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                                                                   EXHIBIT 10-31


                               DTE ENERGY COMPANY
                                 RETIREMENT PLAN
                           FOR NON-EMPLOYEE DIRECTORS
           (AS AMENDED AND RESTATED EFFECTIVE AS OF DECEMBER 31, 1998)

1.       PURPOSE

         In order to provide a retirement allowance for service as a director
         while not an employee of The Detroit Edison Company ("DECO"), The
         Detroit Edison Company Retirement Plan For Non-Employee Directors was
         established effective January 1, 1990. As the result of the Agreement
         and Plan of Exchange effective January 1, 1996, DTE Energy Company (the
         "Company") became the parent holding company of DECO. Accordingly, the
         Company established the DTE Energy Company Retirement Plan for
         Non-Employee Directors (the "Plan") to provide a retirement allowance
         for service as a director of the Company and/or of DECO while not an
         employee of the Company, DECO or their Affiliates, and The Detroit
         Edison Company Retirement Plan for Non-Employee Directors was merged
         into the Plan, all effective as of January 1, 1996, (the "Effective
         Date"). The Company now desires to amend and restate the Plan to freeze
         participation in and the benefits provided under the Plan effective as
         of December 31, 1998. The terms and conditions of the Plan, as amended
         and restated effective as of December 31, 1998, are hereinafter set
         forth.

2.       ELIGIBILITY

         This Plan provides a monthly retirement allowance to each director
         ("participant") of the Company or of DECO who has served (a) on any and
         all of the Board of Directors of the Company and the Board of Directors
         of DECO (each of which is referred to herein as a "Board" and
         collectively as the "Boards") as a director for five or more years (not
         counting any year more than once) and (b) as a director of the Company
         or of DECO at any time on or after the Effective Date and prior to
         January 1, 1999 while not an employee of the Company, DECO or any
         Affiliate; provided, however, that the requirement in clause (a) above
         to have served as a director for five or more years will not be
         applicable to any director of the Company or DECO on December 31, 1998.
         In addition, each former director of DECO who was receiving benefits
         under The Detroit Edison Company Retirement Plan for Non-Employee
         Directors immediately prior to the Effective Date shall be a
         participant herein and entitled on and after the Effective Date to
         continued payment under this Plan of the benefit the participant was
         entitled to under The Detroit Edison Company Retirement Plan for
         Non-Employee Directors. For purposes of the Plan, "Affiliate" shall
         mean any entity in which the Company directly or indirectly owns more
         than 50% of the voting securities.

3.       AMOUNT OF DISTRIBUTION

         (1)      The monthly retirement allowance in respect of a participant
                  terminating service from the Boards on or after the Effective
                  Date shall be determined as follows:

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(1)  The monthly retirement allowance in respect of a participant who is a
     member of the Board of Directors of the Company and of DECO immediately
     prior to the participant's termination of service from all Boards on which
     the participant was serving will be equal to one-twelfth (1/12th) of the
     sum of (A) the aggregate annual cash retainer (not including Committee
     Chairman's Fees and Board meeting, Board committee meeting or Company or
     DECO-related meeting fees) for members of the Board of Directors of the
     Company and of DECO in effect on the earlier of the date of the
     participant's termination of service from such Boards or December 31, 1998
     and (B) the aggregate cash value of the stock, if any, awarded to the
     participant under the Long-Term Incentive Plan of the Company or DECO and,
     if applicable, the resolutions of the Board of Directors of the Company
     approved on September 22, 1997, in each case on the date of the most recent
     annual meeting of shareholders of the Company or DECO, as the case may be,
     occurring prior to the earlier of the date of participant's termination of
     service from the Boards or January 1, 1999. For this purpose, the cash
     value of any stock awarded to the participant under the Long-Term Incentive
     Plan or the aforesaid resolutions of the Board of Directors of the Company
     shall be equal to the number of shares of stock awarded to the participant
     multiplied by the average of the high and low sales prices of such stock as
     listed in the Wall Street Journal for the New York Stock Exchange
     Composite Tape on the date of award, or if such date is not a business day,
     on the business day immediately preceding the award date.


(2)  The monthly retirement allowance in respect of a participant who is not
     a member of the Board of Directors of DECO but is a member of the Board of
     Directors of the Company immediately prior to the participant's termination
     of service from all Boards on which the participant was serving will be
     equal to one-twelfth (1/12th) of the sum of (A) the annual cash retainer
     (not including Committee Chairman's Fees and Board meeting, Board committee
     meeting or Company or DECO-related meeting fees) for members of the Board
     of Directors of the Company in effect on the earlier of the date of the
     participant's termination of service from such Board or December 31, 1998
     and (B) the aggregate cash value of the stock, if any, awarded to the
     participant under the Long-Term Incentive Plan of the Company or DECO and,
     if applicable, the resolutions of the Board of Directors of the Company
     approved on September 22, 1997, in each case on the date of the most recent
     annual meeting of shareholders of the Company or DECO, as the case may be,
     occurring prior to the earlier of the date of participant's termination of
     service from the Board of Directors of the Company or January 1, 1999. For
     this purpose, the cash value of any stock awarded to the participant under
     the Long-Term Incentive Plan or the aforesaid resolutions of the Board of
     Directors of the Company shall be equal to the number of shares of stock
     awarded to the participant multiplied by the average of the high and low
     sales prices of such stock as listed in the Wall Street Journal for the New
     York Stock Exchange
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          Composite Tape on the date of award, or if such date is not a business
          day, on the business day immediately preceding the award date.

     (3)  The monthly retirement allowance in respect of a participant who
          is not a member of the Board of Directors of the Company but is a
          member of the Board of Directors of DECO immediately prior to the
          participant's termination of service from all Boards on which the
          participant was serving will be equal to one-twelfth (1/12th) of the
          sum of (A) the annual cash retainer (not including Committee
          Chairman's Fees and Board meeting, Board Committee meeting or Company
          or DECO-related meeting fees) for members of the Board of Directors of
          DECO in effect on the earlier of the date of the participant's
          termination of service from such Board or December 31, 1998 and (B)
          the aggregate cash value of the stock, if any, awarded to the
          participant under the Long-Term Incentive Plan of the Company or DECO
          and, if applicable, the resolutions of the Board of Directors of the
          Company approved on September 22, 1997, in each case on the date of
          the most recent annual meeting of shareholders of the Company or DECO,
          as the case may be, occurring prior to the earlier of the date of
          participant's termination of service from the Board of Directors of
          DECO or January 1, 1999. For this purpose, the cash value of any stock
          awarded to the participant under the Long-Term Incentive Plan or the
          aforesaid resolutions of the Board of Directors of the Company shall
          be equal to the number of shares of stock awarded to the participant
          multiplied by the average of the high and low sales prices of such
          stock as listed in the Wall Street Journal for the New York Stock
          Exchange Composite Tape on the date of award, or if such date is not a
          business day, on the business day immediately preceding title award
          date.

(2)  Payments shall be made monthly commencing with the month following such
     participant's termination of service from all of the Boards on which the
     participant was serving.

(3)  In the event a participant receives an assessment of income taxes from
     the Internal Revenue Service which treats any amounts payable under this
     Plan as being includible in such participants gross income prior to the
     actual payment of such amount to such participant, the Company shall pay,
     or cause to be paid, an amount equal to such income taxes to such
     participant within 30 days after written notice from such participant of
     such assessment. The amount of the monthly retirement allowance which would
     otherwise be paid following such participants termination of service on the
     Boards shall be reduced, dollar for dollar, starting with the first such
     payment, by the amount of income taxes previously advanced to the
     participant hereunder, until such amount has been fully recovered under the
     Plan.

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

(5)  Benefits under this Plan should be payable solely from the general
     assets of the Company or DECO, as the case maybe. Each participant in this
     Plan shall have the 
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          status of a general unsecured creditor of the Company or of DECO,
          respectively. This Plan constitutes a promise by the Company or DECO,
          as the case may be, to make benefit payments in the future. It is
          intended that this Plan be unfunded for tax purposes and that this
          Plan shall remain unfunded during the entire period of its existence.

4.   DURATION

     The monthly retirement allowance payments will continue for a period equal
     to the aggregate number of months served on any and all of the Boards prior
     to January 1, 1999 while not an employee of the Company, DECO or any
     Affiliate (but not counting any month more than once), or until the
     participant's death, whichever occurs first. In the event of death prior to
     the conclusion of scheduled payments under this Plan, any and all liability
     of the Company and DECO under this Plan is terminated. The participant's
     estate shall have no rights hereunder. There is no allowance to a surviving
     spouse or other beneficiary.

5.   SUSPENSION OF PAYMENTS 

     Payment of the retirement allowance to a participant who is again elected
     to the Board of Directors of the Company or of DECO will be suspended. 
     Any future allowance will not be recalculated, and the amount of retirement
     allowance on subsequent termination will remain unchanged. The duration of
     payments upon subsequent termination will be determined by the cumulative
     number of whole months served on any and all of the Boards prior to
     January 1, 1999 (not counting any month more than once) minus the number of
     retirement allowance payments received prior to re-election to a Board.

6.   NONALIENATION OF BENEFITS

     The right of a participant to payment of a retirement allowance hereunder
     shall not be anticipated, alienated, sold, assigned, transferred, pledged,
     encumbered, attached, or garnished by a participant or a participant's
     creditors and shall not be subject to garnishment, execution, attachment,
     or similar process. Any attempted anticipation, sale, assignment, transfer,
     pledge, levy, encumbrance, attachment, garnishment, or similar process
     shall be null and void and without effect.

7.   ADMINISTRATION; ARBITRATION

     (1)  This Plan shall be administered by the Corporate Governance
          Committee of the Board of Directors of the Company (the "Corporate
          Governance Committee"), who shall have full power and authority to
          make each determination provided for in this Plan, to interpret this
          Plan, and to establish rules, regulations and procedures for carrying
          out its purpose. 
          
     (2)  The Secretary of the Company shall be responsible for recordkeeping
          under this Plan and shall also be responsible for making, or causing
          to be made, all payments provided for by this Plan.
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(3)  Notwithstanding Section 7(a) hereof, in the event of any dispute,
     claim, or controversy (hereinafter referred to as a "Grievance") between a
     director 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
     director 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 7(c).

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

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

     (3)  The arbitration shall be conducted by the American Arbitration
          Association in accordance with the Commercial Arbitration Rules of the
          American Arbitration Association and expenses of the arbitrators and
          the American Arbitration Association shall be borne by the Company.
          Neither the Company nor such director shall be entitled to attorneys'
          fees, expert witness fees, or other expenses expended in the course of
          such arbitration or the enforcement of any award rendered thereunder.

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

     (5)  The arbitrator(s) shall not have the jurisdiction or authority to
          change any of the provisions of this Plan by alteration of, addition
          to, or subtraction from the terms thereof. The arbitrator(s)' sole
          authority shall be to apply any terms and conditions of this Plan.
          Since arbitration is the exclusive remedy with respect to any
          Grievance, no director eligible to receive benefits provided under
          this Plan has the right to resort to any federal court, state court,
          local court, or any 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 director or the Company with respect to
          any Grievance which is arbitrable as herein set forth.

     (6)  The arbitration provisions shall, with respect to any Grievance,
          survive the termination of this Plan.
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     (4)  This Plan is a non-contributory, non-qualified and unfunded plan
          and represents only an unsecured general obligation of the Company and
          of DECO, respectively. Neither the foregoing or any other provision of
          this Plan shall preclude, however, the Company or DECO from
          segregating assets which are intended to be a source for payment of
          benefits under this Plan. The Company shall pay, or cause to be paid,
          benefit payments to which a director is entitled under this Plan from
          the general assets of the Company or DECO, as the case may be, based
          on service attributable to the respective Boards prior to January 1,
          1999.

8.   AMENDMENT OR TERMINATION 
     
     The Board of Directors of the Company reserves the right to amend, modify,
     supplement, suspend or terminate this Plan at any time, provided, however,
     that no such amendment, modification, supplement or termination shall
     affect the right of any participant who is immediately eligible to receive
     an allowance hereunder to receive benefits theretofore accrued.

     IN WITNESS WHEREOF, DTE Energy Company, pursuant to resolutions of its
Board of Directors, has caused this instrument to be executed in its name and by
its Chairman as of the 2nd day of December, 1998.


                                                       DTE ENERGY COMPANY


                                                       By  
                                                          ----------------------
                                                          Anthony F. Earley, Jr.
                                                          Chairman