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                                                                    EXHIBIT 10.4




                                 MCN CORPORATION

                              STOCK INCENTIVE PLAN



                     (as amended effective April 22, 1997)





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<TABLE>
<CAPTION>

                                TABLE OF CONTENTS
                                -----------------
SECTION                                                                          Page
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<S>                                                                              <C>
ARTICLE I---------------------------------------------------------------------------1
    Purpose

ARTICLE II--------------------------------------------------------------------------1
    Definitions

ARTICLE III-------------------------------------------------------------------------2
    Administration

ARTICLE IV--------------------------------------------------------------------------3
    Shares Subject to the Plan

ARTICLE V---------------------------------------------------------------------------4
    Eligibility

ARTICLE VI--------------------------------------------------------------------------5
    Stock Options

ARTICLE VII------------------------------------------------------------------------10
    Restricted Stock Awards

ARTICLE VIII-----------------------------------------------------------------------11
    Performance Unit Awards

ARTICLE  IX------------------------------------------------------------------------13
    General Provisions

ARTICLE X--------------------------------------------------------------------------20
    Amendment and Termination

ARTICLE XI-------------------------------------------------------------------------21
    Miscellaneous
</TABLE>


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                                 MCN CORPORATION
                              STOCK INCENTIVE PLAN

                      (as amended effective April 22, 1997)

                                    ARTICLE I

                                     PURPOSE

The purpose of the MCN Corporation Stock Incentive Plan (the "Plan") is to
promote the success of MCN Corporation (the "Corporation" or "MCN") by providing
a method whereby eligible employees of the Corporation and its affiliated
companies may be awarded additional remuneration for services rendered and
encouraged to invest in the Common Stock of the Corporation, thereby increasing
their proprietary interest in the Corporation's business, encouraging them to
remain in the employ of the Corporation or its affiliated companies, and
increasing their personal interest in the continued success and progress of the
Corporation.

                                   ARTICLE II

                                   DEFINITIONS

2.1      The following terms have the meaning described below when used in the
         Plan:

         (a)  "Award" shall refer to the Restricted Stock Award granted under
              Article VII and except for purposes of Article VII, a Performance
              Unit Award granted under Article VIII.

         (b)  "Board of Directors" shall mean the Board of Directors of the
              Corporation.

         (c)  "Code" shall mean the Internal Revenue Code of 1986, as it may be
              amended from time to time.






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         (d)  "Committee" shall mean the Committee appointed by the Board of
              Directors to administer the Plan pursuant to Article III.

         (e)  "Common Stock" shall mean common stock, par value $.01 of the
              Corporation.

         (f)  "Corporation" shall mean MCN Corporation or any successor to it in
              ownership of all or substantially all of its assets.

         (g)  "Earlier Plan" shall mean the MCN Stock Option Plan.

         (h)  "Incentive Stock Option" shall mean a stock option granted under
              Article VI which is intended to meet the requirements of Section
              422A of the Code.

         (i)  "Nonqualified Stock Option" shall mean a stock option granted
              under Article VI which is not intended to be an Incentive Stock
              Option.

         (j)  "Option" shall mean an Incentive or Non-qualified Stock
              Option.

         (k)  "Participant" shall mean an eligible employee who has been granted
              an option or Award.

         (1)  "Participating Company shall mean the Corporation or any
              subsidiary or other affiliated entity (whether or not
              incorporated) designated by the Board of Directors.

         (m)  "Restricted Stock Award" shall mean an award of common stock under
              Article VII hereof.

         (n)  "Stock Appreciation Right" shall mean a right granted under
              Section 6.5.

         (o)  "Performance Unit Award" shall mean an award granted under Article
              VIII.

         (p)  "Vesting Date" shall mean the date upon which restrictions or
              limitations on Options or Awards lapse.

                                   ARTICLE III

                                 ADMINISTRATION

    3.1  (a)  The Board of Directors of the Corporation shall appoint not less
              than three Directors or disinterested persons to the Committee
              which shall administer the Plan. No individual shall become a
              member of a Committee if he or she shall have been

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              eligible to receive an Option or Award under the Plan (or a
              predecessor of any part of the Plan) at any time during the twelve
              month period prior to his or her becoming a member and no member
              of the Committee shall be eligible to receive an option, Stock
              Appreciation Right or Award granted by such Committee under the
              Plan while a member of that Committee. The Committee shall have
              full power and authority subject to such orders or resolutions not
              inconsistent with the provisions of the Plan as may from time to
              time be issued or adopted by the Board of Directors to grant to
              eligible persons options and Stock Appreciation Rights under
              Article VI of the Plan, to grant Restricted Stock Awards under
              Article VII of the Plan, to grant Performance Unit Awards under
              ARTICLE VIII of the Plan, to interpret the provisions of the Plan
              and any agreements relating to Options, Stock Appreciation Rights
              and Awards granted under the Plan and to supervise the
              administration of the Plan, all subject to ratification or
              modification by the Board of Directors, a majority of which
              directors acting in any such matter shall be disinterested
              persons.

         (b)  All decisions made by the Committee pursuant to the provisions of
              the Plan and related orders or resolutions of the Board of
              Directors shall be final, conclusive and binding on all persons,
              including the Corporation, stockholders, employees and
              beneficiaries of employees.


                                   ARTICLE IV

                           SHARES SUBJECT TO THE PLAN

    4.1  (a)  Subject to adjustment pursuant to Section 4.1(b), the aggregate
              number of Options, Restricted Stock Awards, and shares of Common
              Stock issued upon payout of Performance Units that may be
              distributed under the Plan in any calendar year shall not exceed
              one percent of the shares of Common Stock outstanding on the first
              day of the calendar year on the date such Options, Restricted
              Stock, and shares of Common Stock issued upon payout of
              Performance Units are distributed. In


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              addition, the number of Shares, Options, Stock Appreciation
              Rights, Awards, or Performance Units that may be issued under this
              Plan subsequent to February 26, 1997 may not exceed 5% of the
              number of shares issued and outstanding on that date plus the
              number of shares approved and not issued prior to February 26,
              1997.

              Shares of Common Stock may be made available from the authorized
              but unissued shares of the Corporation or from shares reacquired
              by the Corporation including shares purchased in the open market.
              If an Option, Restricted Stock Award, or Performance Unit granted
              under the Plan shall expire or terminate for any reason during a
              calendar year, the shares subject to, but not distributed, under
              such Option or Restricted Stock shall be available for other
              Options and Awards to the same employee or other employees.

         (b)  In the event of any merger, reorganization, consolidation,
              recapitalization, stock dividend, stock split or other change in
              corporate structure affecting the Common Stock, the Committee
              shall make the appropriate adjustment in the aggregate number of
              shares which may be delivered under the Plan and the number of
              shares subject to outstanding options, Stock Appreciation Rights
              and Awards to reflect such action. If any such adjustment shall
              result in a fractional share, such fraction shall be disregarded.


                                    ARTICLE V

                                   ELIGIBILITY

    5.1  Key employees of the Corporation and other Participating Companies, as
         shall be determined by the Committee, are eligible to participate in
         the Plan.


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                                   ARTICLE VI

                                 STOCK OPTIONS

    6.1  Subject to the limitations of the Plan, the Committee shall, after such
         consultation with and consideration of the recommendations of
         management as the Committee considers desirable, select from eligible
         employees those to be granted options and determine the time when each
         option shall be granted and the number of shares subject to each
         option, and shall select the optionees to receive Stock Appreciation
         Rights and the Options on which such rights shall relate. Options may
         be either Incentive Stock Options or Nonqualified Stock Options, and
         more than one option and Stock Appreciation Right may be granted to the
         same person. Stock Appreciation Rights may be granted to holders of any
         unexpired options granted under the Plan or the Earlier Plan.


    6.2  Option Agreements. Each Option under the Plan shall be evidenced by an
         option agreement which shall be signed by an officer of the Corporation
         and the optionee and shall contain such provisions as may be approved
         by the Committee. Any such option agreement may be supplemented and
         amended from time to time as approved by the Committee, provided that
         the terms of such option agreement after being amended or supplemented
         conform to the terms of the Plan. Any option agreement for Nonqualified
         Stock options shall state that the Nonqualified Stock Options granted
         thereunder shall not be treated as Incentive Stock Options. Each Stock
         Appreciation Right shall be evidenced by the option agreement for the
         option to which it relates. In the case of any such right relating to
         a previously granted option, the option agreement shall be supplemented
         to evidence such right.

    6.3  Option Price. The price at which shares may be purchased upon exercise
         of a particular Incentive Stock option shall be not less than one
         hundred percent (100%) of the fair market value of such shares on the
         date such Option is granted as determined in accordance with procedures
         to be established by the Committee.

    6.4  Exercise of Options.

         (a)  Subject to the provisions of the Plan with respect to death,
              disability, retirement and termination of employment, the period
              during which each Option may be exercised

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              shall be fixed by the Committee at the time such Option is granted
              but such period in no event shall expire later than ten years from
              the date the Option is granted.

         (b)  Except as permitted by Sections 6.7 and 9. 1, each option may be
              exercised only after one year of continued employment by the
              Corporation or any of its affiliated companies and only during the
              continuance of the optionee's employment with the Company or any
              of its affiliated companies. Subject to the foregoing limitations
              and the terms and conditions of the option agreement and unless
              canceled prior to exercise, each Option shall be exercisable in
              whole or in part in installments at such time or times as the
              Committee may prescribe and specify in the applicable option
              agreement.

         (c)  No shares shall be delivered pursuant to any exercise of an Option
              until payment in full of the option price therefor is received by
              the Corporation. Such payment shall be made in cash or, in the
              discretion of the Committee, through the delivery of shares of
              Common Stock of the corporation with a value equal to the total
              option price, or a combination of cash and shares, or by other
              means which the Committee determines are consistent with the
              Plan's purpose and applicable law, provided that for Incentive
              Stock Options such other means are established on or before the
              date such Option was granted. Any shares so delivered shall be
              valued at their fair market value on the trading day preceding the
              exercise date determined as provided in Section 6.3. Payment of
              the option price may be made by borrowing from the Corporation
              pursuant to the terms and conditions provided for in the MCN Stock
              Option Plan previously approved by shareholders. No optionee or
              legal representative, legatee of distributee of any optionee shall
              be deemed to be a holder of any shares subject to any Option prior
              to the issuance of such shares upon exercise of such Option or any
              related Stock Appreciation Right.

    6.5  Stock Appreciation Rights.

         (a)  Stock Appreciation Rights may be granted to such optionees holding
              Options granted under the Plan or the Earlier Plan as the
              Committee may select and upon such terms


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              and conditions as the committee may prescribe.  Each stock
              Appreciation Right shall relate to a specific option granted and
              may be granted concurrently with the Option to which it relates or
              at any time prior to the exercise, expiration or termination of
              such Option. A Stock Appreciation Right shall entitle the
              optionee, subject to the provisions of the Plan and the related
              option agreement, to receive from the Corporation an amount not
              more than the excess of the fair market value on the exercise date
              of the number of shares for which the Stock Appreciation Right is
              exercised over the option price for shares under the related
              Option. For this purpose such fair market value shall be
              determined as provided in Section 6.3.

         (b)  A Stock Appreciation Right shall be exercisable on such dates or
              during such periods as may be determined by the Committee from
              time to time, provided that the Committee may for administrative
              convenience, determine that for any Stock Appreciation Right
              relating to a Nonqualified Stock Option which right can only be
              exercised during a limited period of time in order to satisfy
              rules imposed by the Securities and Exchange Commission, the
              exercise of any such right for cash during such limited period
              shall be deemed to occur for all purposes hereunder on the day
              during such limited period on which the fair market value of the
              Common Stock determined as provided in Section 6.3, is the highest
              and provided, further, that no Stock Appreciation Right shall be
              exercisable at a time when the related Option could not be
              exercised nor may it be exercised with respect to a number of
              shares in excess of the number for which such Option could then be
              exercised. Any such determination by the Committee may be changed
              by the Committee from time to time and may govern the exercise of
              Stock Appreciation Rights granted prior to such determination as
              well as Stock Appreciation Rights thereafter granted.

         (c)  A stock Appreciation Right may be exercised only upon surrender of
              the related Option by the optionee which shall be terminated to
              the extent of the number of shares for which the Stock
              Appreciation Right is exercised. Shares covered by such a

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              terminated Option or portion thereof granted under the Plan shall
              be available for other Options or Awards under the Plan.

         (d)  The amount payable by the Corporation upon exercise of a Stock
              Appreciation Right may be paid in cash, in shares (valued at their
              fair market value on the exercise date determined as provided in
              Section 6.3) or in any combination thereof as the Committee shall
              determine from time to time. No fractional shares shall be issued
              and the optionee shall receive cash in lieu thereof.

         (e)  The Committee may impose any other conditions upon the exercise of
              a Stock Appreciation Right, which may include a condition that the
              Stock Appreciation Right may be exercised only in accordance with
              rules and regulations adopted by the Committee from time to time.
              Such rules and regulations may govern the right to exercise Stock
              Appreciation Rights granted prior to the adoption or amendment of
              such rules and regulations as well as Stock Appreciation Rights
              granted thereafter.

         (f)  The Committee may at any time amend or suspend any Stock
              Appreciation Right theretofore granted under the Plan, provided
              that the terms of any Stock Appreciation Right after any amendment
              shall conform to the provisions of the Plan. A Stock Appreciation
              Right shall terminate upon the termination or expiration of the
              related Option.



    6.6  Transferability of Options and Stock Appreciation Rights. An Option
         granted under the Plan may not be transferred except by will or the
         laws of descent and distribution and, during the lifetime of the person
         to whom granted, may be exercised only by such person. A Stock
         Appreciation Right may not be transferred to anyone and may be
         exercised only by the optionee to whom it was granted.

    6.7  Death, Disability, Retirement and Termination of Employment. Subject to
         the condition that no Option may be exercised in whole or in part after
         the expiration of the option period specified in the applicable option
         agreement and subject to the Committee's right to cancel any Option:

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         (a)  Upon the death of any optionee while employed or within the
              three-year period referred to in clause (b) below, the person or
              persons to whom such optionee's rights under the Option are
              transferred by will or the laws of descent and distribution may,
              prior to three (3) years after (i) the date of such optionee's
              death while employed or (ii) the termination of such optionee's
              employment for a reason referred to in clause (b) below, as the
              case may be, purchase any or all of the shares with respect to
              which such optionee was entitled to exercise such Option
              immediately prior to his or her death.

         (b)  Upon termination of employment as a result of disability as
              defined in section 22(e)(3) of the Code or retirement pursuant to
              a retirement Plan of the Corporation or any of its direct or
              indirect subsidiaries, an optionee may, within three years after
              the date of such termination, purchase any or all of the shares
              with respect to which such optionee was entitled to exercise such
              Option immediately prior to such termination, and

         (c)  Upon termination of employment for cause, an optionee's Options
              shall be canceled to the extent not theretofore exercised.

         (d)  Upon termination of employment for any reason other than death,
              disability, retirement or cause, an optionee may exercise any
              Option or Stock Appreciation Right which was exercisable on the
              date of termination of employment or such additional period as the
              Committee may determine, but in no event later than the original
              expiration date of the Option.

         (e)  For purpose of the Plan, the term "cause" shall mean repeated
              material breaches of an optionee's duties of employment which are
              not cured after receipt by the optionee of written notice
              specifying such breaches or the optionee's conviction of a felony
              involving moral turpitude.

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                                   ARTICLE VII

                             RESTRICTED STOCK AWARDS

    7.1  Subject to the limitations of the Plan, the Committee shall, after such
         consultation with and consideration of the recommendations of
         management as the Committee considers desirable, select from eligible
         employees those Participants to be granted Restricted Stock Awards,
         determine the time when each Award shall be granted, the number of
         shares subject to each Award, and the date upon which the shares will
         vest (the Vesting Date).

    7.2  Vesting of Restricted Stock Awards.

         (a)  Subject to the rules of Sections 7.2(b) and 9.1 each Award shall
              fully vest and be one hundred percent (100%) nonforfeitable on the
              Vesting Date.

         (b)  Subject to the rules of Section 9.1, upon termination of a
              Participant's employment prior to Vesting Date for any reason
              except for disability or retirement, as described below, or death,
              his or her Awards shall be forfeited and the Participant shall
              have no right with respect to such Awards. Upon termination of
              employment prior to the Vesting Date by reason of the
              Participant's disability as defined in Section 22(e)(3) of the
              Code or retirement at age 62 or older under a retirement Plan
              maintained by the Company or a subsidiary or by reason of death,
              any Award granted to such Participant shall be vested and
              nonforfeitable to the extent of one hundred percent. Vesting for
              participants who retire prior to age 62 shall be as determined by
              the Committee.

    7.3  Payment of Awards.

         (a)  As soon as practicable after an Award has become vested in
              accordance with Section 7.2, such vested Award shall be paid to
              the Participant or, in the case of the death of the Participant,
              his or her designated beneficiary or beneficiaries or, in the
              absence of a designated beneficiary, to the estate of the
              Participant.

         (b)  In addition to the payment provided for in Section 7.3(a), prior
              to Vesting Date, each Participant shall receive a cash payment
              equal to the amount of dividends which would have been paid on the
              number of shares awarded had such shares been issued

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              as shares of Common Stock on the date of grant of such Award. This
              payment shall be made on or about the date such dividends would
              have been paid.

         (c)  Payments pursuant to Section 7.3(a) shall be made in either shares
              of Common Stock or cash as determined by the Committee provided,
              however, that the Participant or his or her beneficiary may
              request that the Committee approve a payment composed of a
              different ratio of cash and shares of Common Stock. Payment in
              cash pursuant to this paragraph shall be made in the amount which
              is equal to the closing price of a share of Common Stock on the
              New York Stock Exchange Composite Tape for the trading day
              preceding the day on which payment is to be made, multiplied by
              the number of shares of the Award which are to be paid in cash.

                                  ARTICLE VIII

                             PERFORMANCE UNIT AWARDS

    8.1  In addition to granting Options, Stock Appreciation Rights and
         Restricted Stock Awards, the Committee shall have authority to grant to
         eligible employees Performance Unit Awards which can be in the form of
         Common Stock or units, the value of which is based on whole or in part,
         on the value of Common Stock. Subject to the provisions of the Plan
         including Section 8.2 below, Performance Unit Awards shall be subject
         to such terms, restrictions, conditions, vesting requirements and
         payment rules (all of which are sometimes hereinafter collectively
         referred to as "rules") as the Committee may determine in its sole
         discretion, all such rules applicable to a particular Performance Unit
         Award to be reflected in writing and furnished to the employee at the
         time of grant. The rules need not be identical for each Performance
         Unit Award.

    8.2  Rules. In the sole discretion of the Committee a Performance Unit Award
         shall be granted subject to the following rules:

         (a)  Any shares of Common Stock which are part of a Performance Unit
              Award may not be assigned, sold, transferred, pledged or otherwise
              encumbered prior to the date on

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              which the shares are issued or, if later, the date provided by the
              Committee at the time of the Award.

         (b)  Performance Unit Awards may provide for the payment of cash
              consideration by the person to whom such Award is granted or
              provide that the Award and Common Stock be issued in connection
              therewith, if applicable, shall be delivered without the payment
              of cash consideration, provided that for any Common Stock to be
              purchased in connection with a Performance Unit Award the purchase
              price shall be at least fifty percent of the fair market value of
              such Common Stock on the date such Award is granted.

         (c)  Performance Unit Awards may relate in whole or in part to certain
              performance criteria established by the Committee at the time of
              grant.

         (d)  Performance Unit Awards may provide for deferred payment
              schedules, vesting over a specified period of employment, the
              payment (on a current or deferred basis) of dividend equivalent
              amounts, with respect to the number of shares of Common Stock
              covered by the Award, and elections by the employee to defer
              payment of the Award or the lifting of restrictions on the Award,
              if any.

         (e)  In such circumstances as the Committee may deem advisable, the
              Committee may waive or otherwise remove, in whole or in part, any
              restrictions or limitation to which a Performance Unit Award was
              made subject to the time of grant.

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                                 ARTICLE IX

                               GENERAL PROVISIONS

    9.1  Change in Control.

         (a)  (i)  In the case of a Change in Control (as defined below) of the
                   Corporation, each Option and Stock Appreciation Right then
                   outstanding shall immediately become exercisable in full.

              (ii) In the case of a Change in Control (as defined below) of the
                   Corporation, each Award shall immediately be fully vested and
                   nonforfeitable and shall be paid within 20 days thereafter at
                   no less than one hundred (100) percent of the standard or
                   target award amount or, if greater, the actual award amount
                   as extrapolated in the determination of the Committee (as so
                   constituted immediately prior to the Change in Control of the
                   Corporation), utilizing in each case the Change in Control
                   Price (as defined below) as the value per share of Common
                   Stock.

         (b)  A change in Control shall mean (i) the acquisition by any
              individual, entity or group (within the meaning of Section
              13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as
              amended (the "Exchange Act") (a "Person") of beneficial ownership
              (within the meaning of Rule 13(d)-3 promulgated under the Exchange
              Act) of twenty (20) percent or more of either (1) the then
              outstanding shares of common stock of the Corporation (the
              "Outstanding Corporation Common Stock") or (2) the combined voting
              power of the then outstanding voting securities of the Corporation
              entitled to vote generally in the election of directors (the
              "Outstanding Corporation Voting Securities"); provided, however,
              that the following acquisitions shall not constitute a Change of
              Control: (1) any acquisition directly from the Corporation
              (excluding an acquisition by virtue of the exercise of a
              conversion privilege), (2) any acquisition by the Corporation, (3)
              any acquisition by any employee benefit Plan (or related trust)
              sponsored or maintained by the Corporation or any corporation
              controlled by the


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          Corporation or (4) any acquisition by any corporation pursuant to a
          reorganization, merger or consolidation, if, following such
          reorganization, merger or consolidation, the conditions described in
          clauses (1),(2) and (3) of subparagraph (iii) of this Section 9.1 (b)
          are satisfied; or (ii) individuals who, as of the date hereof,
          constitute the Board (the "Incumbent Board") cease for any reason to
          constitute at least a majority of the Board; provided, however, that
          any individual becoming a director subsequent to the date hereof whose
          election, or nomination for election by the Corporation's
          shareholders, was approved by a vote of at least a majority of the
          directors than comprising the Incumbent Board shall be considered as
          though such individual were a member of the Incumbent Board, but
          excluding, for this purpose, any such individual whose initial
          assumption of office occurs as a result of either an actual or
          threatened election contest (as such terms are used in Rule 14(a)-l1
          of Regulation 14A promulgated under the Exchange Act) or other actual
          or threatened solicitation of proxies or consents by or on behalf of a
          Person other than the Board; or (iii) approval by the shareholders of
          the Corporation of a reorganization, merger or consolidation, in each
          case, unless, following such reorganization, merger or consolidation,
          (1) more than sixty (60) percent of, respectively, the then
          outstanding shares of common stock of the corporation resulting from
          such reorganization, merger or consolidation and the combined voting
          power of the then outstanding voting securities of such corporation
          entitled to vote generally in the election of directors is then
          beneficially owned, directly or indirectly, by all or substantially
          all of the individuals and entitled who were the beneficial owners,
          respectively, of the Outstanding Corporation Common Stock and
          Outstanding Corporation Voting Securities immediately prior to such
          reorganization, merger or consolidation in substantially immediately
          prior to such reorganization, merger or consolidation in substantially
          the same proportions as their ownership, immediately prior to such
          reorganization, merger or consolidation, of the Outstanding
          Corporation Common Stock and Outstanding Corporation Voting
          Securities, as the case may be, (2) no

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          Person (excluding the Corporation, any employee benefit Plan (or
          related trust) of the Corporation or such corporation resulting from
          such reorganization, merger or consolidation and any Person
          beneficially owning, immediately prior to such reorganization, merger
          or consolidation, directly or indirectly, twenty (20) percent or more
          of the Outstanding Corporation Common Stock or Outstanding Voting
          Securities, as the case may be) beneficially owns, directly or
          indirectly, twenty (20) percent or more of respectively, the then
          outstanding shares of common stock of the corporation resulting from
          such reorganization, merger or consolidation or the combined voting
          power of the then outstanding voting securities of such corporation
          entitled to vote generally in the election of directors and (3) at
          least a majority of the members of the board of directors of the
          corporation resulting from such reorganization, merger or
          consolidation were members of the Incumbent Board at the time of the
          execution of the initial agreement providing for such reorganization,
          merger or consolidation; or (iv) approval by the shareholders of the
          Corporation of (1) a complete liquidation or dissolution of the
          Corporation or (2) the sale or other disposition of all or
          substantially all of the assets of the Corporation, other than a
          corporation, with respect to which following such sale or other
          disposition, (A) more than sixty (60) percent of, respectively, the
          then outstanding shares of common stock of such corporation and the
          combined voting power of the then outstanding voting securities of
          such corporation entitled to vote generally in the election of
          directors is then beneficially owned, directly or indirectly, by all
          or substantially all of the individuals and entities who were the
          beneficial owners, respectively, of the Outstanding Corporation Common
          Stock and Outstanding Corporation Voting Securities immediately prior
          to such sale or other disposition in substantially the same proportion
          as their ownership, immediately prior to such sale or other
          disposition, of the Outstanding Corporation Common Stock and
          Outstanding Corporation Voting Securities, as the case may be, (B) no
          Person (excluding the Corporation and any employee benefit Plan (or
          related trust) of the Corporation or such corporation any

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          person beneficially owning, immediately prior to such sale or other
          disposition, directly or indirectly, twenty (20) percent or more of
          the Outstanding Corporation Common Stock or Outstanding Corporation
          Voting Securities, as the case may be) beneficially owns, directly or
          indirectly, twenty (20) percent or more of, respectively, the then
          outstanding shares of common stock of such corporation and the
          combined voting power of the then outstanding voting securities of
          such corporation entitled to vote generally in the election of
          directors and (C) at least a majority of the members of the board of
          directors of such corporation were members of the Incumbent Board at
          the time of the execution of the initial agreement or action of the
          Board providing for such sale or other disposition of assets of the
          Corporation.

 9.2      Designation of Beneficiary. Each employee who shall be granted an
          Award under the Plan may designate a beneficiary or beneficiaries and
          may change such designation from time to time by filing a written
          designation of beneficiaries with the Committee on a form to be
          prescribed by it, provided that no such designations shall be
          effective unless so filled prior to the death of such employee.

 9.3      No Right of Continued Employment. Neither the establishment of the
          Plan, the granting of Options, Stock Appreciation Rights or Awards, or
          the payment of any benefits hereunder or any action of the Corporation
          or of the Board of Directors or of the Committee shall be held or
          construed to confer upon any person any legal right to be continued in
          the employ of the Corporation or its direct or indirect subsidiaries,
          each of which expressly reserves the right to discharge any employee
          whenever the interest of any such company in its sole discretion may
          so require without liability to such company, the Board of Directors
          or the Committee except as to any rights which may be expressly
          conferred upon such employee under the Plan.

 9.4      No Segregation of Cash or Shares. The Corporation shall not be
          required to segregate any cash or any shares of Common Stock which may
          at any time be represented by Options, Awards, or amounts and the Plan
          shall constitute an "unfunded" Plan of the Corporation. No employee
          shall have voting or other rights with respect to such shares of
          Common Stock prior to the delivery of such shares. The Corporation
          shall not, by any provisions of the Plan,

                                       16


<PAGE>   19


          be deemed to be a trustee of any Common Stock or any other property
          and the liabilities of the Corporation to any employee pursuant to the
          Plan shall be those of a debtor pursuant to such contract obligations
          as are created by or pursuant to the Plan, and the rights of any
          employee, former employee or beneficiary under the Plan shall be
          limited to those of a general creditor of the Corporation. In its sole
          discretion, the Board of Directors may authorize the creation of
          trusts or other arrangements to meet the obligations of the
          Corporation and each other Participating Company under the Plan
          provided, however, that the existence of such trusts or other
          arrangements is consistent with the unfunded status of the Plan.

9.5       Delivery of Shares. No shares shall be delivered pursuant to any
          exercise of an Option, Stock Appreciation Right or pursuant to the
          payment of any Award unless the requirements of such laws and
          regulations as may be deemed by the Committee to be applicable thereto
          are satisfied.

9.6       Option Cancellation Payment. Notwithstanding any other provision
          of this Plan and the terms of any agreement under which the Committee
          has granted an Option or Award under this Plan, during the 60 day
          period from and after a Change of Control (as defined in Section 9.1)
          (the "Exercise Period"), in the case of all Options, an optionee shall
          have the right, in lieu of the payment of the exercise price of the
          shares of stock being purchased under the Option and by giving notice
          to the Corporation, to elect (within the Exercise Period) in lieu of
          exercise thereof to surrender all or part of the Option to the
          Corporation and to receive in cash, within 30 days of such notice, an
          amount in cancellation of the Option (the "Cancellation Payment")
          equal to the amount by which the Change in Control Price (as defined
          below) per share of Common Stock on the date of such election shall
          exceed the exercise price per share of Common Stock under the Option
          multiplied by the number of shares of Common Stock granted under the
          Option as to which the right granted under this Section 9.6 shall have
          been exercised; provided, however, that if such Option is held by an
          officer or director of the Corporation (within the meaning of Section
          16 of the Exchange Act) and not more than six months has elapsed from
          the grant thereof, or the receipt of the

                                       17

<PAGE>   20

          Cancellation Payment at the time above-specified would subject the
          optionee to liability under said Section 16, then the Cancellation
          Payment shall be made on the first day when no liability to the
          optionee under said Section 16 would result.

9.7       Transfer and Leave of Absence

          (a)  A transfer of an employee from a Participating Company to an
               affiliated company,

               and

          (b)  A leave of absence duly authorized in writing by the
               Participating Company, for military service or sickness, or for
               any other purpose approved by the Participating Company shall not
               be deemed a termination of employment.

9.8       Michigan Law to Govern. All questions pertaining to the construction,
          regulation, validity and effect of the provisions of the Plan shall be
          determined in accordance with the laws of the State of Michigan.

9.9       Payments and Tax Withholding. The delivery of any shares of Common
          Stock and the payment of any amount in respect of a Stock Appreciation
          Right or Award shall be for the account of the applicable
          Participating Company and any such delivery or payment shall not be
          made until the recipient shall have made satisfactory arrangements for
          the payment of any applicable withholding taxes.

9.10      Earlier Plan. The options granted under the Earlier Plan shall
          continue to be subject to the terms and conditions of the Earlier Plan
          and shall not be subject to this Plan.

9.11      Compliance with Rule 16(b)-3. It is MCN's intent that, with respect to
          persons who are subject to Section 16(b) of the Securities Exchange
          Act of 1934 (the "Act"), the Plan comply in all material respects with
          the provisions of Rule 16(b)-3 promulgated under the Act, as such rule
          or a successor rule or rules may be in effect from time to time. If
          any such Plan provision is found not to be in compliance with Rule 16
          (b)-3, such provision shall be deemed null and void.

9.12      Change in Control Price. Change in Control Price shall mean the higher
          of (i) the highest reported sales price, regular way, of a share of
          Common Stock on the Composite Tape for New York Stock Exchange Listed
          Stocks or, if such shares of the Corporation are not listed

                                       18

<PAGE>   21

          or admitted to trading on the New York Stock Exchange, the highest
          reported sales price as reported on the principal consolidated
          transaction reporting system with respect to securities listed on the
          principal national securities exchange on which such shares of the
          Corporation are listed or admitted to trading, or if such shares of
          the Corporation are not listed or admitted to trading on any national
          securities exchange, the highest quoted price or, if not so quoted,
          the highest average of the high bid and low asked prices in the
          over-the-counter market, as reported by the National Association of
          Securities Dealers, Inc. Automated Quotations System ("NASDAQ") or
          such other system then in use, or, if on any such date such shares of
          the Corporation are not quoted by any such organization, the highest
          average of the closing bid and asked prices as furnished by a
          professional market maker making a market in such shares of the
          Corporation as selected by the Board of Directors of the Corporation,
          in each case during the 60-day period prior to and ending on the date
          of the Change of Control and (ii) if the Change of Control is the
          result of a transaction or series of transactions described in
          subparagraphs (i) or (iii) of the definition of Change of Control set
          forth in Section 9.1, the highest price per share of the Common Stock
          paid in such transaction or series of transactions (which in the case
          of paragraph (i) shall be the highest price per share of the Common
          Stock as reflected in a Schedule 13D by the person having made the
          acquisition); provided, however, that with respect to any Incentive
          Stock Option, the Change of Control Price shall not exceed the market
          price of a share of Common Stock (to the extent required pursuant to
          Section 422A of the Code) on the date of surrender thereof.

9.13      Forfeitures. Notwithstanding any other provisions of this Plan, if the
          Committee finds by a majority vote after full consideration of the
          facts that the employee, before or after termination of his employment
          with the Corporation or its subsidiaries for any reason (a) committed
          or engaged in fraud, embezzlement, theft, commission of a felony, or
          proven dishonesty in the course of his employment by the Corporation
          or its subsidiaries, which conduct damaged the Corporation or its
          subsidiaries, or disclosed trade secrets of the Corporation or its
          subsidiaries, (b) participated, engaged in or had a financial or other
          interest, whether as an employee, officer, director, consultant,
          contractor, shareholder, owner, or

                                       19


<PAGE>   22


          otherwise, in any commercial endeavor in the United States which has a
          significant competitive impact on the business of the Corporation or
          its subsidiaries without the written consent of the Corporation or its
          subsidiaries, or (c) has taken any other action that has a significant
          adverse impact in the Corporation or its subsidiaries, the employee
          shall forfeit all outstanding Options, Restricted Stock, or
          Performance Units which are not vested, including all rights related
          to such matters, and including all unexercised Options, exercised
          Options, and any performance based Stock Awards to which he may be
          entitled, and other elections pursuant to which the Corporation has
          not yet delivered a stock certificate. Clause (b) shall not be deemed
          to have been violated solely by reason of the employee's ownership of
          stock or securities of any publicly owned corporation, if that
          ownership does not result in effective control of the corporation.

          The decision of the Committee as to the cause of the employee's
          discharge, the damage done to the Corporation or its subsidiaries, and
          the extent of the employee's competitive activity shall be final. No
          decision of the Committee, however, shall affect the finality of the
          discharge of the employee by the Company or its subsidiaries in any
          manner.

                                    ARTICLE X
                            AMENDMENT AND TERMINATION

10.1      Amendments, Suspension or Discontinuance. The Board of Directors may
          amend, suspend or discontinue the Plan provided, however, that except
          as permitted by Sections 4.1(b), the Board of Directors may not,
          without the prior approval of the stockholders of the Company, make
          any amendment which operates:

          (a)  To abolish the Committee, change the qualification of its members
               or withdraw the administration of the Plan from the Committee
               unless otherwise required or directed by law or regulation,

          (b)  To make any material change in the class of eligible employees as
               defined in the Plan,

                                       20


<PAGE>   23


          (c)  To increase the total number of shares of Common Stock available
               for Options, Stock Appreciation Rights and Awards granted under
               the Plan, or

          (d)  To extend the period during which Options or Awards may be
               granted under the Plan, and provided further that upon the
               occurrence of a Change in Control no amendment may adversely
               affect the rights of any person in connection with any Option or
               Award previously granted.

10.2      Limitation. No Option or Award shall be granted under the Plan after
          March 1, 2007.

                                   ARTICLE XI
                                 MISCELLANEOUS

          No director who also serves as an officer of the Corporation shall be
eligible to vote on any matter regarding the MCN Corporation Stock Incentive
Plan.

          IN WITNESS WHEREOF, the undersigned officer of the Company has
executed this Plan this 27th day of July, 1995, pursuant to the resolution
adopted by the Board of Directors of the Company.

                                             MCN CORPORATION

                                        BY:  Daniel L. Schiffer
                                             ----------------------------------
                                             Daniel L. Schiffer, Senior
                                             Vice President, General Counsel
                                             and Secretary

                                        Dated as of April 22, 1997

Restated April 22, 1997

                                       21


<PAGE>   24

                                 MCN CORPORATION
                              STOCK INCENTIVE PLAN
                              --------------------
                              HISTORICAL BACKGROUND


12/12/88           MCN Corporation Minutes of Regular Meeting of Board of
                   Directors - Resolution directing officers to prepare a
                   written stock incentive Plan to be considered at the 02/1989
                   meeting. (p.7+)

02/28/90           MCN Corporation Minutes of Regular Meeting of Board of
                   Directors - The Plan is amended effective 01/08/90 by
                   deleting Section 6.7(d) and inserting new Section 6.7(d) and
                   new Section 6.7(e); Section 9.1(a)(ii) is deleted and new
                   Section 9.1(a)(ii) "Change in Control" is inserted; Section
                   9.1(b) is deleted and new Section 9.1(b) is inserted; Section
                   9.6 is deleted and new Section 9.6 inserted; New Section 9.12
                   Inserted.

05/08/91           MCN Corporation Minutes of Regular Meeting of Board of
                   Directors authorizing the Board to approve a resolution to
                   expressly state that no director who also serves as an
                   officer of the Corporation shall be eligible to vote on any
                   matter regarding those plans. (New Article XI -
                   Miscellaneous)

08/15/92           Restated Plan.

12/15/94           MCN Corporation Minutes of Regular Meeting of Board of
                   Directors proposes amendments to Sections 4.1(a) and 10.2 for
                   approval by the Corporation's shareholders at their 1995
                   annual meeting.

04/27/95           MCN Corporation Minutes of Regular Meeting of Shareholders -
                   The Shareholders approved the amendments recommended in the
                   December 15, 1994 MCN Corporation Minutes of Regular Meeting
                   of Board of Directors. Section 4.1(a) is deleted in its
                   entirety and new section 4.1(a) is inserted.


<PAGE>   25

4.1       (a) is amended to read:

                   "Subject to adjustment pursuant to Section 4.1(b), the
                   aggregate number of shares of Common Stock with respect to
                   which Options, Stock Appreciation Rights, Awards and
                   Performance Units may be granted under the Plan in any
                   calendar year shall not exceed one percent of the shares of
                   Common Stock outstanding in any year. The one-percent
                   limitation shall be calculated by dividing the aggregate
                   number of shares of Common Stock with respect to which
                   Options, Stock Appreciation Rights, Awards and Performance
                   Units are granted under the Plan in any calendar year by the
                   total number of shares outstanding on the first day during
                   the calendar year on which Options, Stock Appreciation
                   Rights, Awards, and Performance Units are granted. If the
                   number of shares granted with respect to Options, Stock
                   Appreciation Rights, Awards, or Performance Units is not
                   determinable, then the limitation shall be calculated using
                   the largest number of shares expected to be issued. Provided,
                   however, that the number of Shares, Options, Stock
                   Appreciation Rights, Awards, or Performance Units that may
                   issued under this Plan subsequent to February 27, 1995 may
                   not exceed 5% of the number of shares issued and outstanding
                   on that date.

                   "Shares of Common Stock may be made available from the
                   authorized but unissued shares of the Corporation or from
                   shares reacquired by the Corporation including shares
                   purchased in the open market. If an Option, Restricted Stock
                   Award, or Performance Unit Award granted under the Plan shall
                   expire or terminate for any reason during a calendar year,
                   the shares subject to, but not delivered, under such option
                   or Award shall be available for other options and Awards to
                   the same employee or other employees."

                   Section 10.2 is deleted in its entirety and new section 10.2
                   is inserted as follows: (New 10.2)



<PAGE>   26

10.2               Limitation. No Option or Award shall be granted under the
                   Plan after March 1, 2005.

07/27/95                 MCN Corporation Minutes of Regular Meeting of Board of
                         Directors approves an amendment to the Plan that would
                         provide for the forfeiture of previous awards in
                         specific situations where an executive or former
                         executive took actions that were significantly adverse
                         to the Corporation's interests. New section 9.13 is
                         inserted as follows:

9.13               Forfeitures. Notwithstanding any other provisions of this
                   Plan, if the Committee finds by a majority vote after full
                   consideration of the facts that the employee, before or after
                   termination of his employment with the Corporation or its
                   subsidiaries for any reason (a) committed or engaged in
                   fraud, embezzlement, theft, commission of a felony, or proven
                   dishonesty in the course of his employment by the Corporation
                   or its subsidiaries, which conduct damaged the Corporation or
                   its subsidiaries, or disclosed trade secrets of the
                   Corporation or its subsidiaries, (b) participated, engaged in
                   or had a financial or other interest, whether as an employee,
                   officer, director, consultant, contractor, shareholder,
                   owner, or otherwise, in any commercial endeavor in the United
                   States which has a significant competitive impact on the
                   business of the Corporation or its subsidiaries without the
                   written consent of the Corporation or its subsidiaries, or
                   (c) has taken any other action that has a significant adverse
                   impact in the Corporation or its subsidiaries, the employee
                   shall forfeit all outstanding Options, Restricted Stock, or
                   Performance Units which are not vested, including all rights
                   related to such matters, and including all unexercised
                   Options, exercised Options, and any performance based Stock
                   Awards to which me may be entitled, and other elections
                   pursuant to which the Corporation has not yet delivered a
                   stock certificate. Clause (b) shall not be deemed to have
                   been violated solely by reason of the employee's ownership of
                   stock or securities of any publicly owned corporation, if
                   that ownership does not result in effective control of the
                   corporation.

                   The decision of the Committee as to the cause of the
                   employee's discharge, the damage done to the Corporation or
                   its subsidiaries, and the extent of the employee's
                   competitive activity shall be final. No decision of the
                   Committee, however, shall affect the finality the discharge
                   of the employee by the Company or its subsidiaries in any
                   manner.

04/22/97                 MCN Corporation Annual Meeting of Shareholders approves
                         an amendment to the plan to increase the number of
                         shares of MCN common stock authorized to be issued
                         under the plan. In order to meet future potential
                         performance unit plan awards, an increase in the number
                         of authorized shares available for distribution under
                         the plan by 5% of the number of MCN common shares
                         issued and outstanding as of February 26, 1997 or
                         3,372,656 shares is approved. The plan is amended and
                         restated as of 04/22/97.


<PAGE>   27




                   (a) Section 4.1(a) is amended to read:

                         "Subject to adjustment pursuant to Section 4.1(b),
                         the aggregate number of Options, Restricted Stock
                         Awards, and shares of Common Stock issued upon payout
                         of Performance Units that may be distributed under the
                         Plan in any calendar year shall not exceed one percent
                         of the shares of Common Stock outstanding on the first
                         day of the calendar year on the date such Options,
                         Restricted Stock, and shares of Common Stock issued
                         upon payout of Performance Units are distributed. In
                         addition, the number of Shares, Options, Stock
                         Appreciation Rights, Awards, or Performance Units that
                         may be issued under this Plan subsequent to February
                         26, 1997 may not exceed 5% of the number of shares
                         issued and outstanding on that date plus the number of
                         shares approved and not issued prior to February 26,
                         1997.

                         Shares of Common Stock may be made available from the
                         authorized but unissued shares of the Corporation or
                         from shares reacquired by the Corporation including
                         shares purchased in the open market. If an Option,
                         Restricted Stock Award, or Performance Unit granted
                         under the Plan shall expire or terminate for any reason
                         during a calendar year, the shares subject to, but not
                         distributed, under such Option or Restricted Stock
                         shall be available for other Options and Awards to the
                         same employee or other employees."

                         (b) Section 102. is amended to read:

                         "Limitation. No Option or Award shall be granted under
                         the Plan after March 1, 2007."