AMENDED AND RESTATED CASH COLLATERAL AGREEMENT

EXHIBIT 10(c)

EXECUTION COPY

AMENDED AND RESTATED CASH COLLATERAL AGREEMENT

     THIS AMENDED AND RESTATED CASH COLLATERAL AGREEMENT, dated as of April 2, 2007 (this “Agreement”), made by CMS ENERGY CORPORATION, a Michigan corporation (the “Pledgor”), to CITICORP USA, INC. (“CUSA”), as administrative agent (in such capacity, the Administrative Agent”) for the lenders (the “Lenders”) parties to the Credit Agreement (as hereinafter defined) and as collateral agent (in such capacity, the “Collateral Agent”) for the Lenders.

PRELIMINARY STATEMENTS

          (1) The Administrative Agent, the Collateral Agent and the Lenders have entered into that certain Seventh Amended and Restated Credit Agreement, dated as of the date hereof (said Agreement, as it may hereafter be amended or otherwise modified from time to time, being the “Credit Agreement”, the terms defined therein and not otherwise defined herein being used herein as therein defined), with the Pledgor.

          (2) The Pledgor and the Administrative Agent have previously entered into that certain Cash Collateral Agreement, dated as of August 3, 2005 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Existing Agreement”) pursuant to which cash collateral is deposited by the Administrative Agent in a special non-interest-bearing cash collateral account (the “Account”) with the Collateral Agent at its office at 388 Greenwich Street, New York, New York 10013, Account No. 30579578 (or at such other office of the Collateral Agent as the Collateral Agent may, from time to time, notify the Pledgor and the Administrative Agent), in the name of the Pledgor but under the sole control and dominion of the Collateral Agent and subject to the terms of this Agreement and the Credit Agreement.

          (3) The Pledgor and the Administrative Agent have agreed to amend and restate the Existing Agreement pursuant to this Agreement.

          NOW THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Pledgor hereby agrees with the Collateral Agent and the Administrative Agent, for their benefit and the ratable benefit of the Lenders and the LC Issuer, as follows:

          SECTION 1. Pledge and Assignment. The Pledgor hereby pledges and assigns to the Collateral Agent, for its benefit and the ratable benefit of the Administrative Agent, the Lenders and the LC Issuer, and grants to the Collateral Agent, for its benefit and the ratable benefit of the Administrative Agent, the Lenders and the LC Issuer, a security interest in, the following collateral (collectively, the “Collateral):

     (i) the Account, all funds held therein and all certificates and instruments, if any, from time to time representing or evidencing the Account;

     (ii) all Investments (as hereinafter defined) from time to time, and all certificates and instruments, if any, from time to time representing or evidencing the Investments;

     (iii) all notes, certificates of deposit, deposit accounts, checks and other instruments from time to time hereafter delivered to or otherwise possessed by the Collateral Agent for or on behalf of the Pledgor in substitution for or in addition to any or all of the then existing Collateral;

     (iv) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Collateral; and

     (v) all proceeds of any and all of the foregoing Collateral.

          SECTION 2. Security for Obligations. This Agreement secures the payment of all reimbursement obligations of the Pledgor now or hereafter existing with respect to LC Outstandings and all obligations of the Pledgor now or hereafter existing under this Agreement (all such obligations of the Pledgor being the “Secured Obligations”). Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts which constitute part of the Secured Obligations and which remain outstanding after the Commitment Termination Date or otherwise would be owed by the Pledgor to the Administrative Agent, the Collateral Agent or the Lenders under the Credit Agreement and the Promissory Notes (if any) but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor.

          SECTION 3. Delivery of Collateral. All certificates or instruments, if any, representing or evidencing the Collateral shall be delivered to and held by or on behalf of the Collateral Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Collateral Agent. The Collateral Agent shall have the right, at any time upon the occurrence and during the continuance of an Event of Default, in its discretion and without notice to the Pledgor, to transfer to or to register in the name of the Collateral Agent or any of its nominees any or all of the Collateral. In addition, the Collateral Agent shall have the right at any time to exchange certificates or instruments representing or evidencing Collateral for certificates or instruments of smaller or larger denominations.

          SECTION 4. Maintaining the Account. So long as any LC Obligation shall remain unpaid, any Letter of Credit shall remain outstanding or any Lender shall have any Commitment:

     (a) The Pledgor will maintain the Account with the Collateral Agent.

     (b) It shall be a term and condition of the Account, notwithstanding any term or condition to the contrary in any other agreement relating to the Account and except as otherwise provided by the provisions of Sections 6, 13 and 17, that no amount (including interest on the Account, if any) shall be paid or released to or for the account of, or

withdrawn by or for the account of, the Pledgor or any other Person (other than the Administrative Agent or the Collateral Agent) from the Account.

          The Account shall be subject to such applicable laws, and such applicable regulations of the Board of Governors of the Federal Reserve System and of any other appropriate banking or governmental authority, as may now or hereafter be in effect.

          SECTION 5. Investing of Amounts in the Account. If requested by the Pledgor, the Collateral Agent will, subject to the provisions of Section 6 and Section 13, from time to time (a) invest amounts on deposit in the Account in such Permitted Investments as the Pledgor may select and the Administrative Agent may approve and (b) invest interest paid on the Permitted Investments referred to in clause (a) above, and reinvest other proceeds of any such Permitted Investments which may mature or be sold, in each case in such Permitted Investments as the Pledgor may select and the Administrative Agent may approve (the Permitted Investments referred to in clauses (a) and (b) above, being collectively “Investments”). Interest and proceeds that are not invested or reinvested in Investments as provided above shall be deposited and held in the Account.

          SECTION 6. Release of Amounts. So long as no Event of Default or Default shall have occurred and be continuing, the Collateral Agent will pay and release to the Pledgor or at its order, upon the request of the Pledgor, (a) amounts of credit balance of the Account and of principal of any other Collateral when matured or sold to the extent that (i) the sum of the credit balance of the Account plus the aggregate outstanding principal amount of all other Collateral exceeds (ii) the aggregate Dollar Equivalent of the LC Outstandings in respect of all Letters of Credit and all other amounts owing by the Pledgor hereunder, (b) all amounts in the Account if (i) the aggregate of all of the Commitments shall exceed the Total Outstandings, (ii) the aggregate Dollar Equivalent of the LC Outstandings in respect of all Letters of Credit denominated in euro and all other amounts owing by the Pledgor hereunder are less than $40,000,000, (iii) the aggregate Dollar Equivalent of the LC Outstandings in respect of all Letters of Credit denominated in Indian Rupees and all other amounts owing by the Pledgor hereunder are less than $3,000,000, and (iv) the aggregate Dollar Equivalent of the LC Outstandings in respect of all Letters of Credit denominated in Canadian Dollars and all other amounts owing by the Pledgor hereunder are less than $30,000,000 and (c) all interest and earnings on the Investments deposited and held in the Account.

          SECTION 7. Representations and Warranties. The Pledgor represents and warrants as follows:

     (a) The Pledgor is the legal and beneficial owner of the Collateral free and clear of any lien, security interest, option or other charge or encumbrance except for the security interest created by this Agreement.

     (b) The pledge and assignment of the Collateral pursuant to this Agr