[EACH EXECUTIVE OFFICER OF CMS ENERGY AND CONSUMERS ENTERS INTO AN
EMPLOYMENT AGREEMENT IN SUBSTANTIALLY THE FORM ATTACHED]
AGREEMENT between __________________________, a Michigan corporation (the "Company"), and
_________________________ (the "Executive") dated this _______ day of December, 1999.
Whereas the Company considers the maintenance of a vital management essential to protecting and enhancing the
best interests of the Company and its shareholders; whereas the Company has determined to encourage the
continuing attention and dedication of the key members of its management without the distraction arising from the
possibility of a change in control;
Therefore, the parties hereto agree as follows:
1. Change of Control. As used in this Agreement, a "Change of Control" shall occur upon the occurrence of one
or more of the following events and "Change of Control Date" shall be the date of such occurrence:
(a) A Change of Control of CMS Energy Corporation ("CMS") 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 CMS is then subject to such reporting requirement.
(b) 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 CMS.
(c) During any period of twenty-four consecutive months the Present Directors and/or New Directors cease to
constitute a majority of the Board of Directors of CMS. For purposes of this subsection (c), "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 CMS whose election by the Board or whose nomination
for election by CMS' shareholders was approved by a vote of at least two-t