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                                                                 EXHIBIT 10-10

                              FOURTH RESTATEMENT OF
                         THE RETIREMENT REPARATION PLAN
                            FOR CERTAIN EMPLOYEES OF
                           THE DETROIT EDISON COMPANY


The  Retirement  Reparation  Plan for Certain  Employees  of The Detroit  Edison
Company (the "Plan"),  established by The Detroit Edison Company (the "Company")
effective January 1, 1989, as amended and restated  effective May 22, 1989, June
26, 1995,  and January 1, 1996, is hereby amended and restated as of October 27,
1997 by this Fourth Restatement.


SECTION 1 - PURPOSE

The sole purpose of this Plan is to assure that all eligible  persons who become
eligible to and do receive benefits under the Employees'  Retirement Plan of The
Detroit Edison Company (the  "Retirement  Plan") will receive the same aggregate
dollar  amount of benefits  (after taking into account any benefits such persons
are  eligible  to  receive  under  the  Benefit  Equalization  Plan for  Certain
Employees of The Detroit Edison Company (the "BEP")) as they would have received
under the Retirement Plan, but for the limitations on contributions and benefits
imposed from time to time by the compensation  limitation of Section  401(a)(17)
of the Internal Revenue Code,  whether such  limitations  result solely from the
application  of Section  401(a)(17) of the Internal  Revenue Code or result from
the combination of the application of Section 401(a)(17) of the Internal Revenue
Code and the  application  of the  limitations  on  contributions  and  benefits
imposed from time to time by Section 415 of the Internal Revenue Code. This Plan
is not  intended  to and shall not be  construed  so as to  provide  any  person
receiving  benefits under the Retirement Plan, the BEP, if applicable,  and this
Plan, if applicable,  with benefits in the aggregate  which are either larger or
smaller than the benefit which would result from the calculation  made under the
applicable  provisions  of the  Retirement  Plan,  and the BEP,  if  applicable,
without  giving  effect  to or  recognition  of  the  contribution  and  benefit
limitation  provisions  of Section  401(a) (17) of the  Internal  Revenue  Code,
whether  such  limitations   result  solely  from  the  application  of  Section
401(a)(17) of the Internal  Revenue Code or result from the  combination  of the
application  of  Section  401(a)(17)  of  the  Internal  Revenue  Code  and  the
application of the limitations on  contributions  and benefits under Section 415
of the Internal Revenue Code. The benefit provided under this Plan to any person
shall be  separate  from and in  addition  to any  benefit  provided  under  the
Retirement  Plan,  the  BEP,  if  applicable,  and any  other  plan  or  program
maintained by the Company.

SECTION 2 - ELIGIBILITY

Each  retired  employee  of the  Company  and,  as  applicable,  the  spouse  or
beneficiary  of a former  Company  employee  whose benefits under the Retirement
Plan are  limited  by the  provisions  set forth  therein  to conform to Section
401(a)(17)  of the  Internal  Revenue  

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Code shall be eligible  for the  benefits provided  by this  Plan.  In no 
event shall a  person  who is not  entitled  to benefits under the Retirement 
Plan be eligible for any benefits under this Plan.

SECTION 3 - AMOUNT OF BENEFITS

The benefits payable under this Plan shall equal the excess, if any, of:

(a)      the  aggregate  benefits  which  would  have been paid to such  retired
         employee, an employee's spouse or beneficiary under the Retirement Plan
         and the BEP,  if  applicable,  if the  provisions  of such  plans  were
         administered and benefits paid without regard to either the limitations
         on contributions and benefits imposed by the compensation limitation of
         Section 401(a)(17) of the Internal Revenue Code, or the special benefit
         limitations  added to the Retirement  Plan to conform it to Section 415
         of the Internal Revenue Code, over

(b)      the aggregate  benefits which are payable to such retired employee,  an
         employee's spouse or beneficiary under the Retirement Plan and the BEP,
         if applicable.

SECTION 4 - PAYMENT OF BENEFITS

(a)      Payment of benefits under this Plan shall be made  coincident  with the
         payment of benefits under the Retirement Plan or as soon as practicable
         thereafter.

(b)      In the event an employee  receives an  assessment  of income taxes from
         the Internal Revenue Service which treats any amount payable under this
         Plan as being  includible in such employee's  gross income prior to the
         actual payment of such amount to such  employee,  the Company shall pay
         an amount  equal to such income  taxes to the  employee  within 30 days
         after written notice from such employee of such assessment.  The amount
         of income taxes paid to the employee  hereunder  shall be considered an
         advance  of and  shall  reduce  the  benefits  ultimately  paid  to the
         employee under this Plan.

(c)      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.

(d)      Benefits under this Plan shall be payable to or in respect of a
         Company's former employees solely from the general assets of such
         Company; 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. Each participant in this
         Plan shall have the status of an unsecured creditor of the Company.
         This Plan constitutes a promise by the Company to make benefit payments
         in the future. It is intended that this Plan be unfunded for tax
         purposes and for purposes of Title I of ERISA and that this Plan shall
         remain unfunded


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         during the entire period of its existence. The Company intends that
         this Plan be maintained primarily for a select group of management or
         highly compensated employees.

SECTION 5 - RIGHTS OF EMPLOYEES

Except to the extent  provided  in Section 7 herein  below,  no  employee  or an
employee's  spouse or  beneficiary  shall at any time have any  vested  right to
receive the benefits  provided by this Plan. The employee,  employee's spouse or
beneficiary  is merely a general  creditor of the Company and the  obligation of
the Company  hereunder is purely  contractual and shall not be funded or secured
in any way.

The right of an employee,  employee's  spouse or  beneficiary  to payment of any
benefit  hereunder  shall  not  be  anticipated,   alienated,   sold,  assigned,
transferred,  pledged,  encumbered,  attached,  or garnished by an employee,  an
employee's  spouse or beneficiary,  or creditors of an employee 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.

SECTION 6 - ADMINISTRATION; ARBITRATION

(a)      This Plan shall be administered by the  Organization  and  Compensation
         Committee  of  the  Board  of  Directors  (the  "Administrator")  as an
         unfunded  plan  which  is  not  intended  to  meet  the   qualification
         requirements  of  Section  401  of  the  Internal   Revenue  Code.  The
         Administrator's  decisions in all matters involving the  interpretation
         and  application  of this Plan made  prior to a Change in  Control,  as
         defined in Addendum I, shall be conclusive.

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

(c)      For purposes of the Plan, "Company" shall mean 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 and the
         Administrator to act for it in all matters arising under the Plan and
         shall agree to comply with such other terms and conditions as may be
         imposed by the Chairman of the Board of Directors. Where the context
         requires in respect of the liability for the payment of any benefit to
         any former employee or spouse or beneficiary thereof, the term
         "Company" shall mean The Detroit Edison Company or such other
         Controlled Group Member who employed the employee. Unless otherwise
         defined herein, all defined terms shall have the same meaning as



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         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.

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

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

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

                  (3)      The  arbitration  shall be  conducted by the American
                           Arbitration    Association    with   the   Commercial
                           Arbitration   Rules  of  the   American   Arbitration
                           Association  and expenses of the  arbitrators 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 any other expenses expended in the course of
                           such  arbitration  or the  enforcement  of any  award
                           rendered thereunder.

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

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


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


SECTION 7 - AMENDMENT AND DISCONTINUANCE

The Detroit  Edison  Company  expects to continue  this Plan  indefinitely,  but
reserves  the  right to amend  or  discontinue  it.  The Vice  President,  Human
Resources, or, should the Vice President, Human Resources,  become a Participant
in this Plan, the Manager,  Human  Resources  Operations,  shall review the Plan
from time to time and as part of such review is hereby  directed and  authorized
to amend such Plan to the extent necessary for ease of administration  and/or to
comply with applicable  federal and state laws. If the Plan should be amended or
discontinued,  the Company  shall be liable for any  benefits  that have accrued
under  this  Plan  (determined  on  the  basis  of  each  employee  's  presumed
termination of employment as of the date of such amendment or discontinuance) as
of the date of such action, and no amendment, discontinuance, withdrawal from or
termination of the Plan shall  adversely  affect the rights of any person to any
such  accrued  benefits  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 the 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).

SECTION 8 - CHANGE-IN-CONTROL BENEFIT FOR CERTAIN PERSONS

Notwithstanding  the  foregoing  provisions  of the Plan,  an  employee  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 I. In addition, any former
employee,  spouse or beneficiary  receiving a benefit under the Plan at the time
of the  occurrence  of a Change in  Control,  as  defined in  Addendum  I, shall
receive  payment  as  provided  in  Addendum  I. If a benefit  is payable to any
employee  or former  employee,  spouse or  beneficiary  pursuant  to Addendum I,
neither the employee or former  employee or any spouse or  beneficiary  thereof,
shall be entitled to any payments or further payments, as the case may be, under
the foregoing provisions of the Plan.

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                                   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
                  reorganized  into or with another  corporation  or other legal
                  person,  and as a  result  of such  merger,  consolidation  or
                  reorganization  less than 55% of the combined  voting power of
                  the then-outstanding  securities of such corporation or person
                  immediately after such transaction is held in the aggregate by
                  the  holders of the  then-outstanding  securities  entitled to
                  vote  generally  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 to another  corporation or other legal person,  and
                  as a result of such sale or transfer, less 55% of the combined
                  voting  power  of the  then-outstanding  Voting  Stock of such
                  corporation or person  immediately after such sale or transfer
                  is held in the  aggregate  (directly  or through  ownership of
                  Voting Stock of DTE or a Subsidiary (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)      If, during any period of two  consecutive  years,  individuals
                  who at  the  beginning  of  any  such  period  constitute  the
                  directors of DTE cease for any reason to constitute at least a
                  majority thereof; provided, however, that for purposes of this
                  paragraph  (4) each  director who is first  elected,  or first
                  nominated for election, by DTE's stockholders, by a vote of at
                  least  two-thirds  of the  directors  

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                  of DTE  (or a  committtee 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

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

                  Notwithstanding  the  foregoing  provisions  of paragraph  (3)
                  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) 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 or  Schedule  14D-1 (or any
                  successor schedule,  form or report or item therein) under the
                  Exchange Act disclosing  beneficial  ownership by it of shares
                  of Voting Stock, whether in excess of 20% or otherwise.

                  In the event a Change in Control occurs,  any former employee,
spouse 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
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).

                  In the event a Change in Control occurs,  any employee 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 of the
Change-in-Control  Severance  Agreement  shall be  entitled  to a cash  lump sum
payment under the Plan. The amount of lump sum payment  payable  hereunder shall
be equal to the  actuarial  equivalent  present  value of the benefit that would
otherwise  be payable to the  employee  under the Plan  determined  as otherwise
provided in the Plan.

                  Upon the  foregoing  payment,  no  further  benefits  shall be
payable  under  the  Plan  to  such  employee  or  former  employee,  spouse  or
beneficiary thereof. Payments 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
employee terminates employment.

                  For purposes of this  Addendum I, the  interest/discount  rate
and mortality 

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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.



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