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<SEC-DOCUMENT>0000950124-04-003655.txt : 20040806
<SEC-HEADER>0000950124-04-003655.hdr.sgml : 20040806
<ACCEPTANCE-DATETIME>20040806172447
ACCESSION NUMBER:		0000950124-04-003655
CONFORMED SUBMISSION TYPE:	10-Q
PUBLIC DOCUMENT COUNT:		9
CONFORMED PERIOD OF REPORT:	20040630
FILED AS OF DATE:		20040806

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:		10-Q
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-05611
		FILM NUMBER:		04958918

	BUSINESS ADDRESS:	
		STREET 1:		ONE ENERGY PLAZA
		CITY:			JACKSON
		STATE:			MI
		ZIP:			49201
		BUSINESS PHONE:		5177881031

	MAIL ADDRESS:	
		STREET 1:		ONE ENERGY PLAZA
		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:		10-Q
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-09513
		FILM NUMBER:		04958917

	BUSINESS ADDRESS:	
		STREET 1:		ONE ENERGY PLAZA
		CITY:			JACKSON
		STATE:			MI
		ZIP:			49201
		BUSINESS PHONE:		5177881031

	MAIL ADDRESS:	
		STREET 1:		ONE ENERGY PLAZA
		CITY:			JACKSON
		STATE:			MI
		ZIP:			49201
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>k87244e10vq.txt
<DESCRIPTION>QUARTERLY REPORT FOR PERIOD ENDED JUNE 30, 2004
<TEXT>
<PAGE>
================================================================================

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 10-Q

[X]               QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2004

                                       OR

[ ]               TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                        For the transition period from_____to

Commission             Registrant; State of Incorporation;       IRS Employer
File Number              Address; and Telephone Number        Identification No.
- --------------------------------------------------------------------------------

1-9513                        CMS ENERGY CORPORATION                  38-2726431
                             (A Michigan Corporation)
                     One Energy Plaza, Jackson, Michigan  49201
                                 (517) 788-0550

1-5611                       CONSUMERS ENERGY COMPANY                 38-0442310
                             (A Michigan Corporation)
                    One Energy Plaza, Jackson, Michigan  49201
                                  (517) 788-0550

Indicate by check mark whether the Registrants (1) have filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrants were required to file such reports), and (2) have been subject to
such filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the Registrants are accelerated filers (as
defined in Rule 12b-2 of the Exchange Act).

CMS ENERGY CORPORATION: Yes [X]    No [ ]
CONSUMERS ENERGY COMPANY: Yes [ ]  No [X]

Number of shares outstanding of each of the issuer's classes of common stock at
July 31, 2004:

CMS ENERGY CORPORATION:
     CMS Energy Common Stock, $.01 par value                         161,277,622
CONSUMERS ENERGY COMPANY, $10 par value, privately held by CMS
     Energy Corporation                                               84,108,789

================================================================================

<PAGE>

                             CMS ENERGY CORPORATION
                                       AND
                            CONSUMERS ENERGY COMPANY

                      QUARTERLY REPORTS ON FORM 10-Q TO THE
                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                       FOR THE QUARTER ENDED JUNE 30, 2004

This combined Form 10-Q is separately filed by CMS Energy Corporation and
Consumers Energy Company. Information contained herein relating to each
individual registrant is filed by such registrant on its own behalf.
Accordingly, except for its subsidiaries, Consumers Energy Company makes no
representation as to information relating to any other companies affiliated with
CMS Energy Corporation.

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                              Page
                                                                                                              ----
<S>                                                                                                         <C>
Glossary..................................................................................................         4

PART I: FINANCIAL INFORMATION

CMS Energy Corporation
     Management's Discussion and Analysis
          Executive Overview..............................................................................   CMS - 1
          Restatement of 2003 Financial Statements........................................................   CMS - 2
          Consolidation of Variable Interest Entities.....................................................   CMS - 2
          Forward-Looking Statements and Risk Factors.....................................................   CMS - 2
          Results of Operations...........................................................................   CMS - 4
          Critical Accounting Policies....................................................................  CMS - 12
          Capital Resources and Liquidity.................................................................  CMS - 24
          Outlook.........................................................................................  CMS - 27
          New Accounting Standards........................................................................  CMS - 39
     Consolidated Financial Statements
          Consolidated Statements of Income (Loss)........................................................  CMS - 42
          Consolidated Statements of Cash Flows...........................................................  CMS - 44
          Consolidated Balance Sheets.....................................................................  CMS - 46
          Consolidated Statements of Common Stockholders' Equity..........................................  CMS - 48
     Condensed Notes to Consolidated Financial Statements:
          1.   Corporate Structure and Accounting Policies................................................  CMS - 49
          2.   Discontinued Operations, Other Asset Sales, Impairments, and Restructuring.................  CMS - 52
          3.   Uncertainties..............................................................................  CMS - 57
          4.   Financings and Capitalization..............................................................  CMS - 81
          5.   Earnings Per Share and Dividends...........................................................  CMS - 85
          6.   Financial and Derivative Instruments.......................................................  CMS - 87
          7.   Retirement Benefits........................................................................  CMS - 92
          8.   Equity Method Investments..................................................................  CMS - 94
          9.   Reportable Segments........................................................................  CMS - 95
         10.   Asset Retirement Obligations...............................................................  CMS - 96
         11.   Implementation of New Accounting Standards.................................................  CMS - 98
</TABLE>

                                        2
<PAGE>

                                TABLE OF CONTENTS
                                   (CONTINUED)

<TABLE>
<CAPTION>
                                                                                                             Page
                                                                                                             ----
<S>                                                                                                         <C>
Consumers Energy Company
     Management's Discussion and Analysis
          Executive Overview..............................................................................  CE - 1
          Consolidation of the MCV Partnership and the FLMP...............................................  CE - 2
          Forward-Looking Statements and Risk Factors.....................................................  CE - 2
          Results of Operations.........................................................................    CE - 4
          Critical Accounting Policies....................................................................  CE - 8
          Capital Resources and Liquidity.................................................................  CE - 16
          Outlook.........................................................................................  CE - 19
          New Accounting Standards........................................................................  CE - 28
     Consolidated Financial Statements
          Consolidated Statements of Income...............................................................  CE - 31
          Consolidated Statements of Cash Flows...........................................................  CE - 32
          Consolidated Balance Sheets.....................................................................  CE - 34
          Consolidated Statements of Common Stockholder's Equity..........................................  CE - 36
     Condensed Notes to Consolidated Financial Statements:
          1.  Corporate Structure and Accounting Policies.................................................  CE - 39
          2.  Uncertainties...............................................................................  CE - 42
          3.  Financings and Capitalization...............................................................  CE - 60
          4.  Financial and Derivative Instruments........................................................  CE - 63
          5.  Retirement Benefits.........................................................................  CE - 67
          6.  Asset Retirement Obligations................................................................  CE - 68
          7.  Implementation of New Accounting Standards..................................................  CE - 70

Quantitative and Qualitative Disclosures about Market Risk................................................  CO - 1
Controls and Procedures...................................................................................  CO - 1

PART II:  OTHER INFORMATION

     Item 1. Legal Proceedings............................................................................  CO - 1
     Item 4. Submission of Matters to a Vote of Security Holders..........................................  CO - 5
     Item 5. Other Information............................................................................  CO - 6
     Item 6. Exhibits and Reports on Form 8-K.............................................................  CO - 6
     Signatures...........................................................................................  CO - 8
</TABLE>

                                       3

<PAGE>

                                    GLOSSARY

    Certain terms used in the text and financial statements are defined below

<TABLE>
<S>                                                 <C>
Accumulated Benefit Obligation..................... The liabilities of a pension plan based on service and pay to
                                                    date.  This differs from the Projected Benefit Obligation
                                                    that is typically disclosed in that it does not reflect
                                                    expected future salary increases.
AEP................................................ American Electric Power, a non-affiliated company
ALJ................................................ Administrative Law Judge
Alliance RTO....................................... Alliance Regional Transmission Organization
Alstom............................................. Alstom Power Company
APB................................................ Accounting Principles Board
APB Opinion No. 18................................. APB Opinion No. 18, "The Equity Method of Accounting for
                                                    Investments in Common Stock"

APT................................................ Australian Pipeline Trust
ARO................................................ Asset retirement obligation
Articles........................................... Articles of Incorporation
Attorney General................................... Michigan Attorney General

bcf................................................ Billion cubic feet
Big Rock........................................... Big Rock Point nuclear power plant, owned by Consumers
Board of Directors................................. Board of Directors of CMS Energy
Btu................................................ British thermal unit

CEO................................................ Chief Executive Officer
CFO................................................ Chief Financial Officer
Clean Air Act...................................... Federal Clean Air Act, as amended
CMS Electric and Gas............................... CMS Electric and Gas Company, a subsidiary of Enterprises
CMS Energy......................................... CMS Energy Corporation, the parent of Consumers and
                                                    Enterprises

CMS Energy Common Stock or
  common stock..................................... Common stock of CMS Energy, par value $.01 per share
CMS ERM............................................ CMS Energy Resource Management Company, formerly CMS MST, a
                                                    subsidiary of Enterprises
CMS Field Services................................. CMS Field Services, formerly a wholly owned subsidiary of CMS
                                                    Gas Transmission.  The sale of this subsidiary closed in July
                                                    2003.
CMS Gas Transmission............................... CMS Gas Transmission Company, a subsidiary of Enterprises
CMS Generation..................................... CMS Generation Co., a subsidiary of Enterprises
CMS Holdings....................................... CMS Midland Holdings Company, a subsidiary of Consumers
CMS Midland........................................ CMS Midland Inc., a subsidiary of Consumers
CMS MST............................................ CMS Marketing, Services and Trading Company, a wholly owned
                                                    subsidiary of Enterprises, whose name was changed to CMS ERM
                                                    effective January 2004
</TABLE>

                                       4
<PAGE>

<TABLE>
<S>                                                 <C>
CMS Oil and Gas.................................... CMS Oil and Gas Company, formerly a subsidiary of Enterprises
CMS PEPS........................................... CMS Energy Premium Equity Participating Security Units (CMS
                                                    Energy Trust III)
CMS Pipeline Assets................................ CMS Enterprises pipeline assets in Michigan and Australia
CMS Viron.......................................... CMS Viron Energy Services, formerly a wholly owned subsidiary
                                                    of CMS MST.  The sale of this subsidiary closed in June 2003.
Common Stock....................................... All classes of Common Stock of CMS Energy and each of its
                                                    subsidiaries, or any of them individually, at the time of an
                                                    award or grant under the Performance Incentive Stock Plan
Consumers.......................................... Consumers Energy Company, a subsidiary of CMS Energy
Consumers Funding.................................. Consumers Funding LLC, a wholly-owned special purpose
                                                    subsidiary of Consumers for the issuance of securitization
                                                    bonds dated November 8, 2001
Consumers Receivables Funding II................... Consumers Receivables Funding II LLC, a wholly-owned
                                                    subsidiary of Consumers
Court of Appeals................................... Michigan Court of Appeals
CPEE............................................... Companhia Paulista de Energia Eletrica, a subsidiary of Enterprises
Customer Choice Act................................ Customer Choice and Electricity Reliability Act, a Michigan
                                                    statute enacted in June 2000 that allows all retail customers
                                                    choice of alternative electric suppliers as of January 1,
                                                    2002, provides for full recovery of net stranded costs and
                                                    implementation costs, establishes a five percent reduction in
                                                    residential rates, establishes rate freeze and rate cap, and
                                                    allows for Securitization

Detroit Edison..................................... The Detroit Edison Company, a non-affiliated company
DIG................................................ Dearborn Industrial Generation, LLC, a wholly owned
                                                    subsidiary of CMS Generation
DOE................................................ U.S. Department of Energy
DOJ................................................ U.S. Department of Justice
Dow................................................ The Dow Chemical Company, a non-affiliated company

EBITDA............................................. Earnings before income taxes, depreciation, and amortization
EISP............................................... Executive Incentive Separation Plan
EITF............................................... Emerging Issues Task Force
EITF Issue No. 02-03............................... Issues Involved in Accounting for Derivative Contracts Held
                                                    for Trading Purposes and Contracts Involved in Energy Trading
                                                    and Risk Management Activities
El Chocon.......................................... Hidroelectrica El Chocon, S.A., a 1,320 MW hydroelectric generating complex in
                                                    Argentina, in which CMS Energy holds a 17.23 percent ownership interest.
Enterprises........................................ CMS Enterprises Company, a subsidiary of CMS Energy
EPA................................................ U. S. Environmental Protection Agency
EPS................................................ Earnings per share
ERISA.............................................. Employee Retirement Income Security Act
Ernst & Young...................................... Ernst & Young LLP
Exchange Act....................................... Securities Exchange Act of 1934, as amended

FASB............................................... Financial Accounting Standards Board
</TABLE>

                                       5
<PAGE>

<TABLE>
<S>                                                 <C>
FASB Staff Position, No. 106-1..................... Accounting and Disclosure Requirements Related to the
                                                    Medicare Prescription Drug, Improvement and Modernization Act
                                                    of 2003 (January 12, 2004)
FASB Staff Position, No. 106-2..................... Accounting and Disclosure Requirements Related to the
                                                    Medicare Prescription Drug, Improvement and Modernization Act
                                                    of 2003 (May 19, 2004)

FERC............................................... Federal Energy Regulatory Commission
FMB................................................ First Mortgage Bonds
FMLP............................................... First Midland Limited Partnership, a partnership that holds a
                                                    lessor interest in the MCV facility
Ford............................................... Ford Motor Company

GasAtacama......................................... An integrated natural gas pipeline and electric generation
                                                    project located in Argentina and Chile which includes 702
                                                    miles of natural gas pipeline and a 720 MW gross capacity power
                                                    plant

GCR................................................ Gas cost recovery
GEII............................................... General Electric International Inc.
Goldfields......................................... A pipeline business located in Australia, in which CMS Energy
                                                    holds a 39.7 percent ownership interest
Guardian........................................... Guardian Pipeline, LLC, in which CMS Gas Transmission owned a
                                                    one-third interest

Health Care Plan................................... The medical, dental, and prescription drug programs offered
                                                    to eligible employees of Consumers and CMS Energy
HL Power........................................... H.L. Power Company, a California Limited Partnership, owner
                                                    of the Honey Lake generation project in Wendel, California
Integrum........................................... Integrum Energy Ventures, LLC
IPP................................................ Independent Power Production

JOATT.............................................. Joint Open Access Transmission Tariff
Jorf Lasfar........................................ The 1,356 MW coal-fueled power plant in Morocco, jointly
                                                    owned by CMS Generation and ABB Energy Ventures, Inc.
Karn............................................... D.E Karn/J.C. Weadock Generating Complex, which is owned by
                                                    Consumers Energy

kWh................................................ Kilowatt-hour

LIBOR.............................................. London Inter-Bank Offered Rate
Loy Yang........................................... The 2,000 MW brown coal fueled Loy Yang A power plant and an
                                                    associated coal mine in Victoria, Australia, in which CMS
                                                    Generation held a 50 percent ownership interest
LNG................................................ Liquefied natural gas
Ludington.......................................... Ludington pumped storage plant, jointly owned by Consumers and
                                                    Detroit Edison
</TABLE>

                                       6
<PAGE>

<TABLE>
<S>                                                 <C>
Marysville......................................... CMS Marysville Gas Liquids Company, a Michigan corporation and
                                                    a former subsidiary of CMS Gas Transmission that held a 100
                                                    percent interest in Marysville Fractionation Partnership and a
                                                    51 percent interest in St. Clair Underground Storage
                                                    Partnership

mcf................................................ Thousand cubic feet
MCV Expansion, LLC................................. An agreement entered into with General Electric Company to
                                                    expand the MCV Facility
MCV Facility....................................... A natural gas-fueled, combined-cycle cogeneration facility
                                                    operated by the MCV Partnership
MCV Partnership.................................... Midland Cogeneration Venture Limited Partnership in which
                                                    Consumers has a 49 percent interest through CMS Midland
MD&A............................................... Management's Discussion and Analysis
METC............................................... Michigan Electric Transmission Company, formerly a
                                                    subsidiary of Consumers and now an indirect subsidiary of
                                                    Trans-Elect
Michigan Power..................................... CMS Generation Michigan Power, LLC, owner of the Kalamazoo
                                                    River Generating Station and the Livingston Generating Station
MISO............................................... Midwest Independent System Operator
Moody's............................................ Moody's Investors Service, Inc.
MPSC............................................... Michigan Public Service Commission
MSBT............................................... Michigan Single Business Tax
MTH................................................ Michigan Transco Holdings, Limited Partnership
MW................................................. Megawatts

NEIL............................................... Nuclear Electric Insurance Limited, an industry mutual insurance
                                                    company owned by member utility companies
NMC................................................ Nuclear Management Company, LLC, formed in 1999 by Northern
                                                    States Power Company (now Xcel Energy Inc.), Alliant Energy,
                                                    Wisconsin Electric Power Company, and Wisconsin Public Service
                                                    Company to operate and manage nuclear generating facilities
                                                    owned by the four utilities
NERC............................................... North American Electric Reliability Council
NRC................................................ Nuclear Regulatory Commission
NYMEX.............................................. New York Mercantile Exchange

OATT............................................... Open Access Transmission Tariff
OPEB............................................... Postretirement benefit plans other than pensions for retired
                                                    employees

Palisades.......................................... Palisades nuclear power plant, which is owned by Consumers
</TABLE>

                                        7
<PAGE>


<TABLE>
<S>                                                 <C>
Panhandle.......................................... Panhandle Eastern Pipe Line Company, including its
                                                    subsidiaries Trunkline, Pan Gas Storage, Panhandle Storage,
                                                    and Panhandle Holdings.  Panhandle was a wholly owned
                                                    subsidiary of CMS Gas Transmission.  The sale of this
                                                    subsidiary closed in June 2003.
Parmelia........................................... A business located in Australia comprised of a pipeline,
                                                    processing facilities, and a gas storage facility, a
                                                    subsidiary of CMS Gas Transmission

PCB................................................ Polychlorinated biphenyl
Pension Plan....................................... The trusteed, non-contributory, defined benefit pension plan
                                                    of Panhandle, Consumers and CMS Energy

PJM RTO............................................ Pennsylvania-Jersey-Maryland Regional Transmission
                                                    Organization
Powder River....................................... CMS Oil & Gas previously owned a significant interest in
                                                    coalbed methane fields or projects developed within the
                                                    Powder River Basin which spans the border between Wyoming and
                                                    Montana.  The Powder River properties have been sold.
PPA................................................ The Power Purchase Agreement between Consumers and the
                                                    MCV Partnership with a 35-year term commencing in March 1990,
                                                    as amended, and as interpreted by the Settlement Agreement
                                                    dated as of January 1, 1999 between the MCV and Consumers.
Price Anderson Act................................. Price Anderson Act, enacted in 1957 as an amendment to the
                                                    Atomic Energy Act of 1954, as revised and extended over the
                                                    years.  This act stipulates between nuclear licensees and the
                                                    U.S. government the insurance, financial responsibility, and
                                                    legal liability for nuclear accidents.
PSCR............................................... Power supply cost recovery
PUHCA.............................................. Public Utility Holding Company Act of 1935
PURPA.............................................. Public Utility Regulatory Policies Act of 1978
RCP................................................ Resource Conservation Plan
ROA................................................ Retail Open Access
RTO................................................ Regional Transmission Organization
Rouge.............................................. Rouge Steel Industries

SCP................................................ Southern Cross Pipeline in Australia, in which CMS Gas
                                                    Transmission holds a 45 percent ownership interest
SEC................................................ U.S. Securities and Exchange Commission
Securitization..................................... A financing method authorized by statute and approved by the
                                                    MPSC which allows a utility to sell its right to receive a
                                                    portion of the rate payments received from its customers for
                                                    the repayment of Securitization bonds issued by a special
                                                    purpose entity affiliated with such utility
SENECA............................................. Sistema Electrico del Estado Nueva Esparta, C.A., a subsidiary of Enterprises
SERP............................................... Supplemental Executive Retirement Plan
SFAS............................................... Statement of Financial Accounting Standards
SFAS No. 5......................................... SFAS No. 5, "Accounting for Contingencies"
SFAS No. 52........................................ SFAS No. 52, "Foreign Currency Translation"
</TABLE>

                                       8
<PAGE>

<TABLE>
<S>                                                 <C>
SFAS No. 71........................................ SFAS No. 71, "Accounting for the Effects of Certain Types of
                                                    Regulation"
SFAS No. 87........................................ SFAS No. 87, "Employers' Accounting for Pensions"
SFAS No. 88........................................ SFAS No. 88, "Employers' Accounting for Settlements and
                                                    Curtailments of Defined Benefit Pension Plans and for
                                                    Termination Benefits"
SFAS No. 98 ....................................... SFAS No. 98, "Accounting for Leases"
SFAS No. 106....................................... SFAS No. 106, "Employers' Accounting for Postretirement
                                                    Benefits Other Than Pensions"
SFAS No. 107....................................... Disclosures about Fair Value of Financial Instruments
SFAS No. 115....................................... SFAS No. 115, "Accounting for Certain Investments in Debt and
                                                    Equity Securities"
SFAS No. 123....................................... SFAS No. 123, "Accounting for Stock-Based Compensation"
SFAS No. 128....................................... SFAS No. 128, "Earnings per Share"
SFAS No. 133....................................... SFAS No. 133, "Accounting for Derivative Instruments and
                                                    Hedging Activities, as amended and interpreted"
SFAS No. 143....................................... SFAS No. 143, "Accounting for Asset Retirement Obligations"
SFAS No. 144....................................... SFAS No. 144, "Accounting for the Impairment or Disposal of
                                                    Long-Lived Assets"
SFAS No. 148....................................... SFAS No. 148, "Accounting for Stock-Based Compensation -
                                                    Transition and Disclosure"
SFAS No. 149....................................... SFAS No. 149, "Amendment of Statement No. 133 on Derivative
                                                    Instruments and Hedging Activities"
SFAS No. 150....................................... SFAS No. 150, "Accounting for Certain Financial Instruments
                                                    with Characteristics of Both Liabilities and Equity"
Southern Union..................................... Southern Union Company, a non-affiliated company
Special Committee.................................. A special committee of independent directors, established by
                                                    CMS Energy's Board of Directors, to investigate matters
                                                    surrounding round-trip trading
Stranded Costs..................................... Costs incurred by utilities in order to serve their customers
                                                    in a regulated monopoly environment, which may not be
                                                    recoverable in a competitive environment because of customers
                                                    leaving their systems and ceasing to pay for their costs.
                                                    These costs could include owned and purchased generation and
                                                    regulatory assets.
Superfund.......................................... Comprehensive Environmental Response, Compensation and
                                                    Liability Act
Taweelah........................................... Al Taweelah A2, a power and desalination plant of Emirates
                                                    CMS Power Company, in which CMS Generation holds a 40 percent
                                                    interest
TEPPCO............................................. Texas Eastern Products Pipeline Company, LLC
Toledo Power....................................... Toledo Power Company, the 135 MW coal and fuel oil power
                                                    plant located on Cebu Island, Phillipines, in which CMS
                                                    Generation held a 47.5 percent interest.
Transition Costs................................... Stranded Costs, as defined, plus the costs incurred in the
                                                    transition to competition
</TABLE>

                                       9
<PAGE>

<TABLE>
<S>                                                 <C>
Trunkline.......................................... Trunkline Gas Company, LLC, formerly a subsidiary of CMS
                                                    Panhandle Holdings, LLC
Trunkline LNG...................................... Trunkline LNG Company, LLC, formerly a subsidiary of LNG
                                                    Holdings, LLC
Trust Preferred Securities......................... Securities representing an undivided beneficial interest in
                                                    the assets of statutory business trusts, the interests of
                                                    which have a preference with respect to certain trust
                                                    distributions over the interests of either CMS Energy or
                                                    Consumers, as applicable, as owner of the common beneficial
                                                    interests of the trusts

VEBA Trusts........................................ VEBA (voluntary employees' beneficiary association) trust
                                                    accounts established to specifically set aside employer
                                                    contributed assets to pay for future expenses of the OPEB plan
</TABLE>

                                       10
<PAGE>

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                                       11

<PAGE>

                                                          CMS Energy Corporation

                             CMS ENERGY CORPORATION
                      MANAGEMENT'S DISCUSSION AND ANALYSIS

This MD&A is a combined report of CMS Energy and Consumers. The terms "we" and
"our" as used in this report refer to CMS Energy and its subsidiaries as a
combined entity, except where it is made clear that such term means only CMS
Energy.

EXECUTIVE OVERVIEW

CMS Energy is an integrated energy company with a business strategy focused
primarily in Michigan. We are the parent holding company of Consumers and
Enterprises. Consumers is a combination electric and gas utility company serving
Michigan's Lower Peninsula. Enterprises, through various subsidiaries and equity
investments, is engaged in domestic and international diversified energy
businesses including: independent power production and natural gas transmission,
storage and processing. We manage our businesses by the nature of services each
provides and operate principally in three business segments: electric utility,
gas utility, and enterprises.

We earn our revenue and generate cash from operations by providing electric and
natural gas utility services, electric power generation, gas transmission,
storage, and processing. Our businesses are affected by weather, especially
during the key heating and cooling seasons, economic conditions, particularly in
Michigan, regulation and regulatory issues that primarily affect our gas and
electric utility operations, interest rates, our debt credit rating, and energy
commodity prices.

Our strategy involves rebuilding our balance sheet and refocusing on our core
strength: superior utility operation and service. Over the next few years, we
expect this strategy to reduce our parent company debt substantially, improve
our debt ratings, grow earnings at a mid-single digit rate, restore a meaningful
dividend, and position the company to make new investments consistent with our
strengths. In the near term, our new investments will focus on the utility.

We face important challenges in the future. We continue to lose industrial and
commercial customers to alternative electric suppliers without receiving
compensation for stranded costs caused by the lost sales. As of July 2004, we
have lost 858 MW or 11 percent of our electric load to these alternative
electric suppliers. Based on current trends, we predict load loss by year-end to
be in the range of 900 MW to 1,100 MW. However, no assurance can be made that
the actual load loss will be greater or less than that range. Existing state
legislation encourages competition and provides for recovery of stranded costs,
but the MPSC has not yet authorized stranded cost recovery. We continue to seek
resolution of this issue. In July 2004, several bills were introduced into the
Michigan Senate that could change Michigan's Customer Choice Act.

Further, higher natural gas prices have harmed the economics of the MCV
Partnership and we are seeking approval from the MPSC to change the way the
facility is used. Our proposal would reduce gas consumption by an estimated 30
to 40 bcf per year while improving the MCV Partnership's financial performance
with no change to customer rates. A portion of the benefits from the proposal
will support additional renewable resource development in Michigan. Resolving
the issue is critical for our shareowners and customers.

Our gas business faces market and regulatory uncertainties relating to gas
costs. We attempt to minimize these uncertainties by fully recovering what we
spend to purchase the gas through the GCR process. We

                                     CMS-1
<PAGE>

                                                          CMS Energy Corporation

currently have a GCR year 2003-2004 reconciliation on file with the MPSC.

We are focused on further reducing our business risk and leverage, while growing
the equity base of our company. Much of our asset sales program is complete; we
are engaged in selling the remaining businesses that are not strategic to us.
This creates volatility in earnings as we recognize foreign currency translation
account losses at the time of sale, but it is the right strategic direction for
our company. We are also working to resolve outstanding litigation that stemmed
from energy trading and gas index price reporting activities in 2001 and
earlier.

Our business plan is targeted at predictable earnings growth and debt reduction.
We are now over a year into our plan to reduce, by about half, the debt of CMS
Energy over a five-year period. The result of these efforts will be a strong,
reliable energy company that will be poised to take advantage of opportunities
for further growth.

RESTATEMENT OF 2003 FINANCIAL STATEMENTS

Our financial statements as of and for the three and six months ended June 30,
2003, as presented in this Form 10-Q, have been restated for the following
matters that were disclosed previously in Note 19, Quarterly Financial and
Common Stock Information (Unaudited), in our 2003 Form 10-K/A:

      -     International Energy Distribution, which includes SENECA and CPEE,
            is no longer considered "discontinued operations," due to a change
            in our expectations as to the timing of the sales,

      -     certain derivative accounting corrections at our equity affiliates,
            and

      -     the net loss recorded in the second quarter of 2003 relating to the
            sale of Panhandle, reflected as Discontinued Operations, was
            understated by approximately $14 million, net of tax.

CONSOLIDATION OF VARIABLE INTEREST ENTITIES

Under Revised FASB Interpretation No. 46, we are the primary beneficiary of
several entities, most notably the MCV Partnership and the FMLP. As a result, we
have consolidated the assets, liabilities, and activities of these entities into
our financial statements as of and for the three and six months ended June 30,
2004. These entities are reported as equity method investments in our financial
statements as of and for the three and six months ended June 30, 2003.
Therefore, the consolidation of these entities had no impact on our consolidated
net income for the three and six months ended June 30, 2004. For additional
details, see Note 11, Implementation of New Accounting Standards.

FORWARD-LOOKING STATEMENTS AND RISK FACTORS

This Form 10-Q and other written and oral statements that we make contain
forward-looking statements as defined in Rule 3b-6 of the Exchange Act, as
amended, Rule 175 of the Securities Act of 1933, as amended, and relevant legal
decisions. Our intention with the use of such words as "may," "could,"
"anticipates," "believes," "estimates," "expects," "intends," "plans," and other
similar words is to identify forward-looking statements that involve risk and
uncertainty. We designed this discussion of potential

                                     CMS-2
<PAGE>

                                                          CMS Energy Corporation

risks and uncertainties to highlight important factors that may impact our
business and financial outlook. We have no obligation to update or revise
forward-looking statements regardless of whether new information, future events
or any other factors affect the information contained in the statements. These
forward-looking statements are subject to various factors that could cause our
actual results to differ materially from the results anticipated in these
statements. Such factors include our inability to predict and/or control:

      -     the efficient sale of non-strategic or under-performing domestic or
            international assets and discontinuation of certain operations,

      -     capital and financial market conditions, including the price of CMS
            Energy Common Stock and the effect of such market conditions on the
            Pension Plan, interest rates, and availability of financing to CMS
            Energy, Consumers, or any of their affiliates, and the energy
            industry,

      -     ability to access the capital markets successfully,

      -     market perception of the energy industry, CMS Energy, Consumers, or
            any of their affiliates,

      -     credit ratings of CMS Energy, Consumers, or any of their affiliates,

      -     currency fluctuations, transfer restrictions, and exchange controls,

      -     factors affecting utility and diversified energy operations such as
            unusual weather conditions, catastrophic weather-related damage,
            unscheduled generation outages, maintenance or repairs,
            environmental incidents, or electric transmission or gas pipeline
            system constraints,

      -     international, national, regional, and local economic, competitive,
            and regulatory policies, conditions and developments,

      -     adverse regulatory or legal decisions, including environmental laws
            and regulations,

      -     the impact of adverse natural gas prices on the MCV Partnership
            investment, regulatory decisions concerning the MCV Partnership RCP,
            and regulatory decisions that limit our recovery of capacity and
            fixed energy payments,

      -     federal regulation of electric sales and transmission of electricity
            including re-examination by federal regulators of the market-based
            sales authorizations by which our subsidiaries participate in
            wholesale power markets without price restrictions, and proposals by
            the FERC to change the way it currently lets our subsidiaries and
            other public utilities and natural gas companies interact with each
            other,

      -     energy markets, including the timing and extent of unanticipated
            changes in commodity prices for oil, coal, natural gas, natural gas
            liquids, electricity, and certain related products due to lower or
            higher demand, shortages, transportation problems, or other
            developments,

      -     potential disruption, expropriation or interruption of facilities or
            operations due to accidents, war, terrorism, or changing political
            conditions and the ability to obtain or maintain insurance coverage
            for such events,

                                     CMS-3
<PAGE>

                                                          CMS Energy Corporation

      -     nuclear power plant performance, decommissioning, policies,
            procedures, incidents, and regulation, including the availability of
            spent nuclear fuel storage,

      -     technological developments in energy production, delivery, and
            usage,

      -     achievement of capital expenditure and operating expense goals,

      -     changes in financial or regulatory accounting principles or
            policies,

      -     outcome, cost, and other effects of legal and administrative
            proceedings, settlements, investigations and claims, including
            particularly claims, damages, and fines resulting from round-trip
            trading and inaccurate commodity price reporting, including
            investigations by the DOJ regarding round-trip trading and price
            reporting,

      -     limitations on our ability to control the development or operation
            of projects in which our subsidiaries have a minority interest,

      -     disruptions in the normal commercial insurance and surety bond
            markets that may increase costs or reduce traditional insurance
            coverage, particularly terrorism and sabotage insurance and
            performance bonds,

      -     other business or investment considerations that may be disclosed
            from time to time in CMS Energy's or Consumers' SEC filings or in
            other publicly issued written documents, and

      -     other uncertainties that are difficult to predict, and many of which
            are beyond our control.

RESULTS OF OPERATIONS

Our business plan focuses on strengthening our balance sheet and improving
financial liquidity through debt reduction and aggressive cost management. The
sale of non-strategic and under-performing assets has generated cash to reduce
debt, reduced business risk, and will provide for more predictable future
earnings.

CMS ENERGY CONSOLIDATED RESULTS OF OPERATIONS


<Table>
<Caption>
                                      In Millions (except for per share amounts)
- --------------------------------------------------------------------------------
                                                              Restated
Three months ended June 30                               2004    2003    Change
- --------------------------------------------------------------------------------
<S>                                                     <C>     <C>      <C>
Net Income (Loss) Available to Common Stock             $  16   $  (65)   $  81
Basic Earnings (Loss) Per Share                         $0.10   $(0.45)   $0.55
Diluted Earnings (Loss) Per Share                       $0.10   $(0.45)   $0.55
- -------------------------------------------------------------------------------

Electric utility                                        $  27   $   35    $  (8)
Gas utility                                                 1        5       (4)
Enterprises                                                38        8       30
Corporate interest and other                              (50)     (60)      10
Discontinued operations                                     -      (53)      53
- -------------------------------------------------------------------------------
CMS Energy Net Income (Loss) Available to Common Stock  $  16   $  (65)   $  81
===============================================================================
</TABLE>

                                     CMS-4
<PAGE>

                                                          CMS Energy Corporation

For the three months ended June 30, 2004, our net income was $16 million,
compared to a loss of $65 million for the three months ended June 30, 2003. The
$81 million increase in net income primarily reflects:

      -     the absence of a $53 million loss from discontinued operations
            recorded in 2003, comprised mainly of the loss on the sale of
            Panhandle,

      -     the absence of a $31 million deferred tax asset valuation reserve
            established in 2003,

      -     an $11 million increase in mark-to-market valuation adjustments on
            interest rate swaps and power contracts, and

      -     a $6 million reduction in funded benefits expense primarily due to
            the OPEB plans accounting for the Medicare Prescription Drug,
            Improvement, and Modernization Act of 2003 and the positive impact
            of prior year pension plan contributions on pension plan asset
            returns.

These increases were partially offset by:

      -     the absence of a $30 million Michigan Single Business Tax refund
            received in 2003, and

      -     a reduction in the Utility's net income resulting primarily from
            industrial and commercial customers choosing different electricity
            suppliers and decreased gas deliveries caused primarily by milder
            weather.

For further information, see the individual results of operations for each CMS
Energy business segment within this MD&A.


<TABLE>
<CAPTION>
                                      In Millions (except for per share amounts)
- --------------------------------------------------------------------------------
                                                               Restated
Six months ended June 30                                2004     2003    Change
- --------------------------------------------------------------------------------
<S>                                                     <C>      <C>     <C>
Net Income Available to Common Stock                    $   9    $  17   $   (8)
Basic Earnings Per Share                                $0.06    $0.12   $(0.06)
Diluted Earnings Per Share                              $0.06    $0.14   $(0.08)
- --------------------------------------------------------------------------------
Electric utility                                        $  75    $  86   $  (11)
Gas utility                                                57       59       (2)
Enterprises                                               (23)      29      (52)
Corporate interest and other                              (98)    (111)      13
Discontinued operations                                    (2)     (22)      20
Accounting changes                                          -      (24)      24
- --------------------------------------------------------------------------------
CMS Energy Net Income Available to Common Stock         $   9    $  17   $   (8)
================================================================================
</TABLE>

For the six months ended June 30, 2004, our net income was $9 million, compared
to net income of $17 million for the six months ended June 30, 2003. The $8
million decrease in income reflects:

      -     an $81 million charge to earnings related to the sale of Loy Yang,

      -     the absence of a $30 million Michigan Single Business Tax refund
            received in 2003, and

      -     a reduction in the Utility's net income resulting primarily from
            industrial and commercial customers choosing different electricity
            suppliers and decreased gas deliveries caused primarily by milder
            weather.

                                     CMS-5
<PAGE>

                                                          CMS Energy Corporation

These decreases were partially offset by:

      -     the exclusion in 2004 of a $24 million charge for changes in
            accounting that occurred in the first quarter of 2003,

      -     the absence of a $31 million deferred tax asset valuation reserve
            established in 2003,

      -     the decrease of $20 million in the net loss from discontinued
            operations resulting from the sale of Panhandle and other businesses
            in 2003,

      -     a $31 million increase in mark-to-market valuation adjustments on
            interest rate swaps and power contracts, and

      -     a $13 million reduction in funded benefits expense primarily due to
            the OPEB plans accounting for the Medicare Prescription Drug,
            Improvement, and Modernization Act of 2003 and the positive impact
            of prior year pension plan contributions on pension plan asset
            returns.

For further information, see the individual results of operations for each CMS
Energy business segment within this MD&A.

ELECTRIC UTILITY RESULTS OF OPERATIONS


<TABLE>
<CAPTION>
                                                                           In Millions
- --------------------------------------------------------------------------------------
June 30                                         2004             2003           Change
- --------------------------------------------------------------------------------------
<S>                                             <C>              <C>             <C>
Three months ended                               $27              $35             $ (8)
Six months ended                                 $75              $86             $(11)
======================================================================================
</TABLE>

<TABLE>
<CAPTION>
                                          Three Months Ended       Six Months Ended
Reasons for the change:                 June 30, 2004 vs. 2003  June 30, 2004 vs. 2003
- --------------------------------------------------------------------------------------
<S>                                     <C>                     <C>
Electric deliveries                                        $(10)                  $(20)
Power supply costs and related revenue                       (2)                    (8)
Other operating expenses, non-commodity
 revenue and other income                                    13                     26
General taxes                                               (14)                   (10)
Fixed charges                                                 -                     (6)
Income taxes                                                  5                      7
- --------------------------------------------------------------------------------------
Total change                                               $ (8)                  $(11)
======================================================================================
</TABLE>

ELECTRIC DELIVERIES: Electric deliveries, including transactions with other
wholesale marketers, other electric utilities, and customers choosing
alternative suppliers increased 0.7 billion kWh or 7.2 percent and 1.0 billion
kWh or 5.4 percent for the three and six months ended June 30, 2004 versus the
same periods in 2003. The corresponding increases in electric delivery revenue
for both periods were offset by tariff revenue reductions and decreased sales
margins from deliveries to customers choosing alternative electric suppliers.

The tariff revenue reductions, which began January 1, 2004, were equivalent to
the Big Rock nuclear decommissioning surcharge in effect when our electric
retail rates were frozen from June 2000 through December 31, 2003. The tariff
revenue reductions were reclassified for capped customers as increases to PSCR
revenues. The increased PSCR revenues helped negate possible losses attributable
to the

                                     CMS-6
<PAGE>

                                                          CMS Energy Corporation

underrecovery of PSCR costs for these customers, primarily the residential and
small commercial classes. In fact, the revenue reclassification contributed to
the overrecovery of PSCR revenues in excess of PSCR costs in these customer
classes for the three and six months ended June 30, 2004. In 2004, to the extent
we have PSCR overrecoveries, the overrecovery must be reserved for possible
future refund. The tariff revenue reductions have decreased electric delivery
revenues by approximately $9 million in the second quarter of 2004, and $18
million in the first six months of 2004 versus 2003. The tariff revenue
reductions are expected to decrease electric delivery revenues by $35 million
for the full year of 2004 versus the full year of 2003.

For the three and six months ended June 30, 2004, the overall decline in
electric delivery revenues was offset partially by increased sales to
residential customers due to warmer weather versus the same periods in 2003.

POWER SUPPLY COSTS AND RELATED REVENUE: In 2003, our power supply cost rate of
recovery was a fixed amount per kWh, as required under the Customer Choice Act.
Therefore, power supply-related revenue in excess of actual power supply costs
increased operating income. By contrast, if power supply-related revenues had
been less than actual power supply costs, the impact would have decreased
operating income. In 2004, our recovery of power supply costs is no longer
fixed, but is instead restricted to a pre-defined limit for certain customer
classes. The customer classes that have a pre-defined limit, or cap, on the
level of power supply costs they can be charged are primarily the residential
and small commercial customer classes. In 2004, to the extent our power
supply-related revenues are in excess of actual power supply costs, this former
benefit is reserved for possible future refund. This change in the treatment of
excess power supply revenues over power supply costs decreased operating income
for the three and six months ended June 30, 2004 versus the same periods in
2003.

OTHER OPERATING EXPENSES, NON-COMMODITY REVENUE AND OTHER INCOME: In the three
months ended June 30, 2004, other operating expenses decreased $1 million,
non-commodity revenue increased $1 million, and other income increased $11
million versus the same period in 2003. The increase in other income relates
primarily to interest income recognized in relation to capital expenditures in
excess of depreciation as allowed by the Customer Choice Act. This Act also
enabled us to defer depreciation expense on the excess of capital expenditures
over our depreciation base, contributing to a reduction in operating expenses
for the second quarter of 2004 versus the same period in 2003. Higher other
operating expenses substantially offset the reduction in electric depreciation
expense.

In the six months ended June 30, 2004, other operating expenses decreased $6
million and other income increased $20 million versus the same period in 2003.
The increase in other income relates primarily to interest income recognized in
relation to capital expenditures in excess of depreciation, as allowed by the
Customer Choice Act. Operating expense decreases reflect lower benefit costs and
our ability to defer depreciation expense on the excess of capital expenditures
over our depreciation base, as allowed by the Customer Choice Act.

GENERAL TAXES: General taxes increased in the three and six months ended June
30, 2004 versus the same periods in 2003 primarily due to reductions in the MSBT
expense in 2003. The 2003 reduction was primarily due to CMS Energy having
received approval to file consolidated tax returns for the years 2000 and 2001.
The taxable income for these years was lower than the amount used to make
estimated MSBT payments. These returns were filed in the second quarter of 2003.

                                     CMS-7
<PAGE>

                                                          CMS Energy Corporation

FIXED CHARGES: Fixed charges increased in the six months ended June 30, 2004
versus the same periods in 2003 due to higher average debt levels, partially
offset by a reduction in the average rates of interest. The average rate of
interest dropped 79 basis points and 60 basis points for the three and six month
periods ended June 30, 2004 versus the same periods in 2003.

INCOME TAXES: In the three and six months ended June 30, 2004, income taxes
decreased versus the same periods in 2003 primarily due to lower earnings by the
electric utility, and the OPEB Medicare Part D federal subsidy that is exempt
from federal taxation.

GAS UTILITY RESULTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                                   In Millions
- ----------------------------------------------------------------------------------------------
June 30                                                     2004          2003          Change
- ----------------------------------------------------------------------------------------------
<S>                                                         <C>           <C>           <C>
Three months ended                                          $ 1           $ 5             $ (4)
Six months ended                                            $57           $59             $ (2)
==============================================================================================
</TABLE>

<TABLE>
<CAPTION>
                                                   Three Months Ended      Six Months Ended
Reasons for the change:                         June 30, 2004 vs. 2003  June 30, 2004 vs. 2003
- ----------------------------------------------------------------------------------------------
<S>                                             <C>                      <C>
Gas deliveries                                                     $(7)                   $(21)
Gas rate increase                                                    2                      11
Gas wholesale and retail services and other gas
 revenues                                                            1                       3
Operation and maintenance                                            -                      (2)
General taxes, depreciation, and other income                       (3)                      3
Fixed charges                                                       (2)                     (6)
Income taxes                                                         5                      10
- ----------------------------------------------------------------------------------------------
Total change                                                       $(4)                    $(2)
==============================================================================================
</TABLE>

GAS DELIVERIES: For the three months ended June 30, 2004, the more profitable
non-transportation gas deliveries decreased 4.9 bcf or 13.6 percent primarily
due to milder weather. The less profitable transportation gas deliveries
increased 5.2 bcf or 21.0 percent due to increased MCV Facility generation.
Overall, gas deliveries, including miscellaneous transportation, increased 0.3
bcf or 0.5 percent versus the same period in 2003.

For the six months ended June 30, 2004, gas deliveries, including miscellaneous
transportation, decreased 6.7 bcf or 2.9 percent versus the same period in 2003
primarily due to milder weather.

GAS RATE INCREASE: In December 2003, the MPSC issued an interim gas rate order
authorizing a $19 million annual increase to gas tariff rates. As a result of
this order, gas revenues increased for the three and six months ended June 30,
2004 versus the same periods in 2003.

GAS WHOLESALE AND RETAIL SERVICES AND OTHER GAS REVENUES: For the three and six
months ended June 30, 2004, wholesale and retail services and other gas revenues
increased primarily due to increased gas transportation and storage revenues
versus the same periods in 2003.

                                      CMS-8
<PAGE>

                                                          CMS Energy Corporation

OPERATION AND MAINTENANCE: For the six months ended June 30, 2004, increased
expenditures on safety, reliability, and customer service were offset partially
by reduced benefit costs compared to the same period in 2003.

GENERAL TAXES, DEPRECIATION, AND OTHER INCOME: For the three months ended June
30, 2004 versus the same period in 2003, general tax expense increased $5
million due to higher MSBT expense and depreciation expense decreased $2
million. The increase in MSBT expense is primarily due to CMS Energy having
received approval to file consolidated tax returns for the years 2000 and 2001.
The taxable income for these years was lower than the amount used to make
estimated MSBT payments. These returns were filed in the second quarter of 2003.
The reduced depreciation expense relates to decreases in depreciation rates
authorized by the MPSC's December 2003 interim rate order.

For the six months ended June 30, 2004, general tax expense increased $4 million
due to higher MSBT expense, depreciation expense decreased $8 million, and other
income decreased $1 million versus the same period in 2003. The increase in MSBT
expense is primarily due to CMS Energy having received approval to file
consolidated tax returns for the years 2000 and 2001. The taxable income for
these years was lower than the amount used to make estimated MSBT payments.
These returns were filed in the second quarter of 2003. The reduced depreciation
expense relates to decreases in depreciation rates authorized by the MPSC's
December 2003 interim rate order.

FIXED CHARGES: Fixed charges increased in the three and six months ended June
30, 2004 versus the same periods in 2003 due to higher average debt levels,
partially offset by a reduction in the average rate of interest. The average
rate of interest dropped 79 basis points and 60 basis points for the three and
six month periods ended June 30, 2004 versus the same periods in 2003.

INCOME TAXES: For the three and six months ended June 30, 2004 versus the same
periods in 2003, income taxes decreased due to the income tax treatment of items
related to plant, property, and equipment as required by past MPSC rulings, the
decreased earnings of the gas utility, and the OPEB Medicare Part D federal
subsidy that is exempt from federal taxation.

                                      CMS-9
<PAGE>

                                                          CMS Energy Corporation

ENTERPRISES RESULTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                                       In Millions
- --------------------------------------------------------------------------------------------------
June 30                                                         2004          2003          Change
- --------------------------------------------------------------------------------------------------
<S>                                                             <C>           <C>            <C>
Three months ended                                              $ 38          $ 8            $  30
Six months ended                                                $(23)         $29            $ (52)
==================================================================================================
</TABLE>

<TABLE>
<CAPTION>
                                                   Three Months Ended          Six Months Ended
Reasons for the change:                           June 30, 2004 vs. 2003    June 30, 2004 vs. 2003
- --------------------------------------------------------------------------------------------------
<S>                                            <C>                          <C>
Results of FASB Interpretation No. 46 Entities                      $ (5)                     $(11)
Reasons for change excluding FIN No. 46:
 Operating revenues                                                  (50)                     (403)
 Cost of gas and purchased power                                      61                       436
 Earnings from equity method investees                                10                        (2)
 Operation and maintenance                                             8                         9
 General taxes, depreciation, and other income                        (3)                        2
 Asset impairment charges                                              3                      (127)
 Fixed charges                                                        19                        18
 Income taxes                                                        (13)                       26
- --------------------------------------------------------------------------------------------------
Total change                                                        $ 30                      $(52)
==================================================================================================
</TABLE>

FASB INTERPRETATION NO. 46, CONSOLIDATION OF VARIABLE INTEREST ENTITIES: Due to
the implementation of FIN No. 46, certain equity investments included in equity
earnings in 2003, were determined to be variable interest entities and are now
consolidated in our results of operations for 2004. The net decrease in
earnings, due to the results of these entities, was $5 million for the three
months ended June 30, 2004 and $11 million for the six months ended June 30,
2004. These decreases were primarily due to increased fuel and dispatch costs
for 2004.

OPERATING REVENUES AND COST OF GAS AND PURCHASED POWER: For the three months
ended June 30, 2004, operating revenues and related cost of gas and purchased
power decreased versus the same period in 2003 due to the continued streamlining
of CMS ERM.

For the six months ended June 30, 2004, operating revenues and related cost of
gas and purchased power decreased versus the same period in 2003. The decrease
was primarily the result of the sale of CMS ERM Wholesale Gas and Power
contracts and the absence of mark-to-market valuation adjustments associated
with these contracts.

EARNINGS FROM EQUITY METHOD INVESTEES: Earnings from equity method investees
increased due to mark-to-market valuation adjustments related to interest rate
swaps of $21 million for the three months ended June 30, 2004 and $15 million
for the six months ended June 30, 2004 versus the same periods in 2003. The
increase from interest rate swaps was offset partially by the impact of the
Argentine government's natural gas export restrictions on the results of
GasAtacama, and a deferred tax credit at Jorf Lasfar in 2003.

                                     CMS-10
<PAGE>

                                                          CMS Energy Corporation

OPERATION AND MAINTENANCE: For the three and six months ended June 30, 2004,
operation and maintenance expense decreased versus the same period of 2003.
Lower expenses in 2004 were primarily due to streamlining and business reduction
at CMS ERM.

GENERAL TAXES, DEPRECIATION AND OTHER INCOME, NET: For the three months ended
June 30, 2004, general tax, depreciation and other income decreased operating
income versus the same period in 2003, primarily as a result of foreign exchange
losses offset partially by lower depreciation and general taxes due to the
streamlining and business reduction at CMS ERM.

For the six months ended June 30, 2004, general tax, depreciation and other
income increased operating income versus the same period in 2003, as a result of
lower depreciation and general taxes due to the streamlining and business
reduction at CMS ERM.

ASSET IMPAIRMENT CHARGES: For the three months ended June 30, 2004, there were
no asset impairment charges versus the same period in 2003, which included $3
million of asset impairment charges primarily at International Energy
Distribution.

For the six months ended June 30, 2004, asset impairment charges increased
versus the same period in 2003 due to an impairment charge recorded in 2004 to
recognize the reduction in fair value of Loy Yang.

FIXED CHARGES: For the three and six months ended June 30, 2004, versus the same
periods in 2003, fixed charges decreased due to lower average debt levels and
lower average interest rates primarily resulting from the payoff of a short-term
revolving credit line held by CMS Enterprises during 2003.

INCOME TAXES: For the three months ended June 30, 2004, income taxes increased
versus the same period in 2003 primarily due to higher earnings.

For the six months ended June 30, 2004, income taxes decreased versus the same
period in 2003 due to the impairment charge for Loy Yang.

OTHER RESULTS OF OPERATIONS

                                                                 In Millions
- ----------------------------------------------------------------------------
<TABLE>
<CAPTION>
June 30                                     2004         2003         Change
- ----------------------------------------------------------------------------
<S>                                         <C>          <C>          <C>
Three months ended                          $(50)        $ (60)        $ 10
Six months ended                            $(98)        $(111)        $ 13
============================================================================
</TABLE>

For the three months ended June 30, 2004, corporate interest expense and other
net expenses were $50 million, a decrease of $10 million from the three months
ended June 30, 2003. The decrease reflects the absence of a $24 million deferred
tax asset valuation reserve established in 2003 and also reflects $10 million of
lower interest expense. This decrease was offset partially by the absence in
2004 of a $20 million MSBT refund amount that we received in 2003 and a $4
million increase in operating expenses that were not billed to subsidiaries.

For the six months ended June 30, 2004, corporate interest and other net
expenses were $98 million, a decrease of $13 million from the six months ended
June 30, 2003. The decrease reflects the absence of a $24 million deferred tax
asset valuation reserve established in 2003 and $8 million of lower interest
expense. This decrease was offset partially by the absence of a $20 million MSBT
refund in 2003.

                                     CMS-11
<PAGE>

                                                          CMS Energy Corporation

OTHER: At June 30, 2004, Discontinued Operations includes Parmelia. At June 30,
2003, Discontinued Operations included CMS Field Services, Marysville, and
Parmelia. For additional details, see Note 2, Discontinued Operations, Other
Asset Sales, Impairments, and Restructuring.

A $24 million loss for the cumulative effect of changes in accounting principle
was recognized in the first quarter of 2003; $23 million was due to EITF Issue
No. 02-03; $1 million was due to SFAS No. 143.

CRITICAL ACCOUNTING POLICIES

The following accounting policies are important to an understanding of our
results of operations and financial condition and should be considered an
integral part of our MD&A:

      -     use of estimates in accounting for long-lived assets, contingencies,
            and equity method investments,

      -     accounting for the effects of industry regulation,

      -     accounting for financial and derivative instruments,

      -     accounting for international operations and foreign currency,

      -     accounting for pension and postretirement benefits,

      -     accounting for asset retirement obligations, and

      -     accounting for nuclear decommissioning costs.

For additional accounting policies, see Note 1, Corporate Structure and
Accounting Policies.

USE OF ESTIMATES AND ASSUMPTIONS

In preparing our financial statements, we use estimates and assumptions that may
affect reported amounts and disclosures. Accounting estimates are used for asset
valuations, depreciation, amortization, financial and derivative instruments,
employee benefits, and contingencies. For example, we estimate the rate of
return on plan assets and the cost of future health-care benefits to determine
our annual pension and other postretirement benefit costs. There are risks and
uncertainties that may cause actual results to differ from estimated results,
such as changes in the regulatory environment, competition, foreign exchange,
regulatory decisions, and lawsuits.

LONG-LIVED ASSETS AND EQUITY METHOD INVESTMENTS: Our assessment of the
recoverability of long-lived assets and equity method investments involves
critical accounting estimates. Tests of impairment are performed periodically if
certain conditions that are other than temporary exist that may indicate the
carrying value may not be recoverable. Of our total assets, recorded at $15.307
billion at June 30, 2004, 61 percent represent long-lived assets and equity
method investments that are subject to this type of analysis. We base our
evaluations of impairment on such indicators as:

      -     the nature of the assets,

      -     projected future economic benefits,

      -     domestic and foreign regulatory and political environments,

      -     state and federal regulatory and political environments,

      -     historical and future cash flow and profitability measurements, and

      -     other external market conditions or factors.

                                     CMS-12
<PAGE>

                                                          CMS Energy Corporation

If an event occurs or circumstances change in a manner that indicates the
recoverability of a long-lived asset should be assessed, we evaluate the asset
for impairment. An asset held-in-use is evaluated for impairment by calculating
the undiscounted future cash flows expected to result from the use of the asset
and its eventual disposition. If the undiscounted future cash flows are less
than the carrying amount, we recognize an impairment loss. The impairment loss
recognized is the amount by which the carrying amount exceeds the fair value. We
estimate the fair market value of the asset utilizing the best information
available. This information includes quoted market prices, market prices of
similar assets, and discounted future cash flow analyses. An asset considered
held-for-sale is recorded at the lower of its carrying amount or fair value,
less cost to sell.

We also assess our ability to recover the carrying amounts of our equity method
investments. This assessment requires us to determine the fair values of our
equity method investments. The determination of fair value is based on valuation
methodologies including discounted cash flows and the ability of the investee to
sustain an earnings capacity that justifies the carrying amount of the
investment. We also consider the existence of CMS Energy guarantees on
obligations of the investee or other commitments to provide further financial
support. If the fair value is less than the carrying value and the decline in
value is considered to be other than temporary, an appropriate write-down is
recorded.

Our assessments of fair value using these valuation methodologies represent our
best estimates at the time of the reviews and are consistent with our internal
planning. The estimates we use can change over time. If fair values were
estimated differently, they could have a material impact on our financial
statements.

In March 2004, we reduced the carrying amount of our investment in Loy Yang to
reflect its fair value. We completed the sale of Loy Yang in April 2004. For
additional details on asset sales, see Note 2, Discontinued Operations, Other
Asset Sales, Impairments, and Restructuring. We are still pursuing the sale of
our remaining non-strategic and under-performing assets, including some assets
that were not determined to be impaired. Upon the sale of these assets, the
proceeds realized may be materially different from the remaining carrying
values. Even though these assets have been identified for sale, we cannot
predict when, or make any assurances that, these asset sales will occur.
Further, we cannot predict the amount of cash or the value of consideration that
may be received.

CONTINGENCIES: We are involved in various regulatory and legal proceedings that
arise in the ordinary course of our business. We record a liability for
contingencies based upon our assessment that the occurrence is probable and,
where determinable, an estimate of the liability amount. The recording of
estimated liabilities for contingencies is guided by the principles in SFAS No.
5. We consider many factors in making these assessments, including history and
the specifics of each matter. The most significant of these contingencies are
our electric and gas environmental estimates, which are discussed in the
"Outlook" section included in this MD&A, and the potential underrecoveries from
our power purchase contract with the MCV Partnership.

MCV UNDERRECOVERIES: The MCV Partnership, which leases and operates the MCV
Facility, contracted to sell electricity to Consumers for a 35-year period
beginning in 1990 and to supply electricity and steam to Dow. We hold a 49
percent partnership interest in the MCV Partnership, and a 35 percent lessor
interest in the MCV Facility.

Under our PPA with the MCV Partnership, we pay a capacity charge based on the
availability of the MCV Facility whether or not electricity is actually
delivered to us; a variable energy charge for kWh delivered to us; and a fixed
energy charge based on availability up to 915 MW and based on delivery for the
remaining 325 MW of contract capacity. The cost that we incur under the MCV
Partnership PPA exceeds the

                                     CMS-13
<PAGE>

                                                          CMS Energy Corporation

recovery amount allowed by the MPSC. As a result, we estimate cash
underrecoveries of capacity and fixed energy payments will aggregate $206
million from 2004 through 2007. For capacity and fixed energy payments billed by
the MCV Partnership after September 15, 2007, and not recovered from customers,
we expect to claim relief under a regulatory out provision under the MCV
Partnership PPA. This provision obligates Consumers to pay the MCV Partnership
only those capacity and energy charges that the MPSC has authorized for recovery
from electric customers. The effect of any such action would be to:

      -     reduce cash flow to the MCV Partnership, which could have an adverse
            effect on our investment, and

      -     eliminate our underrecoveries for capacity and fixed energy
            payments.

Further, under the PPA, variable energy payments to the MCV Partnership are
based on the cost of coal burned in our coal plants and our operations and
maintenance expenses. However, the MCV Partnership's costs of producing
electricity are tied to the cost of natural gas. Because natural gas prices have
increased substantially in recent years and the price the MCV Partnership can
charge us for energy has not, the MCV Partnership's financial performance has
been affected adversely.

As a result of returning to the PSCR process on January 1, 2004, we returned to
dispatching the MCV Facility on a fixed load basis, as permitted by the MPSC, in
order to maximize recovery from electric customers of our capacity and fixed
energy payments. This fixed load dispatch increases the MCV Facility's output
and electricity production costs, such as natural gas. As the spread between the
MCV Facility's variable electricity production costs and its energy payment
revenue widens, the MCV Partnership's financial performance and our investment
in the MCV Partnership is and will be affected adversely.

In February 2004, we filed the RCP with the MPSC that is intended to help
conserve natural gas and thereby improve our investment in the MCV Partnership,
without raising the costs paid by our electric customers. The plan's primary
objective is to dispatch the MCV Facility on the basis of natural gas market
prices, which will reduce the MCV Facility's annual production of electricity
and, as a result, reduce the MCV Facility's consumption of natural gas by an
estimated 30 to 40 bcf. This decrease in the quantity of high-priced natural gas
consumed by the MCV Facility will benefit Consumers' ownership interest in the
MCV Partnership. Presently, we are in settlement discussions with the parties to
the RCP filing. However, in July 2004, several qualifying facilities filed for a
stay on the RCP proceeding in the Ingham County Circuit Court after their
previous attempt to intervene on the proceeding was denied by the MPSC. Hearings
on the stay are scheduled for August 11, 2004. We cannot predict if or when the
MPSC will approve the RCP or the outcome of the Ingham County Circuit Court
hearings.

The two most significant variables in the analysis of the MCV Partnership's
future financial performance are the forward price of natural gas for the next
20 years and the MPSC's decision in 2007 or beyond related to limiting our
recovery of capacity and fixed energy payments. Natural gas prices have been
volatile historically. Presently, there is no consensus in the marketplace on
the price or range of future prices of natural gas. Even with an approved RCP,
if gas prices continue at present levels or increase, the economics of operating
the MCV Facility may be adverse enough to require us to recognize an impairment
of our investment in the MCV Partnership. We presently cannot predict the impact
of these issues on our future earnings, cash flows, or on the value of our
investment in the MCV Partnership.

For additional details on the MCV Partnership, see Note 3, Uncertainties, "Other
Consumers' Electric Utility Uncertainties - The Midland Cogeneration Venture."

                                     CMS-14
<PAGE>

                                                          CMS Energy Corporation

ACCOUNTING FOR FINANCIAL AND DERIVATIVE INSTRUMENTS, TRADING ACTIVITIES, AND
MARKET RISK INFORMATION

FINANCIAL INSTRUMENTS: We account for investments in debt and equity securities
using SFAS No. 115. Debt and equity securities can be classified into one of
three categories: held-to-maturity, trading, or available-for-sale securities.
Our debt securities are classified as held-to-maturity securities and are
reported at cost. Our investments in equity securities are classified as
available-for-sale securities. They are reported at fair value, with any
unrealized gains or losses resulting from changes in fair value reported in
equity as part of accumulated other comprehensive income and are excluded from
earnings unless such changes in fair value are determined to be other than
temporary. Unrealized gains or losses resulting from changes in the fair value
of our nuclear decommissioning investments are reflected in Regulatory
Liabilities. The fair value of our equity securities is determined from quoted
market prices.

DERIVATIVE INSTRUMENTS: We use the criteria in SFAS No. 133, as amended and
interpreted, to determine if certain contracts must be accounted for as
derivative instruments. The rules for determining whether a contract meets the
criteria for derivative accounting are numerous and complex. Moreover,
significant judgment is required to determine whether a contract requires
derivative accounting, and similar contracts can sometimes be accounted for
differently.

If a contract is accounted for as a derivative instrument, it is recorded in the
financial statements as an asset or a liability, at the fair value of the
contract. The recorded fair value of the contract is then adjusted quarterly to
reflect any change in the market value of the contract, a practice known as
marking the contract to market. Changes in the fair value of a derivative (that
is, gains or losses) are reported either in earnings or accumulated other
comprehensive income depending on whether the derivative qualifies for special
hedge accounting treatment.

The types of contracts we typically classify as derivative instruments are
interest rate swaps, foreign currency exchange contracts, electric call options,
gas fuel futures and options, gas fuel contracts containing volume optionality,
fixed priced weather-based gas supply call options, fixed price gas supply call
and put options, gas futures, gas and power swaps, and forward purchases and
sales. We generally do not account for electric capacity and energy contracts,
gas supply contracts, coal and nuclear fuel supply contracts, or purchase orders
for numerous supply items as derivatives.

The majority of our contracts are not subject to derivative accounting because
they qualify for the normal purchases and sales exception of SFAS No. 133, or
are not derivatives because there is not an active market for the commodity.
Certain of our electric capacity and energy contracts are not accounted for as
derivatives due to the lack of an active energy market in the state of Michigan,
as defined by SFAS No. 133, and the significant transportation costs that would
be incurred to deliver the power under the contracts to the closest active
energy market at the Cinergy hub in Ohio. If an active market develops in the
future, we may be required to account for these contracts as derivatives. The
mark-to-market impact on earnings related to these contracts could be material
to our financial statements.

Additionally, the MCV Partnership uses natural gas fuel contracts to buy gas as
fuel for generation, and to manage gas fuel costs. The MCV Partnership believes
that its long-term natural gas contracts, which do not contain volume
optionality, qualify under SFAS No. 133 for the normal purchases and normal
sales exception. Therefore, these contracts are currently not recognized at fair
value on the balance sheet. Should significant changes in the level of the MCV
Facility operational dispatch or purchases of long-term gas occur, the MCV
Partnership would be required to re-evaluate its accounting treatment for these
long-

                                     CMS-15
<PAGE>

                                                          CMS Energy Corporation

term gas contracts. This re-evaluation may result in recording mark-to-market
activity on some contracts, which could add to earnings volatility.

To determine the fair value of contracts that are accounted for as derivative
instruments, we use a combination of quoted market prices and mathematical
valuation models. Valuation models require various inputs, including forward
prices, volatilities, interest rates, and exercise periods. Changes in forward
prices or volatilities could change significantly the calculated fair value of
certain contracts. At June 30, 2004, we assumed a market-based interest rate of
1 percent (a rate that is not significantly different than the LIBOR rate) and
volatility rates ranging between 54 percent and 161 percent to calculate the
fair value of our electric and gas options. At June 30, 2004, we assumed
market-based interest rates ranging between 1.37 percent and 4.50 percent and
volatility rates ranging between 24 percent and 44 percent to calculate the fair
value of the gas fuel derivative contracts held by the MCV Partnership.

TRADING ACTIVITIES: CMS ERM enters into and owns energy contracts that are
related to activities considered an integral part of CMS Energy's ongoing
operations. The intent of holding these energy contracts is to optimize the
financial performance of our owned generating assets and to fulfill contractual
obligations. These contracts are classified as trading activities in accordance
with EITF Issue No. 02-03 and are accounted for using the criteria defined in
SFAS No. 133. Energy trading contracts that meet the definition of a derivative
are recorded as assets or liabilities in the financial statements at the fair
value of the contracts. Gains or losses arising from changes in fair value of
these contracts are recognized into earnings in the period in which the changes
occur. Energy trading contracts that do not meet the definition of a derivative
are accounted for as executory contracts (i.e., on an accrual basis).

The market prices we use to value our energy trading contracts reflect our
consideration of, among other things, closing exchange and over-the-counter
quotations. In certain contracts, long-term commitments may extend beyond the
period in which market quotations for such contracts are available. Mathematical
models are developed to determine various inputs into the fair value calculation
including price and other variables that may be required to calculate fair
value. Realized cash returns on these commitments may vary, either positively or
negatively, from the results estimated through application of the mathematical
model. Market prices are adjusted to reflect the impact of liquidating our
position in an orderly manner over a reasonable period of time under present
market conditions.

In connection with the market valuation of our energy trading contracts, we
maintain reserves for credit risks based on the financial condition of
counterparties. We also maintain credit policies that management believes will
minimize its overall credit risk with regard to our counterparties.
Determination of our counterparties' credit quality is based upon a number of
factors, including credit ratings, disclosed financial condition, and collateral
requirements. Where contractual terms permit, we employ standard agreements that
allow for netting of positive and negative exposures associated with a single
counterparty. Based on these policies, our current exposures, and our credit
reserves, we do not anticipate a material adverse effect on our financial
position or results of operations as a result of counterparty nonperformance.

                                     CMS-16
<PAGE>

                                                          CMS Energy Corporation

The following tables provide a summary of the fair value of our energy trading
contracts as of June 30, 2004:
<TABLE>

                                                                                     In Millions
- -------------------------------------------------------------------------------------------------

<S>                                                                                         <C>
Fair value of contracts outstanding as of December 31, 2003                                  $ 15
Fair value of new contracts when entered into during the period (a)                            (3)
Changes in fair value attributable to changes in valuation techniques and assumptions           -
Contracts realized or otherwise settled during the period                                     (11)
Other changes in fair value (b)                                                                 9
- -------------------------------------------------------------------------------------------------
Fair value of contracts outstanding as of June 30, 2004                                      $ 10
=================================================================================================
</TABLE>

(a) Reflects only the initial premium payments/(receipts) for new contracts. No
unrealized gains or losses were recognized at the inception of any new
contracts.

(b) Reflects changes in price and net increase/(decrease) of forward positions
as well as changes to mark-to-market and credit reserves.
<TABLE>
<CAPTION>

Fair Value of Contracts at June 30, 2004                                      In Millions
- ------------------------------------------------------------------------------------------
                                  Total                Maturity (in years)
                                           -----------------------------------------------
Source of Fair Value           Fair Value  Less than 1  1 to 3   4 to 5     Greater than 5
- ------------------------------------------------------------------------------------------
<S>                            <C>         <C>          <C>      <C>        <C>
Prices actively quoted           $ (28)       $ (1)     $ (12)   $ (15)         $-
Prices based on models and
   other valuation methods          38           8         18       12           -
- ------------------------------------------------------------------------------------------
Total                            $  10        $  7      $   6    $  (3)         $-
==========================================================================================
</TABLE>

MARKET RISK INFORMATION: We are exposed to market risks including, but not
limited to, changes in interest rates, commodity prices, currency exchange
rates, and equity security prices. We manage these risks using established
policies and procedures, under the direction of both an executive oversight
committee consisting of senior management representatives and a risk committee
consisting of business-unit managers. We may use various contracts to manage
these risks, including swaps, options, futures, and forward contracts.

Contracts used to manage market risks may be considered derivative instruments
that are subject to derivative and hedge accounting pursuant to SFAS No. 133. We
intend that any gains or losses on these contracts will be offset by an opposite
movement in the value of the item at risk. Risk management contracts are
classified as either trading or other than trading. These contracts contain
credit risk if the counterparties, including financial institutions and energy
marketers, fail to perform under the agreements. We minimize such risk by
performing financial credit reviews using, among other things, publicly
available credit ratings of such counterparties.

We perform sensitivity analyses to assess the potential loss in fair value, cash
flows, or future earnings based upon a hypothetical 10 percent adverse change in
market rates or prices. We do not believe that sensitivity analyses alone
provide an accurate or reliable method for monitoring and controlling risks.
Therefore, we use our experience and judgment to revise strategies and modify
assessments. Changes in excess of the amounts determined in sensitivity analyses
could occur if market rates or prices exceed the 10 percent shift used for the
analyses. These risk sensitivities are shown in "Interest Rate Risk," "Commodity
Price Risk," "Trading Activity Commodity Price Risk," "Currency Exchange Risk,"
and "Equity Securities Price Risk" within this section.

                                     CMS-17
<PAGE>

                                                          CMS Energy Corporation

Interest Rate Risk: We are exposed to interest rate risk resulting from issuing
fixed-rate and variable-rate financing instruments, and from interest rate swap
agreements. We use a combination of these instruments to manage this risk as
deemed appropriate, based upon market conditions. These strategies are designed
to provide and maintain a balance between risk and the lowest cost of capital.

Interest Rate Risk Sensitivity Analysis (assuming a 10 percent adverse change in
market interest rates):


<TABLE>
<CAPTION>
                                                                                                  In Millions
- -------------------------------------------------------------------------------------------------------------
                                                                      June 30, 2004         December 31, 2003
- -------------------------------------------------------------------------------------------------------------
<S>                                                                   <C>                   <C>
Variable-rate financing - before tax annual earnings exposure                $ 1                  $   1
Fixed-rate financing - potential loss in fair value (a)                      240                    242
=============================================================================================================
</TABLE>

(a) Fair value exposure could only be realized if we repurchased all of our
fixed-rate financing.

As discussed in "Electric Utility Business Uncertainties - Competition and
Regulatory Restructuring - Securitization" within this MD&A, we have filed an
application with the MPSC to securitize certain expenditures. Upon final
approval, we intend to use the proceeds from the Securitization to retire
higher-cost debt, which could include a portion of our current fixed-rate debt.
We do not believe that any adverse change in debt price and interest rates would
have a material adverse effect on either our consolidated financial position,
results of operations, or cash flows.

Certain equity method investees have issued interest rate swaps. These
instruments are not required to be included in the sensitivity analysis, but can
have an impact on financial results.

Commodity Price Risk: For purposes other than trading, we enter into electric
call options, fixed-priced weather-based gas supply call options, and
fixed-priced gas supply call and put options. Electric call options are
purchased to protect against the risk of fluctuations in the market price of
electricity, and to ensure a reliable source of capacity to meet our customers'
electric needs. Purchased electric call options give us the right, but not the
obligation, to purchase electricity at predetermined fixed prices. Purchases of
gas supply call options and weather-based gas supply call options, coupled with
the sale of gas supply put options, are used to purchase reasonably priced gas
supply. Purchases of gas supply call options give us the right, but not the
obligation, to purchase gas supply at predetermined fixed prices. Gas supply put
options sold give third-party suppliers the right, but not the obligation, to
sell gas supply to us at predetermined fixed prices. At June 30, 2004, we held
fixed-priced weather-based gas supply call options and fixed-price gas supply
call and put options.

The MCV Partnership uses natural gas fuel contracts to buy gas as fuel for
generation, and to manage gas fuel costs. Some of these contracts contain volume
optionality and, therefore, are treated as derivative instruments. Also, the MCV
Partnership enters into natural gas futures contracts, option contracts, and
over-the-counter swap transactions in order to hedge against unfavorable
changes in the market price of natural gas in future months when gas is expected
to be needed. These financial instruments are being used principally to secure
anticipated natural gas requirements necessary for projected electric and steam
sales, and to lock in sales prices of natural gas previously obtained in order
to optimize the MCV Partnership's existing gas supply, storage, and
transportation arrangements.

                                     CMS-18
<PAGE>

                                                          CMS Energy Corporation

Commodity Price Risk Sensitivity Analysis (assuming a 10 percent adverse change
in market prices):

<TABLE>
<CAPTION>

                                                                                      In Millions
- -------------------------------------------------------------------------------------------------
                                                                 June 30, 2004  December 31, 2003
- -------------------------------------------------------------------------------------------------
<S>                                                              <C>            <C>
Potential reduction in fair value:
  Gas supply option contracts                                              $ 7                $ 1
  Derivative contracts associated with Consumers' investment in
  the MCV Partnership:
   Gas fuel contracts                                                       21                N/A
   Gas fuel futures, options, and swaps                                     38                N/A
=================================================================================================
</TABLE>

During the six months ended June 30, 2004, we entered into additional
weather-based gas supply call options, as well as gas supply call and put option
contracts. As a result, the potential reduction in the fair value increased from
December 31, 2003 as shown in the table above. We did not perform a sensitivity
analysis for the derivative contracts held by the MCV Partnership as of December
31, 2003 because the MCV Partnership was not consolidated into our financial
statements until March 31, 2004, as discussed in Note 11, Implementation of New
Accounting Standards.

Trading Activity Commodity Price Risk: We are exposed to market fluctuations in
the price of energy commodities. We employ established policies and procedures
to manage these risks and may use various commodity derivatives, including
futures, options, and swap contracts. The prices of these energy commodities can
fluctuate because of, among other things, changes in the supply of and demand
for the commodities.

Trading Activity Commodity Price Risk Sensitivity Analysis (assuming a 10
percent adverse change in market prices):

<TABLE>
<CAPTION>
                                                                    In Millions
- -------------------------------------------------------------------------------
                                               June 30, 2004  December 31, 2003
- -------------------------------------------------------------------------------
<S>                                            <C>            <C>
Potential reduction in fair value:
 Gas-related swaps and forward contracts                 $ 3                $ 3
 Electricity-related forward contracts                     2                  2
 Electricity-related call option contracts                 2                  1
===============================================================================
</TABLE>

Currency Exchange Risk: We are exposed to currency exchange risk arising from
investments in foreign operations as well as various international projects in
which we have an equity interest and which have debt denominated in U.S.
dollars. We typically use forward exchange contracts and other risk mitigating
instruments to hedge currency exchange rates. The impact of hedges on our
investments in foreign operations is reflected in accumulated other
comprehensive income as a component of the foreign currency translation
adjustment on the Consolidated Balance Sheets. Gains or losses from the
settlement of these hedges are maintained in the foreign currency translation
adjustment until we sell or liquidate the investments on which the hedges were
taken. At June 30, 2004, we had no foreign exchange hedging contracts
outstanding. As of June 30, 2004, the total foreign currency translation
adjustment was a net loss of $327 million, which included a net hedging loss of
$25 million, net of tax, related to settled contracts.

Equity Securities Price Risk: We are exposed to price risk associated with
investments in equity securities. As discussed in "Financial Instruments" within
this section, our investments in equity securities are

                                     CMS-19
<PAGE>

                                                          CMS Energy Corporation

classified as available-for-sale securities. They are reported at fair value,
with any unrealized gains or losses resulting from changes in fair value
reported in equity as part of accumulated other comprehensive income and are
excluded from earnings unless such changes in fair value are determined to be
other than temporary. Unrealized gains or losses resulting from changes in the
fair value of our nuclear decommissioning investments are reflected in
Regulatory Liabilities. Our debt securities are classified as held-to-maturity
securities and have original maturity dates of approximately one year or less.
Because of the short maturity of these instruments, their carrying amounts
approximate their fair values.

Equity Securities Price Risk Sensitivity Analysis (assuming a 10 percent adverse
change in market prices):
<TABLE>
<CAPTION>


                                                                         In Millions
- ------------------------------------------------------------------------------------
                                          June 30, 2004            December 31, 2003
- ------------------------------------------------------------------------------------
<S>                                       <C>                      <C>
Potential reduction in fair value:

 Nuclear decommissioning investments               $ 54                         $ 57
 Other available-for-sale investments                 7                            7
====================================================================================
</TABLE>

For additional details on market risk and derivative activities, see Note 6,
Financial and Derivative Instruments.

INTERNATIONAL OPERATIONS AND FOREIGN CURRENCY

We have investments in energy-related projects in selected markets around the
world. As a result of a change in business strategy, we have been selling
certain foreign investments. For additional details on the divestiture of
foreign investments, see Note 2, Discontinued Operations, Other Asset Sales,
Impairments, and Restructuring.

BALANCE SHEET: Our subsidiaries and affiliates whose functional currency is
other than the U.S. dollar translate their assets and liabilities into U.S.
dollars at the exchange rates in effect at the end of the fiscal period. Gains
or losses that result from this translation and gains or losses on long-term
intercompany foreign currency transactions are reflected as a component of
stockholders' equity in our Consolidated Balance Sheets as "Foreign Currency
Translation." As of June 30, 2004, cumulative foreign currency translation
decreased stockholders' equity by $327 million. We translate the revenue and
expense accounts of these subsidiaries and affiliates into U.S. dollars at the
average exchange rate during the period.

Australia: The Foreign Currency Translation component of stockholders' equity at
December 31, 2003 included an approximate $110 million unrealized net foreign
currency translation loss related to our investment in Loy Yang. In March 2004,
we recognized the foreign currency translation loss in earnings as a component
of the Loy Yang impairment of approximately $81 million, recorded as a result of
the sale of Loy Yang that was completed in April 2004.

At June 30, 2004, the net foreign currency loss due to the exchange rate of the
Australian dollar recorded in the Foreign Currency Translation component of
stockholders' equity using an exchange rate of 1.45 Australian dollars per U.S.
dollar was $4 million. This foreign currency translation loss relates primarily
to our SCP and Parmelia investments. We are currently pursuing the sale of these
investments.

                                     CMS-20
<PAGE>

                                                          CMS Energy Corporation

Argentina: In January 2002, the Republic of Argentina enacted the Public
Emergency and Foreign Exchange System Reform Act. This law repealed the fixed
exchange rate of one U.S. dollar to one Argentine peso, converted all
dollar-denominated utility tariffs and energy contract obligations into pesos at
the same one-to-one exchange rate, and directed the President of Argentina to
renegotiate such tariffs.

Effective April 30, 2002, we adopted the Argentine peso as the functional
currency for our Argentine investments. We had used previously the U.S. dollar
as the functional currency. As a result, we translated the assets and
liabilities of our Argentine entities into U.S. dollars using an exchange rate
of 3.45 pesos per U.S. dollar, and recorded an initial charge to the Foreign
Currency Translation component of stockholders' equity of $400 million.

While we cannot predict future peso-to-U.S. dollar exchange rates, we do expect
that these non-cash charges reduce substantially the risk of further material
balance sheet impacts when combined with anticipated proceeds from international
arbitration currently in progress, political risk insurance, and the eventual
sale of these assets. At June 30, 2004, the net foreign currency loss due to the
unfavorable exchange rate of the Argentine peso recorded in the Foreign Currency
Translation component of stockholders' equity using an exchange rate of 2.97
pesos per U.S. dollar was $263 million. This amount also reflects the effect of
recording, at December 31, 2002, U.S. income taxes on temporary differences
between the book and tax bases of foreign investments, including the foreign
currency translation associated with our Argentine investments.

INCOME STATEMENT: We use the U.S. dollar as the functional currency of
subsidiaries operating in highly inflationary economies and of subsidiaries that
meet the U.S. dollar functional currency criteria outlined in SFAS No. 52. Gains
and losses that arise from transactions denominated in a currency other than the
U.S. dollar, except those that are hedged, are included in determining net
income.

HEDGING STRATEGY: We may use forward exchange and option contracts to hedge
certain receivables, payables, long-term debt, and equity value relating to
foreign investments. The purpose of our foreign currency hedging activities is
to reduce risk associated with adverse changes in currency exchange rates that
could affect cash flow materially. These contracts would not subject us to risk
from exchange rate movements because gains and losses on such contracts are
inversely correlated with the losses and gains, respectively, on the assets and
liabilities being hedged.

ACCOUNTING FOR THE EFFECTS OF INDUSTRY REGULATION

Because we are involved in a regulated industry, regulatory decisions affect the
timing and recognition of revenues and expenses. We use SFAS No. 71 to account
for the effects of these regulatory decisions. As a result, we may defer or
recognize revenues and expenses differently than a non-regulated entity.
For example, items that a non-regulated entity normally would expense, we may
record as regulatory assets if the actions of the regulator indicate such
expenses will be recovered in future rates. Conversely, items that non-regulated
entities may normally recognize as revenues, we may record as regulatory
liabilities if the actions of the regulator indicate they will require such
revenues be refunded to customers. Judgment is required to determine the
recoverability of items recorded as regulatory assets and liabilities. As of
June 30, 2004, we had $1.125 billion recorded as regulatory assets and $1.502
billion recorded as regulatory liabilities.

For additional details on industry regulation, see Note 1, Corporate Structure
and Accounting Policies, "Utility Regulation."

                                     CMS-21
<PAGE>

                                                          CMS Energy Corporation

ACCOUNTING FOR PENSION AND OPEB

Pension: We have established external trust funds to provide retirement pension
benefits to our employees under a non-contributory, defined benefit Pension
Plan. We have implemented a cash balance plan for certain employees hired after
June 30, 2003. We use SFAS No. 87 to account for pension costs.

401(k): In our efforts to reduce costs, the employer's match for the 401(k) plan
was suspended effective September 1, 2002. The employer's match for the 401(k)
plan is scheduled to resume on January 1, 2005.

OPEB: We provide postretirement health and life benefits under our OPEB plan to
substantially all our retired employees. We use SFAS No. 106 to account for
other postretirement benefit costs. Liabilities for both pension and OPEB are
recorded on the balance sheet at the present value of their future obligations,
net of any plan assets. The calculation of the liabilities and associated
expenses requires the expertise of actuaries. Many assumptions are made
including:

      -     life expectancies,

      -     present-value discount rates,

      -     expected long-term rate of return on plan assets,

      -     rate of compensation increases, and

      -     anticipated health care costs.

Any change in these assumptions can change significantly the liability and
associated expenses recognized in any given year.

The following table provides an estimate of our pension cost, OPEB cost, and
cash contributions for the next three years:

<TABLE>
<CAPTION>

                                                                     In Millions
- ----------------------------------------------------------------------------------
Expected Costs            Pension Cost            OPEB Cost          Contributions
- ----------------------------------------------------------------------------------
<S>                       <C>                     <C>                <C>
   2004                       $21                     $30                $ 63
   2005                        55                      38                  80
   2006                        75                      34                 114
==================================================================================
</TABLE>

Actual future pension cost and contributions will depend on future investment
performance, changes in future discount rates, and various other factors related
to the populations participating in the Pension Plan. As of June 30, 2004, we
have a prepaid pension asset of $398 million, $20 million of which is in Other
current assets on our Consolidated Balance Sheet.

Lowering the expected long-term rate of return on the Pension Plan assets by
0.25 percent (from 8.75 percent to 8.50 percent) would increase estimated
pension cost for 2004 by $2 million. Lowering the discount rate by 0.25 percent
(from 6.25 percent to 6.00 percent) would increase estimated pension cost for
2004 by $4 million.

The Medicare Prescription Drug, Improvement, and Modernization Act of 2003 (the
Act) was signed into law in December 2003. The Act establishes a prescription
drug benefit under Medicare (Medicare Part D) and a federal subsidy, which is
exempt from federal taxation, to sponsors of retiree health care benefit plans
that provide a benefit that is actuarially equivalent to Medicare Part D.

We believe our plan is actuarially equivalent to Medicare Part D and have
incorporated retroactively the

                                     CMS-22
<PAGE>

                                                          CMS Energy Corporation

effects of the subsidy into our financial statements as of June 30, 2004 in
accordance with FASB Staff Position No. SFAS 106-2. We remeasured our obligation
as of December 31, 2003 to incorporate the impact of the Act, which resulted in
a reduction to the accumulated postretirement benefit obligation of $158
million. The remeasurement resulted in a reduction of OPEB cost of $6 million
for the three months ended June 30, 2004, $12 million for the six months ended
June 30, 2004, and an expected total reduction of $24 million for 2004.

For additional details on postretirement benefits, see Note 7, Retirement
Benefits and Note 11, Implementation of New Accounting Standards.

ACCOUNTING FOR ASSET RETIREMENT OBLIGATIONS

SFAS No. 143 became effective January 2003. It requires companies to record the
fair value of the cost to remove assets at the end of their useful lives, if
there is a legal obligation to remove them. We have legal obligations to remove
some of our assets, including our nuclear plants, at the end of their useful
lives. As required by SFAS No. 71, we accounted for the implementation of this
standard by recording regulatory assets and liabilities for regulated entities
instead of a cumulative effect of a change in accounting principle.

The fair value of ARO liabilities has been calculated using an expected present
value technique. This technique reflects assumptions, such as costs, inflation,
and profit margin that third parties would consider to assume the settlement of
the obligation. Fair value, to the extent possible, should include a market risk
premium for unforeseeable circumstances. No market risk premium was included in
our ARO fair value estimate since a reasonable estimate could not be made.

If a reasonable estimate of fair value cannot be made in the period the ARO is
incurred, such as for assets with indeterminate lives, the liability is
recognized when a reasonable estimate of fair value can be made. Generally,
transmission and distribution assets have indeterminate lives. Retirement cash
flows cannot be determined and there is a low probability of a retirement date.
Therefore, no liability has been recorded for these assets. Also, no liability
has been recorded for assets that have insignificant cumulative disposal costs,
such as substation batteries. The measurement of the ARO liabilities for
Palisades and Big Rock are based on decommissioning studies, which largely
utilize third-party cost estimates. For additional details on ARO, see Note 10,
Asset Retirement Obligations.

ACCOUNTING FOR NUCLEAR DECOMMISSIONING COSTS

The MPSC and the FERC regulate the recovery of costs to decommission our Big
Rock and Palisades nuclear plants. We have established external trust funds to
finance the decommissioning of both plants. We record the trust fund balances as
a non-current asset on our balance sheet.

Our decommissioning cost estimates for the Big Rock and Palisades plants assume:

      -     each plant site will be restored to conform to the adjacent
            landscape,

      -     all contaminated equipment and material will be removed and disposed
            of in a licensed burial facility, and

      -     the site will be released for unrestricted use.

Independent contractors with expertise in decommissioning have helped us develop
decommissioning cost estimates. Various inflation rates for labor, non-labor,
and contaminated equipment disposal costs are used to escalate these cost
estimates to the future decommissioning cost. A portion of future
decommissioning

                                     CMS-23
<PAGE>

                                                          CMS Energy Corporation

cost will result from the failure of the DOE to remove fuel from the sites, as
required by the Nuclear Waste Policy Act of 1982.

The decommissioning trust funds include equities and fixed income investments.
Equities will be converted to fixed income investments during decommissioning,
and fixed income investments are converted to cash as needed. In December 2000,
funding of the Big Rock trust fund stopped because the MPSC-authorized
decommissioning surcharge collection period expired. The funds provided by the
trusts, additional customer surcharges, and potential funds from the DOE
litigation are all required to cover fully the decommissioning costs. The costs
of decommissioning these sites and the adequacy of the trust funds could be
affected by:

      -     variances from expected trust earnings,

      -     a lower recovery of costs from the DOE and lower rate recovery from
            customers, and

      -     changes in decommissioning technology, regulations, estimates, or
            assumptions.

Based on current projections, the current level of funds provided by the trusts
is not adequate to fully fund the decommissioning of Big Rock or Palisades. This
is due in part to the DOE's failure to accept the spent nuclear fuel on
schedule, and lower returns on the trust funds. We are attempting to recover our
additional costs for storing spent nuclear fuel through litigation. We will also
seek additional relief from the MPSC. For additional details on nuclear
decommissioning, see Note 3, Uncertainties, "Other Consumers' Electric Utility
Uncertainties - Nuclear Plant Decommissioning" and "Nuclear Matters."

CAPITAL RESOURCES AND LIQUIDITY

Our liquidity and capital requirements are a function of our results of
operations, capital expenditures, contractual obligations, debt maturities,
working capital needs, and collateral requirements. During the summer months, we
purchase natural gas and store it for resale primarily during the winter heating
season. The market price for natural gas has increased. Although our natural gas
purchases are recoverable from our customers, the amount paid for natural gas
stored as inventory could require additional liquidity due to the timing of the
cost recoveries. In addition, a few of our commodity suppliers have requested
advance payment or other forms of assurances, including margin calls, in
connection with maintenance of ongoing deliveries of gas and electricity.

Our current financial plan includes controlling our operating expenses and
capital expenditures, evaluating market conditions for financing opportunities,
and selling assets that are not consistent with our strategy. The sale of assets
is expected to generate cash in 2004; however, it is not critical to the
maintenance of sufficient corporate liquidity. We believe our current level of
cash and borrowing capacity, along with anticipated cash flows from operating
and investing activities, will be sufficient to meet our liquidity needs through
2005.  We have not made a specific determination concerning the reinstatement of
the payment of common stock dividends. The Board of Directors may reconsider or
revise its dividend policy based upon certain conditions, including our results
of operations, financial condition, and capital requirements, as well as other
relevant factors.

CASH POSITION, INVESTING, AND FINANCING

Our operating, investing, and financing activities meet consolidated cash needs.
At June 30, 2004, $909 million consolidated cash was on hand, which includes
$213 million of restricted cash. For additional details on cash equivalents and
restricted cash, see Note 1, Corporate Structure and Accounting Policies.

                                     CMS-24
<PAGE>

                                                          CMS Energy Corporation

Our primary ongoing source of cash is dividends and other distributions from our
subsidiaries, including proceeds from asset sales. For the first six months of
2004, Consumers paid $105 million in common stock dividends and Enterprises paid
$133 million in common stock dividends and other distributions to CMS Energy.

SUMMARY OF CASH FLOWS:
<TABLE>
<CAPTION>

                                                                        In Millions
- -----------------------------------------------------------------------------------
Six months ended June 30                                 2004                  2003
- -----------------------------------------------------------------------------------
<S>                                                      <C>                   <C>
Net cash provided by (used in):
   Operating activities                                  $ 481                 $147
   Investing activities                                   (214)                 292
   Financing activities                                   (276)                 125
Effect of exchange rates on cash                            (1)                   2
- -----------------------------------------------------------------------------------
Net increase (decrease) in cash and cash equivalents     $ (10)                $566
===================================================================================
</TABLE>

OPERATING ACTIVITIES:

For the six months ended June 30, 2004, net cash provided by operating
activities increased $334 million compared to the six months ended June 30, 2003
primarily due to an increase in accounts payable and accrued expenses of $364
million. The increase in accounts payable is mainly a result of the purchase of
natural gas at higher prices and fewer suppliers requiring advanced payments for
gas purchases. Also, CMS ERM had a minimal change in accounts payable in 2004
versus a large decrease in 2003 resulting from the sale of the wholesale gas and
power books. Accrued expenses increased as a result of the Revised FASB
Interpretation No. 46 consolidation of the MCV Partnership and the FMLP, a
smaller decrease in accrued taxes, and an increase in accrued refunds relating
to our 2002-2003 GCR case and potential overrecoveries from our return to the
PSCR process. For additional details regarding the PSCR process refer to
"Electric Utility Business Uncertainties - PSCR" within this MD&A.

Additionally, net cash provided by operating activities increased as a result of
a decrease in inventories of $83 million primarily resulting from gas sales at
higher prices combined with lower volumes of gas purchased. This was offset by a
greater increase in accounts receivable and accrued revenue of $43 million
largely due to lower sales of accounts receivable resulting from our improved
liquidity.

INVESTING ACTIVITIES:

For the six months ended June 30, 2004, net cash from investing activities
decreased $506 million primarily due to a decrease in asset sale proceeds of
$660 million. This change was offset by a decrease in capital expenditures of
$24 million and a decrease in the amount of cash restricted of $155 million. In
2004, $12 million in cash was restricted compared to $167 million restricted in
2003. For additional details on restricted cash, see Note 1, Corporate Structure
and Accounting Policies, "Cash Equivalents and Restricted Cash."

FINANCING ACTIVITIES:

For the six months ended June 30, 2004, net cash from financing activities
decreased $401 million primarily due to a decrease of $397 million in net
proceeds from borrowings. For additional details on long-term debt activity, see
Note 4, Financings and Capitalization.

                                     CMS-25
<PAGE>

                                                          CMS Energy Corporation

OBLIGATIONS AND COMMITMENTS

REGULATORY AUTHORIZATION FOR FINANCINGS: Consumers issues short and long-term
securities under the FERC's authorization. For additional details of Consumers'
existing authorization, see Note 4, Financings and Capitalization.

LONG-TERM DEBT: The components of long-term debt are presented in Note 4,
Financings and Capitalization.

SHORT-TERM FINANCINGS: At June 30, 2004, CMS Energy had $207 million available,
Consumers had $376 million available, and the MCV Partnership had $50 million
available in short-term credit facilities. The facilities are available for
general corporate purposes, working capital, and letters of credit. As of
August 3, 2004, CMS Energy obtained an amended and restated $300 million secured
revolving credit facility to replace both their $190 million facility and $185
million letter of credit facility. As of August 3, 2004, Consumers obtained an
amended and restated $500 million secured revolving credit facility to replace
their $400 million facility. The amended facilities carry three-year terms and
provide for lower interest rates. Additional details on short-term financings
are presented in Note 4, Financings and Capitalization.

OFF-BALANCE SHEET ARRANGEMENTS:

Non-recourse Debt: Our share of unconsolidated debt associated with partnerships
and joint ventures in which we have a minority interest is non-recourse and
totals $1.491 billion at June 30, 2004. The reduction in this amount from March
31, 2004 is primarily due to the sale of Loy Yang, whose non-recourse debt
totaled $1.226 billion. The timing of the payments of non-recourse debt only
affects the cash flow and liquidity of the partnerships and joint ventures.

Sale of Accounts Receivable: Under a revolving accounts receivable sales
program, we may sell up to $325 million of certain accounts receivable. For
additional details, see Note 4, Financings and Capitalization.

CONTINGENT COMMITMENTS: Our contingent commitments include guarantees,
indemnities, and letters of credit. Guarantees represent our guarantees of
performance, commitments, and liabilities of our consolidated and unconsolidated
subsidiaries, partnerships, and joint ventures. Indemnities are agreements to
reimburse other companies, such as an insurance company, if those companies have
to complete our contractual performance in a third-party contract. Banks, on our
behalf, issue letters of credit guaranteeing payment to a third party. Letters
of credit substitute the bank's credit for ours and reduce credit risk for the
third-party beneficiary. We monitor and approve these obligations and believe it
is unlikely that we would be required to perform or otherwise incur any material
losses associated with these guarantees. Our off-balance sheet commitments at
June 30, 2004, expire as follows:

                                     CMS-26
<PAGE>

                                                          CMS Energy Corporation
<TABLE>
<CAPTION>

Commercial Commitments                                                                                  In Millions
- ----------------------------------------------------------------------------------------------------------------------
                                                                             Commitment Expiration
- ----------------------------------------------------------------------------------------------------------------------
                                                                                                            2009 and
                                                     Total    2004     2005     2006     2007    2008        Beyond
- ----------------------------------------------------------------------------------------------------------------------
<S>                                                  <C>      <C>     <C>       <C>      <C>     <C>        <C>
Off-balance sheet:
   Guarantees                                        $ 199    $  6    $  36     $  5      $ -     $ -        $ 152
   Surety bonds and other
      indemnifications (a)                              28       1        -        -        -       -           27
   Letters of Credit (b)                               235      23      184        5        5       5           13
- ----------------------------------------------------------------------------------------------------------------------
Total                                                $ 462    $ 30    $ 220     $ 10      $ 5     $ 5        $ 192
======================================================================================================================
</TABLE>

(a) The surety bonds are continuous in nature. The need for the bonds is
determined on an annual basis.

(b) At June 30, 2004, we had $169 million of cash held as collateral for letters
of credit. The cash that collateralizes the letters of credit is included in
Restricted cash on the Consolidated Balance Sheets.

DIVIDEND RESTRICTIONS: Under the provisions of its articles of incorporation, at
June 30, 2004, Consumers had $396 million of unrestricted retained earnings
available to pay common stock dividends. However, covenants in Consumers' debt
facilities cap common stock dividend payments at $300 million in a calendar
year. Consumers is also under an annual dividend cap of $190 million imposed by
the MPSC during the current interim gas rate relief period. For the six months
ended June 30, 2004, CMS Energy received $105 million of common stock dividends
from Consumers.

Our amended and restated $300 million credit facility restricts payments of
dividends on our common stock during a 12-month period to $75 million, dependent
on the aggregate amounts of unrestricted cash and unused commitments under the
facility.

For additional details on the cap on common stock dividends payable during the
current interim gas rate relief period, see Note 3, Uncertainties, "Consumers'
Gas Utility Rate Matters - 2003 Gas Rate Case."

OUTLOOK

CORPORATE OUTLOOK

During 2004, we are continuing to implement a utility-plus strategy that focuses
on growing a healthy utility and divesting under-performing or other
non-strategic assets. The strategy is designed to generate cash to pay down
debt, reduce business risk, and provide for more predictable future operating
revenues and earnings.

Consistent with our utility-plus strategy, we are pursuing the sale of
non-strategic and under-performing assets. Some of these assets are recorded at
estimates of their current fair value. Upon the sale of these assets, the
proceeds realized may be different from the recorded values if market conditions
have changed. Even though these assets have been identified for sale, we cannot
predict when, nor make any assurance that, these sales will occur. We anticipate
that the cash proceeds from these sales, if any, will be used to retire existing
debt.

As we continue to implement our utility-plus strategy and further reduce our
ownership of non-utility assets, the percentage of our future earnings relating
to our larger equity method investments, including

                                     CMS-27
<PAGE>

                                                          CMS Energy Corporation

Jorf Lasfar, may increase and our total future earnings may depend more
significantly upon the performance of those investments. For additional details,
see Note 8, Equity Method Investments.

ELECTRIC UTILITY BUSINESS OUTLOOK

GROWTH: Over the next five years, we expect electric deliveries to grow at an
average rate of approximately two percent per year based primarily on a steadily
growing customer base and economy. This growth rate includes both full service
sales and delivery service to customers who choose to buy generation service
from an alternative electric supplier, but excludes transactions with other
wholesale market participants and other electric utilities. This growth rate
reflects a long-range expected trend of growth. Growth from year to year may
vary from this trend due to customer response to fluctuations in weather
conditions and changes in economic conditions, including utilization and
expansion of manufacturing facilities. We experienced less growth than expected
in 2003 as a result of cooler than normal summer weather and a decline in
manufacturing activity in Michigan. In 2004, we project electric deliveries to
grow approximately two percent. This short-term outlook for 2004 assumes higher
levels of manufacturing activity than in 2003 and normal weather conditions
during the remainder of the year.

ELECTRIC UTILITY BUSINESS UNCERTAINTIES

Several electric business trends or uncertainties may affect our financial
results and condition. These trends or uncertainties have, or we reasonably
expect could have, a material impact on revenues or income from continuing
electric operations. Such trends and uncertainties include:

      Environmental

      -     increasing capital expenditures and operating expenses for Clean Air
            Act compliance, and

      -     potential environmental liabilities arising from various
            environmental laws and regulations, including potential liability or
            expenses relating to the Michigan Natural Resources and
            Environmental Protection Acts and Superfund.

      Restructuring

      -     response of the MPSC and Michigan legislature to electric industry
            restructuring issues,

      -     ability to meet peak electric demand requirements at a reasonable
            cost, without market disruption,

      -     ability to recover any of our net Stranded Costs under the
            regulatory policies being followed by the MPSC,

      -     effects of lost electric supply load to alternative electric
            suppliers, and

      -     status as an electric transmission customer instead of an electric
            transmission owner.

      Regulatory

      -     effects of recommendations as a result of the August 14, 2003
            blackout, including increased regulatory requirements and new
            legislation,

      -     effects of the FERC supply margin assessment requirements for
            electric market-based rate authority,

      -     responses from regulators regarding the storage and ultimate
            disposal of spent nuclear fuel, and

      -     recovery of nuclear decommissioning costs. For additional details,
            see "Accounting for Nuclear Decommissioning Costs" within this MD&A.

                                     CMS-28
<PAGE>

                                                          CMS Energy Corporation

      Other

      -     effects of commodity fuel prices such as natural gas and coal,

      -     pending litigation filed by PURPA qualifying facilities, and

      -     other pending litigation.

For additional details about these trends or uncertainties, see Note 3,
Uncertainties.

ELECTRIC ENVIRONMENTAL ESTIMATES: Our operations are subject to environmental
laws and regulations. Costs to operate our facilities in compliance with these
laws and regulations generally have been recovered in customer rates.

Compliance with the federal Clean Air Act and resulting regulations has been,
and will continue to be, a significant focus for us. The Title I provisions of
the Clean Air Act require significant reductions in nitrogen oxide emissions. To
comply with the regulations, we expect to incur capital expenditures totaling
$771 million. The key assumptions included in the capital expenditure estimate
include:

      -     construction commodity prices, especially construction material and
            labor,

      -     project completion schedules,

      -     cost escalation factor used to estimate future years' costs, and

      -     allowance for funds used during construction (AFUDC) rate.

Our current capital cost estimates include an escalation rate of 2.6 percent and
an AFUDC capitalization rate of 8.9 percent. As of June 30, 2004, we have
incurred $489 million in capital expenditures to comply with these regulations
and anticipate that the remaining $282 million of capital expenditures will be
made between 2004 and 2009. These expenditures include installing catalytic
reduction technology at some of our coal-fired electric plants. In addition to
modifying the coal-fired electric plants, we expect to purchase nitrogen oxide
emissions credits for years 2004 through 2008. The cost of these credits is
estimated to average $8 million per year and is accounted for as inventory.

The EPA has alleged that some utilities have incorrectly classified plant
modifications as "routine maintenance" rather than seek modification permits
from the EPA. We have received and responded to information requests from the
EPA on this subject. We believe that we have properly interpreted the
requirements of "routine maintenance." If our interpretation is found to be
incorrect, we may be required to install additional pollution controls at some
or all of our coal-fired electric plants and potentially pay fines.
Additionally the viability of certain plants remaining in operation could be
called into question.

The EPA has proposed a Clean Air Interstate Rule that would require additional
coal-fired electric plant emission controls for nitrogen oxides and sulfur
dioxide. If implemented, this rule would potentially require expenditures
equivalent to those efforts in progress required to reduce nitrogen oxide
emissions under the Title I provisions of the Clean Air Act. The rule proposes a
two-phase program to reduce emissions of sulfur dioxide by 70 percent and
nitrogen oxides by 65 percent by 2015. Additionally, the EPA also proposed two
alternative sets of rules to reduce emissions of mercury and nickel from
coal-fired and oil-fired electric plants. Until the proposed environmental rules
are finalized, an accurate cost of compliance cannot be determined.

Several bills have been introduced in the United States Congress that would
require reductions in emissions of greenhouse gases. We cannot predict whether
any federal mandatory greenhouse gas

                                     CMS-29
<PAGE>

                                                          CMS Energy Corporation

emission reduction rules ultimately will be enacted, or the specific
requirements of any such rules if they were to become law.

To the extent that greenhouse gas emission reduction rules come into effect,
such mandatory emissions reduction requirements could have far-reaching and
significant implications for the energy sectors. We cannot estimate the
potential effect of United States federal or state level greenhouse gas policy
on future consolidated results of operations, cash flows, or financial position
due to the speculative nature of the policy. We stay abreast of and engage in
the greenhouse gas policy developments and will continue to assess and respond
to their potential implications on our business operations.

In March 2004, the EPA changed the rules that govern generating plant cooling
water intake systems. The new rules require significant reduction in fish killed
by operating equipment. Some of our facilities will be required to comply by
2006. We are studying the rules to determine the most cost-effective solutions
for compliance.

For additional details on electric environmental matters, see Note 3,
Uncertainties, "Consumers' Electric Utility Contingencies - Electric
Environmental Matters."

COMPETITION AND REGULATORY RESTRUCTURING: Michigan's Customer Choice Act and
other developments will continue to result in increased competition in the
electric business. Generally, increased competition reduces profitability and
threatens market share for generation services. As of January 1, 2002, the
Customer Choice Act allowed all of our electric customers to buy electric
generation service from us or from an alternative electric supplier. As a
result, alternative electric suppliers for generation services have entered our
market. As of July 2004, alternative electric suppliers are providing 858 MW of
generation supply to ROA customers. This amount represents 11 percent of our
distribution load and an increase of 49 percent compared to July 2003.  Based on
current trends, we predict load loss by year-end to be in the range of 900 MW to
1,100 MW.  However, no assurance can be made that the actual load loss will not
be greater or less than that range.

In July 2004, as a result of legislative hearings, several bills were introduced
into the Michigan Senate that could change Michigan's Customer Choice Act. The
proposals include:

      -     requiring that rates be based on cost of service,

      -     establishing a defined Stranded Cost calculation method,

      -     allowing customers who stay with or switch to alternative electric
            suppliers after December 31, 2005 to return to utility services, and
            requiring them to pay current market rates upon return,

      -     establishing reliability standards that all electric suppliers must
            follow,

      -     requiring utilities and alternative suppliers to maintain a 15
            percent power reserve margin,

      -     creating a service charge to fund the Low Income and Energy
            Efficiency Fund,

      -     giving kindergarten through twelfth-grade schools a discount of 10
            percent to 20 percent on electric rates, and

      -     authorizing a service charge payable by all customers for meeting
            Clean Air Act requirements.

Securitization: In March 2003, we filed an application with the MPSC seeking
approval to issue additional Securitization bonds. In June 2003, the MPSC issued
a financing order authorizing the issuance of Securitization bonds in the amount
of $554 million. We filed for rehearing and clarification on a number of
features in the financing order. If and when the MPSC issues an order with
favorable terms, then the order will become effective upon our acceptance.

                                     CMS-30
<PAGE>

                                                          CMS Energy Corporation

Stranded Costs: To the extent we experience net Stranded Costs as determined by
the MPSC, the Customer Choice Act allows us to recover such costs by collecting
a transition surcharge from customers who switch to an alternative electric
supplier. We cannot predict whether the Stranded Cost recovery method adopted by
the MPSC will be applied in a manner that will offset fully any associated
margin loss.

In 2002 and 2001, the MPSC issued orders finding that we experienced zero net
Stranded Costs from 2000 to 2001. The MPSC also declined to resolve numerous
issues regarding the net Stranded Cost methodology in a way that would allow a
reliable prediction of the level of Stranded Costs for future years. We
currently are in the process of appealing these orders with the Michigan Court
of Appeals and the Michigan Supreme Court.

In March 2003, we filed an application with the MPSC seeking approval of net
Stranded Costs incurred in 2002, and for approval of a net Stranded Cost
recovery charge. Our net Stranded Costs incurred in 2002, including the cost of
money, are estimated to be $47 million with the issuance of Securitization bonds
that include Clean Air Act investments, or $104 million without the issuance of
Securitization bonds that include Clean Air Act investments. Once the MPSC
issues a final financing order on Securitization, we will know the amount of our
request for net Stranded Cost recovery for 2002. In July 2004, the ALJ issued a
proposal for decision in our 2002 net Stranded Cost case, which recommended that
the MPSC find that we incurred net Stranded Costs of $12 million. This
recommendation includes the cost of money through July 2004 and excludes Clean
Air Act investments.

In April 2004, we filed an application with the MPSC seeking approval of net
Stranded Costs incurred in 2003. We also requested interim relief for 2003 net
Stranded Costs, but the ALJ declined to set a schedule that would allow
consideration of the interim request. In July 2004, we revised our request for
approval of 2003 Stranded Costs incurred, including the cost of money, to $69
million with the issuance of Securitization bonds that include Clean Air Act
investments, or $128 million without the issuance of Securitization bonds that
include Clean Air Act investments. In July 2004, the MPSC Staff issued a
position on our 2003 net Stranded Cost application, which resulted in a Stranded
Cost calculation of $52 million. The amount includes the cost of money, but
excludes Clean Air Act investments.

We cannot predict how the MPSC will rule on our requests for the recovery of
Stranded Costs. Therefore, we have not recorded regulatory assets to recognize
the future recovery of such costs.

Implementation Costs: Following an appeal and remand of initial MPSC orders
relating to 1999 implementation costs, the MPSC authorized the recovery of all
previously approved implementation costs for the years 1997 through 2001 by
surcharges on all customers' bills phased in as rate caps expire. Authorized
recoverable implementation costs totaled $88 million. This total includes
carrying costs through 2003. Additional carrying costs will be added until
collection occurs. For additional information on rate caps, see "Rate Caps"
within this section.

Our applications for $7 million of implementation costs for 2002 and $1 million
for 2003 are presently pending approval by the MPSC. Included in the 2002
request is $5 million related to our former participation in the development of
the Alliance RTO. Although we believe these implementation costs and associated
cost of money are fully recoverable in accordance with the Customer Choice Act,
we cannot predict the amounts the MPSC will approve as recoverable.

In addition to seeking MPSC approval for these costs, we are pursuing
authorization at the FERC for the MISO to reimburse us for approximately $8
million, for implementation costs related to our former participation in the
development of the Alliance RTO which includes the $5 million pending approval
by

                                     CMS-31
<PAGE>

                                                          CMS Energy Corporation

the MPSC as part of 2002 implementation costs recovery. These costs have
generally either been expensed or approved as recoverable implementation costs
by the MPSC. The FERC has denied our request for reimbursement and we are
appealing the FERC ruling at the United States Court of Appeals for the District
of Columbia. We cannot predict the outcome of the appeal process or the ultimate
amount, if any, we will collect for Alliance RTO development costs.

Security Costs: The Customer Choice Act, as amended, allows for recovery of new
and enhanced security costs, as a result of federal and state regulatory
security requirements incurred before January 1, 2006. All retail customers,
except customers of alternative electric suppliers, would pay these charges. In
April 2004, we filed a security cost recovery case with the MPSC for $25 million
of costs for which regulatory treatment has not yet been granted through other
means. The requested amount includes reasonable and prudent security
enhancements through December 31, 2005. As of June 30, 2004, we have $7 million
in security costs recorded as a regulatory asset. The costs are for enhanced
security and insurance because of federal and state regulatory security
requirements imposed after the September 11, 2001 terrorist attacks. In July
2004, a settlement was reached with the parties to the case, which would provide
for full recovery of the requested security costs over a five-year period
beginning in 2004. We are presently awaiting approval from the MPSC. We cannot
predict how the MPSC will rule on our request for the recoverability of
security costs.

Rate Caps: The Customer Choice Act imposes certain limitations on electric rates
that could result in us being unable to collect our full cost of conducting
business from electric customers. Such limitations include:

      -     rate caps effective through December 31, 2004 for small commercial
            and industrial customers, and

      -     rate caps effective through December 31, 2005 for residential
            customers.

As a result, we may be unable to maintain our profit margins in our electric
utility business during the rate cap periods. In particular, if we need to
purchase power supply from wholesale suppliers while retail rates are capped,
the rate restrictions may preclude full recovery of purchased power and
associated transmission costs.

PSCR: The PSCR process provides for the reconciliation of actual power supply
costs with power supply revenues. This process provides for recovery of all
reasonable and prudent power supply costs actually incurred by us, including the
actual cost for fuel, and purchased and interchange power. In September 2003, we
submitted a PSCR filing to the MPSC that reinstates the PSCR process for
customers whose rates are no longer frozen or capped as of January 1, 2004. The
proposed PSCR charge allows us to recover a portion of our increased power
supply costs from large commercial and industrial customers and, subject to the
overall rate caps, from other customers. We estimate the recovery of increased
power supply costs from large commercial and industrial customers to be
approximately $30 million in 2004. As allowed under current regulation, we
self-implemented the proposed PSCR charge on January 1, 2004. The revenues
received from the PSCR charge are also subject to subsequent reconciliation at
the end of the year after actual costs have been reviewed for reasonableness and
prudence. We cannot predict the outcome of this reconciliation proceeding.

Special Contracts: We entered into multi-year electric supply contracts with
certain industrial and commercial customers. The contracts provide electricity
at specially negotiated prices, usually at a discount from tariff prices. As of
July 2004, special contracts for approximately 630 MW of load are in place, most
of which are in effect through 2005. These include, new special contracts with
Dow Corning

                                     CMS-32
<PAGE>

                                                          CMS Energy Corporation

and Hemlock Semi-Conductor for 101 MW of load, which received final approval
from the MPSC in May 2004 and special contracts with several hospitals totaling
52 MW of load, which received approval from the MPSC in July 2004. We cannot
predict whether additional special contracts will be necessary, advisable, or
approved.

Transmission Sale: In May 2002, we sold our electric transmission system for
$290 million to MTH. We are currently in arbitration with MTH regarding property
tax items used in establishing the selling price of our electric transmission
system. An unfavorable outcome could result in a reduction of sale proceeds
previously recognized by approximately $2 million to $3 million.

There are multiple proceedings and a proposed rulemaking pending before the FERC
regarding transmission pricing mechanisms and standard market design for
electric bulk power markets and transmission. The results of these proceedings
and proposed rulemakings could affect significantly:

      -     transmission cost trends,

      -     delivered power costs to us, and

      -     delivered power costs to our retail electric customers.

The financial impact of such proceedings, rulemaking, and trends are not
quantifiable currently. In addition, we are evaluating whether or not there may
be impacts on electric reliability associated with the outcomes of these various
transmission related proceedings. For example, Commonwealth Edison Company
received approval from the FERC to join the PJM RTO effective May 1, 2004 and
American Electric Power Service Corporation received approval from the FERC to
join the PJM RTO effective October 1, 2004. These integrations could create
different patterns of flow and power within the Midwest area and could affect
adversely our ability to provide reliable service to our customers.

August 14, 2003 Blackout: On August 14, 2003, the electric transmission grid
serving parts of the Midwest and the Northeast experienced a significant
disturbance that impacted electric service to millions of homes and businesses.
As a result, federal and state investigations regarding the cause of the
blackout were conducted. These investigations resulted in the NERC and the U.S.
and Canadian Power System Outage Task Force releasing electric operations
recommendations. Few of the recommendations apply directly to us, since we are
not a transmission owner. However, the recommendations could result in increased
transmission costs to us and require upgrades to our distribution system. The
financial impacts of these recommendations are not quantifiable currently.

We have complied with an MPSC order requiring Michigan utilities and
transmission companies to submit a report concerning relay settings on their
systems by May 10, 2004. In July 2004, the MPSC closed the docket concerning the
investigation into the August 14, 2003 blackout. Also, we have complied with the
FERC order requiring entities that own, operate, or control designated
transmission facilities to report on their vegetation management practices by
June 17, 2004. This FERC order affected a total of six miles of high voltage
lines located on or adjacent to some generating plant properties.

For additional details and material changes relating to the rate matters and
restructuring of the electric utility industry, see Note 3, Uncertainties,
"Consumers' Electric Utility Restructuring Matters," and "Consumers' Electric
Utility Rate Matters."

UNIT OUTAGE: In June 2004, our 638 MW Karn Unit 4 facility located in
Essexville, Michigan experienced a failure on the exciter. The exciter is a
device that provides the magnetic field to the main

                                     CMS-33
<PAGE>

                                                          CMS Energy Corporation

electric generator. Replacement of the exciter is expected to take several
months. In the interim we have installed a temporary replacement, which is
rented from Detroit Edison. However, under the agreement, Detroit Edison can
recall the exciter at any time. To hedge against 235 MW of this risk and ensure
adequate reserve margins during the summer peak periods, we have entered into
two short-term capacity contracts. As of July 2004, the rented exciter has been
installed and the Karn unit is operating effectively. The financial impacts of
the unit outage are not currently quantifiable.

FERC SUPPLY MARGIN ASSESSMENT: In April 2004, the FERC adopted two new
generation market power screens and modified measures to mitigate market power
where it is found. The screens will apply to all initial market-based rate
applications and reviews on an interim basis, which occur every three years.
Based on preliminary reviews, we believe that we will pass the established
screens.

PERFORMANCE STANDARDS: Electric distribution performance standards developed by
the MPSC became effective in February 2004. The standards relate to restoration
after outages, safety, and customer services. The MPSC order calls for financial
penalties in the form of customer credits if the standards for the duration and
frequency of outages are not met. We met or exceeded all approved standards for
year-end results for both 2002 and 2003. As of June 2004, we are in compliance
with the acceptable level of performance. We are a member of an industry
coalition that has appealed the customer credit portion of the performance
standards to the Michigan Court of Appeals. We cannot predict the likely effects
of the financial penalties, if any, nor can we predict the outcome of the
appeal. Likewise, we cannot predict our ability to meet the standards in the
future or the cost of future compliance.

For additional details on performance standards, see Note 3, Uncertainties,
"Consumers' Electric Utility Rate Matters - Performance Standards."

GAS UTILITY BUSINESS OUTLOOK

GROWTH: Over the next five years, we expect gas deliveries to grow at an average
rate of less than one percent per year. Actual gas deliveries in future periods
may be affected by:

      -     fluctuations in weather patterns,

      -     use by independent power producers,

      -     competition in sales and delivery,

      -     Michigan economic conditions,

      -     gas consumption per customer, and

      -     increases in gas commodity prices.

In February 2004, we filed an application with the MPSC for a Certificate of
public convenience and necessity for the construction of a 25-mile gas
transmission pipeline in northern Oakland County. The project is necessary to
meet peak load beginning in the winter of 2005 through 2006. If we are unable to
construct the pipeline due to local opposition, we will need to pursue more
costly alternatives or possibly curtail serving the system's load growth in that
area.

                                     CMS-34
<PAGE>

                                                          CMS Energy Corporation

GAS UTILITY BUSINESS UNCERTAINTIES

Several gas business trends or uncertainties may affect our financial results
and conditions. These trends or uncertainties could have a material impact on
net sales, revenues, or income from gas operations. The trends and uncertainties
include:

      Environmental

      -     potential environmental remediation costs at a number of sites,
            including sites formerly housing manufactured gas plant facilities.

      Regulatory

      -     inadequate regulatory response to applications for requested rate
            increases, and

      -     response to increases in gas costs, including adverse regulatory
            response and reduced gas use by customers.

      Other

      -     pipeline integrity maintenance and replacement costs, and

      -     other pending litigation.

We sell gas to retail customers under tariffs approved by the MPSC. These
tariffs measure the volume of gas delivered to customers (i.e. mcf). However, we
purchase gas for resale on a heating value (i.e. Btu) basis. The Btu content of
the gas purchased fluctuates and may result in customers using less gas for the
same heating requirement. We fully recover our cost to purchase gas through the
approved GCR. However, since the customer may use less gas on a volumetric
basis, the revenue from the distribution charge (the non-gas cost portion of the
customer bill) could be reduced. This could affect adversely our gas utility
earnings. The amount of any possible earnings loss due to fluctuating Btu
content in future periods cannot be estimated at this time.

In September 2002, the FERC issued an order rejecting our filing to assess
certain rates for non-physical gas title tracking services we provide. In
December 2003, the FERC ruled that no refunds were at issue and we reversed $4
million related to this matter. In January 2004, three companies filed with the
FERC for clarification or rehearing of the FERC's December 2003 order. In April
2004, the FERC issued its Order Granting Clarification. In that Order, the FERC
indicated that its December 2003 order was in error. It directed us to file
within 30 days a fair and equitable title-tracking fee and to make refunds, with
interest, to customers based on the difference between the accepted fee and the
fee paid. In response to the FERC's April 2004 order, we filed a Request for
Rehearing in May 2004. The FERC issued an Order Granting Rehearing for Further
Consideration in June 2004. We expect the FERC to issue an order on the merits
of this proceeding in the third quarter of 2004. We believe that with respect to
the FERC jurisdictional transportation, we have not charged any customers title
transfer fees, so no refunds are due. At this time, we cannot predict the
outcome of this proceeding.

GAS ENVIRONMENTAL ESTIMATES: We expect to incur investigation and remedial
action costs at a number of sites, including 23 former manufactured gas plant
sites. We expect our remaining remedial action costs to be between $37 million
and $90 million. Any significant change in assumptions, such as remediation
techniques, nature and extent of contamination, and legal and regulatory
requirements, could change the remedial action costs for the sites. For
additional details, see Note 3, Uncertainties, "Consumers' Gas Utility
Contingencies - Gas Environmental Matters."

                                     CMS-35
<PAGE>

                                                          CMS Energy Corporation

GAS COST RECOVERY: The MPSC is required by law to allow us to charge customers
for our actual cost of purchased natural gas. The GCR process is designed to
allow us to recover all of our gas costs; however, the MPSC reviews these costs
for prudency in an annual reconciliation proceeding.

GCR YEAR 2002-2003: In March 2004, a settlement agreement was approved by the
MPSC that resulted in a GCR disallowance of $11 million for the GCR period. For
additional details, see Note 3, Uncertainties, "Consumers' Gas Utility Rate
Matters - Gas Cost Recovery."

GCR YEAR 2003-2004: In June 2004, we filed a reconciliation of GCR for the
12-months ended March 2004. We proposed to refund to our customers $28 million
of overrecovered gas cost, plus interest. The refund will be included in the
2004-2005 GCR plan year. The overrecovery includes the $11 million refund
settlement for the 2002-2003 GCR year, as well as refunds received by us from
our suppliers and required by the MPSC to be refunded to our customers.

GCR PLAN FOR YEAR 2004-2005: In December 2003, we filed an application with the
MPSC seeking approval of a GCR plan for the 12-month period of April 2004
through March 2005. The second quarter GCR adjustment resulted in a GCR ceiling
price of $6.57. In June 2004, the MPSC issued a final Order in our GCR plan
approving a settlement, which included a quarterly mechanism for setting a GCR
ceiling price. The mechanism did not change the current ceiling price of $6.57.
Actual gas costs and revenues will be subject to an annual reconciliation
proceeding. Our GCR factor for the billing month of August is $6.39 per mcf.

2003 GAS RATE CASE: In March 2003, we filed an application with the MPSC for a
$156 million annual increase in our gas delivery and transportation rates that
included a 13.5 percent return on equity. In September 2003, we filed an update
to our gas rate case that lowered the requested revenue increase from $156
million to $139 million and reduced the return on common equity from 13.5
percent to 12.75 percent. The MPSC authorized an interim gas rate increase of
$19 million annually. The interim increase is under bond and subject to refund
if the final rate relief is a lesser amount. The interim increase order includes
a $34 million reduction in book depreciation expense and related income taxes
effective only during the period of interim relief. The MPSC order allowed us to
increase our rates beginning December 19, 2003. As part of the interim rate
order, Consumers agreed to restrict dividend payments to its parent company, CMS
Energy, to a maximum of $190 million annually during the period of interim
relief. On March 5, 2004, the ALJ issued a Proposal for Decision recommending
that the MPSC not rely upon the projected test year data included in our filing,
which was supported by the MPSC Staff and the ALJ further recommended that the
application be dismissed. In response to the Proposal for Decision, the parties
have filed exceptions and replies to exceptions. The MPSC is not bound by the
ALJ's recommendation and will review the exceptions and replies to exceptions
prior to issuing an order on final rate relief.

2001 GAS DEPRECIATION CASE: In December 2003, we filed an update to our gas
utility plant depreciation case originally filed in June 2001. This case is not
affected by the 2003 gas rate case interim increase order which reduced book
depreciation expense and related income taxes only for the period that we
receive the interim relief.

The June 2001 depreciation case filing was based on December 2000 plant balances
and historical data. The December 2003 filing updates the gas depreciation case
to include December 2002 plant balances. The proposed depreciation rates, if
approved, would result in an annual increase of $12 million in depreciation
expense based on December 2002 plant balances. In June 2004, the ALJ issued a
Proposal for Decision recommending adoption of the Michigan Attorney General's
proposal to reduce our annual depreciation expense by $52 million. In response
to the Proposal for Decision, the parties filed exceptions

                                     CMS-36
<PAGE>

                                                          CMS Energy Corporation

and are expected to file replies to exceptions. In our exceptions, we proposed
alternative depreciation rates that would result in an annual decrease of $7
million in depreciation expense. The MPSC is not bound by the ALJ's
recommendation and will review the exceptions and replies to exceptions prior to
issuing an order on final depreciation rates.

OTHER CONSUMERS' OUTLOOK

CODE OF CONDUCT: In December 2000, the MPSC issued a new code of conduct that
applies to utilities and alternative electric suppliers. The code of conduct
seeks to prevent financial support, information sharing, and preferential
treatment between a utility's regulated and non-regulated services. The new code
of conduct is broadly written and could affect our:

      -     retail gas business energy related services,

      -     retail electric business energy related services,

      -     marketing of non-regulated services and equipment to Michigan
            customers, and

      -     transfer pricing between our departments and affiliates.

We appealed the MPSC orders related to the code of conduct and sought a deferral
of the orders until the appeal was complete. We also sought waivers available
under the code of conduct to continue utility activities that provide
approximately $50 million in annual electric and gas revenues. In October 2002,
the MPSC denied waivers for three programs including the appliance service plan
offered by us, which generated $34 million in gas revenue in 2003. In March
2004, the Michigan Court of Appeals upheld the MPSC's implementation of the code
of conduct without modification. We filed an application for leave to appeal
with the Michigan Supreme Court, but we cannot predict whether the Michigan
Supreme Court will accept the case or the outcome of any appeal. In April 2004,
the Michigan Governor signed legislation that allows us to remain in the
appliance service business. In June 2004, the MPSC directed the parties to a
pending complaint case involving Consumers to file briefs discussing whether the
case is affected by the legislation.

MCV PARTNERSHIP PROPERTY TAXES: In January 2004, the Michigan Tax Tribunal
issued its decision in the MCV Partnership's tax appeal against the City of
Midland for tax years 1997 through 2000. The MCV Partnership estimates that the
decision will result in a refund to the MCV Partnership of approximately $35
million in taxes plus $9 million of interest. The Michigan Tax Tribunal decision
has been appealed to the Michigan Court of Appeals by the City of Midland and
the MCV Partnership has filed a cross-appeal at the Michigan Court of Appeals.
The MCV Partnership also has a pending case with the Michigan Tax Tribunal for
tax years 2001 through 2004. The MCV Partnership cannot predict the outcome of
these proceedings; therefore, the above refund (net of approximately $15 million
of deferred expenses) has not been recognized in year-to-date 2004 earnings.

ENTERPRISES OUTLOOK

INDEPENDENT POWER PRODUCTION: We plan to complete the restructuring of our IPP
business by narrowing the focus of our operations to primarily North America and
the Middle East/North Africa. We will continue to sell designated assets and
investments that are under-performing or are not consistent with this focus.

CMS ERM: CMS ERM has streamlined its portfolio in order to reduce business risk
and outstanding credit guarantees. Our future activities will be centered on
fuel procurement activities and merchant power marketing in such a way as to
optimize the earnings from our IPP generation assets.

                                     CMS-37
<PAGE>

                                                          CMS Energy Corporation

CMS GAS TRANSMISSION: CMS Gas Transmission continues to narrow its scope of
existing operations. We plan to continue to sell most of our international
assets and businesses. Future operations will be conducted mainly in Michigan.

In July 2004, we entered into a definitive agreement to sell our interests in
Parmelia and Goldfields to APT for approximately $208 million Australian
(approximately $145 million in U.S. dollars). The sale is subject to customary
closing conditions. We expect the sale to close in the third quarter of 2004.

In July 2003, CMS Gas Transmission completed the sale of CMS Field Services to
Cantera Natural Gas, Inc. for gross cash proceeds of approximately $113 million,
subject to post closing adjustments, and a $50 million face value note of
Cantera Natural Gas, Inc., which is not included in our consolidated financial
statements. The note is payable to CMS Energy for up to $50 million, subject to
the financial performance of the Fort Union and Bighorn natural gas gathering
systems from 2004 through 2008. The financial performance is dependent primarily
on the number of new wells connected and transportation volumes, with certain
EBITDA thresholds required to be achieved in order for us to receive payments on
the note. There may not be enough new wells connected in 2004 to achieve the
annual threshold and thus trigger a payment on the note for 2004.

UNCERTAINTIES: The results of operations and the financial position of our
diversified energy businesses may be affected by a number of trends or
uncertainties. Those that could have a material impact on our income, cash
flows, or balance sheet and credit improvement include:

      -     our ability to sell or to improve the performance of assets and
            businesses in accordance with our business plan,

      -     changes in exchange rates or in local economic or political
            conditions, particularly in Argentina, Venezuela, Brazil,
            and the Middle East,

      -     changes in foreign laws or in governmental or regulatory policies
            that could reduce significantly the tariffs charged and revenues
            recognized by certain foreign subsidiaries, or increase expenses,

      -     imposition of stamp taxes on South American contracts that could
            increase project expenses substantially,

      -     impact of any future rate cases, FERC actions, or orders on
            regulated businesses,

      -     impact of ratings downgrades on our liquidity, operating costs, and
            cost of capital, and

      -     impact of restrictions by the Argentine government on natural gas
            exports to our GasAtacama plant.

OTHER OUTLOOK

LITIGATION AND REGULATORY INVESTIGATION: We are the subject of an investigation
by the DOJ regarding round-trip trading transactions by CMS MST. Additionally,
we are named as a party in various litigation including a shareholder derivative
lawsuit, a securities class action lawsuit, a class action lawsuit alleging
ERISA violations, several lawsuits regarding alleged false natural gas price
reporting, and a lawsuit surrounding the possible sale of CMS Pipeline Assets.
For additional details regarding these investigations and litigation, see Note
3, Uncertainties.

                                     CMS-38
<PAGE>

                                                          CMS Energy Corporation

NEW ACCOUNTING STANDARDS

FASB INTERPRETATION NO. 46, CONSOLIDATION OF VARIABLE INTEREST ENTITIES: The
FASB issued this Interpretation in January 2003. The objective of the
Interpretation is to assist in determining when one party controls another
entity in circumstances where a controlling financial interest cannot be
properly identified based on voting interests. Entities with this characteristic
are considered variable interest entities. The Interpretation requires the party
with the controlling financial interest, known as the primary beneficiary, in a
variable interest entity to consolidate the entity.

On December 24, 2003, the FASB issued Revised FASB Interpretation No. 46. For
entities that have not previously adopted FASB Interpretation No. 46, Revised
FASB Interpretation No. 46 provided an implementation deferral until the first
quarter of 2004. As of and for the quarter ended March 31, 2004, we adopted
Revised FASB Interpretation No. 46 for all entities.

We determined that we are the primary beneficiary of both the MCV Partnership
and the FMLP. We have a 49 percent partnership interest in the MCV Partnership
and a 46.4 percent partnership interest in the FMLP. Consumers is the primary
purchaser of power from the MCV Partnership through a long-term power purchase
agreement. In addition, the FMLP holds a 75.5 percent lessor interest in the MCV
Facility, which results in Consumers holding a 35 percent lessor interest in the
MCV Facility. Collectively, these interests make us the primary beneficiary of
these entities. As such, we consolidated their assets, liabilities, and
activities into our financial statements for the first time as of and for the
quarter ended March 31, 2004. These partnerships have third-party obligations
totaling $728 million at June 30, 2004. Property, plant, and equipment serving
as collateral for these obligations has a carrying value of $1.453 billion at
June 30, 2004. The creditors of these partnerships do not have recourse to the
general credit of CMS Energy.

At December 31, 2003, we determined that we are the primary beneficiary of three
other entities that are determined to be variable interest entities. We have 50
percent partnership interest in the T.E.S. Filer City Station Limited
Partnership, the Grayling Generating Station Limited Partnership, and the
Genesee Power Station Limited Partnership. Additionally, we have operating and
management contracts and are the primary purchaser of power from each
partnership through long-term power purchase agreements. Collectively, these
interests make us the primary beneficiary as defined by the Interpretation.
Therefore, we consolidated these partnerships into our consolidated financial
statements for the first time as of December 31, 2003. These partnerships have
third-party obligations totaling $118 million at June 30, 2004. Property, plant,
and equipment serving as collateral for these obligations has a carrying value
of $169 million as of June 30, 2004. Other than outstanding letters of credit
and guarantees of $5 million, the creditors of these partnerships do not have
recourse to the general credit of CMS Energy.

We also determined that we are not the primary beneficiary of our trust
preferred security structures. Accordingly, those entities have been
deconsolidated as of December 31, 2003. Company Obligated Trust Preferred
Securities totaling $663 million, that were previously included in mezzanine
equity, have been eliminated due to deconsolidation. As a result of the
deconsolidation, we reflected $684 million of long-term debt - related parties
and reflected an investment in related parties of $21 million.

We are not required to restate prior periods for the impact of this accounting
change.

Additionally, we have variable interest entities in which we are not the primary
beneficiary. FASB Interpretation No. 46 requires us to disclose certain
information about these entities. The chart below details our involvement in
these entities at June 30, 2004:

                                     CMS-39
<PAGE>

                                                          CMS Energy Corporation

<TABLE>
<CAPTION>
                                                                        Investment                              Total
Name (Ownership     Nature of the                       Involvement      Balance        Operating Agreement   Generating
  Interest)            Entity            Country            Date       (In Millions)      with CMS Energy      Capacity
- ------------------------------------------------------------------------------------------------------------------------
<S>                 <C>                <C>              <C>            <C>              <C>                   <C>
                     Generator         United Arab
Taweelah (40%)                         Emirates             1999          $  93                 Yes              777 MW

                     Generator -
                     Under             Saudi
Jubail (25%)         Construction      Arabia               2001          $   -                 Yes              250 MW

                     Generator -
                     Under             United Arab
Shuweihat (20%)      Construction      Emirates             2001          $ (16)(a)             Yes            1,500 MW
- ------------------------------------------------------------------------------------------------------------------------
Total                                                                     $  77                                2,527 MW
========================================================================================================================
</TABLE>

(a) At June 30, 2004, we carried a negative investment in Shuweihat. The balance
is comprised of our investment of $3 million reduced by our proportionate share
of the negative fair value of derivative instruments of $19 million. We are
required to record the negative investment due to our future commitment to make
an equity investment in Shuweihat.

Our maximum exposure to loss through our interests in these variable interest
entities is limited to our investment balance of $77 million, and letters of
credit, guarantees, and indemnities relating to Taweelah and Shuweihat totaling
$129 million. Included in that total is a letter of credit relating to our
required initial investment in Shuweihat of $70 million. We plan to contribute
our initial investment when the project becomes commercially operational in
2004.

FASB STAFF POSITION, NO. SFAS 106-2, ACCOUNTING AND DISCLOSURE REQUIREMENTS
RELATED TO THE MEDICARE PRESCRIPTION DRUG, IMPROVEMENT, AND MODERNIZATION ACT OF
2003: The Medicare Prescription Drug, Improvement, and Modernization Act of 2003
(the Act) was signed into law in December 2003. The Act establishes a
prescription drug benefit under Medicare (Medicare Part D) and a federal
subsidy, which is exempt from federal taxation, to sponsors of retiree health
care benefit plans that provide a benefit that is actuarially equivalent to
Medicare Part D. At December 31, 2003, we elected a one-time deferral of the
accounting for the Act, as permitted by FASB Staff Position, No. SFAS 106-1.

The final FASB Staff Position, No. SFAS 106-2 supersedes FASB Staff Position,
No. SFAS 106-1 and provides further accounting guidance. FASB Staff Position,
No. SFAS 106-2 states that for plans that are actuarially equivalent to Medicare
Part D, employers' measures of accumulated postretirement benefit obligations
and postretirement benefit costs should reflect the effects of the Act.

We believe our plan is actuarially equivalent to Medicare Part D and have
incorporated retroactively the effects of the subsidy into our financial
statements as of June 30, 2004, in accordance with FASB Staff Position, No. SFAS
106-2. We remeasured our obligation as of December 31, 2003 to incorporate the
impact of the Act, which resulted in a reduction to the accumulated
postretirement benefit obligation of $158 million. The remeasurement resulted in
a reduction of OPEB cost of $6 million for the three months ended June 30, 2004,
$12 million for the six months ended June 30, 2004, and an expected total
reduction of $24 million for 2004. Consumers capitalizes a portion of OPEB cost
in accordance with regulatory accounting. As such, the remeasurement resulted in
a net reduction of OPEB expense of $4 million, or

                                     CMS-40
<PAGE>

                                                          CMS Energy Corporation

$0.03 per share, for the three months ended June 30, 2004, $9 million, or $0.05
per share, for the six months ended June 30, 2004, and an expected total net
expense reduction of $17 million for 2004.

EITF NO. 03-6, PARTICIPATING SECURITIES AND THE TWO-CLASS METHOD UNDER SFAS NO.
128: EITF No. 03-6, effective June 30, 2004, addresses the treatment of
participating securities in earnings per share calculations. This EITF defines
participating securities and describes their treatment using a two-class method
of calculating earnings per share. Since we have not issued any participating
securities, as defined by EITF No. 03-6 and SFAS No. 128, there was no impact on
earnings per share upon adoption.

NEW ACCOUNTING STANDARDS NOT YET EFFECTIVE

PROPOSED EITF NO. 04-8, THE EFFECT OF CONTINGENTLY CONVERTIBLE DEBT ON DILUTED
EARNINGS PER SHARE: The Issue addresses when the dilutive effect of contingently
convertible debt instruments should be included in diluted earnings per share
calculations. At its July 1, 2004 meeting, the EITF reached a consensus that
contingently convertible debt instruments should be included in the diluted
earnings per share computation (if dilutive) regardless of whether the market
price trigger or other contingent features have been met.

We currently have a contingently convertible debt instrument and a contingently
convertible preferred stock instrument outstanding. Both securities include
similar contingent conversion provisions. Including the dilutive effect of these
instruments could reduce our diluted earnings per share. For further information
on these securities, refer to Note 4, Financings and Capitalization,
"Contingently Convertible Securities."

The proposed Issue is open for public comment and will be discussed by the EITF
at its September 2004 meeting. The tentative effective date for this EITF Issue
is for reporting periods ending after December 15, 2004. Prior period earnings
per share amounts would be required to be restated.

                                     CMS-41
<PAGE>

                             CMS ENERGY CORPORATION
                        CONSOLIDATED STATEMENTS OF INCOME
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                 THREE MONTHS ENDED     SIX MONTHS ENDED
                                                                           RESTATED              RESTATED
JUNE 30                                                           2004       2003       2004       2003
- ---------------------------------------------------------------------------------------------------------
                                                                    In Millions, Except Per Share Amounts
<S>                                                              <C>       <C>         <C>       <C>
OPERATING REVENUE                                                $ 1,093   $  1,126    $ 2,847   $  3,094
EARNINGS FROM EQUITY METHOD INVESTEES                                 41         50         60         97
OPERATING EXPENSES
     Fuel for electric generation                                    184         98        356        206
     Purchased and interchange power                                  80        102        157        341
     Purchased power - related parties                                 -        124          -        260
     Cost of gas sold                                                263        298      1,024      1,135
     Other operating expenses                                        224        217        442        415
     Maintenance                                                      65         61        122        119
     Depreciation, depletion and amortization                        108         90        252        218
     General taxes                                                    62          7        136         76
     Assets impairment charges                                         -          3        125          9
                                                                 ----------------------------------------
                                                                     986      1,000      2,614      2,779
- ---------------------------------------------------------------------------------------------------------
OPERATING INCOME                                                     148        176        293        412
OTHER INCOME (DEDUCTIONS)
     Accretion expense                                                (6)        (9)       (12)       (16)
     Gain (loss) on asset sales, net                                   1         (3)         3         (8)
     Interest and dividends                                            7          7         14         11
     Foreign currency gains (losses), net                             (3)         5         (6)        11
     Other income                                                     15          3         27          6
     Other expense                                                    (2)        (1)        (4)        (3)
                                                                 ----------------------------------------
                                                                      12          2         22          1
- ---------------------------------------------------------------------------------------------------------
FIXED CHARGES
     Interest on long-term debt                                      126        128        256        225
     Interest on long-term debt - related parties                     14          -         29          -
     Other interest                                                    7         11         12         18
     Capitalized interest                                             (1)        (3)        (3)        (5)
     Preferred dividends of subsidiaries                               1          1          2          1
     Preferred securities distributions                                -         18          -         36
                                                                 ----------------------------------------
                                                                     147        155        296        275
- ---------------------------------------------------------------------------------------------------------
INCOME BEFORE INCOME TAXES AND MINORITY INTERESTS                     13         23         19        138
INCOME TAX EXPENSE (BENEFIT)                                          (7)        34        (10)        73
MINORITY INTERESTS                                                     1          1         12          2
                                                                 ----------------------------------------
INCOME (LOSS) FROM CONTINUING OPERATIONS                              19        (12)        17         63
LOSS FROM DISCONTINUED OPERATIONS, NET OF $- AND $1
    TAX BENEFIT IN 2004 AND $3 AND $21 TAX EXPENSE IN 2003             -        (53)        (2)       (22)
                                                                 ----------------------------------------
INCOME (LOSS) BEFORE CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING        19        (65)        15         41
CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING, NET OF $13
    TAX BENEFIT IN 2003:
         DERIVATIVES (NOTE 6)                                          -          -          -        (23)
         ASSET RETIREMENT OBLIGATIONS, SFAS NO. 143 (NOTE 10)          -          -          -         (1)
                                                                 ----------------------------------------
                                                                       -          -          -        (24)
                                                                 ----------------------------------------
NET INCOME (LOSS)                                                     19        (65)        15         17
PREFERRED DIVIDENDS                                                    3          -          6          -
                                                                 ----------------------------------------
NET INCOME (LOSS) AVAILABLE TO COMMON STOCK                      $    16   $    (65)   $     9   $     17
                                                                 ========================================
</TABLE>

THE ACCOMPANYING CONDENSED NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS.

                                     CMS-42
<PAGE>

<TABLE>
<CAPTION>
                                                                THREE MONTHS ENDED    SIX MONTHS ENDED
                                                                     RESTATED             RESTATED
JUNE 30                                                          2004       2003      2004      2003
- ------------------------------------------------------------------------------------------------------
                                                                 In Millions, Except Per Share Amounts
<S>                                                             <C>       <C>        <C>      <C>
CMS ENERGY
             NET INCOME (LOSS)
              Net Income (Loss) Available to Common Stock       $    16   $    (65)  $    9   $     17
                                                                ======================================
             BASIC EARNINGS (LOSS) PER AVERAGE COMMON SHARE
              Income (Loss) from Continuing Operations          $  0.10   $  (0.08)  $ 0.07   $   0.43
              Loss from Discontinued Operations                       -      (0.37)   (0.01)     (0.15)
              Loss from Changes in Accounting                         -          -        -      (0.16)
                                                                --------------------------------------
              Net Income (Loss) Attributable to Common Stock    $  0.10   $  (0.45)  $ 0.06   $   0.12
                                                                ======================================
             DILUTED EARNINGS (LOSS) PER AVERAGE COMMON SHARE
              Income (Loss) from Continuing Operations          $  0.10   $  (0.08)  $ 0.07   $   0.43
              Loss from Discontinued Operations                       -      (0.37)   (0.01)     (0.14)
              Loss from Changes in Accounting                         -             -     -      (0.15)
                                                                --------------------------------------
              Net Income (Loss) Attributable to Common Stock    $  0.10   $  (0.45)  $ 0.06   $   0.14
                                                                ======================================
             DIVIDENDS DECLARED PER COMMON SHARE                $     -   $      -   $    -   $      -
- ------------------------------------------------------------------------------------------------------
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS.

                                     CMS-43
<PAGE>

                             CMS ENERGY CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                               SIX MONTHS ENDED
                                                                                   RESTATED
JUNE 30                                                                      2004        2003
- -----------------------------------------------------------------------------------------------
                                                                                 In Millions
<S>                                                                         <C>       <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income                                                                $    15   $        17
    Adjustments to reconcile net income to net cash
      provided by operating activities
        Depreciation, depletion and amortization (includes nuclear
          decommissioning of $3 and $3, respectively)                           252           218
        Loss on disposal of discontinued operations                               1            49
        Asset impairments (Note 2)                                              125             9
        Capital lease and debt discount amortization                             14            12
        Accretion expense                                                        12            16
        Bad debt expense                                                          5             8
        Undistributed earnings from related parties                             (44)          (69)
        Loss (gain) on the sale of assets                                        (3)            8
        Cumulative effect of accounting changes                                   -            24
        Changes in other assets and liabilities:
           Increase in accounts receivable and accrued revenues                (112)          (69)
           Decrease (increase) in inventories                                    81            (2)
           Increase (decrease) in accounts payable and accrued expenses          66          (298)
           Deferred income taxes and investment tax credit                       44           169
           Decrease in other assets                                              16            91
           Increase (decrease) in other liabilities                               9           (36)
                                                                            ---------------------
          Net cash provided by operating activities                         $   481   $       147
- -------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
  Capital expenditures (excludes assets placed under capital lease)         $  (237)  $      (261)
  Cost to retire property                                                       (37)          (35)
  Restricted cash                                                               (12)         (167)
  Investment in Electric Restructuring Implementation Plan                       (3)           (4)
  Investments in nuclear decommissioning trust funds                             (3)           (3)
  Proceeds from nuclear decommissioning trust funds                              23            18
  Maturity of MCV restricted investment securities held-to-maturity             300             -
  Purchase of MCV restricted investment securities held-to-maturity            (300)            -
  Proceeds from sale of assets                                                   66           726
  Other investing                                                               (11)           18
                                                                            ---------------------
          Net cash provided by (used in) investing activities               $  (214)  $       292
- -------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from notes, bonds, and other long-term debt                      $     9   $     1,449
  Retirement of bonds and other long-term debt                                 (274)         (830)
  Payment of preferred stock dividends                                           (6)            -
  Decrease in notes payable                                                       -          (487)
  Payment of capital lease obligations                                           (5)           (7)
                                                                            ---------------------
          Net cash provided by (used in) financing activities               $  (276)  $       125
- -------------------------------------------------------------------------------------------------
EFFECT OF EXCHANGE RATES ON CASH                                                 (1)            2
- -------------------------------------------------------------------------------------------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                        $   (10)  $       566
CASH AND CASH EQUIVALENTS FROM EFFECT OF REVISED FASB INTERPRETATION NO. 46     174             -
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                  532           351
                                                                            ---------------------
CASH AND CASH EQUIVALENTS, END OF PERIOD                                    $   696   $       917
=================================================================================================
</TABLE>

                                     CMS-44

<PAGE>

<TABLE>
<CAPTION>
                                                                              SIX MONTHS ENDED
                                                                                  RESTATED
JUNE 30                                                                       2004      2003
- ----------------------------------------------------------------------------------------------
                                                                                In Millions
<S>                                                                          <C>      <C>
OTHER CASH FLOW ACTIVITIES AND NON-CASH INVESTING AND FINANCING ACTIVITIES
CASH TRANSACTIONS
  Interest paid (net of amounts capitalized)                                 $  246   $    233
  Income taxes paid (net of refunds)                                              -        (33)
  OPEB cash contribution                                                         33         40
NON-CASH TRANSACTIONS
  Other assets placed under capital leases                                   $    1   $     10
==============================================================================================
</TABLE>

THE ACCOMPANYING CONDENSED NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS.

                                     CMS-45

<PAGE>

                             CMS ENERGY CORPORATION
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
ASSETS
                                                                                                JUNE 30
                                                                     JUNE 30                     2003
                                                                      2004      DECEMBER 31    RESTATED
                                                                   (UNAUDITED)     2003       (UNAUDITED)
- ---------------------------------------------------------------------------------------------------------
                                                                                 In Millions
<S>                                                                <C>          <C>           <C>
PLANT AND PROPERTY (AT COST)
  Electric utility                                                  $   7,776   $     7,600   $     7,465
  Gas utility                                                           2,898         2,875         2,805
  Enterprises                                                           3,392           895           706
  Other                                                                    28            32            37
                                                                    -------------------------------------
                                                                       14,094        11,402        11,013
  Less accumulated depreciation, depletion and amortization             5,958         4,846         4,777
                                                                    -------------------------------------
                                                                        8,136         6,556         6,236
  Construction work-in-progress                                           392           388           438
                                                                    -------------------------------------
                                                                        8,528         6,944         6,674
- ---------------------------------------------------------------------------------------------------------
INVESTMENTS
  Enterprises                                                             754           724           740
  Midland Cogeneration Venture Limited Partnership                          -           419           422
  First Midland Limited Partnership                                         -           224           263
  Other                                                                    24            23             2
                                                                    -------------------------------------
                                                                          778         1,390         1,427
- ---------------------------------------------------------------------------------------------------------
CURRENT ASSETS
  Cash and cash equivalents at cost, which approximates market            696           532           917
  Restricted cash                                                         213           201           205
  Accounts receivable, notes receivable and accrued revenue, less
    allowances of $28, $29 and $17, respectively                          531           367           473
  Accounts receivable - Energy Resource Management,
    less allowances of $10, $11 and $9, respectively                       36            36           145
  Accounts receivable and notes receivable - related parties               60            73           182
  Inventories at average cost:
    Gas in underground storage                                            665           741           460
    Materials and supplies                                                107           110           102
    Generating plant fuel stock                                            60            41            42
  Assets held for sale                                                     14            24            79
  Price risk management assets                                             99           102           101
  Regulatory assets                                                        19            19            19
  Derivative instruments                                                  114             2             2
  Prepayments and other                                                   238           246           308
                                                                    -------------------------------------
                                                                        2,852         2,494         3,035
- ---------------------------------------------------------------------------------------------------------
NON-CURRENT ASSETS
  Regulatory Assets
    Securitized costs                                                     627           648           669
    Postretirement benefits                                               151           162           174
    Abandoned Midland Project                                              10            10            11
    Other                                                                 318           266           255
  Assets held for sale                                                      -             2           213
  Price risk management assets                                            192           177           213
  Nuclear decommissioning trust funds                                     559           575           553
  Prepaid pension costs                                                   378           388             -
  Goodwill                                                                 23            25            36
  Notes receivable - related parties                                      231           242           147
  Notes receivable                                                        125           125           126
  Other                                                                   535           390           406
                                                                    -------------------------------------
                                                                        3,149         3,010         2,803
                                                                    -------------------------------------
TOTAL ASSETS                                                        $  15,307   $    13,838   $    13,939
=========================================================================================================
</TABLE>

                                     CMS-46

<PAGE>

STOCKHOLDERS' INVESTMENT AND LIABILITIES

<TABLE>
<CAPTION>
                                                                                                      JUNE 30
                                                                         JUNE 30                       2003
                                                                          2004       DECEMBER 31     RESTATED
                                                                       (UNAUDITED)      2003        (UNAUDITED)
- ---------------------------------------------------------------------------------------------------------------
                                                                                     In Millions
<S>                                                                    <C>           <C>            <C>
CAPITALIZATION
  Common stockholders' equity
    Common stock, authorized 350.0 shares; outstanding 161.3 shares,
      161.1 shares and 144.1 shares, respectively                       $       2    $         2    $         1
    Other paid-in-capital                                                   3,848          3,846          3,608
    Accumulated other comprehensive loss                                     (313)          (419)          (690)
    Retained deficit                                                       (1,835)        (1,844)        (1,783)
                                                                        ---------------------------------------
                                                                            1,702          1,585          1,136
  Preferred stock of subsidiary                                                44             44             44
  Preferred stock                                                             261            261              -
  Company-obligated convertible Trust Preferred Securities
    of subsidiaries                                                             -              -            393
  Company-obligated mandatorily redeemable Trust Preferred Securities
    of Consumers' subsidiaries                                                  -              -            490

  Long-term debt                                                            5,816          6,020          6,062
  Long-term debt - related parties                                            684            684              -
  Non-current portion of capital and finance lease obligations                338             58            119
                                                                        ---------------------------------------
                                                                            8,845          8,652          8,244
- ---------------------------------------------------------------------------------------------------------------
MINORITY INTERESTS                                                            740             73             43
- ---------------------------------------------------------------------------------------------------------------
CURRENT LIABILITIES
  Current portion of long-term debt, capital and finance leases               903            519            544
  Accounts payable                                                            358            296            334
  Accounts payable - Energy Resource Management                                21             21             52
  Accounts payable - related parties                                            2             40             47
  Accrued interest                                                            170            130            126
  Accrued taxes                                                               239            285            180
  Liabilities held for sale                                                     2              2             66
  Price risk management liabilities                                            93             89             93
  Current portion of purchase power contracts                                  13             27             26
  Current portion of gas supply contract obligations                           30             29             28
  Deferred income taxes                                                        29             27             32
  Other                                                                       301            185            185
                                                                        ---------------------------------------
                                                                            2,161          1,650          1,713
- ---------------------------------------------------------------------------------------------------------------
NON-CURRENT LIABILITIES
  Regulatory Liabilities
    Cost of removal                                                         1,016            983            950
    Income taxes, net                                                         321            312            313
    Other                                                                     165            172            155
  Postretirement benefits                                                     252            265            791
  Deferred income taxes                                                       651            615            487
  Deferred investment tax credit                                               82             85             87
  Asset retirement obligation                                                 407            359            364
  Liabilities held for sale                                                     -              -             45
  Price risk management liabilities                                           188            175            206
  Gas supply contract obligations                                             190            208            221
  Power purchase agreement - MCV Partnership                                    -              -             14
  Other                                                                       289            289            306
                                                                        ---------------------------------------
                                                                            3,561          3,463          3,939
- ---------------------------------------------------------------------------------------------------------------
COMMITMENTS AND CONTINGENCIES (Notes 1, 3 and 4)

TOTAL STOCKHOLDERS' INVESTMENT AND LIABILITIES                          $  15,307    $    13,838    $    13,939
===============================================================================================================
</TABLE>

THE ACCOMPANYING CONDENSED NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS.

                                     CMS-47

<PAGE>

                             CMS ENERGY CORPORATION
             CONSOLIDATED STATEMENTS OF COMMON STOCKHOLDERS' EQUITY
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                 THREE MONTHS ENDED     SIX MONTHS ENDED
                                                                                      RESTATED               RESTATED
JUNE 30                                                                           2004       2003       2004       2003
- ---------------------------------------------------------------------------------------------------------------------------
                                                                                                                In Millions
<S>                                                                              <C>       <C>        <C>       <C>
COMMON STOCK
  At beginning and end of period                                                 $     2   $      1   $     2   $         1
- ---------------------------------------------------------------------------------------------------------------------------
OTHER PAID-IN CAPITAL
  At beginning of period                                                           3,846      3,605     3,846         3,605
  Common stock reacquired                                                             (1)        (1)       (1)           (1)
  Common stock issued                                                                  3          4         3             4
                                                                                 ------------------------------------------
      At end of period                                                             3,848      3,608     3,848         3,608
- ---------------------------------------------------------------------------------------------------------------------------
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
  Minimum Pension Liability
    At beginning of period                                                             -       (241)        -          (241)
    Minimum pension liability adjustments (a)                                          -        (20)        -           (20)
                                                                                 ------------------------------------------
        At end of period                                                               -       (261)        -          (261)
                                                                                 ------------------------------------------
  Investments
    At beginning of period                                                             9          2         8             2
    Unrealized gain (loss) on investments (a)                                         (1)         3         -             3
                                                                                 ------------------------------------------
        At end of period                                                               8          5         8             5
                                                                                 ------------------------------------------
  Derivative Instruments
    At beginning of period                                                           (13)       (29)       (8)          (31)
    Unrealized gain (loss) on derivative instruments (a)                              22        (14)       19            (7)
    Reclassification adjustments included in consolidated net income (loss) (a)       (3)        21        (5)           16
                                                                                 ------------------------------------------
        At end of period                                                               6        (22)        6           (22)
                                                                                 ------------------------------------------
  Foreign Currency Translation
    At beginning of period                                                          (313)      (445)     (419)         (458)
    Change in foreign currency translation (a)                                       (14)        33        92            46
                                                                                 ------------------------------------------
        At end of period                                                            (327)      (412)     (327)         (412)
                                                                                 ------------------------------------------
    At end of period                                                                (313)      (690)     (313)         (690)
- ---------------------------------------------------------------------------------------------------------------------------
RETAINED DEFICIT
  At beginning of period                                                          (1,851)    (1,718)   (1,844)       (1,800)
  Net income (loss) (a)                                                               19        (65)       15            17
  Preferred stock dividends declared                                                  (3)         -        (6)            -
  Common stock dividends declared                                                      -          -         -             -
                                                                                 ------------------------------------------
        At end of period                                                          (1,835)    (1,783)   (1,835)       (1,783)
                                                                                 ------------------------------------------
TOTAL COMMON STOCKHOLDERS' EQUITY                                                $ 1,702   $  1,136   $ 1,702   $     1,136
===========================================================================================================================
(A)  DISCLOSURE OF OTHER COMPREHENSIVE INCOME (LOSS):
         Minimum Pension Liability
           Minimum pension liability adjustments, net of tax benefit of
            $-, $(10), $- and $(10), respectively                                $     -   $    (20)  $     -   $       (20)
         Investments
           Unrealized gain (loss) on investments, net of tax of $-, $1,
             $- and $1, respectively                                                  (1)         3         -             3
         Derivative Instruments
           Unrealized loss on derivative instruments, net of tax (tax benefit)
             of $2, $(3), $7 and $2, respectively                                     22        (14)       19            (7)
           Reclassification adjustments included in net income (loss),
             net of tax (tax benefit) of $(2), $14, $(3) and $11, respectively        (3)        21        (5)           16
       Foreign currency translation, net                                             (14)        33        92            46
       Net income (loss)                                                              19        (65)       15            17
                                                                                 ------------------------------------------
       Total Other Comprehensive Income (Loss)                                   $    23   $    (42)  $   121   $        55
                                                                                 ==========================================
</TABLE>

THE ACCOMPANYING CONDENSED NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS.

                                     CMS-48

<PAGE>

                                                          CMS Energy Corporation

                             CMS ENERGY CORPORATION
              CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

These interim Consolidated Financial Statements have been prepared by CMS Energy
in accordance with accounting principles generally accepted in the United States
for interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X. As such, certain information and footnote
disclosures normally included in financial statements prepared in accordance
with accounting principles generally accepted in the United States 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 of a
normal recurring nature 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/A for the year ended December 31, 2003. 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.

RESTATEMENT OF 2003 FINANCIAL STATEMENTS

Our financial statements as of and for the three and six months ended June 30,
2003, as presented in this Form 10-Q, have been restated for the following
matters that were disclosed previously in Note 19, Quarterly Financial and
Common Stock Information (Unaudited), in our 2003 Form 10-K/A:

      -     International Energy Distribution, which includes SENECA and CPEE,
            is no longer considered "discontinued operations," due to a change
            in our expectations as to the timing of the sales,

      -     certain derivative accounting corrections at our equity affiliates,
            and

      -     the net loss recorded in the second quarter of 2003 relating to the
            sale of Panhandle, reflected as Discontinued Operations, was
            understated by approximately $14 million, net of tax.

1:  CORPORATE STRUCTURE AND ACCOUNTING POLICIES

CORPORATE STRUCTURE: CMS Energy is an integrated energy company with a business
strategy focused primarily in Michigan. We are the parent holding company of
Consumers and Enterprises. Consumers is a combination electric and gas utility
company serving Michigan's Lower Peninsula. Enterprises, through various
subsidiaries and equity investments, is engaged in domestic and international
diversified energy businesses including: independent power production and
natural gas transmission, storage and processing. We manage our businesses by
the nature of services each provides and operate principally in three business
segments: electric utility, gas utility, and enterprises.

PRINCIPLES OF CONSOLIDATION: The consolidated financial statements include the
accounts of CMS Energy, Consumers, Enterprises, and all other entities in which
we have a controlling financial interest or are the primary beneficiary, in
accordance with Revised FASB Interpretation No. 46. The primary beneficiary of a
variable interest entity is the party that absorbs or receives a majority of the
entity's expected losses or expected residual returns or both as a result of
holding variable interests, which are ownership, contractual, or other economic
interests. In 2004, we consolidated the MCV

                                     CMS-49
<PAGE>

                                                          CMS Energy Corporation

Partnership and the FMLP in accordance with Revised FASB Interpretation No. 46.
For additional details, see Note 11, Implementation of New Accounting Standards.
We use the equity method of accounting for investments in companies and
partnerships that are not consolidated, where we have significant influence over
operations and financial policies, but are not the primary beneficiary.
Intercompany transactions and balances have been eliminated.

USE OF ESTIMATES: We prepare our financial statements in conformity with
accounting principles generally accepted in the United States. We are required
to make estimates using assumptions that may affect the reported amounts and
disclosures. Actual results could differ from those estimates.

We are required to record estimated liabilities in the financial statements when
it is probable that a loss will be incurred in the future as a result of a
current event, and when an amount can be reasonably estimated. We have used this
accounting principle to record estimated liabilities as discussed in Note 3,
Uncertainties.

REVENUE RECOGNITION POLICY: We recognize revenues from deliveries of electricity
and natural gas, and the transportation, processing, and storage of natural gas
when services are provided. Sales taxes are recorded as liabilities and are not
included in revenues. Revenues on sales of marketed electricity, natural gas,
and other energy products are recognized at delivery. Mark-to-market changes in
the fair values of energy trading contracts that qualify as derivatives are
recognized as revenues in the periods in which the changes occur.

CAPITALIZED INTEREST: We are required to capitalize interest on certain
qualifying assets that are undergoing activities to prepare them for their
intended use. Capitalization of interest for the period is limited to the actual
interest cost that is incurred, and our non-regulated businesses are prohibited
from imputing interest costs on any equity funds. Our regulated businesses are
permitted to capitalize an allowance for funds used during construction on
regulated construction projects and to include such amounts in plant in service.

CASH EQUIVALENTS AND RESTRICTED CASH: All highly liquid investments with an
original maturity of three months or less are considered cash equivalents. At
June 30, 2004, our restricted cash on hand was $213 million. Restricted cash
primarily includes cash collateral for letters of credit to satisfy certain debt
agreements and cash dedicated for repayment of Securitization bonds. It is
classified as a current asset as the related letters of credit mature within one
year and the payments on the related Securitization bonds occur within one year.

EARNINGS PER SHARE: Basic and diluted earnings per share are based on the
weighted average number of shares of common stock and dilutive potential common
stock outstanding during the period. Potential common stock, for purposes of
determining diluted earnings per share, includes the effects of dilutive stock
options, warrants and convertible securities. The effect on number of shares of
such potential common stock is computed using the treasury stock method or the
if-converted method, as applicable. For earnings per share computation, see Note
5, Earnings Per Share and Dividends.

FINANCIAL INSTRUMENTS: We account for investments in debt and equity securities
using SFAS No. 115. Debt and equity securities can be classified into one of
three categories: held-to-maturity, trading, or available-for-sale. Our debt
securities are classified as held-to-maturity securities and are reported at
cost. Our investments in equity securities are classified as available-for-sale
securities. They are reported at fair value, with any unrealized gains or losses
resulting from changes in fair value reported in equity as part of accumulated
other comprehensive income and are excluded from earnings unless such changes in
fair value are determined to be other than temporary. Unrealized gains or losses
resulting

                                     CMS-50
<PAGE>

                                                          CMS Energy Corporation

from changes in the fair value of our nuclear decommissioning investments are
reflected in Regulatory Liabilities. The fair value of our equity securities is
determined from quoted market prices. For additional details regarding financial
instruments, see Note 6, Financial and Derivative Instruments.

FOREIGN CURRENCY TRANSLATION: Our subsidiaries and affiliates whose functional
currency is not the U.S. dollar translate their assets and liabilities into U.S.
dollars at the exchange rates in effect at the end of the fiscal period. We
translate revenue and expense accounts of such subsidiaries and affiliates into
U.S. dollars at the average exchange rates that prevailed during the period. The
gains or losses that result from this process, and gains and losses on
intercompany foreign currency transactions that are long-term in nature that we
do not intend to settle in the foreseeable future, are shown in the
stockholders' equity section in the Consolidated Balance Sheets. For
subsidiaries operating in highly inflationary economies, the U.S. dollar is
considered to be the functional currency, and transaction gains and losses are
included in determining net income. Gains and losses that arise from exchange
rate fluctuations on transactions denominated in a currency other than the
functional currency, except those that are hedged, are included in determining
net income.

IMPAIRMENT OF INVESTMENTS AND LONG-LIVED ASSETS: We evaluate potential
impairments of our investments in long-lived assets other than goodwill based on
various analyses, including the projection of undiscounted cash flows, whenever
events or changes in circumstances indicate that the carrying amount of the
assets may not be recoverable. If the carrying amount of the asset exceeds its
estimated undiscounted future cash flows, an impairment loss is recognized and
the asset is written down to its estimated fair value.

NUCLEAR FUEL COST: We amortize nuclear fuel cost to fuel expense based on the
quantity of heat produced for electric generation. For nuclear fuel used after
April 6, 1983, we charge disposal costs to nuclear fuel expense, recover these
costs through electric rates, and remit them to the DOE quarterly. We elected to
defer payment for disposal of spent nuclear fuel burned before April 7, 1983. As
of June 30, 2004, we have recorded a liability to the DOE for $140 million,
including interest, which is payable upon the first delivery of spent nuclear
fuel to the DOE. The amount of this liability, excluding a portion of interest,
was recovered through electric rates. For additional details on disposal of
spent nuclear fuel, see Note 3, Uncertainties, "Other Consumers' Electric
Utility Uncertainties - Nuclear Matters."

OTHER INCOME AND OTHER EXPENSE: The following tables show the components of
Other income and Other expense:

<TABLE>
<CAPTION>
                                                                              In Millions
- -----------------------------------------------------------------------------------------
                                                   Three Months Ended    Six Months Ended
                                                   --------------------------------------
June 30                                            2004          2003    2004        2003
- -----------------------------------------------------------------------------------------
<S>                                                <C>           <C>     <C>         <C>
Other income
        Interest and dividends - related parties   $  1          $  1    $  2        $  2
        PA141 Return on capital expenditures          9             -      18           -
        Electric restructuring return                 1             2       3           3
        Investment sale gain                          1             -       1           -
        All other                                     3             -       3           1
- -----------------------------------------------------------------------------------------
Total other income                                 $ 15          $  3    $ 27        $  6
=========================================================================================
</TABLE>

                                     CMS-51

<PAGE>

                                                          CMS Energy Corporation

<TABLE>
<CAPTION>
                                                                              In Millions
- -----------------------------------------------------------------------------------------
                                                   Three Months Ended    Six Months Ended
                                                   --------------------------------------
June 30                                            2004          2003    2004        2003
- -----------------------------------------------------------------------------------------
<S>                                                <C>           <C>     <C>         <C>
Other expense
         Loss on SERP investment                   $ (1)         $  -    $ (1)       $ (1)
         Civic and political expenditures             -             -      (1)         (1)
         All other                                   (1)           (1)     (2)         (1)
- -----------------------------------------------------------------------------------------
Total other expense                                $ (2)         $ (1)   $ (4)       $ (3)
=========================================================================================
</TABLE>

PROPERTY, PLANT, AND EQUIPMENT: We record property, plant, and equipment at
original cost when placed into service. When regulated assets are retired, or
otherwise disposed of in the ordinary course of business, the original cost is
charged to accumulated depreciation and cost of removal, less salvage is
recorded as a regulatory liability. For additional details, see Note 10, Asset
Retirement Obligations. An allowance for funds used during construction is
capitalized on regulated construction projects. With respect to the retirement
or disposal of non-regulated assets, the resulting gains or losses are
recognized in income.

RECLASSIFICATIONS: Certain prior year amounts have been reclassified for
comparative purposes. These reclassifications did not affect consolidated net
income for the years presented.

UTILITY REGULATION: We account for the effects of regulation based on the
regulated utility accounting standard SFAS No. 71. As a result, the actions of
regulators affect when we recognize revenues, expenses, assets, and liabilities.

SFAS No. 144 imposes strict criteria for retention of regulatory-created assets
by requiring that such assets be probable of future recovery at each balance
sheet date. Management believes these assets are probable of future recovery.

2: DISCONTINUED OPERATIONS, OTHER ASSET SALES, IMPAIRMENTS, AND RESTRUCTURING

Our continued focus on financial improvement has led to discontinuing
operations, completing many asset sales, impairing some assets, and incurring
costs to restructure our business. Gross cash proceeds received from the sale of
assets totaled $66 million for the six months ended June 30, 2004 and $726
million for the six months ended June 30, 2003.

                                     CMS-52

<PAGE>

                                                          CMS Energy Corporation

DISCONTINUED OPERATIONS

We have discontinued the following operations:

<TABLE>
<CAPTION>
                                                              In Millions
- -----------------------------------------------------------------------------
                                    Pretax     After-tax
 Business/Project   Discontinued   Gain(Loss)  Gain(Loss)        Status
- -----------------------------------------------------------------------------
<S>                 <C>            <C>         <C>         <C>
CMS Viron           June 2002      $     (14)  $      (9)      Sold June 2003
Panhandle           December 2002        (39)        (44)      Sold June 2003
CMS Field Services  December 2002         (5)         (1)      Sold July 2003
Marysville          June 2003              2           1   Sold November 2003
Parmelia (a)        December 2003         --          --        Held for sale
- -----------------------------------------------------------------------------
</TABLE>

(a) We expect the sale of Parmelia to occur in 2004. In December 2003, we
reduced the carrying amount of our Parmelia business by $26 million to reflect
fair value. This after-tax loss was reported in discontinued operations in
December 2003.

At June 30, 2004, "Assets held for sale" includes Parmelia. At December 31,
2003, "Assets held for sale" includes Parmelia, Bluewater Pipeline, and our
investment in the American Gas Index Fund. At June 30, 2003, "Assets held for
sale" includes CMS Field Services, Marysville, and Parmelia. The major classes
of assets and liabilities held for sale on our Consolidated Balance Sheet are as
follows:

<TABLE>
<CAPTION>
                                                                                       In Millions
- ---------------------------------------------------------------------------------------------------
                                                                                        Restated
                                                  June 30, 2004   December 31, 2003   June 30, 2003
- ---------------------------------------------------------------------------------------------------
<S>                                               <C>             <C>                 <C>
Assets
      Cash                                        $           8   $               7   $           2
      Accounts receivable                                     3                   2              71
      Property, plant and equipment - net                     -                   2             197
      Other                                                   3                  15              22
- ---------------------------------------------------------------------------------------------------
      Total assets held for sale                  $          14   $              26   $         292
===================================================================================================
Liabilities
      Accounts payable                            $           1   $               2   $          61
      Minority interest                                       -                   -              44
      Other                                                   1                   -               6
- ---------------------------------------------------------------------------------------------------
      Total liabilities held for sale             $           2   $               2   $         111
===================================================================================================
</TABLE>

                                     CMS-53

<PAGE>

                                                          CMS Energy Corporation

The following amounts are reflected in the Consolidated Statements of Income, in
the Loss From Discontinued Operations line:

<TABLE>
<CAPTION>
                                                                  In Millions
- -----------------------------------------------------------------------------
                                                                   Restated
Three months ended June 30                            2004           2003
- -----------------------------------------------------------------------------
<S>                                                   <C>          <C>
Revenues                                              $        5   $      250
=============================================================================
Discontinued operations:
 Pretax income from discontinued operations           $        -   $        6
 Income tax expense                                            -            4
                                                      -----------------------
 Income from discontinued operations                           -            2

 Pretax loss on disposal of discontinued operations            -          (56)
 Income tax benefit                                            -           (1)
                                                      -----------------------
 Loss on disposal of discontinued operations                   -          (55)
- -----------------------------------------------------------------------------
Loss from discontinued operations                     $        -   $      (53)
=============================================================================
</TABLE>

<TABLE>
<CAPTION>
                                                                  In Millions
- -----------------------------------------------------------------------------
                                                                     Restated
Six months ended June 30                              2004             2003
- -----------------------------------------------------------------------------
<S>                                                   <C>           <C>
Revenues                                              $      10     $     496
=============================================================================
Discontinued operations:
 Pretax income (loss) from discontinued operations    $      (1)    $      46
 Income tax expense                                           -            19
                                                      -----------------------
 Income (loss) from discontinued operations                  (1)           27

 Pretax loss on disposal of discontinued operations          (2)          (47)
 Income tax expense (benefit)                                (1)            2
                                                      -----------------------
 Loss on disposal of discontinued operations                 (1)          (49)
- -----------------------------------------------------------------------------
Loss from discontinued operations                     $      (2)    $     (22)
=============================================================================
</TABLE>

The loss from discontinued operations includes a reduction in asset values, a
provision for anticipated closing costs, and a portion of CMS Energy's interest
expense. Interest expense of less than $1 million for the six months ended June
30, 2004 and $21 million for the six months ended June 30, 2003 has been
allocated based on a ratio of the expected proceeds for the asset to be sold
divided by CMS Energy's total capitalization of each discontinued operation
times CMS Energy's interest expense.

OTHER ASSET SALES

Our other asset sales include the following non-strategic and under-performing
assets. The impacts of these sales are included in "Gain (loss) on asset sales,
net" in the Consolidated Statements of Income (Loss).

For the six months ended June 30, 2004, we sold the following assets that did
not meet the definition of, and therefore were not reported as, discontinued
operations:

                                     CMS-54

<PAGE>

                                                          CMS Energy Corporation

<TABLE>
<CAPTION>
                                                   In Millions
- --------------------------------------------------------------
                                         Pretax      After-tax
Date sold         Business/Project        Gain          Gain
- --------------------------------------------------------------
<S>         <C>                          <C>      <C>
February    Bluewater Pipeline (a)         $      1   $      1
April       Loy Yang (b)                          -          -
May         American Gas Index fund (c)           1          1
Various     Other                                 1          -
- --------------------------------------------------------------
            Total gain on asset sales      $      3   $      2
==============================================================
</TABLE>

(a)   Bluewater Pipeline is a 24.9 mile pipeline that extends from Marysville,
      Michigan to Armada, Michigan.

(b)   In April 2004, we and our partners sold the 2,000 MW Loy Yang power plant
      and adjacent coal mine in Victoria, Australia for about A$3.5 billion
      ($2.6 billion in U.S. dollars), including A$145 million for the project
      equity. Our share of the proceeds, net of transaction costs and closing
      adjustments, was $44 million. In anticipation of the sale, we recorded an
      impairment in the first quarter as discussed in "Asset Impairments" within
      this Note.

(c)   In May 2004, we sold our interest in the American Gas Index fund for $7
      million.

For the six months ended June 30, 2003, we sold the following assets that did
not meet the definition of, and therefore were not reported as, discontinued
operations:

<TABLE>
<CAPTION>
                                                   In Millions
- --------------------------------------------------------------
                                        Pretax      After-tax
Date sold        Business/Project      Gain(Loss)  Gain(Loss)
- --------------------------------------------------------------
<S>         <C>                        <C>         <C>
January     CMS MST Wholesale Gas      $       (6)  $       (4)
March       CMS MST Wholesale Power             2            1
June        Guardian Pipeline                  (4)          (3)
- --------------------------------------------------------------
            Total loss on asset sales  $       (8)  $       (6)
==============================================================
</TABLE>

SUBSEQUENT EVENT: In July 2004, we entered into a definitive agreement to sell
our interests in Parmelia and Goldfields to APT for approximately $208 million
Australian (approximately $145 million in U.S. dollars). The sale is subject to
customary closing conditions.  We expect the sale to close in the third quarter
of 2004.

ASSET IMPAIRMENTS

We record an asset impairment when we determine that the expected future cash
flows from an asset would be insufficient to provide for recovery of the asset's
carrying value. An asset held-in-use is evaluated for impairment by calculating
the undiscounted future cash flows expected to result from the use of the asset
and its eventual disposition. If the undiscounted future cash flows are less
than the carrying amount, we recognize an impairment loss. The impairment loss
recognized is the amount by which the carrying amount exceeds the fair value. We
estimate the fair market value of the asset utilizing the best information
available. This information includes quoted market prices, market prices of
similar assets, and discounted future cash flow analyses. The assets written
down include both domestic and foreign electric power plants, gas processing
facilities, and certain equity method and other investments. In addition, we
have written off the carrying value of projects under development that will no
longer be pursued.

                                     CMS-55

<PAGE>

                                                          CMS Energy Corporation

The table below summarizes our asset impairments:

<TABLE>
<CAPTION>
                                                                                    In Millions
- -------------------------------------------------------------------------------------------------
Six months ended June 30              Pretax 2004   After-tax 2004   Pretax 2003   After-tax 2003
- -------------------------------------------------------------------------------------------------
<S>                                   <C>           <C>              <C>           <C>
Asset impairments:
  Enterprises (a)                     $         -   $            -   $         7   $            4
  International Energy Distribution             -                -             2                1
  Loy Yang (b)                                125               81             -                -
- -------------------------------------------------------------------------------------------------
Total asset impairments               $       125   $           81   $         9   $            5
=================================================================================================
</TABLE>

(a)   Primarily represents an impairment recorded to reflect the fair value of
      two generators.

(b)   In the first quarter of 2004, an impairment charge was recorded to
      recognize the reduction in fair value as a result of the sale of Loy Yang,
      completed in April 2004, which included a cumulative net foreign currency
      translation loss of approximately $110 million.

RESTRUCTURING AND OTHER COSTS

In June 2002, we announced a series of initiatives to reduce our annual
operating costs by an estimated $50 million. As such, we:

      -     relocated CMS Energy's corporate headquarters from Dearborn,
            Michigan to a new combined CMS Energy and Consumers headquarters in
            Jackson, Michigan in July 2003,

      -     implemented changes to our 401(k) savings program,

      -     implemented changes to our health care plan, and

      -     completed the termination of numerous employees, including five
            officers.

The following tables shows the amount charged to expense for restructuring
costs, the payments made, and the unpaid balance of accrued costs for the six
months ended June 30, 2004 and June 30, 2003.

<TABLE>
<CAPTION>
                                                                                  In Millions
- ------------------------------------------------------------------------------------------------
                                                     Involuntary        Lease
                                                     Termination     Termination      Total
- ------------------------------------------------------------------------------------------------
<S>                                                 <C>              <C>           <C>
Beginning accrual balance, January 1, 2004          $            3   $         6   $           9
Expense                                                          -             -               -
Payments                                                        (1)           (2)             (3)
- ------------------------------------------------------------------------------------------------
Ending accrual balance at June 30, 2004             $            2   $         4   $           6
=================================================================================================
</TABLE>



                                     CMS-56

<PAGE>

                                                          CMS Energy Corporation

<TABLE>
<CAPTION>
                                                                        In Millions
- -----------------------------------------------------------------------------------
                                             Involuntary      Lease
                                             Termination   Termination     Total
- -----------------------------------------------------------------------------------
<S>                                          <C>           <C>          <C>
Beginning accrual balance, January 1, 2003   $        12   $         8  $        20
Expense                                                3             -            3
Payments                                              (8)            -           (8)
- -----------------------------------------------------------------------------------
Ending accrual balance at June 30, 2003      $         7   $         8  $        15
===================================================================================
</TABLE>

3: UNCERTAINTIES

Several business trends or uncertainties may affect our financial results and
condition. These trends or uncertainties have, or we reasonably expect could
have, a material impact on net sales, revenues, or income from continuing
operations. Such trends and uncertainties are discussed in detail below.

SEC AND OTHER INVESTIGATIONS: As a result of round-trip trading transactions by
CMS MST, CMS Energy's Board of Directors established a Special Committee to
investigate matters surrounding the transactions and retained outside counsel to
assist in the investigation. The Special Committee completed its investigation
and reported its findings to the Board of Directors in October 2002. The Special
Committee concluded, based on an extensive investigation, that the round-trip
trades were undertaken to raise CMS MST's profile as an energy marketer with the
goal of enhancing its ability to promote its services to new customers. The
Special Committee found no effort to manipulate the price of CMS Energy Common
Stock or affect energy prices. The Special Committee also made recommendations
designed to prevent any recurrence of this practice. Previously, CMS Energy
terminated its speculative trading business and revised its risk management
policy. The Board of Directors adopted, and CMS Energy has implemented the
recommendations of the Special Committee.

CMS Energy is cooperating with an investigation by the DOJ concerning round-trip
trading. CMS Energy is unable to predict the outcome of this matter and what
effect, if any, this investigation will have on its business. In March 2004, the
SEC approved a cease-and-desist order settling an administrative action against
CMS Energy related to round-trip trading. The order did not assess a fine and
CMS Energy neither admitted to nor denied the order's findings. The settlement
resolved the SEC investigation involving CMS Energy and CMS MST.

SECURITIES CLASS ACTION LAWSUITS: Beginning on May 17, 2002, a number of
securities class action complaints were filed against CMS Energy, Consumers, and
certain officers and directors of CMS Energy and its affiliates. The complaints
were filed as purported class actions in the United States District Court for
the Eastern District of Michigan, by shareholders who allege that they purchased
CMS Energy's securities during a purported class period. The cases were
consolidated into a single lawsuit and an amended and consolidated class action
complaint was filed on May 1, 2003. The consolidated complaint contains a
purported class period beginning on May 1, 2000 and running through March 31,
2003. It generally seeks unspecified damages based on allegations that the
defendants violated United States securities laws and regulations by making
allegedly false and misleading statements about CMS Energy's business and
financial condition, particularly with respect to revenues and expenses recorded
in connection with round-trip trading by CMS MST. The judge issued an opinion
and order dated March 31, 2004 in connection with various pending motions,
including plaintiffs' motion to amend the complaint and the motions to dismiss
the complaint filed by CMS Energy, Consumers and other defendants. The judge
directed plaintiffs to file an amended complaint under seal and ordered an
expedited hearing on the motion to amend, which was held on May 12, 2004. At the
hearing, the judge ordered plaintiffs to file a Second Amended Consolidated
Class Action complaint deleting Counts III and

                                     CMS-57

<PAGE>

                                                          CMS Energy Corporation

IV relating to purchasers of CMS PEPS, which the judge ordered dismissed with
prejudice. Plaintiffs filed this complaint on May 26, 2004. CMS Energy,
Consumers, and the individual defendants filed new motions to dismiss on June
21, 2004. A hearing on those motions occurred on August 2, 2004 and the judge
has taken the matter under advisement. CMS Energy, Consumers and the individual
defendants will defend themselves vigorously but cannot predict the outcome of
this litigation.

DEMAND FOR ACTIONS AGAINST OFFICERS AND DIRECTORS: In May 2002, the Board of
Directors of CMS Energy received a demand, on behalf of a shareholder of CMS
Energy Common Stock, that it commence civil actions (i) to remedy alleged
breaches of fiduciary duties by certain CMS Energy officers and directors in
connection with round-trip trading by CMS MST, and (ii) to recover damages
sustained by CMS Energy as a result of alleged insider trades alleged to have
been made by certain current and former officers of CMS Energy and its
subsidiaries. In December 2002, two new directors were appointed to the Board.
The Board formed a special litigation committee in January 2003 to determine
whether it is in CMS Energy's best interest to bring the action demanded by the
shareholder. The disinterested members of the Board appointed the two new
directors to serve on the special litigation committee.

In December 2003, during the continuing review by the special litigation
committee, CMS Energy was served with a derivative complaint filed on behalf of
the shareholder in the Circuit Court of Jackson County, Michigan in furtherance
of his demands. The date for CMS Energy and other defendants to answer or
otherwise respond to the complaint has been extended to September 1, 2004,
subject to such further extensions as may be mutually agreed upon by the parties
and authorized by the Court. CMS Energy cannot predict the outcome of this
matter.

ERISA LAWSUITS: CMS Energy is a named defendant, along with Consumers, CMS MST,
and certain named and unnamed officers and directors, in two lawsuits brought as
purported class actions on behalf of participants and beneficiaries of the CMS
Employees' Savings and Incentive Plan (the Plan). The two cases, filed in July
2002 in United States District Court for the Eastern District of Michigan, were
consolidated by the trial judge and an amended consolidated complaint was filed.
Plaintiffs allege breaches of fiduciary duties under ERISA and seek restitution
on behalf of the Plan with respect to a decline in value of the shares of CMS
Energy Common Stock held in the Plan. Plaintiffs also seek other equitable
relief and legal fees. The judge issued an opinion and order dated March 31,
2004 in connection with the motions to dismiss filed by CMS Energy, Consumers
and the individuals. The judge dismissed certain of the amended counts in the
plaintiffs' complaint and denied CMS Energy's motion to dismiss the other claims
in the complaint. CMS Energy, Consumers and the individual defendants filed
answers to the amended complaint on May 14, 2004. A trial date has not been set,
but is expected to be no earlier than late in 2005. CMS Energy and Consumers
will defend themselves vigorously but cannot predict the outcome of this
litigation.

GAS INDEX PRICE REPORTING INVESTIGATION: CMS Energy has notified appropriate
regulatory and governmental agencies that some employees at CMS MST and CMS
Field Services appeared to have provided inaccurate information regarding
natural gas trades to various energy industry publications which compile and
report index prices. CMS Energy is cooperating with an ongoing investigation by
the DOJ regarding this matter. CMS Energy is unable to predict the outcome of
the DOJ investigation and what effect, if any, this investigation will have on
its business.

GAS INDEX PRICE REPORTING LITIGATION: In August 2003, Cornerstone Propane
Partners, L.P. (Cornerstone) filed a putative class action complaint in the
United States District Court for the Southern District of New York against CMS
Energy and dozens of other energy companies. The court ordered the Cornerstone
complaint to be consolidated with similar complaints filed by Dominick Viola and
Roberto Calle Gracey. The plaintiffs filed a consolidated complaint on January
20, 2004. The consolidated

                                     CMS-58

<PAGE>

                                                          CMS Energy Corporation

complaint alleges that false natural gas price reporting by the defendants
manipulated the prices of NYMEX natural gas futures and options. The complaint
contains two counts under the Commodity Exchange Act, one for manipulation and
one for aiding and abetting violations. CMS Energy is no longer a defendant,
however, CMS MST and CMS Field Services are named as defendants. (CMS Energy
sold CMS Field Services to Cantera Natural Gas, Inc. but is required to
indemnify Cantera Natural Gas, Inc. with respect to this action).

In a similar but unrelated matter, Texas-Ohio Energy, Inc. filed a putative
class action lawsuit in the United States District Court for the Eastern
District of California against a number of energy companies engaged in the sale
of natural gas in the United States. CMS Energy is named as a defendant. The
complaint alleges defendants entered into a price-fixing conspiracy by engaging
in activities to manipulate the price of natural gas in California. The
complaint contains counts alleging violations of the Sherman Act, Cartwright Act
(a California statute), and the California Business and Profession Code relating
to unlawful, unfair and deceptive business practices. There is currently pending
in the Nevada federal district court a multi-district court litigation (MDL)
matter involving seven complaints originally filed in various state courts in
California. These complaints make allegations similar to those in the Texas-Ohio
case regarding price reporting, although none contain a Sherman Act claim and
some of the defendants in the MDL matter are also defendants in the Texas-Ohio
case. Those defendants successfully argued to have the Texas-Ohio case
transferred to the MDL proceeding. The plaintiff in the Texas-Ohio case agreed
to extend the time for all defendants to answer or otherwise respond until May
28, 2004 and on that date a number of defendants filed motions to dismiss. In
order to negotiate possible dismissal and/or substitution of defendants, CMS
Energy and two other parent holding company defendants were given further
extensions to answer or otherwise respond to the complaint until August 16,
2004.

Benscheidt v. AEP Energy Services, Inc., et al., a new class action complaint
containing allegations similar to those made in the Texas-Ohio case, albeit
limited to California state law claims, was filed in California state court in
February 2004. CMS Energy and CMS MST are named as defendants. Defendants filed
a notice to remove this action to California federal district court, which was
granted, and had it transferred to the MDL proceeding in Nevada. However, the
plaintiff is seeking to have the case remanded back to California and until the
issue is resolved, no further action will be taken.

Three new, virtually identical actions were filed in San Diego Superior Court in
July 2004, one by the County of Santa Clara (Santa Clara), one by the County of
San Diego (San Diego) and one by the City of and County of San Francisco and the
San Francisco City Attorney (collectively San Francisco). Defendants, consisting
of a number of energy companies including CMS Energy, CMS MS&T, Cantera Natural
Gas and Cantera Gas Company, are alleged to have engaged in false reporting of
natural gas price and volume information and sham sales to artificially inflate
natural gas retail prices in California. All three complaints allege claims for
unjust enrichment and violations of the Cartwright Act, and the San Francisco
action also alleges a claim for violation of the California Business and
Profession Code relating to unlawful, unfair and deceptive business practices.

CMS Energy and the other CMS defendants will defend themselves vigorously, but
cannot predict the outcome of these matters.

                                     CMS-59

<PAGE>

                                                          CMS Energy Corporation

CONSUMERS' UNCERTAINTIES

Several business trends or uncertainties may affect our financial results and
condition. These trends or uncertainties have, or we reasonably expect could
have, a material impact on revenues or income from continuing electric and gas
operations. Such trends and uncertainties include:

            Environmental

      -     increased capital expenditures and operating expenses for Clean Air
            Act compliance, and

      -     potential environmental liabilities arising from various
            environmental laws and regulations, including potential liability or
            expense relating to the Michigan Natural Resources and Environmental
            Protection Acts, Superfund, and at former manufactured gas plant
            facilities.

            Restructuring

      -     response of the MPSC and Michigan legislature to electric industry
            restructuring issues,

      -     ability to meet peak electric demand requirements at a reasonable
            cost, without market disruption,

      -     ability to recover any of our net Stranded Costs under the
            regulatory policies being followed by the MPSC,

      -     effects of lost electric supply load to alternative electric
            suppliers, and

      -     status as an electric transmission customer, instead of an electric
            transmission owner.

            Regulatory

      -     recovery of nuclear decommissioning costs,

      -     responses from regulators regarding the storage and ultimate
            disposal of spent nuclear fuel,

      -     inadequate regulatory response to applications for requested rate
            increases, and

      -     response to increases in gas costs, including adverse regulatory
            response and reduced gas use by customers.

            Other

      -     pending litigation regarding PURPA qualifying facilities, and

      -     other pending litigation.

CONSUMERS' ELECTRIC UTILITY CONTINGENCIES

ELECTRIC ENVIRONMENTAL MATTERS: Our operations are subject to environmental laws
and regulations. Costs to operate our facilities in compliance with these laws
and regulations generally have been recovered in customer rates.

Clean Air: The EPA and the state regulations require us to make significant
capital expenditures estimated to be $771 million. As of June 30, 2004, we have
incurred $489 million in capital expenditures to comply with the EPA regulations
and anticipate that the remaining $282 million of capital expenditures will be
made between 2004 and 2009. These expenditures include installing catalytic
reduction technology at some of our coal-fired electric plants. Based on the
Customer Choice Act, beginning January 2004, an annual return of and on these
types of capital expenditures, to the extent they are above depreciation levels,
is expected to be recoverable from customers, subject to the MPSC prudency
hearing.

The EPA has alleged that some utilities have incorrectly classified plant
modifications as "routine maintenance" rather than seek modification permits
from the EPA. We have received and responded to

                                     CMS-60

<PAGE>

                                                          CMS Energy Corporation

information requests from the EPA on this subject. We believe that we have
properly interpreted the requirements of "routine maintenance." If our
interpretation is found to be incorrect, we may be required to install
additional pollution controls at some or all of our coal-fired electric plants
and potentially pay fines. Additionally, the viability of certain plants
remaining in operation could be called into question.

In addition to modifying the coal-fired electric plants, we expect to purchase
nitrogen oxide emissions credits for years 2004 through 2008. The cost of these
credits is estimated to average $8 million per year and is accounted for as
inventory. The credit inventory is expensed as the coal-fired electric plants
generate electricity. The price for nitrogen oxide emissions credits is volatile
and could change substantially.

The EPA has proposed a Clean Air Interstate Rule that would require additional
coal-fired electric plant emission controls for nitrogen oxides and sulfur
dioxide. If implemented, this rule would potentially require expenditures
equivalent to those efforts in progress required to reduce nitrogen oxide
emissions under the Title I provisions of the Clean Air Act. The rule proposes a
two-phase program to reduce emissions of sulfur dioxide by 70 percent and
nitrogen oxides by 65 percent by 2015. Additionally, the EPA also proposed two
alternative sets of rules to reduce emissions of mercury and nickel from
coal-fired and oil-fired electric plants. Until the proposed environmental rules
are finalized, an accurate cost of compliance cannot be determined.

Several bills have been introduced in the United States Congress that would
require reductions in emissions of greenhouse gases. We cannot predict whether
any federal mandatory greenhouse gas emission reduction rules ultimately will be
enacted, or the specific requirements of any such rules if they were to become
law.

To the extent that greenhouse gas emission reduction rules come into effect,
such mandatory emissions reduction requirements could have far-reaching and
significant implications for the energy sectors. We cannot estimate the
potential effect of United States federal or state level greenhouse gas policy
on future consolidated results of operations, cash flows or financial position
due to the speculative nature of the policy. We stay abreast of and engage in
the greenhouse gas policy developments, and will continue to assess and respond
to their potential implications on our business operations.

Water: In March 2004, the EPA changed the rules that govern generating plant
cooling water intake systems. The new rules require significant reduction in
fish killed by operating equipment. Some of our facilities will be required to
comply by 2006. We are studying the rules to determine the most cost-effective
solutions for compliance.

Cleanup and Solid Waste: Under the Michigan Natural Resources and Environmental
Protection Act, we expect that we will ultimately incur investigation and
remedial action costs at a number of sites. We believe that these costs will be
recoverable in rates under current ratemaking policies.

We are a potentially responsible party at several contaminated sites
administered under Superfund. Superfund liability is joint and several, meaning
that many other creditworthy parties with substantial assets are potentially
responsible with respect to the individual sites. Based on past experience, we
estimate that our share of the total liability for the known Superfund sites
will be between $1 million and $9 million. As of June 30, 2004, we have recorded
a liability for the minimum amount of our estimated Superfund liability.

                                     CMS-61

<PAGE>

                                                          CMS Energy Corporation

In October 1998, during routine maintenance activities, we identified PCB as a
component in certain paint, grout, and sealant materials at the Ludington Pumped
Storage facility. We removed and replaced part of the PCB material. We have
proposed a plan to deal with the remaining materials and are awaiting a response
from the EPA.

LITIGATION: In October 2003, a group of eight PURPA qualifying facilities
selling power to us filed a lawsuit in Ingham County Circuit Court. The lawsuit
alleges that we incorrectly calculated the energy charge payments made pursuant
to power purchase agreements with qualifying facilities. More specifically, the
lawsuit alleges that we should be basing the energy charge calculation on the
cost of more expensive eastern coal, rather than on the cost of the coal
actually burned by us for use in our coal-fired generating plants. We believe we
have been performing the calculation in the manner prescribed by the power
purchase agreements, and have filed a request with the MPSC (as a supplement to
the PSCR plan) that asks the MPSC to review this issue and to confirm that our
method of performing the calculation is correct. We filed a motion to dismiss
the lawsuit in the Ingham County Circuit Court due to the pending request at the
MPSC concerning the PSCR plan case. In February 2004, the judge ruled on the
motion and deferred to the primary jurisdiction of the MPSC. This ruling
resulted in a dismissal of the circuit court case without prejudice. Although
only eight qualifying facilities have raised the issue, the same energy charge
methodology is used in the PPA with the MCV Partnership and in approximately 20
additional power purchase agreements with us, representing a total of 1,670 MW
of electric capacity. The eight plaintiff qualifying facilities have appealed
the dismissal of the circuit court case to the Michigan Court of Appeals. We
cannot predict the outcome of this matter.

CONSUMERS' ELECTRIC UTILITY RESTRUCTURING MATTERS

ELECTRIC RESTRUCTURING LEGISLATION: The Michigan legislature passed electric
utility restructuring legislation known as the Customer Choice Act. This Act:

      -     allows all customers to choose their electric generation supplier
            effective January 1, 2002,

      -     provides a one-time five percent residential electric rate
            reduction,

      -     froze all electric rates through December 31, 2003, and established
            a rate cap for residential customers through at least December 31,
            2005, and a rate cap for small commercial and industrial customers
            through at least December 31, 2004,

      -     allows deferred recovery of an annual return of and on capital
            expenditures in excess of depreciation levels incurred during and
            before the rate freeze-cap period,

      -     allows for the use of Securitization bonds to refinance qualified
            costs,

      -     allows recovery of net Stranded Costs and implementation costs
            incurred as a result of the passage of the act,

      -     requires Michigan utilities to join a FERC-approved RTO or sell
            their interest in transmission facilities to an independent
            transmission owner,

      -     requires Consumers, Detroit Edison, and AEP to jointly expand their
            available transmission capability by at least 2,000 MW, and

      -     establishes a market power supply test that, if not met, may require
            transferring control of generation resources in excess of that
            required to serve retail sales requirements.

The following summarizes our status under the last three provisions of the
Customer Choice Act. First, we chose to sell our interest in our transmission
facilities to an independent transmission owner to comply with the Customer
Choice Act; for additional details regarding the sale of the transmission
facility, see "Transmission Sale" within this section. Second, in July 2002, the
MPSC issued an order approving our plan to achieve the increased transmission
capacity required under the Customer Choice

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Act. We have completed the transmission capacity projects identified in the plan
and have submitted verification of this fact to the MPSC. We believe we are in
full compliance. Lastly, in September 2003, the MPSC issued an order finding
that we are in compliance with the market power supply test set forth in the
Customer Choice Act.

ELECTRIC ROA: The MPSC approved revised tariffs that establish the rates, terms,
and conditions under which retail customers are permitted to choose an electric
supplier. These revised tariffs allow ROA customers, upon as little as 30 days
notice to us, to return to our generation service at current tariff rates. If
any class of customers' (residential, commercial, or industrial) ROA load
reaches ten percent of our total load for that class of customers, then
returning ROA customers for that class must give 60 days notice to return to our
generation service at current tariff rates. However, we may not have capacity
available to serve returning ROA customers that is sufficient or reasonably
priced. As a result, we may be forced to purchase electricity on the spot market
at higher prices than we can recover from our customers during the rate cap
periods. We cannot predict the total amount of electric supply load that may be
lost to alternative electric suppliers. As of July 2004, alternative electric
suppliers are providing 858 MW of load. This amount represents 11 percent of the
total distribution load and an increase of 49 percent compared to July 2003.

ELECTRIC RESTRUCTURING PROCEEDINGS: Below is a discussion of our electric
restructuring proceedings. They are:

      -     Securitization,

      -     Stranded Costs,

      -     implementation costs,

      -     security costs, and

      -     transmission rates.

The following chart summarizes the filings with the MPSC. For additional details
related to these proceedings, see related sections within this Note.

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<TABLE>
<CAPTION>
                   Years       Years       Requested
  Proceeding       Filed      Covered        Amounts                    Status
- ---------------------------------------------------------------------------------------------
<S>              <C>         <C>         <C>               <C>
Securitization   2003        N/A         $1.083 billion    Received order from the MPSC
                                                           authorizing the issuance of
                                                           Securitization bonds in the
                                                           amount of $554 million.  Pending
                                                           MPSC order resolving outstanding
                                                           issues.

Stranded Costs   2002-2004   2000-2003   $137 million (a)  MPSC ruled that we experienced
                                                           zero Stranded Costs for 2000
                                                           through 2001, which we are
                                                           appealing.  Filings for 2002 and
                                                           2003 in the amount of $116
                                                           million are still pending MPSC
                                                           approval.

Implementation   1999-2004   1997-2003   $91 million (b)   MPSC allowed $68 million for the
Costs                                                      years 1997-2001, plus $20 million
                                                           for the cost of money through
                                                           2003.  Implementation cost
                                                           filings for 2002 and 2003 in the
                                                           amount of $8 million, which
                                                           includes the cost of money
                                                           through 2003, are still pending
                                                           MPSC approval.

Security Costs   2004        2001-2005   $25 million       Pending MPSC approval.  As of
                                                           June 30, 2004, we have recorded
                                                           $7 million of costs incurred as a
                                                           regulatory asset.
=============================================================================================
</TABLE>

(a) Amount includes the cost of money through the year in which we expected to
receive recovery from the MPSC and assumes the issuance of Securitization bonds
in an amount that includes Clean Air Act investments. If Clean Air Act
investments were not included in the issuance of Securitization bonds, Stranded
Costs requested would total $304 million.

(b) Amounts include the cost of money through year incurred.

Securitization: The Customer Choice Act allows for the use of Securitization
bonds to refinance certain qualified costs. Since Securitization involves
issuing bonds secured by a revenue stream from rates collected directly from
customers to service the bonds, Securitization bonds typically have a higher
credit rating than conventional utility corporate financing. In 2000 and 2001,
the MPSC issued orders authorizing us to issue Securitization bonds. We issued
our first Securitization bonds in late 2001. Securitization resulted in:

      -     lower interest costs, and

      -     longer amortization periods for the securitized assets.

We will recover the repayment of principal, interest, and other expenses
relating to the bond issuance through a Securitization charge and a tax charge
that began in December 2001. These charges are subject to an annual true up
until one year before the last scheduled bond maturity date, and no more than

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quarterly thereafter. The December 2003 true up modified the total
Securitization and related tax charges from 1.746 mills per kWh to 1.718 mills
per kWh. There will be no impact on customer bills from Securitization for most
of our electric customers until the Customer Choice Act cap period expires, and
an electric rate case is processed. Securitization charge collections, $25
million for the six months ended June 30, 2004, and $25 million for the six
months ended June 30, 2003, are remitted to a trustee. Securitization charge
collections are restricted to the repayment of the principal and interest on the
Securitization bonds and payment of the ongoing expenses of Consumers Funding.
Consumers Funding is legally separate from Consumers. The assets and income of
Consumers Funding, including the securitized property, are not available to
creditors of Consumers or CMS Energy.

In March 2003, we filed an application with the MPSC seeking approval to issue
additional Securitization bonds. In June 2003, the MPSC issued a financing order
authorizing the issuance of Securitization bonds in the amount of $554 million.
This amount relates to Clean Air Act expenditures and associated return on those
expenditures through December 31, 2002, ROA implementation costs and previously
authorized return on those expenditures through December 31, 2000, and other up
front qualified costs related to issuance of the Securitization bonds. In July
2003, we filed for rehearing and clarification on a number of features in the
financing order.

In December 2003, the MPSC ordered remanded hearings in response to our request
for rehearing and clarification. In March 2004, the MPSC conducted the remanded
hearings and the matter is presently before the MPSC awaiting a decision.

In May 2004, we withdrew our request for approved implementation costs incurred
for the years 1998 through 2000 from the Securitization case, as we chose
recovery of the approved implementation costs through the use of a surcharge, as
described in "Implementation Costs" within this section. However, qualified
Clean Air Act costs, after taking out implementation costs, still exceed the
$554 million MPSC limit on the amount of securitized bonds. As a result, we did
not request a decrease to allowable securitized costs. If and when the MPSC
issues an order with favorable terms, then the order will become effective upon
our acceptance.

Stranded Costs: The Customer Choice Act allows electric utilities to recover
their net Stranded Costs, without defining the term. The Act directs the MPSC to
establish a method of calculating net Stranded Costs and of conducting related
true-up adjustments. In December 2001, the MPSC Staff recommended a methodology,
which calculated net Stranded Costs as the shortfall between:

- -   the revenue required to cover the costs associated with fixed generation
    assets and capacity payments associated with purchase power agreements, and

- -   the revenues received from customers under existing rates available to cover
    the revenue requirement.

The MPSC authorizes us to use deferred accounting to recognize the future
recovery of costs determined to be stranded. According to the MPSC, net Stranded
Costs are to be recovered from ROA customers through a Stranded Cost transition
charge. However, the MPSC has not yet allowed such a transition charge. The MPSC
has declined to resolve numerous issues regarding the net Stranded Cost
methodology in a way that would allow a reliable prediction of the level of
Stranded Costs. As a result, we have not recorded regulatory assets to recognize
the future recovery of such costs.

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                                                          CMS Energy Corporation

The following table outlines the applications filed by us with the MPSC and the
status of recovery for these costs:

<TABLE>
<CAPTION>
                                                                           In Millions
- --------------------------------------------------------------------------------------
                                            Requested, without the
               Requested, with the issuance issuance of Securitization
               of Securitization bonds that bonds that include Clean Air
Year    Year   include Clean Air Act        Act investment and cost of   Recoverable
Filed Incurred investment and cost of money money                          amount
- --------------------------------------------------------------------------------------
<S>   <C>      <C>                          <C>                          <C>
2002    2000                            $12                         $ 26 $         -
2002    2001                              9                           46           -
2003    2002                             47                          104     Pending
2004    2003                             69                          128     Pending
======================================================================================
</TABLE>

We are currently in the process of appealing the MPSC orders regarding Stranded
Costs for 2000 and 2001 with the Michigan Court of Appeals and the Michigan
Supreme Court. In June 2004, the MPSC conducted hearings for our 2002 Stranded
Cost application. Once a final financing order on Securitization is reached, we
will know the amount of our request for net Stranded Cost recovery for 2002. In
July 2004, the ALJ issued a proposal for decision in our 2002 net Stranded Cost
case, which recommended that the MPSC find that we incurred net Stranded Costs
of $12 million. This recommendation includes the cost of money through July 2004
and excludes Clean Air Act investments.

The MPSC has scheduled hearings for our 2003 Stranded Cost application for
August 2004. In July 2004, the MPSC Staff issued a position on our 2003 net
Stranded Cost application, which resulted in a Stranded Cost calculation of $52
million. The amount includes the cost of money, but excludes Clean Air Act
investments. We cannot predict how the MPSC will rule on our requests for
recoverability of 2002 and 2003 Stranded Costs or whether the MPSC will adopt a
Stranded Cost recovery method that will offset fully any associated margin loss
from ROA.

Implementation Costs: The Customer Choice Act allows electric utilities to
recover their implementation costs. The following table outlines the
applications filed by us with the MPSC and the status of recovery for these
costs:

<TABLE>
<CAPTION>
                                                                     In Millions
- --------------------------------------------------------------------------------
                                                          Recoverable, including
                                (b)                       cost of money through
  Year Filed   Year Incurred Requested Disallowed Allowed          2003
- --------------------------------------------------------------------------------
<S>            <C>           <C>       <C>        <C>     <C>
1999             1997 & 1998 $      20 $        5 $    15                    $22
2000                    1999        30          5      25                     33
2001                    2000        25          5      20                     24
2002                    2001         8          -       8                      9
2003 & 2004 (a)         2002         7    Pending Pending                Pending
2004                    2003         1    Pending Pending                Pending
================================================================================
</TABLE>

(a) On March 31, 2004, we requested additional 2002 implementation cost recovery
of $5 million related to our former participation in the development of the
Alliance RTO. This cost has been expensed; therefore, the amount is not included
as a regulatory asset.

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                                                          CMS Energy Corporation

(b) Amounts include the cost of money through year incurred.

In addition to seeking MPSC approval for these costs, we are pursuing
authorization at the FERC for the MISO to reimburse us for approximately $8
million, for implementation costs related to our former participation in the
development of the Alliance RTO which includes the $5 million pending approval
by the MPSC as part of 2002 implementation costs recovery. These costs have
generally either been expensed or approved as recoverable implementation costs
by the MPSC. The FERC has denied our request for reimbursement and we are
appealing the FERC ruling at the United States Court of Appeals for the District
of Columbia. We cannot predict the outcome of the appeal process or the ultimate
amount, if any, we will collect for Alliance RTO development costs.

The MPSC disallowed certain costs, determining that these amounts did not
represent costs incremental to costs already reflected in electric rates. As of
June 30, 2004, we incurred and deferred as a regulatory asset $94 million of
implementation costs, which includes $25 million associated with the cost of
money. We believe the implementation costs and associated cost of money are
fully recoverable in accordance with the Customer Choice Act.

In June 2004, following an appeal and remand of initial MPSC orders relating to
1999 implementation costs, the MPSC authorized the recovery of all previously
approved implementation costs for the years 1997 through 2001 totaling $88
million. This total includes carrying costs through 2003. Additional carrying
costs will be added until collection occurs. The implementation costs will be
recovered through surcharges over 36-month collection periods and phased in as
applicable rate caps expire. We cannot predict the amounts the MPSC will approve
as recoverable costs for 2002 and 2003.

Security Costs: The Customer Choice Act, as amended, allows for recovery of new
and enhanced security costs, as a result of federal and state regulatory
security requirements incurred before January 1, 2006. All retail customers,
except customers of alternative electric suppliers, would pay these charges. In
April 2004, we filed a security cost recovery case with the MPSC for costs for
which recovery has not yet been granted through other means. The requested
amount includes reasonable and prudent security enhancements through December
31, 2005. The costs are for enhanced security and insurance because of federal
and state regulatory security requirements imposed after the September 11 2001
terrorist attacks. In July 2004, a settlement was reached with the parties to
the case, which would provide for full recovery of the requested security costs
over a five-year period beginning in 2004. We are presently awaiting approval
from the MPSC. We cannot predict how the MPSC will rule on our request for the
recoverability of security costs. The following table outlines the applications
filed by us with the MPSC and the status of recovery for these costs:

<TABLE>
<CAPTION>
                                                                     In Millions
- --------------------------------------------------------------------------------
                                    Regulatory asset as of
Year Filed Years Incurred Requested      June 30, 2004     Disallowed  Allowed
- --------------------------------------------------------------------------------
<S>        <C>            <C>       <C>                    <C>         <C>
2004         2001-2005    $      25          $7               Pending    Pending
================================================================================
</TABLE>

Transmission Rates: Our application of JOATT transmission rates to customers
during past periods is under FERC review. The rates included in these tariffs
were applied to certain transmission transactions affecting both Detroit
Edison's and our transmission systems between 1997 and 2002. We believe our
reserve is sufficient to satisfy our refund obligation to any of our former
transmission customers under our former JOATT.

TRANSMISSION SALE: In May 2002, we sold our electric transmission system to MTH,
a non-affiliated limited partnership whose general partner is a subsidiary of
Trans-Elect, Inc. We are currently in

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                                                          CMS Energy Corporation

arbitration with MTH regarding property tax items used in establishing the
selling price of our electric transmission system. An unfavorable outcome could
result in a reduction of sale proceeds previously recognized of approximately $2
million to $3 million.

Under an agreement with MTH, our transmission rates are fixed by contract at
current levels through December 31, 2005, and are subject to the FERC ratemaking
thereafter. However, we are subject to certain additional MISO surcharges, which
we estimate to be $10 million in 2004.

CONSUMERS' ELECTRIC UTILITY RATE MATTERS

PERFORMANCE STANDARDS: Electric distribution performance standards developed by
the MPSC became effective in February 2004. The standards relate to restoration
after outages, safety, and customer services. The MPSC order calls for financial
penalties in the form of customer credits if the standards for the duration and
frequency of outages are not met. We met or exceeded all approved standards for
year-end results for both 2002 and 2003. As of June 2004, we are in compliance
with the acceptable level of performance. We are a member of an industry
coalition that has appealed the customer credit portion of the performance
standards to the Michigan Court of Appeals. We cannot predict the likely effects
of the financial penalties, if any, nor can we predict the outcome of the
appeal. Likewise, we cannot predict our ability to meet the standards in the
future or the cost of future compliance.

POWER SUPPLY COSTS: We were required to provide backup service to ROA customers
on a best efforts basis. In October 2003, we provided notice to the MPSC that we
would terminate the provision of backup service in accordance with the Customer
Choice Act, effective January 1, 2004.

To reduce the risk of high electric prices during peak demand periods and to
achieve our reserve margin target, we employ a strategy of purchasing electric
call options and capacity and energy contracts for the physical delivery of
electricity primarily in the summer months and to a lesser degree in the winter
months. As of June 30, 2004, we purchased capacity and energy contracts
partially covering the estimated reserve margin requirements for 2004 through
2007. As a result, we have recognized an asset of $18 million for unexpired
capacity and energy contracts. In March 2004, we filed a summer assessment for
meeting 2004 peak load demand as required by the MPSC, stating that our summer
2004 reserve margin target is 11 percent or supply resources equal to 111
percent of projected summer peak load. Presently, we have a reserve margin of 14
percent, or supply resources equal to 114 percent of projected summer peak load
for summer 2004. Of the 114 percent, approximately 102 percent is from owned
electric generating plants and long-term contracts, and approximately 12 percent
is from short-term contracts. This reserve margin met our summer 2004 reserve
margin target. The total premium costs of electricity call options and capacity
and energy contracts for 2004 is expected to be approximately $12 million, as of
July 2004.

PSCR: As a result of meeting the transmission capability expansion requirements
and the market power test, as discussed within this Note, we have met the
requirements under the Customer Choice Act to return to the PSCR process. The
PSCR process provides for the reconciliation of actual power supply costs with
power supply revenues. This process assures recovery of all reasonable and
prudent power supply costs actually incurred by us. In September 2003, we
submitted a PSCR filing to the MPSC that reinstates the PSCR process for
customers whose rates are no longer frozen or capped as of January 1, 2004. The
proposed PSCR charge allows us to recover a portion of our increased power
supply costs from large commercial and industrial customers, and subject to the
overall rate caps, from other customers. We estimate the recovery of increased
power supply costs from large commercial and industrial customers to be
approximately $30 million in 2004. As allowed under current regulation, we
self-implemented the proposed PSCR charge on January 1, 2004. The revenues
received from the PSCR

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charge are also subject to subsequent reconciliation at the end of the year
after actual costs have been reviewed for reasonableness and prudence. We cannot
predict the outcome of this reconciliation proceeding.

OTHER CONSUMERS' ELECTRIC UTILITY UNCERTAINTIES

THE MIDLAND COGENERATION VENTURE: The MCV Partnership, which leases and operates
the MCV Facility, contracted to sell electricity to Consumers for a 35-year
period beginning in 1990 and to supply electricity and steam to Dow. We hold,
through two wholly owned subsidiaries, the following assets related to the MCV
Partnership and the MCV Facility:

- - CMS Midland owns a 49 percent general partnership interest in the MCV
Partnership, and

- - CMS Holdings holds, through the FMLP, a 35 percent lessor interest in the MCV
Facility.

In 2004, we consolidated the MCV Partnership and the FMLP into our consolidated
financial statements in accordance with Revised FASB Interpretation No. 46. For
additional details, see Note 11, Implementation of New Accounting Standards.

Our consolidated retained earnings include undistributed earnings from the MCV
Partnership, which at June 30, 2004 are $246 million and at June 30, 2003 are
$243 million.

Power Supply Purchases from the MCV Partnership: Our annual obligation to
purchase capacity from the MCV Partnership is 1,240 MW through the term of the
PPA ending in 2025. The PPA requires us to pay, based on the MCV Facility's
availability, a levelized average capacity charge of 3.77 cents per kWh and a
fixed energy charge. We also pay a variable energy charge based on our average
cost of coal consumed for all kWh delivered. Effective January 1999, we reached
a settlement agreement with the MCV Partnership that capped capacity payments
made on the basis of availability that may be billed by the MCV Partnership at a
maximum 98.5 percent availability level.

Since January 1993, the MPSC has permitted us to recover capacity charges
averaging 3.62 cents per kWh for 915 MW, plus fixed and variable energy charges.
Since January 1996, the MPSC has also permitted us to recover capacity charges
for the remaining 325 MW of contract capacity with an initial average charge of
2.86 cents per kWh increasing periodically to an eventual 3.62 cents per kWh by
2004 and thereafter. However, due to the frozen retail rates required by the
Customer Choice Act, the capacity charge for the 325 MW was frozen at 3.17 cents
per kWh until December 31, 2003. Recovery of both the 915 MW and 325 MW portions
of the PPA are subject to certain limitations discussed below.

In 1992, we recognized a loss and established a liability for the present value
of the estimated future underrecoveries of power supply costs under the PPA
based on the MPSC cost-recovery orders. The remaining liability associated with
the loss totaled $13 million at June 30, 2004 and $40 million at June 30, 2003.
We expect the PPA liability to be depleted in late 2004.

We estimate that 51 percent of the actual cash underrecoveries for 2004 will be
charged to the PPA liability, with the remaining portion charged to operating
expense as a result of our 49 percent ownership in the MCV Partnership. We will
expense all cash underrecoveries directly to income once the PPA liability is
depleted. If the MCV Facility's generating availability remains at the maximum
98.5 percent level, our cash underrecoveries associated with the PPA could be as
follows:

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                                                          CMS Energy Corporation

<TABLE>
<CAPTION>
                                                            In Millions
- -----------------------------------------------------------------------
                                            2004    2005    2006   2007
- -----------------------------------------------------------------------
<S>                                         <C>     <C>     <C>    <C>
Estimated cash underrecoveries at 98.5%     $ 56    $ 56    $ 55   $ 39
Amount to be charged to operating expense     29      56      55     39
Amount to be charged to PPA liability         27       -       -     -
=======================================================================
</TABLE>

Beginning January 1, 2004, the rate freeze for large industrial customers was no
longer in effect and we returned to the PSCR process. Under the PSCR process, we
will recover from our customers the approved capacity and fixed energy charges
based on availability, up to an availability cap of 88.7 percent as established
in previous MPSC orders.

Effects on Our Ownership Interest in the MCV Partnership and the MCV Facility:
As a result of returning to the PSCR process on January 1, 2004, we returned to
dispatching the MCV Facility on a fixed load basis, as permitted by the MPSC, in
order to maximize recovery from electric customers of our capacity and fixed
energy payments. This fixed load dispatch increases the MCV Facility's output
and electricity production costs, such as natural gas. As the spread between the
MCV Facility's variable electricity production costs and its energy payment
revenue widens, the MCV's Partnership's financial performance and our investment
in the MCV Partnership is and will be affected adversely.

Under the PPA, variable energy payments to the MCV Partnership are based on the
cost of coal burned at our coal plants and our operation and maintenance
expenses. However, the MCV Partnership's costs of producing electricity are tied
to the cost of natural gas. Because natural gas prices have increased
substantially in recent years and the price the MCV Partnership can charge us
for energy has not, the MCV Partnership's financial performance has been
impacted negatively.

Until September 2007, the PPA and settlement agreement require us to pay
capacity and fixed energy charges based on the MCV Facility's actual
availability up to the 98.5 percent cap. After September 2007, we expect to
claim relief under the regulatory out provision in the PPA, limiting our
capacity and fixed energy payments to the MCV Partnership to the amount
collected from our customers. The MPSC's future actions on the capacity and
fixed energy payments recoverable from customers subsequent to September 2007
may affect negatively the earnings of the MCV Partnership and the value of our
investment in the MCV Partnership.

Resource Conservation Plan: In February 2004, we filed the RCP with the MPSC
that is intended to help conserve natural gas and thereby improve our investment
in the MCV Partnership. This plan seeks approval to:

      -     dispatch the MCV Facility based on natural gas market prices without
            increased costs to electric customers,

      -     give Consumers a priority right to buy excess natural gas as a
            result of the reduced dispatch of the MCV Facility, and

      -     fund $5 million annually for renewable energy sources such as wind
            power projects.

The RCP will reduce the MCV Facility's annual production of electricity and, as
a result, reduce the MCV Facility's consumption of natural gas by an estimated
30 to 40 bcf. This decrease in the quantity of high-priced natural gas consumed
by the MCV Facility will benefit Consumers' ownership interest in the MCV
Partnership. The amount of PPA capacity and fixed energy payments recovered from
retail

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                                                          CMS Energy Corporation

electric customers would remain capped at 88.7 percent. Therefore, customers
will not be charged for any increased power supply costs, if they occur.
Consumers and the MCV Partnership have reached an agreement that the MCV
Partnership will reimburse Consumers for any incremental power costs incurred to
replace the reduction in power dispatched from the MCV Facility. Presently, we
are in settlement discussions with the parties to the RCP filing. However, in
July 2004, several qualifying facilities filed for a stay on the RCP proceeding
in the Ingham County Circuit Court after their previous attempt to intervene on
the proceeding was denied by the MPSC. Hearings on the stay are scheduled for
August 11, 2004. We cannot predict if or when the MPSC will approve the RCP or
the outcome of the Ingham County Circuit Court hearings.

The two most significant variables in the analysis of the MCV Partnership's
future financial performance are the forward price of natural gas for the next
20 years and the MPSC's decision in 2007 or beyond related to limiting our
recovery of capacity and fixed energy payments. Natural gas prices have been
volatile historically. Presently, there is no consensus in the marketplace on
the price or range of future prices of natural gas. Even with an approved RCP,
if gas prices continue at present levels or increase, the economics of operating
the MCV Facility may be adverse enough to require us to recognize an impairment
of our investment in the MCV Partnership. We presently cannot predict the impact
of these issues on our future earnings, cash flows, or on the value of our
investment in the MCV Partnership.

MCV PARTNERSHIP PROPERTY TAXES: In January 2004, the Michigan Tax Tribunal
issued its decision in the MCV Partnership's tax appeal against the City of
Midland for tax years 1997 through 2000. The MCV Partnership estimates that the
decision will result in a refund to the MCV Partnership of approximately $35
million in taxes plus $9 million of interest. The Michigan Tax Tribunal decision
has been appealed to the Michigan Court of Appeals by the City of Midland and
the MCV Partnership has filed a cross-appeal at the Michigan Court of Appeals.
The MCV Partnership also has a pending case with the Michigan Tax Tribunal for
tax years 2001 through 2004. The MCV Partnership cannot predict the outcome of
these proceedings; therefore, the above refund (net of approximately $15 million
of deferred expenses) has not been recognized in year-to-date 2004 earnings.

NUCLEAR PLANT DECOMMISSIONING: Our site-specific decommissioning cost estimates
for Big Rock and Palisades assume that each plant site will eventually be
restored to conform to the adjacent landscape and all contaminated equipment
will be disassembled and disposed of in a licensed burial facility.
Decommissioning funding practices approved by the MPSC require us to file a
report on the adequacy of funds for decommissioning at three-year intervals. We
prepared and filed updated cost estimates for each plant on March 31, 2004.
Excluding additional costs for spent nuclear fuel storage, due to the DOE's
failure to accept this spent nuclear fuel on schedule, these reports show a
decommissioning cost of $361 million for Big Rock and $868 million for
Palisades. Since Big Rock is currently in the process of being decommissioned,
the estimated cost includes historical expenditures in nominal dollars and
future costs in 2003 dollars, with all Palisades costs given in 2003 dollars.

In 1999, the MPSC orders for Big Rock and Palisades provided for fully funding
the decommissioning trust funds for both sites. In December 2000, funding of the
Big Rock trust fund stopped because the MPSC-authorized decommissioning
surcharge collection period expired. The MPSC order set the annual
decommissioning surcharge for Palisades at $6 million through 2007. Amounts
collected from electric retail customers and deposited in trusts, including
trust earnings, are credited to a regulatory liability.

However, based on current projections, the current levels of funds provided by
the trusts are not adequate to fully fund the decommissioning of Big Rock or
Palisades. This is due in part to the DOE's failure to accept the spent nuclear
fuel and lower returns on the trust funds. We are attempting to recover our
additional costs for storing spent nuclear fuel through litigation, as discussed
in "Nuclear Matters".

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We will also seek additional relief from the MPSC.

In the case of Big Rock, excluding the additional nuclear fuel storage costs due
to the DOE's failure to accept this spent fuel on schedule, we are currently
projecting that the level of funds provided by the trust will fall short of the
amount needed to complete the decommissioning by $25 million. At this point in
time, we plan to provide the additional amounts needed from our corporate funds
and, subsequent to the completion of radiological decommissioning work, seek
recovery of such expenditures at the MPSC. We cannot predict how the MPSC will
rule on our request.

In the case of Palisades, again excluding additional nuclear fuel storage costs
due to the DOE's failure to accept this spent fuel on schedule, we have
concluded that the existing surcharge needs to be increased to $25 million
annually, beginning January 1, 2006, and continue through 2011, our current
license expiration date. In June 2004, we filed an application with the MPSC
seeking approval to increase the surcharge for recovery of decommissioning costs
related to Palisades beginning in 2006. We cannot predict how the MPSC will rule
on our request.

NUCLEAR MATTERS: Big Rock: With the removal and safe disposal of the reactor
vessel, steam drum, and radioactive waste processing systems in 2003,
dismantlement of plant systems is nearly complete and demolition of the
remaining plant structures is set to begin. The restoration project is on
schedule to return approximately 530 acres of the site, including the area
formerly occupied by the nuclear plant, to a natural setting for unrestricted
use in mid-2006. An additional 30 acres, the area where seven transportable dry
casks loaded with spent nuclear fuel and an eighth cask loaded with high-level
radioactive waste material are stored, will be returned to a natural state by
the end of 2012 if the DOE begins removing the spent nuclear fuel by 2010.

The NRC and the Michigan Department of Environmental Quality continue to find
all decommissioning activities at Big Rock are being performed in accordance
with applicable regulations including license requirements.

Palisades: In March 2004, the NRC completed its end-of-cycle plant performance
assessment of Palisades. The assessment for Palisades covered the period from
January 1, 2003 through December 31, 2003. The NRC determined that Palisades was
operated in a manner that preserved public health and safety and fully met all
cornerstone objectives. As of June 2004, all inspection findings were classified
as having very low safety significance and all performance indicators indicated
performance at a level requiring no additional oversight. Based on the plant's
performance, only regularly scheduled inspections are planned through September
2005.

The amount of spent nuclear fuel exceeds Palisades' temporary onsite storage
pool capacity. We are using dry casks for temporary onsite storage. As of June
30, 2004, we have loaded 18 dry casks with spent nuclear fuel and are scheduled
to load additional dry casks this summer in order to continue operation.

DOE Litigation: In 1997, a U.S. Court of Appeals decision confirmed that the DOE
was to begin accepting deliveries of spent nuclear fuel for disposal by January
1998. Subsequent U.S. Court of Appeals litigation, in which we and other
utilities participated, has not been successful in producing more specific
relief for the DOE's failure to accept the spent nuclear fuel.

                                     CMS-72

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                                                          CMS Energy Corporation

There are two court decisions that support the right of utilities to pursue
damage claims in the United States Court of Claims against the DOE for failure
to take delivery of spent nuclear fuel. Over 60 utilities have initiated
litigation in the United States Court of Claims; we filed our complaint in
December 2002. In July 2004, the DOE filed an amended answer and motion to
dismiss the complaint. If our litigation against the DOE is successful, we
anticipate future recoveries from the DOE. The recoveries will be used to pay
the cost of spent nuclear fuel storage until the DOE takes possession as
required by law. We can make no assurance that the litigation against the DOE
will be successful.

In July 2002, Congress approved and the President signed a bill designating the
site at Yucca Mountain, Nevada, for the development of a repository for the
disposal of high-level radioactive waste and spent nuclear fuel. We expect that
the DOE will submit, by December 2004, an application to the NRC for a license
to begin construction of the repository. The application and review process is
estimated to take several years.

Spent nuclear fuel complaint: In March 2003, the Michigan Environmental Council,
the Public Interest Research Group in Michigan, and the Michigan Consumer
Federation filed a complaint with the MPSC, which was served on us by the MPSC
in April 2003. The complaint asks the MPSC to initiate a generic investigation
and contested case to review all facts and issues concerning costs associated
with spent nuclear fuel storage and disposal. The complaint seeks a variety of
relief with respect to Consumers, Detroit Edison, Indiana & Michigan Electric
Company, Wisconsin Electric Power Company, and Wisconsin Public Service
Corporation. The complaint states that amounts collected from customers for
spent nuclear fuel storage and disposal should be placed in an independent
trust. The complaint also asks the MPSC to take additional actions. In May 2003,
Consumers and other named utilities each filed motions to dismiss the complaint.
We are unable to predict the outcome of this matter.

Insurance: We maintain nuclear insurance coverage on our nuclear plants. At
Palisades, we maintain nuclear property insurance from NEIL totaling $2.750
billion and insurance that would partially cover the cost of replacement power
during certain prolonged accidental outages. Because NEIL is a mutual insurance
company, we could be subject to assessments of up to $27 million in any policy
year if insured losses in excess of NEIL's maximum policyholders surplus occur
at our, or any other member's, nuclear facility. NEIL's policies include
coverage for acts of terrorism.

At Palisades, we maintain nuclear liability insurance for third-party bodily
injury and off-site property damage resulting from a nuclear hazard for up to
approximately $10.761 billion, the maximum insurance liability limits
established by the Price-Anderson Act. The United States Congress enacted the
Price-Anderson Act to provide financial liability protection for those parties
who may be liable for a nuclear accident or incident. Part of the Price-Anderson
Act's financial protection is a mandatory industry-wide program where owners of
nuclear generating facilities could be assessed if a nuclear incident occurs at
any nuclear generating facility. The maximum assessment against us could be $101
million per occurrence, limited to maximum annual installment payments of $10
million.

We also maintain insurance under a program that covers tort claims for bodily
injury to nuclear workers caused by nuclear hazards. The policy contains a $300
million nuclear industry aggregate limit. Under a previous insurance program
providing coverage for claims brought by nuclear workers, we remain responsible
for a maximum assessment of up to $6 million.

Big Rock remains insured for nuclear liability by a combination of insurance and
a NRC indemnity totaling $544 million and a nuclear property insurance policy
from NEIL.

                                     CMS-73

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                                                          CMS Energy Corporation

Insurance policy terms, limits, and conditions are subject to change during the
year as we renew our policies.

COMMITMENTS FOR FUTURE PURCHASES: We enter into a number of unconditional
purchase obligations that represent normal business operating contracts. These
contracts are used to assure an adequate supply of goods and services necessary
for the operation of our business and to minimize exposure to market price
fluctuations. We believe that these future costs are prudent and reasonably
assured of recovery in future rates.

Coal Supply and Transportation: We have entered into coal supply contracts with
various suppliers and associated rail transportation contracts for our
coal-fired generating stations. Under the terms of these agreements, we are
obligated to take physical delivery of the coal and make payment based upon the
contract terms. Our coal supply contracts expire through 2005, and total an
estimated $147 million. Our coal transportation contracts expire through 2007,
and total an estimated $108 million. Long-term coal supply contracts have
accounted for approximately 60 to 90 percent of our annual coal requirements
over the last 10 years. Although future contract coverage is not finalized at
this time, we believe that it will be within the historic 60 to 90 percent
range.

Power Supply, Capacity, and Transmission: As of June 30, 2004, we had future
unrecognized commitments to purchase power transmission services under fixed
price forward contracts for 2004 and 2005 totaling $8 million. We also had
commitments to purchase capacity and energy under long-term power purchase
agreements with various generating plants. These contracts require monthly
capacity payments based on the plants' availability or deliverability. These
payments for 2004 through 2030 total an estimated $3.033 billion, undiscounted.
This amount may vary depending upon plant availability and fuel costs. If a
plant was not available to deliver electricity to us, then we would not be
obligated to make the capacity payment until the plant could deliver.

CONSUMERS' GAS UTILITY CONTINGENCIES

GAS ENVIRONMENTAL MATTERS: We expect to incur investigation and remedial costs
at a number of sites under the Michigan Natural Resources and Environmental
Protection Act, a Michigan statute that covers environmental activities
including remediation. These sites include 23 former manufactured gas plant
facilities. We operated the facilities on these sites for some part of their
operating lives. For some of these sites, we have no current ownership or may
own only a portion of the original site. We have completed initial
investigations at the 23 sites. We will continue to implement remediation plans
for sites where we have received MDEQ remediation plan approval. We will also
work toward resolving environmental issues at sites as studies are completed.

We have estimated our costs for investigation and remedial action at all 23
sites using the Gas Research Institute-Manufactured Gas Plant Probabilistic Cost
Model. We expect our remaining costs to be between $37 million and $90 million.
The range reflects multiple alternatives with various assumptions for resolving
the environmental issues at each site. The estimates are based on discounted
2003 costs using a discount rate of three percent. The discount rate represents
a ten-year average of U.S. Treasury bond rates reduced for increases in the
consumer price index. We expect to fund most of these costs through insurance
proceeds and through the MPSC approved rates charged to our customers. As of
June 30, 2004, we have recorded a regulatory liability of $42 million, net of
$41 million of expenditures incurred to date, and a regulatory asset of $66
million. Any significant change in assumptions, such as an increase in the
number of sites, different remediation techniques, nature and extent of
contamination, and legal and regulatory requirements, could affect our estimate
of remedial action costs.

                                     CMS-74

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                                                          CMS Energy Corporation

In its November 2002 gas distribution rate order, the MPSC authorized us to
continue to recover approximately $1 million of manufactured gas plant
facilities environmental clean-up costs annually. This amount will continue to
be offset by $2 million to reflect amounts recovered from all other sources. We
defer and amortize, over a period of 10 years, manufactured gas plant facilities
environmental clean-up costs above the amount currently included in rates.
Additional amortization of the expense in our rates cannot begin until after a
prudency review in a gas rate case.

CONSUMERS' GAS UTILITY RATE MATTERS

GAS COST RECOVERY: The MPSC is required by law to allow us to charge customers
for our actual cost of purchased natural gas. The GCR process is designed to
allow us to recover all of our gas costs; however, the MPSC reviews these costs
for prudency in an annual reconciliation proceeding.

GCR YEAR 2002-2003: In June 2003, we filed a reconciliation of GCR costs and
revenues for the 12-months ended March 2003. We proposed to recover from our
customers approximately $6 million of underrecovered gas costs using a roll-in
methodology. The roll-in methodology incorporates the GCR underrecovery in the
next GCR plan year. The approach was approved by the MPSC in a November 2002
order.

In January 2004, intervenors filed their positions in our 2002-2003 GCR case.
Their positions were that not all of our gas purchasing decisions were prudent
during April 2002 through March 2003 and they proposed disallowances. In 2003,
we reserved $11 million for a settlement agreement associated with the 2002-2003
GCR disallowance. Interest on the disallowed amount from April 1, 2003 through
February 2004, at Consumers' authorized rate of return, increased the cost of
the settlement by $1 million. The interest was recorded as an expense in 2003.
In February 2004, the parties in the case reached a settlement agreement that
resulted in a GCR disallowance of $11 million for the GCR period. The settlement
agreement was approved by the MPSC in March 2004. The disallowance is included
in our 2003-2004 GCR reconciliation filed in June 2004.

GCR YEAR 2003-2004: In June 2004, we filed a reconciliation of GCR for the
12-months ended March 2004. We proposed to refund to our customers $28 million
of overrecovered gas cost, plus interest. The refund will be included in the
2004-2005 GCR plan year. The overrecovery includes the $11 million refund
settlement for the 2002-2003 GCR year, as well as refunds received by us from
our suppliers and required by the MPSC to be refunded to our customers.

GCR PLAN FOR YEAR 2004-2005: In December 2003, we filed an application with the
MPSC seeking approval of a GCR plan for the 12-month period of April 2004
through March 2005. The second quarter GCR adjustment resulted in a GCR ceiling
price of $6.57. In June 2004, the MPSC issued a final Order in our GCR plan
approving a settlement, which included a quarterly mechanism for setting a GCR
ceiling price. The mechanism did not change the current ceiling price of $6.57.
Actual gas costs and revenues will be subject to an annual reconciliation
proceeding. Our GCR factor for the billing month of August is $6.39 per mcf.

2003 GAS RATE CASE: In March 2003, we filed an application with the MPSC for a
$156 million annual increase in our gas delivery and transportation rates that
included a 13.5 percent return on equity. In September 2003, we filed an update
to our gas rate case that lowered the requested revenue increase from $156
million to $139 million and reduced the return on common equity from 13.5
percent to 12.75 percent. The MPSC authorized an interim gas rate increase of
$19 million annually. The interim increase is under bond and subject to refund
if the final rate relief is a lesser amount. The interim increase order includes
a $34 million reduction in book depreciation expense and related income taxes

                                     CMS-75

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                                                          CMS Energy Corporation

effective only during the period of interim relief. The MPSC order allowed us to
increase our rates beginning December 19, 2003. As part of the interim order,
Consumers agreed to restrict dividend payments to its parent company, CMS
Energy, to a maximum of $190 million annually during the period of interim
relief. On March 5, 2004, the ALJ issued a Proposal for Decision recommending
that the MPSC not rely upon the projected test year data included in our filing,
which was supported by the MPSC Staff and the ALJ further recommended that the
application be dismissed. In response to the Proposal for Decision, the parties
have filed exceptions and replies to exceptions. The MPSC is not bound by the
ALJ's recommendation and will review the exceptions and replies to exceptions
prior to issuing an order on final rate relief.

2001 GAS DEPRECIATION CASE: In December 2003, we filed an update to our gas
utility plant depreciation case originally filed in June 2001. This case is not
affected by the 2003 gas rate case interim increase order that reduced book
depreciation expense and related income taxes only for the period that we
receive the interim relief.

The June 2001 depreciation case filing was based on December 2000 plant balances
and historical data. The December 2003 filing updates the gas depreciation case
to include December 2002 plant balances. The proposed depreciation rates, if
approved, would result in an annual increase of $12 million in depreciation
expense based on December 2002 plant balances. In June 2004, the ALJ issued a
Proposal for Decision recommending adoption of the Michigan Attorney General's
proposal to reduce our annual depreciation expense by $52 million. In response
to the Proposal for Decision, the parties filed exceptions and are expected to
file replies to exceptions. In our exceptions, we proposed alternative
depreciation rates that would result in an annual decrease of $7 million in
depreciation expense. The MPSC is not bound by the ALJ's recommendation and will
review the exceptions and replies to exceptions prior to issuing an order on
final depreciation rates.

In September 2002, the FERC issued an order rejecting our filing to assess
certain rates for non-physical gas title tracking services we provide. In
December 2003, the FERC ruled that no refunds were at issue and we reversed $4
million related to this matter. In January 2004, three companies filed with the
FERC for clarification or rehearing of the FERC's December 2003 order. In April
2004, the FERC issued its Order Granting Clarification. In that Order, the FERC
indicated that its December 2003 order was in error. It directed us to file
within 30 days a fair and equitable title-tracking fee and to make refunds, with
interest, to customers based on the difference between the accepted fee and the
fee paid. In response to the FERC's April 2004 order, we filed a Request for
Rehearing in May 2004. The FERC issued an Order Granting Rehearing for Further
Consideration in June 2004. We expect the FERC to issue an order on the merits
of this proceeding in the third quarter of 2004. We believe that with respect to
the FERC jurisdictional transportation, we have not charged any customers title
transfer fees, so no refunds are due. At this time, we cannot predict the
outcome of this proceeding.

                                     CMS-76

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                                                          CMS Energy Corporation

OTHER UNCERTAINTIES

INTEGRUM LAWSUIT: Integrum filed a complaint in Wayne County, Michigan Circuit
Court in July 2003 against CMS Energy, Enterprises and APT. Integrum alleges
several causes of action against APT, CMS Energy, and Enterprises in connection
with an offer by Integrum to purchase the CMS Pipeline Assets. In addition to
seeking unspecified money damages, Integrum is seeking an order enjoining CMS
Energy and Enterprises from selling, and APT from purchasing, the CMS Pipeline
Assets and an order of specific performance mandating that CMS Energy,
Enterprises, and APT complete the sale of the CMS Pipeline Assets to APT and
Integrum. A certain officer and director of Integrum is a former officer and
director of CMS Energy, Consumers, and their subsidiaries. The individual was
not employed by CMS Energy, Consumers, or their subsidiaries when Integrum made
the offer to purchase the CMS Pipeline Assets. CMS Energy and Enterprises filed
a motion to change venue from Wayne County to Jackson County, which was granted.
The parties are now awaiting transfer of the file from Wayne County to Jackson
County. CMS Energy and Enterprises believe that Integrum's claims are without
merit. CMS Energy and Enterprises intend to defend vigorously against this
action but they cannot predict the outcome of this litigation.

CMS GENERATION-OXFORD TIRE RECYCLING: In an administrative order, the California
Regional Water Control Board of the state of California named CMS Generation as
a potentially responsible party for the clean up of the waste from the fire that
occurred in September 1999 at the Filbin Tire Pile, which the state claims was
owned by Oxford Tire Recycling of North Carolina, Inc. CMS Generation reached a
settlement with the state, which the court approved, pursuant to which CMS
Generation paid the state $5.5 million, $1.6 million of which it had paid the
state prior to the settlement. CMS Generation continues to negotiate to have the
insurance company pay a portion of the settlement amount, as well as a portion
of its attorney fees.

At the request of the DOJ in San Francisco, CMS Energy and other parties
contacted by the DOJ in San Francisco entered into separate Tolling Agreements
with the DOJ in San Francisco in September 2002. The Tolling Agreement stops the
running of any statute of limitations during the ninety-day period between
September 13, 2002 and (through several extensions of the tolling period) March
30, 2004, to facilitate settlement discussions between all the parties in
connection with federal claims arising from the fire at the Filbin Tire Pile. On
September 23, 2002, CMS Energy received a written demand from the U.S. Coast
Guard for reimbursement of approximately $3.5 million in costs incurred by the
U.S. Coast Guard in fighting the fire. It is CMS Energy's understanding that
these costs, together with any accrued interest, are the sole basis of any
federal claims. CMS Energy has entered into a consent judgment with the U.S.
Coast Guard to settle this matter for $475,000 that is awaiting final court
approval.

DEARBORN INDUSTRIAL GENERATION: In October 2001, Duke/Fluor Daniel (DFD)
presented DIG with a change order to their construction contract and filed an
action in Michigan state court claiming damages in the amount of $110 million,
plus interest and costs, which DFD states represents the cumulative amount owed
by DIG for delays DFD believes DIG caused and for prior change orders that DIG
previously rejected. DFD also filed a construction lien for the $110 million.
DIG, in addition to drawing down on three letters of credit totaling $30 million
that it obtained from DFD, has filed an arbitration claim against DFD asserting
in excess of an additional $75 million in claims against DFD. The judge in the
Michigan state court case entered an order staying DFD's prosecution of its
claims in the court case and permitting the arbitration to proceed. DFD has
appealed the decision by the judge in the Michigan state court case to stay the
litigation. DIG will continue to defend itself vigorously and pursue its claims.
DIG cannot predict the outcome of this matter.

                                     CMS-77

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                                                          CMS Energy Corporation

DIG NOISE ABATEMENT LAWSUIT: In February 2003, DIG was served with a three-count
first amended complaint filed in Wayne County Circuit Court in the matter of
Ahmed, et al v. Dearborn Industrial Generation, LLC. The complaint sought
damages "in excess of $25,000" and injunctive relief based upon allegations of
excessive noise and vibration created by operation of the power plant. The first
amended complaint was filed on behalf of six named plaintiffs, all alleged to be
adjacent or nearby residents or property owners. The damages alleged were injury
to persons and property of the landowners. Certification of a class of
"potentially thousands" who have been similarly affected was requested. The
parties entered into a settlement agreement on June 25, 2004, whereby DIG will
remediate the sound emitted from various pieces of plant equipment to a level
below the ambient noise level and pay a substantial portion of plaintiffs'
attorney fees and costs. A class will be certified for settlement purposes only
and remediation will take approximately 280 days. DIG is seeking proposals for
remediation and testing but DIG cannot predict the cost associated with the
settlement of this matter.

MCV EXPANSION, LLC: Under an agreement entered into with General Electric
Company (GE) in October 2002, MCV Expansion, LLC has a remaining contingent
obligation to GE in the amount of $2.2 million that may become payable in the
fourth quarter of 2004. The agreement provides that this contingent obligation
is subject to a pro rata reduction under a formula based upon certain purchase
orders being entered into with GE by June 30, 2003. MCV Expansion, LLC
anticipates but cannot assure that purchase orders will be executed with GE
sufficient to eliminate contingent obligations of $2.2 million.

FORMER CMS OIL AND GAS OPERATIONS: A Michigan trial judge granted Star Energy,
Inc. and White Pine Enterprises, LLC a declaratory judgment in an action filed
in 1999 that claimed Terra Energy Ltd., a former CMS Oil and Gas subsidiary,
violated an oil and gas lease and other arrangements by failing to drill wells
it had committed to drill. A jury then awarded the plaintiffs a $7.6 million
award. Terra appealed this matter to the Michigan Court of Appeals. The Michigan
Court of Appeals reversed the trial court judgment with respect to the
appropriate measure of damages and remanded the case for a new trial on damages.
The trial judge reinstated the judgment against Terra and awarded Terra title to
the minerals. Terra has appealed this judgment. Enterprises has an indemnity
obligation with regard to losses to Terra that might result from this
litigation.

GASATACAMA: On March 24, 2004, the Argentine Government authorized the
restriction of exports of natural gas to Chile giving priority to domestic
demand in Argentina. This restriction could have a detrimental effect on
GasAtacama's earnings since GasAtacama's gas-fired power plant is located in
Chile and uses Argentine gas for fuel. On April 21, 2004, Argentina and Bolivia
signed an agreement in which Bolivian gas producers agreed to supply natural gas
to Argentina for six months. Bolivian gas began flowing to Argentina in mid-June
and will continue to flow through October 2004. The government of Argentina has
also approved an agreement with Argentine producers that should help solve
Argentina's long-term gas shortage problems. Additionally, on May 11, 2004, the
Argentine Government announced the creation of a state-owned and operated energy
company, which intends to make investments in domestic natural gas and
electricity infrastructure projects. Currently, management of GasAtacama is
working with government officials of Chile and Argentina, as well as meeting
with its electricity customers and gas producers, to attempt to mitigate the
impact of this situation. At this point, it is not possible to predict the
outcome of these events and their effect on the earnings of GasAtacama.

ARGENTINA ECONOMIC SITUATION: In January 2002, the Republic of Argentina enacted
the Public Emergency and Foreign Exchange System Reform Act. This law repealed
the fixed exchange rate of one U.S. dollar to one Argentine peso, converted all
dollar-denominated utility tariffs and energy contract obligations into pesos at
the same one-to-one exchange rate, and directed the President of Argentina to
renegotiate such tariffs.

                                     CMS-78

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                                                          CMS Energy Corporation

Effective April 30, 2002, we adopted the Argentine peso as the functional
currency for our Argentine investments. We had used previously the U.S. dollar
as the functional currency. As a result, we translated the assets and
liabilities of our Argentine entities into U.S. dollars using an exchange rate
of 3.45 pesos per U.S. dollar, and recorded an initial charge to the Foreign
Currency Translation component of stockholders' equity of $400 million.

While we cannot predict future peso-to-U.S. dollar exchange rates, we do expect
that these non-cash charges reduce substantially the risk of further material
balance sheet impacts when combined with anticipated proceeds from international
arbitration currently in progress, political risk insurance, and the eventual
sale of these assets. At June 30, 2004, the net foreign currency loss due to the
unfavorable exchange rate of the Argentine peso recorded in the Foreign Currency
Translation component of stockholders' equity using an exchange rate of 2.97
pesos per U.S. dollar was $263 million. This amount also reflects the effect of
recording, at December 31, 2002, U.S. income taxes on temporary differences
between the book and tax bases of foreign investments, including the foreign
currency translation associated with our Argentine investments.

LEONARD FIELD DISPUTE: Pursuant to a Consent Judgment entered in Oakland County,
Michigan Circuit Court in September 2001, CMS Gas Transmission had 18 months to
extract approximately one bcf of pipeline quality natural gas held in the
Leonard Field in Addison Township. The Consent Judgment provided for an
extension of that period upon certain circumstances. CMS Gas Transmission has
complied with the requirements of the Consent Judgment. Addison Township filed a
lawsuit in Oakland County Circuit Court against CMS Gas Transmission in February
2004 alleging the Leonard Field was discharging odors in violation of the
Consent Judgment. Pursuant to a Stipulated Order entered April 1, 2004, CMS Gas
Transmission agreed to certain undertakings to address the odor complaints and
further agreed to temporarily cease operations at the Leonard Field during the
month of April 2004, the last month provided for in the Consent Judgment. Also,
Addison Township was required to grant CMS Gas Transmission an extension to
withdraw its natural gas if certain conditions were met. Addison Township denied
CMS Gas Transmission's request for an extension on April 5, 2004. CMS Gas
Transmission is pursuing its legal remedies and filed a complaint against
Addison Township in June 2004. CMS Gas Transmission cannot predict the outcome
of this matter, and unless an extension is provided, it will be unable to
extract approximately 500,000 mcf of gas remaining in the Leonard Field.

CMS ENSENADA CUSTOMER DISPUTE: Pursuant to a long-term power purchase agreement,
CMS Ensenada sells power and steam to YPF Repsol at the YPF refinery in La
Plata, Argentina. As a result of the so-called "Emergency Laws," payments by YPF
Repsol under the power purchase agreement have been converted to pesos at the
exchange rate of one U.S. dollar to one Argentine peso. Such payments are
currently insufficient to cover CMS Ensenada's operating costs, including
quarterly debt service payments to the Overseas Private Investment Corporation
(OPIC). Enterprises is party to a Sponsor Support Agreement pursuant to which
Enterprises has guaranteed CMS Ensenada's debt service payments to the OPIC up
to an amount which is in dispute, but which Enterprises estimated to be
approximately $9 million at June 30, 2004. Following a payment made to the OPIC
in July 2004, Enterprises now believes this amount to be approximately $7
million.

An interim arrangement, which provided CMS Ensenada with payments under the
power purchase agreement that covered most, but not all, of CMS Ensenada's
operating costs, was agreed to with YPF Repsol in 2002 but expired on December
31, 2003. Efforts to negotiate a new agreement with YPF Repsol have been
unsuccessful.

As a result, CMS Ensenada initiated two legal actions: (1) an ex parte action in
the Argentine commercial

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                                                          CMS Energy Corporation

courts, requesting injunctive relief in the form of a temporary increase in the
payments by YPF Repsol under the power purchase agreement that would allow CMS
Ensenada to continue to operate while seeking a final and permanent resolution;
and (2) an arbitration administered by the International Chamber of Commerce
seeking a ruling that the application of the Emergency Laws to the power
purchase agreement is unconstitutional, or, alternatively, that the arbitral
panel reestablish the economic equilibrium of the power purchase agreement, as
required by the Emergency Laws taking into account that a significant portion of
CMS Ensenada's operating costs are payable in U.S. dollars. In April 2004, the
injunctive relief was granted on appeal, but in an amount lower than requested
by CMS Ensenada. The injunctive relief expired at the end of May, but the court
recently extended the term of relief until the end of the arbitration.

OTHER: Certain CMS Gas Transmission and CMS Generation affiliates in Argentina
received notice from various Argentine provinces claiming stamp taxes and
associated penalties and interest arising from various gas transportation
transactions. Although these claims total approximately $24 million, we believe
the claims are without merit and will continue to contest them vigorously.

CMS Generation does not currently expect to incur significant capital costs at
its power facilities for compliance with current U.S. environmental regulatory
standards.

In addition to the matters disclosed within this Note, Consumers and certain
other subsidiaries of CMS Energy are parties to certain lawsuits and
administrative proceedings before various courts and governmental agencies
arising from the ordinary course of business. These lawsuits and proceedings may
involve personal injury, property damage, contractual matters, environmental
issues, federal and state taxes, rates, licensing, and other matters.

We have accrued estimated losses for certain contingencies discussed within this
Note. Resolution of these contingencies is not expected to have a material
adverse impact on our financial position, liquidity, or results of operations.

                                     CMS-80

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                                                          CMS Energy Corporation

4: FINANCINGS AND CAPITALIZATION

Long-term debt is summarized as follows:

<TABLE>
<CAPTION>

                                                                                    In Millions
- -----------------------------------------------------------------------------------------------
                                                              June 30, 2004   December 31, 2003
- -----------------------------------------------------------------------------------------------
<S>                                                           <C>             <C>
CMS ENERGY CORPORATION
        Senior notes                                          $       2,063   $           2,063
        General term notes                                              236                 496
        Extendible tenor rate adjusted securities and other             186                 187
                                                              -------------   -----------------
                  Total - CMS Energy Corporation                      2,485               2,746
                                                              -------------   -----------------
CONSUMERS ENERGY COMPANY
        First mortgage bonds                                          1,483               1,483
        Senior notes                                                  1,254               1,254
        Bank debt and other                                             468                 469
        Securitization bonds                                            412                 426
        FMLP debt                                                       411                   -
                                                              -------------   -----------------
                  Total - Consumers Energy Company                    4,028               3,632
                                                              -------------   -----------------
OTHER SUBSIDIARIES                                                      200                 191
                                                              -------------   -----------------
Principal amounts outstanding                                         6,713               6,569
        Current amounts                                                (860)               (509)
        Net unamortized discount                                        (37)                (40)
- -----------------------------------------------------------------------------------------------
Total consolidated long-term debt                             $       5,816   $           6,020
===============================================================================================
</TABLE>

FMLP DEBT: We consolidate the FMLP in accordance with Revised FASB
Interpretation No. 46. At June 30, 2004, long-term debt of the FMLP consists of:

<TABLE>
<CAPTION>
                                                       In Millions
- ------------------------------------------------------------------
                                                 Maturity     2004
- ------------------------------------------------------------------
<S>                                              <C>          <C>
11.75% subordinated secured notes                  2005       $185
13.25% subordinated secured notes                  2006         75
6.875% tax-exempt subordinated secured notes       2009        137
6.75% tax-exempt subordinated secured notes        2009         14
- ------------------------------------------------------------------
              Total amount outstanding                        $411
==================================================================
</TABLE>

The FMLP debt is essentially project debt secured by certain assets of the MCV
Partnership and the FMLP. The debt is non-recourse to other assets of CMS Energy
and Consumers.

DEBT MATURITIES: At June 30, 2004, the aggregate annual maturities for long-term
debt for the six months ending December 31, 2004 and the next four years are:

<TABLE>
<CAPTION>
                                          In Millions
- -----------------------------------------------------
                             Payments Due
- -----------------------------------------------------
                 2004    2005    2006   2007    2008
- ----------------------------------------------------
<S>              <C>     <C>     <C>    <C>    <C>
Long-term debt   $342    $789    $549   $550   $1,053
=====================================================
</TABLE>

                                     CMS-81

<PAGE>

                                                          CMS Energy Corporation

REGULATORY AUTHORIZATION FOR FINANCINGS: Effective July 1, 2004, Consumers
received new FERC authorization to issue or guarantee up to $1.1 billion of
short-term securities and up to $1.1 billion of short-term first mortgage bonds
as collateral for such short-term securities. Effective July 1, 2004, Consumers
received new FERC authorization to issue up to $1 billion of long-term
securities for refinancing or refunding purposes, $1.5 billion of long-term
securities for general corporate purposes, and $2.5 billion of long-term first
mortgage bonds to be issued solely as collateral for other long-term securities.

SHORT-TERM FINANCINGS: At June 30, 2004, CMS Energy had a $190 million secured
revolving credit facility with banks and a $185 million cash-collateralized
letter of credit facility with banks. At June 30, 2004, all of the $190 million
is available for general corporate purposes and $17 million is available for
letters of credit. At June 30, 2004, Consumers had a $400 million secured
revolving credit facility with banks. At June 30, 2004, $24 million of letters
of credit are issued and outstanding under this facility and $376 million is
available for general corporate purposes, working capital, and letters of
credit. The MCV Partnership had a $50 million working capital facility
available.

As of August 3, 2004, CMS Energy obtained an amended and restated $300 million
secured revolving credit facility to replace both the $190 million and the $185
million facilities. As of August 3, 2004, Consumers obtained an amended and
restated $500 million secured revolving credit facility to replace their $400
million facility. The amended facilities carry three-year terms and provide for
lower interest rates.

FIRST MORTGAGE BONDS: Consumers secures its first mortgage bonds by a mortgage
and lien on substantially all of its property. Its ability to issue and sell
securities is restricted by certain provisions in the first mortgage bond
indenture, its articles of incorporation, and the need for regulatory approvals
under federal law.

CAPITAL AND FINANCE LEASE OBLIGATIONS: Our capital leases are comprised mainly
of leased service vehicles and office furniture. As of June 30, 2004, capital
lease obligations totaled $64 million. In order to obtain permanent financing
for the MCV Facility, the MCV Partnership entered into a sale and lease back
agreement with a lessor group, which includes the FMLP, for substantially all of
the MCV Partnership's fixed assets. In accordance with SFAS No. 98, the MCV
Partnership accounted for the transaction as a financing arrangement. As of June
30, 2004, finance lease obligations totaled $317 million, which represents the
third-party portion of the MCV Partnership's finance lease obligation.

SALE OF ACCOUNTS RECEIVABLE: Under a revolving accounts receivable sales
program, we currently sell certain accounts receivable to a wholly owned,
consolidated, bankruptcy remote special purpose entity. In turn, the special
purpose entity may sell an undivided interest in up to $325 million of the
receivables. We sold no receivables at June 30, 2004 and we sold $50 million at
June 30, 2003. The Consolidated Balance Sheets exclude these sold amounts from
accounts receivable. We continue to service the receivables sold. The purchaser
of the receivables has no recourse against our other assets for failure of a
debtor to pay when due and the purchaser has no right to any receivables not
sold. No gain or loss has been recorded on the receivables sold and we retain no
interest in the receivables sold.

Certain cash flows received from and paid to us under our accounts receivable
sales program are shown below:

<TABLE>
<CAPTION>
                                                                          In Millions
- -------------------------------------------------------------------------------------
Six Months Ended June 30                                               2004     2003
- -------------------------------------------------------------------------------------
<S>                                                                  <C>       <C>
Proceeds from sales (remittance of collections) under the program    $  (297)  $ (275)
Collections reinvested under the program                             $ 2,645   $2,459
=====================================================================================
</TABLE>

                                     CMS-82

<PAGE>

                                                          CMS Energy Corporation

DIVIDEND RESTRICTIONS: Under the provisions of its articles of incorporation, at
June 30, 2004, Consumers had $396 million of unrestricted retained earnings
available to pay common stock dividends. However, covenants in Consumers' debt
facilities cap common stock dividend payments at $300 million in a calendar
year. Consumers is also under an annual dividend cap of $190 million imposed by
the MPSC during the current interim gas rate relief period. For the six months
ended June 30, 2004, CMS Energy received $105 million of common stock dividends
from Consumers.

Our amended and restated $300 million secured revolving credit facility
restricts payments of dividends on our common stock during a 12-month period to
$75 million, dependent on the aggregate amounts of unrestricted cash and unused
commitments under the facility.

For additional details on the cap on common stock dividends payable during the
current interim gas rate relief period, see Note 3, Uncertainties, "Consumers'
Gas Utility Rate Matters - 2003 Gas Rate Case."

FASB INTERPRETATION NO. 45, GUARANTOR'S ACCOUNTING AND DISCLOSURE REQUIREMENTS
FOR GUARANTEES, INCLUDING INDIRECT GUARANTEES OF INDEBTEDNESS OF OTHERS: This
Interpretation became effective January 2003. It describes the disclosure to be
made by a guarantor about its obligations under certain guarantees that it has
issued. At the beginning of a guarantee, it requires a guarantor to recognize a
liability for the fair value of the obligation undertaken in issuing the
guarantee. The initial recognition and measurement provision of this
Interpretation does not apply to some guarantee contracts, such as warranties,
derivatives, or guarantees between either parent and subsidiaries or
corporations under common control, although disclosure of these guarantees is
required. For contracts that are within the recognition and measurement
provision of this Interpretation, the provisions were to be applied to
guarantees issued or modified after December 31, 2002.

The following table describes our guarantees at June 30, 2004:

<TABLE>
<CAPTION>
                                                                                            In Millions
- -------------------------------------------------------------------------------------------------------
                                             Issue    Expiration     Maximum    Carrying    Recourse
Guarantee Description                        Date       Date       Obligation   Amount(b)  Provision(c)
- -------------------------------------------------------------------------------------------------------
<S>                                         <C>       <C>          <C>          <C>        <C>
Indemnifications from asset sales and
   other agreements(a)                      Various    Various     $    1,147   $      4   $         -
Letters of credit                           Various    Various            235          -             -
Surety bonds and other indemnifications     Various    Various             28          -             -
Other guarantees                            Various    Various            199          -             -
Nuclear insurance retrospective premiums    Various    Various            134          -             -
=======================================================================================================
</TABLE>

(a) The majority of this amount arises from routine provisions in stock and
asset sales agreements under which we indemnify the purchaser for losses
resulting from events such as failure of title to the assets or stock sold by us
to the purchaser. We believe the likelihood of a loss for any remaining
indemnifications to be remote.

(b) The carrying amount represents the fair market value of guarantees and
indemnities recorded on our balance sheet that are entered into subsequent to
January 1, 2003.

(c) Recourse provision indicates the approximate recovery from third parties
including assets held as collateral.

                                     CMS-83

<PAGE>

                                                          CMS Energy Corporation

The following table provides additional information regarding our guarantees:

<TABLE>
<CAPTION>
                                                                   Events That Would Require
Guarantee Description              How Guarantee Arose             Performance
- -------------------------------------------------------------------------------------------------
<S>                                <C>                             <C>
Indemnifications from asset        Stock and asset sales           Findings of misrepresentation,
sales and other agreements         agreements                      breach of warranties, and
                                                                   other specific events or
                                                                   circumstances
Standby letters of credit          Normal operations of coal       Noncompliance with
                                   power plants                    environmental regulations
                                   Self-insurance requirement      Nonperformance
Surety bonds                       Normal operating activity,      Nonperformance
                                   permits and license
Other guarantees                   Normal operating activity       Nonperformance or non-payment
                                                                   by a subsidiary under a
                                                                   related contract
Nuclear insurance retrospective    Normal operations of nuclear    Call by NEIL and
premiums                           plants                          Price-Anderson Act for nuclear
                                                                   incident
==================================================================================================
</TABLE>

We have entered into typical tax indemnity agreements in connection with a
variety of transactions including transactions for the sale of subsidiaries and
assets, equipment leasing, and financing agreements. These indemnity agreements
generally are not limited in amount and, while a maximum amount of exposure
cannot be identified, the probability of liability is considered remote.

We have guaranteed payment of obligations through letters of credit,
indemnities, surety bonds, and other guarantees of unconsolidated affiliates and
related parties of $462 million as of June 30, 2004. We monitor and approve
these obligations and believe it is unlikely that we would be required to
perform or otherwise incur any material losses associated with the above
obligations. The off-balance sheet commitments expire as follows:

<TABLE>
<CAPTION>
Commercial Commitments                                             In Millions
- ------------------------------------------------------------------------------
                                         Commitment Expiration
- ------------------------------------------------------------------------------
                                                                      2009 and
                           Total   2004   2005   2006   2007   2008    Beyond
- ------------------------------------------------------------------------------
<S>                        <C>     <C>    <C>    <C>    <C>    <C>     <C>
Off-balance sheet:
 Guarantees                $ 199   $  6   $ 36   $  5   $  -   $  -    $  152
 Surety bonds and other       28      1      -      -      -      -        27
    indemnifications (a)
 Letters of Credit (b)       235     23    184      5      5      5        13
- -----------------------------------------------------------------------------
Total                      $ 462   $ 30   $220   $ 10   $  5   $  5    $  192
=============================================================================
</TABLE>

(a) The surety bonds are continuous in nature. The need for the bonds is
determined on an annual basis.

(b) At June 30, 2004, we had $169 million of cash held as collateral for letters
of credit. The cash that collateralizes the letters of credit is included in
Restricted cash on the Consolidated Balance Sheets.

CONTINGENTLY CONVERTIBLE SECURITIES: At June 30, 2004, we have contingently
convertible debt and equity securities outstanding. The significant terms of
these securities are as follows:

Convertible Senior Notes: Our $150 million 3.375 percent convertible senior
notes are putable to CMS Energy by the note holders at par on July 15, 2008,
July 15, 2013 and July 15, 2018. The notes are convertible to Common Stock at
the option of the holder if the price of our Common Stock remains at or

                                     CMS-84

<PAGE>

                                                          CMS Energy Corporation

above $12.81 per share for 20 of 30 consecutive trading days ending on the last
trading day of a quarter. The $12.81 price per share may be adjusted if there is
a payment or distribution to our Common Stockholders. If conversion were to
occur, the notes would be converted into 14.1 million shares of Common Stock
based on the initial conversion rate.

Convertible Preferred Stock: Our $250 million 4.50 percent cumulative
convertible perpetual preferred stock has a liquidation value of $50.00 per
share. The security is convertible to Common Stock at the option of the holder
if the price of our Common Stock remains at or above $11.87 per share for 20 of
30 consecutive trading days ending on the last trading day of a quarter. On or
after December 5, 2008, we may cause the Preferred Stock to convert into Common
Stock if the closing price of our Common Stock remains at or above $12.86 for 20
of any 30 consecutive trading days. The $11.87 and $12.86 prices per share may
be adjusted if there is a payment or distribution to our Common Stockholders. If
conversion were to occur, the securities would be converted into 25.3 million
shares of Common Stock based on the initial conversion rate.

5: EARNINGS PER SHARE AND DIVIDENDS

The following table presents the basic and diluted earnings per share
computations.

<TABLE>
<CAPTION>
                                                              In Millions, Except Per Share Amounts
- ---------------------------------------------------------------------------------------------------
                                                                                         Restated
Three Months Ended June 30                                             2004                2003
- ---------------------------------------------------------------------------------------------------
<S>                                                                   <C>                <C>
EARNINGS ATTRIBUTABLE TO COMMON STOCK:
  Income (Loss) from Continuing Operations                            $    19               $   (12)
  Less Preferred Dividends                                                 (3)                    -
                                                                      -----------------------------
  Income (Loss) from Continuing Operations attributable
          to Common Stock - Basic                                     $    16               $   (12)
  Add conversion of Trust Preferred Securities (net of tax)                 -(a)                  -(a)
                                                                      -----------------------------
  Income (Loss) from Continuing Operations attributable
          to Common Stock - Diluted                                   $    16               $   (12)
                                                                      =============================
AVERAGE COMMON SHARES OUTSTANDING
 APPLICABLE TO BASIC AND DILUTED EPS
  CMS Energy:
    Average Shares - Basic                                              161.2                 144.1
    Add conversion of Trust Preferred Securities                            -(a)                  -(a)
    Add dilutive Stock Options and Warrants                               0.5(b)                  -(b)
                                                                      -----------------------------
    Average Shares - Diluted                                            161.7                 144.1
                                                                      =============================
EARNINGS (LOSS) PER AVERAGE COMMON SHARE
 ATTRIBUTABLE TO COMMON STOCK
        Basic                                                         $  0.10               $ (0.08)
        Diluted                                                       $  0.10               $ (0.08)
===================================================================================================
</TABLE>

                                     CMS-85
<PAGE>

                                                          CMS Energy Corporation

<TABLE>
<CAPTION>
                                                                      In Millions, Except Per Share Amounts
- -----------------------------------------------------------------------------------------------------------
                                                                                                  Restated
Six Months Ended June 30                                                   2004                     2003
- -----------------------------------------------------------------------------------------------------------
<S>                                                                       <C>                     <C>
EARNINGS ATTRIBUTABLE TO COMMON STOCK:
  Income from Continuing Operations                                       $   17                     $   63
  Less Preferred Dividends                                                    (6)                         -
                                                                          ---------------------------------
  Income from Continuing Operations attributable
          to Common Stock - Basic                                         $   11                     $   63
  Add conversion of Trust Preferred Securities (net of tax)                    -(a)                       5(a)
                                                                          ---------------------------------
  Income from Continuing Operations attributable
          to Common Stock - Diluted                                       $   11                     $   68
                                                                          =================================

AVERAGE COMMON SHARES OUTSTANDING
 APPLICABLE TO BASIC AND DILUTED EPS
  CMS Energy:
    Average Shares - Basic                                                 161.2                      144.1
    Add conversion of Trust Preferred Securities                               -(a)                    16.6(a)
    Add dilutive Stock Options and Warrants                                  0.5(b)                       -(b)
                                                                          ---------------------------------
    Average Shares - Diluted                                               161.7                      160.7
                                                                          =================================
EARNINGS PER AVERAGE COMMON SHARE
 ATTRIBUTABLE TO COMMON STOCK
        Basic                                                             $ 0.07                    $ 0.43
        Diluted                                                           $ 0.07                    $ 0.43
==========================================================================================================
</TABLE>

(a) Due to antidilution, the computation of diluted earnings per share excluded
the conversion of Trust Preferred Securities into 4.2 million shares of Common
Stock and a $2.2 million reduction of interest expense, net of tax, for the
three months ended June 30, 2004 and the three months ended June 30, 2003 and a
$4.3 million reduction of interest expense, net of tax, for the six months ended
June 30 2004 and the six months ended June 30, 2003. Effective July 2001, we can
revoke the conversion rights if certain conditions are met.

(b) Since the exercise price was greater than the average market price of the
Common Stock, options and warrants to purchase 5.4 million and 5.1 million
shares of Common Stock were excluded from the computation of diluted EPS for the
three and six months ended June 30, 2004 and the three and six months ended June
30, 2003, respectively.

Computation of diluted earnings per share for the three months and the six
months ended June 30, 2004 excluded conversion of our $150 million 3.375 percent
convertible senior notes and our 5 million shares of 4.50 percent cumulative
convertible preferred stock. Both are "contingently convertible" securities and,
as of June 30, 2004, none of the stated contingencies have been met. For
additional details on these securities, see Note 4, Financings and
Capitalization.

In January 2003, the Board of Directors suspended the payment of common stock
dividends.

                                     CMS-86

<PAGE>

                                                          CMS Energy Corporation

6: FINANCIAL AND DERIVATIVE INSTRUMENTS

FINANCIAL INSTRUMENTS: The carrying amounts of cash, short-term investments, and
current liabilities approximate their fair values because of their short-term
nature. We estimate the fair values of long-term financial instruments based on
quoted market prices or, in the absence of specific market prices, on quoted
market prices of similar instruments or other valuation techniques. The carrying
amount of all long-term financial instruments, except as shown below,
approximates fair value. Our held-to-maturity investments consist of debt
securities held by the MCV Partnership totaling $140 million as of June 30,
2004. These securities represent funds restricted primarily for future lease
payments and are classified as Other Assets on the Consolidated Balance Sheets.
These investments have original maturity dates of approximately one year or less
and, because of their short maturities, their carrying amounts approximate their
fair values. For additional details, see Note 1, Corporate Structure and
Accounting Policies.

<TABLE>
<CAPTION>
                                                                                                                      In Millions
- ---------------------------------------------------------------------------------------------------------------------------------
June 30                                                          2004                                       2003
- ---------------------------------------------------------------------------------------------------------------------------------
                                                                 Fair       Unrealized                      Fair       Unrealized
                                                   Cost         Value       Gain(Loss)        Cost          Value         Gain
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                               <C>           <C>         <C>              <C>           <C>         <C>
Long-term debt (a)                                $6,676        $6,834        $ (158)        $6,594        $6,813        $ (219)
Long-term debt - related parties (b)                 684           644            40              -             -             -
Trust Preferred Securities (b)                         -             -             -            883           769           114
Available-for-sale securities:
 Nuclear decommissioning (c)                         434           559           125            453           553           100
 SERP                                                 54            66            12             55            61             6
===============================================================================================================================
</TABLE>

(a) Includes a principal amount of $860 million at June 30, 2004 and $532
million at June 30, 2003 relating to current maturities. Settlement of long-term
debt is generally not expected until maturity.

(b) We determined that we are not the primary beneficiary of our trust preferred
security structures. Accordingly, those entities have been deconsolidated as of
December 31, 2003. Company Obligated Trust Preferred Securities totaling $663
million that were previously included in mezzanine equity, have been eliminated
due to deconsolidation and are reflected in Long-term debt - related parties on
the Consolidated Balance Sheets. For additional details, see Note 11,
Implementation of New Accounting Standards. In addition, company obligated Trust
Preferred Securities totaling $220 million have been converted to Common Stock
as of August 2003.

(c) On January 1, 2003, we adopted SFAS No. 143 and began classifying our
unrealized gains and losses on nuclear decommissioning investments as regulatory
liabilities. We previously included the unrealized gains and losses on these
investments in accumulated depreciation.

DERIVATIVE INSTRUMENTS: We are exposed to market risks including, but not
limited to, changes in interest rates, commodity prices, currency exchange
rates, and equity security prices. We manage these risks using established
policies and procedures, under the direction of both an executive oversight
committee consisting of senior management representatives and a risk committee
consisting of business-unit managers. We may use various contracts to manage
these risks including swaps, options, futures and forward contracts.

We intend that any gains or losses on these contracts will be offset by an
opposite movement in the value of the item at risk. Risk management contracts
are classified as either trading or other than trading. These contracts contain
credit risk if the counterparties, including financial institutions and energy

                                     CMS-87

<PAGE>

                                                          CMS Energy Corporation

marketers, fail to perform under the agreements. We minimize such risk by
performing financial credit reviews using, among other things, publicly
available credit ratings of such counterparties.

Contracts used to manage interest rate, foreign currency, and commodity price
risk may be considered derivative instruments that are subject to derivative and
hedge accounting pursuant to SFAS No. 133. If a contract is accounted for as a
derivative instrument, it is recorded in the financial statements as an asset or
a liability, at the fair value of the contract. The recorded fair value of the
contract is then adjusted quarterly to reflect any change in the market value of
the contract, a practice known as marking the contract to market. Changes in the
fair value of a derivative (that is, gains or losses) are reported either in
earnings or accumulated other comprehensive income depending on whether the
derivative qualifies for special hedge accounting treatment.

For derivative instruments to qualify for hedge accounting under SFAS No. 133,
the hedging relationship must be formally documented at inception and be highly
effective in achieving offsetting cash flows or offsetting changes in fair value
attributable to the risk being hedged. If hedging a forecasted transaction, the
forecasted transaction must be probable. If a derivative instrument, used as a
cash flow hedge, is terminated early because it is probable that a forecasted
transaction will not occur, any gain or loss as of such date is immediately
recognized in earnings. If a derivative instrument, used as a cash flow hedge,
is terminated early for other economic reasons, any gain or loss as of the
termination date is deferred and recorded when the forecasted transaction
affects earnings. We use a combination of quoted market prices and mathematical
valuation models to determine fair value of those contracts requiring derivative
accounting. The ineffective portion, if any, of all hedges is recognized in
earnings.

The majority of our contracts are not subject to derivative accounting because
they qualify for the normal purchases and sales exception of SFAS No. 133, or
are not derivatives because there is not an active market for the commodity.
Certain of our electric capacity and energy contracts are not accounted for as
derivatives due to the lack of an active energy market in the state of Michigan,
as defined by SFAS No. 133, and the significant transportation costs that would
be incurred to deliver the power under the contracts to the closest active
energy market at the Cinergy hub in Ohio. If an active market develops in the
future, we may be required to account for these contracts as derivatives. The
mark-to-market impact on earnings related to these contracts could be material
to the financial statements.

Derivative accounting is required for certain contracts used to limit our
exposure to commodity price risk and interest rate risk. The following table
reflects the fair value of all contracts requiring derivative accounting:

                                     CMS-88

<PAGE>

                                                          CMS Energy Corporation

<TABLE>
<CAPTION>
                                                                                                              In Millions
- -------------------------------------------------------------------------------------------------------------------------
June 30                                                         2004                                   2003
- -------------------------------------------------------------------------------------------------------------------------
                                                                Fair      Unrealized                 Fair      Unrealized
Derivative Instruments                             Cost        Value      Gain (Loss)     Cost       Value     Gain (Loss)
- -------------------------------------------------------------------------------------------------------------------------
<S>                                                <C>         <C>        <C>             <C>        <C>       <C>
Other than trading
  Electric - related contracts                     $  -         $  -         $  -         $  8        $  -         $ (8)
  Gas contracts                                       3            6            3            2           1           (1)
  Interest rate risk contracts                        -           (2)          (2)           -           -            -
Derivative contracts associated with
Consumers' investment in the MCV
Partnership:
  Prior to consolidation                              -            -            -            -          20           20
  After consolidation:
    Gas fuel contracts                                -           80           80            -           -            -
    Gas fuel futures, options, and swaps              -           54           54            -           -            -
Trading
  Electric / gas contracts                           (5)          10           15            -          15           15
Derivative contracts associated with
equity investments in:
  Shuweihat                                           -          (19)         (19)           -         (39)         (39)
  Taweelah                                          (35)         (19)          16            -         (36)         (36)
  Jorf Lasfar                                         -          (10)         (10)           -         (14)         (14)
  Other                                               -           (1)          (1)           -          (4)          (4)
=======================================================================================================================
</TABLE>

The fair value of our other than trading derivative contracts is included in
Derivative Instruments, Other Assets, or Other Liabilities on the Consolidated
Balance Sheets. The fair value of our trading derivative contracts is included
in either Price Risk Management Assets or Price Risk Management Liabilities on
the Consolidated Balance Sheets. The fair value of derivative contracts
associated with our equity investments is included in Enterprises Investments on
the Consolidated Balance Sheets. The fair value of derivative contracts
associated with our investment in the MCV Partnership for 2003 is included in
Investments - Midland Cogeneration Venture Limited Partnership on the
Consolidated Balance Sheets.

ELECTRIC CONTRACTS: Our electric utility business uses purchased electric call
option contracts to meet, in part, our regulatory obligation to serve. This
obligation requires us to provide a physical supply of electricity to customers,
to manage electric costs, and to ensure a reliable source of capacity during
peak demand periods.

GAS CONTRACTS: Our gas utility business uses fixed price and index-based gas
supply contracts, fixed price weather-based gas supply call options, fixed price
gas supply call and put options, and other types of contracts, to meet our
regulatory obligation to provide gas to our customers at a reasonable and
prudent cost. Unrealized gains and losses associated with these options are
reported directly in earnings as part of other income, and then directly offset
in earnings and recorded on the balance sheet as a regulatory asset or liability
as part of the GCR process.

INTEREST RATE RISK CONTRACTS: We use interest rate swaps to hedge the risk
associated with forecasted interest payments on variable-rate debt and to reduce
the impact of interest rate fluctuations. Most of our interest rate swaps are
designated as cash flow hedges. As such, we record changes in the fair value of
these contracts in accumulated other comprehensive income unless the swaps are
sold. For interest rate swaps that did not qualify for hedge accounting
treatment, we record changes in the fair value of these

                                     CMS-89

<PAGE>

                                                          CMS Energy Corporation

contracts in Other income.

The following table reflects the outstanding floating-to-fixed interest rates
swaps:

<TABLE>
<CAPTION>
                                                                      In Millions
- ---------------------------------------------------------------------------------
Floating to Fixed                                   Notional    Maturity    Fair
Interest Rate Swaps                                  Amount       Date      Value
- ---------------------------------------------------------------------------------
<S>                                                 <C>         <C>         <C>
June 30, 2004                                        $ 26       2005-2006   $  (2)
June 30, 2003                                           3            2006       -
=================================================================================
</TABLE>

Notional amounts reflect the volume of transactions but do not represent the
amount exchanged by the parties to the financial instruments. Accordingly,
notional amounts do not necessarily reflect our exposure to credit or market
risks. The weighted average interest rate associated with outstanding swaps was
approximately 7.3 percent at June 30, 2004 and 9.0 percent at June 30, 2003.

There was no ineffectiveness associated with any of the interest rate swaps that
qualified for hedge accounting treatment. As of June 30, 2004, we have recorded
an unrealized loss of $1 million, net of tax, in accumulated other comprehensive
income related to interest rate risk contracts accounted for as cash flow
hedges. We expect to reclassify $1 million of this amount as a decrease to
earnings during the next 12 months primarily to offset the variable-rate
interest expense on hedged debt.

Certain equity method investees have issued interest rate swaps to hedge the
risk associated with variable-rate debt, as listed in the table under
"Derivative Instruments" within this Note. These instruments are not included in
this analysis, but can have an impact on financial results. The accounting for
these instruments depends on whether they qualify for cash flow hedge accounting
treatment. The interest rate swap held by Taweelah and certain interest rate
swaps held by Shuweihat do not qualify as cash flow hedges, and therefore, we
record our proportionate share of the change in the fair value of these
contracts in Earnings from Equity Method Investees. The remainder of these
instruments do qualify as cash flow hedges, and we record our proportionate
share of the change in the fair value of these contracts in accumulated other
comprehensive income.

DERIVATIVE CONTRACTS ASSOCIATED WITH CONSUMERS' INVESTMENT IN THE MCV
PARTNERSHIP:

Gas Fuel Contracts: The MCV Partnership uses natural gas fuel contracts to buy
gas as fuel for generation, and to manage gas fuel costs. The MCV Partnership
believes that its long-term natural gas contracts, which do not contain volume
optionality, qualify under SFAS No. 133 for the normal purchases and normal
sales exception. Therefore, these contracts are currently not recognized at fair
value on the balance sheet. Should significant changes in the level of the MCV
Facility operational dispatch or purchases of long-term gas occur, the MCV
Partnership would be required to re-evaluate its accounting treatment for these
long-term gas contracts. This re-evaluation may result in recording
mark-to-market activity on some contracts, which could add to earnings
volatility.

At June 30, 2004, the MCV Partnership had six long-term gas contracts that
contained both an option and forward component. Because of the option component,
these contracts do not qualify for the normal purchases and sales exception and
are accounted for as derivatives, with changes in fair value recorded in
earnings each quarter. The MCV Partnership expects future earnings volatility on
these six contracts, since gains or losses will be recorded on a quarterly basis
during the remaining life of approximately four years for these gas contracts.
For the six months ended June 30, 2004, the MCV Partnership recorded in Fuel for
electric generation a $6 million net gain in earnings associated with these
contracts.

                                     CMS-90

<PAGE>

                                                          CMS Energy Corporation

Gas Fuel Futures, Options, and Swaps: To manage market risks associated with the
volatility of natural gas prices, the MCV Partnership maintains a gas hedging
program. The MCV Partnership enters into natural gas futures contracts, option
contracts, and over-the-counter swap transactions in order to hedge against
unfavorable changes in the market price of natural gas in future months when gas
is expected to be needed. These financial instruments are being used principally
to secure anticipated natural gas requirements necessary for projected electric
and steam sales, and to lock in sales prices of natural gas previously obtained
in order to optimize the MCV Partnership's existing gas supply, storage, and
transportation arrangements.

These financial instruments are accounted for as derivatives under SFAS No. 133.
The contracts that are used to secure anticipated natural gas requirements
necessary for projected electric and steam sales qualify as cash flow hedges
under SFAS No. 133. The MCV Partnership also engages in cost mitigation
activities to offset the fixed charges the MCV Partnership incurs in operating
the MCV Facility. These cost mitigation activities include the use of futures
and options contracts to purchase and/or sell natural gas to maximize the use of
the transportation and storage contracts when it is determined that they will
not be needed for the MCV Facility operation. Although these cost mitigation
activities do serve to offset the fixed monthly charges, these cost mitigation
activities are not considered a normal course of business for the MCV
Partnership and do not qualify as hedges under SFAS No. 133. Therefore, the
mark-to-market gains and losses from these cost mitigation activities are
recorded in earnings each quarter.

For the six months ended June 30, 2004, the MCV Partnership has recorded an
unrealized gain of $24 million in other comprehensive income on those futures
contracts that qualify as cash flow hedges, which resulted in a cumulative net
gain of $55 million in other comprehensive income as of June 30, 2004. This
balance represents natural gas futures, options, and swaps with maturities
ranging from July 2004 to December 2009, of which $34 million of this gain is
expected to be reclassified as an increase to earnings within the next 12
months. As of June 30, 2004, Consumers' pretax proportionate share of the MCV
Partnership's $55 million net gain recorded in other comprehensive income is $27
million, of which $17 million is expected to be reclassified as an increase to
earnings within the next 12 months. In addition, for the six months ended June
30, 2004, the MCV Partnership has recorded a net gain of $16 million in earnings
from hedging activities related to natural gas requirements for the MCV Facility
operations and a net gain of $1 million in earnings from cost mitigation
activities.

TRADING ACTIVITIES: Through December 31, 2002, our wholesale power and gas
trading activities were accounted for under the mark-to-market method of
accounting in accordance with EITF Issue No. 98-10. Effective January 1, 2003,
EITF Issue No. 98-10 was rescinded and replaced by EITF Issue No. 02-03. As a
result, only energy contracts that meet the definition of a derivative under
SFAS No. 133 are to be carried at fair value. The impact of this change was
recognized as a cumulative effect of a change in accounting principle loss of
$23 million, net of tax, for the three month period ended March 31, 2003.

During 2003, we sold a majority of our wholesale natural gas and power-trading
portfolio, and exited the energy services and retail customer choice business.
As a result, our trading activities have been significantly reduced. Our current
activities center around entering into energy contracts that are related to the
activities considered to be an integral part of our ongoing operations. The
intent of holding these energy contracts is to optimize the financial
performance of our owned generating assets and to fulfill contractual
obligations. These contracts are classified as trading activities in accordance
with EITF No. 02-03 and are accounted for using the criteria defined in SFAS No.
133. Energy trading contracts that meet the definition of a derivative are
recorded as assets or liabilities in the financial statements at the fair value
of the contracts. Gains or losses arising from changes in fair value of these
contracts are recognized in earnings as a component of operating revenues in the
period in which the changes occur. Energy trading contracts that do not meet the
definition of a derivative are accounted for as executory

                                     CMS-91

<PAGE>

                                                          CMS Energy Corporation

contracts (i.e., on an accrual basis).

The market prices we use to value our energy trading contracts reflect our
consideration of, among other things, closing exchange and over-the-counter
quotations. In certain contracts, long-term commitments may extend beyond the
period in which market quotations for such contracts are available. Mathematical
models are developed to determine various inputs into the fair value calculation
including price and other variables that may be required to calculate fair
value. Realized cash returns on these commitments may vary, either positively or
negatively, from the results estimated through application of the mathematical
model. Market prices are adjusted to reflect the impact of liquidating our
position in an orderly manner over a reasonable period of time under present
market conditions.

In connection with the market valuation of our energy trading contracts, we
maintain reserves for credit risks based on the financial condition of
counterparties. We also maintain credit policies that management believes will
minimize its overall credit risk with regard to our counterparties.
Determination of our counterparties' credit quality is based upon a number of
factors, including credit ratings, disclosed financial condition, and collateral
requirements. Where contractual terms permit, we employ standard agreements that
allow for netting of positive and negative exposures associated with a single
counterparty. Based on these policies, our current exposures, and our credit
reserves, we do not anticipate a material adverse effect on our financial
position or results of operations as a result of counterparty nonperformance.

FOREIGN EXCHANGE DERIVATIVES: We may use forward exchange and option contracts
to hedge certain receivables, payables, long-term debt, and equity value
relating to foreign investments. The purpose of our foreign currency hedging
activities is to protect the company from the risk associated with adverse
changes in currency exchange rates that could affect cash flow materially. These
contracts would not subject us to risk from exchange rate movements because
gains and losses on such contracts offset losses and gains, respectively, on
assets and liabilities being hedged. At June 30, 2004 and June 30, 2003, we had
no outstanding foreign exchange contracts.

As of June 30, 2004, Taweelah, one of our equity method investees, held a
foreign exchange contract that hedged the foreign currency risk associated with
payments to be made under an operating and maintenance service agreement. This
contract did not qualify as a cash flow hedge; and therefore, we record our
proportionate share of the change in the fair value of the contract in Earnings
from Equity Method Investees.

7: RETIREMENT BENEFITS

We provide retirement benefits to our employees under a number of different
plans, including:

      -     non-contributory, defined benefit Pension Plan,

      -     a cash balance pension plan for certain employees hired after
            June 30, 2003,

      -     benefits to certain management employees under SERP,

      -     health care and life insurance benefits under OPEB,

      -     benefits to a select group of management under EISP, and

      -     a defined contribution 401(k) plan.

Pension Plan: The Pension Plan includes funds for our employees and our
non-utility affiliates, including former Panhandle employees. The Pension Plan's
assets are not distinguishable by company.

                                     CMS-92

<PAGE>

                                                          CMS Energy Corporation

As of June 30, 2004, we have recorded a prepaid pension asset of $398 million,
$20 million of which is in Other current assets on our Consolidated Balance
Sheet.

OPEB: We adopted SFAS No. 106, effective as of the beginning of 1992. Consumers
recorded a liability of $466 million for the accumulated transition obligation
and a corresponding regulatory asset for anticipated recovery in utility rates.
For additional details, see Note 1, Corporate Structure and Accounting Policies,
"Utility Regulation." In 1994, the MPSC authorized recovery of the electric
utility portion of these costs over 18 years and in 1996, the MPSC authorized
recovery of the gas utility portion of these costs over 16 years. We have made
contributions of $33 million to our 401(h) and VEBA trust funds in 2004. We plan
to make additional contributions of $30 million in 2004.

Costs: The following table recaps the costs incurred in our retirement benefits
plans:

<TABLE>
<CAPTION>
                                                                                                       In Millions
- ------------------------------------------------------------------------------------------------------------------
                                                                                         Pension
                                                                      Three Months Ended         Six Months Ended
- ------------------------------------------------------------------------------------------------------------------
June 30                                                                2004         2003         2004         2003
- ------------------------------------------------------------------------------------------------------------------
<S>                                                                    <C>          <C>          <C>          <C>
Service cost                                                           $  9         $  9         $ 19         $ 19
Interest expense                                                         18           18           36           37
Expected return on plan assets                                          (27)         (21)         (54)         (41)
Amortization of:
  Net loss                                                                4            3            7            5
  Prior service cost                                                      2            2            3            4
                                                                       -------------------------------------------
Net periodic pension cost                                              $  6         $ 11         $ 11         $ 24
==================================================================================================================
</TABLE>

<TABLE>
<CAPTION>
                                                                                                      In Millions
- -----------------------------------------------------------------------------------------------------------------
                                                                                          OPEB
                                                                     Three Months Ended         Six Months Ended
- -----------------------------------------------------------------------------------------------------------------
June 30                                                               2004         2003         2004         2003
- -----------------------------------------------------------------------------------------------------------------
<S>                                                                   <C>          <C>          <C>          <C>
Service cost                                                          $  5         $  6         $ 10         $ 11
Interest expense                                                        14           16           29           33
Expected return on plan assets                                         (12)         (10)         (24)         (21)
Amortization of:
  Net loss                                                               3            5            5           10
  Prior service cost                                                    (2)          (2)          (5)          (4)
                                                                      -------------------------------------------
Net periodic postretirement benefit  cost                             $  8         $ 15         $ 15         $ 29
=================================================================================================================
</TABLE>

The Medicare Prescription Drug, Improvement, and Modernization Act of 2003 (the
Act) was signed into law in December 2003. The Act establishes a prescription
drug benefit under Medicare (Medicare Part D) and a federal subsidy, which is
exempt from federal taxation, to sponsors of retiree health care benefit plans
that provide a benefit that is actuarially equivalent to Medicare Part D.

We believe our plan is actuarially equivalent to Medicare Part D and have
incorporated retroactively the effects of the subsidy into our financial
statements as of June 30, 2004 in accordance with FASB Staff Position, No. SFAS
106-2. We remeasured our obligation as of December 31, 2003 to incorporate the
impact of the Act, which resulted in a reduction to the accumulated
postretirement benefit obligation of $158 million. The remeasurement resulted in
a reduction of OPEB cost of $6 million for the three months ended June 30, 2004,
$12 million for the six months ended June 30, 2004, and an expected total
reduction of $24 million for 2004. The reduction of $24 million includes $7
million in capitalized OPEB costs. For additional details, see Note 11,
Implementation of New Accounting Standards.

                                     CMS-93

<PAGE>

                                                          CMS Energy Corporation

8: EQUITY METHOD INVESTMENTS

Where ownership is more than 20 percent but less than a majority, we account for
certain investments in other companies, partnerships and joint ventures by the
equity method of accounting in accordance with APB Opinion No. 18. Net income
from these investments included undistributed earnings of $38 million for the
three months ended June 30, 2004 and $36 million for the three months ended June
30, 2003 and $44 million for the six months ended June 30, 2004 and $69 million
for the six months ended June 30, 2003. The most significant of these
investments is our 50 percent interest in Jorf Lasfar, our 45 percent interest
in SCP, and our 40 percent interest in Taweelah. Summarized income statement
information for our most significant equity method investments is as follows:

Income Statement Data

<TABLE>
<CAPTION>
                                                                                              In Millions
- ---------------------------------------------------------------------------------------------------------
                                                          Jorf
Three Months Ended June 30, 2004                         Lasfar          SCP        Taweelah        Total
- ---------------------------------------------------------------------------------------------------------
<S>                                                      <C>            <C>         <C>             <C>
Operating revenue                                         $ 102         $  18         $  26         $ 146
Operating expenses                                          (56)           (5)          (12)          (73)
                                                          -----------------------------------------------
Operating income                                             46            13            14            73
Other income (expense), net                                 (14)           (5)           33            14
                                                          -----------------------------------------------
Net income                                                $  32         $   8         $  47         $  87
=========================================================================================================
</TABLE>

<TABLE>
<CAPTION>
                                                                                              In Millions
- ---------------------------------------------------------------------------------------------------------
                                                           Jorf
Three Months Ended June 30, 2003                          Lasfar         SCP        Taweelah        Total
- ---------------------------------------------------------------------------------------------------------
<S>                                                       <C>           <C>         <C>             <C>
Operating revenue                                         $  91         $  13         $  25         $ 129
Operating expenses                                          (43)           (4)           (9)          (56)
                                                          -----------------------------------------------
Operating income                                             48             9            16            73
Other expense, net                                           (5)           (5)          (24)          (34)
                                                          -----------------------------------------------
Net income (loss)                                         $  43         $   4         $  (8)        $  39
=========================================================================================================
</TABLE>

Income Statement Data

<TABLE>
<CAPTION>
                                                                                              In Millions
- ---------------------------------------------------------------------------------------------------------
                                                           Jorf
Six Months Ended June 30, 2004                            Lasfar         SCP        Taweelah        Total
- ---------------------------------------------------------------------------------------------------------
<S>                                                       <C>           <C>         <C>             <C>
Operating revenue                                         $ 212         $  37         $  48         $ 297
Operating expenses                                         (121)          (10)          (22)         (153)
                                                          -----------------------------------------------
Operating income                                             91            27            26           144
Other income (expense), net                                 (29)          (12)            8           (33)
                                                          -----------------------------------------------
Net income                                                $  62         $  15         $  34         $ 111
=========================================================================================================
</TABLE>

                                     CMS-94

<PAGE>

                                                          CMS Energy Corporation

<TABLE>
<CAPTION>

                                                                                              In Millions
- ---------------------------------------------------------------------------------------------------------
                                                          Jorf
Six Months Ended June 30, 2003                           Lasfar          SCP        Taweelah        Total
- ---------------------------------------------------------------------------------------------------------
<S>                                                      <C>            <C>         <C>             <C>
Operating revenue                                         $ 181         $  25         $  48         $ 254
Operating expenses                                          (86)           (8)          (18)         (112)
                                                          -----------------------------------------------
Operating income                                             95            17            30           142
Other expense, net                                          (24)           (9)          (26)          (59)
                                                          -----------------------------------------------
Net income                                                $  71         $   8         $   4         $  83
=========================================================================================================
</TABLE>

9: REPORTABLE SEGMENTS

Our reportable segments consist of business units organized and managed by their
products and services. We evaluate performance based upon the net income of each
segment. We operate principally in three reportable segments: electric utility,
gas utility, and enterprises.

The electric utility segment consists of the generation and distribution of
electricity in the state of Michigan through our subsidiary, Consumers. The gas
utility segment consists of regulated activities associated with the
transportation, storage, and distribution of natural gas in the state of
Michigan through our subsidiary, Consumers. The enterprises segment consists of:

      -     investing in, acquiring, developing, constructing, managing, and
            operating non-utility power generation plants and natural gas
            facilities in the United States and abroad, and

      -     providing gas, oil, and electric marketing services to energy users.

The following tables show our financial information by reportable segment. The
"Other" net income segment includes corporate interest and other, discontinued
operations, and the cumulative effect of accounting changes.




<TABLE>
<CAPTION>
REVENUES                                                             In Millions
- --------------------------------------------------------------------------------
                                                                        Restated
Three Months Ended June 30                                    2004        2003
- --------------------------------------------------------------------------------
<S>                                                         <C>         <C>
  Electric utility                                          $  611        $  602
  Gas utility                                                  300           299
  Enterprises                                                  182           225
                                                            --------------------
                                                            $1,093        $1,126
================================================================================
</TABLE>

<TABLE>
<CAPTION>
NET INCOME (LOSS) AVAILABLE TO COMMON STOCK                          In Millions
- --------------------------------------------------------------------------------
                                                                        Restated
Three Months Ended June 30                                    2004        2003
- --------------------------------------------------------------------------------
<S>                                                         <C>         <C>
  Electric utility                                          $  27         $  35
  Gas utility                                                   1             5
  Enterprises                                                  38             8
  Other                                                       (50)         (113)
                                                            -------------------
                                                            $  16         $ (65)
================================================================================
</TABLE>

                                     CMS-95
<PAGE>

                                                          CMS Energy Corporation

<TABLE>
<CAPTION>
REVENUES                                                                      In Millions
- -----------------------------------------------------------------------------------------
                                                                                 Restated
Six Months Ended June 30                                             2004          2003
- -----------------------------------------------------------------------------------------
<S>                                                                 <C>          <C>
  Electric utility                                                  $1,241        $1,252
  Gas utility                                                        1,205         1,088
  Enterprises                                                          401           754
                                                                    --------------------
                                                                    $2,847        $3,094
========================================================================================
</TABLE>

<TABLE>
<CAPTION>
NET INCOME (LOSS) AVAILABLE TO COMMON STOCK                         In Millions
- -------------------------------------------------------------------------------
                                                                       Restated
Six Months Ended June 30                                    2004         2003
- -------------------------------------------------------------------------------
<S>                                                        <C>         <C>
  Electric utility                                         $  75         $  86
  Gas utility                                                 57            59
  Enterprises                                                (23)           29
  Other                                                     (100)         (157)
                                                           -------------------
                                                           $   9         $  17
==============================================================================
</TABLE>

<TABLE>
<CAPTION>
TOTAL ASSETS                                                           In Millions
- ----------------------------------------------------------------------------------
                                                                          Restated
June 30                                                       2004          2003
- ----------------------------------------------------------------------------------
<S>                                                         <C>            <C>
  Electric utility                                          $ 6,935        $ 6,603
  Gas utility                                                 2,886          2,586
  Enterprises                                                 5,030          4,277
  Other                                                         456            473
                                                            ----------------------
                                                            $15,307        $13,939
==================================================================================
</TABLE>

10: ASSET RETIREMENT OBLIGATIONS

SFAS NO. 143: This standard became effective January 2003. It requires companies
to record the fair value of the cost to remove assets at the end of their useful
life, if there is a legal obligation to do so. We have legal obligations to
remove some of our assets, including our nuclear plants, at the end of their
useful lives.

Before adopting this standard, we classified the removal cost of assets included
in the scope of SFAS No. 143 as part of the reserve for accumulated
depreciation. For these assets, the removal cost of $448 million that was
classified as part of the reserve at December 31, 2002, was reclassified in
January 2003, in part, as a:

      -     $364 million ARO liability,

      -     $134 million regulatory liability,

      -     $42 million regulatory asset, and

      -     $7 million net increase to property, plant, and equipment as
            prescribed by SFAS No. 143.

We are reflecting a regulatory asset and liability as required by SFAS No. 71
for regulated entities instead of a cumulative effect of a change in accounting
principle.

The fair value of ARO liabilities has been calculated using an expected present
value technique. This technique reflects assumptions, such as costs, inflation,
and profit margin that third parties would

                                     CMS-96

<PAGE>

                                                          CMS Energy Corporation

consider to assume the settlement of the obligation. Fair value, to the extent
possible, should include a market risk premium for unforeseeable circumstances.
No market risk premium was included in our ARO fair value estimate since a
reasonable estimate could not be made. If a five percent market risk premium
were assumed, our ARO liability would increase by $22 million.

If a reasonable estimate of fair value cannot be made in the period the ARO is
incurred, such as for assets with indeterminate lives, the liability is to be
recognized when a reasonable estimate of fair value can be made. Generally,
transmission and distribution assets have indeterminate lives. Retirement cash
flows cannot be determined and there is a low probability of a retirement date.
Therefore, no liability has been recorded for these assets. Also, no liability
has been recorded for assets that have insignificant cumulative disposal costs,
such as substation batteries. The measurement of the ARO liabilities for
Palisades and Big Rock are based on decommissioning studies that largely utilize
third-party cost estimates.

In addition, in 2003, we recorded an ARO liability for certain pipelines and
non-utility generating plants and a $1 million, net of tax, cumulative effect of
change in accounting for accretion and depreciation expense for ARO liabilities
incurred prior to 2003.

The following tables describe our assets that have legal obligations to be
removed at the end of their useful life:

<TABLE>
<CAPTION>
June 30, 2004                                                                                             In Millions
- ---------------------------------------------------------------------------------------------------------------------
                                                    In Service                                                  Trust
          ARO Description                             Date            Long Lived Assets                         Fund
- ---------------------------------------------------------------------------------------------------------------------
<S>                                                 <C>           <C>                                           <C>
Palisades-decommission plant site                   1972          Palisades nuclear plant                        $495
Big Rock-decommission plant site                    1962          Big Rock nuclear plant                           64
JHCampbell intake/discharge water line              1980          Plant intake/discharge water line                 -
Closure of coal ash disposal areas                  Various       Generating plants coal ash areas                  -
Closure of wells at gas storage fields              Various       Gas storage fields                                -
Indoor gas services equipment relocations           Various       Gas meters located inside structures              -
Closure of gas pipelines                            Various       Gas transmission pipelines                        -
Dismantle natural gas-fired power plant             1997          Gas fueled power plant                            -
=====================================================================================================================
</TABLE>

<TABLE>
<CAPTION>
June 30, 2004                                                                                                          In Millions
- ------------------------------------------------------------------------- --------------------------------------------------------
                                                 ARO Liability                                                                ARO
                                             -------------------                                                Cash Flow  Liability
        ARO Description                      1/1/03     12/31/03        Incurred       Settled     Accretion    Revisions   6/30/04
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>        <C>           <C>              <C>         <C>          <C>        <C>
Palisades-decommission                        $249        $268        $         -        $  -         $ 10        $ 31        $309
Big Rock-decommission                           61          35                  -         (24)           6          22          39
JHCampbell intake line                           -           -                  -           -            -           -           -
Coal ash disposal areas                         51          52                  -          (1)           3           -          54
Wells at gas storage fields                      2           2                  -           -            -           -           2
Indoor gas services relocations                  1           1                  -           -            -           -           1
Closure of gas pipelines (a)                     8           -                  -           -            -           -           -
Natural gas-fired power plant                    1           1                  -           -            1           -           2
                                              ------------------------------------------------------------------------------------
Total                                         $373        $359        $         -        $(25)        $ 20        $ 53        $407
==================================================================================================================================
</TABLE>

(a) ARO Liability was settled in 2003 as a result of the sales of Panhandle and
CMS Field Services.

                                     CMS-97

<PAGE>

                                                          CMS Energy Corporation

The Palisades and Big Rock cash flow revisions resulted from new decommissioning
reports filed with the MPSC in March 2004. For additional details, see Note 3,
Uncertainties, "Other Consumers' Electric Utility Uncertainties - Nuclear Plant
Decommissioning."

Reclassification of certain types of Cost of Removal: Beginning in December
2003, the SEC requires the quantification and reclassification of the estimated
cost of removal obligations arising from other than legal obligations. These
cost of removal obligations have been accrued through depreciation charges. We
estimate that we had $1.016 billion at June 30, 2004 and $950 million at June
30, 2003 of previously accrued asset removal costs related to our regulated
operations arising from other than legal obligations. These obligations, which
were previously classified as a component of accumulated depreciation, are now
classified as regulatory liabilities in the accompanying Consolidated Balance
Sheets.

11:  IMPLEMENTATION OF NEW ACCOUNTING STANDARDS

FASB INTERPRETATION NO. 46, CONSOLIDATION OF VARIABLE INTEREST ENTITIES: The
FASB issued this Interpretation in January 2003. The objective of the
Interpretation is to assist in determining when one party controls another
entity in circumstances where a controlling financial interest cannot be
properly identified based on voting interests. Entities with this characteristic
are considered variable interest entities. The Interpretation requires the party
with the controlling financial interest, known as the primary beneficiary, in a
variable interest entity to consolidate the entity.

On December 24, 2003, the FASB issued Revised FASB Interpretation No. 46. For
entities that have not previously adopted FASB Interpretation No. 46, Revised
FASB Interpretation No. 46 provided an implementation deferral until the first
quarter of 2004. As of and for the quarter ended March 31, 2004, we adopted
Revised FASB Interpretation No. 46 for all entities.

We determined that we are the primary beneficiary of both the MCV Partnership
and the FMLP. We have a 49 percent partnership interest in the MCV Partnership
and a 46.4 percent partnership interest in the FMLP. Consumers is the primary
purchaser of power from the MCV Partnership through a long-term power purchase
agreement. In addition, the FMLP holds a 75.5 percent lessor interest in the MCV
Facility, which results in Consumers holding a 35 percent lessor interest in the
MCV Facility. Collectively, these interests make us the primary beneficiary of
these entities. As such, we consolidated their assets, liabilities, and
activities into our financial statements for the first time as of and for the
quarter ended March 31, 2004. These partnerships have third-party obligations
totaling $728 million at June 30, 2004. Property, plant, and equipment serving
as collateral for these obligations has a carrying value of $1.453 billion at
June 30, 2004. The creditors of these partnerships do not have recourse to the
general credit of CMS Energy.

At December 31, 2003, we determined that we are the primary beneficiary of three
other entities that are determined to be variable interest entities. We have 50
percent partnership interest in the T.E.S. Filer City Station Limited
Partnership, the Grayling Generating Station Limited Partnership, and the
Genesee Power Station Limited Partnership. Additionally, we have operating and
management contracts and are the primary purchaser of power from each
partnership through long-term power purchase agreements. Collectively, these
interests make us the primary beneficiary as defined by the Interpretation.
Therefore, we consolidated these partnerships into our consolidated financial
statements for the first time as of December 31, 2003. These partnerships have
third-party obligations totaling $118 million at June 30, 2004. Property, plant,
and equipment serving as collateral for these obligations has a carrying value
of $169 million as of June 30, 2004. Other than outstanding letters of credit
and guarantees of $5 million, the creditors of these partnerships do not have
recourse to the general credit of CMS Energy.

                                     CMS-98

<PAGE>

                                                          CMS Energy Corporation

We also determined that we are not the primary beneficiary of our trust
preferred security structures. Accordingly, those entities have been
deconsolidated as of December 31, 2003. Company Obligated Trust Preferred
Securities totaling $663 million, that were previously included in mezzanine
equity, have been eliminated due to deconsolidation. As a result of the
deconsolidation, we reflected $684 million of long-term debt - related parties
and reflected an investment in related parties of $21 million.

We are not required to restate prior periods for the impact of this accounting
change.

Additionally, we have variable interest entities in which we are not the primary
beneficiary. FASB Interpretation No. 46 requires us to disclose certain
information about these entities. The chart below details our involvement in
these entities at June 30, 2004:

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
Name (Ownership      Nature of the                   Involvement  Investment Balance       Operating Agreement   Total Generating
   Interest)            Entity           Country        Date        (In Millions)           with CMS Energy          Capacity
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                  <C>               <C>           <C>          <C>                      <C>                   <C>
Taweelah (40%)       Generator         United Arab     1999             $     93           Yes                           777 MW
                                       Emirates

                     Generator -
                     Under
Jubail (25%)         Construction      Saudi Arabia    2001             $      -           Yes                           250 MW

                     Generator -
                     Under             United Arab
Shuweihat (20%)      Construction      Emirates        2001             $    (16)(a)       Yes                         1,500 MW
- -------------------------------------------------------------------------------------------------------------------------------
Total                                                                   $     77                                       2,527 MW
================================================================================================================================
</TABLE>

(a) At June 30, 2004, we carried a negative investment in Shuweihat. The balance
is comprised of our investment of $3 million reduced by our proportionate share
of the negative fair value of derivative instruments of $19 million. We are
required to record the negative investment due to our future commitment to make
an equity investment in Shuweihat.

Our maximum exposure to loss through our interests in these variable interest
entities is limited to our investment balance of $77 million, and letters of
credit, guarantees, and indemnities relating to Taweelah and Shuweihat totaling
$129 million. Included in that total is a letter of credit relating to our
required initial investment in Shuweihat of $70 million. We plan to contribute
our initial investment when the project becomes commercially operational in
2004.

FASB STAFF POSITION, NO. SFAS 106-2, ACCOUNTING AND DISCLOSURE REQUIREMENTS
RELATED TO THE MEDICARE PRESCRIPTION DRUG, IMPROVEMENT, AND MODERNIZATION ACT OF
2003: The Medicare Prescription Drug, Improvement, and Modernization Act of 2003
(the Act) was signed into law in December 2003. The Act establishes a
prescription drug benefit under Medicare (Medicare Part D) and a federal
subsidy, which is exempt from federal taxation, to sponsors of retiree health
care benefit plans that provide a benefit that is actuarially equivalent to
Medicare Part D. At December 31, 2003, we elected a one-time deferral of the
accounting for the Act, as permitted by FASB Staff Position, No. SFAS 106-1.

The final FASB Staff Position, No. SFAS 106-2 supersedes FASB Staff Position,
No. SFAS 106-1 and provides further accounting guidance. FASB Staff Position,
No. SFAS 106-2 states that for plans that are

                                     CMS-99

<PAGE>

                                                          CMS Energy Corporation

actuarially equivalent to Medicare Part D, employers' measures of accumulated
postretirement benefit obligations and postretirement benefit costs should
reflect the effects of the Act.

We believe our plan is actuarially equivalent to Medicare Part D and have
incorporated retroactively the effects of the subsidy into our financial
statements as of June 30, 2004, in accordance with FASB Staff Position, No. SFAS
106-2. We remeasured our obligation as of December 31, 2003 to incorporate the
impact of the Act, which resulted in a reduction to the accumulated
postretirement benefit obligation of $158 million. The remeasurement resulted in
a reduction of OPEB cost of $6 million for the three months ended June 30, 2004,
$12 million for the six months ended June 30, 2004, and an expected total
reduction of $24 million for 2004. Consumers capitalizes a portion of OPEB cost
in accordance with regulatory accounting. As such, the remeasurement resulted in
a net reduction of OPEB expense of $4 million, or $0.03 per share, for the three
months ended June 30, 2004, $9 million, or $0.05 per share, for the six months
ended June 30, 2004, and an expected total net expense reduction of $17 million
for 2004.

EITF NO. 03-6, PARTICIPATING SECURITIES AND THE TWO-CLASS METHOD UNDER SFAS NO.
128: EITF No. 03-6, effective June 30, 2004, addresses the treatment of
participating securities in earnings per share calculations. This EITF defines
participating securities and describes their treatment using a two-class method
of calculating earnings per share. Since we have not issued any participating
securities, as defined by EITF No. 03-6 and SFAS No. 128, there was no impact on
earnings per share upon adoption.

                                    CMS-100

<PAGE>

                                                        Consumers Energy Company

                            CONSUMERS ENERGY COMPANY
                      MANAGEMENT'S DISCUSSION AND ANALYSIS

In this MD&A, Consumers Energy, which includes Consumers Energy Company and all
of its subsidiaries, is at times referred to in the first person as "we," "our"
or "us."

EXECUTIVE OVERVIEW

Consumers, a subsidiary of CMS Energy, a holding company, is a combination
electric and gas utility company that provides service to customers in
Michigan's Lower Peninsula. Our customer base includes a mix of residential,
commercial, and diversified industrial customers, the largest segment of which
is the automotive industry.

We manage our business by the nature and services each provides and operate
principally in two business segments: electric utility and gas utility. Our
electric utility operations include the generation, purchase, distribution, and
sale of electricity. Our gas utility operations include the purchase,
transportation, storage, distribution, and sale of natural gas.

We earn our revenue and generate cash from operations by providing electric and
natural gas services, electric power generation, gas transmission and storage,
and other energy related services. Our businesses are affected by weather,
especially during the traditional heating and cooling seasons, economic
conditions, regulation and regulatory issues, interest rates, our debt credit
rating, and energy commodity prices.

Our strategy involves rebuilding our balance sheet and refocusing on our core
strength: superior utility operation and service. Over the next few years, we
expect this strategy to improve our debt ratings, grow earnings at a mid-single
digit rate, and position the company to make new investments.

Despite strong financial and operational performance in 2003, we face important
challenges in the future. We continue to lose industrial and commercial
customers to alternative electric suppliers without receiving compensation for
stranded costs caused by the lost sales. As of July 2004, we have lost 858 MW or
11 percent of our electric load to these alternative electric suppliers. Based
on current trends, we predict load loss by year-end to be in the range of 900 MW
to 1,100 MW.  However, no assurance can be made that the actual load loss will
not be greater or less than that range. Existing state legislation encourages
competition and provides for recovery of stranded costs, but the MPSC has not
yet authorized stranded cost recovery. We continue to seek resolution of this
issue. In July 2004, several bills were introduced into the Michigan Senate that
could change Michigan's Customer Choice Act.

Further, higher natural gas prices have harmed the economics of the MCV
Partnership and we are seeking approval from the MPSC to change the way the
facility is used. Our proposal would reduce gas consumption by an estimated 30
to 40 bcf per year while improving the MCV Partnership's financial performance
with no change to customer rates. A portion of the benefits from the proposal
will support additional renewable resource development in Michigan. Resolving
the issue is critical for our shareowners and customers.

Our gas business faces market and regulatory uncertainties relating to gas
costs. We attempt to minimize these uncertainties by fully recovering what we
spend to purchase the gas through the GCR process. We currently have a GCR year
2003-2004 reconciliation on file with the MPSC.
                                     CE-1

<PAGE>

                                                        Consumers Energy Company

We are focused on further reducing our business, financial, and regulatory
risks, while growing the equity base of our company. Finally, we are planning to
devote more attention to improving business growth. Our business plan is
targeted at predictable earnings growth. The result of these efforts will be a
strong, reliable utility company that will be poised to take advantage of
opportunities for further growth.

CONSOLIDATION OF THE MCV PARTNERSHIP AND THE FMLP

Under Revised FASB Interpretation No. 46, we are the primary beneficiary of the
MCV Partnership and the FMLP. As a result, we have consolidated the assets,
liabilities, and activities of these entities into our financial statements as
of and for the three and six months ended June 30, 2004. These entities are
reported as equity method investments in our financial statements as of and for
the three and six months ended June 30, 2003. Therefore, the consolidation of
these entities had no impact on our consolidated net income for the three and
six months ended June 30, 2004. For additional details, see Note 7,
Implementation of New Accounting Standards.

FORWARD-LOOKING STATEMENTS AND RISK FACTORS

This Form 10-Q and other written and oral statements that we make contain
forward-looking statements as defined in Rule 3b-6 of the Securities Exchange
Act of 1934, as amended, Rule 175 of the Securities Act of 1933, as amended, and
relevant legal decisions. Our intention with the use of words such as "may,"
"could," "anticipates," "believes," "estimates," "expects," "intends," "plans,"
and other similar words is to identify forward-looking statements that involve
risk and uncertainty. We designed this discussion of potential risks and
uncertainties to highlight important factors that may impact our business and
financial outlook. We have no obligation to update or revise forward-looking
statements regardless of whether new information, future events, or any other
factors affect the information contained in the statements. These
forward-looking statements are subject to various factors that could cause our
actual results to differ materially from the results anticipated in these
statements. Such factors include our inability to predict and/or control:

      -     capital and financial market conditions, including the current price
            of CMS Energy Common Stock and the effect of such market conditions
            on the Pension Plan, interest rates and availability of financing to
            Consumers, CMS Energy, or any of their affiliates and the energy
            industry,

      -     ability to access the capital markets successfully,

      -     market perception of the energy industry, Consumers, CMS Energy, or
            any of their affiliates,

      -     credit ratings of Consumers, CMS Energy, or any of their affiliates,

      -     factors affecting utility and diversified energy operations such as
            unusual weather conditions, catastrophic weather-related damage,
            unscheduled generation outages, maintenance or repairs,
            environmental incidents, or electric transmission or gas pipeline
            system constraints,

      -     international, national, regional, and local economic, competitive,
            and regulatory policies, conditions and developments,

                                     CE-2

<PAGE>

                                                        Consumers Energy Company

      -     adverse regulatory or legal decisions, including environmental laws
            and regulations,

      -     the impact of adverse natural gas prices on the MCV Partnership
            investment, regulatory decisions concerning the MCV Partnership RCP,
            and regulatory decisions that limit our recovery of capacity and
            fixed energy payments,

      -     federal regulation of electric sales and transmission of electricity
            including re-examination by federal regulators of our market-based
            sales authorizations in wholesale power markets without price
            restrictions, and proposals by the FERC to change the way public
            utilities and natural gas companies, and their subsidiaries and
            affiliates, interact with each other,

      -     energy markets, including the timing and extent of unanticipated
            changes in commodity prices for oil, coal, natural gas, natural gas
            liquids, electricity, and certain related products due to lower or
            higher demand, shortages, transportation problems, or other
            developments,

      -     potential disruption or interruption of facilities or operations due
            to accidents or terrorism, and the ability to obtain or maintain
            insurance coverage for such events,

      -     nuclear power plant performance, decommissioning, policies,
            procedures, incidents, and regulation, including the availability of
            spent nuclear fuel storage,

      -     technological developments in energy production, delivery, and
            usage,

      -     achievement of capital expenditure and operating expense goals,

      -     changes in financial or regulatory accounting principles or
            policies,

      -     outcome, cost, and other effects of legal and administrative
            proceedings, settlements, investigations and claims,

      -     limitations on our ability to control the development or operation
            of projects in which our subsidiaries have a minority interest,

      -     disruptions in the normal commercial insurance and surety bond
            markets that may increase costs or reduce traditional insurance
            coverage, particularly terrorism and sabotage insurance and
            performance bonds,

      -     other business or investment considerations that may be disclosed
            from time to time in Consumers' or CMS Energy's SEC filings, or in
            other publicly issued written documents, and

      -     other uncertainties that are difficult to predict, and many of which
            are beyond our control.

                                     CE-3

<PAGE>

                                                        Consumers Energy Company

RESULTS OF OPERATIONS

NET INCOME AVAILABLE TO COMMON STOCKHOLDER

<TABLE>
<CAPTION>
                                                                    In Millions
- -------------------------------------------------------------------------------
June 30                                              2004      2003     Change
- -------------------------------------------------------------------------------
<S>                                                  <C>       <C>      <C>
Three months ended                                   $ 23      $ 40      $(17)
Six months ended                                     $128      $139      $(11)
===============================================================================
</TABLE>

2004 COMPARED TO 2003: For the three months ended June 30, 2004, our net income
decreased $17 million versus the same period in 2003 primarily due to higher
MSBT expense, a reduction in electric and gas revenues, and decreased earnings
from our investment in the MCV Partnership. Increased MSBT expense lowered net
income by $12 million due to a 2003 reduction to reflect CMS Energy receiving
approval to file consolidated tax returns for the years 2000 and 2001. These
returns were filed during the second quarter of 2003. Decreased electric
delivery revenues further reduced net income by $7 million primarily due to
tariff revenue reductions and the continued loss of commercial and industrial
customers switching to alternative electric suppliers as allowed by the Customer
Choice Act. Decreased gas delivery revenues due to warmer weather further
reduced net income by $5 million. Also contributing to the decline in net income
were lower earnings from the MCV Partnership, reducing net income $4 million.
The reduction in the MCV Partnership earnings reflects an increase in
non-recoverable fuel costs incurred at the MCV Facility and a decrease in the
fair value of certain long-term gas contracts.

Partially offsetting these reductions to net income were $10 million in benefits
primarily relating to reduced depreciation expense and additional interest
income. The Customer Choice Act authorized us to defer electric depreciation on
the excess of capital expenditures over our depreciation base and recognize
interest income on the excess capital expenditures. Gas depreciation expense
also declined in the second quarter of 2004 due to the interim MPSC gas rate
order issued in December 2003.

For the six months ended June 30, 2004, our net income decreased $11 million
versus the same period in 2003. Warmer weather reduced gas delivery revenues,
decreasing net income by $14 million. The warmer weather improved electric
delivery sales to the higher margin residential sector; however, tariff revenue
reductions and the continued loss of customers to alternative electric suppliers
as allowed by the Customer Choice Act more than offset this benefit. Electric
delivery revenues decreased net income by $13 million. Earnings from our
investment in the MCV Partnership declined $10 million primarily due to
increases in non-recoverable fuel costs incurred at the MCV Facility and
decreases in the fair value of certain long-term gas contracts. Higher general
taxes decreased net income $9 million due to a 2003 reduction in MSBT expense to
reflect the benefit of CMS Energy receiving approval to file consolidated tax
returns for the years 2000 and 2001. Net income was further decreased $8 million
due to greater average borrowings, partially offset by a reduction in our
average interest rate. In 2003, under provisions of the Customer Choice Act, the
excess, or overrecovery of PSCR revenues over PSCR costs benefited net income.
In contrast, in 2004 PSCR overrecoveries must be reserved for possible future
refund and consequently do not benefit net income. This change in the treatment
of PSCR overrecoveries reduced net income $5 million.

Partially offsetting these reductions to net income were $27 million in benefits
relating primarily to reduced depreciation expense and increases in interest
income. The Customer Choice Act authorized us to defer electric depreciation on
the excess of capital expenditures over our depreciation base and recognize
interest income on the excess capital expenditures. Gas depreciation expense
also declined in 2004 due to the interim MPSC gas rate order issued in December
2003. This interim order also authorized a gas rate

                                     CE-4

<PAGE>

                                                        Consumers Energy Company

increase that benefited net income by $7 million. Non-commodity gas revenues
further increased net income $2 million due to increased gas transportation and
storage revenues. Finally, net income benefited from the absence of a $12
million charge taken in 2003. The 2003 charge reflects a decline in the market
value of CMS Energy stock held by us.

For additional details, see "Electric Utility Results of Operations" and "Gas
Utility Results of Operations" within this section and Note 2, Uncertainties.

ELECTRIC UTILITY RESULTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                                           In Millions
- ------------------------------------------------------------------------------------------------------
June 30                                                                        2004    2003    Change
- ------------------------------------------------------------------------------------------------------
<S>                                                                            <C>     <C>     <C>
Three months ended                                                             $ 27     $35       $ (8)
Six months ended                                                                $75     $86       $(11)
======================================================================================================
</TABLE>

<TABLE>
<CAPTION>
                                                    Three Months Ended            Six Months Ended
Reasons for the change:                           June 30, 2004 vs. 2003        June 30, 2004 vs. 2003
- ------------------------------------------------------------------------------------------------------
<S>                                               <C>                          <C>
Electric deliveries                                                $(10)                          $(20)
Power supply costs and related revenue                               (2)                            (8)
Other operating expenses, non-commodity
revenue and other income                                             13                             26
General taxes                                                       (14)                           (10)
Fixed charges                                                        --                             (6)
Income taxes                                                          5                              7
                                                             -----------------------------------------
Total change                                                       $ (8)                          $(11)
======================================================================================================
</TABLE>

ELECTRIC DELIVERIES: Electric deliveries, including transactions with other
wholesale marketers, other electric utilities, and customers choosing
alternative suppliers increased 0.7 billion kWh or 7.2 percent and 1.0 billion
kWh or 5.4 percent for the three and six months ended June 30, 2004 versus the
same periods in 2003. The corresponding increases in electric delivery revenue
for both periods were offset by tariff revenue reductions and decreased sales
margins from deliveries to customers choosing alternative electric suppliers.

The tariff revenue reductions, which began January 1, 2004, were equivalent to
the Big Rock nuclear decommissioning surcharge in effect when our electric
retail rates were frozen from June 2000 through December 31, 2003. The tariff
revenue reductions were reclassified for capped customers as increases to PSCR
revenues. The increased PSCR revenues helped negate possible losses attributable
to the underrecovery of PSCR costs for these customers, primarily the
residential and small commercial classes. In fact, the revenue reclassification
contributed to the overrecovery of PSCR revenues in excess of PSCR costs in
these customer classes for the three and six months ended June 30, 2004. In
2004, to the extent we have PSCR overrecoveries, the overrecovery must be
reserved for possible future refund. The tariff revenue reductions have
decreased electric delivery revenues by approximately $9 million in the second
quarter of 2004, and $18 million in the first six months of 2004 versus 2003.
The tariff revenue reductions are expected to decrease electric delivery
revenues by $35 million for the full year of 2004 versus the full year of 2003.

                                     CE-5

<PAGE>

                                                        Consumers Energy Company

For the three and six months ended June 30, 2004, the overall decline in
electric delivery revenues was offset partially by increased sales to
residential customers due to warmer weather versus the same periods in 2003.

POWER SUPPLY COSTS AND RELATED REVENUE: In 2003, our power supply cost rate of
recovery was a fixed amount per kWh, as required under the Customer Choice Act.
Therefore, power supply-related revenue in excess of actual power supply costs
increased operating income. By contrast, if power supply-related revenues had
been less than actual power supply costs, the impact would have decreased
operating income. In 2004, our recovery of power supply costs is no longer
fixed, but is instead restricted to a pre-defined limit for certain customer
classes. The customer classes that have a pre-defined limit, or cap, on the
level of power supply costs they can be charged are primarily the residential
and small commercial customer classes. In 2004, to the extent our power
supply-related revenues are in excess of actual power supply costs, this former
benefit is reserved for possible future refund. This change in the treatment of
excess power supply revenues over power supply costs decreased operating income
for the three and six months ended June 30, 2004 versus the same periods in
2003.

OTHER OPERATING EXPENSES, NON-COMMODITY REVENUE AND OTHER INCOME: In the three
months ended June 30, 2004, other operating expenses decreased $1 million,
non-commodity revenue increased $1 million, and other income increased $11
million versus the same period in 2003. The increase in other income relates
primarily to interest income recognized in relation to capital expenditures in
excess of depreciation, as allowed by the Customer Choice Act. This Act also
enabled us to defer depreciation expense on the excess of capital expenditures
over our depreciation base, contributing to a reduction in operating expenses
for the second quarter of 2004 versus the same period in 2003. Higher other
operating expenses substantially offset the reduction in electric depreciation
expense.

In the six months ended June 30, 2004, other operating expenses decreased $6
million and other income increased $20 million versus the same period in 2003.
The increase in other income relates primarily to interest income recognized in
relation to capital expenditures in excess of depreciation, as allowed by the
Customer Choice Act. Operating expense decreases reflect lower benefit costs and
our ability to defer depreciation expense on the excess of capital expenditures
over our depreciation base, as allowed by the Customer Choice Act.

GENERAL TAXES: General taxes increased in the three and six months ended June
30, 2004 versus the same periods in 2003 primarily due to reductions in the MSBT
expense in 2003. The 2003 reduction was primarily due to CMS Energy having
received approval to file consolidated tax returns for the years 2000 and 2001.
The taxable income for these years was lower than the amount used to make
estimated MSBT payments. These returns were filed in the second quarter of 2003.

FIXED CHARGES: Fixed charges increased in the six months ended June 30, 2004
versus the same periods in 2003 due to higher average debt levels, partially
offset by a reduction in the average rates of interest. The average rate of
interest dropped 79 basis points and 60 basis points for the three and six month
periods ended June 30, 2004 versus the same periods in 2003.

INCOME TAXES: In the three and six months ended June 30, 2004, income taxes
decreased versus the same periods in 2003 primarily due to lower earnings by the
electric utility, and the OPEB Medicare Part D federal subsidy that is exempt
from federal taxation.

                                     CE-6

<PAGE>

                                                        Consumers Energy Company

GAS UTILITY RESULTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                                                  In Millions
- -------------------------------------------------------------------------------------------------------------
June 30                                                                       2004       2003          Change
- -------------------------------------------------------------------------------------------------------------
<S>                                                                           <C>        <C>           <C>
Three months ended                                                              $ 1        $ 5          $ (4)
Six months ended                                                                $57        $59          $ (2)
=============================================================================================================
</TABLE>

<TABLE>
<CAPTION>
                                                      Three Months Ended                  Six Months Ended
Reasons for the change:                             June 30, 2004 vs. 2003             June 30, 2004 vs. 2003
- -------------------------------------------------------------------------------------------------------------
<S>                                                 <C>                                <C>
Gas deliveries                                                        $ (7)                              $(21)
Gas rate increase                                                        2                                 11
Gas wholesale and retail services and other gas
 revenues                                                                1                                  3
Operation and maintenance                                                -                                 (2)
General taxes, depreciation, and other income                           (3)                                 3
Fixed charges                                                           (2)                                (6)
Income taxes                                                             5                                 10
                                                    ---------------------------------------------------------
Total change                                                          $ (4)                              $ (2)
=============================================================================================================
</TABLE>

GAS DELIVERIES: For the three months ended June 30, 2004, the more profitable
non-transportation gas deliveries decreased 4.9 bcf or 13.6 percent primarily
due to milder weather. The less profitable transportation gas deliveries
increased 5.2 bcf or 21.0 percent due to increased MCV Facility generation.
Overall, gas deliveries, including miscellaneous transportation, increased 0.3
bcf or 0.5 percent versus the same period in 2003.

For the six months ended June 30, 2004, gas deliveries, including miscellaneous
transportation, decreased 6.7 bcf or 2.9 percent versus the same period in 2003
primarily due to milder weather.

GAS RATE INCREASE: In December 2003, the MPSC issued an interim gas rate order
authorizing a $19 million annual increase to gas tariff rates. As a result of
this order, gas revenues increased for the three and six months ended June 30,
2004 versus the same periods in 2003.

GAS WHOLESALE AND RETAIL SERVICES AND OTHER GAS REVENUES: For the three and six
months ended June 30, 2004, wholesale and retail services and other gas revenues
increased primarily due to increased gas transportation and storage revenues
versus the same periods in 2003.

OPERATION AND MAINTENANCE: For the six months ended June 30, 2004, increased
expenditures on safety, reliability, and customer service were offset partially
by reduced benefit costs compared to the same period in 2003.

GENERAL TAXES, DEPRECIATION, AND OTHER INCOME: For the three months ended June
30, 2004 versus the same period in 2003, general tax expense increased $5
million due to higher MSBT expense and depreciation expense decreased $2
million. The increase in MSBT expense is primarily due to CMS Energy having
received approval to file consolidated tax returns for the years 2000 and 2001.
The taxable income for these years was lower than the amount used to make
estimated MSBT payments. These returns were filed in the second quarter of 2003.
The reduced depreciation expense relates to decreases in

                                     CE-7

<PAGE>

                                                        Consumers Energy Company

depreciation rates authorized by the MPSC's December 2003 interim rate order.

For the six months ended June 30, 2004, general tax expense increased $4 million
due to higher MSBT expense, depreciation expense decreased $8 million, and other
income decreased $1 million versus the same period in 2003. The increase in MSBT
expense is primarily due to CMS Energy having received approval to file
consolidated tax returns for the years 2000 and 2001. The taxable income for
these years was lower than the amount used to make estimated MSBT payments.
These returns were filed in the second quarter of 2003. The reduced depreciation
expense relates to decreases in depreciation rates authorized by the MPSC's
December 2003 interim rate order.

FIXED CHARGES: Fixed charges increased in the three and six months ended June
30, 2004 versus the same periods in 2003 due to higher average debt levels,
partially offset by a reduction in the average rate of interest. The average
rate of interest dropped 79 basis points and 60 basis points for the three and
six month periods ended June 30, 2004 versus the same periods in 2003.

INCOME TAXES: For the three and six months ended June 30, 2004 versus the same
periods in 2003, income taxes decreased due to the income tax treatment of items
related to plant, property and equipment as required by past MPSC rulings, the
decreased earnings of the gas utility, and the OPEB Medicare Part D federal
subsidy that is exempt from federal taxation.

CRITICAL ACCOUNTING POLICIES

The following accounting policies are important to an understanding of our
results of operations and financial condition and should be considered an
integral part of our MD&A:

      -     use of estimates in accounting for contingencies and equity method
            investments,

      -     accounting for the effects of regulatory accounting,

      -     accounting for financial and derivative instruments,

      -     accounting for pension and postretirement benefits,

      -     accounting for asset retirement obligations,

      -     accounting for nuclear decommissioning costs, and

      -     accounting for related party transactions.

For additional accounting policies, see Note 1, Corporate Structure and
Accounting Policies.

USE OF ESTIMATES AND ASSUMPTIONS

In preparing our financial statements, we use estimates and assumptions that may
affect reported amounts and disclosures. Accounting estimates are used for asset
valuations, depreciation, amortization, financial and derivative instruments,
employee benefits, and contingencies. For example, we estimate the rate of
return on plan assets and the cost of future health-care benefits to determine
our annual pension and other postretirement benefit costs. There are risks and
uncertainties that may cause actual results to differ from estimated results,
such as changes in the regulatory environment, competition, regulatory
decisions, and lawsuits.

CONTINGENCIES: We are involved in various regulatory and legal proceedings that
arise in the ordinary course of our business. We record a liability for
contingencies based upon our assessment that the occurrence is probable and,
where determinable, an estimate of the liability amount. The recording of
estimated liabilities for contingencies is guided by the principles in SFAS No.
5. We consider many factors in making these assessments, including history and
the specifics of each matter. The most

                                     CE-8

<PAGE>

                                                        Consumers Energy Company

significant of these contingencies are our electric and gas environmental
estimates, which are discussed in the "Outlook" section included in this MD&A,
and the potential underrecoveries from our power purchase contract with the MCV
Partnership.

MCV UNDERRECOVERIES: The MCV Partnership, which leases and operates the MCV
Facility, contracted to sell electricity to Consumers for a 35-year period
beginning in 1990 and to supply electricity and steam to Dow. We hold a 49
percent partnership interest in the MCV Partnership, and a 35 percent lessor
interest in the MCV Facility.

Under our PPA with the MCV Partnership, we pay a capacity charge based on the
availability of the MCV Facility whether or not electricity is actually
delivered to us; a variable energy charge for kWh delivered to us; and a fixed
energy charge based on availability up to 915 MW and based on delivery for the
remaining 325 MW of contract capacity. The cost that we incur under the MCV
Partnership PPA exceeds the recovery amount allowed by the MPSC. As a result, we
estimate cash underrecoveries of capacity and fixed energy payments will
aggregate $206 million from 2004 through 2007. For capacity and fixed energy
payments billed by the MCV Partnership after September 15, 2007, and not
recovered from customers, we expect to claim relief under a regulatory out
provision under the MCV Partnership PPA. This provision obligates Consumers to
pay the MCV Partnership only those capacity and energy charges that the MPSC has
authorized for recovery from electric customers. The effect of any such action
would be to:

      -     reduce cash flow to the MCV Partnership, which could have an adverse
            effect on our investment, and

      -     eliminate our underrecoveries for capacity and fixed energy
            payments.

Further, under the PPA, variable energy payments to the MCV Partnership are
based on the cost of coal burned at our coal plants and our operation and
maintenance expenses. However, the MCV Partnership's costs of producing
electricity are tied to the cost of natural gas. Because natural gas prices have
increased substantially in recent years and the price the MCV Partnership can
charge us for energy has not, the MCV Partnership's financial performance has
been impacted negatively.

As a result of returning to the PSCR process on January 1, 2004, we returned to
dispatching the MCV Facility on a fixed load basis, as permitted by the MPSC, in
order to maximize recovery from electric customers of our capacity and fixed
energy payments. This fixed load dispatch increases the MCV Facility's output
and electricity production costs, such as natural gas. As the spread between the
MCV Facility's variable electricity production costs and its energy payment
revenue widens, the MCV Partnership's financial performance and our investment
in the MCV Partnership is and will be affected adversely.

In February 2004, we filed the RCP with the MPSC that is intended to help
conserve natural gas and thereby improve our investment in the MCV Partnership,
without raising the costs paid by our electric customers. The plan's primary
objective is to dispatch the MCV Facility on the basis of natural gas market
prices, which will reduce the MCV Facility's annual production of electricity
and, as a result, reduce the MCV Facility's consumption of natural gas by an
estimated 30 to 40 bcf. This decrease in the quantity of high-priced natural gas
consumed by the MCV Facility will benefit Consumers' ownership interest in the
MCV Partnership. Presently, we are in settlement discussions with the parties to
the RCP filing. However, in July 2004, several qualifying facilities filed for a
stay on the RCP proceeding in the Ingham County Circuit Court after their
previous attempt to intervene on the proceeding was denied by the MPSC.
Hearings on the stay are scheduled for August 11, 2004. We cannot predict if or
when the MPSC will approve the RCP or the outcome of the Ingham County Circuit
Court hearings.

                                     CE-9

<PAGE>

                                                        Consumers Energy Company

The two most significant variables in the analysis of the MCV Partnership's
future financial performance are the forward price of natural gas for the next
20 years and the MPSC's decision in 2007 or beyond related to limiting our
recovery of capacity and fixed energy payments. Natural gas prices have been
volatile historically. Presently, there is no consensus in the marketplace on
the price or range of future prices of natural gas. Even with an approved RCP,
if gas prices continue at present levels or increase, the economics of operating
the MCV Facility may be adverse enough to require us to recognize an impairment
of our investment in the MCV Partnership. We presently cannot predict the impact
of these issues on our future earnings, cash flows, or on the value of our
investment in the MCV Partnership.

For additional details on the MCV Partnership, see Note 2, Uncertainties, "Other
Electric Uncertainties - The Midland Cogeneration Venture."

ACCOUNTING FOR THE EFFECTS OF INDUSTRY REGULATION

Because we are involved in a regulated industry, regulatory decisions affect the
timing and recognition of revenues and expenses. We use SFAS No. 71 to account
for the effects of these regulatory decisions. As a result, we may defer or
recognize revenues and expenses differently than a non-regulated entity.

For example, items that a non-regulated entity normally would expense, we may
record as regulatory assets if the actions of the regulator indicate such
expenses will be recovered in future rates. Conversely, items that non-regulated
entities may normally recognize as revenues, we may record as regulatory
liabilities if the actions of the regulator indicate they will require such
revenues be refunded to customers. Judgment is required to determine the
recoverability of items recorded as regulatory assets and liabilities. As of
June 30, 2004, we had $1.125 billion recorded as regulatory assets and $1.502
billion recorded as regulatory liabilities.

For additional details on industry regulation, see Note 1, Corporate Structure
and Accounting Policies, "Utility Regulation."

ACCOUNTING FOR FINANCIAL AND DERIVATIVE INSTRUMENTS AND MARKET RISK INFORMATION

FINANCIAL INSTRUMENTS: We account for investments in debt and equity securities
using SFAS No. 115. Debt and equity securities can be classified into one of
three categories: held-to-maturity, trading, or available-for-sale securities.
Our debt securities are classified as held-to-maturity securities and are
reported at cost. Our investments in equity securities are classified as
available-for-sale securities. They are reported at fair value, with any
unrealized gains or losses resulting from changes in fair value reported in
equity as part of accumulated other comprehensive income and are excluded from
earnings unless such changes in fair value are determined to be other than
temporary. Unrealized gains or losses resulting from changes in the fair value
of our nuclear decommissioning investments are reflected in Regulatory
Liabilities. The fair value of our equity securities is determined from quoted
market prices.

DERIVATIVE INSTRUMENTS: We use the criteria in SFAS No. 133, as amended and
interpreted, to determine if certain contracts must be accounted for as
derivative instruments. The rules for determining whether a contract meets the
criteria for derivative accounting are numerous and complex. Moreover,
significant judgment is required to determine whether a contract requires
derivative accounting, and similar contracts can sometimes be accounted for
differently.

                                     CE-10

<PAGE>

                                                        Consumers Energy Company

If a contract is accounted for as a derivative instrument, it is recorded in the
financial statements as an asset or a liability at the fair value of the
contract. The recorded fair value of the contract is then adjusted quarterly to
reflect any change in the market value of the contract, a practice known as
marking the contract to market. Changes in the fair value of a derivative (that
is, gains or losses) are reported either in earnings or accumulated other
comprehensive income, depending on whether the derivative qualifies for special
hedge accounting treatment.

The types of contracts we typically classify as derivative instruments are
interest rate swaps, electric call options, gas fuel futures and options, gas
fuel contracts containing volume optionality, fixed priced weather-based gas
supply call options, and fixed price gas supply call and put options. We
generally do not account for electric capacity and energy contracts, gas supply
contracts, coal and nuclear fuel supply contracts, or purchase orders for
numerous supply items as derivatives.

The majority of our contracts are not subject to derivative accounting because
they qualify for the normal purchases and sales exception of SFAS No. 133, or
are not derivatives because there is not an active market for the commodity. Our
electric capacity and energy contracts are not accounted for as derivatives due
to the lack of an active energy market in the state of Michigan, as defined by
SFAS No. 133, and the significant transportation costs that would be incurred to
deliver the power under the contracts to the closest active energy market at the
Cinergy hub in Ohio. If an active market develops in the future, we may be
required to account for these contracts as derivatives. The mark-to-market
impact on earnings related to these contracts could be material to our financial
statements.

Additionally, the MCV Partnership uses natural gas fuel contracts to buy gas as
fuel for generation, and to manage gas fuel costs. The MCV Partnership believes
that its long-term natural gas contracts, which do not contain volume
optionality, qualify under SFAS No. 133 for the normal purchases and normal
sales exception. Therefore, these contracts are currently not recognized at fair
value on the balance sheet. Should significant changes in the level of the MCV
Facility operational dispatch or purchases of long-term gas occur, the MCV
Partnership would be required to re-evaluate its accounting treatment for these
long-term gas contracts. This re-evaluation may result in recording
mark-to-market activity on some contracts, which could add to earnings
volatility.

To determine the fair value of contracts that are accounted for as derivative
instruments, we use a combination of quoted market prices and mathematical
valuation models. Valuation models require various inputs, including forward
prices, volatilities, interest rates, and exercise periods. Changes in forward
prices or volatilities could change significantly the calculated fair value of
certain contracts. At June 30, 2004, we assumed a market-based interest rate of
1 percent (a rate that is not significantly different than the LIBOR rate) and
volatility rates ranging between 60 percent and 71 percent to calculate the fair
value of our gas options. At June 30, 2004, we assumed market-based interest
rates ranging between 1.37 percent and 4.50 percent and volatility rates ranging
between 24 percent and 44 percent to calculate the fair value of the gas fuel
derivative contracts held by the MCV Partnership.

MARKET RISK INFORMATION: We are exposed to market risks including, but not
limited to, changes in interest rates, commodity prices, and equity security
prices. We manage these risks using established policies and procedures, under
the direction of both an executive oversight committee consisting of senior
management representatives and a risk committee consisting of business-unit
managers. We may use various contracts to manage these risks, including swaps,
options, futures, and forward contracts.

Contracts used to manage market risks may be considered derivative instruments
that are subject to derivative and hedge accounting pursuant to SFAS No. 133. We
intend that any gains or losses on these contracts will be offset by an opposite
movement in the value of the item at risk. We enter into all risk

                                     CE-11

<PAGE>

                                                        Consumers Energy Company

management contracts for purposes other than trading. These contracts contain
credit risk if the counterparties, including financial institutions and energy
marketers, fail to perform under the agreements. We minimize such risk by
performing financial credit reviews using, among other things, publicly
available credit ratings of such counterparties.

We perform sensitivity analyses to assess the potential loss in fair value, cash
flows, or future earnings based upon a hypothetical 10 percent adverse change in
market rates or prices. We do not believe that sensitivity analyses alone
provide an accurate or reliable method for monitoring and controlling risks.
Therefore, we use our experience and judgment to revise strategies and modify
assessments. Changes in excess of the amounts determined in sensitivity analyses
could occur if market rates or prices exceed the 10 percent shift used for the
analyses. These risk sensitivities are shown in "Interest Rate Risk," "Commodity
Price Risk," and "Equity Securities Price Risk" within this section.

Interest Rate Risk: We are exposed to interest rate risk resulting from issuing
fixed-rate and variable-rate financing instruments, and from interest rate swap
agreements. We use a combination of these instruments to manage this risk as
deemed appropriate, based upon market conditions. These strategies are designed
to provide and maintain a balance between risk and the lowest cost of capital.

Interest Rate Risk Sensitivity Analysis (assuming a 10 percent adverse change in
market interest rates):

<TABLE>
<CAPTION>
                                                                                                In Millions
- -----------------------------------------------------------------------------------------------------------
                                                                      June 30, 2004       December 31, 2003
- -----------------------------------------------------------------------------------------------------------
<S>                                                                   <C>                 <C>
Variable-rate financing - before tax annual earnings exposure                 $   1                  $    1
Fixed-rate financing - potential loss in fair value (a)                         154                     154
===========================================================================================================
</TABLE>

(a) Fair value exposure could only be realized if we repurchased all of our
fixed-rate financing.

As discussed in "Electric Business Uncertainties - Competition and Regulatory
Restructuring - Securitization" within this MD&A, we have filed an application
with the MPSC to securitize certain expenditures. Upon final approval, we intend
to use the proceeds from the Securitization to retire higher-cost debt, which
could include a portion of our current fixed-rate debt. We do not believe that
any adverse change in debt price and interest rates would have a material
adverse effect on either our consolidated financial position, results of
operations, or cash flows.

Commodity Price Risk: For purposes other than trading, we enter into electric
call options, fixed-priced weather-based gas supply call options, and
fixed-priced gas supply call and put options. Electric call options are
purchased to protect against the risk of fluctuations in the market price of
electricity, and to ensure a reliable source of capacity to meet our customers'
electric needs. Purchased electric call options give us the right, but not the
obligation, to purchase electricity at predetermined fixed prices. Purchases of
gas supply call options and weather-based gas supply call options, coupled with
the sale of gas supply put options, are used to purchase reasonably priced gas
supply. Purchases of gas supply call options give us the right, but not the
obligation, to purchase gas supply at predetermined fixed prices. Gas supply put
options sold give third-party suppliers the right, but not the obligation, to
sell gas supply to us at predetermined fixed prices. At June 30, 2004, we held
fixed-priced weather-based gas supply call options and fixed-price gas supply
call and put options.

The MCV Partnership uses natural gas fuel contracts to buy gas as fuel for
generation and to manage gas fuel costs. Some of these contracts contain volume
optionality and, therefore, are treated as derivative instruments. Also, the MCV
Partnership enters into natural gas futures contracts, option contracts, and
over-the-counter swap transactions in order to hedge against

                                     CE-12

<PAGE>

                                                        Consumers Energy Company

unfavorable changes in the market price of natural gas in future months when gas
is expected to be needed. These financial instruments are being used principally
to secure anticipated natural gas requirements necessary for projected electric
and steam sales, and to lock in sales prices of natural gas previously obtained
in order to optimize the MCV Partnership's existing gas supply, storage, and
transportation arrangements.

Commodity Price Risk Sensitivity Analysis (assuming a 10 percent adverse change
in market prices):

<TABLE>
<CAPTION>
                                                                                      In Millions
- -------------------------------------------------------------------------------------------------
                                                              June 30, 2004     December 31, 2003
- -------------------------------------------------------------------------------------------------
<S>                                                           <C>               <C>
Potential reduction in fair value:
 Gas supply option contracts                                          $   7                   $ 1
 Derivative contracts associated with Consumers' investment
 in the MCV Partnership:
  Gas fuel contracts                                                     21                   N/A
  Gas fuel futures, options, and swaps                                   38                   N/A
=================================================================================================
</TABLE>

During the six months ended June 30, 2004, we entered into additional
weather-based gas supply call options, as well as gas supply call and put option
contracts. As a result, the potential reduction in the fair value increased from
December 31, 2003, as shown in the table above. We did not perform a sensitivity
analysis for the derivative contracts held by the MCV Partnership as of December
31, 2003 because the MCV Partnership was not consolidated into our financial
statements until March 31, 2004, as discussed in Note 7, Implementation of New
Accounting Standards.

Equity Securities Price Risk: We are exposed to price risk associated with
investments in equity securities. As discussed in "Financial Instruments" within
this section, our investments in equity securities are classified as
available-for-sale securities. They are reported at fair value, with any
unrealized gains or losses resulting from changes in fair value reported in
equity as part of accumulated other comprehensive income and are excluded from
earnings unless such changes in fair value are determined to be other than
temporary. Unrealized gains or losses resulting from changes in the fair value
of our nuclear decommissioning investments are reflected in Regulatory
Liabilities. Our debt securities are classified as held-to-maturity securities
and have original maturity dates of approximately one year or less. Because of
the short maturity of these instruments, their carrying amounts approximate
their fair values.

Equity Securities Price Risk Sensitivity Analysis (assuming a 10 percent adverse
change in market prices):

<TABLE>
<CAPTION>
                                                               In Millions
- --------------------------------------------------------------------------
                                        June 30, 2004    December 31, 2003
- --------------------------------------------------------------------------
<S>                                     <C>              <C>
Potential reduction in fair value:
 Nuclear decommissioning investments            $  54                $  57
 Other available-for-sale investments               4                    4
==========================================================================
</TABLE>

For additional details on market risk and derivative activities, see Note 4,
Financial and Derivative Instruments.

                                     CE-13

<PAGE>

                                                        Consumers Energy Company

ACCOUNTING FOR PENSION AND OPEB

Pension: We have established external trust funds to provide retirement pension
benefits to our employees under a non-contributory, defined benefit Pension
Plan. We implemented a cash balance plan for certain employees hired after June
30, 2003. We use SFAS No. 87 to account for pension costs.

401(k): In our effort to reduce costs, the employer's match for the 401(k) plan
was suspended effective September 1, 2002. The employer's match for the 401(k)
plan is scheduled to resume on January 1, 2005.

OPEB: We provide postretirement health and life benefits under our OPEB plan to
substantially all our retired employees. We use SFAS No. 106 to account for
other postretirement benefit costs.

Liabilities for both pension and OPEB are recorded on the balance sheet at the
present value of their future obligations, net of any plan assets. The
calculation of the liabilities and associated expenses requires the expertise of
actuaries. Many assumptions are made including:

      -     life expectancies,

      -     present value discount rates,

      -     expected long-term rate of return on plan assets,

      -     rate of compensation increases, and

      -     anticipated health care costs.

Any change in these assumptions can change significantly the liability and
associated expenses recognized in any given year.

The following table provides an estimate of our pension cost, OPEB cost, and
cash contributions for the next three years:

<TABLE>
<CAPTION>
                                                                              In Millions
- -----------------------------------------------------------------------------------------
Expected Costs               Pension Cost            OPEB Cost              Contributions
- -----------------------------------------------------------------------------------------
<C>                          <C>                     <C>                    <C>
2004                              $20                   $30                     $  62
2005                               52                    38                        78
2006                               71                    35                       110
========================================================================================
</TABLE>

Actual future pension cost and contributions will depend on future investment
performance, changes in future discount rates, and various other factors related
to the populations participating in the Pension Plan. As of June 30, 2004, we
have a prepaid pension asset of $373 million, $20 million of which is in Other
current assets on our Consolidated Balance Sheet.

Lowering the expected long-term rate of return on the Pension Plan assets by
0.25 percent (from 8.75 percent to 8.50 percent) would increase estimated
pension cost for 2004 by $2 million. Lowering the discount rate by 0.25 percent
(from 6.25 percent to 6.00 percent) would increase estimated pension cost for
2004 by $4 million.

The Medicare Prescription Drug, Improvement, and Modernization Act of 2003 (the
Act) was signed into law in December 2003. The Act establishes a prescription
drug benefit under Medicare (Medicare Part D) and a federal subsidy, which is
exempt from federal taxation, to sponsors of retiree health care benefit plans
that provide a benefit that is actuarially equivalent to Medicare Part D.

                                     CE-14

<PAGE>

                                                        Consumers Energy Company

We believe our plan is actuarially equivalent to Medicare Part D and have
incorporated retroactively the effects of the subsidy into our financial
statements as of June 30, 2004 in accordance with FASB Staff Position, No. SFAS
106-2. We remeasured our obligation as of December 31, 2003 to incorporate the
impact of the Act, which resulted in a reduction to the accumulated
postretirement benefit obligation of $148 million. The remeasurement resulted in
a reduction of OPEB cost of $6 million for the three months ended June 30, 2004,
$11 million for the six months ended June 30, 2004, and an expected total
reduction of $23 million for 2004.

For additional details on postretirement benefits, see Note 5, Retirement
Benefits, and Note 7, Implementation of New Accounting Standards.

ACCOUNTING FOR ASSET RETIREMENT OBLIGATIONS

SFAS No. 143 became effective January 2003. It requires companies to record the
fair value of the cost to remove assets at the end of their useful lives, if
there is a legal obligation to remove them. We have legal obligations to remove
some of our assets, including our nuclear plants, at the end of their useful
lives. As required by SFAS No. 71, we accounted for the implementation of this
standard by recording regulatory assets and liabilities instead of a cumulative
effect of a change in accounting principle.

The fair value of ARO liabilities has been calculated using an expected present
value technique. This technique reflects assumptions, such as costs, inflation,
and profit margin that third parties would consider to assume the settlement of
the obligation. Fair value, to the extent possible, should include a market risk
premium for unforeseeable circumstances. No market risk premium was included in
our ARO fair value estimate since a reasonable estimate could not be made.

If a reasonable estimate of fair value cannot be made in the period the ARO is
incurred, such as for assets with indeterminate lives, the liability is
recognized when a reasonable estimate of fair value can be made. Generally,
transmission and distribution assets have indeterminate lives. Retirement cash
flows cannot be determined and there is a low probability of a retirement date.
Therefore, no liability has been recorded for these assets. Also, no liability
has been recorded for assets that have insignificant cumulative disposal costs,
such as substation batteries. The measurement of the ARO liabilities for
Palisades and Big Rock are based on decommissioning studies, which largely
utilize third-party cost estimates. For additional details on ARO, see Note 6,
Asset Retirement Obligations.

ACCOUNTING FOR NUCLEAR DECOMMISSIONING COSTS

The MPSC and the FERC regulate the recovery of costs to decommission our Big
Rock and Palisades nuclear plants. We have established external trust funds to
finance the decommissioning of both plants. We record the trust fund balances as
a non-current asset on our balance sheet.

Our decommissioning cost estimates for the Big Rock and Palisades plants assume:

      -     each plant site will be restored to conform to the adjacent
            landscape,

      -     all contaminated equipment and material will be removed and disposed
            of in a licensed burial facility, and

      -     the site will be released for unrestricted use.

Independent contractors with expertise in decommissioning have helped us develop
decommissioning cost estimates. Various inflation rates for labor, non-labor,
and contaminated equipment disposal costs are used to escalate these cost
estimates to the future decommissioning cost. A portion of future
decommissioning

                                     CE-15

<PAGE>

                                                        Consumers Energy Company

cost will result from the failure of the DOE to remove fuel from the sites, as
required by the Nuclear Waste Policy Act of 1982.

The decommissioning trust funds include equities and fixed income investments.
Equities will be converted to fixed income investments during decommissioning,
and fixed income investments are converted to cash as needed. In December 2000,
funding of the Big Rock trust fund stopped because the MPSC-authorized
decommissioning surcharge collection period expired. The funds provided by the
trusts, additional customer surcharges, and potential funds from the DOE
litigation are all required to cover fully the decommissioning costs. The costs
of decommissioning these sites and the adequacy of the trust funds could be
affected by:

            -     variances from expected trust earnings,

            -     a lower recovery of costs from the DOE and lower rate recovery
                  from customers, and

            -     changes in decommissioning technology, regulations, estimates,
                  or assumptions.

Based on current projections, the current level of funds provided by the trusts
is not adequate to fully fund the decommissioning of Big Rock or Palisades. This
is due in part to the DOE's failure to accept the spent nuclear fuel on
schedule, and lower returns on the trust funds. We are attempting to recover our
additional costs for storing spent nuclear fuel through litigation. We will also
seek additional relief from the MPSC. For additional details on nuclear
decommissioning, see Note 2, Uncertainties, "Other Electric Uncertainties -
Nuclear Plant Decommissioning" and "Nuclear Matters."

RELATED PARTY TRANSACTIONS

We enter into a number of significant transactions with related parties. These
transactions include:

      -     issuance of trust preferred securities with Consumers' affiliated
            companies,

      -     purchases and sales of electricity and gas for generation from
            Enterprises,

      -     purchase of gas transportation from CMS Bay Area Pipeline, L.L.C.,

      -     payment of parent company overhead costs to CMS Energy, and

      -     investment in CMS Energy Common Stock.

Transactions involving CMS Energy and its affiliates are generally based on
regulated prices, market prices, or competitive bidding. Transactions involving
the power supply purchases from certain affiliates of Enterprises are based upon
avoided costs under PURPA and competitive bidding. The payment of parent company
overhead costs is based on the use of accepted industry allocation
methodologies.

CAPITAL RESOURCES AND LIQUIDITY

Our liquidity and capital requirements are a function of our results of
operations, capital expenditures, contractual obligations, debt maturities,
working capital needs, and collateral requirements. During the summer months, we
purchase natural gas and store it for resale primarily during the winter heating
season. The market price for natural gas has increased. Although our natural gas
purchases are recoverable from our customers, the amount paid for natural gas
stored as inventory could require additional liquidity due to the timing of the
cost recoveries. In addition, a few of our commodity suppliers have requested
advance payment or other forms of assurances, including margin calls, in
connection with maintenance of ongoing deliveries of gas and electricity.

                                     CE-16

<PAGE>

                                                        Consumers Energy Company

Our current financial plan includes monitoring our operating expenses and
capital expenditures and evaluating market conditions for financing
opportunities. We believe our current level of cash and borrowing capacity,
along with anticipated cash flows from operating and investing activities, will
be sufficient to meet our liquidity needs through 2005.

CASH POSITION, INVESTING, AND FINANCING

SUMMARY OF CASH FLOWS:

<TABLE>
<CAPTION>
                                                                    In Millions
- -------------------------------------------------------------------------------
          Six Months Ended June 30                       2004             2003
- -------------------------------------------------------------------------------
<S>                                                      <C>              <C>
Net cash provided by (used in):
   Operating activities                                  $ 564            $ 189
   Investing activities                                   (254)            (225)
   Financing activities                                   (125)             (22)
                                                         ----------------------
Net Increase (Decrease) in Cash and Cash Equivalents     $ 185            $ (58)
================================================================================
</TABLE>

OPERATING ACTIVITIES:

For the six months ended June 30, 2004, net cash provided by operating
activities increased $375 million compared to the six months ended June 30, 2003
due to an increase of other liabilities of $174 million resulting from an
increase in accrued interest, accrued refunds, and other current liabilities.
Accrued interest and other current liabilities increased as a result of the
Revised FASB Interpretation No. 46 consolidation of the MCV Partnership and the
FMLP. The increase in accrued refunds relates to the $11 million settlement in
our 2002-2003 GCR case and potential overrecoveries primarily from our large
commercial and industrial customers resulting from our return to the PSCR
process. For additional details regarding the PSCR process, refer to "Electric
Business Uncertainties - Competition and Regulatory Restructuring - PSCR" within
this MD&A. There was an increase in accounts payable of $85 million resulting
from the purchase of natural gas at higher prices and fewer suppliers requiring
advance payments for gas purchases. In addition, there was a greater decrease in
gas inventory of $55 million resulting from sales at higher prices combined with
lower volumes of gas purchased.

INVESTING ACTIVITIES:

For the six months ended June 30, 2004, net cash from investing activities
decreased $29 million due to an increase in 2004 versus 2003 capital
expenditures of $17 million and a decrease in asset sale proceeds of $15 million
resulting from higher 2003 asset sales.

FINANCING ACTIVITIES:

For the six months ended June 30, 2004, net cash from financing activities
decreased $103 million primarily due to a decrease of $131 million in net
proceeds from borrowings. For additional details on long-term debt activity, see
Note 3, Financings and Capitalization.

OBLIGATIONS AND COMMITMENTS

REGULATORY AUTHORIZATION FOR FINANCINGS: We issue short and long-term securities
under the FERC's authorization. For additional details of our existing
authorization, see Note 3, Financings and Capitalization.

                                     CE-17

<PAGE>

                                                        Consumers Energy Company

LONG-TERM DEBT: The components of long-term debt are presented in Note 3,
Financings and Capitalization.

SHORT-TERM FINANCINGS: At June 30, 2004, we had $376 million available and the
MCV Partnership had $50 million available in short-term credit facilities. The
facilities are available for general corporate purposes, working capital, and
letters of credit. As of August 3, 2004, we obtained an amended and restated
$500 million secured revolving credit facility to replace our $400 million
facility. The amended facility carries a three-year term and provides for lower
interest rates. Additional details on short-term financings are presented in
Note 3, Financings and Capitalization.

OFF-BALANCE SHEET ARRANGEMENTS:

Sale of Accounts Receivable: Under a revolving accounts receivable sales
program, we may sell up to $325 million of certain accounts receivable. For
additional details, see Note 3, Financings and Capitalization.

CONTINGENT COMMITMENTS: Our contingent commitments include indemnities and
letters of credit. Indemnities are agreements to reimburse other companies, such
as an insurance company, if those companies have to complete our contractual
performance in a third-party contract. Banks, on our behalf, issue letters of
credit guaranteeing payment to a third party. Letters of credit substitute the
bank's credit for ours and reduce credit risk for the third-party beneficiary.
We monitor and approve these obligations and believe it is unlikely that we
would be required to perform or otherwise incur any material losses associated
with these guarantees. Our off-balance sheet commitments at June 30, 2004 expire
as follows:

<TABLE>
<CAPTION>
Contingent Commitments                                                                               In Millions
- ----------------------------------------------------------------------------------------------------------------
                                                                          Commitment Expiration
                                                        --------------------------------------------------------
                                                                                                        2009 and
                                              Total     2004      2005      2006      2007     2008      beyond
- ----------------------------------------------------------------------------------------------------------------
<S>                                           <C>       <C>       <C>       <C>       <C>      <C>      <C>
Off-balance sheet:
   Surety bonds and
    other indemnifications
    (a)                                         $ 8      $ 1       $ -       $ -      $ -      $ -         $ 7
   Letters of credit                             24        8        16         -        -        -           -
================================================================================================================
</TABLE>

(a) The surety bonds are continuous in nature. The need for the bonds is
determined on an annual basis.

DIVIDEND RESTRICTIONS: Under the provisions of our articles of incorporation, at
June 30, 2004, we had $396 million of unrestricted retained earnings available
to pay common stock dividends. However, covenants in our debt facilities cap
common stock dividend payments at $300 million in a calendar year. We are also
under an annual dividend cap of $190 million imposed by the MPSC during the
current interim gas rate relief period. In February 2004, we paid $78 million
and in May 2004, we paid $27 million in common stock dividends to CMS Energy.

For additional details on the cap on common stock dividends payable during the
current interim gas rate relief period, see Note 2, Uncertainties, "Gas Rate
Matters - 2003 Gas Rate Case."

                                     CE-18

<PAGE>

                                                        Consumers Energy Company

OUTLOOK

ELECTRIC BUSINESS OUTLOOK

GROWTH: Over the next five years, we expect electric deliveries to grow at an
average rate of approximately two percent per year based primarily on a steadily
growing customer base and economy. This growth rate includes both full service
sales and delivery service to customers who choose to buy generation service
from an alternative electric supplier, but excludes transactions with other
wholesale market participants and other electric utilities. This growth rate
reflects a long-range expected trend of growth. Growth from year to year may
vary from this trend due to customer response to fluctuations in weather
conditions and changes in economic conditions, including utilization and
expansion of manufacturing facilities. We experienced less growth than expected
in 2003 as a result of cooler than normal summer weather and a decline in
manufacturing activity in Michigan. In 2004, we project electric deliveries to
grow approximately two percent. This short-term outlook for 2004 assumes higher
levels of manufacturing activity than in 2003 and normal weather conditions
during the remainder of the year.

ELECTRIC BUSINESS UNCERTAINTIES

Several electric business trends or uncertainties may affect our financial
results and condition. These trends or uncertainties have, or we reasonably
expect could have, a material impact on revenues or income from continuing
electric operations. Such trends and uncertainties include:

      Environmental

      -     increasing capital expenditures and operating expenses for Clean Air
            Act compliance, and

      -     potential environmental liabilities arising from various
            environmental laws and regulations, including potential liability or
            expenses relating to the Michigan Natural Resources and
            Environmental Protection Acts and Superfund.

      Restructuring

      -     response of the MPSC and Michigan legislature to electric industry
            restructuring issues,

      -     ability to meet peak electric demand requirements at a reasonable
            cost, without market disruption,

      -     ability to recover any of our net Stranded Costs under the
            regulatory policies being followed by the MPSC,

      -     effects of lost electric supply load to alternative electric
            suppliers, and

      -     status as an electric transmission customer instead of an electric
            transmission owner.

      Regulatory

      -     effects of recommendations as a result of the August 14, 2003
            blackout, including increased regulatory requirements and new
            legislation,

      -     effects of the FERC supply margin assessment requirements for
            electric market-based rate authority,

      -     responses from regulators regarding the storage and ultimate
            disposal of spent nuclear fuel, and

      -     recovery of nuclear decommissioning costs. For additional details,
            see "Accounting for Nuclear Decommissioning Costs" within this MD&A.

                                     CE-19

<PAGE>

                                                        Consumers Energy Company

      Other

      -     effects of commodity fuel prices such as natural gas and coal,

      -     pending litigation filed by PURPA qualifying facilities, and

      -     other pending litigation.

For additional details about these trends or uncertainties, see Note 2,
Uncertainties.

ELECTRIC ENVIRONMENTAL ESTIMATES: Our operations are subject to environmental
laws and regulations. Costs to operate our facilities in compliance with these
laws and regulations generally have been recovered in customer rates.

Compliance with the federal Clean Air Act and resulting regulations has been,
and will continue to be, a significant focus for us. The Title I provisions of
the Clean Air Act require significant reductions in nitrogen oxide emissions. To
comply with the regulations, we expect to incur capital expenditures totaling
$771 million. The key assumptions included in the capital expenditure estimate
include:

      -     construction commodity prices, especially construction material and
            labor,

      -     project completion schedules,

      -     cost escalation factor used to estimate future years' costs, and

      -     allowance for funds used during construction (AFUDC) rate.

Our current capital cost estimates include an escalation rate of 2.6 percent and
an AFUDC capitalization rate of 8.9 percent. As of June 30, 2004, we have
incurred $489 million in capital expenditures to comply with these regulations
and anticipate that the remaining $282 million of capital expenditures will be
made between 2004 and 2009. These expenditures include installing catalytic
reduction technology at some of our coal-fired electric plants. In addition to
modifying the coal-fired electric plants, we expect to purchase nitrogen oxide
emissions credits for years 2004 through 2008. The cost of these credits is
estimated to average $8 million per year and is accounted for as inventory.

The EPA has alleged that some utilities have incorrectly classified plant
modifications as "routine maintenance" rather than seek modification permits
from the EPA. We have received and responded to information requests from the
EPA on this subject. We believe that we have properly interpreted the
requirements of "routine maintenance." If our interpretation is found to be
incorrect, we may be required to install additional pollution controls at some
or all of our coal-fired electric plants and potentially pay fines.
Additionally, the viability of certain plants remaining in operation could be
called into question.

The EPA has proposed a Clean Air Interstate Rule that would require additional
coal-fired electric plant emission controls for nitrogen oxides and sulfur
dioxide. If implemented, this rule would potentially require expenditures
equivalent to those efforts in progress required to reduce nitrogen oxide
emissions under the Title I provisions of the Clean Air Act. The rule proposes a
two-phase program to reduce emissions of sulfur dioxide by 70 percent and
nitrogen oxides by 65 percent by 2015. Additionally, the EPA also proposed two
alternative sets of rules to reduce emissions of mercury and nickel from
coal-fired and oil-fired electric plants. Until the proposed environmental rules
are finalized, an accurate cost of compliance cannot be determined.

Several bills have been introduced in the United States Congress that would
require reductions in emissions of greenhouse gases. We cannot predict whether
any federal mandatory greenhouse gas emission reduction rules ultimately will be
enacted, or the specific requirements of any such rules if they were to become
law.

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                                                        Consumers Energy Company

To the extent that greenhouse gas emission reduction rules come into effect,
such mandatory emissions reduction requirements could have far-reaching and
significant implications for the energy sectors. We cannot estimate the
potential effect of United States federal or state level greenhouse gas policy
on future consolidated results of operations, cash flows, or financial position
due to the speculative nature of the policy. We stay abreast of and engage in
the greenhouse gas policy developments and will continue to assess and respond
to their potential implications on our business operations.

In March 2004, the EPA changed the rules that govern generating plant cooling
water intake systems. The new rules require significant reduction in fish killed
by operating equipment. Some of our facilities will be required to comply by
2006. We are studying the rules to determine the most cost-effective solutions
for compliance.

For additional details on electric environmental matters, see Note 2,
Uncertainties, "Electric Contingencies - Electric Environmental Matters."

COMPETITION AND REGULATORY RESTRUCTURING: Michigan's Customer Choice Act and
other developments will continue to result in increased competition in the
electric business. Generally, increased competition reduces profitability and
threatens market share for generation services. As of January 1, 2002, the
Customer Choice Act allowed all of our electric customers to buy electric
generation service from us or from an alternative electric supplier. As a
result, alternative electric suppliers for generation services have entered our
market. As of July 2004, alternative electric suppliers are providing 858 MW of
generation supply to ROA customers. This amount represents 11 percent of our
distribution load and an increase of 49 percent compared to July 2003. Based on
current trends, we predict load loss by year-end to be in the range of 900 MW to
1,100 MW. However, no assurance can be made that the actual load loss will not
be greater or less than that range.

In July 2004, as a result of legislative hearings, several bills were introduced
into the Michigan Senate that could change Michigan's Customer Choice Act. The
proposals include:

      -     requiring that rates be based on cost of service,

      -     establishing a defined Stranded Cost calculation method,

      -     allowing customers who stay with or switch to alternative electric
            suppliers after December 31, 2005 to return to utility services, and
            requiring them to pay current market rates upon return,

      -     establishing reliability standards that all electric suppliers must
            follow,

      -     requiring utilities and alternative suppliers to maintain a 15
            percent power reserve margin,

      -     creating a service charge to fund the Low Income and Energy
            Efficiency Fund,

      -     giving kindergarten through twelfth-grade schools a discount of 10
            percent to 20 percent on electric rates, and

      -     authorizing a service charge payable by all customers for meeting
            Clean Air Act requirements.

Securitization: In March 2003, we filed an application with the MPSC seeking
approval to issue additional Securitization bonds. In June 2003, the MPSC issued
a financing order authorizing the issuance of Securitization bonds in the amount
of $554 million. We filed for rehearing and clarification on a number of
features in the financing order. If and when the MPSC issues an order with
favorable terms, then the order will become effective upon our acceptance.

Stranded Costs: To the extent we experience net Stranded Costs as determined by
the MPSC, the Customer Choice Act allows us to recover such costs by collecting
a transition surcharge from customers who switch to an alternative electric
supplier. We cannot predict whether the Stranded Cost recovery

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                                                        Consumers Energy Company

method adopted by the MPSC will be applied in a manner that will offset fully
any associated margin loss.

In 2002 and 2001, the MPSC issued orders finding that we experienced zero net
Stranded Costs from 2000 to 2001. The MPSC also declined to resolve numerous
issues regarding the net Stranded Cost methodology in a way that would allow a
reliable prediction of the level of Stranded Costs for future years. We
currently are in the process of appealing these orders with the Michigan Court
of Appeals and the Michigan Supreme Court.

In March 2003, we filed an application with the MPSC seeking approval of net
Stranded Costs incurred in 2002, and for approval of a net Stranded Cost
recovery charge. Our net Stranded Costs incurred in 2002, including the cost of
money, are estimated to be $47 million with the issuance of Securitization bonds
that include Clean Air Act investments, or $104 million without the issuance of
Securitization bonds that include Clean Air Act investments. Once the MPSC
issues a final financing order on Securitization, we will know the amount of our
request for net Stranded Cost recovery for 2002. In July 2004, the ALJ issued a
proposal for decision in our 2002 net Stranded Cost case, which recommended that
the MPSC find that we incurred net Stranded Costs of $12 million. This
recommendation includes the cost of money through July 2004 and excludes Clean
Air Act investments.

In April 2004, we filed an application with the MPSC seeking approval of net
Stranded Costs incurred in 2003. We also requested interim relief for 2003 net
Stranded Costs, but the ALJ declined to set a schedule that would allow
consideration of the interim request. In July 2004, we revised our request for
approval of 2003 Stranded Costs incurred, including the cost of money, to $69
million with the issuance of Securitization bonds that include Clean Air Act
investments, or $128 million without the issuance of Securitization bonds that
include Clean Air Act investments. In July 2004, the MPSC Staff issued a
position on our 2003 net Stranded Cost application, which resulted in a Stranded
Cost calculation of $52 million. The amount includes the cost of money, but
excludes Clean Air Act investments.

We cannot predict how the MPSC will rule on our requests for the recovery of
Stranded Costs. Therefore, we have not recorded regulatory assets to recognize
the future recovery of such costs.

Implementation Costs: Following an appeal and remand of initial MPSC orders
relating to 1999 implementation costs, the MPSC authorized the recovery of all
previously approved implementation costs for the years 1997 through 2001 by
surcharges on all customers' bills phased in as rate caps expire. Authorized
recoverable implementation costs totaled $88 million. This total includes
carrying costs through 2003. Additional carrying costs will be added until
collection occurs. For additional information on rate caps, see "Rate Caps"
within this section.

Our applications for $7 million of implementation costs for 2002 and $1 million
for 2003 are presently pending approval by the MPSC. Included in the 2002
request is $5 million related to our former participation in the development of
the Alliance RTO. Although we believe these implementation costs and associated
cost of money are fully recoverable in accordance with the Customer Choice Act,
we cannot predict the amounts the MPSC will approve as recoverable.

In addition to seeking MPSC approval for these costs, we are pursuing
authorization at the FERC for the MISO to reimburse us for approximately $8
million, for implementation costs related to our former participation in the
development of the Alliance RTO which includes the $5 million pending approval
by the MPSC as part of 2002 implementation costs recovery. These costs have
generally either been expensed or approved as recoverable implementation costs
by the MPSC. The FERC has denied our request for reimbursement and we are
appealing the FERC ruling at the United States Court of Appeals for the District
of Columbia. We cannot predict the outcome of the appeal process or the ultimate
amount, if

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                                                        Consumers Energy Company

any, we will collect for Alliance RTO development costs.

Security Costs: The Customer Choice Act, as amended, allows for recovery of new
and enhanced security costs, as a result of federal and state regulatory
security requirements incurred before January 1, 2006. All retail customers,
except customers of alternative electric suppliers, would pay these charges. In
April 2004, we filed a security cost recovery case with the MPSC for $25 million
of costs for which regulatory treatment has not yet been granted through other
means. The requested amount includes reasonable and prudent security
enhancements through December 31, 2005. As of June 30, 2004, we have $7 million
in security costs recorded as a regulatory asset. The costs are for enhanced
security and insurance because of federal and state regulatory security
requirements imposed after the September 11, 2001 terrorist attacks. In July
2004, a settlement was reached with the parties to the case, which would provide
for full recovery of the requested security costs over a five-year period
beginning in 2004. We are presently awaiting approval from the MPSC. We cannot
predict how the MPSC will rule on our request for the recoverability of security
costs.

Rate Caps: The Customer Choice Act imposes certain limitations on electric rates
that could result in us being unable to collect our full cost of conducting
business from electric customers. Such limitations include:

      -     rate caps effective through December 31, 2004 for small commercial
            and industrial customers, and

      -     rate caps effective through December 31, 2005 for residential
            customers.

 As a result, we may be unable to maintain our profit margins in our electric
 utility business during the rate cap periods. In particular, if we need to
 purchase power supply from wholesale suppliers while retail rates are capped,
 the rate restrictions may preclude full recovery of purchased power and
 associated transmission costs.

PSCR: The PSCR process provides for the reconciliation of actual power supply
costs with power supply revenues. This process provides for recovery of all
reasonable and prudent power supply costs actually incurred by us, including the
actual cost for fuel, and purchased and interchange power. In September 2003, we
submitted a PSCR filing to the MPSC that reinstates the PSCR process for
customers whose rates are no longer frozen or capped as of January 1, 2004. The
proposed PSCR charge allows us to recover a portion of our increased power
supply costs from large commercial and industrial customers and, subject to the
overall rate caps, from other customers. We estimate the recovery of increased
power supply costs from large commercial and industrial customers to be
approximately $30 million in 2004. As allowed under current regulation, we
self-implemented the proposed PSCR charge on January 1, 2004. The revenues
received from the PSCR charge are also subject to subsequent reconciliation at
the end of the year after actual costs have been reviewed for reasonableness and
prudence. We cannot predict the outcome of this reconciliation proceeding.

Special Contracts: We entered into multi-year electric supply contracts with
certain industrial and commercial customers. The contracts provide electricity
at specially negotiated prices, usually at a discount from tariff prices. As of
July 2004, special contracts for approximately 630 MW of load are in place, most
of which are in effect through 2005. These include, new special contracts with
Dow Corning and Hemlock Semi-Conductor for 101 MW of load, which received final
approval from the MPSC in May 2004 and special contracts with several hospitals
totaling 52 MW of load, which received approval from the MPSC in July 2004. We
cannot predict whether additional special contracts will be necessary,
advisable, or approved.

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                                                          CMS Energy Corporation

Transmission Sale: In May 2002, we sold our electric transmission system for
$290 million to MTH. We are currently in arbitration with MTH regarding property
tax items used in establishing the selling price of our electric transmission
system. An unfavorable outcome could result in a reduction of sale proceeds
previously recognized by approximately $2 million to $3 million.

There are multiple proceedings and a proposed rulemaking pending before the FERC
regarding transmission pricing mechanisms and standard market design for
electric bulk power markets and transmission. The results of these proceedings
and proposed rulemakings could affect significantly:

      -     transmission cost trends,

      -     delivered power costs to us, and

      -     delivered power costs to our retail electric customers.

The financial impact of such proceedings, rulemaking, and trends are not
quantifiable currently. In addition, we are evaluating whether or not there may
be impacts on electric reliability associated with the outcomes of these various
transmission related proceedings. For example, Commonwealth Edison Company
received approval from the FERC to join the PJM RTO effective May 1, 2004 and
American Electric Power Service Corporation received approval from the FERC to
join the PJM RTO effective October 1, 2004. These integrations could create
different patterns of flow and power within the Midwest area and could affect
adversely our ability to provide reliable service to our customers.

August 14, 2003 Blackout: On August 14, 2003, the electric transmission grid
serving parts of the Midwest and the Northeast experienced a significant
disturbance that impacted electric service to millions of homes and businesses.
As a result, federal and state investigations regarding the cause of the
blackout were conducted. These investigations resulted in the NERC and the U.S.
and Canadian Power System Outage Task Force releasing electric operations
recommendations. Few of the recommendations apply directly to us, since we are
not a transmission owner. However, the recommendations could result in increased
transmission costs to us and require upgrades to our distribution system. The
financial impacts of these recommendations are not quantifiable currently.

We have complied with an MPSC order requiring Michigan utilities and
transmission companies to submit a report concerning relay settings on their
systems by May 10, 2004. In July 2004, the MPSC closed the docket concerning the
investigation into the August 14, 2003 blackout. Also, we have complied with the
FERC order requiring entities that own, operate, or control designated
transmission facilities to report on their vegetation management practices by
June 17, 2004. This FERC order affected a total of six miles of high voltage
lines located on or adjacent to some generating plant properties.

For additional details and material changes relating to the rate matters and
restructuring of the electric utility industry, see Note 2, Uncertainties,
"Electric Restructuring Matters," and "Electric Rate Matters."

UNIT OUTAGE: In June 2004, our 638 MW Karn Unit 4 facility located in
Essexville, Michigan experienced a failure on the exciter. The exciter is a
device that provides the magnetic field to the main electric generator.
Replacement of the exciter is expected to take several months. In the interim we
have installed a temporary replacement, which is rented from Detroit Edison.
However, under the agreement, Detroit Edison can recall the exciter at any time.
To hedge against 235 MW of this risk and ensure adequate reserve margins during
the summer peak periods, we have entered into two short-term capacity contracts.
As of July 2004, the rented exciter has been installed and the Karn unit is
operating effectively. The financial impacts of the unit outage are not
currently quantifiable.

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                                                        Consumers Energy Company

FERC SUPPLY MARGIN ASSESSMENT: In April 2004, the FERC adopted two new
generation market power screens and modified measures to mitigate market power
where it is found. The screens will apply to all initial market-based rate
applications and reviews on an interim basis, which occur every three years.
Based on preliminary reviews, we believe that we will pass the established
screens.

PERFORMANCE STANDARDS: Electric distribution performance standards developed by
the MPSC became effective in February 2004. The standards relate to restoration
after outages, safety, and customer services. The MPSC order calls for financial
penalties in the form of customer credits if the standards for the duration and
frequency of outages are not met. We met or exceeded all approved standards for
year-end results for both 2002 and 2003. As of June 2004, we are in compliance
with the acceptable level of performance. We are a member of an industry
coalition that has appealed the customer credit portion of the performance
standards to the Michigan Court of Appeals. We cannot predict the likely effects
of the financial penalties, if any, nor can we predict the outcome of the
appeal. Likewise, we cannot predict our ability to meet the standards in the
future or the cost of future compliance.

For additional details on performance standards, see Note 2, Uncertainties,
"Electric Rate Matters -Performance Standards."

GAS BUSINESS OUTLOOK

GROWTH: Over the next five years, we expect gas deliveries to grow at an average
rate of less than one percent per year. Actual gas deliveries in future periods
may be affected by:

      -     fluctuations in weather patterns,

      -     use by independent power producers,

      -     competition in sales and delivery,

      -     Michigan economic conditions,

      -     gas consumption per customer, and

      -     increases in gas commodity prices.

In February 2004, we filed an application with the MPSC for a Certificate of
public convenience and necessity for the construction of a 25-mile gas
transmission pipeline in northern Oakland County. The project is necessary to
meet peak load beginning in the winter of 2005 through 2006. If we are unable to
construct the pipeline due to local opposition, we will need to pursue more
costly alternatives or possibly curtail serving the system's load growth in that
area.

GAS BUSINESS UNCERTAINTIES

Several gas business trends or uncertainties may affect our financial results
and conditions. These trends or uncertainties could have a material impact on
net sales, revenues, or income from gas operations. The trends and uncertainties
include:

      Environmental

      -     potential environmental remediation costs at a number of sites,
            including sites formerly housing manufactured gas plant facilities.

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                                                        Consumers Energy Company

      Regulatory

      -     inadequate regulatory response to applications for requested rate
            increases, and

      -     response to increases in gas costs, including adverse regulatory
            response and reduced gas use by customers.

      Other

      -     pipeline integrity maintenance and replacement costs, and

      -     other pending litigation.

We sell gas to retail customers under tariffs approved by the MPSC. These
tariffs measure the volume of gas delivered to customers (i.e. mcf). However, we
purchase gas for resale on a heating value (i.e. Btu) basis. The Btu content of
the gas purchased fluctuates and may result in customers using less gas for the
same heating requirement. We fully recover our cost to purchase gas through the
approved GCR. However, since the customer may use less gas on a volumetric
basis, the revenue from the distribution charge (the non-gas cost portion of the
customer bill) could be reduced. This could affect adversely our gas utility
earnings. The amount of any possible earnings loss due to fluctuating Btu
content in future periods cannot be estimated at this time.

In September 2002, the FERC issued an order rejecting our filing to assess
certain rates for non-physical gas title tracking services we provide. In
December 2003, the FERC ruled that no refunds were at issue and we reversed $4
million related to this matter. In January 2004, three companies filed with the
FERC for clarification or rehearing of the FERC's December 2003 order. In April
2004, the FERC issued its Order Granting Clarification. In that Order, the FERC
indicated that its December 2003 order was in error. It directed us to file
within 30 days a fair and equitable title-tracking fee and to make refunds, with
interest, to customers based on the difference between the accepted fee and the
fee paid. In response to the FERC's April 2004 order, we filed a Request for
Rehearing in May 2004. The FERC issued an Order Granting Rehearing for Further
Consideration in June 2004. We expect the FERC to issue an order on the merits
of this proceeding in the third quarter of 2004. We believe that with respect to
the FERC jurisdictional transportation, we have not charged any customers title
transfer fees, so no refunds are due. At this time, we cannot predict the
outcome of this proceeding.

GAS ENVIRONMENTAL ESTIMATES: We expect to incur investigation and remedial
action costs at a number of sites, including 23 former manufactured gas plant
sites. We expect our remaining remedial action costs to be between $37 million
and $90 million. Any significant change in assumptions, such as remediation
techniques, nature and extent of contamination, and legal and regulatory
requirements, could change the remedial action costs for the sites. For
additional details, see Note 2, Uncertainties, "Gas Contingencies - Gas
Environmental Matters."

GAS COST RECOVERY: The MPSC is required by law to allow us to charge customers
for our actual cost of purchased natural gas. The GCR process is designed to
allow us to recover all of our gas costs; however, the MPSC reviews these costs
for prudency in an annual reconciliation proceeding.

GCR YEAR 2002-2003: In March 2004, a settlement agreement was approved by the
MPSC that resulted in a GCR disallowance of $11 million for the GCR period. For
additional details, see Note 2, Uncertainties, "Gas Rate Matters - Gas Cost
Recovery."

GCR YEAR 2003-2004: In June 2004, we filed a reconciliation of GCR for the
12-months ended March 2004. We proposed to refund to our customers $28 million
of overrecovered gas cost, plus interest. The refund will be included in the
2004-2005 GCR plan year. The overrecovery includes the $11 million refund
settlement for the 2002-2003 GCR year, as well as refunds received by us from
our suppliers and

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                                                        Consumers Energy Company

required by the MPSC to be refunded to our customers.

GCR PLAN FOR YEAR 2004-2005: In December 2003, we filed an application with the
MPSC seeking approval of a GCR plan for the 12-month period of April 2004
through March 2005. The second quarter GCR adjustment resulted in a GCR ceiling
price of $6.57. In June 2004, the MPSC issued a final Order in our GCR plan
approving a settlement, which included a quarterly mechanism for setting a GCR
ceiling price. The mechanism did not change the current ceiling price of $6.57.
Actual gas costs and revenues will be subject to an annual reconciliation
proceeding. Our GCR factor for the billing month of August is $6.39 per mcf.

2003 GAS RATE CASE: In March 2003, we filed an application with the MPSC for a
$156 million annual increase in our gas delivery and transportation rates that
included a 13.5 percent return on equity. In September 2003, we filed an update
to our gas rate case that lowered the requested revenue increase from $156
million to $139 million and reduced the return on common equity from 13.5
percent to 12.75 percent. The MPSC authorized an interim gas rate increase of
$19 million annually. The interim increase is under bond and subject to refund
if the final rate relief is a lesser amount. The interim increase order includes
a $34 million reduction in book depreciation expense and related income taxes
effective only during the period of interim relief. The MPSC order allowed us to
increase our rates beginning December 19, 2003. As part of the interim rate
order, we agreed to restrict dividend payments to our parent company, CMS
Energy, to a maximum of $190 million annually during the period of interim
relief. On March 5, 2004, the ALJ issued a Proposal for Decision recommending
that the MPSC not rely upon the projected test year data included in our filing,
which was supported by the MPSC Staff and the ALJ further recommended that the
application be dismissed. In response to the Proposal for Decision, the parties
have filed exceptions and replies to exceptions. The MPSC is not bound by the
ALJ's recommendation and will review the exceptions and replies to exceptions
prior to issuing an order on final rate relief.

2001 GAS DEPRECIATION CASE: In December 2003, we filed an update to our gas
utility plant depreciation case originally filed in June 2001. This case is not
affected by the 2003 gas rate case interim increase order which reduced book
depreciation expense and related income taxes only for the period that we
receive the interim relief.

The June 2001 depreciation case filing was based on December 2000 plant balances
and historical data. The December 2003 filing updates the gas depreciation case
to include December 2002 plant balances. The proposed depreciation rates, if
approved, would result in an annual increase of $12 million in depreciation
expense based on December 2002 plant balances. In June 2004, the ALJ issued a
Proposal for Decision recommending adoption of the Michigan Attorney General's
proposal to reduce our annual depreciation expense by $52 million. In response
to the Proposal for Decision, the parties filed exceptions and are expected to
file replies to exceptions. In our exceptions, we proposed alternative
depreciation rates that would result in an annual decrease of $7 million in
depreciation expense. The MPSC is not bound by the ALJ's recommendation and will
review the exceptions and replies to exceptions prior to issuing an order on
final depreciation rates.

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                                                        Consumers Energy Company

OTHER OUTLOOK

CODE OF CONDUCT: In December 2000, the MPSC issued a new code of conduct that
applies to utilities and alternative electric suppliers. The code of conduct
seeks to prevent financial support, information sharing, and preferential
treatment between a utility's regulated and non-regulated services. The new code
of conduct is broadly written and could affect our:

      -     retail gas business energy related services,

      -     retail electric business energy related services,

      -     marketing of non-regulated services and equipment to Michigan
            customers, and

      -     transfer pricing between our departments and affiliates.

We appealed the MPSC orders related to the code of conduct and sought a deferral
of the orders until the appeal was complete. We also sought waivers available
under the code of conduct to continue utility activities that provide
approximately $50 million in annual electric and gas revenues. In October 2002,
the MPSC denied waivers for three programs including the appliance service plan
offered by us, which generated $34 million in gas revenue in 2003. In March
2004, the Michigan Court of Appeals upheld the MPSC's implementation of the code
of conduct without modification. We filed an application for leave to appeal
with the Michigan Supreme Court, but we cannot predict whether the Michigan
Supreme Court will accept the case or the outcome of any appeal. In April 2004,
the Michigan Governor signed legislation that allows us to remain in the
appliance service business. In June 2004, the MPSC directed the parties to a
pending complaint case involving Consumers to file briefs discussing whether the
case is affected by the legislation.

MCV PARTNERSHIP PROPERTY TAXES: In January 2004, the Michigan Tax Tribunal
issued its decision in the MCV Partnership's tax appeal against the City of
Midland for tax years 1997 through 2000. The MCV Partnership estimates that the
decision will result in a refund to the MCV Partnership of approximately $35
million in taxes plus $9 million of interest. The Michigan Tax Tribunal decision
has been appealed to the Michigan Court of Appeals by the City of Midland and
the MCV Partnership has filed a cross-appeal at the Michigan Court of Appeals.
The MCV Partnership also has a pending case with the Michigan Tax Tribunal for
tax years 2001 through 2004. The MCV Partnership cannot predict the outcome of
these proceedings; therefore, the above refund (net of approximately $15 million
of deferred expenses) has not been recognized in year-to-date 2004 earnings.

LITIGATION AND REGULATORY INVESTIGATION: CMS Energy is the subject of various
investigations as a result of round-trip trading transactions by CMS MST,
including an investigation by the DOJ. Additionally, CMS Energy and Consumers
are named as parties in various litigation including a shareholder derivative
lawsuit, a securities class action lawsuit, and a class action lawsuit alleging
ERISA violations. For additional details regarding these investigations and
litigation, see Note 2, Uncertainties.

NEW ACCOUNTING STANDARDS

FASB INTERPRETATION NO. 46, CONSOLIDATION OF VARIABLE INTEREST ENTITIES: The
FASB issued this Interpretation in January 2003. The objective of the
Interpretation is to assist in determining when one party controls another
entity in circumstances where a controlling financial interest cannot be
properly identified based on voting interests. Entities with this characteristic
are considered variable interest entities. The Interpretation requires the party
with the controlling financial interest, known as the primary beneficiary, in a
variable interest entity to consolidate the entity.

On December 24, 2003, the FASB issued Revised FASB Interpretation No. 46. For
entities that have not

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                                                        Consumers Energy Company

previously adopted FASB Interpretation No. 46, Revised FASB Interpretation No.
46 provided an implementation deferral until the first quarter of 2004. As of
and for the quarter ended March 31, 2004, we adopted Revised FASB Interpretation
No. 46 for all entities.

We determined that we are the primary beneficiary of both the MCV Partnership
and the FMLP. We have a 49 percent partnership interest in the MCV Partnership
and a 46.4 percent partnership interest in the FMLP. Consumers is the primary
purchaser of power from the MCV Partnership through a long-term power purchase
agreement. In addition, the FMLP holds a 75.5 percent lessor interest in the MCV
Facility, which results in Consumers holding a 35 percent lessor interest in the
MCV Facility. Collectively, these interests make us the primary beneficiary of
these entities. As such, we consolidated their assets, liabilities, and
activities into our financial statements for the first time as of and for the
quarter ended March 31, 2004. These partnerships have third-party obligations
totaling $728 million at June 30, 2004. Property, plant, and equipment serving
as collateral for these obligations has a carrying value of $1.453 billion at
June 30, 2004. The creditors of these partnerships do not have recourse to the
general credit of CMS Energy.

We also determined that we are not the primary beneficiary of our trust
preferred security structures. Accordingly, those entities have been
deconsolidated as of December 31, 2003. Company Obligated Trust Preferred
Securities totaling $490 million, that were previously included in mezzanine
equity, have been eliminated due to deconsolidation. As a result of the
deconsolidation, we reflected $506 million of long-term debt - related parties
and reflected an investment in related parties of $16 million.

We are not required to restate prior periods for the impact of this accounting
change.

FASB STAFF POSITION, NO. SFAS 106-2, ACCOUNTING AND DISCLOSURE REQUIREMENTS
RELATED TO THE MEDICARE PRESCRIPTION DRUG, IMPROVEMENT, AND MODERNIZATION ACT OF
2003: The Medicare Prescription Drug, Improvement, and Modernization Act of 2003
(the Act) was signed into law in December 2003. The Act establishes a
prescription drug benefit under Medicare (Medicare Part D) and a federal
subsidy, which is exempt from federal taxation, to sponsors of retiree health
care benefit plans that provide a benefit that is actuarially equivalent to
Medicare Part D. At December 31, 2003, we elected a one-time deferral of the
accounting for the Act, as permitted by FASB Staff Position, No. SFAS 106-1.

The final FASB Staff Position, No. SFAS 106-2 supersedes FASB Staff Position,
No. SFAS 106-1 and provides further accounting guidance. FASB Staff Position,
No. SFAS 106-2 states that for plans that are actuarially equivalent to Medicare
Part D, employers' measures of accumulated postretirement benefit obligations
and postretirement benefit costs should reflect the effects of the Act.

We believe our plan is actuarially equivalent to Medicare Part D and have
incorporated retroactively the effects of the subsidy into our financial
statements as of June 30, 2004, in accordance with FASB Staff Position, No. SFAS
106-2. We remeasured our obligation as of December 31, 2003 to incorporate the
impact of the Act, which resulted in a reduction to the accumulated
postretirement benefit obligation of $148 million. The remeasurement resulted in
a reduction of OPEB cost of $6 million for the three months ended June 30, 2004,
$11 million for the six months ended June 30, 2004, and an expected total
reduction of $23 million for 2004. Consumers capitalizes a portion of OPEB cost
in accordance with regulatory accounting. As such, the remeasurement resulted in
a net reduction of OPEB expense of $4 million for the three months ended June
30, 2004, $8 million for the six months ended June 30, 2004, and an expected
total net expense reduction of $16 million for 2004.

                                     CE-29

<PAGE>

                                                        Consumers Energy Company

                      (This page intentionally left blank)

                                     CE-30

<PAGE>

                            CONSUMERS ENERGY COMPANY
                        CONSOLIDATED STATEMENTS OF INCOME
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                       THREE MONTHS ENDED          SIX MONTHS ENDED
JUNE 30                                                 2004         2003         2004         2003
- ----------------------------------------------------------------------------------------------------
                                                                                         In Millions
<S>                                                   <C>          <C>          <C>          <C>
OPERATING REVENUE                                     $   923      $   902      $ 2,470      $ 2,344

EARNINGS FROM EQUITY METHOD INVESTEES                       -           18            -           34

OPERATING EXPENSES
     Fuel for electric generation                         170           76          324          156
     Purchased and interchange power                       50           75          100          157
     Purchased power - related parties                     15          120           31          252
     Cost of gas sold                                     195          184          858          703
     Cost of gas sold - related parties                    --           --            1           25
     Other operating expenses                             177          167          348          327
     Maintenance                                           57           56          107          108
     Depreciation, depletion and amortization              98           79          231          195
     General taxes                                         50           24          112           83
                                                      ----------------------------------------------
                                                          812          781        2,112        2,006
- ----------------------------------------------------------------------------------------------------

OPERATING INCOME                                          111          139          358          372

OTHER INCOME (DEDUCTIONS)
     Accretion expense                                     (1)          (2)          (2)          (4)
     Interest and dividends                                 4            2            7            5
     Other income                                          11            2           22            4
     Other expense                                         (1)          (1)          (2)         (14)
                                                      ----------------------------------------------
                                                           13            1           25           (9)
- ----------------------------------------------------------------------------------------------------

INTEREST CHARGES
     Interest on long-term debt                            72           51          145           93
     Interest on long-term debt - related parties          11           --           22           --
     Other interest                                         4            3            7            8
     Capitalized interest                                  (1)          (3)          (3)          (5)
                                                      ----------------------------------------------
                                                           86           51          171           96
- ----------------------------------------------------------------------------------------------------

INCOME BEFORE INCOME TAXES                                 38           89          212          267

INCOME TAXES                                               13           37           72          105

MINORITY INTERESTS                                          1           --           11           --
                                                      ----------------------------------------------

NET INCOME                                                 24           52          129          162
PREFERRED STOCK DIVIDENDS                                   1            1            1            1
PREFERRED SECURITIES DISTRIBUTIONS                         --           11           --           22
                                                      ----------------------------------------------

NET INCOME AVAILABLE TO COMMON STOCKHOLDER            $    23      $    40      $   128      $   139
====================================================================================================
</TABLE>

THE ACCOMPANYING CONDENSED NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS.

                                     CE-31

<PAGE>

                            CONSUMERS ENERGY COMPANY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                          Six Months Ended
June 30                                                                    2004        2003
- --------------------------------------------------------------------------------------------
                                                                                 In Millions
<S>                                                                     <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES
 Net income                                                             $   129      $   162
    Adjustments to reconcile net income to net cash
      provided by operating activities
        Depreciation, depletion and amortization (includes nuclear
          decommissioning of $3 and $3, respectively)                       231          195
        Capital lease and other amortization                                 13           13
        Loss on CMS Energy stock                                              -           12
        Distributions from related parties less than earnings                 -          (35)
        Changes in assets and liabilities:
            Increase in accounts receivable and accrued revenue            (106)        (124)
            Increase (decrease) in accounts payable                          44          (41)
            Decrease in inventories                                          75           20
            Deferred income taxes and investment tax credit                  72           74
            Decrease in other assets                                         52           33
            Increase (Decrease) in other liabilities                         54         (120)
                                                                        --------------------

          Net cash provided by operating activities                     $   564      $   189
- --------------------------------------------------------------------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES
  Capital expenditures (excludes assets placed under capital lease)     $  (232)     $  (215)
  Cost to retire property                                                   (37)         (36)
  Restricted cash on hand (a)                                                (2)           -
  Investments in Electric Restructuring Implementation Plan                  (3)          (4)
  Investments in nuclear decommissioning trust funds                         (3)          (3)
  Proceeds from nuclear decommissioning trust funds                          23           18
  Maturity of MCV restricted investment securities held-to-maturity         300            -
  Purchase of MCV restricted investment securities held-to-maturity        (300)           -
  Cash proceeds from sale of assets                                           -           15
                                                                        --------------------

          Net cash used in investing activities                         $  (254)     $  (225)
- --------------------------------------------------------------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from issuance of long term debt                              $     -      $ 1,148
  Retirement of long-term debt                                              (14)        (574)
  Payment of common stock dividends                                        (105)        (109)
  Preferred securities distributions                                          -          (22)
  Payment of preferred stock dividends                                       (1)          (1)
  Payment of capital lease obligations                                       (5)          (7)
  Decrease in notes payable, net                                              -         (457)
                                                                        --------------------

          Net cash used in financing activities                         $  (125)     $   (22)
- --------------------------------------------------------------------------------------------

Net Increase (Decrease) in Cash and Cash Equivalents                    $   185      $   (58)

Cash and Cash Equivalents from Effect of Revised FASB
 Interpretation No. 46                                                      174            -

Cash and Cash Equivalents, Beginning of Period                               46          244
                                                                        --------------------
Cash and Cash Equivalents, End of Period (a)                            $   405      $   186
============================================================================================
</TABLE>

                                     CE-32
<PAGE>

OTHER CASH FLOW ACTIVITIES AND NON-CASH INVESTING AND FINANCING ACTIVITIES WERE:

<TABLE>
<CAPTION>
                                                      In Millions
                                                   Six Months Ended
June 30                                             2004     2003
- ------------------------------------------------------------------
<S>                                                <C>       <C>
CASH TRANSACTIONS
     Interest paid (net of amounts capitalized)     $119     $ 93
     Income taxes paid                                 5       29
     OPEB cash contribution                           33       36

NON-CASH TRANSACTIONS
     Other assets placed under capital lease           1       10
=================================================================
</TABLE>

(a)   Cash and Cash Equivalents decreased $18 million for the six months ended
      June 30, 2003 from the amount previously reported due to the
      reclassification of restricted cash. The change in restricted cash is now
      reflected as an investing activity.

THE ACCOMPANYING CONDENSED NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS.

                                     CE-33
<PAGE>

                            CONSUMERS ENERGY COMPANY
                           CONSOLIDATED BALANCE SHEETS

ASSETS

<TABLE>
<CAPTION>
                                                                               JUNE 30                     JUNE 30
                                                                                2004       DECEMBER 31       2003
                                                                             (UNAUDITED)      2003       (UNAUDITED)
- --------------------------------------------------------------------------------------------------------------------
                                                                                                         In Millions
<S>                                                                          <C>           <C>           <C>
PLANT (AT ORIGINAL COST)
 Electric                                                                    $     7,776   $     7,600   $     7,465
 Gas                                                                               2,898         2,875         2,805
 Other                                                                             2,517            15            21
                                                                             ---------------------------------------
                                                                                  13,191        10,490        10,291
 Less accumulated depreciation, depletion and amortization                         5,520         4,417         4,357
                                                                             ---------------------------------------
                                                                                   7,671         6,073         5,934
 Construction work-in-progress                                                       379           375           427
                                                                             ---------------------------------------
                                                                                   8,050         6,448         6,361
- --------------------------------------------------------------------------------------------------------------------

INVESTMENTS
 Stock of affiliates                                                                  22            20            19
 First Midland Limited Partnership                                                     -           224           263
 Midland Cogeneration Venture Limited Partnership                                      -           419           422
 Other                                                                                18            18             2
                                                                             ---------------------------------------
                                                                                      40           681           706
- --------------------------------------------------------------------------------------------------------------------

CURRENT ASSETS
 Cash and cash equivalents at cost, which approximates market                        405            46           186
 Restricted cash                                                                      20            18            18
 Accounts receivable, notes receivable and accrued revenue, less allowances
   of $8, $8 and $5 respectively                                                     395           257           346
 Accounts receivable - related parties                                                12             4            22
 Inventories at average cost
  Gas in underground storage                                                         664           739           458
  Materials and supplies                                                              72            70            74
  Generating plant fuel stock                                                         60            41            42
 Deferred property taxes                                                             141           143           103
 Regulatory assets                                                                    19            19            19
 Derivative instruments                                                              114             2             2
 Other                                                                                62            78            87
                                                                             ---------------------------------------
                                                                                   1,964         1,417         1,357
- --------------------------------------------------------------------------------------------------------------------

NON-CURRENT ASSETS
 Regulatory Assets
  Securitized costs                                                                  627           648           669
  Postretirement benefits                                                            151           162           174
  Abandoned Midland Project                                                           10            10            11
  Other                                                                              318           266           255
 Nuclear decommissioning trust funds                                                 559           575           553
 Prepaid pension costs                                                               353           364             -
 Other                                                                               337           174           178
                                                                             ---------------------------------------
                                                                                   2,355         2,199         1,840
                                                                             ---------------------------------------

TOTAL ASSETS                                                                 $    12,409   $    10,745   $    10,264
====================================================================================================================
</TABLE>

                                     CE-34
<PAGE>

STOCKHOLDER'S EQUITY AND LIABILITIES

<TABLE>
<CAPTION>
                                                                         JUNE 30                     JUNE 30
                                                                          2004       DECEMBER 31       2003
                                                                       (UNAUDITED)      2003       (UNAUDITED)
- --------------------------------------------------------------------------------------------------------------
                                                                                                   In Millions
<S>                                                                    <C>           <C>           <C>
CAPITALIZATION
 Common stockholder's equity
 Common stock, authorized 125.0 shares; outstanding
   84.1 shares for all periods                                         $       841   $       841   $       841
 Paid-in capital                                                               682           682           682
 Accumulated other comprehensive income (loss)                                  26            17          (183)
 Retained earnings since December 31, 1992                                     544           521           522
                                                                       ---------------------------------------
                                                                             2,093         2,061         1,862

 Preferred stock                                                                44            44            44
 Company-obligated mandatorily redeemable preferred securities
   of subsidiaries                                                               -             -           490

 Long-term debt                                                              3,564         3,583         3,338
 Long-term debt - related parties                                              506           506             -
 Non-current portion of capital and finance lease obligations                  338            58           119
                                                                       ---------------------------------------
                                                                             6,545         6,252         5,853
- --------------------------------------------------------------------------------------------------------------

MINORITY INTERESTS                                                             669             -             -
- --------------------------------------------------------------------------------------------------------------

CURRENT LIABILITIES
 Current portion of long-term debt, capital leases and finance leases          487            38            40
 Notes payable - related parties                                               200           200             -
 Accounts payable                                                              270           200           233
 Accrued taxes                                                                 161           209           129
 Accounts payable - related parties                                             11            75            62
 Current portion of purchase power contract                                     13            27            26
 Deferred income taxes                                                          29            33            39
 Other                                                                         354           185           206
                                                                       ---------------------------------------
                                                                             1,525           967           735
- --------------------------------------------------------------------------------------------------------------

NON-CURRENT LIABILITIES
 Deferred income taxes                                                       1,307         1,233           993
 Regulatory Liabilities
  Cost of removal                                                            1,016           983           950
  Income taxes, net                                                            321           312           313
  Other                                                                        165           172           155
 Postretirement benefits                                                       178           190           597
 Asset retirement obligations                                                  405           358           363
 Deferred investment tax credit                                                 82            85            87
 Power purchase agreement - MCV Partnership                                      -             -            14
 Other                                                                         196           193           204
                                                                       ---------------------------------------
                                                                             3,670         3,526         3,676
- --------------------------------------------------------------------------------------------------------------

COMMITMENTS AND CONTINGENCIES (Notes 1, 2, and 5)

TOTAL STOCKHOLDER'S EQUITY AND LIABILITIES                             $    12,409   $    10,745   $    10,264
==============================================================================================================
</TABLE>

THE ACCOMPANYING CONDENSED NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS.

                                     CE-35
<PAGE>

                            CONSUMERS ENERGY COMPANY
             CONSOLIDATED STATEMENTS OF COMMON STOCKHOLDER'S EQUITY
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                          Three Months Ended         Six Months Ended
JUNE 30                                                                      2004         2003         2004           2003
- -------------------------------------------------------------------------------------------------------------------------
                                                                                                               In Millions
<S>                                                                     <C>          <C>          <C>           <C>
COMMON STOCK
 At beginning and end of period (a)                                     $     841    $     841    $     841     $     841
- -------------------------------------------------------------------------------------------------------------------------

OTHER PAID-IN CAPITAL
 At beginning and end of period                                               682          682          682           682
- -------------------------------------------------------------------------------------------------------------------------

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
 Minimum Pension Liability
  At beginning of period                                                        -         (185)           -          (185)
  Minimum liability pension adjustment (b)                                      -          (17)           -           (17)
                                                                        -------------------------------------------------
  At end of period                                                              -         (202)           -          (202)
                                                                        -------------------------------------------------

Investments
 At beginning of period                                                        10            1            9             1
 Unrealized gain on investments (c)                                             -            7            1             7
                                                                        -------------------------------------------------
 At end of period                                                              10            8           10             8
                                                                        -------------------------------------------------

Derivative Instruments
 At beginning of period                                                        15            9            8             5
 Unrealized gain on derivative instruments (c)                                  4            6           13            13
 Reclassification adjustments included in consolidated net (loss) (c)          (3)          (4)          (5)           (7)
                                                                        -------------------------------------------------
 At end of period                                                              16           11           16            11
- -------------------------------------------------------------------------------------------------------------------------

Total Accumulated Other Comprehensive Income (Loss)                            26         (183)          26          (183)
- -------------------------------------------------------------------------------------------------------------------------

RETAINED EARNINGS
 At beginning of period                                                       548          535          521           545
 Net Income                                                                    24           52          129           162
 Cash dividends declared - Common Stock                                       (27)         (53)        (105)         (162)
 Cash dividends declared - Preferred Stock                                     (1)          (1)          (1)           (1)
 Preferred securities distributions                                             -          (11)           -           (22)
                                                                        -------------------------------------------------
  At end of period                                                            544          522          544           522
- -------------------------------------------------------------------------------------------------------------------------

TOTAL COMMON STOCKHOLDER'S EQUITY                                       $   2,093    $   1,862    $   2,093     $   1,862
=========================================================================================================================
</TABLE>

                                     CE-36
<PAGE>

<TABLE>
<CAPTION>
                                                                                   THREE MONTHS ENDED         SIX MONTHS ENDED
(UNAUDITED)                                                                        2004         2003         2004         2003
- ------------------------------------------------------------------------------   ---------    ---------    ---------    ---------
<S>                                                                              <C>          <C>          <C>          <C>
(a)   Number of shares of common stock outstanding was 84,108,789 for all
      periods presented

(b)   Because of the significant change in the makeup of the pension plan due
      to the sale of Panhandle, SFAS No. 87 required a remeasurement of the
      obligation at the date of sale. The remeasurement resulted in an
      additional charge to Accumulated Other Comprehensive Income of
      approximately $27 million ($17 million after tax) in 2003 as a result of
      the increase in the additional minimum pension liability

(c)   Disclosure of Comprehensive Income (Loss):

       Minimum pension liability adjustment (b)                                  $       -    $     (17)   $       -    $     (17)
       Investments
        Unrealized gain on investments, net of tax of
         $-, $4, $- and $3, respectively                                                 -            7            1            7
       Derivative Instruments
        Unrealized gain on derivative instruments, net of tax
         $3, $3, $7, and $7, respectively                                                4            6           13           13
        Reclassification adjustments included in net income,
         net of tax benefit $2, $2, $3 and $4, respectively                             (3)          (4)          (5)          (7)
Net income                                                                              24           52          129          162
                                                                                 ---------    ---------    ---------    ---------

Total Comprehensive Income                                                       $      25    $      44    $     138    $     158
                                                                                 =========    =========    =========    =========
</TABLE>

THE ACCOMPANYING CONDENSED NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS.

                                     CE-37
<PAGE>

                                                        Consumers Energy Company

                      (This page intentionally left blank)

                                     CE-38
<PAGE>

                                                        Consumers Energy Company

                            CONSUMERS ENERGY COMPANY
              CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

These interim Consolidated Financial Statements have been prepared by Consumers
in accordance with accounting principles generally accepted in the United States
for interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X. As such, certain information and footnote
disclosures normally included in financial statements prepared in accordance
with accounting principles generally accepted in the United States 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 of a
normal recurring nature 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 the Consumers' Form 10-K for the year ended December 31, 2003. Due
to the seasonal nature of Consumers' operations, the results as presented for
this interim period are not necessarily indicative of results to be achieved for
the fiscal year.

1: CORPORATE STRUCTURE AND ACCOUNTING POLICIES

CORPORATE STRUCTURE: Consumers, a subsidiary of CMS Energy, a holding company,
is a combination electric and gas utility company that provides service to
customers in Michigan's Lower Peninsula. Our customer base includes a mix of
residential, commercial, and diversified industrial customers, the largest
segment of which is the automotive industry.

PRINCIPLES OF CONSOLIDATION: The consolidated financial statements include
Consumers, and all other entities in which we have a controlling financial
interest or are the primary beneficiary, in accordance with Revised FASB
Interpretation No. 46. The primary beneficiary of a variable interest entity is
the party that absorbs or receives a majority of the entity's expected losses or
expected residual returns or both as a result of holding variable interests,
which are ownership, contractual, or other economic interests. In 2004, we
consolidated the MCV Partnership and the FMLP in accordance with Revised FASB
Interpretation No. 46. For additional details, see Note 7, Implementation of New
Accounting Standards. We use the equity method of accounting for investments in
companies and partnerships that are not consolidated, where we have significant
influence over operations and financial policies, but are not the primary
beneficiary. Intercompany transactions and balances have been eliminated.

USE OF ESTIMATES: We prepare our financial statements in conformity with
accounting principles generally accepted in the United States. We are required
to make estimates using assumptions that may affect the reported amounts and
disclosures. Actual results could differ from those estimates.

We are required to record estimated liabilities in the financial statements when
it is probable that a loss will be incurred in the future as a result of a
current event, and when the amount can be reasonably estimated. We have used
this accounting principle to record estimated liabilities as discussed in Note
2, Uncertainties.

                                     CE-39
<PAGE>

                                                        Consumers Energy Company

REVENUE RECOGNITION POLICY: We recognize revenues from deliveries of electricity
and natural gas, and the storage of natural gas when services are provided.
Sales taxes are recorded as liabilities and are not included in revenues.

CAPITALIZED INTEREST: We are required to capitalize interest on certain
qualifying assets that are undergoing activities to prepare them for their
intended use. Capitalization of interest for the period is limited to the actual
interest cost that is incurred. Our regulated businesses are permitted to
capitalize an allowance for funds used during construction on regulated
construction projects and to include such amounts in plant in service.

CASH EQUIVALENTS AND RESTRICTED CASH: All highly liquid investments with an
original maturity of three months or less are considered cash equivalents. At
June 30, 2004, our restricted cash on hand was $20 million. Restricted cash
primarily includes cash dedicated for repayment of Securitization bonds. It is
classified as a current asset as the payments on the related Securitization
bonds occur within one year.

FINANCIAL INSTRUMENTS: We account for investments in debt and equity securities
using SFAS No. 115. Debt and equity securities can be classified into one of
three categories: held-to-maturity, trading, or available-for-sale. Our debt
securities are classified as held-to-maturity securities and are reported at
cost. Our investments in equity securities are classified as available-for-sale
securities. They are reported at fair value, with any unrealized gains or losses
resulting from changes in fair value reported in equity as part of accumulated
other comprehensive income and are excluded from earnings unless such changes in
fair value are determined to be other than temporary. Unrealized gains or losses
resulting from changes in the fair value of our nuclear decommissioning
investments are reflected in Regulatory Liabilities. The fair value of our
equity securities is determined from quoted market prices. For additional
details regarding financial instruments, see Note 4, Financial and Derivative
Instruments.

NUCLEAR FUEL COST: We amortize nuclear fuel cost to fuel expense based on the
quantity of heat produced for electric generation. For nuclear fuel used after
April 6, 1983, we charge disposal costs to nuclear fuel expense, recover these
costs through electric rates, and remit them to the DOE quarterly. We elected to
defer payment for disposal of spent nuclear fuel burned before April 7, 1983. As
of June 30, 2004, we have recorded a liability to the DOE for $140 million,
including interest, which is payable upon the first delivery of spent nuclear
fuel to the DOE. The amount of this liability, excluding a portion of interest,
was recovered through electric rates. For additional details on disposal of
spent nuclear fuel, see Note 2, Uncertainties, "Other Electric Uncertainties -
Nuclear Matters."

OTHER INCOME AND OTHER EXPENSE: The following tables show the components of
Other income and Other expense:

<TABLE>
<CAPTION>
                                                                               In Millions
- ------------------------------------------------------------------------------------------
                                                Three Months Ended        Six Months Ended
                                             ---------------------------------------------
June 30                                           2004        2003        2004        2003
- ------------------------------------------------------------------------------------------
<S>                                          <C>         <C>         <C>         <C>
Other income
     PA 141 Return on Capital Expenditures   $       9   $       -   $      18   $       -
     Electric restructuring return                   1           2           3           3
     All other                                       1           -           1           1
- ------------------------------------------------------------------------------------------

Total other income                           $      11   $       2   $      22   $       4
==========================================================================================
</TABLE>

                                     CE-40
<PAGE>

                                                        Consumers Energy Company

<TABLE>
<CAPTION>
                                                                             In Millions
- ----------------------------------------------------------------------------------------
                                          Three Months Ended         Six Months Ended
                                        ------------------------------------------------
June 30                                      2004         2003         2004         2003
- ----------------------------------------------------------------------------------------
<S>                                     <C>          <C>          <C>          <C>
Other expense
     Loss on CMS Energy stock           $       -    $       -    $       -    $     (12)
     Civic and political expenditures           -            -           (1)          (1)
     All other                                 (1)          (1)          (1)          (1)
- ----------------------------------------------------------------------------------------

Total other expense                     $      (1)   $      (1)   $      (2)   $     (14)
=====================================   =========    =========    =========    =========
</TABLE>

PROPERTY, PLANT, AND EQUIPMENT: We record property, plant, and equipment at
original cost when placed into service. When regulated assets are retired, or
otherwise disposed of in the ordinary course of business, the original cost is
charged to accumulated depreciation and cost of removal, less salvage is
recorded as a regulatory liability. For additional details, see Note 6, Asset
Retirement Obligations. An allowance for funds used during construction is
capitalized on regulated construction projects. With respect to the retirement
or disposal of non-regulated assets, the resulting gains or losses are
recognized in income.

RECLASSIFICATIONS: Certain prior year amounts have been reclassified for
comparative purposes. These reclassifications did not affect consolidated net
income for the years presented.

REPORTABLE SEGMENTS: Our reportable segments are strategic business units
organized and managed by the nature of the products and services each provides.
We evaluate performance based upon the net income available to the common
stockholder of each segment. We operate principally in two segments: electric
utility and gas utility.

The electric utility segment consists of regulated activities associated with
the generation and distribution of electricity in the state of Michigan. The gas
utility segment consists of regulated activities associated with the
transportation, storage, and distribution of natural gas in the state of
Michigan.

Accounting policies of the segments are the same as we describe in this Note.
Our financial statements reflect the assets, liabilities, revenues, and expenses
directly related to the electric and gas segment where it is appropriate. We
allocate accounts between the electric and gas segments where common accounts
are attributable to both segments. The allocations are based on certain measures
of business activities such as revenue, labor dollars, customers, other
operation and maintenance and construction expense, leased property, taxes, or
functional surveys. For example, customer receivables are allocated based on
revenue. Pension provisions are allocated based on labor dollars.

The following table shows our financial information by reportable segment. We
account for inter-segment sales and transfers at current market prices and
eliminate them in consolidated net income available to common stockholder by
segment. The "Other" segment includes our consolidated special purpose entity
for the sale of trade receivables and our variable interest entities.

                                     CE-41
<PAGE>

                                                        Consumers Energy Company

<TABLE>
<CAPTION>
                                                                                 In Millions
- --------------------------------------------------------------------------------------------
                                               Three Months Ended        Six Months Ended
                                             ----------------------   ----------------------
June 30                                           2004         2003        2004         2003
- ------------------------------------------   ---------    ---------   ---------    ---------
<S>                                          <C>          <C>         <C>          <C>
Operating revenue
     Electric                                $     612    $     603   $   1,243    $   1,256
     Gas                                           300          299       1,205        1,088
     Other                                          11            -          22            -
                                             ---------    ---------   ---------    ---------

Total Operating Revenue                      $     923    $     902   $   2,470    $   2,344
                                             =========    =========   =========    =========

Net income available to common stockholder
     Electric                                $      27    $      35   $      75    $      86
     Gas                                             1            5          57           59
     Other                                          (5)           -          (4)          (6)
                                             ---------    ---------   ---------    ---------

Total Net Income                             $      23    $      40   $     128    $     139
                                             =========    =========   =========    =========
</TABLE>

UTILITY REGULATION: We account for the effects of regulation based on the
regulated utility accounting standard SFAS No. 71. As a result, the actions of
regulators affect when we recognize revenues, expenses, assets, and liabilities.

SFAS No. 144 imposes strict criteria for retention of regulatory-created assets
by requiring that such assets be probable of future recovery at each balance
sheet date. Management believes these assets are probable of future recovery.

2: UNCERTAINTIES

Several business trends or uncertainties may affect our financial results and
condition. These trends or uncertainties have, or we reasonably expect could
have, a material impact on revenues or income from continuing electric and gas
operations. Such trends and uncertainties include:

            Environmental

      -     increased capital expenditures and operating expenses for Clean Air
            Act compliance, and

      -     potential environmental liabilities arising from various
            environmental laws and regulations, including potential liability or
            expense relating to the Michigan Natural Resources and Environmental
            Protection Acts, Superfund, and at former manufactured gas plant
            facilities.

            Restructuring

      -     response of the MPSC and Michigan legislature to electric industry
            restructuring issues,

      -     ability to meet peak electric demand requirements at a reasonable
            cost, without market disruption,

      -     ability to recover any of our net Stranded Costs under the
            regulatory policies being followed by the MPSC,

      -     effects of lost electric supply load to alternative electric
            suppliers, and

      -     status as an electric transmission customer, instead of an electric
            transmission owner.

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                                                        Consumers Energy Company

            Regulatory

      -     recovery of nuclear decommissioning costs,

      -     responses from regulators regarding the storage and ultimate
            disposal of spent nuclear fuel,

      -     inadequate regulatory response to applications for requested rate
            increases, and

      -     response to increases in gas costs, including adverse regulatory
            response and reduced gas use by customers.

            Other

      -     pending litigation regarding PURPA qualifying facilities, and

      -     other pending litigation.

SEC AND OTHER INVESTIGATIONS: As a result of round-trip trading transactions by
CMS MST, CMS Energy's Board of Directors established a Special Committee to
investigate matters surrounding the transactions and retained outside counsel to
assist in the investigation. The Special Committee completed its investigation
and reported its findings to the Board of Directors in October 2002. The Special
Committee concluded, based on an extensive investigation, that the round-trip
trades were undertaken to raise CMS MST's profile as an energy marketer with the
goal of enhancing its ability to promote its services to new customers. The
Special Committee found no effort to manipulate the price of CMS Energy Common
Stock or affect energy prices. The Special Committee also made recommendations
designed to prevent any recurrence of this practice. Previously, CMS Energy
terminated its speculative trading business and revised its risk management
policy. The Board of Directors adopted, and CMS Energy has implemented the
recommendations of the Special Committee.

CMS Energy is cooperating with an investigation by the DOJ concerning round-trip
trading. CMS Energy is unable to predict the outcome of this matter and what
effect, if any, this investigation will have on its business. In March 2004, the
SEC approved a cease-and-desist order settling an administrative action against
CMS Energy related to round-trip trading. The order did not assess a fine and
CMS Energy neither admitted nor denied the order's findings. The settlement
resolved the SEC investigation involving CMS Energy and CMS MST.

SECURITIES CLASS ACTION LAWSUITS: Beginning on May 17, 2002, a number of
securities class action complaints were filed against CMS Energy, Consumers, and
certain officers and directors of CMS Energy and its affiliates. The complaints
were filed as purported class actions in the United States District Court for
the Eastern District of Michigan, by shareholders who allege that they purchased
CMS Energy's securities during a purported class period. The cases were
consolidated into a single lawsuit and an amended and consolidated class action
complaint was filed on May 1, 2003. The consolidated complaint contains a
purported class period beginning on May 1, 2000 and running through March 31,
2003. It generally seeks unspecified damages based on allegations that the
defendants violated United States securities laws and regulations by making
allegedly false and misleading statements about CMS Energy's business and
financial condition, particularly with respect to revenues and expenses recorded
in connection with round-trip trading by CMS MST. The judge issued an opinion
and order dated March 31, 2004 in connection with various pending motions,
including plaintiffs' motion to amend the complaint and the motions to dismiss
the complaint filed by CMS Energy, Consumers and other defendants. The judge
directed plaintiffs to file an amended complaint under seal and ordered an
expedited hearing on the motion to amend, which was held on May 12, 2004. At the
hearing, the judge ordered plaintiffs to file a Second Amended Consolidated
Class Action complaint deleting Counts III and IV relating to purchasers of CMS
PEPS, which the judge ordered dismissed with prejudice. Plaintiffs filed this
complaint on May 26, 2004. CMS Energy, Consumers, and the individual defendants
filed new motions to dismiss on June 21, 2004. A hearing on those motions
occurred on August 2, 2004 and the judge has taken the matter under advisement.
CMS Energy, Consumers and the individual defendants will

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                                                        Consumers Energy Company

defend themselves vigorously but cannot predict the outcome of this litigation.

ERISA LAWSUITS: CMS Energy is a named defendant, along with Consumers, CMS MST,
and certain named and unnamed officers and directors, in two lawsuits brought as
purported class actions on behalf of participants and beneficiaries of the CMS
Employees' Savings and Incentive Plan (the Plan). The two cases, filed in July
2002 in United States District Court for the Eastern District of Michigan, were
consolidated by the trial judge and an amended consolidated complaint was filed.
Plaintiffs allege breaches of fiduciary duties under ERISA and seek restitution
on behalf of the Plan with respect to a decline in value of the shares of CMS
Energy Common Stock held in the Plan. Plaintiffs also seek other equitable
relief and legal fees. The judge issued an opinion and order dated March 31,
2004 in connection with the motions to dismiss filed by CMS Energy, Consumers
and the individuals. The judge dismissed certain of the amended counts in the
plaintiffs' complaint and denied CMS Energy's motion to dismiss the other claims
in the complaint. CMS Energy, Consumers and the individual defendants filed
answers to the amended complaint on May 14, 2004. A trial date has not been set,
but is expected to be no earlier than late in 2005. CMS Energy and Consumers
will defend themselves vigorously but cannot predict the outcome of this
litigation.

ELECTRIC CONTINGENCIES

ELECTRIC ENVIRONMENTAL MATTERS: Our operations are subject to environmental laws
and regulations. Costs to operate our facilities in compliance with these laws
and regulations generally have been recovered in customer rates.

Clean Air: The EPA and the state regulations require us to make significant
capital expenditures estimated to be $771 million. As of June 30, 2004, we have
incurred $489 million in capital expenditures to comply with the EPA regulations
and anticipate that the remaining $282 million of capital expenditures will be
made between 2004 and 2009. These expenditures include installing catalytic
reduction technology at some of our coal-fired electric plants. Based on the
Customer Choice Act, beginning January 2004, an annual return of and on these
types of capital expenditures, to the extent they are above depreciation levels,
is expected to be recoverable from customers, subject to the MPSC prudency
hearing.

The EPA has alleged that some utilities have incorrectly classified plant
modifications as "routine maintenance" rather than seek modification permits
from the EPA. We have received and responded to information requests from the
EPA on this subject. We believe that we have properly interpreted the
requirements of "routine maintenance." If our interpretation is found to be
incorrect, we may be required to install additional pollution controls at some
or all of our coal-fired electric plants and potentially pay fines.
Additionally, the viability of certain plants remaining in operation could be
called into question.

In addition to modifying the coal-fired electric plants, we expect to purchase
nitrogen oxide emissions credits for years 2004 through 2008. The cost of these
credits is estimated to average $8 million per year and is accounted for as
inventory. The credit inventory is expensed as the coal-fired electric plants
generate electricity. The price for nitrogen oxide emissions credits is volatile
and could change substantially.

The EPA has proposed a Clean Air Interstate Rule that would require additional
coal-fired electric plant emission controls for nitrogen oxides and sulfur
dioxide. If implemented, this rule would potentially require expenditures
equivalent to those efforts in progress required to reduce nitrogen oxide
emissions under the Title I provisions of the Clean Air Act. The rule proposes a
two-phase program to reduce emissions of sulfur dioxide by 70 percent and
nitrogen oxides by 65 percent by 2015. Additionally, the

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                                                        Consumers Energy Company

EPA also proposed two alternative sets of rules to reduce emissions of mercury
and nickel from coal-fired and oil-fired electric plants. Until the proposed
environmental rules are finalized, an accurate cost of compliance cannot be
determined.

Several bills have been introduced in the United States Congress that would
require reductions in emissions of greenhouse gases. We cannot predict whether
any federal mandatory greenhouse gas emission reduction rules ultimately will be
enacted, or the specific requirements of any such rules if they were to become
law.

To the extent that greenhouse gas emission reduction rules come into effect,
such mandatory emissions reduction requirements could have far-reaching and
significant implications for the energy sectors. We cannot estimate the
potential effect of United States federal or state level greenhouse gas policy
on future consolidated results of operations, cash flows or financial position
due to the speculative nature of the policy. We stay abreast of and engage in
the greenhouse gas policy developments, and will continue to assess and respond
to their potential implications on our business operations.

Water: In March 2004, the EPA changed the rules that govern generating plant
cooling water intake systems. The new rules require significant reduction in
fish killed by operating equipment. Some of our facilities will be required to
comply by 2006. We are studying the rules to determine the most cost-effective
solutions for compliance.

Cleanup and Solid Waste: Under the Michigan Natural Resources and Environmental
Protection Act, we expect that we will ultimately incur investigation and
remedial action costs at a number of sites. We believe that these costs will be
recoverable in rates under current ratemaking policies.

We are a potentially responsible party at several contaminated sites
administered under Superfund. Superfund liability is joint and several, meaning
that many other creditworthy parties with substantial assets are potentially
responsible with respect to the individual sites. Based on past experience, we
estimate that our share of the total liability for the known Superfund sites
will be between $1 million and $9 million. As of June 30, 2004, we have recorded
a liability for the minimum amount of our estimated Superfund liability.

In October 1998, during routine maintenance activities, we identified PCB as a
component in certain paint, grout, and sealant materials at the Ludington Pumped
Storage facility. We removed and replaced part of the PCB material. We have
proposed a plan to deal with the remaining materials and are awaiting a response
from the EPA.

LITIGATION: In October 2003, a group of eight PURPA qualifying facilities
selling power to us filed a lawsuit in Ingham County Circuit Court. The lawsuit
alleges that we incorrectly calculated the energy charge payments made pursuant
to power purchase agreements with qualifying facilities. More specifically, the
lawsuit alleges that we should be basing the energy charge calculation on the
cost of more expensive eastern coal, rather than on the cost of the coal
actually burned by us for use in our coal-fired generating plants. We believe we
have been performing the calculation in the manner prescribed by the power
purchase agreements, and have filed a request with the MPSC (as a supplement to
the PSCR plan) that asks the MPSC to review this issue and to confirm that our
method of performing the calculation is correct. We filed a motion to dismiss
the lawsuit in the Ingham County Circuit Court due to the pending request at the
MPSC concerning the PSCR plan case. In February 2004, the judge ruled on the
motion and deferred to the primary jurisdiction of the MPSC. This ruling
resulted in a dismissal of the circuit court case without prejudice. Although
only eight qualifying facilities have raised the issue, the same energy charge
methodology is used in the PPA with the MCV Partnership and in

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                                                        Consumers Energy Company

approximately 20 additional power purchase agreements with us, representing a
total of 1,670 MW of electric capacity. The eight plaintiff qualifying
facilities have appealed the dismissal of the circuit court case to the Michigan
Court of Appeals. We cannot predict the outcome of this matter.

ELECTRIC RESTRUCTURING MATTERS

ELECTRIC RESTRUCTURING LEGISLATION: The Michigan legislature passed electric
utility restructuring legislation known as the Customer Choice Act. This Act:

      -     allows all customers to choose their electric generation supplier
            effective January 1, 2002,

      -     provides a one-time five percent residential electric rate
            reduction,

      -     froze all electric rates through December 31, 2003, and established
            a rate cap for residential customers through at least December 31,
            2005, and a rate cap for small commercial and industrial customers
            through at least December 31, 2004,

      -     allows deferred recovery of an annual return of and on capital
            expenditures in excess of depreciation levels incurred during and
            before the rate freeze-cap period,

      -     allows for the use of Securitization bonds to refinance qualified
            costs,

      -     allows recovery of net Stranded Costs and implementation costs
            incurred as a result of the passage of the act,

      -     requires Michigan utilities to join a FERC-approved RTO or sell
            their interest in transmission facilities to an independent
            transmission owner,

      -     requires Consumers, Detroit Edison, and AEP to jointly expand their
            available transmission capability by at least 2,000 MW, and

      -     establishes a market power supply test that, if not met, may require
            transferring control of generation resources in excess of that
            required to serve retail sales requirements.

The following summarizes our status under the last three provisions of the
Customer Choice Act. First, we chose to sell our interest in our transmission
facilities to an independent transmission owner to comply with the Customer
Choice Act; for additional details regarding the sale of the transmission
facility, see "Transmission Sale" within this section. Second, in July 2002, the
MPSC issued an order approving our plan to achieve the increased transmission
capacity required under the Customer Choice Act. We have completed the
transmission capacity projects identified in the plan and have submitted
verification of this fact to the MPSC. We believe we are in full compliance.
Lastly, in September 2003, the MPSC issued an order finding that we are in
compliance with the market power supply test set forth in the Customer Choice
Act.

ELECTRIC ROA: The MPSC approved revised tariffs that establish the rates, terms,
and conditions under which retail customers are permitted to choose an electric
supplier. These revised tariffs allow ROA customers, upon as little as 30 days
notice to us, to return to our generation service at current tariff rates. If
any class of customers' (residential, commercial, or industrial) ROA load
reaches ten percent of our total load for that class of customers, then
returning ROA customers for that class must give 60 days notice to return to our
generation service at current tariff rates. However, we may not have capacity
available to serve returning ROA customers that is sufficient or reasonably
priced. As a result, we may be forced to purchase electricity on the spot market
at higher prices than we can recover from our customers during the rate cap
periods. We cannot predict the total amount of electric supply load that may be
lost to alternative electric suppliers. As of July 2004, alternative electric
suppliers are providing 858 MW of load. This amount represents 11 percent of the
total distribution load and an increase of 49 percent compared to July 2003.

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                                                        Consumers Energy Company

ELECTRIC RESTRUCTURING PROCEEDINGS: Below is a discussion of our electric
restructuring proceedings. They are:

      -     Securitization,

      -     Stranded Costs,

      -     implementation costs,

      -     security costs, and

      -     transmission rates.

The following chart summarizes the filings with the MPSC. For additional details
related to these proceedings, see related sections within this Note.

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------
                   Years      Years         Requested
Proceeding         Filed     Covered         Amounts                       Status
- ---------------------------------------------------------------------------------------------------
<S>              <C>         <C>         <C>                 <C>
Securitization   2003        N/A         $1.083 billion      Received order from the MPSC
                                                             authorizing the issuance of
                                                             Securitization bonds in the amount of
                                                             $554 million.  Pending MPSC order
                                                             resolving outstanding issues.

Stranded Costs   2002-2004   2000-2003   $137 million (a)    MPSC ruled that we experienced zero
                                                             Stranded Costs for 2000 through 2001,
                                                             which we are appealing.  Filings for
                                                             2002 and 2003 in the amount of
                                                             $116 million are still pending MPSC
                                                             approval.

Implementation   1999-2004   1997-2003   $91 million (b)     MPSC allowed $68 million for the
Costs                                                        years 1997-2001, plus $20 million for
                                                             the cost of money through 2003.
                                                             Implementation cost filings for 2002
                                                             and 2003 in the amount of $8 million,
                                                             which includes the cost of money
                                                             through 2003, are still pending MPSC
                                                             approval.

Security Costs   2004        2001-2005   $25 million         Pending MPSC approval.  As of
                                                             June 30, 2004, we have recorded
                                                             $7 million of costs incurred as a
                                                             regulatory asset.
===================================================================================================
</TABLE>

(a) Amount includes the cost of money through the year in which we expected to
receive recovery from the MPSC and assumes the issuance of Securitization bonds
in an amount that includes Clean Air Act investments. If Clean Air Act
investments were not included in the issuance of Securitization bonds, Stranded
Costs requested would total $304 million.

(b) Amounts include the cost of money through year incurred.

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                                                        Consumers Energy Company

Securitization: The Customer Choice Act allows for the use of Securitization
bonds to refinance certain qualified costs. Since Securitization involves
issuing bonds secured by a revenue stream from rates collected directly from
customers to service the bonds, Securitization bonds typically have a higher
credit rating than conventional utility corporate financing. In 2000 and 2001,
the MPSC issued orders authorizing us to issue Securitization bonds. We issued
our first Securitization bonds in late 2001. Securitization resulted in:

      -     lower interest costs, and

      -     longer amortization periods for the securitized assets.

We will recover the repayment of principal, interest, and other expenses
relating to the bond issuance through a Securitization charge and a tax charge
that began in December 2001. These charges are subject to an annual true up
until one year before the last scheduled bond maturity date, and no more than
quarterly thereafter. The December 2003 true up modified the total
Securitization and related tax charges from 1.746 mills per kWh to 1.718 mills
per kWh. There will be no impact on customer bills from Securitization for most
of our electric customers until the Customer Choice Act cap period expires, and
an electric rate case is processed. Securitization charge collections, $25
million for the six months ended June 30, 2004, and $25 million for the six
months ended June 30, 2003, are remitted to a trustee. Securitization charge
collections are restricted to the repayment of the principal and interest on the
Securitization bonds and payment of the ongoing expenses of Consumers Funding.
Consumers Funding is legally separate from Consumers. The assets and income of
Consumers Funding, including the securitized property, are not available to
creditors of Consumers or CMS Energy.

In March 2003, we filed an application with the MPSC seeking approval to issue
additional Securitization bonds. In June 2003, the MPSC issued a financing order
authorizing the issuance of Securitization bonds in the amount of $554 million.
This amount relates to Clean Air Act expenditures and associated return on those
expenditures through December 31, 2002, ROA implementation costs and previously
authorized return on those expenditures through December 31, 2000, and other up
front qualified costs related to issuance of the Securitization bonds. In July
2003, we filed for rehearing and clarification on a number of features in the
financing order.

In December 2003, the MPSC ordered remanded hearings in response to our request
for rehearing and clarification. In March 2004, the MPSC conducted the remanded
hearings and the matter is presently before the MPSC awaiting a decision.

In May 2004, we withdrew our request for approved implementation costs incurred
for the years 1998 through 2000 from the Securitization case, as we chose
recovery of the approved implementation costs through the use of a surcharge, as
described in "Implementation Costs" within this section. However, qualified
Clean Air Act costs, after taking out implementation costs, still exceed the
$554 million MPSC limit on the amount of securitized bonds. As a result, we did
not request a decrease to allowable securitized costs. If and when the MPSC
issues an order with favorable terms, then the order will become effective upon
our acceptance.

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                                                        Consumers Energy Company

Stranded Costs: The Customer Choice Act allows electric utilities to recover
their net Stranded Costs, without defining the term. The Act directs the MPSC to
establish a method of calculating net Stranded Costs and of conducting related
true-up adjustments. In December 2001, the MPSC Staff recommended a methodology,
which calculated net Stranded Costs as the shortfall between:

      -     the revenue required to cover the costs associated with fixed
            generation assets and capacity payments associated with purchase
            power agreements, and

      -     the revenues received from customers under existing rates available
            to cover the revenue requirement.

The MPSC authorizes us to use deferred accounting to recognize the future
recovery of costs determined to be stranded. According to the MPSC, net Stranded
Costs are to be recovered from ROA customers through a Stranded Cost transition
charge. However, the MPSC has not yet allowed such a transition charge. The MPSC
has declined to resolve numerous issues regarding the net Stranded Cost
methodology in a way that would allow a reliable prediction of the level of
Stranded Costs. As a result, we have not recorded regulatory assets to recognize
the future recovery of such costs.

The following table outlines the applications filed by us with the MPSC and the
status of recovery for these costs:

<TABLE>
<CAPTION>
                                                                                 In Millions
- --------------------------------------------------------------------------------------------
                                                     Requested, without the
                   Requested, with the issuance    issuance of Securitization
                   of Securitization bonds that   bonds that include Clean Air
Year      Year         include Clean Air Act       Act investment and cost of    Recoverable
Filed   Incurred   investment and cost of money               money                 amount
- --------------------------------------------------------------------------------------------
<S>     <C>        <C>                            <C>                            <C>
2002        2000                $12                            $ 26                   $ -
2002        2001                  9                              46                     -
2003        2002                 47                             104                Pending
2004        2003                 69                             128                Pending

============================================================================================
</TABLE>

We are currently in the process of appealing the MPSC orders regarding Stranded
Costs for 2000 and 2001 with the Michigan Court of Appeals and the Michigan
Supreme Court. In June 2004, the MPSC conducted hearings for our 2002 Stranded
Cost application. Once a final financing order on Securitization is reached, we
will know the amount of our request for net Stranded Cost recovery for 2002. In
July 2004, the ALJ issued a proposal for decision in our 2002 net Stranded Cost
case, which recommended that the MPSC find that we incurred net Stranded Costs
of $12 million. This recommendation includes the cost of money through July 2004
and excludes Clean Air Act investments.

The MPSC has scheduled hearings for our 2003 Stranded Cost application for
August 2004. In July 2004, the MPSC Staff issued a position on our 2003 net
Stranded Cost application, which resulted in a Stranded Cost calculation of $52
million. The amount includes the cost of money, but excludes Clean Air Act
investments. We cannot predict how the MPSC will rule on our requests for
recoverability of 2002 and 2003 Stranded Costs or whether the MPSC will adopt a
Stranded Cost recovery method that will offset fully any associated margin loss
from ROA.

Implementation Costs: The Customer Choice Act allows electric utilities to
recover their implementation costs. The following table outlines the
applications filed by us with the MPSC and the status of recovery for these
costs:

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                                                        Consumers Energy Company

<TABLE>
<CAPTION>
                                                                                    In Millions
- -----------------------------------------------------------------------------------------------
                                                                       Recoverable, including
                                     (b)                               cost of money through
Year Filed        Year Incurred   Requested   Disallowed   Allowed             2003
- -----------------------------------------------------------------------------------------------
<S>               <C>             <C>         <C>          <C>       <C>
1999               1997 & 1998       $20            $5         $15                          $22
2000                      1999        30             5          25                           33
2001                      2000        25             5          20                           24
2002                      2001         8             -           8                            9
2003 & 2004 (a)           2002         7       Pending     Pending                      Pending
2004                      2003         1       Pending     Pending                      Pending
===============================================================================================
</TABLE>

(a) On March 31, 2004, we requested additional 2002 implementation cost recovery
of $5 million related to our former participation in the development of the
Alliance RTO. This cost has been expensed; therefore, the amount is not included
as a regulatory asset.

(b) Amounts include the cost of money through year incurred.

In addition to seeking MPSC approval for these costs, we are pursuing
authorization at the FERC for the MISO to reimburse us for approximately $8
million, for implementation costs related to our former participation in the
development of the Alliance RTO which includes the $5 million pending approval
by the MPSC as part of 2002 implementation costs recovery. These costs have
generally either been expensed or approved as recoverable implementation costs
by the MPSC. The FERC has denied our request for reimbursement and we are
appealing the FERC ruling at the United States Court of Appeals for the District
of Columbia. We cannot predict the outcome of the appeal process or the ultimate
amount, if any, we will collect for Alliance RTO development costs.

The MPSC disallowed certain costs, determining that these amounts did not
represent costs incremental to costs already reflected in electric rates. As of
June 30, 2004, we incurred and deferred as a regulatory asset $94 million of
implementation costs, which includes $25 million associated with the cost of
money. We believe the implementation costs and associated cost of money are
fully recoverable in accordance with the Customer Choice Act.

In June 2004, following an appeal and remand of initial MPSC orders relating to
1999 implementation costs, the MPSC authorized the recovery of all previously
approved implementation costs for the years 1997 through 2001 totaling $88
million. This total includes carrying costs through 2003. Additional carrying
costs will be added until collection occurs. The implementation costs will be
recovered through surcharges over 36-month collection periods and phased in as
applicable rate caps expire. We cannot predict the amounts the MPSC will approve
as recoverable costs for 2002 and 2003.

Security Costs: The Customer Choice Act, as amended, allows for recovery of new
and enhanced security costs, as a result of federal and state regulatory
security requirements incurred before January 1, 2006. All retail customers,
except customers of alternative electric suppliers, would pay these charges. In
April 2004, we filed a security cost recovery case with the MPSC for costs for
which recovery has not yet been granted through other means. The requested
amount includes reasonable and prudent security enhancements through December
31, 2005. The costs are for enhanced security and insurance because of federal
and state regulatory security requirements imposed after the September 11, 2001
terrorist attacks. In July 2004, a settlement was reached with the parties to
the case, which would provide for full recovery of the requested security costs
over a five-year period beginning in

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                                                        Consumers Energy Company

2004. We are presently awaiting approval from the MPSC. We cannot predict how
the MPSC will rule on our request for the recoverability of security costs. The
following table outlines the applications filed by us with the MPSC and the
status of recovery for these costs:

<TABLE>
<CAPTION>
                                                                  In Millions
- -----------------------------------------------------------------------------
Year      Years                 Regulatory asset as of
Filed   Incurred    Requested        June 30, 2004       Disallowed   Allowed
- -----------------------------------------------------------------------------
<S>     <C>         <C>         <C>                      <C>          <C>
2004    2001-2005      $25               $7               Pending     Pending
=============================================================================
</TABLE>

Transmission Rates: Our application of JOATT transmission rates to customers
during past periods is under FERC review. The rates included in these tariffs
were applied to certain transmission transactions affecting both Detroit
Edison's and our transmission systems between 1997 and 2002. We believe our
reserve is sufficient to satisfy our refund obligation to any of our former
transmission customers under our former JOATT.

TRANSMISSION SALE: In May 2002, we sold our electric transmission system to MTH,
a non-affiliated limited partnership whose general partner is a subsidiary of
Trans-Elect, Inc. We are currently in arbitration with MTH regarding property
tax items used in establishing the selling price of our electric transmission
system. An unfavorable outcome could result in a reduction of sale proceeds
previously recognized of approximately $2 million to $3 million.

Under an agreement with MTH, our transmission rates are fixed by contract at
current levels through December 31, 2005, and are subject to the FERC ratemaking
thereafter. However, we are subject to certain additional MISO surcharges, which
we estimate to be $10 million in 2004.

ELECTRIC RATE MATTERS

PERFORMANCE STANDARDS: Electric distribution performance standards developed by
the MPSC became effective in February 2004. The standards relate to restoration
after outages, safety, and customer services. The MPSC order calls for financial
penalties in the form of customer credits if the standards for the duration and
frequency of outages are not met. We met or exceeded all approved standards for
year-end results for both 2002 and 2003. As of June 2004, we are in compliance
with the acceptable level of performance. We are a member of an industry
coalition that has appealed the customer credit portion of the performance
standards to the Michigan Court of Appeals. We cannot predict the likely effects
of the financial penalties, if any, nor can we predict the outcome of the
appeal. Likewise, we cannot predict our ability to meet the standards in the
future or the cost of future compliance.

POWER SUPPLY COSTS: We were required to provide backup service to ROA customers
on a best efforts basis. In October 2003, we provided notice to the MPSC that we
would terminate the provision of backup service in accordance with the Customer
Choice Act, effective January 1, 2004.

To reduce the risk of high electric prices during peak demand periods and to
achieve our reserve margin target, we employ a strategy of purchasing electric
call options and capacity and energy contracts for the physical delivery of
electricity primarily in the summer months and to a lesser degree in the winter
months. As of June 30, 2004, we purchased capacity and energy contracts
partially covering the estimated reserve margin requirements for 2004 through
2007. As a result, we have recognized an asset of $18 million for unexpired
capacity and energy contracts. In March 2004, we filed a summer assessment for
meeting 2004 peak load demand as required by the MPSC, stating that our summer
2004 reserve margin target is 11 percent or supply resources equal to 111
percent of projected summer peak load. Presently, we have a reserve margin of 14
percent, or supply resources equal to 114 percent of

                                     CE-51
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                                                        Consumers Energy Company

projected summer peak load for summer 2004. Of the 114 percent, approximately
102 percent is from owned electric generating plants and long-term contracts,
and approximately 12 percent is from short-term contracts. This reserve margin
met our summer 2004 reserve margin target. The total premium costs of
electricity call options and capacity and energy contracts for 2004 is expected
to be approximately $12 million, as of July 2004.

PSCR: As a result of meeting the transmission capability expansion requirements
and the market power test, as discussed with in this Note, we have met the
requirements under the Customer Choice Act to return to the PSCR process. The
PSCR process provides for the reconciliation of actual power supply costs with
power supply revenues. This process assures recovery of all reasonable and
prudent power supply costs actually incurred by us. In September 2003, we
submitted a PSCR filing to the MPSC that reinstates the PSCR process for
customers whose rates are no longer frozen or capped as of January 1, 2004. The
proposed PSCR charge allows us to recover a portion of our increased power
supply costs from large commercial and industrial customers, and subject to the
overall rate caps, from other customers. We estimate the recovery of increased
power supply costs from large commercial and industrial customers to be
approximately $30 million in 2004. As allowed under current regulation, we
self-implemented the proposed PSCR charge on January 1, 2004. The revenues
received from the PSCR charge are also subject to subsequent reconciliation at
the end of the year after actual costs have been reviewed for reasonableness and
prudence. We cannot predict the outcome of this reconciliation proceeding.

OTHER ELECTRIC UNCERTAINTIES

THE MIDLAND COGENERATION VENTURE: The MCV Partnership, which leases and operates
the MCV Facility, contracted to sell electricity to Consumers for a 35-year
period beginning in 1990 and to supply electricity and steam to Dow. We hold,
through two wholly owned subsidiaries, the following assets related to the MCV
Partnership and the MCV Facility:

      -     CMS Midland owns a 49 percent general partnership interest in the
            MCV Partnership, and

      -     CMS Holdings holds, through the FMLP, a 35 percent lessor interest
            in the MCV Facility.

In 2004, we consolidated the MCV Partnership and the FMLP into our consolidated
financial statements in accordance with Revised FASB Interpretation No. 46. For
additional details, see Note 7, Implementation of New Accounting Standards.

Our consolidated retained earnings include undistributed earnings from the MCV
Partnership, which at June 30, 2004 are $246 million and at June 30, 2003 are
$243 million.

Power Supply Purchases from the MCV Partnership: Our annual obligation to
purchase capacity from the MCV Partnership is 1,240 MW through the term of the
PPA ending in 2025. The PPA requires us to pay, based on the MCV Facility's
availability, a levelized average capacity charge of 3.77 cents per kWh, and a
fixed energy charge. We also pay a variable energy charge based on our average
cost of coal consumed for all kWh delivered. Effective January 1999, we reached
a settlement agreement with the MCV Partnership that capped capacity payments
made on the basis of availability that may be billed by the MCV Partnership at a
maximum 98.5 percent availability level.

Since January 1993, the MPSC has permitted us to recover capacity charges
averaging 3.62 cents per kWh for 915 MW, plus fixed and variable energy charges.
Since January 1996, the MPSC has also permitted us to recover capacity charges
for the remaining 325 MW of contract capacity with an initial average charge of
2.86 cents per kWh increasing periodically to an eventual 3.62 cents per kWh by
2004

                                     CE-52
<PAGE>

                                                        Consumers Energy Company

and thereafter. However, due to the frozen retail rates required by the Customer
Choice Act, the capacity charge for the 325 MW was frozen at 3.17 cents per kWh
until December 31, 2003. Recovery of both the 915 MW and 325 MW portions of the
PPA are subject to certain limitations discussed below.

In 1992, we recognized a loss and established a liability for the present value
of the estimated future underrecoveries of power supply costs under the PPA
based on the MPSC cost-recovery orders. The remaining liability associated with
the loss totaled $13 million at June 30, 2004 and $40 million at June 30, 2003.
We expect the PPA liability to be depleted in late 2004.

We estimate that 51 percent of the actual cash underrecoveries for 2004 will be
charged to the PPA liability, with the remaining portion charged to operating
expense as a result of our 49 percent ownership in the MCV Partnership. We will
expense all cash underrecoveries directly to income once the PPA liability is
depleted. If the MCV Facility's generating availability remains at the maximum
98.5 percent level, our cash underrecoveries associated with the PPA could be as
follows:

<TABLE>
<CAPTION>
                                                       In Millions
- ------------------------------------------------------------------
                                            2004  2005  2006  2007
- ------------------------------------------------------------------
<S>                                         <C>   <C>   <C>   <C>
Estimated cash underrecoveries at 98.5%     $ 56  $ 56  $ 55  $ 39

Amount to be charged to operating expense     29    56    55    39
Amount to be charged to PPA liability         27     -     -     -
==================================================================
</TABLE>

Beginning January 1, 2004, the rate freeze for large industrial customers was no
longer in effect and we returned to the PSCR process. Under the PSCR process, we
will recover from our customers the approved capacity and fixed energy charges
based on availability, up to an availability cap of 88.7 percent as established
in previous MPSC orders.

Effects on Our Ownership Interest in the MCV Partnership and the MCV Facility:
As a result of returning to the PSCR process on January 1, 2004, we returned to
dispatching the MCV Facility on a fixed load basis, as permitted by the MPSC, in
order to maximize recovery from electric customers of our capacity and fixed
energy payments. This fixed load dispatch increases the MCV Facility's output
and electricity production costs, such as natural gas. As the spread between the
MCV Facility's variable electricity production costs and its energy payment
revenue widens, the MCV's Partnership's financial performance and our investment
in the MCV Partnership is and will be affected adversely.

Under the PPA, variable energy payments to the MCV Partnership are based on the
cost of coal burned at our coal plants and our operation and maintenance
expenses. However, the MCV Partnership's costs of producing electricity are tied
to the cost of natural gas. Because natural gas prices have increased
substantially in recent years and the price the MCV Partnership can charge us
for energy has not, the MCV Partnership's financial performance has been
impacted negatively.

Until September 2007, the PPA and settlement agreement require us to pay
capacity and fixed energy charges based on the MCV Facility's actual
availability up to the 98.5 percent cap. After September 2007, we expect to
claim relief under the regulatory out provision in the PPA, limiting our
capacity and fixed energy payments to the MCV Partnership to the amount
collected from our customers. The MPSC's future actions on the capacity and
fixed energy payments recoverable from customers subsequent to September 2007
may affect negatively the earnings of the MCV Partnership and the value of our
investment in the MCV Partnership.

                                     CE-53
<PAGE>

                                                        Consumers Energy Company

Resource Conservation Plan: In February 2004, we filed the RCP with the MPSC
that is intended to help conserve natural gas and thereby improve our investment
in the MCV Partnership. This plan seeks approval to:

      -     dispatch the MCV Facility based on natural gas market prices without
            increased costs to electric customers,

      -     give Consumers a priority right to buy excess natural gas as a
            result of the reduced dispatch of the MCV Facility, and

      -     fund $5 million annually for renewable energy sources such as wind
            power projects.

The RCP will reduce the MCV Facility's annual production of electricity and, as
a result, reduce the MCV Facility's consumption of natural gas by an estimated
30 to 40 bcf. This decrease in the quantity of high-priced natural gas consumed
by the MCV Facility will benefit Consumers' ownership interest in the MCV
Partnership. The amount of PPA capacity and fixed energy payments recovered from
retail electric customers would remain capped at 88.7 percent. Therefore,
customers will not be charged for any increased power supply costs, if they
occur. Consumers and the MCV Partnership have reached an agreement that the MCV
Partnership will reimburse Consumers for any incremental power costs incurred to
replace the reduction in power dispatched from the MCV Facility. Presently, we
are in settlement discussions with the parties to the RCP filing. However, in
July 2004, several qualifying facilities filed for a stay on the RCP proceeding
in the Ingham County Circuit Court after their previous attempt to intervene on
the proceeding was denied by the MPSC. Hearings on the stay are scheduled for
August 11, 2004. We cannot predict if or when the MPSC will approve the RCP or
the outcome of the Ingham County Circuit Court hearings.

The two most significant variables in the analysis of the MCV Partnership's
future financial performance are the forward price of natural gas for the next
20 years and the MPSC's decision in 2007 or beyond on limiting our recovery of
capacity and fixed energy payments. Natural gas prices have been volatile
historically. Presently, there is no consensus in the marketplace on the price
or range of future prices of natural gas. Even with an approved RCP, if gas
prices continue at present levels or increase, the economics of operating the
MCV Facility may be adverse enough to require us to recognize an impairment of
our investment in the MCV Partnership. We presently cannot predict the impact of
these issues on our future earnings, cash flows, or on the value of our
investment in the MCV Partnership.

MCV PARTNERSHIP PROPERTY TAXES: In January 2004, the Michigan Tax Tribunal
issued its decision in the MCV Partnership's tax appeal against the City of
Midland for tax years 1997 through 2000. The MCV Partnership estimates that the
decision will result in a refund to the MCV Partnership of approximately $35
million in taxes plus $9 million of interest. The Michigan Tax Tribunal decision
has been appealed to the Michigan Court of Appeals by the City of Midland and
the MCV Partnership has filed a cross-appeal at the Michigan Court of Appeals.
The MCV Partnership also has a pending case with the Michigan Tax Tribunal for
tax years 2001 through 2004. The MCV Partnership cannot predict the outcome of
these proceedings; therefore, the above refund (net of approximately $15 million
of deferred expenses) has not been recognized in year-to-date 2004 earnings.

NUCLEAR PLANT DECOMMISSIONING: Our site-specific decommissioning cost estimates
for Big Rock and Palisades assume that each plant site will eventually be
restored to conform to the adjacent landscape and all contaminated equipment
will be disassembled and disposed of in a licensed burial facility.
Decommissioning funding practices approved by the MPSC require us to file a
report on the adequacy of funds for decommissioning at three-year intervals. We
prepared and filed updated cost estimates for each plant on March 31, 2004.
Excluding additional costs for spent nuclear fuel storage, due to the DOE's
failure to accept this spent nuclear fuel on schedule, these reports show a
decommissioning cost

                                     CE-54
<PAGE>

                                                        Consumers Energy Company

of $361 million for Big Rock and $868 million for Palisades. Since Big Rock is
currently in the process of being decommissioned, the estimated cost includes
historical expenditures in nominal dollars and future costs in 2003 dollars,
with all Palisades costs given in 2003 dollars.

In 1999, the MPSC orders for Big Rock and Palisades provided for fully funding
the decommissioning trust funds for both sites. In December 2000, funding of the
Big Rock trust fund stopped because the MPSC-authorized decommissioning
surcharge collection period expired. The MPSC order set the annual
decommissioning surcharge for Palisades at $6 million through 2007. Amounts
collected from electric retail customers and deposited in trusts, including
trust earnings, are credited to a regulatory liability.

However, based on current projections, the current levels of funds provided by
the trusts are not adequate to fully fund the decommissioning of Big Rock or
Palisades. This is due in part to the DOE's failure to accept the spent nuclear
fuel and lower returns on the trust funds. We are attempting to recover our
additional costs for storing spent nuclear fuel through litigation, as discussed
in "Nuclear Matters". We will also seek additional relief from the MPSC.

In the case of Big Rock, excluding the additional nuclear fuel storage costs due
to the DOE's failure to accept this spent fuel on schedule, we are currently
projecting that the level of funds provided by the trust will fall short of the
amount needed to complete the decommissioning by $25 million. At this point in
time, we plan to provide the additional amounts needed from our corporate funds
and, subsequent to the completion of radiological decommissioning work, seek
recovery of such expenditures at the MPSC. We cannot predict how the MPSC will
rule on our request.

In the case of Palisades, again excluding additional nuclear fuel storage costs
due to the DOE's failure to accept this spent fuel on schedule, we have
concluded that the existing surcharge needs to be increased to $25 million
annually, beginning January 1, 2006, and continue through 2011, our current
license expiration date. In June 2004, we filed an application with the MPSC
seeking approval to increase the surcharge for recovery of decommissioning costs
related to Palisades beginning in 2006. We cannot predict how the MPSC will rule
on our request.

NUCLEAR MATTERS: Big Rock: With the removal and safe disposal of the reactor
vessel, steam drum, and radioactive waste processing systems in 2003,
dismantlement of plant systems is nearly complete and demolition of the
remaining plant structures is set to begin. The restoration project is on
schedule to return approximately 530 acres of the site, including the area
formerly occupied by the nuclear plant, to a natural setting for unrestricted
use in mid-2006. An additional 30 acres, the area where seven transportable dry
casks loaded with spent nuclear fuel and an eighth cask loaded with high-level
radioactive waste material are stored, will be returned to a natural state by
the end of 2012 if the DOE begins removing the spent nuclear fuel by 2010.

The NRC and the Michigan Department of Environmental Quality continue to find
all decommissioning activities at Big Rock are being performed in accordance
with applicable regulations including license requirements.

Palisades: In March 2004, the NRC completed its end-of-cycle plant performance
assessment of Palisades. The assessment for Palisades covered the period from
January 1, 2003 through December 31, 2003. The NRC determined that Palisades was
operated in a manner that preserved public health and safety and fully met all
cornerstone objectives. As of June 2004, all inspection findings were classified
as having very low safety significance and all performance indicators indicated
performance at

                                     CE-55
<PAGE>

                                                        Consumers Energy Company

a level requiring no additional oversight. Based on the plant's performance,
only regularly scheduled inspections are planned through September 2005.

The amount of spent nuclear fuel exceeds Palisades' temporary onsite storage
pool capacity. We are using dry casks for temporary onsite storage. As of June
30, 2004, we have loaded 18 dry casks with spent nuclear fuel and are scheduled
to load additional dry casks this summer in order to continue operation.

DOE Litigation: In 1997, a U.S. Court of Appeals decision confirmed that the DOE
was to begin accepting deliveries of spent nuclear fuel for disposal by January
1998. Subsequent U.S. Court of Appeals litigation, in which we and other
utilities participated, has not been successful in producing more specific
relief for the DOE's failure to accept the spent nuclear fuel.

There are two court decisions that support the right of utilities to pursue
damage claims in the United States Court of Claims against the DOE for failure
to take delivery of spent nuclear fuel. Over 60 utilities have initiated
litigation in the United States Court of Claims; we filed our complaint in
December 2002. In July 2004, the DOE filed an amended answer and motion to
dismiss the complaint. If our litigation against the DOE is successful, we
anticipate future recoveries from the DOE. The recoveries will be used to pay
the cost of spent nuclear fuel storage until the DOE takes possession as
required by law. We can make no assurance that the litigation against the DOE
will be successful.

In July 2002, Congress approved and the President signed a bill designating the
site at Yucca Mountain, Nevada, for the development of a repository for the
disposal of high-level radioactive waste and spent nuclear fuel. We expect that
the DOE will submit, by December 2004, an application to the NRC for a license
to begin construction of the repository. The application and review process is
estimated to take several years.

Spent nuclear fuel complaint: In March 2003, the Michigan Environmental Council,
the Public Interest Research Group in Michigan, and the Michigan Consumer
Federation filed a complaint with the MPSC, which was served on us by the MPSC
in April 2003. The complaint asks the MPSC to initiate a generic investigation
and contested case to review all facts and issues concerning costs associated
with spent nuclear fuel storage and disposal. The complaint seeks a variety of
relief with respect to Consumers, Detroit Edison, Indiana & Michigan Electric
Company, Wisconsin Electric Power Company, and Wisconsin Public Service
Corporation. The complaint states that amounts collected from customers for
spent nuclear fuel storage and disposal should be placed in an independent
trust. The complaint also asks the MPSC to take additional actions. In May 2003,
Consumers and other named utilities each filed motions to dismiss the complaint.
We are unable to predict the outcome of this matter.

Insurance: We maintain nuclear insurance coverage on our nuclear plants. At
Palisades, we maintain nuclear property insurance from NEIL totaling $2.750
billion and insurance that would partially cover the cost of replacement power
during certain prolonged accidental outages. Because NEIL is a mutual insurance
company, we could be subject to assessments of up to $27 million in any policy
year if insured losses in excess of NEIL's maximum policyholders surplus occur
at our, or any other member's, nuclear facility. NEIL's policies include
coverage for acts of terrorism.

At Palisades, we maintain nuclear liability insurance for third-party bodily
injury and off-site property damage resulting from a nuclear hazard for up to
approximately $10.761 billion, the maximum insurance liability limits
established by the Price-Anderson Act. The United States Congress enacted the
Price-Anderson Act to provide financial liability protection for those parties
who may be liable for a nuclear accident or incident. Part of the Price-Anderson
Act's financial protection is a mandatory industry-wide

                                     CE-56
<PAGE>

                                                        Consumers Energy Company

program where owners of nuclear generating facilities could be assessed if a
nuclear incident occurs at any nuclear generating facility. The maximum
assessment against us could be $101 million per occurrence, limited to maximum
annual installment payments of $10 million.

We also maintain insurance under a program that covers tort claims for bodily
injury to nuclear workers caused by nuclear hazards. The policy contains a $300
million nuclear industry aggregate limit. Under a previous insurance program
providing coverage for claims brought by nuclear workers, we remain responsible
for a maximum assessment of up to $6 million.

Big Rock remains insured for nuclear liability by a combination of insurance and
a NRC indemnity totaling $544 million and a nuclear property insurance policy
from NEIL.

Insurance policy terms, limits, and conditions are subject to change during the
year as we renew our policies.

COMMITMENTS FOR FUTURE PURCHASES: We enter into a number of unconditional
purchase obligations that represent normal business operating contracts. These
contracts are used to assure an adequate supply of goods and services necessary
for the operation of our business and to minimize exposure to market price
fluctuations. We believe that these future costs are prudent and reasonably
assured of recovery in future rates.

Coal Supply and Transportation: We have entered into coal supply contracts with
various suppliers and associated rail transportation contracts for our
coal-fired generating stations. Under the terms of these agreements, we are
obligated to take physical delivery of the coal and make payment based upon the
contract terms. Our coal supply contracts expire through 2005, and total an
estimated $147 million. Our coal transportation contracts expire through 2007,
and total an estimated $108 million. Long-term coal supply contracts have
accounted for approximately 60 to 90 percent of our annual coal requirements
over the last 10 years. Although future contract coverage is not finalized at
this time, we believe that it will be within the historic 60 to 90 percent
range.

Power Supply, Capacity, and Transmission: As of June 30, 2004, we had future
unrecognized commitments to purchase power transmission services under fixed
price forward contracts for 2004 and 2005 totaling $8 million. We also had
commitments to purchase capacity and energy under long-term power purchase
agreements with various generating plants. These contracts require monthly
capacity payments based on the plants' availability or deliverability. These
payments for 2004 through 2030 total an estimated $4.537 billion, undiscounted.
This amount may vary depending upon plant availability and fuel costs. If a
plant was not available to deliver electricity to us, then we would not be
obligated to make the capacity payment until the plant could deliver.

GAS CONTINGENCIES

GAS ENVIRONMENTAL MATTERS: We expect to incur investigation and remedial costs
at a number of sites under the Michigan Natural Resources and Environmental
Protection Act, a Michigan statute that covers environmental activities
including remediation. These sites include 23 former manufactured gas plant
facilities. We operated the facilities on these sites for some part of their
operating lives. For some of these sites, we have no current ownership or may
own only a portion of the original site. We have completed initial
investigations at the 23 sites. We will continue to implement remediation plans
for sites where we have received MDEQ remediation plan approval. We will also
work toward resolving environmental issues at sites as studies are completed.

                                     CE-57
<PAGE>

                                                        Consumers Energy Company

We have estimated our costs for investigation and remedial action at all 23
sites using the Gas Research Institute-Manufactured Gas Plant Probabilistic Cost
Model. We expect our remaining costs to be between $37 million and $90 million.
The range reflects multiple alternatives with various assumptions for resolving
the environmental issues at each site. The estimates are based on discounted
2003 costs using a discount rate of three percent. The discount rate represents
a ten-year average of U.S. Treasury bond rates reduced for increases in the
consumer price index. We expect to fund most of these costs through insurance
proceeds and through the MPSC approved rates charged to our customers. As of
June 30, 2004, we have recorded a regulatory liability of $42 million, net of
$41 million of expenditures incurred to date, and a regulatory asset of $66
million. Any significant change in assumptions, such as an increase in the
number of sites, different remediation techniques, nature and extent of
contamination, and legal and regulatory requirements, could affect our estimate
of remedial action costs.

In its November 2002 gas distribution rate order, the MPSC authorized us to
continue to recover approximately $1 million of manufactured gas plant
facilities environmental clean-up costs annually. This amount will continue to
be offset by $2 million to reflect amounts recovered from all other sources. We
defer and amortize, over a period of 10 years, manufactured gas plant facilities
environmental clean-up costs above the amount currently included in rates.
Additional amortization of the expense in our rates cannot begin until after a
prudency review in a gas rate case.

GAS RATE MATTERS

GAS COST RECOVERY: The MPSC is required by law to allow us to charge customers
for our actual cost of purchased natural gas. The GCR process is designed to
allow us to recover all of our gas costs; however, the MPSC reviews these costs
for prudency in an annual reconciliation proceeding.

GCR YEAR 2002-2003: In June 2003, we filed a reconciliation of GCR costs and
revenues for the 12-months ended March 2003. We proposed to recover from our
customers approximately $6 million of underrecovered gas costs using a roll-in
methodology. The roll-in methodology incorporates the GCR underrecovery in the
next GCR plan year. The approach was approved by the MPSC in a November 2002
order.

In January 2004, intervenors filed their positions in our 2002-2003 GCR case.
Their positions were that not all of our gas purchasing decisions were prudent
during April 2002 through March 2003 and they proposed disallowances. In 2003,
we reserved $11 million for a settlement agreement associated with the 2002-2003
GCR disallowance. Interest on the disallowed amount from April 1, 2003 through
February 2004, at Consumers' authorized rate of return, increased the cost of
the settlement by $1 million. The interest was recorded as an expense in 2003.
In February 2004, the parties in the case reached a settlement agreement that
resulted in a GCR disallowance of $11 million for the GCR period. The settlement
agreement was approved by the MPSC in March 2004. The disallowance is included
in our 2003-2004 GCR reconciliation filed in June 2004.

GCR YEAR 2003-2004: In June 2004, we filed a reconciliation of GCR for the
12-months ended March 2004. We proposed to refund to our customers $28 million
of overrecovered gas cost, plus interest. The refund will be included in the
2004-2005 GCR plan year. The overrecovery includes the $11 million refund
settlement for the 2002-2003 GCR year, as well as refunds received by us from
our suppliers and required by the MPSC to be refunded to our customers.

GCR PLAN FOR YEAR 2004-2005: In December 2003, we filed an application with the
MPSC seeking approval of a GCR plan for the 12-month period of April 2004
through March 2005. The second quarter GCR adjustment resulted in a GCR ceiling
price of $6.57. In June 2004, the MPSC issued a final Order

                                     CE-58
<PAGE>

                                                        Consumers Energy Company

in our GCR plan approving a settlement, which included a quarterly mechanism for
setting a GCR ceiling price. The mechanism did not change the current ceiling
price of $6.57. Actual gas costs and revenues will be subject to an annual
reconciliation proceeding. Our GCR factor for the billing month of August is
$6.39 per mcf.

2003 GAS RATE CASE: In March 2003, we filed an application with the MPSC for a
$156 million annual increase in our gas delivery and transportation rates that
included a 13.5 percent return on equity. In September 2003, we filed an update
to our gas rate case that lowered the requested revenue increase from $156
million to $139 million and reduced the return on common equity from 13.5
percent to 12.75 percent. The MPSC authorized an interim gas rate increase of
$19 million annually. The interim increase is under bond and subject to refund
if the final rate relief is a lesser amount. The interim increase order includes
a $34 million reduction in book depreciation expense and related income taxes
effective only during the period of interim relief. The MPSC order allowed us to
increase our rates beginning December 19, 2003. As part of the interim order, we
agreed to restrict dividend payments to our parent company, CMS Energy, to a
maximum of $190 million annually during the period of interim relief. On March
5, 2004, the ALJ issued a Proposal for Decision recommending that the MPSC not
rely upon the projected test year data included in our filing, which was
supported by the MPSC Staff and the ALJ further recommended that the application
be dismissed. In response to the Proposal for Decision, the parties have filed
exceptions and replies to exceptions. The MPSC is not bound by the ALJ's
recommendation and will review the exceptions and replies to exceptions prior to
issuing an order on final rate relief.

2001 GAS DEPRECIATION CASE: In December 2003, we filed an update to our gas
utility plant depreciation case originally filed in June 2001. This case is not
affected by the 2003 gas rate case interim increase order that reduced book
depreciation expense and related income taxes only for the period that we
receive the interim relief.

The June 2001 depreciation case filing was based on December 2000 plant balances
and historical data. The December 2003 filing updates the gas depreciation case
to include December 2002 plant balances. The proposed depreciation rates, if
approved, would result in an annual increase of $12 million in depreciation
expense based on December 2002 plant balances. In June 2004, the ALJ issued a
Proposal for Decision recommending adoption of the Michigan Attorney General's
proposal to reduce our annual depreciation expense by $52 million. In response
to the Proposal for Decision, the parties filed exceptions and are expected to
file replies to exceptions. In our exceptions, we proposed alternative
depreciation rates that would result in an annual decrease of $7 million in
depreciation expense. The MPSC is not bound by the ALJ's recommendation and will
review the exceptions and replies to exceptions prior to issuing an order on
final depreciation rates.

In September 2002, the FERC issued an order rejecting our filing to assess
certain rates for non-physical gas title tracking services we provide. In
December 2003, the FERC ruled that no refunds were at issue and we reversed $4
million related to this matter. In January 2004, three companies filed with the
FERC for clarification or rehearing of the FERC's December 2003 order. In April
2004, the FERC issued its Order Granting Clarification. In that Order, the FERC
indicated that its December 2003 order was in error. It directed us to file
within 30 days a fair and equitable title-tracking fee and to make refunds, with
interest, to customers based on the difference between the accepted fee and the
fee paid. In response to the FERC's April 2004 order, we filed a Request for
Rehearing in May 2004. The FERC issued an Order Granting Rehearing for Further
Consideration in June 2004. We expect the FERC to issue an order on the merits
of this proceeding in the third quarter of 2004. We believe that with respect to
the FERC jurisdictional transportation, we have not charged any customers title
transfer fees, so no refunds are due. At this time, we cannot predict the
outcome of this proceeding.

                                     CE-59
<PAGE>

                                                         Consumer Energy Company

OTHER UNCERTAINTIES

In addition to the matters disclosed within this Note, we are parties to certain
lawsuits and administrative proceedings before various courts and governmental
agencies arising from the ordinary course of business. These lawsuits and
proceedings may involve personal injury, property damage, contractual matters,
environmental issues, federal and state taxes, rates, licensing, and other
matters.

We have accrued estimated losses for certain contingencies discussed within
this Note. Resolution of these contingencies is not expected to have a material
adverse impact on our financial position, liquidity, or results of operations.

3: FINANCINGS AND CAPITALIZATION

LONG-TERM DEBT:

Long-term debt is summarized as follows:

<TABLE>
<CAPTION>
                                                        In Millions
- -------------------------------------------------------------------
                                   June 30, 2004  December 31, 2003
- -------------------------------------------------------------------
<S>                                <C>            <C>
First mortgage bonds                     $ 1,483            $ 1,483
Senior notes                               1,254              1,254
Bank debt and other                          468                469
Securitization bonds                         412                426
FMLP debt                                    411                  -
                                   --------------------------------
Principal amounts outstanding              4,028              3,632
     Current amounts                        (444)               (28)
     Net unamortized discount                (20)               (21)
- -------------------------------------------------------------------
Total Long-term debt                     $ 3,564            $ 3,583
===================================================================
</TABLE>

FMLP DEBT: We consolidate the FMLP in accordance with Revised FASB
Interpretation No. 46. At June 30, 2004, long-term debt of the FMLP consists of:

<TABLE>
<CAPTION>
                                                        In Millions
- -------------------------------------------------------------------
                                                      Maturity 2004
- -------------------------------------------------------------------
<S>                                                    <C>      <C>
11.75% subordinated secured notes                       2005   $185
13.25% subordinated secured notes                       2006     75
6.875% tax-exempt subordinated secured notes            2009    137
6.75% tax-exempt subordinated secured notes             2009     14
- -------------------------------------------------------------------
    Total amount outstanding                                   $411
===================================================================
</TABLE>

The FMLP debt is essentially project debt secured by certain assets of the MCV
Partnership and the FMLP. The debt is non-recourse to other assets of CMS Energy
and Consumers.

                                     CE-60
<PAGE>

                                                         Consumer Energy Company

DEBT MATURITIES: At June 30, 2004, the aggregate annual maturities for long-term
debt for six months ending December 31, 2004 and the next four years are:

<TABLE>
<CAPTION>
                                                 In Millions
- ------------------------------------------------------------
                                   Payments Due
                       -------------------------------------
  December 31           2004    2005    2006    2007    2008
- ------------------------------------------------------------
<S>                    <C>     <C>     <C>     <C>     <C>
Long-term debt         $ 129   $ 559   $ 478   $  59   $ 504
============================================================
</TABLE>

REGULATORY AUTHORIZATION FOR FINANCINGS: Effective July 1, 2004, we received new
FERC authorization to issue or guarantee up to $1.1 billion of short-term
securities and up to $1.1 billion of short-term first mortgage bonds as
collateral for such short-term securities. Effective July 1, 2004, we received
new FERC authorization to issue up to $1 billion of long-term securities for
refinancing or refunding purposes, $1.5 billion of long-term securities for
general corporate purposes, and $2.5 billion of long-term first mortgage bonds
to be issued solely as collateral for other long-term securities.

SHORT-TERM FINANCINGS: At June 30, 2004, we had a $400 million secured revolving
credit facility with banks. At June 30, 2004, $24 million of letters of credit
were issued and outstanding under this facility and $376 million was available
for general corporate purposes, working capital, and letters of credit. The MCV
Partnership had a $50 million working capital facility available.

As of August 3, 2004, we obtained an amended and restated $500 million secured
revolving credit facility to replace our $400 million facility. The amended
facility carries a three-year term and provides for lower interest rates.

FIRST MORTGAGE BONDS: We secure our first mortgage bonds by a mortgage and lien
on substantially all of our property. Our ability to issue and sell securities
is restricted by certain provisions in the first mortgage bond indenture, our
articles of incorporation, and the need for regulatory approvals under federal
law.

CAPITAL AND FINANCE LEASE OBLIGATIONS: Our capital leases are comprised mainly
of leased service vehicles and office furniture. As of June 30, 2004, capital
lease obligations totaled $64 million. In order to obtain permanent financing
for the MCV Facility, the MCV Partnership entered into a sale and lease back
agreement with a lessor group, which includes the FMLP, for substantially all of
the MCV Partnership's fixed assets. In accordance with SFAS No. 98, the MCV
Partnership accounted for the transaction as a financing arrangement. As of June
30, 2004, finance lease obligations totaled $317 million, which represents the
third-party portion of the MCV Partnership's finance lease obligation.

SALE OF ACCOUNTS RECEIVABLE: Under a revolving accounts receivable sales
program, we currently sell certain accounts receivable to a wholly owned,
consolidated, bankruptcy remote special purpose entity. In turn, the special
purpose entity may sell an undivided interest in up to $325 million of the
receivables. We sold no receivables at June 30, 2004 and we sold $50 million at
June 30, 2003. The Consolidated Balance Sheets exclude these sold amounts from
accounts receivable. We continue to service the receivables sold. The purchaser
of the receivables has no recourse against our other assets for failure of a
debtor to pay when due and the purchaser has no right to any receivables not
sold. No gain or loss has been recorded on the receivables sold and we retain no
interest in the receivables sold.

                                     CE-61
<PAGE>

                                                         Consumer Energy Company

Certain cash flows received from and paid to us under our accounts receivable
sales program are shown below:

<TABLE>
<CAPTION>
                                                                               In Millions
- ------------------------------------------------------------------------------------------
Six Months Ended June 30                                                   2004       2003
- ------------------------------------------------------------------------------------------
<S>                                                                     <C>        <C>
Proceeds from sales (remittance of collections) under the program       $  (297)   $  (275)
Collections reinvested under the program                                $ 2,645    $ 2,459
==========================================================================================
</TABLE>

DIVIDEND RESTRICTIONS: Under the provisions of our articles of incorporation, at
June 30, 2004, we had $396 million of unrestricted retained earnings available
to pay common stock dividends. However, covenants in our debt facilities cap
common stock dividend payments at $300 million in a calendar year. We are also
under an annual dividend cap of $190 million imposed by the MPSC during the
current interim gas rate relief period. In February 2004, we paid $78 million
and in May 2004, we paid $27 million in common stock dividends to CMS Energy.

For additional details on the cap on common stock dividends payable during the
current interim gas rate relief period, see Note 2, Uncertainties, "Gas Rate
Matters - 2003 Gas Rate Case."

FASB INTERPRETATION NO. 45, GUARANTOR'S ACCOUNTING AND DISCLOSURE REQUIREMENT
FOR GUARANTEES, INCLUDING INDIRECT GUARANTEES OF INDEBTEDNESS OF OTHERS: This
Interpretation became effective January 2003. It describes the disclosure to be
made by a guarantor about its obligations under certain guarantees that it has
issued. At the beginning of a guarantee, it requires a guarantor to recognize a
liability for the fair value of the obligation undertaken in issuing the
guarantee. The initial recognition and measurement provision of this
Interpretation does not apply to some guarantee contracts, such as warranties,
derivatives, or guarantees between either parent and subsidiaries or
corporations under common control, although disclosure of these guarantees is
required. For contracts that are within the recognition and measurement
provision of this Interpretation, the provisions were to be applied to
guarantees issued or modified after December 31, 2002.

The following tables describe our guarantees at June 30, 2004:

<TABLE>
<CAPTION>
                                                                                             In Millions
- --------------------------------------------------------------------------------------------------------
                                                  Issue  Expiration   Maximum   Carrying    Recourse
Guarantee Description                              Date      Date     Obligation  Amount    Provision (a)
- --------------------------------------------------------------------------------------------------------
<S>                                              <C>     <C>         <C>        <C>        <C>
Standby letters of credit                        Various   Various     $ 24       $ -         $ -
Surety bonds and other indemnifications          Various   Various        8         -           -
Nuclear insurance retrospective premiums         Various   Various      134         -           -
========================================================================================================
</TABLE>

(a) Recourse provision indicates the approximate recovery from third parties
including assets held as collateral.

                                     CE-62
<PAGE>

                                                         Consumer Energy Company

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
                                                                                       Events That Would Require
        Guarantee Description                      How Guarantee Arose                         Performance
- ---------------------------------------------------------------------------------------------------------------------
<S>                                        <C>                                     <C>
Standby letters of credit                  Normal operations of coal power         Noncompliance with environmental
                                           plants                                  regulations
                                           Natural gas transportation              Nonperformance
                                           Self-insurance requirement              Nonperformance

Surety bonds                               Normal operating activity, permits      Nonperformance
                                           and license
Nuclear insurance retrospective premiums   Normal operations of nuclear plants     Call by NEIL and Price-Anderson Act
                                                                                   for nuclear incident
======================================================================================================================
</TABLE>

4: FINANCIAL AND DERIVATIVE INSTRUMENTS

FINANCIAL INSTRUMENTS: The carrying amounts of cash, short-term investments, and
current liabilities approximate their fair values because of their short-term
nature. We estimate the fair values of long-term financial instruments based on
quoted market prices or, in the absence of specific market prices, on quoted
market prices of similar instruments or other valuation techniques. The carrying
amount of all long-term financial instruments, except as shown below,
approximates fair value. Our held-to-maturity investments consist of debt
securities held by the MCV Partnership totaling $140 million as of June 30,
2004. These securities represent funds restricted primarily for future lease
payments and are classified as Other Assets on the Consolidated Balance Sheets.
These investments have original maturity dates of approximately one year or less
and, because of their short maturities, their carrying amounts approximate their
fair values. For additional details, see Note 1, Corporate Structure and
Accounting Policies.

<TABLE>
<CAPTION>

                                                                                         In Millions
- ----------------------------------------------------------------------------------------------------
June 30                                                  2004                        2003
- ------------------------------------------------------------------------ ---------------------------
                                                       Fair  Unrealized            Fair  Unrealized
                                              Cost     Value Gain (Loss)  Cost    Value  Gain (Loss)
- ------------------------------------------------------------------------ ---------------------------
<S>                                          <C>      <C>    <C>         <C>      <C>    <C>
Long-term debt (a)                           $4,008   $4,088   $  (80)   $3,365   $3,529   $ (164)
Long-term debt - related parties (b)            506      512       (6)        -        -        -
Trust Preferred Securities (b)                    -        -        -       490      512      (22)

Available-for-sale securities:
Common stock of CMS Energy (c)                   10       22       12        10       19        9
SERP                                             17       22        5        17       20        3
Nuclear decommissioning
  investments (d)                               434      559      125       453      553      100
====================================================================================================
</TABLE>

(a) Includes a principal amount of $444 million at June 30, 2004 and $27 million
at June 30, 2003 relating to current maturities. Settlement of long-term debt is
generally not expected until maturity.

(b) We determined that we are not the primary beneficiary of our trust preferred
security structures. Accordingly, those entities have been deconsolidated as of
December 31, 2003 and are reflected in Long-term debt - related parties on the
Consolidated Balance Sheets. For additional details, see Note 7, Implementation
of New Accounting Standards.

(c) As of June 30, 2004, we held 2.4 million shares of CMS Energy Common Stock.

                                     CE-63
<PAGE>

                                                         Consumer Energy Company

(d) On January 1, 2003, we adopted SFAS No. 143 and began classifying our
unrealized gains and losses on nuclear decommissioning investments as regulatory
liabilities. We previously included the unrealized gains and losses on these
investments in accumulated depreciation.

DERIVATIVE INSTRUMENTS: We are exposed to market risks including, but not
limited to, changes in interest rates, commodity prices, and equity security
prices. We manage these risks using established policies and procedures, under
the direction of both an executive oversight committee consisting of senior
management representatives and a risk committee consisting of business-unit
managers. We may use various contracts to manage these risks including swaps,
options, and forward contracts.

We intend that any gains or losses on these contracts will be offset by an
opposite movement in the value of the item at risk. We enter into all risk
management contracts for purposes other than trading. These contracts contain
credit risk if the counterparties, including financial institutions and energy
marketers, fail to perform under the agreements. We minimize such risk by
performing financial credit reviews using, among other things, publicly
available credit ratings of such counterparties.

Contracts used to manage interest rate and commodity price risk may be
considered derivative instruments that are subject to derivative and hedge
accounting pursuant to SFAS No. 133. If a contract is accounted for as a
derivative instrument, it is recorded in the financial statements as an asset or
a liability, at the fair value of the contract. The recorded fair value of the
contract is then adjusted quarterly to reflect any change in the market value of
the contract, a practice known as marking the contract to market. Changes in the
fair value of a derivative (that is, gains or losses) are reported either in
earnings or accumulated other comprehensive income depending on whether the
derivative qualifies for special hedge accounting treatment.

For derivative instruments to qualify for hedge accounting under SFAS No. 133,
the hedging relationship must be formally documented at inception and be highly
effective in achieving offsetting cash flows or offsetting changes in fair value
attributable to the risk being hedged. If hedging a forecasted transaction, the
forecasted transaction must be probable. If a derivative instrument, used as a
cash flow hedge, is terminated early because it is probable that a forecasted
transaction will not occur, any gain or loss as of such date is immediately
recognized in earnings. If a derivative instrument, used as a cash flow hedge,
is terminated early for other economic reasons, any gain or loss as of the
termination date is deferred and recorded when the forecasted transaction
affects earnings. We use a combination of quoted market prices and mathematical
valuation models to determine fair value of those contracts requiring derivative
accounting. The ineffective portion, if any, of all hedges is recognized in
earnings.

The majority of our contracts are not subject to derivative accounting because
they qualify for the normal purchases and sales exception of SFAS No. 133, or
are not derivatives because there is not an active market for the commodity. Our
electric capacity and energy contracts are not accounted for as derivatives due
to the lack of an active energy market in the state of Michigan, as defined by
SFAS No. 133, and the significant transportation costs that would be incurred to
deliver the power under the contracts to the closest active energy market at the
Cinergy hub in Ohio. If an active market develops in the future, we may be
required to account for these contracts as derivatives. The mark-to-market
impact on earnings related to these contracts could be material to the financial
statements.

                                     CE-64
<PAGE>

                                                         Consumer Energy Company

Derivative accounting is required for certain contracts used to limit our
exposure to commodity price risk and interest rate risk. The following table
reflects the fair value of all contracts requiring derivative accounting:

<TABLE>
<CAPTION>
                                                                                            In Millions
- -------------------------------------------------------------------------------------------------------
June 30                                                2004                          2003
- -------------------------------------------------------------------------------------------------------
                                                       Fair   Unrealized             Fair   Unrealized
      Derivative Instruments                 Cost     Value   Gain (Loss)  Cost     Value   Gain (Loss)
- -------------------------------------------------------------------------------------------------------
<S>                                          <C>      <C>     <C>          <C>      <C>     <C>
Electric - related contracts                  $ -       $ -       $ -      $  8       $ -      $ (8)
Gas contracts                                   3         6         3         2         1        (1)
Derivative contracts associated with
Consumers' investment in the MCV
Partnership:
  Prior to consolidation                        -         -         -         -        20        20
  After consolidation:
    Gas fuel contracts                          -        80        80         -         -         -
    Gas fuel futures, options, and swaps        -        54        54         -         -         -

=======================================================================================================
</TABLE>

The fair value of our derivative contracts is included in Derivative
Instruments, Other Assets, or Other Liabilities on the Consolidated Balance
Sheets. The fair value of derivative contracts associated with our investment in
the MCV Partnership for 2003 is included in Investments - Midland Cogeneration
Venture Limited Partnership on the Consolidated Balance Sheets.

ELECTRIC CONTRACTS: Our electric utility business uses purchased electric call
option contracts to meet, in part, our regulatory obligation to serve. This
obligation requires us to provide a physical supply of electricity to customers,
to manage electric costs, and to ensure a reliable source of capacity during
peak demand periods.

GAS CONTRACTS: Our gas utility business uses fixed price and index-based gas
supply contracts, fixed price weather-based gas supply call options, fixed price
gas supply call and put options, and other types of contracts, to meet our
regulatory obligation to provide gas to our customers at a reasonable and
prudent cost. Unrealized gains and losses associated with these options are
reported directly in earnings as part of other income, and then directly offset
in earnings and recorded on the balance sheet as a regulatory asset or liability
as part of the GCR process.

INTEREST RATE RISK CONTRACTS: We frequently use interest rate swaps to hedge the
risk associated with forecasted interest payments on variable-rate debt and to
reduce the impact of interest rate fluctuations. These interest rate swaps are
generally designated as cash flow hedges. As such, we record changes in the fair
value of these contracts in accumulated other comprehensive income unless the
swaps are sold. As of June 30, 2004 and June 30, 2003, we did not have any
interest rate swaps outstanding.

DERIVATIVE CONTRACTS ASSOCIATED WITH CONSUMERS' INVESTMENT IN THE MCV
PARTNERSHIP:

Gas Fuel Contracts: The MCV Partnership uses natural gas fuel contracts to buy
gas as fuel for generation, and to manage gas fuel costs. The MCV Partnership
believes that its long-term natural gas contracts, which do not contain volume
optionality, qualify under SFAS No. 133 for the normal purchases and normal
sales exception. Therefore, these contracts are currently not recognized at fair
value on the balance sheet. Should significant changes in the level of the MCV
Facility operational dispatch or purchases of long-term gas occur, the MCV
Partnership would be required to re-evaluate its accounting treatment for these
long-term gas contracts. This re-evaluation may result in recording
mark-

                                     CE-65
<PAGE>

                                                         Consumer Energy Company

to-market activity on some contracts, which could add to earnings volatility.

At June 30, 2004, the MCV Partnership had six long-term gas contracts that
contained both an option and forward component. Because of the option component,
these contracts do not qualify for the normal purchases and sales exception and
are accounted for as derivatives, with changes in fair value recorded in
earnings each quarter. The MCV Partnership expects future earnings volatility on
these six contracts, since gains or losses will be recorded on a quarterly basis
during the remaining life of approximately four years for these gas contracts.
For the six months ended June 30, 2004, the MCV Partnership recorded in Fuel for
electric generation a $6 million net gain in earnings associated with these
contracts.

Gas Fuel Futures, Options, and Swaps: To manage market risks associated with the
volatility of natural gas prices, the MCV Partnership maintains a gas hedging
program. The MCV Partnership enters into natural gas futures contracts, option
contracts, and over-the-counter swap transactions in order to hedge against
unfavorable changes in the market price of natural gas in future months when gas
is expected to be needed. These financial instruments are being used principally
to secure anticipated natural gas requirements necessary for projected electric
and steam sales, and to lock in sales prices of natural gas previously obtained
in order to optimize the MCV Partnership's existing gas supply, storage, and
transportation arrangements.

These financial instruments are accounted for as derivatives under SFAS No. 133.
The contracts that are used to secure anticipated natural gas requirements
necessary for projected electric and steam sales qualify as cash flow hedges
under SFAS No. 133. The MCV Partnership also engages in cost mitigation
activities to offset the fixed charges the MCV Partnership incurs in operating
the MCV Facility. These cost mitigation activities include the use of futures
and options contracts to purchase and/or sell natural gas to maximize the use of
the transportation and storage contracts when it is determined that they will
not be needed for the MCV Facility operation. Although these cost mitigation
activities do serve to offset the fixed monthly charges, these cost mitigation
activities are not considered a normal course of business for the MCV
Partnership and do not qualify as hedges under SFAS No. 133. Therefore, the
mark-to-market gains and losses from these cost mitigation activities are
recorded in earnings each quarter.

For the six months ended June 30, 2004, the MCV Partnership has recorded an
unrealized gain of $24 million in other comprehensive income on those futures
contracts that qualify as cash flow hedges, which resulted in a cumulative net
gain of $55 million in other comprehensive income as of June 30, 2004. This
balance represents natural gas futures, options, and swaps with maturities
ranging from July 2004 to December 2009, of which $34 million of this gain is
expected to be reclassified as an increase to earnings within the next 12
months. As of June 30, 2004, Consumers' pretax proportionate share of the MCV
Partnership's $55 million net gain recorded in other comprehensive income is $27
million, of which $17 million is expected to be reclassified as an increase to
earnings within the next 12 months. In addition, for the six months ended June
30, 2004, the MCV Partnership has recorded a net gain of $16 million in earnings
from hedging activities related to natural gas requirements for the MCV Facility
operations and a net gain of $1 million in earnings from cost mitigation
activities.

                                     CE-66
<PAGE>

                                                         Consumer Energy Company

5:  RETIREMENT BENEFITS

We provide retirement benefits to our employees under a number of different
plans, including:

      -     non-contributory, defined benefit Pension Plan,

      -     a cash balance pension plan for certain employees hired after
            June 30, 2003,

      -     benefits to certain management employees under SERP,

      -     health care and life insurance benefits under OPEB,

      -     benefits to a select group of management under EISP, and

      -     a defined contribution 401(k) plan.

Pension Plan: The Pension Plan includes funds for our employees and our
non-utility affiliates, including former Panhandle employees. The Pension Plan's
assets are not distinguishable by company.

As of June 30, 2004, we have recorded a prepaid pension asset of $373 million,
$20 million of which is in Other current assets on our Consolidated Balance
Sheet.

OPEB: We adopted SFAS No. 106, effective as of the beginning of 1992. We
recorded a liability of $466 million for the accumulated transition obligation
and a corresponding regulatory asset for anticipated recovery in utility rates.
For additional details, see Note 1, Corporate Structure and Accounting Policies,
"Utility Regulation." In 1994, the MPSC authorized recovery of the electric
utility portion of these costs over 18 years and in 1996, the MPSC authorized
recovery of the gas utility portion of these costs over 16 years. We have made
contributions of $33 million to our 401(h) and VEBA trust funds in 2004. We plan
to make additional contributions of $30 million in 2004.

Costs: The following table recaps the costs incurred in our retirement benefits
plans:

<TABLE>
<CAPTION>
                                                                       In Millions
- ----------------------------------------------------------------------------------
                                                           Pension
                                           Three Months Ended     Six Months Ended
- ----------------------------------------------------------------------------------
June 30                                      2004       2003       2004       2003
- ----------------------------------------------------------------------------------
<S>                                          <C>        <C>        <C>        <C>
Service cost                                 $  9       $  9       $ 19       $ 19
Interest expense                               18         18         36         37
Expected return on plan assets                (27)       (21)       (54)       (41)
Amortization of:
  Net loss                                      4          3          7          5
  Prior service cost                            2          2          3          4
                                             -------------------------------------
Net periodic pension cost                    $  6       $ 11       $ 11       $ 24
==================================================================================

</TABLE>

                                     CE-67
<PAGE>

                                                         Consumer Energy Company

<TABLE>
<CAPTION>
                                                                              In Millions
- -----------------------------------------------------------------------------------------
                                                                    OPEB
                                                   Three Months Ended    Six Months Ended
- -----------------------------------------------------------------------------------------
June 30                                             2004       2003       2004       2003
- -----------------------------------------------------------------------------------------
<S>                                                 <C>        <C>        <C>        <C>
Service cost                                        $  4       $  5       $  9       $  9
Interest expense                                      14         16         27         31
Expected return on plan assets                       (11)       (10)       (23)       (20)
Amortization of:
  Net loss                                             3          4          6          9
  Prior service cost                                  (2)        (2)        (4)        (3)
                                                    -------------------------------------
Net periodic postretirement benefit cost            $  8       $ 13       $ 15       $ 26
=========================================================================================
</TABLE>

The Medicare Prescription Drug, Improvement, and Modernization Act of 2003 (the
Act) was signed into law in December 2003. The Act establishes a prescription
drug benefit under Medicare (Medicare Part D) and a federal subsidy, which is
exempt from federal taxation, to sponsors of retiree health care benefit plans
that provide a benefit that is actuarially equivalent to Medicare Part D.

We believe our plan is actuarially equivalent to Medicare Part D and have
incorporated retroactively the effects of the subsidy into our financial
statements as of June 30, 2004 in accordance with FASB Staff Position, No. SFAS
106-2. We remeasured our obligation as of December 31, 2003 to incorporate the
impact of the Act, which resulted in a reduction to the accumulated
postretirement benefit obligation of $148 million. The remeasurement resulted in
a reduction of OPEB cost of $6 million for the three months ended June 30, 2004,
$11 million for the six months ended June 30, 2004, and an expected total
reduction of $23 million for 2004. The reduction of $23 million includes $7
million in capitalized OPEB costs. For additional details, see Note 7,
Implementation of New Accounting Standards.

6: ASSET RETIREMENT OBLIGATIONS

SFAS NO. 143: This standard became effective January 2003. It requires companies
to record the fair value of the cost to remove assets at the end of their useful
life, if there is a legal obligation to do so. We have legal obligations to
remove some of our assets, including our nuclear plants, at the end of their
useful lives.

Before adopting this standard, we classified the removal cost of assets included
in the scope of SFAS No. 143 as part of the reserve for accumulated
depreciation. For these assets, the removal cost of $448 million that was
classified as part of the reserve at December 31, 2002, was reclassified in
January 2003, in part, as a:

      -     $364 million ARO liability,

      -     $134 million regulatory liability,

      -     $42 million regulatory asset, and

      -     $7 million net increase to property, plant, and equipment as
            prescribed by SFAS No. 143.

We are reflecting a regulatory asset and liability as required by SFAS No. 71
for regulated entities instead of a cumulative effect of a change in accounting
principle.

The fair value of ARO liabilities has been calculated using an expected present
value technique. This technique reflects assumptions, such as costs, inflation,
and profit margin that third parties would consider to assume the settlement of
the obligation. Fair value, to the extent possible, should include a

                                     CE-68
<PAGE>

                                                         Consumer Energy Company

market risk premium for unforeseeable circumstances. No market risk premium was
included in our ARO fair value estimate since a reasonable estimate could not be
made. If a five percent market risk premium were assumed, our ARO liability
would increase by $22 million.

If a reasonable estimate of fair value cannot be made in the period the ARO is
incurred, such as for assets with indeterminate lives, the liability is to be
recognized when a reasonable estimate of fair value can be made. Generally,
transmission and distribution assets have indeterminate lives. Retirement cash
flows cannot be determined and there is a low probability of a retirement date.
Therefore, no liability has been recorded for these assets. Also, no liability
has been recorded for assets that have insignificant cumulative disposal costs,
such as substation batteries. The measurement of the ARO liabilities for
Palisades and Big Rock are based on decommissioning studies that largely utilize
third-party cost estimates.

The following tables describe our assets that have legal obligations to be
removed at the end of their useful life.

<TABLE>
<CAPTION>
June 30, 2004                                                                                               In Millions
- -----------------------------------------------------------------------------------------------------------------------
                                                    In Service                                                    Trust
           ARO Description                             Date             Long Lived Assets                          Fund
- -----------------------------------------------------------------------------------------------------------------------
<S>                                                 <C>          <C>                                              <C>
Palisades - decommission plant site                      1972    Palisades nuclear plant                          $495
Big Rock - decommission plant site                       1962    Big Rock nuclear plant                             64
JHCampbell intake/discharge water line                   1980    Plant intake/discharge water line                   -
Closure of coal ash disposal areas                    Various    Generating plants coal ash areas                    -
Closure of wells at gas storage fields                Various    Gas storage fields                                  -
Indoor gas services equipment relocations             Various    Gas meters located inside structures                -
=======================================================================================================================
</TABLE>

<TABLE>
<CAPTION>
June 30, 2004                                                                                     In Millions
- -------------------------------------------------------------------------------------------------------------
                                           ARO Liability                                              ARO
                                           -------------                                  Cash flow Liability
     ARO Description                     1/1/03   12/31/03 Incurred   Settled  Accretion  Revisions  6/30/04
- -------------------------------------------------------------------------------------------------------------
<S>                                      <C>      <C>      <C>        <C>      <C>        <C>       <C>
Palisades - decommission                  $249      $268      $ -       $ -       $ 10      $ 31      $309
Big Rock - decommission                     61        35        -       (24)         6        22        39
JHCampbell intake line                       -         -        -         -          -         -         -
Coal ash disposal areas                     51        52        -        (1)         3         -        54
Wells at gas storage fields                  2         2        -         -          -         -         2
Indoor gas services relocations              1         1        -         -          -         -         1
                                          -------------------------------------------------------------------
Total                                     $364      $358      $ -      $(25)      $ 19      $ 53      $405
=============================================================================================================
</TABLE>

The Palisades and Big Rock cash flow revisions resulted from new decommissioning
reports filed with the MPSC in March 2004. For additional details, see Note 2,
Uncertainties, "Other Electric Uncertainties - Nuclear Plant Decommissioning."

Reclassification of certain types of Cost of Removal: Beginning in December
2003, the SEC requires the quantification and reclassification of the estimated
cost of removal obligations arising from other than legal obligations. These
cost of removal obligations have been accrued through depreciation charges. We
estimate that we had $1.016 billion at June 30, 2004 and $950 million at June
30, 2003 of previously accrued asset removal costs related to our regulated
operations arising from other than legal obligations. These obligations, which
were previously classified as a component of accumulated

                                     CE-69
<PAGE>

                                                         Consumer Energy Company

depreciation, are now classified as regulatory liabilities in the accompanying
Consolidated Balance Sheets.

7: IMPLEMENTATION OF NEW ACCOUNTING STANDARDS

FASB INTERPRETATION NO. 46, CONSOLIDATION OF VARIABLE INTEREST ENTITIES: The
FASB issued this Interpretation in January 2003. The objective of the
Interpretation is to assist in determining when one party controls another
entity in circumstances where a controlling financial interest cannot be
properly identified based on voting interests. Entities with this characteristic
are considered variable interest entities. The Interpretation requires the party
with the controlling financial interest, known as the primary beneficiary, in a
variable interest entity to consolidate the entity.

On December 24, 2003, the FASB issued Revised FASB Interpretation No. 46. For
entities that have not previously adopted FASB Interpretation No. 46, Revised
FASB Interpretation No. 46 provided an implementation deferral until the first
quarter of 2004. As of and for the quarter ended March 31, 2004, we adopted
Revised FASB Interpretation No. 46 for all entities.

We determined that we are the primary beneficiary of both the MCV Partnership
and the FMLP. We have a 49 percent partnership interest in the MCV Partnership
and a 46.4 percent partnership interest in the FMLP. Consumers is the primary
purchaser of power from the MCV Partnership through a long-term power purchase
agreement. In addition, the FMLP holds a 75.5 percent lessor interest in the MCV
Facility, which results in Consumers holding a 35 percent lessor interest in the
MCV Facility. Collectively, these interests make us the primary beneficiary of
these entities. As such, we consolidated their assets, liabilities, and
activities into our financial statements for the first time as of and for the
quarter ended March 31, 2004. These partnerships have third-party obligations
totaling $728 million at June 30, 2004. Property, plant, and equipment serving
as collateral for these obligations has a carrying value of $1.453 billion at
June 30, 2004. The creditors of these partnerships do not have recourse to the
general credit of CMS Energy.

We also determined that we are not the primary beneficiary of our trust
preferred security structures. Accordingly, those entities have been
deconsolidated as of December 31, 2003. Company Obligated Trust Preferred
Securities totaling $490 million, that were previously included in mezzanine
equity, have been eliminated due to deconsolidation. As a result of the
deconsolidation, we reflected $506 million of long-term debt - related parties
and reflected an investment in related parties of $16 million.

We are not required to restate prior periods for the impact of this accounting
change.

FASB STAFF POSITION, NO. SFAS 106-2, ACCOUNTING AND DISCLOSURE REQUIREMENTS
RELATED TO THE MEDICARE PRESCRIPTION DRUG, IMPROVEMENT, AND MODERNIZATION ACT OF
2003: The Medicare Prescription Drug, Improvement, and Modernization Act of 2003
(the Act) was signed into law in December 2003. The Act establishes a
prescription drug benefit under Medicare (Medicare Part D) and a federal
subsidy, which is exempt from federal taxation, to sponsors of retiree health
care benefit plans that provide a benefit that is actuarially equivalent to
Medicare Part D. At December 31, 2003, we elected a one-time deferral of the
accounting for the Act, as permitted by FASB Staff Position, No. SFAS 106-1.

The final FASB Staff Position, No. SFAS 106-2 supersedes FASB Staff Position,
No. SFAS 106-1 and provides further accounting guidance. FASB Staff Position,
No. SFAS 106-2 states that for plans that are actuarially equivalent to Medicare
Part D, employers' measures of accumulated postretirement benefit obligations
and postretirement benefit costs should reflect the effects of the Act.

                                     CE-70
<PAGE>

                                                         Consumer Energy Company

We believe our plan is actuarially equivalent to Medicare Part D and have
incorporated retroactively the effects of the subsidy into our financial
statements as of June 30, 2004, in accordance with FASB Staff Position, No. SFAS
106-2. We remeasured our obligation as of December 31, 2003 to incorporate the
impact of the Act, which resulted in a reduction to the accumulated
postretirement benefit obligation of $148 million. The remeasurement resulted in
a reduction of OPEB cost of $6 million for the three months ended June 30, 2004,
$11 million for the six months ended June 30, 2004, and an expected total
reduction of $23 million for 2004. Consumers capitalizes a portion of OPEB cost
in accordance with regulatory accounting. As such, the remeasurement resulted in
a net reduction of OPEB expense of $4 million for the three months ended June
30, 2004, $8 million for the six months ended June 30, 2004, and an expected
total net expense reduction of $16 million for 2004.

                                     CE-71
<PAGE>

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

CMS ENERGY

Quantitative and Qualitative Disclosures about Market Risk is contained in PART
I: CMS Energy Corporation's Management's Discussion and Analysis, which is
incorporated by reference herein.

CONSUMERS

Quantitative and Qualitative Disclosures about Market Risk is contained in PART
I: Consumers Energy Company's Management's Discussion and Analysis, which is
incorporated by reference herein.

ITEM 4. CONTROLS AND PROCEDURES

CMS ENERGY

Disclosure Controls and Procedures: CMS Energy's management, with the
participation of its CEO and CFO, has evaluated the effectiveness of its
disclosure controls and procedures (as such term is defined in Rules 13a-15(e)
and 15d-15(e) under the Exchange Act) as of the end of the period covered by
this report. Based on such evaluation, CMS Energy's CEO and CFO have concluded
that, as of the end of such period, its disclosure controls and procedures are
effective.

Internal Control Over Financial Reporting: There have not been any changes in
CMS Energy's internal control over financial reporting (as such term is defined
in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the last fiscal
quarter that have materially affected, or are reasonably likely to materially
affect, its internal control over financial reporting.

CONSUMERS

Disclosure Controls and Procedures: Consumers' management, with the
participation of its CEO and CFO, has evaluated the effectiveness of its
disclosure controls and procedures (as such term is defined in Rules 13a-15(e)
and 15d-15(e) under the Exchange Act) as of the end of the period covered by
this report. Based on such evaluation, Consumers' CEO and CFO have concluded
that, as of the end of such period, its disclosure controls and procedures are
effective.

Internal Control Over Financial Reporting: There have not been any changes in
Consumers' internal control over financial reporting (as such term is defined in
Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the last fiscal
quarter that have materially affected, or are reasonably likely to materially
affect, its internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The discussion below is limited to an update of developments that have occurred
in various judicial and administrative proceedings, many of which are more fully
described in CMS Energy's and Consumers' Forms 10-K/A for the year ended
December 31, 2003. Reference is also made to the CONDENSED NOTES TO THE
CONSOLIDATED FINANCIAL STATEMENTS, in particular, Note 3, Uncertainties for CMS
Energy and Note 2, Uncertainties for Consumers, included herein for additional
information regarding various pending administrative and judicial proceedings
involving rate, operating, regulatory and environmental matters.

                                      CO-1
<PAGE>

CMS ENERGY

SEC REQUEST

On August 5, 2004, CMS Energy received a request from the SEC that CMS Energy
voluntarily produce all documents and data relating to the SEC's inquiry into
payments made to the government and officials of the government of Equatorial
Guinea. CMS Energy will fully cooperate with the SEC in its inquiry. From 1991
through January 3, 2002, subsidiaries of CMS Energy held interests in, and
beginning in 1995 operated, hydrocarbon production and processing facilities
and a methanol plant in Equatorial Guinea. On January 3, 2002, CMS Energy sold
all its Equatorial Guinea holdings. The SEC's inquiry follows an investigation
and public hearing conducted by the United States Senate Permanent Subcommittee
on Investigations, which reviewed the U.S. banking transactions of various
foreign governments, including that of Equatorial Guinea. The investigation and
hearing also reviewed the operations of certain U.S. oil companies in
Equatorial Guinea. There were no findings of violations of the U.S. Foreign
Corrupt Practices Act by the U.S. oil companies in the report of the Minority
Staff of the Subcommittee, the only report issued to date as a result of the
hearing. The Subcommittee did find that oil companies operating in Equatorial
Guinea may have contributed to corrupt practices in that country.

SEC INVESTIGATION

In March 2004, the SEC approved a cease-and-desist order settling an
administrative action against CMS Energy related to round-trip trading. The
order did not assess a fine and CMS Energy neither admitted nor denied the
order's findings. The settlement resolved the SEC investigation involving CMS
Energy and CMS MST. In March 2004, the SEC also filed an action against three
former employees related to round-trip trading by CMS MST. One of the
individuals has settled with the SEC. CMS Energy is currently advancing legal
defense costs for the remaining two individuals in accordance with existing
indemnification policies.

DEMAND FOR ACTIONS AGAINST OFFICERS AND DIRECTORS

In May 2002, the Board of Directors of CMS Energy received a demand, on behalf
of a shareholder of CMS Energy Common Stock, that it commence civil actions (i)
to remedy alleged breaches of fiduciary duties by certain CMS Energy officers
and directors in connection with round-trip trading by CMS MST, and (ii) to
recover damages sustained by CMS Energy as a result of alleged insider trades
alleged to have been made by certain current and former officers of CMS Energy
and its subsidiaries. In December 2002, two new directors were appointed to the
Board. The Board formed a special litigation committee in January 2003 to
determine whether it is in CMS Energy's best interest to bring the action
demanded by the shareholder. The disinterested members of the Board appointed
the two new directors to serve on the special litigation committee.

In December 2003, during the continuing review by the special litigation
committee, CMS Energy was served with a derivative complaint filed on behalf of
the shareholder in the Circuit Court of Jackson County, Michigan in furtherance
of his demands. The date for CMS Energy and other defendants to answer or
otherwise respond to the complaint has been extended to September 1, 2004,
subject to such further extensions as may be mutually agreed upon by the parties
and authorized by the Court. CMS Energy cannot predict the outcome of this
matter.

INTEGRUM LAWSUIT

Integrum filed a complaint in Wayne County, Michigan Circuit Court in July 2003
against CMS Energy, Enterprises and APT. Integrum alleges several causes of
action against APT, CMS Energy, and Enterprises in connection with an offer by
Integrum to purchase the CMS Pipeline Assets. In addition to seeking unspecified
money damages, Integrum is seeking an order enjoining CMS Energy and Enterprises
from selling, and APT from purchasing, the CMS Pipeline Assets and an order of
specific performance mandating that CMS Energy, Enterprises, and APT complete
the sale of the CMS Pipeline Assets to APT and Integrum. A certain officer and
director of Integrum is a former officer and director of CMS Energy, Consumers,
and their subsidiaries. The individual was not employed by CMS Energy,
Consumers, or their subsidiaries when Integrum made the offer to purchase the
CMS Pipeline Assets. CMS Energy and Enterprises filed a motion to change venue
from Wayne County to Jackson County, which was granted. The parties are now
awaiting transfer of the file from Wayne County to Jackson County. CMS Energy
and Enterprises believe that Integrum's claims are without merit. CMS Energy and
Enterprises intend to defend vigorously against this action but they cannot
predict the outcome of this litigation.

                                      CO-2
<PAGE>

GAS INDEX PRICE REPORTING LITIGATION

In August 2003, Cornerstone Propane Partners, L.P. ("Cornerstone") filed a
putative class action complaint in the United States District Court for the
Southern District of New York against CMS Energy and dozens of other energy
companies. The court ordered the Cornerstone complaint to be consolidated with
similar complaints filed by Dominick Viola and Roberto Calle Gracey. The
plaintiffs filed a consolidated complaint on January 20, 2004. The consolidated
complaint alleges that false natural gas price reporting by the defendants
manipulated the prices of NYMEX natural gas futures and options. The complaint
contains two counts under the Commodity Exchange Act, one for manipulation and
one for aiding and abetting violations. CMS Energy is no longer a defendant,
however, CMS MST and CMS Field Services are named as defendants. (CMS Energy
sold CMS Field Services to Cantera Natural Gas, Inc. but is required to
indemnify Cantera Natural Gas, Inc. with respect to this action.)

In a similar but unrelated matter, Texas-Ohio Energy, Inc. filed a putative
class action lawsuit in the United States District Court for the Eastern
District of California against a number of energy companies engaged in the sale
of natural gas in the United States. CMS Energy is named as a defendant. The
complaint alleges defendants entered into a price-fixing conspiracy by engaging
in activities to manipulate the price of natural gas in California. The
complaint contains counts alleging violations of the Sherman Act, Cartwright Act
(a California statute), and the California Business and Profession Code relating
to unlawful, unfair and deceptive business practices. There is currently pending
in the Nevada federal district court a multi district court litigation ("MDL")
matter involving seven complaints originally filed in various state courts in
California. These complaints make allegations similar to those in the Texas-Ohio
case regarding price reporting, although none contain a Sherman Act claim and
some of the defendants in the MDL matter are also defendants in the Texas-Ohio
case. Those defendants successfully argued to have the Texas-Ohio case
transferred to the MDL proceeding. The plaintiff in the Texas-Ohio case agreed
to extend the time for all defendants to answer or otherwise respond until May
28, 2004 and on that date a number of defendants filed motions to dismiss. In
order to negotiate possible dismissal and/or substitution of defendants, CMS
Energy and two other parent holding company defendants were given further
extensions to answer or otherwise respond to the complaint to August 16, 2004.

Benscheidt v. AEP Energy Services, Inc., et al., a new class action complaint
containing allegations similar to those made in the Texas-Ohio case, albeit
limited to California state law claims, was filed in California state court in
February 2004. CMS Energy and CMS MST are named as defendants. Defendants filed
a notice to remove this action to California federal district court, which was
granted, and had it transferred to the MDL proceeding in Nevada. However, the
plaintiff is seeking to have the case remanded back to California and until the
issue is resolved, no further action will be taken.

Three new, virtually identical actions were filed in San Diego Superior Court in
July, 2004, one by the County of Santa Clara ("Santa Clara"), one by the County
of San Diego (San Diego) and one by the City of and County of San Francisco and
the San Francisco City Attorney (collectively "San Francisco"). Defendants,
consisting of a number of energy companies including CMS Energy, CMS MS&T,
Cantera Natural Gas and Cantera Gas Company, are alleged to have engaged in
false reporting of natural gas price and volume information and sham sales to
artificially inflate natural gas retail prices in California. All three
complaints allege claims for unjust enrichment and violations of the Cartwright
Act, and the San Francisco action also alleges a claim for violation of the
California Business and Profession Code relating to unlawful, unfair and
deceptive business practices.

CMS Energy and the other CMS defendants will defend themselves vigorously but
cannot predict the outcome of these matters.

                                      CO-3
<PAGE>

LEONARD FIELD DISPUTE

Pursuant to a Consent Judgment entered in Oakland County, Michigan Circuit Court
in September 2001, CMS Gas Transmission had 18 months to extract approximately
one bcf of pipeline quality natural gas held in the Leonard Field in Addison
Township. The Consent Judgment provided for an extension of that period upon
certain circumstances. CMS Gas Transmission has complied with the requirements
of the Consent Judgment. Addison Township filed a lawsuit in Oakland County
Circuit Court against CMS Gas Transmission in February 2004 alleging the Leonard
Field was discharging odors in violation of the Consent Judgment. Pursuant to a
Stipulated Order entered April 1, 2004, CMS Gas Transmission agreed to certain
undertakings to address the odor complaints and further agreed to temporarily
cease operations at the Leonard Field during the month of April 2004, the last
month provided for in the Consent Judgment. Also, Addison Township was required
to grant CMS Gas Transmission an extension to withdraw its natural gas if
certain conditions were met. Addison Township denied CMS Gas Transmission's
request for an extension on April 5, 2004. CMS Gas Transmission is pursuing its
legal remedies and filed a complaint against Addison Township in June 2004. CMS
Gas Transmission cannot predict the outcome of this matter, and unless an
extension is provided, it will be unable to extract approximately 500,000 mcf of
gas remaining in the Leonard Field.

CMS ENERGY AND CONSUMERS

ERISA LAWSUITS

CMS Energy is a named defendant, along with Consumers, CMS MST, and certain
named and unnamed officers and directors, in two lawsuits brought as purported
class actions on behalf of participants and beneficiaries of the CMS Employees'
Savings and Incentive Plan (the "Plan"). The two cases, filed in July 2002 in
United States District Court for the Eastern District of Michigan, were
consolidated by the trial judge and an amended consolidated complaint was filed.
Plaintiffs allege breaches of fiduciary duties under ERISA and seek restitution
on behalf of the Plan with respect to a decline in value of the shares of CMS
Energy Common Stock held in the Plan. Plaintiffs also seek other equitable
relief and legal fees. The judge issued an opinion and order dated March 31,
2004 in connection with the motions to dismiss filed by CMS Energy, Consumers
and the individuals. The judge dismissed certain of the amended counts in the
plaintiffs' complaint and denied CMS Energy's motion to dismiss the other claims
in the complaint. CMS Energy, Consumers and the individual defendants filed
answers to the amended complaint on May 14, 2004. A trial date has not been set,
but is expected to be no earlier than late in 2005. CMS Energy and Consumers
will defend themselves vigorously but cannot predict the outcome of this
litigation.

SECURITIES CLASS ACTION LAWSUITS

Beginning on May 17, 2002, a number of securities class action complaints were
filed against CMS Energy, Consumers, and certain officers and directors of CMS
Energy and its affiliates. The complaints were filed as purported class actions
in the United States District Court for the Eastern District of Michigan, by
shareholders who allege that they purchased CMS Energy's securities during a
purported class period. The cases were consolidated into a single lawsuit and an
amended and consolidated class action complaint was filed on May 1, 2003. The
consolidated complaint contains a purported class period beginning on May 1,
2000 and running through March 31, 2003. It generally seeks unspecified damages
based on allegations that the defendants violated United States securities laws
and regulations by making allegedly false and misleading statements about CMS
Energy's business and financial condition, particularly with respect to revenues
and expenses recorded in connection with round-trip trading by CMS MST. The
judge issued an opinion and order dated March 31, 2004 in connection with
various pending motions, including plaintiffs' motion to amend the complaint and
the motions to dismiss the complaint

                                      CO-4
<PAGE>

filed by CMS Energy, Consumers and other defendants. The judge directed
plaintiffs to file an amended complaint under seal and ordered an expedited
hearing on the motion to amend, which was held on May 12, 2004. At the hearing,
the judge ordered plaintiffs to file a Second Amended Consolidated Class Action
complaint deleting Counts III and IV relating to purchasers of CMS PEPS, which
the judge ordered dismissed with prejudice. Plaintiffs filed this complaint on
May 26, 2004. CMS Energy, Consumers, and the individual defendants filed new
motions to dismiss on June 21, 2004 and a hearing on those motions is scheduled
for August 2004. CMS Energy, Consumers and the individual defendants will defend
themselves vigorously but cannot predict the outcome of this litigation.

ENVIRONMENTAL MATTERS

CMS Energy, Consumers and their subsidiaries and affiliates are subject to
various federal, state and local laws and regulations relating to the
environment. Several of these companies have been named parties to various
actions involving environmental issues. Based on their present knowledge and
subject to future legal and factual developments, CMS Energy and Consumers
believe that it is unlikely that these actions, individually or in total, will
have a material adverse effect on their financial condition. See CMS Energy's
and Consumers' MANAGEMENT'S DISCUSSION AND ANALYSIS and CMS Energy's and
Consumers' CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

At the CMS Energy Annual Meeting of Shareholders held on May 28, 2004, the CMS
Energy shareholders voted upon five proposals, as follows:

      -     Ratification of the appointment of Ernst & Young LLP as independent
            auditors of CMS Energy for the year ending December 31, 2004, with a
            vote of 135,549,550 shares in favor, 2,206,503 against and 1,148,674
            abstentions;

      -     Amendments to the Performance Incentive Stock Plan, with a vote of
            85,615,290 shares in favor, 17,204,621 against and 1,794,973
            abstentions;

      -     Permitting awards under the Incentive Compensation Plans and related
            contractual arrangements to become income tax deductible by the
            company, with a vote of 124,938,186 shares in favor, 12,172,123
            against and 1,794,735 abstentions;

      -     Amending the Restated Articles of Incorporation to increase the
            number of authorized shares of common stock and re-designate
            authorized but unissued Class G common stock into shares of common
            stock, with a vote of 130,280,753 shares in favor, 6,673,547 against
            and 1,950,741 abstentions;

      -     Election of eleven members to the Board of Directors. The votes for
            individual nominees were as follows:

                                      CO-5
<PAGE>

CMS ENERGY

<TABLE>
<CAPTION>
   Number of Votes:            For       Withheld       Total
- -----------------------   -----------   ----------   -----------
<S>                       <C>           <C>          <C>
Merribel S. Ayres         134,750,679    4,137,455   138,888,134
Earl D. Holton            132,968,087    5,920,047   138,888,134
David W. Joos             134,215,407    4,672,727   138,888,134
Michael T. Monahan        134,251,381    4,636,753   138,888,134
Joseph F. Paquette, Jr.   110,514,698   28,373,436   138,888,134
William U. Parfet         133,106,221    5,781,913   138,888,134
Percy A. Pierre           133,725,594    5,162,540   138,888,134
S. Kinnie Smith, Jr.      134,179,371    4,708,763   138,888,134
Kenneth L. Way            133,340,836    5,547,298   138,888,134
Kenneth Whipple           134,312,812    4,575,322   138,888,134
John B. Yasinsky          132,916,761    5,971,373   138,888,134
</TABLE>

CONSUMERS

Consumers did not solicit proxies for the matters submitted to votes at the
contemporaneous May 28, 2004 Consumers' Annual Meeting of Shareholders. All
84,108,789 shares of Consumers Common Stock were voted in favor of electing the
above-named individuals as directors of Consumers and in favor of the remaining
proposals for Consumers. None of the 441,599 shares of Consumers Preferred Stock
were voted at the Annual Meeting.

ITEM 5. OTHER INFORMATION

A shareholder who wishes to submit a proposal for consideration at the CMS
Energy 2005 Annual Meeting pursuant to the applicable rules of the SEC must send
the proposal to reach CMS Energy's Corporate Secretary on or before December 24,
2004. In any event if CMS Energy has not received written notice of any matter
to be proposed at that meeting by March 9, 2005, the holders of the proxies may
use their discretionary voting authority on any such matter. The proposals
should be addressed to:

Corporate Secretary, CMS Energy, One Energy Plaza, Jackson, Michigan 49201.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)   LIST OF EXHIBITS

(10)(a)     General Waiver and Release Agreement

(10)(b)     CMS Energy Corporation Policy on Change In Control Agreements and
            Employment Contracts

(31)(a)     CMS Energy Corporation's certification of the CEO pursuant to
            Section 302 of the Sarbanes-Oxley Act of 2002

(31)(b)     CMS Energy Corporation's certification of the CFO pursuant to
            Section 302 of the Sarbanes-Oxley Act of 2002

(31)(c)     Consumers Energy Company's certification of the CEO pursuant to
            Section 302 of the Sarbanes-Oxley Act of 2002

(31)(d)     Consumers Energy Company's certification of the CFO pursuant to
            Section 302 of the Sarbanes-Oxley Act of 2002

                                      CO-6
<PAGE>

(32)(a)     CMS Energy Corporation's certifications pursuant to Section 906 of
            the Sarbanes-Oxley Act of 2002

(32)(b)     Consumers Energy Company's certifications pursuant to Section 906 of
            the Sarbanes-Oxley Act of 2002

(B)   REPORTS ON FORM 8-K

CMS ENERGY

      During the second quarter of 2004, CMS Energy filed or furnished the
following Current Reports on Form 8-K:

            -     8-K filed on April 14, 2004 covering matters pursuant to Item
                  5, Other Events;

            -     8-K furnished on May 6, 2004 covering matters pursuant to Item
                  12, Results of Operations and Financial Condition (including a
                  Summary of Consolidated Earnings, Summarized Comparative
                  Balance Sheets, Summarized Statements of Cash Flows, and a
                  Summary of Consolidated Earnings - Reconciliations of GAAP Net
                  Income (Loss) to Non-GAAP Ongoing Net Income); and

            -     8-K filed on June 3, 2004 covering matters pursuant to Item 5,
                  Other Events.

CONSUMERS

      During the second quarter of 2004, Consumers filed or furnished the
following Current Reports on Form 8-K:

            -     8-K furnished on May 6, 2004 covering matters pursuant to Item
                  12, Results of Operations and Financial Condition (including a
                  Summary of Consolidated Earnings, Summarized Comparative
                  Balance Sheets, Summarized Statements of Cash Flows, and a
                  Summary of Consolidated Earnings - Reconciliations of GAAP Net
                  Income (Loss) to Non-GAAP Ongoing Net Income); and

            -     8-K filed on June 3, 2004 covering matters pursuant to Item 5,
                  Other Events.

                                      CO-7
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized. The signature for each undersigned
company shall be deemed to relate only to matters having reference to such
company or its subsidiary.

                                                CMS ENERGY CORPORATION

                                                      (Registrant)

Dated: August 5, 2004                  By:        /s/ Thomas J. Webb
                                          --------------------------------------
                                                    Thomas J. Webb
                                             Executive Vice President and
                                               Chief Financial Officer

                                                CONSUMERS ENERGY COMPANY

                                                      (Registrant)

Dated: August 5, 2004                  By:        /s/ Thomas J. Webb
                                          --------------------------------------
                                                    Thomas J. Webb
                                             Executive Vice President and
                                               Chief Financial Officer

                                      CO-8
<PAGE>

                        CMS ENERGY AND CONSUMERS EXHIBITS

<TABLE>
EXHIBIT
NUMBER                                 DESCRIPTION
- ------                                 -----------
<S>         <C>

(10)(a)     General Waiver and Release Agreement

(10)(b)     CMS Energy Corporation Policy on Change In Control Agreements and
            Employment Contracts

(31)(a)     CMS Energy Corporation's certification of the CEO pursuant to
            Section 302 of the Sarbanes-Oxley Act of 2002

(31)(b)     CMS Energy Corporation's certification of the CFO pursuant to
            Section 302 of the Sarbanes-Oxley Act of 2002

(31)(c)     Consumers Energy Company's certification of the CEO pursuant to
            Section 302 of the Sarbanes-Oxley Act of 2002

(31)(d)     Consumers Energy Company's certification of the CFO pursuant to
            Section 302 of the Sarbanes-Oxley Act of 2002

(32)(a)     CMS Energy Corporation's certifications pursuant to Section 906 of
            the Sarbanes-Oxley Act of 2002

(32)(b)     Consumers Energy Company's certifications pursuant to Section 906 of
            the Sarbanes-Oxley Act of 2002
</TABLE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.(A)
<SEQUENCE>2
<FILENAME>k87244exv10wxay.txt
<DESCRIPTION>GENERAL WAIVER AND RELEASE AGREEMENT
<TEXT>
<PAGE>
                                                                   EXHIBIT 10(a)


                      GENERAL WAIVER AND RELEASE AGREEMENT


This GENERAL WAIVER AND RELEASE AGREEMENT ("Agreement"), made as of the 27th day
of May, 2004, pursuant to Michigan law, among PRESTON D. HOPPER (the
"Executive"), an individual, and CONSUMERS ENERGY COMPANY, a Michigan
corporation (the "Company") and CMS ENERGY CORPORATION, a Michigan corporation,
is a general waiver and release of all claims against the Company, CMS Energy
Corporation and all of their subsidiaries and affiliates (collectively the "CMS
Companies").

WHEREAS, upon termination of his employment, Executive is eligible for the
payment of certain severance benefits under Paragraph 6 of an Employment
Agreement, dated as of December 10, 1999 between Executive and CMS Energy
Corporation, provided that "any payment under this provision shall be contingent
upon the Executive's execution of a waiver and release of all liability by the
Company and its agents at the time of termination;"

WHEREAS, the parties have recognized that the facts and circumstances
surrounding Executive's cessation of employment with the Company are unusual and
not exactly contemplated by the terms of some of the applicable benefit plans
and programs, thus requiring interpretation and application of language and
producing different possible outcomes unless the parties agree to a mutually
satisfactory resolution of any open issues;

WHEREAS, the parties hereto have agreed upon the level of severance benefits due
under said Paragraph 6, as previously interpreted by CMS Energy Corporation, and
under the Executive Incentive Separation Plan which also requires a release by
Executive, with the result that the parties have resolved all potential issues
about the interpretation and application of language in applicable benefit plans
and programs; and

WHEREAS, this General Waiver and Release Agreement satisfies the aforementioned
conditions for payment of severance benefits:

NOW THEREFORE, in consideration of the covenants undertaken and the releases
contained in this Agreement, the Executive and Consumers Energy Company and CMS
Energy Corporation, on their own behalf and on behalf of their respective
successors and assigns, agree as follows:


1.    CESSATION OF EMPLOYMENT

Executive agrees that his employment as an employee and officer of all CMS
Companies was fully and completely terminated effective as of March 17, 2004.
Further, Executive waives any right to object to such termination. The parties
agree this was not a termination for cause.


<PAGE>



2.    MONETARY AND OTHER CONSIDERATION

In consideration for the releases and the other covenants in this Agreement,
Executive agrees and reaffirms that the only monetary and other consideration to
which he is entitled due to the termination of employment is that provided to
Executive pursuant to this Agreement.

     (A)  The parties hereto agree that ninety-five percent of the total amount
          of severance benefits received by Executive pursuant to this Agreement
          shall be consideration for the General Release and Discharge by
          Executive (see Section 5), and five percent of the total amount shall
          be consideration for the Release of Age Discrimination Claims by
          Executive (see Section 6).

     (B)  Plans and Programs With Vested Rights

          Following is a list of significant plans and programs where the
          parties in the spirit of compromise are agreeing upon the scope of
          Executive's vested rights and are agreeing upon the interpretation of
          the plans and programs for purposes of this Agreement. Further, the
          parties to this Agreement stipulate that no other section of this
          Agreement seeks to otherwise change any of the terms of any of those
          plans and programs as they would apply to Executive.

          (1)  CMS Energy Corporation Annual Executive Incentive Compensation
               Plan, initially effective January 1, 1987, as amended and
               restated effective January 1, 2002 ("Old Incentive Compensation
               Plan"): The parties agree that Executive has no more money coming
               to him as a result of awards to Executive under the Old Incentive
               Compensation Plan except to the extent, if any, Executive has
               deferred prior awards. The parties agree that whatever Executive
               may have been entitled to receive under the Old Incentive
               Compensation Plan has already been paid to him or has been
               deferred as he has directed. Executive's directions shall
               continue to be carried out.

          (2)  Pension Plan for Employees of Consumers Energy Company, effective
               as of September 1, 2000 ("Pension Plan"): The parties agree that
               Executive's rights under the Pension Plan are governed by the
               provisions contained in Section VII of the Pension Plan and that
               Executive can begin to receive his pension on a monthly basis
               when he reaches age 55. Basically, the amount of Executive's
               pension will be determined in accordance with the actuarial table
               contained in Appendix A to the Pension Plan, and further reduced
               for any survivor options provided to or selected by Executive for
               which he is eligible. Executive is not eligible to receive his
               pension as a single sum determined on a present value basis.



                                       2
<PAGE>




          (3)  Supplemental Executive Retirement Plan for Employees of CMS
               Energy/Consumers Energy Company, effective as of January 1, 2001
               ("SERP"): The parties agree that Executive's rights under SERP
               are governed by the provisions contained in the last sentence of
               Section VII of SERP and Executive can begin to receive his SERP
               on a monthly basis when he reaches age 55. Basically, the amount
               of Executive's SERP will be reduced by the same percentage from
               the actuarial table contained in Appendix A to the Pension Plan
               and used to determine his pension, and further reduced for any
               survivor options provided to or selected by Executive for which
               he is eligible under SERP. As would be the case if he retired
               under SERP, Executive cannot receive his SERP as a single sum
               determined on a present value basis.

          (4)  Annual Officer Incentive Compensation Plan for CMS Energy
               Corporation and Its Subsidiaries, effective as of January 1, 2003
               ("AOIC Plan"): Pursuant to the AOIC Plan, for performance year
               2003, the Board had already considered and approved awards under
               the AOIC Plan prior to March 17, 2004, but no individual award of
               incentive compensation had yet been paid to any officer,
               including Executive, as of March 17, 2004, but would have been
               paid before the end of March. Moreover, Executive's award would
               be credited to his Salaried Employees Merit Program for 2003
               ("SEM Plan") special account for later payment. The Company
               agrees to take no steps to prevent payment and crediting from
               taking place for Executive's incentive compensation related to
               performance year 2003 and further agrees it will allow payment in
               cash of such credited amount (subject only to state, federal,
               FICA and other applicable withholding taxes and authorized
               deductions) to be made from the SEM Plan within 30 days after the
               signing of this Agreement. Executive agrees he is not entitled to
               any award under the Plan for all or any portion of the 2004
               performance year.

          (5)  CMS Deferred Salary Savings Plan, initially effective as of
               December 1, 1989, as amended through January 1, 1994 and the
               Employees' Savings and Incentive Plan of Consumers Energy
               Company/Employee Stock Ownership Plan of Consumers Energy
               Company, effective as of January 1, 2001: Executive was 100%
               vested in the account values in each of the aforementioned plans
               as of March 17, 2004. All amounts in the accounts will be treated
               as required in the plan documents, including distribution to
               Executive in accordance with the payment options selected by him.

          (6)  Under the Stock Plan referenced below in paragraph C(1), certain
               options were granted to Executive on July 31, 2002 and on August
               22, 2003. For only those options, the exercise date is being
               extended pursuant to Section 6.10 of the Stock Plan so that
               Executive may exercise those options if he so chooses. The period
               during which those options may be exercised is a window period
               that begins at

                                       3
<PAGE>



               8:00 AM on the 30th day after the signing of this Agreement by
               both parties and expires at 5:00 PM on the 60th day after the
               signing of this Agreement by both parties. Aside from allowing
               the exercise during the window period, all other terms of the
               options remain as stated in their original awards. Nothing in
               this Agreement extends any option beyond its original expiration
               date.

          (7)  Salaried Employees Merit Program for 2003 ("SEM Plan"): Executive
               had an account balance in the SEM Plan as of March 17, 2004.
               Distributions under the SEM Plan will be made in March 2005 based
               on the price of CMS Energy Corporation common stock on January
               31, 2005. The Company agrees not to challenge Executive's
               eligibility to have the aforementioned distribution from his SEM
               Plan account take place in March 2005.

          (8)  Unused Vacation: The parties agree that Executive shall be paid
               for 25 days, or 200 hours, of unused vacation at an hourly wage
               rate based upon Executive's 2004 base pay, 2080 hours per year
               and eight hours a day. The amount of this payment will be made to
               Executive within 10 days after signing this Agreement subject to
               reduction for state, federal, FICA and other applicable
               withholding taxes and authorized deductions.

          (9)  Health Care, Life Insurance, Long Term Disability: The parties
               agree that all rights, if any, Executive shall have to continue
               coverage and receipt of any Health Care, Life Insurance and Long
               Term Disability benefits will be determined in accordance with
               the terms and conditions of the Group Health Care Plan for
               Employees of Consumers Energy, the Term Life Insurance Plan for
               Salaried Employees of Consumers Energy, any applicable individual
               long term disability contract and any applicable laws.

     (C)  Plans and Programs Where There Are Forfeitures

          (1)  CMS Energy Corporation Performance Incentive Stock Plan,
               effective as of December 3, 1999 ("Stock Plan"): As of March 17,
               2004, Executive had certain CMS Energy Corporation stock options
               governed by the Stock Plan which are being forfeited pursuant to
               the Stock Plan and this Agreement. The total number of options
               being forfeited is for 83,000 shares of stock. The number of
               shares subject to forfeiture and their grant date are: 7,000
               shares (July 28, 1994), 7,000 shares (July 27, 1995), 9,000
               shares (July 25, 1996), 10,000 shares (July 24, 1997), 9,000
               shares (July 23, 1998), 14,000 shares (July 22, 1999), 14,000
               shares (February 24, 2000), 18,000 shares (February 22, 2001) and
               18,000 shares (February 22, 2002). Executive agrees not to
               contest such forfeiture in exchange for the consideration
               represented by this Section 2.


                                       4
<PAGE>



          (2)  As of March 17, 2004, Executive also had 27,000 shares of CMS
               Energy Corporation restricted stock governed by the Stock Plan.
               In accordance with the provisions of the Stock Plan and this
               Agreement, all of said shares of restricted stock are being
               forfeited. Executive agrees not to contest such forfeiture in
               exchange for the consideration represented by this Section 2.

          (3)  Unless he is an active employee on the payroll of a CMS Company
               at the time he reaches the age of 55, Executive will not be
               eligible for retiree health care. Nothing in this Agreement is
               intended to change that outcome.

     (D)  Severance Benefits

          (1)  Pursuant to the terms of the Executive Incentive Separation Plan,
               the parties agree that Executive shall receive a monthly payment
               equal to $5,978.68, which shall be paid to Executive every month
               in which he also receives a payment under the Pension Plan. If
               Executive predeceases his spouse after he reaches the age of 55,
               Executive's spouse shall receive a monthly payment equal to 50%
               of the payment that Executive is receiving, or $2,989.34. This
               payment to Executive's spouse shall be made until the month of
               the death of Executive's spouse. If Executive predeceases his
               spouse before he reaches the age of 55, the monthly payment to
               Executive's spouse at the 50% level shall begin with the first
               month following the month in which Executive would have reached
               the age of 55 and continue monthly until the month of her death.
               If Executive's spouse predeceases him, Executive's monthly
               payment does not "pop up," above the $5,978.68 per month level.
               Each monthly payment called for by this subparagraph shall be
               reduced for state, federal, FICA and other applicable withholding
               taxes and authorized deductions at the time of payment.

          (2)  To resolve the amount of severance benefits due Executive
               pursuant to Paragraph 6 of the aforementioned Employment
               Agreement, the parties agree that Executive shall receive a total
               of $699,984.00. The severance benefits payable pursuant to this
               subparagraph shall be paid in three installments as follows:
               $174,996.00 on or about July 1, 2004, $349,992.00 on or about
               January 5, 2005 (but not before January 1, 2005), and $174,996.00
               on or about January 5, 2006 (but not before January 1, 2006).
               Each payment shall be reduced for state, federal, FICA and other
               applicable withholding taxes and authorized deductions at the
               time of payment. If Executive dies before receiving the three
               installment payments, the payment(s) remaining shall be made to
               his surviving spouse according to the schedule set forth above.



                                       5
<PAGE>



3.    RETURN OF COMPANY PROPERTY

By signing this Agreement, Executive represents and warrants that he has
returned to the Company all of its property and all the property of any of the
CMS Companies which Executive had in his possession, provided however that
Executive can keep the personal computer assigned for his use once it is cleaned
by the Company of all documents belonging to any of the CMS Companies and
contains only a basic operating system and Executive's personal attorney files
on the hard drive. Prior to cleaning, the Company will retain copies of
documents which need to be retained pursuant to Company document retention
policies. Specifically, Executive expressly agrees to return, within 10 days
after signing this Agreement, all originals and copies of documents which he may
have in his possession in connection with the business and affairs of any CMS
Company. Notwithstanding the foregoing, property or documents of CMS Companies,
if any, in Executive's possession due to arrangements made in connection with
ongoing or pending litigation or investigations are not covered by this
paragraph. Executive shall provide a written certification of compliance with
this section of the Agreement on or about the 30th day after signing this
Agreement.


4.    PROPRIETARY MATERIALS AND INFORMATION

     (A)  Executive acknowledges that by reason of his position with the CMS
          Companies he has been given access to "Proprietary Materials and
          Information" respecting the Company's business affairs and the
          business affairs of the CMS Companies. Executive represents that he
          has held all such information confidential and will continue to do so,
          and that Executive will not use such information for any business
          (which term herein includes a partnership, firm, corporation or any
          other entity) without the prior written consent of the Company.
          Because of the temporal nature of such materials and information, the
          requirements of this paragraph shall expire on May 27, 2005.

     (B)  For purposes of this Agreement, "Proprietary Materials and
          Information" includes, by way of example and not limitation, notes,
          letters, internal company memoranda, records, reports, recordings,
          records of conversations and other information concerning the
          Company's business affairs and the business affairs of the CMS
          Companies which Executive obtained by virtue of the Executive's
          position and which was not disseminated to the public during the term
          of the Executive's employment. It also includes the contents of
          Executive's personal computer and the non-original copies of documents
          contained in Executive's office files.

     (C)  Executive further agrees not to testify or act in any capacity as a
          paid or unpaid expert witness, advisor or consultant on behalf of any
          person, individual, partnership, firm, corporation or any other person
          or entity that has or may have any claim, demand, action, suit, cause
          of action, or judgment against the Company or any of the CMS
          Companies. The intent of this paragraph is to preclude Executive from
          voluntarily

                                       6
<PAGE>



          participating in commercial litigation against any of the CMS
          companies. Notwithstanding the foregoing, this paragraph does not
          prevent Executive from offering sworn testimony after being served a
          valid subpoena.


5.    GENERAL RELEASE AND DISCHARGE BY EXECUTIVE

In consideration of the payments and commitments made by the Company to the
Executive (described in Section 2 above), the Executive on his own behalf, and
his descendants, ancestors, dependents, heirs, executors, administrators,
assigns, and successors, and each of them, hereby covenants not to sue and fully
releases and discharges the Company, CMS Energy Corporation, and all of their
subsidiaries and affiliates, past and present, and each of them as well as its
and their trustees, directors, officers, agents, attorneys, insurers, employees,
stockholders, representatives, assigns, and successors, past and present, and
each of them, hereinafter together and collectively referred to as "Releasees,"
with respect to and from any and all claims, wages, demands, rights, liens,
agreements, contracts, covenants, actions, suits, causes of action, obligations,
debts, costs, expenses, attorneys' fees, damages, judgments, orders and
liabilities of whatever kind or nature in law, equity or otherwise, whether now
known or unknown, suspected or unsuspected, and whether or not concealed or
hidden, which the Executive now owns or holds or has at any time heretofore
owned or held as against said Releasees, arising out of or in any way connected
with the Executive's employment relationship with the Company or the Releasees,
or the Executive's termination of employment or any other transactions,
occurrences, acts or omissions or any loss, damage or injury whatever, known or
unknown, suspected or unsuspected, resulting from any act or omission by or on
the part of said Releasees, or any of them, committed or omitted prior to the
date of this Agreement, including but not limited to, claims based on any
express or implied contract of employment which may have been alleged to exist
between the Company, the Releasees and the Executive, Title VII of the Civil
Rights Act of 1964, 42 U.S.C. Section 2000e, et seq, as amended, the Civil
Rights Act of 1991, P. L. 102-1 66, the Elliott-Larsen Civil Rights Act, MCLA
Section 37.2101, et seq, the Rehabilitation Act of 1973, 29 U.S.C. Section 701,
et seq, as amended, the Americans with Disabilities Act of 1990, 42 U.S.C.
Section 12206, et seq, as amended, (or the Persons with Disabilities Civil
Rights Act, MCLA Section 37.1101, et seq, as amended, or any other federal,
state or local law, rule, regulation or ordinance, and claims for severance pay,
sick leave, vacation pay and holiday pay, except as provided in the sentences
that follow. Nothing in this Agreement is intended to, nor do the Executive, the
Company and CMS Energy Corporation, waive the right to enforce this Agreement
pursuant to Section 14 below. Further, this release does not relate to claims
Executive may have accrued through March 17, 2004 under benefit programs
available to all employees under the general benefit plan descriptions, under
descriptions contained in particular plans or contracts applicable to members of
Executive's paygrade and under the Pension Plan and SERP, provided, however,
that determinations made with respect to the particular plans described in
Section 2 of this Agreement are final and shall not be changed. Finally, this
release does not relate to Executive's rights and claims for indemnification.



                                       7
<PAGE>



6.    RELEASE OF AGE DISCRIMINATION CLAIMS BY EXECUTIVE

In consideration for the consideration described in Section 2 above, the Company
and the Executive further agree that this Agreement releases and discharges the
Company and the Releasees from each, every and all liability to the Executive
for any damage to person or property whatsoever, whether now known or unknown,
apparent or not yet discovered, foreseen or unforeseen, developed or
undeveloped, resulting or to result from claims of age discrimination occurring
prior to the date of this Agreement under the Age Discrimination in Employment
Act of 1967 ("ADEA"), 29 U.S.C. Section 621, et seq, as amended by the Older
Workers Benefit Protection Act of 1990. The Executive specifically acknowledges
for purposes of this provision that: (1) the Executive has been advised by the
Company to consult with an attorney prior to signing this release under the Age
Discrimination in Employment Act, as amended; (2) the Executive has been given
21 days to consider the release; and (3) the Executive may revoke this Agreement
within 7 days of signing this Agreement. In the event of such a revocation, the
Executive will repay to the Company all funds already received pursuant to
Section 2 hereof and waive his rights to receive any additional funds under this
Agreement. Such a revocation, to be effective, must be in writing and either (i)
postmarked within 7 days of execution of this Agreement and addressed to the
attention of John F. Drake, CMS Energy Corporation, at One Energy Plaza,
Jackson, Michigan 49201, or (ii) hand delivered to John F. Drake within 7 days
of execution of this Agreement. Executive understands that if revocation is made
by mail, mailing by certified mail, return receipt requested, is recommended to
show proof of mailing. IF EXECUTIVE SIGNS THIS AGREEMENT PRIOR TO THE END OF THE
21 DAY PERIOD, EXECUTIVE CERTIFIES THAT THE EXECUTIVE KNOWINGLY AND VOLUNTARILY
DECIDED TO SIGN THE AGREEMENT AFTER CONSIDERING IT LESS THAN 21 DAYS AND HIS
DECISION TO DO SO WAS NOT INDUCED BY ANY OF THE CMS COMPANIES THROUGH FRAUD,
MISREPRESENTATION OR A THREAT TO WITHDRAW OR ALTER THE OFFER OF THE SEVERANCE
BENEFITS PAYABLE UNDER THIS AGREEMENT PRIOR TO THE EXPIRATION OF THE 21 DAY TIME
PERIOD. The release provided for in this Section 6 shall not be effective or
enforceable until after the revocation period has passed.


7.    NO ADMISSION OF LIABILITY

The consideration advanced herein by the Company and all other CMS Companies is
in full settlement of all claims by the Executive with respect to his employment
relationship and does not constitute an admission of liability by the Company,
CMS Energy Corporation, and all of their subsidiaries and affiliates. The
consideration has been advanced as a compromise to avoid expense and any
potential controversy with Executive. The covenants undertaken by the Executive
do not constitute an admission of liability to any CMS Company by the Executive.



                                       8
<PAGE>



8.    CONFIDENTIALITY

     (A)  Executive agrees that the terms and conditions of this Agreement shall
          remain confidential as between the parties and that the Executive
          shall not disclose them to any other person except Executive's legal
          counsel, financial and/or tax advisors, future employer(s), and
          members of his immediate family. Executive shall also be allowed to
          disclose the terms and conditions to other persons after he has
          requested and received the express consent of the Company for such
          disclosure.

     (B)  Without limiting the generality of the foregoing, neither the Company,
          CMS Energy Corporation nor the Executive will respond to or in any way
          participate in or contribute to any public discussion, notice or other
          publicity concerning or in any way relating to the terms and
          conditions of this Agreement or the circumstances surrounding
          Executive's termination of employment. Notwithstanding the foregoing
          sentence, the Company and all of the CMS Companies and the Executive
          shall be allowed to make such filings regarding the terms and
          conditions of this Agreement with the appropriate regulatory bodies,
          as may be required or advisable in the their sole discretion,
          including the submission of this Agreement as an exhibit to such
          filings.

     (C)  Without limiting the generality of the foregoing, the Executive
          specifically agrees that he and the persons to whom he is allowed to
          make disclosure pursuant to paragraph (A) above shall not disclose
          detailed information regarding the contents of this Agreement to any
          current or former employee of any CMS Company. Executive and the CMS
          Companies may acknowledge, however, than an agreement has been reached
          by the parties.


9.    GOVERNING LAW AND SEVERABILITY OF INVALID PROVISIONS

This Agreement will be governed by and construed in accordance with the laws of
the State of Michigan, without regard to its conflicts of law principles.
Further, if any provision of this Agreement is held invalid, the invalidity
shall not affect other provisions or applications of the Agreement, which can be
given effect without the invalid provisions or applications, and to this end the
provisions of this Agreement are declared to be severable.


10.   FULL UNDERSTANDING AND VOLUNTARY ACCEPTANCE

In entering this Agreement, the Company, CMS Energy Corporation and the
Executive represent that they have had the opportunity to consult with attorneys
of their own choice, that the Company, CMS Energy Corporation and the Executive
have read the terms of this Agreement and that those terms are fully understood
and voluntarily accepted by them. The parties further


                                       9
<PAGE>



represent that this Agreement contains the entire Agreement between the parties
and that neither party has made any promise, inducement or agreement not herein
expressed.


11.   COOPERATION WITH COMPANY ON INVESTIGATIONS AND LAWSUITS

When requested, Executive agrees to fully and unconditionally cooperate with the
Company, CMS Energy Corporation and all other CMS Companies, by making himself
available at reasonable times and for reasonable periods of time, in any pending
or future civil or criminal investigations, claims or lawsuits by any
governmental, regulatory or legislative body or by any other person, where it is
determined by the Company that Executive has information that may be useful in
the matter at issue. Any reasonable out-of-pocket expenses incurred in complying
with this Section shall be reimbursed to Executive. Further, Executive shall be
reimbursed for all reasonable business expenses of the kind that are customarily
reimbursed by the Company to its Executives, when incurred by him in connection
with the cooperation to be provided under this section of this Agreement.
Nothing in this section and in this Agreement provides to the Company the right
to direct or determine the defense(s) which the Executive might assert in
response to any complaint or charges brought against the Executive as an
individual.


12.   DISCLOSURE TO STATE OR FEDERAL AGENCIES OR COURTS

Nothing in this Agreement is to be construed as prohibiting either the Executive
or any of the CMS Companies from freely providing any truthful information to a
state or federal agency or court when requested or required to do so by such
agency or court or when otherwise permitted by law to provide such information
to them.


13.   LITIGATION

In the event of litigation or other proceeding ("Litigation") by Executive
against the Company or any of the Releasees about matters that have been
released under this Agreement, Executive agrees to repay to the Company and CMS
Energy Corporation the consideration advanced under Section 2 above, prior to
the commencement of Litigation and to pay to the Company and the Releasees all
costs and expenses of defending against the Litigation incurred by the Company
and Releasees, and those associated with them, including reasonable attorneys
fees. Notwithstanding the foregoing, this section is not intended to preclude
the offset of the portion of the consideration received under Section 2 related
to the release of an ADEA claim, in lieu of the repayment of said ADEA
consideration by Executive, if Executive commences litigation pursuant to ADEA.
Moreover, a dispute and arbitration covered by Section 14 of this Agreement,
including the enforcement by Executive of any arbitration award is not
litigation within the scope of this Section 13.


                                       10
<PAGE>



14.   ARBITRATION

The parties agree that any disputes between them relating to the formation,
breach, interpretation and application of this Agreement and not settled by the
parties shall be submitted to final and binding arbitration.

     (A)  Arbitration proceedings shall be conducted in Jackson, Michigan on at
          least ten (10) business days' written notice to the parties. Such
          proceedings shall be conducted in accordance with the Commercial
          Arbitration Rules of the American Arbitration Association (except as
          may be specified otherwise herein).

     (B)  There shall be only one arbitrator, having knowledge and experience
          with employment law. If the parties cannot agree upon the arbitrator,
          each party shall select a representative qualified to be the
          arbitrator, and the two representatives shall select the arbitrator.
          If either party fails to select a representative, the other party may
          seek to have the Federal District Judge having the highest authority
          in the Federal District in which Jackson, Michigan is situated to
          appoint a person meeting the qualification requirements specified
          herein to serve as the arbitrator. If the judge with the highest
          seniority does not immediately appoint someone, the party may make
          such request of the next senior judge(s) (in descending order of
          authority) until a qualified arbitrator is appointed.

     (C)  Each party shall be entitled to reasonable discovery through requests
          for admission, requests for production of documents and by depositions
          of not more than 10 individuals, and by no other means; and discovery
          procedures shall be utilized only for the discovery of relevant
          admissible evidence or information reasonably calculated to lead to
          the discovery of relevant admissible evidence, and shall not place an
          undue burden on the party from whom discovery is sought.

     (D)  All discovery shall be completed, and the arbitration hearing shall
          commence within 90 days after appointment of the arbitrator; and
          absent a finding by the arbitrator of exceptional circumstances, the
          hearing shall be completed and an award setting forth the findings and
          reasoning for the arbitrator's decision, shall be rendered within 60
          days after the conclusion of the hearing.

     (E)  The arbitrator shall not have authority to fashion a remedy that
          includes consequential, exemplary or punitive damages of any type
          whatsoever, and the arbitrator is hereby prohibited from awarding
          injunctive relief of any kind, whether mandatory or prohibitory.

     (F)  The award shall be final and binding on all parties and shall not be
          subject to court review. However, it may be enforced in any court of
          competent jurisdiction.

                                       11
<PAGE>



     (G)  The costs of the arbitration proceeding, which shall include the
          arbitrator's bill for services in connection with the arbitration
          proceeding, will be apportioned equally between the parties and each
          party shall pay its own attorney fees, experts' fees and any other
          expenses incurred in connection with the preparation for or conduct of
          the proceeding.


15.   CANCELLATION OF PRIOR AGREEMENTS

This Agreement sets forth the entire agreement of the parties hereto with
respect to the subject matters contained herein and supersedes, cancels, voids
and renders of no further force and effect any and all employment agreements,
change of control agreements and other similar agreements, representations,
promises, covenants, communications and arrangements, whether oral or written,
between the Company and the Executive, CMS Energy Corporation and the Executive,
and any one of the CMS Companies and the Executive that may have been executed
or made prior to the date of this Agreement and which also may address the
subject matters contained herein, including but not by way of limitation, the
Employment Agreement, dated December 10, 1999, between the Executive and CMS
Energy Corporation including Paragraph 8 thereof. However, see Subsection 17(A)
of this Agreement with respect to said Paragraph 8.


16.   MODIFICATION

This Agreement shall not be varied, altered, modified, canceled, changed, or in
any way amended except by mutual agreement of the parties in a written
instrument executed by the parties hereto or their legal representatives.


17.   INDEMNIFICATION AND INSURANCE

     (A)  Paragraph 8 of the Employment Agreement, dated December 10, 1999,
          between the Executive and CMS Energy Corporation reads as follows:

          "8. Indemnification. The Company [CMS Energy Corporation]
          shall cause the Executive to be insured under its Directors
          and Officers Liability Insurance policy, if any, during his
          Employment Period and for a period of not less than five
          years after the termination of the Executive's employment
          for any reason whatsoever. In addition to insurance and
          any other indemnification available to the Executive as an
          Officer, the Company [CMS Energy Corporation] shall indemnify,
          to the extent permitted by applicable law, the Executive for
          settlements, judgments and reasonable expenses in connection
          with activities arising from services rendered by Executive
          as a Director or Officer of the Company [CMS Energy Corporation]
          or any affiliated


                                       12
<PAGE>



          company and shall, to the extent permitted by law, advance to
          the Executive all reasonable costs and expenses in defense of
          any claim or cause of action arising out of or pertaining to
          the Executive's employment with CMS [CMS Energy Corporation]
          or the Company [CMS Energy Corporation]."

          Executive and CMS Energy Corporation restate Paragraph 8 as part of
          this Agreement with the understanding that (i) the restated paragraph
          represents an agreement between Executive and CMS Energy Corporation
          only and does not bind Consumers Energy Company and any other CMS
          Company to do anything; (ii) Executive is acknowledging when he signs
          this Agreement that he has been placed on notice of the difficulty CMS
          Energy Corporation may have in arranging coverage during the
          referenced five year period in future commercial insurance markets;
          and (iii) CMS Energy Corporation will be required to use its best
          efforts to arrange such coverage.

     (B)  With respect to Consumers Energy Company and the CMS Companies other
          than CMS Energy Corporation, nothing in this Agreement shall be
          construed to alter, modify or limit Executive's rights (i) pursuant to
          applicable statutes, articles of incorporation, by-laws, common law
          and resolutions of the Boards of Consumers Energy Company or any of
          the CMS Companies to seek or obtain indemnification from said company
          respecting defense costs, judgments and other liabilities and (ii) to
          assert a claim for reimbursement under any potentially applicable
          directors and officers liability insurance policy which covers his
          service with said companies. Further, if Executive suffers actual
          monetary damage as a result of a lack of directors and officers
          liability insurance coverage with respect to his service with said
          companies, that will be a proper subject for arbitration under Section
          14 of this Agreement, provided Executive has also been unsuccessful in
          asserting his rights and having his actual monetary damage reimbursed
          pursuant to clause (i) of this Subsection and provided further that
          Section 14 of this Agreement shall not be used, unless mutually agreed
          to at the time by the parties in writing, as a vehicle for resolving
          in connection with litigation and investigations pending at the time
          his employment was terminated on March 17, 2004 (x) Executive's claims
          for final discharge of any obligation to repay to CMS Energy
          Corporation moneys being advanced to him and (y) Executive's claims
          for indemnification by CMS Energy Corporation. Executive will not be
          allowed pursuant to Section 14 to recover more than the actual
          monetary damage he suffers after receipt of reimbursement from other
          sources.



                                       13
<PAGE>



18.   COUNTERPARTS

This Agreement may be executed in one (1) or more counterparts, each of which
shall be deemed to be an original, but all of which together will constitute one
and the same Agreement. Signatures transmitted via facsimile shall be regarded
by the parties as original signatures.


Signed as of this 27th day of May, 2004.


                                    /s/ Preston D. Hopper
                                   ----------------------------------------
                                   Executive:        Preston D. Hopper

                                   CONSUMERS ENERGY COMPANY


                                   By: /s/ John F. Drake
                                      -------------------------------------


                                   CMS ENERGY CORPORATION


                                   By: /s/ S. Kinnie Smith, Jr.
                                       ------------------------------------





                                       14

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.(B)
<SEQUENCE>3
<FILENAME>k87244exv10wxby.txt
<DESCRIPTION>CHANGE IN CONTROL AGREEMENTS AND EMPLOYMENT CONTRACTS
<TEXT>
<PAGE>
                                                                   EXHIBIT 10(b)




         CMS ENERGY CORPORATION POLICY ON CHANGE IN CONTROL AGREEMENTS
                            AND EMPLOYMENT CONTRACTS

As of November 2003, pursuant to past practice, CMS Energy Corporation has in
place various forms of change in control agreements and/or employment contracts
with 29 current officers of CMS Energy Corporation ("CMS") and its subsidiaries.
In the case of recent hires or promotions, these are unwritten commitments
resulting from past practice. This entire situation has been subject to review
and recommendations by the Organization and Compensation Committee of the Board
of Directors (Committee). Effective January 29, 2004, the policy with respect to
these matters will be as follows:

A.       Tier I - - Existing Senior Officers

The 15 existing senior officers shall be offered for execution the form of the
Executive Severance Agreement for Senior Officers (the "Tier I Agreement") that
was recommended by the Committee and approved by the Board on January 29, 2004.
The Tier I Agreement provides for change-in-control severance benefits when
there is a change in control of CMS and general severance benefits outside of
such a change in control. To encourage senior officers with existing agreements
that are in writing to exchange their existing agreements for the Tier I
Agreement, the initial term of the Tier I Agreement is set at three years and an
alternative paragraph would be added to provide the officer with the right to
extend the term.

B.       Tier II - - Existing Junior Officers

The 14 existing junior officers shall be offered for execution the form of
Officer Severance Agreement (the "Tier II Agreement") that was recommended by
the Committee and approved by the Board on January 29, 2004. The Tier II
Agreement provides for change-in-control severance benefits when there is a
change in control of CMS and general severance benefits outside of such a change
in control, but at reduced levels as compared to senior officers. Like the Tier
I Agreement, the Tier II Agreement is terminable after three years. As is the
case with senior officers, the same alternative paragraph on the term is
available for the Tier II Agreement for junior officers with existing agreements
that are in writing.

C.       Tier III - - New Officers

In the future, a more limited number of new officers, namely those occupying the
positions of chief executive officer, chief operating officer, chief financial
officer and president of CMS Energy Corporation and president of Consumers
Energy Company or alternatively, the president of the electric SBU and the
president of the gas SBU of Consumers Energy Company, (whether hired from
outside or promoted from within) shall be eligible for, and be offered for
execution, the form of Change-in-Control Agreement (the "Tier III Agreement")
that was recommended by the Committee and approved by the Board on January 29,
2004 and which provides change-in-control severance benefits when there is a
change in control of CMS. The Tier III Agreement is for a two-year term with
renewal options. New officers (whether hired from outside or promoted from
within) in positions other than those identified above in this policy shall not
be offered the Tier III Agreement unless the Committee has first approved the
necessity or advisability of such an offer. In addition, the CIC excludes the
provision of any general severance benefits for situations not involving a
change in control. Those benefits, if they are provided at all and if they are
to be different to those generally available to the employee population as a
whole, would only be provided in a separate contract with the new officer that
had been approved by the Committee prior to its execution.

D.       Exclusive Policy

The Board authorizes no other policy with respect to the provision of
change-in-control severance benefits and provision of general severance benefits
to officers of CMS Energy Corporation and its subsidiaries.


<PAGE>
<TABLE>
<CAPTION>


        EXECUTIVE OFFICER             FORM OF SEVERANCE AGREEMENT
<S>                                   <C>
        Ken Whipple                   Tier III

        Glenn P. Barba                Tier II

        John F. Drake                 Tier I

        Thomas W. Elward              Tier I

        Carl L. English               Tier I
        (through 7/31/04)

        David W. Joos                 Tier I

        David G. Mengebier            Tier I

        John G. Russell               Tier I

        S. Kinnie Smith, Jr.          Tier I

        Thomas J. Webb                Tier I

</TABLE>




<PAGE>



















                          EXECUTIVE SEVERANCE AGREEMENT
                               FOR SENIOR OFFICERS











                                                                          TIER I






<PAGE>

<TABLE>


CONTENTS


- ---------------------------------------------------------------------------
<S>               <C>                                                   <C>
Article 1.        Establishment, Term, and Purpose                       1

Article 2.        Definitions                                            2

Article 3.        Severance Benefits                                     7

Article 4.        Other Terminations                                    12

Article 5.        Noncompetition and Confidentiality                    13

Article 6.        Excise Tax Equalization Payment                       15

Article 7.        Dispute Resolution and Notice                         16

Article 8.        Successors and Assignment                             16

Article 9.        Miscellaneous                                         17
</TABLE>



<PAGE>




                          EXECUTIVE SEVERANCE AGREEMENT

      THIS EXECUTIVE SEVERANCE AGREEMENT ("Agreement") is made, entered into,
and is effective as of ______ , 2004 (hereinafter referred to as the "Effective
Date"), by and between,________________ , a Michigan corporation, (hereinafter
referred to as the "Employer") and ___________________________ (hereinafter
referred to as the "Executive").

      WHEREAS, the Board of Directors of CMS Energy Corporation has approved
entering into severance agreements with certain key executives as being
necessary and advisable for the success of CMS Energy Corporation;

      WHEREAS, the Executive is currently employed at __________________, by the
Employer in a key management position as _______________________________;

      WHEREAS, the Board of Directors of CMS Energy Corporation wants to provide
the Executive with a measure of financial security in the event of certain
terminations of employment; and

      WHEREAS, both the Employer and the Executive are desirous that any
proposal involving Change in Control as defined in this Agreement will be
considered by the Executive objectively and with reference only to the business
interests of CMS Energy Corporation and its shareholders.

      NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants and agreements of the parties set forth in this Agreement and of other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, intended to be legally bound, agree as
follows:


ARTICLE 1.        ESTABLISHMENT, TERM, AND PURPOSE

      This Agreement will commence on the Effective Date and shall continue in
effect for three (3) full years through March _____, 2007. However, at the end
of such three (3) year period and, if extended, at the end of each additional
year thereafter, the term of this Agreement shall be extended automatically for
one (1) additional year, unless the Executive delivers written notice six (6)
months prior to the end of such term, or extended term, to the Committee,
stating that the Agreement will not be extended by Executive. In such case, the
Agreement will terminate at the end of the term, or extended term, then in
progress. However, in the event of a Change in Control (as defined in Section
2.7 herein) of CMS Energy Corporation, the term of this Agreement shall
automatically be extended for two (2) years from the date of the Change in
Control if the current term of the Agreement has less than two (2) full years
remaining until its expiration. If the term of this Agreement is not extended,
the Employer is not obligated to pay any severance benefits under Section 3.2
for a Change in Control that happens after the expiration of the term and is not
obligated to pay any severance benefits under Section 3.3 with respect to any
other termination that happens after the expiration of the term.


ARTICLE 2.        DEFINITIONS


<PAGE>





      Whenever used in this Agreement, the following terms shall have the
meanings set forth below and, when the meaning is intended, the initial letter
of the word is capitalized.

      2.1     "AFFILIATE" shall have the meaning set forth in Rule 12B-2
              promulgated under Section 12 of the Exchange Act.

      2.2     "BASE SALARY" means the greater of the Executive's full annual
              rate of salary, whether or not any portion thereof is paid on a
              deferred basis, at: (i) the Effective Date of Termination, or (ii)
              at the date of the Change in Control. It does not include any
              incentive compensation in any form, bonuses of any type or any
              other form of monetary or nonmonetary compensation other than
              salary.

      2.3     "BENEFICIAL OWNER" shall have the meaning ascribed to such term in
              Rule 13d-3 of the General Rules and Regulations under the Exchange
              Act.

      2.4     "BENEFICIARY" means the persons or entities designated or deemed
              designated by the Executive pursuant to Section 9.5 herein.

      2.5     "BOARD" means the Board of Directors of CMS Energy Corporation.

      2.6     "CAUSE" shall be determined solely by the Committee in the
              exercise of good faith and reasonable judgment, and shall mean the
              occurrence of any one or more of the following:

              (a)     The willful and continued failure by the Executive to
                      substantially perform his or her duties of employment
                      (other than any such failure resulting from the
                      Executive's Disability), after a written demand for
                      substantial performance is delivered to the Executive that
                      specifically identifies the manner in which the Committee
                      believes that the Executive has not substantially
                      performed his or her duties, and the Executive has failed
                      to remedy the situation within a reasonable period of time
                      specified by the Committee which shall not be less than 30
                      days; or

              (b)     The Executive's arrest for committing an act of fraud,
                      embezzlement, theft, or other act constituting a felony
                      involving moral turpitude; or

              (c)     The willful engaging by the Executive in misconduct
                      materially and demonstrably injurious to CMS Energy
                      Corporation or its Affiliates, monetarily or otherwise.

              However, for purposes of clauses (a) and (c), no act or failure to
              act on the Executive's part shall be considered "willful" unless
              done, or omitted to be done, by the Executive not in good faith
              and without reasonable belief that his or her action or omission
              was in the best interest of CMS Energy Corporation or its
              Affiliates.

      2.7     "CHANGE IN CONTROL" means a change in control of CMS Energy
              Corporation, and shall be deemed to have occurred upon the first
              to occur of any of the following events:



<PAGE>




              (a)     Any Person is or becomes the Beneficial Owner, directly or
                      indirectly, of securities of CMS Energy Corporation (not
                      including in the securities beneficially owned by such
                      Person any securities acquired directly from CMS Energy
                      Corporation or its Affiliates) representing twenty-five
                      percent (25%) or more of the combined voting power of CMS
                      Energy Corporation's then outstanding securities,
                      excluding any Person who becomes such a Beneficial Owner
                      in connection with a transaction described in clause (i)
                      of paragraph (c) below; or

              (b)     The following individuals cease for any reason to
                      constitute a majority of directors then serving:
                      individuals who, on the Effective Date, constitute the
                      Board and any new director (other than a director whose
                      initial assumption of office is in connection with an
                      actual or threatened election contest, including but not
                      limited to a consent solicitation, relating to the
                      election of directors of CMS Energy Corporation) whose
                      appointment or election by the Board or nomination for
                      election by CMS Energy Corporation's stockholders was
                      approved or recommended by a vote of at least two-thirds
                      (2/3) of the directors then still in office who either
                      were directors on the Effective Date or whose appointment,
                      election or nomination for election was previously so
                      approved or recommended; or

              (c)     The consummation of a merger or consolidation of CMS
                      Energy Corporation or any direct or indirect subsidiary of
                      CMS Energy Corporation with any other corporation or other
                      entity, other than: (i) any such merger or consolidation
                      which involves either CMS Energy Corporation or any such
                      subsidiary and would result in the voting securities of
                      CMS Energy Corporation outstanding immediately prior
                      thereto continuing to represent (either by remaining
                      outstanding or by being converted into voting securities
                      of the surviving entity or any parent thereof), in
                      combination with the ownership of any trustee or other
                      fiduciary holding securities under an employee benefit
                      plan of CMS Energy Corporation or its Affiliates, at least
                      sixty percent (60%) of the combined voting power of the
                      voting securities of CMS Energy Corporation or the
                      surviving entity or any parent thereof outstanding
                      immediately after such merger or consolidation and
                      immediately following which the individuals who comprise
                      the Board immediately prior thereto constitute at least a
                      majority of the board of directors of CMS Energy
                      Corporation, the entity surviving such merger or
                      consolidation or, if CMS Energy Corporation or the entity
                      surviving such merger is then a subsidiary, the ultimate
                      parent thereof; or (ii) a merger or consolidation effected
                      to implement a recapitalization of CMS Energy Corporation
                      (or similar transaction) in which no Person is or becomes
                      the Beneficial Owner, directly or indirectly, of
                      securities of CMS Energy Corporation (not including in the
                      securities beneficially owned by such Person any
                      securities acquired directly from CMS Energy Corporation
                      or its Affiliates) representing twenty-five percent (25%)
                      or more of the combined voting power of CMS Energy
                      Corporation's then outstanding securities; or

              (d)     Either (1) the stockholders of CMS Energy Corporation
                      approve a plan of complete liquidation or dissolution of
                      CMS Energy Corporation, or (2) there is consummated an
                      agreement for the sale, transfer or disposition by CMS
                      Energy Corporation of all or substantially all of CMS
                      Energy Corporation's assets (or any transaction having a
                      similar effect). For purposes of clause (d)(2), (i) the
                      sale, transfer or disposition

<PAGE>




                      of a majority of the shares of common stock of Consumers
                      Energy Company shall constitute a sale, transfer or
                      disposition of substantially all of the assets of CMS
                      Energy Corporation and (ii) the sale, transfer or
                      disposition of subsidiaries or affiliates of CMS Energy
                      Corporation, singly or in combinations, or their assets,
                      only qualifies as a Change in Control if it satisfies the
                      substantiality test contained in that clause and the Board
                      of CMS Energy Corporation's determination in that regard
                      is final. In addition, for purposes of clause (d)(2), the
                      sale, transfer or disposition of assets has to be in a
                      transaction or series of transactions closing within six
                      months after the closing of the first transaction in the
                      series, other than with an entity in which at least 60% of
                      the combined voting power of the voting securities is
                      owned by stockholders of CMS Energy Corporation in
                      substantially the same proportions as their ownership of
                      CMS Energy Corporation immediately prior to such
                      transaction or transactions and immediately following
                      which the individuals who comprise the Board immediately
                      prior thereto constitute at least a majority of the board
                      of directors of the entity to which such assets are sold,
                      transferred or disposed or, if such entity is a
                      subsidiary, the ultimate parent thereof.

              Notwithstanding the foregoing clauses (a), (c) and (d), a "Change
              in Control" shall not be deemed to have occurred by virtue of the
              consummation of any transaction or series of integrated
              transactions closing within six months after the closing of the
              first transaction in the series immediately following which the
              record holders of the common stock of CMS Energy Corporation
              immediately prior to such transaction or series of transactions
              continue to have substantially the same proportionate ownership in
              an entity which owns all or substantially all of the assets of CMS
              Energy Corporation immediately following such transaction or
              series of transactions.

        2.8   "CODE" means the United States Internal Revenue Code of 1986, as
              amended, and any successors thereto.

        2.9   "COMMITTEE" means the Organization and Compensation Committee of
              the Board of CMS Energy Corporation or any other committee
              appointed by the Board of CMS Energy Corporation to perform the
              functions of the Organization and Compensation Committee.

        2.10  "DISABILITY" means for all purposes of this Agreement, the
              incapacity of the Executive, due to injury, illness, disease, or
              bodily or mental infirmity, which causes the Executive not to
              engage in the performance of a substantial or material portion of
              the Executive's usual duties of employment associated with such
              Executive's position. Such Disability shall be determined based
              on competent medical advice.



<PAGE>




        2.11   "EFFECTIVE DATE" means the date of this Agreement as specified in
               the opening sentence of this Agreement.

        2.12   "EFFECTIVE DATE OF TERMINATION" means the date on which a
               Qualifying Termination occurs, as provided under Section 2.17
               hereunder, which triggers the payment of Severance Benefits
               hereunder.

        2.13   "EXCHANGE ACT" means the United States Securities Exchange Act of
               1934, as amended.

        2.14   "GOOD REASON" exists only on the date of a Change in Control or
               during the twenty-four (24) months which follow a Change in
               Control and shall mean, without the Executive's express written
               consent, the occurrence of any one or more of the following:

               (a)   The assignment to the Executive of duties materially
                     inconsistent with the Executive's position (including
                     status, offices, titles, and reporting requirements),
                     authority, or responsibilities as in effect on the
                     Effective Date, or any action by the Employer which results
                     in a diminution of the Executive's position, authority,
                     duties, or responsibilities as constituted as of the
                     Effective Date (excluding an isolated, insubstantial, and
                     inadvertent action which is remedied by the Employer
                     promptly after receipt of notice thereof given by the
                     Executive); or

               (b)   Reducing the Executive's Base Salary; or

               (c)   Reducing the Executive's targeted annual incentive
                     opportunity; or

               (d)   Failing to maintain the Executive's participation in a
                     long-term incentive plan in a manner that is consistent
                     with the Executive's position, authority, or
                     responsibilities; or

               (e)   Failing to maintain the Executive's amount of benefits
                     under, or relative level of participation in, employee
                     benefit or retirement plans, policies, practices, or
                     arrangements of a material nature available to employees of
                     CMS Energy Corporation and its Affiliates and in which the
                     Executive participates as of the Effective Date; or

               (f)   A material breach of this Agreement by the Employer which
                     is not remedied by the Employer within ten (10) business
                     days of receipt of written notice of such breach delivered
                     by the Executive to the Committee; or

               (g)   Any successor company fails or refuses to assume the
                     obligations owed to Executive under this Agreement in their
                     entirety, as required by Section 8.1 hereunder; or

               (h)   The Executive is required to be based at a location in
                     excess of thirty-five (35) miles from the location of the
                     Executive's principal job location or office immediately
                     prior to a Change in Control except for required travel on
                     the Employer's or CMS Energy Corporation's business to an
                     extent substantially consistent with the

<PAGE>




                     Executive's prior business travel obligations; or

               (i)   The Executive ceases being an executive officer of a
                     company (other than by reason of death, Disability or
                     Cause) whose common stock is publicly owned if immediately
                     prior to the Change in Control the Executive was an
                     executive officer of a company whose common stock was
                     publicly owned.

               For purposes of applying clauses (a) through (i) of this
               Agreement, the Executive's Retirement shall not constitute a
               waiver of the Executive's rights with respect to any circumstance
               constituting Good Reason, and the Executive's continued
               employment shall not constitute a waiver of the Executive's
               rights with respect to any circumstance constituting Good Reason
               or constitute Executive's consent to the circumstances
               constituting Good Reason unless Executive has provided express
               written consent to the circumstance that would otherwise
               constitute Good Reason under this Agreement. Finally, for
               purposes of implementing this Agreement, any claim by Executive
               that Good Reason exists shall be presumed to be correct unless
               the Committee determines by clear and convincing evidence that
               Good Reason does not exist, which evidence shall be presented by
               the person disputing the claim that Good Reason exists.

       2.15    "NOTICE OF TERMINATION" shall be provided for a Qualifying
               Termination and shall mean a written notice which shall indicate
               the specific termination provision in this Agreement relied upon,
               and shall set forth in reasonable detail the facts and
               circumstances claimed to provide a basis for termination of the
               Executive's employment under the provision so indicated. The
               notice shall provide a specific date on which a Qualifying
               Termination has occurred and is effective for purposes of this
               Agreement.

       2.16    "PERSON" shall have the meaning ascribed to such term in Section
               3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d)
               thereof, including a "group" as provided in Section 13(d).

       2.17    "QUALIFYING TERMINATION" MEANS:

                (a)   An involuntary termination of the Executive's employment
                      by the Employer on the date of a Change in Control or
                      during the twenty-four (24) months which follow a Change
                      in Control for reasons other than death, Disability,
                      Retirement, or Cause pursuant to a Notice of Termination
                      delivered to the Executive by the Employer; or

                (b)   A voluntary termination by the Executive for Good Reason
                      on the date of a Change in Control or during the
                      twenty-four (24) months which follow a Change in Control
                      pursuant to a Notice of Termination delivered to the
                      Employer by the Executive.



<PAGE>




                (c)   A termination (not involving death, Disability,
                      Retirement or Cause), which takes place before the date of
                      a Change in Control or after the first twenty-four (24)
                      months immediately following a Change in Control, pursuant
                      to a Notice of Termination delivered to Executive or
                      pursuant to a request that Executive submit a resignation
                      as an officer. A termination for failure of the Executive
                      to comply in material respects with CMS Energy's Code of
                      Conduct and Statement of Ethics Handbook (June 2003
                      edition) or other corporate policies, as the handbook and
                      those documents may be amended from time to time, does not
                      satisfy the definition of a Qualifying Termination under
                      this clause (c).

        2.18   "RELEASE DATE" occurs after the delivery of the Notice of
               Termination required by Section 2.15 and means the date on which
               the release contained in Exhibit A to this Agreement is first
               provided to Executive for signature.

        2.19   "RETIREMENT" shall have the meanings ascribed under the terms of
               the pension plan applicable to Executive and entitled "Pension
               Plan for Employees of Consumers Energy Company," dated September
               1, 2000, as amended, other than under Section 7 thereof, or
               under the successor or replacement of such pension plan if it is
               then no longer in effect.

        2.20   "SERP" shall mean the retirement plan applicable to Executive and
               entitled "Supplemental Executive Retirement Plan for Employees of
               CMS Energy/Consumers Energy Company," dated May 1, 1998, as
               amended, or under the successor or replacement of such retirement
               plan if it is then no longer in effect.

        2.21   "SEVERANCE BENEFITS" means the payment of Change-in-Control
               Severance Benefits or General Severance Benefits as provided in
               Article 3 herein.


ARTICLE 3.        SEVERANCE BENEFITS

      3.1   RIGHT TO SEVERANCE BENEFITS.

                (a)   CHANGE-IN-CONTROL SEVERANCE BENEFITS. The Executive
                      shall be entitled to receive from the Employer
                      Change-in-Control Severance Benefits, as described in
                      Section 3.2 herein, if a Qualifying Termination of the
                      Executive's employment satisfying the definitions
                      contained in Section 2.17(a) or (b) has occurred on the
                      date of a Change in Control of CMS Energy Corporation or
                      within twenty-four (24) months immediately following a
                      Change in Control of CMS Energy Corporation. Further,
                      Executive's Retirement under the pension plan and SERP
                      shall not constitute a waiver of the Executive's rights
                      with respect to receipt of Change-in-Control Severance
                      Benefits. Nor shall benefits received for Retirement under
                      the pension plan and SERP (or any replacement or successor
                      plans thereto) be used as an offset to the level of
                      Change-in-Control Severance Benefits owed to Executive.



<PAGE>




                (b)   GENERAL SEVERANCE BENEFITS. The Executive shall be
                      entitled to receive from the Employer General Severance
                      Benefits, as described in Section 3.3 herein, if the
                      Executive's employment is terminated for reasons
                      satisfying the definition contained in Section 2.17(c) and
                      such termination has occurred either before a Change of
                      Control of CMS Energy Corporation or during the period
                      that begins after the expiration of twenty-four (24)
                      months immediately following a Change in Control of CMS
                      Energy Corporation. Further, Executive's Retirement under
                      the pension plan and SERP shall not constitute a waiver of
                      the Executive's rights with respect to receipt of General
                      Severance Benefits. Nor shall benefits received for
                      Retirement under the pension plan and SERP (or any
                      replacement or successor plans thereto) be used as an
                      offset to the level of General Severance Benefits owed to
                      Executive.

                (c)   NO SEVERANCE BENEFITS. Other than in a situation
                      involving a Retirement, the Executive shall not be
                      entitled to receive Severance Benefits if the Executive's
                      employment with the Employer ends for reasons other than a
                      Qualifying Termination.

                (d)   GENERAL RELEASE. As a condition precedent to receiving
                      Severance Benefits under Section 3.3 herein, the Executive
                      shall be obligated to execute and deliver to the Employer
                      on a timely basis duplicate originals of a general release
                      of claims in the form included as Exhibit A hereto.

                (e)   WAIVER AND RELEASE. The Executive's act of accepting
                      payment of Severance Benefits payable under Section 3.2 of
                      this Agreement shall constitute and is deemed an express
                      waiver, release and discharge by Executive of any and all
                      claims for damages or other remedies, regardless of when
                      they arose or when they are discovered, against CMS Energy
                      Corporation and its Affiliates arising out of or in any
                      way connected with Executive's employment relationship
                      with them or the termination of such employment
                      relationship except for claims and rights of Executive
                      preserved under Section 3.2 of this Agreement and
                      applicable rights to indemnification.

                (f)   NO DUPLICATION OF SEVERANCE BENEFITS. If the Executive
                      becomes entitled to Change-in-Control Severance Benefits,
                      the benefits provided for under Section 3.2 hereunder
                      shall be in lieu of all other benefits provided to the
                      Executive under the provisions of this Agreement
                      including, but not limited to, the benefits under Section
                      3.3. Likewise, if the Executive becomes entitled to
                      General Severance Benefits, the benefits provided under
                      Section 3.3 hereunder shall be in lieu of all other
                      benefits provided to the Executive under the provisions of
                      this Agreement including, but not limited to, the benefits
                      under Section 3.2. If the Executive receives either
                      Change-in-Control Severance Benefits under Section 3.2 or
                      General Severance Benefits under Section 3.3, any other
                      severance benefits received by employees not covered by
                      this Agreement to which the Executive is entitled will be
                      subtracted from the Severance Benefits paid pursuant to
                      this Agreement.



<PAGE>




       3.2     DESCRIPTION OF CHANGE-IN-CONTROL SEVERANCE BENEFITS. In the event
               the Executive becomes entitled to receive Change-in-Control
               Severance Benefits, as provided in Section 3.1(a) herein, the
               Employer shall provide the Executive with the following:

               (a)   A lump-sum amount paid within fifteen (15) calendar days
                     following delivery to the Employer or delivery to the
                     Executive, as applicable, of a Notice of Termination,
                     equal to the sum of the Executive's unpaid Base Salary,
                     accrued vacation pay, unreimbursed business expenses, and
                     unreimbursed allowances owed to the Executive through and
                     including the Effective Date of Termination.

               (b)   A lump-sum amount, paid within fifteen (15) calendar days
                     following delivery to the Employer or delivery to the
                     Executive, as applicable, of a Notice of Termination, equal
                     to two (2) times the sum of the following: (A) the
                     Executive's Base Salary and (B) the greater of the
                     Executive's: (i) annual target bonus opportunity in the
                     year in which the Qualifying Termination occurs or (ii) the
                     actual annual bonus payment paid or due to be paid the
                     Executive in respect of the year prior to the year in which
                     the Qualifying Termination occurs.

               (c)   A lump-sum amount, paid within fifteen (15) calendar days
                     following delivery to the Employer or delivery to the
                     Executive, as applicable, of a Notice of Termination, equal
                     to the Executive's then current target bonus opportunity
                     established under the bonus plan in which the Executive is
                     then participating, for the plan year in which the
                     Qualifying Termination occurs, adjusted on a pro rata basis
                     for the number of days that have elapsed to the Effective
                     Date of Termination during the bonus plan year in which the
                     Qualifying Termination occurs.

               (d)   A lump-sum amount, paid within fifteen (15) calendar
                     days following delivery to the Employer or delivery to the
                     Executive, as applicable, of a Notice of Termination,
                     equal to one (1) times the sum of the following: (A) the
                     Executive's Base Salary and (B) the greater of the
                     Executive's: (i) annual target bonus opportunity in the
                     year in which the Qualifying Termination occurs or (ii)
                     the actual annual bonus payment paid or due to be paid the
                     Executive in respect of the year prior to the year in
                     which the Qualifying Termination occurs. Such amount shall
                     be consideration for the Executive entering into the
                     noncompete agreement as described in Section 5(a).

               (e)   Equivalent payment to Executive in a lump sum amount
                     within forty-five (45) calendar days following delivery of
                     the Notice of Termination for continued medical coverage
                     for a period of thirty-six (36) months. Such equivalent
                     payment shall be computed based on the same coverage level
                     as in effect for Executive under the general health care
                     plan available to all employees on the Effective Date of
                     Termination by providing a lump sum payment of the
                     Employer's portion of the monthly COBRA premium in effect
                     on the Effective Date of Termination times thirty-six
                     (36). Nothing herein amends or provides Executive any
                     rights to health care coverage other than as provided in
                     the applicable group health care plan. If the Executive
                     has waived coverage under the applicable group health care
                     plan, no equivalent payment shall be made under this
                     Agreement.



<PAGE>




               (f)   Immediate extension (as allowable by Section 6.10 of
                     Article VI of the plan entitled "CMS Energy Corporation
                     Performance Incentive Stock Plan," dated December 3, 1999,
                     as amended) by one year after the Effective Date of
                     Termination of the period for Executive to exercise any
                     outstanding stock options or stock appreciation rights
                     granted by the Committee to Executive pursuant to said
                     Article VI. Otherwise, the terms of said plan shall govern
                     and be applied.

               (g)   Immediate vesting and distribution to Executive (as
                     allowable by the second sentence of Section 7.2(h) of
                     Article VII of the plan entitled "CMS Energy Corporation
                     Performance Incentive Stock Plan," dated December 3, 1999,
                     as amended) within forty-five (45) days after delivery of
                     the Notice of Termination of all outstanding shares of
                     restricted stock previously awarded to Executive pursuant
                     to said Article VII. For any award of restricted stock to
                     which there are future performance goals attached, the
                     number of shares distributed to Executive shall assume that
                     the goals have been achieved in full and the award fully
                     earned based on target performance without deductions or
                     additions to the number of shares then held by Executive.
                     For any award of restricted stock that is tenure based, the
                     number of shares distributed to Executive shall assume that
                     all requirements with respect to tenure are satisfied by
                     Executive. Otherwise, the terms of said plan shall govern
                     and be applied.

               (h)   For an Executive included in SERP, the Executive's
                     retirement benefits under the SERP will become fully vested
                     as of the Effective Date of Termination and shall not be
                     subject to further vesting requirements or to any
                     forfeiture provisions. In addition, said Executive shall be
                     provided the following: (i) an additional thirty-six (36)
                     months of Preference Service (as defined in SERP) for
                     purposes of the SERP in accordance with Section III(1) of
                     SERP, subject, however, to the total of Preference Service
                     plus Accredited Service being limited to a maximum of
                     thirty-five (35) years under SERP, and (ii) only the
                     amounts paid to Executive pursuant to clauses (a), (b), (c)
                     and (d) of this Section 3.2 shall be considered a
                     "severance payment under an employment agreement" for
                     purposes of computing Final Executive Pay under SERP. Since
                     the Executive is over the age of 55, the provisions of the
                     last complete paragraph of Section V(3) of SERP shall not
                     be operative. The enhanced SERP benefits under this Section
                     3.2(h) shall be in lieu of any Change-in-Control
                     enhancements provided for in the SERP.

               (i)   For purposes of (1) Retirement, (2) SERP and (3) benefits
                     not expressly discussed in clauses (a) through (h) of this
                     Section 3.2, but which are available to the general
                     employee population or available only to officers and
                     implemented with contracts with third parties, the benefit
                     plan descriptions covering all employees and the retirement
                     plan and SERP plan descriptions and contracts with third
                     parties covering officers in place at the time of the
                     Effective Date of Termination control Executive's treatment
                     under those plans and contracts. For any other benefits
                     only available to officers, if those benefits are not
                     expressly discussed in clauses (a) through (h) of this
                     Section 3.2, those benefits are terminated for Executive as
                     of the Effective Date of Termination.


<PAGE>





      3.3      DESCRIPTION OF GENERAL SEVERANCE BENEFITS. In the event the
               Executive becomes entitled to receive General Severance Benefits
               as provided in Section 3.1(b) herein, the Employer shall provide
               the Executive with the following:

               (a)   A lump-sum amount paid within fifteen (15) calendar days
                     following delivery to the Executive of a Notice of
                     Termination with respect to a Qualifying Termination as
                     described in Section 2.17 (c) of this Agreement, equal to
                     the sum of the Executive's unpaid Base Salary, accrued
                     vacation pay, unreimbursed business expenses, and
                     unreimbursed allowances owed to the Executive through and
                     including the Effective Date of Termination.

               (b)   An amount, paid following the Release Date on an
                     installment basis over a period of twelve (12) months on a
                     twice a month schedule in accordance with the normal
                     payroll procedures of the Employer, equal to two (2) times
                     the sum of: (A) the Executive's Base Salary and (B) the
                     greater of the Executive's: (i) annual target bonus
                     opportunity in the year in which the Qualifying Termination
                     occurs or (ii) the actual annual bonus payment paid or due
                     to be paid the Executive in respect of the year prior to
                     the year in which the Qualifying Termination occurs. The
                     first of the twenty-four (24) installment payments called
                     for by this section shall be made within forty-five (45)
                     days following the Release Date.

               (c)   A lump-sum amount, paid within forty-five (45) calendar
                     days following the Release Date, equal to the Executive's
                     then current target bonus opportunity established under the
                     bonus plan in which the Executive is then participating,
                     for the plan year in which the Qualifying Termination
                     occurs, adjusted on a pro rata basis for the number of days
                     that have elapsed to the Effective Date of Termination
                     during the bonus plan year in which the Qualifying
                     Termination occurs.

               (d)   Equivalent payment to Executive in a lump-sum amount within
                     forty-five (45) days following the Release Date for
                     continued medical coverage for a period of twenty-four (24)
                     months. Such equivalent payment shall be computed based on
                     the same coverage level as in effect for Executive under
                     the general health care plan available to all employees on
                     the Effective Date of Termination by providing a lump-sum
                     payment of the Employer's portion of the monthly COBRA
                     premium in effect on the Effective Date of Termination
                     times twenty-four (24). Nothing herein amends or provides
                     Executive any rights to health care coverage other than as
                     provided in the applicable group health care plan. If the
                     Executive has waived coverage under the applicable group
                     health care plan, no equivalent payment shall be made under
                     this Agreement.

               (e)   Outstanding stock options and stock appreciation rights
                     previously granted by the Committee to Executive pursuant
                     to Article VI of the plan entitled "CMS Energy Corporation
                     Performance Incentive Stock Plan," dated December 3, 1999,
                     as amended, shall be treated as a "termination of
                     employment" in accordance with Section 6.10 of Article VI,
                     provided however that Employee will not be eligible to

<PAGE>




                     seek or receive from the Committee any extensions of the
                     period for their exercise. For outstanding shares of
                     restricted stock held by Executive, they shall be forfeited
                     to CMS Energy Corporation in accordance with the provisions
                     of the first sentence of Section 7.2(h) of Article VII of
                     said plan.) For purposes of (1) Retirement, (2) SERP and
                     (3) benefits not expressly discussed in clauses (a) through
                     (d) of this Section 3.3, but which are available to the
                     general employee population or available only to officers
                     and implemented with contracts with third parties, the
                     benefit plan descriptions covering all employees and the
                     retirement plan and SERP plan descriptions and contracts
                     with third parties covering officers in place at the time
                     of the Effective Date of Termination control Executive's
                     treatment under those plans and contracts. For any other
                     benefits only available to officers, if those benefits are
                     not expressly discussed in clauses (a) through (d) of this
                     Section 3.3, those benefits are terminated for Executive as
                     of the Effective Date of Termination.


ARTICLE 4.        OTHER TERMINATIONS

      4.1      TERMINATION FOR DISABILITY. If the Executive's employment is
               terminated with the Employer due to Disability, the Executive's
               benefits shall be determined in accordance with the Employer's
               retirement, insurance, and other applicable plans and programs
               then in effect.

      4.2      TERMINATION FOR RETIREMENT OR DEATH. If the Executive's
               employment with the Employer is terminated by reason of his
               Retirement or death, the Executive's benefits shall be determined
               in accordance with the Employer's retirement and SERP plans,
               survivor's benefits, insurance, and other applicable programs
               then in effect.

      4.3      TERMINATION FOR CAUSE OR BY EMPLOYER OR THE EXECUTIVE FOR OTHER
               THAN GOOD REASON. If the Executive's employment is terminated
               either: (a) by the Employer for Cause as defined in Section 2.6
               of this Agreement; or (b) voluntarily by the Executive for
               reasons other than those specified in Section 2.14 herein, or (c)
               by the Employer for the reasons stated in the last sentence of
               Section 2.17(c) of this Agreement, the Employer shall pay the
               Executive the sum of any unpaid Base Salary, accrued vacation,
               unreimbursed business expenses and unreimbursed allowances owed
               to the Executive through the effective date of termination. The
               terms of the benefit plan descriptions, compensation plan
               descriptions and contracts with third parties covering officers
               shall control the disposition to Executive and timing of all
               other amounts to which the Executive may be entitled, and neither
               the Employer nor CMS Energy Corporation nor any of its Affiliates
               shall have any further obligations to the Executive thereunder as
               a result of the existence of this Agreement. No other severance
               benefits of any type shall be made available to Executive.
               Notwithstanding the above, if the Executive's employment
               terminates pursuant to this Section 4.3, the Executive shall be
               bound by the provisions contained in Article 5(a), 5(b), 5(c),
               5(d), and 5(e) hereof.

      4.4      NOTICE OF TERMINATION. Any termination of the Executive's
               employment in accordance with Section 4.3 of this Agreement shall
               be communicated by Notice of Termination

<PAGE>




               delivered to the other party, which shall include a specific date
               on which the termination has occurred and is effective.


ARTICLE 5.        NONCOMPETITION AND CONFIDENTIALITY

      In the event the Executive becomes entitled to receive Change-in-Control
Severance Benefits as provided in Section 3.2 herein or General Severance
Benefits as provided in Section 3.3 herein, the following shall apply:


               (a)    NONCOMPETITION. During the term of employment and for a
                      period of twelve (12) months after the Effective Date of
                      Termination, the Executive shall not: (i) directly or
                      indirectly act in concert or conspire with any person
                      employed by CMS Energy Corporation or any of its
                      Affiliates in order to engage in or prepare to engage in
                      or to have a financial or other interest in any business
                      which is a Direct Competitor (as defined below); or (ii)
                      serve as an employee, agent, partner, shareholder,
                      director or consultant for, or in any other capacity
                      participate, engage, or have a financial or other interest
                      in any business which is a Direct Competitor (provided,
                      however, that notwithstanding anything to the contrary
                      contained in this Agreement, the Executive may own up to
                      two percent (2%) of the outstanding shares of the capital
                      stock of a company whose securities are registered under
                      Section 12 of the Exchange Act.

                      For purposes of this Agreement, the term "Direct
                      Competitor" shall mean any person or entity engaged in the
                      business of selling electric power or natural gas at
                      retail within the State of Michigan.

                      The Committee also reserves the right to designate, prior
                      to the termination date specified in a Notice of
                      Termination, any Person that it believes, in good faith,
                      is a significant competitive threat to CMS Energy
                      Corporation or its Affiliates.

               (b)    CONFIDENTIALITY. The Employer has advised the Executive
                      and the Executive acknowledges that it is the policy of
                      CMS Energy Corporation and its Affiliates to maintain as
                      secret and confidential all Protected Information (as
                      defined below), and that Protected Information has been
                      and will be developed at substantial cost and effort to
                      CMS Energy Corporation and its Affiliates. The Executive
                      shall not at any time, directly or indirectly, divulge,
                      furnish, or make accessible to any person, firm,
                      corporation, association, or other entity (other than as
                      may be required in the regular course of the Executive's
                      employment), nor use in any manner, either during the term
                      of employment or after termination, for any reason, any
                      Protected Information, or cause any such information of
                      CMS Energy Corporation and its Affiliates to enter the
                      public domain. For purposes of this Agreement, "Protected
                      Information" means trade secrets, confidential and
                      proprietary business information of CMS Energy Corporation
                      and its Affiliates and any other information of CMS Energy
                      Corporation and its Affiliates, including, but not limited
                      to, customer lists (including potential customers),
                      sources of supply, processes, plans, materials, pricing
                      information, internal memoranda, marketing plans, internal
                      policies, and products and services which may be developed
                      from time to time by CMS Energy Corporation and its
                      Affiliates and their agents or

<PAGE>




                      employees, including the Executive; provided, however,
                      that information that is in the public domain (other than
                      as a result of a breach of this Agreement), approved for
                      release by CMS Energy Corporation or its Affiliates or
                      lawfully obtained from third parties who are not bound by
                      a confidentiality agreement with CMS Energy Corporation or
                      its Affiliates, is not Protected Information.
                      Notwithstanding the foregoing, nothing in this subsection
                      is to be construed as prohibiting Executive from freely
                      providing information to a state or federal agency,
                      legislative body or one of its committees or a court with
                      jurisdiction when Executive is requested or required to do
                      so by such entity.

               (c)    NONSOLICITATION. During the term of employment and for a
                      period of twelve (12) months after the Effective Date of
                      Termination, the Executive shall not: (i) employ or retain
                      or solicit for employment or arrange to have any other
                      person, firm, or other entity employ or retain or solicit
                      for employment or otherwise participate in the employment
                      or retention of any person who is an employee or
                      consultant of CMS Energy Corporation or its Affiliates; or
                      (ii) solicit suppliers or customers of CMS Energy
                      Corporation or its Affiliates or induce any such person to
                      terminate their relationship with them.

               (d)    COOPERATION. Executive agrees to fully and unconditionally
                      cooperate with CMS Energy Corporation and its Affiliates
                      and their attorneys in connection with any and all
                      lawsuits, claims, investigations, or similar proceedings
                      that have been or could be asserted at any time arising
                      out of or related in any way to Executive's employment or
                      activities on behalf of CMS Energy Corporation and its
                      Affiliates.

               (e)    NONDISPARAGEMENT. At all times, the Executive agrees not
                      to disparage CMS Energy Corporation or its Affiliates or
                      otherwise make comments harmful to their reputations.
                      While receiving any payments pursuant to this Agreement,
                      Executive further agrees not to testify or act in any
                      capacity as a paid or unpaid expert witness, advisor or
                      consultant on behalf of any person, individual,
                      partnership, firm, corporation or any other person or
                      entity that has or may have any claim, demand, action,
                      suit, cause of action, or judgment against CMS Energy
                      Corporation or its Affiliates, or from agreeing to do so
                      after the payments under this Agreement have ceased.
                      Further, CMS Energy Corporation and its Affiliates agree
                      not to disparage Executive or otherwise make comments
                      harmful to Executive's reputation. Notwithstanding the
                      foregoing, nothing in this Section prohibits Executive or
                      representatives of CMS Energy Corporation or its
                      Affiliates from testifying truthfully under oath in any
                      judicial, administrative or legislative proceedings or in
                      any arbitration, mediation or other similar proceedings.


ARTICLE 6.        EXCISE TAX EQUALIZATION PAYMENT

      6.1      EXCISE TAX EQUALIZATION PAYMENT. In the event that the Executive
               becomes entitled to Severance Benefits or any other payment or
               benefit under this Agreement, or under any

<PAGE>




               other agreement, plan or arrangement for which Executive is
               eligible with (1) the Employer, (2) any Person whose actions
               result in a Change in Control, or (3) CMS Energy Corporation or
               any of its Affiliates (all of such payments and benefits
               collectively referred to as the "Total Payments"), and if all or
               any part of the Total Payments will be subject to the tax (the
               "Excise Tax") imposed by Sections 280G and 4999 of the Code (or
               any similar tax that may hereafter be imposed), the Employer
               shall pay to the Executive in cash an additional amount (the
               "Gross-Up Payment") such that the net amount retained by the
               Executive after deduction of any Excise Tax upon the Total
               Payments and any federal, state, and local income tax, penalties,
               interest, and Excise Tax upon the Gross-Up Payment provided for
               by this Section 6.1 (including FICA and FUTA), shall be equal to
               the Total Payments. Such payment shall be made by the Employer to
               the Executive within forty-five (45) calendar days following the
               Effective Date of Termination.

               For purposes of determining the amount of the Gross-Up Payment,
               the Executive shall be deemed to pay federal income taxes at the
               highest marginal rate of federal income taxation in the calendar
               year in which the Gross-Up Payment is to be made, and state and
               local income taxes at the highest marginal rate of taxation in
               the state and locality of the Executive's residence on the
               Effective Date of Termination, net of the maximum reduction in
               federal income taxes which could be obtained from deduction of
               such state and local taxes.

      6.2      SUBSEQUENT RECALCULATION. In the event the Internal Revenue
               Service adjusts the computation under Section 6.1 herein so that
               the Executive did not receive the greatest net benefit, the
               Employer shall reimburse the Executive for the full amount
               necessary to make the Executive whole, plus interest on the
               reimbursed amount at 120% of the rate provided in section
               1274(b)(2)(B) of the Code. In the event that the Excise Tax is
               finally determined to be less than the amount taken into account
               hereunder in calculating the Gross-Up Payment, the Executive
               shall repay the Employer within thirty (30) business days
               following the time that the amount of such reduction in the
               Excise Tax is finally determined, the portion of the Gross-Up
               Payment attributable to such reduction (plus that portion of the
               Gross-Up Payment attributable to the Excise Tax and federal,
               state and local income and employment taxes imposed on the
               Gross-Up Payment being repaid by the Executive) to the extent
               that such repayment results in a reduction in the Excise Tax and
               a dollar-for-dollar reduction in the Executive's taxable income
               and wages for purposes of federal, state and local income and
               employment taxes, plus interest on the amount of such repayment
               at 120% of the rate provided in section 1274(b)(2)(B) of the
               Code.

ARTICLE 7.        DISPUTE RESOLUTION AND NOTICE

      7.1      DISPUTE RESOLUTION. Any dispute or controversy between the
               parties arising under or in connection with this Agreement shall
               be settled by final and binding arbitration after first being
               submitted in writing to the Committee for attempted resolution.
               If that does not result in mutually agreeable resolution, the
               arbitration proceeding shall be conducted before a single
               arbitrator selected by the parties to be conducted in Jackson,
               Michigan. The arbitration will be conducted in accordance with
               the rules of the American Arbitration Association then in effect
               and be finished within ninety (90) days after the selection of
               the

<PAGE>




               arbitrator. The arbitrator shall not have authority to fashion a
               remedy that includes consequential, exemplary or punitive damages
               of any type whatsoever, and the arbitrator is hereby prohibited
               from awarding injunctive relief of any kind, whether mandatory or
               prohibitory. Judgment may be entered on the award of the
               arbitrators in any court having competent jurisdiction. 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.

      7.2      NOTICE. Any notices, requests, demands, or other communications
               provided for by this Agreement shall be in writing and sent by
               registered or certified mail to the Executive at the last address
               he or she has filed in writing with the Employer or, in the case
               of the Employer, at One Energy Plaza, Jackson, Michigan 49201,
               Attention: Corporate Secretary. Notices, requests, demands or
               other communications may also be delivered by messenger, courier
               service or other electronic means and are sufficient if actually
               received by the party for whom it is intended.


ARTICLE 8.        SUCCESSORS AND ASSIGNMENT

      8.1      SUCCESSORS. Any successor (whether direct or indirect, by
               purchase, merger, reorganization, consolidation, acquisition of
               property or stock, liquidation, or otherwise) to the business of
               CMS Energy Corporation or purchaser of all or substantially all
               of the assets of CMS Energy Corporation shall be required to
               expressly assume and agree to perform under this Agreement in the
               same manner and to the same extent that the Employer would be
               required to perform if no such succession had taken place.
               Failure to obtain such assumption and agreement prior to the
               effectiveness of any such succession or asset sale shall entitle
               the Executive to the Change-in-Control Severance Benefits
               specified in Section 3.2 of this Agreement. The effective date of
               the succession or the sale shall be deemed the date of delivery
               to Executive of the Notice of Termination for purposes of
               administering Section 3.2. Regardless of whether such agreement
               is executed, this Agreement shall be binding upon any successor
               in accordance with the operation of law.

      8.2      ASSIGNMENT BY THE EXECUTIVE. This Agreement shall inure to the
               benefit of and be enforceable by the Executive's personal or
               legal representatives, executors, administrators, successors,
               heirs, distributees, devisees, and legatees. If the Executive
               dies while any amount would still be payable to him or her
               hereunder had he or she continued to live, all such amounts,
               unless otherwise provided herein, shall be paid in accordance
               with the terms of this Agreement to the Executive's Beneficiary.
               If the Executive has not named a Beneficiary, then such amounts
               shall be paid to the Executive's devisee, legatee, or other
               designee, or if there is no such designee, to the Executive's
               estate.


ARTICLE 9.        MISCELLANEOUS

      9.1      EMPLOYMENT STATUS. The employment of the Executive by the
               Employer is "at will" and

<PAGE>




               may be terminated by either the Executive or the Employer at any
               time, subject to applicable law. Further, Executive has no right
               to be an officer of CMS Energy Corporation or any of its
               Affiliates and serves as an officer entirely at the discretion of
               the Board.

      9.2      ENTIRE AGREEMENT. This Agreement supersedes any prior agreements
               or understandings, oral or written, between the parties hereto,
               with respect to the subject matter hereof, and constitutes the
               entire agreement of the parties with respect thereto. Without
               limiting the generality of the foregoing sentence, this Agreement
               completely supersedes, cancels, voids and renders of no further
               force and effect any and all employment agreements, change in
               control agreements, and other similar agreements, communications,
               representations, promises, covenants and arrangements, whether
               oral or written, between the Employer and Executive and between
               the Executive and CMS Energy Corporation or any of its Affiliates
               that may have taken place or been executed prior to the Effective
               Date of this Agreement and which may address the subject matters
               contained herein, including but not by way of limitation
               Employment Agreement between CMS Energy Corporation and Executive
               dated the 13th day of March, 2000.

      9.3      SEVERABILITY. In the event that any provision or portion of this
               Agreement shall be determined to be invalid or unenforceable for
               any reason, the remaining provisions of this Agreement shall be
               unaffected thereby and shall remain in full force and effect.

      9.4      TAX WITHHOLDING. The Employer may withhold from any benefits
               payable under this Agreement any authorized deductions and all
               federal, state, city, or other taxes as may be required pursuant
               to any law or governmental regulation or ruling.

      9.5      BENEFICIARIES. The Executive may designate one (1) or more
               persons or entities as the primary and/or contingent
               beneficiaries of any amounts to be received under this Agreement.
               Such designation must be in the form of a signed writing on a
               form provided by the Employer. The Executive may make or change
               such designation at any time.

      9.6      PAYMENT OBLIGATION ABSOLUTE. Except as provided in the last
               sentence of this paragraph, the Employer's and CMS Energy
               Corporation's obligations to make the payments and provide the
               benefits to Executive specified herein shall be absolute and
               unconditional, and shall not be affected by any circumstances,
               including, without limitation, any offset, counterclaim,
               recoupment, defense, or other right which the Employer, CMS
               Energy Corporation or any of its Affiliates may have against the
               Executive or anyone else. All amounts payable by the Employer
               hereunder shall be paid without notice or demand. Each and every
               payment made hereunder by the Employer shall be final, but
               subject to the provisions of the next sentence. If the Executive
               should seek to bypass arbitration and litigate about this
               Agreement or the subject matters addressed herein in a state or
               federal court, Executive agrees (i) at least 10 days prior to
               filing in court to tender back to the Employer all cash
               consideration paid to Executive under this Agreement prior
               thereto and (ii) any payments due Executive under this Agreement
               after said tender shall be suspended until said litigation is
               finally resolved.



<PAGE>




               The Executive shall not be obligated to seek other employment in
               mitigation of the amounts payable or arrangements made under any
               provision of this Agreement, and the obtaining of any such other
               employment shall in no event effect any reduction of the
               Employer's obligations to make the payments and arrangements
               required to be made under this Agreement.

      9.7      CONTRACTUAL RIGHTS TO BENEFITS. Subject to approval and
               ratification by the Committee, this Agreement establishes and
               vests in the Executive a contractual right to the benefits to
               which he or she is entitled hereunder. However, nothing herein
               contained shall require or be deemed to require, or prohibit or
               be deemed to prohibit, the Employer to segregate, earmark, or
               otherwise set aside any funds or other assets, in trust or
               otherwise, to provide for any payments to be made or required
               hereunder.

      9.8      MODIFICATION. This Agreement shall not be varied, altered,
               modified, canceled, changed, or in any way amended except by
               mutual agreement of the parties in a written instrument executed
               by the parties hereto or their legal representatives.

      9.9      COUNTERPARTS. This Agreement may be executed in one (1) or more
               counterparts, each of which shall be deemed to be an original,
               but all of which together will constitute one and the same
               Agreement. Signatures transmitted via facsimile shall be regarded
               by the parties as original signatures.

      9.10     APPLICABLE LAW. This Agreement shall be governed and construed in
               accordance with the laws of the State of Michigan, without regard
               to its conflicts of laws principles.

               IN WITNESS WHEREOF, the parties have executed this Agreement as
of this day of ________, 2004.



                                         EXECUTIVE:

By:________________________________      Signature: ____________________________

Its:  _____________________________      Printed Name: _________________________


<PAGE>



















                           OFFICER SEVERANCE AGREEMENT















                                                                         TIER II



<PAGE>


<TABLE>




CONTENTS

- --------------------------------------------------------------------------
<S>               <C>                                                <C>
Article 1.        Establishment, Term, and Purpose                    1

Article 2.        Definitions                                         2

Article 3.        Severance Benefits                                  7

Article 4.        Other Terminations                                 13

Article 5.        Noncompetition and Confidentiality                 13

Article 6.        Excise Tax Equalization Payment                    15

Article 7.        Dispute Resolution and Notice                      16

Article 8.        Successors and Assignment                          17

Article 9.        Miscellaneous                                      18

</TABLE>




<PAGE>




                           OFFICER SEVERANCE AGREEMENT

      THIS OFFICER SEVERANCE AGREEMENT ("Agreement") is made, entered into, and
is effective as of _____, 2004 (hereinafter referred to as the "Effective
Date"), by and between ________________, a Michigan corporation, (hereinafter
referred to as the "Employer") and ____________________________ (hereinafter
referred to as the "Officer").

      WHEREAS, the Board of Directors of CMS Energy Corporation has approved
entering into severance agreements with certain key officers as being necessary
and advisable for the success of CMS Energy Corporation;

      WHEREAS, the Officer is currently employed at ____________________, by the
 Employer in a key management position as ___________________________;

      WHEREAS, the Board of Directors of CMS Energy Corporation wants to provide
the Officer with a measure of financial security in the event of certain
terminations of employment; and

      WHEREAS, both the Employer and the Officer are desirous that any proposal
involving Change in Control as defined in this Agreement will be considered by
the Officer objectively and with reference only to the business interests of CMS
Energy Corporation and its shareholders.

      NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants and agreements of the parties set forth in this Agreement and of other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, intended to be legally bound, agree as
follows:


ARTICLE 1.        ESTABLISHMENT, TERM, AND PURPOSE

      This Agreement will commence on the Effective Date and shall continue in
effect for two (2) full years through March ____, 2006. However, at the end of
such two (2) year period and, if extended, at the end of each additional year
thereafter, the term of this Agreement shall be extended automatically for one
(1) additional year, unless the Committee delivers written notice six (6) months
prior to the end of such term, or extended term, to the Officer, stating that
the Agreement will not be extended. In such case, the Agreement will terminate
at the end of the term, or extended term, then in progress. However, in the
event of a Change in Control (as defined in Section 2.7 herein) of CMS Energy
Corporation, the term of this Agreement shall automatically be extended for two
(2) years from the date of the Change in Control if the current term of the
Agreement has less than two (2) full years remaining until its expiration. If
the term of this agreement is not extended, the Employer is not obligated to pay
any severance benefits under Section 3.2 for a Change in Control that happens
after the expiration of the term and is not obligated to pay any severance
benefits under Section 3.3 with respect to any other termination that happens
after the expiration of the term.





<PAGE>




ARTICLE 2.        DEFINITIONS

      Whenever used in this Agreement, the following terms shall have the
meanings set forth below and, when the meaning is intended, the initial letter
of the word is capitalized.

      2.1     "AFFILIATE" shall have the meaning set forth in Rule 12B-2
              promulgated under Section 12 of the Exchange Act.

      2.2     "BASE SALARY" means the greater of the Officer's full annual rate
              of salary, whether or not any portion thereof is paid on a
              deferred basis, at: (i) the Effective Date of Termination, or (ii)
              at the date of the Change in Control. It does not include any
              incentive compensation in any form, bonuses of any type or any
              other form of monetary or nonmonetary compensation other than
              salary.

      2.3     "BENEFICIAL OWNER" shall have the meaning ascribed to such term in
              Rule 13d-3 of the General Rules and Regulations under the Exchange
              Act.

      2.4     "BENEFICIARY" means the persons or entities designated or deemed
              designated by the Officer pursuant to Section 9.5 herein.

      2.5     "BOARD" means the Board of Directors of CMS Energy Corporation.

      2.6     "CAUSE" shall be determined solely by the Committee in the
              exercise of good faith and reasonable judgment, and shall mean the
              occurrence of any one or more of the following:

              (a)     The willful and continued failure by the Officer to
                      substantially perform his or her duties of employment
                      (other than any such failure resulting from the Officer's
                      Disability), after a written demand for substantial
                      performance is delivered to the Officer that specifically
                      identifies the manner in which the Committee believes that
                      the Officer has not substantially performed his or her
                      duties, and the Officer has failed to remedy the situation
                      within a reasonable period of time specified by the
                      Committee which shall not be less than 30 days; or

              (b)     The Officer's arrest for committing an act of fraud,
                      embezzlement, theft, or other act constituting a felony
                      involving moral turpitude; or

              (e)     The willful engaging by the Officer in misconduct
                      materially and demonstrably injurious to CMS Energy
                      Corporation or its Affiliates, monetarily or otherwise.

              However, for purposes of clauses (a) and (c), no act or failure to
              act on the Officer's part shall be considered "willful" unless
              done, or omitted to be done, by the Officer not in good faith and
              without reasonable belief that his or her action or omission was
              in the best interest of CMS Energy Corporation or its Affiliates.

      2.7     "CHANGE IN CONTROL" means a change in control of CMS Energy
              Corporation, and shall be deemed to have occurred upon the first
              to occur of any of the following events:



<PAGE>




              (a)     Any Person is or becomes the Beneficial Owner, directly or
                      indirectly, of securities of CMS Energy Corporation (not
                      including in the securities beneficially owned by such
                      Person any securities acquired directly from CMS Energy
                      Corporation or its Affiliates) representing twenty-five
                      percent (25%) or more of the combined voting power of CMS
                      Energy Corporation's then outstanding securities,
                      excluding any Person who becomes such a Beneficial Owner
                      in connection with a transaction described in clause (i)
                      of paragraph (c) below; or

              (b)     The following individuals cease for any reason to
                      constitute a majority of directors then serving:
                      individuals who, on the Effective Date, constitute the
                      Board and any new director (other than a director whose
                      initial assumption of office is in connection with an
                      actual or threatened election contest, including but not
                      limited to a consent solicitation, relating to the
                      election of directors of CMS Energy Corporation) whose
                      appointment or election by the Board or nomination for
                      election by CMS Energy Corporation's stockholders was
                      approved or recommended by a vote of at least two-thirds
                      (2/3) of the directors then still in office who either
                      were directors on the Effective Date or whose appointment,
                      election or nomination for election was previously so
                      approved or recommended; or

              (c)     The consummation of a merger or consolidation of CMS
                      Energy Corporation or any direct or indirect subsidiary of
                      CMS Energy Corporation with any other corporation or other
                      entity, other than: (i) any such merger or consolidation
                      which involves either CMS Energy Corporation or any such
                      subsidiary and would result in the voting securities of
                      CMS Energy Corporation outstanding immediately prior
                      thereto continuing to represent (either by remaining
                      outstanding or by being converted into voting securities
                      of the surviving entity or any parent thereof), in
                      combination with the ownership of any trustee or other
                      fiduciary holding securities under an employee benefit
                      plan of CMS Energy Corporation or its Affiliates, at least
                      sixty percent (60%) of the combined voting power of the
                      voting securities of CMS Energy Corporation or the
                      surviving entity or any parent thereof outstanding
                      immediately after such merger or consolidation and
                      immediately following which the individuals who comprise
                      the Board immediately prior thereto constitute at least a
                      majority of the board of directors of CMS Energy
                      Corporation, the entity surviving such merger or
                      consolidation or, if CMS Energy Corporation or the entity
                      surviving such merger is then a subsidiary, the ultimate
                      parent thereof; or (ii) a merger or consolidation effected
                      to implement a recapitalization of CMS Energy Corporation
                      (or similar transaction) in which no Person is or becomes
                      the Beneficial Owner, directly or indirectly, of
                      securities of CMS Energy Corporation (not including in the
                      securities beneficially owned by such Person any
                      securities acquired directly from CMS Energy Corporation
                      or its Affiliates) representing twenty-five percent (25%)
                      or more of the combined voting power of CMS Energy
                      Corporation's then outstanding securities; or

              (d)     Either (1) the stockholders of CMS Energy Corporation
                      approve a plan of complete liquidation or dissolution of
                      CMS Energy Corporation, or (2) there is consummated an
                      agreement for the sale, transfer or disposition by CMS
                      Energy Corporation of all

<PAGE>




                      or substantially all of CMS Energy Corporation's assets
                      (or any transaction having a similar effect). For purposes
                      of clause (d)(2), (i) the sale, transfer or disposition of
                      a majority of the shares of common stock of Consumers
                      Energy Company shall constitute a sale, transfer or
                      disposition of substantially all of the assets of CMS
                      Energy Corporation and (ii) the sale, transfer or
                      disposition of subsidiaries or affiliates of CMS Energy
                      Corporation, singly or in combinations, or their assets,
                      only qualifies as a Change in Control if it satisfies the
                      substantiality test contained in that clause and the Board
                      of CMS Energy Corporation's determination in that regard
                      is final. In addition, for purposes of clause (d)(2), the
                      sale, transfer or disposition of assets has to be in a
                      transaction or series of transactions closing within six
                      months after the closing of the first transaction in the
                      series, other than with an entity in which at least 60% of
                      the combined voting power of the voting securities is
                      owned by stockholders of CMS Energy Corporation in
                      substantially the same proportions as their ownership of
                      CMS Energy Corporation immediately prior to such
                      transaction or transactions and immediately following
                      which the individuals who comprise the Board immediately
                      prior thereto constitute at least a majority of the board
                      of directors of the entity to which such assets are sold,
                      transferred or disposed or, if such entity is a
                      subsidiary, the ultimate parent thereof.

               Notwithstanding the foregoing clauses (a), (c) and (d), a "Change
               in Control" shall not be deemed to have occurred by virtue of the
               consummation of any transaction or series of integrated
               transactions closing within six months after the closing of the
               first transaction in the series immediately following which the
               record holders of the common stock of CMS Energy Corporation
               immediately prior to such transaction or series of transactions
               continue to have substantially the same proportionate ownership
               in an entity which owns all or substantially all of the assets of
               CMS Energy Corporation immediately following such transaction or
               series of transactions.

        2.8    "CODE" means the United States Internal Revenue Code of 1986, as
               amended, and any successors thereto.

        2.9    "COMMITTEE" means the Organization and Compensation Committee of
               the Board of CMS Energy Corporation or any other committee
               appointed by the Board of CMS Energy Corporation to perform the
               functions of the Organization and Compensation Committee.

        2.10   "DISABILITY" means for all purposes of this Agreement, the
               incapacity of the Officer, due to injury, illness, disease, or
               bodily or mental infirmity, which causes the Officer not to
               engage in the performance of a substantial or material portion of
               the Officer's usual duties of employment associated with such
               Officer's position. Such Disability shall be determined based on
               competent medical advice.

        2.11   "EFFECTIVE DATE" means the date of this Agreement as specified
               in the opening sentence of this Agreement.

        2.12   "EFFECTIVE DATE OF TERMINATION" means the date on which a
               Qualifying Termination occurs, as provided under Section 2.17
               hereunder, which triggers the payment of

<PAGE>




               Severance Benefits hereunder.

        2.13   "EXCHANGE ACT" means the United States Securities Exchange Act
               of 1934, as amended.

        2.14   "GOOD REASON" exists only on the date of a Change in Control or
               during the twenty-four (24) months which follow a Change in
               Control and shall mean, without the Officer's express written
               consent, the occurrence of any one or more of the following:

               (a)   The assignment to the Officer of duties materially
                     inconsistent with the Officer's position (including status,
                     offices, titles, and reporting requirements), authority, or
                     responsibilities as in effect on the Effective, or any
                     action by the Employer which results in a diminution of the
                     Officer's position, authority, duties, or responsibilities
                     as constituted as of the Effective Date (excluding an
                     isolated, insubstantial, and inadvertent action which is
                     remedied by the Employer promptly after receipt of notice
                     thereof given by the Officer); or

               (b)   Reducing the Officer's Base Salary; or

               (c)   Reducing the Officer's targeted annual incentive
                     opportunity; or

               (d)   Failing to maintain the Officer's participation in a
                     long-term incentive plan in a manner that is consistent
                     with the Officer's position, authority, or
                     responsibilities; or

               (e)   Failing to maintain the Officer's amount of benefits under
                     or relative level of participation in employee benefit or
                     retirement plans, policies, practices, or arrangements of a
                     material nature available to employees of CMS Energy
                     Corporation and its Affiliates and in which the Officer
                     participates as of the Effective Date; or

               (f)   A material breach of this Agreement by the Employer which
                     is not remedied by the Employer within ten (10) business
                     days of receipt of written notice of such breach delivered
                     by the Officer to the Committee; or

               (g)   Any successor company fails or refuses to assume the
                     obligations owed to Officer under this Agreement in their
                     entirety, as required by Section 8.1 hereunder; or

               (h)   The Officer is required to be based at a location in excess
                     of thirty-five (35) miles from the location of the
                     Officer's principal job location or office immediately
                     prior to a Change in Control except for required travel on
                     the Employer's or CMS Energy Corporation's business to an
                     extent substantially consistent with the Officer's prior
                     business travel obligations; or

               (i)   The Officer ceases being an officer of a company (other
                     than by reason of death, Disability or Cause) whose common
                     stock is publicly owned if immediately prior to the Change
                     in Control the Officer was an officer of a company whose
                     common stock was publicly owned.


<PAGE>





               For purposes of applying clauses (a) through (i) of this
               Agreement, the Officer's Retirement shall not constitute a waiver
               of the Officer's rights with respect to any circumstance
               constituting Good Reason, and the Officer's continued employment
               shall not constitute a waiver of the Officer's rights with
               respect to any circumstance constituting Good Reason or
               constitute Officer's consent to the circumstances constituting
               Good Reason unless Officer has provided express written consent
               to the circumstance that would otherwise constitute Good Reason
               under this Agreement. Finally, for purposes of implementing this
               Agreement, any claim by Officer that Good Reason exists shall be
               presumed to be correct unless the Committee determines by clear
               and convincing evidence that Good Reason does not exist, which
               evidence shall be presented by the person disputing the claim
               that Good Reason exists.

       2.15    "NOTICE OF TERMINATION" shall be provided for a Qualifying
               Termination and shall mean a written notice which shall indicate
               the specific termination provision in this Agreement relied upon,
               and shall set forth in reasonable detail the facts and
               circumstances claimed to provide a basis for termination of the
               Officer's employment under the provision so indicated. The notice
               shall provide a specific date on which a Qualifying Termination
               has occurred and is effective for purposes of this Agreement.

       2.16    "PERSON" shall have the meaning ascribed to such term in Section
               3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d)
               thereof, including a "group" as provided in Section 13(d).

       2.17    "QUALIFYING TERMINATION" MEANS:

                (a)   An involuntary termination of the Officer's employment by
                      the Employer on the date of a Change in Control or during
                      the twenty-four (24) months which follow a Change in
                      Control for reasons other than death, Disability,
                      Retirement, or Cause pursuant to a Notice of Termination
                      delivered to the Officer by the Employer; or

                (b)   A voluntary termination by the Officer for Good Reason on
                      the date of a Change in Control or during the twenty-four
                      (24) months which follow a Change in Control pursuant to a
                      Notice of Termination delivered to the Employer by the
                      Officer.

                (c)   A termination (not involving death, Disability,
                      Retirement or Cause), which takes place before the date of
                      a Change in Control or after the first twenty-four (24)
                      months immediately following a Change in Control, pursuant
                      to a Notice of Termination delivered to Officer or
                      pursuant to a request that Officer submit a resignation as
                      an officer. A termination for failure of the Officer to
                      comply in material respects with CMS Energy's Code of
                      Conduct and Statement of Ethics Handbook (June 2003
                      edition) or other corporate policies, as the handbook and
                      those documents may be amended from time to time, does not
                      satisfy the definition of a Qualifying Termination under
                      this clause (c).

       2.18     "RELEASE DATE" occurs after the delivery of the Notice of
                Termination required by Section

<PAGE>




               2.15 and means the date on which the release contained in
               Exhibit A to this Agreement is first provided to Officer
               for signature.

        2.19   "RETIREMENT" shall have the meanings ascribed under the terms of
               the pension plan applicable to Officer and entitled "Pension
               Plan for Employees of Consumers Energy Company," dated September
               1, 2000, as amended, other than under Section 7 thereof, or
               under the successor or replacement of such pension plan if it is
               then no longer in effect.

        2.20   "SERP" shall mean the retirement plan applicable to Officer and
               entitled "Supplemental Executive Retirement Plan for Employees of
               CMS Energy/Consumers Energy Company," dated May 1, 1998, as
               amended, or under the successor or replacement of such retirement
               plan if it is then no longer in effect.

        2.21   "SEVERANCE BENEFITS" means the payment of Change-in-Control
               Severance Benefits or General Severance Benefits as provided in
               Article 3 herein.


ARTICLE 3.        SEVERANCE BENEFITS

      3.1   RIGHT TO SEVERANCE BENEFITS.

              (a)     CHANGE-IN-CONTROL SEVERANCE BENEFITS. The Officer shall be
                      entitled to receive from the Employer Change-in-Control
                      Severance Benefits, as described in Section 3.2 herein, if
                      a Qualifying Termination of the Officer's employment
                      satisfying the definitions contained in Section 2.17(a) or
                      (b) has occurred on the date of a Change in Control of CMS
                      Energy Corporation or within twenty-four (24) months
                      immediately following a Change in Control of CMS Energy
                      Corporation. Further, Officer's Retirement under the
                      pension plan and SERP shall not constitute a waiver of the
                      Officer's rights with respect to receipt of
                      Change-in-Control Severance Benefits. Nor shall benefits
                      received for Retirement under the pension plan and SERP
                      (or any replacement or successor plans thereto) be used as
                      an offset to the level of Change-in-Control Severance
                      Benefits owed to Officer.

              (b)     GENERAL SEVERANCE BENEFITS. The Officer shall be entitled
                      to receive from the Employer General Severance Benefits,
                      as described in Section 3.3 herein, if the Officer's
                      employment is terminated for reasons satisfying the
                      definition contained in Section 2.17(c) and such
                      termination has occurred either before a Change of Control
                      of CMS Energy Corporation or during the period that begins
                      after the expiration of twenty-four (24) months
                      immediately following a Change in Control of CMS Energy
                      Corporation. Further, Officer's Retirement under the
                      pension plan and SERP shall not constitute a waiver of the
                      Officer's rights with respect to receipt of General
                      Severance Benefits. Nor shall benefits received for
                      Retirement under the pension plan and SERP (or any
                      replacement or successor plans thereto) be used as an
                      offset to the level of General Severance Benefits owed to
                      Officer.



<PAGE>




              (c)     NO SEVERANCE BENEFITS. Other than in a situation
                      involving a Retirement, the Officer shall not be entitled
                      to receive Severance Benefits if the Officer's employment
                      with the Employer ends for reasons other than a Qualifying
                      Termination.

              (d)     GENERAL RELEASE. As a condition precedent to receiving
                      Severance Benefits under Section 3.3 herein, the Officer
                      shall be obligated to execute and deliver to the Employer
                      on a timely basis duplicate originals of a general release
                      of claims in the form included as Exhibit A hereto.

              (e)     WAIVER AND RELEASE.  The Officer's act of accepting
                      payment of Severance Benefits payable under Section 3.2 of
                      this Agreement shall constitute and is deemed an express
                      waiver, release and discharge by Officer of any and all
                      claims for damages or other remedies, regardless of when
                      they arose or when they are discovered, against CMS Energy
                      Corporation and its Affiliates arising out of or in any
                      way connected with Officer's employment relationship with
                      them or the termination of such employment relationship
                      except for claims and rights of Officer preserved under
                      Section 3.2 of this Agreement and applicable rights to
                      indemnification.

              (f)     NO DUPLICATION OF SEVERANCE BENEFITS. If the Officer
                      becomes entitled to Change-in-Control Severance Benefits,
                      the benefits provided for under Section 3.2 hereunder
                      shall be in lieu of all other benefits provided to the
                      Officer under the provisions of this Agreement including,
                      but not limited to, the benefits under Section 3.3.
                      Likewise, if the Officer becomes entitled to General
                      Severance Benefits, the benefits provided under Section
                      3.3 hereunder shall be in lieu of all other benefits
                      provided to the Officer under the provisions of this
                      Agreement including, but not limited to, the benefits
                      under Section 3.2. If the Officer receives either
                      Change-in-Control Severance Benefits under Section 3.2 or
                      General Severance Benefits under Section 3.3, any other
                      severance benefits received by employees not covered by
                      this Agreement to which the Officer is entitled will be
                      subtracted from the Severance Benefits paid pursuant to
                      this Agreement.

       3.2    DESCRIPTION OF CHANGE-IN-CONTROL SEVERANCE BENEFITS. In the event
              the Officer becomes entitled to receive Change-in-Control
              Severance Benefits, as provided in Section 3.1(a) herein, the
              Employer shall provide the Officer with the following:

              (a)     A lump-sum amount paid within fifteen (15) calendar days
                      following delivery to the Employer or delivery to the
                      Officer, as applicable, of a Notice of Termination, equal
                      to the sum of the Officer's unpaid Base Salary, accrued
                      vacation pay, unreimbursed business expenses, and
                      unreimbursed allowances owed to the Officer through and
                      including the Effective Date of Termination.

              (b)     A lump-sum amount, paid within fifteen (15) calendar
                      days following delivery to the Employer or delivery to the
                      Officer, as applicable, of a Notice of Termination, equal
                      to one and one half (1.5) times the sum of the following:
                      (A) the Officer's Base Salary and (B) the greater of the
                      Officer's: (i) annual target bonus opportunity in the year
                      in which the Qualifying Termination occurs or (ii) the
                      actual annual bonus

<PAGE>




                      payment paid or due to be paid the Officer in respect of
                      the year prior to the year in which the Qualifying
                      Termination occurs.

              (c)     A lump-sum amount, paid within fifteen (15) calendar days
                      following delivery to the Employer or delivery to the
                      Officer, as applicable, of a Notice of Termination, equal
                      to the Officer's then current target bonus opportunity
                      established under the bonus plan in which the Officer is
                      then participating, for the plan year in which the
                      Qualifying Termination occurs, adjusted on a pro rata
                      basis for the number of days that have elapsed to the
                      Effective Date of Termination during the bonus plan year
                      in which the Qualifying Termination occurs.

              (d)     A lump-sum amount, paid within fifteen (15) calendar days
                      following delivery to the Employer or delivery to the
                      Officer, as applicable, of a Notice of Termination, equal
                      to one half (0.5) times the sum of the following: (A) the
                      Officer's Base Salary and (B) the greater of the
                      Officer's: (i) annual target bonus opportunity in the year
                      in which the Qualifying Termination occurs or (ii) the
                      actual annual bonus payment paid or due to be paid the
                      Officer in respect of the year prior to the year in which
                      the Qualifying Termination occurs. Such amount shall be
                      consideration for the Officer entering into the noncompete
                      agreement as described in Section 5(a).

              (e)     Equivalent payment to Officer in a lump sum amount within
                      forty-five (45) calendar days following delivery of the
                      Notice of Termination for continued medical coverage for a
                      period of twenty four (24) months. Such equivalent payment
                      shall be computed based on the same coverage level as in
                      effect for Officer under the general health care plan
                      available to all employees on the Effective Date of
                      Termination by providing a lump sum payment of the
                      Employer's portion of the monthly COBRA premium in effect
                      on the Effective Date of Termination times twenty-four
                      (24). Nothing herein amends or provides Officer any rights
                      to health care coverage other than as provided in the
                      applicable group health care plan. If the Officer has
                      waived coverage under the applicable group health care
                      plan, no equivalent payment shall be made under this
                      Agreement.

              (f)     Immediate extension (as allowable by Section 6.10 of
                      Article VI of the plan entitled "CMS Energy Corporation
                      Performance Incentive Stock Plan," dated December 3, 1999,
                      as amended) by one year after the Effective Date of
                      Termination of the period for Officer to exercise any
                      outstanding stock options or stock appreciation rights
                      granted by the Committee to Officer pursuant to said
                      Article VI. Otherwise, the terms of said plan shall govern
                      and be applied.

              (g)     Immediate vesting and distribution to Officer (as
                      allowable by the second sentence of Section 7.2(h) of
                      Article VII of the plan entitled "CMS Energy Corporation
                      Performance Incentive Stock Plan," dated December 3, 1999,
                      as amended) within forty-five (45) days after delivery of
                      the Notice of Termination of all outstanding shares of
                      restricted stock previously awarded to Officer pursuant to
                      said Article VII. For any award of restricted stock to
                      which there are future performance goals attached, the
                      number of shares distributed to Officer shall assume that
                      the goals have

<PAGE>




                      been achieved in full and the award fully earned based on
                      target performance without deductions or additions to the
                      number of shares then held by Officer. For any award of
                      restricted stock that is tenure based, the number of
                      shares distributed to Officer shall assume that all
                      requirements with respect to tenure are satisfied by
                      Officer. Otherwise, the terms of said plan shall govern
                      and be applied.

              (h)     For an Officer included in SERP, the Officer's retirement
                      benefits under the SERP will become fully vested as of the
                      Effective Date of Termination and shall not be subject to
                      further vesting requirements or to any forfeiture
                      provisions. In addition, said Officer shall be provided
                      the following: (i) an additional twenty-four (24) months
                      of Preference Service (as defined in SERP) for purposes of
                      the SERP in accordance with Section III (1) of SERP,
                      subject, however, to the total of Preference Service plus
                      Accredited Service being limited to a maximum of
                      thirty-five (35) years under SERP; (ii) only the amounts
                      paid to Officer pursuant to clauses (a), (b), (c) and (d)
                      of this Section 3.2 shall be considered a "severance
                      payment under an employment agreement" for purposes of
                      computing Final Officer Pay under SERP; and (iii) for an
                      Officer that receives Change-in-Control Severance Benefits
                      under this Agreement within twenty four (24) months prior
                      to attaining the age of 55, Officer shall receive 65% of
                      Officer's Accrued Supplemental Officer Retirement Income
                      under SERP if Officer elects to retire at age 55
                      notwithstanding the fact that the Effective Date of
                      Termination for Officer pursuant to this Agreement is
                      before he or she attains the age of 55. If it should occur
                      that Officer retires under SERP after the age of 55,
                      clause (iii) of the preceding sentence and the provisions
                      of the last complete paragraph of Section V(3) of SERP
                      shall not be operative. The enhanced SERP benefits under
                      this Section 3.2(h) shall be in lieu of any
                      Change-in-Control enhancements provided for in the SERP.

              (i)     For purposes of (1) Retirement, (2) SERP and (3) benefits
                      not expressly discussed in clauses (a) through (h) of this
                      Section 3.2, but which are available to the general
                      employee population or available only to officers and
                      implemented with contracts with third parties, the benefit
                      plan descriptions covering all employees and the
                      retirement plan and SERP plan descriptions and contracts
                      with third parties covering officers in place at the time
                      of the Effective Date of Termination control Officer's
                      treatment under those plans and contracts. For any other
                      benefits only available to officers, if those benefits are
                      not expressly discussed in clauses (a) through (h) of this
                      Section 3.2, those benefits are terminated for Officer as
                      of the Effective Date of Termination.

      3.3      DESCRIPTION OF GENERAL SEVERANCE BENEFITS. In the event the
               Officer becomes entitled to receive General Severance Benefits as
               provided in Section 3.1(b) herein, the Employer shall provide the
               Officer with the following:

              (a)     A lump-sum amount paid within fifteen (15) calendar
                      days following delivery to the Officer of a Notice of
                      Termination with respect to a Qualifying Termination as
                      described in Section 2.17 (c) of this Agreement, equal to
                      the sum of the Officer's unpaid Base Salary, accrued
                      vacation pay, unreimbursed business expenses, and

<PAGE>




                      unreimbursed allowances owed to the Officer through and
                      including the Effective Date of Termination.

              (b)     An amount, paid following the Release Date on an
                      installment basis over a period of twelve (12) months on a
                      twice a month schedule in accordance with the normal
                      payroll procedures of the Employer, equal to one (1) times
                      the sum of: (A) the Officer's Base Salary and (B) the
                      greater of the Officer's: (i) annual target bonus
                      opportunity in the year in which the Qualifying
                      Termination occurs or (ii) the actual annual bonus payment
                      paid or due to be paid the Officer in respect of the year
                      prior to the year in which the Qualifying Termination
                      occurs. The first of the twenty-four (24) installment
                      payments called for by this section shall be made within
                      forty-five (45) days following the Release Date.

              (c)     A lump-sum amount, paid within forty-five (45) calendar
                      days following the Release Date, equal to the Officer's
                      then current target bonus opportunity established under
                      the bonus plan in which the Officer is then participating,
                      for the plan year in which the Qualifying Termination
                      occurs, adjusted on a pro rata basis for the number of
                      days that have elapsed to the Effective Date of
                      Termination during the bonus plan year in which the
                      Qualifying Termination occurs.

              (d)     Equivalent payment to Officer in a lump-sum amount within
                      forty-five (45) days following the Release Date for
                      continued medical coverage for a period of twelve (12)
                      months. Such equivalent payment shall be computed based on
                      the same coverage level as in effect for Officer under the
                      general health care plan available to all employees on the
                      Effective Date of Termination by providing a lump-sum
                      payment of the Employer's portion of the monthly COBRA
                      premium in effect on the Effective Date of Termination
                      times twelve (12). Nothing herein amends or provides
                      Officer any rights to health care coverage other than as
                      provided in the applicable group health care plan. If the
                      Officer has waived coverage under the applicable group
                      health care plan, no equivalent payment shall be made
                      under this Agreement.

              (e)     Outstanding stock options and stock appreciation
                      rights previously granted by the Committee to Officer
                      pursuant to Article VI of the plan entitled "CMS Energy
                      Corporation Performance Incentive Stock Plan," dated
                      December 3, 1999, as amended, shall be treated as a
                      "termination of employment" in accordance with Section
                      6.10 of Article VI, provided however that Employee will
                      not be eligible to seek or receive from the Committee any
                      extensions of the period for their exercise. For
                      outstanding shares of restricted stock held by Officer,
                      they shall be forfeited to CMS Energy Corporation in
                      accordance with the provisions of the first sentence of
                      Section 7.2(h) of Article VII of said plan.) For purposes
                      of (1) Retirement, (2) SERP and (3) benefits not expressly
                      discussed in clauses (a) through (d) of this Section 3.3,
                      but which are available to the general employee population
                      or available only to officers and implemented with
                      contracts with third parties, the benefit plan
                      descriptions covering all employees and the retirement
                      plan and SERP plan descriptions and contracts with third
                      parties covering officers in place at the time of

<PAGE>




                      the Effective Date of Termination control Officer's
                      treatment under those plans and contracts. For any other
                      benefits only available to officers, if those benefits are
                      not expressly discussed in clauses (a) through (d) of this
                      Section 3.3, those benefits are terminated for Officer as
                      of the Effective Date of Termination.


ARTICLE 4.        OTHER TERMINATIONS

      4.1      TERMINATION FOR DISABILITY. If the Officer's employment is
               terminated with the Employer due to Disability, the Officer's
               benefits shall be determined in accordance with the Employer's
               retirement, insurance, and other applicable plans and programs
               then in effect.

      4.2      TERMINATION FOR RETIREMENT OR DEATH. If the Officer's employment
               with the Employer is terminated by reason of his or her
               Retirement or death, the Officer's benefits shall be determined
               in accordance with the Employer's retirement and SERP plans,
               survivor's benefits, insurance, and other applicable programs
               then in effect.

      4.3      TERMINATION FOR CAUSE OR BY EMPLOYER OR THE OFFICER FOR OTHER
               THAN GOOD REASON. If the Officer's employment is terminated
               either: (a) by the Employer for Cause as defined in Section 2.6
               of this Agreement; or (b) voluntarily by the Officer for reasons
               other than those specified in Section 2.14 herein, or (c) by the
               Employer for the reasons stated in the last sentence of Section
               2.17(c) of this Agreement, the Employer shall pay the Officer the
               sum of any unpaid Base Salary, accrued vacation, unreimbursed
               business expenses and unreimbursed allowances owed to the Officer
               through the effective date of termination. The terms of the
               benefit plan descriptions, compensation plan descriptions and
               contracts with third parties covering officers shall control the
               disposition to Officer and timing of all other amounts to which
               the Officer may be entitled, and neither the Employer nor CMS
               Energy Corporation nor any of its Affiliates shall have any
               further obligations to the Officer thereunder as a result of the
               existence of this Agreement. No other severance benefits of any
               type shall be made available to Officer. Notwithstanding the
               above, if the Officer's employment terminates pursuant to this
               Section 4.3, the Officer shall be bound by the provisions
               contained in Article 5(a), 5(b), 5(c), 5(d), and 5(e) hereof.

      4.4      NOTICE OF TERMINATION. Any termination of the Officer's
               employment in accordance with Section 4.3 of this Agreement shall
               be communicated by Notice of Termination delivered to the other
               party, which shall include a specific date on which the
               termination has occurred and is effective.


ARTICLE 5.        NONCOMPETITION AND CONFIDENTIALITY

      In the event the Officer becomes entitled to receive Change-in-Control
Severance Benefits as provided in Section 3.2 herein or General Severance
Benefits as provided in Section 3.3 herein, the following shall apply:


              (a)     NONCOMPETITION. During the term of employment and for a
                      period of twelve (12)

<PAGE>




                      months after the Effective Date of Termination, the
                      Officer shall not: (i) directly or indirectly act in
                      concert or conspire with any person employed by CMS Energy
                      Corporation or any of its Affiliates in order to engage in
                      or prepare to engage in or to have a financial or other
                      interest in any business which is a Direct Competitor (as
                      defined below); or (ii) serve as an employee, agent,
                      partner, shareholder, director or consultant for, or in
                      any other capacity participate, engage, or have a
                      financial or other interest in any business which is a
                      Direct Competitor (provided, however, that notwithstanding
                      anything to the contrary contained in this Agreement, the
                      Officer may own up to two percent (2%) of the outstanding
                      shares of the capital stock of a company whose securities
                      are registered under Section 12 of the Exchange Act.

                      For purposes of this Agreement, the term "Direct
                      Competitor" shall mean any person or entity engaged in the
                      business of selling electric power or natural gas at
                      retail within the State of Michigan.

                      The Committee also reserves the right to designate, prior
                      to the termination date specified in a Notice of
                      Termination, any Person that it believes, in good faith,
                      is a significant competitive threat to CMS Energy
                      Corporation or its Affiliates.

              (b)     CONFIDENTIALITY. The Employer has advised the Officer and
                      the Officer acknowledges that it is the policy of CMS
                      Energy Corporation and its Affiliates to maintain as
                      secret and confidential all Protected Information (as
                      defined below), and that Protected Information has been
                      and will be developed at substantial cost and effort to
                      CMS Energy Corporation and its Affiliates. The Officer
                      shall not at any time, directly or indirectly, divulge,
                      furnish, or make accessible to any person, firm,
                      corporation, association, or other entity (other than as
                      may be required in the regular course of the Officer's
                      employment), nor use in any manner, either during the term
                      of employment or after termination, for any reason, any
                      Protected Information, or cause any such information of
                      CMS Energy Corporation and its Affiliates to enter the
                      public domain.

                      For purposes of this Agreement, "Protected Information"
                      means trade secrets, confidential and proprietary business
                      information of CMS Energy Corporation and its Affiliates
                      and any other information of CMS Energy Corporation and
                      its Affiliates, including, but not limited to, customer
                      lists (including potential customers), sources of supply,
                      processes, plans, materials, pricing information, internal
                      memoranda, marketing plans, internal policies, and
                      products and services which may be developed from time to
                      time by CMS Energy Corporation and its Affiliates and
                      their agents or employees, including the Officer;
                      provided, however, that information that is in the public
                      domain (other than as a result of a breach of this
                      Agreement), approved for release by CMS Energy Corporation
                      or its Affiliates or lawfully obtained from third parties
                      who are not bound by a confidentiality agreement with CMS
                      Energy Corporation or its Affiliates, is not Protected
                      Information. Notwithstanding the foregoing, nothing in
                      this subsection is to be construed as prohibiting Officer
                      from freely providing information to a state or federal
                      agency, legislative body or one of its committees or a
                      court with jurisdiction when Officer is requested or
                      required to do so by such entity.


<PAGE>





              (c)     NONSOLICITATION. During the term of employment and for a
                      period of twelve (12) months after the Effective Date of
                      Termination, the Officer shall not: (i) employ or retain
                      or solicit for employment or arrange to have any other
                      person, firm, or other entity employ or retain or solicit
                      for employment or otherwise participate in the employment
                      or retention of any person who is an employee or
                      consultant of CMS Energy Corporation or its Affiliates; or
                      (ii) solicit suppliers or customers of CMS Energy
                      Corporation or its Affiliates or induce any such person to
                      terminate their relationship with them.

              (d)     COOPERATION. Officer agrees to fully and unconditionally
                      cooperate with CMS Energy Corporation and its Affiliates
                      and their attorneys in connection with any and all
                      lawsuits, claims, investigations, or similar proceedings
                      that have been or could be asserted at any time arising
                      out of or related in any way to Officer's employment or
                      activities on behalf of CMS Energy Corporation and its
                      Affiliates.

              (e)     NONDISPARAGEMENT. At all times, the Officer agrees not to
                      disparage CMS Energy Corporation or its Affiliates or
                      otherwise make comments harmful to their reputations.
                      While receiving any payments pursuant to this Agreement,
                      Officer further agrees not to testify or act in any
                      capacity as a paid or unpaid expert witness, advisor or
                      consultant on behalf of any person, individual,
                      partnership, firm, corporation or any other person or
                      entity that has or may have any claim, demand, action,
                      suit, cause of action, or judgment against CMS Energy
                      Corporation or its Affiliates, or from agreeing to do so
                      after the payments under this Agreement have ceased.
                      Further, CMS Energy Corporation and its Affiliates agree
                      not to disparage Officer or otherwise make comments
                      harmful to Officer's reputation. Notwithstanding the
                      foregoing, nothing in this Section prohibits Officer or
                      representatives of CMS Energy Corporation or its
                      Affiliates from testifying truthfully under oath in any
                      judicial, administrative or legislative proceedings or in
                      any arbitration, mediation or other similar proceedings.


ARTICLE 6.        EXCISE TAX EQUALIZATION PAYMENT

      6.1    EXCISE TAX EQUALIZATION PAYMENT. In the event that the Officer
             becomes entitled to Severance Benefits or any other payment or
             benefit under this Agreement, or under any other agreement, plan
             or arrangement for which Officer is eligible with (1) the
             Employer, (2) any Person whose actions result in a Change in
             Control, or (3) CMS Energy Corporation or any of its Affiliates
             (all of such payments and benefits collectively referred to as the
             "Total Payments"), and if all or any part of the Total Payments
             will be subject to the tax (the "Excise Tax") imposed by Sections
             280G and 4999 of the Code (or any similar tax that may hereafter
             be imposed), the Employer shall pay to the Officer in cash an
             additional amount (the "Gross-Up Payment") such that the net
             amount retained by the Officer after deduction of any Excise Tax
             upon the Total Payments and any federal, state, and local income
             tax, penalties, interest, and Excise Tax upon the Gross-Up Payment
             provided for by this Section

<PAGE>




             6.1 (including FICA and FUTA), shall be equal to the Total
             Payments. Such payment shall be made by the Employer to the Officer
             within forty-five (45) calendar days following the Effective Date
             of Termination.

             For purposes of determining the amount of the Gross-Up Payment, the
             Officer shall be deemed to pay federal income taxes at the highest
             marginal rate of federal income taxation in the calendar year in
             which the Gross-Up Payment is to be made, and state and local
             income taxes at the highest marginal rate of taxation in the state
             and locality of the Officer's residence on the Effective Date of
             Termination, net of the maximum reduction in federal income taxes
             which could be obtained from deduction of such state and local
             taxes.

      6.2    SUBSEQUENT RECALCULATION. In the event the Internal Revenue Service
             adjusts the computation under Section 6.1 herein so that the
             Officer did not receive the greatest net benefit, the Employer
             shall reimburse the Officer for the full amount necessary to make
             the Officer whole, plus interest on the reimbursed amount at 120%
             of the rate provided in section 1274(b)(2)(B) of the Code. In the
             event that the Excise Tax is finally determined to be less than the
             amount taken into account hereunder in calculating the Gross-Up
             Payment, the Officer shall repay the Employer within thirty (30)
             business days following the time that the amount of such reduction
             in the Excise Tax is finally determined, the portion of the
             Gross-Up Payment attributable to such reduction (plus that portion
             of the Gross-Up Payment attributable to the Excise Tax and federal,
             state and local income and employment taxes imposed on the Gross-Up
             Payment being repaid by the Officer) to the extent that such
             repayment results in a reduction in the Excise Tax and a
             dollar-for-dollar reduction in the Officer's taxable income and
             wages for purposes of federal, state and local income and
             employment taxes, plus interest on the amount of such repayment at
             120% of the rate provided in section 1274(b)(2)(B) of the Code.


ARTICLE 7.        DISPUTE RESOLUTION AND NOTICE

     7.1     DISPUTE RESOLUTION. Any dispute or controversy between the parties
             arising under or in connection with this Agreement shall be settled
             by final and binding arbitration after first being submitted in
             writing to the Committee for attempted resolution. If that does not
             result in mutually agreeable resolution, the arbitration proceeding
             shall be conducted before a single arbitrator selected by the
             parties to be conducted in Jackson, Michigan. The arbitration will
             be conducted in accordance with the rules of the American
             Arbitration Association then in effect and be finished within
             ninety (90) days after the selection of the arbitrator. The
             arbitrator shall not have authority to fashion a remedy that
             includes consequential, exemplary or punitive damages of any type
             whatsoever, and the arbitrator is hereby prohibited from awarding
             injunctive relief of any kind, whether mandatory or prohibitory.
             Judgment may be entered on the award of the arbitrators in any
             court having competent jurisdiction. 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.



<PAGE>




      7.2    NOTICE. Any notices, requests, demands, or other communications
             provided for by this Agreement shall be in writing and sent by
             registered or certified mail to the Officer at the last address he
             or she has filed in writing with the Employer or, in the case of
             the Employer, at One Energy Plaza, Jackson, Michigan 49201,
             Attention: Corporate Secretary. Notices, requests, demands or other
             communications may also be delivered by messenger, courier service
             or other electronic means and are sufficient if actually received
             by the party for whom it is intended.


ARTICLE 8.        SUCCESSORS AND ASSIGNMENT

      8.1    SUCCESSORS. Any successor (whether direct or indirect, by purchase,
             merger, reorganization, consolidation, acquisition of property or
             stock, liquidation, or otherwise) to the business of CMS Energy
             Corporation or purchaser of all or substantially all of the assets
             of CMS Energy Corporation shall be required to expressly assume and
             agree to perform under this Agreement in the same manner and to the
             same extent that the Employer would be required to perform if no
             such succession had taken place. Failure to obtain such assumption
             and agreement prior to the effectiveness of any such succession or
             asset sale shall entitle the Officer to the Change-in-Control
             Severance Benefits specified in Section 3.2 of this Agreement. The
             effective date of the succession or the sale shall be deemed the
             date of delivery to Officer of the Notice of Termination for
             purposes of administering Section 3.2. Regardless of whether such
             agreement is executed, this Agreement shall be binding upon any
             successor in accordance with the operation of law.

      8.2    ASSIGNMENT BY THE OFFICER. This Agreement shall inure to the
             benefit of and be enforceable by the Officer's personal or legal
             representatives, executors, administrators, successors, heirs,
             distributees, devisees, and legatees. If the Officer dies while any
             amount would still be payable to him or her hereunder had he or she
             continued to live, all such amounts, unless otherwise provided
             herein, shall be paid in accordance with the terms of this
             Agreement to the Officer's Beneficiary. If the Officer has not
             named a Beneficiary, then such amounts shall be paid to the
             Officer's devisee, legatee, or other designee, or if there is no
             such designee, to the Officer's estate.


ARTICLE 9.        MISCELLANEOUS

      9.1    EMPLOYMENT STATUS. The employment of the Officer by the Employer is
             "at will" and may be terminated by either the Officer or the
             Employer at any time, subject to applicable law. Further, Officer
             has no right to be an officer of CMS Energy Corporation or any of
             its Affiliates and serves as an officer entirely at the discretion
             of the Board.

      9.2    ENTIRE AGREEMENT. This Agreement supersedes any prior
             agreements or understandings, oral or written, between the parties
             hereto, with respect to the subject matter hereof, and constitutes
             the entire agreement of the parties with respect thereto. Without
             limiting the generality of the foregoing sentence, this Agreement
             completely supersedes, cancels, voids

<PAGE>




             and renders of no further force and effect any and all employment
             agreements, change in control agreements, and other similar
             agreements, communications, representations, promises, covenants
             and arrangements, whether oral or written, between the Employer and
             Officer and between the Officer and CMS Energy Corporation or any
             of its Affiliates that may have taken place or been executed prior
             to the Effective Date of this Agreement and which may address the
             subject matters contained herein.

      9.3    SEVERABILITY. In the event that any provision or portion of this
             Agreement shall be determined to be invalid or unenforceable for
             any reason, the remaining provisions of this Agreement shall be
             unaffected thereby and shall remain in full force and effect.

      9.4    TAX WITHHOLDING. The Employer may withhold from any benefits
             payable under this Agreement any authorized deductions and all
             federal, state, city, or other taxes as may be required pursuant to
             any law or governmental regulation or ruling.

      9.5    BENEFICIARIES. The Officer may designate one (1) or more persons or
             entities as the primary and/or contingent beneficiaries of any
             amounts to be received under this Agreement. Such designation must
             be in the form of a signed writing on a form provided by the
             Employer. The Officer may make or change such designation at any
             time.

      9.6    PAYMENT OBLIGATION ABSOLUTE. Except as provided in the last
             sentence of this paragraph, the Employer's and CMS Energy
             Corporation's obligations to make the payments and provide the
             benefits to Officer specified herein shall be absolute and
             unconditional, and shall not be affected by any circumstances,
             including, without limitation, any offset, counterclaim,
             recoupment, defense, or other right which the Employer, CMS Energy
             Corporation or any of its Affiliates may have against the Officer
             or anyone else. All amounts payable by the Employer hereunder shall
             be paid without notice or demand. Each and every payment made
             hereunder by the Employer shall be final, but subject to the
             provisions of the next sentence. If the Officer should seek to
             bypass arbitration and litigate about this Agreement or the subject
             matters addressed herein in a state or federal court, Officer
             agrees (i) at least 10 days prior to filing in court to tender back
             to the Employer all cash consideration paid to Officer under this
             Agreement prior thereto and (ii) any payments due Officer under
             this Agreement after said tender shall be suspended until said
             litigation is finally resolved.

             The Officer shall not be obligated to seek other employment in
             mitigation of the amounts payable or arrangements made under any
             provision of this Agreement, and the obtaining of any such other
             employment shall in no event effect any reduction of the Employer's
             obligations to make the payments and arrangements required to be
             made under this Agreement.

      9.7    CONTRACTUAL RIGHTS TO BENEFITS. Subject to approval and
             ratification by the Committee, this Agreement establishes and vests
             in the Officer a contractual right to the benefits to which he or
             she is entitled hereunder. However, nothing herein contained shall
             require or be deemed to require, or prohibit or be deemed to
             prohibit, the Employer to segregate, earmark, or otherwise set
             aside any funds or other assets, in trust or otherwise, to provide
             for any

<PAGE>




             payments to be made or required hereunder.

      9.8    MODIFICATION. This Agreement shall not be varied, altered,
             modified, canceled, changed, or in any way amended except by mutual
             agreement of the parties in a written instrument executed by the
             parties hereto or their legal representatives.

      9.9    COUNTERPARTS. This Agreement may be executed in one (1) or more
             counterparts, each of which shall be deemed to be an original, but
             all of which together will constitute one and the same Agreement.
             Signatures transmitted via facsimile shall be regarded by the
             parties as original signatures.

      9.10   APPLICABLE LAW. This Agreement shall be governed and construed in
             accordance with the laws of the State of Michigan, without regard
             to its conflicts of laws principles.


      IN WITNESS WHEREOF, the parties have executed this Agreement as of this
      ____day of ___________, 2004.


                                     OFFICER:


By: ___________________________      Signature:     ____________________________

Its:  _________________________      Printed Name:  ____________________________

<PAGE>



















                           CHANGE-IN-CONTROL AGREEMENT















                                                                      TIER III



<PAGE>
<Table>
<Caption>


CONTENTS
- -------------------------------------------------------------------------------
<S>                                                                        <C>

Article 1.        Establishment, Term, and Purpose                          1

Article 2.        Definitions                                               2

Article 3.        Severance Benefits                                        8

Article 4.        Other Terminations                                       11

Article 5.        Noncompetition and Confidentiality                       11

Article 6.        Excise Tax Equalization Payment                          13

Article 7.        Dispute Resolution and Notice                            14

Article 8.        Successors and Assignment                                14

Article 9.        Miscellaneous                                            15


</Table>
<PAGE>




                           CHANGE-IN-CONTROL AGREEMENT

      THIS CHANGE-IN-CONTROL AGREEMENT ("Agreement") is made, entered into, and
is effective as of _______ , 2004 (hereinafter referred to as the "Effective
Date"), by and between __________, a Michigan corporation, (hereinafter referred
to as the "Employer") and _____________________ (hereinafter referred to as the
"Executive").

      WHEREAS, the Board of Directors of CMS Energy Corporation has approved
entering into change-in-control agreements with certain key executives as being
necessary and advisable for the success of CMS Energy Corporation;

      WHEREAS, the Executive is currently employed at _________________, by the
Employer in a key management position as Chairman of the Board and Chief
Executive Officer;

      WHEREAS, the Board of Directors of CMS Energy Corporation wants to provide
the Executive with a measure of financial security in the event of a change in
control of CMS Energy Corporation; and

      WHEREAS, both the Employer and the Executive are desirous that any
proposal involving Change in Control as defined in this Agreement will be
considered by the Executive objectively and with reference only to the business
interests of CMS Energy Corporation and its shareholders.

      NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants and agreements of the parties set forth in this Agreement and of other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, intended to be legally bound, agree as
follows:


ARTICLE 1.        ESTABLISHMENT, TERM, AND PURPOSE

      This Agreement will commence on the Effective Date and shall continue in
effect for three (3) full years through March ____, 2007. However, at the end of
such three (3) year period and, if extended, at the end of each additional year
thereafter, the term of this Agreement shall be extended automatically for one
(1) additional year, unless the Committee delivers written notice six (6) months
prior to the end of such term, or extended term, to the Executive, stating that
the Agreement will not be extended. In such case, the Agreement will terminate
at the end of the term, or extended term, then in progress. However, in the
event of a Change in Control (as defined in Section 2.7 herein) of CMS Energy
Corporation, the term of this Agreement shall automatically be extended for two
(2) years from the date of the Change in Control if the current term of the
Agreement has less than two (2) full years remaining until its expiration.
Notwithstanding the foregoing, this Agreement shall automatically terminate and
thereafter be of no force and effect at the same time that the First Amended and
Restated Employment Agreement, dated as of September 1, 2003, between Executive
and CMS Energy Corporation ("Employment Agreement") is terminated pursuant to
its Section 6. If the term of this Agreement is not extended or if the Agreement
is terminated, the Employer is not obligated to pay any severance benefits under
Section 3.2 for a Change in Control that happens after the

<PAGE>




expiration of the term or after the termination of this Agreement.


ARTICLE 2.        DEFINITIONS

      Whenever used in this Agreement, the following terms shall have the
meanings set forth below and, when the meaning is intended, the initial letter
of the word is capitalized.

      2.1     "AFFILIATE" shall have the meaning set forth in Rule 12B-2
              promulgated under Section 12 of the Exchange Act.

      2.2     "BASE SALARY" means the greater of the Executive's full annual
              rate of salary, whether or not any portion thereof is paid on a
              deferred basis, at: (i) the Effective Date of Termination, or (ii)
              at the date of the Change in Control. It does not include any
              incentive compensation in any form, bonuses of any type or any
              other form of monetary or nonmonetary compensation other than
              salary.

      2.3     "BENEFICIAL OWNER" shall have the meaning ascribed to such term in
              Rule 13d-3 of the General Rules and Regulations under the Exchange
              Act.

      2.4     "BENEFICIARY" means the persons or entities designated or deemed
              designated by the Executive pursuant to Section 9.5 herein.

      2.5     "BOARD" means the Board of Directors of CMS Energy Corporation.

      2.6     "CAUSE" shall be determined solely by the Committee in the
              exercise of good faith and reasonable judgment, and shall mean the
              occurrence of any one or more of the following:

              (a)     The willful and continued failure by the Executive to
                      substantially perform his or her duties of employment
                      (other than any such failure resulting from the
                      Executive's Disability), after a written demand for
                      substantial performance is delivered to the Executive that
                      specifically identifies the manner in which the Committee
                      believes that the Executive has not substantially
                      performed his or her duties, and the Executive has failed
                      to remedy the situation within a reasonable period of time
                      specified by the Committee which shall not be less than 30
                      days; or

              (b)     The Executive's arrest for committing an act of fraud,
                      embezzlement, theft, or other act constituting a felony
                      involving moral turpitude; or

              (c)     The willful engaging by the Executive in misconduct
                      materially and demonstrably injurious to CMS Energy
                      Corporation or its Affiliates, monetarily or otherwise.

              However, for purposes of clauses (a) and (c), no act or failure to
              act on the Executive's part shall be considered "willful" unless
              done, or omitted to be done, by the Executive not in good faith
              and without reasonable belief that his or her action or

<PAGE>




              omission was in the best interest of CMS Energy Corporation or
              its Affiliates.

      2.7     "CHANGE IN CONTROL" means a change in control of CMS Energy
              Corporation, and shall be deemed to have occurred upon the first
              to occur of any of the following events:

              (a)     Any Person is or becomes the Beneficial Owner, directly
                      or indirectly, of securities of CMS Energy Corporation
                      (not including in the securities beneficially owned by
                      such Person any securities acquired directly from CMS
                      Energy Corporation or its Affiliates) representing
                      twenty-five percent (25%) or more of the combined voting
                      power of CMS Energy Corporation's then outstanding
                      securities, excluding any Person who becomes such a
                      Beneficial Owner in connection with a transaction
                      described in clause (i) of paragraph (c) below; or

              (b)     The following individuals cease for any reason to
                      constitute a majority of directors then serving:
                      individuals who, on the Effective Date, constitute the
                      Board and any new director (other than a director whose
                      initial assumption of office is in connection with an
                      actual or threatened election contest, including but not
                      limited to a consent solicitation, relating to the
                      election of directors of CMS Energy Corporation) whose
                      appointment or election by the Board or nomination for
                      election by CMS Energy Corporation's stockholders was
                      approved or recommended by a vote of at least two-thirds
                      (2/3) of the directors then still in office who either
                      were directors on the Effective Date or whose appointment,
                      election or nomination for election was previously so
                      approved or recommended; or

              (c)     The consummation of a merger or consolidation of CMS
                      Energy Corporation or any direct or indirect subsidiary of
                      CMS Energy Corporation with any other corporation or other
                      entity, other than: (i) any such merger or consolidation
                      which involves either CMS Energy Corporation or any such
                      subsidiary and would result in the voting securities of
                      CMS Energy Corporation outstanding immediately prior
                      thereto continuing to represent (either by remaining
                      outstanding or by being converted into voting securities
                      of the surviving entity or any parent thereof), in
                      combination with the ownership of any trustee or other
                      fiduciary holding securities under an employee benefit
                      plan of CMS Energy Corporation or its Affiliates, at least
                      sixty percent (60%) of the combined voting power of the
                      voting securities of CMS Energy Corporation or the
                      surviving entity or any parent thereof outstanding
                      immediately after such merger or consolidation and
                      immediately following which the individuals who comprise
                      the Board immediately prior thereto constitute at least a
                      majority of the board of directors of CMS Energy
                      Corporation, the entity surviving such merger or
                      consolidation or, if CMS Energy Corporation or the entity
                      surviving such merger is then a subsidiary, the ultimate
                      parent thereof; or (ii) a merger or consolidation effected
                      to implement a recapitalization of CMS Energy Corporation
                      (or similar transaction) in which no Person is or becomes
                      the Beneficial Owner, directly or indirectly, of
                      securities of CMS Energy Corporation (not including in the
                      securities beneficially owned by such Person any
                      securities acquired directly from CMS

<PAGE>




                      Energy Corporation or its Affiliates) representing
                      twenty-five percent (25%) or more of the combined voting
                      power of CMS Energy Corporation's then outstanding
                      securities; or

              (d)     Either (1) the stockholders of CMS Energy Corporation
                      approve a plan of complete liquidation or dissolution of
                      CMS Energy Corporation, or (2) there is consummated an
                      agreement for the sale, transfer or disposition by CMS
                      Energy Corporation of all or substantially all of CMS
                      Energy Corporation's assets (or any transaction having a
                      similar effect). For purposes of clause (d)(2), (i) the
                      sale, transfer or disposition of a majority of the shares
                      of common stock of Consumers Energy Company shall
                      constitute a sale, transfer or disposition of
                      substantially all of the assets of CMS Energy Corporation
                      and (ii) the sale, transfer or disposition of subsidiaries
                      or affiliates of CMS Energy Corporation, singly or in
                      combinations, or their assets, only qualifies as a Change
                      in Control if it satisfies the substantiality test
                      contained in that clause and the Board of CMS Energy
                      Corporation's determination in that regard is final. In
                      addition, for purposes of clause (d)(2), the sale,
                      transfer or disposition of assets has to be in a
                      transaction or series of transactions closing within six
                      months after the closing of the first transaction in the
                      series, other than with an entity in which at least 60% of
                      the combined voting power of the voting securities is
                      owned by stockholders of CMS Energy Corporation in
                      substantially the same proportions as their ownership of
                      CMS Energy Corporation immediately prior to such
                      transaction or transactions and immediately following
                      which the individuals who comprise the Board immediately
                      prior thereto constitute at least a majority of the board
                      of directors of the entity to which such assets are sold,
                      transferred or disposed or, if such entity is a
                      subsidiary, the ultimate parent thereof.

              Notwithstanding the foregoing clauses (a), (c) and (d), a "Change
              in Control" shall not be deemed to have occurred by virtue of the
              consummation of any transaction or series of integrated
              transactions closing within six months after the closing of the
              first transaction in the series immediately following which the
              record holders of the common stock of CMS Energy Corporation
              immediately prior to such transaction or series of transactions
              continue to have substantially the same proportionate ownership
              in an entity which owns all or substantially all of the assets of
              CMS Energy Corporation immediately following such transaction or
              series of transactions.

        2.8   "CODE" means the United States Internal Revenue Code of 1986, as
              amended, and any successors thereto.

        2.9   "COMMITTEE" means the Organization and Compensation Committee of
              the Board of CMS Energy Corporation or any other committee
              appointed by the Board of CMS Energy Corporation to perform the
              functions of the Organization and Compensation Committee.

        2.10  "DISABILITY" means for all purposes of this Agreement, the
              incapacity of the Executive, due to injury, illness, disease, or
              bodily or mental infirmity, which causes the Executive not to
              engage in the performance of a substantial or material portion of
              the Executive's usual duties of employment associated with such
              Executive's

<PAGE>




               position.  Such Disability shall be determined based on competent
               medical advice.

        2.11   "EFFECTIVE DATE" means the date of this Agreement as specified
               in the opening sentence of this Agreement.

        2.12   "EFFECTIVE DATE OF TERMINATION" means the date on which a
               Qualifying Termination occurs, as provided under Section 2.17
               hereunder, which triggers the payment of Severance Benefits
               hereunder.

        2.13   "EXCHANGE ACT" means the United States Securities Exchange Act of
               1934, as amended.

        2.14   "GOOD REASON" exists only on the date of a Change in Control or
               during the twenty-four (24) months which follow a Change in
               Control and shall mean, without the Executive's express written
               consent, the occurrence of any one or more of the following:

              (a)    The assignment to the Executive of duties materially
                     inconsistent with the Executive's position (including
                     status, offices, titles, and reporting requirements),
                     authority, or responsibilities as in effect on the
                     Effective Date, or any action by the Employer which
                     results in a diminution of the Executive's position,
                     authority, duties, or responsibilities as constituted as
                     of the Effective Date (excluding an isolated,
                     insubstantial, and inadvertent action which is remedied by
                     the Employer promptly after receipt of notice thereof
                     given by the Executive); or

              (b)    Reducing the Executive's Base Salary; or

              (c)    Reducing the Executive's targeted annual incentive
                     opportunity; or

              (d)    Failing to maintain the Executive's participation in a
                     long-term incentive plan in a manner that is consistent
                     with the Executive's position, authority, or
                     responsibilities; or

              (e)    Failing to maintain the Executive's amount of benefits
                     under or relative level of participation in employee
                     benefit or retirement plans, policies, practices, or
                     arrangements of a material nature available to employees of
                     CMS Energy Corporation and its Affiliates and in which the
                     Executive participates as of the Effective Date; or

              (f)    A material breach of this Agreement by the Employer which
                     is not remedied by the Employer within ten (10) business
                     days of receipt of written notice of such breach delivered
                     by the Executive to the Committee; or

              (g)    Any successor company fails or refuses to assume the
                     obligations owed to Executive under this Agreement in their
                     entirety, as required by Section 8.1 hereunder; or

              (h)    The Executive is required to be based at a location in
                     excess of thirty-five (35) miles from the location of the
                     Executive's principal job location or office

<PAGE>



                     immediately prior to a Change in Control except for
                     required travel on the Employer's or CMS Energy
                     Corporation's business to an extent substantially
                     consistent with the Executive's prior business travel
                     obligations; or

              (i)    The Executive ceases being an executive officer of a
                     company (other than by reason of death, Disability or
                     Cause) whose common stock is publicly owned if immediately
                     prior to the Change in Control the Executive was an
                     executive officer of a company whose common stock was
                     publicly owned.

               For purposes of applying clauses (a) through (i) of this
               Agreement, the Executive's Retirement shall not constitute a
               waiver of the Executive's rights with respect to any circumstance
               constituting Good Reason, and the Executive's continued
               employment shall not constitute a waiver of the Executive's
               rights with respect to any circumstance constituting Good Reason
               or constitute Executive's consent to the circumstances
               constituting Good Reason unless Executive has provided express
               written consent to the circumstance that would otherwise
               constitute Good Reason under this Agreement. Finally, for
               purposes of implementing this Agreement, any claim by Executive
               that Good Reason exists shall be presumed to be correct unless
               the Committee determines by clear and convincing evidence that
               Good Reason does not exist, which evidence shall be presented by
               the person disputing the claim that Good Reason exists.

       2.15    "NOTICE OF TERMINATION" shall be provided for a Qualifying
               Termination and shall mean a written notice which shall indicate
               the specific termination provision in this Agreement relied upon,
               and shall set forth in reasonable detail the facts and
               circumstances claimed to provide a basis for termination of the
               Executive's employment under the provision so indicated. The
               notice shall provide a specific date on which a Qualifying
               Termination has occurred and is effective for purposes of this
               Agreement.

       2.16    "PERSON" shall have the meaning ascribed to such term in Section
               3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d)
               thereof, including a "group" as provided in Section 13(d).

       2.17    "QUALIFYING TERMINATION" MEANS:

                (a)   An involuntary termination of the Executive's employment
                      by the Employer on the date of a Change in Control or
                      during the twenty-four (24) months which follow a Change
                      in Control for reasons other than death, Disability,
                      Retirement, or Cause pursuant to a Notice of Termination
                      delivered to the Executive by the Employer; or

                (b)   A voluntary termination by the Executive for Good Reason
                      on the date of a Change in Control or during the
                      twenty-four (24) months which follow a Change in Control
                      pursuant to a Notice of Termination delivered to the
                      Employer by the Executive.

                (c)   A termination for failure of the Executive to comply
                      in material respects with CMS Energy's Code of Conduct
                      and Statement of Ethics Handbook (June

<PAGE>




                      2003 edition) or other corporate policies, as the
                      handbook and those documents may be amended from time to
                      time, does not satisfy the definition of a Qualifying
                      Termination under clauses (a) and (b).

        2.18   "RETIREMENT" shall have the meanings ascribed under the terms of
               the pension plan applicable to Executive and entitled "Pension
               Plan for Employees of Consumers Energy Company," dated September
               1, 2000, as amended, other than under Section 7 thereof, or
               under the successor or replacement of such pension plan if it is
               then no longer in effect.

        2.19   "SERP" shall mean the retirement plan applicable to Executive and
               entitled "Supplemental Executive Retirement Plan for Employees of
               CMS Energy/Consumers Energy Company," dated May 1, 1998, as
               amended, or under the successor or replacement of such retirement
               plan if it is then no longer in effect.

        2.20   "SEVERANCE BENEFITS" means the payment of Change-in-Control
               Severance Benefits as provided in Article 3 herein.


ARTICLE 3. SEVERANCE BENEFITS

      3.1   RIGHT TO CHANGE-IN-CONTROL SEVERANCE BENEFITS.

              (a)     CHANGE-IN-CONTROL SEVERANCE BENEFITS. The Executive shall
                      be entitled to receive from the Employer Change-in-Control
                      Severance Benefits, as described in Section 3.2 herein, if
                      a Qualifying Termination of the Executive's employment
                      satisfying the definitions contained in Section 2.17(a) or
                      (b) has occurred on the date of a Change in Control of CMS
                      Energy Corporation or within twenty-four (24) months
                      immediately following a Change in Control of CMS Energy
                      Corporation. Further, Executive's Retirement under the
                      pension plan and SERP shall not constitute a waiver of the
                      Executive's rights with respect to receipt of
                      Change-in-Control Severance Benefits. Nor shall benefits
                      received for Retirement under the pension plan and SERP
                      (or any replacement or successor plans thereto) be used as
                      an offset to the level of Change-in-Control Severance
                      Benefits owed to Executive.

              (b)     NO SEVERANCE BENEFITS. Other than in a situation involving
                      a Retirement, the Executive shall not be entitled to
                      receive Severance Benefits pursuant to this Agreement if
                      the Executive's employment with the Employer ends for
                      reasons other than a Qualifying Termination.

              (c)     WAIVER AND RELEASE. The Executive's act of accepting
                      payment of Severance Benefits payable under Section 3.2 of
                      this Agreement shall constitute and is deemed an express
                      waiver, release and discharge by Executive of any and all
                      claims for damages or other remedies, regardless of when
                      they arose or when they are discovered, against CMS Energy
                      Corporation and its Affiliates arising out of or in any
                      way connected with Executive's employment relationship
                      with them or the termination of such employment
                      relationship except for claims and

<PAGE>




                     rights of Executive preserved under Section 3.2 of this
                     Agreement and applicable rights to indemnification.

              (d)    NO DUPLICATION OF SEVERANCE BENEFITS. If the Executive
                     receives Change-in-Control Severance Benefits under
                     Section 3.2, any other severance benefits received by
                     employees not covered by this Agreement to which the
                     Executive is entitled will be subtracted from the
                     Severance Benefits paid pursuant to this Agreement.

       3.2    DESCRIPTION OF CHANGE-IN-CONTROL SEVERANCE BENEFITS. In the event
              the Executive becomes entitled to receive Change-in-Control
              Severance Benefits, as provided in Section 3.1(a) herein, the
              Employer shall provide the Executive with the following:

              (a)    A lump-sum amount paid within fifteen (15) calendar days
                     following delivery to the Employer or delivery to the
                     Executive, as applicable, of a Notice of Termination,
                     equal to the sum of the Executive's unpaid Base Salary,
                     accrued vacation pay, unreimbursed business expenses, and
                     unreimbursed allowances owed to the Executive through and
                     including the Effective Date of Termination.

               (b)   A lump-sum amount, paid within fifteen (15) calendar days
                     following delivery to the Employer or delivery to the
                     Executive, as applicable, of a Notice of Termination, equal
                     to two (2) times the sum of the following: (A) the
                     Executive's Base Salary and (B) the greater of the
                     Executive's: (i) annual target bonus opportunity in the
                     year in which the Qualifying Termination occurs or (ii) the
                     actual annual bonus payment paid or due to be paid the
                     Executive in respect of the year prior to the year in which
                     the Qualifying Termination occurs.

               (c)   A lump-sum amount, paid within fifteen (15) calendar days
                     following delivery to the Employer or delivery to the
                     Executive, as applicable, of a Notice of Termination, equal
                     to the Executive's then current target bonus opportunity
                     established under the bonus plan in which the Executive is
                     then participating, for the plan year in which the
                     Qualifying Termination occurs, adjusted on a pro rata basis
                     for the number of days that have elapsed to the Effective
                     Date of Termination during the bonus plan year in which the
                     Qualifying Termination occurs.

               (d)   A lump-sum amount, paid within fifteen (15) calendar days
                     following delivery to the Employer or delivery to the
                     Executive, as applicable, of a Notice of Termination,
                     equal to one (1) times the sum of the following: (A) the
                     Executive's Base Salary and (B) the greater of the
                     Executive's: (i) annual target bonus opportunity in the
                     year in which the Qualifying Termination occurs or (ii)
                     the actual annual bonus payment paid or due to be paid the
                     Executive in respect of the year prior to the year in
                     which the Qualifying Termination occurs. Such amount shall
                     be consideration for the Executive entering into the
                     noncompete agreement as described in Section 5(a).

               (e)   Equivalent payment to Executive in a lump sum amount
                     within forty-five (45) calendar days following delivery of
                     the Notice of Termination for continued

<PAGE>




                     medical coverage for a period of thirty-six (36) months.
                     Such equivalent payment shall be computed based on the
                     same coverage level as in effect for Executive under the
                     general health care plan available to all employees on the
                     Effective Date of Termination by providing a lump sum
                     payment of the Employer's portion of the monthly COBRA
                     premium in effect on the Effective Date of Termination
                     times thirty-six (36). Nothing herein amends or provides
                     Executive any rights to health care coverage other than as
                     provided in the applicable group health care plan. If the
                     Executive has waived coverage under the applicable group
                     health care plan, no equivalent payment shall be made
                     under this Agreement.

               (f)   Immediate extension (as allowable by Section 6.10 of
                     Article VI of the plan entitled "CMS Energy Corporation
                     Performance Incentive Stock Plan," dated December 3, 1999,
                     as amended) by one year after the Effective Date of
                     Termination of the period for Executive to exercise any
                     outstanding stock options or stock appreciation rights
                     granted by the Committee to Executive pursuant to said
                     Article VI. Otherwise, the terms of said plan shall govern
                     and be applied.

               (g)   Immediate vesting and distribution to Executive (as
                     allowable by the second sentence of Section 7.2(h) of
                     Article VII of the plan entitled "CMS Energy Corporation
                     Performance Incentive Stock Plan," dated December 3, 1999,
                     as amended) within forty-five (45) days after delivery of
                     the Notice of Termination of all outstanding shares of
                     restricted stock previously awarded to Executive pursuant
                     to said Article VII. For any award of restricted stock to
                     which there are future performance goals attached, the
                     number of shares distributed to Executive shall assume
                     that the goals have been achieved in full and the award
                     fully earned based on target performance without
                     deductions or additions to the number of shares then held
                     by Executive. For any award of restricted stock that is
                     tenure based, the number of shares distributed to
                     Executive shall assume that all requirements with respect
                     to tenure are satisfied by Executive. Otherwise, the terms
                     of said plan shall govern and be applied.

               (h)   For an Executive included in SERP, the Executive's
                     retirement benefits under the SERP will become fully
                     vested as of the Effective Date of Termination and shall
                     not be subject to further vesting requirements or to any
                     forfeiture provisions. In addition, said Executive shall
                     be provided the following: (i) an additional thirty-six
                     (36) months of Preference Service (as defined in SERP) for
                     purposes of the SERP in accordance with Section III(1) of
                     SERP, subject, however, to the total of Preference Service
                     plus Accredited Service being limited to a maximum of
                     thirty-five (35) years under SERP, and (ii) only the
                     amounts paid to Executive pursuant to clauses (a), (b),
                     (c) and (d) of this Section 3.2 shall be considered a
                     "severance payment under an employment agreement" for
                     purposes of computing Final Executive Pay under SERP.
                     Since the Executive is over the age of 55, the provisions
                     of the last complete paragraph of Section V(3) of SERP
                     shall not be operative. The enhanced SERP benefits under
                     this Section 3.2(h) shall be in lieu of any
                     Change-in-Control enhancements provided for in the SERP.



<PAGE>



               (i)   For purposes of (1) Retirement, (2) SERP and (3) benefits
                     not expressly discussed in clauses (a) through (h) of this
                     Section 3.2, but which are available to the general
                     employee population or available only to officers and
                     implemented with contracts with third parties, the benefit
                     plan descriptions covering all employees and the retirement
                     plan and SERP plan descriptions and contracts with third
                     parties covering officers in place at the time of the
                     Effective Date of Termination control Executive's treatment
                     under those plans and contracts. For any other benefits
                     only available to officers, if those benefits are not
                     expressly discussed in clauses (a) through (h) of this
                     Section 3.2, those benefits are terminated for Executive as
                     of the Effective Date of Termination.


ARTICLE 4.        OTHER TERMINATIONS

      4.1      TERMINATION FOR RETIREMENT. If the Executive's employment with
               the Employer is terminated by reason of his Retirement, the
               Executive's benefits shall be determined in accordance with the
               Employer's retirement and SERP plans, survivor's benefits,
               insurance, and other applicable programs then in effect.

      4.2      TERMINATION FOR CAUSE UNDER THIS AGREEMENT OR PURSUANT TO SECTION
               6 OF THE EMPLOYMENT AGREEMENT OR BY EMPLOYER OR THE EXECUTIVE FOR
               OTHER THAN GOOD REASON. If the Executive's employment is
               terminated either: (a) by the Employer for Cause as defined in
               Section 2.6 of this Agreement; or (b) under the circumstances
               specified in Section 6 of the Employment Agreement, the Employer
               shall pay the Executive the compensation provided in Section 7 of
               the Employment Agreement. The terms of the benefit plan
               descriptions, compensation plan descriptions and contracts with
               third parties covering officers shall control the disposition to
               Executive and timing of all other amounts to which the Executive
               may be entitled, and neither the Employer nor CMS Energy
               Corporation nor any of its Affiliates shall have any further
               obligations to the Executive thereunder as a result of the
               existence of this Agreement. No other severance benefits of any
               type shall be made available to Executive. Notwithstanding the
               above, if the Executive's employment terminates pursuant to this
               Section 4.2, the Executive shall be bound by the provisions
               contained in Article 5(a), 5(b), 5(c), 5(d), and 5(e) hereof.

      4.3      NOTICE OF TERMINATION. Any termination of the Executive's
               employment in accordance with Section 4.2 of this Agreement shall
               be communicated by Notice of Termination delivered to the other
               party, which shall include a specific date on which the
               termination has occurred and is effective.


ARTICLE 5.        NONCOMPETITION AND CONFIDENTIALITY

      During the term of this Agreement and also in the event the Executive
becomes entitled to receive Change-in-Control Severance Benefits as provided in
Section 3.2 herein, the following shall apply:




<PAGE>




              (a)    SECTION 8 OF THE EMPLOYMENT AGREEMENT.  All the provisions
                     of Section 8 of the Employment Agreement shall apply.

              (b)    CONFIDENTIALITY.  In addition to the confidentiality
                     provisions contained in Section 8(c) of the Employment
                     Agreement, the Employer has advised the Executive and the
                     Executive acknowledges that it is the policy of CMS Energy
                     Corporation and its Affiliates to maintain as secret and
                     confidential all Protected Information (as defined below),
                     and that Protected Information has been and will be
                     developed at substantial cost and effort to CMS Energy
                     Corporation and its Affiliates. The Executive shall not at
                     any time, directly or indirectly, divulge, furnish, or make
                     accessible to any person, firm, corporation, association,
                     or other entity (other than as may be required in the
                     regular course of the Executive's employment), nor use in
                     any manner, either during the term of employment or after
                     termination, for any reason, any Protected Information, or
                     cause any such information of CMS Energy Corporation and
                     its Affiliates to enter the public domain.

                     For purposes of this Agreement, "Protected Information"
                     means trade secrets, confidential and proprietary business
                     information of CMS Energy Corporation and its Affiliates
                     and any other information of CMS Energy Corporation and its
                     Affiliates, including, but not limited to, customer lists
                     (including potential customers), sources of supply,
                     processes, plans, materials, pricing information, internal
                     memoranda, marketing plans, internal policies, and products
                     and services which may be developed from time to time by
                     CMS Energy Corporation and its Affiliates and their agents
                     or employees, including the Executive; provided, however,
                     that information that is in the public domain (other than
                     as a result of a breach of this Agreement), approved for
                     release by CMS Energy Corporation or its Affiliates or
                     lawfully obtained from third parties who are not bound by a
                     confidentiality agreement with CMS Energy Corporation or
                     its Affiliates, is not Protected Information.
                     Notwithstanding the foregoing, nothing in this subsection
                     is to be construed as prohibiting Executive from freely
                     providing information to a state or federal agency,
                     legislative body or one of its committees or a court with
                     jurisdiction when Executive is requested or required to do
                     so by such entity.

              (c)    COOPERATION. Executive agrees to fully and unconditionally
                     cooperate with CMS Energy Corporation and its Affiliates
                     and their attorneys in connection with any and all
                     lawsuits, claims, investigations, or similar proceedings
                     that have been or could be asserted at any time arising out
                     of or related in any way to Executive's employment or
                     activities on behalf of CMS Energy Corporation and its
                     Affiliates.

              (d)    NONDISPARAGEMENT. At all times, the Executive agrees not
                     to disparage CMS Energy Corporation or its Affiliates or
                     otherwise make comments harmful to their reputations. While
                     receiving any payments pursuant to this Agreement or the
                     Employment Agreement, Executive further agrees not to
                     testify or act in any capacity as a paid or unpaid expert
                     witness, advisor or consultant on behalf of any person,
                     individual, partnership, firm, corporation or any other
                     person or entity that has or may have any claim, demand,
                     action, suit, cause of action, or

<PAGE>



                     judgment against CMS Energy Corporation or its Affiliates,
                     or from agreeing to do so after the payments under this
                     Agreement have ceased. Further, CMS Energy Corporation and
                     its Affiliates agree not to disparage Executive or
                     otherwise make comments harmful to Executive's reputation.
                     Notwithstanding the foregoing, nothing in this Section
                     prohibits Executive or representatives of CMS Energy
                     Corporation or its Affiliates from testifying truthfully
                     under oath in any judicial, administrative or legislative
                     proceedings or in any arbitration, mediation or other
                     similar proceedings.


ARTICLE 6. EXCISE TAX EQUALIZATION PAYMENT

      6.1    EXCISE TAX EQUALIZATION PAYMENT. In the event that the Executive
             becomes entitled to Severance Benefits or any other payment or
             benefit under this Agreement, or under the Employment Agreement, or
             under any other agreement, plan or arrangement for which Executive
             is eligible with (1) the Employer, (2) any Person whose actions
             result in a Change in Control, or (3) CMS Energy Corporation or any
             of its Affiliates (all of such payments and benefits collectively
             referred to as the "Total Payments"), and if all or any part of the
             Total Payments will be subject to the tax (the "Excise Tax")
             imposed by Sections 280G and 4999 of the Code (or any similar tax
             that may hereafter be imposed), the Employer shall pay to the
             Executive in cash an additional amount (the "Gross-Up Payment")
             such that the net amount retained by the Executive after deduction
             of any Excise Tax upon the Total Payments and any federal, state,
             and local income tax, penalties, interest, and Excise Tax upon the
             Gross-Up Payment provided for by this Section 6.1 (including FICA
             and FUTA), shall be equal to the Total Payments. Such payment shall
             be made by the Employer to the Executive within forty-five (45)
             calendar days following the Effective Date of Termination.

             For purposes of determining the amount of the Gross-Up Payment, the
             Executive shall be deemed to pay federal income taxes at the
             highest marginal rate of federal income taxation in the calendar
             year in which the Gross-Up Payment is to be made, and state and
             local income taxes at the highest marginal rate of taxation in the
             state and locality of the Executive's residence on the Effective
             Date of Termination, net of the maximum reduction in federal income
             taxes which could be obtained from deduction of such state and
             local taxes.

       6.2   SUBSEQUENT RECALCULATION. In the event the Internal Revenue
             Service adjusts the computation under Section 6.1 herein so that
             the Executive did not receive the greatest net benefit, the
             Employer shall reimburse the Executive for the full amount
             necessary to make the Executive whole, plus interest on the
             reimbursed amount at 120% of the rate provided in section
             1274(b)(2)(B) of the Code. In the event that the Excise Tax is
             finally determined to be less than the amount taken into account
             hereunder in calculating the Gross-Up Payment, the Executive shall
             repay the Employer within thirty (30) business days following the
             time that the amount of such reduction in the Excise Tax is finally
             determined, the portion of the Gross-Up Payment attributable to
             such reduction (plus that portion of the Gross-Up Payment
             attributable to the Excise Tax and federal, state and local income
             and employment taxes imposed on the Gross-Up Payment being repaid
             by the Executive) to the extent that such repayment

<PAGE>




             results in a reduction in the Excise Tax and a dollar-for-dollar
             reduction in the Executive's taxable income and wages for purposes
             of federal, state and local income and employment taxes, plus
             interest on the amount of such repayment at 120% of the rate
             provided in section 1274(b)(2)(B) of the Code.


ARTICLE 7. DISPUTE RESOLUTION AND NOTICE

     7.1     DISPUTE RESOLUTION. Any dispute or controversy between the parties
             arising under or in connection with this Agreement shall be settled
             by final and binding arbitration after first being submitted in
             writing to the Committee for attempted resolution. If that does not
             result in mutually agreeable resolution, the arbitration proceeding
             shall be conducted before a single arbitrator selected by the
             parties to be conducted in Jackson, Michigan. The arbitration will
             be conducted in accordance with the rules of the American
             Arbitration Association then in effect and be finished within
             ninety (90) days after the selection of the arbitrator. The
             arbitrator shall not have authority to fashion a remedy that
             includes consequential, exemplary or punitive damages of any type
             whatsoever, and the arbitrator is hereby prohibited from awarding
             injunctive relief of any kind, whether mandatory or prohibitory.
             Judgment may be entered on the award of the arbitrators in any
             court having competent jurisdiction. 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.

      7.2    NOTICE. Any notices, requests, demands, or other communications
             provided for by this Agreement shall be in writing and sent by
             registered or certified mail to the Executive at the last address
             he or she has filed in writing with the Employer or, in the case of
             the Employer, at One Energy Plaza, Jackson, Michigan 49201,
             Attention: Corporate Secretary. Notices, requests, demands or other
             communications may also be delivered by messenger, courier service
             or other electronic means and are sufficient if actually received
             by the party for whom it is intended.


ARTICLE 8. SUCCESSORS AND ASSIGNMENT

       8.1   SUCCESSORS. Any successor (whether direct or indirect, by
             purchase, merger, reorganization, consolidation, acquisition of
             property or stock, liquidation, or otherwise) to the business of
             CMS Energy Corporation or purchaser of all or substantially all of
             the assets of CMS Energy Corporation shall be required to expressly
             assume and agree to perform under this Agreement in the same manner
             and to the same extent that the Employer would be required to
             perform if no such succession had taken place. Failure to obtain
             such assumption and agreement prior to the effectiveness of any
             such succession or asset sale shall entitle the Executive to the
             Change-in-Control Severance Benefits specified in Section 3.2 of
             this Agreement. The effective date of the succession or the sale
             shall be deemed the date of delivery to Executive of the Notice of
             Termination for purposes of administering Section 3.2. Regardless
             of whether such agreement is executed, this Agreement shall be
             binding

<PAGE>




             upon any successor in accordance with the operation of law.

      8.2    ASSIGNMENT BY THE EXECUTIVE. This Agreement shall inure to the
             benefit of and be enforceable by the Executive's personal or legal
             representatives, executors, administrators, successors, heirs,
             distributees, devisees, and legatees. If the Executive dies while
             any amount would still be payable to him or her hereunder had he or
             she continued to live, all such amounts, unless otherwise provided
             herein, shall be paid in accordance with the terms of this
             Agreement to the Executive's Beneficiary. If the Executive has not
             named a Beneficiary, then such amounts shall be paid to the
             Executive's devisee, legatee, or other designee, or if there is no
             such designee, to the Executive's estate.


ARTICLE 9. MISCELLANEOUS

      9.1    EMPLOYMENT STATUS. The employment of the Executive by the Employer
             is "at will" and may be terminated by either the Executive or the
             Employer at any time, subject to applicable law. Further, Executive
             has no right to be an officer of CMS Energy Corporation or any of
             its Affiliates and serves as an officer entirely at the discretion
             of the Board.

      9.2    ENTIRE AGREEMENT. This Agreement supersedes any prior agreements or
             understandings, oral or written, between the parties hereto, with
             respect to the subject matter hereof, and constitutes the entire
             agreement of the parties with respect thereto. Without limiting the
             generality of the foregoing sentence, and except for the Employment
             Agreement which remains in full force and effect unless expressly
             modified or amended herein, this Agreement completely supersedes,
             cancels, voids and renders of no further force and effect any and
             all other employment agreements, change in control agreements, and
             other similar agreements, communications, representations,
             promises, covenants and arrangements, whether oral or written,
             between the Employer and Executive and between the Executive and
             CMS Energy Corporation or any of its Affiliates that may have taken
             place or been executed prior to the Effective Date of this
             Agreement and which may address the subject matters contained
             herein. Executive expressly agrees that only the first two
             sentences of Section 9 of the Employment Agreement shall survive
             the execution of this Agreement and the balance of Section 9 after
             those first two sentences is superseded in its entirety by this
             Agreement and no longer has any legal force and effect whatsoever.
             Executive forever releases the Employer, CMS Energy Corporation,
             and its affiliates from the duty to comply with the superseded
             provisions of Section 9.

      9.3    SEVERABILITY. In the event that any provision or portion of this
             Agreement shall be determined to be invalid or unenforceable for
             any reason, the remaining provisions of this Agreement shall be
             unaffected thereby and shall remain in full force and effect.

      9.4    TAX WITHHOLDING. The Employer may withhold from any benefits
             payable under this Agreement any authorized deductions and all
             federal, state, city, or other taxes as may be required pursuant to
             any law or governmental regulation or ruling.



<PAGE>




      9.5    BENEFICIARIES. The Executive may designate one (1) or more persons
             or entities as the primary and/or contingent beneficiaries of any
             amounts to be received under this Agreement. Such designation must
             be in the form of a signed writing on a form provided by the
             Employer. The Executive may make or change such designation at any
             time.

      9.6    PAYMENT OBLIGATION ABSOLUTE. Except as provided in the last
             sentence of this paragraph, the Employer's and CMS Energy
             Corporation's obligations to make the payments and provide the
             benefits to Executive specified herein shall be absolute and
             unconditional, and shall not be affected by any circumstances,
             including, without limitation, any offset, counterclaim,
             recoupment, defense, or other right which the Employer, CMS Energy
             Corporation or any of its Affiliates may have against the Executive
             or anyone else. All amounts payable by the Employer hereunder shall
             be paid without notice or demand. Each and every payment made
             hereunder by the Employer shall be final, but subject to the
             provisions of the next sentence. If the Executive should seek to
             bypass arbitration and litigate about this Agreement or the subject
             matters addressed herein in a state or federal court, Executive
             agrees (i) at least 10 days prior to filing in court to tender back
             to the Employer all cash consideration paid to Executive under this
             Agreement and the Employment Agreement prior thereto and (ii) any
             payments due Executive under this Agreement and the Employment
             Agreement after said tender shall be suspended until said
             litigation is finally resolved.

             The Executive shall not be obligated to seek other employment in
             mitigation of the amounts payable or arrangements made under any
             provision of this Agreement, and the obtaining of any such other
             employment shall in no event effect any reduction of the Employer's
             obligations to make the payments and arrangements required to be
             made under this Agreement and the Employment Agreement.

      9.7    CONTRACTUAL RIGHTS TO BENEFITS. Subject to approval and
             ratification by the Committee, this Agreement establishes and vests
             in the Executive a contractual right to the benefits to which he or
             she is entitled hereunder. However, nothing herein contained shall
             require or be deemed to require, or prohibit or be deemed to
             prohibit, the Employer to segregate, earmark, or otherwise set
             aside any funds or other assets, in trust or otherwise, to provide
             for any payments to be made or required hereunder.

      9.8    MODIFICATION. This Agreement shall not be varied, altered,
             modified, canceled, changed, or in any way amended except by mutual
             agreement of the parties in a written instrument executed by the
             parties hereto or their legal representatives.

      9.9    COUNTERPARTS. This Agreement may be executed in one (1) or more
             counterparts, each of which shall be deemed to be an original, but
             all of which together will constitute one and the same Agreement.
             Signatures transmitted via facsimile shall be regarded by the
             parties as original signatures.

      9.10   APPLICABLE LAW. This Agreement shall be governed and construed in
             accordance with the laws of the State of Michigan, without regard
             to its conflicts of laws principles.






<PAGE>


      IN WITNESS WHEREOF, the parties have executed this Agreement as of
this________ day of _________, 2004.



                                    EXECUTIVE:

By: ___________________________     Signature:     ____________________________

Its:  _________________________     Printed Name:  ____________________________





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.(A)
<SEQUENCE>4
<FILENAME>k87244exv31wxay.txt
<DESCRIPTION>CMS ENERGY CORPORATION'S CERTIFICATION OF CEO TO SECTION 302
<TEXT>
<PAGE>

                                                                 Exhibit (31)(a)

                        CERTIFICATION OF KENNETH WHIPPLE

I, Kenneth Whipple, certify that:

      1.    I have reviewed this quarterly report on Form 10-Q of CMS Energy
            Corporation;

      2.    Based on my knowledge, this report does not contain any untrue
            statement of a material fact or omit to state a material fact
            necessary to make the statements made, in light of the circumstances
            under which such statements were made, not misleading with respect
            to the period covered by this report;

      3.    Based on my knowledge, the financial statements, and other financial
            information included in this report, fairly present in all material
            respects the financial condition, results of operations and cash
            flows of the registrant as of, and for, the periods presented in
            this report;

      4.    The registrant's other certifying officer(s) and I are responsible
            for establishing and maintaining disclosure controls and procedures
            (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
            registrant and have:

                  a) Designed such disclosure controls and procedures, or caused
            such disclosure controls and procedures to be designed under our
            supervision, to ensure that material information relating to the
            registrant, including its consolidated subsidiaries, is made known
            to us by others within those entities, particularly during the
            period in which this report is being prepared;

                  b) Evaluated the effectiveness of the registrant's disclosure
            controls and procedures and presented in this report our conclusions
            about the effectiveness of the disclosure controls and procedures,
            as of the end of the period covered by this report based on such
            evaluation; and

                  c) Disclosed in this report any change in the registrant's
            internal control over financial reporting that occurred during the
            registrant's most recent fiscal quarter (the registrant's fourth
            fiscal quarter in the case of an annual report) that has materially
            affected, or is reasonably likely to materially affect, the
            registrant's internal control over financial reporting; and

      5.    The registrant's other certifying officer(s) and I have disclosed,
            based on our most recent evaluation of internal control over
            financial reporting, to the registrant's auditors and the audit
            committee of registrant's board of directors (or persons performing
            the equivalent functions):

                  a) All significant deficiencies and material weaknesses in the
            design or operation of internal control over financial reporting
            which are reasonably likely to adversely affect the registrant's
            ability to record, process, summarize and report financial
            information; and

                  b) Any fraud, whether or not material, that involves
            management or other employees who have a significant role in the
            registrant's internal control over financial reporting.

Dated: August 5, 2004                  By:         /s/ Kenneth Whipple
                                          --------------------------------------
                                                     Kenneth Whipple
                                                Chairman of the Board and
                                                 Chief Executive Officer


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.(B)
<SEQUENCE>5
<FILENAME>k87244exv31wxby.txt
<DESCRIPTION>CMS ENERGY CORPORATION'S CERTIFICATION OF CFO TO SECTION 302
<TEXT>
<PAGE>

                                                                 Exhibit (31)(b)

                         CERTIFICATION OF THOMAS J. WEBB

I, Thomas J. Webb, certify that:

      1.    I have reviewed this quarterly report on Form 10-Q of CMS Energy
            Corporation;

      2.    Based on my knowledge, this report does not contain any untrue
            statement of a material fact or omit to state a material fact
            necessary to make the statements made, in light of the circumstances
            under which such statements were made, not misleading with respect
            to the period covered by this report;

      3.    Based on my knowledge, the financial statements, and other financial
            information included in this report, fairly present in all material
            respects the financial condition, results of operations and cash
            flows of the registrant as of, and for, the periods presented in
            this report;

      4.    The registrant's other certifying officer(s) and I are responsible
            for establishing and maintaining disclosure controls and procedures
            (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
            registrant and have:

                  a) Designed such disclosure controls and procedures, or caused
            such disclosure controls and procedures to be designed under our
            supervision, to ensure that material information relating to the
            registrant, including its consolidated subsidiaries, is made known
            to us by others within those entities, particularly during the
            period in which this report is being prepared;

                  b) Evaluated the effectiveness of the registrant's disclosure
            controls and procedures and presented in this report our conclusions
            about the effectiveness of the disclosure controls and procedures,
            as of the end of the period covered by this report based on such
            evaluation; and

                  c) Disclosed in this report any change in the registrant's
            internal control over financial reporting that occurred during the
            registrant's most recent fiscal quarter (the registrant's fourth
            fiscal quarter in the case of an annual report) that has materially
            affected, or is reasonably likely to materially affect, the
            registrant's internal control over financial reporting; and

      5.    The registrant's other certifying officer(s) and I have disclosed,
            based on our most recent evaluation of internal control over
            financial reporting, to the registrant's auditors and the audit
            committee of registrant's board of directors (or persons performing
            the equivalent functions):

                  a) All significant deficiencies and material weaknesses in the
            design or operation of internal control over financial reporting
            which are reasonably likely to adversely affect the registrant's
            ability to record, process, summarize and report financial
            information; and

                  b) Any fraud, whether or not material, that involves
            management or other employees who have a significant role in the
            registrant's internal control over financial reporting.

Dated: August 5, 2004                  By:        /s/ Thomas J. Webb
                                          --------------------------------------
                                                     Thomas J. Webb
                                              Executive Vice President and
                                                Chief Financial Officer


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.(C)
<SEQUENCE>6
<FILENAME>k87244exv31wxcy.txt
<DESCRIPTION>CONSUMERS ENERGY COMPANY'S CERTIFICATION OF CEO TO SECTION 302
<TEXT>
<PAGE>

                                                                 Exhibit (31)(c)

                        CERTIFICATION OF KENNETH WHIPPLE

I, Kenneth Whipple, certify that:

      1.    I have reviewed this quarterly report on Form 10-Q of Consumers
            Energy Company;

      2.    Based on my knowledge, this report does not contain any untrue
            statement of a material fact or omit to state a material fact
            necessary to make the statements made, in light of the circumstances
            under which such statements were made, not misleading with respect
            to the period covered by this report;

      3.    Based on my knowledge, the financial statements, and other financial
            information included in this report, fairly present in all material
            respects the financial condition, results of operations and cash
            flows of the registrant as of, and for, the periods presented in
            this report;

      4.    The registrant's other certifying officer(s) and I are responsible
            for establishing and maintaining disclosure controls and procedures
            (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
            registrant and have:

                  a) Designed such disclosure controls and procedures, or caused
            such disclosure controls and procedures to be designed under our
            supervision, to ensure that material information relating to the
            registrant, including its consolidated subsidiaries, is made known
            to us by others within those entities, particularly during the
            period in which this report is being prepared;

                  b) Evaluated the effectiveness of the registrant's disclosure
            controls and procedures and presented in this report our conclusions
            about the effectiveness of the disclosure controls and procedures,
            as of the end of the period covered by this report based on such
            evaluation; and

                  c) Disclosed in this report any change in the registrant's
            internal control over financial reporting that occurred during the
            registrant's most recent fiscal quarter (the registrant's fourth
            fiscal quarter in the case of an annual report) that has materially
            affected, or is reasonably likely to materially affect, the
            registrant's internal control over financial reporting; and

      5.    The registrant's other certifying officer(s) and I have disclosed,
            based on our most recent evaluation of internal control over
            financial reporting, to the registrant's auditors and the audit
            committee of registrant's board of directors (or persons performing
            the equivalent functions):

                  a) All significant deficiencies and material weaknesses in the
            design or operation of internal control over financial reporting
            which are reasonably likely to adversely affect the registrant's
            ability to record, process, summarize and report financial
            information; and

                  b) Any fraud, whether or not material, that involves
            management or other employees who have a significant role in the
            registrant's internal control over financial reporting.

Dated: August 5, 2004                  By:         /s/ Kenneth Whipple
                                          --------------------------------------
                                                    Kenneth Whipple
                                                Chairman of the Board and
                                                 Chief Executive Officer


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.(D)
<SEQUENCE>7
<FILENAME>k87244exv31wxdy.txt
<DESCRIPTION>CONSUMERS ENERGY COMPANY'S CERTIFICATION OF CFO TO SECTION 302
<TEXT>
<PAGE>

                                                                 Exhibit (31)(d)

                         CERTIFICATION OF THOMAS J. WEBB

I, Thomas J. Webb, certify that:

      1.    I have reviewed this quarterly report on Form 10-Q of Consumers
            Energy Company;

      2.    Based on my knowledge, this report does not contain any untrue
            statement of a material fact or omit to state a material fact
            necessary to make the statements made, in light of the circumstances
            under which such statements were made, not misleading with respect
            to the period covered by this report;

      3.    Based on my knowledge, the financial statements, and other financial
            information included in this report, fairly present in all material
            respects the financial condition, results of operations and cash
            flows of the registrant as of, and for, the periods presented in
            this report;

      4.    The registrant's other certifying officer(s) and I are responsible
            for establishing and maintaining disclosure controls and procedures
            (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
            registrant and have:

                  a) Designed such disclosure controls and procedures, or caused
            such disclosure controls and procedures to be designed under our
            supervision, to ensure that material information relating to the
            registrant, including its consolidated subsidiaries, is made known
            to us by others within those entities, particularly during the
            period in which this report is being prepared;

                  b) Evaluated the effectiveness of the registrant's disclosure
            controls and procedures and presented in this report our conclusions
            about the effectiveness of the disclosure controls and procedures,
            as of the end of the period covered by this report based on such
            evaluation; and

                  c) Disclosed in this report any change in the registrant's
            internal control over financial reporting that occurred during the
            registrant's most recent fiscal quarter (the registrant's fourth
            fiscal quarter in the case of an annual report) that has materially
            affected, or is reasonably likely to materially affect, the
            registrant's internal control over financial reporting; and

      5.    The registrant's other certifying officer(s) and I have disclosed,
            based on our most recent evaluation of internal control over
            financial reporting, to the registrant's auditors and the audit
            committee of registrant's board of directors (or persons performing
            the equivalent functions):

                  a) All significant deficiencies and material weaknesses in the
            design or operation of internal control over financial reporting
            which are reasonably likely to adversely affect the registrant's
            ability to record, process, summarize and report financial
            information; and

                  b) Any fraud, whether or not material, that involves
            management or other employees who have a significant role in the
            registrant's internal control over financial reporting.

Dated: August 5, 2004                  By:         /s/ Thomas J. Webb
                                          --------------------------------------
                                                     Thomas J. Webb
                                              Executive Vice President and
                                                Chief Financial Officer

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32.(A)
<SEQUENCE>8
<FILENAME>k87244exv32wxay.txt
<DESCRIPTION>CMS ENERGY CORPORATION'S CERTIFICATIONS PURSUANT TO SECTION 906
<TEXT>
<PAGE>
                                                                 Exhibit (32)(a)

                    CERTIFICATION OF CEO AND CFO PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of CMS Energy Corporation
(the "Company") for the quarterly period ended June 30, 2004 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), Kenneth
Whipple, as Chairman of the Board and Chief Executive Officer of the Company,
and Thomas J. Webb, as Executive Vice President and Chief Financial Officer of
the Company, each hereby certifies, pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the
best of his knowledge:

      (1) The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

      (2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.

   /s/ Kenneth Whipple
- ---------------------------------------
Name:  Kenneth Whipple
Title: Chairman of the Board and
       Chief Executive Officer
Date:  August 5, 2004

   /s/ Thomas J. Webb
- ---------------------------------------
Name:  Thomas J. Webb
Title: Executive Vice President and
       Chief Financial Officer
Date:  August 5, 2004


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32.(B)
<SEQUENCE>9
<FILENAME>k87244exv32wxby.txt
<DESCRIPTION>CONSUMERS ENERGY COMPANY'S CERTIFICATIONS PURSUANT TO SECTION 906
<TEXT>
<PAGE>

                                                                 Exhibit (32)(b)

                    CERTIFICATION OF CEO AND CFO PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Consumers Energy Company
(the "Company") for the quarterly period ended June 30, 2004 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), Kenneth
Whipple, as Chairman of the Board and Chief Executive Officer of the Company,
and Thomas J. Webb, as Executive Vice President and Chief Financial Officer of
the Company, each hereby certifies, pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the
best of his knowledge:

      (1) The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

      (2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.

   /s/ Kenneth Whipple
- ---------------------------------------
Name:  Kenneth Whipple
Title: Chairman of the Board and
       Chief Executive Officer
Date:  August 5, 2004

   /s/ Thomas J. Webb
- ---------------------------------------
Name:  Thomas J. Webb
Title: Executive Vice President and
       Chief Financial Officer
Date:  August 5, 2004

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
