EX-10.75






Exhibit 10-75




DTE ENERGY COMPANY




EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN




Amended and Restated Effective January 1, 2005





 









 








TABLE OF CONTENTS






	 	 	 	 	 
	Section
	 	Page	 
	PREAMBLE
	 	 	1	 
	 
	 	 	 	 
	SECTION 1. TITLE, PURPOSE AND EFFECTIVE DATE
	 	 	1	 
	1.01. Title
	 	 	1	 
	1.02. Purpose.
	 	 	2	 
	1.03. Effective Date
	 	 	2	 
	1.04 Compliance with Code Section 409A
	 	 	2	 
	 
	 	 	 	 
	SECTION 2. DEFINITIONS
	 	 	2	 
	2.01. Account
	 	 	2	 
	2.02. Affiliated Company
	 	 	2	 
	2.03. Anniversary Year
	 	 	3	 
	2.04. Annual Cash Bonus
	 	 	3	 
	2.05. Base Salary
	 	 	3	 
	2.06. Beneficiary
	 	 	3	 
	2.07. Board
	 	 	3	 
	2.08. Cash Balance Plan
	 	 	3	 
	2.09. Code
	 	 	3	 
	2.10. Committee
	 	 	3	 
	2.11. Company
	 	 	3	 
	2.12. Company’s Accountants
	 	 	3	 
	2.13. Company’s Actuaries
	 	 	3	 
	2.14. Compensation
	 	 	3	 
	2.15. Compensation Credit
	 	 	4	 
	2.16. DTE
	 	 	4	 
	2.17. ERISA
	 	 	4	 
	2.17A Executive Group
	 	 	5	 
	2.18. FICA
	 	 	5	 
	2.19. Frozen MSBP Participant
	 	 	5	 
	2.20. Frozen MSBP Participant’s Benefit
	 	 	5	 
	2.21. Grandfathered MSBP Participant
	 	 	5	 
	2.22. Grandfathered MSBP Retiree
	 	 	5	 
	2.23. Grandfathered SDRIP Participant
	 	 	5	 
	2.24. Grandfathered SDRIP Nonactive Participant
	 	 	5	 
	2.25. Investment Credit
	 	 	5	 
	2.26. Opening Balance
	 	 	5	 
	2.27. Participant
	 	 	6	 
	2.28. Plan
	 	 	6	 
	2.29. Plan Year
	 	 	6	 
	2.29A Post-2004 Benefit
	 	 	6	 
	2.29B Pre-2005 Benefit
	 	 	6	 
	2.30. Spouse
	 	 	7	 






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	Section
	 	Page	 
	2.31. Vested Account
	 	 	7	 
	 
	 	 	 	 
	SECTION 3. ELIGIBILITY AND PARTICIPATION
	 	 	7	 
	3.01. Designation by Committee
	 	 	7	 
	3.02. Effective Date of Participation
	 	 	7	 
	3.03. Revocation of Designation
	 	 	7	 
	 
	 	 	 	 
	SECTION 4. ACCOUNTS AND EARNINGS
	 	 	8	 
	4.01. Establishment of Accounts
	 	 	8	 
	4.02. Election of Investment Options
	 	 	8	 
	4.03. No Requirement to Fund
	 	 	8	 
	 
	 	 	 	 
	SECTION 5. GRANDFATHERED AND FROZEN MSBP BENEFITS
	 	 	8	 
	5.01. Grandfathered and Frozen MSBP Participant’s MSBP Benefit
	 	 	8	 
	5.02. Election for Grandfathered MSBP Participants
	 	 	9	 
	5.03. No Election for Frozen MSBP Participants
	 	 	10	 
	 
	 	 	 	 
	SECTION 6. FORM AND TIMING OF PAYMENT
	 	 	10	 
	6.01. Distribution of Account
	 	 	10	 
	6.02. Timing of Distributions
	 	 	11	 
	6.03 Form of Distributions
	 	 	12	 
	6.04 Change In Distribution Option
	 	 	13	 
	6.05. Unscheduled Withdrawals
	 	 	14	 
	 
	 	 	 	 
	SECTION 7. VESTING OF BENEFITS
	 	 	14	 
	7.01. General
	 	 	14	 
	7.02. Rehired Participants
	 	 	14	 
	7.03. Redesignated Participants
	 	 	15	 
	 
	 	 	 	 
	SECTION 8. SELECTION OF AND PAYMENTS TO A BENEFICIARY
	 	 	15	 
	8.01. Beneficiary Designation
	 	 	15	 
	8.02. Change in Beneficiary
	 	 	15	 
	8.03. Survivor Benefit
	 	 	16	 
	 
	 	 	 	 
	SECTION 9. TAX WITHHOLDING
	 	 	16	 
	 
	 	 	 	 
	SECTION 10. ADMINISTRATION OF THE PLAN
	 	 	16	 
	10.01. Duties and Power
	 	 	16	 
	10.02. Benefit Statements
	 	 	16	 
	10.03. Right to Accelerate
	 	 	16	 
	 
	 	 	 	 
	SECTION 11. AMENDMENT, SUSPENSION, AND TERMINATION
	 	 	17	 
	11.01. Right to Amend or Terminate
	 	 	17	 
	11.02. Right to Suspend
	 	 	17	 
	11.03. Partial ERISA Exemption
	 	 	17	 






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	Section
	 	Page	 
	SECTION 12. MISCELLANEOUS
	 	 	17	 
	12.01. Unfunded Plan
	 	 	17	 
	12.02. No Right to Continued Employment
	 	 	18	 
	12.03. Prohibition Against Alienation
	 	 	18	 
	12.04. Savings Clause
	 	 	18	 
	12.05. Payment of Benefit of Incompetent
	 	 	18	 
	12.06. Spouse’s Interest
	 	 	18	 
	12.07. Successors
	 	 	18	 
	12.08. Gender, Number and Heading
	 	 	18	 
	12.09. Legal Fees and Expenses
	 	 	19	 
	12.10. Choice of Law
	 	 	19	 
	12.11. Affiliated Employees
	 	 	19	 
	12.12. Plan Document
	 	 	19	 
	 
	 	 	 	 
	SECTION 13. ARBITRATION
	 	 	19	 
	 
	 	 	 	 
	SECTION 14. CHANGE IN CONTROL PROVISIONS
	 	 	20	 
	14.01. General
	 	 	20	 
	14.02. Immediate Vesting
	 	 	20	 
	14.03. Transfer to Rabbi Trust
	 	 	20	 
	14.04. Lump Sum Payments
	 	 	21	 
	14.05. Joint and Several Liability
	 	 	21	 
	14.06. Dispute Procedures
	 	 	21	 
	14.07. Definition of Change in Control
	 	 	21	 






Appendix A — MSBP Document

Appendix B — Frozen MSBP Participants

Appendix C — Grandfathered MSBP Participants

Appendix D — Grandfathered SDRIP Participants

Appendix E — Grandfathered SDRIP Participants — 100% Vested as of June 1, 2002

Appendix F — Key Employe Deferred Compensation Plan Document





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DTE ENERGY COMPANY

EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN




Amended and Restated Effective January 1, 2005




PREAMBLE




     Benefits under the DTE Energy Company Executive Supplemental Retirement Plan (“Plan”) are
available to designated executives and key management employees of DTE Energy Company and its
Affiliated Companies. DTE Energy Company has established this Plan to benefit executives of DTE
Energy Company and its Affiliated Companies in a manner that will be in the best interest of DTE
Energy Company and its shareholders.



     The Plan replaced The Detroit Edison Company Management Supplemental Benefit Plan (“MSBP”),
and all benefits under the MSBP were transferred to the Plan as of January 1, 2001. The Plan
provides executives who are Grandfathered MSBP Participants (other than Frozen MSBP Participants)
as of January 1, 2001, the opportunity upon termination to choose to have their benefit from the
Plan calculated under the provisions of the MSBP, as modified by this Plan, or the provisions of
this Plan. The MSBP is included as Appendix A. The provisions set forth in Appendix A continue to
apply unless specifically modified under the provisions of the Plan.



     The Plan also replaced the MCN Energy Group Supplemental Death Benefit and Retirement Income
Plan (“SDRIP”), and all benefits under the SDRIP for active Grandfathered SDRIP Participants were
transferred to the Plan as of June 1, 2002.



     The Plan also replaced the Key Employee Deferred Compensation Plan (“KEDC”) which is attached
as Appendix F.



     Any employee who was a participant in the MSBP, SDRIP or KEDC and:




	 	(1)	 	Was receiving benefits under such prior plan as of December 31, 2000 (May 31,
2002 for the SDRIP), or
	 
	 	(2)	 	Had terminated employment with the Company on or before December 31, 2000
(May 31, 2002 for the SDRIP) and was due a benefit at a later date




shall continue to be paid (or shall be paid) benefits under the provisions of such prior plan.




SECTION 1.

TITLE, PURPOSE AND EFFECTIVE DATE




     1.01. Title. The title of this Plan shall be the “DTE Energy Company Executive
Supplemental Retirement Plan” and shall be referred to in this document as the “Plan.”



1









 





     1.02. Purpose. The purpose of the Plan is to promote the success of DTE Energy Company
(hereinafter referred to as “DTE”) by providing the ability to attract and retain certain
executives by providing such designated executives with additional retirement benefits.



          It is intended that this Plan provide deferred compensation for “a select group of management
or highly compensated employees” within the meaning of sections 201, 301 and 401 of the Employee
Retirement Income Security Act of 1974, as amended (hereinafter referred to as “ERISA”) and,
therefore, to be exempt from the provisions of Parts 2, 3 and 4 of Title I of ERISA.




     1.03. Effective Date. The Plan was originally effective January 1, 2001. This
amendment and restatement of the Plan is effective January 1, 2005, unless a different effective
date is specified for a particular provision.



     1.04 Compliance with Code Section 409A. The Plan is being amended and restated
effective January 1, 2005 to comply with the requirements of Code Section 409A solely with respect
to benefits accrued and vested after December 31, 2004. It is intended that all Plan benefits
accrued and vested as of December 31, 2004 are not subject to Code Section 409A. Only Plan
benefits accrued and vested after January 1, 2005 are subject to Code Section 409A. Any
inconsistency or ambiguity in this amended and restated Plan document is to be construed consistent
with this Section 1.04.



          As permitted by the Treasury Regulations promulgated under Code Section 409A and guidance
issued by the Internal Revenue Service, the Plan has been administered in compliance with
applicable guidance under Code Section 409A in effect after December 31, 2004 before the adoption
of this amended and restated Plan document.




SECTION 2.

DEFINITIONS




     The following words and terms, as used in this Plan, shall have the meanings set forth below,
unless a clearly different meaning is required by the context in which the word or phrase is used.



     2.01. “Account” means, except as to a Frozen MSBP Participant’s Benefit, the hypothetical
record or bookkeeping entry maintained by the Company reflecting each Participant’s Opening Balance
(if any), Compensation Credits, Discretionary Contributions (effective October 30, 2006), credited
earnings and losses, and distributions under the Plan. The term “Account” should not be construed
as an actual segregation of assets for the benefit of any particular Participant.



     2.02. “Affiliated Company” means any corporation while such corporation is a member of the
same controlled group of corporations (within the meaning of Code section 414(b)) as DTE or any
other employing entity while such entity is under common control (within the meaning of Code
section 414(c)) with DTE.



2









 





     2.03. “Anniversary Year” means the 12-month period of active service beginning with the date
an employee is originally designated a Participant. For purposes of a Grandfathered MSBP
Participant, an Anniversary Year means the 12-month period beginning with the date an employee was
named a Group I or II participant in the MSBP.



     2.04. “Annual Cash Bonus” means the compensation payable in the Plan Year under the DTE Energy
Company Annual Incentive Plan, any similar annual incentive plan of an Affiliated Company, or any
successor plans thereto.



     2.05. “Base Salary” means base salary payable prior to reduction for any pre-tax deferrals
under Code sections 125, 129 or 401(k) and prior to reduction for any payroll deduction for taxes
or any other purpose. “Base Salary” shall exclude any bonus, long-term awards, fringe benefit or
other form of remuneration.



     2.06. “Beneficiary” means the person, persons or entity designated in writing by the
Participant, on forms provided by the Company, to receive distribution of certain death benefits
payable under the Plan in the event of the Participant’s death.



     2.07. “Board” means the Board of Directors of DTE Energy Company.



     2.08. “Cash Balance Plan” means any cash balance defined benefit plan maintained by the
Company or an Affiliated Company which is intended to be qualified under Code section 401(a).



     2.09. “Code” means the Internal Revenue Code of 1986, as amended, and any regulations issued
thereunder. References to any section or subsection of the Code includes reference to any
comparable or succeeding provisions of any legislation which amends, supplements or replaces such
section or subsection.



     2.10. “Committee” means the Organization and Compensation Committee of the Board. The
Committee is responsible for the administration of the Plan and may delegate such administrative
responsibilities under this Plan.



     2.11. “Company” means DTE Energy Company or its successors and assigns.



     2.12. “Company’s Accountants” means the independent accountant or accountants engaged by the
Company and, if selected or changed following a Change in Control, approved by the trustee of the
trust established in accordance with Section 14.



     2.13. “Company’s Actuaries” means the independent actuary or actuaries engaged by the Company
and, if selected or changed following a Change in Control, approved by the trustee of the trust
established in accordance with Section 14.



     2.14. “Compensation” means a Participant’s Base Salary plus Annual Cash Bonus.



3









 





     2.15. Before January 1, 2006, “Compensation Credit” means an amount equal to 9% of the
Participant’s Compensation. Such credit shall be computed and credited to the Participant’s
Account on a monthly basis as of the last business day of each month. In order to receive a
Compensation Credit for a given month, the Participant must be actively employed by the Company or
Affiliated Company on such last business day of the month.



     Effective January 1, 2006, “Compensation Credit” means:



          (a) an amount equal to 10% of the Participant’s Compensation for a Participant who is the DTE
Chief Executive Officer, the DTE Chief Operating Officer, or in Executive Group 1 or 2;




          (b) an amount equal to 9% of the Participant’s Compensation for a Participant who is in
Executive Group 3;




          (c) an amount equal to 9% of the Participant’s Compensation for a Participant who is in
Executive Group 4 and who was a Participant as of December 31, 2005;




          (d) an amount equal to 7% of the Participant’s Compensation for a Participant who is in
Executive Group 4 and who first became a Participant after December 31, 2005; and




          (e) an amount equal to 5% of the Participant’s Compensation for a Participant who is in
Executive Group 5.




     Before April 1, 2007, the credit will be computed and credited to the Participant’s Account on
a monthly basis as of the last business day of each month. In order to receive a Compensation
Credit for a given month, the Participant must be actively employed by the Company or Affiliated
Company on the last business day of that month.



     Effective April 1, 2007, the credit will be computed and credited to the Participant’s Account
at the end of each payroll period.



     2.15A Effective October 30, 2006, “Discretionary Contribution” means a credit to a
Participant’s Account in addition to Compensation Credits. A Discretionary Contribution will be
stated as a percentage of a Participant’s Compensation or as a lump sum amount. All Discretionary
Contributions must be approved by the Committee.



     2.16. “DTE” means DTE Energy Company or its successors and assigns.



     2.17. “ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and any
regulations issued thereunder. References to any section or subsection of ERISA includes references
to any comparable or succeeding provisions of any legislation that amends, supplements or replaces
such section or subsection.



4









 





     2.17A Effective January 1, 2006, “Executive Group” is the grouping of executives to which a
Participant is assigned by the Company for purposes of determining the Participant’s compensation
level, incentive targets, and executive benefit eligibility.



     2.18. “FICA” means the tax applied under the Federal Insurance Contributions Act as set forth
in Chapter 21, Subtitle C, of the Code, and any regulations issued thereunder.



     2.19. “Frozen MSBP Participant” means an employee of DTE on December 31, 2000 who was
participating in the MSBP on December 31, 2000 and is included in Appendix B.



     2.20. “Frozen MSBP Participant’s Benefit” means the value of the Participant’s MSBP benefit.
Such benefit shall be calculated in accordance with section 5.01. In order to receive this
benefit, the Participant must have attained age 55 and have completed at least 10 years of Company
service upon termination, retirement, disability or death.



     2.21. “Grandfathered MSBP Participant” means an active employee of DTE on December 31, 2000
who was participating in the MSBP on December 31, 2000 and is included in Appendix C.



     2.22. “Grandfathered MSBP Retiree” means a former employee of DTE or an Affiliated Company
who, on December 31, 2000, was a retired participant receiving benefits from the MSBP. The
benefits payable to a Grandfathered MSBP Retiree shall be identical in all respects to the
participant’s benefit under the MSBP.



     2.23. “Grandfathered SDRIP Participant” means an active executive who was participating in the
SDBRIP on May 31, 2002 and is included in Appendix D or E.



     2.24. “Grandfathered SDRIP Nonactive Participant” means a former employee of DTE or MCN Energy
Group who, on May 31, 2002, was a terminated participant receiving or eligible to receive benefits
from the SDRIP. The benefits payable to a Grandfathered SDBRIP Retiree shall be identical in all
respects to the participant’s benefit under the provisions of the SDRIP.



     2.25. “Investment Credit” means the hypothetical earnings, gains or losses posted to the
Participant’s Account as if the Participant’s Account was invested in specific investment funds, as
directed by the Participant, that reflect the funds offered under the DTE Energy Company Savings
and Stock Ownership Plan, or its successor thereto. Prior to January 1, 2001, the Investment
Credit will be equal to 7% per year, compounded monthly. From January 1, 2001 through November 1,
2002 or the conversion to a third-party administrator, the Investment Credit will be equal to 9.5%
per year, compounded monthly.



     2.26. “Opening Balance” means:



          (a) With respect to a Grandfathered MSBP Participant, the hypothetical value that would have
accumulated if the ESRP had been in effect for such participant from the date he/she was named a
Group I or II participant in the MSBP through January 1, 2001 (“Transition



5









 






Period”). For purposes of the Compensation Credits during such Transition Period only, the
term Compensation shall mean base pay, lump sums in lieu of annual base pay increases, and amounts
awarded under the Shareholder Value Improvement Plan (‘SVIP’) and the Executive Incentive Plan
(‘EIP’). SVIP and EIP awards for years before 1994 will be treated as paid in full on the date the
first payment was made; otherwise, SVIP and EIP awards will be included on the date of payment.
Compensation includes amounts deferred under any qualified or nonqualified deferred compensation
plan sponsored by DTE or any Affiliated Company. An Investment Credit equal to 7% per year,
compounded monthly, shall be applied until December 31, 2000 and 9.5% per year compounded monthly
from January 1, 2001 to the later of November 1, 2002 or the conversion to a third-party
administrator.




          (b) With respect to a Grandfathered SDRIP Participant, the value of such participant’s SDRIP
account as of May 31, 2002 under Option A of the SDRIP present valued at a 7% discount rate, plus
Compensation Credits and Investment Credits from June 1, 2002 until the later of November 1, 2002
or the conversion to a third-party administrator.




          (c) With respect to a Participant who is not a Grandfathered MSBP or SDRIP Participant hired
prior to the later of November 1, 2002 or the date of conversion to a third-party administrator, an
amount equal to Compensation Credits and Investment Credits until the later of November 1, 2002 or
the conversion to a third-party administrator.




     2.27. “Participant” means an executive of DTE or an Affiliated Company who has been designated
by the Committee as eligible to participate in the Plan.



     2.28. “Plan” means the DTE Energy Company Executive Supplemental Retirement Plan, as described
herein and as amended.



     2.29. “Plan Year” means the period beginning January 1 and ending December 31 of each year.



     2.29A “Post-2004 Benefit” means:



          (a) With respect to a Frozen MSBP Participant or a Grandfathered MSBP Participant, the portion
of the MSBP benefit in excess of the Pre-2005 Benefit.




          (b) With respect to a Participant’s Account, the portion of the Account attributable to
Compensation Credits and Discretionary Contributions credited to the Account after December 31,
2004 and associated Investment Credits.




     2.29B “Pre-2005 Benefit” means:



          (a) With respect to a Frozen MSBP Participant or a Grandfathered MSBP Participant, the portion
of the MSBP benefit accrued and vested as of December 31, 2004, computed as if the Participant
voluntarily terminated employment as of December 31, 2004, and actuarially adjusted as permitted by
the Treasury Regulations under Code Section 409A.




6









 








          (b) With respect to a Participant’s Account, the portion of the Account attributable to the
Participant’s Opening Balance and Compensation Credits credited to the Account before January 1,
2005 and associated Investment Credits.




     2.30. “Spouse” means an individual who is legally married to a Participant under the laws of
the State in which the Participant resides, on the day immediately preceding the Participant’s date
of death.



     2.31. “Vested Account” means the amount that the Participant is entitled to receive upon
termination of service for any reason with the Company or an Affiliated Company. Vesting in a
Participant’s Account is governed by Section 7 herein.



SECTION 3.

PARTICIPATION




     3.01. Designation By Committee. An employee may only become a Participant by
designation by the Committee. Such employee must be an individual who is included within a “select
group of management or highly compensated employees,” within the meaning of Title I of ERISA. In
addition, an employee who is a Grandfathered MSBP Participant, a Frozen MSBP Participant or a
Grandfathered SDBRIP Participant shall also be a participant in the Plan.



     3.02. Effective Date of Participation.



          (a) Newly Designated Participants. An Employee shall become a Participant as of the
later of January 1, 2001 or the date he or she is first designated as a Participant.




          (b) Grandfathered MSBP Participants. A Grandfathered MSBP Participant shall be deemed
to be a participant under the Plan as of the date he or she was named a Group I or II participant
in the MSBP.




          (c) Grandfathered SDBRIP Participants. A Grandfathered SDBRIP Participant shall
become a Participant as of June 1, 2002.




     3.03. Revocation of Designation. A Participant whose designation is revoked prior to
the Participant’s retirement, death, termination or disability shall not receive any Compensation
Credits under the Plan subsequent to the date of such revocation. However, all monies that are
deemed to be in the Participant’s Account as of the date of revocation shall continue to be
reflected in the Participant’s Account, including earnings, gains and losses based on the
Participant’s Deemed Investment elections under section 4.02, until the Participant’s retirement,
death, termination or disability.



     If a Participant whose designation has been revoked under this section is subsequently
redesignated as a Participant under section 3.01, the provisions of section 7.03 shall govern.



7









 





SECTION 4.

ACCOUNTS AND EARNINGS




     4.01. Establishment of Accounts. The Committee shall establish a hypothetical
bookkeeping Account for each Participant. The initial value of a Participant’s Account shall be
zero, except for a Grandfathered MSBP Participant or a Grandfathered SDBRIP Participant, whose
initial Account balance shall be established as an Opening Balance. The establishment of an
opening balance other than that stated in the previous sentence or awarding of additional service
for purposes of vesting under Section 7 shall not be permitted under the Plan.



          Upon the conversion to a third-party administrator, a Participant’s Account balance shall be
deemed to be invested in a money market investment fund unless and until the Participant makes his
or her investment elections in accordance with section 4.02. Compensation Credits shall be
credited to a Participant’s Account as of the last business day of each month. Effective October
30, 2006, a Discretionary Contribution will be credited to a Participant’s Account as of the date
determined by the Committee when the Committee approves the Discretionary Contribution.




     4.02. Election of Investment Options. Each Participant shall, by filing an election
with the Committee, in a format approved by the Committee, elect the investment options in which
the Participant’s Account is deemed to be invested (“Deemed Investments”). Investment options
available under the Plan and the ability to change such investment election shall mirror those
available under the DTE Energy Company Savings and Stock Ownership Plan (or any successor plan
thereto), however, investment options may be changed at the discretion of the Committee.



     4.03. No Requirement to Fund. The Company shall have sole discretion whether or not
to invest any of the Company’s funds (whether or not in trust) in a manner that reflects the Deemed
Investments or in any other manner. If and to the extent the Company chooses to invest in any
Deemed Investment, assets acquired by the Company shall remain the sole property of the Company,
subject to the claims of its general creditors, and shall not be deemed to form part of the
Participant’s Account. Nothing herein, however, shall preclude the Company from segregating assets
that are intended to be a source of payment of benefits from the Plan. The Company shall not be
required to fund its obligations in any manner and shall not be required to invest in any
particular investment, including any Deemed Investment fund. The Company may, without limitation,
purchase life insurance or any security or other property with respect to any or all of its
obligations under the Plan. Participants shall have no right, title or interest in any assets held
by the Company (or any trust) by reason of a Participant’s participation in this Plan.



SECTION 5.

GRANDFATHERED AND FROZEN MSBP BENEFITS




     5.01. Grandfathered and Frozen MSBP Participant’s MSBP Benefit.



          (a) General. In computing a Grandfathered or Frozen MSBP Participant’s MSBP benefit,
such benefit shall be calculated under the provisions described in Appendix A;




8









 







however, for any years of participation after December 31, 2000, Final Average Compensation
shall be computed using a hypothetical 10% bonus amount (based on the Participant’s base salary as
of the end of the year of computation) in lieu of any payments actually paid under the Shareholder
Value Improvement Plan (or any successor plan thereto). Such hypothetical bonus shall be deemed
credited as of March 1 in the year after the year during which the bonus was earned.




          (b) Target Percent of Average Final Compensation. Participants who have been awarded
service under the MSBP must certify any qualified plan retirement income that the Participant has
received, is receiving or will receive from a previous employer. Payments from the MSBP to
Participants with awarded service shall be reduced by the non-contributory portion of such
retirement income from a previous employer.




          (c) Cash Balance Participation. If a Grandfathered or Frozen MSBP Participant
participates in the cash balance portion of the DTE Energy Company Retirement Plan (or any
successor plan thereto), such Participant’s MSBP benefit shall be computed in accordance with
Appendix A, except that the calculation under Step 5 of the Payment Calculation shall be modified
such that the Monthly Target Benefit Amount under the Guaranteed Term Plus Life payment option will
be determined as one-twelfth of the following: Step 2 plus Step 4 minus the Cash Balance Benefit
under the DTE Energy Retirement Plan expressed as a Straight Life Annuity option at early
retirement. Under Step 2 as modified, the term “Retirement Allowance Factor” shall mean the
“multiplier (or multipliers, if applicable) used in the basic formula of the DTE Energy Company
Retirement Plan for Non-Cash Balance Participants.”




          (d) Promotion From Group II. If a Participant who had a designation of Group II under
the MSBP as of January 1, 2001, is subsequently promoted to Group I, such Participant’s MSBP
benefit at termination shall be calculated with the Group I target percentage of average final
compensation and Group I service index.




          (e) Promotion From Group III. If a Frozen MSBP Participant who had a designation of
Group III under the MSBP as of January 1, 2001, is subsequently promoted and designated a Group II
or Group I Participant, such Participant’s MSBP benefit at termination will be calculated with the
target percentage of average final compensation and service index reflective of the Participant’s
Group at termination. Such Participant’s ESRP Account shall be initialized as of the date the
Participant’s promotion to Group I or Group II is effective (“Promotion Date”). As of the
Participant’s Promotion Date, he or she shall be treated as a Grandfathered MSBP Participant for
purposes of Section 5.02.




     5.02. Election for Grandfathered MSBP Participants. A Grandfathered MSBP Participant
may be eligible to elect to receive one of the following benefits of this Plan:



          (a) the value of the Participant’s Account distributed in accordance with his or her
distribution election as of the Participant’s last day of active employment with the Company or
Affiliated Company; or




9









 








          (b) the value of the Participant’s MSBP benefit calculated under section 5.01. In order to
elect this option (b), the Participant must have attained age 55 and have completed at least 10
years of Company service as of his or her last day of active employment with the Company or
Affiliated Company.




     Such election shall be made no later than the Participant’s last day of active employment with
the Company or Affiliated Company. If a Grandfathered MSBP Participant does not make a timely
election under this section, such Participant shall be deemed to have made the election described
in subsection (a) above as of his or her termination date.



     If a Grandfathered or Frozen MSBP Participant makes an election to have his or her benefit
calculated in accordance with Section 5.02(b) and such Participant survives his or her designated
beneficiary prior to full payment of the benefit, the Participant shall continue to receive the
benefit as originally calculated. There shall be no pop-up feature under this Plan.



     5.03. Election for Frozen MSBP Participants.



          (a) Before October 30, 2006, a Frozen MSBP Participant shall not have an election as described
in section 5.02. The benefit available to a Frozen MSBP Participant shall be calculated as
described in section 5.01(a) or (b).




          Effective October 30, 2006, a Frozen MSBP Participant who has Compensation Credits or
Discretionary Contributions credited to his or her Account under section 4.01 must make the
election described in section 5.02. The Frozen MSBP Participant may not receive both the
Participant’s MSBP benefit and the Participant’s Account.




          (b) A Frozen MSBP Participant who has not had any Compensation Credits or Discretionary
Contributions credited to his or her Account under section 4.01 does not have an election as
described in section 5.02. The benefit available to the Frozen MSBP Participant will be calculated
as described in section 5.01(a) or (b).




SECTION 6.

FORM AND TIMING OF PAYMENT




     6.01. Distribution of Account.



          (a) The Company shall distribute each Participant’s Vested Account in accordance with the
Participant’s distribution election unless the Plan provides otherwise. The distribution election
shall provide for payment in either (i) annual installments over a period not less than two years
and not more than 15 years, in one-year increments, or (ii) a lump sum distribution. If no
distribution election is on file with the Company, the Participant’s Vested Account shall be
distributed in a single lump sum.




10









 








          (b) Distribution of the MSBP benefit to a Grandfathered MSBP Participant or a Frozen MSBP
Participant who elects under 

Section 5.2(b) to receive the Participant’s MSBP benefit instead of
the Participant’s Account will be made as provided in Appendix A.




     6.02. Timing of Distributions.



          (a) Pre-2005 Benefit. A lump sum distribution or the first annual installment
of the Participant’s Pre-2005 Benefit shall be made as of the March 1 of the plan year following
the year of termination of service with the Company or an Affiliated Company. Subsequent annual
installments of the Participant’s Pre-2005 Benefit shall be made each following March 1 of the
installment period. Timing of a distribution of the Participant’s Pre-2005 Benefit due to a
Participant’s death shall be governed by Section 8.03.




          (b) Post-2004 Benefit.




               (1) If the Participant is not a “specified employee” for purposes of Code section 409A at the
time the Participant’s service terminates for any reason other than death, a lump sum distribution
or the first annual installment of the Participant’s Post-2004 Benefit shall be made on:



                    (A) January 1 following the end of the Plan Year in which the Participant’s service with the
Company or an Affiliated Company terminated, if the Participant did not make any election under
Section 6.04(b)(2)(B); or



                    (B) January 1 coincident with or next following the latest date to which distribution was
deferred by an election under 

Section 6.04(b)(2)(B), if the Participant made one or more elections
under Section 6.04(b)(2)(B).



               (2) If a Participant is a “specified employee” for purposes of Code section 409A at the time
the Participant’s service terminates for any reason other than death, a lump sum distribution or
first annual installment of the Participant’s Post-2004 Benefit will not be made before the latest
of:



                    (A) January 1 following the end of the Plan Year in which the Participant’s service terminated
for a reason other than death, if the Participant did not make any election under Section
6.04(b)(2)(B); and



                    (B) January 1 coincident with or next following the latest date to which distribution was
deferred by an election under 

section 6.04(b)(2)(B), if the Participant made one or more elections
under Section 6.04(b)(2)(B); and



                    (C) the earlier of:



                         (i) the first day of the calendar month beginning more than 6 months after the date the
Participant’s service terminated for a reason other than death; and



11









 





                         (ii) the first day of the calendar month beginning after the Participant’s death.



     Subsequent annual installments of the Participant’s Post-2004 Benefit shall be made each
following January 1 of the installment period.


Timing of a distribution of a Participant’s Post-2004 Benefit due to a Participant’s death shall be
governed by Section 8.03.




     6.03. Form of Distributions.



          (a) Annual Installments.




               (1) General Rule. The distribution to a Participant shall be paid in cash. Except as
provided in Section 6.03(a)(2), the initial annual installment distribution shall be determined by
dividing the value of the Participant’s Account, determined as of December 31 of the Plan Year in
which the Participant’s employment terminated by the number of installment payments to be made. The
amount distributed to the Participant thereafter shall be recalculated each year to reflect changes
in the Participant’s Account through December 31 of such subsequent calendar year and the remaining
number of installment payments to be made. Earnings and losses based on the Deemed Investments
shall be credited to the Participant’s Account through December 31 of each Plan Year in which the
Participant has an Account balance.



               (2) Additional Rules for Post-2004 Benefit.



                    (A) An initial distribution delayed under Section 6.02(b)(2)(C) will be determined by dividing
the value of the Participant’s Post-2004 Benefit determined as of the last day of the month
preceding the payment date, by the number of installment payments to be made.



                    (B) An initial distribution delayed under Section 6.02(b)(1)(B) or 6.02(b)(2)(B) will be
determined by dividing the value of the Participant’s Post-2004 Benefit as of the December 31
preceding the payment date, by the number of installment payments to be made.



          (b) Distribution of Small Amounts. Notwithstanding a Participant’s distribution
election:




               (1) if a Participant’s Pre-2005 Benefit is less than or equal to $10,000 as of any December
31, the Participant’s Pre-2005 Benefit shall be paid in a single lump sum.



               (2) if a Participant’s Post-2004 Benefit is less than or equal to the dollar limit under Code
Section 402(g) for the calendar year in which the Participant terminates



12









 







service, the Participant’s Post-2004 Benefit shall be paid in one lump sum to the extent
permitted by Code Section 409A and the related Treasury Regulations.



     6.04. Change In Distribution Option.



          (a) Pre-2005 Benefit. A Participant may change the distribution election previously
selected for the Participant’s Pre-2005 Benefit by submitting a revised distribution election to
the Committee. A change in time or manner of any distribution of the Pre-2005 Benefit, however,
shall be effective only if the Committee (or its designated representative) receives the revised
distribution election while the Participant is actively employed by the Company or an Affiliated
Company.




          (b) Post-2004 Benefit.




               (1) Initial Election. A Participant who first becomes eligible to participate in the
Plan may elect annual installments over a period of not less than one year and not more than 15
years for the Participant’s Post-2004 Benefit by submitting a distribution election to the
Committee within 30 days of the date the Participant first becomes eligible to participate.



               (2) Subsequent Election.



                    (A) Before January 1, 2009, a Participant may change the distribution option previously
selected for the Participant’s Post-2004 Benefit (or the default option if the Participant did not
make an initial election) by filing a written election with the Committee (or its designated
representative) before January 1, 2009 that satisfies both of the following:



                         (i) The Participant’s election does not defer to a date after December 31, 2008 any
distribution of the Post-2004 Benefit otherwise required to be made before January 1, 2009; and



                         (ii) The Participant’s election does not accelerate to a date before January 1, 2009 any
distribution of the Post-2004 Benefit otherwise required to be made after December 31, 2008.



                    (B) After December 31, 2008, a Participant may elect to change the distribution option
previously selected for the Participant’s Post-2004 Benefit (or the default option if the
Participant did not make an initial election) by filing a written election with the Committee (or
its designated representative) that satisfies both of the following:



                         (i) The Participant’s election is filed with the Committee at least 12 months before the
earliest date on which the distribution of the Post-2004 Benefit would begin under the
Participant’s then-current distribution election; and



13









 





                         (ii) The Participant’s election designates that distribution of the Post-2004 Benefit will
begin at least 5 years after the earliest date on which distribution of the Post-2004 Benefit would
begin under the Participant’s then-current distribution election.



     6.05. Unscheduled Withdrawals. A retired Participant receiving distributions in
installments is permitted to make unscheduled withdrawals of the retired Participant’s Pre-2005
Benefit as described below:



          (a) Election. A retired Participant may request in writing to the Vice President,
Human Resources, an unscheduled partial withdrawal or entire withdrawal of the undistributed
balance of the retired Participant’s Pre-2005 Benefit, which will be paid within 30 days in a
single lump sum.




          (b) Withdrawal Penalty. There will be a penalty deducted from the Participant’s
Pre-2005 Benefit prior to an unscheduled withdrawal equal to 10% of the Pre-2005 Benefit as of the
date the unscheduled withdrawal request is received by the Vice President, Human Resources.




SECTION 7.

VESTING OF BENEFITS




     7.01. General.



          (a) A Participant, other than a Grandfathered MSBP or SDRIP Participant, shall vest 20% per
Anniversary Year in his or her Account (“Vesting Service”). There is no partial vesting for a
portion of an Anniversary Year. A Participant’s Vested Percentage shall equal the product of (i)
20% and (ii) the Participant’s number of Anniversary Years as of the date of his or her
termination, retirement, death or disability.




          (b) Grandfathered MSBP Participant. A Grandfathered MSBP Participant shall vest 20%
per Anniversary Year in his or her Account beginning with the year in which the employee was named
a Group I or II participant in the MSBP. A Participant’s Vested Percentage shall equal the product
of (i) 20% and (ii) the Participant’s number of Anniversary Years as of the date of his or her
termination, retirement, death or disability.




          (c) Grandfathered SDRIP Participant. A Grandfathered SDRIP Participant, except for
those Participants named on Appendix E, shall vest 50% in his or her Account as of June 1, 2003 and
shall be 100% vested as of June 1, 2004. Participants listed on Appendix E shall be 100% vested as
of June 1, 2002.




     7.02. Rehired Participants.



          (a) Vesting. If a Participant terminates employment with the Company or Affiliated
Company prior to becoming 100% vested, the Participant’s Account shall be



14









 






distributed in accordance with section 6 and the nonvested portion of the Account shall be
forfeited. If such Participant is subsequently rehired by the Company or Affiliated Company and is
designated a Participant in accordance with section 3, any Account value forfeited upon the prior
termination shall not be reinstated.




          However, if the Participant has not incurred consecutive one-year Breaks in Service equal to
or in excess of (i) 5 years, or (ii) the aggregate number of years of Vesting Service the
Participant had earned before such Break in Service, the Participant’s Anniversary Date shall be
adjusted to take into consideration such Participant’s prior period of active service during which
he or she was considered to be a Participant in the Plan (“Adjusted Anniversary Date”). A new
Account shall be established for such rehired Participant for the purpose of recording Compensation
Credits, Discretionary Contributions (effective October 30, 2006) and Investment Credits beginning
after such Participant’s rehire date reflective of his or her Vested Percentage which shall be
recomputed to include the Participant’s Adjusted Anniversary Date.




          (b) Pay Status of Prior Benefit. If the rehired Participant is receiving annual
distributions of his or her Account as it existed on the date of the Participant’s termination
(“Prior Account”), such Prior Account (i) will remain separate from the Account established as
described in Section 7.02(a), (ii) will retain the Vesting Percentage applied as of the
Participant’s date of termination, and (iii) payments to the Participant will continue upon the
Participant’s return to employment with the Company or Affiliated Company.




     7.03. Redesignated Participants. If a Participant’s designation as a Participant had
been revoked under section 3.03, prior to becoming 100% vested, the Participant’s Account shall
continue to be credited with earnings, gains and losses based on the deemed investment of the
Account. If such Participant is subsequently redesignated as a Participant under section 3.01,
such Participant’s vested status shall be determined based on the Participant’s Anniversary Years
and his Account shall be adjusted to reflect the revised vested percentage.



SECTION 8.

SELECTION OF AND PAYMENTS TO A BENEFICIARY




     8.01. Beneficiary Designation. A Participant shall designate a Beneficiary on a form
provided by the Vice President, Human Resources, or his or her designee, for the purpose of
designating a Beneficiary. If a Participant has not designated a Beneficiary, or if a designated
Beneficiary is not living or in existence at the time of a Participant’s death, any death benefits
payable under the Plan shall be paid to the Participant’s Spouse, if then living, and if the
Participant’s Spouse is not then living, to the Participant’s estate.



     8.02. Change in Beneficiary. A Participant may change the designated Beneficiary from
time to time by filing a new written designation with the Vice President, Human Resources, or his
or her designee. Such designation shall be effective upon receipt by the Vice President, Human
Resources, or his or her designee.



15









 





     8.03. Survivor Benefit. If a Participant dies with an Account balance under this Plan,
his Beneficiary shall be entitled to receive a distribution of the Participant’s Account. The
Beneficiary shall receive the lump sum calculated under the MSBP if the deceased Participant is a
Grandfathered MSBP Participant and the Beneficiary elects to receive the benefit provided under the
MSBP. Otherwise, such lump sum shall equal the deceased Participant’s Account under the Plan. The
lump sum distribution shall be paid within ninety (90) days following the Participant’s death.



SECTION 9.

TAX WITHHOLDING




     Benefits hereunder shall be subject to applicable FICA withholding laws. Benefit payments
hereunder shall be subject to applicable federal, state and 1ocal tax withholding laws.



SECTION 10.

ADMINISTRATION OF THE PLAN




     10.01. Duties and Power. The Committee shall be the “named fiduciary” for the Plan
responsible for the general operation and administration of the Plan and the proper execution of
its provisions. It shall have full discretionary authority to interpret the Plan and to determine
the response to all questions arising from its provisions. It shall maintain all necessary books of
accounts and records. It shall have the full discretionary power and authority to establish,
interpret, enforce, amend, and revoke, from time to time, such rules and regulations for the
administration of the Plan and the conduct of its business as it deems appropriate, including the
right to remedy ambiguities, inconsistencies and omissions. Any action that the Committee is
required or authorized to take shall be final and binding upon each and every person who is or may
become a Plan Participant or Beneficiary. The Committee may delegate its authority to administer
the Plan.



     10.02. Benefit Statements. The Committee, or its designee, will provide each
Participant with a quarterly statement setting forth the Participant’s Account balance.



     10.03. Right to Accelerate. The Board in its sole discretion may accelerate all
Pre-2005 Benefits upon termination of the Plan, and pay such benefits in a single lump sum. The
Board may accelerate payment of Post-2004 Benefits upon termination of the Plan only as permitted
by Code Section 409A and the related Treasury Regulations. If the Internal Revenue Service or the
Committee determines that any Participants’ Pre-2005 Benefits are currently taxable, the Committee
may direct immediate payment of all or some of the Pre-2005 Benefit in a single lump sum or to take
any other action it deems appropriate. If the Internal Revenue Service determines that any
Post-2004 Benefits are currently taxable, the Committee may direct immediate payment in a single
lump sum of any Post-2004 Benefits determined to be currently taxable. In addition, Participants
terminating employment with a Pre-2005 Benefit of less than $10,000 shall receive such benefits in
a single lump sum regardless of the Participant’s distribution election. If a Participant’s
Post-2004 Benefit is less than or equal to the dollar limit



16









 







under Code Section 402(g) for the calendar year in which the Participant terminates
employment, the Participant’s Post-2004 Benefit shall be paid in one lump sum to the extent
permitted by Code Section 409A and the related Treasury Regulations.



SECTION 11.

AMENDMENT, SUSPENSION, AND TERMINATION




     11.01. Right to Amend or Terminate. The Plan may be amended, modified or terminated by
the Committee at any time. Such amendment, modification or termination may modify or eliminate any
benefit hereunder except that such amendment, modification or termination shall not affect the
rights of Participants or Beneficiaries to the vested portion of a Participant’s Account as of the
date of such amendment or termination.



     11.02. Right to Suspend. If the Committee determines that payments of Pre-2005
Benefits under the Plan would have a material adverse affect on the Company’s ability to carry on
its business, the Committee may suspend payments of Pre-2005 Benefits temporarily for such time as
in its sole discretion it deems advisable, but in no event for a period in excess of one year. If
the Committee determines that payments under the Plan will jeopardize the Company’s ability to
continue as a going concern, the Committee may suspend payments of Post-2004 Benefits until the
first taxable year when payment will not have that effect. The Company shall pay such suspended
payments in a lump sum immediately upon the expiration of the period of suspension.



     11.03. Partial ERISA Exemption. The Plan is intended to provide benefits for “a select
group of management or highly compensated employees” within the meaning of sections 201, 301 and
401 of ERISA, and therefore to be exempt from sections 2, 3 and 4 of Title I of ERISA. Accordingly,
the Plan shall terminate and, to the extent permitted by Code Section 409A and the related Treasury
Regulations with respect to Post-2004 Benefits, existing Account balances shall be paid in a single
lump-sum and no further benefits, vested or non-vested, shall be paid hereunder in the event it is
determined by a court of competent jurisdiction or by an opinion of counsel that the Plan
constitutes an employee pension benefit plan within the meaning of section 3(2) of ERISA which is
not so exempt.



SECTION 12.

MISCELLANEOUS




     12.01. Unfunded Plan. The Plan shall be unfunded within the meaning of sections
201(2), 301(a)(3) and 401(a)(1) of ERISA. All benefits payable under the Plan shall be paid from
the Company’s general assets. The Company shall not be required to set aside or hold in trust any
funds for the benefit of a Participant or Beneficiary, each of whom shall have the status of a
general unsecured creditor with respect to the Company’s obligation to make benefit payments
pursuant to the Plan. Any assets of the Company available to pay Plan benefits shall be subject to
the claims of the Company’s general creditors and may be used by the Company in its sole



17









 







discretion for any purpose. A Participant shall be treated as an unsecured creditor of the
Company for all benefits under the Plan.



     12.02. No Right to Continued Employment. Nothing in the Plan shall create or be
construed as a contract between the Company or an Affiliated Company and employees for any matter
including giving any person employed by the Company or an Affiliated Company the right to be
retained in the Company’s or an Affiliated Company’s employ. The Company and each Affiliated
Company expressly reserve the right to dismiss any person at any time, with or without cause,
without liability for the effect that such dismissal might have upon him as a Participant in the
Plan or for any other purpose.



     12.03. Prohibition Against Alienation. Except as otherwise provided in the Plan, no
right or benefit under the Plan shall be subject in any manner to anticipation, alienation, sale,
transfer, assignment, pledge, encumbrance, or charge, and any attempt to so anticipate, alienate,
sell, transfer, assign, pledge, encumber, or charge the same shall be void. No such right or
benefit shall be liable for or subject to the debts, contracts, liabilities, engagements, or torts
of the person entitled to such right or benefit.



     12.04. Savings Clause. If any provision of this Plan is held by a court of competent
jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect
any other provision and the remaining provisions hereof shall continue to be construed and enforced
as if the invalid or unenforceable provision had not been included.



     12.05. Payment of Benefit of Incompetent. In the event the Committee finds that a
Participant, former Participant or Beneficiary is unable to care for his affairs because of his
minority, illness, accident, or other reason, any benefits payable hereunder may, unless other
claim has been made therefor by a duly appointed guardian, committee or other legal representative,
be paid to a spouse, child, parent, or other blood relative or dependent or to any person found by
the Committee to have incurred expenses for the support and maintenance of such Participant, former
Participant, or Beneficiary; and any such payments so made shall be a complete discharge of all
liability therefor.



     12.06. Spouse’s Interest. The interest in the benefits hereunder of a Spouse who has
predeceased the Participant shall automatically pass to the Participant and shall not be
transferable by such Spouse in any manner including, but not limited to, such Spouse’s will, nor
shall such interest pass under the laws of intestate succession.



     12.07. Successors. In the event of any consolidation, merger, acquisition or
reorganization of the Company, the obligations of the Company and Participating Affiliated
Companies under this Plan shall continue and be binding upon the Company, Participating Affiliated
Companies and its successors.



     12.08. Gender, Number and Heading. Whenever any words are used herein in the masculine
gender, they shall be construed as though they were also used in the feminine gender in all cases
where they would so apply. Whenever any words used herein are in the singular form, they shall be
construed as though they were also used in the plural form in all cases where



18









 







they would so apply. Headings of sections and subsections as used herein are inserted solely
for convenience and reference and constitute no part of the Plan.



     12.09. Legal Fees and Expenses. The Company shall pay all reasonable legal fees and
expenses that a Participant may incur as a result of the Company contesting the validity,
enforceability, or the Participant’s interpretation of, or determinations under this Plan, other
than tax withholding under Section 9.



     12.10. Choice of Law. This Plan shall be governed by and construed in accordance with
the laws of the State of Michigan, other than its choice-of-law rules, to the extent not superseded
by applicable federal statues or regulations.



     12.11. Affiliated Employees. Transfers of employment between Affiliated Companies and
the Company or other Affiliated Companies will be treated as continuous and uninterrupted service
under the Plan.



     12.12. Plan Document. This Plan document provides the final and exclusive statement of
the terms of the Plan. Unless otherwise authorized by the Committee or its delegate, no amendment
or modification to this Plan shall be effective until reduced to writing and adopted pursuant to
Section 11.01. This document legally governs the operation of the Plan, and any claim of right or
entitlement under the Plan shall be determined solely in accordance with its provisions. To the
extent that there are any inconsistencies between the terms of any related materials and the terms
of this document, the terms of this document shall control and govern the operation of the Plan. No
other evidence, whether written or oral, shall be taken into account in determining the right of an
Eligible Employee, a Participant, or Beneficiary, as applicable, to any benefit of any type
provided under the Plan.



SECTION 13.

ARBITRATION




     In the event of any dispute, claim, or controversy (hereinafter referred to as a “Grievance”)
between a Participant who is eligible to elect to receive the benefits provided under this Plan and
the Company with respect to the payment of benefits to such Participant 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 13.



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




          (b) 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.






          (c) The arbitration shall be conducted by the American Arbitration Association in accordance
with the Federal Arbitration Act and the Employee Benefit Plan




19









 





Claims Arbitration Rules of the American Arbitration Association and reasonable expenses of the
arbitrators and the American Arbitration Association shall be borne by the Company.



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




          (e) 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 Participant 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.




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




SECTION 14.

CHANGE IN CONTROL PROVISIONS




     14.01. General. In the event of a Change in Control, as defined in Section 14.07,
then, notwithstanding any other provision of the Plan, the provisions of this Section 14 shall be
applicable and shall supersede any conflicting provisions of the Plan, including any change in
control language in the MSBP, SDRIP or KEDC.



     14.02. Immediate Vesting. In the case of a Change in Control, each Participant’s
Account shall immediately be 100% vested.



     14.03. Transfer to Rabbi Trust. The Company shall establish a trust (the “Rabbi
Trust”) that is intended to be an unfunded arrangement and not affect the status of the Plan as an
unfunded arrangement for purposes of Title I of ERISA. The terms of the Rabbi Trust shall provide
that, within seven (7) days of a Change in Control, assets shall be transferred to the Rabbi Trust
in (a) an amount equal to each Participant’s Account balance as of the date of the Change in
Control, plus (b) an amount deemed necessary to pay estimated Rabbi Trust administrative expenses
for the following five (5) years, as determined by the Company’s Accountants or the Company’s
Actuaries. Assets transferred in accordance with the preceding sentence shall either be (i) in the
form of shares of the Deemed Investments and/or DTE Stock equal to the number of shares of each
such Deemed Investment and DTE Stock in which the Participant’s Account is deemed to be invested
for bookkeeping purposes on the date of the Change in Control or (ii) in the form of in cash, in
which case an additional cash transfer shall be made, prior to the initial investment of cash by
the trustee of the Rabbi Trustee in DTE Stock or any Deemed Investment, in an amount sufficient to
permit the trustee of the Rabbi Trust to invest in the number of shares of each Deemed Investment
and DTE Stock in which the Participant’s



20









 







Account was deemed to be invested for bookkeeping purposes on the date of the Change in
Control (as adjusted for any subsequent share splits, consolidations, etc.). The Company and/or an
Affiliated Company shall make all transfers of assets required by the Rabbi Trust in a timely
manner and shall otherwise abide by the terms of the Rabbi Trust.


     14.04. Lump Sum Payments. In connection with a Change in Control or consummation of a
transaction constituting a Change in Control, the Chairman of DTE Energy Company shall have the
absolute discretion to direct that a lump sum payment be made to a Participant up to the total
value of such Participant’s Pre-2005 Benefit if such payment will reduce the amount of any
potential excise tax imposed by 

Code section 4999.



     14.05. Joint and Several Liability. Upon and at all times after a Change in Control,
the liability under the Plan of the Company and each Affiliated Employer that has adopted the Plan
shall be joint and several so that the Company and each such Affiliated Employer shall each be
liable for all obligations under the Plan to each employee covered by the Plan, regardless of the
corporation by which such employee is employed.



     14.06. Dispute Procedures. In the event that, upon or at any time subsequent to a
Change in Control, a disputed claim for benefits under the Plan is brought by a Participant or
beneficiary, the following additional procedures shall be applicable:



          (a) Any amount that is not in dispute shall be paid to the Participant or beneficiary at the
time or times provided herein.




          (b) The Company shall advance to such claimant from time to time such amounts as shall be
required to reimburse the claimant for reasonable legal fees, costs and expenses incurred by such
claimant in seeking a judicial resolution of his or her claim, including reasonable fees, costs and
expenses relating to arbitration.




     14.07. Definition of Change in Control. A “Change in Control” means the occurrence
of any one of the following events:



          (a) individuals who, on December 31, 2001, constitute the Board (the “Incumbent Directors”)
cease for any reason to constitute at least a majority of the Board, provided that any person
becoming a director subsequent to December 31, 2001, whose election or nomination for election was
approved by a vote of at least two-thirds of the Incumbent Directors then on the Board (either by a
specific vote or by approval of the proxy statement of the Company in which such person is named as
a nominee for director, without written objection to such nomination) shall be an Incumbent
Director; provided, however, that no individual initially elected or nominated as a
director of the Company as a result of an actual or threatened election contest (as such terms are
used in Rule 14a-11 of Regulation 14A promulgated under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”)) with respect to directors or as a result of any other actual or
threatened solicitation of proxies [or consents] by or on behalf of any person other than the Board
shall be deemed to be an Incumbent Director;




          (b) any “person” (as such term is defined in Section 3(a)(9) of the Exchange



21









 






Act and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) is or becomes a “beneficial
owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of
the Company representing 20% or more of the combined voting power of the Company’s then outstanding
securities eligible to vote for the election of the Board (the “Company Voting Securities”);
provided, however, that the event described in this paragraph (b) shall not be
deemed to be a Change in Control by virtue of any of the following acquisitions: (A) by the
Company or any Subsidiary, (B) by any employee benefit plan (or related trust) sponsored or
maintained by the Company or any Subsidiary, (C) by any underwriter temporarily holding securities
pursuant to an offering of such securities, (D) pursuant to a Non-Qualifying Transaction (as
defined in paragraph (c)), or (E) a transaction (other than one described in (c) below) in which
Company Voting Securities are acquired from the Company, if a majority of the Incumbent Directors
approve a resolution providing expressly that the acquisition pursuant to this clause (E) does not
constitute a Change in Control under this paragraph (b);




          (c) the consummation of a merger, consolidation, statutory share exchange or similar form of
corporate transaction involving the Company or any of its Subsidiaries (a “Business Combination”)
or sale or other disposition of all or substantially all of the Company’s assets to an entity that
is not an affiliate of the Company (a “Sale”), unless immediately following such Business
Combination or Sale: (A) more than 50% of the total voting power of (x) the corporation resulting
from such Business Combination (the “Surviving Corporation”), or (y) if applicable, the ultimate
parent corporation that directly or indirectly has beneficial ownership of 100% of the voting
securities eligible to elect directors of the Surviving Corporation (the “Parent Corporation”), is
represented by Company Voting Securities that were outstanding immediately prior to such Business
Combination (or, if applicable, is represented by shares into which such Company Voting Securities
were converted pursuant to such Business Combination), and such voting power among the holders
thereof is in substantially the same proportion as the voting power of such Company Voting
Securities among the holders thereof immediately prior to the Business Combination, (B) no person
(other than any employee benefit plan (or related trust) sponsored or maintained by the Surviving
Corporation or the Parent Corporation), is or becomes the beneficial owner, directly or indirectly,
of 20% or more of the total voting power of the outstanding voting securities eligible to elect
directors of the Parent Corporation (or, if there is no Parent Corporation, the Surviving
Corporation) and (C) at least a majority of the members of the board of directors of the Parent
Corporation (or, if there is no Parent Corporation, the Surviving Corporation) following the
consummation of the Business Combination were Incumbent Directors at the time of the Board’s
approval of the execution of the initial agreement providing for such Business Combination (any
Business Combination which satisfies all of the criteria specified in (A), (B) and (C) above shall
be deemed to be a “Non-Qualifying Transaction”); or




          (d) the stockholders of the Company approve a plan of complete liquidation or dissolution of
the Company.




     Notwithstanding the foregoing, a Change in Control of the Company shall not be deemed to occur
solely because any person acquires beneficial ownership of more than 20% of the Company Voting
Securities as a result of the acquisition of Company Voting Securities by the



22









 




Company which reduces the number of Company Voting Securities outstanding; provided,
that if after such acquisition by the Company such person becomes the beneficial owner of
additional Company Voting Securities that increases the percentage of outstanding Company Voting
Securities beneficially owned by such person, a Change in Control of the Company shall then occur.




     14.08. Additional Benefits. Effective October 30, 2007, the Account balance of any
Participant who has entered into a Change in Control Severance Agreement and whose employment is
terminated under circumstances entitling the Participant to Severance Benefits under Section 3(a)
of the Change in Control Severance Agreement will be credited with additional Compensation Credits
for the Participant’s Benefit Continuation Period as provided in Section 3(a)(4)(B) of the Change
in Control Severance Agreement, based on the Participant’s Base Salary determined under Section
3(a)(1)(A) of the Change in Control Severance Agreement and the Participant’s Annual Cash Bonus
determined under Section 3(a)(1)(B) of the Change in Control Severance Agreement.


IN WITNESS WHEREOF, DTE Energy Company has caused this amended and restated Plan to be executed as
of this 5th day of November 2008.




	 	 	 	 	 
	 	DTE Energy Company

 	 
	 	By:  	/s/ Larry E. Steward
 	 
	 	 	     Larry E. Steward 	 
	 	 	     Vice President, Human Resources 	 
	 



23









 








Appendix A




	 	 	 
	 

	 	Management
	 
	 	 
	 

	 	Supplemental
	 
	 	 
	 

	 	   Benefit
	 
	 	 
	 

	 	     Plan






 









 






SIXTH RESTATEMENT OF

THE DETROIT EDISON COMPANY

MANAGEMENT SUPPLEMENTAL BENEFIT PLAN




     The Detroit Edison Company Management Supplemental Benefit Plan (the “Plan”), established by
The Detroit Edison Company (the “Company”) effective July 24, 1989, as amended and restated
effective January 22, 1990, June 26, 1995, January 1, 1996, October 28, 1996, and October 27, 1997
is hereby amended and restated as of December 2, 1998, by this Sixth Restatement.



Purpose




     The Plan is designed to supplement pension benefits for eligible management employees. The
Plan has the objective of making the Company’s retirement program more competitive within the
electric utility industry and general industry, which will facilitate the attraction and
retention of management employees.



Definition




     Average Final Compensation. Equals one-fifth of pay during the 260 weeks of Company
service that results in the highest average, calculated without regard to any limitation
imposed by Section 401(a)(17) of the Internal Revenue Code. In additional to normal pay, lump
sum payments in lieu of April base pay increases and Shareholder Value Improvement Plan awards
with no restriction on the year paid will be included when calculating the 260 weeks of benefit
service which result in the highest average.



     Awarded Service. Years of service that may be imputed to an otherwise eligible Plan
participant by the Organization and Compensation Committee (“Committee”) of the Board of
Directors, having taken into account the value to the Company of such participant’s prior
experience.



     Company. The Detroit Edison Company and any Controlled Group Member which has adopted the
Plan with the approval of the Chairman of the Board of Directors and the Chairman of the board
of directors of the Controlled Group Member. As a condition to participating in the Plan, such
Controlled Group Member shall authorize the Chairman of the Board of Directors 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 eligible participant
or beneficiary thereof, the term “Company” shall mean The Detroit Edison Company or such other
Controlled Group Member employing or who employed such employee. Unless otherwise defined
herein, all defined terms shall have the same meaning as provided under the Retirement Plan.
All corporate officers and other administrative personnel referred to herein refer to officers
and administrative personnel of The Detroit Edison Company.



     Company Service. All years of service with the Company calculated to the nearest month.



     Executive Post-Employment Income Arrangement. Individual arrangements that were entered
into with certain executives upon initial employment with the Company, specifically excluding,
however, any Change-in-Control Severance Arrangement entered into with DTE Energy Company and
any offer of employment letter agreement as they may be amended from time to time. The
arrangements may provide for additional benefits upon retirement.



     Key Employe Deferred Compensation Plan. The Key Employe Deferred Compensation Plan
initiated in 1964 which provides a supplemental pension benefit to certain management employees.
The Key Employe Deferred Compensation Plan is sponsored by Detroit Edison for eligible
employees.



     Certain Management or Highly-Compensated Employees. An employee of a Company, other than
The Detroit Edison Company, who is specifically designated by written order of the Committee as
a member of



1









 




management eligible to participate in the Plan, and who is a member of a select group of
management or highly-compensated employees of the Company within the meaning of ERISA Section
201(2). An employee’s designation as a Certain Management or Highly Compensated Employee shall
terminate, however, on the date the Committee by written order terminates such employee’s
designation for participation in the Plan.




     Normal Pay. The employee’s salary from the Company for a standard forty-hour work week
calculated, without regard to any limitation imposed by Section 401(a)(17) of the Internal
Revenue Code including amounts deferred by the employee under the Company’s qualified and
non-qualified savings plans. It does not include any bonuses, special pay, or premium for
overtime work.



     Retirement Plan. The Employes’ Retirement Plan of The Detroit Edison Company (“Detroit
Edison”). The Retirement Plan is a defined benefit pension plan sponsored by Detroit Edison
for eligible employees.



     Retirement Allowance Factor. The multiplier used in the basic formula of the Retirement
Plan.



Eligibility




     Eligibility to participate in this Plan is determined no later than the latest to occur
of:




	 	(1)	 	90 days from the date hereof; or
	 
	 	(2)	 	90 days subsequent to an otherwise eligible participant’s 55th birthday; or
	 
	 	(3)	 	In the case of an otherwise eligible participant who does not have at least
10 years
of Company service at age 55, 90 days subsequent to the otherwise
eligible participant’s having 10 years of Company service.





   Participation in the Plan is limited to those management employees who




	 	(1)(A)	 	Were members of Management Council (pursuant to OR3, Management Groups) November
20, 1998; such employees being named on Exhibit D, or






	 	(B)	 	Are designated by the Chairman as key managerial employees
eligible to participate in the Plan; or
	 
	 	(C)	 	With respect to management employees of a Company other than The Detroit
Edison Company, are Certain Management or Highly Compensated Employees, and






	 	(2)	 	Are not personally eligible to receive a benefit from the Key Employe Deferred
Compensation (KEDC) Plan although a court of competent jurisdiction may have
recognized spousal rights; and
	 
	 	(3)	 	Do not have an effective Executive Post-Employment Income Arrangement; and
	 
	 	(4)	 	At the time of termination from the Company (or death while actively employed),
are at least 55 years of age and have at least 10 years of Company service.





     Employees who are eligible to receive a benefit from KEDC or who have entered into
Post-Employment Income Arrangements with the Company may elect to participate in this Plan in
accordance with the first paragraph of this section by filing an election to waive any rights to
a benefit from KEDC and/or any rights under a Post-Employment Income Arrangement with the Vice
President-Human Resources, who will provide an election form upon request, or, in the case of
KEDC, will in certain circumstances be deemed to have made such elections as provided in KEDC.



2









 





Target Percentage of Average Final Compensation




     Payments from the Plan are based upon the calculated target percentage of average final
compensation. The target percentage of average final compensation is determined by years of
Company service and awarded service, if any, and by the management group in which the
participant is a member at the time of termination from the Company (or death while actively
employed by the Company) as specified in Exhibit A.



     Participants awarded service under the Plan must certify any retirement income expected or
being received from a previous employer. Payments from the Plan to participants with awarded
service will be reduced by the non-contributory portion of any retirement income expected or
being received from a previous employer.



     Payments from the Plan will be reduced by any KEDC spousal payments required by a court of
competent jurisdiction. Payments from the Plan may also be affected by the employee’s age at
termination (see Early Retirement) and the payment option selected by the employee (see Payment
Options).



     Payments from the Plan are not payable until the participant terminates employment with
the Company and all Controlled Group Members (by death or otherwise), and references in the
following provisions of the Plan to “terminating employment” or “employment termination” or
similar provisions shall mean termination of employment with the Company and all Controlled
Group Members.



Early Retirement




     The Plan provides for an unreduced target percentage for those terminating employment at
age 60 or older. A reduced or adjusted target percentage is provided for those terminating
employment (including death) who are at least age 55 but prior to age 60. The early retirement
adjustment schedule is as follows:



	 	 	 	 	 	 	 	 	 
	Age At	 	 	 	 	 	Early Retirement
	Termination	 	 	 	 	 	Adjustment Percentage
	55
	 	 	 	 	 	 	60	%
	56
	 	 	 	 	 	 	68	%
	57
	 	 	 	 	 	 	76	%
	58
	 	 	 	 	 	 	84	%
	59
	 	 	 	 	 	 	92	%
	         60 or older
	 	 	 	 	 	 	100	%






     Age at termination is calculated to the nearest whole month and the early retirement
adjustment percentage is determined accordingly.



Pavment Options




     Pre-2005 Benefit. At the time of employment termination, an eligible employee must
elect one of the following payment options for the eligible employee’s Pre-2005 Benefit: (a)
Guaranteed Term Plus Life, (b) Actuarial-Adjusted Life with a 100% Joint and Survivor Benefit and
(c) Actuarial-Adjusted Life with a 50% Joint and Survivor Benefit. In the event that an employee
dies during active employment, and at the time of death was eligible for a benefit as provided
herein, the payment option is deemed to be Guaranteed Term Plus Life.



     Post-2004 Benefit.



     (a) Initial Election. An eligible employee who first becomes eligible for MSBP
benefits may elect any of the following payment options for the eligible employee’s Post-2004
Benefit by submitting a distribution election to the Committee (or its designated representative)
within 30 days of the date the employee first becomes eligible to participate:



3









 






	 	(1)	 	Guaranteed Term Plus Life;
	 
	 	(2)	 	Actuarial-Adjusted Life with a 100% Joint and Survivor Benefit; and
	 
	 	(3)	 	Actuarial-Adjusted Life with 50% Joint and Survivor Benefit.





     An eligible employee who does not timely make an initial election will receive his or her MSBP
benefits in the form of the Guaranteed Term Plus Life.



     (b) Subsequent Election.



          (1) Before January 1, 2009, an eligible employee may change the distribution option previously
selected for the eligible employee’s Post-2004 Benefit (or the default option if the eligible
employee did not make an initial election) by filing a written election with the Committee (or its
designated representative) before January 1, 2009 that satisfies both of the following:




               (A) The election does not defer to a date after December 31, 2008 any distribution of the
Post-2004 Benefit otherwise required to be made before January 1, 2009; and



               (B) The election does not accelerate to a date before January 1, 2009 any distribution of the
Post-2004 Benefit otherwise required to be made after December 31, 2008.



          (2) After December 31, 2008, an eligible employee may elect to change the distribution option
previously selected for the eligible employee’s Post-2004 Benefit (or the default option if the
eligible employee did not make an initial election) by filing a written election with the Committee
(or its designated representative) that satisfies both of the following:




               (A) The election is filed with the Committee at least 12 months before the earliest date on
which the distribution of the Post-2004 Benefit would begin under the then-current distribution
election; and



               (B) The election designates that distribution of the Post-2004 Benefit will begin at least 5
years after the earliest date on which distribution of the Post-2004 Benefit would begin under the
then-current distribution election.



Guaranteed Term Plus Life




     If the employee elects the Guaranteed Term Plus Life payment option, the employee, at the
time of employment termination, must also elect a survivor benefit of either monthly payments
or an adjusted lump sum payment. In the event that such an election is not made by the
employee, or in the event that the employee dies during active employment and at the time of
death was eligible for a Plan benefit as provided herein, the survivor benefit is assumed to be
the adjusted lump sum payment.



     The Guaranteed Term Plus Life payment option provides for a minimum of 15 years of
payments to the employee or, if the employee lives beyond the 15-year period, the payments
continue to be made to the employee for the life of the employee.



     If the employee elects the monthly payment survivor benefit and dies prior to the end of
the 15-year period, payments will continue to be made to the employee’s beneficiary or estate
for the balance of the 15-year period. At the end of this 15-year period, all payments cease
and liability of the Company under the Plan is terminated.



     If the employee elects the lump sum payment survivor benefit and dies Prior to the end of
the 15-year period, an adjusted lump sum payment is made to the employee’s designated
beneficiary or estate. The adjusted lump sum payment is determined by a standard annuity
calculation where the adjusted lump sum is the present worth of the remaining monthly benefits
in the 15-year period. The methodology and other relevant factors for



4









 







determining the amount of the adjusted lump sum payment are provided in Exhibit B. Upon
payment of the lump sum payment, all payments cease and liability of the Company under the Plan
is terminated.



Actuarial-Adjusted Life With a 100% Joint And Survivor Benefit



     This option provides for the actuarial equivalent to the benefit payment under the
Guaranteed Term Plus Life option. Upon the death of the employee and the designated
beneficiary, all payments cease and the liability of the Company under the Plan is terminated.
The actuarial equivalent benefit is provided for the life of the employee and upon the death of
the employee, 100% of the benefit is provided to the employee’s designated beneficiary for the
duration of the beneficiary’s life. If the employee’s designated beneficiary should die prior
to the employee, payments continue from the life of the employee and upon the death of the
employee all payments cease and liability of the Company under the Plan is terminated. If the
employee and designated beneficiary are the same age, the actuarial equivalent benefit equals
97.94% of the Guaranteed Term Plus Life benefit.



     If the beneficiary is younger than the employee, this percentage is reduced by 1.2% for
each 12 full months of difference in age. If the beneficiary is older than the employee, this
percentage is increased 1.2% for each 12 full months in difference in age up to a maximum of
100%.



Actuarial-Adjusted Life With A 50% Joint And Survivor Benefit



     This option provides for the actuarial equivalent to the benefit payable under the
Guaranteed Tenn Plus Life option. Upon the death of the employee and the designated beneficiary,
all payments cease and the liability of the Company under the Plan is terminated. The actuarial
equivalent benefit is provided for the life of the employee and upon the death of the employee,
50% of the benefit is provided to the employee’s designated beneficiary for the duration of the
beneficiary’s life. If the employee’s designated beneficiary should die prior to the employee,
payments continue for the life of the employee and upon the death of the employee all payments
cease and liability of the Company under the Plan is terminated. If the employee and designated
beneficiary are the same age, the actuarial equivalent benefit equals 107.72% of the Guaranteed
Term Plus Life benefit. If the beneficiary is younger than the employee, this percentage is
reduced by 1% for each 12 full months of difference in age. If the beneficiary is older than the
employee, there is no adjustment to the percentage. If the employee does not designate a
beneficiary, the actuarial equivalent benefit equals 107.72% of the Guaranteed Term Plus Life
benefit, and upon the death of the employee all payments cease and the liability of the Company
under the Plan is terminated.



Payment Calculation




Monthly payments from the Plan are determined as follows:




Step 1. Determine Gross Target Amount




The gross target amount results from multiplying the target percentage by Average Final
Compensation as defined in this Plan (see Exhibit A to determine the target percentage).




Step 2. Determine Retirement Plan Benefit




The Retirement Plan benefit results from multiplying the retirement allowance factor by
average final compensation as defined under the Retirement Plan, calculated for purposes
hereof, without regard to any limitations imposed by Section 401 (a)(17) or Section 415 of
the Internal Revenue Code, by Company service and, if applicable, by the early retirement
adjustment percentage required under the Retirement Plan.




Step 3. Determine Base Annual Target Benefit Amount



5









 







The base annual target benefit amount results from subtracting the Retirement Plan benefit
that would be payable at retirement (without regard to whether the employee elects to defer
receipt of the benefit) from the gross target amount.




Step 4. Determine Adjusted Annual Target Benefit Amount




The adjusted annual target benefit amount results from multiplying the base annual target
benefit amount by the early retirement adjustment percentage (see page 3 to determine the
early retirement adjustment percentage).




Step 5. Determine Monthly Target Benefit Amount Under The Guaranteed Term Plus Life Payment Option




The monthly target benefit amount under the Guaranteed Term Plus Life payment option is
determined by dividing the adjusted annual target benefit amount by 12.




Step 6. Actuarial-Adjusted Payment Option




If an actuarial-adjusted payment option is selected, the actuarial adjustment is applied
to the monthly target benefit amount under the Guaranteed Term Plus Life payment option.




Step 7. Adjustment to Payment Option




If an employee is not immediately eligible for a benefit under the Retirement Plan, the
gross target amount will not be adjusted in Step 3 above. In those cases,the payment
option determined in Step 6 above will be adjusted by the actuarial adjusted Retirement
Plan benefit when it is paid to the employee.




The payment determined in Step 6 above for employees with awarded service will be reduced
by the non-contributory portion of any retirement income from a previous employer when it
is paid to the employee.



Exhibit C displays examples of the Plan payment calculation procedure.




     In the event an employee receives an assessment of income taxes from the Internal Revenue
Service which treats any amount under this Plan as includible in such employee’s gross income
prior to payment of such amount to such employee, the Company shall pay an amount equal to such
income taxes to such employee within 30 days after receipt of written notice from such employee
about such assessment. The base annual target benefit amount (Step 3) shall be reduced by an
amount equal to such income taxes and Steps 4, 5 and 6 shall be reduced accordingly.



     Each payment under this Plan shall be reduced by any federal, state or local taxes which
The Detroit Edison Company determines should be withheld from such payment.



Schedule of Payments



     Plan payments, if any, are made to the employee or to the designated beneficiary on a
monthly basis.



     (a) Pre-2005 Benefit. The schedule will follow the provisions for payment under the
Retirement Plan. The accompanying examples show the effect of Retirement Plan benefits at
different times.



     (b) Post-2004 Benefit.



          (1) If the eligible employee terminates employment because of death, the survivor benefit of
the adjusted lump sum payment under the Guaranteed Term Plus Life form of benefit will be paid to
the eligible employee’s beneficiary within 90 days after the eligible employee’s death.




6









 








          (2) If the eligible employee terminates employment for any reason other than death and the
eligible employee is not a “specified employee” for purposes of Code section 409A at the time the
eligible employee’s employment terminates, the first monthly payment of an eligible employee’s
Post-2004 Benefit shall be made on the earliest of:




               (A) the first day of the month beginning after the eligible employee’s employment terminates,
if the eligible employee did not make any subsequent election after December 31, 2008 to change the
form of distribution;



               (B) the first day of the month beginning after the latest date to which distribution was
deferred by a subsequent election by the eligible employee after December 31, 2008 to change the
form of distribution; and



               (C) the 90th day after the date of the eligible employee’s death.



          (3) If the eligible employee terminates employment for any reason other than death and the
eligible employee is a “specified employee” for purposes of Code section 409A at the time the
eligible employee’s employment terminates, the first monthly payment of an eligible employee’s
Post-2004 Benefit shall be made on the earlier of:




               (A) the later of:



                    (i) the first day of the month beginning six months after the date the eligible employee’s
employment terminated; and



                    (ii) the first day of the month beginning after the latest date to which distribution was
deferred by a subsequent election by the eligible employee after December 31, 2008 to change the
form of distribution; and



               (B) the 90th day after the date of the eligible employee’s death.



     Subsequent monthly installments of the Post-2004 Benefit shall be made as of the first day of
each following month.



     The first distribution to an eligible employee subject to the 6-month delay described in
(b)(3)(A)(i) above will include all payments that would have been paid to the eligible employee if
the 6-month delay did not apply.



     The monthly benefit payable to an eligible employee under (b)(2)(B) or (b)(3)(A)(ii) above
will be actuarially adjusted to reflect the delay in commencement of monthly benefit payments. The
mortality table and interest rate applicable under the DTE Traditional Plan portion of the DTE
Energy Company Retirement Plan at the time of the eligible employee’s termination of service will
be used to actuarially adjust the monthly benefit.



     The monthly benefit payable to an eligible employee’s beneficiary under (b)(2)(C) or (b)(3)(B)
above will be actuarially adjusted to reflect the delay in commencement of monthly benefit
payments. The mortality table and interest rate applicable under the DTE Traditional Plan portion
of the DTE Energy Company Retirement Plan at the time of the eligible employee’s termination of
service will be used to actuarially adjust the monthly benefit.



Beneficiary Designation



     Each eligible participant may name any beneficiary to whom payments under the Plan are to
be paid in case of the employee’s death. Each designation will revoke all prior designations by
the employee and shall be on a form prescribed by The Detroit Edison Company and will be
effective only when filed by the employee with the Treasurer. In the absence of any such
designation, payments due shall be paid to the employee’s estate.




7











 





Taxation




     The Company makes no representation as to the tax consequences of individual payment
options. Plan participants are urged to consult tax advisors of their choice for information and
advice.



Non-Secured Promise; Amendments




     Eligible participants have the status of general unsecured creditors of the Company. This
Plan constitutes a promise by the Company to make benefit payments in the future. The Company
intends that this Plan be unfunded for tax purposes and for purposes of Title I of ERISA. The
Company intends that this Plan be maintained primarily for a select group of management or
highly compensated employees.



     Payments as they become due under the Plan to or in respect of a Company’s former employees
shall be paid by such Company from its general assets; provided, however, that no provision of
the Plan shall preclude a Company from segregating assets which are intended to be a source for
payment of benefits under the Plan.



     The Detroit Edison Company reserves the right to amend, modify, or discontinue this Plan at
any time; provided, however, that no such amendment, modification, or termination shall
adversely affect the rights of participants or beneficiaries who are receiving or are
immediately eligible to receive benefits from this Plan at the time of such amendment,
modification, or termination, without such person’s prior written consent.



     Any Controlled Group Member which has adopted the Plan 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
dissolution, merger, consolidation or reorganization of a Company, the Plan shall terminate as
to such Company unless the Plan is continued by a successor thereto (subject to the consent of
the Chairman of the Board of Directors).



     Notwithstanding the foregoing provisions of this section, no amendment, modification,
termination or withdrawal may be made after the occurrence of a Change in Control, as defined in
Addendum 1, that shall adversely affect the rights of any person who is receiving or upon
termination would thereupon be entitled to receive benefits under the Plan, without such
person’s prior written consent.



Administration, Arbitration




     The Vice President-Human Resources is responsible for the administration of the Plan. The
Vice President-Human Resources has the authority to interpret the provisions of the Plan and
prescribe any regulations relating to its administration. The decisions of the Vice
President-Human Resources with respect thereto made prior to the occurrence of a Change in
Control shall be conclusive. The Vice President-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.



     The Treasurer of the Company shall be responsible for the administration of benefits under
the Plan.



     Notwithstanding any provision in this Plan to the contrary, in the event of any dispute,
claim or controversy (hereinafter referred to as a “Grievance”) between an employee who is
eligible to receive benefits under this Plan and the Company 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 or conditions of this Plan, such Grievance shall be resolved by arbitration.
Arbitration shall be the sole exclusive remedy to redress any Grievance. 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. The arbitration
shall be conducted by American Arbitration Association in accordance with the Federal Arbitration
Act and the Employee Benefit Plan Claims Arbitration Rules of the American Arbitration
Association and expenses of the arbitrator(s) and the American Arbitration Association shall be
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. The place of the arbitration shall be the offices
of the American Arbitration Association in the Detroit Metropolitan area, Michigan. The arbitrator(s) shall
not have the jurisdiction



8









 




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




Non-Alienability and Non-Transferabilitv




     The right of a participant, participant’s spouse or beneficiary to payment of any benefit
hereunder shall not be alienated, assigned, transferred, pledged or encumbered and shall not be
subject to execution, attachment or similar process. 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.



Change-in-Control Benefit For Certain Persons




     Notwithstanding the foregoing provisions of the Plan, a participant or other employee of a
Company who has entered into a Change-in-Control Severance Agreement with DTE Energy Company
(“Change-in-Control Severance Agreement”) shall receive a benefit as provided in Addendum I to the
Plan upon termination of employment in certain circumstances following a Change in Control, as
defined in Addendum 1. In addition, any participant or beneficiary receiving a benefit under the
Plan at the time of the occurrence of a Change in Control, as defined in Addendum 1, shall receive
payment as provided in Addendum I. If a benefit is payable to a participant or other employee or
any beneficiary pursuant to Addendum 1, neither the participant or such employee, or any
beneficiary thereof, shall be entitled to any payments or further payments, as the case may be,
under the foregoing provisions of the Plan.



9









 





EXHIBIT A




TARGET PERCENTAGE




	 	 	 	 	 	 	 
	 	 	 	 	Target Percentage	 	 
	 	 	Management	 	of Average Final	 	Service
	 	 	Group	 	Compensation	 	Index
	1.
	 	Chairman of the Board
	 	60%	 	25
	 
	 	President
	 	 	 	 
	 
	 	Executive Vice President
	 	 	 	 
	 
	 	Participants who are Certain Management
	 	 	 	 
	 
	 	or Highly Compensated Employees designated
	 	 	 	 
	 
	 	as being in Group 1 by the Committee
	 	 	 	 
	 
	 	 	 	 	 	 
	2.
	 	Senior Vice President
	 	60%	 	30
	 
	 	Vice President
	 	 	 	 
	 
	 	Participants who are Certain Management
	 	 	 	 

	 
	 	or Highly Compensated Employees designated
	 	 	 	 
	 
	 	as being in Group 2 by the Committee
	 	 	 	 
	 
	 	 	 	 	 	 
	3.
	 	Detroit Edison employees/participants
	 	55%	 	35
	 
	 	other than those included
	 	 	 	 
	 
	 	in Groups 1 and 2 above and
	 	 	 	 
	 
	 	Participants who are Certain Management
	 	 	 	 
	 
	 	or Highly Compensated Employees, other
	 	 	 	 
	 
	 	than those included in Groups 1 and 2 above,
	 	 	 	 
	 
	 	designated by the Committee as eligible to
	 	 	 	 
	 
	 	participate in the Plan	 	 	 	 







     If the sum of Company service and awarded service is greater than the corresponding
service index, the target percentage is increased by 0.5% for each year of service above
the index. If the sum of Company service and awarded service is less than the
corresponding service index, the target percentage is reduced by 1% for each year of
service below the index for employees in Groups I and 2 and by 1.5% for each year of
service below the index for employees in Group 3.



     Company service is calculated to the nearest whole month. Awarded service is
determined by the sole discretion of the Committee. The target percentage is adjusted
accordingly if the service index results in fractional years.



1









 





EXHIBIT B





Table for Determining the Adjusted Lump Sum Payment Under the Guaranteed Term Plus Life
Payment Option (Per $1,000 of Adjusted Annual Target Benefit Amount)




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Remaining

Years Of

Guaranteed

Term

Payment	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Interest Rate	 	6%	 	7%	 	8%	 	9%	 	10%	 	11%	 	12%
	 	 	 
	15
	 	$	9,875	 	 	$	9,271	 	 	$	8,720	 	 	$	8,216	 	 	$	7,755	 	 	$	7,332	 	 	$	6,943	 
	14
	 	 	9,456	 	 	 	8,909	 	 	 	8,406	 	 	 	7,945	 	 	 	7,520	 	 	 	7,128	 	 	 	6,767	 
	13
	 	 	9,012	 	 	 	8,520	 	 	 	8,067	 	 	 	7,648	 	 	 	7,260	 	 	 	6,901	 	 	 	6,569	 
	12
	 	 	8,540	 	 	 	8,103	 	 	 	7,699	 	 	 	7,323	 	 	 	6,973	 	 	 	6,648	 	 	 	6,345	 
	11
	 	 	8,038	 	 	 	7,656	 	 	 	7,300	 	 	 	6,967	 	 	 	6,656	 	 	 	6,365	 	 	 	6,093	 
	10
	 	 	7,506	 	 	 	7,177	 	 	 	6,868	 	 	 	6,578	 	 	 	6,306	 	 	 	6,050	 	 	 	5,808	 
	9
	 	 	6,941	 	 	 	6,663	 	 	 	6,401	 	 	 	6,153	 	 	 	5,919	 	 	 	5,698	 	 	 	5,488	 
	8
	 	 	6,341	 	 	 	6,112	 	 	 	5,895	 	 	 	5,688	 	 	 	5,492	 	 	 	5,305	 	 	 	5,127	 
	7
	 	 	5,704	 	 	 	5,521	 	 	 	5,347	 	 	 	5,179	 	 	 	5,020	 	 	 	4,867	 	 	 	4,721	 
	6
	 	 	5,028	 	 	 	4,888	 	 	 	4,753	 	 	 	4,623	 	 	 	4,498	 	 	 	4,378	 	 	 	4,263	 
	5
	 	 	4,310	 	 	 	4,208	 	 	 	4,110	 	 	 	4,014	 	 	 	3,922	 	 	 	3,833	 	 	 	3,746	 
	4
	 	 	3,548	 	 	 	3,480	 	 	 	3,413	 	 	 	3,349	 	 	 	3,286	 	 	 	3,224	 	 	 	3,164	 
	3
	 	 	2,739	 	 	 	2,699	 	 	 	2,659	 	 	 	2,621	 	 	 	2,583	 	 	 	2,545	 	 	 	2,509	 
	2
	 	 	1,880	 	 	 	1,861	 	 	 	1,843	 	 	 	1,824	 	 	 	1,806	 	 	 	1,788	 	 	 	1,770	 
	1
	 	 	968	 	 	 	963	 	 	 	958	 	 	 	953	 	 	 	948	 	 	 	943	 	 	 	938	 
	0
	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 






NOTES:





	 	(1)	 	Interest rate is determined by the current prime interest rate of the NBD Bank less
2%.
	 
	 	(2)	 	Apply linear interpolation for partial years remaining in guaranteed term period
and adjustments for fractional interest rates.
	 
	 	(3)	 	Exhibit B shows the information to perform a standard annuity due calculation. It
is the present worth of a stream of monthly payments of $1,000/12 per month
made at the end of the month and continuing for the number of months remaining.





The formula is:





     Adjusted
Lump Sum = Pmt x (I -(I + i) -’)/i


    Where i is the NBD Bank Prime rate less 2% divided by 12 and n is the number of months
remaining. Pmt is $1,000/12 or $83.33.



EXHIBIT C




2









 








Example I




Assumptions:




	 	 	 	 
	 	Date of Termination:
	 	January 31, 1998
	 	Age at Termination:
	 	65 Years, 0 Months
	 	Position:
	 	Vice President
	 	MSBP Average Final Compensation:
	 	$216,000
	 	Retirement Plan Average Final Compensation:
	 	$180,000
	 	Company Service:
	 	25 Years, 0 Months
	 	Retirement Allowance Factor:
	 	.014
	 	Payment Option:
	 	Guaranteed Term Plus Life
	 	 
	 	(Survivor benefit - monthly payment)







	 	 	 	 
	 	(Given the above, the target percentage is 55%)

	 
	 	Step 1:
	 	55% x $216,000 = $118,800
	 	Step 2:
	 	.014 x $180,000 x 25 = $63,000
	 	Step 3:
	 	$118,800 - $63,000 = $55,800
	 	Step 4:
	 	$55,800 x 100% = $55,800
	 	Step 5:
	 	$55,800/12 = $4,650







Monthly payments of $4,650 will be made for 15 years, or for the life of the employee if
greater than 15 years.



Example 1A





Assumptions listed for Example I apply with the exception of the following:



	 	 	 	 
	 	Payment Option:
	 	Guaranteed Term Plus Life
	 	 
	 	(Survivor benefit - lump sum payment)
	 	 
	 	 
	 	NBD Bank
	 	9%
	 	 
	 	 
	 	Prime Interest Rate:
	 	 
	 	Date of Employee’s Death:
	 	January 31, 2003







Monthly payments of $4,650 are made for the life of the employee (see Example 1). Upon
the death of the employee (January 31, 2003), a lump sum payment of $400,476.60 is made
to the beneficiary (see Exhibit B).



3









 





EXHIBIT C (continued)




Example 2




Assumptions:




	 	 	 	 
	 	Date of Termination:
	 	January 31, 1998
	 	Age at Termination:
	 	58 Years, 6 Months
	 	Position:
	 	Vice President
	 	MSBP Average Final Compensation:
	 	$216,000
	 	Retirement Plan-Average Final Compensation:
	 	$180,000
	 	Company Service:
	 	25 Years, 6 Months
	 	Retirement Allowance Factor:
	 	.014
	 	Payment Option:
	 	Guaranteed Term Plus Life
	 	 
	 	(Survivor benefit-monthly payments)







	 	 	 	 
	 	(Given the above, the target percentage is 55.5%)

	 
	 	Step 1:
	 	.555 x $216,000 = $119,880
	 	Step 2:
	 	.014 x $180,000 x 25.5 x .91 = $58,477
	 	Step 3:
	 	$119,880 - $58,477 = $61,403
	 	Step 4:
	 	$61,403 x .88 = $54,035
	 	Step 5:
	 	$54,035/12 = $4,503







Monthly payments of $4,503 will be made for 15 years, or for the life of the employee if
greater than 15 years.



Example 2A.




Assumptions listed for Example 2 apply with the exception of the following:




	 	 	 	 
	 	Payment Option:

	 	Actuarial-Adjusted Life with a
100% Joint and Survivor Benefit
	 	 
	 	 
	 	Employee/Beneficiary

	 	Beneficiary is two years younger than the employee
	 	Age Difference:

	 	 
	 
	 	Step I — Step 5:

	 	Same as Example 2. The monthly
benefit under the Guaranteed
Term Plus Life option is $4,503
	 
	 	Step 6:

	 	$4,503 x.9554 = $4,302







Monthly payments of $4,302 are made for the life of the employee. Upon the death of the
employee, monthly payments of $4,302 are made for the life of the designated beneficiary.
Upon the death of the designated beneficiary, all payments cease.



4









 





EXHIBIT C (continued)




Example 2B





Assumptions listed for Example 2A apply with the exception of the following:



	 	 	 	 
	 	Payment Option:

	 	Actuarial-Adjusted Life with a 50%
Joint and Survivor Benefit
	 	 
	 	 
	 	Step 1 — Step 5:

	 	Same as Example 2. The monthly
benefit under the Guaranteed
	 	 
	 	 
	 	Step 6:

	 	Term Plus Life option is $4,503


$4,503 x 1.0572 = $4,760







Monthly payments of $4,760 are made for the life of the employee. Upon the
death of the employee, monthly payments of $2,380($4,760 x 50%) are made for
the life of the designated beneficiary. Upon the death of the designated
beneficiary, all payments cease.



Example 3




Assumptions:




	 	 	 	 
	 	Date of Termination:
	 	January 31, 1998
	 	Age at Termination:
	 	60 Years, 0 Months
	 	Position:
	 	Vice President
	 	MSBP Average Final Compensation:
	 	$216,000
	 	Retirement Plan Average Final Compensation:
	 	$180,000
	 	Company Service:
	 	14 Years, 0 Months
	 	Awarded Service:
	 	10 Years, 0 Months
	 	Retirement Allowance Factor:
	 	.014
	 	Employee/Beneficiary Age Difference:
	 	Beneficiary is two years younger
than the employee
	 	Payment Option:
	 	Actuarial-Adjusted Life with a 100% Joint and Survivor Benefit
	 	Monthly Pension from Previous Employer 

at age 65:
	 	$2,000






4









 





EXHIBIT C (continued)





	 	 	 	 
	 	(Given the above, the target percentage is 54%)

	 
	 	Step 1:

	 	54% x $216,000 = $116,640
	 
	 	Step 2:

	 	$0 (Employee is
ineligible for an immediate benefit under the
Retirement Plan)
	 
	 	Step 3:

	 	$116,640 - $0 = $116,640
	 
	 	Step 4:

	 	$116,640 x 100% = $116,640
	 
	 	Step 5:

	 	$116,640/12 = $9,720
	 
	 	Step 6:

	 	$9,720 x .9554 = $9,286







Monthly payments of $9,286 will be made until a benefit is payable (age 65 in
Example 3) under the Retirement Plan and from the previous employer. At that time
the benefit payable under the MSBP will be offset by an amount equivalent to the
benefit paid under the Retirement Plan (Step 7 — Option H assumed) and the
benefit paid by the previous employer.



	 	 	 	 	 
	 

	 	Step 7:
	 	Monthly Retirement Plan Benefit:
	 

	 	 	 	.014 x $180,000 x 14 x.88 = $31,046/12 $2,587
	 
	 	 	 	 
	 	 	Reductions to MSBP Benefit:
	 	 	Retirement Plan $9,286 - $2,587 = $6,699

	 	 	Previous Employer $6,699 - $2,000 = $4,699






Monthly payments of $4,699 are made for the life of the employee. Upon the death of the
employee, monthly payments of $4,699 are made for the life of the designated beneficiary.
Upon the death of the designated beneficiary, all payments cease.



6









 





EXHIBIT D




	 	 	 	 	 
	 

	 	Active:	 	 
	 
	 

	 	Gerard M Anderson
	 	Leslie L Loomans
	 

	 	Joseph P Arresto
	 	Barry Markowitz
	 

	 	Susan M Beale
	 	Ronnie A May
	 

	 	Donald J Brett
	 	David E Meador
	 

	 	Daniel G Brudzynski
	 	S. Snick Meyers
	 

	 	Robert J Buckler
	 	Sandra J Miller
	 

	 	Michael E Champley
	 	Steven M Nagy
	 

	 	Frederic E Champnella H
	 	Christopher C Nern
	 

	 	Paul A Childs
	 	William T O’Connor Jr
	 

	 	James F Connelly
	 	Evan J O’Neil
	 

	 	Anthony F Earley Jr
	 	David L Peterson
	 

	 	Katherine E Fellows
	 	A R Pierce Jr
	 

	 	Paul Fessler
	 	Peter J Pintar
	 

	 	Larry G Garberding
	 	Michael C Porter
	 

	 	Lonnie E Gillum
	 	Jean M Redfield
	 

	 	Douglas R Gipson
	 	Thomas M Roberts
	 

	 	Paul R Gurizzian
	 	William R Roller
	 

	 	Lynne E Halpin
	 	J J Roosen
	 

	 	T M Holton
	 	Albert J Tack
	 

	 	Robert J Horn
	 	S M Taylor
	 

	 	Thomas A Hughes
	 	Richard C Viinikainen
	 

	 	Melinda A Jones
	 	Morley A Wassermarm
	 

	 	Ronald L Klinect
	 	Joseph L Welch
	 

	 	Gary E Lapplander
	 	John M Wisniewski
	 

	 	Robert S Lenart
	 	Alan J Yonkman
	 

	 	John E Lobbia	 	 
	 
	 	 	 	 
	 

	 	Retired:	 	 
	 
	 

	 	Norman Barthlow
	 	Willard Holland
	 

	 	Leon Cohan
	 	Walter McCarthy
	 

	 	Malcolm Dade
	 	Robert McKeon
	 

	 	Ronald Gresens
	 	James O’Hara
	 

	 	Ernest Grove
	 	Richard Thomas
	 

	 	 	 	Saul Waldman







7











 





SIXTH RESTATEMENT OF

THE DETROIT EDISON COMPANY

MANAGEMENT SUPPLEMENTAL BENEFIT PLAN

ADDENDUM I




CHANGE-IN-CONTROL BENEFITS




          A change in control (“Change in Control”) for purposes of the Plan and this Addendum I
shall have occurred if at any time on or after October 1, 1997 any of the following events
shall occur:





(1) DTE Energy Company (“DTE”) is merged, consolidated or reorganizedinto or with
another corporation or other legal person, and as a result ofsuch merger, consolidation or
reorganization less than 55% of thecombined voting power of the then-outstanding securities
of suchcorporation or person immediately after such transaction is held in theaggregate by
the holders of the then-outstanding securities entitled to votegenerally in the election of
directors (the “Voting Stock”) of DTE immediately prior to such transaction;




(2) DTE sells or otherwise transfers all or substantially all of its assets toanother
corporation or other legal person, and as a result of such sale ortransfer, less 55% of the
combined voting power of the then-outstandingVoting 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 (as hereinafter defined)) by the holders
of Voting Stock of DTE immediately prior to such sale or transfer;




(3) There is a report filed on Schedule 13D or Schedule 14D-1 (or any successor schedule,
form or report), each as promulgated pursuant to the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), disclosing that any person (as the term “person” is used in
Section 13(d)(3) or Section 14(d)(2) of the Exchange Act) has become the beneficial owner
(as the term “beneficial owner” is defined under Rule 13d-3 or any successor rule or
regulation promulgated under the Exchange Act) of securities representing 20% or more of
the combined voting power of the then-outstanding Voting Stock of DTE;




(4) DTE files a report or proxy statement with the Securities and Exchange Commission
pursuant to the Exchange Act disclosing in response to Form 8-K or Schedule 14A (or any
successor schedule, form or report or item therein) that a change in control of DTE will
occur in the future pursuant to a then-existing contract or transaction which when
consummated would be a Change in Control determined without regard to this paragraph 4;




(5) If, during any period of two consecutive years, individuals who at the beginning ofany
such period constitute the directors of DTE cease for any reason to constituteat least a
majority thereof; provided, however, that for purposes of this paragraph(5) each
director who is first elected, or first nominated for election, by DTE’sstockholders, by a
vote of at least two-thirds of the directors of DTE (or a committee thereof) then still in
office who were directors of DTE at the beginning of any such period will be deemed to
have been a director of DTE at the beginning of such period; or




(6) The approval of the shareholders of DTE of a complete liquidation or dissolution of
DTE.



     Notwithstanding the foregoing provisions of paragraph (3) or (4) above, unless
otherwise determined in a specific case by majority vote of the Board of Directors of
DTE, a “Change in Control” shall not be deemed to have occurred for purposes of
paragraph (3) or (4) solely because (i) DTE, (ii) an entity in which DTE directly or
indirectly beneficially owns 50% or more of the outstanding Voting Stock (a
“Subsidiary”), or (iii) any DTE sponsored employee stock ownership plan or any other
employee benefit plan of DTE or any Subsidiary either files or becomes obligated to file
a report or a proxy statement under or in response to Schedule 13D, Schedule 14D-1, Form
8-K or Schedule 14A (or any successor schedule, form or report or item therein) under
the Exchange Act disclosing beneficial



8









 







ownership by it of shares of Voting Stock, whether in excess of 20% or otherwise or
because DTE reports that a Change in Control of DTE has occurred or will occur in the
future by reason of such beneficial ownership.



     In the event a Change in Control (as determined without regard to paragraph (4) above)
occurs, any participant or former employee, or beneficiary thereof, who as of the date of the
occurrence of the Change in Control is receiving benefits under the Plan shall be paid in cash
in a lump sum an amount equal to the actuarial equivalent present value of the remaining
Pre-2005 Benefits, determined as of the date of payment, that are payable to or in respect of
such person under the Plan (including survivor benefits, if applicable). Payment in a cash lump
sum of the actuarial equivalent present value of the remaining Post-2004 Benefits will be made
only if the event satisfies the definition of a “change in control” for purposes of Code Section
409A.



     In the event a Change in Control occurs, any participant or employee of a Company who has
entered into a Change-in-Control Severance Agreement and whose employment is terminated after
the occurrence of the Change in Control in circumstances entitling the individual to severance
compensation under Section 4 (before October 31, 2007) or Section 3(a) (effective October 30,
2007) of the Change-in-Control Severance Agreement shall be entitled to a cash lump sum payment
under the Plan if (i) the participant or employee is at least age 47 and 7 months (after the
application of the additional age credit as provided in paragraph (2) below) and (ii) the
participant or employee otherwise meets the requirements for participation in the Plan set forth
under “Eligibility” (except that the participant or employee need not be at least acre 55 and
have at least 10 years of Company service and for purposes of clause (1) under the second
paragraph under “Eligibility” the participant oremployee need only have been a member of
Management Council or, if applicable, be a Certain Management or Highly Compensated Employee
immediately prior to the occurrence of the Change in Control or at any time thereafter). The
amount of such payment shall be equal to the actuarial equivalent present value of the benefit,
if any, that would otherwise be payable to the participant or employee under the Plan under the
Guaranteed Term Plus Life payment option determined as otherwise provided in the Plan but with
the following modifications:




(1) Awarded service and the management group in which the participant or employee
is a member shall be determined immediately prior to the time of termination, or
the time of the occurrence of the Change in Control, if greater.




(2) The Plan benefit shall be determined by assuming the participant has two
additional years each of age and Company service for purposes of the Plan, as
provided in Section 4(a)(ii) (before October 30, 2007) or Section 3(a)(4)(B)
(effective October 30, 2007) of the Change in-Control Severance Agreement.




(3) If the participant or employee is not eligible for-immediate payment of a
benefit under the Retirement Plan, the Plan benefit to which the participant or
employee is entitled shall be determined without regard to Step 2 under “Payment
Calculation”, but instead the lump sum payable under this Addendum I shall be
reduced by the actuarial equivalent of the Retirement Plan benefit as provided in
paragraph (6) below.




(4) If the participant or employee is under age 55 (after the application of
paragraph (2) above), the applicable early retirement adjustment percentage shall
be determined as follows:



	 	 	 
	Age At	 	Early Retirement
	Termination	 	Adjustment Percentage
	55
	 	60%
	54
	 	52%
	53
	 	44%
	52
	 	36%
	51
	 	28%
	50
	 	20%
	49
	 	12%
	48
	 	4%






9









 






	 	 	 
	Age At	 	Early Retirement
	Termination	 	Adjustment Percentage
	47.5
	 	0%







(5) If the participant or employee has received awarded service under the Plan, the
lump sum payable shall be reduced by the actuarialequivalent of the
non-contributory portion of the retirement income expected or being received from
the participant’s or employee’s previous employer.




(6) If a participant or employee is not eligible for immediate payment of a benefit
under the Retirement Plan, the lump sum payable shall be reduced by the actuarial
equivalent of the benefit to which the employee is entitled at age 65 under the
Retirement Plan as determined without regard to any limitation imposed by Section
401(a)(17) or Section 415 of the Internal Revenue Code.



     Upon the foregoing payment, no further benefits shall be payable under the Planto such
participant or employee or beneficiary thereof. Payments of Pre-2005 Benefits under this Addendum I
shall be made within 30 days after the date on which the Change in Control occurs or, if later, the
date the participant or employee terminates employment. Payments of Post-2004 Benefits under this
Addendum I shall be made within 30 days after:



     (a) the later of the date the Change in Control occurs or the participant or employee
terminates employment, if the Change in Control event satisfies the definition of a “change in
control” for purposes of Code Section 409A; or



     (b) the date the participant or employee terminates employment, if the Change in Control event
does not satisfy the definition of a “change in control” for purposes of Code Section 409A.



     For purposes of this Addendum 1, the interest/discount rate and mortality table used
to determine actuarial equivalence shall be as follows:




(1) Interest/discount Rate — an annual rate equal to the Fed’s Fund Rate (as of
the first business day of the calendar month in which the Change in
Control or termination, if later, occurs) plus 1%, but in no event shall
the
interest/discount rate exceed 8% or be less than 5%.




(2) Mortality Table — the unisex version of the mortality table used for funding
purposes of the most recent actuarial valuation for the Plan issued prior
to
the date of the Change in Control as defined in the DTE Change-in
Control Severance Agreements.




10









 








Appendix B




Frozen MSBP Participants

As of January 1, 2001




	 	 	 	 	 	 	 	 	 
	Name	 	 	ID	 	 	Awarded Service
	Joseph Arresto
	 	 	46359	 	 	 	0	 
	Nazoor Baig
	 	 	45932	 	 	 	0	 
	David Broome
	 	 	47897	 	 	 	0	 
	Daniel G. Brudzynski
	 	 	54035	 	 	 	0	 
	Michael Carlen
	 	 	47431	 	 	 	0	 
	Paul Childs
	 	 	36749	 	 	 	0	 
	Donald Cobb
	 	 	53568	 	 	 	14	 
	James Connelly
	 	 	34157	 	 	 	0	 
	Vincent Dow
	 	 	47262	 	 	 	0	 
	Paul Fessler
	 	 	44362	 	 	 	0	 
	James Gessner
	 	 	40559	 	 	 	0	 
	Lonnie Gillium
	 	 	34222	 	 	 	0	 
	Edward Hansen
	 	 	33748	 	 	 	0	 
	Robert Horn
	 	 	46028	 	 	 	0	 
	John Howell, Jr.
	 	 	42191	 	 	 	0	 
	Thomas A. Hughes
	 	 	46765	 	 	 	0	 
	George Jackson, Jr.
	 	 	44416	 	 	 	0	 
	Melinda Jones
	 	 	44527	 	 	 	0	 
	Naif A. Khouri
	 	 	54788	 	 	 	0	 
	Paul Knutson
	 	 	41820	 	 	 	0	 
	Leslie Krystowiak
	 	 	46735	 	 	 	0	 
	Gary Lapplander
	 	 	44281	 	 	 	0	 
	Barry Markowitz
	 	 	52955	 	 	 	12	 
	Nancy Moody
	 	 	51767	 	 	 	0	 
	Peter Oleksiak
	 	 	54420	 	 	 	0	 
	Steve Nagy
	 	 	54520	 	 	 	5	 
	Evan O’Neil
	 	 	100301	 	 	 	15	 
	Robert A. Pierce
	 	 	44945	 	 	 	0	 
	Peter Pintar
	 	 	54132	 	 	 	0	 
	Edward Rahill
	 	 	54781	 	 	 	0	 
	Jean Redfield
	 	 	52786	 	 	 	0	 
	Thomas Roberts
	 	 	37542	 	 	 	0	 
	Randall Rutkofske
	 	 	46546	 	 	 	0	 
	Robert Sable
	 	 	55779	 	 	 	0	 
	Albert Tack
	 	 	33141	 	 	 	0	 
	Joseph Welch
	 	 	42410	 	 	 	0	 
	William Wilson
	 	 	33905	 	 	 	0	 
	John Wisniewski
	 	 	37375	 	 	 	0	 
	Alan Yonkman
	 	 	43178	 	 	 	0	 






11









 






Appendix C




Grandfathered MSBP Participants

As of January 1, 2001




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Awarded	 	Group I or II
	Name	 	ID	 	Service	 	Service Date
	Gerard M. Anderson
	 	 	52716	 	 	 	0	 	 	 	04/30/93	 
	Susan M. Beale
	 	 	49507	 	 	 	0	 	 	 	03/27/95	 
	Robert J. Buckler
	 	 	43514	 	 	 	0	 	 	 	12/30/90	 
	Michael E. Champley
	 	 	42462	 	 	 	0	 	 	 	12/29/92	 
	Anthony F. Earley, Jr.
	 	 	52729	 	 	 	15	 	 	 	04/01/93	 
	Larry Garberding
	 	 	52139	 	 	 	25	 	 	 	07/30/90	 
	Douglas R. Gipson
	 	 	51609	 	 	 	14	 	 	 	07/01/92	 
	Ronnie A. May
	 	 	49933	 	 	 	0	 	 	 	08/03/98	 
	David E. Meador
	 	 	53751	 	 	 	10	 	 	 	02/28/97	 
	S. Snick Meyers
	 	 	54007	 	 	 	15	 	 	 	01/01/97	 
	Sandra Miller
	 	 	37358	 	 	 	0	 	 	 	03/30/98	 
	William T. O’Connor, Jr.
	 	 	53210	 	 	 	15	 	 	 	05/15/00	 
	Eric Peterson
	 	 	55794	 	 	 	0	 	 	 	09/05/00	 
	Michael C. Porter
	 	 	54108	 	 	 	10	 	 	 	09/15/97	 
	William R. Roller
	 	 	35563	 	 	 	0	 	 	 	04/29/96	 
	S. Martin Taylor
	 	 	51805	 	 	 	19	 	 	 	06/30/90	 
	Theodore Vogel
	 	 	55426	 	 	 	0	 	 	 	03/31/00	 






12









 






Appendix D




Grandfathered SDRIP Participants




H. Lee Dow III

Paul Geick

Joyce Hayes-Giles

Steven Kurmas

Sharon O’Neil

Fred Shell




13









 





Appendix E




Grandfathered SDRIP Participants

100% Vested as of June 1, 2002




Stephen E. Ewing

Harold Gardner





14