  capitalize on favorable market conditions for energy
                  performance contracting through expanding its services
                  business in selected markets.

                  41. The second quarter 2001 Form 10-Q also included the
following representations:

                  These interim Consolidated Financial Statements have been
                  prepared by CMS Energy and reviewed by the independent public
                  accountant in accordance with SEC rules and regulations. As
                  such, certain information and footnote disclosures normally
                  included in financial statements prepared in accordance with
                  generally accepted accounting principles have been condensed
                  or omitted. Certain prior year amounts have been reclassified
                  to conform to the presentation in the current year. In
                  management's opinion, the unaudited information contained in
                  this report reflects all adjustments necessary to assure the
                  fair presentation of financial position, results of operations
                  and cash flows for the periods presented. The Condensed Notes
                  to



                                       16
<PAGE>

                  Consolidated Financial Statements and the related Consolidated
                  Financial Statements should be read in conjunction with the
                  Consolidated Financial Statements and Notes to Consolidated
                  Financial Statements contained in CMS Energy's Form 10-K for
                  the year ended December 31, 2000, which includes the Reports
                  of Independent Public Accountants. Due to the seasonal nature
                  of CMS Energy's operations, the results as presented for this
                  interim period are not necessarily indicative of results to be
                  achieved for the fiscal year.

                  49. On October 26, 2001, CMS announced its financial results
for the third quarter ended September 30, 2001. The press release stated, in
part:

                  Third quarter operating revenue totaled $3.0 billion, up 29
                  percent from $2.32 billion in the third quarter of 2000, DUE
                  LARGELY TO INCREASED LOWER MARGIN ENERGY MARKETING AND TRADING
                  TRANSACTIONS.

                                      * * *

                  Operating revenue in the first nine months of 2001 totaled
                  $11.47 billion compared to $5.62 billion in the first nine
                  months of 2000, DUE TO INCREASED LOWER MARGIN ENERGY MARKETING
                  AND TRADING TRANSACTIONS.

                  43. On November 8, 2001, CMS announced that Consumers had
received $469 million of gross proceeds from the sale of securitization bonds,
rated triple-A, and issued in six series with duration of from one to 13 years
with an average yield of 5.305 percent. Proceeds were to be used to reduce CMS'
debt.

                  44. On November 14, 2001, CMS filed its third quarter ended
September 30, 2001 10-Q with the SEC, incorporating the financial results
released by CMS on October 26, 2001. CMS reported revenues of $1.743 billion
from its energy marketing and trading business for the quarter, and included the
following additional disclosure:

                  MARKETING, SERVICES AND TRADING RESULTS OF OPERATIONS

                  PRETAX OPERATING INCOME: For the three months ended September
                  30, 2001, pretax operating income increased $22 million

                                       17

<PAGE>
                  from the comparable period in 2000. The increase reflects
                  higher gas (159 bcf vs 119 CMS-6 bcf) and electric (21.4
                  billion kWh vs 12.6 billion kWh) volumes and improved margins,
                  the increased net value of long-term power contracts and
                  wholesale power trading activity, net of reserves. For the
                  nine months ended September 30, 2001, pretax operating income
                  increased $76 million from the comparable period in 2000. The
                  increase reflects higher gas (657 bcf vs 355 bcf) and electric
                  (69.9 billion kWh vs 15.6 kWh) volumes and gas margins,
                  partially offset by lower electric margins, the execution of
                  long-term power sales contracts and increased wholesale gas
                  and power trading, net of reserves. Due to the variable and
                  competitive nature of energy trading, results for interim
                  periods are not necessarily indicative of results to be
                  achieved for the fiscal year.

                                      * * *

                  OUTLOOK

                  CMS Energy's vision is to be an integrated energy company with
                  a strong asset base, supplemented with an active marketing,
                  services and trading capability. CMS Energy intends to
                  integrate the skills and assets of its business units to
                  obtain optimal returns and to provide expansion opportunities
                  for its multiple existing businesses. To achieve this vision,
                  CMS Energy announced in October 2001, significant changes in
                  its business strategy in order to strengthen its balance
                  sheet, provide more transparent and predictable future
                  earnings, and lower its business risk by focusing its future
                  business growth primarily in North America.

                  52. The 2001 third quarter Form 10-Q included the following
additional representations:

                  These interim Consolidated Financial Statements have been
                  prepared by CMS Energy and reviewed by the independent public
                  accountant in accordance with SEC rules and regulations. As
                  such, certain information and footnote disclosures normally
                  included in financial statements prepared in accordance with
                  generally accepted accounting principles have been condensed
                  or omitted. Certain prior year amounts have been reclassified
                  to conform to the presentation in the current year. In
                  management's opinion, the unaudited information contained in
                  this report reflects all adjustments necessary to assure the
                  fair presentation of financial position, results of operations
                  and cash flows for the periods presented. The Condensed Notes
                  to Consolidated Financial Statements and the related
                  Consolidated

                                       18

<PAGE>
                  Financial Statements should be read in conjunction with the
                  Consolidated Financial Statements and Notes to Consolidated
                  Financial Statements contained in CMS Energy's Form 10-K for
                  the year ended December 31, 2000, which includes the Reports
                  of Independent Public Accountants. Due to the seasonal nature
                  of CMS Energy's operations, the results as presented for this
                  interim period are not necessarily indicative of results to be
                  achieved for the fiscal year.

                  46. On December 3, 2001, CMS announced that it had closed a
$1.635 billion limited recourse project financing for construction of a power
generation and water desalination project in the United Arab Emirates.

                  47. On January 7, 2002, CMS announced a revision of earnings
estimates for fiscal 2001 of approximately 35 cents per share below previous
guidance, blaming "significantly warmer than normal fourth quarter weather
affecting its Michigan gas distribution utility, lower gas and electric sales
due to the economic slowdown, additional electric generating plant maintenance
costs and increased electric distribution repair costs due to storm damage."

                  48. On February 4, 2002, CMS released its financial results
for the fourth quarter and year ended December 31, 2001. CMS did not highlight
revenues for the quarter, nor emphasis increased trading volume by its power
marketing and service business, as it had for the previous five quarters. The
press release stated, in part:

                  Energy marketing, services and trading operating income for
                  2001 was $71 million, up from $14 million in 2000, due to
                  increased long term power sales contracts and wholesale gas
                  and power trading activity. For the fourth quarter, operating
                  income for the energy marketing, services and trading business
                  was a loss of $7 million, down from operating income of $12
                  million during the same period last year, due primarily to
                  lower wholesale gas trading revenues and increased operating
                  expenses, partially offset by increased long-term power sales.

                  49. On March 29, 2002, CMS filed its Annual Report on Form
10-K for the year


                                       19

<PAGE>
ended December 31, 2001, incorporating the financial results released by CMS
on February 4, 2002. CMS reported revenues of $4 billion for the year ended
December 31, 2001 from its energy marketing and trading business and included
the following additional disclosure:

                  MARKETING, SERVICES AND TRADING CMS MST provides gas, oil, and
                  electric marketing, risk management and energy management
                  services to industrial, commercial, utility and municipal
                  energy users throughout the United States and abroad. CMS MST
                  has grown dramatically since its inception in 1996. CMS Energy
                  intends to use CMS MST to focus on wholesale customers such as
                  municipals, cooperative electric companies and industrial and
                  commercial customers. In 2001, CMS MST marketed approximately
                  750 bcf of natural gas, 51,790 GWh of electricity, 33 million
                  barrels of crude oil and 11 million barrels of natural gas
                  liquids annually. From 1997 through 2001, CMS MST also
                  performed 300 energy management services projects. At December
                  31, 2001, CMS MST had more than 10,300 customers, transported
                  gas on more than 40 gas pipelines and was active in most of
                  the 50 states and Canada. In 2001, CMS MST's operating revenue
                  was $4.0 billion.

                                      * * *

                  MARKETING, SERVICES AND TRADING RESULTS OF OPERATIONS

                  PRETAX OPERATING INCOME: For the year 2001, pretax operating
                  income increased $57 million (407 percent) from the comparable
                  period in 2000. The increase reflects higher gas (750 bcf vs.
                  615 bcf) and electric (51,790 GWh vs. 37,781 Gwh) marketed
                  volumes and average gas margins, the mark-to-market value from
                  origination of long term power contracts, net of reserves, and
                  higher earnings of the energy management services business,
                  partially offset by reduced net wholesale power trading
                  activity and higher operating expenses.

                  For the year 2000, pretax operating income increased $10
                  million from the comparable period in 1999. The increase
                  reflects increased earnings from wholesale gas trading,
                  increased LNG sales, and earnings from an energy management
                  services business acquired in late 1999. The volumes of
                  marketed natural gas and power traded increased 31 percent and
                  919 percent, respectively. Partially offsetting these
                  increases were lower power trading margins, primarily due to


                                       20

<PAGE>
                  cooler than normal summer weather in Michigan, and increased
                  operating expenses as the business continues to expand its
                  trading and marketing activities and increase its customer
                  base.

                                      * * *

                  MARKETING, SERVICES AND TRADING OUTLOOK: CMS Energy intends to
                  use its marketing, services and trading business to focus on
                  customers such as LDC's, municipals, cooperative electric
                  companies, and industrial and commercial businesses in
                  selected locations in North America. CMS Energy's marketing
                  and trading business also intends to contract for use of
                  significant gas transportation and storage assets as well as
                  energy and generating capacity in North America to provide a
                  platform for wholesale marketing, trading, and physical
                  arbitrage. CMS Energy also seeks to continue developing
                  importing and marketing opportunities for LNG. CMS Energy
                  plans to capitalize on favorable market conditions for energy
                  performance contracting by expanding its services business in
                  selected markets.

                  Recent events related to very large market makers in the
                  energy trading market have raised concerns about liquidity in
                  this market. Management cannot predict what effect these
                  events may have on the liquidity of the trading markets in the
                  short-term, but believes the markets will be stable and grow
                  over the long term.

                  50. On May 1, 2002, CMS announced its financial results for
the first quarter ended March 31, 2002. The press release stated, in part:

                  First quarter operating revenue totaled $2.5 billion, versus
                  $2.9 billion in the first quarter of 2001, due to decreased
                  electric and natural gas utility sales and natural gas
                  transmission revenues resulting from near record warm winter
                  weather and continued weak economic conditions.

                  51. Then, on May 9, 2002, an article appeared in The Wall
Street Journal, titled "Dynegy Trades Draw SEC Scrutiny". The article stated in
pertinent part as follows:

                  Dynegy last fall conducted two pairs of massive electric-power
                  trades that canceled each other out, in an apparent bid to
                  gain bragging rights as the company was seeking to take over
                  the dominant position in online energy trading from Enron
                  Corp., a move that led federal


                                       21

<PAGE>

                  regulators to open yet another front in its scrutiny of the
                  company.

                                      * * *

                  The Dynegy trades--executed at precisely the same moment for
                  exactly the same price--canceled each other out. As a result,
                  they didn't yield profits for Dynegy or its trading partner, a
                  unit of CMS Energy Corp. of Dearborn, Mich. The transactions,
                  valued internally by Dynegy at a combined $1.7 billion would
                  have accounted for 13% of the total fourth-quarter value
                  traded on Dynegydirect and more than half of the increase in
                  trading values between the third and fourth quarters . . .

                  52. The same day, May 9, 2002, CMS issued a press release
regarding its trades with Dynegy.

                  CMS Energy Corporation announced that an article in today's
                  Wall Street Journal on energy trading transactions in November
                  2001 between its energy marketing unit, CMS Marketing,
                  Services and Trading (CMS-MST) and Dynegy, Inc., incorrectly
                  characterized the trades, which generated no profit or loss,
                  as being initiated at the request of Dynegy. CMS Energy
                  clarified today that two November 15, 2001 electricity trades
                  between CMS-MST and Dynegy were initiated by CMS-MST.

                  CMS Energy did not record any revenue or income to its
                  financial statements as a result of these trades. CMS Energy
                  stopped engaging in such transactions late last year.

                  53. The next day, May 10, 2002, CMS announced that the SEC was
conducting an informal inquiry regarding its "round-trip" trading practices. The
press release stated in pertinent part as follows:

                  CMS Energy Corporation announced today that the U.S.
                  Securities and Exchange Commission (SEC) staff has asked it to
                  provide information in connection with an informal inquiry
                  into simultaneous purchases and sales of electricity with the
                  same counterparties at the same price. These transactions,
                  which involved no profit or loss, are of the type which were
                  the subject of recent press reports.


                                       22

<PAGE>
                  CMS Energy is cooperating fully with the SEC in this matter.

                  54. In fact, CMS' statements and misrepresentations throughout
the Class Period in its press releases and other reports and its financial
statements included in its Annual Reports on Form 10-K and Quarterly Reports on
Form 10-Q for fiscal 2000 and 2001 were materially false and misleading in that
they failed to disclose that the Company had artificially inflated its revenues
by engaging in round-trip electricity trades. Moreover, CMS' financial
statements violated GAAP and SEC rules by including approximately $4.4 billion
of revenues in financial statements from transactions that lacked any economic
substance in order to manipulate the market and investors into thinking that CMS
was becoming a significant, if not a major, player in the power marketing
industry in the United States.

                  55. On May 13, 2002, Reliant Resources, Inc. ("Reliant"), a
Texas energy trading and services company disclosed that it had engaged in
"round trip trading", which had boosted its revenues by more than 10% during its
fiscal 1999, 2000 and 2001. Reliant identified CMS as the counter-party with
which it had conducted the majority of its "round-trip" trading.

                  56. An article in the Houston Chronicle dated May 13, 2002,
titled "Phony trades common?" indicated that CMS was the party that had
initiated the "round-trip" trades with Dynegy. The article stated in pertinent
part as follows:

                  Last week, Dynegy and CMS confirmed that they did round trip
                  trades with each other.

                  The deals were done at CMS' request, and Dynegy said one
                  reason it wanted to conduct them was to test its computer
                  systems for handling large trades.

                  57. On disclosure of the extent and the multiple
counter-parties of CMS' trading



                                       23

<PAGE>
practices, CMS common stock fell from a high of $20.06 on May 10, 2002 to a
low of $15.72 on May 13, 2002, or a single-day decline of more than 21% on high
volume, and down more than 45% from the Class Period high.

                  58. On May 15, 2002, CMS finally provided information with
respect to its "round-trip" trading practices. In a press release, CMS stated in
pertinent part as follows:

                  CMS Energy Corporation today reported the preliminary results
                  of an internal review indicating its energy marketing unit,
                  CMS Marketing, Services and Trading (CMS-MST), entered into
                  "round trip" electricity trades involving simultaneous
                  purchases and sales with the same counter-parties at the same
                  price from May 2000 through mid-January 2002. Thirteen of the
                  trades accounted for about 98 percent of the volume. All such
                  CMS trades were with either Dynegy Power Marketing, Inc. or
                  Reliant Energy Services, Inc. These simultaneous transactions,
                  in which electricity was sold and re-purchased without profit,
                  loss or cash flow impact to CMS Energy, had the effect of
                  increasing trading volumes.

                  After internally concluding that the cessation of such trades
                  was in the Company's best interests, CMS stopped such trades
                  in January 2002.

                  CMS-MST has not participated in any electricity trading in
                  California's energy market, accordingly none of the round trip
                  trades involved California.

                  CMS ENERGY DECIDED AFTER THE THIRD QUARTER OF 2001 THAT NOT
                  RECORDING THESE TRADES IN EITHER REVENUE OR EXPENSE WAS A MORE
                  APPROPRIATE REPRESENTATION OF THE NATURE OF THESE
                  TRANSACTIONS.

                  THEREFORE, NO REVENUE OR EXPENSE WAS RECORDED IN ITS FINANCIAL
                  STATEMENTS IN THE FOURTH QUARTER OF 2001 FROM SUCH TRADES.
                  REVENUE AND EXPENSE WERE RE-STATED FOR THE FIRST THREE
                  QUARTERS OF 2001 TO ELIMINATE $3.4 BILLION OF PREVIOUSLY
                  REPORTED REVENUE AND EXPENSE. THE COMPANY'S ANNUAL REPORT ON
                  FORM 10-K FOR 2001, ISSUED IN MARCH, REFLECTS ONLY $5 MILLION
                  REVENUE AND EXPENSE FROM SUCH TRADES, WHICH WAS INADVERTENTLY
                  INCLUDED. FOR 2000, THESE TRADES


                                       24

<PAGE>
                  REPRESENTED $1.0 BILLION OF REVENUE AND EXPENSE. THE TRADES
                  HAD NO EFFECT ON THE COMPANY'S EARNINGS, CASH FLOW OR BALANCE
                  SHEET FOR 2001 OR 2000.

                  CMS' internal review found that these trades included 79.3
                  million megawatt-hours in 2001 and 29.6 million megawatt-hours
                  in 2000. With these trades subtracted, electric trading
                  volumes for 2001 totaled 31 million megawatt-hours and for
                  2000 totaled 8.3 million megawatt-hours.

                  59. A Reuters' article dated May 15, 2002, titled "CMS admits
to $4.4 bln worth of bogus power trades" provided additional information. The
article stated in pertinent part as follows:

                  CMS Energy Corp. on Wednesday said it entered into bogus
                  electricity trades that inflated revenues and expenses by $4.4
                  billion over 18 months in an attempt to become a leading
                  energy trader.

                  Dearborn, Michigan-based CMS said it stopped "wash" trades, in
                  which traders buy and resell electricity without profit or
                  loss, in mid-January. The company said an internal review
                  found the bogus trades accounted for nearly 80 percent of
                  electricity traded in 2001, and more than 70 percent the year
                  before.

                  The company also said it restated revenues and expenses
                  downward by $3.4 billion for the first three quarters of 2001,
                  which was reflected in its annual filing done in March.

                  The disclosure of "wash" trades by CMS and other traders has
                  increased investor disenchantment with the power sector, which
                  has been hit hard by questions about accounting and hidden
                  debt since Enron Corp.'s demise last year.

                  "Companies were gearing for positions in the trading ranks and
                  this is one of the ways they went about it," said Jeff
                  Gildersleeve, an analyst at Argus Research.


                                       25

<PAGE>

                  He added, "It was always suspected that energy companies had
                  quite a bit of leeway in their accounting, especially in the
                  energy trading arena and certain companies were more
                  aggressive than others."

                                      * * *

                  CMS said it did 13 trades, which accounted for 98 percent of
                  the company's volume, from May 2000 until mid-January. All the
                  trades were done with units of Dynegy Inc. and CMS Inc.
                                                       * * *
                  CMS said the bogus trades had no effect on its earnings, cash
                  flow or balance sheet for 2001 or 2000.

                  CMS said after the third quarter of 2001 it decided not to
                  record revenue or expense for these trades, as that would more
                  appropriately reflect the nature of the transactions.

                  Analysts and a former U.S. Securities and Exchange Commission
                  official have said since the trades were not conducted to make
                  a profit, but rather for painting a better financial picture,
                  they suggest at least some impropriety.

                  CMS said even after the restatement, its 2001 results
                  "inadvertently" include $5 million of revenue and expense from
                  "wash" trades. The trades represented $1 billion of revenue
                  and expense in 2000, but no decision has been made on whether
                  to restate results for that year, the CMS spokesman said.

                  The restatement shows that "it became more evident as time
                  went on that this sort of aggressive accounting practice would
                  be looked at unfavorably," Gildersleeve said.

                  "I think all companies were fairly aggressive and that's
                  changed drastically over the past several months."

                  Last week, CMS said federal regulators asked it to provide
                  information for an informal inquiry into wash trades. Also
                  last week,

                                       26

<PAGE>
                  The Wall Street Journal reported the Securities and Exchange
                  Commission was looking into bogus trades between CMS and
                  Dynegy Inc. valued at $1.7 billion.

                  CMS said it was cooperating with the inquiry by the SEC as
                  well as another inquiry by the Commodity Futures Trading
                  Commission.

                  60. Another Reuters article dated May 15, 2002, titled "For
accountants it's clear, wash trades are illegal" provided additional detail with
respect to CMS' trading practices. The article stated in pertinent part as
follows:

                  The bogus trades that have the likes of energy traders Dynegy
                  Inc. and CMS Energy Corp. in hot water didn't just push the
                  envelope of accounting laws, they were outright illegal,
                  accounting experts say.

                  The disclosure of round-trip or "wash" trades, the buying and
                  reselling of a commodity to boost revenue and trading volume
                  without financial risk, has shocked investors still smarting
                  from the demise of Enron Corp.

                  "RECORDING REVENUES FROM ROUND-TRIP TRADES WOULD BE A SPECIES
                  OF FRAUD BECAUSE THEY'RE OVERSTATING REVENUES," SAID ROBERT
                  WAXMAN, A FORMER PARTNER AT DELOITTE & TOUCHE, WHO HEADS UP
                  HIS OWN ACCOUNTING FIRM NOW.

                  In the latest revelation of round-trip trading, CMS Energy
                  Corp. on Wednesday said it inflated revenues and expenses by
                  $4.4 billion over 18 months in an attempt to become a leading
                  energy trader.

                  Few deny the practice is unethical, but its legality in the
                  largely deregulated world of wholesale power trading is
                  unclear. Over-the-counter trading was specifically exempted
                  from regulation by Congress under the Commodity Futures
                  Modernization Act of December 2000.

                  Muddying matters further is that there are no accounting rules
                  that specifically prohibit companies from puffing up revenues
                  from the wash trade jamboree. Some analysts have even said
                  wash trades were of no great consequence, as they did not
                  change a company's bottom line.



                                       27

<PAGE>
                  ACCOUNTING EXPERTS, HOWEVER, SAID THE ILLEGALITY OF WASH
                  TRADING BOILS DOWN TO THE BASIC TENET OF FINANCIAL REPORTING:
                  YOU DON'T BOOK REVENUE FROM A SALE THAT LACKS SUBSTANCE.

                  A SUBSTANTIVE SALE WOULD HAVE TO TRANSFER AT LEAST SOME
                  BENEFIT OR RISK -- OF A DROP IN PRICES, FOR EXAMPLE -- BETWEEN
                  THE PARTIES TRADING, SAID WAXMAN, WHO IS ALSO A MEMBER OF THE
                  NEW YORK STATE SOCIETY OF CERTIFIED PUBLIC ACCOUNTANTS.

                  "IT'S PRETTY MUCH A MATTER OF COMMON SENSE," SAID JACK
                  CIESIELSKI, AN ACCOUNTANT WHO PUBLISHES THE WIDELY READ
                  ANALYST'S ACCOUNTING OBSERVER. "IF THE TRANSACTION LACKS ANY
                  SUBSTANCE, WHY WOULD YOU RECORD IT?"

                  MATERIALLY MISSTATING STATEMENTS

                  The Financial Accounting Standards Board, the accounting body
                  that sets accounting rules in the United States, and probably
                  the ultimate authority on the issue, seems to agree.

                  "IT WOULD SEEM UNJUSTIFIED TO BOOK REVENUE," SAID SHERI
                  THOMPSON, A SPOKESWOMAN FOR FASB. "IF YOU HAVE AN ARRANGEMENT
                  OR A PREARRANGEMENT IN PLACE WITH ANOTHER PARTY, WHERE YOU'RE
                  GOING TO BE SELLING SOMETHING AND THEN BUYING THAT SAME THING
                  BACK AND THERE'S AN AGREED UPON PRICE BETWEEN THE PARTIES
                  WHERE YOU'RE CREATING ESSENTIALLY A WASH, IT'S REALLY NOT A
                  SUBSTANTIVE TRANSACTION."

                  In any case, companies aren't supposed to knowingly engage in
                  "conduct that materially misstates financial statements," as
                  proclaimed by the Securities Exchange Act of 1934, Waxman
                  said.

                  That act addresses the financial reporting requirements of
                  public companies.

                  CMS acknowledged the wash trades it entered into were not in
                  the company's best interests, and stopped such trading in
                  January.

                           FALSE FINANCIAL STATEMENTS

                  61. In order to falsely state revenues during the Class
Period, Defendants caused CMS to violate GAAP and SEC rules by including
approximately $4.4 billion of revenues in


                                       28

<PAGE>
financial statements from transactions that lacked any economic substance in
order to manipulate the market and investors into thinking that CMS was becoming
a significant, if not a major, player in the power marketing industry.
Defendants' failure to properly account for the "round-trip" trading contracts
caused CMS to record more than $4.4 billion of revenues that lacked any economic
substance throughout the Class Period, and, therefore, misstated CMS' revenues
throughout the Class Period.

                  62. CMS has admitted that its financial statements, including
Annual Reports on Form 10-K and Quarterly Reports on Form 10-Qs contained
revenues from round-trip trading.

                  63. CMS included its false and incorrect financial statements
and results in press releases and in SEC filings, including the Annual Reports
on Form 10-K and Quarterly Reports on Form 10-Qs for 2000 and 2001. These SEC
filings represented that the financial information presented therein was a fair
statement of CMS' financial results and that the results were prepared in
accordance with GAAP.

                  64. These representations were false and misleading as to the
financial information reported, as such financial information was not prepared
in conformity with GAAP, nor was the financial information a "fair
representation" of CMS' operations due to the Company's improper accounting for
$4.4 billion of revenues recognized from "round-trip" trades with Dynegy and
Reliant, causing the financial results to be presented in violation of GAAP and
SEC rules.

                  65. Regulation S-X [17 C.F.R. Sec.210.4-01(a)(1)] states that
financial statements filed with the SEC which are not prepared in compliance
with GAAP are presumed to be misleading and inaccurate. Regulation S-X requires
that interim financial statements must also comply with GAAP, with the exception
that interim financial statements need not include disclosure that would



                                       29

<PAGE>

be duplicative of disclosures accompanying annual financial statements.

                  66. Due to these accounting improprieties, CMS presented its
financial results in a manner which violated GAAP, including the following
fundamental accounting principles:

                  (a) The principle that interim financial reporting should be
based upon the same accounting principles and practices used to prepare annual
financial statements was violated (APB No. 20, para. 10);

                  (b) The principal that financial reporting should provide
information that is useful to present and potential investors and creditors and
other users in making rational investment, credit and similar decisions was
violated (FASB Statement of Concepts No. 1, para. 34);

                  (c) The principal that financial reporting should provide
information about the economic resources of an enterprise, the claims to those
resources, and effects of transactions, events and circumstances that change
resources and claims to those resources was violated (FASB Statement of Concepts
No. 1, para. 40);

                  (d) The principle that financial reporting should provide
information about how management of an enterprise has discharged its stewardship
responsibility to owners (stockholders) for the use of enterprise resources
entrusted to it was violated. To the extent that management offers securities of
the enterprise to the public, it voluntarily accepts wider responsibilities for
accountability to prospective investors and the public in general (FASB
Statements of Concepts No. 1, para. 50);

                  (e) The principle that financial reporting should provide
information about an enterprise's financial performance during a period was
violated. Investors and creditors often use information about the past to help
in assessing the prospects of an enterprise. Thus, although



                                       30

<PAGE>

investment and credit decisions reflect investors' expectations about future
enterprise performance, those expectations are commonly based at least partly on
evaluations of past enterprise performance (FASB Statement of Concepts No. 1,
para. 42);

                  (f) The principle that financial reporting should be reliable
in that it represents what it purports to represent was violated. That
information should be reliable as well as relevant is a notion that is central
to accounting (FASB Statement of Concepts No. 2, paras. 58-59);

                  (g) The principle of completeness, which means that nothing is
left out of the information that may be necessary to insure that it validly
represents underlying events and conditions was violated (FASB Statement of
Concepts No. 2, para. 79); and

                  (h) The principle that conservatism be used as a prudent
reaction to uncertainty to try to ensure that uncertainties and risks inherent
in business situations are adequately considered was violated. The best way to
avoid injury to investors is to try to ensure that what is reported represents
what it purports to represent (FASB Statement of Concepts No. 2, paras. 95, 97).

                  67. Further, the undisclosed adverse information concealed by
Defendants during the Class Period is the type of information which because of
SEC regulations, regulations of the national stock exchanges and customary
business practices, is expected by investors and securities analysts to be
disclosed and is known by corporate officials and their legal and financial
advisors to be the type of information which is expected to be and must be
disclosed.

                  68. The market for CMS, a securities was open, well-developed
and efficient at all relevant times. As a result of these materially false and
misleading statements and failures to disclose, CMS' common stock traded at
artificially inflated prices during the Class Period. Plaintiff and other
members of the Class purchased or otherwise acquired CMS securities relying upon
the



                                       31

<PAGE>

integrity of the market price of CMS' securities and market information
relating to CMS, and have been damaged thereby.

                  69. During the Class Period, Defendants materially misled the
investing public, thereby inflating the price of CMS' common stock, by publicly
issuing false and misleading statements and omitting to disclose material facts
necessary to make defendant's statements, as set forth herein, not false and
misleading. Said statements and omissions were materially false and misleading
in that they failed to disclose material adverse information and misrepresented
the truth about the Company, its business and operations, as alleged herein.

                  70. At all relevant times, the material misrepresentations and
omissions particularized in this Complaint directly or proximately caused or
were a substantial contributing cause of the damages sustained by plaintiff and
other members of the Class. As described herein, during the Class Period,
defendants made or caused to be made a series of materially false or misleading
statements about CMS' business, prospects and operations. These material
misstatements and omissions had the cause and effect of creating in the market
an unrealistically positive assessment of CMS and its business, prospects and
operations, thus causing the Company's securities to be overvalued and
artificially inflated at all relevant times.


                  71. Defendants' materially false and misleading statements
during the Class Period resulted in Plaintiff and other members of the Class
purchasing the Company's securities at artificially inflated prices, thus
causing the damages complained of herein.

                         ADDITIONAL SCIENTER ALLEGATIONS

                  72. As alleged herein, Defendants acted with scienter in that
Defendants knew that the public documents and statements issued or disseminated
in the name of the Company were



                                       32

<PAGE>
materially false and misleading; knew that such statements or documents
would be issued or acquiesced in the issuance or dissemination of such
statements or documents as primary violations of the federal securities laws. As
set forth elsewhere herein in detail, Defendants, by virtue of their receipt of
information reflecting the true facts regarding CMS, their control over, and/or
receipt and/or receipt of information of CMS' allegedly materially misleading
misstatements and/or his associations with the Company which made him privy to
confidential proprietary information concerning CMS, participated in the
fraudulent scheme alleged herein.

                    APPLICABILITY OF PRESUMPTION OF RELIANCE:
                          FRAUD-ON-THE-MARKET DOCTRINE

                  73. At all relevant times, the market for CMS' securities was
an efficient market for the following reasons, among others:

                  (a) CMS common stock met the requirements for listing, and was
listed and actively traded on the NYSE, a highly efficient and automated market;

                  (b) As a regulated issuer, NYSE filed periodic public reports
with the SEC and the NYSE;

                  (c) CMS regularly communicated with public investors via
established market communication mechanisms, including through regular
disseminations of press releases on the national circuits of major newswire
services and through other wide-ranging public disclosures, such as
communications with the financial press and other similar reporting services;
and

                  (d) CMS was followed by several securities analysts employed
by major brokerage firms who wrote reports which were distributed to the sales
force and certain customers of their respective brokerage firms. Each of these
reports was publicly available and entered the public


                                       33

<PAGE>

marketplace.

                  74. As a result of the foregoing, the market for CMS
securities promptly digested current information regarding CMS from all publicly
available sources and reflected such information in the price of CMS stock.
Under these circumstances, all purchasers of CMS securities during the Class
Period suffered similar injury through their purchase of CMS securities at
artificially inflated prices and a presumption of reliance applies.

                                 NO SAFE HARBOR

                  75. The statutory safe harbor provided for forward-looking
statements under certain circumstances does not apply to any of the allegedly
false statements pleaded in this complaint. Many of the specific statements
pleaded herein were not identified as "forward-looking statements" when made. To
the extent there were any forward-looking statements, there were no meaningful
cautionary statements identifying important factors that could cause actual
results to differ materially from those in the purportedly forward-looking
statements. Alternatively, to the extent that the statutory safe harbor does
apply to any forward-looking statements pleaded herein, Defendants are liable
for those false forward-looking statements because at the time each of those
forward-looking statements was made, the particular speaker knew that the
particular forward-looking statement was false, and/or the forward-looking
statement was authorized and/or approved by an executive officer of CMS who knew
that those statements were false when made.

                                   FIRST CLAIM
                          VIOLATION OF SECTION 10(b) OF
                     THE EXCHANGE ACT AGAINST AND RULE 10B-5
                  PROMULGATED THEREUNDER AGAINST ALL DEFENDANTS


                  76. Plaintiff repeats and realleges each and every allegation
contained above as




                                       34

<PAGE>
if fully set forth herein.

                  77. During the Class Period, CMS and the Individual
Defendants, and each of them, carried out a plan, scheme and course of conduct
which was intended to and, throughout the Class Period, did: (i) deceive the
investing public, including Plaintiff and other Class members, as alleged
herein; (ii) artificially inflate and maintain the market price of CMS
securities; and (iii) cause Plaintiff and other members of the Class to purchase
CMS securities at artificially inflated prices. In furtherance of this unlawful
scheme, plan and course of conduct, Defendants, and each of them, took the
actions set forth herein.

                  78. Defendants (a) employed devices, schemes, and artifices to
defraud; (b) made untrue statements of material fact and/or omitted to state
material facts necessary to make the statements not misleading; and (c) engaged
in acts, practices, and a course of business which operated as a fraud and
deceit upon the purchasers of the Company's securities in an effort to maintain
artificially high market prices for CMS securities in violation of Section 10(b)
of the Exchange Act and Rule 10b-5. All Defendants are sued either as primary
participants in the wrongful and illegal conduct charged herein or as
controlling persons as alleged below.

                  79. In addition to the duties of full disclosure imposed on
Defendants as a result of their making of affirmative statements and reports, or
participation in the making of affirmative statements and reports to the
investing public, Defendants had a duty to promptly disseminate truthful
information that would be material to investors in compliance with the
integrated disclosure provisions of the SEC as embodied in SEC Regulation S-X
(17 C.F.R. Sections 210.01 et seq.) and Regulation S-K (17 C.F.R. Sections
229.10 et seq.) and other SEC regulations, including accurate and truthful
information with respect to the Company's operations, financial condition and
earnings




                                       35
<PAGE>
so that the market price of the Company's securities would be based on truthful,
complete and accurate information.

                  80. CMS and the Individual Defendants, individually and in
concert, directly and indirectly, by the use, means or instrumentalities of
interstate commerce and/or of the mails, engaged and participated in a
continuous course of conduct to conceal adverse material information about the
business, operations and future prospects of CMS as specified herein.

                  81. These Defendants employed devices, schemes and artifices
to defraud, while in possession of material adverse non-public information and
engaged in acts, practices, and a course of conduct as alleged herein in an
effort to assure investors of CMS' value and performance and continued
substantial growth, which included the making of, or the participation in the
making of, untrue statements of material facts and omitting to state material
facts necessary in order to make the statements made about CMS and its business
operations and future prospects in the light of the circumstances under which
they were made, not misleading, as set forth more particularly herein, and
engaged in transactions, practices and a course of business which operated as a
fraud and deceit upon the purchasers of CMS securities during the Class Period.

                  82. The Individual Defendants' primary liability, and
controlling person liability, arises from the following facts: (i) the
Individual Defendants were high-level executives and/or directors at the Company
during the Class Period; (ii) the Individual Defendants were privy to and
participated in the creation, development and reporting of the Company's
internal budgets, plans, projections and/or reports; and (iii) the Individual
Defendants were aware of the Company's dissemination of information to the
investing public which they knew or recklessly disregarded was materially false
and misleading.




                                       36
<PAGE>

                  83. The Defendants had actual knowledge of the
misrepresentations and omissions of material facts set forth herein, or acted
with reckless disregard for the truth in that they failed to ascertain and to
disclose such facts, even though such facts were available to them. Such
Defendants' material misrepresentations and/or omissions were done knowingly or
recklessly and for the purpose and effect of concealing CMS' operating condition
and future business prospects from the investing public and supporting the
artificially inflated price of its securities. As demonstrated by Defendants'
overstatements and misstatements of the Company's business, operations and
earnings throughout the Class Period, Defendants, if they did not have actual
knowledge of the misrepresentations and omissions alleged, were reckless in
failing to obtain such knowledge by deliberately refraining from taking those
steps necessary to discover whether those statements were false or misleading.

                  84. As a result of the dissemination of the materially false
and misleading information and failure to disclose material facts, as set forth
above, the market price of CMS securities was artificially inflated during the
Class Period. In ignorance of the fact that market prices of CMS publicly-traded
securities were artificially inflated, and relying directly or indirectly on the
false and misleading statements made by Defendants, or upon the integrity of the
market in which the securities trade, and/or on the absence of material adverse
information that was known to or recklessly disregarded by Defendants but not
disclosed in public statements by Defendants during the Class Period, Plaintiff
and the other members of the Class acquired CMS securities during the Class
Period at artificially high prices and were damaged thereby.

                  85. At the time of said misrepresentations and omissions,
Plaintiff and other members of the Class were ignorant of their falsity, and
believed them to be true. Had Plaintiff and



                                       37

<PAGE>
the other members of the Class and the marketplace known of the true financial
condition and business prospects of CMS, which were not disclosed by Defendants,
Plaintiff and other members of the Class would not have purchased or otherwise
acquired their CMS securities, or, if they had acquired such securities during
the Class Period, they would not have done so at the artificially inflated
prices which they paid.

                  86. By virtue of the foregoing, Defendants have violated
Section 10(b) of the Exchange Act, and Rule 10b-5 promulgated thereunder.

                  87. As a direct and proximate result of Defendants' wrongful
conduct, Plaintiff and the other members of the Class suffered damages in
connection with their respective purchases and sales of the Company's securities
during the Class Period.

                                  SECOND CLAIM
                          VIOLATION OF SECTION 20(a) OF
               THE EXCHANGE ACT AGAINST THE INDIVIDUAL DEFENDANTS

                  88. Plaintiff repeats and realleges each and every allegation
contained above as if fully set forth herein.

                  89. The Individual Defendants acted as a controlling person of
CMS within the meaning of Section 20(a) of the Exchange Act as alleged herein.
By virtue of his high-level positions, and his ownership and contractual rights,
participation in and/or awareness of the Company's operations and/or intimate
knowledge of the statements filed by the Company with the SEC and disseminated
to the investing public, the Individual Defendants had the power to influence
and control and did influence and control, directly or indirectly, the
decision-making of the Company, including the content and dissemination of the
various statements which Plaintiff contends are false and misleading. The
Individual Defendants were provided with or had unlimited access to



                                       38

<PAGE>
copies of the Company's reports, press releases, public filings and other
statements alleged by Plaintiff to be misleading prior to and/or shortly after
these statements were issued and had the ability to prevent the issuance of the
statements or cause the statements to be corrected.

                  90. In particular, the Individual Defendants had direct and
supervisory involvement in the day-to-day operations of the Company and,
therefore, are presumed to have had the power to control or influence the
particular transactions giving rise to the securities violations as alleged
herein, and exercised the same.

                  91. As set forth above, CMS and the Individual Defendants each
violated Section 10(b) and Rule 10b-5 by their acts and omissions as alleged in
this Complaint. By virtue of their position each as a controlling person, the
Individual Defendants are liable pursuant to Section 20(a) of the Exchange Act.
As a direct and proximate result of CMS' and the Individual Defendants' wrongful
conduct, Plaintiff and other members of the Class suffered damages in connection
with their purchases of the Company's securities during the Class Period.

                  WHEREFORE, Plaintiff prays for relief and judgment, as
follows:

                  (a) Determining that this action is a proper class action,
designating Plaintiff as Lead Plaintiff and certifying Plaintiff as a class
representative under Rule 23 of the Federal Rules of Civil Procedure and
Plaintiff's counsel as Lead Counsel;

                  (b) Awarding compensatory damages in favor of Plaintiff and
the other Class members against all Defendants, jointly and severally, for all
damages sustained as a result of Defendants' wrongdoing, in an amount to be
proven at trial, including interest thereon;

                  (c) Awarding Plaintiff and the Class their reasonable costs
and expenses incurred in this action, including counsel fees and expert fees;
and

                  (d) Such other and further relief as the Court may deem just
and proper.



                                       39

<PAGE>

                               JURY TRIAL DEMANDED

                  Plaintiff hereby demands a trial by jury.

Dated:                     May ___, 2002

                                           MANTESE MILLER AND SHEA, P.L.L.C.


                                       By:______________________________

                                           E. Powell Miller (P39487)
                                           1301 W. Long Lake Road, Suite 135
                                           Troy, Michigan 48098
                                           (248) 267-1200

                                           KIRBY MCINERNY & SQUIRE, LLP
                                           Ira M. Press
                                           Mark Strauss
                                           830 Third Avenue
                                           New York, NY  10022
                                           (212) 371-6600

                                           LAW OFFICES OF LIONEL Z. GLANCY
                                           Lionel Z. Glancy
                                           Peter A. Binkow
                                           Tracey Thrower
                                           1801 Avenue of the Stars, Suite 311
                                           Los Angeles, CA 90067
                                           Phone:            (310) 201-9150

                                           Counsel for Plaintiff



                                       40

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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