2015 Payment Options Amendment Amendment to the CMS Energy Deferred Salary Savings Plan

Exhibit 10.4.c

2015 Payment Options Amendment

Amendment

to the

CMS Energy Deferred Salary Savings Plan

Whereas CMS Energy Corporation (“CMS Energy”) maintains the CMS Energy Deferred Salary Savings Plan (the “Plan”); and

Whereas CMS Energy desires to amend the Plan provisions regarding certain payment options and for clarification purposes; and

Whereas the Plan Administrator has authority in its Charter and as set forth in subsection 8.3 of Section 8 of the Plan to amend the Plan, and at its December 17, 2015 meeting, the Benefit Administration Committee, as the Plan Administrator, has authorized its Chair to amend the Plan and to allow the President and Chief Executive Officer of CMS Energy to sign an amended and restated Plan; and

Now therefore, by the authority granted to the Benefit Administration Committee, the Plan is hereby amended as follows:

In the definition of Compensation, replace “For purposes of determining amounts subject to a deferral election under section 3.1,” with “For purposes of determining Deferrals,”

In the definition of Threshold Limit, replace “As of January 1, 2007, the Threshold Limit was $225,000.” with “As of January 1, 2016, the Threshold Limit was $265,000.”

In the second paragraph of Section 3.1, replace “2.1” with “2.2”.

Replace Section 6.2(a) of the Plan with the following:

6.2       Payment Options.

(a)       Payment Events.  Each Participant must annually select one or more Payment Events from the following choices for each contribution including Deferrals, Employer Matching Amounts and/or Additional Deferrals. Such election must be made at the time the deferral election is made:

(i)  Separation from Service for any reason other than death. Payment will be made, or begin in January of the year following Separation from Service or, if later, the seventh month after the month of Separation from Service.  Later installments, if any, will be paid in January of the succeeding years;

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2015 Payment Options Amendment

(ii) Payment upon attainment of a date certain that is more than 5 years after the last day of the applicable Plan Year. However, for amounts attributable to an Additional Deferral, payment upon attainment of a date certain that is more than one month after the last day of the applicable Plan Year. Later installments, if any, will be paid in January of the succeeding years.

(iii) The earlier of (i) or (ii) above.

(iv) The later of (i) or (ii) above.

Any participant failing to make an election will be deemed to have elected payment upon Separation from Service in accordance with 6.2(a)(i).

Replace Section 6.3 of the Plan with the following:

6.3       Changes to Payment Options.  Once a Payment Option has been elected, subsequent changes which would accelerate the receipt of benefits from the Plan are not permitted, except that the Plan Administrator may at its discretion accelerate payments to the extent permitted by Code Section 409A and applicable regulations.  A subsequent election to change the Payment Options related to a Payment Event, in order to delay a payment or to change the form of a payment, can be made when all of the following conditions are satisfied:

(a) such election may not take effect until at least 12 months after the date on which the election is made;

(b) the payment(s) with respect to which such election is made is deferred for a period of not less than 5 years from the date such payment would otherwise have been made (or, in the case of installment payments under Section 6.2(b)(ii) with regard to amounts deferred (and the related earnings) prior to January 1, 2016, 5 years from the date the first installment was scheduled to be paid); and

(c) such election must be made not less than 12 months before the date the payment was previously scheduled to be made, (or, in the case of installment payments under Section 6.2(b)(ii) with regard to amounts deferred (and the related earnings) prior to January 1, 2016, 12 months before the first installment was scheduled to be paid), if the Participant’s previous commencement date was a specified date.

Effective January 1, 2016, the right to a series of installment payments is to be treated as a right to a series of separate payments to the extent permissible under Code Section 409A and any applicable regulations.

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2015 Payment Options Amendment

Unless noted in the amendment, the effective date for these amendments is December 17, 2015.

Signed:  December 17, 2015

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