<PAGE>   1
                                                                EXHIBIT 10-14 


            
                              FIFTH 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 and October 28, 1996, is hereby amended and restated as of
October 27, 1997, by this Fifth 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.


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<PAGE>   2
         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  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

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<PAGE>   3


         (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)      Are members of Management Council (pursuant to OR3, Management
                  Groups,  as may be  amended  from time to time) at the time of
                  termination from the Company (or death while actively employed
                  by the Company), or, with respect to management employees of a
                  Company  other than The Detroit  Edison  Company,  are Certain
                  Management  or  Highly  Compensated  Employees  at the time of
                  termination from the Company (or death while actively employed
                  by the Company); 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.

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.

                                       3
<PAGE>   4


         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.

PAYMENT OPTIONS

         At the time of employment termination,  an eligible employee must elect
one of the  following  payment options: (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.

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,  

                                       4
<PAGE>   5
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  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  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

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<PAGE>   6
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

         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 5 to determine  the early  retirement  adjustment
         percentage).

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<PAGE>   7



         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.  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.

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<PAGE>   8



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.

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  I, 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.



                                       8
<PAGE>   9
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 Commercial
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  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-TRANSFERABILITY

         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


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<PAGE>   10
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 I. 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 I, 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 I,  neither  the  participant  nor 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.


                                       10
<PAGE>   11


                                    EXHIBIT A
                                TARGET PERCENTAGE

<TABLE>
<CAPTION>

                                                              TARGET PERCENTAGE
         MANAGEMENT                                           OF AVERAGE FINAL                    SERVICE
          GROUP                                                  COMPENSATION                       INDEX
          -----                                                  ------------                       -----

<S>                                                                  <C>                            <C>

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.       Management Council members                                  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
</TABLE>

         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 1
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.

                                       11
<PAGE>   12


                                    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


<TABLE>
<CAPTION>

               6%              7%               8%              9%            10%             11%            12%

------------------------------------------------------------------------------------------------------------------
<S>          <C>             <C>              <C>             <C>            <C>            <C>             <C>
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
</TABLE>


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.


                                       12
<PAGE>   13
EXHIBIT B (CONTINUED)


         The formula is:
                                                        -n
                  Adjusted Lump Sum = Pmt x (1 -(1 + 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.


                                       13
<PAGE>   14


                                    EXHIBIT C

                                    EXAMPLE 1

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
                                                  payments)


                 (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 1 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

                                       14
<PAGE>   15
EXHIBIT C (CONTINUED)


         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).


                                    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.


                                       15

<PAGE>   16


EXHIBIT C (CONTINUED)


                                   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
                  Age Difference:           than the employee

                  Step 1 - 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.


                                   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
                                            Term Plus Life option is $4,503

         Step 6:                            $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.


                                       16
<PAGE>   17

EXHIBIT C (CONTINUED)


                                    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


            (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 II assumed) and the benefit paid by the previous employer
       


                                       17
<PAGE>   18


EXHIBIT C (CONTINUED)



                  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.




                                       18
<PAGE>   19



                                   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)      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;


                                       19
<PAGE>   20


         (5)      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  (5) 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  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
                  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
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  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 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 age
55 and have at least 10 years of Company  service and for purposes of clause (1)
under the second paragraph under  "Eligibility" the participant or employee 

                                       20
<PAGE>   21
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)   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%
                         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 actuarial  

                                       21
<PAGE>   22
                           equivalent 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 Plan to such  participant or employee 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  participant  or
employee terminates employment.

                  For purposes of this  Addendum I, 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.

                                       22