<DOCUMENT>
<TYPE>EX-10.(DD)
<SEQUENCE>19
<FILENAME>k82154aexv10wxddy.txt
<DESCRIPTION>ANNUAL EMPLOYEE INCENTIVE COMPENSATION PLAN
<TEXT>
<PAGE>
                                                                  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


                                       1
<PAGE>





                            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.

               (c)  "Committee" means the Committee on Organization and
                    Compensation of the Board of Directors of CMS Energy.

               (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.


                                       2
<PAGE>


               (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.


                                       3
<PAGE>




  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

<TABLE>
------------------------ ----------- ------------ ----------- ----------- ----------- ----------- ----------
      CFCF Component
      (Millions)              $250      $300         $350        $400        $450        $500       $550
------------------------ ----------- ------------ ----------- ----------- ----------- ----------- ----------
EPS COMPONENT
<S>                      <C>         <C>          <C>         <C>         <C>         <C>         <C>

------------------------ ----------- ------------ ----------- ----------- ----------- ----------- ----------
$.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%
------------------------ ----------- ------------ ----------- ----------- ----------- ----------- ----------
</TABLE>

    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.



                                       4
<PAGE>

<TABLE>
<CAPTION>
                                                                   YEAR
                                                                    END
                                                                   SALARY
                                   POSITION                        GRADE           STANDARD AWARD AMOUNT
                      ----------------------------
<S>                                                                <C>             <C>
                      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
</TABLE>


         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
<PAGE>




        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.

                                       6

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