CMS ENERGY CORP, S-8, 1995-08-04

CMS ENERGY CORP
S-8, 1995-08-04
ELECTRIC & OTHER SERVICES COMBINED

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<PAGE>

As filed with the Securities and Exchange Commission
on August 4, 1995
Registration No. 33-

__________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
______________________
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
______________________
CMS ENERGY CORPORATION
(Exact name of registrant as specified in its charter)

Michigan 38-2726431
(State or other jurisdiction of
I.R.S. Employer Identification No.)
incorporation or organization)
Fairlane Plaza South, Suite 1100
330 Town Center Drive
Dearborn, Michigan 48126
(Address, including ZIP code, and telephone number, including area code,
of registrant's principal executive offices)

CMS ENERGY CORPORATION
PERFORMANCE INCENTIVE STOCK PLAN AND EMPLOYEES' SAVINGS AND
INCENTIVE PLAN OF CONSUMERS POWER COMPANY
(Full title of plan)

ALAN M. WRIGHT Copy to:
Senior Vice President and DENISE M. STURDY, ESQ.
Chief Financial Officer CMS Energy Corporation
Fairlane Plaza South, Suite 1100 Fairlane Plaza South, Suite 1100
300 Town Center Drive 330 Town Center Drive
Dearborn, Michigan 48126 Dearborn, Michigan 48126
(313) 436-9560 (313) 436-9602
(Name, address, including ZIP code, and
telephone number, including area code,
of agent for service)

<TABLE>

CALCULATION OF REGISTRATION FEE
<CAPTION>
______________________________________________________________________________________________________________________
Proposed Proposed
Title of securities Amount to be maximum offering maximum aggregate Amount of
to be registered registered price per share (1) offering price (1) registration fee
______________________________________________________________________________________________________________________
<S> <C> <C> <C> <C>
Class G Common Stock, 2,000,000 $17.875 $35,750,000 $12,328
No par value (for the Performance
Incentive Stock Plan (the
"Performance Plan.")

Class G Common Stock, 2,000,000(2) $17.875 $35,750,000 $12,328
No par value (for the Employee
Savings and Incentive Plan (the
"Savings Plan.")

Interests in the Employees' (3) (3) (3)
Savings and Incentive Plan
Class G Common Stock,
no par value (3)
______________________________________________________________________________________________________________________
<FN>
(1) Estimated solely for the purpose of calculating the registration fee and, pursuant to Rule 457(c) and Rule 457(h)
of the Securities Act of 1933, based upon the average of the high and low sale prices of the Class G Common Stock,
no par value per share, of CMS Energy Corporation, on the New York Stock Exchange on July 28, 1995.

(2) The maximum number of Class G Common Stock shares that will be issued under this Registration Statement through
the Savings Plan is 2,000,000.

(3) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an
indeterminate amount of interests to be offered or sold pursuant to the Employees' Savings and Incentive Plan
described herein.
</TABLE>

<PAGE>

PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents By Reference

The following documents, which have heretofore been filed by CMS
Energy Corporation (the "Company") with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:

(1) The Company's Annual Report on Form 10-K for the year ended
December 31, 1994.

(2) The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1995.

(3) The Company's Current Reports on Form 8-K dated January 10,
1995 and February 2, 1995.

(4) The Employees' Savings and Incentive Plan of Consumers Power
Company's Annual Report on Form 11-K for the year ended
December 31, 1994.

All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act subsequent to the date
of this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or
which deregisters all securities then remaining unsold, shall be deemed to
be incorporated by reference in the Registration Statement and to be a
part hereof from the date of filing of such documents.

Item 4. Description of Securities

The Articles of Incorporation of CMS Energy ("Articles of
Incorporation") authorize 320 million shares of capital stock, of which 10
million are shares of preferred stock, $.01 par value ("Preferred Stock"),
60 million are shares of common stock, no par value, designated as Class G
Common Stock ("Class G Common Stock"), and 250 million are shares of
common stock, par value $.01 per share, designated as CMS Energy Common
Stock ("CMS Energy Common Stock"). As of August 1, 1995, there were no
shares of Preferred Stock issued or outstanding, and 7,006,924 shares of
Class G Common Stock and 96,369,330 shares of CMS Energy Common Stock were
issued and outstanding.

The holders of Class G Common Stock vote with the holders of CMS
Energy Common Stock as a single class, except on matters which would be
required by law or the Articles of Incorporation to be voted on by class.
The Class G Common Stock has one vote per share. The holders of Class G
Common Stock have no preemptive rights or any other rights to convert
their shares into any other securities of the Company. Upon liquidation
or dissolution of CMS Energy, each outstanding share of CMS Energy Common
Stock and Class G Common Stock will entitle its holder to a share of the
assets of CMS Energy remaining for distribution to holders of all classes
of Common Stock equal to the amount determined by dividing the total
amount remaining for distribution with the total number of shares of CMS
Energy Common Stock and Class G Common Stock then outstanding. The
Company may exchange the Class G Common Stock for a proportionate number
of shares of a subsidiary that holds all the assets and liabilities
attributed to the Consumers Gas Group, and no other assets and
liabilities. In the event of the disposition of all or substantially all
of the properties and assets attributed to the Consumers Gas Group to
another person, CMS Energy is required to exchange shares of CMS Energy
Common Stock for each outstanding share of Class G Common Stock at a 10%
premium. CMS Energy may also, in the sole discretion of the Board of
Directors, at any time exchange shares of CMS Energy Common Stock for each
outstanding share of Class G Common Stock at a 15% premium.

The Class G Common Stock is intended to reflect the separate
performance of the Consumers Gas Group. Dividends on the Class G Common
Stock are paid at the discretion of the Board of Directors based primarily
upon the earnings and financial condition of the Consumers Gas Group, and,
to a lesser extent, the Company as a whole. Subject to the restrictions
described below, if the earnings and financial condition of the Consumers
Gas Group permit, dividends with respect to the Class G Common Stock are
expected to be paid commensurate with dividend practices of comparable
publicly-held local natural gas distribution companies generally.
Management believes that such practices currently are to pay out from 70%
to 85% of annual earnings available for common stock. The Company, in the
sole discretion of its Board of Directors, could pay dividends exclusively
to the holders of CMS Energy Common Stock, exclusively to the holders of
Class G Common Stock, or to the holders of both of such classes in equal
or unequal amounts. It is the Board of Directors' current intention that
the declaration or payment of dividends with respect to the Class G Common
Stock will not be reduced, suspended or eliminated as a result of factors
arising out of or relating to the electric utility business or the non-
utility businesses of CMS Energy unless such factors also require, in the
Board of Directors' sole discretion, the omission of the declaration or
reduction in payment of dividends on both the CMS Energy Common Stock and
the Class G Common Stock. While the Board of Directors does not currently
intend to change this dividend policy, it reserves the right to do so at
any time and from time to time. Under the Articles of Incorporation and
Michigan law, the Board of Directors is not required to declare, and CMS
Energy is not required to pay, dividends in accordance with the foregoing
dividend policy.

Dividends on the Class G Common Stock are limited by Michigan law,
certain agreements to which CMS Energy is a party and the Articles of
Incorporation and will be payable when, as and if declared by the Board of
Directors out of the lesser of (i) the assets of CMS Energy legally
available therefor and (ii) the Available Class G Dividend Amount.
Dividends on the CMS Energy Common Stock are similarly limited and will be
payable when, as and if declared by the Board of Directors out of the
assets of CMS Energy legally available therefor, including the Available
Class G Dividend Amount. There can be no assurance that there will be an
Available Class G Dividend Amount.

The ability of CMS Energy to pay dividends on its Class G Common
Stock and CMS Energy Common Stock also depends, and will depend,
substantially upon timely receipt of sufficient dividends or other
distributions from its subsidiaries, in particular Consumers. Consumers'
ability to pay dividends on its Common Stock depends on its revenues,
earnings and other factors. As a regulated entity, Consumers' rates are
set by the MPSC.

As of March 31, 1995, assuming an offering of 7 million shares of
Class G Common Stock had been completed at that time, the Available Class
G Dividend Amount (as defined in the Articles of Incorporation) would have
been approximately $80.1 million.

Item 5. Interests of Named Experts and Counsel

Not Applicable.

Item 6. Indemnification of Directors and Officers

The following resolution was adopted by the Board of Directors of CMS
Energy on May 6, 1987:

RESOLVED: That effective March 1, 1987 the Company shall
indemnify to the full extent permitted by law every person
(including the estate, heirs and legal representatives of such
person in the event of the decease, incompetency, insolvency or
bankruptcy of such person) who is or was a director, officer,
partner, trustee, employee or agent of the Company, or is or was
serving at the request of the Company as a director, officer,
partner, trustee, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against all
liability, costs, expenses, including attorneys' fees, judgments,
penalties, fines and amounts paid in settlement, incurred by or
imposed upon the person in connection with or resulting from any
claim or any threatened, pending or completed action, suit or
proceeding whether civil, criminal, administrative, investigative
or of whatever nature, arising from the person's service or
capacity as, or by reason of the fact that the person is or was, a
director, officer, partner, trustee, employee or agent of the
Company or is or was serving at the request of the Company as a
director, officer, partner, trustee, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise.
Such right of indemnification shall not be deemed exclusive of any
other rights to which the person may be entitled under statute,
bylaw, agreement, vote of shareholders or otherwise.

CMS Energy's Bylaws provide:

The Corporation may purchase and maintain liability insurance, to
the full extent permitted by law, on behalf of any person who is or was a
director, officer, employee or agent of the Corporation, or is or was
serving at the request of the Corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or
other enterprise against any liability asserted against such person and
incurred by such person in any such capacity.

Article VIII of the Articles of Incorporation reads:

A director shall not be personally liable to the Company or its
shareholders for monetary damages for breach of duty as a director except
(i) for a breach of the director's duty of loyalty to the Company or its
shareholders, (ii) for acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law, (iii) for a
violation of Section 551(1) of the Michigan Business Corporation Act, and
(iv) for any transaction from which the director derived an improper
personal benefit. No amendment to or repeal of this Article VIII, and no
modification to its provisions by law, shall apply to, or have any effect
upon, the liability or alleged liability of any director of the Company
for or with respect to any acts or omissions of such director occurring
prior to such amendment, repeal or modification.

Article IX of the Articles of Incorporation reads:

Each director and each officer of the Company shall be indemnified
by the Company to the fullest extent permitted by law against expenses
(including attorneys' fees), judgments, penalties, fines and amounts paid
in settlement actually and reasonably incurred by him or her in connection
with the defense of any proceeding in which he or she was or is a party or
is threatened to be made a party by reason of being or having been a
director or an officer of the Company. Such right of indemnification is
not exclusive of any other rights to which such director or officer may be
entitled under any now or hereafter existing statute, any other provision
of these Articles, bylaw, agreement, vote of shareholders or otherwise.
If the Business Corporation Act of the State of Michigan is amended after
approval by the shareholders of this Article IX to authorize corporate
action further eliminating or limiting the personal liability of
directors, then the liability of a director of the Company shall be
eliminated or limited to the fullest extent permitted by the Business
Corporation Act of the State of Michigan, as so amended. Any repeal or
modification of this Article IX by the shareholders of the Company shall
not adversely affect any right or protection of a director of the Company
existing at the time of such repeal or modification.

Sections 561 through 571 of the Michigan Business
Corporation Act provide as follows:

Sec. 561. A corporation has the power to indemnify a person who
was or is a party or is threatened to be made a party to a threatened,
pending, or completed action, suit or proceeding, whether civil, criminal,
administrative, or investigative and whether formal or informal, other
than an action by or in the right of the corporation, by reason of the
fact that he or she is or was a director, officer, employee, or agent of
the corporation, or is or was serving at the request of the corporation as
a director, officer, partner, trustee, employee, or agent of another
foreign or domestic corporation, partnership, joint venture, trust, or
other enterprise, whether for profit or not, against expenses, including
attorneys' fees, judgments, penalties, fines, and amounts paid in
settlement actually and reasonably incurred by him or her in connection
with the action, suit, or proceeding, if the person acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to
the best interests of the corporation or its shareholders, and with
respect to a criminal action or proceeding, if the person had no
reasonable cause to believe his or her conduct was unlawful. The
termination of an action, suit, or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equiva-
lent, does not, of itself, create a presumption that the person did not
act in good faith and in a manner which he or she reasonably believed to
be in or not opposed to the best interests of the corporation or its
shareholders, and, with respect to a criminal action or proceeding, had
reasonable cause to believe that his or her conduct was unlawful.

Sec. 562. A corporation has the power to indemnify a person who
was or is a party or is threatened to be made a party to a threatened,
pending, or completed action or suit by or in the right of the corporation
to procure a judgment in its favor by reason of the fact that he or she is
or was a director, officer, employee, or agent of the corporation, or is
or was serving at the request of the corporation as a director, officer,
partner, trustee, employee, or agent of another foreign or domestic
corporation, partnership, joint venture, trust, or other enterprise,
whether for profit or not, against expenses, including attorneys' fees,
and amounts paid in settlement actually and reasonably incurred by the
person in connection with the action or suit, if the person acted in good
faith and in a manner the person reasonably believed to be in or not
opposed to the best interests of the corporation or its shareholders.
Indemnification shall not be made for a claim, issue, or matter in which
the person has been found liable to the corporation except to the extent
authorized in Section 564c.

Sec. 563. To the extent that a director, officer, employee, or
agent of a corporation has been successful on the merits or otherwise in
defense of an action, suit, or proceeding referred to in Section 561 or
562, or in defense of a claim, issue, or matter in the action, suit, or
proceeding, he or she shall be indemnified against actual and reasonable
expenses, including attorneys' fees, incurred by him or her in connection
with the action, suit, or proceeding and an action, suit, or proceeding
brought to enforce the mandatory indemnification provided in this section.

Section 564a. (1) An indemnification under Section 561 or 562,
unless ordered by the court, shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification
of the director, officer, employee, or agent is proper in the
circumstances because he or she has met the applicable standard of conduct
set forth in Sections 561 and 562 and upon an evaluation of the
reasonableness of expenses and amounts paid in settlement. This
determination and evaluation shall be made in any of the following ways:

(a) By a majority vote of a quorum of the board consisting of
directors who are not parties or threatened to be made parties to the
action, suit, or proceeding.

(b) If a quorum cannot be obtained under subdivision (a), by
majority vote of a committee duly designated by the board and consisting
solely of 2 or more directors not at the time parties or threatened to be
made parties to the action, suit, or proceeding.

(i) By the board or its committee in the manner
prescribed in subdivision (a) or (b).
(ii) If a quorum of the board cannot be obtained under
subdivision (a) and a committee cannot be designated under
subdivision (b), by the board.

(d) By all independent directors who are not parties or
threatened to be made parties to the action, suit, or proceeding.

(e) By the shareholders, but shares held by directors, officers,
employees or agents who are parties or threatened to be made parties to
the action, suit, or proceeding may not be voted.

(2) In the designation of a committee under subsection (1)(b) or
in the selection of independent legal counsel under subsection (1)(c)(ii),
all directors may participate.

(3) If a person is entitled to indemnification under Section 561
or 562 for a portion of expenses, including reasonable attorneys' fees,
judgments, penalties, fines, and amounts paid in settlement, but not for
the total amount, the corporation may indemnify the person for the portion
of the expenses, judgments, penalties, fines or amounts paid in settlement
for which the person is entitled to be indemnified.

Sec. 564b. (1) A corporation may pay or reimburse the reasonable
expenses incurred by a director, officer, employee or agent who is a party
or threatened to be made a party to an action, suit or proceeding in
advance of final disposition of the proceeding if all of the following
apply:

(a) The person furnishes the corporation a written affirmation
of his or her good faith belief that he or she has met the applicable
standard of conduct set forth in Sections 561 and 562.

(b) The person furnishes the corporation a written undertaking,
executed personally or on his or her behalf, to repay the advance if it is
ultimately determined that he or she did not meet the standard of conduct.

(c) A determination is made that the facts then known to those
making the determination would not preclude indemnification under this
act.

(2) The undertaking required by subsection (1)(b) must be an
unlimited general obligation of the person but need not be secured.

(3) Determinations and evaluations under this section shall be
made in the manner specified in Section 564a.

Section 564c. A director, officer, employee, or agent of the
corporation who is a party or threatened to be made a party to an action,
suit, or proceeding may apply for indemnification to the court conducting
the proceeding or to another court of competent jurisdiction. On receipt
of an application, the court after giving any notice it considers
necessary may order indemnification if it determines that the person is
fairly and reasonably entitled to indemnification in view of all the
relevant circumstances, whether or not he or she met the applicable
standard of conduct set forth in Sections 561 and 562 or was adjudged
liable as described in Section 562, but if he or she was adjudged liable,
his or her indemnification is limited to reasonable expenses incurred.

Sec. 565. (1) The indemnification or advancement of expenses
provided under Sections 561 to 564c is not exclusive of other rights to
which a person seeking indemnification or advancement of expenses may be
entitled under the articles of incorporation, bylaws, or a contractual
agreement. The total amount of expenses advanced or indemnified from all
sources combined shall not exceed the amount of actual expenses incurred
by the person seeking indemnification or advancement of expenses.

(2) The indemnification provided for in Sections 561 to 565
continues as to a person who ceases to be a director, officer, employee,
or agent and shall inure to the benefit of the heirs, personal
representatives and administrators of the person.

Sec. 567. A corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer,
employee, or agent of the corporation, or is or was serving at the request
of the corporation as a director, officer, partner, trustee, employee, or
agent of another corporation, partnership, joint venture, trust, or other
enterprise against any liability asserted against him or her and incurred
by him or her in any such capacity or arising out of his or her status as
such, whether or not the corporation would have power to indemnify him or
her against liability under Sections 561 to 565.

Sec. 569. For purposes of Sections 561 to 567, "corporation"
includes all constituent corporations absorbed in a consolidation or
merger and the resulting or surviving corporation, so that a person who is
or was a director, officer, employee, or agent of the constituent
corporation or is or was serving at the request of the constituent
corporation as a director, officer, partner, trustee, employee, or agent
of another foreign or domestic corporation, partnership, joint venture,
trust, or other enterprise whether for profit or not shall stand in the
same position under the provisions of this section with respect to the
resulting or surviving corporation as the person would if he or she had
served the resulting or surviving corporation in the same capacity.

Sec. 571. For the purposes of Sections 561 to 567:

(a) "Fines" shall include any excise taxes assessed on a person
with respect to an employee benefit plan.

(b) "Other enterprises" shall include employee benefit plans.

(c) "Serving at the request of the corporation" shall include any
service as a director, officer, employee, or agent of the corporation
which imposes duties on, or involves services by, the director, officer,
employee, or agent with respect to an employee benefit plan, its
participants, or its beneficiaries.

(d) A person who acted in good faith and in a manner he or she
reasonably believed to be in the interest of the participants and
beneficiaries of an employee benefit plan shall be considered to have
acted in a manner "not opposed to the best interests of the corporation or
its shareholders" as referred to in Sections 561 and 562.

Officers and directors are covered within specified monetary limits
by insurance against certain losses arising from claims made by reason of
their being directors or officers of the Company or of the Company's
subsidiaries and the Company's officers and directors are indemnified
against such losses by reason of their being or having been directors or
officers of another corporation, partnership, joint venture, trust or
other enterprise at the Company's request. In addition, the Company has
indemnified each of its present directors by contracts that contain
affirmative provisions essentially similar to those in Sections 561
through 571 of the Michigan Business Corporation Act cited above.

Item 7. Exemption from Registration.

Not Applicable

Item 8. Exhibits

Exhibit Numbers

(4)(a)* - Indenture dated as of September 15, 1992
between CMS Energy Corporation and NBD Bank,
National Association, as Trustee. (Designated
in CMS Energy's Form S-3 Registration
Statement filed May 1, 1992, File No. 33-
47629, as Exhibit (4)(a).)

First Supplemental Indenture dated as of
October 1, 1992 between CMS Energy Corporation
and NBD Bank, National Association, as
Trustee. (Designated in CMS Energy's Form 8-K
dated October 1, 1992, File No. 1-9513, as
Exhibit (4).)

Second Supplemental Indenture dated as of
October 1, 1992 between CMS Energy Corporation
and NBD Bank, National Association, as
Trustee. (Designated in CMS Energy's From 8-K
dated October 1, 1992, File No. 1-9513, as
Exhibit (4)(a).)

(4)(b)* - Indenture dated as of January 15, 1994 between
CMS Energy and The Chase Manhattan Bank, N.A.,
as Trustee. (Designated in CMS Energy's Form
8-K dated March 29, 1994, File No. 1-9513, as
Exhibit (4)(a).)

First Supplemental Indenture dated as of
January 20, 1994 between CMS Energy and The
Chase Manhattan Bank, N.A., as Trustee.
(Designated in CMS Energy's Form 8-K dated
March 29, 1994, File No. 1-9513, as Exhibit
(4)(b).)

(4)(c)* - Credit Agreement dated as of July 29, 1994
among CMS Energy, Citibank, N.A. and Union
Bank as co-agents and certain banks named
therein, and the Exhibits thereto.
(Designated in CMS Energy's Form 10-Q for the
quarter ended June 30, 1994, File No. 1-9513,
as Exhibit (4).)

(4)(d) - Form of Performance Incentive Stock Plan.

(4)(e) - Form of Employees' Savings and Incentive Plan.

(4)(f) - Form of election of Exercise of Nonqualified
Stock Option.

(4)(g) - Form of certificate of option grant.

(5)(a) - Opinion of Denise M. Sturdy, Esq., Assistant
General Counsel for CMS Energy re: legality of
securities being offered.

(5)(b) - Opinion of Arunas T. Udrys, Esq., Assistant
General Counsel for Consumers Power Company,
as to confirming compliance of the amended
provisions of the Employees' Savings and
Incentive Plan with the requirements of ERISA
pertaining to such provisions.

(15) - Letter re: unaudited financial information.

(23)(a) - Consents of Denise M. Sturdy, Esq., Assistant
General Counsel for CMS Energy and Arunas T.
Udrys, Esq., Assistant General Counsel for
Consumers Power Company (included in Exhibit
5(a) and 5(b) above).

(23)(b) - Consent of Arthur Andersen LLP regarding the
Company's Form 10-K.

(23)(c) - Consent of Arthur Andersen LLP regarding the
Employees' Savings and Incentive Plan's Form
11-K.

(24) - Power of Attorney and certified copy of
resolution authorizing officer to sign
registration.

(27) - Not applicable

(28) - Not applicable

(29) - Not applicable

*Previously Filed

Exhibits listed above which have been filed with the Securities and
Exchange Commission are incorporated herein by reference with the same
effect as if filed with this Registration Statement.

Item 9. Undertakings

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement: (i) To
include any prospectus required by Section 10(a)(3) of the Securities Act
of 1933; (ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement:
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement; provided, however, that (i) and (ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed by the registrant pursuant to Sec-
tion 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amend-
ment any of the securities being registered which remain unsold at the
termination of the offering.

(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in this registration statement
shall be deemed to be a new registration statement relating to the
securities offered herein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering hereof.

(5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the provisions described
under Item 6 above, or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in
the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such indemni-
fication by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

Signatures

The Registrant

Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Dearborn, State of Michigan, on
this 3rd day of August 1995.

CMS ENERGY CORPORATION

By: /s/ A. M. Wright
----------------------------
Alan M. Wright
Senior Vice President,
Chief Financial Officer
and Treasurer

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on August 3, 1995.

Name Title

(i) Principal executive officer:
Chairman of the Board,
Chief Executive Officer
and Director

/s/ William T. McCormick, Jr.
- ----------------------------------
(William T. McCormick, Jr.)

(ii) Principal financial officer:
Senior Vice President,
Chief Financial Officer
/s/ A. M. Wright and Treasurer
- ----------------------------------
(Alan M. Wright)

(iii) Controller or principal
accounting officer:
Vice President, Controller
and Chief Accounting
Officer
/s/ P. D. Hopper
- -----------------------------------
(Preston D. Hopper)

Name Title

* Director
- ----------------------------------
(James J. Duderstadt)

* Director
- ----------------------------------
(Kathleen R. Flaherty)

Director
- ----------------------------------
(Victor J. Fryling)

* Director
- ----------------------------------
(Earl D. Holton)

* Director
- ----------------------------------
(Lois A. Lund)

* Director
- ----------------------------------
(Frank H. Merlotti)

* Director
- ----------------------------------
(W. U. Parfet)

* Director
- ----------------------------------
(Percy A. Pierre)

* Director
- ----------------------------------
(S. Kinnie Smith, Jr.)

* Director
- ----------------------------------
(Kenneth Whipple)

* Director
- ----------------------------------
(John B. Yasinsky)

*By /s/ A. M. Wright
- ----------------------------------
Alan M. Wright
Attorney-in-fact

<PAGE>
<PAGE>
The Savings Plan

Pursuant to the requirements of the Securities Act of 1933,
the Plan has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Jackson, State of Michigan, on the August 3, 1995.

EMPLOYEES' SAVINGS AND INCENTIVE
PLAN OF CONSUMERS POWER COMPANY

By:/s/ Thomas A. McNish
------------------------------
Thomas A. McNish
Plan Administrator
<PAGE>
<PAGE>

INDEX TO EXHIBITS TO REGISTRATION STATEMENT ON FORM S-8

Exhibit Numbers

(4)(a)* - Indenture dated as of September 15, 1992 between
CMS Energy Corporation and NBD Bank, National
Association, as Trustee. (Designated in CMS
Energy's Form S-3 Registration Statement filed
May 1, 1992, File No. 33-47629, as Exhibit
(4)(a).)

First Supplemental Indenture dated as of
October 1, 1992 between CMS Energy Corporation
and NBD Bank, National Association, as Trustee.
(Designated in CMS Energy's Form 8-K dated
October 1, 1992, File No. 1-9513, as Exhibit
(4).)

Second Supplemental Indenture dated as of
October 1, 1992 between CMS Energy Corporation
and NBD Bank, National Association, as Trustee.
(Designated in CMS Energy's From 8-K dated
October 1, 1992, File No. 1-9513, as Exhibit
(4)(a).)

(4)(b)* - Indenture dated as of January 15, 1994 between
CMS Energy and The Chase Manhattan Bank, N.A.,
as Trustee. (Designated in CMS Energy's Form 8-
K dated March 29, 1994, File No. 1-9513, as
Exhibit (4)(a).)

(4)(c)* - Credit Agreement dated as of July 29, 1994 among
CMS Energy, Citibank, N.A. and Union Bank as co-
agents and certain banks named therein, and the
Exhibits thereto. (Designated in CMS Energy's
Form 10-Q for the quarter ended June 30, 1994,
File No. 1-9513, as Exhibit (4).)

(4)(d) - Form of Performance Incentive Stock Plan.

(4)(e) - Form of Employees' Savings and Incentive Plan.

(4)(f) - Form of election of Exercise of Nonqualified
Stock Option.

(4)(g) - Form of certificate of option grant.

(5)(a) - Opinion of Denise M. Sturdy, Esq., Assistant
General Counsel for CMS Energy re: legality of
securities being offered.

(5)(b) - Opinion of Arunas T. Udrys, Esq., Assistant
General Counsel for Consumers Power Company as
to confirming compliance of the amended
provisions of the Employees' Savings and
Incentive Plan with the requirements of ERISA
pertaining to such provisions.

(15) - Letter re: unaudited financial information.

(23)(b) - Consent of Arthur Andersen LLP regarding the
Company's Form 10-K.

(23)(c) - Consent of Arthur Andersen LLP regarding the
Employees' Savings and Incentive Plan's
Form 11-K.

(24) - Power of Attorney and certified copy of
resolution authorizing officer to sign
registration.

(27) - Not applicable

(28) - Not applicable

(29) - Not applicable

*Previously Filed

Exhibits listed above which have been filed with the Securities and
Exchange Commission are incorporated herein by reference with the same
effect as if filed with this Registration Statement.

<PAGE>

EXHIBIT (4)(d)
<PAGE>
<PAGE>
Exhibit (4)(d)

CMS ENERGY CORPORATION PERFORMANCE INCENTIVE STOCK PLAN

The CMS Energy Performance Incentive Stock Plan (hereinafter called the
"Plan"), first effective February 3, 1988. is hereby set forth as amended
and restated effective January 1, 1995 including amendments as of May 31,
1995.

ARTICLE I, PURPOSE

The CMS Energy Corporation Performance Incentive Stock Plan (hereinafter
called the "Plan") is a Plan to provide incentive compensation to key
employees of the Corporation, including its Subsidiaries, based upon such
key employees' individual contributions to the long-term growth of and
profitability of the Corporation, and in order to encourage such key
employees to identify with shareholder concerns and their current and
continuing interest in the development and financial success of the
Corporation. Because it is expected that the efforts of the key employees
selected for participation in the Plan will have a significant impact on
the results of the Corporation's operations in future years, the Plan is
intended to assist the Corporation in attracting and retaining as key
employees individuals of superior ability and in motivating their
activities on behalf of the Corporation.

ARTICLE II, DEFINITIONS

2.1 Definitions: When used in the Plan, the following words and
phrases shall have the following meanings:

a. "Beneficiary" means the beneficiary or beneficiaries
designated in accordance with Article VII to receive the
amount, if any, payable under the Plan upon the death of a
Participant.

b. "Board" means the Board of Directors of the Corporation.

c. "Committee" means those members of the Organization and
Compensation Committee of the Board who, at the time of any
award or determination by the Committee hereunder, are not,
and at all times within one year prior thereto shall not
have been, eligible for selection as persons to whom
incentive compensation may be awarded pursuant to the Plan,
or to whom incentive or unqualified Stock Options may be
granted pursuant to any other plan of the Corporation.

d. "Common Stock" means all classes of Common Stock of the
Corporation as that term is defined in its Articles of
Incorporation at the time of an award or grant under this
Plan.

e. "Common Stock Outstanding" means the number of shares of
Common Stock issued and outstanding on the first day of
January of each year. In case of a reorganization,
recapitalization, stock split, stock dividend, combination
of shares, merger, consolidation, rights, offering, or any
other change in the capital structure of the Corporation,
the Committee shall make such adjustment, if any, as it may
deem appropriate in the determination of Common Stock
Outstanding.

f. "Corporation" means CMS Energy Corporation, its successors
and assigns, and each of its Subsidiaries, or any of them
individually.

g. "Eligible Employee" means an officer or other key executive
who at the end of the fiscal year is a regular full-time
salaried employee of the Corporation or a Subsidiary, or, to
the extent the Committee may determine, a person whose
services to the Corporation terminated before the end of the
fiscal year, who, in the opinion of the Committee, made a
significant contribution to the successful management of the
Corporation or a Subsidiary. A Director of the Corporation
or a Subsidiary is not an Eligible Employee unless he is
also a regular full-time salaried employee of the
Corporation or a Subsidiary.

h. "Incentive Option" means an option to purchase Common Stock
of the Corporation which meets the requirements set forth in
the Plan and also meets the definition of an Incentive Stock
Option set forth in Section 422 of the Internal Revenue Code
of 1986, as amended (the "Code").

i. "Nonqualified Option" means an option to purchase Common
Stock of the Corporation which meets the requirements set
forth in the Plan but does not meet the definition of an
Incentive Stock Option set forth in Section 422 of the Code.

j. "Optionee" means any person to whom an option or right has
been granted or who becomes a holder of an option or right
under Article VI of the Plan.

k. "Participant" means a person to whom an award of Restricted
Common Stock has been made which has not been paid,
forfeited, or otherwise terminated or satisfied under the
Plan.

l. "Restricted Common Stock" means Common Stock delivered
subject to the restrictions described in Article VII.

m. "Shareholders" means the shareholders of the Corporation.

n. "Stock Appreciation Right" shall mean a right, granted in
conjunction with a Stock Option, to surrender the Stock
Option and receive the appreciation in value of the optioned
shares over the option price.

o. "Stock Option" means an option to purchase shares of Common
Stock, granted pursuant to this Plan.

p. "Subsidiary" means a corporation, domestic or foreign,
80 percent or more of the voting stock of which is owned
directly or indirectly by the Corporation.

ARTICLE III, EFFECTIVE DATE, DURATION, SCOPE AND ADMINISTRATION
OF THE PLAN

3.1 This Plan shall be effective upon approval of the shareholders of
the Corporation and shall continue until terminated by the Board
as provided in Article VIII.

3.2 The Committee shall have full power and authority to construe,
interpret and administer the Plan. All decisions, actions or
interpretations of the Committee shall be final, conclusive and
binding upon all parties. If any person objects to any such
interpretation or action formally or informally, the expenses of
the Committee and its agents and counsel shall be chargeable
against any amounts otherwise payable under the Plan to or on
account of the Participant or Optionee.

3.3 No member of the Committee shall be personally liable by reason of
any contract or other instrument executed by him or on his behalf
in his capacity as a member of the Committee nor for any mistake
of judgment made in good faith, and the Corporation shall
indemnify and hold harmless each member of the Committee and each
other officer, employee or director of the Corporation to whom any
duty or power relating to the administration or interpretation of
the Plan may be allocated or delegated, against any cost or
expense (including counsel fees) or liability (including any sum
paid in settlement of a claim with the approval of the Board)
arising out of any act or omission to act in connection with the
Plan unless arising out of such person's own fraud or bad faith.

ARTICLE IV, PARTICIPATION, STOCK AWARDS AND OPTION GRANTS

4.1 Each year the Committee shall designate as Participants and/or
Optionees in the Plan those Eligible Employees who, in the opinion
of the Committee, have significantly contributed to the successful
management of the Corporation.

4.2 Each year, the Committee may award shares of Common Stock, and/or
may grant Stock Options which qualify as "Incentive Stock Options"
within the meaning of Section 422 of the Code or Stock Options
which do not qualify as Incentive Stock Options and/or Stock
Appreciation Rights for use in connection with options to each
Eligible Employee whom it has designated as an Optionee or
Participant for such year. The Committee has full discretion to
determine the class or classes of Common Stock to which grants or
awards apply. Upon the approval by the Board of Directors of the
Corporation of the individual awards and/or grants, if any, made
to officers and of the total of all awards and grants made to all
other Eligible Employees, the determination of the Committee as to
each such award and grant shall become final.

ARTICLE V, SHARES RESERVED UNDER THE PLAN

5.1 There is hereby reserved for award under this Plan an aggregate
number of whole shares of Common Stock equal as nearly as possible
to, but not more than, 3% of the aggregate shares of each class of
Common Stock Outstanding on the first day of January of each year,
less the number of shares of each class of Restricted Common Stock
awarded under the Plan and Common Stock subject to options,
granted under this Plan during the immediately preceding four
calendar year period, which have not been forfeited. Any shares
or options which are forfeited may thereafter again be awarded or
made subject to grant under the Plan. The number of shares made
available for option and sale under Article VI of this Plan, plus
the number of shares awarded under Article VII of this Plan will
not exceed, at any time, the number of shares of Common Stock
reserved pursuant to this Article V.

5.2 If a dividend shall be declared upon the Common Stock payable in
shares of Common Stock, the number of shares of Common Stock then
subject to any such option and the number of shares reserved for
issuance pursuant to the Plan but not yet covered by an option
shall be adjusted by adding to each such option or share the
number of shares which would be distributable thereon if such
share had been outstanding on the date fixed for determining the
shareholders entitled to receive such stock dividend. In the
event that the outstanding shares of the Common Stock shall be
changed into or exchanged for a different number or kind of shares
of stock or other securities of CMS Energy Corporation or of
another corporation, whether through reorganization,
recapitalization, stock split-up, combination of shares, merger or
consolidation or otherwise, then there shall be substituted for
each share of Common Stock subject to any such option and for each
share of Common Stock reserved for issuance pursuant to the Plan
but not yet covered by an option, the number and kind of shares of
stock or other securities into which each outstanding share of
Common Stock shall be so changed or for which each such share
shall be exchanged. In the event there shall be any change, other
than as specified above in this Section 5.2, in the number or kind
of outstanding shares of Common Stock of the Corporation or of any
stock or other securities into which such Common Stock shall have
been changed or for which it shall have been exchanged, then if
the Committee shall in its sole discretion determine that such
change equitably requires an adjustment in the number or kind of
shares theretofore reserved for issuance pursuant to the Plan but
not yet covered by an option and of the shares then subject to an
option or options, such adjustment shall be made by the Committee
and shall be effective and binding for all purposes of the Plan
and each Stock Option agreement. In the case of any such
substitution or adjustment as provided for in this paragraph, the
option price in each Stock Option agreement for each share covered
thereby prior to such substitution or adjustment will be the
option price for all shares of stock or other securities which
shall have been substituted for such share or to which such share
shall have been adjusted pursuant to this section. No adjustment
or substitution provided for in this Section 5.2 shall require the
Corporation in any Stock Option agreement to sell a fractional
share, and the total substitution or adjustment with respect to
each Stock Option agreement shall be limited accordingly.

5.3 Individual Grant Limit: The maximum shares of Restricted Common
Stock awarded under this Plan and Common Stock subject to Stock
Options, including Stock Appreciation Rights granted in
conjunction with Stock Options, granted under this Plan for any
one Eligible Employee for any one year will not exceed 100,000
shares of each class of Corporation Common Stock.

ARTICLE VI, STOCK OPTIONS AND STOCK APPRECIATION RIGHTS

6.1 The Committee may from time to time provide for the option and
sale of shares of Common Stock, which may consist in whole or in
part of the authorized and unissued or reacquired Common Stock of
the Corporation.

6.2 Optionees: The Committee shall determine and designate from time
to time, in its discretion, those Eligible Employees of the
Corporation to whom Stock Options and Stock Appreciation Rights
are to be granted and who thereby become Optionees under the Plan.

6.3 Allotment of Shares: The Committee shall determine and fix the
number of shares and classes of Common Stock subject to options to
be offered to each Optionee.

6.4 Option Price: The Committee shall establish the option price at
the time any option is granted at not less than 100% of the fair
market value of the stock on the date on which such option is
granted; provided, however, that with respect to an Incentive
Option granted to an employee who at the time of the grant owns
(after applying the attribution rules of Section 425(d) of the
Code) more than 10% of the total combined voting stock of the
Corporation or of any parent or Subsidiary, the option price shall
not be less than 110% of the fair market value of the stock
subject to the Incentive Option on the date such option is
granted.

6.5 Stock Appreciation Rights: At the discretion of the Committee,
any Stock Option granted under this Plan may, at the time of such
grant, include a Stock Appreciation Right. A Stock Appreciation
Right shall pertain to, and be granted only in conjunction with, a
related underlying Stock Option, and shall be exercisable only at
the time and to the extent the related underlying Stock Option is
exercisable and only if the fair market value of the Common Stock
of the Corporation exceeds the Stock Option price in the related
underlying Stock Option. An Optionee who is granted a Stock
Appreciation Right may elect to surrender the related underlying
Stock Option with respect to all or part of the number of shares
subject to the related underlying Stock Option and exercise in
lieu thereof the Stock Appreciation Right with respect to the
number of shares as to which the Stock Option is surrendered.

The exercise of the underlying Stock Option shall terminate the
related Stock Appreciation Right to the extent of the number of
shares purchased upon exercise of the underlying Stock Option.
The exercise of a Stock Appreciation Right shall terminate the
related underlying Stock Option to the extent of the number of
shares with respect to which the Stock Appreciation Right is
exercised. Upon exercise of a Stock Appreciation Right, an
Optionee shall be entitled to receive, without payment to the
Company (except for applicable withholding taxes), an amount equal
to the excess of (i) the then aggregate fair market value of the
number of shares with respect to which the Optionee exercises the
Stock Appreciation Right, over (ii) the aggregate Stock Option
price per share for such number of shares. Such amount may be
paid by the Corporation, at the election of the Optionee, in cash,
Common Stock of the Corporation or any combination thereof;
provided, however, that the Committee shall have sole discretion
to approve or disapprove an election of an Optionee to receive
cash upon exercise of a Stock Appreciation Right.

6.6 Granting and Exercise of Stock Options and Stock Appreciation Righ
ts: The granting of Stock Options and Stock Appreciation Rights
hereunder shall be effected in accordance with determinations made
by the Committee pursuant to the provisions of the Plan, by
execution of instruments in writing in form approved by the
Committee.

Each Stock Option and Stock Appreciation Right granted hereunder
shall be exercisable at any such time or times or in any such
installments as may be determined by the Committee at the time of
the grant, subject to the limitation that for each Incentive Stock
Option and related Stock Appreciation Right granted, a maximum of
$100,000 (based on the price at the date of exercise) may be
exercised per year, plus any unused carry-over from a previous
year(s). Except as provided in Section 6.10, Stock Options and
Stock Appreciation Rights may be exercised only while the Optionee
is an employee of the Corporation.

Successive Stock Options and Stock Appreciation Rights may be
granted to the same Optionee, whether or not the Stock Option(s)
and Stock Appreciation Right(s) previously granted to such
Optionee remain unexercised. An Optionee may exercise a
Nonqualified Option or related Stock Appreciation Right, if then
exercisable, notwithstanding that Stock Options and Stock
Appreciation Rights previously granted to such Optionee remain
unexercised.

6.7 Payment of Stock Option Price: At the time of the exercise in
whole or in part of any Stock Option granted hereunder, payment of
the option price in full in cash or, with the consent of the
Committee, in Common Stock of the Corporation, shall be made by
the Optionee for all shares so purchased. No Optionee shall have
any of the rights of a shareholder of the Corporation under any
such Stock Option until the actual issuance of shares to said
Optionee, and prior to such issuance no adjustment shall be made
for dividends, distributions or other rights in respect of such
shares, except as provided in Section 5.2.

6.8 Nontransferability of Stock Options and Stock Appreciation Rights:
No Stock Option or Stock Appreciation Right granted under the Plan
to an Optionee shall be transferable by such Optionee otherwise
than by will, or by the laws of descent and distribution, and such
Stock Option and Stock Appreciation Right shall be exercisable,
during the lifetime of the Optionee, only by the Optionee.

6.9 Term of Stock Options and Stock Appreciation Rights: If not
sooner terminated, each Stock Option and Stock Appreciation Right
granted hereunder shall expire not more than ten years (ten years
and one month in the case of a Nonqualified Option and any related
Stock Appreciation Right) from the date of the granting thereof;
provided, that with respect to an Incentive Option and a related
Stock Appreciation Right granted to an Optionee who, at the time
of the grant, owns (after applying the attribution rules of
Section 425(d) of the Code) more than 10% of the total combined
voting stock of all classes of stock of the Corporation or
of any parent or Subsidiary, such Stock Option and Stock
Appreciation Right shall expire not more than five years after the
date of granting thereof.

6.10 Termination of Employment: If the employment of an Optionee by
the Corporation shall be terminated due to a reason other than the
Optionee's death, the Committee may, in its discretion, permit the
exercise of Stock Options and Stock Appreciation Rights granted to
such Optionee for a period not to exceed one year following such
termination of employment or three years following termination of
employment upon retirement in accordance with a pension plan of
the Corporation; provided, however, that no Incentive Option or
related Stock Appreciation Right may be exercised after
three months following an Optionee's termination of employment,
unless such termination of employment is due to the Optionee's
death or disability. If the termination is due to the Optionee's
disability, the Committee may permit the Incentive Option and
related Stock Appreciation Right to be exercised for one year
following the Optionee's termination of employment. If the
employment of an Optionee by the Corporation shall be terminated
due to the Optionee's death, any Stock Option, or related Stock
Appreciation Right, transferred by will or the laws of descent and
distribution, may be exercised for one year following the
Optionee's death. In no event, however, shall a Stock Option or
Stock Appreciation Right be exercisable subsequent to its
expiration date and, furthermore, a Stock Option or Stock
Appreciation Right may only be exercised after termination of an
Optionee's employment to the extent exercisable on the date of
termination of employment. Upon the termination of employment of
an Optionee by the Corporation, every Stock Option and related
Stock Appreciation Right shall terminate, except as otherwise
specifically provided in this Plan. Further, no Stock Option or
related Stock Appreciation Right may be exercised after such
termination of employment, except within a time period provided in
this Section 6.10.

6.11 Investment Purpose: Any shares of Common Stock subject to option
under the Plan may be made subject to such other restrictions as
the Committee deems advisable, including without limitation
provisions to comply with federal and state securities laws. In
making determinations of legal requirements the Committee shall
rely on an opinion of counsel for the Corporation.

6.12 Withholding Payments: If upon the exercise of a Nonqualified
Option and/or a Stock Appreciation Right or as a result of a
disqualifying disposition (within the meaning of Section 422 of
the Code) of shares acquired upon exercise of an Incentive Option,
there shall be payable by the Corporation any amount for income
tax withholding, either the Corporation shall appropriately reduce
the amount of stock or cash to be paid to the Optionee or the
Optionee shall pay such amount to the Corporation to reimburse it
for such income tax withholding.

6.13 Restrictions on Sale of Shares: If, at the time of exercise of
any Stock Option or Stock Appreciation Right granted hereunder,
the Corporation is precluded by any legal, regulatory or
contractual restriction from selling and/or delivering shares
pursuant to the terms of such Stock Option or Stock Appreciation
Right, the sale and delivery of the shares may be delayed until
the restrictions are resolved and only cash may be paid upon
exercise of the Stock Appreciation Right. At any time during such
delay, the Committee, in its discretion, may permit the Optionee
to revoke a Stock Option exercise, in which event any
corresponding Stock Appreciation Right shall be reinstated.

6.14 Compliance With Rule 16b-3: Notwithstanding any other provision
of the Plan to the contrary, the administration of the Plan and
the grant, exercise and terms of Stock Appreciation Rights
hereunder shall comply with Rule 16b-3, or any successor rule,
under the Securities Exchange Act of 1934, as amended (the
"Exchange Act").

ARTICLE VII, RESTRICTED COMMON STOCK

7.1 Awards: The Committee may from time to time award restricted
shares of Common Stock to any Eligible Employee it has designated
as a Participant for such year. Awards shall be made to Eligible
Employees on the basis of their contributions to the successful
management of the Corporation in accordance with such rules as the
Committee may prescribe. The Committee may also award restricted
shares of Common Stock conditioned on the attainment of a
performance goal that relates to Shareholder return, measured by
factors determined by the Committee as set forth in the award.

7.2 Restrictions:

a. Any shares of Corporation Common Stock awarded or issued
under the Plan may be made subject to such other
restrictions as the Committee deems advisable, including
without limitation provisions to comply with federal and
state securities laws. In making determinations of legal
requirements the Committee shall rely on an opinion of
counsel for the Corporation. The restrictions with respect
to the Common Stock awarded will extend for such period, or
periods, of at least twelve months from and after the date
of the award, as may be determined for each award by the
Committee (the award period). Notwithstanding the
foregoing, the restrictions shall terminate upon the death
of the Participant or, within the discretion of the
Committee, upon Participant's retirement pursuant to a
pension plan of the Corporation on or after Participant's
62nd birthday, except as may otherwise be determined to be
necessary or desirable in the opinion of the Committee, to
comply with the law or to prevent Restricted Common Stock
from being subject to federal income tax prior to the
termination of restrictions.

b. Whenever shares of Common Stock are awarded to a
Participant, such shares shall be outstanding, and stock
certificates shall be issued in the name of the Participant,
which certificates may bear a legend stating that the shares
are issued subject to the restrictions set forth in the
Plan. All certificates issued for shares of Common Stock
awarded under the Plan shall be deposited for the benefit of
the Participant with the Secretary of the Corporation as
custodian until such time as the shares are vested and
transferable.

c. A Participant who is awarded shares of Common Stock under
the Plan shall have full voting rights on such shares,
whether or not the shares are vested or transferable.

d. Shares of Common Stock awarded to a Participant under the
Plan, whether or not vested or transferable, shall have full
dividend rights with respect to dividends declared after the
award, with such dividends being paid directly to the
Participant, regardless of whether such dividends are paid
in cash or in Common Stock. However, if shares or
securities are issued as a result of a merger, consolidation
or similar event, such shares shall be issued in the same
manner, and subject to the same deposit requirements,
vesting provisions and transferability restrictions as the
shares of Common Stock which have been awarded.

e. Deliveries of Restricted Common Stock by the Corporation may
consist in whole or in part of the authorized and unissued
or reacquired Common Stock of the Corporation (at such time
or times and in such manner as it may determine). The
Restricted Common Stock shall be paid and delivered as soon
as practicable after the award period in accordance with
Section 7.3.

f. The shares may not be sold, exchanged, transferred, pledged,
hypothecated, or otherwise disposed of by the Participant
until their release. However, nothing herein shall preclude
a Participant from making a gift of any shares of Restricted
Common Stock to a spouse, child, step-child, grandchild,
parent or sibling, or legal dependent of the Participant or
to a trust of which the beneficiary or beneficiaries of the
corpus and the income shall be either such a person or the
Participant; provided that, the Restricted Common Stock so
given shall remain subject to the restrictions, obligations
and conditions described in this Article VII.

g. If a Participant has received an award pursuant to the
provisions of the Plan, is employed by the Corporation at
the end of the award period and the performance goals have
been met, then the Participant shall be fully vested, at the
end of the award period, in the shares of Common Stock
awarded to the Participant for that award period.

h. In the event of termination of employment of a Participant
with the Corporation prior to the last day of an award
period for any reason other than Participant's death, all
rights to any shares of Restricted Common Stock held in a
deposit account with respect to such award, including any
additional shares delivered with respect to such shares as
described in subsection 7.2d above shall be forfeited to the
Corporation. However, the Committee may, if the Committee
determines that the circumstances warrant such action,
approve the distribution of all or any part of the
Restricted Common Stock which would otherwise be forfeited.
By way of illustration, but not limitation, circumstances
which might warrant such action on the part of the Committee
include retirement pursuant to a pension plan of the
Corporation, or retirement pursuant to a pension plan of the
Corporation by reason of disability.

7.3 Distribution of Restricted Common Stock

a. Distribution After Award Period: Except as otherwise
provided, distribution of vested awards of Common Stock
shall be made as soon as practicable after the last day of
the applicable award period in the form of full shares of
Common Stock, with fractional shares, if any, being awarded
in cash.

b. Distribution After Death of Participant: Upon the death of
the Participant, either before or after retirement, any
shares of Restricted Common Stock then held shall, subject
to this Article VII, be delivered within a reasonable time
under the circumstances to Participant's Beneficiary or, in
the absence of an appropriate Beneficiary designation to the
Participant's estate, in such one or more installments as
the Committee may then determine.

7.4 Designation of Beneficiaries

If a Participant dies prior to the receipt in full of any award
under the Plan to which the Participant is entitled, the award
shall be distributed to the Participant's Beneficiary or, in the
absence of a Beneficiary designation, to the Participant's estate.
The designation of a Beneficiary shall be made in writing on a
form prescribed by and filed with the Committee prior to the
Participant's death. If the Committee is in doubt as to the right
of any person to receive such amount, the Committee may retain
such amount, without liability for any interest thereon, until the
rights thereto are determined, or the Committee may pay such
amount into any court of appropriate jurisdiction and such payment
shall be a complete discharge of the liability of the Plan and the
Corporation therefor.

7.5 Transferability: Subject to the provision of this Article VII,
shares of Common Stock awarded to a Participant will become freely
transferable by the Participant only at the end of the award
period established with respect to such shares.

7.6 Distribution to Person Other Than Employee: If the Committee
shall find that any person to whom any award is payable under this
Article VII of the Plan is unable to care for such person's
affairs because of illness or accident, or is a minor, or has
died, then any payment due Participant or Participant's estate
(unless a prior claim therefor has been made by a duly appointed
legal representative), may, if the Committee so directs the
Corporation, be paid to Participant's spouse, a child, a relative,
an institution maintaining or having custody of such person, or
any other person deemed by the Committee to be a proper recipient
on behalf of such person otherwise entitled to payment. Any such
payment shall be a complete discharge of the liability of the
Committee and the Corporation therefor.

7.7 Restricted Common Stock is intended to constitute an unfunded
deferred compensation arrangement for a select group of management
or highly compensated personnel.

7.8 A forfeiture of shares of Common Stock pursuant to subsection 7.2h
of the Plan shall effect a complete forfeiture of voting rights,
dividend rights and all other rights relating to the award or
grant as of the date of forfeiture.

7.9 Each distribution of Common Stock under this Article VII of the
Plan shall be made subject to such federal, state and local tax
withholding requirements as apply on the distribution date. For
this purpose, the Committee may provide for the withholding of
shares of Common Stock or allow a Participant to pay to the
Corporation funds sufficient to satisfy such withholding
requirements.

7.10 Notwithstanding any other provisions in the Plan, in the event of
a Change in Control (as hereinafter defined) each Participant
shall be fully vested in the number of shares of Common Stock
awarded to such Participant for all award periods that, upon such
event, have not yet ended. Distribution of all shares of Common
Stock shall be made as soon as practicable within 7 days after the
date of the Change in Control, as if the applicable award period
or periods had ended on such date. In addition, the Corporation
shall reimburse a participant for legal fees and expenses incurred
by such Participant in successfully seeking to obtain or enforce
any right to distribution under this Section 7.10. For purposes
of this Plan, a Change in Control shall occur upon the occurrence
of one or more of the following events:

(i) a change in control of the Corporation would be required
to be reported in response to Item 1(a) of the Current
Report on Form 8-K, as in effect on the date hereof,
pursuant to Sections 13 or 15(d) of the Exchange Act,
whether or not the Corporation is then subject to such
reporting requirement (unless such change in control was
arranged or consummated with the prior approval of the
Corporation's Board of Directors);

(ii) any "person" or "group" within the meaning of
Sections 13(d) and 14(d)(2) of the Exchange Act becomes
the "beneficial owner" as defined in Rule 13d-3 under
the Exchange Act of more than 30% of the then
outstanding voting securities of the Corporation other-
wise than through a transaction or transactions arranged
by or consummated with the prior approval of the Board;

(iii) during any period of twenty-four consecutive months (not
including any period prior to the adoption of this Plan)
Present Directors and/or New Directors cease for any
reason to constitute a majority of the Board. For
purposes of this subsection (iii) "Present Directors"
shall mean individuals who at the beginning of such
consecutive twenty-four month period were members of the
Board and "New Directors" shall mean any director of the
Corporation whose election by the Board or whose
nomination for election by the Corporation's
shareholders was approved by a vote of at least two-
thirds of the Corporation's Directors then still in
office who were Present Directors or New Directors;

(iv) there is a sale by the Corporation within a three-year
period of assets of the Corporation with either a book
value or market value of 50% or more of the assets of
the Corporation;

(v) a bidder as defined in Rule 14D-1(b) under the Exchange
Act files a Tender Offer Statement with the Securities &
Exchange Commission and the Corporation.

Notwithstanding any other provisions of the Plan, the provisions
of this Section 7.10 may not be amended after the date a Change in
Control occurs without the written consent of a majority in number
of participants.

ARTICLE VIII, AMENDMENT OR TERMINATION OF THE PLAN

8.1 Right To Amend, Suspend or Terminate Plan: The Board reserves the
right at any time to amend, suspend or terminate the Plan in whole
or in part and for any reason and without the consent of any
Optionee, Participant or Beneficiary; provided, that no such
amendment shall:

a. Change the Stock Option price or adversely affect any Stock
Option or Stock Appreciation Right outstanding under the
Plan on the effective date of such amendment or termination,
or

b. Adversely affect any award or grant then in effect or rights
to receive any amount to which Participants or Beneficiaries
have become entitled prior to such amendment, or

c. Unless approved by the shareholders of the Corporation,
increase the aggregate number of shares of Common Stock re-
served for award or grant under the Plan, change the group
of Eligible Employees under the Plan or materially increase
benefits to Eligible Employees under the Plan.

8.2 Periodic Review of Plan: In order to assure the continued
realization of the purposes of the Plan, the Committee shall
periodically review the Plan, and the Committee may suggest
amendments to the Board as it may deem appropriate.

8.3 Amendments May Be Retroactive: Subject to Section 8.1 above, any
amendment, modification, suspension or termination of any
provisions of the Plan may be made retroactively.

ARTICLE IX, GENERAL PROVISIONS

9.1 Rights to Continued Employment, Award or Option: Nothing
contained in the Plan or in any Stock Option, Stock Appreciation
Right or Restricted Common Stock award shall give any employee the
right to be retained in the employment of the Corporation or
affect the right of the Corporation to terminate the employee's
employment at any time. The adoption of the Plan shall not
constitute a contract between the Corporation and any employee.
No Eligible Employee shall receive any right to be granted an
option, right or award hereunder nor shall any such option, right
or award be considered as compensation under any employee benefit
plan of the Corporation.

9.2 Governing Law: The provisions of this Plan and all rights
thereunder shall be governed by and construed in accordance with
the laws of the State of Michigan.

IN WITNESS WHEREOF, execution is hereby effected.

ATTEST: CMS ENERGY CORPORATION

/s/ Thomas A. McNish BY: /s/ William T. McCormick
- ------------------------------ ----------------------------------
Secretary Chairman and Chief Executive Officer

<PAGE>

Exhibit (4)(e)
<PAGE>
<PAGE>

Exhibit (4)(e)

TABLE OF CONTENTS

Page

Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Some Information About the Plan . . . . . . . . . . . . . . . . . . . 2
Eligibility & Enrollment. . . . . . . . . . . . . . . . . . . . . . . 3
Your Contributions. . . . . . . . . . . . . . . . . . . . . . . . . . 3
Company Contributions . . . . . . . . . . . . . . . . . . . . . . . . 5
Investment Funds. . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Your Account. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Withdrawals While You Are Employed. . . . . . . . . . . . . . . . . . 11
Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Beneficiary Designation . . . . . . . . . . . . . . . . . . . . . . . 16
Domestic Relations Orders . . . . . . . . . . . . . . . . . . . . . . 16
Rollover Contributions. . . . . . . . . . . . . . . . . . . . . . . . 16
Claims Procedure. . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Statement of ERISA Rights . . . . . . . . . . . . . . . . . . . . . . 17
Securities Information. . . . . . . . . . . . . . . . . . . . . . . . 19

TEXT OF EMPLOYEES' SAVINGS AND INCENTIVE PLAN

ESTABLISHMENT OF THE PLAN - SECTION 1
Establishment of the Plan . . . . . . . . . . . . . . . . . . . . . . 20

DEFINITIONS - SECTION 2
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Gender. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

ELIGIBILITY - SECTION 3
Eligibility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

ENROLLMENT - SECTION 4
Enrollment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Acceptance of Plan by Participant . . . . . . . . . . . . . . . . . . 27

CONTRIBUTIONS - SECTION 5
Participant Contributions . . . . . . . . . . . . . . . . . . . . . . 27
Elective Employer Contributions . . . . . . . . . . . . . . . . . . . 27
Voluntary Contributions . . . . . . . . . . . . . . . . . . . . . . . 28
Designation of Investment Funds . . . . . . . . . . . . . . . . . . . 28
Inactive Participants . . . . . . . . . . . . . . . . . . . . . . . . 29
Changes in Employment Status. . . . . . . . . . . . . . . . . . . . . 29
Transfers of Employment From One of the Employers to Another. . . . . 29
Transfer of Participant Contributions and Voluntary Contributions to
Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Transfer of Elective Employer Contributions to Trustee. . . . . . . . 29
Matching Employer Contributions . . . . . . . . . . . . . . . . . . . 30
Crediting of Matching Employer Contributions to Participants. . . . . 30
Incentive Contributions . . . . . . . . . . . . . . . . . . . . . . . 30
Limitation on Participant Contributions Elective
Employer Contributions and Matching Employer Contributions
to Participants. . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Rollover Contributions. . . . . . . . . . . . . . . . . . . . . . . . 32
Immediate Allocation Loan . . . . . . . . . . . . . . . . . . . . . . 32
Compliance With Applicable Law. . . . . . . . . . . . . . . . . . . . 33

TRUST FUND AND THE TRUSTEE - SECTION 6
Trust Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Investment Funds. . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Investment Manager. . . . . . . . . . . . . . . . . . . . . . . . . . 34
Reinvestment of Investment Funds. . . . . . . . . . . . . . . . . . . 34
Ownership of the Trust Fund . . . . . . . . . . . . . . . . . . . . . 34
Voting of the Common Stock of CMS Energy Corporation. . . . . . . . . 34
Expenses and Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . 34
Valuation of Trust Fund . . . . . . . . . . . . . . . . . . . . . . . 35

MEMBERS' ACCOUNTS - SECTION 7
Accounts and Records. . . . . . . . . . . . . . . . . . . . . . . . . 35
Method of Determining Interests of Members. . . . . . . . . . . . . . 35
Accounting to Members . . . . . . . . . . . . . . . . . . . . . . . . 35

DISTRIBUTION - SECTION 8
Retirement, Disability or Layoff. . . . . . . . . . . . . . . . . . . 36
Death . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Termination of Employment . . . . . . . . . . . . . . . . . . . . . . 37
Withdrawals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Application for Distribution. . . . . . . . . . . . . . . . . . . . . 42

LOANS - SECTION 9
Loans to Members. . . . . . . . . . . . . . . . . . . . . . . . . . . 42
Loan Application. . . . . . . . . . . . . . . . . . . . . . . . . . . 43
Period of Repayment . . . . . . . . . . . . . . . . . . . . . . . . . 43
Repayment of Loans. . . . . . . . . . . . . . . . . . . . . . . . . . 44
Notice to Members . . . . . . . . . . . . . . . . . . . . . . . . . . 44

BENEFICIARY DESIGNATION - SECTION 10
Beneficiary Designation . . . . . . . . . . . . . . . . . . . . . . . 44

ADMINISTRATION - SECTION 11
Administration of the Plan. . . . . . . . . . . . . . . . . . . . . . 45

CONCERNING THE EMPLOYERS - SECTION 12
Rights Against the Employers. . . . . . . . . . . . . . . . . . . . . 45
Right of Employers To Examine the Records of the
Plan and Trust Fund . . . . . . . . . . . . . . . . . . . . . . . . 45

NON-ALIENATION OF BENEFITS - SECTION 13
Non-Alienation. . . . . . . . . . . . . . . . . . . . . . . . . . . . 45

AMENDMENT AND TERMINATION - SECTION 14
Amendment of the Plan . . . . . . . . . . . . . . . . . . . . . . . . 46
Termination of the Plan . . . . . . . . . . . . . . . . . . . . . . . 46
Merger of Plan. . . . . . . . . . . . . . . . . . . . . . . . . . . . 47

LITIGATION - SECTION 15
Litigation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47

UNCLAIMED ACCOUNTS - SECTION 16
Unclaimed Accounts. . . . . . . . . . . . . . . . . . . . . . . . . . 47

DISABILITY, INFIRMITY OR INCOMPETENCY -
SECTION 17
Disability, Infirmity or Incompetency . . . . . . . . . . . . . . . . 48

APPLICABLE LAWS - SECTION 18
Applicable Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . 48

EMPLOYMENT RIGHTS - SECTION 19
Employment Rights . . . . . . . . . . . . . . . . . . . . . . . . . . 48

CLAIMS PROCEDURE - SECTION 20
Claims Procedure. . . . . . . . . . . . . . . . . . . . . . . . . . . 48

CAPTIONS - SECTION 21
Captions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49

TOP-HEAVY PLAN RULES - SECTION 22
Top-Heavy Plan Rules. . . . . . . . . . . . . . . . . . . . . . . . . 49

EXCESS CONTRIBUTIONS - SECTION 23
Recharacterization. . . . . . . . . . . . . . . . . . . . . . . . . . 56
Separate Application. . . . . . . . . . . . . . . . . . . . . . . . . 62

APPENDIX A<PAGE>
<PAGE>

============
introduction
============

This document constitutes part of a prospectus covering securities that
have been registered under the Securities Act of 1933.

The description presented on the following pages is a summary of the
Employees' Savings and Incentive Plan as amended through August 1, 1992,
and explains in general terms the principal features of the Plan. this
booklet if you should wish to review it in greater detail. This
description uses, sometimes without defining, certain terms which are
defined in the Plan section of this booklet. When used they are
capitalized. If you want further clarification of the terms and
conditions of the Plan, you may contact the Retirement Plans Department,
Consumers Power Company, 212 West Michigan Avenue, Jackson, Michigan
49201, Telephone Number 8-1831 or 8-0251.

General TAX NOTES are included which reflect our understanding of the
Internal Revenue Code of 1986 as amended; however, you should consult your
tax adviser for specific application of this complicated Act to your own
situation.

IF THERE ARE ANY INCONSISTENCIES BETWEEN THE PLAN LANGUAGE AND STATEMENTS
APPEARING IN THE SUMMARY PORTION OF THIS BOOKLET OR MADE BY ANY PERSON,
THE ACTUAL PROVISIONS OF THE PLAN SHALL GOVERN.

===============================
some information about the plan
===============================

* The Plan covers employees of Consumers Power Company, its wholly
owned subsidiaries, NOMECO, and other CMS Energy companies which
have adopted the Plan.

* You may contribute from 1% to 16% of your regular Compensation.

* The Company will match at least 1/2 of the amount you contribute
up to a match of 3% of your salary.

* The Company pays all the costs of the Plan.

* Each Plan year ends on December 31.

* The Plan is a defined contribution plan intended to qualify under
Section 401 of the Internal Revenue Code of 1986.

* The Normal Retirement Date under the Plan is "Retirement Age" as
defined in Section 216(l) of the Social Security Act in effect on
June 1, 1989.

* The Plan Administrator is Consumers Power Company, 212 West
Michigan Avenue, Jackson, Michigan 49201, Business Telephone
(517) 788-0354.

* S. K. Smith, Jr. and T. A. McNish have been appointed by the
Company to administer the Plan.

* The Trustee of the Plan is NBD Bank N.A., 611 Woodward Avenue,
PO Box 222A, Detroit, Michigan 48232.

* T. A. McNish, 212 West Michigan Avenue, Jackson, Michigan is the
agent for service of legal process. Service of process may also
be made upon the Trustee or the Plan Administrator.

* The Employer Identification Number is 38-0442310.

* The Plan Number is 002.

* The Company has the right to amend or terminate the Plan at any
time.

* The Company's right to discipline or discharge employees is not
affected by any of the provisions of the Plan.

========================
eligibility & enrollment
========================

* You are eligible to join the Plan if you are a regular employee.

* To join the Plan, you should send an Enrollment Form to: The
Retirement Plans Department, 212 West Michigan Avenue, Jackson,
Michigan 49201. The form is available in the Retirement Plans
Department or your Human Resources office.

* Enrollment will be effective on the next administratively
feasible pay date.

* Transfers between participating CMS Energy companies will not
affect your continuing in the Plan.

==================
your contributions
==================

ELECTIVE EMPLOYER - 401(k) (Before Tax)

* You may elect to have the Company contribute for you from 1% to
12% of your regular straight-time salary or wages including cost
of living allowances by agreeing to have your Compensation
reduced by the same percentage.

* If your regular annual Compensation is more than $60,535 (may be
adjusted for inflation by Plan administrators) the most you can
have contributed is 9% of your Compensation.

* Your reduced Compensation will be the amount reported to Federal,
State and Local Governments for income tax purposes.

* Your regular Compensation without reduction will be used by the
Company for all other purposes, for example, pension and
insurance calculations.

* If your annual regular Compensation is $60,535 or more (may be
adjusted for inflation by Plan administrators) the Company may
have to reduce your contribution to prevent the IRS
disqualification of the Plan. If that should happen, the
reduction will be treated as Participant or Voluntary
Contribution and included in your Compensation for tax purposes.

PARTICIPANT CONTRIBUTIONS (After Tax)

* You may contribute from 1% to 6% of your regular straight-time
salary or wages including cost of living allowances through
payroll deduction.

* The 6% limit is reduced by the percent of Elective Employer
Contributions, if any.

* Your entire regular Compensation will be reported to Federal,
State and Local Governments for income tax purposes.

VOLUNTARY CONTRIBUTIONS (After Tax)

* You may also contribute from 1% to 10% of your regular
straight-time salary or wages including cost of living allowances
through payroll deduction.

* The 10% limit is reduced by the percent by which Elective
Employer Contributions exceed 6%.

ADJUSTMENTS

If your annual regular Compensation is $60,535 or more (may be adjusted
for inflation by Plan administrators), the Company may have to reduce your
Participant and Voluntary Contributions to prevent IRS disqualification of
the Plan. If that should happen, your Voluntary Contributions would be
affected first, then your Participant Contributions if necessary. The
contributions would be returned to you.

CHANGES

* You can increase or decrease the amount of your contribution at
any time and it will be effective as soon as practicable.

* If you discontinue Elective Employer or Participant Contribution,
further contributions cannot be made for three months.

=====================
company contributions
=====================

MATCHING EMPLOYER CONTRIBUTIONS

* The Company will contribute one-half of your monthly
contribution, up to a maximum Matching Employer Contribution of
3% of your straight-time salary or wages including cost of
living.

INCENTIVE MATCHING CONTRIBUTIONS

* Each year the Company will set a performance goal of two factors,
(1) earnings and (2) comparison of the Company's gas and electric
rates with other major investor-owned utilities. The overall
goal will be based 70% on earnings and 30% on energy rates.

* Additional Company match based on achievement of goal is:

Incentive Match
Percent of Goal as Percent of Your Contribution

80% 10%
90% 25%
100% 40%
110% 50%

* The Incentive Match will be prorated for exact percentage of goal
achieved above 80% and less than 110%.

* The Incentive Match will be determined at the end of each year
and will be based on your net Elective Employer and Participant
Contributions of up to 6% of your Compensation for the year.

* The Plan administrators may exclude Incentive Contributions to
the accounts of certain Officers of Employers.

* Company contributions are deductible by the Company on its
Federal income tax returns.

================
investment funds
================

FUND A

Consists of investment contracts issued by insurance companies or
financial institutions, U.S. Government obligations, corporate debt
obligations and other debt instruments, and temporary investments.

FUND B

Consists of common stocks (other than CMS Energy stock) and temporary
investments.

FUND C

Consists of CMS Energy Corporation common stock and temporary investments.

DESIGNATION OF FUNDS

* You choose the percentage of your contributions to be invested in
Fund A, Fund B, or Fund C.

* You can allocate your contributions all in one fund or split them
between two or three funds.

* The Company's contributions, Matching and Incentive, will be
invested in Fund C.

* You may change the allocation of your future contributions at any
time. The change will be effective as soon as feasible.

* You may switch past contributions between funds as of a future
Valuation Date (last business day of each month).

VOTING OF CMS ENERGY CORPORATION COMMON STOCK

* You will be given an opportunity to give voting instructions for
shares in your account and the Trustee will comply with your
instructions.

============
your account
============

* The value of your individual account is based on the number of
units held for you in any of the three funds as of each Valuation
Date (the last business day of each month).

* The value of the units is determined by dividing the market value
of each fund's investments by the total number of units held by
employees in that fund.

* If the market value of the fund's assets increases, your account
will increase in value; if the assets decrease in value, your
account will decline in value.

* With each monthly contribution you will purchase units. For
example:

Compensation - $1,000 per month, 6% contribution, allocated to
Fund C, unit value $6.00

$1,000 Salary
x 6%
---------
$ 60 Contribution
/ 6.00 Unit Value
---------
10 Units of Fund C Purchase

* Each quarter and each year-end you will receive a personal
statement of your account showing activity in your account for
the period.

=============
distributions
=============

RETIREMENT OR DISABILITY

* If you were under 50 years old on January 1, 1986, you may elect
to receive your entire account balance including Company
contribution in:

(a) a "lump sum" at or after age 59-1/2 (if retirement before
age 59-1/2, payment may be deferred until age 59-1/2) or

(b) installments over not more than the number of years shown in
Appendix A as of your nearest birthday, or

(d) a deferred payment, either lump sum or installments.

-------------------------------
INCOME TAX NOTE:

a) "Lump sum" after 59-1/2:
One time election for 5-
year forward averaging.

b) Installments: After-tax
contributions prorated
over installment period
until recovered.
-------------------------------

* If you were age 50 or over on January 1, 1986, you may elect to
receive your entire account balance including Company
contributions in:

(a) a "lump sum," or

(b) installments over not more than the number of years shown
in Appendix A as of your nearest birthday, or

(c) a deferred payment, either "lump sum" or installments.
However, you must begin receiving a distribution by
April 1 of the year following the year in which you reach
70-1/2 years of age.

-------------------------------
INCOME TAX NOTE:

a) "Lump sum":
(1) Choice of 10-year
forward averaging
using 1986 Tax
Tables or 5-year
forward
averaging.
(2) Favorable capital
gains treatment
for pre-1974
contributions
still available.

b) Installments: After-tax
contributions prorated
over installment period
until recovered.
-------------------------------

LAYOFF

You may elect to receive your entire account balance including Company
contributions in:

(a) taxable single sum, or

(b) installments over not more than the number of years shown in
Appendix A as of your nearest birthday.

DEATH

If you die before retirement or distribution has been completed, the
entire balance in your account will be paid in a "lump sum" to your spouse
or other beneficiary if your spouse has given notarized consent.

TERMINATION OF EMPLOYMENT

* You will be entitled to receive the value of your Elective
Employer, Participant and Voluntary Contributions.

* Of Company contributions, both Matching Employer and Incentive
Contributions, you will be entitled to 10% of the value for each
of the first four years of service and 20% for each of the next
three years. After seven years of service you will be 100%
vested.

--- You are credited with a year of service when you have
completed 1,000 Hours of Service in a calendar year. (For
SE-W and OM&C employees all Hours of Service including
overtime are counted. EA&P employees are credited with 10
hours for each day compensated.)

* You may receive the value of your account (including vested
Company contributions) in:

(a) a taxable single sum at the time of termination of
employment, or

(b) a taxable single sum at your Normal Retirement Date, if
the taxable portion is over $3,500.

-------------------------------
INCOME TAX NOTE:

Taxable portion (all
earnings, Elective Employer
and Matching Employer
Contributions) is fully
taxable plus additional tax
of 10%; however, no tax
assessed if rolled over to an
IRA. (If age 50 on
January 1, 1986, 10-year
forward averaging available
once.) Normal Retirement
Date distribution not subject
to additional tax of 10%.
-------------------------------

* If you are reemployed within 24 months following your termination
of employment and you repay thereafter, the entire amount of your
Elective Employer and Participant units, the amount you forfeited
will be restored to your account.

METHOD OF PAYMENT

All payments from Fund A and Fund B will be made only in cash. "Lump sum"
or single sum payments from Fund C will be made in shares of common stock
of CMS Energy and/or cash.

==================================
withdrawals while you are employed
==================================

ELECTIVE EMPLOYER UNITS

* After age 59-1/2 - you may withdraw all or part of the value of
your Elective Employer units.

* Before age 59-1/2 - you may withdraw part of the value of these
units only in the event of financial hardship.

(a) You must have an immediate and heavy financial need for:

(1) medical expenses for you, your spouse or dependents
(2) expenses for the purchase of your principal residence
(3) college tuition for the next term for you, your spouse,
children or dependents
(4) expenses to prevent eviction from your principal
residence

(b) The withdrawal must be necessary to meet the financial
need and you certify that it cannot be met by:

(1) reimbursement or Compensation by insurance or otherwise
(2) reasonable liquidation of your assets without creating
an additional financial need
(3) stopping your contributions to the Plan
(4) all other withdrawals and loans from the Plan and loans
from commercial sources on reasonable terms
(5) all reasonably available resources of your spouse or
minor children

(c) Earnings on your Elective Employer Contributions earned
after January 1, 1989 are not available for a hardship
withdrawal.

-------------------------------
INCOME TAX NOTE:

Fully taxable, plus
additional tax of 10% of
withdrawal.
-------------------------------

PARTICIPANT UNITS

* You may withdraw all or part of the value of your Participant
units.

* If you do, you will not be able to make another withdrawal for
one year.

VOLUNTARY UNITS

You may withdraw all or part of the value of your Voluntary units at any
Valuation Date.

-------------------------------
INCOME TAX NOTE:

a) Contributions (not
earnings) before
January 1, 1987 are
available without tax.
b) Withdrawals of amounts
attributable to
contributions made after
1986 will be prorated
between contributions and
earnings on all
Participant and Voluntary
Contributions.
c) Additional 10% tax on
taxable portion.

Example:

Pre-1987 after-tax
contributions $2,000
After-tax contributions
made after 1986 1,000
Earnings on all after-tax
contributions 500
Other Accounts: Elective
Employer and Earnings,
Matching Employer and
Earnings 3,000
------
Total account $6,500

To withdraw $3,000 with
minimum tax liability:

1. Withdraw $2,000 pre-1987
contribution on nontaxable
basis.

2. Additional $ 1,000 is
taxable in same proportion
as after-tax contributions
and earnings ($1,000 = 2/3
of $1,500). Therefore of
the $1,000, $667 (2/3) is
nontaxable and $333 (1/3)
is taxable. Other
accounts are not
considered. Also
additional tax of 10% will
apply to $333 portion.
-------------------------------

MATCHING EMPLOYER AND INCENTIVE CONTRIBUTIONS

* You can withdraw only that part which is vested. You will be
fully vested after seven years of Service.

* Also, you cannot withdraw these units until they have been in
your account for at least two full years.

* If you withdraw units before you are fully vested, you will
forfeit the non-vested part of your account. (You may repay the
entire amount of the withdrawal and the forfeited amount will be
restored to your account.)

* If you withdraw these units, you cannot resume participation in
the Plan as follows:

Amount of Withdrawal
of Matching Employer and
Incentive Units Period of Time

Less than 25% of the value 3 full calendar months

25% or more, but less than 50% of
the value 6 full calendar months

50% or more, but less than 75% of
the value 9 full calendar months

75% or more of the value 12 full calendar months

-------------------------------
INCOME TAX NOTE:

Fully taxable plus additional tax of 10%.
-------------------------------

=====
loans
=====

* You can borrow money from the Plan for extraordinary or emergency
needs. For example, home purchase, home improvements, college
expenses or high school tuition for your children. The Plan
administrators will determine on a uniform basis, what is an
extraordinary or emergency need.

* Unless government regulations permit the loan to be secured by
more than 50% of the value of your total vested units, the amount
of the loan cannot be more than 50% of the value of your total
vested units.

* Your loan must be at least $1,000 and no more than $50,000.

* Your loan will be secured by your account balance.

* If you wish to borrow money from the Plan you must complete an
application and return it to the Retirement Plans Department.

* Repayment of your loan must be by payroll deduction over not more
than five years.

Exception: a loan to acquire your principal residence may be
repaid over a longer period not to exceed ten years.

* Interest Rate - the Plan administrators will determine the
interest rate on loans based on many factors including generally
prevailing rates. (Current rate is available from Retirement
Plans Department or your Human Resources office.)

* As the loan is repaid, your payments including interest will be
credited to your account in the fund(s) from which the loan was
taken.

* Your loan will be considered in default if you leave employment
or miss any payments under the Plan. Upon default the Plan
administrators are authorized to use any legal means to assure
the loan is repaid.

=======================
beneficiary designation
=======================

When you enroll in the Plan, you may designate a beneficiary with the
notarized consent of your spouse to receive any distribution in the event
of your death. If you die while you have units in your account, your
spouse or your beneficiary generally will receive the entire value of the
units credited to your account in a lump sum payment.

=========================
domestic relations orders
=========================

Under law, the Plan administrators must follow certain court orders in
domestic relation situations which give all or a part of your account to
one or more alternate payees, such as a spouse, ex-spouse, child or other
dependent. The order may require the payment to the alternate payee
whether or not you have retired. You will be notified if a court order is
received by the Plan administrators.

======================
rollover contributions
======================

The Plan permits under certain specified conditions rollovers from
employee benefit plans of former employers. Distribution or withdrawal
of these contributions is likewise subject to specified legal and Plan
conditions.

================
claims procedure
================

In the administration of any complex program, occasional questions or
problems may arise. If you or your beneficiary have a claim for benefits
under the Plan, it must be filed with the Plan administrators, Consumers
Power Company, Employees' Savings and Incentive Plan, 212 West Michigan
Avenue, Jackson, Michigan 49201. Written notice of the disposition of
your claim will be sent within 30 days after the claim is filed. If the
claim is denied, the reasons for denial will be set forth in writing. If
a change could be made in the claim to bring about approval, an
explanation of what must be done will be given.

You, your beneficiary or your duly authorized representative may appeal
the denial of the claim, review pertinent documents and submit issues and
comments in writing to the Plan administrators. If further consideration
is denied, a hearing may be requested within 90 days after notification of
the denied claim. The hearing will take place within 30 days, and the
decision in writing will be sent within 30 days after the hearing.

=========================
statement of erisa rights
=========================

As a participant in the Employees' Savings and Incentive Plan of Consumers
Power Company you are entitled to certain rights and protections under the
Employee Retirement Income Security Act of 1974 (ERISA). ERISA provides
that all Plan participants shall be entitled to:

* Examine, without charge, at the Plan Administrator's office and
upon request at local Human Resources' offices all Plan documents
and copies of all documents filed by the Plan with the U.S.
Department of Labor, such as annual reports and Plan
descriptions.

* Obtain copies of all Plan documents and other Plan information
upon written request to the Plan administrators. The
Administrator may make a reasonable charge for the copies.

* Receive a summary of the Plan's annual financial report. The
Plan administrators are required by law to furnish each
participant with a copy of the summary annual report.

In addition to creating rights for Plan participants, ERISA imposes duties
upon the people who are responsible for the operation of the employee
benefit plan. The people who operate your Plan, called "fiduciaries" of
the Plan, have a duty to do so prudently and in the interest of you and
other Plan participants and beneficiaries. No one, including your
employer, your union or any other person, may fire you or otherwise
discriminate against you in any way to prevent you from obtaining an
Employees' Savings Plan benefit or exercising your rights under ERISA. If
your claim for a benefit is denied in whole or in part, you must receive a
written explanation of the reason for the denial. You have the right to
have the Plan administrators review and reconsider your claim.

Under ERISA, there are steps you can take to enforce the above rights.
For instance, if you request materials from the Plan and do not receive
them within thirty days, you may file suit in a federal court. In such a
case, the court may require the Plan administrators to provide the
materials and pay you up to $100.00 a day until you receive the materials,
unless the materials were not sent because of reasons beyond the
Administrator's control. If you have a claim for benefits which is denied
or ignored, in whole or in part, you may file suit in a state or federal
court. If it should happen that Plan fiduciaries misuse the Plan's money,
or if you are discriminated against for asserting your rights, you may
seek assistance from the U.S. Department of Labor, or you may file suit in
a federal court. The court will decide who should pay court costs and
legal fees. If you are successful, the court may order the person you
have sued to pay these costs and fees. If you lose, the court may order
you to pay these costs and fees, for example, if it finds your claim is
frivolous.

If you have any questions about your Plan, you should contact the Plan
administrators. If you have any questions about this statement or about
your rights under ERISA, you should contact the nearest Area Office of the
U.S. Labor-Management Services Administration, Department of Labor.

======================
securities information
======================

An indeterminate number of interests in the Plan and 3,478,260 shares of
common stock of CMS Energy issued and to be issued pursuant to the Plan
are registered under the Securities Act of 1933 (Securities Act) with the
Securities and Exchange Commission.

The summary description of the Plan and the Plan contained in this booklet
provide information required by Part I, Item I of Form S-8 of the
Securities Act and are hereby provided to the Plan Participants as part of
the Securities Act Section 10(a) prospectus.

Certain documents which are filed regularly with the Securities and
Exchange Commission are hereby incorporated by reference and are a part of
this Securities Act Section (10)(a) prospectus and the registration
statement. These include CMS Energy's annual report on Form 10-K, its
quarterly reports on Form 10-Q, the annual report of the Plan on Form 11-K
and interim reports on Form 8-K.

As a Participant in the Employees' Savings and Incentive Plan of Consumers
Power Company, you are entitled to obtain without charge, upon written or
oral request, the documents which are incorporated by reference into the
Plan's registration statement. In addition, you may obtain without
charge, upon oral or written request, other documents which are required
to be delivered to employees pursuant to Rule 428(b) under the Securities
Act. These documents may be obtained from the Retirement Plans
Department, Consumers Power Company, 212 West Michigan Avenue, Jackson,
Michigan 49201, Telephone Number (517) 788-0251.

EMPLOYEES' SAVINGS AND INCENTIVE PLAN

OF CONSUMERS POWER COMPANY

SECTION 1. ESTABLISHMENT OF THE PLAN

1.1 Establishment of the Plan. Consumers Power Company (hereinafter
sometimes referred to as "Consumers"), a Michigan corporation, with its
principal executive office and place of business at Jackson, Michigan, has
established a savings plan, effective as of November 1, 1961, which is
described herein and which, as it may be amended from time to time, shall
be known as the "EMPLOYEES' SAVINGS AND INCENTIVE PLAN OF CONSUMERS POWER
COMPANY" (hereinafter referred to as the "Plan"). This restatement of the
Plan specifically includes Amendments made through August 1, 1992.

SECTION 2. DEFINITIONS

2.1 Definitions. Whenever used in the Plan, the following terms shall
have the respective meanings as set forth below, unless
the context clearly indicates otherwise:

"Compensation" A Participant's regular straight-time salary or wages
including cost of living allowances from an Employer,
before any adjustment for Elective Employer Contri-
butions under this Plan, or deductions for taxes,
Social Security, etc., which, as so defined, shall
continue to be used by the Company in the adminis-
tration of salary and related benefit programs where
applicable; provided however that annual Compensation
of any Participant from the Employers shall be
disregarded for all purposes under the Plan to the
extent such Compensation exceeds $200,000 (or such
other cost-of-living adjusted amount as determined by
the Secretary of the Treasury).

"Compensation The amount of a Participant's Compensation per pay
Rate" period.

"Disability" Total and permanent disability of a Member as is
established by evidence satisfactory to the Employer.

"Elective Moneys or property received by the Trustee resulting
Employer from a Participant's action under Section 5.2.
Contributions"

"Employee" Any person regularly employed by an Employer.

"Employer/ Consumers (and its wholly owned subsidiaries) and
Employers" the wholly owned subsidiaries of CMS Enterprises
Company which were prior to June 12, 1987 wholly owned
subsidiaries of Consumers and any successor or
successors, and any one or more of the following
corporations, CMS Energy Corporation, and its
subsidiaries wholly owned, directly or indirectly, if
the Board of Directors of such corporations determine
to adopt the provisions of the Plan; and each of such
companies.

"ESOP Loan" An immediate allocation loan made by an Employer for
the purpose of making contributions on behalf of the
Employers contemplated by Sections 5.10 and 5.12 and
which satisfies the requirements of Section 5.15.

"Fiscal Year" A period commencing on January 1 of any year and ending
on December 31 of such year.

"Former A Participant who has died, has reached his Retire-
Participant" ment Date, has had his employment with an Employer
terminated on account of a Disability, or otherwise has
terminated his employment with an Employer, or who
because of change in employment status with an Employer
is no longer eligible as an Employee under the Plan.

"Fund A" The Investment Fund forming part of the Trust Fund
consisting of the moneys which the Employers shall
direct the Trustee to place in such fund, and such
obligations issued or fully guaranteed by the United
States of America or any agency or instrumentality
thereof, corporate bonds, notes, certificates, or any
other similar evidence of indebtedness, debentures
(other than corporate bonds and debentures issued by
the Employers), interest bearing deposits with
financial institutions other than the Trustee, and
contracts with insurance companies including but not
limited to deposit administration contracts, guaranteed
investment contracts, or similar type contracts,
together with all income and accretions thereon, and
cash, temporary investments of any type, or cash
equivalents, all within the limitations specified in
the trust agreement.

"Fund B" The Investment Fund forming part of the Trust Fund
consisting of the moneys which the Employers shall
direct the Trustee to place in such fund, and such
common stocks and securities convertible into common
stock (other than securities of the Employers),
together with all income and accretions thereon, and
cash, temporary investments of any type, or cash
equivalents, all within the limitations specified in
the trust agreement.

"Fund C" The Investment Fund forming part of the Trust Fund
consisting of the moneys or securities which the
Employers shall direct the Trustee to place in such
fund, common stock of CMS Energy Corporation, and other
securities of CMS Energy Corporation convertible into
common stock of CMS Energy Corporation, together with
all income and accretions thereon, and cash, temporary
investments of any type, or cash equivalents, all
within the limitations specified in the trust
agreement.

"Fund D" The Investment Fund forming part of the Trust Fund
consisting of the promissory notes of Members, which
the Employers shall direct the Trustee to place in such
fund, together with all income and accretions thereon.

"Hours of The hours during a fiscal year for which an Employee
Service" directly or indirectly is entitled to Compensation as
paid or as becomes payable by an Employer for the
performance of duties during the applicable computation
period, and for other times for which no duties are
performed (irrespective of whether the employment
relationship has terminated) as for example, vacations,
holiday, sickness and incapacity but excluding hours
for payments for workers' compensation, unemployment
compensation, payments under disability insurance, and
retirement under this Plan, provided overtime hours
shall be at straight time only, and provided further,
each Employee paid semimonthly shall be credited with
ten (10) Hours of Service per day for each day for
which the Employee is directly or indirectly compen-
sated by an Employer. Each Employee will also be
credited with an "Hour of Service" for each hour of
back pay, either awarded or agreed to by an Employer,
irrespective of mitigation of damages. The aforesaid
hours shall be credited in accordance with Department
of Labor Regulation 2530.200b2(b) and 2(c), when
applicable.

"Inactive A Participant who is not currently making Participant
Participant" contributions under the Plan, and for whom Elective
Employer Contributions are not currently being made
under the Plan.

"Incentive Money or property received by the Trustee under
Contributions" Section 5.12.

"Investment An investment fund forming part of the Trust Fund
Fund" as may be established by the Plan administrators from
time to time, all within the limitations specified in
the Trust Agreement.

"Investment Any person, firm or corporation, which is registered
Manager" as an Investment Adviser under the Investment Advisers
Act of 1940; is a bank as defined in that Act; or is an
insurance company qualified to perform management
services in more than one state, and which has
acknowledged in writing that it is a fiduciary with
respect to the Plan.

"Leased Any person (other than an Employee of the recipient)
Employee" who pursuant to an agreement between the recipient and
any other person ("leasing organization") has performed
services for the recipient (or for the recipient and
related persons determined in accordance with
Section 414(n)(6) of the Internal Revenue Code of 1986,
as amended) on a substantially full-time basis for a
period of at least one year, and such services are of a
type historically performed by employees in the
business field of the recipient employer.
Contributions or benefits provided a leased employee by
the leasing organization which are attributable to
service performed for the recipient employer shall be
treated as provided by the recipient employer.

A leased employee shall not be considered an Employee
of the recipient if: (i) such employee is covered by a
money purchase pension plan providing: (1) a
non-integrated employer contribution rate of at least
ten percent (10%) of Compensation, as defined in
Section 2.1 of the plan, but including amounts
contributed pursuant to a salary reduction agreement
which are excludable from the employee's gross income
under Section 125, Section 402(a)(8), Section (402)(h)
or Section 403(b) of the Code; (2) immediate
participation; and (3) full and immediate vesting; and
(ii) leased employees do not constitute more than
twenty percent (20%) of the recipient's non-highly
compensated work force. Notwithstanding any foregoing
provisions to the contrary, leased employees shall not
be considered Participants of this Plan.

"Matching Moneys or property received by the Trustee under
Employer Section 5.10.
Contributions"

"Member" A Participant, Inactive Participant, or Former
Participant.

"Named The Employers who shall have authority to control
Fiduciary(s)" and manage the operation and administration of the
Plan.

"Participant" Any Employee who meets the eligibility requirements of
the Plan, who elects to enroll under the Plan, and who
is currently making Participant Contributions under the
Plan or for whom Elective Employer Contributions are
being made under the Plan.

"Participant Moneys received by the Trustees from a Participant
Contributions" under Section 5.1.

"Retirement The Valuation Date immediately preceding the date
Date" a Member actually retires from employment with
his Employer on his Normal, Early or Deferred
Retirement Date as set forth below:

(a) Normal Retirement Date. The first day of the
month upon which the Employee reaches
"Retirement Age" as defined in Section 216(l) of
the Social Security Act, as amended and in
effect on June 1, 1989.

(b) Early Retirement Date. The date, which shall be
the first day of a month, on which an Employee
retires at his election on or after the date
which is 120 months preceding Normal Retirement
Date.

(c) Deferred Retirement Date. The date, which shall
be the first day of a month, of retirement after
Normal Retirement Date.

"Rollover Moneys or property received by the Trustee under
Contributions" Section 5.14.

"Service" The number of years of employment with an Employer;
provided, however, that successive periods of
employment with any of the Employers shall be added
together in calculating a period of Service. Moreover,
employment with an Employer shall not be regarded as
having been interrupted by, and Service shall include,
periods of time during which a person is laid off by an
Employer on account of lack of work, provided he
returns to work with an Employer within a reasonable
time after he is offered reemployment; and periods of
time during which a person is on leave of absence from
an Employer to serve in the Armed Forces of the United
States or of any State thereof, provided he returns to
work with an Employer within the time prescribed by law
for the exercise of reemployment rights; and periods of
time during which a person is on any leave of absence
authorized by an Employer. A year of Service is any
Fiscal Year during which the Employee completes at
least 1,000 Hours of Service. Further, "Service means
all employment on or after the effective date of this
Plan including part time and temporary employment, with
an Employer, including companies which are members of a
controlled group with the Employer within the meaning
and application of Section 414 of the Code and with
entities which are predecessors to an Employer as
provided in the regulations issued under ERISA.

"Trust Fund" The moneys, securities, or other property held by the
Trustee under the trust agreement between the Trustee
and the Employers, including the investment funds
defined herein, held by the Trustee and into which all
contributions and earnings thereon shall be paid, and
out of which all payments and distributions shall be
made.

"Trustee" The bank, banking association or trust company with
which the Employers enter into a trust agreement as
provided in the Plan.

"Valuation The last business day or any other business day of
Date" each calendar month designated by Consumers.

"Voluntary Moneys received by the Trustee from a Participant
Contributions" under Section 5.3.

2.2 Gender. Any masculine terminology used herein shall also include the
feminine.

SECTION 3. ELIGIBILITY

3.1 Eligibility. Each Employee is eligible to become a Participant on
date of employment. Each Employee represented on July 1, 1992 by the
Utility Workers Union of America, AFL-CIO, and its Michigan State Utility
Workers Council, with respect to Employees of Consumers Power Company,
shall be first eligible to become a Participant on August 1, 1992 for the
first pay period beginning on or after such date. If applicable, each
Employee of Michigan Gas Storage Company represented on September 1, 1992
by Local 358 of the Utility Workers Union of America, AFL-CIO, shall be
first eligible to become a Participant on October 1, 1992 for the first
pay period beginning on or after such date. If a former Participant is
reemployed by an Employer as an Employee, he shall be eligible to become a
Participant on the first pay date next following the date of such
reemployment.

SECTION 4. ENROLLMENT

4.1 Enrollment. An Employee eligible to become a Participant may enroll
under the Plan by making an application in writing on a form supplied by
his Employer and, upon receipt by the Plan administrators, such enrollment
shall become effective on a pay date following the date he is eligible to
become a Participant.

4.2 Acceptance of Plan by Participant. The filing of an application for
enrollment with the Plan administrators under the Plan shall constitute an
acceptance of the terms and provisions of the Plan.

SECTION 5. CONTRIBUTIONS

5.1 Participant Contributions. Each Participant may, so long as he
remains a Participant, contribute to the Plan each pay period not less
than one percent (1%) nor more than six percent (6%) of his then Compensa-
tion Rate; provided, however, that such six percent (6%) maximum shall be
reduced by the percent, if any, elected under Section 5.2. Contributions
of a Participant shall be deducted by his Employer on each pay date from
the Compensation of such Participant with respect to such pay period. A
Participant may adjust the rate of his contribution at any time by giving
his Employer advance notice in writing. A Participant may discontinue
contributions as of any pay date by giving his Employer advance notice in
writing, but if a Participant discontinues contributions without at the
same time making an election under Section 5.2, he may not resume
contributions before the first pay date following the lapse of three (3)
months from the date of discontinuance. Each Inactive Participant or
Former Participant, who is eligible to become a Participant, may resume
contributions under the Plan, by giving his Employer advance notice in
writing.

5.2 Elective Employer Contributions. Each Participant may, so long as he
remains a Participant, elect on a form provided by his Employer, to have
his Compensation reduced each pay period not less than one percent (1%)
nor more than nine percent (9%) of his then Compensation and to have his
Employer contribute such amount to the Plan out of its current or
accumulated earnings and profits; provided however, that a Participant
whose annual Compensation is less than $60,535 (or such larger amount as
the Plan administrators may prescribe) may elect up to twelve percent
(12%) of his then Compensation. A Participant may adjust the rate of such
contribution at any time by giving his Employer advance notice in writing.
A Participant may discontinue his election as of any pay date by giving
his Employer advance notice in writing, but if a Participant discontinues
his election without at the same time electing to make Participant
Contributions under Section 5.1, he may not make another election before
the first pay date following the lapse of three (3) months. Each Inactive
Participant or Former Participant, who is eligible to become a
Participant, may elect under this Section 5.2 by giving his Employer
advance notice in writing. Notwithstanding the foregoing, the Employer
may reduce the percent elected for any group of or all Participants for
purposes of complying with Section 401(k) of the Internal Revenue Code or
regulations adopted pursuant thereto. In such event, such amount not
considered Elective Employer Contributions shall be considered as
Participant Contributions under Section 5.1 or Voluntary Contributions
under Section 5.3 as the Plan administrators may deem appropriate.

5.3 Voluntary Contributions. Each Participant may, so long as he remains
a Participant, contribute to the Plan each pay period, not less than one
percent (1%) nor more than ten percent (10%) of his then Compensation
Rate; provided, however, that such ten percent (10%) shall be reduced by
the percent, if any, by which contributions elected under Section 5.2
exceed six percent (6%). Contributions of a Participant shall be deducted
by his Employer on each pay date from the Compensation of such Participant
with respect to such pay period. A Participant may adjust the rate of his
contribution at any time by giving his Employer advance notice in writing.
A Participant may discontinue contributions as of any pay date by giving
his Employer advance notice in writing.

5.4 Designation of Investment Funds. At the time of designation of his
Participant, Elective Employer, Voluntary, or Rollover Contributions under
the Plan, each Participant shall specify the proportions of such
contributions to be allocated to his account in various Investment Funds.
A Participant may elect to allocate such contributions entirely to one
such fund or he may elect to have such contributions allocated between two
(2) or more of such funds; provided however, Participant and Voluntary
Contributions may not be allocated or reallocated to Fund C unless an
effective Registration Statement has been filed with the Securities and
Exchange Commission (SEC) or such contributions are otherwise exempt under
the Security Act of 1933. Since the selection of investments involves an
element of risk, the Participant shall make his own decision concerning
the investment of such contributions and no representative of an Employer,
or the Trustee, is authorized to make any recommendation to any
Participant concerning the various investment options which are available
under the Plan. Changes in the allocation of a Participant's future
contributions among the available investment funds may be effected at any
time by giving his Employer advance notice in writing of each such change.
All or a part of a Member's past Participant, Elective Employer,
Voluntary, or Rollover Contributions which are in a Member's account on a
Valuation Date may be reallocated among the Investment Funds on a
Valuation Date by giving his Employer advance notice in writing of such
change. If a reallocation of such prior contributions is made, the value
of the units to be reallocated shall be determined as of the Valuation
Date selected by such Member and such units shall be cancelled. Units of
value equal to the value of the units that were cancelled shall be placed
in the Investment Fund(s), as requested by such Member, as of the
Valuation Date selected by such Member. The value of the units shall be
determined under the provisions of Section 7.2. A Member may not select a
Valuation Date which precedes the date of such request for a change in
allocation of such contributions.

5.5 Inactive Participants. Each Participant whose contributions have
been discontinued in accordance with the provisions of Section 5.1 or 5.2,
so that contributions are no longer being made under either Section, shall
thereupon become an Inactive Participant.

5.6 Changes in Employment Status. If a Member's employment status with
an Employer is changed so that he is no longer eligible as an Employee
under the Plan, he shall be a Former Participant and, as such, he may not
make or have made by his Employer any contributions under the Plan.
However, his account shall share in the net income or loss of the Trust
Fund. If such Former Participant's employment status with an Employer is
again changed so that he is eligible as an Employee under the Plan, he may
resume participation as of a pay date following the date of such later
change in employment status.

5.7 Transfers of Employment From One of the Employers to Another. If a
Member's employment is transferred from one of the Employers to another,
the status of such Member as a Participant, Inactive Participant or Former
Participant shall not be changed by reason of such transfer of employment.

5.8 Transfer of Participant Contributions and Voluntary Contributions to
Trustee. All payroll deductions of Participant Contributions and
Voluntary Contributions shall be held in trust by the Employers until paid
over to the Trustee. The amount of such deductions shall be transferred
to the Trustee monthly at such time, or times, as may be convenient to the
Employers. Such transfers to Fund C may be in the form of Company
securities as described in Section 5.10 for Matching Employer
Contributions and shall be valued in the manner therein provided.

5.9 Transfer of Elective Employer Contributions to Trustee. All Elective
Employer Contributions shall be transferred to the Trustee monthly at such
time or times as may be convenient to the Employers. Such transfers to
Fund C may be in the form of Company securities as described in Section
5.10 for Matching Employer Contributions and shall be valued in the manner
therein provided.

5.10 Matching Employer Contributions. Each of the Employers shall
contribute to the Trustee each month out of its current or accumulated
earnings and profits an amount equal to fifty percent (50%) of that amount
contributed by or for each of its Participants for such month pursuant to
Sections 5.1 and 5.2 as is not in excess of six percent (6%) of each such
Participant's then Compensation Rate. All Matching Employer Contributions
shall be allocated to Fund C. Such contributions may, but need not be, in
the form of authorized but unissued common stock of CMS Energy Corporation
or other securities convertible into such common stock, treasury
securities, or securities of CMS Energy Corporation acquired by the
Employers for purposes of such contributions. For purpose of such
contributions, such common stock or other securities shall be valued at
the average of the closing price for such common stock or other security,
as shown in a composite report of one or more generally recognized
Exchanges including the New York Stock Exchange for the five (5) trading
days preceding the date of transfer to the Trust.

5.11 Crediting of Matching Employer Contributions to Participants. The
contributions of each of the Employers shall be credited to the accounts
of its Participants in the same proportion as the amount of contributions
of or for each Participant of such Employer for such month pursuant to
Sections 5.1 and 5.2 not in excess of six percent (6%) of such
Participant's then Compensation Rate bears to the total amount of such
contributions of all Participants of such Employer for such month.

5.12 Incentive Contributions. Each year the Company will determine and
publish a performance goal for such Fiscal Year which shall consist of two
factors: (1) earnings and (2) Consumers' gas and electric rates for
customers as compared with those of other major investor-owned utilities.
Seventy percent (70%) of the award will be based on earnings and thirty
percent (30%) on energy rates. If eighty percent (80%) of the determined
performance goal for the year is achieved, the Employer will contribute to
the Trustee out of its current or accumulated earnings and profits an
amount equal to ten percent (10%) of that amount contributed for such
Fiscal Year pursuant to Sections 5.1 and 5.2 as is not in excess of six
percent (6%) of all Participants' Compensation, by or for all Participants
who are such as of December 31 of such Fiscal Year and Former Participants
who retired, died, were disabled, or were laid off for lack of work during
such Fiscal Year; if ninety percent (90%) of the determined goal is
achieved, the contribution shall be twenty-five percent (25%); if 100%,
the contribution will be forty percent (40%); and if 110%, the
contribution will be fifty percent (50%). The contribution percentage
will be prorated based on actual achievement percent of performance goal
between eighty percent (80%) and 110%. The entire Incentive Contributions
shall be allocated to Fund C. Such contributions may be in the form of
Company securities as described in Section 5.10 and shall be valued in the
manner therein provided. The Plan administrators may exclude Incentive
Contributions to the accounts of certain Officers of Employers.

5.13 Limitation on Participant Contributions, Elective Employer
Contributions and Matching Employer Contributions to Participants.
Notwithstanding the foregoing, there shall not be credited to any
Participant's account during a calendar year an amount exceeding the
lesser of $30,000 (or such larger amount as the Secretary may prescribe)
or twenty-five percent (25%) of the Participant's Compensation represent-
ing the sum of (a) any Employer's contribution; (b) the Participant's
contributions; and (c) forfeitures. The foregoing limitations of this
Section 5.13 for a Participant shall be further reduced with respect to
Participants eligible in this Plan and in other defined contribution plans
of the Employer such that such limitations with respect to this Plan and
such other defined contribution plan or plans shall apply as aggregate
limitations to all defined contribution plans of the Employer.

Participant contributions and/or Employer contributions under this Plan
may be further reduced to the extent necessary as determined by the Plan
administrators to prevent the sum of the following fraction, computed as
of the close of the Plan's Fiscal Year, from exceeding 1.0:

The fraction obtained by dividing the Participant's projected
annual Retirement Income under the Employer's Pension Plan by the
lesser of (i) 125% of the dollar limit in effect under Section
415(b)(1)(A) of the Internal Revenue Code for the limitation year
or (ii) 140% of the Participant's average Compensation for his
highest three consecutive years of service.

If as a result of either the allocation of forfeitures or a reasonable
error in estimating a Participant's annual Compensation, the annual
additions for a particular Participant would cause the limitations of
Section 415 applicable to that Participant for the limitation year to be
exceeded, the excess amounts in the Participant's account must be used to
reduce Matching Employer Contributions for the next limitation year (and
succeeding limitation years, as necessary) for that Participant if that
Participant is covered by the Plan of the Employer as of the end of the
limitation year. However, if that Participant is not covered by the Plan
of the Employer as of the end of the limitation year, then the excess
amounts must be held unallocated in a suspense account for the limitation
year and allocated and reallocated in the next limitation year to all of
the remaining Participants in the Plan (subject to the limitations of
Section 415) before any Matching Employer Contributions and Employee
contributions which would constitute annual additions may be made to the
Plan for that limitation year. Furthermore, the excess amounts must be
used to reduce Matching Employer Contributions for the next limitation
year (and succeeding limitation years, as necessary) for all of the
remaining Participants in the Plan. For purposes of this paragraph,
excess amounts may not be distributed to Participants or Former
Participants.

5.14 Rollover Contributions. The Plan may receive on behalf of a member
any portion of a qualified total distribution as defined in Section 402(a)
of the Internal Revenue Code as amended, resulting from participation of
the Member in an employee benefit plan maintained by a former employer.
Any qualified total distribution shall not include employee contributions
as defined in Section 402(a) of the Internal Revenue Code as amended. The
provisions of Sections 5.10, 5.11, 5.12 and 5.13 shall not apply to
Rollover Contributions. The Plan administrators in their sole discretion
may require satisfactory evidence from the Member or from a transferring
Trustee that the distribution is a qualifying rollover distribution and
that the prior employee benefit plan is a qualified Plan under the
Internal Revenue Code. The Plan administrators may establish any other
terms or conditions as they may deem appropriate to accept such transfer.

5.15 Immediate Allocation Loan. The proceeds of an immediate allocation
loan shall be contributed by the Employers to the Trustee within twelve
(12) months of the closing date of the loan and such amounts shall be
allocated to Participants in accordance with the provisions of Sections
5.10 and 5.12. The Trustee shall purchase shares of common stock of CMS
Energy Corporation within thirty (30) days of receipt of each such
contribution. An Employer may enter into one or more such loans in
accordance with the terms of this Plan and the Trust Agreement and in
conformity with any applicable federal or state law. Each such loan shall
be for a specific period not to exceed 84 months. The Employers shall be
the sole guarantor of such loan and the assets of this Plan shall not be
encumbered in any way by such loan.

With respect to any Matching Employer or Incentive Units allocated to a
Participant's account with the proceeds of an immediate allocation loan,
if the Member has attained age 55 and has been a Participant in the Plan
for ten (10) years after September 1, 1989, he may, but need not,
diversify the portion of his account representing twenty-five percent
(25%) of such units within ninety (90) days after the close of each Fiscal
Year of a five (5) year period beginning with the year following the year
in which he has attained age 55 and completed ten (10) years of
participation, except for the last year of such period when the percentage
available for diversification shall be fifty percent (50%). Such Member
may elect to have such amount distributed to him or be allocated to any
other fund offered pursuant to the Plan. Such distribution or
reallocation shall be effected as of the Valuation Date coincident with or
next succeeding the Member's election.

5.16 Compliance with Applicable Law. This Plan shall be tested in
compliance with the requirements of Section 401(k) and 401(m) of the
Internal Revenue Code of 1986 and regulations issued in accordance with
said sections, and the Plan shall operate in compliance with all
applicable requirements. Specifically, the provisions and requirements of
Sections 410(k)3 and 401(m)2 and applicable regulations are incorporated
by reference. Participants covered by a collective bargaining agreement
shall be tested separately from other Participants as a group.

SECTION 6. TRUST FUND AND THE TRUSTEE

6.1 Trust Agreement. The Employers will enter into a trust agreement
with a bank, banking association, or trust company. The trust agreement
shall be deemed to form a part of the Plan and any and all rights and
benefits which may accrue to any Member under the Plan or his
beneficiaries shall be subject to all the terms and provisions of the
trust agreement. It will provide for the administration of the Trust Fund
by the Trustee. The Employers shall have the right to change the Trustee
and to add trustees, and the right to terminate or amend the trust
agreement, in whole or in part, provided that no such termination,
amendment or other action by the Employers shall divert any part of the
Trust Fund to purposes other than the exclusive benefit of the Members
under the Plan or their beneficiaries. The Trustee shall account to the
Employers from time to time for all contributions under the Plan received
by it and the earnings on the Trust Fund.

6.2 Investment Funds. The investments of the Trust Fund shall be held
and maintained by the Trustee in four (4) separate funds to be known as
Fund A, Fund B, Fund C, and Fund D as hereinbefore defined or such other
Investment Funds as may be established from time to time by the Plan
administrators. The contributions of the Members shall be allocated to
such Funds by the Trustee, pursuant to the direction of the Employers.
The entire Matching Employer and Incentive Contributions of the Employers
shall be allocated to Fund C. All of the foregoing provisions of this
Section are subject to the provisions of Section 5.13.

6.3 Investment Manager. The Employers may at any time enter into an
agreement with an Investment Manager to employ it to direct the Trustee
with respect to the investment of all or a portion of the Trust Fund.

6.4 Reinvestment of Investment Funds. All interest, dividends, and other
income produced by Investment Funds shall be reinvested in the same
Investment Fund which produced such interest, dividends and other income.

6.5 Ownership of the Trust Fund. The Trustee shall hold the Trust Fund
for the exclusive benefit of the Members under the Plan, or their
beneficiaries. However, the ownership of the Trust Fund shall be in the
Trustee, as such, and, except as otherwise provided herein, the Trustee
shall have the same powers of management with respect to any and all of
the assets of the Trust Fund as if it were the absolute owner thereof.

6.6 Voting of the Common Stock of CMS Energy Corporation. Each Member
under the Plan shall be entitled to give voting instructions with respect
to his interest in the common stock, including fractional shares, of CMS
Energy Corporation held by the Trustee in Fund C. Written notice of any
meeting of shareholders of CMS Energy Corporation and a request for voting
instructions will be mailed by CMS Energy Corporation to each Member for
return to the Trustee or its designee. The Trustee shall vote the common
stock of CMS Energy Corporation held by the Trustee in accordance with the
written instructions received from the Members. The Trustee shall vote
only those shares of common stock of CMS Energy Corporation held by the
Trustee for which it receives written instructions from Members.

6.7 Expenses and Taxes. Brokerage fees, commissions, stock transfer
taxes and other charges and expenses in connection with the purchase and
sale of securities for each investment fund, or distributions therefrom,
shall be charged to such fund. Any income and other taxes payable with
respect to each investment fund shall likewise be charged to such fund.
Except as otherwise provided in Section 14.1, all other expenses and
charges incurred in the administration of the Plan, including the
Trustee's fees and expenses, shall be paid by the Employers, with each
Employer bearing such portion thereof as may be mutually agreed by them.

6.8 Valuation of Trust Fund. The value of each Investment Fund shall be
determined separately by the Trustee as of each Valuation Date. In
determining such value the Trustee shall take into account, among other
things, the market value of the securities held, accrued income and
expense, and uninvested cash.

SECTION 7. MEMBERS' ACCOUNTS

7.1 Accounts and Records. The accounts and records of the Plan shall be
maintained by the Employers and will disclose the status of the accounts
of the Members under the Plan in each Investment Fund.

7.2 Method of Determining Interests of Members. The interest of each
Member under the Plan in an Investment Fund shall be represented by units
allocated to his account. The initial value of each unit in an Investment
Fund shall be One Dollar ($1.00) and one unit will be credited to each
Member's account for each dollar paid into the Trust Fund on his behalf
prior to the first Valuation Date. On each subsequent Valuation Date the
value of a unit in each fund shall be determined by dividing the value of
such fund on that date by the number of outstanding units. Any amount
paid into the Trust Fund on behalf of a Member subsequent to the first
Valuation Date shall be allocated to such Member as of the most recent
Valuation Date and credited to his account in terms of units, the number
of which shall be calculated by dividing such amount so allocated by the
then unit value. The units credited to a Member's account in each
Investment Fund shall be designated "Participant units," "Elective
Employer units," "Voluntary units," "Matching Employer units," "Incentive
units," or "Rollover units," as the case may be, to reflect the source of
the contributions as provided in Sections 5.1, 5.2, 5.3, 5.10, 5.12 and
5.14. Each unit of each investment fund shall have an equal beneficial
interest in a fund and none shall have any preference or priority over any
other. All determinations made by the Plan administrators shall be made
in accordance with generally accepted principles of trust accounting, and
such determinations when so made by the Plan administrators shall be
conclusive with respect to the facts so found and shall be binding upon
the persons having any interest under the Plan.

7.3 Accounting to Members. Employers shall, not less frequently than
annually, mail to each Member having an account balance under the Plan a
statement setting forth such Member's account under the Plan. Such
statement shall be deemed to have been accepted as correct unless written
notice of specific objection thereto is received by the Employer within
thirty (30) days after such mailing to the Member.

SECTION 8. DISTRIBUTION

8.1 Retirement, Disability or Layoff. As of a Member's Retirement Date,
or the date his employment with his Employer is terminated on account of a
Disability, or the date he is laid off by his Employer on account of lack
of work, the value of the units credited to the Member's account shall be
available for distribution to such Member. Such Member shall elect one of
the following methods of distribution of the value of the units credited
to the Member's account in each Investment Fund, (i) in a lump sum;
(ii) in annual installments of approximately the same number of units over
not more than the number of years shown in Appendix A; (iii) deferment of
payment; provided however, that if the distribution is occasioned by
layoff the member may select this option (iii) only if the taxable portion
of such distribution exceeds Three Thousand Five Hundred Dollars ($3,500).
With respect to (i), the value of the distribution will be based on the
entire value (as of the Valuation Date next succeeding or coincident with
such event) of the units credited to the Member's account. With respect
to (ii), the value of each distribution will be based on the entire value
(as of the Valuation Dates selected by the Members) of the units to be
distributed on such Valuation Date. The initial distribution shall be
within the twelve (12) month period following the Member's Retirement;
Disability; or Layoff. With respect to (iii), the Member shall notify the
Plan administrators prior to the future Valuation Date as of which he
elects a lump sum or annual installments as provided in subparagraph (ii)
above. Such payments from Investment Funds other than Fund C will be made
only in cash. Lump sum distributions from Fund C will be made in common
stock of CMS Energy Corporation and/or cash. Matching Employer
Contributions shall be non-forfeitable upon the Employee's attainment of
normal retirement age. A distribution must begin no later than April 1 of
the year following the year in which the Member attains age 70-1/2 whether
such Member is retired or an Employee. Unless the Member elects otherwise
on or before his Retirement Date, his account value, after any required
tax withholding, will be paid to him in a lump sum as provided above, in
which event such distribution from Fund C will be made only in common
stock of CMS Energy Corporation. (Cash will be paid in lieu of fractional
shares.) Notwithstanding any other provision, a Member who has retired
may reallocate Matching Employer and Incentive units to other Investment
Funds as of a future Valuation Date coincident with or subsequent to his
retirement.

8.2 Death. Upon the death of a Member prior to his Retirement Date there
shall be paid to the Member's spouse, if the Member is married, or if such
spouse consents and such consent is witnessed by a Notary Public to the
beneficiary or beneficiaries designated by such Member in a lump sum, the
entire value of the units credited to the account of such Member in each
Investment Fund, unless the Member has elected installment payments for
such spouse or for such beneficiary or beneficiaries in which event the
provisions of Section 8.1 governing such payments shall be applicable.
Upon the death of a Member following the date he commences to receive a
distribution hereunder, the entire value of any units credited to his
account in each Investment Fund, shall be paid to his spouse, if the
Member is married, or if such spouse consents and such consent is
witnessed by a Notary Public to his designated beneficiary or
beneficiaries in a lump sum in cash, unless the Member has elected
installment payments for such spouse or for such beneficiary or
beneficiaries in which event the provisions of Section 8.1 governing such
payments shall be applicable. However, before a distribution under this
Section 8.2 is made to such beneficiary or beneficiaries, the Employer may
require proof satisfactory to it that the Member was not married at the
time of death.

8.3 Termination of Employment. In the event a Member's employment with
his Employer shall be terminated for any reason other than those specified
in Sections 8.1 and 8.2, there shall be paid to such Member, the value of
any Participant, Elective Employer, Voluntary, or rollover units credited
to his account, in a lump sum at his election, either as of the Valuation
Date next succeeding or coincident with the date of termination of
employment, or (if the amount of the distribution exceeds Three Thousand
Five Hundred Dollars ($3,500)) as of the Valuation Date coincident with
his Normal Retirement Date, plus the value at such Valuation Date of ten
percent (10%) of any Matching Employer and Incentive units credited to his
account in such investment funds, determined as of the Valuation Date next
succeeding or coincident with his termination of employment, for each of
the first four (4) years of Service he had with the Employers, and twenty
percent (20%) for each of the next three (3) years of Service up to one
hundred percent (100%) of the value of any Employer units credited to his
account after seven (7) full years of Service he had with the Employers.
If the Member is paid as of the Valuation Date next succeeding or
coincident with the date of termination of employment and if the total
value of (i) such Member's Participant, Elective Employer or Voluntary
units credited to his account in all Investment Funds, and of (ii) any
Matching Employer units payable to him pursuant to the next preceding
sentence, and of (iii) any withdrawals previously paid to such Member is
less than the total Participant, Elective Employer and Voluntary
Contributions allocated to such funds, then such Member shall be entitled
to receive in addition such of the remaining part of the value of the
Matching Employer units credited to his account in the investment funds as
will not exceed the difference between the total Participant, Elective
Employer or Voluntary Contributions and the total value of (i) his
Participant, Elective Employer, and Voluntary units in the investment
funds, and of (ii) any Matching Employer units payable to him pursuant to
the next preceding sentence, and of (iii) any withdrawals previously paid
to him. Any Matching Employer and Incentive units credited to such
Member's account which are not payable to him under this Section 8.3 shall
be forfeited and shall be applied to reduce the Matching Employer's
Contributions to the Plan; provided, however, that if the Member returns
to the employ of an Employer within twenty-four (24) months after his
termination, and if the Plan has not been terminated or partially
terminated at such time, and if at any time after his reemployment, the
Member repays the entire amount of the units distributed at termination,
the amounts previously forfeited, if any, shall be credited to the
Member's account balance as Matching Employer units. In such case, the
Employer whose Matching Contributions were reduced as a result of such
forfeiture shall contribute an amount equal in value to such units
credited to the Member's account. The repayment of Participant, Elective
Employer or Voluntary units will be allocated to a fund or funds selected
by the Participant on the next succeeding Valuation Date following such
repayment. The units so credited to the Participant's account will be
determined based on the unit value of such fund or funds on such Valuation
Date. A transfer of employment from one of the Employers to the other
shall not be considered a termination of employment under this
Section 8.3. A Member's or a Participant's account balances resulting
from Participant, Elective Employer, Voluntary or Rollover Contributions,
shall be non-forfeitable at all times. Notwithstanding any foregoing
provision to the contrary, there shall be no distribution of Matching
Employer units in excess of Three Thousand Five Hundred Dollars ($3,500)
to a Member whose employment has terminated and which would result in a
forfeiture of any remaining part of the value of Matching Employer units
credited to such Member's account which is not payable to him under this
Section 8.3 unless said Member consents to such distribution.

8.4 Withdrawals. In the event a Member requests the withdrawal of all or
part of the value of his account balance under the Plan while remaining in
the employ of an Employer, such withdrawal will be made as follows, at the
Member's option:

(a) Withdrawal of the value of all or any portion of the Participant
units credited to his account: The value of the distribution
will be based on the entire value (as of a Valuation Date chosen
by the Member succeeding or coincident with the date of the
withdrawal request) of the units to be withdrawn. A Member may
withdraw all or a part of the value of his Participant units;
however, when a Member has withdrawn all or a part of his
Participant units, he shall thereupon be ineligible to make
another withdrawal for a period of one (1) year from such date.
Withdrawal of units from Investment Funds other than Fund C will
be made only in cash; withdrawal of units from Fund C, if
applicable, will be made in common stock of CMS Energy
Corporation and/or cash; and/or

(b) Withdrawal of the value of all or any portion of the Elective
Employer units credited to his account: The value of the
distribution will be based on the entire value (as of a Valuation
Date chosen by the Member succeeding or coincident with the date
of the withdrawal request) of the units to be withdrawn. A
Member may not withdraw all or a part of the value of his
Elective Employer units unless he has attained the age of 59-1/2
or upon the existence of a hardship by the Member. If the Member
experiences an immediate and heavy financial need for (i) medical
expenses for the Member, his spouse or dependents, (ii) expenses
for the purchase of Member's principal residence, (iii) college
tuition for the next term for the Member, his spouse, children,
or dependents, (iv) expenses to prevent eviction from the
Member's principal residence, and the withdrawal is necessary to
meet such financial need, he may apply for a withdrawal of that
portion of the value of his Elective Employer units which does
not represent earnings on his Elective Employer Contributions
earned after January 1, 1989. Such application shall be in such
form as the Administrators shall prescribe and shall include a
certification by the Member that the financial need cannot be met
by (i) reimbursement or Compensation by insurance or otherwise,
(ii) reasonable liquidation of his assets without creating an
additional, immediate and heavy financial need, (iii) stopping
his contributions to the Plan, or (iv) all other distributions
and nontaxable loans that the Member can obtain from any
qualified retirement plan and through loans available from
commercial sources on reasonable terms and the amount needed is
not reasonably available from all resources of his spouse and/or
minor children, if such applies. The withdrawal shall not
include any Elective Employer units credited to his account
within two (2) full years preceding the date of withdrawal unless
the Member has continuously been a Participant in the Plan for a
period of at least sixty (60) full calendar months preceding the
withdrawal and has not, within such period, received a withdrawal
under Section 8.4(a), (b) or (d). Such withdrawal will be made
only in cash; and/or

(c) Withdrawal of the value of all or any portion of the Voluntary
units credited to his account: The value of the distribution
will be based on the entire value (as of a Valuation Date chosen
by the Member succeeding or coincident with the date of the
withdrawal request) of the units to be withdrawn. Withdrawal of
units from an Investment Fund other than Fund C will be made only
in cash; withdrawal of units from Fund C, if applicable, will be
made in common stock of CMS Energy Corporation and/or cash;
and/or

(d) Withdrawal of all or any portion of the units credited to his
account representing Matching Employer or Incentive Contributions
as hereinafter determined: The value of any such Employer units
that a Participant may withdraw is equal to ten percent (10%) of
the value (as of a Valuation Date chosen by the Member succeeding
or coincident with the date of the withdrawal request) of any
such Employer units credited to his account for each of the first
(4) four years of Service he had with the Employers, and twenty
percent (20%) for each of the next three (3) years of such
Service, up to one hundred percent (100%) of the value of any
Matching Employer or Incentive units credited to his account
after seven (7) years of Service he had with the Employers. A
Member may withdraw all or a part of the value of his vested
Matching Employer or Incentive units. Withdrawal of Matching
Employer or Incentive units from Fund C, if applicable, will be
made in common stock of CMS Energy Corporation and/or cash.

(e) Withdrawal of the value of all or any portion of the Rollover
units credited to his account: The value of the distribution
will be based on the entire value (as of a Valuation Date chosen
by the Member succeeding or coincident with the date of the
withdrawal request) of the units to be withdrawn. The Plan
administrators shall apply the requirements of paragraph (b) to
all of such distribution unless they shall have received evidence
satisfactory to them that all or part of such distribution is not
attributable to contributions made to an employee benefit plan
pursuant to Section 401(k) of the Internal Revenue Code.

The portion of the Matching Employer and Incentive units whose value is so
included in the value of the account balance of such Member shall be his
vested Matching Employer and Incentive units.

If such Member requests the withdrawal of his entire account balance of
Participant and Elective Employer units and if the total value of (i) such
Member's units credited to his account in Fund A, Fund B, and Fund C, and
of (ii) any vested Matching Employer units payable to him pursuant to this
Section 8.4, and of (iii) any withdrawals previously paid to such Member
is less than his total Participant and Elective Employer Contributions
under the Plan, then, in addition, such Member shall be entitled to
receive such of the remaining part of the value of the Matching Employer
units credited to his account in the investment funds as will not exceed
the difference between his total Participant Contributions and Elective
Employer Contributions and the total value of (i) his Participant and
Elective Employer units in the investment funds, and of (ii) any vested
Matching Employer units payable to him pursuant to this Section 8.4, and
of (iii) any withdrawals previously paid to him. Notwithstanding any of
the foregoing provisions of this Section 8.4, such Member may not withdraw
any part of the value of Matching Employer or Incentive units credited to
his account until such units have been so credited to his account for at
least two (2) full years unless the Member has continuously been a
Participant in the Plan for a period of at least sixty (60) full calendar
months preceding the withdrawal and has not within such period received a
withdrawal under Section 8.4(a), (b) or (d). If a Member requests the
withdrawal of all of such units, the portion of such units which is not
vested and not otherwise payable to him under this Section 8.4 shall be
forfeited. If a Member requests the withdrawal of a part of his Matching
Employer or Incentive units, the portion of such units which is not vested
shall be forfeited in the proportion that the amount withdrawn bears to
the value of such Member's account balance. The forfeited amounts of
Matching Employer and Incentive units credited to a Member's account shall
be applied to reduce the Employer's contributions to the Plan; provided,
however, that if the Member repays the entire amount previously withdrawn,
the amount forfeited as a result of such withdrawal, if any, shall be
credited to the Member's account balance as Matching Employer units and
the Employer, whose contributions were reduced as a result of the
forfeiture, shall contribute an amount equal in value to the units
credited to the Member's account. The actual number of such units shall
be determined by dividing the amount forfeited by the value of the units
on the next succeeding Valuation Date. Notwithstanding any other
provision of this Section 8.4, if a Member requests the withdrawal of all
or part of his account balance of Participant, Elective Employer, or
Voluntary Units, no portion of his Matching Employer or Incentive Units
shall be forfeited because of such request.

When a Member has withdrawn all or part of his Matching Employer and/or
Incentive units, he shall thereupon be ineligible to make contributions as
provided under Sections 5.1 and 5.3, or to elect to have contributions
made for him under Section 5.2 of the Plan and may only resume
participation if otherwise eligible under the Plan, on the first
administratively feasible or any succeeding pay date next following the
lapse of a period of time from the date of such withdrawal as follows:

Amount of Withdrawal
of Matching Employer and Incentive Units Period of Time

Less than 25% of the value 3 full calendar months
25% or more, but less than 50% of the value 6 full calendar months
50% or more, but less than 75% of the value 9 full calendar months
75% or more of the value 12 full calendar months

8.5 Application for Distribution. Each person eligible to receive a
distribution under the Plan shall apply for such distribution by signing
an application form to be furnished by the Employer which last employed
the Member requesting the distribution or through whom such distribution
is claimed. Each such person shall also furnish such Employer with such
documents, evidence, data or information in support of such application as
the Employer deems necessary or advisable.

SECTION 9. LOANS

9.1 Loans to Members. The Trustee shall, upon the approval and direction
of the Plan administrators, lend from Fund D to a Member an amount, which
shall not exceed the lesser of (a) fifty percent (50%) of the then current
value of his Participant, Elective Employer, Voluntary, vested Matching
Employer, vested Incentive, and Rollover units as appearing on the record
of the Plan or (b) $50,000; provided, however, that if such loan amount is
less than $10,000, it may exceed fifty percent (50%) of the Member's
account balance to the extent that governmental regulations permit the use
of more than fifty percent (50%) of the Member's account balance as the
sole security for the loan, but it shall not exceed eighty percent (80%)
of the then current value of his Participant, Elective Employer,
Voluntary, vested Matching Employer, vested Incentive, and Rollover units
as appearing on the records of the Plan. Cash equal to the amount of such
loan shall first be transferred to Fund D from the account balances of the
Member in other Investment Funds, as the Plan administrators, after
consultation with the Member, shall determine and instruct the Trustee,
and the amount of the loan shall then be paid in cash to the Member from
Fund D as soon as practicable after such transfer. Records shall be
maintained by the Plan administrators to evidence the interest of each
Member in Fund D, subject to the terms and conditions of the loan. It is
not contemplated that the basic procedures of Section 7.2 will be applied
to Fund D, but that loan disbursements, repayments, and earnings will be
debited and credited to individual accounts of Members in Fund D. All
loans shall comply with the terms and conditions set forth in this
Section 9. Members shall have only one loan outstanding at any time.

9.2 Loan Application. An application for a loan by a Member shall be
made in writing to the Plan administrators, whose action thereon shall be
final. All loans shall be subject to the approval of the Plan adminis-
trators, who shall investigate each application for a loan. Loans shall
be permitted for extraordinary or emergency needs only as determined by
the Plan administrators in their sole discretion on a reasonably
equivalent basis without regard to an employee's race, color, religion,
sex or national origin, and shall not exceed the actual amount of such
extraordinary or emergency needs. Such needs shall include, but shall not
be limited to, purchase of or a major improvement to the Member's
residence, college expenses and/or high school tuition for the Member or
the Member's spouse, child and/or children, and unusual medical or related
expenses for the Member or a member of the Member's family, and purchase
of securities of the Company or affiliates of the Company.

9.3 Period of Repayment. The period of repayment for any loan shall be
arrived at by mutual agreement between the Plan administrators and the
borrowing Member (the "borrower"), but such period shall not exceed five
(5) years; provided, however, that for a loan for the purpose of
purchasing a principal residence of the Member, such period shall not
exceed ten (10) years. Each loan shall be made against collateral which
shall be the assignment of the borrower's right, title and interest in and
to the Trust Fund, but only to the extent of the outstanding balance of
the loan, and shall be supported by the borrower's collateral promissory
note for the amount of the loan, including interest, payable to the order
of the Trustee. Each loan shall bear a reasonable rate of interest to be
fixed by the Plan administrators and, in determining the interest rate,
the Plan administrators shall take into consideration interest rates
currently being charged and the earnings of the Investment Funds other
than Fund D. The Plan administrators shall not discriminate among Members
in the matter of interest rates; but loans granted at different times may
bear different interest rates if, in the opinion of the Plan
administrators, the difference in rates is justified by a change in
general economic conditions. Notwithstanding the provisions of
Section 13, no distribution shall be made to any Member or to a
beneficiary of any such Member unless and until all unpaid loans,
including accrued interest thereon, have been liquidated. No withdrawal
shall be permitted to any Member which would result in his outstanding
loan balance being more than fifty percent (50%) of the then current value
of his Participant, Elective Employer, Voluntary, vested Matching
Employer, vested Incentive, and Rollover units; provided, however, that if
such loan balance is less than $10,000 then his loan balance after such
withdrawal shall not be more than the lesser of, eighty percent (80%) of
such then current value, or the maximum percentage of the account balance
that may be the sole security for the loan under government regulations.
A participant's loan will be in default if at any time an employee leaves
the service of the Company or misses a loan payment. Upon default, the
Plan administrators, at their sole discretion, may use any lawful means to
collect the entire amount due.

9.4 Repayment of Loans. It is contemplated that loans will normally be
repaid by payroll deductions. The amount of each loan repayment received
by the Trustee, both principal and interest, will be credited to the
Member's Fund D account for transfer, from time to time as determined by
the rules of the Plan administrators, but at least quarterly, together
with any earnings realized thereon while in Fund D, to the Member's
account in the fund (or, in the same proportions, the funds) from which
the amount of the loan was originally transferred to Fund D, or as
otherwise directed by the Member, except with respect to Matching Employer
and Incentive Contributions.

9.5 Notice to Members. The Plan administrators shall in their sole
discretion establish and communicate to Members such rules as may be
necessary or desirable governing the terms and conditions of loans made
and to be made under this Section 9, including but not limited to rules
governing personal and financial data required of Members in loan
applications, permissible prepayment and refinancing of existing loans,
and satisfaction of a loan from the Member's interest under the Plan
pledged as security for the loan in the event of the Member's termination
of employment prior to repayment or other circumstances in which repayment
in full is not made.

SECTION 10. BENEFICIARY DESIGNATION

10.1 Beneficiary Designation. At the time of enrollment under the Plan
an Employee may designate, upon forms provided by his Employer for that
purpose, a beneficiary or beneficiaries to receive any distribution under
the Plan in the event of his death and the manner of such distribution;
provided, however, such designation is contingent upon the consent of the
Member's spouse, if any, which consent must be witnessed by a Notary
Public. A Member may, without the consent of any beneficiary, change or
cancel any such designation. The designation of a beneficiary or
beneficiaries, or a change or cancellation thereof, shall not be effective
for any purpose unless or until it has been filed by the Member with his
Employer. In the event a Member shall not be married, or shall not have
designated a beneficiary or beneficiaries in the manner set forth in this
Section, or if for any reason such designation shall be legally
ineffective, or if such beneficiary or beneficiaries shall predecease the
Member or shall die prior to complete distribution of a Member's account,
the value of his account or the undistributed portion thereof shall be
paid to the legal representative of the estate of the Member or to such
other person as is duly authorized to receive payment by order of a court
of competent jurisdiction.

SECTION 11. ADMINISTRATION

11.1 Administration of the Plan. The Employers shall be responsible for
the general administration of the Plan and for carrying out the provisions
thereof. They may establish rules and regulations to carry out the
provisions of the Plan; and in making any determinations, rules, or
regulations they shall pursue uniform policies and shall not discriminate
in favor of or against any Employee or Member. The Board of Directors of
Consumers shall appoint such persons, who may be Members under the Plan,
as it determines at any time to act as Plan administrators in all dealings
under the Plan. The Employers are hereby designated as the Named
Fiduciaries and Plan sponsors for the Plan.

SECTION 12. CONCERNING THE EMPLOYERS

12.1 Rights Against the Employers. Neither the establishment of the Plan
or the Trust Fund, nor any modification thereof, nor the payments of any
benefits hereunder, nor any of the provisions hereof, shall be construed
as giving to any person whomsoever any legal or equitable rights against
the Employers, or either of them, or against their officers, directors or
shareholders, as such, or as giving any person the right to be retained in
the employment of an Employer, and the Employers shall have no liability
except for failure to make contributions to the Trust Fund as herein
provided and to pay expenses and charges incurred in the administration of
the Plan to the extent required of the Employers in Section 6.7 hereof.
All benefits payable under the Plan shall be paid or provided for solely
from the Trust Fund.

12.2 Right of Employers To Examine the Records of the Plan and Trust
Fund. An Employer may at its own expense obtain an examination and report
of the books and records of the Plan and of the Trust Fund at any time by
such of its attorneys, accountants, and auditors or other agents as the
Employer shall select for that purpose.

SECTION 13. NON-ALIENATION OF BENEFITS

13.1 Non-Alienation. Except as may be required by a qualified domestic
relations order as defined in Section 104 of the Retirement Equity Act of
1984, in no event shall the Trustee pay or assign over any part of the
interest of a Member under the Plan, or his beneficiary or beneficiaries,
in the Trust Fund which is payable, distributable or credited to his
account, to any assignee or creditor of such Member or his beneficiary or
beneficiaries. Prior to the time of distribution, a Member, his
beneficiary or beneficiaries or legal representative shall have no right
by way of anticipation or otherwise to assign or otherwise dispose of any
interest which may be payable, distributable or credited to the account of
the Member under the Plan, or his beneficiary or beneficiaries, in the
Trust Fund, and every attempted assignment or other disposition of such
interest in the Trust Fund shall not be merely voidable but absolutely
void.

SECTION 14. AMENDMENT AND TERMINATION

14.1 Amendment of the Plan. The Employers expect the Plan to be
permanent, but since future conditions affecting the Plan cannot be
anticipated or foreseen, the Employers reserve the right, by action of the
Board of Directors of Consumers, to terminate or amend the Plan in whole
or in part. In addition, and without action of the Board of Directors,
Consumers (acting by its Chairman, President or a Vice President and its
Secretary or Assistant Secretary) may make any modifications or amendments
to the Plan that are necessary or appropriate to qualify or maintain the
Plan as a plan meeting the requirements of Section 401 of the Internal
Revenue Code of 1986 as amended, any other applicable provisions of the
Internal Revenue Code or the Employee Retirement Income Security Act of
1974, all as now in effect, or hereafter amended, or the regulations or
rulings issued thereunder. Notwithstanding the foregoing, it shall be
impossible for any part of the Trust Fund to be used for or diverted to
any purpose other than for the exclusive benefit of the Members under the
Plan or their beneficiaries, either by amendment, operation or termination
of the Plan or by other means.

14.2 Termination of the Plan. Upon termination or partial termination of
the Plan, or upon a complete discontinuance of contributions, the interest
of each person having an interest in the Trust Fund shall be determined as
of that date. The interest of each such person shall then be segregated
and set aside by the Trustee for the special account of each Member or his
beneficiary or beneficiaries. Thereafter, distribution shall be made in
accordance with the provisions of Section 8, except that the forfeiture
provisions applicable in the case of distributions to be made under
Sections 8.3 and 8.4 relating to termination of employment and
withdrawals, shall not apply and one hundred percent (100%) of the value
of the Matching Employer units credited to the account of a person having
an interest in the Trust Fund shall be vested in such person.

14.3 Merger of Plan. In the case of any merger or consolidation with, or
transfer of assets or liabilities to, any other plan, each Participant in
the Plan shall be entitled to a benefit under the successor plan
immediately after such merger, consolidation, or transfer which is equal
to or greater than the benefit and according to the terms and conditions
of the plan that he would have been entitled to receive immediately before
the merger, consolidation or transfer, the same as if this Plan were then
terminated.

SECTION 15. LITIGATION

15.1 Litigation. In order to protect the Trust Fund against depletion as
a result of litigation in the event that any Member under the Plan, or any
person claiming an interest by or through such Member, shall bring any
legal or equitable action arising under the Plan against the Trustee or
the Employers or any of them, or in the event that the Trustee or the
Employers or any of them find it necessary to bring any legal or equitable
action arising under the Plan against any Member, or any person claiming
an interest by or through such Member, each Employer shall have the right
to join in any such action, or to join the Trustee and the other
Employer(s) or either of them in any such action, as a party defendant or
as a party plaintiff. All expenses of defending or bringing any such
action shall be paid by the Trustee from the appropriate investment fund
or funds to which the litigation relates.

SECTION 16. UNCLAIMED ACCOUNTS

16.1 Unclaimed Accounts. Should the whereabouts of a Member entitled to
a distribution of benefits hereunder be unknown, or unascertainable after
reasonable inquiry by his Employer, for a period of five (5) years from
the date he becomes entitled to such distribution, the interest of such
Member shall be distributed to his designated beneficiary or
beneficiaries, if any. If the whereabouts of such beneficiary or
beneficiaries is not known, then the interest of such Member shall be
distributed to the following alternative beneficiaries (in the following
order of preference and in equal shares if there be more than one person
in a particular class): the spouse, a child, a parent, or a brother or
sister, of such Member.

SECTION 17. DISABIlITY, INFIRMITY OR INCOMPETENCY

17.1 Disability, Infirmity or Incompetency. Every person receiving or
claiming benefits under the Plan shall be conclusively presumed to be
mentally competent until the Employer which processes the application for
benefits has received a written notice that such person is incompetent or
that a guardian or other person legally vested with the care of the estate
of such person has been appointed by a court of competent jurisdiction;
provided, however, that if the Employer shall find that any person to whom
a benefit is payable under the Plan is unable to care for his affairs
because of any disability or infirmity, any payment due (unless a prior
claim therefor shall have been made by a duly appointed legal
representative of his estate) in the amount of Five Hundred Dollars ($500)
or less may be paid to the following beneficiaries (in the following order
of preference and in equal shares if there be more than one person in a
particular class): the spouse, a child, a parent, or a brother or sister,
of such person.

SECTION 18. APPLICABLE LAWS

18.1 Applicable Laws. The Plan shall be construed, administered and
governed in all respects under and by the laws of the State of Michigan
and any applicable Federal laws.

SECTION 19. EMPLOYMENT RIGHTS

19.1 Employment Rights. An Employer's right to discipline or discharge
Employees shall not be affected by reason of any of the provisions of the
Plan.

SECTION 20. CLAIMS PROCEDURE

20.1 Claims Procedure. Claims of an Employee of one of the Employers for
enrollment in the Plan or for a distribution from the Plan shall be filed,
on forms to be supplied by the Employers, with the Plan administrators,
Consumers Power Company, 212 West Michigan Avenue, Jackson, Michigan
49201. Written notice of the disposition of a claim shall be furnished by
the Employer to the claimant within thirty (30) days after such claim is
filed. In the event the claim is denied, the reasons for the denial shall
be set forth in writing and pertinent provisions of the Plan shall be
cited. An explanation as to how the claimant can perfect the claim will
be provided when appropriate. Any Employee or his beneficiary or
beneficiaries whose claim has been denied, may appeal the denial of such
claim by furnishing the Plan administrators with the reason for the appeal
in writing. If the claimant wishes further consideration of his position,
he may request in writing to the Plan administrators for a hearing,
together with a written statement of the claimant's position, no later
than ninety (90) days following the receipt of the initial notification of
the denied claim. The Employer shall schedule a full and fair hearing on
the issue within thirty (30) days following the receipt of such request.
The Employer's decision shall be made within thirty (30) days following
such hearing and shall be communicated to the claimant in writing.

SECTION 21. CAPTIONS

21.1 Captions. The captions of the various Sections are for convenience
only and are not a part of the Plan, and do not in any way limit or
amplify the terms and provisions of the Plan.

SECTION 22. TOP-HEAVY PLAN RULES

22.1 Top-Heavy Plan Rules.

(a) General Rule. If, for any Fiscal Year beginning after
December 31, 1983, the Plan is a top-heavy plan as determined
under paragraph (b), then the requirements in paragraph (c) shall
apply to the extent indicated by that paragraph. For purposes of
this Section, the term "Employers" shall include any related
Company for which years of service credit is granted to
Participants under this Plan for purposes of vesting.

(b) Top-Heavy Test. The Plan's status as a top-heavy plan for any
Fiscal Year shall be determined in accordance with the following
five-step procedure.

(1) Required Plan Aggregation. First, there shall be
aggregated with this Plan (i) each plan of the Employers in
which a Key Employee is a Participant and (ii) each other
plan of the Employers which enables a plan described in (i)
to meet the requirements of Code Section 401(a)(4) or 410.

(2) Key Employee Sum. Second, there shall be computed, as of
the determination date, the sum of the account balances of
all Key Employees under all defined contribution plans,
including this Plan, required to be aggregated under (1),
and the present values of the cumulative accrued benefits
of all Key Employees under all defined benefit plans
required to be aggregated under (1). For purposes of this
computation, account balance means the account balance as
of the most recent Valuation Date occurring within a 12-
month period ending on the determination date, plus an
adjustment for contributions due as of the determination
date. In the case of a profit sharing plan or other plan
not subject to the minimum funding requirements of Code
Section 412, the adjustment is the amount of any
contributions actually made after the Valuation Date but on
or before the determination date, except that in the first
plan year, the adjustment shall include any contributions
made after the determination date that are allocated as of
a date within the first plan year. In the case of a money
purchase pension plan or other plan subject to the minimum
funding requirements of Code Section 412, the adjustment is
the amount of any contributions that would be allocated as
of a date not later than the determination date, even
though such amount is not yet required to be contributed,
plus the amount of any contribution actually made (or due
to be made) after the Valuation Date but before the
expiration of the extended payment period under Code
Section 412(c)(10). Also for purposes of this computation,
the present value of a cumulative accrued benefit shall be
determined as of the most recent Valuation Date occurring
within a 12-month period ending on the determination date
with the accrued benefit for a current Participant
determined as if the individual had terminated employment
as of such Valuation Date, except that in the first plan
year of a defined benefit plan, the accrued benefit of a
current Participant must be determined as if the individual
had terminated employment as of the last day of the plan
year. Finally, for purposes of this computation:
(i) there shall be included in the sum any distributions
(other than rollover amounts or plan-to-plan transfers not
initiated by the Employee or made to another plan
maintained by the Employers) made to an Employee from this
Plan, or from another plan required to be aggregated under
(1), within the five-year (5-year) period ending on the
determination date, except that for plan years beginning
after December 31, 1984, if any individual has not
performed service for any employer maintaining the plan
(other than benefits under the plan) at any time during the
five-year period ending on the determination date, any
accrued benefit for such individual (and the account of
such individual) shall not be taken into account;
(ii) there shall be excluded from the sum any rollover
contribution and any plan-to-plan transfer initiated by the
Employee and accepted after December 31, 1983 by this Plan,
or by any other plan required to be aggregated under (1),
from a plan other than one maintained by the Employers;
(iii) there shall be excluded from the sum the account
balance and present value of the accrued benefit of any
Employee who formerly was a Key Employee but who is not a
Key Employee for the year ending on the determination date;
and (iv) there shall be excluded from the sum any amounts
attributable to tax-deductible Employee contributions.

(3) All Employee Sum. Third, under the same procedures as set
forth in (2) above, including the special rules in (i),
(ii), (iii) and (iv), there shall be computed the sum of
account balances and present values of accrued benefits for
all Employees.

(4) Top-Heavy Test Fraction. Fourth, the sum computed in (2)
shall be divided by the sum computed in (3), and if the
resulting fraction is 0.60 or less, neither the Plan nor
any plan required to be aggregated under (1) is a top-heavy
plan for the Fiscal Year. If the fraction is greater than
0.60, both the Plan and any plan required to be aggregated
under (1) are top-heavy plans for the Fiscal Year, unless
after the permissive plan aggregation described in (5)
below, the recomputed fraction is 0.60 or less.

(5) Permissive Plan Aggregation. At the election of the Admin-
istrators, plans of the Employers, other than those
required to be aggregated under (1), but which provide
contributions or benefits comparable to this Plan may be
aggregated with this Plan and the plans required to be
aggregated under (1), provided that such aggregated group
would meet the requirements of Code Sections 401(a)(4) and
410. Steps (2) to (4) above may then be repeated, based on
this permissively aggregated group, and if the top-heavy
test fraction computed in step (4) is 0.60 or less for this
group, then neither the Plan nor any plan required to be
aggregated under (1) is a top-heavy plan for the Fiscal
Year; however, if the top-heavy test fraction computed in
step (4) is still greater than 0.60, both the Plan and any
plan required to be aggregated under (1) will be top-heavy
plans for the Fiscal Year, but no plan which is
permissively aggregated under this step (5) will be deemed
top-heavy for such reason.

(c) Superseding Rules. For each Fiscal Year that the Plan is a
top-heavy plan, the requirements in (1), (2), (3), and (4) shall
supersede any other provisions of the Plan which otherwise would
apply for that Fiscal Year. For any Fiscal Year that the Plan is
a top-heavy plan, the vesting schedule in (5) shall supersede the
Plan's regular vesting schedule, but only to the extent it
provides a greater vested percentage for any level of Years of
Service than the Plan's regular vesting schedule, and only with
respect to Employees who have at least one Hour of Service after
the Plan becomes top-heavy; if and when the Plan ceases to be a
top-heavy plan, the Plan's regular vesting schedule shall again
apply (without regard to the schedule in (5)) as of the first day
of the Fiscal Year after the last Fiscal Year for which the Plan
is a top-heavy plan, but subject to all Plan rules that apply in
the case of amendments to the vesting schedule.

(1) Compensation Limit. Annual Compensation of any Employee
from the Employers shall be disregarded for all purposes
under the Plan to the extent such Compensation exceeds
$200,000 (or such other cost-of-living adjusted amount as
determined by the Secretary of the Treasury), except that
any benefits which were accrued by an Employee during a
period when the Plan was not top-heavy and which are based
on Compensation in excess of $200,000 shall in no event be
reduced.

(2) Adjusted Code Section 415 Limitations. In order to reduce
the overall limitations on combined plan contributions and
benefits under Code Section 415, the number 0.8 shall be
substituted for 1.0 in the definitions of defined
contribution fraction and defined benefit fraction provided
for in Code Section 415. Provided, however, that the
foregoing sentence shall not apply if (i) the top-heavy
test fraction in paragraph (b)(4) or recomputed fraction
after applying paragraph (b)(5) is 0.90 or less and
(ii) each non-key Employee receives an additional minimum
contribution or benefit under a plan of the Employers. In
the case of a non-key Employee participating only in a
defined benefit plan, the additional minimum benefit for
each Year of Service counted is one percentage point, up to
a maximum of ten percentage points, of the Employee's
average Compensation for the five consecutive years when
the Employee had the highest aggregate Compensation from
the Employers, computed as described in (3) below. In the
case of a non-key Employee participating only in this or
another defined contribution plan, the additional minimum
contribution is one percent (1%) of the Employee's
Compensation. In the case of a non-key Employee
participating both in a defined benefit plan and this or
another defined contribution plan, there is no additional
minimum benefit, but the additional minimum contribution
shall be two-and-one-half percent (2-1/2%) of the
Employee's Compensation.

(3) Minimum Contributions or Benefits for Non-Key Employees.
Employers' contributions and forfeitures for the Fiscal
Year beginning after December 31, 1983 allocated on behalf
of each non-key Employee Participant (A) who has not
separated from employment with the Employers at the end of
the Fiscal Year, (B) who is eligible for an allocation of
Employers' contributions under the Plan (without regard to
any requirements for a minimum number of Hours of Service
during the Fiscal Year, mandatory Contributions, or Compen-
sation for the Fiscal Year in excess of a stated amount),
and (C) who does not participate in a defined benefit plan
of the Employers, shall be equal to at least (i) three
percent (3%), or if less, the maximum percentage of
Employers' contributions and forfeitures (as a percentage
of Compensation not in excess of $200,000) allocated on
behalf of any Key Employee Participant for the Fiscal Year,
multiplied by (ii) the non-key Employee Participant's
Compensation for the Fiscal Year. For purposes of this
rule, Employers' contributions and forfeitures allocated
under any other defined contribution plan of the Employers,
in which any Key-Employee participates or which enables
another defined contribution plan to meet the requirements
of Code Section 401(a)(4) or 410, shall be considered
contributions and forfeitures allocated under this Plan.
In the case of any non-key Employee Participant who is also
a participant in any defined benefit plan of the Employers,
the foregoing provisions of this part (3) shall be applied,
but with five percent (5%) substituted for three percent
(3%); alternatively at the option of the Employers, but
uniformly applied to all non-key Employees who participate
in both this Plan and a defined benefit plan of the
Employers, the foregoing provisions of this part (3) shall
be inapplicable, provided that each non-key Employee
eligible to participate in this Plan has, at any time, a
minimum accrued benefit under the defined benefit plan,
expressed as a life annuity commencing at Normal Retirement
age, equal to at least the product of (i) the Employee's
average Compensation for the five consecutive years when
the Employee had the highest aggregate Compensation from
the Employers and (ii) the lesser of two percent (2%) per
Year of Service or twenty percent (20%). For purposes of
computing the product in the foregoing sentence,
Compensation in years before January 1, 1984 and in years
after the close of the last Fiscal Year in which the Plan
is top-heavy shall be disregarded, and similarly, Years of
Service shall exclude Years of Service when the Plan was
not top-heavy (for any Fiscal Year ending during such Year
of Service) and Years of Service completed in a Fiscal Year
beginning before January 1, 1984. Although accruals of
Employers' derived benefits, whether or not attributable to
years for which the Plan is top-heavy, may be used to
satisfy the defined benefit plan minimum, all accrued
benefits attributable to Employee contributions shall be
ignored.

(4) Distributions on Behalf of Key Employees. Subject to any
designation made before January 1, 1984 pursuant to Section
242(b)(2) of the Tax Equity and Fiscal Responsibility Act
of 1982, distribution of each Key Employee Participant's
Account balance shall commence or be made no later than the
taxable year (of the participant) in which he attains age
70-1/2, without regard to whether the Participant has
retired by such time. Furthermore, any distribution made
to a Participant prior to his attainment of age 59-1/2
shall be subject to the ten percent (10%) penalty tax of
Code Section 72(m)(5) if the Participant is or once was a
Key Employee and the distribution occurs for any reason
other than the Participant's disability within the meaning
of Code Section 72(m)(7), but only to the extent that the
distributed amount is attributable to contributions paid on
the Participant's behalf while he was a Key Employee and
while the Plan was top-heavy.

(5) Accelerated Vesting. A Participant's vested percentage for
purposes of Section 8.3 shall be determined in accordance
with the following vesting schedule:

Vested
Years of Service Percentage

Less than 2 years 0
At least 2 years but less than 3 years 20
At least 3 years but less than 4 years 40
At least 4 years but less than 5 years 60
At least 5 years but less than 6 years 80
6 or more years 100

(d) Special Definitions. For purposes of this Section 22, the
following terms shall have the meanings indicated:

(1) "Compensation" means Compensation as defined in Section 2.1
within the limitations on annual additions as set forth in
Section 5.13.

(2) "Determination Date" means, with respect to any Fiscal
Year, the last day of the preceding Fiscal Year, except
that in the case of the first Fiscal Year, the
determination date shall be the last day of that Fiscal
Year. Where one or more plans are required or permitted to
be aggregated with this Plan, and where all plan years do
not coincide, the Key Employee and all Employee sums in
paragraph (b) each shall be determined separately for each
plan on the respective Determination Dates, and the results
shall then be combined for the Determination Dates falling
within the same calendar year.

(3) "Employee" means (i) a common-law Employee of the Employers
who is or once was a Participant, or would have been a
Participant but for his failure to complete 1,000 or more
Hours of Service in any Fiscal Year (after meeting the
Plan's initial eligibility requirements), to make mandatory
Employee contributions, if required, or to receive
Compensation in excess of a stated amount, and (ii) any
beneficiary, but in each case excluding any individual who
is a member of a unit of Employees covered by a collective
bargaining agreement under which retirement benefits were
the subject of good faith bargaining with the Employers,
unless a member of the bargaining unit is a Key Employee,
in which case the foregoing exclusion shall not apply.

(4) "Key Employee" means each Employee or former Employee (and
the beneficiaries of such Employee) who at any time during
the determination period which is the Fiscal Year
containing the Determination Date or any of the four
preceding Fiscal Years) was an officer of the Employer if
such individual's annual Compensation exceeds fifty percent
(50%) of the dollar limitation under Section 415(b)(1)(A)
of the Code, an owner (or considered an owner under Section
318 of the Code) of one of the ten largest interests in the
Employer if such individual's Compensation exceeds 100
percent of the dollar limitation under Section 415(c)(1)(A)
of the Code, a five percent (5%) owner of the Employer, or
a one percent (1%) owner of the Employer who has an annual
Compensation of more than $150,000. Annual Compensation
means Compensation as defined in Section 415(c)(3) of the
Code, but including amounts contributed by the Employer
pursuant to a salary reduction agreement which are
excludable from the Employee's gross income under Section
125, Section 402(a)(8), Section 402(h), or Section 403(b)
of the Code. The determination period is the plan year
containing the Determination Date and the four (4)
preceding plan years.

(5) "Valuation Date" means the last day of the Fiscal Year in
the case of any defined contribution Plan, including this
Plan, and the date used for computing plan costs for
minimum funding in the case of any defined benefit plan.

(e) Adjustment to Dollar Amount. The $200,000 limit on Compensation
in paragraphs (c)(1) and (c)(3) shall be adjusted automatically,
without the need of specific plan amendment, whenever the
corresponding amount from the Code is adjusted by the Secretary
of the Treasury for cost-of-living changes.

(f) Anti-Cutback Rule. Notwithstanding the foregoing rules of this
Section, in no event shall any changes in the Plan's benefit
structure, including its vesting provisions, that result from a
change in the Plan's top-heavy status, cause the account balance
or accrued benefit of any Participant to be reduced in violation
of Code Section 411. In addition, in the case of any changes in
the vesting provisions of the Plan, each Participant (i) who has
completed at least five (5) Years of Service and (ii) whose non-
forfeitable rights are adversely affected by the change, may
elect, during the election period, to have his non-forfeitable
rights determined without regard to such change. The election
period shall begin on the date the change is adopted or becomes
effective, whichever is earlier, and end on the latest of (1) the
date which is 60 days after the day the change is adopted, (2)
the date which is 60 days after the day the change becomes
effective, or (3) the date which is 60 days after the day the
Participant is issued written notice of the change.

SECTION 23. EXCESS CONTRIBUTIONS

23.1 Recharacterization. The Employer may treat a Participant's Excess
Contributions as an amount distributed to the Participant and then
contributed by the Participant to the Plan as Participant Contributions
under Section 5.1 or Voluntary Contributions under Section 5.3 as the Plan
administrators may deem appropriate. (Recharacterized amounts will remain
nonforfeitable and subject to the same distribution requirements as
Elective Employer Contributions.) Amounts may not be recharacterized for
a highly compensated Employee to the extent that such amount, in
combination with other Employee contributions made by that Employee, would
exceed any stated limit under the Plan on Employee Contributions.

Recharacterization must occur no later than two and one-half (2-1/2)
months after the last day of the Plan Year in which such Excess
Contributions arose and is deemed to occur no earlier than the date the
last highly compensated Employee is informed in writing of the amount
recharacterized and the consequences thereof. Recharacterized amounts
will be taxable to the Participant for the Participant's tax year in which
the Participant would have received them in cash.

"Excess Contributions" shall mean, with respect to any Plan Year, the
excess of:

(a) The aggregate amount of Employer contributions actually
taken into account in computing the Average Deferral
Percentage (ADP) of highly compensated Employees for such
Plan Year, over

(b) The maximum amount of such contributions permitted by the
ADP test (determined by reducing contributions made on
behalf of highly compensated Employees in order of the
ADPs, beginning with the highest of such percentages).

The Average Contribution Percentage (ACP) for Participants who are highly
compensated Employees (as defined in Section 414(g) of the Internal
Revenue Code of 1986) for each Plan Year and the ACP for Participants who
are not highly compensated Employees for the same Plan Year must satisfy
one of the following tests:

(a) The ACP for Participants who are highly compensated
Employees for each Plan Year and the ACP for Participants
who are non-highly compensated Employees for the same Plan
Year multiplied by 1.25; or,

(b) The ACP for Participants who are highly compensated
Employees for the Plan Year shall not exceed the ACP for
Participants who are non-highly compensated Employees for
the same Plan Year multiplied by two (2), provided that the
ACP for Participants who are highly compensated Employees
does not exceed the ACP for Participants who are non-highly
compensated Employees by more than two (2) percentage
points.

(A) Special rules for purposes of this Section 23:

(1) Multiple Use: If one or more highly compensated Employees
participate in both a cash or deferred arrangement and a
Plan subject to the ACP test maintained by the Employer and
the sum of the ADP and ACP of those highly compensated
Employees subject to either or both tests exceeds the
Aggregate Limit, then the ACP of those highly compensated
Employees who also participate in a cash or deferred
arrangement will be reduced (beginning with such highly
compensated Employee whose ACP is the highest) so that the
limit is not exceeded. The amount by which each highly
compensated Employee's Contribution Percentage Amount is
reduced shall be treated as an Excess Aggregate
Contribution. The ADP and ACP of the highly compensated
Employees are determined after any corrections required to
meet the ADP and ACP tests. Multiple use does not occur if
either the ADP or ACP of the highly compensated Employees
does not exceed 1.25 multiplied by the ADP and ACP of the
non-highly compensated Employees.

(2) For purposes of this Section, the Contribution Percentage
for any Participant who is a highly compensated Employee
and who is eligible to have Contribution Percentage Amounts
allocated to his account under two (2) or more Plans
described in Section 401(a) of the Code, or arrangements
described in Section 401(k) of the Code that are maintained
by the Employer, shall be determined as if the total of
such Contribution Percentage Amounts was made under each
Plan. If a highly compensated Employee participates in two
or more cash or deferred arrangements that have different
Plan Years, all cash or deferred arrangements ending with
or within the same calendar year shall be treated as a
single arrangement.

(3) In the event that this Plan satisfies the requirements of
Section 401(m), 401(a)(4), or 401(b) of the Code only if
aggregated with one or more other Plans, or if one or more
other Plans satisfy the requirements of such sections of
the Code only if aggregated with this Plan, then this
Section shall be applied by determining the Contribution
Percentage of Employees as if all such Plans were a single
Plan. For Plan Years beginning after December 31, 1989,
Plans may be aggregated in order to satisfy Section 401(m)
of the Code only if they have the same Plan Year.

(4) For purposes of determining the Contribution Percentage of
a Participant who is a five percent (5%) owner or one of
the ten (10) most highly-paid, highly compensated
Employees, the Contribution Percentage Amounts and
Compensation of such Participant shall include the
Contribution Percentage Amounts and Compensation for the
Plan Year of Family Members (as defined in Section
414(g)(6) of the Code). Family Members, with respect to
highly compensated Employees, shall be disregarded as
separate Employees in determining the Contribution
Percentage both for Participants who are non-highly
compensated Employees and for Participants who are highly
compensated Employees.

(5) For purposes of determining the Contribution Percentage
test, Employee Contributions are considered to have been
made in the Plan Year in which they were contributed to the
trust. Matching Contributions and Qualified Non-Elective
Contributions will be considered made for a Plan Year if
made no later than the end of the twelve-month (12-month)
period beginning on the day after the close of the Plan
Year.

(6) The Employer shall maintain records sufficient to
demonstrate satisfaction of the ACP test and the amount of
Qualified Non-Elective Contributions or Qualified Matching
Contributions, or both, used in such test.

(7) The determination and treatment of the Contribution Percen-
tage of any Participant shall satisfy such other
requirements as may be prescribed by the Secretary of the
Treasury.

(B) Definitions:

(1) "Aggregate Limit" shall mean the sum of (i) 125 percent of
the greater of the ADP of the non-highly compensated
Employees for the Plan Year, or the ACP of non-highly
compensated Employees under the Plan subject to Code
Section 401(m) for the Plan Year beginning with or within
the Plan Year of the cash or deferral arrangement; and,
(ii) the lesser of 200 percent or two plus the lesser of
such ADP or ACP. "Lesser" is substituted for "greater" in
(i) above, and "greater" is substituted for "lesser" after
"two plus the..." in (ii) if it would result in a larger
Aggregate Limit.

(2) "Average Contribution Percentage" shall mean the average of
the Contribution Percentages of the Eligible Participants
in a group.

(3) "Contribution Percentage" shall mean the ratio (expressed
as a percentage) of the Participant's Contribution
Percentage Amounts to the Participant's Compensation for
the Plan Year (whether or not the Employee was a
Participant for the entire Plan Year).

(4) "Contribution Percentage Amounts" shall mean the sum of the
Employee Contributions, Matching Contributions, and
Qualified Matching Contributions (to the extent not taken
into account for purposes of the ADP test) made under the
Plan on behalf of the Participant for the Plan Year. Such
Contribution Percentage Amounts shall include forfeitures
of Excess Aggregate Contributions or Matching Contributions
allocated to the Participant's account which shall be taken
into account in the year in which such forfeiture is
allocated. The Employer may elect to use Elective
Deferrals in the Contribution Percentage Amounts so long as
the ADP test is met before the Elective Deferrals are used
in the ACP test and continues to be met following the
exclusion of those Elective Deferrals that are used to meet
the ACP test.

(5) "Eligible Participant" shall mean any Employee who is
eligible to make an Employee Contribution, or an Elective
Deferral (if the Employer takes such contributions into
account in the calculation of the Contribution Percentage),
or to receive a Matching Contribution (including
forfeitures) or a Qualified Matching Contribution. If an
Employee Contribution is required as a condition of
participation in the Plan, any Employee who would be a
Participant in the Plan if such Employee made such a
contribution shall be treated as an eligible Participant on
behalf of whom no Employee Contributions are made.

(6) "Employee Contribution" shall mean any contribution made to
the Plan by or on behalf of a Participant that is included
in the Participant's gross income in the year in which made
and that is maintained under a separate account to which
earnings and losses are allocated.

(7) "Excess Aggregate Contributions" shall mean, with respect
to any Plan Year, the excess of:

(a) The aggregate Contribution Percentage Amounts taken into
account in computing the numerator of the Contribution
Percentage actually made on behalf of highly compensated
Employees for such Plan Year, over

(b) The maximum Contribution Percentage Amounts permitted by
the ACP test (determined by reducing contributions made
on behalf of highly compensated Employees in order of
their Contribution Percentages beginning with the
highest such percentages). Such determinations shall be
made after first determining Excess Elective Deferrals
and then determining Excess Contributions.

(8) "Matching Contribution" shall be as described in Section
5.10.

(C) Notwithstanding any other provision of this Plan, Excess
Aggregate Contributions, plus any income and minus any loss
allocable thereto, shall be forfeited, if forfeitable, or if not
forfeitable, distributed no later than the last day of each Plan
Year to Participants to whose accounts such Excess Aggregate
Contributions were allocated for the preceding Plan Year. Excess
Aggregate Contributions shall be allocated to Participants who
are subject to the Family Member aggregation rules of Section
414(g)(6) of the Code in the manner prescribed by the
regulations. If such Excess Aggregate Contributions are
distributed more than two and one-half (2-1/2) months after the
last day of the Plan Year in which such excess amounts arose, a
ten percent (10%) excise tax will be imposed on the Employer
maintaining the Plan with respect to those amounts. Excess
Aggregate Contributions shall be treated as annual additions
under the Plan.

Determination of Income or Loss: Excess Aggregate Contributions
shall be adjusted for any income or loss up to the date of
distribution. The income or loss allocable to Excess Aggregate
Contributions is the sum of: (1) income or loss allocable to the
Participant's Elective Employer Contribution account. Matching
Contribution account (if any, and if all amounts therein are not
used in the ADP test) and, if applicable, Qualified Non-Elective
Contribution account for the Plan Year multiplied by a fraction,
the numerator of which is such Participant's Excess Aggregate
Contribution for the year and the denominator is the
Participant's account balance(s) attributable to Contribution
Percentage Amounts without regard to any income or loss occurring
during such Plan Year; and, (2) ten percent (10%) of the amount
determined under (1) above, multiplied by the number of whole
calendar months between the end of the Plan Year and the date of
distribution, counting the month of distribution if distribution
occurs after the 15th of such month.

Forfeitures of Excess Aggregate Contributions: Forfeitures of
Excess Aggregate Contributions may either be reallocated to the
accounts of highly compensated Employees, or applied to reduce
Employer Contributions.

Accounting for Excess Aggregate Contributions: Excess Aggregate
Contributions shall be forfeited, if forfeitable, or distributed
on a pro rata basis from the Participant's Employee Contribution
account, Matching Contribution account, and Qualified Matching
Contribution account (and, if applicable, the Participant's
Qualified Non-Elective Contribution account or Elective Deferral
account, or both).

23.2 Separate Application. The provisions of subsection 23.1 shall apply
separately to Participants covered by a collective bargaining agreement
and to other Participants, each as a distinct group.

IN WITNESS WHEREOF, execution is hereby effected as of August 1, 1992.

ATTEST: CONSUMERS POWER COMPANY

/s/ Thomas A. McNish /s/ William T. McCormick, Jr.
- -------------------------------- ------------------------------------
Secretary Chairman

<PAGE>
<PAGE>
EMPLOYEES' SAVINGS AND INCENTIVE PLAN
Appendix A

Nearest Installment Nearest Installment
Age Years Age Years

20 55 46 31
21 54 47 30
22 53 48 29
23 53 49 28
24 52 50 27
25 51 51 27
26 50 52 26
27 49 53 25
28 48 54 24
29 47 55 23
30 46 56 23
31 45 57 22
32 44 58 21
33 43 59 20
34 42 60 19
35 41 61 19
36 40 62 18
37 39 63 17
38 38 64 17
39 38 65 16
40 36 66 15
41 36 67 15
42 35 68 14
43 34 69 13
44 33 70 13
45 31 71 12<PAGE>
<PAGE>

NOTES
-----

<PAGE>

EXHIBIT (4)(f)<PAGE>
<PAGE>
Exhibit (4)(f)
CMS ENERGY CORPORATION

Performance Incentive Stock and
Executive Stock Option Plans
- --------------------------------------------------------------------------
EXERCISE OF NON QUALIFIED STOCK OPTION
- --------------------------------------------------------------------------
Please be advised that, as required by the provisions of the CMS
Energy Corporation Performance Incentive Stock and/or Executive Stock
Option Plan ("the Plans") and the terms of the Stock Option Agreement
delivered to ___________________________________ by the Corporation, dated
_____________, I hereby exercise the Nonqualified Option to purchase
__________ shares of the Class G Common Stock of the Corporation.

I elect to pay the full purchase price of each share of Common
Stock subject to this exercise by:

1. [ ] Attaching a certified or cashier's check made
payable to: CMS Energy:

2. [ ] Transferring Common Stock of the Corporation; or

3. [ ] Compliance with the "cashless exercise"
procedures established by the Corporation.

I also elect and agree to pay any applicable federal, state, or
local withholding taxes by:
[ ] Personal check promptly upon notice of the amount
due; or

[ ] Retention of shares otherwise issuable pursuant
to this exercise (not available under "cashless
exercise" option).

[ ] Payment from the proceeds of the "cashless
exercise."

Stock certificates issued pursuant to this exercise shall be
registered in the following name and address:
________________________
________________________
________________________

________________________
Signed

________________________
Date

<PAGE>

EXHIBIT (4)(g)
<PAGE>
<PAGE>
Exhibit (4)(g)

CMS ENERGY CORPORATION
_________ Shares

NON-QUALIFIED STOCK OPTION

This Option Is Not Assignable

CMS Energy Corporation, a Michigan corporation ("the Corporation"), hereby
grants to ______________________________ ("Optionee") an option to
purchase __________ shares of CMS Energy Corporation Class G Common Stock
at $_______________ per share. Such stock option may be exercised in
accordance with the terms of this Agreement and the CMS Energy Corporation
Performance Incentive Stock Plan ("the Plan"), which is incorporated
herein by reference. A copy of the Plan is attached hereto.

The stock option granted herein on _____________________ is not assignable
or transferable other than by death, and the option to exercise such
rights shall terminate _____________________________. Except as provided
in the Plan, such stock option may only be exercised by the Optionee.

This Stock Option Agreement executed pursuant to action taken by the
Optionee, the Committee designated by the Board of Directors to administer
the Plan ("the Committee"), and the Board of Directors.

I hereby accept the rights granted herein subject to the terms of the Plan
with which I am familiar and agree to be bound thereby and by the actions
of the Committee and the Board of Directors.

----------------------
Optionee

CMS ENERGY CORPORATION
By the Committee

----------------------
Authorized Signature
<PAGE>

<PAGE>

EXHIBIT (5)(a)
<PAGE>
<PAGE>
Exhibit (5)(a)

Facsimile -- (517) 788-0768 Denise M Sturdy
Writer's Direct Dial Number -- (517) 788-0179 Assistant General Counsel

August 3, 1995

CMS Energy Corporation
330 Town Center Drive
Suite 1100
Dearborn, Michigan 48126

This opinion is given in connection with the Registration Statement on
Form S-8 (the "Registration Statement") being filed by CMS Energy
Corporation (the "Corporation") with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, (the "Securities
Act"), relating to the registration of Class G Common Stock, no par value,
of the Corporation (the "Class G Common Stock") which may be issued upon
exercise of options granted to employees of the corporation pursuant to
CMS Energy Corporation's Performance Incentive Stock Plan and which may be
issued upon a distribution or withdrawal of the value of units credited to
the employees' account in the Employees' Savings and Incentive Plan of
Consumers Power Company (collectively, "the Plans").

I am of the opinion that when the applicable provisions of the Securities
Act of 1933 are complied with, the Class G Common Stock will be, as and
when acquired in accordance with the terms and conditions of the Plans,
legally issued, fully paid and nonassessable.

I do not find it necessary for the purposes of this opinion to cover, and
accordingly express no opinion as to, the application of the securities or
Blue Sky Laws of the various states to the sale of the Class G Common
Stock.

I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.

Very truly yours,

/s/ Denise M. Sturdy, Esq.
<PAGE>

<PAGE>

EXHIBIT (5)(b) <PAGE>
<PAGE>
Exhibit (5)(b)

CONSUMERS POWER COMPANY

August 2, 1995

CMS Energy Corporation
Fairlane Plaza South
Suite 1100
300 Town Center Drive
Dearborn, MI 48126

RE: CMS Energy Corporation's Registration Statement on Form S-8 of the
Employees' Savings and Incentive Plan of Consumers Power Company
(The "Registration Statement")

In connection with the Registration Statement which relates, among other
things, to the offerings of interests in the Employees' Savings and
Incentive Plan of Consumers Power Company (the "Plan"), I, or an attorney
under my general supervision, have examined the Plan and the Trust
Agreement (collectively referred to as the "Plan Documents") and such
corporate records of CMS Energy Corporation as I, or an attorney under my
general supervision, considered necessary for the purpose of this opinion.
This opinion relates to the Plan's form and not to its operation.

On the basis of such review, we are of the opinion that the current status
of the Plan with respect to compliance of the Plan Documents with the
requirements of Section 401 of the Internal Revenue Code of 1986, as
amended (the "Code") and of the ERISA is as follows:

The Plan is subject to certain requirements of the Code and ERISA.
Consumers Power Company, the predecessor issuer, has received
determination letters, the most recent of which is dated August 2, 1991,
from the Internal Revenue Service that the Plan, adopted effective
November 1, 1961, as amended, meets the requirements of a qualified plan
under Code Section 401(a).

Subsequent to the determination letter and to the date thereof, the Plan
has been amended in certain respects. Effective as of August 1, 1992, the
Plan has been amended to include all hourly workers of the Employer as
eligible to participate.

Subsequent to the determination letter, Section 401 (a)(17) of the Code
was amended pursuant to the Retirement Protection Act of 1993 (the "RPA
93") to lower the compensation that may be taken into account for a
qualified trust. Such limitations are generally effective for plan years
beginning in 1994, and plans are required to operate in accordance with
the changes. Collectively bargained plans are not required to be amended
for this change until the collective bargaining agreement expires. The
Company's applicable collective bargaining agreement expired on June 1,
1995, but was extended through July 15, 1995.

In addition, various provisions under IRC Section 415 were amended by the
Retirement Protection Act of 1994 (the "RPA 94"), to be effective for plan
years beginning after December 31, 1994. Plans are required to operate in
accordance with the applicable terms under RPA 94, but need not be amended
until a date to be specified by the IRS. In general, the provisions of
RPA 94 that are applicable to the terms in the Plan Documents relate to
the Top Heavy Provisions of Section 22 of the Plan. To date, the Plan has
not been Top Heavy and these rules have not been applied to the Plan.

To the extent the Plan has not been formally amended to comply with the
provisions of the RPA 93 and RPA 94, it is our opinion that the Plan
continues to be in substantial compliance with the requirements of the IRC
provided the Plan is operated in accordance with the provisions of RPA 93
and RPA 94.

Subject to the foregoing, it is also our opinion that the Plan Documents
substantially comply with the applicable portions of ERISA which are not
amendatory of the Code.

I hereby consent to the use of this opinion as an Exhibit to the
Registration Statement on Form S-8 and to the reference to me under the
caption "Legal Opinion" in the Prospectus, and any amendments thereto,
filed in connection with the Plan.

Sincerely yours,
Arunas T. Udrys

<PAGE>

Exhibit (15)
ARTHUR ANDERSEN LLP

To CMS Energy Corporation:

We are aware that CMS Energy Corporation has incorporated by
reference in this registration statement its Form 10-Q for the quarter
ended March 31, 1995, which includes our report dated May 8, 1995, covering
the unaudited interim financial information contained therein. Pursuant
to Regulation C of the Securities Act of 1933, that report is not considered
a part of the registration statement prepared or certified by our Firm or
a report prepared or certified by our Firm within the meaning of Sections
7 and 11 of the Act.

Arthur Andersen LLP

Detroit, Michigan
August 1, 1995

<PAGE>

Exhibit (23)(b)<PAGE>
<PAGE>

Exhibit (23) (b)
ARTHUR ANDERSEN LLP

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our reports
dated January 31, 1995 (except with respect to certain matters discussed
in Notes 2, 3, 7 and 13 to the consolidated financial statements as to
which the date is March 1, 1995) included or incorporated by reference in
CMS Energy Corporation's Form 10-K for the year ended December 31, 1994,
and to all references to our Firm included in this registration statement.

Arthur Andersen LLP

Detroit, Michigan,
August 1, 1995
<PAGE>

<PAGE>

EXHIBIT (23)(c) <PAGE>
<PAGE>
Exhibit (23)(c)

ARTHUR ANDERSEN LLP

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants we hereby consent to the
incorporation by reference in this registration statement of our report
dated May 24, 1995 included in the Employees' Savings and Incentive Plan
of Consumers Power Company's Annual Report of Form 11-K for the year ended
December 31, 1994 and to all references to our Firm included in this
registration statement.

Arthur Andersen LLP

August 1, 1995
<PAGE>

<PAGE>

EXHIBIT (24)
<PAGE>
<PAGE>
Exhibit (24)

July 28, 1995

Mr. Alan M. Wright and
Mr. Thomas A. McNish
CMS Energy Corporation
Fairlane Plaza South, Suite 1100
330 Town Center Drive
Dearborn, MI 48126

We hereby appoint each of you lawful attorney for each of us and in each
of our names to sign and cause to be filed with the Securities and
Exchange Commission registration statement(s) and/or any amendment(s)
thereto for purposes, among other things, of offering Common Stock and
Class G Common Stock of CMS Energy Corporation through a Dividend
Reinvestment and Common Stock Purchase Plan, the Performance Incentive
Stock Plan of CMS Energy Corporation, and the Employees' Savings and
Incentive Plan of Consumers Power Company.

Yours very truly,

/s/ William T. McCormick, Jr. /s/ Frank H. Merlotti
- --------------------------------- ------------------------------
William T. McCormick, Jr. Frank H. Merlotti

/s/ James J. Duderstadt /s/ W. U. Parfet
- --------------------------------- ------------------------------
James J. Duderstadt W. U. Parfet

/s/ K. R. Flaherty /s/ Percy A. Pierre
- --------------------------------- -----------------------------
Kathleen R. Flaherty Percy A. Pierre

/s/ S. Kinnie Smith, Jr.
- --------------------------------- -----------------------------
Victor J. Fryling Kinnie Smith, Jr.

/s/ Earl D. Holton /s/ K. Whipple
- --------------------------------- -----------------------------
Earl D. Holton Kenneth Whipple

/s/ Lois A. Lund /s/ John B. Yasinsky
- --------------------------------- -----------------------------
Lois A. Lund John B. Yasinsky

Extract from minutes of a meeting of the Board of Directors of CMS Energy
Corporation (the "Corporation") held on July 28, 1995.

- - - - - - - - - -

Employees' Savings and Incentive Plan
of Consumers Power Company

In order to provide for the distribution and/or sale of the
Class G common stock of the Corporation pursuant to the provisions of the
Employees' Savings and Incentive Plan (the "Plan") of Consumers Power
Company, it would be appropriate to file a registration statement or an
amendment to the existing registration statement, with the Securities and
Exchange Commission. Such registration statement or amendment will
register 2,000,000 shares of Class G common stock, no par value, to be
issued pursuant to the Plan. The matter was discussed fully.

Upon motion duly made and seconded, the following
resolutions were thereupon unanimously adopted:

RESOLVED: That the Board hereby approves and
authorizes the issue and sale of not more than 2,000,000
additional shares of Class G Common Stock, no par value, of
the Corporation, from time to time, for purposes of the
Employees' Savings and Incentive Plan of Consumers Power
Company, as the officers of the Corporation deem appropriate
and as counsel may advise; and

RESOLVED FURTHER: That the officers of the
Corporation, and each of them, are authorized, in their
discretion, on its behalf, to execute and file with the
Securities and Exchange Commission a registration statement
with respect to the sale of 2,000,000 shares of Class G
common stock, no par value, of the Corporation as provided
in the Employees' Savings and Incentive Plan of Consumers
Power Company, and to do all other things necessary to make
such registration effective, including the execution and
filing of any necessary or appropriate amendments; and

RESOLVED FURTHER: That the officers of the
Corporation, and each of them, are authorized to cause the
Corporation to make application to the New York Stock
Exchange for the listing on such Exchange, upon notice of
issuance, of not more than 2,000,000 shares of Class G
Common Stock, no par value, of the Corporation; that
Messrs. Alan M. Wright and Thomas A. McNish are, and each of
them is, designated to represent the Corporation in
connection with any application or applications for listing
and to appear on behalf of the Corporation before such
official or body of said Exchange as may be appropriate,
with authority to make such changes, upon the advice of
counsel, in said application(s) or in any agreements or
other papers relating thereto as may be necessary or
appropriate to conform with the requirements for listing;
and

RESOLVED FURTHER: That the officers of the
Corporation, and each of them, are authorized to have issued
and to deliver, at one time or from time to time, certifi-
cates representing not more than 2,000,000 shares of Class G
Common Stock, no par value, of the Corporation; and

RESOLVED FURTHER: That the officers of the
Corporation, and each of them, are authorized and empowered,
in the name and on behalf of the Corporation, to sign, seal
and deliver such documents, papers and instruments, and to
do or cause to be done all acts and things which any of them
may consider necessary or advisable to carry out the intent
and purposes of all the foregoing resolutions with respect
to the issue and sale of not more than 2,000,000 shares of
Class G Common Stock, no par value, of the Corporation.

- - - - - - - - - -

I, Thomas A. McNish, Secretary of CMS Energy Corporation, do hereby
certify that the foregoing is a true and correct copy of resolutions duly
and regularly adopted at a meeting of the Board of Directors of CMS Energy
Corporation duly called and held on July 28, 1995 at which a quorum was in
attendance and voting throughout and that said resolutions have not since
been rescinded but are still in full force and effect.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the
seal of the Corporation this 1st day of August, 1995.

/s/ Thomas A. McNish
-----------------------------
Thomas A. McNish
Secretary

( S E A L )

<PAGE>

Extract from minutes of a meeting of the Board of Directors of CMS Energy
Corporation (the "Corporation") held on July 28, 1995.

- - - - - - -

Performance Incentive Stock Plan

In order to provide for the distribution and/or sale of the shares
of the Class G common stock of the Corporation pursuant to the provisions
of the Corporation's Performance Incentive Stock Plan (the "Plan"), it
would be appropriate to file a registration statement and/or amendments
thereto with the Securities and Exchange Commission. Such registration
statement will register 2,000,000 shares of Class G common stock, no par
value, to be issued pursuant to the Plan. The matter was discussed fully.

Upon motion duly made and seconded, the following resolutions were
thereupon unanimously adopted:

RESOLVED: That the Board hereby approves and authorizes the
issue and sale of not more than 2,000,000 additional shares of Class
G Common Stock, no par value, of the Corporation, from time to time,
for purposes of the Performance Incentive Stock Plan, as the officers
of the Corporation deem appropriate and as counsel may advise; and

RESOLVED FURTHER: That the officers of the Corporation, and
each of them, are authorized, in their discretion, on its behalf, to
execute and file with the Securities and Exchange Commission a
registration statement with respect to the sale of not more than
2,000,000 shares of Class G common stock, no par value, of the
Corporation as provided in the Corporation's Performance Incentive
Stock Plan, and to do all other things necessary to make such
registration effective, including the execution and filing of any
necessary or appropriate amendments; and

RESOLVED FURTHER: That the officers of the Corporation, and
each of them, are authorized to cause the Corporation to make
application to the New York Stock Exchange for the listing on such
Exchange, upon notice of issuance, of not more than 2,000,000 shares
of Class G Common Stock, no par value, of the Corporation; that
Messrs. Alan M. Wright and Thomas A. McNish are, and each of them is,
designated to represent the Corporation in connection with any
application or applications for listing and to appear on behalf of the
Corporation before such official or body of said Exchange as may be
appropriate, with authority to make such changes, upon the advice of
counsel, in said application(s) or in any agreements or other papers
relating thereto as may be necessary or appropriate to conform with
the requirements for listing; and

RESOLVED FURTHER: That the officers of the Corporation, and
each of them, are authorized to have issued and to deliver, at one
time or from time to time, certificates representing not more than
2,000,000 shares of Class G Common Stock, no par value, of the
Corporation; and

RESOLVED FURTHER: That the officers of the Corporation, and
each of them, are authorized and empowered, in the name and on behalf
of the Corporation, to sign, seal and deliver such documents, papers
and instruments, and to do or cause to be done all acts and things
which any of them may consider necessary or advisable to carry out the
intent and purposes of all the foregoing resolutions with respect to
the issue and sale of not more than 2,000,000 shares of Class G Common
Stock, no par value, of the Corporation.

- - - - - - - -

I, Thomas A. McNish, Secretary of CMS Energy Corporation, do hereby
certify that the forgoing is a true and correct copy of resolutions duly
and regularly adopted at a meeting of the Board of Directors of CMS Energy
Corporation duly called and held on July 28, 1995 at which a quorum was in
attendance and voting throughout and that said resolutions have not since
been rescinded but are still in full force and effect.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal
of the Corporation this 1st day of August, 1995.

/s/ Thomas A. McNish
---------------------
Thomas A. McNish
Secretary

( S E A L )

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