Amendment to the Officer's Incentive Compensation Plan (Amended and Restated as of January 1, 2008)

Exhibit (10)(n)

Amendment

Whereas, CMS Energy Corporation maintains the Officers Incentive Compensation Plan (the “Plan”); and

Whereas, the Board of Directors of CMS Energy Corporation has authorized Officers of the Company to modify the Plan to comply with Section 409A of the Internal Revenue Code (“Section 409A) and as advisable to reflect guidance under Section 409A; and

Whereas, under the applicable Section 409A regulations the Plan may either accept the default standard for determining when a Separation from Service has occurred or it may adopt a standard of up to 49% of the average level of services performed over the prior 36 month period of time; and

Whereas, legal counsel, human resources and the tax department recommend adoption of a 45% standard to provide a reasonable basis for complying with the Section 409A requirement.

Now T