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                                                                   Exhibit 10.61



                             FIRST AMENDMENT TO THE
            DTE ENERGY COMPANY EXECUTIVE DEFERRED COMPENSATION PLAN
                       (EFFECTIVE AS OF OCTOBER 1, 2003)


     The First Amendment to the DTE Energy Company Executive Deferred
Compensation Plan is adopted pursuant to resolutions approved by the DTE Energy
Company Board of Directors on September 25, 2003.

     1.   Effective as of October 1, 2003, Section 2.07 "Cash Balance Plan"
shall be amended and restated to read as follows:

          2.07. Cash Balance Plan. "Cash Balance Plan" means any cash balance
          defined benefit plan maintained by the Company or an Affiliated
          Company which is intended to be qualified under Code section 401(a);
          provided, however, that the MCN Traditional Option and the DTE
          Traditional Option of the DTE Energy Company Retirement Plan shall be
          included in the definition of "Pension Plan," and not in the
          definition of "Cash Balance Plan".

     2.   Effective as of January 1, 2004, Section 2.08 "Cash Compensation"
shall be amended and restated to read as follows:

          2.08. Cash Compensation. "Cash Compensation" means Annual Cash Bonus
          or other cash payments (other than Performance Share Awards payable
          in cash, which are defined in Section 2.28 "Performance Share Awards")
          payable to a Participant.

     3.   Effective as of January 1, 2004, Section 2.14 "Contribution
Subaccount" shall be amended and restated to read as follows:

          2.14. Contribution Subaccount. "Contribution Subaccount" means a
          hypothetical bookkeeping record maintained by the Company to track
          the various allocations to a Participant's account. For purposes of
          this Plan, the balance in each Account shall be allocated among the
          Annual Cash Bonus Subaccount, the Base Salary Subaccount (for Base
          Salary deferred prior to January 1, 2004), the Prior Plans Subaccount,
          and the Mandatory Deferral Subaccount (collectively, known as the
          Contribution Subaccounts) as defined in Section 5 herein.

     4.   Effective as of October 1, 2003, Section 2.27 "Pension Plan" shall be
amended and restated to read as follows:

          2.27. Pension Plan. "Pension Plan" means any defined benefit plan
          maintained by the Company or an Affiliated Company, which is intended
          to be qualified under Code section 401(a). "Pension Plan"

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          includes the MCN Traditional Option and the DTE Traditional Option of
          the DTE Energy Company Retirement Plan, but cash balance defined
          benefit plans shall otherwise be included in the definition of "Cash
          Balance Plan," and not in the definition of "Pension Plan."

     5.   Effective as of January 1, 2004, Section 4.02 "Deferral of Base
Salary" shall be deleted in its entirety.

     6.   Effective as of January 1, 2004, Section 4.04 shall be amended and
restated to read as follows:

          4.04. Restoration of Qualified Plan Benefits. Amounts intended to
          replace Qualified Plan benefits (but not earnings) under the Cash
          Balance Plan, the Pension Plan, or the Savings Plan which are reduced
          as a result of deferrals under Sections 4.01, 4.02, or 4.03 of this
          Plan will be restored through a Qualified Plan Make-up Subaccount in
          the DTE Energy Company Supplemental Retirement Plan.

     7.   Effective as of January 1, 2004, Subsections (a) through (c) of
Section 4.04 "Restoration of Qualified Plan Benefits" shall be deleted in their
entirety.

     8.   Effective October 1, 2003, Section 4.05 "Mandatory Deferral" shall be
amended and restated to read as follows:

          4.05. Mandatory Deferral. The Company may credit to the Participant's
          Mandatory Deferral Subaccount, on the date on which such compensation
          would otherwise have been payable, amounts which would have been
          nondeductible under Code section 162(m) on the date on which such
          compensation would otherwise be payable. The Deferral Period for the
          Mandatory Deferral Subaccount shall be through the date on which the
          Participant ceases to be a "covered employee" as that term is defined
          in Code section 162(m)(3). Any amounts in the Mandatory Deferral
          Subaccount shall be paid in the form of a lump sum.

     9.   Effective as of January 1, 2004, Section 5.01 "Establishment of
Accounts" shall be amended and restated to read as follows:

          5.01. Establishment of Accounts. The Committee shall establish a
          hypothetical bookkeeping Account for each Participant. Each
          Participant's Account shall be divided into one or more Contribution
          Subaccounts:

          (a) For Participants deferring Base Salary prior to January 1, 2004, a
              "Base Salary Subaccount,"


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          (b)  For Participants deferring Annual Cash Bonus, an "Annual Cash
               Bonus Subaccount,"

          (c)  For Participants who's Qualified Plan benefits are reduced
               because of their participation in this Plan, a "Qualified Plan
               Make-up Subaccount" in the DTE Energy Company Supplemental
               Retirement Plan,

          (d)  For Participants deferring Performance Share Awards payable in
               cash, a "Performance Share Subaccount,"

          (e)  For Participants whose compensation would otherwise be
               nondeductible under Code section 162(m), a "Mandatory Deferral
               Subaccount," and

          (f)  For Participants whose balance from a Prior Plan has been
               transferred to this Plan, a "Prior Plan Subaccount."

          In addition, each Contribution Subaccount shall be divided into one or
          more Deferral Year Subaccounts, based on the Deferral Year of the
          contributions allocated to such Contribution Subaccount. The Prior
          Plan Subaccount shall be deemed to consist of one Deferral Year only.

     10.  Effective as of January 1, 2004, Subsection (a) of Section 5.02
"Contribution Subaccounts" shall be amended and restated to read as follows:

               (a) Establishment of Contribution Subaccounts. A Participant's
               Contribution Subaccount shall be denominated on a monetary basis.
               The Committee shall cause each separate Contribution Subaccount
               to be maintained in the name of each Participant with respect to
               whom all or a portion of Base Salary (prior to January 1, 2004),
               Annual Cash Bonus, or Performance Share Awards has been deferred,
               whose Qualified Plan benefits have been reduced because of his
               participation in this Plan, whose compensation has been
               mandatorily deferred because of Code section 162(m), or whose
               Prior Plan Balance has been transferred to this Plan.

     11.  Effective as of October 1, 2003, Subsection (b) of Section 6.01
"Distribution of Subaccounts" shall be amended and restated to read as follows:

          (b) Timing of Distributions. A lump sum distribution shall be made as
          of March 1 following the end of the Deferral Period or, if earlier,
          March 1 following the end of the Plan Year in which the Participant's
          employment terminated for any reason other than death. If a
          Participant has elected to


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          receive his distribution in annual installments, the first installment
          shall be made as of March 1 following the end of the Deferral Period
          or, if earlier, March 1 following the end of the Plan Year in which
          the Participant's employment terminated for any reason other than
          death. All subsequent annual installments shall be made on
          approximately the same date each calendar year thereafter for the
          remainder of the distribution period. If no Deferral Election is on
          file with respect to the Deferral Year Subaccount or no distribution
          option is indicated on the Deferral Election, the Participant's
          Deferral Year Subaccount shall be distributed as of March 1 following
          the end of the Plan Year in which the Participant's employment is
          terminated for any reason other than death. Timing of a distribution
          due to a Participant's death shall be governed by Section 7.03.

     12.  Effective as of January 1, 2004, Section 6.03 "Change in Distribution
Option" shall be amended and restated to read as follows:

          6.03. Change in Distribution Option. A Participant may change the
          distribution option previously selected for a particular Deferral
          Year Subaccount at any time while actively employed by submitting a
          revised Deferral Election applicable to such Deferral Year Subaccount
          to the Committee. A change in time or manner of an in-service
          distribution must be made by the December 31 prior to the March 1
          payment date, and if the timing of such distribution is changed, the
          new deferral period must be for at least two years.

     13.  Effective October 1, 2003, Section 6.04 "Hardship Withdrawals" shall
be amended and restated to read as follows:

          6.04. Hardship Withdrawals. An active Participant may request, in
          writing to the Vice President, Human Resources, a hardship withdrawal
          of all or part of his remaining Account which will be paid within 30
          days in a single lump sum. Such distribution shall be made only if the
          Vice President, Human Resources determines that the Participant has an
          unforeseen emergency that constitutes a severe financial hardship to
          the Participant resulting from a sudden and unexpected illness or
          accident of the Participant or of a dependent (as defined in Code
          section 152(a)) of the Participant, loss of the Participant's
          property due to casualty, or other similar extraordinary and
          unforeseeable circumstances arising as a result of events beyond the
          control of the Participant. Payment may not be made to the extent that
          such hardship is or may be relieved through reimbursement or
          compensation by insurance or otherwise by liquidation of the
          Participant's assets, to the extent the liquidation of such assets
          would not itself cause severe financial hardship or by cessation
          of deferrals under the Plan. The distribution shall be limited to the
          amount required to meet the financial hardship. In making these
          determinations, the Vice President, Human Resources shall utilize the


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          regulations proposed or adopted under Code section 457. Hardship
          distributions shall be deducted from Contribution Subaccounts in the
          following order (i) the Annual Cash Bonus Subaccount; and (ii) the
          Base Salary Subaccount. Within each Contribution Subaccount, oldest
          Deferral Year Subaccounts will be depleted first. If a Participant
          elects a hardship withdrawal, any on-going deferral will cease, and
          the Participant may not again be designated as an Eligible Employee
          eligible to make additional deferrals under the Plan until the
          enrollment period occurring at the end of the Plan Year following the
          Plan Year in which the withdrawal was made.

     14.  Effective October 1, 2003, Section 6.05 "Unscheduled Withdrawals"
shall be amended and restated to read as follows:

          6.05. Unscheduled Withdrawals. Active Participants shall be permitted
          to make certain unscheduled withdrawals as described below:

          (a) Election. Active Participants may request in writing to the Vice
          President, Human Resources an unscheduled withdrawal of the entire
          amount credited to the Participant's Account, including earnings,
          which will be paid within 30 days in a single lump sum.

          (b) Withdrawal Penalty. There will be a penalty deducted from the
          Account prior to an Unscheduled Withdrawal equal to 10 percent of the
          Participant's Account. If a Participant elects such a withdrawal, any
          on-going deferral will cease, and the Participant may not again be
          designated as an Eligible Employee eligible to make additional
          deferrals under the Plan until the enrollment period occurring at the
          end of the Plan Year following the Plan Year in which the withdrawal
          was made.

     This First Amendment to the DTE Energy Company Executive Deferred
Compensation Plan is executed as September 25, 2003.

                                        DTE ENERGY COMPANY

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



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