<DOCUMENT>
<TYPE>EX-10.(I)
<SEQUENCE>14
<FILENAME>k82154aexv10wxiy.txt
<DESCRIPTION>ANNUAL OFFICER INCENTIVE COMPENSATION PLAN
<TEXT>
<PAGE>
                                                                   EXHIBIT 10(i)












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























Effective January 1, 2003
Approved by Committee on May 23, 2003








                                       1
<PAGE>





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

    I.   GENERAL PROVISIONS

         1.1   PURPOSE. The purpose of the Annual Officer Incentive Compensation
               Plan ("Plan") is to:

               (a)  Provide an equitable and competitive level of compensation
                    that will permit CMS Energy Corporation ("Company") and its
                    subsidiaries to attract, retain and motivate highly
                    competent Officers.

               (b)  No payments to Officers in the form of incentive
                    compensation shall be made unless pursuant to a plan
                    approved by the Committee and after express approval of the
                    Committee.

         1.2   EFFECTIVE DATE. The predecessor to the Plan was initially
               effective as of January 1, 1986 and that predecessor, as amended,
               is hereby terminated. The Plan as described herein, is effective
               as of January 1, 2003.

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

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

               (b)  "Base Salary" means the base salary on January 1 of a
                    Performance Year, except as impacted by a Change in Status
                    as defined in Article V. Deferred merit increases from the
                    Salaried Employees Merit Program for the year 2003 shall be
                    added to Base Salary being paid in cash for the 2003 and
                    2004 Performance Years. Deferred merit increases from the
                    Salaried Employees Merit Program for the year 2004 shall be
                    added to Base Salary being paid in cash for the 2004
                    Performance Year. For purposes of the Plan, an Officer's
                    Base Salary must be subject to annual review and annual
                    approval by the Committee. For any Code Section 162(m)
                    Employee, the Base Salary upon which the Annual Award is
                    based will be the amount in effect on January 1 of the
                    Performance Year.

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

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

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

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

               (g)  "Committee" means the Committee on Organization and
                    Compensation of the Board of Directors of CMS Energy.

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


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<PAGE>




               (i)  "Company" means CMS Energy Corporation.

               (j)  "Corporate Free Cash Flow" (CFCF) means CMS Consolidated
                    Cash Flow from operating activities, excluding pension
                    contributions and adjusted for GCR Recovery, plus Cash Flow
                    from Investing Activities.

               (k)  "Earnings Per Share" (EPS) means the amount of ongoing net
                    income per outstanding CMS Energy Share.

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

               (m)  "GCR Recovery" means actual/forecast incremental GCR
                    recovery during January and February of 2004 calculated as
                    actual/forecast GCR cycle billed sales times above budget
                    GCR factor.

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

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

               (p)  "Outside Directors" means directors of CMS Energy who are
                    not employed by CMS Energy or a Subsidiary and satisfy the
                    requirements of an "Outside Director" under Code Section
                    162(m).

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

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

               (s)  "Plan" means the Annual Officer Incentive Compensation Plan
                    for Officers of CMS Energy Corporation and Its Subsidiaries,
                    as effective January 1, 2003 and any amendments thereto.

               (t)  "Plan Administrator" means the Chairman and Chief Executive
                    Officer of CMS Energy, under the general direction of the
                    Outside Directors on the Committee.

               (u)  "Retirement" means that a Plan participant is no longer an
                    active employee and qualifies for a retirement benefit other
                    than a deferred vested retirement benefit under the Pension
                    Plan.

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

         1.4   ELIGIBILITY. Officers are eligible for participation in the Plan.

         1.5   ADMINISTRATION OF THE PLAN.

               (a)  The Plan is administered by the Chairman and Chief Executive
                    Officer of CMS Energy under the general direction of the
                    Outside Directors who are members of the Committee.

               (b)  The Committee, no later than March 30th of the Performance
                    Year, will approve performance goals for the Performance
                     Year.



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<PAGE>




               (c)  The Committee, no later than March 30th of the calendar year
                    following the Performance Year, will review for approval
                    proposed Annual Awards for all Officer participants, as
                    recommended by the Chairman and CEO of the Company. All
                    proposed Annual Awards are subject to approval of the
                    Committee. Before the payment of any Annual Awards, the
                    Committee will certify in writing that the performance goals
                    were in fact satisfied in accordance with Code Section
                    162(m).

               (d)  The Committee reserves the right to modify the performance
                    goals with respect to unforeseeable circumstances or
                    otherwise exercise discretion with respect to proposed
                    Annual Awards as it deems necessary to maintain the spirit
                    and intent of the Plan, provided that such discretion will
                    be to decrease or eliminate, not increase, Annual Awards in
                    the case of any Code Section 162(m) Employees. The Committee
                    also reserves the right in its discretion to not pay Annual
                    Awards for a Performance Year. All discretionary decisions
                    of the Committee are final.

   II.   CORPORATE PERFORMANCE GOALS

         2.1   IN GENERAL. The composite Plan Performance Factor will depend on
               corporate performance in two areas: (1) the ongoing net income
               per outstanding CMS Energy share (EPS); and (2) the Corporate
               Free Cash Flow of CMS Energy (CFCF). There will be no payout
               under the Plan unless a composite Plan Performance Factor of at
               least 60% is achieved. The composite Plan Performance Factor to
               be used for payouts will be capped at a maximum of 200%. A table
               containing the composite Plan Performance Factors shall be
               created by the Committee for each Performance Year. The table for
               Performance Year 2003 is set forth below.

               (a)  EPS COMPONENT. EPS performance shall constitute 40% of the
                    composite Plan Performance Factor. The 100% EPS goal for the
                    2003 performance year is $.80 per share, and the EPS
                    component shall increase or decrease by 50% for each $.10
                    per share change in performance. (Mathematical interpolation
                    shall be used for actual results not shown in the table.)
                    There will be no payout under the plan unless at least $.60
                    per share is achieved (regardless of CFCF performance).

               (b)  CFCF COMPONENT. CFCF performance shall constitute 60% of
                    composite Plan Performance Factor. The 100% CFCF goal for
                    the 2003 performance year is $400 million, and the CFCF
                    component shall increase or decrease by 25% for each $50
                    million change in performance. (Mathematical interpolation
                    shall be used for actual results not shown in the table.)
                    There will be no payout under the plan unless at least $250
                    million is achieved (regardless of EPS performance).

                    COMPOSITE PERFORMANCE FACTORS FOR 2003 PERFORMANCE YEAR
<TABLE>
<CAPTION>
          CFCF
        Component      $250       $300      $350      $400      $450      $500      $550
       (Millions)
     ------------------------------------------------------------------------------------
<S>                   <C>       <C>        <C>       <C>       <C>      <C>       <C>
     EPS COMPONENT

     $ .60             NONE       NONE      NONE       60%       75%       90%      105%
     $ .70             NONE       NONE       65%       80%       95%      110%      125%
     $ .80             NONE        70%       85%      100%      115%      130%      145%
     $ .90              75%        90%      105%      120%      135%      150%      165%
     $1.00              95%       110%      125%      140%      155%      170%      185%
     $1.10             115%       130%      145%      160%      175%      190%      200%
     $1.20             135%       150%      165%      180%      195%      200%      200%
     $1.30             155%       170%      185%      200%      200%      200%      200%
</TABLE>

     Notes: Mathematical interpolation shall be used for actual results not
     shown in the table.

     Target Award is Bolded 100% and Maximum Award is Bolded 200%


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<PAGE>





  III.   ANNUAL AWARD FORMULA

         3.1        OFFICERS' ANNUAL AWARDS. Annual Awards for each eligible
                    Officer will be based upon a standard award percentage of
                    the Officer's Base Salary as in effect on January 1 of the
                    Performance Year. The standard award percentages are set
                    forth in the table below. The maximum amount that can be
                    awarded under this Plan for any Code Section 162(m) Employee
                    will not exceed $2.5 Million in any one Performance Year.
                    The total amount of an Officer's Annual Award shall be
                    computed according to the annual award formula set forth in
                    Section 3.2.
<TABLE>
<CAPTION>
                                                            SALARY          STANDARD AWARD AS A % OF
                               POSITION                      GRADE                BASE  SALARY
                       ------------------------------       ------                ------------
<S>                                                        <C>              <C>
                       Chairman & CEO                         E-9                     66%
                       President & COO/Vice Chairman          E-8                     57%
                       Executive Vice President               E-7                     53%
                       President, Subsidiary - Sr. VP         E-6                     49%
                       Senior Vice President                  E-5                     45%
                       Vice President                         E-4                     41%
                       Vice President                         E-3                     37%
</TABLE>
         3.2        Annual Awards for Officers will be calculated and made as
                    follows:

                      INDIVIDUAL AWARD = BASE SALARY TIMES
                   STANDARD AWARD % TIMES PERFORMANCE FACTOR %

   IV.   PAYMENT OF ANNUAL AWARDS

         4.1   CASH ANNUAL AWARD. All Annual Awards for a Performance Year for
               Salary Grades E-5 and below will be paid in cash no later than
               March 30th of the calendar year following the Performance Year
               provided that they first have been reviewed and approved by the
               Committee, and provided further that the Annual Award for a
               particular Performance Year has not been deferred voluntarily
               pursuant to Section 4.3. The amounts required by law to be
               withheld for income and employment taxes will be deducted from
               the Annual Award payments. All Annual Awards become the
               obligation of the company on whose payroll the Officer is
               enrolled at the time the Committee makes the Annual Award.

         4.2   MANDATORY DEFERRED ANNUAL AWARD. All Annual Awards for the 2003
               performance year for Salary Grade E-6 and above will be credited
               to the individual officer's Salaried Employees Merit Plan special
               account and will be paid in accordance with that plan.

         4.3   VOLUNTARY DEFERRED ANNUAL AWARDS.

               (a)  The payment of all or one-half of a cash Annual Award may be
                    deferred voluntarily at the election of an individual Plan
                    participant. A separate irrevocable election must be made in
                    the calendar year prior to the beginning of the Performance
                    Year. Any Annual Award made by the Committee after
                    termination of employment of an Officer or retirement of an
                    Officer is not eligible for a voluntary deferral and will be
                    paid in full in cash in the year in which the Annual Award
                    is made.

               (b)  A Voluntary Deferred Annual Award may be paid out in a lump
                    sum or in five or ten annual installments beginning in the
                    first January of the calendar year following retirement or
                    termination of employment. If an Annual Award is paid in
                    annual installments, each year the payment will be a
                    fraction of the balance equal to one over the number of
                    annual


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                    installments remaining. In the event of the participant's
                    death, all deferred amounts will be paid in total in January
                    of the calendar year following the year of death.

               (c)  At the time of electing to voluntarily defer payment, the
                    participant must elect whether the sum deferred will be
                    treated by the Company or Subsidiary, as applicable, in
                    accordance with Paragraph I or Paragraph II below.

                    i.  A Voluntary Deferred Annual Award will be credited with
                        sums in lieu of interest from the first day of the month
                        following the month in which the Annual Award is
                        determined to the date of payment. The interest accrual
                        rate will be equivalent to the prime rate of interest as
                        reported in The Wall Street Journal, compounded
                        quarterly as of the first business day of January,
                        April, July and October of each year during the deferral
                        period. The prime rate in effect on the first business
                        day of January, April, July and October will be the
                        prime rate (described above) in effect for that
                        quarterly period.

                    ii. A Voluntary Deferred Annual Award will be treated as if
                        it were invested as an optional cash payment under the
                        CMS Energy Stock Purchase Plan including the
                        accumulation of any dividends. The value of the deferred
                        sum at the time of payment will be equal to the number
                        of dollars such an investment would have been worth as
                        measured by the purchase price of shares of Common Stock
                        using the average closing price, as reported in The Wall
                        Street Journal (NYSE - composite transactions) for the
                        first five trading days in the December previous to a
                        January payout.

                    The amount of any Voluntary Deferred Annual Award is to be
                    satisfied from the general corporate funds of the company on
                    whose payroll the Officer was enrolled prior to the payout
                    beginning and are subject to the claims of general creditors
                    of that company.

         4.4  PAYMENT IN THE EVENT OF DEATH.

               (a)  A participant may name the beneficiary of his or her choice
                    on a beneficiary form provided by the Company, and the
                    beneficiary shall receive payment in the event that the
                    Participant dies prior to receipt of either a cash Annual
                    Award, a Mandatory Deferred Annual Award or a Voluntary
                    Deferred Annual Award. If a beneficiary is not named, the
                    payment will be made to the first surviving class as
                    follows:

                            1. Widow or Widower
                            2. Children, per capita
                            3. Parents, per capita
                            4. Brothers and Sisters, per capita
                            5. Estate of the Deceased

               (b)  A participant may change beneficiaries at any time, and the
                    change will be effective as of the date the participant
                    completes and signs the beneficiary form, whether or not the
                    participant is living at the time the request is received by
                    the Company. However, the Company or the applicable
                    Subsidiary will not be liable for any payments made before
                    receipt of a written request.

    V.   CHANGE OF STATUS

         Payments in the event of a change in status will not apply if no awards
         are made for the performance year.

         5.1   PRO-RATA ANNUAL AWARDS.  A new Officer, whether hired or promoted
               to the position, or an Officer promoted to a higher salary grade
               during the Performance Year will receive a pro rata



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               Annual Award based on the percentage of the Performance Year in
               which the employee is in a particular salary grade. An Officer
               whose salary grade has been lowered, but whose employment is not
               terminated, during the Performance Year will receive a pro rata
               Annual Award based on the percentage of the Performance Year in
               which the employee is in a particular salary grade.

         5.2   TERMINATION. An Officer whose employment is terminated pursuant
               to a violation of the Company code of conduct or other corporate
               policies will not be considered for an Annual Award.

         5.3   RESIGNATION. An Officer who resigns during or after a Performance
               Year will not be eligible for an Annual Award. If the resignation
               is due to reasons such as a downsizing or reorganization, or the
               ill health of the Officer or ill health in the immediate family,
               the Officer may petition the Committee and may be considered, in
               the discretion of the Committee, for a pro rata Annual Award. The
               Committee's decision to approve or deny the request for a pro
               rata Annual Award shall be final.

         5.4   DEATH, DISABILITY, RETIREMENT, LEAVE OF ABSENCE. An Officer whose
               status as an active employee is changed during the Performance
               Year due to death, Disability, Retirement, or Leave of Absence
               will receive a pro rata Annual Award.

   VI.   MISCELLANEOUS

         6.1   IMPACT ON BENEFIT PLANS. Payments made under the Plan will be
               considered as earnings for the Supplemental Executive Retirement
               Plan (Salary Grades E-3 through E-9) but not for purposes of the
               Employees' Savings Plan, Pension Plan, or other employee benefit
               programs.

         6.2   IMPACT ON EMPLOYMENT. Neither the adoption of the Plan nor the
               granting of any Annual Award under the Plan will be deemed to
               create any right in any individual to be retained or continued in
               the employment of the Company or any corporation within the
               Company's control group.

         6.3   TERMINATION OR AMENDMENT OF THE PLAN. The Company at any time
               may, in writing, terminate or amend the Plan.

         6.4   GOVERNING LAW. The Plan will be governed and construed in
               accordance with the laws of the State of Michigan.

         6.5   DISPUTE RESOLUTION. Any disputes related to the Plan should first
               be brought to the Plan Administrator. If that does not result in
               a mutually agreeable resolution, then the dispute shall be
               subject to final and binding arbitration before a single
               arbitrator selected by the parties to be conducted in Jackson,
               Michigan. The arbitration will be conducted and finished within
               90 days of the selection of the arbitrator. The parties shall
               share equally the cost of the arbitrator and of conducting the
               arbitration proceeding, but each party shall bear the cost of its
               own legal counsel and experts and other out-of-pocket
               expenditures.



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