<DOCUMENT>
<TYPE>EX-10.(X)
<SEQUENCE>11
<FILENAME>k91832exv10wxxy.txt
<DESCRIPTION>ANNUAL EMPLOYEE INCENTIVE COMPENSATION PLAN FOR CMS ENERGY CORP.
<TEXT>
<PAGE>
                                                                   EXHIBIT 10(X)



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





Effective January 1, 2004
Approved by Committee on February 27, 2004



                                       1
<PAGE>



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



I.       GENERAL PROVISIONS

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


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

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

         1.2      EFFECTIVE DATE. The initial effective date of the Plan is
                  January 1, 2004. The Plan as described herein, is amended and
                  restated effective January 1, 2004.

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

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

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

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

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

                  (e)      "Company" means CMS Energy Corporation.

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

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

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

                  (i)      "EIC Plan" means the Annual Employee Incentive
                           Compensation Plan for CMS Energy Corporation and Its
                           Subsidiaries, as effective January 1, 2004 and any
                           amendments thereto.


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<PAGE>

                  (j)      "Employee" means a regular fulltime or part time
                           employee of the Company or a Subsidiary in the salary
                           grades specified in the table contained in Article
                           III of the EIC Plan.

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

                  (l)      "Leave of Absence" for purposes of this EIC Plan
                           means a leave of absence that has been approved by
                           the Company or a Subsidiary.

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

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

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

                  (p)      "Plan Administrator" means the Sr. Vice President -
                           Human Resources of CMS Energy, under the general
                           direction of the Outside Directors on the Committee.

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

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

         1.4      ELIGIBILITY. Regular non-union U.S. employees who do not
                  participate in a broad based incentive plan contingent upon
                  objectives and performance unique to the employees'
                  subsidiary, affiliate, site and/or business unit, are eligible
                  for participation in the EIC Plan.


         1.5      ADMINISTRATION OF THE PLAN.

                  (a)      The EIC Plan is administered by the Sr. Vice
                           President - Human Resources of CMS Energy under the
                           general direction of the Outside Directors who are
                           members of the Committee.

                  (b)      The Committee, no later than March 31st of the
                           Performance Year, will approve performance goals for
                           the Performance Year.

                  (c)      The Committee, no later than March 31st of the
                           calendar year following the Performance Year, will
                           review for approval proposed Annual Awards for all
                           EIC Plan participants, as recommended by the Chairman
                           and CEO of the Company. All proposed Annual Awards
                           are subject to approval of the Committee. Before the
                           payment of any Annual Awards, the Committee will
                           certify in writing that the performance goals were in
                           fact satisfied in accordance with Code Section
                           162(m).

                  (d)      The Committee reserves the right to modify the
                           performance goals with respect to unforeseeable
                           circumstances or otherwise exercise discretion with
                           respect to proposed

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<PAGE>

                           Annual Awards as it deems necessary to maintain the
                           spirit and intent of the EIC Plan. The Committee also
                           reserves the right in its discretion to not pay
                           Annual Awards for a Performance Year. All
                           discretionary decisions of the Committee are final.

II.      CORPORATE PERFORMANCE GOALS

         2.1      IN GENERAL. The composite Plan Performance Factor will depend
                  on corporate performance in two areas: (1) the ongoing net
                  income per outstanding CMS Energy share (EPS); and (2) the
                  Corporate Free Cash Flow of CMS Energy (CFCF). There will be
                  no payout under the Plan unless a composite Plan Performance
                  Factor of at least 75% is achieved. Each Component as well as
                  the composite Plan Performance Factor to be used for payouts
                  will be capped at a maximum of 200%. A table containing the
                  composite Plan Performance Factors shall be created by the
                  Committee for each Performance Year. The table for Performance
                  Year 2004 is set forth below.

                  (a)      EPS COMPONENT. EPS performance shall constitute 40%
                           of the composite Plan Performance Factor. The 100%
                           EPS goal for the 2004 performance year is $.85 per
                           share, and the EPS component shall increase or
                           decrease by 25% for each $.05 per share change in
                           performance. (Mathematical extrapolation shall be
                           used for actual results not shown in the table.)
                           There will be no payout under the plan unless at
                           least $.80 per share is achieved (regardless of CFCF
                           performance).

                  (b)      CFCF COMPONENT. CFCF performance shall constitute 60%
                           of composite Plan Performance Factor. The 100% CFCF
                           goal for the 2004 performance year is $(100) million,
                           and the CFCF component shall increase or decrease by
                           25% for each $50 million change in performance.
                           (Mathematical extrapolation shall be used for actual
                           results not shown in the table.)


             COMPOSITE PERFORMANCE FACTORS FOR 2004 PERFORMANCE YEAR

<Table>
<Caption>
              CFCF
           COMPONENT
           (MILLIONS)               $(150)       $(100)       $(50)         $ 0         $50         $100
           ----------               ------       ------       ------       -----        -----      ------
           EPS
           COMPONENT
           ----------               ------       ------       ------       -----        -----      ------
           <S>                      <C>          <C>          <C>          <C>          <C>        <C>
            $ .80
                                       75%          90%         105%        120%        135%        150%
            $ .85
                                       85%         100%         115%        130%        145%        160%
            $ .90
                                       95%         110%         125%        140%        155%        170%
            $ .95
                                      105%         120%         135%        150%        165%        180%
            $1.00
                                      115%         130%         145%        160%        175%        190%
            $1.05
                                      125%         140%         155%        170%        185%        200%
</Table>

         Notes: Mathematical extrapolation shall be used for actual results not
         shown in the table.
         Target Award is Bolded 100% and Maximum Award is Bolded 200%




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<PAGE>
III.     ANNUAL AWARD FORMULA

         3.1      ANNUAL AWARDS. Annual Awards for each eligible EIC Plan
                  participant will be based upon a standard award as set forth
                  in the table below. The total amount of an EIC participant
                  Annual Award shall be computed according to the annual award
                  formula set forth in Section 3.2.

<TABLE>
<CAPTION>
                                                                 YEAR           FULLTIME       PART TIME
                                                                  END           STANDARD        STANDARD
                                                                SALARY           AWARD           AWARD
                                              POSITION          GRADE            AMOUNT          AMOUNT
                                              --------          -----           --------       ----------
                       <S>                                      <C>             <C>            <C>
                       Sr. Consultants & Equivalent              8-10/C          $1,000          $   500
                       Consultants & Equivalent                  5-7/B           $  750          $   375
                       Advisors & Equivalent                     1-4/A           $  625          $312.50
                              All Non-exempt Employees          various          $  500          $   250
</TABLE>


         3.2      Annual Awards for EIC participants will be calculated and made
                  as follows:

       INDIVIDUAL AWARD = STANDARD AWARD AMOUNT TIMES PERFORMANCE FACTOR %

IV.      PAYMENT OF ANNUAL AWARDS

         4.1      CASH ANNUAL AWARD. All Annual Awards for a Performance Year
                  will be paid in cash no later than March 31st of the calendar
                  year following the Performance Year provided that they first
                  have been reviewed and approved by the Committee. The amounts
                  required by law to be withheld for income and employment taxes
                  will be deducted from the Annual Award payments. All Annual
                  Awards become the obligation of the company on whose payroll
                  the Employee is enrolled at the time the Committee makes the
                  Annual Award.


         4.2      PAYMENT IN THE EVENT OF DEATH.

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

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

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

V.       CHANGE OF STATUS

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


                                       5
<PAGE>

         5.1      PRO-RATA ANNUAL AWARDS. A new EIC participant, hired during
                  the Performance Year will receive a pro rata Annual Award
                  based on the percentage of the Performance Year in which the
                  employee is employed.

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

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

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

VI.      MISCELLANEOUS

         6.1      IMPACT ON BENEFIT PLANS. Payments made under the Plan will be
                  not be considered as earnings for purposes of the Employees'
                  Savings Plan, Pension Plan, or other employee benefit
                  programs.

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

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

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

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

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