EXHIBIT 10(dd)

ANNUAL EMPLOYEE INCENTIVE
COMPENSATION PLAN FOR CMS ENERGY CORPORATION
AND ITS SUBSIDIARIES

Effective January 1, 2003
Approved by Committee on May 23, 2003

ANNUAL EMPLOYEE INCENTIVE
COMPENSATION PLAN FOR CMS ENERGY CORPORATION
AND ITS SUBSIDIARIES

I. GENERAL PROVISIONS

1.1 PURPOSE. The purpose of the Annual Employee Incentive
Compensation Plan ("EIC Plan") is to:

(a) Provide an equitable and competitive level of compensation
that will permit CMS Energy Corporation ("Company") and its
subsidiaries to attract, retain and motivate their Employees.

(b) No payments to Employees in the form of incentive
compensation shall be made unless pursuant to a plan approved
by the Committee and after express approval of the Committee.

1.2 EFFECTIVE DATE. The predecessor to the EIC Plan was initially
effective as of January 1, 1986 and that predecessor, as amended,
is hereby terminated. The EIC Plan as described herein, is
effective as of January 1, 2003.

1.3 DEFINITIONS. As used in this EIC Plan, the following terms have
the meaning described below:

(a) "Annual Award" means an annual incentive award granted under
the EIC Plan.

(b) "CMS Energy" means CMS Energy Corporation.

(d) "Common Stock" means the common stock of CMS Energy.

(e) "Company" means CMS Energy Corporation.

(f) "Corporate Free Cash Flow" (CFCF) means CMS Consolidated
Cash Flow from operating activities, excluding pension
contributions and adjusted for GCR Recovery, plus Cash Flow
from Investing Activities.

(g) "Earnings Per Share" (EPS) means the amount of ongoing net
income per outstanding CMS Energy Share.

(h) "Disability" means that a participant has terminated
employment with the Company or a Subsidiary and is entitled
to disability payments under the Pension Plan.

(i) "EIC Plan" means the Annual Employee Incentive Compensation
Plan for CMS Energy Corporation and Its Subsidiaries, as
effective January 1, 2003 and any amendments thereto.

(j) "Employee" means a regular fulltime employee of the
Company or a Subsidiary in the salary grades specified in
the table contained in Article III of the EIC Plan.

(k) "GCR Recovery" means actual/forecast incremental GCR
recovery during January and February of 2004 calculated
as actual/forecast GCR cycle billed sales times above
budget GCR factor.

(k) "Leave of Absence" for purposes of this EIC Plan means a
leave of absence that has been approved by the Company or a
Subsidiary.

(l) "Outside Directors" means directors of CMS Energy who are
not employed by CMS Energy or a Subsidiary and satisfy the
requirements of an "Outside Director" under Code Section
162(m).

(m) "Pension Plan" means the Pension Plan for Employees of
Consumers Energy and Other CMS Energy Companies.

(n) "Performance Year" means the calendar year prior to the year
in which an Annual Award is made by the Committee.

(o) "Plan Administrator" means the Sr. Vice President - Human
Resources of CMS Energy, under the general direction of the
Outside Directors on the Committee.

(p) "Retirement" means that an EIC Plan participant is no
longer an active employee and qualifies for a retirement
benefit other than a deferred vested retirement benefit
under the Pension Plan.

(q) "Subsidiary" means any direct or indirect subsidiary of the
Company.

1.4 ELIGIBILITY. Regular fulltime employees are eligible for
participation in the EIC Plan.

1.5 ADMINISTRATION OF THE PLAN.

(a) The EIC Plan is administered by the Sr. Vice President -
Human Resources of CMS Energy under the general direction of
the Outside Directors who are members of the Committee.

(b) The Committee, no later than March 30th of the Performance
Year, will approve performance goals for the Performance
Year.

(c) The Committee, no later than March 30th of the calendar year
following the Performance Year, will review for approval
proposed Annual Awards for all EIC Plan participants, as
recommended by the Chairman and CEO of the Company. All
proposed Annual Awards are subject to approval of the
Committee. Before the payment of any Annual Awards, the
Committee will certify in writing that the performance goals
were in fact satisfied in accordance with Code Section
162(m).

(d) The Committee reserves the right to modify the performance
goals with respect to unforeseeable circumstances or
otherwise exercise discretion with respect to proposed
Annual Awards as it deems necessary to maintain the spirit
and intent of the EIC Plan. The Committee also reserves the
right in its discretion to not pay Annual Awards for a
Performance Year. All discretionary decisions of the
Committee are final.

II. CORPORATE PERFORMANCE GOALS

2.1 IN GENERAL. The composite Plan Performance Factor will depend on
corporate performance in two areas: (1) the net ongoing income per
outstanding CMS Energy share (EPS); and (2) the Corporate Free Cash Flow
of CMS Energy (CFCF). There will be no payout under the Plan unless a
composite Plan Performance Factor of at least 60% is achieved. The
composite Plan Performance Factor to be used for payouts will be capped
at a maximum of 200%. A table containing the composite Plan Performance
Factors shall be created by the Committee for each Performance Year. The
table for Performance Year 2003 is set forth below.

(a) EPS COMPONENT. EPS performance shall constitute 40% of the
composite Plan Performance Factor. The 100% EPS goal for
the 2003 performance year is $.80 per share, and the EPS
component shall increase or decrease by 50% for each $.10
per share change in performance. (Mathematical
interpolation shall be used for actual results not shown in
the table.) There will be no payout under the plan unless
at least $.60 per share is achieved (regardless of CFCF
performance).

(b) CFCF COMPONENT. CFCF performance shall constitute 60% of the
composite Plan Performance Factor. The 100% CFCF goal for
the 2003 performance year is $400 million, and the CFCF
component shall increase or decrease by 25% for each $50
million change in performance. (Mathematical interpolation
shall be used for actual results not shown in the table.)
There will be no payout under the plan unless at least $250
million is achieved (regardless of EPS performance).

COMPOSITE PERFORMANCE FACTORS FOR 2003 PERFORMANCE YEAR

- ------------------------ ----------- ------------ ----------- ----------- ----------- ----------- ----------
CFCF Component
(Millions) $250 $300 $350 $400 $450 $500 $550
- ------------------------ ----------- ------------ ----------- ----------- ----------- ----------- ----------
EPS COMPONENT

- ------------------------ ----------- ------------ ----------- ----------- ----------- ----------- ----------
$.60 NONE NONE NONE 60% 75% 90% 105%
- ------------------------ ----------- ------------ ----------- ----------- ----------- ----------- ----------
$.70 NONE NONE 65% 80% 95% 110% 125%
- ------------------------ ----------- ------------ ----------- ----------- ----------- ----------- ----------
$.80 NONE 70% 85% 100% 115% 130% 145%
- ------------------------ ----------- ------------ ----------- ----------- ----------- ----------- ----------
$.90 75% 90% 105% 120% 135% 150% 165%
- ------------------------ ----------- ------------ ----------- ----------- ----------- ----------- ----------
$1.00 95% 110% 125% 140% 155% 170% 185%
- ------------------------ ----------- ------------ ----------- ----------- ----------- ----------- ----------
$1.10 115% 130% 145% 160% 175% 190% 200%
- ------------------------ ----------- ------------ ----------- ----------- ----------- ----------- ----------
$1.20 135% 150% 165% 180% 195% 200% 200%
- ------------------------ ----------- ------------ ----------- ----------- ----------- ----------- ----------
$1.30 155% 170% 185% 200% 200% 200% 200%
- ------------------------ ----------- ------------ ----------- ----------- ----------- ----------- ----------

Notes: Mathematical interpolation shall be used for actual results not
shown in the table.
Target Award is Bolded 100% and Maximum Award is Bolded 200%

III. ANNUAL AWARD FORMULA

3.1 ANNUAL AWARDS. Annual Awards for each eligible EIC Plan
participant will be based upon a standard award as set
forth in the table below. The total amount of an EIC
participant Annual Award shall be computed according to
the annual award formula set forth in Section 3.2.

YEAR
END
SALARY
POSITION GRADE STANDARD AWARD AMOUNT
----------------------------

Sr. Consultants & Equivalent 8-10/C $1,000
Consultants & Equivalent 5-7/B $ 750
Advisors & Equivalent 1-4/A $ 625
All Non-exempt Employees various $ 500

3.2 Annual Awards for EIC participants will be calculated
and made as follows:

INDIVIDUAL AWARD = STANDARD AWARD AMOUNT TIMES PERFORMANCE FACTOR %

IV. PAYMENT OF ANNUAL AWARDS

4.1 CASH ANNUAL AWARD. All Annual Awards for a Performance Year will
be paid in cash no later than March 31st of the calendar year
following the Performance Year provided that they first have been
reviewed and approved by the Committee. The amounts required by
law to be withheld for income and employment taxes will be
deducted from the Annual Award payments. All Annual Awards become
the obligation of the company on whose payroll the Employee is
enrolled at the time the Committee makes the Annual Award.

4.2 PAYMENT IN THE EVENT OF DEATH.

(a) A participant may name the beneficiary of his or her choice on
a beneficiary form provided by the Company, and the
beneficiary shall receive payment in the event that the
Participant dies prior to receipt of a cash Annual Award. If a
beneficiary is not named, the payment will be made to the
first surviving class as follows:

1. Widow or Widower
2. Children, per capita
3. Parents, per capita
4. Brothers and Sisters, per capita
5. Estate of the Deceased

(b) A participant may change beneficiaries at any time, and the
change will be effective as of the date the participant
completes and signs the beneficiary form, whether or not the
participant is living at the time the request is received by
the Company. However, the Company or the applicable Subsidiary
will not be liable for any payments made before receipt of a
written request.

V. CHANGE OF STATUS

Payments in the event of a change in status will not apply if no
awards are made for the performance year.

5.1 PRO-RATA ANNUAL AWARDS. A new EIC participant, hired during the
Performance Year will receive a pro rata Annual Award based on
the percentage of the Performance Year in which the employee
is employed.

5.2 TERMINATION. An EIC participant whose employment is terminated
pursuant to a violation of the Company code of conduct or other
corporate policies will not be considered for an Annual Award.

5.3 RESIGNATION. An EIC participant who resigns during or after a
Performance Year will not be eligible for an Annual Award. If the
resignation is due to reasons such as a downsizing or
reorganization, or the ill health of the employee or ill health in
the immediate family, the employee may petition the Committee and
may be considered, in the discretion of the Committee, for a pro
rata Annual Award. The Committee's decision to approve or deny the
request for a pro rata Annual Award shall be final.

5.4 DEATH, DISABILITY, RETIREMENT, LEAVE OF ABSENCE. An EIC
participant whose status as an active employee is changed during
the Performance Year due to death, Disability, Retirement, or
Leave of Absence will receive a pro rata Annual Award.

VI. MISCELLANEOUS

6.1 IMPACT ON BENEFIT PLANS. Payments made under the Plan will be not
be considered as earnings for purposes of the Employees' Savings
Plan, Pension Plan, or other employee benefit programs.

6.2 IMPACT ON EMPLOYMENT. Neither the adoption of the Plan nor the
granting of any Annual Award under the Plan will be deemed to
create any right in any individual to be retained or continued in
the employment of the Company or any corporation within the
Company's control group.

6.3 TERMINATION OR AMENDMENT OF THE PLAN. The Company at any time
may, in writing, terminate or amend the Plan.

6.4 GOVERNING LAW. The Plan will be governed and construed in
accordance with the laws of the State of Michigan.

6.5 DISPUTE RESOLUTION. Any disputes related to the Plan should first
be brought to the Plan Administrator. If that does not result in
a mutually agreeable resolution, then the dispute shall be
subject to final and binding arbitration before a single
arbitrator selected by the parties to be conducted in Jackson,
Michigan. The arbitration will be conducted and finished within
90 days of the selection of the arbitrator. The parties shall
share equally the cost of the arbitrator and of conducting the
arbitration proceeding, but each party shall bear the cost of its
own legal counsel and experts and other out-of-pocket
expenditures.