ex10-44



Exhibit 10.44

DTE Energy Company



Annual Incentive Plan


Overview



The Annual Incentive Plan (“Plan”) rewards eligible
key executives of DTE Energy Company (“DTE”) and its
Subsidiaries, as defined below, for accomplishment of financial
and strategic objectives that improve DTE’s operating
results and position DTE for long-term profitability and
successful individual performance.



The Plan measures calendar year performance. The current
year’s performance targets, performance measures and
weights will be communicated annually. For purposes of the Plan,
“Subsidiary” means a corporation, partnership, joint
venture, limited liability company, unincorporated association
or other entity in which DTE has a direct or indirect ownership
or other equity interest.


Administration



The Plan shall be administered by the Special Committee on
Compensation (“Committee”) of DTE’s Board of
Directors (“Board”) or such other Board committee as
may be designated from time to time by the Board, provided that
any such committee is composed solely of individuals who are
“Outside Directors” as that term is used in
Section 162(m) of the Internal Revenue Code of 1986, as
amended (“Code”) and Treasury Regulation promulgated
thereunder. The Committee has the authority to interpret the
provisions of the Plan and prescribe any regulations relating to
its administration. The decisions of the Committee with respect
to the administration of the Plan shall be conclusive, subject
to the limitations on the Committee’s action.



The Committee, on an annual basis, will establish and report to
the Board of Directors the specific criteria for eligibility,
the type and timing of awards and the manner of payment of
awards, the performance measures and related weights to be used
in computing award amounts, and the performance levels for each
performance measure. The Board of Directors reserves the right
to amend, suspend or terminate the Plan at any time;
provided, however, that on or after the occurrence of a
Change in Control, as defined below, no amendment, suspension or
termination of the Plan may be made that adversely affects the
rights of any person under an outstanding Award without his or
her prior written consent.



Outstanding awards are not payable until such time as the
Committee has certified that the performance measures and levels
entitling an individual to payment have been satisfied;
provided, however, that notwithstanding the foregoing or
any other provision of the Plan, after a Change in Control, as
defined herein, such certification is not required with respect
to any award in respect of a Plan year ending prior to a Change
in Control or any outstanding at the time of a Change in
Control. The Committee reserves the right to reduce (by up to
100%) the amount payable under any award or cancel any
outstanding award if, in its sole discretion, it determines that
such reduction or cancellation is in DTE’s best interests.
If such a determination is made, the Plan may be terminated or
substantially modified resulting in the termination or decrease
in any award made hereunder. Notwithstanding the foregoing or
any other provision of the Plan, no award in respect of a Plan
year ending prior to the occurrence of a Change in Control, as
defined herein nor any award outstanding at the time of the
Change in Control, may be reduced by the Committee, modified or
canceled, nor may the Plan be terminated or substantially
modified in a way that adversely affects such an award,
following the occurrence of a Change in Control, without the
affected participant’s written consent.



The Treasurer will be responsible for making award payments, for
maintaining deferred accounts for award recipients, and for
maintaining all necessary records regarding the valuation and
payment of awards.


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Eligibility



Any key executive of DTE or a Subsidiary shall become a
participant in the Plan if selected to receive an award by the
Committee.



Participation in the Plan does not guarantee continued
employment with DTE or a Subsidiary.


Plan Year



The Plan year will be the calendar year.


Performance Measures, Levels and Weights



The applicable percentages, e.g., target, minimum and maximum
percentages; measures of performance; weights; and performance
levels for each performance measure, for each Plan year, will be
established by the Committee in writing, and communicated to all
employees who have been selected to receive an award, no later
than 90 days after the beginning of the Plan year. The
measures of performance established by the Committee may include
objectives stated with respect to (i) shareholder value
growth based on stock price and dividends, (ii) customer
price, (iii) customer satisfaction, (iv) growth based
on increasing sales or profitability of one or more business
units, (v) performance against the companies in the Dow
Jones Electric Utility Industry Group index, the companies in
the S&P 500 Electric Utility Industry index, a peer group or
similar benchmark selected by the Committee, (vi) earnings
per share growth, (vii) employee satisfaction,
(viii) nuclear plant performance achievement,
(ix) return on equity, (x) economic value added,
(xi) cash flow, (xii) earnings growth,
(xiii) integration success, (xiv) diversity,
(xv) safety, or (xvi) production cost or such other
measures as may be selected by the Committee. Each of the
performance objectives described in the preceding sentence may
be stated with respect to the performance of DTE, a Subsidiary
or a division of DTE or a Subsidiary.


Award Payment



The payment, if any, under an award will be made as soon as
practicable following certification by the Committee that
applicable performance measures and levels entitling an
individual to payment have been satisfied, and a determination
by the Committee of the amount of payment due. The
Committee’s determination may reflect its discretion to
reduce the amount of any award otherwise payable as a result of
attainment of applicable performance measures. The maximum
amount that may be paid under this Plan to any participant in a
single calendar year is $6,000,000.



Notwithstanding the foregoing, following a Change in Control, no
certification shall be required with respect to an award for a
Plan year ending prior to the Change in Control or outstanding
at the time of the Change in Control. If no such certification
is made within 30 (thirty) days after the end of the year
to which the award relates, payment shall be made on such 30th
day. As provided above under “Administration,”
following a Change in Control, the Committee shall not have the
discretion to reduce the amount of any such award.


Deferral of Awards



Participants may defer the receipt of awards earned under this
Plan in accordance with procedures established by the Committee
from time to time. Deferred awards are fully vested.


Forfeiture



A participant whose employment with DTE and its Subsidiaries
terminates prior to the end of a Plan year forfeits any award to
which he or she may have been entitled for such Plan year unless
the termination is the result of (i) disability (where
disability is defined as being eligible to receive a benefit
under a long-term disability plan of DTE or a Subsidiary),
(ii) death or (iii) retirement (a) at or after
age 55 with at least 10 years of service with DTE and
its Subsidiaries or (b) at or after age 65. In the
event of termination due to disability, death or retirement in
accordance with the preceding sentence, a participant


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shall be eligible to receive a payment equal to a pro rata
portion of the award he or she would have received absent his or
her termination. The amount paid shall be (i) the amount of
the award payable absent his or her termination, based on actual
attainment of applicable performance measures, times (ii) a
fraction, the numerator of which is the number of days in the
year to which the award relates prior to the participant’s
termination date, and the denominator of which is 365, subject
to reduction in the Committee’s sole discretion based on
the participant’s individual performance during his or her
period of employment during the year of termination; provided,
that no reduction shall be permitted following a Change in
Control. Any such payment shall be made at the time the payment
would have been made absent the termination.



Funding Status



Benefits under the Plan, including any deferred amounts, are
payable solely from the general assets of the DTE and its
Subsidiaries and shall remain unfunded and unsecured (under the
Code and Title I of the Employee Retirement Income Security Act
of 1974, as amended) during the entire period of the Plan’s
existence. Each participant and the participant’s spouse or
beneficiary are merely general creditors of DTE and its
Subsidiaries and the obligations of the DTE and its Subsidiaries
hereunder are contractual and are not funded or secured in any
way. Nothing herein, however, shall preclude DTE and its
Subsidiaries from segregating assets which are intended to be a
source of payment of benefits under the Plan, provided that such
assets remain subject to the general creditors of DTE and any
Subsidiary that is an employer of a participant.


Non-Alienability and Non-Transferability



The right of a participant and the participant’s spouse or
beneficiary to payment of any benefit or deferred compensation
hereunder shall not be alienated, assigned, transferred, pledged
or encumbered and shall not be subject to execution, attachment
or similar process. No participant may borrow against a deferred
account established for his or her benefit hereunder. No account
shall be subject in any manner to alienation, sale, transfer,
assignment, pledge, encumbrance, charge, garnishment, execution
or levy of any kind, whether voluntary or involuntary, including
but not limited to any liability which is for alimony or other
payments for the support of a spouse or former spouse, or for
any other relative of any employee. Any attempted assignment,
pledge, levy or similar process shall be null and void and
without effect.


Beneficiary Designation



Each eligible participant may name a beneficiary to whom awards
under the Plan are to be paid in case of his or her death. Each
designation revokes all prior designations by the eligible
participant and shall be on a form prescribed by the Committee
or its delegate and will be effective only when filed by the
eligible participant with DTE. In the absence of any such
designation, awards payable after the death of a participant
shall be paid (i) to the participant’s beneficiary
designated by the participant with respect to group life
insurance maintained by DTE or a Subsidiary on the life of the
participant, or, (ii) in the absence of a designated group
life insurance beneficiary, to the participant’s estate.


Governing Law



The Plan shall be governed by the laws of the State of Michigan,
except for its choice-of-law provisions.


Change In Control Definition



A change in control (“Change in Control”) for purposes
of the Plan shall have occurred if at any time any of the
following events shall occur:



		
	     (1)	
        The consummation of a transaction in which DTE is merged,
        consolidated or reorganized into or with another corporation or
        other legal person, and as a result of such transaction, less
        than 55% of the combined voting power of the then-outstanding
        securities entitled to vote generally in the election of
        directors (“Voting Stock”) of such corporation or
        person immediately after




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        such transaction is held in the aggregate by the holders of
        Voting Stock of DTE immediately prior to such transaction;
	 
	     (2)	
        The consummation of a transaction in which DTE sells or
        otherwise transfers all or substantially all of its assets to
        another corporation or other legal person and, as a result of
        such sale or transfer, less then 55% of the combined voting
        power of the then-outstanding Voting Stock of such corporation
        or person immediately after such sale or transfer is held in the
        aggregate (directly or through ownership of Voting Stock of DTE
        or a Subsidiary) by the holders of Voting Stock of DTE
        immediately prior to such sale or transfer; or
	 
	     (3)	
        The approval by the shareholders of DTE of a complete
        liquidation or dissolution of DTE.




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