X0201 4 2003-10-31 0 0000811156 CMS ENERGY CORP CMS 0001064960 WHIPPLE KENNETH CMS ENERGY CORPORATION ONE ENERGY PLAZA JACKSON MI 49201-2276 1 1 0 0 Chairman of the Board and CEO Common Stock (CMS) 18104 I By Family Trust Phantom Stock Units (Salary) Common Stock (CMS) 135053 195572 D Phanton Stock Units (Restricted) 2003-10-31 4 A 0 125000 A Common Stock (CMS) 125000 125000 D These phantom stock units were granted pursuant to a deferred salary provision in Mr. Whipple's employment agreement with CMS Energy Corporation. These units were deemed acquired on various dates in 2003 at the then current market prices of CMS Energy Corporation's Common Stock ranging from $4.41 to $9.44, and will be settled in cash on the second anniversary of those deemed acquisition dates based on the price of the Common Stock at that time. These restricted phantom stock units were granted pursuant to long-term incentive provisions in Mr. Whipple's employment agreement with CMS Energy Corporation. These units will vest over a 5-year period starting on the second anniversary of the grant at the rate of 25% per year with the resulting cash settlement based on the price of CMS Energy Corporation's Common Stock at the end of the applicable vesting period. /s/MDVanHemert, Attny in Fact 2003-10-31