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                                                                   EXHIBIT 10-19
                           SAVINGS REPARATION PLAN

                              FIFTH RESTATEMENT OF
                           THE DETROIT EDISON COMPANY
                             SAVINGS REPARATION PLAN

The Detroit Edison Company Savings Reparation Plan (the "Plan"), established by
The Detroit Edison Company (the "Company") effective May 22, 1989, as amended
and restated effective June 27, 1994, June 26, 1995, January 1, 1996, and April
29, 1996 is hereby amended and restated as of February 23, 1998, by this Fifth
Restatement.

SECTION I - PURPOSE

The purpose of this Plan is to offer a retirement savings alternative for those
eligible executives whose permissible contributions to The Detroit Edison
Company Savings & Investment Plan (hereinafter the "Savings & Investment Plan"
and "Plan") are subject to the compensation limitation of Section 401(a)(17) of
the Internal Revenue Code. The benefits provided under this Plan to any
individual shall be separate from and in addition to any benefit provided under
the Savings & Investment Plan and any other plan or program maintained by the
Company. The amount of benefit under this Plan is to be determined solely in
accordance with Section 4 hereof and is not dependent or conditioned on
participation in the Savings & Investment Plan. Therefore, this Plan is not
intended to and shall not be construed so as to provide the same
dollar-for-dollar benefit as a participant would have received under the Savings
& Investment Plan if contributions had not been limited by Section 401(a)(17),
nor is this Plan intended to compensate an employee for the benefit loss which
results if the employee elects not to participate in the Savings & Investment
Plan to the full extent permitted thereunder.

SECTION 2 - ELIGIBILITY

Employees of an Employer whose benefits under the Savings & Investment Plan are
subject to limitation by the provisions set forth therein to conform to Section
401(a)(17) of the Internal Revenue Code shall be eligible to elect to
participate and receive the benefits provided under this Plan. However, if an
eligible employee hereunder obtains a hardship distribution under the Savings &
Investment Plan, his or her right to elect to participate hereunder shall be
suspended for twelve months after receipt of the hardship distribution. In no
event shall a person who is not eligible to participate in the Savings &
Investment Plan be eligible to elect to participate and receive the benefits
provided under this Plan.



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SECTION 3 - PARTICIPATION AND AMOUNT OF BENEFITS

(a)      Any employee who is eligible to elect to receive the benefits provided 
         under this Plan may participate in this Plan by irrevocably electing 
         to defer 1% to 15% through December 31, 1998 and thereafter 1% to 18%
         of his or her  Basic Compensation, as defined in the Savings &
         Investment Plan, in excess of the compensation limitations of Section
         401(a)(17) of the Internal Revenue Code. Deferrals must be made in
         whole percents. The amount by which an employee's Basic Compensation
         exceeds the compensation limitations of Section 401(a)(17) shall
         hereinafter be referred to as "excess basic compensation". The amount
         of compensation which the employee defers hereunder shall hereinafter
         be referred to as "deferred excess basic compensation".

         An election to defer a percentage of excess basic compensation will
         become effective on January 1 of the calendar year subsequent to the
         calendar year during which the election is received by the
         Administrator. An election to defer a percentage of excess basic
         compensation will remain in effect until an election to change the
         percentage of excess basic compensation deferred or a revocation of the
         election becomes effective. An election to change the percentage of
         excess basic compensation deferred or a revocation of an election to
         defer a percentage of excess basic compensation will become effective
         on January 1 of the calendar year subsequent to the calendar year
         during which the election to change the percentage of excess basic
         compensation deferred or the revocation of the election is received by
         the Administrator.

         All elections and revocations of elections must be made on forms
         provided by the Company and will become effective only after they are
         received by the Administrator. In no event shall an employee be
         permitted to elect to defer excess basic compensation, to elect to
         change the percentage of excess basic compensation deferred, or to
         revoke an election to defer excess basic compensation which has already
         been earned by the employee. The actual deferral of deferred excess
         basic compensation will not commence until the employee compensation to
         date for the calendar year exceeds the compensation limitation of
         Section 401(a)(17) of the Internal Revenue Code.

         Notwithstanding the foregoing, in the first plan year in which a
         participant becomes eligible to participate in this Plan, the
         participant may make an election to defer a percentage of excess basic
         compensation for services to be performed subsequent to the election
         within 30 days after the employee becomes eligible to participate in
         this Plan. Such election shall be effective with the pay period



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         commencing immediately after the election is timely received by the 
         Administrator.

(b)      An employee's deferred excess basic compensation will be deemed to be
         invested in an investment option(s) available to employees under the
         Savings & Investment Plan.

         As part of the employee election to defer excess basic compensation,
         the employee shall make an investment designation, which shall indicate
         (1) the investment option(s) in which the employee deferred excess
         basic compensation will be deemed to be invested each month and (2) the
         percentage of deferred excess basic compensation to be deemed to be
         invested in each of the investment options selected each month. The
         distribution may be 100 percent in one fund, or divided among any
         combination of the ten funds in multiples of 10 percent, as long as the
         combination of deemed fund investments equals 100 percent.

         Notwithstanding the foregoing, the Employer matching contribution
         credited to an employee's account each month, pursuant to paragraph (c)
         of Section 3 of this Plan, will always be deemed to be invested
         entirely in the DTE Energy Common Stock Fund.

         If a change in investment options available to participants in the
         Savings & Investment Plan eliminates an investment option previously
         selected by a participating employee hereunder as part of his or her
         deemed investment option, the amount of deferred excess basic
         compensation which is deemed to be invested (including earnings, if
         any, deemed to be applicable) in the discontinued investment option on
         the last business day of the month immediately preceding the date that
         it is discontinued shall be deemed to be transferred to participating
         units in the DTE Energy Common Stock Fund valued as of the last
         business day of the month immediately preceding the effective date of
         the investment option's discontinuance unless, in the opinion of the
         Savings & Investment Plan Committee (as defined in the Savings &
         Investment Plan) it is determined that the discontinued investment
         option has been replaced by an equivalent investment option. In this
         case, the amount of the employee's excess basic compensation that is
         deemed to be invested in the discontinued investment option shall be
         transferred to the equivalent investment option at the time such
         investment option is discontinued and all additional deferred excess
         basic compensation that the employee elected to be deemed to be
         invested in the discontinued investment option shall be deemed to be
         invested in the investment option determined to be equivalent by the
         Savings & Investment Plan Committee. In the event that the Savings &
         Investment Plan Committee has not determined that there is an
         equivalent investment option with



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         respect to the discontinued investment option, then all additional
         deferred excess basic compensation that the employee elected to be
         deemed to be invested in the discontinued investment option shall be
         deemed to be invested in the DTE Energy Common Stock Fund and such
         deemed investment shall continue until the effective date of a change
         in investment designation which is received by the Administrator
         pursuant to Section 3(d).

         The aforementioned deemed investment options available hereunder are
         merely intended to serve as tools to measure the value of the amount to
         be paid to the employee under Section 4 of this Plan. They are not
         intended to and shall not be construed to require the Employer to make
         actual investments of the type anticipated by the deemed investment
         option selected by the employee. If and to the extent the Employer
         chooses to actually invest in the investment option selected by the
         employee, any assets acquired by the Employer shall remain the sole
         property of the Employer subject to the claims of its general creditors
         and shall not be deemed to form part of the employee account.
         Notwithstanding anything herein to the contrary, in no event shall
         anything be done under this Plan by reference to the Savings &
         Investment Plan which would cause any participating employee to be in
         constructive receipt of amounts credited to his or her account under
         this Plan.

(c)      An unfunded bookkeeping account will be established and maintained for 
         each participating employee which shall be credited with the employee's
         deferred excess basic compensation paid as of the last business day of
         each month. In addition, as of the last business day of the month, the
         Company will credit an amount to the employee's account equal to one
         dollar for each dollar the employee defers of up to four percent of his
         or her excess basic compensation and fifty cents for each dollar the
         employee defers of up to the next four percent of his or her excess
         basic compensation for that month. The employee's contribution for that
         month will be converted into participating units/shares equivalent in
         value to the corresponding participating units/shares on the last
         business day of that month in the Savings & Investment Plan investment
         option(s) which have been designated by the employee as his or her
         deemed investment option(s). In the case of the Employer's matching
         contributions, the amount attributable to that month shall be converted
         into participating units equivalent in value to participating units on
         the last business day of that month in the Savings & Investment Plan
         DTE Energy Common Stock Fund. The number of participating units/shares
         (rounded to the nearest hundredth) will be determined by dividing the
         total amount credited to the employee's account for the month, which is
         deemed to be invested in an investment option, by the actual value of a
         participating unit/share in that investment option under the Savings &
         Investment Plan. The value of the applicable participating unit/share



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         in the Savings & Investment Plan investment option shall be determined
         on the last business day of the month during which the deferred excess
         basic compensation to be converted has been credited to the employee's
         account. Unless otherwise specified herein, the valuation of the
         employee's unfunded bookkeeping account will follow the procedures
         utilized by the Savings & Investment Plan Trustee in determining the
         valuation of contributions and investments in the Savings & Investment
         Plan.

(d)      Subject to the procedures identified in Section 3(b) hereof, an
         investment designation made by an employee will remain in effect until
         changed by the employee. The employee may change his or her investment
         designation by giving written notice to the Administrator on a form
         provided for such purpose. A change of an investment designation may be
         made once each calendar quarter. The participant must designate whether
         the change applies (1) to amounts already credited to the participant's
         account, (2) to the participant's future contributions to the Plan or
         (3) to the amounts already credited to the participant's account and to
         the participant's future contributions to the Plan. A change of an
         investment designation shall be effective on the last business day of
         the month during which written notice of such change is received by the
         Administrator.

SECTION 4 - PAYMENT OF BENEFITS

(a)      An employee's unfunded bookkeeping account will be valued upon
         termination of employment with the Employer and all Affiliates. The
         account value will be determined by multiplying the number of
         participating units/shares in the employee account relative to each
         investment option in which the employee deferred excess basic
         compensation and the Employer's matching contribution have been deemed
         to have been invested by the value of a participating unit/share in the
         applicable investment option of the Savings & Investment Plan in which
         the deferred excess basic compensation and the Employer's matching
         contribution have been deemed to have been invested. The value of the
         participating units/shares in this Plan shall be determined on the
         business day preceding the day on which termination of employment
         occurs. The account will be distributed to the employee in one lump-sum
         payment as soon as practicable, but no later than 30 days, after the
         employee's termination of employment.

(b)      In the event that an employee receives an assessment of income taxes
         from the Internal Revenue Service which treats any amount in the
         employee's unfunded



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         bookkeeping account as being includible in such employee's gross income
         prior to actual payment under Section 4(a) hereof, the Employer shall
         pay an amount equal to such income taxes to such employee within thirty
         days after the Company receives written notice from such employee of
         such assessment, and such employee's unfunded bookkeeping account shall
         be reduced by an amount equal to such income taxes.

(c)      Each payment under the Plan shall be reduced by any federal, state, or
         local income taxes which the Company determines should be withheld from
         such payment.

(d)      An employee may name any beneficiary or beneficiaries (subject to
         restrictions imposed by law, if any) to whom amounts credited to his or
         her account under this Plan are to be paid in case of the employee's
         death before the employee receives all amounts credited to his or her
         account. Each designation will revoke all prior designations by the
         employee, shall be on a form prescribed by the Company and will be
         effective only when received by the Administrator. In the absence of
         any such designation, the unpaid amount in an employee's account at the
         time of the employee's death shall be paid to the employee's estate.

(e)      An employee will not be permitted to defer excess basic compensation
         and will not be credited with the Employer's matching contribution for
         a month unless he or she is employed by the Employer on the last
         business day of the month. Therefore, if an employee terminates
         employment with the Employer prior to the last business day of the
         month, the employee shall receive what would have been that month's
         deferred excess basic compensation in his or her final paycheck and
         will not receive any matching contribution from the Employer for the
         month of termination of employment.

(f)      The amount of each employee's excess basic compensation which he or she
         elects to defer under the plan shall be deemed to be compensation for
         the purpose of calculating the amount of an employee's benefits or
         contributions under a pension or a retirement plan qualified under
         Section 401(a) of the Internal Revenue Code, and under any
         non-qualified deferred compensation arrangements maintained by the
         Employer except to the extent specifically provided to the contrary in
         any such plan.

(g)      Benefits under this Plan shall be payable to or in respect of an
         Employer's former employees solely from the general assets of such
         Employer; provided, however, that no provisions of the Plan shall
         preclude an Employer from segregating assets which are intended to be a
         source for payment of benefits



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         under the Plan. The Plan shall remain unfunded during the entire period
         of its existence for purposes of the Federal income tax laws and Title
         I of ERISA. The Company intends that this Plan be maintained primarily
         for a select group of management or highly compensated employees.

SECTION 5 - RIGHTS OF EMPLOYEES

Except to the extent provided in Section 7 herein below, no employee or an
employee's spouse or beneficiary shall at any time have any vested right to
receive the benefits provided by this Plan. An employee, employee's spouse or
beneficiary shall not have any interest in the deferred excess basic
compensation or monthly award credited to his or her unfunded bookkeeping
account until such account is distributed in accordance with the Plan. All
deferred excess basic compensation and any other amounts otherwise credited to
the unfunded bookkeeping account of an employee under the Plan shall remain the
sole property of the Employer, subject to the claims of its general creditors
and available for its use for whatever purposes are desired. The employee,
employee's spouse or beneficiary is merely a general unsecured creditor of the
Employer and the obligation of the Employer hereunder is purely contractual and
shall not be funded or secured in any way.

The right of an employee, employee'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 employee may borrow against the unfunded
bookkeeping account established for his or her benefit hereunder. No account
shall be subject in any manner to anticipation, 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.

Employees who participate in this Plan assume the risks associated with
fluctuations in the value of all deemed investment options.

SECTION 6 - ADMINISTRATION; ARBITRATION

(a)      This Plan shall be administered by the Director of Benefit Plan
         Administration of the Company (the "Administrator") as an unfunded plan
         which is not intended to meet the qualification requirements of Section
         401 of the Internal



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         Revenue Code. The Administrator's decisions in all matters involving 
         the interpretation, application and administration of this Plan shall 
         be conclusive.

(b)      The Plan shall at all times be maintained by the Company and
         administered by the Administrator as a plan wholly separate from the
         Savings & Investment Plan, and any other plan or program maintained by
         the Company.

(c)      For purposes of the Plan, "Employer" shall mean the Company and any
         Affiliate which has adopted the Plan with the approval of the Chairman
         of the Board of Directors and Chairman of the board of directors of the
         Affiliate (such an Affiliate is referred to hereinafter as a
         "Participating Affiliate"). As a condition to participating in the
         Plan, such Affiliate shall authorize the Chairman of the Board of
         Directors and the Administrator to act for it in all matters arising
         under the Plan and shall agree to comply with such other terms and
         conditions as may be imposed by the Chairman of the Board of Directors.
         Where the context requires in respect of the liability for the payment
         of any benefit to an employee or beneficiary thereof, the term
         "Employer" shall mean the Employer employing or who employed such
         employee. Unless otherwise defined herein, all defined terms shall have
         the same meaning as provided under the Savings & Investment Plan. All
         corporate officers and other administrative personnel referred to
         herein refer to officers and administrative personnel of the Company.

(d)      Notwithstanding Section 6(a) hereof, in the event of any dispute,
         claim, or controversy (hereinafter referred to as a "Grievance")
         between an employee who is eligible to elect to receive the benefits
         provided under this Plan and the Employer with respect to the payment
         of benefits to such employee under this Plan, the computation of
         benefits under this Plan, or any of the terms and conditions of this
         Plan, such Grievance shall be resolved by arbitration in accordance
         with this Section 6(d).

                  (1)      Arbitration shall be the sole and exclusive remedy to
                           redress any Grievance.

                  (2)      The arbitration decision shall be final and binding, 
                           and a judgment on the arbitration award may be 
                           entered in any court of competent jurisdiction and 
                           enforcement may be had according to its terms.

                  (3)      The arbitration shall be conducted by the American 
`                          Arbitration Association with the Commercial 
                           Arbitration Rules of the American Arbitration 
                           Association and expenses of the arbitrators


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                           and the American Arbitration Association shall borne
                           by the Company. Neither the Company nor such employee
                           shall be entitled to attorneys' fees, expert witness
                           fees, or other expenses expended in the course of
                           such arbitration or the enforcement of any award
                           rendered thereunder.

                  (4)      The place of the arbitration shall be the offices of 
                           the American Arbitration Association in the Detroit 
                           Metropolitan area, Michigan.

                  (5)      The arbitrator(s) shall not have the jurisdiction or
                           authority to change any of the provisions of this
                           Plan by alteration of, addition to, or subtraction
                           from the terms thereof. The arbitrator(s)' sole
                           authority shall be to apply any terms and conditions
                           of this Plan. Since arbitration is the exclusive
                           remedy with respect to any Grievance, no employee
                           eligible to receive benefits provided under this Plan
                           has the right to resort to any federal court, state
                           court, local court, or administrative agency
                           concerning breaches of any terms and provisions
                           hereunder, and the decision of the arbitrator(s)
                           shall be a complete defense to any suit, action, or
                           proceeding instituted in any federal court, state
                           court, local court, or administrative agency by such
                           employee or the Company with respect to any Grievance
                           which is arbitrable as herein set forth.

                  (6)      The arbitration provisions shall, with respect to any
                           Grievance, survive the termination of this Plan.

SECTION 7 - AMENDMENT AND DISCONTINUANCE

The Company expects to continue this Plan indefinitely, but reserves the right
to amend or discontinue the Plan. The Vice President - Human Resources, or,
should the Vice President - Human Resources become a Participant in this Plan,
the Manager - Human Resources, shall review the Plan from time to time and as
part of such review is hereby directed and authorized to amend such Plan to the
extent necessary for ease of administration and/or to comply with applicable
federal and state laws. If the Plan should be amended or discontinued, the
Employer shall be liable for any benefits that have accrued under this Plan
(determined on the basis of each employee's presumed termination of employment
as of the date of such amendment or discontinuance) as of the date of such
action.



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Any Participating Affiliate may as to itself withdraw from the Plan at any time
by action of the Chairman of its board of directors. In the event of the
dissolution, merger, consolidation or reorganization of a Participating
Affiliate, the Plan shall terminate as to such Participating Affiliate unless
the Plan is continued by a successor thereto (subject to the consent of the
Chairman of the Board of Directors).











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