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                                                                   Exhibit 10.19

                   MICHCON INVESTMENT AND STOCK OWNERSHIP PLAN
            (AS AMENDED AND RESTATED EFFECTIVE AS OF JANUARY 1, 2002)

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                   MICHCON INVESTMENT AND STOCK OWNERSHIP PLAN
            (AS AMENDED AND RESTATED EFFECTIVE AS OF JANUARY 1, 2002)

                                TABLE OF CONTENTS

<TABLE>
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<S>                                                                         <C>
ARTICLE I - THE PLAN.....................................................     7

   1.1.    Establishment and Amendment of the Plan.......................     7
   1.2.    Applicability of the Plan.....................................     7
   1.3.    Purpose and Type of Plan......................................     7

ARTICLE II - DEFINITIONS.................................................     8

   2.1.    Actual Deferral Percentage or ADP.............................     8
   2.2.    Affiliated Company............................................     8
   2.3.    Anniversary Date..............................................     8
   2.4.    Annual Addition...............................................     8
   2.5.    Average Actual Deferral Percentage............................     8
   2.6.    Break in Service Year.........................................     8
   2.7.    Code..........................................................     8
   2.8.    Company.......................................................     8
   2.9.    Compensation..................................................     9
   2.10.   Detroit Local Participants....................................     9
   2.11.   Disability Retirement Date....................................     9
   2.12.   Elective Deferrals............................................    10
   2.13.   Eligible Employee.............................................    10
   2.14.   Employee......................................................    10
   2.15.   Employee Post-1986 Voluntary Deduction Account................    10
   2.16.   Employee Pre-1987 Voluntary Deduction Account.................    10
   2.17.   Employee Salary Reduction Account.............................    10
   2.18.   Employer......................................................    10
   2.19.   Employer Salary Reduction Account.............................    10
   2.20.   Employer Stock................................................    10
   2.21.   Employer Voluntary Deduction Account..........................    11
   2.22.   ERISA.........................................................    11
   2.23.   ESOP..........................................................    11
   2.24.   ESOP Account..................................................    11
   2.25.   Excess Contributions..........................................    11
   2.26.   Excess Deferrals..............................................    11
   2.27.   Greater Michigan Local Participants...........................    11
   2.28.   Highly Compensated Employee...................................    11
   2.29.   Hour of Employment............................................    12
   2.30.   Investment Plan Account.......................................    12
   2.31.   Military Service..............................................    12
   2.32.   Nonhighly Compensated Employee................................    12
</TABLE>


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<TABLE>
<S>                                                                         <C>
   2.33.   Normal Retirement Date........................................    12
   2.34.   Participant...................................................    12
   2.35.   Plan..........................................................    12
   2.36.   Plan Account..................................................    12
   2.37.   Plan Year.....................................................    12
   2.38.   Regulations...................................................    12
   2.39.   Rollover Contributions Account................................    12
   2.40.   Salary Reduction..............................................    12
   2.41.   Salary Reduction Account......................................    12
   2.42.   Savings Plan..................................................    13
   2.43.   Trust.........................................................    13
   2.44.   Trust Agreement...............................................    13
   2.45.   Trustee.......................................................    13
   2.46.   Valuation Date................................................    13
   2.47.   Vesting Requirement...........................................    13
   2.48.   Voluntary Deduction...........................................    13
   2.49.   Voluntary Deduction Account...................................    13
   2.50.   Years of Service..............................................    13

ARTICLE III - PARTICIPATION AND SERVICE..................................    14

   3.1.    Eligibility Requirements......................................    14
   3.2.    Eligibility Upon Merger or Reemployment.......................    14
   3.3.    Collective Bargaining Agency..................................    15
   3.4.    Applications..................................................    15
   3.5.    Years of Service..............................................    15
   3.6.    Break in Service Year.........................................    16
   3.7.    Hours of Employment...........................................    16
   3.8.    Employment by Related Entities................................    17
   3.9.    Leased Employees..............................................    18

ARTICLE IV - CONTRIBUTIONS...............................................    19

   4.1.    Employee Contributions........................................    19
   4.2.    Employer Investment Plan Contributions........................    20
   4.3.    Employer ESOP Contributions...................................    21
   4.4.    Additional Employer Contributions.............................    22
   4.5.    Rollover Contributions........................................    22
   4.6.    Transfers from the Savings Plan...............................    24
   4.7.    Limitations on Salary Reduction Contributions.................    25
   4.8.    Distribution of Excess Deferrals..............................    26
   4.9.    Distribution or Recharacterization of Excess Contributions....    27
   4.10.   Statutory (Code Section 415) Limitations on
              Allocations to Accounts....................................    28
</TABLE>


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<TABLE>
<S>                                                                         <C>


ARTICLE V - VESTING IN ACCOUNTS..........................................    31
   5.1.    Employee Salary Reduction Accounts, Employee Post-1986
              Voluntary Deduction Account, and Employee Pre-1987
              Voluntary Deduction Account................................    31
   5.2.    Employer Salary Reduction Account, Employer Voluntary
              Deduction Account, and ESOP Account........................    31

ARTICLE VI - INVESTMENT PROVISIONS.......................................    32

   6.1.    Investment of Contributions...................................    32
   6.2.    Change of Investment Direction................................    32
   6.3.    Transfers Between Investment Funds............................    32

ARTICLE VII - INVESTMENT FUNDS...........................................    33

   7.1.    Investment Funds..............................................    33
   7.2.    Management of Investment Funds................................    33
   7.3.    Voting of Employer Stock......................................    33
   7.4.    Tender Offers.................................................    34
   7.5.    Named Fiduciary Status........................................    34
   7.6.    Expenses of Funds.............................................    34

ARTICLE VIII - ACCOUNTS AND RECORDS OF THE PLAN..........................    35

   8.1.    Company to Maintain Accounts..................................    35
   8.2.    Plan Accounting...............................................    35
   8.3.    Valuation of Funds............................................    35
   8.4.    Valuation of Investment Plan Account..........................    36
   8.5.    Valuation of ESOP Account.....................................    36
   8.6.    Valuation of Plan Account.....................................    36
   8.7.    Company to Furnish Annual Statements of Value of Plan.........    36
   8.8.    Trust Agreement...............................................    36

ARTICLE IX - DISTRIBUTIONS, WITHDRAWALS AND LOANS........................    37

   9.1.    Distribution Upon Termination of Employment Entitling
              Participant to Value of Plan Account.......................    37
   9.2.    Distribution Upon Termination of Employment Under
              Circumstances Resulting in Forfeiture of
              Employer Contributions.....................................    37
   9.3.    Certain Distributions from Participant Accounts...............    37
   9.4.    In-Service Withdrawals - General..............................    38
   9.5.    Withdrawal of Voluntary Deduction Contributions...............    38
   9.6.    Hardship Withdrawal of Salary Reduction Contributions.........    38
   9.7.    Time of Distributions.........................................    40
   9.8.    Distributions of Stock........................................    42
   9.9.    Loans.........................................................    42
   9.10.   Definition of Employee Contributions and
              Employer Contributions.....................................    44
   9.11.   Distributions Pursuant to a Qualified
              Domestic Relations Order...................................    44
   9.12.   Direct Rollovers of Eligible Distributions....................    45
   9.13.   Special Distribution Events...................................    46
</TABLE>


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<TABLE>
<S>                                                                         <C>
ARTICLE X - ADMINISTRATION...............................................    47

   10.1.   Plan Administration and Interpretation........................    47
   10.2.   Notice to Employees...........................................    47
   10.3.   Notices to Employers..........................................    48
   10.4.   Participants' Acceptance of the Provisions of the Plan........    48
   10.5.   Audit of Plan Records.........................................    48
   10.6.   Claims Procedure (Effective for Claims filed prior
              to January 1, 2002)........................................    48
   10.7.   Claims Procedure (Effective for Claims filed on
              or after January 1, 2002)..................................    49
   10.8.   Effect of a Mistake...........................................    52

ARTICLE XI - AMENDMENT AND TERMINATION...................................    53

   11.1.   Amendment.....................................................    53
   11.2.   Withdrawal....................................................    53
   11.3.   Termination...................................................    53
   11.4.   Allocation of Funds Between Employers.........................    53
   11.5.   Trust to be Applied Exclusively for Participants and
              Their Beneficiaries........................................    53

ARTICLE XII - PARTICIPATION BY AFFILIATED COMPANIES......................    55

   12.1.   Adoption of the Plan..........................................    55
   12.2.   Withdrawal from the Plan......................................    55
   12.3.   Company as Agent for Employers................................    55

ARTICLE XIII - SPECIAL PROVISIONS RELATING TO THE ESOP...................    56

   13.1.   Establishment of ESOP.........................................    56
   13.2.   ESOP Account..................................................    56
   13.3.   Loans.........................................................    56
   13.4.   Diversification...............................................    58
   13.5.   Put Option....................................................    58
   13.6.   Purchase of Employer Stock....................................    58

ARTICLE XIV - MISCELLANEOUS..............................................    60

   14.1.   Beneficiary Designation.......................................    60
   14.2.   Incompetency..................................................    60
   14.3.   Expenses......................................................    61
   14.4.   Nonassignability..............................................    61
   14.5.   Employment Noncontractual.....................................    61
   14.6.   Merger or Consolidation with Another Plan.....................    61
   14.7.   Continuance by a Successor....................................    61
   14.8.   USERRA Rights.................................................    62
   14.9.   Construction..................................................    62
</TABLE>


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<TABLE>
<S>                                                                         <C>

ARTICLE XV - REDESIGNATION OF ESOP AND DISTRIBUTION OF DIVIDENDS.........    63
   15.1.   Redesignation of ESOP Portion of Plan.........................    63
   15.2.   Allocation of Investment Plan Account Balances to ESOP
              Portion of Plan............................................    63
   15.3.   Distribution of Dividends on Employer Stock...................    63
</TABLE>


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                                     MICHCON
                       INVESTMENT AND STOCK OWNERSHIP PLAN
            (AS AMENDED AND RESTATED EFFECTIVE AS OF JANUARY 1, 2002)

                              ARTICLE I - THE PLAN

     1.1. ESTABLISHMENT AND AMENDMENT OF THE PLAN. Michigan Consolidated Gas
Company, which is also known as MichCon (hereinafter referred to as the
"Company"), presently maintains an investment and stock ownership plan for the
benefit of its Eligible Employees and the Eligible Employees. The plan was last
restated effective as of January 1, 1998, and has been amended from time to
time.

     The Company previously established the MichCon Employee Stock Ownership
Plan for Union Employees ("ESOP") and incorporated the ESOP into the Michigan
Consolidated Gas Company Union Employee's Investment Plan to form the MichCon
Investment and Stock Ownership Plan effective as of April 1, 1989.

     The plan is hereby amended and restated as set forth herein effective as of
January 1, 2002, except as otherwise provided herein or required by law and
shall continue to be known as the "MichCon Investment and Stock Ownership Plan"
(the "Plan").

     1.2. APPLICABILITY OF THE PLAN. Except as otherwise specified herein or
required by law, the provisions of the Plan as amended and restated herein
effective as of January 1, 2002, shall be applicable only with respect to
Eligible Employees of an Employer in current employment on or after January 1,
2002, and their beneficiaries.

     Any person who was covered under the Plan as in effect prior to January 1,
2002, and whose employment terminated under the Plan prior to January 1, 2002,
shall continue to have his or her rights to receive benefits determined under
the provisions of the Plan in effect when his or her employment relationship so
terminated, subject to legally required changes prior to January 1, 2002, as
described herein.

     1.3. PURPOSE AND TYPE OF PLAN. The purpose of the Plan is to provide a
convenient way for Participants to save on a regular and long-term basis for
their retirement income needs; to recognize the contribution made to the
Employer's successful operation by its employees and to reward such contribution
for those employees who qualify as participants under the terms of the Plan; and
to facilitate ownership of Employer Stock by participating Eligible Employees.

     The non-ESOP portion of the Plan is intended to qualify as a profit-sharing
plan, and the ESOP portion of the Plan is intended to qualify as a stock bonus
and an employee stock ownership plan for purposes of Code sections 401(a), 402,
412, 417, 4975, and related provisions.


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                            ARTICLE II - DEFINITIONS

     Whenever used in the Plan, the following words and phrases shall have the
respective meanings stated below unless a different meaning is plainly required
by the context.

     2.1. "ACTUAL DEFERRAL PERCENTAGE" OR "ADP" means the ratio (expressed as a
percentage) of (a) the Elective Deferrals of an Employee who is eligible to
participate in the Plan for a Plan Year, to (b) the Compensation of that
Employee for such Plan Year.

     2.2. "AFFILIATED COMPANY" means

     (a) any corporation other than the Company, i.e., either a subsidiary
corporation or an affiliated or associated corporation of the Company, which
together with the Company is a member of a "controlled group" of corporations
(as defined in Code section 414(b));

     (b) any organization which together with the Company is under "common
control" (as defined in Code section 414(c));

     (c) any organization which together with the Company is an "affiliated
service group" (as defined in Code section 414(m)); or

     (d) any other entity required to be aggregated with the Company pursuant to
Regulations under Code section 414(o).

     2.3. "ANNIVERSARY DATE" means with respect to each Employee, the
anniversary each year of the Employee's first Hour of Employment. If an Employee
whose employment was terminated is reemployed, but prior to reemployment, the
Employee incurs a Break in Service Year, or following reemployment, incurs a
Break in Service Year before completing a Year of Service, the Employee's
Anniversary Date shall be based upon his or her first Hour of Employment
coincident with or next following the Employee's date of reemployment;
otherwise, his or her Anniversary Date shall not be changed.

     2.4. "ANNUAL ADDITION" means the amount allocated to a Participant's
account as such term is defined in section 4.10(a).

     2.5. "AVERAGE ACTUAL DEFERRAL PERCENTAGE" means the average (expressed as a
percentage) of the Actual Deferral Percentages of the Employees in a group who
are eligible to participate in the Plan for a Plan Year.

     2.6. "BREAK IN SERVICE YEAR" means a 12-month period described in section
3.6.

     2.7. "CODE" means the Internal Revenue Code of 1986, as amended.

     2.8. "COMPANY" means Michigan Consolidated Gas Company.


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     2.9. "COMPENSATION" means a Participant's pay, determined as follows:

     (a) For all purposes of the Plan, except as otherwise specified in (b) or
(c) below or required by the context, Compensation means the regular basic
salary or wage paid (plus, effective July 1, 1998, shift differential) to an
Employee by the Employer before any payroll deduction for taxes or any other
purpose, and before any Salary Reduction contribution or cafeteria plan
election, but excluding merit, incentive and other similar payments made in the
form of a lump sum, bonuses, awards, shift differentials (prior to July 1,
1998), severance payments, differential payments made by reason of the
Employee's entry into Military Service, all amounts paid for work in excess of
40 hours in any one week, all overtime or other premium paid for work in excess
of a maximum number of hours in any one day, for work on holidays or for any
other reason, payments for so-called fringe benefits such as Employer
contributions to this Plan or any pension or retirement plan, increased wages or
salary resulting from temporary promotion, upgrading or transfer, of whatever
duration, to a higher paid job or classification, and any other premium,
auxiliary, or special pay of any sort whatsoever.

     (b) For purposes of satisfying the limits on contributions described in
section 4.7 (ADP test) and applying the limits of section 415 of the Code as
described in section 4.10, Compensation shall mean "compensation" as defined in
Code section 415(c)(3) including, effective January 1, 2001, amounts excluded
from income under Code section 132(f).

     (c) For purposes of determining whether an individual is a Highly
Compensated Employee, Compensation means an Employee's Compensation as defined
in subsection (b) above.

     (d) In accordance with Code section 401(a)(17), the Compensation of each
Employee that may be taken into account under the Plan shall not exceed the
first $150,000 of an Employee's Compensation (as adjusted pursuant to Code
section 401(a)(17)). The annual Compensation of each Participant taken into
account in determining allocations for any Plan Year beginning after December
31, 2001, shall not exceed $200,000, as adjusted for cost-of-living increases in
accordance with section 401(a)(17)(B) of the Code. Annual Compensation means
Compensation during the Plan Year or such other consecutive 12-month period over
which Compensation is otherwise determined under the Plan (the determination
period). The cost-of-living adjustment in effect for a calendar year applies to
annual Compensation for the determination period that begins with or within such
calendar year.

     The family aggregation rules of Code sections 401(a)(17) and 414(q)(6)
shall not apply to any Plan Year beginning on or after January 1, 1997.

     2.10. "DETROIT LOCAL PARTICIPANTS" means Participants represented by (i)
Local #80 (including, effective February 1, 2001, customer service Employees,
who during 2000 elected to have retirement benefits negotiated pursuant to
collective bargaining), and Local #80 (P. T. & S.), Service Employees
International Union; and Local #799C (P.T.& S.), International Chemical Workers
Union Council, United Food and Commercial Workers, and effective January 1,
2002, credit and collection Employees who during 2001 elected to have retirement
benefits negotiated pursuant to collective bargaining.

     2.11. "DISABILITY RETIREMENT DATE" means the date a Participant (i) becomes
eligible to receive benefits under a long-term disability plan maintained by the
Employer, or (ii) is


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determined by the Company to be totally and permanently disabled. In determining
whether a Participant is totally and permanently disabled, the Company may, in
its discretion, rely on the opinion of a physician selected by the Company to
assist it in making such a determination.

     2.12. "ELECTIVE DEFERRALS" means Salary Reduction contributions under
section 4.1(a) and contributions under other plans maintained by the Company or
an Affiliated Company that constitute elective deferrals within the meaning of
Code section 402(g)(3).

     2.13. "ELIGIBLE EMPLOYEE" means an Employee of an Employer whose terms and
conditions of employment are covered by an agreement with a collective
bargaining agent which agreement permits participation in this Plan.

     Due to the merger of MCN Energy Group Inc. (the Company's parent on May 31,
2001) into the DTE Energy Company controlled group effective as of June 1, 2001,
Employees of the Company on May 31, 2001, who are covered by the Plan on May 31,
2001 and whose employment is transferred to a member of the DTE Energy Company
controlled group on or after June 1, 2001 without any termination of employment,
shall continue to be covered by the Plan until the Plan is amended to provide
otherwise.

     2.14. "EMPLOYEE" means an individual who is an employee of the Company
(including, for certain purposes described in section 3.9, a "leased employee"
as described in section 3.9), but shall not include an individual who enters
into a formal or informal independent contractor agreement with the Company or
is otherwise treated as an independent contractor under the payroll practices of
the Company regardless of whether a third party determines that such individual
is an employee for purposes of employment taxes or any other purpose.

     2.15. "EMPLOYEE POST-1986 VOLUNTARY DEDUCTION ACCOUNT" means an Employee's
Voluntary Deduction contributions after December 31, 1986, and investment gains
and losses therefrom.

     2.16. "EMPLOYEE PRE-1987 VOLUNTARY DEDUCTION ACCOUNT" means an Employee's
Voluntary Deduction contributions before January 1, 1987, and investment gains
and losses therefrom.

     2.17. "EMPLOYEE SALARY REDUCTION ACCOUNT" means an Employee's Salary
Reduction contributions, and investment gains and losses therefrom.

     2.18. "EMPLOYER" means the Company and any successor corporation which
shall adopt the Plan pursuant to section 14.7. If any such corporation shall
withdraw from participation in the Plan in accordance with section 12.2, the
term Employer shall not thereafter include such corporation.

     2.19. "EMPLOYER SALARY REDUCTION ACCOUNT" means the Employer contributions
to the Salary Reduction Account of an Employee pursuant to section 4.2, and
investment gains and losses therefrom.

     2.20. "EMPLOYER STOCK" prior to June 1, 2001, means the common stock of MCN
Energy Group Inc. and effective as of June 1, 2001 (or as soon thereafter as the
MCN Energy


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Group Inc. common stock practicably may be exchanged for and/or liquidated and
replaced with DTE Energy Company Stock), DTE Energy Company Common Stock and any
references to the "Employer Stock Fund" shall refer to the investment fund
described in section 7.1(a).

     2.21. "EMPLOYER VOLUNTARY DEDUCTION ACCOUNT" means the Employer
contributions to the Voluntary Deduction Account of an Employee pursuant to
section 4.2, and investment gains and losses therefrom.

     2.22. "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

     2.23. "ESOP" means the employee stock ownership plan established pursuant
to section 13.1, as modified by Article XV.

     2.24. "ESOP ACCOUNT" means the account established and maintained on behalf
of each Participant in accordance with sections 8.1 and 13.2.

     2.25. "EXCESS CONTRIBUTIONS" means the amount described in section 4.9(a).

     2.26. "EXCESS DEFERRALS" means the portion of Elective Deferrals for a
calendar year, if any, described in section 4.8.

     2.27. "GREATER MICHIGAN LOCAL PARTICIPANTS" means Participants who are
represented by (i) Local #799C Northern, International Chemical Workers Union
Council, United Food and Commercial Workers (ii) Local #70C, International
Chemical Workers Union Council, United Food and Commercial Workers and (iii)
Local #132C, International Chemical Workers Union Council, United Food and
Commercial Workers.

     2.28. "HIGHLY COMPENSATED EMPLOYEE" with respect to any Plan Year beginning
on or after January 1, 1997, shall include highly compensated active employees
and highly compensated former employees. A highly compensated active employee
includes any Employee who performs service for an Employer during the
determination year and who, during the look-back year (i) received Compensation
from the Employer in excess of $80,000 (as adjusted pursuant to Code section
415(d)), or (ii) was a 5-percent owner at any time during the determination year
or the look-back year. For this purpose, the determination year shall be the
Plan Year. The look-back year shall be the twelve-month period immediately
preceding the determination year. Notwithstanding the foregoing, to the extent
permitted by IRS Notice 97-45, the Plan Administrator may elect to treat an
individual as a Highly Compensated Employee under clause (ii) only if the
Employee is also among the top-paid 20 percent of all Employees for such prior
Plan year when ranked in order of Compensation. As of the Effective Date, the
Plan Administrator has not made this election and shall do so only in accordance
with IRS Notice 97-45.

     A highly compensated former employee includes any Employee who separated
from service (or was deemed to have separated) prior to the determination year,
performed no service for the Employer during the determination year, and was a
highly compensated active employee for either the separation year or any
determination year ending on or after the employee's 55th birthday.


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     The determination of who is a Highly Compensated Employee will be made in
accordance with section 414(q) of the Code and the regulations thereunder.

     2.29. "HOUR OF EMPLOYMENT" means an hour for which an individual receives
credit pursuant to section 3.7.

     2.30. "INVESTMENT PLAN ACCOUNT" means the total value of an Employee's
Salary Reduction Account, Voluntary Reduction Account or Rollover Contribution
Account.

     2.31. "MILITARY SERVICE" means service (a) on active duty, in time of
national or local emergency, in the armed forces of the United States or of any
State thereof, (b) in the armed forces of the United States or of any State
thereof under any compulsory service law, or (c) in the armed forces of the
United States or any of its allies in time of war in which the United States is
engaged.

     2.32. "NONHIGHLY COMPENSATED EMPLOYEE" means an Employee of the Employer
who is not a Highly Compensated Employee.

     2.33. "NORMAL RETIREMENT DATE" means the Participant's sixty-fifth (65th)
birthday, if such birthday falls on the first day of the month; otherwise, the
first day of the month next following the month in which such birthday occurs.

     2.34. "PARTICIPANT" means an Employee who is participating in the Plan in
accordance with its provisions.

     2.35. "PLAN" means MichCon Investment and Stock Ownership Plan and any
amendments thereto or restatements thereof from time to time adopted.

     2.36. "PLAN ACCOUNT" means the total value of an Employee's Investment Plan
Account and ESOP Account.

     2.37. "PLAN YEAR" means the calendar year.

     2.38. "REGULATIONS" means regulations issued by the Department of Labor
construing Title I of ERISA or by the Internal Revenue Service construing the
Code.

     2.39. "ROLLOVER CONTRIBUTIONS ACCOUNT" means an Employee's rollover
contributions, including a separate sub-account for after-tax contributions if
applicable.

     2.40. "SALARY REDUCTION" means an election by a Participant to have the
Compensation that would otherwise be payable reduced and contributed by the
Employer to the Plan as a regular contribution on behalf of the Participant.

     2.41. "SALARY REDUCTION ACCOUNT" means an Employee's Salary Reduction
contributions, related Employer matching contributions, and investment gains and
losses therefrom.


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<PAGE>

     2.42. "SAVINGS PLAN" means the DTE Energy Company Savings & Stock Ownership
Plan, the Detroit Edison Savings & Stock Ownership Plan for Employees
Represented by Local 223 of the Utility Workers of America, and the Detroit
Edison Savings & Stock Ownership Plan for Employees Represented by Local 17 of
the International Brotherhood of America.

     2.43. "TRUST" means the Trust created by agreement between the Employers
and the Trustee, as from time to time amended.

     2.44. "TRUST AGREEMENT" means the agreement between the Employers and the
Trustee referred to in section 8.8.

     2.45. "TRUSTEE" means the trustee under the Trust Agreement or any
successor trustee.

     2.46. "VALUATION DATE" means each business day on which the New York Stock
Exchange shall be open for business.

     2.47. "VESTING REQUIREMENT" means the requirement for vesting described in
section 5.2.

     2.48. "VOLUNTARY DEDUCTION" means an Employee's payroll deduction
contributions other than Salary Reduction contributions.

     2.49. "VOLUNTARY DEDUCTION ACCOUNT" means an Employee's Voluntary Deduction
contributions, related Employer matching contributions, rollover contributions
of after-tax contributions, and investment gains and losses therefrom.

     2.50. "YEARS OF SERVICE" means year(s) of employment of an Employee by an
Employer or nonparticipating Affiliated Company as such term is defined in
section 3.5.


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<PAGE>

                    ARTICLE III - PARTICIPATION AND SERVICE

     3.1. ELIGIBILITY REQUIREMENTS.

     (a) Each individual who was eligible to participate in the Plan on December
3l, 2001 in accordance with the terms of the Plan in effect on said date shall
continue to be eligible to participate, subject to the provisions of this Plan.
Each other Employee shall become eligible to participate on the latest to occur
of-

          (i) the date on which the Employee is employed as an Eligible
     Employee; or

          (ii) the date on which the Employee completes at least three months of
     eligibility service (as defined in section 3.1 (b));

          provided that the Employee is employed as an Eligible Employee on such
          date. Notwithstanding the foregoing, effective January 1, 2001, for
          Detroit Local Participants and July 1, 2001 for Greater Michigan Local
          Participants, the eligibility requirements for Detroit and Greater
          Michigan Local Participants shall no longer include any age
          requirement.

     (b) For purposes of this Article III, three months of eligibility service
shall mean the 3-month period beginning on the date of an Employee's first Hour
of Employment.

     3.2. ELIGIBILITY UPON MERGER OR REEMPLOYMENT.

     (a) Merger. Any Employee who is a Participant in any plan which is merged
into this Plan shall become a Participant in this Plan immediately upon the
effective date of the merger. Such an Employee shall be eligible to actively
participate in this Plan in accordance with section 3.4.

     (b) Reemployment. In the event an Employee's employment is terminated and
such individual is later reemployed as an Eligible Employee:

          (i) If the reemployed Eligible Employee had not met the age and
     service requirements for participation in the Plan during his or her prior
     period of employment but was reemployed before incurring a Break in Service
     Year, the Eligible Employee's prior period of employment shall be included
     for purposes of determining eligibility for participation in the Plan.

          (ii) If the reemployed Eligible Employee had not met the age and
     service requirements for participation in the Plan during the Eligible
     Employee's prior period of employment and incurred a Break in Service Year,
     he or she must meet the participation requirements of section 3.1 as if he
     or she were a new Employee.

          (iii) If the reemployed Eligible Employee met the age and service
     requirements for participation in the Plan during a prior period of
     employment, incurred a Break in Service Year, and, pursuant to the Break in
     Service Year rules, the Eligible Employee's


                                       14

<PAGE>

     years of eligibility service are disregarded, the Eligible Employee must
     meet the participation requirements of section 3.1 as if a new Employee.

          (iv) If the reemployed Eligible Employee met the age and service
     requirements for participation in the Plan during a prior period of
     employment and incurred a Break in Service Year, but pursuant to the Break
     in Service Year rules, prior years of eligibility service are not
     disregarded, the Eligible Employee shall again participate in the Plan on
     the date of his or her reemployment;

          (v) If the reemployed Eligible Employee met the age and service
     requirements for participation in the Plan during a prior period of
     employment and did not incur a Break in Service Year, the Eligible Employee
     shall again participate as of the date of reemployment or, if later, the
     date upon which he or she would have begun participation if not for the
     termination and reemployment.

     3.3. COLLECTIVE BARGAINING AGENCY. If any Employee shall become a
Participant in the Plan and shall thereafter cease to be represented by a
collective bargaining agency pursuant to a collective bargaining agreement
between the Employer and a collective bargaining agency covered under this Plan,
he or she shall nevertheless continue to be eligible to actively participate in
the Plan until such time as the terms and conditions of his or her employment
are no longer governed by such a collective bargaining agreement. If such an
Employee becomes eligible to participate in the Savings Plan or any successor
plan, the Employee's entire Plan Account shall be transferred to such plan and
the Employee shall no longer be eligible to participate in this Plan. The
Participant's Plan Account shall be fully vested upon such transfer.

     3.4. APPLICATIONS. An Employee who is eligible to participate on the date
the Plan becomes effective with respect to his or her Employer may become a
Participant by filing an application with such Employer in the form prescribed
by the Company. Thereafter, an Eligible Employee may become a Participant by
filing an application with his or her Employer in the form prescribed by the
Company. Participation in the Plan will commence within a reasonable time
following processing of a Participant's application.

     The Employee's application shall authorize the Employer to deduct
contributions from the Employee's Compensation in amounts specified by the
Employee pursuant to Article IV, and to have contributions made as a Salary
Reduction pursuant to Article IV. In making such application, an Employee
accepts and agrees to all of the provisions of the Plan.

     3.5. YEARS OF SERVICE. An Employee shall be credited for Years of Service
for the Employee's period of employment with the Employer and each
nonparticipating Affiliated Company, determined as follows:

     (a) An Employee shall receive credit, for purposes of vesting, for all
Years of Service. An Employee shall have one "Year of Service" for each 12-month
period beginning on the date of the Employee's first Hour of Employment and on
each subsequent Anniversary Date, during which the Employee completes 1,000 or
more Hours of Employment.

     (b) Years of Service shall not be interrupted (i) by any transfer of
employment of an Employee between Affiliated Companies regardless of whether the
Affiliated Company is an


                                       15

<PAGE>

Employer hereunder; or (ii) during such period as an Employee is receiving
credit for Hours of Employment under section 3.7.

     (c) If an Employee is reemployed following a Break in Service Year, the
Employee shall be considered a new Employee for purposes of the Plan, except-

          (i) If prior to such Break in Service Year, the Employee had a vested
     interest in his or her ESOP Account, Employer Salary Reduction Account, or
     Employer Voluntary Deduction Account, Years of Service that the Employee
     earned prior to the Break in Service Year shall be reinstated after such
     Employee completes a Year of Service after the Break in Service Year.

          (ii) If paragraph (i) is not applicable, and if the Employee's number
     of consecutive Break in Service Years does not equal or exceed the greater
     of five or the number of Years of Service that the Employee earned before
     incurring a Break in Service Year, the Years of Service that the Employee
     earned prior to such Break in Service Years shall be reinstated after such
     Employee completes a Year of Service following the Break in Service Years.

     (d) Notwithstanding the foregoing provisions, an Employee's Years of
Service shall exclude any Years of Service completed before an Employee attains
age 18.

     3.6. BREAK IN SERVICE YEAR. "Break in Service Year" shall mean a 12-month
period beginning on an Employee's Anniversary Date during which the Employee has
not completed more than 500 Hours of Employment (as defined in section 3.7).
Notwithstanding the foregoing, if a Participant retires on his or her Disability
Retirement Date, thereafter ceases to be totally and permanently disabled, and
returns to the employ of an Employer, the period between the Participant's
Disability Retirement Date and the date as of which he or she ceases to be
totally and permanently disabled shall not be deemed to constitute a Break in
Service Year.

     If an Employee incurs a Break in Service Year and prior to such Break in
Service Year has not completed five Years of Service, the Years of Service
completed prior to such a Break in Service Year shall be disregarded unless he
or she completes a Year of Service after such Break in Service Year and before
the total of such Break in Service Year and any ensuing consecutive Break in
Service Years equals the greater of five or the number of the Employee's Years
of Service (as defined in section 3.5 but without excluding Years of Service
completed prior to attaining age 18) prior to such Break in Service Year.

     3.7. HOURS OF EMPLOYMENT. "Hours of Employment" shall mean, for any
individual performing or who has performed services for one or more Employers or
nonparticipating Affiliated Companies, the sum of the following:

     (a) All hours for which the individual is directly or indirectly paid or
entitled to payment by an Employer or nonparticipating Affiliated Company for
the performance of duties. These hours shall be credited to the individual for
the computation period or periods in which the duties are performed.


                                       16

<PAGE>

     (b) Except as provided in section 3.7(e) below, all hours for which the
individual is directly or indirectly paid or entitled to payment by an Employer
or nonparticipating Affiliated Company for reasons (such as vacation, holiday,
sickness, incapacity, layoff, jury duty, leave of absence, Military Service that
is not qualified Military Service under Code section 414(u), or disability)
other than for the performance of duties. These hours shall be credited to the
individual for the computation period or periods in which the period during
which no duties are performed occurs, beginning with the first unit of time to
which the payment relates.

     (c) All hours for which back pay, irrespective of mitigation of damages,
has been awarded, agreed to, or paid by an Employer or nonparticipating
Affiliated Company, with no duplication of credit for hours. These hours shall
be credited to the individual for the computation period or periods to which the
award or agreement pertains rather than the computation period in which the
award, agreement, or payment is made.

     (d) Except as provided in section 3.7(e) below, eight Hours of Employment
per day for each working day that an individual is absent from work without pay
for an approved leave of absence, voluntary time, sick time, disciplinary
layoff, or military service if the individual returns to the employ of an
Employer or nonparticipating Affiliated Company within 90 days after the end of
such period or the statuory requirements for military leave. These hours shall
be credited to the individual for the computation period or periods in which the
period during which no duties are performed occurs, beginning with the first
such period.

     (e) Eight Hours of Employment per day for each working day that an
individual is absent from work with or without pay because of pregnancy of the
individual, birth of a child to the individual, placement of a child with the
individual in connection with the adoption of such child by such individual, or
caring for such child for a period beginning immediately following such birth or
placement. The Company may, in its discretion, request such information from the
individual as the Company shall deem relevant in order to verify that an absence
is for the reasons described in this subsection (e). Hours credited under this
subsection (e) shall be credited to the individual only in the year in which the
absence begins if the crediting is necessary to prevent a Break in Service Year
for such year; or, in any other case, in the immediately following year;
provided, however, that if more than 501 hours are credited under this
subsection (e) on account of any such pregnancy or placement, the excess over
501 hours shall be credited to the period or periods to which it relates.

     Hours of Employment credited under this section 3.7 shall comply with the
rules set forth in 29 C.F.R. section 2530.200b-2(b) and (c), which rules are
hereby incorporated by reference.

     Notwithstanding anything herein to the contrary, Hours of Employment shall
be credited hereunder at all times in compliance with the requirements of the
Family and Medical Leave Act.

     3.8. EMPLOYMENT BY RELATED ENTITIES. If an Employee's employer is a
nonparticipating Affiliated Company, any period in which the Employee is
employed by the nonparticipating Affiliated Company (while an Affiliated
Company) shall be taken into account for purposes of satisfying the eligibility
service requirement set forth in section 3.1 and measuring such Employee's Years
of Service to the same extent it would have been had such period of employment
been employment by an Employer.


                                       17

<PAGE>

     3.9. LEASED EMPLOYEES. A person who is not an Employee of an Employer or
nonparticipating Affiliated Company and who performs services for an Employer or
a nonparticipating Affiliated Company pursuant to an agreement between the
Employer or nonparticipating Affiliated Company and a leasing organization shall
be considered a "leased employee" if such person performed the services on a
substantially full-time basis for a year and effective January 1, 1997, the
services are under the primary direction and control of the recipient. A person
who is considered a "leased employee" of an Employer or nonparticipating
Affiliated Company shall not be considered an Employee for purposes of
participating in this Plan or receiving any contribution or benefit under this
Plan. A leased employee shall be excluded from this Plan regardless of whether
the leased employee participates in any plan maintained by the leasing
organization. However, if a leased employee participates in the Plan as a result
of subsequent employment with an Employer, the Employee's previous service as a
leased employee shall be counted in calculating the Employee's Years of Service.
Notwithstanding the preceding provisions of this section 3.9, a leased employee
will be included as an Employee for purposes of applying the requirements
described in Code section 414(n)(3) and for purposes of determining the number
and identity of Highly Compensated Employees.


                                       18

<PAGE>

                           ARTICLE IV - CONTRIBUTIONS

     4.1. EMPLOYEE CONTRIBUTIONS.

     (a) Amount of Contributions. Each Participant may make a regular
contribution to the Plan (not less than 1 percent) up to a percentage of the
Participant's Compensation for a pay period in incremental percentages of 1
percent, determined as follows:

<TABLE>
<CAPTION>
Group                                              Percentage
-----                                              ----------
<S>                                                <C>
Detroit Locals (Effective January 1, 2001)             17%
Greater Michigan Locals (Effective July 1, 2001)       17%
</TABLE>

     Contributions will be effected by Voluntary Deductions, Salary Reductions,
or any combination thereof, as elected by the Participant. The amount of such
Voluntary Deductions or Salary Reductions shall be transferred to the Trustee
after each pay period; provided, however, that Voluntary Deductions and Salary
Reductions shall be limited as provided in sections 4.7 and 4.10.

     Notwithstanding the foregoing, the Company may, in its sole discretion, (1)
reduce the Salary Reduction contributions permitted by a group of Participants
if, in the opinion of the Company, it is advisable to do so in order to satisfy
the requirements of section 4.7 or 4.10; or (2) reduce the Voluntary Deduction
contributions permitted by a group of Participants if, in the opinion of the
Company, it is advisable to do so in order to satisfy the requirements of
section 4.10.

     (b) Changes in Contributions. The contribution of Voluntary Deductions
and/or Salary Reductions designated by a Participant shall continue in effect,
notwithstanding any change in his or her Compensation rate, until the
Participant shall change such contribution; provided, however, that such
contribution shall in no event be less than 1 percent, nor more than the limits
of section 4.1(a), in incremental percentages of 1 percent of the Participant's
Compensation for a pay period. A Participant may change his or her contribution
from time to time by giving directions to the Employer in the form prescribed by
the Company, with such directions to take effect within a reasonable period
following processing.

     (c) Voluntary Suspension of Contributions. Any Participant may, by giving
notice to his or her Employer in the form and timing prescribed by the Company,
suspend the contribution of Voluntary Deductions and/or Salary Reductions,
either indefinitely or for any specified period. In case of any such suspension
of any contributions, the Employer's contributions on behalf of the Participant
shall be automatically suspended for a like period.

     (d) Automatic Suspension of Contributions. A Participant's contributions of
Voluntary Deductions and Salary Reductions and the Employer's contributions on
behalf of the Participant shall be suspended automatically for any period during
which the Participant is absent without pay under any of the circumstances
described in section 3.7(c), (d), or (e), and such an absence shall not
constitute termination of service for purposes of any of the provisions of
Article IX. A Participant may, by giving notice to his or her Employer in the
form and timing


                                       19

<PAGE>

prescribed by the Company, suspend the contribution of Voluntary Deductions
and/or Salary Reductions for any period during which the Participant is absent
from work under any of the circumstances described in section 3.7(b) or (c) and
receiving Compensation at a reduced Compensation rate, in which case the
Employer contributions on behalf of such Participant shall be automatically
suspended for a like period.

     (e) All Employees who are eligible to make elective deferrals under this
Plan and who have attained age 50 before the close of the Plan Year shall be
eligible to make catch-up contributions in accordance with, and subject to the
limitations of, section 414(v) of the Code. Such catch-up contributions shall
not be taken into account for purposes of the provisions of the Plan
implementing the required limitations of sections 402(g) and 415 of the Code.
The Plan shall not be treated as failing to satisfy the provisions of the Plan
implementing the requirements of section 401(k)(3), 401(k)(11), 401(k)(12),
410(b), or 416 of the Code, as applicable, by reason of the making of such
catch-up contributions.

     4.2. EMPLOYER INVESTMENT PLAN CONTRIBUTIONS. Each Employer shall
contribute, to the Salary Reduction Account or Voluntary Deduction Account (as
described in this Section 4.2 below) of each of its participating Employees, an
amount equal to 40 percent of the Salary Reduction or Voluntary Deduction
contribution of such Participant; provided, however, that Salary Reduction
contributions shall be disregarded to the extent that they exceed an amount
determined by multiplying the applicable contribution percentage shown in the
following schedules by the Participant's Compensation for a pay period:

     (a) On and after January 1, 1999, for all Participants except Participants
described in subsection (d) below:

<TABLE>
<CAPTION>
                         Contribution
Years of Service          Percentage
----------------         ------------
<S>                      <C>
1 through 3                   2%
More than 3 through 6         3%
More than 6 through 9         4%
More than 9 through 23        5%
More than 23                  6%
</TABLE>

     (b) Participants who became Eligible Employees on or after April 1, 1997
who are service consumption technicians represented by Local 80:

<TABLE>
<CAPTION>
                         Contribution
Years of Service          Percentage
----------------         ------------
<S>                      <C>
0 through 3                   0%
More than 3 through 9         3%
More than 6 through 9         4%
More than 9 through 23        5%
More than 23                  6%
</TABLE>


                                       20

<PAGE>

     (c) Notwithstanding the foregoing, effective February 1, 2001, a customer
service Employee of Local #80, who during 2000 elected to have his or her
retirement benefits negotiated pursuant to collective bargaining, and effective
January 1, 2002 a Credit and Collection Employee of Local 80, shall receive an
Employer match on the Employee's salary reductions in accordance with the
Employer Match Schedule under the Savings Plan as in effect on January 31, 2001
or December 31, 2001, respectively.

     (d) Notwithstanding the foregoing, effective March 1, 2001, the Employer
match under section 4.2 for Detroit Local Participants (except for customer
service and Credit and Collection Employees represented by Local #80) and
effective September 1, 2001 for Greater Michigan Local Participants is increased
as follows:

<TABLE>
<S>                                             <C>
One through 3 Years of Service:                 3%
(Note:  service consumption technicians as
defined in section 4.2(b) shall continue
to have 0% Employer match for 1 through
3 Years of Service)

More than 3 Years through 9 Years of Service:   4%
</TABLE>

     In addition, in cases where the Participant's Salary Reduction contribution
is less than the percentage of his or her Compensation rate allowed in the above
schedule for the Participant's Years of Service, the Employer shall contribute
to the Voluntary Deduction Account of such participating Employee an amount
equal to 40 percent of the smaller of (1) the Participant's Voluntary Deduction
contribution, or (2) an amount equal to (A) the applicable contribution
percentage, per the above schedule, times the Participant's Compensation for a
pay period, minus (B) the Participant's Salary Reduction contribution. The
maximum Employer matching contributions on behalf of any Participant shall not
be increased until such Participant has provided notice to the Company in the
manner and timing prescribed by the Company.

     4.3. EMPLOYER ESOP CONTRIBUTIONS.

     (a) Basic ESOP Contribution. Each Employer shall contribute to the ESOP
Account of each of its participating Employees each pay period an amount equal
to the difference, if any, between (i) and (ii) below:

          (i) Sixty percent (60%) of the sum of the Salary Reduction and
     Voluntary Deduction contributions of such Detroit Local Participant for
     such pay period on and after January 1, 2001 or on or after July 1, 2001
     for the Greater Michigan Local (to be contributed to the restricted ESOP
     portion of the Plan); provided, however, that Salary Reduction and
     Voluntary Deduction contributions shall be disregarded to the extent that
     they exceed, in the aggregate, an amount determined by multiplying the
     applicable contribution percentage in the schedules set forth in section
     4.2 by such Participant's Compensation for the pay period.

          (ii) The value of the shares of Employer Stock allocated to the ESOP
     Account of such Participant pursuant to section 13.4(d) for such pay
     period. The value of shares allocated under section 13.4(d) shall be the
     market value thereof as of the last day of the


                                       21

<PAGE>

     pay period for which the shares are allocated, with the market value to be
     determined by the Company in a nondiscriminatory manner.

     (b) Dividend-Related Contributions. Each Employer also shall contribute to
the ESOP Account of each of its participating Employees such amounts as may be
necessary to acquire for the ESOP Account of such Participant shares of Employer
Stock having a fair market value equal to the amount of any dividends on shares
of Employer Stock allocated to the ESOP Account of such Participant that were
used to repay an ESOP loan in accordance with section 13.4(c). Such
contributions shall be made on, or as soon as practicable after, each date on
which dividends on allocated shares of Employer Stock are used to repay a loan.
In no event shall the shares of Employer Stock acquired with contributions under
this subsection (c) be allocated to the ESOP Account of such Participant later
than the last day of the Plan Year during which (but for the use of the dividend
to repay the loan) the dividend giving rise to such contribution would have been
allocated to the ESOP Account of such Participant.

     (c) Longevity Contributions. Within a reasonable time after each March 1 of
each Plan Year (the "Measurement Date"), each Employer shall contribute to the
ESOP Account of each of its participating Non-highly Compensated Eligible
Employees on active payroll as of the Measurement Date who has at least 30 Years
of Service as of such Measurement Date six hundred dollars ($600) in shares of
Employer Stock, as determined by the Company in a nondiscriminatory manner.

     4.4. ADDITIONAL EMPLOYER CONTRIBUTIONS. If a Participant receiving payments
(based upon 40 or more hours per week) under the terms of any Workers'
Compensation law does not have sufficient compensation to make Salary Reduction
or Voluntary Deduction contributions in an amount equal to the amount of the
Participant's contributions as in effect during the Participant's last period of
active service, then the Participant's Employer shall contribute on behalf of
the Participant such additional amount as would have been contributed by the
Employer under sections 4.2 and 4.3 on behalf of such Participant had the
Participant's contributions been continued at the rate in effect during the
Participant's last period of active service. Additional contributions under this
section 4.4 shall be treated for accounting purposes as if made under section
4.2 or 4.3, as applicable, except such contributions shall not be considered
when computing the Contribution Percentage. Contributions under this section 4.4
shall be deemed contributions made under Code section 415(c)(3)(C), and for
purposes of calculations under section 415, "compensation" shall include the
compensation the Participant would have received if the Participant were paid at
the rate of compensation paid immediately before becoming disabled.

     4.5. ROLLOVER CONTRIBUTIONS.

     (a) From Qualified Plan. If an Employee receives, either before or after
becoming an Eligible Employee an eligible rollover distribution (within the
meaning of Code section 402(c)(4)) from an employees' trust described in Code
section 401(a) which is exempt from tax under Code section 501(a) or from a
qualified annuity plan described in Code section 403(a) (other than an
employees' trust or an annuity plan under which the Employee was an Employee
within the meaning of Code section 401(c)(1) at the time contributions were made
on the Employee's behalf under such trust or annuity plan), then such Employee
may transfer and


                                       22

<PAGE>

deliver to the Company, to be credited to the Employee's Employee Salary
Reduction Account as if it were a Salary Reduction contribution, an amount which
does not exceed the amount of such qualified total distribution or eligible
rollover distribution (including any proceeds from the sale of any property
received as a part of such qualified total distribution or eligible rollover
distribution) less, in the case of a qualified total distribution made prior to
January 1, 2002, the amount considered contributed to such trust or annuity plan
by the Employee. Former Employees who are Participants and who receive an
eligible rollover distribution from another plan sponsored by an Employer may
make rollover contributions in accordance with this section.

     (b) From Individual Retirement Account or Annuity. If-

          (i) an Employee receives, either before or after becoming an Eligible
     Employee, a distribution or distributions from an individual retirement
     account or individual retirement annuity (within the meaning of Code
     section 408) or from a retirement bond (within the meaning of Code section
     409); and

          (ii) no amount in such account, no part of the value of such annuity,
     or no part of the value of the proceeds of such bond is attributable to any
     source other than an eligible rollover distribution (within the meaning of
     Code section 402(c)(4)) from an employees' trust described in Code section
     401(a) which is exempt from tax under Code section 501(a) or annuity plan
     described in Code section 403(a) (other than an employees' trust or an
     annuity plan under which the Employee was an Employee within the meaning of
     Code section 401(c) at the time contributions were made on his or her
     behalf under such trust or annuity plan) and any earnings on such a
     qualified total distribution or eligible rollover distribution; then such
     Employee may transfer and deliver to the Company, to be credited to his or
     her Salary Reduction Account as if it were a Salary Reduction contribution,
     such distribution or distributions.

     (c) Notwithstanding anything in (a) or (b) above to the contrary, the Plan
will accept direct rollovers of distributions made after December 31, 2001 from
an annuity contract described in section 403(b) of the Code, excluding after-tax
employee contributions, an eligible plan under section 457(b) of the Code which
is maintained by a state, political subdivision of a state, or any agency or
instrumentality of a state or political subdivision of a state, and the Plan
will accept a Participant contribution of an eligible rollover distribution from
a qualified plan described in section 401(a) or 403(a) of the Code, an annuity
contract described in section 403(b) of the Code, an eligible plan under section
457(b) of the Code which is maintained by a state, political subdivision of a
state, or any agency or instrumentality of a state or political subdivision of a
state, and the Plan will accept a Participant rollover contribution of the
portion of a distribution from an individual retirement account or annuity
described in section 408(a) or 408(b) of the Code that is eligible to be rolled
over and would otherwise be includible in gross income.

     After-tax contributions shall be deposited in a separately maintained
Employee Voluntary Deduction Account established for the benefit of the
Employee.

     (d) Timing and Substantiation. Any transfer and delivery pursuant to this
section 4.5 shall be delivered by the Employee to the Company and by the Company
to the Trustee on or


                                       23

<PAGE>

before the sixtieth day after the day on which the Employee receives the
distribution or on or before such later date as may be prescribed by law. Any
such transfer and delivery must be accompanied by (i) a statement of the
Employee that to the best of his or her knowledge the amount so transferred
meets the conditions specified in this section 4.5, and (ii) a copy of such
documents as may have been received by the Employee advising him of the amount
and the character of such distribution. Notwithstanding the foregoing, the
Company shall not accept a rollover contribution if, in its judgment, such
acceptance would cause the Plan to violate any provision of the Code or
Regulations.

     (e) Deemed Contribution for Certain Purposes. A rollover contribution
pursuant to this section 4.5 shall be deemed to be a contribution of a
Participant for purposes of the value of a Participant's fund account as
provided in section 8.2 and in determining the amount distributable to a
Participant, the provisions of Article IX that are applicable to Salary
Reduction contributions will be used, pursuant to section 9.1, but not for
purposes of determining the amount of the contribution to be made on behalf of a
Participant by his or her Employer pursuant to section 4.2, 4.3, or 4.4 or
calculating the Annual Addition of such Participant.

     (f) Deemed Participation for Certain Purposes. If the amount of rollover
contributions is made by an Employee prior to becoming a Participant, such
Employee shall, until such time as the Employee becomes a Participant, be deemed
to be a Participant for all purposes of the Plan except for purposes of any
determination of when he or she becomes a Participant pursuant to section 3.1
and the making of contributions pursuant to section 4.1 (a).

     (g) Invalid Rollover. In the event that a rollover contribution to this
Plan is later found to be invalid, the Trustee, at the direction of the Plan
Administrator, shall distribute that contribution, plus earnings thereon, to the
Employee as soon as possible.

     4.6. TRANSFERS FROM THE SAVINGS PLAN. If an Employee who previously had
participated in the Savings Plan becomes a Participant in the Plan and the
Participant's plan account in the Savings Plan (including any outstanding loans)
is transferred to the Plan in accordance with the Savings Plan, the Plan shall
accept such transfer. Amounts transferred shall be 100 percent vested at all
times and shall be treated for all purposes in the same manner as they were
treated under the Savings Plan; that is:

     (a) Amounts attributable to Employer salary reduction contributions under
the Savings Plan shall be allocated to the Participant's Employee Salary
Reduction Account;

     (b) Amounts attributable to voluntary deduction contributions under the
Savings Plan and rollover contributions of after-tax contributions shall be
allocated to the Participant's Employee Voluntary Deduction Account;

     (c) Amounts attributable to Employer Savings Plan contributions shall be
allocated to the Participant's Employer Salary Reduction Account or Employer
Voluntary Deduction Account, as the case may be; and

     (d) Amounts transferred from the ESOP Account of the Participant in the
Savings Plan shall be allocated to the Participant's ESOP Account.


                                       24

<PAGE>

     Notwithstanding the foregoing, amounts transferred shall not be used for
purposes of determining the amount of the contribution to be made on behalf of a
Participant by the Employer pursuant to section 4.2, 4.3, or 4.4, or calculating
the Actual Deferral Percentage or Annual Addition of the Participant.

     4.7. LIMITATIONS ON SALARY REDUCTION CONTRIBUTIONS.

     (a) Dollar Limitation. No Participant shall be permitted to have elective
deferrals made under this Plan, or any other qualified plan maintained by the
Employer during any taxable year, in excess of the dollar limitation contained
in section 402(g) of the Code in effect for such taxable year, except to the
extent permitted under section 4.1(e) of the Plan and section 414(v) of the
Code, if applicable.

     (b) ADP Test. Effective for Plan Years beginning on or after January 1,
1997, in addition to the limitations set forth elsewhere in this Plan, one of
the following tests must be satisfied for the Plan Year:

          (i) The Average Actual Deferral Percentage for Highly Compensated
     Employees who are eligible to participate for the Plan Year shall not
     exceed the Average Actual Deferral Percentage for the immediately preceding
     Plan Year for Nonhighly Compensated Employees who were then eligible to
     participate multiplied by 1.25; or

          (ii) The Average Actual Deferral Percentage for Highly Compensated
     Employees who are eligible to participate for the Plan Year shall not
     exceed the Average Actual Deferral Percentage for the immediately preceding
     Plan Year for Nonhighly Compensated Employees who were then eligible to
     participate multiplied by two, provided that the Average Actual Deferral
     Percentage for such Highly Compensated Employees does not exceed the
     Average Actual Deferral Percentage for such Nonhighly Compensated Employees
     by more than two percentage points or such lesser amount as the Secretary
     of Treasury shall prescribe in accordance with Code section 401(m)(9) to
     prevent the multiple use of this alternative limitation with respect to any
     Highly Compensated Employee. Any such restriction on the multiple use of
     the alternative limit shall be implemented pursuant to uniform rules
     adopted by the Company.

     (c) Determination of Actual Deferral Percentages. For purposes of the
Actual Deferral Percentage test described in this section 4.7-

          (i) An Elective Deferral will be taken into account for a Plan Year
     only if it relates to Compensation that either would have been received by
     the Eligible Employee in the appropriate Plan Year (but for the deferral
     election) or is attributable to services performed by the Eligible Employee
     in the Plan Year and would have been received by the Eligible Employee
     within 2 1/2 months after the close of the Plan Year (but for the deferral
     election);

          (ii) An Elective Deferral will be taken into account for a Plan Year
     only if it is allocated to the Eligible Employee as of a date within that
     Plan Year. For this purpose, an Elective Deferral is considered allocated
     as of a date within a Plan Year if the allocation is not contingent on
     participation or performance of services after such date


                                       25

<PAGE>

     and the Elective Deferral is actually paid to the Trust no later than 12
     months after the Plan Year to which the contribution relates;

          (iii) The Actual Deferral Percentage for an Employee who is eligible
     to participate shall be computed by treating any Excess Deferral (as
     defined in section 4.8) as an Elective Deferral, except to the extent
     provided by Regulations;

          (iv) The Actual Deferral Percentage for any Employee who is a
     participant under two or more section 401(k) plans or arrangements that are
     maintained by the Company or an Affiliated Company shall be determined as
     if all such Elective Deferrals were made under a single arrangement;
     provided, however, that no Elective Deferrals under an employee stock
     ownership plan (as defined in Code section 4975(e)(7)) shall be taken into
     account for purposes of this section 4.7;

          (v) In the event that two or more plans which include cash-or-deferred
     arrangements are considered as one plan for purposes of Code section
     401(a)(4) or 410(b), the cash-or-deferred arrangements included in such
     plans shall be treated as one arrangement for purposes of this section 4.7;

          (vi) The determination and treatment of the Elective Deferrals and
     Actual Deferral Percentage of any Employee shall satisfy such other
     requirements as may be prescribed by the Secretary of Treasury.

          (vii) The family aggregation rules of Code section 414(q)(6) shall not
     apply for any Plan Year beginning on or after January 1, 1997.

     4.8. DISTRIBUTION OF EXCESS DEFERRALS. "Excess Deferrals" means excess
deferrals as defined under Code section 402(g). Notwithstanding any other
provision of the Plan, the Excess Deferral, if any, of each Employee with
respect to a calendar year plus any income and minus any loss allocable thereto
shall be distributed no later than April 15 of the following calendar year to
each Employee who claims an Excess Deferral for the preceding calendar year.
Excess Deferrals shall be treated as Annual Additions under the Plan.

     The Employee's claim shall be in writing; shall be submitted to the Company
no later than March 1; shall specify the Employee's Excess Deferral for the
preceding calendar year; and shall be accompanied by the Employee's written
statement that if such amount is not distributed, such Excess Deferral, when
added to amounts deferred under other plans or arrangements described in Code
section 401(k), 408(k), or 403(b), exceeds the limit imposed on the Employee by
Code section 402(g) for the year in which the deferral occurred.

     Notwithstanding the preceding paragraph, the Employer may notify the Plan
on behalf of the individual of Excess Deferrals to the extent that the
individual has Excess Deferrals for the calendar year calculated by taking into
account only elective deferrals under this Plan and other plans of the Company
and any Affiliated Company.

     The Excess Deferral distributed to an Employee with respect to a calendar
year shall be adjusted for any income or loss thereon for such calendar year and
for the period between the end of such calendar year and the date of
distribution. The income or loss allocable to such


                                       26

<PAGE>

calendar year shall be determined by multiplying the income or loss for such
calendar year allocable to the Employee's Salary Reduction Account by a
fraction, the numerator of which is the Excess Deferral of the Employee for such
calendar year and the denominator of which is the Employee's Salary Reduction
Account balance on the last day of such calendar year. The income or loss
allocable to the period between the end of such calendar year and the date of
distribution shall be equal to 10 percent of the income or loss allocable to the
Excess Deferral for the preceding calendar year multiplied by the number of
calendar months that have elapsed from the end of the preceding calendar year to
the date of distribution. A distribution occurring on or before the fifteenth
day of the month shall be treated as having been made on the last day of the
preceding month and a distribution occurring after such fifteenth day shall be
treated as having been made on the first day of the following month.

     In the event that an Employee's Salary Reduction contributions are
distributed to such Employee under this section 4.8, any Employer contributions
attributable thereto plus any income and minus any loss allocable thereto shall
be forfeited.

     4.9. DISTRIBUTION OR RECHARACTERIZATION OF EXCESS CONTRIBUTIONS.

     (a) Determination of Excess Contributions. "Excess Contributions" means,
with respect to any Plan Year, the excess of (i) the aggregate amount of
Elective Deferrals actually paid over to the Trust on behalf of Highly
Compensated Employees for such Plan Year, over (ii) the maximum amount of such
Elective Deferrals permitted under the limitations of section 4.7(b), in
accordance with the provisions of Code section 401(k)(8).

     Excess Contributions shall be returned to Highly Compensated Employees. The
total excess contributions to be refunded shall equal:

          (i) the aggregate amount of contributions taken into account in
     determining the ADP of Highly Compensated Employees for the Plan Year in
     excess of

          (ii) the maximum amount of such contributions permitted under section
     4.7(b), above, determined by hypothetically reducing contributions made on
     behalf of Highly Compensated Employees in order of their Actual Deferral
     Percentages beginning with the highest of such percentages.

     The total excess contributions shall be refunded to Highly Compensated
     Employees on the basis of the amount of contributions by, or on behalf of,
     each such Participant.

     The Highly Compensated Employee shall receive the portion of his or her
Employee Deferrals (and income allocable thereto) which will either enable the
Plan to distribute the total Excess Contribution or cause such Highly
Compensated Employee's Elective Deferrals to equal the Elective Deferrals of the
Highly Compensated Employee with the next highest amount of Elective Deferrals.
This prior process must then be repeated until the Plan has distributed the
total Excess Contributions described above. After all such distributions have
been made, the requirements of section 4.7(b) shall be deemed to have been
satisfied.

     Excess Contributions shall be treated as Annual Additions under the Plan.
For purposes of this section 4.9, to the extent permitted by the Code, the
Excess Contributions shall be reduced


                                       27

<PAGE>

by the amount of any Excess Deferrals included in such Excess Contributions and
distributed to the Employee pursuant to section 4.8.

     (b) Distribution or Recharacterization. Notwithstanding any other provision
of the Plan, either-

          (i) Excess Contributions with respect to a calendar year plus any
     income and minus any loss allocable thereto shall be distributed no later
     than the last day of the following calendar year to Employees on whose
     behalf such Excess Contributions were made for the preceding calendar year;
     or

          (ii) at the election of the Employee and to the extent permitted by
     the Code, the Excess Contributions shall be treated as distributed to the
     Employee and then contributed by the Employee to the Plan as a Voluntary
     Deduction contribution.

     (c) Adjustment for Income and Loss. The Excess Contributions to be
distributed to an Employee with respect to a calendar year shall be adjusted for
any income or loss thereon for such calendar year and for the period between the
end of such calendar year and the date of distribution. The income or loss
allocable to such calendar year shall be determined by multiplying the income or
loss for such calendar year allocable to the Employee's Salary Reduction Account
by a fraction, the numerator of which is the Excess Contributions for such
calendar year and the denominator of which is the Employee's Salary Reduction
Account balance on the last day of such calendar year. The income or loss
allocable, to the period between the end of such calendar year and the date of
distribution shall be equal to 10 percent of the income or loss allocable to the
Excess Contributions for the preceding calendar year multiplied by the number of
calendar months that have elapsed from the end of the preceding calendar year to
the date of distribution. A distribution occurring on or before the fifteenth
day of the month shall be treated as having been made on the last day of the
preceding month and a distribution occurring after such fifteenth day shall be
treated as having been made on the first day of the following month.

     In the event that an Employee's Salary Reduction contributions are
distributed to such Employee under this section 4.9, any Employer contributions
attributable thereto plus any income and minus any loss allocable thereto shall
be forfeited.

     4.10. STATUTORY (CODE SECTION 415) LIMITATIONS ON ALLOCATIONS TO ACCOUNTS.
Notwithstanding any other provision of the Plan, contributions under the Plan
shall be subject to the limitations set forth in Code section 415, which are
incorporated herein by reference. For purposes of applying such limitations to
contributions under the Plan, the rules set forth in this section 4.10 shall be
applicable.

     (a) Plan Years After 2001. For Plan Years beginning after December 31,
2001, and notwithstanding any other provisions of this Plan, the Annual Addition
with respect to a Participant for a Plan Year shall not exceed the lesser of-

               (A) $40,000, as adjusted for increases in the cost-of-living
          under Code Section 415(d); or


                                       28

<PAGE>

               (B) 100 percent (100%) of the Participant's Compensation for the
          Plan Year.

     (b) Annual Addition. The term "Annual Addition" means the amount allocated
to a Participant's account during any calendar year that constitutes-

          (i)  Employer contributions;

          (ii) Employee contributions;

          (iii)forfeitures; and

          (iv) amounts described in Code sections 415(l)(2) and 419(A)(d)(3).

     The compensation limitation referred to in Code section 415(c)(1)(B) shall
not apply to-

               (1)  any contribution for medical benefits (within the meaning of
                    Code section 419A(f)(2)) after separation from service which
                    is otherwise treated as an Annual Addition, or

               (2)  any amount otherwise treated as an Annual Addition under
                    Code section 415(l)(2).

     The Annual Addition for any calendar year before 1987 shall not be
recomputed to treat all Employee contributions as an Annual Addition.

     (c)  Reduction of Annual Additions.

          (i) If the limitations of Code section 415 would be exceeded as a
     result of a reasonable error in estimating a Participant's Compensation, a
     reasonable error in determining the amount of elective deferrals under Code
     section 402(g)(3), an allocation of forfeitures or on account of such other
     limited facts and circumstances as the Commissioner of the Internal Revenue
     Service finds justify the application of the rules herein set forth, the
     Annual Additions to the Participant's Account which exceed the applicable
     limitation shall be returned to the Participant to the extent of all or any
     portion of any Voluntary Deductible contributions that were made by the
     Participant pursuant to Article IV.

          (ii) If the Participant made no Voluntary Deduction contributions or
     if, after returning all or part of such contributions in accordance with
     the previous paragraph, the Participant's Annual Additions still exceed the
     limitations of Code section 415, then such excess shall be returned to the
     Participant to the extent of all or any portion of any Salary Reduction
     contributions made on behalf of such Participant, together with any net
     earnings and gains on such contributions as hereinabove described.

          (iii)If, after returning all or any portion of Voluntary Deduction
     and Salary Reduction contributions of a Participant in accordance with the
     preceding paragraphs, his or her Annual Additions still exceed the
     limitations of Code section 415, such portion of


                                       29

<PAGE>

     the Employer contributions under section 4.2 made on behalf of the
     Participant as must be removed to meet the limitations shall be allocated
     and reallocated to other Participants' Investment Plan Accounts as
     contributions by the Employer.

          (iv) If, after reallocating all or any portion of Employer
     contributions under section 4.2, a Participant's Annual Additions still
     exceed the limitation of Code section 415, such portion of the Employer
     contributions under section 4.3(a) made on behalf of the Participant and
     shares of Employer Stock allocated to the Participant's ESOP Account under
     section 13.4(d) as must be removed to meet the limitations shall be
     allocated and reallocated to other Participant's ESOP Accounts as
     contributions by the Employer.

          (v) If the limitations of Code section 415 would be exceeded as a
     result of a reasonable error in estimating a Participant's Compensation, a
     reasonable error in determining the amount of elective deferrals under Code
     section 402(g)(3), an allocation of forfeitures, or on account of such
     other limited facts and circumstances which the Commissioner of the
     Internal Revenue Service finds justify the availability of the following
     rules, and any amount cannot be allocated during the Plan Year in
     accordance with the foregoing procedure without exceeding the applicable
     limitations for one or more Participants, any remaining amount shall be
     held unallocated in a special suspense account to be allocated to
     Participants in the succeeding Plan Year or Plan Years; provided, however,
     that (A) no Employer contributions and no Voluntary Deduction contributions
     shall be made in such succeeding Plan Year of Plan Years until such special
     suspense account is exhausted by allocations and reallocations; (B) no
     investment gains (or losses) or other income shall be allocated to the
     special suspense account; and (C) the amounts in the special suspense
     account shall be allocated as soon as possible without violating the
     limitation of this section 4.10.


                                       30

<PAGE>

                        ARTICLE V - VESTING IN ACCOUNTS

     5.1. EMPLOYEE SALARY REDUCTION ACCOUNTS, EMPLOYEE POST-1986 VOLUNTARY
DEDUCTION ACCOUNT, AND EMPLOYEE PRE-1987 VOLUNTARY DEDUCTION ACCOUNT. The
Employee Salary Reduction Account, the Employee Post-1986 Voluntary Deduction
Account, the Employee Pre-1987 Voluntary Deduction Account, and the Rollover
Account of each Participant shall be fully vested and nonforfeitable at all
times.

     5.2. EMPLOYER SALARY REDUCTION ACCOUNT, EMPLOYER VOLUNTARY DEDUCTION
ACCOUNT, AND ESOP ACCOUNT.

     (a) In General. A Participant shall have a vested and nonforfeitable
interest in his or her Employer Salary Reduction Account, Employer Voluntary
Reduction Account, and ESOP Account after the Employee has completed at least
five Years of Service. Prior to that time, the Employee shall have no vested
interest in such accounts.

     (b) Accelerated Vesting. Notwithstanding section 5.2(a) above but subject
to section 4.4, a Participant shall be fully vested and have a nonforfeitable
interest in his or her entire Employer Salary Reduction Account, Employer
Voluntary Deduction Account, and ESOP Account if-

          (i) while still an Employee, he or she attains age 65;

          (ii) the Participant terminates employment with the Employer for
     reasons described in section 9.1 (a), (b) or (c);

          (iii) while the Participant is an Employee, contributions to the Plan
     are completely discontinued or the Plan is terminated, or the Plan is
     partially terminated and such Participant is affected by such partial
     termination; or

          (iv) while the Participant is an Employee, his or her account balance
     is transferred to the Savings Plan in accordance with that plan (in which
     case such account balance shall be vested under the recipient plan).


                                       31

<PAGE>

                       ARTICLE VI - INVESTMENT PROVISIONS

     6.1. INVESTMENT OF CONTRIBUTIONS. Employer contributions under sections
4.2, 4.3, and 4.4 and Employee contributions shall be invested in accordance
with the following provisions:

     (a) The Employer contributions made pursuant to section 4.3(a), (c), and
(d) shall be invested in the Employer Stock Fund (through each Participant's
ESOP Account), which fund is described in Article VII.

     (b) Each Participant shall, by direction to the Company in the form
prescribed by the Company, direct that the Employer contributions made pursuant
to section 4.2 and Employee contributions, including those made as a Salary
Reduction, be invested in such funds offered by the Trustee as are selected by
the Company.

     Employee contributions, including those made as a Salary Reduction, and the
portion of Employer contributions referenced in section 6.1(b) above, need not
be invested in the same fund. A Participant shall direct the manner in which the
total of such contributions and such Employer contributions referenced in
section 6.1(b) above shall be divided, equally or otherwise, among the funds.

     6.2. CHANGE OF INVESTMENT DIRECTION. Any investment direction given by a
Participant under section 6.1 shall be deemed to be a continuing direction until
changed by the Participant. A Participant may change any such direction in
accordance with such procedures as the Company may from time to time provide and
apply in a nondiscriminatory manner.

     6.3. TRANSFERS BETWEEN INVESTMENT FUNDS. A Participant or former
Participant may direct that all or any part of the value of his or her interest
in any investment fund be transferred to one or more of the other funds except
that, prior to January 1, 2002, a Participant or former Participant may not
transfer any amount from the Employer Stock Fund to the extent that the balance
remaining in such fund immediately after the transfer would be less than the
value of his or her ESOP Account. Provided, however, that effective January 1,
2002 60% of the Company match in Employer Stock shall remain in the Stock Fund
for one full calendar year before it may be transferred to the other funds. Also
effective January 1, 2002, the restrictions on prior Company match contributions
made in Employer Stock shall lapse at the rate of 1/12 per month on the last
business day of each month.


                                       32

<PAGE>

                         ARTICLE VII - INVESTMENT FUNDS

     7.1. INVESTMENT FUNDS. The Trustee shall establish, operate, and maintain
the following funds exclusively for the collective investment and reinvestment
of monies directed by the Company to be invested in such funds on behalf of
Participants:

     (a) Employer Stock Fund. An Employer Stock fund which shall be invested
solely in Employer Stock.

     (b) Other Funds. Such other funds offered by the Trustee as the Company may
select. Notwithstanding the foregoing, the Trustee or the investment manager, as
the case may be, shall invest such portion of the assets of the funds as the
Company may deem necessary or appropriate to facilitate the administration of
such funds in any short-term fixed income fund as may be established under any
common, commingled, or collective trust for employee benefit plans established
and maintained by the Trustee.

     7.2. MANAGEMENT OF INVESTMENT FUNDS. Except as otherwise provided in this
Article VII, the ownership of the assets and investments of the funds shall be
in the Trustee as such; and the Trustee shall have in respect of any and all
assets of the funds the same powers as if it were absolute owner thereof.

     7.3. VOTING OF EMPLOYER STOCK.

     (a) Instructions from Participants. The Trustee shall vote, in person or by
proxy, shares of Employer Stock held by the Trustee in the Employer Stock Fund
in accordance with instructions obtained from Participants.

     Each Participant shall be entitled to give voting instructions with respect
to the number of shares of such respective stock which bears the same ratio to
the total number of shares held by the Trustee on the record date as the number
of shares allocated to the respective stock fund account of such Participant as
of the Valuation Date preceding such record date bears to the total number of
shares allocated to the respective stock fund accounts of all Participants as of
such Valuation Date, excluding shares allocated to the accounts of persons whose
accounts have been distributed prior to such record date. Written notice of any
meeting of stockholders of DTE Energy Company and a request for voting
instructions shall be given by the Company or the Trustee, at such time and in
such manner as the Company shall determine, to each Participant entitled to give
instructions for the voting of stock at such meeting. Shares with respect to
which no voting instructions are received from Participants and unallocated
shares of the ESOP shall be voted by the Trustee in the same proportion as
shares for which voting instructions are received from Participants. The Trustee
shall combine and vote fractional shares to the extent possible to reflect the
voting instructions of Participants.

     (b) Confidentiality. The instructions received by the Trustee from
Participants shall be held by the Trustee in strict confidence and shall not be
divulged or released to any person, including officers or employees of the
Company or any Affiliated Company.


                                       33

<PAGE>

     7.4. TENDER OFFERS.

     (a) Rights of Participants. Notwithstanding any other provisions of this
instrument, in the event an offer is made generally to the shareholders of
Employer Stock to transfer all or a portion of the Employer Stock in return for
valuable consideration including, but not limited to, offers regulated by
section 14(D) of the Securities Exchange Act of 1934, as amended, each
Participant owning a beneficial interest in the Employer Stock Fund shall have
the sole and exclusive right to decide if the common stock representing his or
her interest in such fund shall be tendered. Each Participant shall have the
right, to the extent the terms of the tender offer so permit, to direct the
withdrawal of such shares from tender. A Participant shall not be limited as to
the number of instructions to tender or withdraw from tender which he or she can
give; provided, however, the Participant shall not have the right to give
instructions to tender or withdraw from tender after a reasonable time
established by the Trustee pursuant to section 7.4(c) below.

     (b) Duties of the Company. Within a reasonable time after the commencement
of a tender offer, the Company shall provide to each Participant having an
ownership interest in the Employer Stock Fund-

          (i) the offer to purchase as distributed by the offeror to
     shareholders of Employer Stock,

          (ii) a statement of the shares representing the Participant's interest
     in the Employer Stock Fund as of the most recent information available from
     the Company, and

          (iii) directions as to the means by which a Participant can give
     confidential instructions to the Trustee with respect to the tender. The
     Company shall establish and pay for a means by which a Participant can
     expeditiously deliver to the Trustee instructions with respect to the
     tender.

     (c) Duties of the Trustee. The Trustee shall follow the instructions of the
Participants with respect to the tender offer. The Trustee shall not tender
shares for which no instructions are received. Unallocated shares of Employer
Stock of the ESOP shall be tendered or exchanged by the Trustee in the same
proportion as the allocated shares for which the Trustee has received direction
are tendered or exchanged, subject to the terms of any loan or pledge agreement
covering such shares. On the basis of its ability to comply with the terms of
the offer, the Trustee shall establish a reasonable time after which it shall
not accept the instructions of Participants.

     (d) Confidentiality. The instructions received by the Trustee from
Participants shall be held by the Trustee in strict confidence and shall not be
divulged or released to any person, including officers or employees of the
Company or any Affiliated Company.

     7.5. NAMED FIDUCIARY STATUS. For purposes of sections 7.3 and 7.4, each
Participant is hereby designated a "named fiduciary" within the meaning of ERISA
section 403(a)(1) with respect to shares of Employer Stock as to which he or she
is entitled to make voting or tender offer decisions.

     7.6. EXPENSES OF FUNDS. Brokerage commissions, transfer taxes, and other
charges and expenses in connection with the purchase and sale of securities for
a fund shall be charged to the fund. Any income and other taxes payable with
respect to a fund shall likewise be charged to the fund.


                                       34

<PAGE>

                ARTICLE VIII - ACCOUNTS AND RECORDS OF THE PLAN

     8.1. COMPANY TO MAINTAIN ACCOUNTS.

     (a) The Company shall maintain, or cause to be maintained, for each
Participant-

          (i) an Investment Plan Account attributable to Voluntary Deduction
     contributions and related Employer contributions under section 4.2, and

          (ii) a separate account attributable to Salary Reduction contributions
     and related Employer contributions under section 4.2, each of which shall
     be composed, to the extent required by the investment directions of the
     particular Participant, of an Employer Stock Fund account and an account
     for each other applicable fund in which his contributions and related
     Employer contributions are invested, and

          (iii) a separate Rollover Account with an after-tax rollover
     subaccount to be maintained separately from the other accounts.

     (b) The Company also shall maintain, or cause to be maintained, for each
Participant-

          (i) an ESOP Account attributable to Employer contributions under
     section 4.3(a), (c) and (d), and

          (ii) shares of Employer Stock allocated to the Participant pursuant to
     section 13.4(d), each of which shall be composed of an Employer Stock Fund
     account and, to the extent diversification elections are made by the
     Participant under section 13.5, such other accounts as the Company or its
     delegate deems necessary or appropriate in giving effect to the
     diversification requirements of section 13.5.

     The Company shall maintain, or cause to be maintained, all necessary
records.

     8.2. PLAN ACCOUNTING. The interests of each Participant in the funds shall
be his or her proportionate share of the value of such funds as of any Valuation
Date. The Participant's proportionate share may be determined under any
accounting method selected by the Company that allocates fairly, in the opinion
of the Company, the investment gains and losses by or on behalf of each
Participant to the fund and that complies with the requirements of the Code and
the Regulations thereunder. The value of Participants' fund accounts shall be
redetermined as of each Valuation Date.

     8.3. VALUATION OF FUNDS. The value of a fund as of any Valuation Date shall
be the market value of all assets (including any uninvested cash) held by the
fund as determined by the Trustee reduced by the amount of any accrued
liabilities of the fund on such Valuation Date. The Trustee's determination of
market value shall be binding and conclusive upon all parties.

     To the extent any Employer securities held by the Plan are not readily
tradable on an established securities market, valuation of such securities shall
be made by an independent appraiser who meets requirements similar to the
requirements of the regulations prescribed under Code section 170(a)(1).


                                       35

<PAGE>

     8.4. VALUATION OF INVESTMENT PLAN ACCOUNT. The value of a Participant's
Investment Plan Account as of any Valuation Date shall be the sum of the values
of the Participant's Employer Stock Fund account, and any other of the
Participant's fund accounts attributable to Salary Reductions, Voluntary
Deductions, and Employer Contributions under section 4.2.

     8.5. VALUATION OF ESOP ACCOUNT. The value of a Participant's ESOP Account
as of any Valuation Date shall be the sum of-

     (a) the value of the Participant's Employer Stock Fund account attributable
to Employer contributions on his or her behalf under section 4.3(a), (c) and (d)
and shares of Employer Stock allocated to his or her ESOP Account under section
13.3(d); and

     (b) the sum of the values of the Participant's fund accounts attributable
to diversification elections under section 13.4.

     8.6. VALUATION OF PLAN ACCOUNT. The value of a Participant's Plan Account
as of any Valuation Date shall be the sum of the values of the Participant's
Employer Stock Fund account, and any other investment fund accounts maintained
on the Participant's behalf under the Plan.

     8.7. COMPANY TO FURNISH ANNUAL STATEMENTS OF VALUE OF PLAN. The Company
shall, not less frequently than annually distribute to each Participant in the
Plan a statement setting forth the Plan Account of such Participant. Such
statement shall be deemed to have been accepted as correct unless written notice
of objections thereto is received by the Company or the Employer within 30 days
after the distribution of such statement to the Participant.

     8.8. TRUST AGREEMENT. A Trust has been established to fund benefits under
the Plan. The Employers may, without further reference to or action by any
Employee or Participant, from time to time enter into further agreements with
the Trustee and make such amendments to such Trust Agreement or such further
agreements as they may deem necessary or desirable to carry out the Plan, and
may take such other steps and execute such other instruments as the Employers
may deem necessary or desirable to put the Plan into effect or to carry it out.


                                       36

<PAGE>

                ARTICLE IX - DISTRIBUTIONS, WITHDRAWALS AND LOANS

     9.1. DISTRIBUTION UPON TERMINATION OF EMPLOYMENT ENTITLING PARTICIPANT TO
VALUE OF PLAN ACCOUNT. Upon-

     (a) termination of a Participant's employment with his or her Employer due
to retirement on the Participant's Normal Retirement Date or Disability
Retirement Date,

     (b) the death of the Participant,

     (c) termination of a Participant's employment with his or her Employer or
placement on inactive payroll because of total and permanent disability or
legally established mental incompetency of the Participant not qualifying the
Participant for retirement hereunder, or

     (d) termination of a Participant's employment with his or her Employer
under any circumstances after the Participant has satisfied the Vesting
Requirement,

     the Company shall, subject to the provisions of section 9.7, direct the
     Trustee to distribute to the Participant or, in a proper case his or her
     designated beneficiary or legal representative, the value of the
     Participant's Plan Account in a lump sum.

     9.2. DISTRIBUTION UPON TERMINATION OF EMPLOYMENT UNDER CIRCUMSTANCES
RESULTING IN FORFEITURE OF EMPLOYER CONTRIBUTIONS. Upon termination of a
Participant's employment under circumstances other than those described in
sections 9.1 and 9.7(c)(ii), the Company shall, subject to the provisions of
section 9.7, direct the Trustee to distribute to the Participant an amount equal
to the value of the Participant's Employee Pre-1987 Voluntary Deduction Account,
Employee Post-1986 Voluntary Deduction Account, and Employee Salary Reduction
Account each of which shall be fully vested and nonforfeitable at all times.
Subject to section 4.4, the Participant's Employer Voluntary Deduction Account,
Employer Salary Reduction Account, and ESOP Account shall be forfeited and
applied in reduction of the next succeeding contribution which the Participant's
Employer would otherwise contribute to the Trust; provided, however, if such
Participant is reemployed prior to incurring five consecutive Break in Service
Years, then following the Participant's date of reemployment, the Participant's
Employer shall contribute on behalf of such Participant an amount equal to the
amount that was forfeited upon his or her termination of employment, and such
contribution shall be credited to the same accounts from which it was forfeited,
in the same amounts. Such contributions shall not be taken into account in
determining under section 4.10 the Annual Additions to such Participant's
Investment Plan Account.

     9.3. CERTAIN DISTRIBUTIONS FROM PARTICIPANT ACCOUNTS.

     (a) In General. Any Participant may, upon notice to the Company in the form
and timing prescribed by the Company, terminate his or her participation in the
Plan. Within a reasonable period of time following processing of such
termination, the Company shall direct the Trustee to distribute to the
Participant an amount equal to the value of the Participant's Employee Pre-1987
Voluntary Deduction Account and Employee Post-1986 Voluntary Deduction Account;
but only to the extent attributable to Voluntary Deduction contributions that
have been in the Plan for at least 2 years.


                                       37

<PAGE>

     (b) Withdrawals After Age 59 1/2. Upon notice to the Company in the form
and timing prescribed by the Company, any Participant who has attained age 59
1/2 may make an election, not more frequently than once every calendar year, to
withdraw all or any portion of the vested amount of his or her Plan Account.
Within a reasonable period of time following the processing of such election,
the Company shall direct the Trustee to distribute to the Participant as of such
Valuation Date the amount the Participant has elected to withdraw.

     (c) Limited Withdrawal in the Event of Hardship. If a Participant incurs a
financial hardship as defined in section 9.6, the Participant may limit the
amount of a distribution from his or her Voluntary Deduction Account under
section 9.3(a) to the amount necessary to satisfy the hardship and to pay any
taxes resulting from such distribution.

     9.4. IN-SERVICE WITHDRAWALS - GENERAL. At its discretion, the Company may
adopt rules limiting the number of withdrawals that may be made in any Plan Year
and prescribe a minimum amount that may be withdrawn. All requests for a
withdrawal shall be submitted in a form prescribed by the Company. A Participant
may not rescind a request for withdrawal which has been submitted to the Company
unless the Company consents. A withdrawal shall be distributed as soon as
reasonably practicable after the withdrawal request is received. Effective
January 1, 2002, the Company match in Employer stock must remain in the Employer
Stock Fund for two full calendar years before it may be withdrawn.

     9.5. WITHDRAWAL OF VOLUNTARY DEDUCTION CONTRIBUTIONS. Any Participant who
shall have actively participated in the Plan for 24 or more calendar months (for
purposes of this section 9.5 active participation means the Participant shall
have made contributions to the Plan in each month in which compensation was
available), may, upon notice to the Company (in manner and timing prescribed by
the Company), withdraw an amount not in excess of 100 percent of his or her
Voluntary Deduction contributions under the Plan (but only to the extent
attributable to Voluntary Deduction contributions that have been in the Plan for
at least 2 years), with such election to be given effect within a reasonable
period of time following processing.

     Withdrawals under this section 9.5 shall be from the Employer Stock Fund,
or such other investment funds offered by the Trustee as the Company shall make
available for purposes of this section. If the Participant has an account in
more than one fund, the Participant shall specify to the Company the amount to
be withdrawn from each fund. The contributions in all funds in the Employee
Pre-1987 Voluntary Deduction Account must be withdrawn before a withdrawal is
permitted from a fund in the Employee Post-1986 Voluntary Deduction Account. The
amount of an in-service withdrawal from a specific fund in a Voluntary Deduction
Account shall not exceed the Employee's contributions in such fund prior to the
withdrawal.

     9.6. HARDSHIP WITHDRAWAL OF SALARY REDUCTION CONTRIBUTIONS. A Participant
may request a withdrawal from his or her Salary Reduction Account if the
withdrawal is necessary to satisfy an immediate and heavy financial need of a
Participant as defined below, with such election to be given effect within a
reasonable period following processing. The amount of such withdrawal shall be
limited to the Participant's Salary Reduction contributions or the total value
of the Participant's Employee Salary Reduction Account as of the latest
Valuation Date for which information is available, whichever is smaller.
Withdrawals under this section 9.6 shall be


                                       38

<PAGE>

from the Employer Stock Fund, or such other investment funds under the Plan as
the Participant specifies in his written request for a hardship withdrawal.

     The determination of whether or not a distribution is necessary to satisfy
an immediate and heavy financial need and the amount required to be distributed
to meet the need shall be made by the Company. All determinations regarding
financial need shall be made in accordance with written procedures established
by the Company and applied in a uniform and nondiscriminatory manner, based on
all applicable facts and circumstances. Such written procedures shall specify
the requirements for requesting and receiving distributions on account of
financial need, including the forms that must be submitted and to whom the forms
are to be submitted. All determinations regarding financial need must comply
with applicable Regulations under the Code.

     For purposes of this section 9.6, a financial hardship withdrawal shall be
limited to the amount required to meet the need created by one of the following
situations:

     (a) Expenses for medical care described in Code section 213(d) previously
incurred by the Participant, his spouse, or any dependents of the Participant or
necessary for these persons to obtain medical care described in Code section
213(d).

     (b) Costs directly related to the purchase (excluding mortgage payments) of
the principal residence for the Participant.

     (c) Payment of tuition, related educational fees and room and board
expenses for the next 12 months of post-secondary education for the Participant,
the Participant's spouse, children, or dependents (as defined in Code section
152).

     (d) The need to prevent the eviction of the Participant from his or her
principal residence or foreclosure on the mortgage on the Participant's
principal residence.

     A distribution will be deemed necessary to satisfy an immediate and heavy
financial need of a Participant only if both of the following conditions are
met: (i) the distribution is not in excess of the amount of the immediate and
heavy financial need of the Participant; and (ii) the Participant has obtained
all distributions, other than hardship distributions, and all loans available
under this Plan and all other plans maintained by the Employer.

     If a Participant receives a hardship distribution, (A) the Participant
shall not be entitled to make Salary Reduction contributions or Voluntary
Deduction contributions (or other employee contributions to qualified or
nonqualified plans of deferred compensation, as described in applicable
regulations) for a period of six months after the hardship distribution (one
year after the hardship distribution in the case of hardship distributions made
prior to January 1, 2002), and (B) the Participant may not make Salary Reduction
contributions for the Participant's taxable year immediately following the
taxable year of the hardship distribution in excess of the amount specified in
Code section 402(g) for such taxable year less the amount of the Participant's
Salary Reduction contributions for the taxable year of the hardship
distribution.


                                       39

<PAGE>

     9.7. TIME OF DISTRIBUTIONS.

     (a) In General. Except as hereinafter provided, distributions made pursuant
to section 9.1 or 9.7(c)(ii) shall be made by the Trustee at the direction of
the Company on such date as the Company shall determine after consultation with
the Participant or his or her beneficiary.

     Except as hereinafter provided, all other distributions or withdrawals
under this Article IX shall be paid as soon as reasonably practicable by the
Trustee at the direction of the Company. Notwithstanding any other provision of
the Plan--

          (i) if the vested portion of a Participant's Plan Account exceeds
     $5,000 (or such greater amount as permitted under the Code), no
     distribution shall be made to such Participant pursuant to sections 9.1,
     9.2, or 9.7(c)(ii), prior to the date the Participant attains the age of
     sixty-five (65) without written consent of the Participant; and

          (ii) if a distribution to a Participant is deferred pursuant to (i),
     the amount that would otherwise have been distributed to such Participant
     shall be invested in any investment fund under the Plan, as the Participant
     shall direct, subject to the transfer restrictions set forth in Section
     6.3.

     A former Participant whose distribution has been deferred pursuant to (i)
above will not thereafter be eligible for withdrawals under section 9.3 or 9.5
except as noted below, or loans under section 9.10 (unless for loan purposes,
such former Participant is a party in interest, as defined in section 3(14) of
ERISA), but shall continue to have the voting and tender offer rights described
sections 7.3 and 7.4 and to be treated as a Participant for purposes of Article
VIII.

     A former Participant whose distribution has been deferred may initiate a
distribution upon reasonable prior notice to the Company in the form and
manner prescribed by the Company and shall receive an amount equal to the vested
portion of his or her Plan Account within a reasonable period following the
processing of such election, with such amount to be distributed in a lump sum
cash payment except that-

               (A) amounts invested in the Employer Stock Fund shall be
          distributed in accordance with section 9.8, and

               (B) such former Participant may upon reasonable prior notice (as
          determined pursuant to procedures established by the Company) to the
          Company receive a partial distribution rather than a total
          distribution, of the vested portion of his or her Account, but not
          more frequently than four times per year.

     Notwithstanding any other provision of this Plan, if a Participant attains
age 70 1/2 and still has a balance allocated to his or her Plan Account, a
distribution shall be made under section 9.1 as if the Participant had
terminated employment in the month in which the Participant attains age 70 1/2.
Such distribution shall in no event be later than April 1 of the calendar year
following the year in which the Participant attains age 70 1/2. Distributions to
such Participant shall be made annually thereafter no later than December 31 of
each year and shall be equal to at least the minimum amount required to be
distributed by Code section 401(a)(9). For purposes of this paragraph, the life
expectancy of the Participant and the Participant's spouse shall be redetermined
annually.


                                       40

<PAGE>

     (b) Suspension of Participation. Prior to termination of employment, if a
Participant shall cease to meet the eligibility requirements of the Plan, the
Participant's contributions and Employer contributions on his or her behalf
shall be suspended during the period of the Participant's ineligibility. Subject
to section 3.1, distribution of such Participant's Plan Account shall be
deferred until termination of the Participant's employment with the Company and
any Affiliated Company. If the provisions relating to the transfer of a
Participant's Plan Account to the Savings Plan or its successor are not
applicable-

          (i) with respect to Participants who cease to meet the eligibility
     requirements of the Plan prior to January 1, 1987, the Company shall direct
     the Trustee to distribute the value of the Participant's Plan Account in
     accordance with section 9.1 whether or not such termination of employment
     shall be under the circumstances set forth in said section 9.1; and

          (ii) with respect to Participants who cease to meet the eligibility
     requirements of the Plan subsequent to December 31, 1986, such distribution
     shall be in accordance with section 9.1 or 9.3, whichever is applicable.

     (c) Transfer of Employment.

          (i) A transfer of employment from an Employer to an Affiliated Company
     shall not be considered a termination of employment.

          (ii) If a Participant shall be transferred to the employ of an
     Affiliated Company which has not elected to participate in the Plan,
     distribution of such Participant's Plan Account shall be deferred until the
     date on which the Participant is no longer in the employ of the Company or
     any Affiliated Company, whereupon the Company shall direct the Trustee to
     distribute the value of the Participant's Plan Account in the manner
     prescribed in section 9.1, subject to the provisions of section 9.7,
     whether or not termination of employment shall be under circumstances set
     forth in said section 9.1.

     (d) Special Rules Relating to Distributions in the Event of Death. In the
event that a Participant dies before a distribution of his or her Plan Account,
the Company shall direct the Trustee to distribute the entire value of the
Participant's Plan Account to his or her beneficiary no later than March 1 of
the calendar year following the Participant's death, as provided in section 9.1.
In the event of the death of the Participant after the distribution of his or
her Plan Account has begun, any remaining balance in the Plan Account at the
time of death will be distributed at least as rapidly as under the method of
distribution in effect at the date of the Participant's death.

     (e) Distribution must begin not later than the sixtieth (60th) day after
the close of the Plan Year in which occurs the latest of (a) the Participant's
termination of employment, (b) the Participant's attainment of age sixty-five
(65), or (c) the tenth (10th) anniversary of the date the Participant first
became a Participant, unless (1) the Participant elects a later date by
submitting to the Company a written statement signed by the Participant which
describes the benefit and the date on which payment of such benefit shall
commence, so long as such election does not violate


                                       41

<PAGE>

the incidental benefit rule prescribed by the Code; or (2) if the amount of the
payment required to commence on the date determined hereinabove cannot be
ascertained by such date, or if it is not possible to make such payment on such
date because the Company has been unable to locate the Participant after making
reasonable efforts to do so, a payment retroactive to such date may be made no
later than sixty (60) days after the earliest date on which the amount of such
payment can be ascertained under the Plan or the date on which the Participant
is located, whichever is applicable. For purposes of this subsection, the
failure of a Participant to consent to a distribution shall be deemed an
election to defer commencement of payment of any benefit sufficient to satisfy
this section.

     (f) With respect to distributions under the Plan made in calendar years
beginning on or after January 1, 2002, the Plan will apply the minimum
distribution requirements of section 401(a)(9) of the Internal Revenue Code in
accordance with the regulations under section 401(a)(9) that were proposed in
January 2001, notwithstanding any provision of the Plan to the contrary. This
provision shall continue in effect until the end of the last calendar year
beginning before the effective date of final regulations under section 401(a)(9)
or such other date specified in guidance published by the Internal Revenue
Service.

     9.8. DISTRIBUTIONS OF STOCK. In the case of distributions under section
9.1, 9.2, 9.3(b), 9.7(a), or 9.7(c)(ii), the value of the Participant's Employer
Stock Fund account, if any, shall be paid in full shares of stock except that
cash shall be distributed in lieu of fractional shares; provided, however, that
a Participant entitled to such a distribution may elect to receive cash in lieu
of Employer Stock. Except in the case of an election to receive cash in lieu of
Employer Stock the total number of shares allocated to such account shall be
distributed from such account. Any remaining value of such account and, the
value of the Participant's accounts in other funds shall be distributed in cash.
Any transfer taxes payable with respect to the distribution of shares of stock
shall be charged to the respective Employer Stock Fund. Distributions pursuant
to section 9.3(a) and withdrawals under sections 9.5 and 9.6 shall be paid
entirely in cash. The distribution requirements of Code section 409(o) shall be
met by the Plan, to the extent applicable.

     9.9. LOANS. (a) The Trustee is hereby authorized to establish a loan
program in accordance with this section 9.10. Upon application of a party in
interest (as defined in ERISA section 3(14)) who is a Participant or beneficiary
under the Plan, the Company shall direct the Trustee to make a cash loan to such
Participant or beneficiary, secured by 50 percent of the nonforfeitable value of
the Participant's Employee and Employer Salary Reduction and ESOP Accounts
determined as of the date the loan is made. The loan program shall be
administered by the Company subject to the following conditions and such other
conditions that are consistent with Labor Regulation section 2550.408b-1 and are
from time to time set forth in written administrative procedures which shall
constitute a part of the Plan and are hereby incorporated by reference.
Effective October 1, 2000, the term of a loan may not extend beyond the earlier
of (A) five (5) years for a general purpose loan or fifteen (15) years for a
loan secured by a Participant's resident, or (B) the date upon which the
Participant or beneficiary ceases to be a party in interest.

     (a) A loan shall bear interest at a reasonable rate which shall be based
upon the prevailing interest rate charged by persons in the business of lending
money on similar


                                       42

<PAGE>

commercial loans under comparable circumstances at the time that such loan is
granted, as determined by the Company and uniformly applied.

     (b) The amount of a loan (when added to the balance of other outstanding
loans) shall not exceed the lesser of-

          (i) $50,000 reduced by the excess (if any) of-

               (A) the highest outstanding balance of loans from the Plan during
          the one-year period ending on the day before the date on which such
          loan was made, over

               (B) the outstanding balance of loans outstanding on the date such
          loan was made, or

          (ii) 50 percent of the nonforfeitable value of the Participant's
     Employee and Employer Salary Reduction and ESOP Accounts under the Plan
     which the Participant would have been entitled to receive if the
     Participant's employment had terminated on the date such loan was made.

     In no case shall a Participant be entitled to a loan under this Plan if the
amount of the proposed loan is less than $500.

     (c) A loan shall be evidenced by a promissory note.

     (d) Payments of principal and interest shall be made by approximately equal
payments not less frequently than regular bi-monthly pay periods, on a basis
that would permit the loan to be fully amortized over its term. Loan payments
shall be made by payroll deductions for Participants in active pay status.

     (e) Appropriate disclosure shall be made pursuant to the Truth in Lending
Act to the extent applicable.

     (f) Amounts of principal and interest received on a loan shall be credited
to the Participant's account and the outstanding loan balance shall be
considered an investment of the assets of the account. Payment of principal and
interest related to loans made from a Participant's ESOP Account shall be
credited to such Participant's ESOP Account. Payment of principal and interest
related to loans made from a Participant's Investment Plan Account shall be
credited to the Participant's Investment Plan Account and shall be invested in
the investment funds in the same proportions as the investment election then in
effect by the Participant under Article VI.

     (g) The frequency of loans and the minimum amount for a loan shall be
determined through uniform rules prescribed by the Company and at the sole
discretion of the Company.

     (h) All applications for a loan shall be submitted to the Company in a form
prescribed by the Company. Distribution shall be made as soon as reasonably
practicable after the application of the loan is received.


                                       43

<PAGE>

     (i) If a Participant borrows from an account which is invested in more than
one fund, he or she shall instruct the Company as to the funds from which the
loan is to be applied; provided, however, that no borrowing shall be applied
from the Employer Stock Fund unless the two calendar year restriction on
withdrawals from Company match contributions in Employer Stock, as described in
Section 9.4 has been satisfied and until the Participant's ability to borrow
from each of the other funds has been exhausted.

     (j) In the event a Participant defaults on a loan, the entire outstanding
balance of and accrued interest on the loan shall be due and payable in
accordance with the Plan's loan procedures and applicable Regulations. The
Trustee and/or Company may pursue collection on such defaulted loan by any means
generally available to a creditor where a promissory note is in default, or if
the entire amount due is not paid by such Participant following the default, the
amount of such loan default shall be charged against the "secured portion" of
the Participant's Plan Account and treated as a distribution with respect to
such Participant; provided, however, that such a charge against a Participant's
Plan Account shall not occur with respect to funds in his or her Employee Salary
Reduction Account at a time so as to cause a violation of Code section
401(k)(2)(13)(i).

     9.10. DEFINITION OF EMPLOYEE CONTRIBUTIONS AND EMPLOYER CONTRIBUTIONS. For
the purposes of this Article IX, a Participant's Employee contributions shall
include only those contributions made either as a Voluntary Deduction, Salary
Reduction or Rollover Contributions that have not been previously withdrawn or
distributed. If a Participant has previously had a portion of his or her Plan
Account forfeited under section 9.2, the Employer contributions, exclusive of
those made as a Salary Reduction to the Plan on the Participant's behalf, shall
include only such Employer contributions made subsequent to such forfeiture.

     9.11. DISTRIBUTIONS PURSUANT TO A QUALIFIED DOMESTIC RELATIONS ORDER. Upon
receipt of a domestic relations order, the Company will notify the involved
Participant and any alternate payee that the order has been received and explain
the Plan's procedures for determining whether the order is a qualified domestic
relations order as defined in Code section 414(p). After determining that the
order is a qualified domestic relations order, the Company shall direct the
Trustee to distribute or segregate the Participant's Account as provided in the
qualified domestic relations order. If required by the qualified domestic
relations order, the Trustee shall make distribution prior to the time that the
Participant, whose account is subject to distribution, could have received a
distribution.

     In a case of a dispute regarding the validity of a domestic relations order
or the amounts or identities of parties to be paid thereunder, the Company may
segregate the portion of the Participant's account in question, and may bring an
action in a court of competent jurisdiction to determine the proper amount
and/or recipient of benefits, or may submit such segregated amount to a court of
competent jurisdiction (through an interpleader action or otherwise) until
resolution of the matter. Further, if the Company receives notice that a
domestic relations order is forthcoming, the Company may suspend payments from
the Participant's Account or may follow the procedures described in the
preceding sentence, until resolution of the matter.


                                       44

<PAGE>

     9.12. DIRECT ROLLOVERS OF ELIGIBLE DISTRIBUTIONS.

     (a) General. Notwithstanding any provision of the Plan to the contrary that
would otherwise limit a distributee's election under this section, a distributee
may elect, at the time and in the manner prescribed by the Company, to have any
portion of an eligible rollover distribution paid directly to an eligible
retirement plan specified by the distributee in a direct rollover.

     (b) Definitions.

          (i) Eligible rollover distribution. An eligible rollover distribution
     is any distribution of all or any portion of the balance to the credit of
     the distributee, except that an eligible rollover distribution does not
     include: any distribution that is one of a series of substantially equal
     periodic payments (not less frequently than annually) made for the life (or
     life expectancy) of the distributee or the joint lives (or joint life
     expectancies) of the distributee and the distributee's designated
     beneficiary; or for a specified period of ten years or more; any
     distribution to the extent such distribution is required under Code section
     401(a)(9), any distribution after January 1, 1999 described in Code section
     401(k)(2)(B)(i)(IV) for which a Participant is eligible solely because of
     hardship; and effective prior to January 1, 2002, the portion of any
     distribution that is not includible in gross income (determined without
     regard to the exclusion for net unrealized appreciation with respect to
     employer securities). In the case of distributions made after December 31,
     2001, any amount that is distributed on account of hardship shall not be an
     eligible rollover distribution and the distributee may not elect to have
     any portion of such a distribution paid directly to an eligible retirement
     plan. A portion of a distribution shall not fail to be an eligible rollover
     distribution merely because the portion consists of after-tax employee
     contributions which are not includible in gross income. However, such
     portion may be transferred only to an individual retirement account or
     annuity described in section 408(a) or (b) of the Code, or to a qualified
     defined contribution plan described in section 401(a) or 403(a) of the Code
     that agrees to separately account for amounts so transferred, including
     separately accounting for the portion of such distribution which is
     includible in gross income and the portion of such distribution which is
     not so includible.

          (ii) Eligible retirement plan. An eligible retirement plan is an
     individual retirement account described in Code section 408(a), an
     individual retirement annuity described in Code section 408(b), an annuity
     plan described in Code section 403(a), or a qualified trust described in
     Code section 401(a), that accepts the distributee's eligible rollover
     distribution. However, effective prior to January 1, 2002, in the case of
     an eligible rollover distribution to the surviving spouse, an eligible
     retirement plan is an individual retirement account or individual
     retirement annuity. In the case of distributions made after December 31,
     2001, an eligible retirement plan shall also mean an annuity contract
     described in section 403(b) of the Code and an eligible plan under section
     457(b) of the Code which is maintained by a state, political subdivision of
     a state, or any agency or instrumentality of a state or political
     subdivision of a state and which agrees to separately account for amounts
     transferred into such plan from this Plan. The definition of eligible
     retirement plan shall also apply in the case of a distribution to a
     surviving spouse, or to a spouse or former spouse who is the alternate
     payee under a qualified domestic relation order, as defined in section
     414(p) of the Code.


                                       45

<PAGE>

          (iii) Distributee. A distributee includes an Employee or former
     Employee. In addition, the Employee's or former Employee's surviving spouse
     and the Employee's or former Employee's spouse or former spouse who is the
     alternate payee under a qualified domestic relations order, as defined in
     Code section 414(p), are distributees with regard to the interest of the
     spouse or former spouse.

          (iv) Direct rollover. A direct rollover is a payment by the Plan to
     the eligible retirement plan specified by the distributee.

     (c) Waiver of 30-Day Notice Period. If a distribution is one to which Code
sections 401(a)(11) and 417 do not apply, such distribution may commence less
than 30 days after the notice required under section 1.411(a)-11(c) of the
Income Tax Regulations is given, provided that (i) the Company clearly informs
the Participant that the Participant has a right to a period of at least 30 days
after receiving the notice to consider the decision of whether or not to elect a
distribution (and, if applicable, a particular distribution option), and (ii)
the Participant, after receiving the notice, affirmatively elects a
distribution.

     9.13. SPECIAL DISTRIBUTION EVENTS. Notwithstanding anything herein to the
contrary, a Participant's Salary Reduction contributions shall not be
distributed prior to the Employee's retirement, death, disability, termination
of employment, or hardship, except that a distribution of such amounts may be
made, in accordance with Code section 401(k)(10), upon

     (a) termination of the Plan without establishment of another defined
contribution plan other than an employee stock ownership plan (as defined in
Code section 4975(e) or 409) or a simplified employee pension plan (as defined
in Code section 408(k));

     (b) the disposition by DTE Energy Company (MCN Energy Group Inc. prior to
May 31, 2001), or the Company to an unrelated corporation of substantially all
of the assets (as defined in Code section 409(e)(2)) used in the trade or
business if the Company continues to maintain the Plan after the disposition,
but only with respect to Employees who continue employment with the corporation
acquiring such assets; or

     (c) the disposition by DTE Energy Company (MCN Energy Group Inc. prior to
May 31, 2001) or the Company to an unrelated entity of its interest in a
subsidiary (within the meaning of Code section 409(d)(3)) if the Company
continues to maintain the Plan, but only with respect to Employees who continue
employment with such subsidiary.

     In the case of distributions and separation from employment occurring after
December 31, 2001, a Participant's elective deferrals, qualified nonelective
contributions, qualified matching contributions, and earnings attributable to
these contributions shall be distributed on account of the Participant's
separation from employment. However, such a distribution shall be subject to the
other provisions of the Plan regarding distributions, other than provisions that
require a separation from service before such amounts may be distributed.


                                       46

<PAGE>

                           ARTICLE X - ADMINISTRATION

     10.1. PLAN ADMINISTRATION AND INTERPRETATION.

     (a) The Company shall be responsible for the administration of the Plan, or
may designate all or a portion of such responsibility to a committee for such
purposes. The Company shall have all such powers as may be necessary to carry
out the provisions of the Plan and may from time to time establish rules and
procedures for the administration of the Plan and the transaction of the Plan's
business.

     (b) The Company shall have the exclusive right to make any finding of fact
necessary or appropriate for any purpose under the Plan. The Company shall have
the maximum discretion permitted by law to interpret and construe the terms of
the Plan and to resolve all issues arising under the Plan including, but not
limited to the authority to-

          (i) construe disputed or doubtful terms of the Plan;

          (ii) determine the eligibility of an individual to participate in the
     Plan;

          (iii) determine the amount, if any, of benefits to which any
     Participant, former Participant, beneficiary, or other person may be
     entitled under the Plan;

          (iv) determine the timing and manner of payment of benefits; and

          (v) resolve all other issues arising under the Plan.

     To the extent permitted by law, all findings of fact, determinations,
interpretations, and decisions of the Company shall be conclusive and binding
upon all persons having or claiming to have any interest or right under the
Plan.

     The Employers shall, from time to time, on request of the Company, furnish
to the Company such data and information as the Company shall require in the
performance of its duties.

     (c) The Company shall pursuant to regular bi-monthly pay periods, collect
Employee contributions and Employer contributions from each Employer and shall
deliver the amounts collected to the Trustee, together with instructions
concerning the portions of such total amount to be invested in each fund.

     (d) The Company shall direct the Trustee to make payments of amounts to be
distributed or withdrawn from the Trust under Article IX and to make any
transfers from one fund to another directed by Participants under section 6.3.

     10.2. NOTICE TO EMPLOYEES. All notices, reports, and statements given,
made, delivered, or transmitted to a Participant shall be deemed to have been
duly given, made, or transmitted when mailed with postage prepaid and addressed
to the Participant at the address last appearing on the books of the Employer. A
Participant may record any change of his or her address from time to time by
written notice filed with the Employer.


                                       47

<PAGE>

     10.3. NOTICES TO EMPLOYERS. Written directions, notices, and other
communications from Participants to the Employers shall be mailed by first class
mail with postage prepaid or delivered to such location as shall be specified
upon the forms prescribed by the Company for the giving of such directions,
notices, and other communications, and shall be deemed to have been received by
the addressee when received at such location. Any other notice to the Employers
shall be addressed-

     (a) If intended for the Company:
         MichCon Investment and Stock Ownership Plan
         c/o Michigan Consolidated Gas Company - 316 G.O.
         2000 Second Avenue, Detroit, Michigan 48226

     (b) If intended for any other Employer, at its principal place of business.

     10.4. PARTICIPANTS' ACCEPTANCE OF THE PROVISIONS OF THE PLAN. Each
Participant at the time of becoming a Participant in the Plan and as a condition
of participation, accepts and agrees to all provisions of the Plan.

     10.5. AUDIT OF PLAN RECORDS. The records of the Company and the records of
the Employers in respect of the Plan shall be examined annually by a firm of
independent public accountants appointed by the Company. Such accountants shall,
on the basis of such examination, make such reports to the Company and to the
Employers as they may request. The audited records of the Company and the
Employers shall be conclusive in respect of all matters involved in the
administration of the Plan.

     10.6. CLAIMS PROCEDURE (EFFECTIVE FOR CLAIMS FILED PRIOR TO JANUARY 1,
2002). If any Participant or distributee believes he or she is entitled to
benefits in an amount greater than those which the Participant or distributee is
receiving or has received, he or she may file a claim with the Plan
Administrator. Such a claim shall be in writing and state the nature of the
claim, the facts supporting the claim, the amount claimed, and the address of
the claimant.

     The Plan Administrator shall review the claim and, within a reasonable
period of time after receipt of the claim, give written notice by registered or
certified mail to the claimant of the decision with respect to the claim. Such
notice shall be written in a manner calculated to be understood by the claimant
and, if the claim is wholly or partially denied, set forth the specific reasons
for the denial, specific references to the pertinent Plan provisions on which
the denial is based, a description of any additional material or information
necessary for the claimant to perfect the claim, and an explanation of why such
material or information is necessary, and an explanation of the claim review
procedure under the Plan.

         The Plan Administrator shall also advise the claimant that the claimant
or his or her duly authorized representative may request a review by the Company
of the denial by filing with the Company, within 65 days after notice of the
denial has been received by the claimant, a written request for such review. The
claimant shall be informed that he or she may have reasonable access to
pertinent documents and submit comments in writing to the Company within the
same 65-day period. If a request is so filed, review of the denial shall be made
by the Company and the claimant shall be given written notice of the Company's
final decision. Such notice shall be


                                       48

<PAGE>

provided within 60 days after receipt of such request. Such notice shall include
specific reasons for the decision and specific references to the pertinent Plan
provisions on which the decision is based and shall be written in a manner
calculated to be understood by the claimant.

     10.7. CLAIMS PROCEDURE (EFFECTIVE FOR CLAIMS FILED ON OR AFTER JANUARY 1,
2002).

     (a) Initial Claims.

          (1)  The Plan Administrator shall have full discretion to make all
               determinations as to the right of any person to receive a benefit
               and as to other matters affecting benefits, and shall apply Plan
               provisions consistently with respect to similarly situated
               Employees, Participants, beneficiaries, and other persons
               ("claimants"). Each claimant shall have the right to submit a
               claim with respect to any benefit sought under the Plan, or with
               respect to the claimant's eligibility, vesting, or other factor
               affecting benefits, either personally or through a representative
               duly authorized in writing. All claims shall be submitted in
               writing or electronically to the Plan Administrator and shall be
               accompanied by such information and documentation as the Plan
               Administrator determines is required to make a ruling on the
               claim.

               (2)  Upon receipt of a claim, the Plan Administrator shall
                    consider the claim and shall render a decision, which shall
                    be delivered electronically or mailed to the claimant
                    within:

               (A)  90 days, in the case of a pension benefit; or

               (B)  45 days, in the case of a disability benefit;

          after receipt of the claim, unless matters beyond the control of the
          Plan Administrator require an extension of time for processing the
          claim. If an extension of time is required, a written notice of the
          extension shall be furnished to the claimant prior to the termination
          of the initial review period, which shall explain the special
          circumstances requiring the extension and the date by which the Plan
          Administrator expects to render a decision. In no event shall such
          extension exceed a period of:

               (C)  90 days, in the case of a pension benefit; or

               (D)  30 days, in the case of a disability benefit;

               from the end of the initial period.

               (3)  In the case of a disability benefit, if, prior to the end of
                    the first extended review period, the Plan Administrator
                    determines that, due to matters outside the control of the
                    Plan, a decision cannot be rendered within the extension
                    period, the period for making a


                                       49

<PAGE>

                    determination may be extended for an additional 30 days,
                    provided the Plan Administrator notifies the claimant before
                    the expiration of the first extension period of the
                    circumstances requiring the extension and the date the Plan
                    expects to render a decision. In the case of either the
                    first or second extension of the review period, the notice
                    to the claimant must explain the standards on which
                    entitlement to the benefit is based, the unresolved issues
                    that prevent a decision, the additional issues that prevent
                    a decision, and the additional information needed to resolve
                    the issues. The claimant shall have 45 days within which to
                    provide the specified information.

     (b) Denial of Claims. Any notice of a claim denial by the Plan
Administrator shall be provided in writing or electronically, and shall set
forth:

               (1)  the specific reasons for the denial;

               (2)  reference to specific provisions of the Plan upon which the
                    denial is based;

               (3)  a description of any additional material or information
                    necessary for the claimant to perfect his claim along with
                    an explanation of why such material or information is
                    necessary; and

               (4)  explanation of claim review procedures under the Plan and
                    the time limits applicable to such procedures, including a
                    statement of the claimant's right to bring a civil action
                    under ERISA section 502(a) following an adverse benefit
                    determination on review;

     and, if applicable in the case of a disability benefit;

               (5)  the specific rule, guideline, or protocol that was relied on
                    in making the benefit determination, or a statement that the
                    rule, guideline, or protocol will be provided to the
                    claimant free of charge;

               (6)  if the denial is based on a medical necessity or an
                    experimental treatment limit or exclusion, either an
                    explanation of the scientific or clinical judgment for the
                    determination that applies the Plan to the claimant's
                    medical circumstances or a statement that he explanation
                    will be provided free of charge on request;

               (7)  the identity of the medical or vocational experts whose
                    advice was obtained by the Plan Administrator in the process
                    of deciding the claim, regardless of whether the advice was
                    relied upon;

               all written in a manner that may be understood without legal
          counsel.


                                       50

<PAGE>

     (c) Review of Denied Claims.

               (1)  A claimant whose claim for benefits has been wholly or
                    partially denied by the Plan Administrator may request a
                    review of such denial. The request for review must be in
                    writing, or electronic, and must be delivered to the Plan
                    Administrator within:

               (A)  90 days, in the case of a pension benefit; or

               (B)  180 days, in the case of a disability benefit;

               following the denial of the claim.

          The request should set forth the reasons why the claimant believes the
          denial of his claim is incorrect. The claimant shall be entitled to
          submit such issues, comments, documents, or records as he shall
          consider relevant to a determination of his claim, without regard to
          whether such information was submitted or considered in the initial
          determination, and may include a request for a hearing in person
          before the Plan Administrator. Prior to submitting his request, the
          claimant shall be provided, upon request and free of charge,
          reasonable access to, and copies of, such documents, records, and
          other information that are relevant to his claim.

               (2)  The claimant may, at all stages of review, be represented by
                    counsel, legal or otherwise, of his choice, provided that
                    the fees and expenses of the claimant's counsel shall be
                    borne by the claimant.

               (3)  In the case of a disability benefit, the review of a denied
                    claim shall be conducted by the Vice President-Human
                    Resources who is neither the individual who made the adverse
                    benefit determination nor a subordinate of that individual.
                    The reviewer shall not give deference to the original
                    adverse determination, and if the claim denial was based in
                    whole or in part on a medical judgment, shall consult with a
                    health care professional who has appropriate training and
                    experience in the field of medicine involved in the medical
                    judgment, but who was not consulted in connection with the
                    original adverse claim determination, or a subordinate of
                    that individual.

               (4)  The decision of the Plan Administrator or the Vice
                    President-Human Resources, as appropriate, with respect to
                    any such review shall be delivered electronically or in
                    writing to the claimant no later than:

               (A)  60 days, in the case of a pension benefit; or

               (B)  45 days, in the case of a disability benefit;


                                       51

<PAGE>

          following receipt by the Plan Administrator of the claimant's request,
          unless special circumstances, such as the need to hold a hearing,
          require an extension of time for processing, in which case the Plan
          Administrator shall, before the end of the initial review period, give
          to the claimant written notice of the special circumstances requiring
          the extension and the date by which he expects a decision will be
          rendered. The Plan Administrator must provide the claimant with
          written or electronic notification of the decision on review no later
          than:

               (C)  120 days, in the case of a pension benefit; or

               (D)  90 days, in the case of a disability benefit;

          after receipt of such request. In the case of an adverse benefit
          determination on review, the notification shall set forth the
          information described in paragraph (a)(1) and (2), a statement that
          the claimant is entitled to receive, upon request and at no charge,
          reasonable access to, and copies of, all documents, records, and other
          information relevant to the claim, a description of any voluntary
          appeal procedures offered by the Plan, the claimant's right to obtain
          information about the appeals procedure, his right to bring an action
          under ERISA section 502(a), and, in the case of a disability benefit,
          the statement in DOL Reg. section 2560.503-1(j)(5)(iii).

     (d) Finality of Decisions. The decision of the Plan Administrator or the
Vice President-Human Resources, as appropriate, upon review of any claim under
subsection (c) above shall be binding upon the claimant, his heirs and assigns,
and all other persons claiming by, through or under him.

     10.8. EFFECT OF A MISTAKE. In the event of a mistake or misstatement as to
the eligibility, participation, or service of any Participant, or the amount of
payments made or to be made to a Participant or beneficiary, the Company shall,
if possible, adjust the Plan's records and cause to be withheld or accelerated
or otherwise make adjustment of such amounts of payments as will in its sole
judgment result in the Participant or beneficiary receiving the proper amount of
payments under the Plan.


                                       52

<PAGE>

                     ARTICLE XI - AMENDMENT AND TERMINATION

     11.1. AMENDMENT. The Company may at any time and from time to time amend or
modify the Plan by written instrument duly adopted by the Board of Directors of
the Company or by a designee of the Board. Any such amendment or modification
shall become effective on such date as the Company shall determine, may apply to
Participants in the Plan at the time thereof as well as future Participants, but
may not reduce the Plan Account of any Participant as of the date of adoption of
such amendment or modification.

     11.2. WITHDRAWAL. If an Employer shall withdraw from the Plan under section
12.2, or if an Employer shall adopt an amendment to the Plan which shall render
impracticable the continued administration of the Plan as a joint plan of the
several Employers, the Company shall determine the portions of the various funds
held by the Trustee which are applicable to the Participants of such Employer
and shall direct the Trustee to segregate such portions in a separate trust.
Such separate trust shall thereafter be held and administered as a part of the
separate plan of such Employer. After such portions of the funds have been
segregated in a separate trust, no such Participant or any distributee with
respect to such Participant shall have any right to any benefit under the Plan
or any claim against the Trust.

     11.3. TERMINATION. Any Employer may at any time terminate its participation
in the Plan by resolution of its Board of Directors without obtaining the
consent of or giving notice to any Participant or collective bargaining
representative. In the event of any such termination, the Company shall
determine the portions of the various funds held by the Trustee which are
applicable to the Participants of such Employer and shall direct the Trustee to
distribute such portions to such Participants ratably in proportion to the
values of their respective fund accounts; provided, however, amounts
attributable to a Participant's Elective Deferrals shall not be distributed on
account of such termination if the Employer, after such termination, maintains a
defined contribution plan (other than an employee stock ownership plan or a
simplified employee pension). The portions of the Employer Stock Fund so
distributed shall be distributed in kind except that cash shall be distributed
in lieu of fractional shares.

     Upon termination or partial termination of the Plan by any Employer or upon
the complete discontinuance of contributions by any Employer, the benefits under
the Plan of all affected Participants employed or formerly employed by such
Employer shall become nonforfeitable.

     11.4. ALLOCATION OF FUNDS BETWEEN EMPLOYERS. The portion of a fund
applicable to Participants of a particular Employer shall be an amount which
bears the same ratio to the value of the fund which the aggregate value of the
fund accounts of Participants employed by such Employer bears to the total value
of the fund accounts of all Participants.

     11.5. Trust to be Applied Exclusively for Participants and Their
Beneficiaries. Subject to section 13.3, any provision of the Plan to the
contrary notwithstanding, it shall be impossible for any part of the Trust to be
used for or diverted to any purpose not for the exclusive benefit of
Participants and their beneficiaries either by operation or termination of the
Plan, by power of amendment, or by other means.


                                       53

<PAGE>

     Notwithstanding the preceding paragraph, if a contribution is made to the
Trust by an Employer by a mistake of fact, then such contribution shall be
returned to such Employer within one year after the payment of the contribution;
and if any part or all of a contribution is disallowed as a deduction under Code
section 404, then to the extent such contribution is disallowed as a deduction
it shall be returned to such Employer within one year after the disallowance.
All Employer contributions are conditioned upon their deductibility under Code
section 404.


                                       54

<PAGE>

              ARTICLE XII - PARTICIPATION BY AFFILIATED COMPANIES

     12.1. ADOPTION OF THE PLAN. Any Affiliated Company may become a
participating Employer under the Plan by (a) taking such corporate action as
shall be necessary to adopt the Plan, and (b) executing and delivering such
instruments and taking such other action as may be necessary or desirable to put
the Plan into effect with respect to such Affiliated Company.

     The Plan shall become effective with respect to each particular Affiliated
Company as of a date to be determined by the Board of Directors of such Employer
after complying with all legal requirements pertaining to the participation of
such Employer in the Plan.

     12.2. WITHDRAWAL FROM THE PLAN. Any Employer may withdraw from
participation in the Plan at any time by filing with the Company a duly
certified copy of a resolution of its Board of Directors to that effect and
giving notice of its intended withdrawal to the Company, the other Employers,
and the Trustee at least 30 days prior to the effective date of withdrawal.

     12.3. COMPANY AS AGENT FOR EMPLOYERS. Each Employer other than the Company,
hereby appoints, and each other corporation which shall become an Employer
pursuant to section 12.1 or 13.7 by so doing shall be deemed to have appointed
the Company its agent to exercise on its behalf all of the powers and
authorities hereby conferred upon the Employers by the terms of the Plan,
including, but not by way of limitation, the power to amend, restate, and
terminate the Plan. The authority of the Company to act as agent shall continue
unless and until the portion of the Trust fund held for the benefit of Employees
of the particular Employer and their beneficiaries is set aside in a separate
trust as provided in section 11.2.


                                       55

<PAGE>

             ARTICLE XIII - SPECIAL PROVISIONS RELATING TO THE ESOP

     13.1. ESTABLISHMENT OF ESOP. The MichCon Employee Stock Ownership Plan for
Union Employees was originally established effective as of April 1, 1989. Each
Employer shall make contributions to the ESOP in accordance with section 4.3
hereof and the assets of the ESOP shall be invested at all times primarily in
Employer Stock. The Company from time to time may direct the Trustee to incur
debt in accordance with section 13.4 hereof to finance the acquisition of
Employer Stock.

     13.2. ESOP ACCOUNT. The Company shall establish an ESOP Account in the name
of each Participant to which there shall be credited or charged:

     (a) the Employer contributions under section 4.3(a), (c) and (d) hereof
made on behalf of such Participant;

     (b) the shares allocated to the Participant pursuant to section 13.4(d)
hereof; and

     (c) the investment gains and losses on such amounts.

          Subject to Article XV, a Participant's ESOP Account shall be invested
          only in the Employer Stock Fund.

     13.3. LOANS.

     (a) Stock Acquired with Exempt Loan. The Company may direct the Trustee to
incur a loan on behalf of the ESOP in a manner and under conditions which will
cause the loan to qualify as an "exempt loan" within the meaning of Code section
4975(d)(3). A loan shall be used primarily for the benefit of Participants and
their beneficiaries. The proceeds of each such loan shall be used, within a
reasonable time after the loan is obtained, only to purchase Employer Stock, to
repay the loan, or to repay any prior loan.

     Any such loan shall provide for a reasonable rate of interest and an
ascertainable period of maturity, and shall be without recourse against the
Plan. Any such loan shall be secured solely by shares of Employer Stock acquired
with the proceeds of the loan and shares of Employer Stock that were used as
collateral on a prior loan which was repaid with the proceeds of the current
loan. Employer Stock acquired with the proceeds of a loan, including shares
pledged as collateral, shall be placed in a Suspense Account and released in
accordance with subsection (b) below as the loan is repaid as if all shares in
the Suspense Account were pledged. Employer Stock released from the Suspense
Account shall be allocated in the manner described in subsection (d) below.

     No person entitled to payment under a loan made pursuant to this section
13.3 shall have recourse against any assets of the Plan other than the Employer
Stock used as collateral for the loan, Employer contributions under section 4.3
that are available to meet obligations under the loan, and earnings attributable
to such collateral and the investment of such contributions. Employer
contributions under section 4.3(b) made with respect to any Plan Year during
which the loan remains unpaid, and earnings on such contributions, shall be
deemed available to meet


                                       56

<PAGE>

obligations under the loan, unless otherwise provided by the Employer at the
time such contributions are made.

     (b) Release of Pledged Shares. Any pledge of Employer Stock as collateral
under this section 13.4 shall provide for the release of shares so pledged upon
the payment of any portion of the principal of the loan. Shares so pledged shall
be released in the proportion that the principal paid on the loan bears to the
total principal amount of the loan, as provided in Treasury Regulation
54.4975-7(b)(8)(ii). The number of shares of Employer Stock that shall be
released with each principal payment on the loan shall be equal to the number of
shares of Employer Stock held as collateral on the loan immediately prior to the
release multiplied by a fraction the numerator of which is the amount of
principal of the loan repaid on such date and the denominator of which is the
sum of the numerator plus the remaining outstanding principal amount of the loan
after giving effect to the repayment of principal of the loan on such date. Each
loan under this section 13.4 shall comply with the requirements of Treasury
Regulation 54.4975-7(b)(8)(ii). If such a loan provides for monthly principal
payments, shares of Employer Stock shall be released monthly.

     (c) Repayment of Loan. Payments of principal and interest on any loan under
this section 13.4 shall be made by the Trustee at the direction of the Company
solely from-

          (i) the proceeds of such loan, if any portion of such proceeds are
     used for such purpose within a reasonable period of time after the loan is
     obtained as provided in section 13.4(a) above;

          (ii) Employer contributions under section 4.3(b) available to meet
     obligations under the loan;

          (iii) earnings from the investment of such contributions;

          (iv) earnings attributable to Employer Stock acquired with the
     proceeds of such loan, whether allocated or unallocated;

          (v) the earnings on other allocated shares of Employer Stock held by
     the ESOP if the Internal Revenue Service, by private letter ruling, advises
     the Company that the use of such earnings to repay the loan will be
     deductible under Code section 404(k)(2)(C) and will not violate the
     requirements of Code section 4975; and

          (vi) the proceeds of a subsequent loan made to repay the loan.

     The contributions and earnings available to pay a loan must be accounted
for separately by the Company until all loans under this section 13.4 have been
paid. If dividends on Employer Stock allocated to the ESOP Account of any
Participant are used to repay any loan, shares of Employer Stock with a fair
market value not less than the amount of such dividends shall be allocated in
accordance with section 4.3(c) to the ESOP Account of such Participant prior to
the end of the Plan Year during which (but for the use of the dividends to repay
the loan) such dividend would have been allocated to the ESOP Account of such
Participant.


                                       57

<PAGE>

     (d) Allocation of Released Shares. Subject to the limitations in section
4.10 on Annual Additions to a Participant's accounts, shares of MCN Stock
released from a Suspense Account described in section 13.4(a) shall be allocated
immediately to the ESOP Accounts of each Participant in the proportion that the
contribution that would be required to be made on behalf of such Participant
under section 4.3(a)(i) for the applicable period if no shares were allocated
under section 4.3(a)(ii) during such period bears to the total of all Employer
contributions that would be required under section 4.3(a)(i) hereof for the
applicable period if no shares were allocated under section 4.3(a)(ii) during
such period.

     13.4. DIVERSIFICATION. Any Participant or any former Participant whose
distribution has been deferred pursuant to section 9.7(a), who, in either case,
has completed at least ten years of participation in the Plan, and who has
attained the age of 55 is a "Qualified Participant." Any Qualified Participant
shall have the right to make an election to direct the investment of the
restricted portion of his or her ESOP Account. Such a Participant may elect
within 90 days after the close of each Plan Year in the six plan-year period
beginning with the first Plan Year in which the individual becomes a Qualified
Participant to diversify 25 percent of the restricted portion of his or her ESOP
Account, less any amount to which a prior election applies. In the case of the
last year to which an election applies, 50 percent shall be substituted for 25
percent.

     The portion of a Qualified Participant's ESOP Account that is eligible for
diversification may be invested in any investment funds under the Plan, in any
combination thereof.

     13.5. PUT OPTION. If Employer Stock becomes not readily tradable on an
established market, then any Participant who is otherwise entitled to a
distribution of his or her ESOP Account, shall have the right (hereinafter
referred to as "Put Option") to require that his or her Employer repurchase any
Employer Stock allocated to the Participant's ESOP Account under a fair
valuation formula. The Put Option shall be exercisable only by written notice to
the Participant's Employer during the 60-day period immediately following the
date of distribution and if the Put Option is not exercised within such 60-day
period, then it can be exercised for an additional period of 60 days in the
following Plan Year. The period during which the Put Option is exercisable shall
not include any time when a Participant is unable to exercise it because his or
her Employer is prohibited from honoring it by applicable federal or state law.
This Put Option shall be nonterminable within the meaning of Treasury Regulation
54.4975-(11)(a)(ii).

     The amount paid for Employer Stock under the Put Option shall be paid in
substantially equal periodic payments (not less frequently than annually) over a
period beginning not later than 30 days after the exercise of the Put Option and
not exceeding five years. There shall be adequate security provided and
reasonable interest paid on the unpaid balance due under this section 13.5.

     13.6. PURCHASE OF EMPLOYER STOCK. The ESOP may acquire shares of Employer
Stock on a national securities exchange, from the Company or any Affiliated
Company or otherwise; provided, however, that if any shares of Employer Stock
are purchased from the Company or any Affiliated Company, the price shall not
exceed an amount which constitutes adequate consideration (as defined in ERISA
section 3(18) and any Regulations thereunder) and such purchase shall satisfy
all other requirements of ERISA and the Code applicable to such purchases.
Except as provided in section 13.5 or as otherwise required by applicable law,
no


                                       58

<PAGE>

shares of Employer Stock acquired by the ESOP shall be subject to a put, call,
or other option, or buy-sell or similar arrangement while held by and when
distributed from the Plan, whether or not any part of the Plan is then an ESOP.
The protection afforded to Participants in the preceding sentence is
nonterminable within the meaning of Treasury Regulation section
54.4975.11(a)(ii).


                                       59

<PAGE>

                           ARTICLE XIV - MISCELLANEOUS

     14.1. BENEFICIARY DESIGNATION. Subject to the provisions of this section
14.1, each Participant shall have the right to designate a beneficiary or
beneficiaries to receive any distribution to be made under section 9.1 upon the
death of such Participant, or, in the case of a Participant who dies subsequent
to termination of employment but prior to the distribution of the entire amount
to which he or she is entitled to receive under the Plan, any undistributed
balance to which such Participant would have been entitled.

     In the event of the death of a Participant whose spouse survives the
Participant, the beneficiary of the Participant shall be his or her surviving
spouse unless such spouse has consented in writing to the designation of another
beneficiary or beneficiaries. Any such written consent shall acknowledge the
effect of such election and shall be witnessed by a notary public or by a
representative of the Company who is designated to act in such capacity by the
Company. In the event a Participant dies without a surviving spouse, or, in the
event the surviving spouse of a Participant has executed the written consent
herein above described, any distributions to be made under section 9.1 upon the
death of the Participant shall be made to the Participant's designated
beneficiary or beneficiaries. If the Participant establishes to the satisfaction
of the Company or its designated representative that such written consent cannot
be obtained because his or her spouse cannot be located, the requirement of such
written consent shall be waived.

     If no beneficiary has been named by a Participant who dies without a
surviving spouse or if the beneficiary designated by such a Participant or by a
Participant whose surviving spouse has executed the written consent hereinabove
described has predeceased the Participant or such designated beneficiary has
died prior to complete disbursement of the Participant's Plan Account, the value
of the Participant's account, or the undistributed portion thereof, shall be
paid by the Trustee at the direction of the Company-

     (a) to the surviving spouse of such deceased Participant, if any;

     (b) if there shall be no surviving spouse, to the surviving children of
such deceased Participant, if any, in equal shares;

     (c) if there shall be no surviving spouse or surviving children, to the
executors or administrators of the estate of such deceased Participant; or

     (d) if no executor or administrator shall have been appointed for the
estate of such deceased Participant, to the person or persons who would be
entitled to the personal estate of such deceased Participant under the laws of
his or her state of domicile if the Participant had died leaving no will.

     In the event that a Participant and his spouse die under circumstances such
that it is not clear whether the spouse survived the Participant, the
Participant shall be presumed to have survived the spouse.

     14.2. INCOMPETENCY. Any distribution under this Plan which is payable to a
beneficiary who is a minor or to a Participant or beneficiary who, in the
opinion of the Company, is unable to manage his or her affairs by reason of
illness or mental incompetency, may be made


                                       60

<PAGE>

to or for the benefit of any such Participant or beneficiary in such of the
following ways as the Company shall direct:

     (a) Directly to any such minor beneficiary, if, in the opinion of the
Company, he is able to manage his affairs;

     (b) To the legal representative of any such Participant or beneficiary; or

     (c) To some near relative of any such Participant or beneficiary to be used
for the latter's benefit.

     14.3. EXPENSES. Except as otherwise provided in the Plan, all costs and
expenses incurred in administering the Plan, including the expenses of the
Company, the fees and expenses of the Trustee, the fees of its counsel, and
other administrative expenses, shall be borne by the Employers in such
proportions as the Company shall determine to be equitable and proper having
regard to the nature of the particular expense.

     14.4. NONASSIGNABILITY. Except as may be required to comply with a
qualified domestic relations order (as defined in Code section 414(p)), or with
a judgment, order, or decree issued on or after August 5, 1997 requiring the
offset of a Participant's vested Account against the amount a Participant or
former Participant is required to pay to the Plan when the Participant has
committed a breach of fiduciary duty to, or a criminal act against, the Plan, it
is a condition of the Plan, and all rights of each Participant shall be subject
thereto, that no right or interest of any Participant in the Plan or in a Plan
Account shall be assignable or transferable in whole or in part, either directly
or by operation of law or otherwise, including, but not by way of limitation,
execution, levy, garnishment, attachment, pledge, or bankruptcy but excluding
devolution by death or mental incompetency, and no right or interest of any
Participant in the Plan or in his or her Plan Account shall be liable for, or
subject to, any obligation or liability of such Participant.

     14.5. EMPLOYMENT NONCONTRACTUAL. The Plan confers no right upon any
Employee to continue in employment.

     14.6. MERGER OR CONSOLIDATION WITH ANOTHER PLAN. A merger or consolidation
with, or transfer of assets or liabilities to, any other plan shall not be
effected unless the terms of such merger, consolidation, or transfer are such
that each Participant, distributee, beneficiary, or other person entitled to
receive benefits from the Plan would, if the Plan then terminated, receive a
benefit immediately after the merger, consolidation, or transfer which is equal
to or greater than the benefit such person would have been entitled to receive
immediately before the merger, consolidation, or transfer if the Plan had then
terminated.

     If any other plan shall be merged into and become a part of this Plan, each
Participant or the person entitled to receive a benefit under such other plan
shall be entitled to receive a benefit under this Plan which is equal to the
benefit such person would have been entitled to receive had such other plan
terminated immediately before the merger.

     14.7. CONTINUANCE BY A SUCCESSOR. In the event that any Employer
corporation shall be reorganized by way of merger, consolidation, transfer of
assets, or otherwise, so that another Affiliated Company shall succeed to all or
a portion of such Employers' business, such successor


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corporation, with the consent of each other participating Employer, may be
substituted for such Employer under the Plan by adopting the Plan and becoming a
party to the Trust Agreement. Employee contributions and Employer contributions
shall be automatically suspended from the effective date of any such
reorganization until the date upon which the substitution of such successor
corporation for the Employer under the Plan becomes effective. If, within 90
days from the effective date of any such reorganization, such successor
corporation shall not have become a party to the Plan, or, if the Employer shall
adopt a plan of complete liquidation other than in connection with a
reorganization, the Plan shall be automatically terminated with respect to
Employees of such Employer as of the close of business on the ninetieth day
following the effective date of such reorganization or as of the close of
business on the date of adoption of such plan of complete liquidation, as the
case may be, and the Trustee shall distribute the portion of the Trust
applicable to Participants of such Employer in the manner provided in section
11.3.

     14.8. USERRA RIGHTS. Notwithstanding any provision of the Plan to the
contrary, effective December 12, 1994, contributions, benefits and service
credit with respect to qualified military service will be provided in accordance
with Code Section 414(u), to the extent applicable. Loan repayments will be
suspended under this Plan as permitted under Code Section 414(u).

     14.9. CONSTRUCTION. Unless the context clearly requires otherwise-

     (a) the masculine pronoun whenever used shall include the feminine, the
singular shall include the plural, and vice versa, and

     (b) headings of Articles and sections herein are included solely for
convenience, and if there is any conflict between such headings and the text of
the Plan, the text shall control.


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<PAGE>

        ARTICLE XV - REDESIGNATION OF ESOP AND DISTRIBUTION OF DIVIDENDS

     This Article XV designates that part of the non-ESOP portion of the Plan
which is invested in the Employer Stock Fund becomes part of the ESOP portion of
the Plan. This Article XV also sets forth certain provisions regarding the
operation of the ESOP portion of the Plan, such provisions to supersede any
contrary provisions of the Plan. This Article XV (including provisions regarding
distribution of dividends) shall become effective as of January 1, 1998 with
regard to dividends distributed on or after that date.

     Except as specifically provided in this Article XV, the provisions of this
Article XV, including the redesignation of the ESOP portion of the Plan
described herein, shall not affect any beneficiary designations or any other
applicable agreements, elections, or consents that Participants, spouses, or
beneficiaries validly executed under the terms of the Plan before the execution
date of the Plan amendment which first adopts this Article XV, and such
designations, agreements, elections and consents shall continue to apply in the
same manner as they did prior to such amendment.

     The ESOP, as set forth in this Article XV, is intended to meet with
requirements of an employee stock ownership plan, as defined in section
4975(e)(7) of the Code and the accompanying regulations, and section 407(d)(6)
of ERISA. As provided below, the ESOP is designed to invest primarily in
qualifying employer securities of DTE Energy Company (MCN Energy Group Inc.
prior to June 1, 2001).

     15.1. REDESIGNATION OF ESOP PORTION OF PLAN. Effective as of January 1,
1998, the ESOP portion of the Plan shall consist of the ESOP Account of each
Participant plus the remaining part of each Participant's Plan Account that is
invested in the Employer Stock Fund. The put option provisions of section 13.6
shall apply to the entire ESOP portion of the Plan. However, only a
Participant's ESOP Account shall be subject to the restrictions described in the
first sentence of section 6.3.

     15.2. ALLOCATION OF INVESTMENT PLAN ACCOUNT BALANCES TO ESOP PORTION OF
PLAN. All amounts contributed, transferred or designated as allocable to the
Investment Plan Account of any Participant shall be treated as part of the ESOP
portion of the Plan to the extent the Participant has directed the investment of
such amounts in the Employer Stock Fund in accordance with Article VI of the
Plan.

     15.3. DISTRIBUTION OF DIVIDENDS ON EMPLOYER STOCK. At the direction of the
Company exercised in its sole discretion, the Trustee will, after dividends are
paid on Employer Stock held in the Trust, but in no event later than 90 days
following the end of the Plan Year in which such dividends are paid (to the
extent such dividends are not used to make payment on an exempt loan as provided
for in section 3.4(c) of the Plan), either (i) distribute to Participants such
portion of the dividends attributable to the interests in Employer Stock held in
their Plan Accounts (or, if so determined by the Company, their ESOP Accounts)
as described below or, (ii) arrange to have such dividends distributed directly
to Participants by the Employer, or (iii) arrange to have such dividends
distributed to Participants by a dividend disbursement agent selected by the
Company. In its sole discretion, the Company may direct the Trustee to have such
dividends distributed only to Participants who elect (or fail not to elect) to
receive such dividend distributions in


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accordance with forms and procedures established by the Company (which such
procedures may apply to all Participants, or solely to a group or groups
determined by the Company). Further, in its sole discretion, the Company may
establish procedures that would permit Participants to elect to have dividends
distributed to them in a single sum rather than over periods that might
otherwise be determined by the Company to correspond with Employer payroll
practices.

     The distribution of dividends on Employer Stock held in a Participant's
Plan Account (or, if so determined by the Company, a Participant's ESOP Account)
shall be in an amount equal to all of the dividends paid on the Employer Stock
held in such Participant's Plan Account (or, if so determined by the Company, a
Participant's ESOP Account).

                              * * * * * * * * * * *

     The MICHCON INVESTMENT AND STOCK OWNERSHIP PLAN is hereby executed on
February ___, 2002.

                                        MICHIGAN CONSOLIDATED GAS COMPANY


                                        By:
                                            ------------------------------------

Witness

Its:
     --------------------------------


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