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                                                                   EXHIBIT 10-11




                                MCN ENERGY GROUP
                        SAVINGS AND STOCK OWNERSHIP PLAN
            (AS AMENDED AND RESTATED EFFECTIVE AS OF JANUARY 1, 1998)

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                                MCN ENERGY GROUP
                        SAVINGS AND STOCK OWNERSHIP PLAN
            (AS AMENDED AND RESTATED EFFECTIVE AS OF JANUARY 1, 1998)


                                TABLE OF CONTENTS

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ARTICLE I   THE PLAN.................................................................................................1

1.1    Establishment and Amendment of the Plan.......................................................................1
1.2    Applicability of the Plan.....................................................................................1
1.3    Purpose and Type of Plan......................................................................................1

ARTICLE II  DEFINITIONS..............................................................................................1 

2.1    Actual Deferral Percentage....................................................................................2
2.2    Affiliated Company............................................................................................2
2.3    Anniversary Date..............................................................................................2
2.4    Annual Addition...............................................................................................2
2.5    Average Actual Deferral Percentage............................................................................2
2.6    Average Contribution Percentage...............................................................................2
2.7    Break in Service Year.........................................................................................2
2.8    Code..........................................................................................................2
2.9    Committee.....................................................................................................2
2.10   Company.......................................................................................................2
2.11   Compensation..................................................................................................2
2.12   Contribution Percentage.......................................................................................3
2.13   Disability Retirement Date....................................................................................4
2.14   Elective Deferrals............................................................................................4
2.15   Eligible Employee.............................................................................................4
2.16   Employee......................................................................................................4
2.17   Employee Post-1986 Voluntary Deduction Account................................................................4 
2.18   Employee Pre-1987 Voluntary Deduction Account.................................................................4 
2.19   Employee Salary Reduction Account.............................................................................4 
2.20   Employer......................................................................................................4 
2.21   Employer Salary Reduction Account.............................................................................5
2.22   Employer Voluntary Deduction Account..........................................................................5
2.23   ERISA.........................................................................................................5
2.24   ESOP..........................................................................................................5
2.25   ESOP Account..................................................................................................5
2.26   Excess Aggregate Contributions................................................................................5
2.27   Excess Contributions..........................................................................................5
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2.28   Excess Deferrals..............................................................................................5
2.29   Highly Compensated Employee...................................................................................5 
2.30   Hour of Employment............................................................................................5 
2.31   MCN Stock.....................................................................................................5
2.32   Military Service..............................................................................................6
2.33   Nonhighly Compensated Employee................................................................................6
2.34   Normal Retirement Date........................................................................................6
2.35   Participant...................................................................................................6
2.36   Plan..........................................................................................................6
2.37   Plan Account..................................................................................................6
2.38   Plan Year.....................................................................................................6 
2.39   Regulations...................................................................................................6 
2.40   Salary Reduction..............................................................................................6 
2.41   Salary Reduction Account......................................................................................6 
2.42   Savings Plan Account..........................................................................................6 
2.43   Suspense Account..............................................................................................6 
2.44   Trust.........................................................................................................6 
2.45   Trust Agreement...............................................................................................6 
2.46   Trustee.......................................................................................................7
2.47   Valuation Date................................................................................................7
2.48   Vesting Requirement...........................................................................................7
2.49   Voluntary Deduction...........................................................................................7
2.50   Voluntary Deduction Account...................................................................................7
2.51   Years of Service..............................................................................................7

ARTICLE III  PARTICIPATION AND SERVICE...............................................................................7 

3.1    Eligibility Requirements......................................................................................7 
3.2    Eligibility Upon Merger or Reemployment.......................................................................8
3.3    Collective Bargaining Agency..................................................................................8 
3.4    Applications..................................................................................................9
3.5    Years of Service..............................................................................................9
3.6    Break in Service Year........................................................................................10
3.7    Hours of Employment..........................................................................................10 
3.8    Employment by Related Entities...............................................................................11 
3.9    Leased Employees.............................................................................................12

ARTICLE IV   CONTRIBUTIONS..........................................................................................12

4.1    Employee Contributions.......................................................................................12 
4.2    Employer Savings Plan Contributions..........................................................................13 
4.3    Employer ESOP Contributions..................................................................................14
4.4    Additional Employer Contributions............................................................................15 
4.5    Rollover Contributions.......................................................................................15 
4.6    Transfers from the MichCon Investment and Stock Ownership Plan...............................................16 
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4.7    Limitations on Salary Reduction Contributions................................................................17 
4.8    Distribution of Excess Deferrals.............................................................................18 
4.9    Distribution or Recharacterization of Excess Contributions...................................................19 
4.10   Limitations on Voluntary Deduction Contributions and Employer Contributions..................................20 
4.11   Disposition of Excess Aggregate Contributions................................................................21 
4.12   Statutory (Code Section 415) Limitations on Allocations to Accounts..........................................23 

ARTICLE V  VESTING IN ACCOUNTS......................................................................................25 

5.1    Employee Salary Reduction Accounts, 
         Employee Post-1986 Voluntary Deduction Account, 
         and Employee Pre-1987 Voluntary Deduction Account..........................................................25
5.2    Employer Salary Reduction Account, 
         Employer Voluntary Deduction Account, 
         and ESOP Account...........................................................................................25

ARTICLE VI  INVESTMENT PROVISIONS...................................................................................26

6.1    Investment of Contributions..................................................................................26 
6.2    Change of Investment Direction...............................................................................26 
6.3    Transfers Between Investment Funds...........................................................................27 

ARTICLE VII  INVESTMENT FUNDS.......................................................................................27 

7.1    Investment Funds.............................................................................................27
7.2    Management of Investment Funds...............................................................................27
7.3    Voting of MCN Stock..........................................................................................27
7.4    Tender Offers................................................................................................28
7.5    Named Fiduciary Status.......................................................................................29
7.6    Expenses of Funds............................................................................................29

ARTICLE VIII  ACCOUNTS AND RECORDS OF THE PLAN......................................................................29 

8.1    Committee to Maintain........................................................................................29 
8.2    Plan Accounting..............................................................................................30 
8.3    Valuation of Funds...........................................................................................30 
8.4    Valuation of Savings Plan Account............................................................................30 
8.5    Valuation of ESOP Account....................................................................................30 
8.6    Valuation of Plan Account....................................................................................30 
8.7    Committee to Furnish Annual Statements of Value of Plan Accounts.............................................30 
8.8    Trust Agreement..............................................................................................30 

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ARTICLE IX  DISTRIBUTIONS, WITHDRAWALS AND LOANS....................................................................31 

9.1    Distribution Upon Termination of Employment 
         Entitling Participant to Value of Plan Account.............................................................31 
9.2    Distribution Upon Termination of Employment Under 
         Circumstances Resulting in Forfeiture of Employer Contributions............................................31 
9.3    Certain Distributions from Participant Accounts..............................................................32 
9.4    In-Service Withdrawals--General..............................................................................32 
9.5    Withdrawal of Voluntary Deduction Contributions..............................................................32 
9.6    Hardship Withdrawal of Salary Reduction Contributions........................................................33 
9.7    Time of Distributions........................................................................................34 
9.8    Distributions of Stock.......................................................................................36 
9.9    Distributions from Fixed Income Fund.........................................................................36 
9.10   Loans........................................................................................................38 
9.11   Definition of Employee Contributions and Employer Contributions..............................................40 
9.12   Spousal Consent to Payment...................................................................................40 
9.13   Distributions Pursuant to a Qualified Domestic Relations Order...............................................40 
9.14   Direct Rollovers of Eligible Distributions...................................................................41 
9.15   Special Distribution Events..................................................................................42 

ARTICLE X  ADMINISTRATION...........................................................................................42 

10.1   The MCN Energy Group Master Trust, Retirement and Savings Plan Committee.....................................42 
10.2   Notice to Employees..........................................................................................44 
10.3   Notices to Employers or Committee............................................................................44 
10.4   Participants' Acceptance of the Provisions of the Plan.......................................................44 
10.5   Audit of Plan Records........................................................................................44 
10.6   Claims Procedure.............................................................................................45 
10.7   Effect of a Mistake..........................................................................................45 

ARTICLE XI  AMENDMENT AND TERMINATION...............................................................................45 

11.1   Amendment....................................................................................................45 
11.2   Withdrawal...................................................................................................46 
11.3   Termination..................................................................................................46 
11.4   Allocation of Funds Between Employers........................................................................46 
11.5   Trust to be Applied Exclusively for Participants and Their Beneficiaries.....................................46 

ARTICLE XII  PARTICIPATION BY AFFILIATED COMPANIES..................................................................46

12.1   Adoption of the Plan.........................................................................................47 
12.2   Withdrawal from the Plan.....................................................................................47 
12.3   Company as Agent for Employers...............................................................................47 
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ARTICLE XIII TOP-HEAVY PLAN RULES...................................................................................47

13.1   Application of Top-Heavy Plan Rules..........................................................................47
13.2   Special Definitions..........................................................................................47
13.3   Determination of Top-Heavy Status............................................................................49
13.4   Superseding Rules............................................................................................51
13.5   Participants in More Than One Top-Heavy Plan of the Employer.................................................52
13.6   Changes in Applicable Vesting Schedule.......................................................................52

ARTICLE XIV  SPECIAL PROVISIONS RELATING TO THE ESOP................................................................53

14.1   Establishment of ESOP........................................................................................53 
14.2   ESOP Account.................................................................................................53 
14.3   Discrimination Testing.......................................................................................53 
14.4   Loans........................................................................................................53 
14.5   Diversification..............................................................................................55 
14.6   Put Option...................................................................................................55 
14.7   Purchase of MCN Stock........................................................................................56 

ARTICLE XV  MISCELLANEOUS...........................................................................................56 

15.1   Beneficiary Designation......................................................................................56 
15.2   Incompetency.................................................................................................57 
15.3   Expenses.....................................................................................................57 
15.4   Nonassignability.............................................................................................57 
15.5   Employment Noncontractual....................................................................................58 
15.6   Merger or Consolidation with Another Plan....................................................................58 
15.7   Continuance by a Successor...................................................................................58 
15.8   USERRA Rights................................................................................................58 
15.9   Construction.................................................................................................58 

ARTICLE XVI  REDESIGNATION OF ESOP AND DISTRIBUTION OF DIVIDENDS....................................................59 

16.1   Redesignation of ESOP Portion of Plan........................................................................59
16.2   Allocation of Savings Plan Account Balances to ESOP Portion of Plan..........................................59
16.3   Distribution of Dividends on MCN Stock.......................................................................59

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                                MCN ENERGY GROUP
                        SAVINGS AND STOCK OWNERSHIP PLAN
            (AS AMENDED AND RESTATED EFFECTIVE AS OF JANUARY 1, 1998)

                               ARTICLE I THE PLAN

    1.1  Establishment and Amendment of the Plan. MCN ENERGY GROUP INC.
(hereinafter referred to as the "Company") presently maintains a savings and
stock ownership plan for the benefit of its Eligible Employees and the Eligible
Employees of its participating Affiliated Companies. The plan was previously
sponsored by Michigan Consolidated Gas Company, a subsidiary of the Company. The
plan was last restated effective as of January 1, 1989 and was then known as the
MichCon Savings and Stock Ownership Plan, and was amended from time to time
thereafter.

    The plan is hereby further amended and completely restated as set forth
herein effective as of January 1, 1998, except as otherwise provided herein or
required by law (for instance, certain provisions herein are legally required to
be effective as of January 1, 1997, and are therefore effective as of such
date), and shall be known as the "MCN Energy Group Savings and Stock Ownership
Plan" (the "Plan"). The ESOP provisions of the Plan became effective as of April
1, 1989.

    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, 1998, shall be applicable only with respect to
Eligible Employees of an Employer in current employment on or after January 1,
1998, and their beneficiaries.

    Any person who was covered under the Plan as in effect prior to January 1,
1998, and whose employment terminated under the Plan prior to January 1, 1998,
shall continue to have his rights to receive benefits determined under the
provisions of the Plan in effect when his employment relationship so terminated,
subject to legally required changes prior to January 1, 1998 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 MCN 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.

                             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:



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    2.1  "Actual Deferral Percentage" 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 his reemployment he
incurs a Break in Service Year or following his reemployment he incurs a Break
in Service Year before completing a Year of Service, his Anniversary Date shall
be based upon his first Hour of Employment coincident with or next following his
date of reemployment; otherwise, his 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 4.12(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  "Average Contribution Percentage" means the average (expressed as a
percentage) of the Contribution Percentages of the Employees in a group who are
eligible to participate in the Plan for a Plan Year.

    2.7  "Break in Service Year" means a 12-month period described in section
3.6.

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

    2.9  "Committee" means the committee appointed pursuant to section 10.1 to
administer the Plan.

    2.10 "Company" means MCN Energy Group Inc.

    2.11 "Compensation" means a Participant's pay, determined as follows:




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         (a)  For all purposes of the Plan, except as otherwise specified in (b)
or (c) below or required by the context, Compensation includes and excludes the
following items paid to the Employee:

         (i)  Includible:

              (A)   regular basic salary or wage paid to an Employee by the
                    Employer before any payroll deduction for taxes, Salary
                    Reductions, cafeteria plan elections or any other purpose,
                    
              (B)   shift differential (effective July 1, 1998); 

              (C)   sales commissions (effective January 1, 1999); and

              (D)   For Employees who are participating in the cash balance
                    portion of the MCN Energy Group Retirement Plan (or any
                    successor plan), overtime and bonus payments (effective
                    January 1, 1999).

         (i)  Excludable: except to the extent specifically included in (i)(D)
              above, merit, incentive and other similar payments made in the
              form of a lump sum, bonuses, awards, shift differentials (prior to
              July 1, 1998), commissions (prior to January 1, 1999), deferred
              compensation, 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
sections 4.7 and 4.10 (ADP and ACP tests) and applying the limits of section 415
of the Code as described in section 4.12, Compensation shall mean "compensation"
as defined in Treas. Regulation ss. 1.415-2(d) or any successor regulation.

         (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 but without regard to Code sections 125, 402(a)(8), and
402(h)(1)(B) (i.e., with the addition of elective deferrals pursuant to a
cafeteria plan, a cash-or-deferred arrangement, or a simplified employee pension
during periods in which such items are excluded under subsection (b)).

         (d) In accordance with Code Section 401(a)(17), the Compensation of
each Employee that may be taken into account under the Plan, except for purposes
of section 4.10, shall not exceed the first $150,000 of an Employee's
Compensation (as adjusted pursuant to Code section 401(a)(17)).

    2.12 "Contribution Percentage" means





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         (a)  with respect to the non-ESOP portion of the Plan, the ratio
(expressed as a percentage) of the sum of Voluntary Deduction contributions and
the Employer contributions under section 4.2 made on behalf of an Employee who
is eligible to participate for a Plan Year to the Compensation of the Employee
for such Plan Year; provided, however, that in accordance with Code section
401(m), the Company may elect to take into account Elective Deferrals in
computing such Contribution Percentage; and

         (b)  with respect to the ESOP portion of the Plan, the ratio (expressed
as a percentage) of the sum of the Employer contributions under section 4.3(a)
made on behalf of an Employee who is eligible to participate and the value of
the shares allocated under section 14.4(d) to the ESOP Account of the Employee
for a Plan Year to the Compensation of the Employee for such Plan Year.

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

    2.14 "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).

    2.15 "Eligible Employee" means an Employee of an Employer, other than a
"leased employee" (whether or not described in section 3.9) or an Employee
covered by a collective bargaining agreement between Employee representatives
and the Employer.

    2.16 "Employee" means an individual who is an employee of the Company or
an Affiliated 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.

    2.17 "Employee Post-1986 Voluntary Deduction Account" means an Employee's
Voluntary Deduction contributions after December 31, 1986, and investment gains
and losses therefrom.

    2.18 "Employee Pre-1987 Voluntary Deduction Account" means an Employee's
Voluntary Deduction contributions before January 1, 1987, and investment gains
and losses therefrom.

    2.19 "Employee Salary Reduction Account" means an Employee's Salary
Reduction contributions, and investment gains and losses therefrom.

    2.20 "Employer" means the Company and any Affiliated Company which has
adopted the Plan with the consent of the Company and in the manner prescribed in
section 12.1 and any successor corporation which shall adopt the Plan pursuant
to section 15.7. 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.



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    2.21 "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.

    2.22 "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.

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

    2.24 "ESOP" means the employee stock ownership plan established pursuant
to section 14.1, as modified by Article XVI.

    2.25 "ESOP Account" means the account established and maintained on
behalf of each Participant in accordance with sections 8.1(c) and (d) and 14.2.

    2.26 "Excess Aggregate Contributions" means the amount described in
section 4.11(a).

    2.27 "Excess Contributions" means the amount described in section 4.9(a).

    2.28 "Excess Deferrals" means the portion of Elective Deferrals for a
calendar year, if any, described in section 4.8.

    2.29 "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 received Compensation from
the Employer in excess of $80,000 (as adjusted pursuant to Code Section 415(d)),
or who 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.

         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.

         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.

    2.30 "Hour of Employment" means an hour for which an individual receives
credit pursuant to section 3.7.

    2.31 "MCN Stock" means common stock of MCN Energy Group Inc..


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    2.32 "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.

    2.33 "Nonhighly Compensated Employee" means an Employee of the Employer
who is not a Highly Compensated Employee.

    2.34 "Normal Retirement Date" means the Participant's sixty-fifth
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.

    2.35 "Participant" means an Employee who is participating in the Plan in
accordance with its provisions.

    2.36 "Plan" means the MCN Energy Group Savings and Stock Ownership Plan
and any amendments thereto or restatements thereof from time to time adopted.

    2.37 "Plan Account" means the total value of an Employee's Savings Plan
Account and ESOP Account.

    2.38 "Plan Year" means the calendar year.

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

    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.

    2.42 "Savings Plan Account" means the total value of an Employee's Salary
Reduction Account and Voluntary Deduction Account.

    2.43 "Suspense Account" means the account used to reflect MCN Stock
acquired with loan proceeds pursuant to section 14.4.

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

    2.45 "Trust Agreement" means the agreement between the Employers and the
Trustee referred to in section 8.8.

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    2.46 "Trustee" means the Trustee hereinafter provided for in section 8.8
TRUSTEE UNDER THE TRUST AGREEMENT or any successor Trustee TRUSTEE.

    2.47 "Valuation Date" means each business day on which the New York Stock
Exchange shall be open for business.

    2.48 "Vesting Requirement" means the requirement for vesting described in
section 5.2.

    2.49 "Voluntary Deduction" means an Employee's payroll deduction
contributions other than Salary Reduction contributions.

    2.50 "Voluntary Deduction Account" means an Employee's Voluntary
Deduction contributions, related Employer matching contributions, and investment
gains and losses therefrom.

    2.51 "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.


                      ARTICLE III PARTICIPATION AND SERVICE

    3.1  Eligibility Requirements.

         (a)  Each individual who was eligible to participate in the Plan on
December 31, 1997, 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)   Prior to February 1, 1999:

                    (A)  the date he is employed as an Eligible Employee,

                    (B)  the date on which he completes at least one year of
                         eligibility service (as defined in section 3.1(b)), or

                    (C)  the date on which he attains age 21;

              (ii)  On and after February 1, 1999:

                    (A)  the date he is employed as an Eligible Employee, or

                    (B)  the date on which he completes at least three (3) 
                         months of eligibility service (as defined in section 
                         3.1(b));

              provided he is employed as an Eligible Employee on such date.

         (b)  For purposes of this Article III, a year of eligibility service
shall mean the 12-month period beginning on the date of an Employee's first Hour
of Employment, or the 12-



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month period beginning on an Employee's Anniversary Date during which he
completes at least 1,000 Hours of Employment, and 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 re-employed REEMPLOYED Eligible Employee had not met
the age and service requirements for participation in the Plan during his prior
period of employment but was re-employed REEMPLOYED before incurring a Break in
Service Year, his prior period of employment shall be included for purposes of
determining his eligibility for participation in the Plan.

              (ii)  If the re-employed REEMPLOYED Eligible Employee had not met
the age and service requirements for participation in the Plan during his prior
period of employment and incurred a Break in Service Year, he must meet the
participation requirements of Section 3.1 as if he were a new employee.

              (iii) If the re-employed REEMPLOYED Eligible Employee met the age
and service requirements for participation in the Plan during his prior period
of employment and incurred a Break in Service Year, and, pursuant to the Break
in Service Year rules his years of eligibility service are disregarded, he must
meet the participation requirements of Section 3.1 as if he were a new employee.

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

              (v)   If the re-employed REEMPLOYED Eligible Employee met the age
and service requirements for participation in the Plan during his prior period
of employment and did not incur a Break in Service Year, he shall again
participate as of the date of his reemployment or, if later, the date upon which
he 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 be represented by a collective bargaining
agency pursuant to a collective bargaining agreement between his Employer and
the collective bargaining agency 

                                       8


<PAGE>   15
representing such Employee, shall be eligible thereafter only if such agreement
shall expressly so provide.

         If such an Employee becomes eligible to participate in the MichCon
Investment and Stock Ownership Plan or any successor plan, his 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 Employer may become a Participant
commencing with such effective date by filing a written application with his
Employer in the form prescribed by the Committee. Thereafter, an Eligible
Employee may become a Participant by filing a written application with his
Employer in the form prescribed by the Committee, and his participation in the
Plan will commence within a reasonable time thereafter following processing of
his 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. The application shall evidence the Employee's
acceptance of and agreement to all of the provisions of the Plan.

    3.5 Years of Service. An Employee shall be credited for Years of Service for
his 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 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, he
shall be considered a new Employee for purposes of the Plan, except--

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



                                       9


<PAGE>   16
         (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, the following periods shall not be deemed to be
Break in Service Years:

         (a)  If a Participant retires on his Disability Retirement Date,
thereafter ceases to be totally and permanently disabled, and returns to the
employ of an Employer, the period between his Disability Retirement Date and the
date as of which he ceases to be totally and permanently disabled.

         (b)  If a Participant commences receiving benefits under a long-term
disability benefit program maintained by an Employer and thereafter ceases to
receive benefits under such program and returns to the employ of the Employer,
the period during which he was receiving benefits under such program.

    If an Employee incurs a Break in Service Year and prior to such Break in
Service Year has not completed five Years of Service, his Years of Service
completed prior to such a Break in Service Year shall be disregarded unless he
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 his 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.

         (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, 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.



                                       10


<PAGE>   17
         (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 leave, 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. 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 Committee may, in its discretion, request such information from
the individual as the Committee shall deem relevant in order to verify that an
absence is for the reasons described in this subsection (e).

         Notwithstanding the foregoing, no more than 501 Hours of Employment
shall be credited under this subsection (e) on account of any such pregnancy or
placement if the individual does not return to the employ of an Employer or
participating Affiliated Company within 90 days after the end of the period
approved for such absence. 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.

         (f)  Notwithstanding the foregoing, any individual whose compensation
is not computed on the basis of hours worked and who normally performs services
for any Employer or nonparticipating Affiliated Company during its entire work
day shall be credited with ten Hours of Employment for each working day in any  
period during which he is entitled to receive compensation from the Employer or
nonparticipating Affiliated Company for the performance of services pursuant to
section 3.7(a) and eight Hours of Employment for each working day in any period
during which such individual performed no duties but is entitled to Hours of
Employment under section 3.7(b) or (c).

    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.




                                       11


<PAGE>   18

    3.9  Leased Employees. A person who is not an employee on the employee
payroll 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 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, his previous service as a leased
employee shall be counted in calculating his 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.

                            ARTICLE IV CONTRIBUTIONS

    4.1  Employee Contributions.

         (a)  Amount of Contributions. Each Participant may make a regular
contribution to the Plan. Such contribution shall not be less than 1 percent nor
more than--

              (i)   for a Participant who is was a Highly Compensated Employee
during the immediately preceding Plan Year, 15 percent of his Compensation for a
pay period, in incremental percentages of 1 percent, or

              (ii)  for a Participant who was a Nonhighly Compensated Employee
during the immediately preceding Plan Year, 20 percent (or, effective April 1,
1998, 17%) of his Compensation for a pay period, in incremental percentages of 1
percent.

         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 a Participant's
Salary Reduction contributions shall not exceed 8 percent (12 percent effective
February 1, 1999) of the Participant's Compensation for a pay period (if the
Participant was a Highly Compensated Employee during the immediately preceding
Plan Year), or 9 percent (17 percent effective February 1, 1999) of the
Participant's Compensation for a pay period (if the Participant was not a Highly
Compensated Employee during the immediately preceding Plan Year); and further
provided, however, that Voluntary Deductions and Salary Reductions shall be
limited as provided in sections 4.7 and, 4.10 AND 4.12.

         Notwithstanding the foregoing, the Committee may, in its sole
discretion, (1) reduce the Salary Reduction contributions permitted by a group
of Participants if, in the opinion of the Committee, it is advisable to do so in
order to satisfy the requirements of section 4.7 or 4.12; or (2) reduce the
Voluntary Deduction contributions permitted by a group of Participants if, in
the opinion of the Committee, it is advisable to do so in order to satisfy the
requirements of section 4.10 or 4.12.



                                       12

<PAGE>   19

         (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 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 (i) fifteen percent (15%) in the
case of a Participant who was a Highly Compensated Employee during the
immediately preceding Plan Year or (ii) twenty percent (20%) (17% effective
April 1, 1998) in the case of a Participant who was a Nonhighly Compensated
Employee during the immediately preceding Plan Year, each in incremental
percentages of 1 percent of the Participant's prevailing Compensation rate. A
Participant may change his contribution from time to time by giving directions
to his Employer in the form prescribed by the Committee, with such directions to
take effect within a reasonable period following processing.

         (c)  Voluntary Suspension of Contributions. Any Participant may, by
giving written notice to his Employer in the form and timing prescribed by the
Committee, suspend his contribution of Voluntary Deductions and/or Salary
Reductions either indefinitely or for any specified period, provided that in the
event of suspension of both such contributions the suspension shall be for at
least 12 full months. 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 Employer in
the form and timing prescribed by the Committee, suspend his contribution of
Voluntary Deductions and/or Salary Reductions for any period during which he 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.

    4.2  Employer Savings Plan Contributions. Each Employer shall contribute to
the Salary Reduction Account of each of its participating Eligible Employees who
would be eligible to participate under the requirements of Section 3.1(a)(i)
(without regard to Section 3.1(a)(ii)) HAS COMPLETED ONE YEAR OF ELIGIBILITY
SERVICE (AS DEFINED IN SECTION 3.1(B)) an amount equal to 25 percent of the
Salary Reduction contribution of such Participant; provided, however, that
Salary Reduction contributions in excess of four percent (4%) of the
Participant's Compensation per pay period shall be disregarded. In cases where
the Participant's Salary Reduction contribution is less than four percent (4%)
of his Compensation per pay period, the Employer shall contribute to the
Voluntary Deduction Account of such participating Employee an amount equal to 25
percent of the smaller of (a) his Voluntary Deduction contribution, or (b) 4
percent of his Compensation per pay period reduced by his Salary Reduction
contribution.

         Effective as of the first pay period following the date on which a
Participant has completed ten (10) Years of Service (or nine (9) Years of
Service, beginning January 1, 1999), five percent (5%) shall be substituted for
four percent (4%) in each place that it appears in the preceding paragraph.
Effective as of the first pay period following the date on which a Participant
has completed twenty-three (23) Years of Service, six percent (6%) shall be

                                       13

<PAGE>   20
substituted for four percent (4%) in each place that it appears in the first
paragraph of this section 4.2.

    4.3  Employer ESOP Contributions.

         (a)  Basic ESOP Contribution. Each Employer shall each pay period
contribute to the ESOP Account of each of its participating Eligible Employees
who would be eligible to participate under the requirements of Section 3.1(a)(i)
(without regard to Section 3.1(a)(ii)) HAS COMPLETED ONE YEAR OF ELIGIBILITY
SERVICE (AS DEFINED IN SECTION 3.1(B)) an amount equal to the difference, if
any, between (i) and (ii) below:

              (i)   seventy-five percent (75%) of the sum of the Salary 
Reduction and Voluntary Deduction contributions of such Participant for such
pay period; provided, however, that Salary Reduction and Voluntary
Deduction contributions shall be disregarded to the extent that they exceed, in
the aggregate, four percent (4%) of such Participant Compensation per pay
period. The 4 percent shall be increased to five percent (5%) for Participants
who have completed ten (10) Years of Service (or, effective January 1, 1999,
nine (9) Years of Service), and shall be increased to six percent (6%) for
Participants who have completed twenty-three (23) Years of Service.

              (ii)  The value of the shares of MCN Stock allocated to the ESOP
Account of such Participant pursuant to section 14.4(d) for such pay period. The
value of shares allocated under section 14.4(d) shall be the market value
thereof as of the last day of the pay period for which the shares are allocated,
with the market value to be determined by the Committee in a nondiscriminatory
manner.

         (b)  Contribution of Principal, Interest, or Other Payments. Each
Employer also shall contribute to the ESOP its proportionate share of any
additional amount necessary to make principal, interest, or other payments
required by the terms of any loan made to the ESOP in accordance with section
14.4. Each Employer's proportionate share shall be equal to the proportion that
its contributions under section 4.3(a) bear BEARS to the total contributions
under section 4.3(a). Each Employer also may make additional contributions to
make principal, interest, or other payments in accordance with the terms of any
loan made to the ESOP in accordance with section 14.4.

         (c)  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 MCN Stock having a fair market value equal to the amount of any
dividends on shares of MCN Stock allocated to the ESOP Account of such
Participant that were used to repay an ESOP loan in accordance with section
14.4(c). Such contributions shall be made on, or as soon as practicable after,
each date on which dividends on allocated shares of MCN Stock are used to repay
a loan. In no event shall the shares of MCN 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.

         (d)  Longevity Contributions. Within a reasonable time after March 1 of
each Plan Year (or April 1, prior to 1999 with regard to Employers other than
Michigan Consolidated Gas Company) (each a "Measurement Date") each Employer
shall contribute to the ESOP 

                                       14

<PAGE>   21


Account of each of its participating Eligible Employees on active payroll as of
such Measurement Date who has at least 30 Years of Service as of such
Measurement Date:

              (i)   for periods prior to March 1, 1999 for Eligible Employees of
Employers other than Michigan Consolidated Gas Company, twenty-five (25) shares
of MCN Stock.

              (ii)  effective March 1, 1999 for Eligible Employees described in
paragraph (i) and effective March 1, 1998 for Eligible Employees of Michigan
Consolidated Gas Company, six hundred dollars ($600) in shares of MCN Stock, as
determined by the Committee 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 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 his behalf under such trust or annuity plan), then such Employee may transfer
and deliver to the Committee, to be credited to his 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, 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--



                                       15

<PAGE>   22


              (i)   an Employee receives, either before or after becoming an
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 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 Committee, to be
credited to his Salary Reduction Account as if it were a Salary Reduction
contribution, such distribution or distributions.

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

         (d)  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 Employer pursuant to section 4.2, 4.3, or 4.4 or calculating
the Annual Addition of such Participant.

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

    4.6  Transfers from the MichCon Investment and Stock Ownership Plan. If
an Employee who previously had participated in the MichCon Investment and Stock
Ownership Plan (the "Investment Plan") becomes a Participant in the Plan and the
Participant's plan account in the Investment Plan (including any outstanding
Participant loans) is transferred to the Plan in accordance with section 3.3 of
the Investment Plan, the Plan shall accept such 

                                       16
<PAGE>   23
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
Investment Plan; that is:

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

         (b)  Amounts attributable to voluntary deduction contributions under 
the Investment Plan shall be allocated to the Participant's Employee Voluntary
Deduction Account;

         (c)  Amounts attributable to Employer Investment 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 Investment Plan shall be allocated to the Participant's ESOP Account.

    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, Contribution Percentage, or Annual Addition of
the Participant.

    4.7  Limitations on Salary Reduction Contributions.

         (a)  Dollar Limitation. In no event shall any Employer make Salary
Reduction contributions for any calendar year, with respect to any Participant
in excess of $10,000 (for 1998) (as adjusted by the Secretary of the Treasury to
reflect increases in the cost of living). This limit shall be applied by
aggregating all plans and arrangements maintained by the Company and all
Affiliated Companies that provide for elective deferrals (as defined in Code
section 402(g)).

         (b)  ADP Test. In addition to the limitations set forth elsewhere in
this Plan, effective January 1, 1997, 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 Committee.



                                       17

<PAGE>   24

         (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 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.

    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
Committee 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 


                                       18

<PAGE>   25

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 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 the Highly Compensated
Employees, beginning with that Highly Compensated Employee who has the highest
dollar amount of Elective Deferrals. The Highly Compensated Employee shall
receive the portion of his Employee Deferrals (and income allocable thereto)
which will either enable the Plan to distribute the total Excess Contribution
(and thereby satisfy the ADP limit stated above) 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.

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

                                       19
<PAGE>   26


         (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 Limitations on Voluntary Deduction Contributions and Employer 
Contributions.

         (a)  ACP Test. In addition to the limitations set forth elsewhere in
this Plan, effective January 1, 1997, both the ESOP and the non-ESOP portions of
the Plan, tested separately, must satisfy one of the following tests for each
Plan Year:

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

              (ii)  The Average Contribution Percentage for Highly Compensated
Employees who are eligible to participate for the Plan Year shall not exceed the
immediately preceding Plan Year's Average Contribution Percentage for Nonhighly
Compensated Employees who were then eligible to participate for the Plan Year
multiplied by two (2), and the Average Contribution Percentage for such Highly
Compensated Employees shall not exceed the previous Plan Year's Average
Contribution Percentage for such Nonhighly Compensated 

                                       20

<PAGE>   27


Employees by more than two percentage points or such lesser amount as the
Secretary of Treasury shall prescribe by regulations in accordance with Code
Section 401(m)(9) to prevent the multiple use of this alternative limitation
with respect to any Highly Compensated Employees, which regulations are
incorporated herein by reference. Any such restriction on the multiple use of
the alternative limit shall apply to all affected Highly Compensated Employees
and shall be implemented pursuant to uniform rules adopted by the Committee.

         (b)  Determination of Contribution Percentages. For purposes of the
Average Contribution Percentage test described in this section 4.10--

              (i)   the Contribution Percentage for any Employee who is a Highly
Compensated Employee for the Plan Year and who is eligible to make Employee
contributions or to receive Employer contributions or Elective Deferrals
allocated to his account under two or more plans described in Code section
401(a) or arrangements described in Code section 401(k) that are maintained by
the Company or an Affiliated Company shall be determined as if all such
contributions and Elective Deferrals were made under a single plan; provided,
however, that contributions and Elective Deferrals under an employee stock
ownership plan (as defined in Code section 4975(e)(7)) shall not be combined
with contributions and Elective Deferrals under a plan that is not an employee
stock ownership plan.

              (ii)  In the event that this Plan satisfies the requirements of
Code section 410(b) only if aggregated with one or more other plans, or if one
or more other plans satisfy the requirements of Code section 410(b) only if
aggregated with either the ESOP or the non-ESOP portion of this Plan, then this
section 4.10 shall be applied by determining the Contribution Percentages of
Employees as if all such plans were a single plan. The ESOP portion of the Plan
will not be used in conjunction with any other plan to satisfy the requirements
of Code section 401(a)(4) or 410(b).

              (iii) The determination and treatment of the Contribution
Percentage of any Employee shall satisfy such other requirements as may be
prescribed by the Secretary of Treasury.

    4.11 Disposition of Excess Aggregate Contributions.

         (a)  Determination of Excess Aggregate Contributions. "Excess Aggregate
Contributions" means, with respect to any Plan Year, the excess of (i) the
aggregate amount of Employer contributions under section 4.2 or sections 4.3(a)
and 14.4(d) (as applicable) and Voluntary Deduction contributions (and any
Elective Deferrals taken in account in computing Contribution Percentages under
section 4.10(b)) (collectively "ACP Contributions") actually made on behalf of
Highly Compensated Employees for such Plan Year, over the maximum amount of such
contributions permitted under the limitations of section 4.10(a), in accordance
with the provisions of Code Section 401(m).

              (i)   First, the Contribution Percentage (as defined in section
4.10(b)) of the Highly Compensated Employee with the highest ACP Contributions
is reduced as described in the subsections (b), (c) and (d) of this section to
the extent necessary to remove all Excess Aggregate Contributions or to cause
such Highly Compensated Employee's ACP Contributions to equal the amount of ACP
Contribution of the Highly Compensated Employee with the next highest ACP
Contributions.
             
                                       21

<PAGE>   28


              (ii)  Second, this process is repeated until the test described
above is satisfied.

         Excess Aggregate Contributions shall be treated as Annual Additions
under the Plan.

         For purposes of this section 4.11, the determination of an Employee's
Excess Aggregate Contributions shall be made after first determining the Excess
Deferral (as defined in section 4.8) and the Excess Contribution (as defined in
section 4.9(a)) of such Employee.

         (b)  Distribution of Excess Voluntary Deduction Contributions. To the
extent necessary to satisfy the ACP Test specified in section 4.10, Voluntary
Deduction contributions with respect to a calendar year plus any income and
minus any loss allocable thereto for such calendar year and for the period
between the end of such calendar year and the date of distribution shall be
distributed no later than the last day of the following calendar year to the
Highly Compensated Employees who made such Voluntary Deduction contributions for
the preceding calendar year.

         The income or loss allocable to the Voluntary Deduction contributions
for such calendar year returned to the Employee pursuant to this subsection
shall be determined by multiplying the income or loss for such calendar year
allocable to the Employee's Post-1986 Voluntary Deduction Account by a fraction,
the numerator of which is such Voluntary Deduction contributions returned to the
Employee and the denominator of which is the Employee's Post-1986 Voluntary
Deduction 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 Voluntary Deduction contributions for the
preceding calendar year returned to the Employee 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.

         (c)  Distribution of Excess Elective Deferrals Taken into Account. If,
after returning all Voluntary Deduction contributions made by Highly Compensated
Employees for the preceding calendar year, the contribution percentage test is
still not satisfied, then to the extent necessary to satisfy such test, any
Elective Deferrals taken into account for such test plus any income and minus
any loss allocable thereto for such calendar year and for the period between the
end of such calendar year and the date of distribution shall be distributed no
later than the last day of the following calendar year to the Highly Compensated
Employees on whose behalf such Elective Deferrals were made for the preceding
calendar year.

         The income or loss allocable to the Elective Deferrals for such
calendar year returned to the Employee pursuant to this subsection 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
such Elective Deferrals returned to the Employee and the 

                                      22


<PAGE>   29


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 Elective Deferrals for the preceding calendar
year returned to the Employee 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.

         (d)  Distribution of Other Excess Employer Contributions. If, after
returning all Voluntary Deduction contributions and Elective Deferrals included
in the Excess Aggregate Contributions, the contribution percentage test is still
not satisfied, to the extent necessary to satisfy such test, the Employer
contributions with respect to the calendar year made on behalf of Highly
Compensated Employees and shares of MCN Stock allocated to Highly Compensated
Employees under section 14.4(d) plus any income and minus any loss allocable
thereto for such calendar year and for the period between the end of such
calendar year and the date of distribution shall be forfeited and used to reduce
Employer contributions to the Plan.

         The income or loss allocable to the Employer contributions under
section 4.2 forfeited for such calendar year pursuant to this subsection shall
be determined by multiplying the income or loss for such calendar year allocable
to the Employer's Voluntary Deduction Account and the Employer's Salary
Reduction Account by a fraction, the numerator of which is such Employer
contributions forfeited and the denominator of which is the sum of the
Employer's Voluntary Deduction Account balance and the Employer's Salary
Reduction Account balance, both determined 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 Employer contributions under section 4.2 for the
preceding calendar year that were forfeited multiplied by the number of calendar
months that have elapsed from the end of the preceding calendar year to the date
of distribution.

         The income or loss allocable to any Employer contribution under section
4.3(a) or any shares of MCN Stock allocated to a Highly Compensated Employee
under section 14.4(d) shall be calculated in a similar manner based upon the
ESOP Account of the Participant.

         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.

    4.12 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 

                                       23

<PAGE>   30

purposes of applying such limitations to contributions under the Plan, the rules
set forth in this section 4.12 shall be applicable.
         (a)  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.

         (b)  Combined-Plan Limits. Prior to January 1, 2000, in the case of an
individual who was a Participant in the Plan on December 31, 1986, an amount
shall be subtracted from the numerator of the defined contribution fraction (not
exceeding such numerator) as prescribed by the Secretary of Treasury so that the
sum of the defined benefit plan fraction and defined contribution plan fraction
does not exceed 1.0 as of such date.

         Code section 415 shall be applied in such manner as to maximize the
permissible contributions and benefits thereunder and, in determining the
permissible amount of contributions under the Plan, any grandfathering
provisions heretofore or hereafter adopted pursuant to Code section 415 shall be
applicable. For purposes of applying the limitations set forth in Code section
415(e) prior to January 1, 2000, this Plan shall be the primary plan and any
required reductions shall be made from the MichCon MCN ENERGY GROUP Retirement
Plan (or other applicable defined benefit plan of the Employer).

         (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 or on
account of such other limited facts and circumstances as the Commissioner of
Internal Revenue finds justify the application of the rules hereinafter 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 Deduction contributions which were made by him
pursuant to Article IV. Any net earnings and gains allocable to such
contributions for the period between 



                                       24
<PAGE>   31


the date of such contribution and the date returned shall also be repaid to the
Participant but such return of net earnings and gains will not be deemed a
further reduction of any excess Annual Additions.

              (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, his 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 Annual Additions still exceed the limitations of
Code section 415, such portion of 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' Savings 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 MCN Stock
allocated to his ESOP Account under section 14.4(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, as a result of the allocation of forfeitures, a 
reasonable error in estimating a Participant's Compensation, or under other
limited facts and circumstances which the Commissioner of the Internal Revenue
Service finds justify the availability of the following rules, 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 or 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 limitations of this
section 4.12.

                          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, and the Employee Pre-1987 Voluntary Deduction 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.



                                       25

<PAGE>   32

         (a)  In General. A Participant shall have a vested and nonforfeitable
interest in his Employer Salary Reduction Account, Employer Voluntary Reduction
Account, and ESOP Account after he has completed at least five Years of Service.
Prior to that time he 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 entire Employer Salary Reduction Account,
Employer Voluntary Deduction Account, and ESOP Account if--

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

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

              (iii) while he 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 he is an Employee, his account balance is transferred
                    to the MichCon Investment and Stock Ownership Plan in
                    accordance with Section 3.3 (in which case such account
                    balance shall be vested under the recipient plan).

                        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 MCN Stock Fund (through each Participant's ESOP
Account), which fund is described in Article VII.

         (b)  Each Participant shall, by direction to the Committee in the form
prescribed by the Committee, 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 Committee.

         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 Employee 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.

                                       26

<PAGE>   33
A Participant may change any such direction in accordance with such procedures
as the Committee may from time to time provide and apply in a nondiscriminatory
manner.

    6.3  Transfers Between Investment Funds. A Participant may direct that all 
or any part of the value of his interest in any investment fund be transferred
to one or more of the other funds except that a Participant may not transfer any
amount from the MCN Stock fund to the extent that the balance remaining in such
fund immediately after the transfer would be less than the value of his ESOP
Account.

    A transfer of all or any part of the value of a Participant's interest in
the Fixed Income fund may from time to time be restricted by the terms of
agreements which govern the investment of assets in such fund, in which event
the Committee shall give notice of such restrictions to the Participants.


                          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 Committee to be invested in such funds on behalf of
Participants:

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

         (b)  Fixed Income Fund. A Fixed Income fund which shall be invested,
except as hereinafter provided, in marketable fixed income securities or
accounts maintained by financial institutions which provide for fixed or
variable rates of interest for specified periods of time. The terms of such
agreements and the selection of such institutions shall be determined by the
Company. Investment advisors for marketable fixed income securities may use
fixed income futures and options to reduce the effect of market volatility.

         (c)  Other Funds. Such other funds offered by the Trustee as the
Committee 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
Committee 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 MCN Stock.



                                       27

<PAGE>   34

         (a)  Instructions from Participants. The Trustee shall vote, in person
or by proxy, shares of MCN Stock held by the Trustee in the MCN 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 MCN Energy Group Inc.
and a request for voting instructions shall be given by the Committee or the
Trustee, at such time and in such manner as the Committee 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.

    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
MCN Energy Group Inc. to transfer all or a portion of the common stock of MCN
Energy Group Inc. 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 MCN Stock
fund shall have the sole and exclusive right to decide if the common stock
representing his 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 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 Committee. Within a reasonable time after the
commencement of a tender offer, the Committee shall provide to each Participant
having an ownership interest in the MCN Stock fund--

              (i)   the offer to purchase as distributed by the offeror to the
shareholders of MCN Energy Group Inc.,


                                       28


<PAGE>   35
              (ii)  a statement of the shares representing his interest in the
MCN Stock fund as of the most recent information available from the Committee,
and

              (iii) directions as to the means by which a Participant can give
confidential instructions to the Trustee with respect to the tender. The
Committee 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
MCN 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 MCN Stock as to which he 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.

                  ARTICLE VIII ACCOUNTS AND RECORDS OF THE PLAN

    8.1  Committee to Maintain. The Committee shall maintain, or cause to be
maintained, for each Participant (i) a Savings 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 a MCN Stock fund account, a Fixed Income fund
account, and an account for each other applicable fund in which his
contributions and related Employer contributions are invested.

    The Committee also shall maintain, or cause to be maintained, for each
Participant (A) an ESOP Account attributable to Employer contributions under
section 4.3(a), (c) and (d), and (B) shares of MCN Stock allocated to the
Participant pursuant to section 14.4(d), each of which shall be composed of a
MCN Stock fund account and, to the extent diversification elections are

                                       29

<PAGE>   36


made by the Participant under section 14.5, such other accounts as the Committee
or its delegate deems necessary or appropriate in giving effect to the
diversification requirements of section 14.5.

    The Committee 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 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 Committee that allocates fairly, in the opinion of the
Committee, 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).

    8.4  Valuation of Savings Plan Account. The value of a Participant's Savings
Plan Account as of any Valuation Date shall be the sum of the values of his MCN
Stock fund account, Fixed Income fund account, and any other of his 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 (i) the value of his ESOP Account
attributable to Employer contributions on his behalf under section 4.3(a),(c)
and (d) and shares of MCN Stock allocated to his ESOP Account under section
14.4(d); and (ii) the sum of the values of his Fixed Income fund account and any
other of his fund accounts attributable to diversification elections under
section 14.5.

    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 his MCN Stock fund
account, Fixed Income fund account, and any other investment fund accounts
maintained on his behalf under the Plan.

    8.7  Committee to Furnish Annual Statements of Value of Plan Accounts. The
Committee 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 Committee 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 

                                       30


<PAGE>   37



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.

                 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 Employer due to
retirement on his Normal Retirement Date or his Disability Retirement Date,

         (b)  the death of the Participant,

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

the Committee shall, subject to the provisions of section SECTIONS 9.7 AND 9.9,
direct the Trustee to distribute to the Participant, or, in a proper case his
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 Committee 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--

         (a)  If all or any portion of such account is vested as a result of the
application of the accelerated vesting schedule set forth in section 13.4(c),
the Committee shall direct the Trustee to distribute such portion to the
Participant; and

         (b)  If such Participant is reemployed prior to his incurring five
consecutive Break in Service Years, then following his 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 termination of employment, and
such contribution shall be credited to the same accounts from which it was
forfeited, in the same amounts.


                                       31

<PAGE>   38


Contributions made pursuant to (b) shall not be taken into account in
determining under section 4.12 the Annual Additions to such Participant's
Savings Plan Account.

    9.3  Certain Distributions from Participant Accounts.

         (a)  In General. Any Participant may, upon notice to the Committee in
the form and timing prescribed by the Committee, terminate his participation in
the Plan. Within a reasonable period of time following processing of such
termination, the Committee 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.
[24 month requirement?], But only to the extent attributable to voluntary
deduction contributions that have been in the plan for at least 2 years.

         (b)  Withdrawals After Age 59 1/2. Upon notice to the Committee in the
form and timing prescribed by the Committee, 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 Plan Account.
Within a reasonable period following the processing of such election, the
Committee shall direct the Trustee to distribute to the Participant 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, he may limit the amount
of a distribution from his 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 Committee 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 Committee. A
Participant may not rescind a request for withdrawal which has been submitted to
the Committee unless the Committee consents. A withdrawal shall be distributed
as soon as reasonably practicable after the withdrawal request is received.

    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 Committee in the form and timing prescribed
by the Committee, withdraw an amount not in excess of 100 percent of his
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
time following processing.

    Withdrawals under this section 9.5 shall be from the MCN Stock fund, the
Fixed Income fund, or such other investment funds offered by the Trustee as the
Committee shall make available for purposes of this section. If the Participant
has an account in more than one fund, he shall specify in his direction to the
Committee 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.


                                       32


<PAGE>   39
    9.6  Hardship Withdrawal of Salary Reduction Contributions. A Participant 
may request, upon written notice to the Committee in the form and timing
prescribed by the Committee, a withdrawal from his 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 time 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 from the MCN Stock fund,
the Fixed Income 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 Committee. All determinations regarding
financial need shall be made in accordance with written procedures established
by the Committee and applied in a uniform and nondiscriminatory manner based on
all of the 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 and related educational fees (including room 
and board expenses) for the next 12 months of post-secondary education for the
Participant, his spouse, children, or dependents (as defined in Code section
152).

         (d)  The need to prevent the eviction of the Participant from his
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. Prior to January 1, 1999, this amount
may be increased by the lesser of the amount withheld from the distribution
under Code section 3405(c) or the remaining Salary Reduction contributions or
total value of the Salary Reduction Account, if less, after subtracting the
amount of the immediate and heavy financial need; 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, (1) 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 

                                       33
<PAGE>   40


applicable regulations) for a period of one year after the hardship
distribution, and (2) 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.

    9.7  Time of Distributions.

         (a)  In General. Except as hereinafter provided and subject to the
provisions of section 9.9, distributions made pursuant to section 9.1 or
9.7(c)(ii) shall be made by the Trustee at the direction of the Committee on
such date as the Committee shall determine after consultation with the
Participant or his beneficiary, but in no event later than March 1 of the
calendar year following termination of the Participant's employment.

         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 Committee. Notwithstanding any other provision
of the Plan--

              (i)   If the vested portion of a Participant's Plan Account has 
ever exceeded $5,000 (or such greater amount as permitted under the Code), no
distribution shall be made to such Participant pursuant to Section 9.1, 9.2,
9.7(c)(ii), or 9.9 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 the Fixed Income fund or any other investment fund under
the Plan, as the Participant shall direct, except that the ESOP Account of such
Participant shall continue to be invested in the MCN Stock fund, subject to the
diversification rules set forth in section 14.5.

         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 or loans under section 9.10 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 written notice to the Committee and shall
receive an amount equal to the vested portion of his Plan Account within a
reasonable period following processing of such election, with such amount to be
distributed in a lump sum cash payment except that--

              (A)   amounts invested in the MCN Stock fund shall be distributed
                    in accordance with section 9.8,

              (B)   such former Participant may upon reasonable prior notice to
                    the Committee receive a partial distribution rather than a
                    total distribution, of the vested portion of his Account,
                    but not more frequently than four times per year, and

                                       34


<PAGE>   41

              (C)   to the extent that such distribution comes from the Fixed
                    Income fund account, such distribution shall be subject to
                    the provisions of section 9.9.

         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 a Participant and the Participant's spouse shall be redetermined
annually.

         (b)  Suspension of Participation. Prior to termination of his
employment, if a Participant shall cease to meet the eligibility requirements of
the Plan, his contributions and Employer contributions on his behalf shall be
suspended during the period of his ineligibility. Subject to section 3.1,
distribution of such Participant's Plan Account shall be deferred until
termination of his employment with the Company and any Affiliated Company. If
the provisions of section 3.3 relating to the transfer of a Participant's Plan
Account to the MichCon Investment and Stock Ownership 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 Committee
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 he is no longer in the employ of the Company or any Affiliated Company,
whereupon the Committee 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 Plan Account, the
Committee shall direct the Trustee to distribute the entire value of his Plan
Account to his beneficiary no later than March 1 of the calendar year following
the Participant's death, as provided in section 9.1. In the 


                                       35

<PAGE>   42


event of the death of the Participant after the distribution of his Plan Account
has begun, any remaining balance in his 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 Committee 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 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 Committee 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.

    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 MCN 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
MCN Stock. Except in the case of an election to receive cash in lieu of MCN
Stock, the total number of shares allocated to such account shall be distributed
from such account.

Any remaining value of such account and, subject to the provisions of section
9.9, 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 MCN 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  Distributions to Certain Participants from Fixed Income Fund. This
Section 9.9 shall apply only to Participants with at least one Hour of
Employment prior to May 31, 1988.

         (a)  Normal Form. Notwithstanding any provision of the Plan, other than
the final paragraph of section 9.7(a), if a distribution is to be made under
section 9.1(a) or (c) and the Participant has a Fixed Income fund account and at
least one Hour of Employment prior to May 31, 1988 and the Participant's first
Hour of Employment is prior to January 1, 1999, then unless the Participant or
legal representative shall make an election in the manner prescribed in section
9.9(b), the value of such account (exclusive of the portion thereof attributable
to diversification elections under section 14.5) shall be distributed by the
purchase of an immediately payable single premium annuity contract providing for
monthly payments during the Participant's lifetime and, if the Participant is
married on the date payment of his benefit commences and his spouse shall
survive him, for monthly payments during the remainder of such spouse's
lifetime, each such payment to such spouse being equal to one-half of the
monthly payment received by the Participant, commencing no later than March 1 of
the calendar year following the calendar year of the Participant's termination
of employment, and 

                                       36


<PAGE>   43


delivery of such contract to the Participant within a reasonable time after the
Participant's termination of employment.

         If a distribution is to be made under section 9.1(b) because of a
Participant's death and the Participant had a Fixed Income fund account at the
time of his death and at least one Hour of Employment prior to May 31, 1988 and
the Participant's first Hour of Employment was prior to January 1, 1999, then
unless the Participant had made or the Participant's spouse or beneficiary, as
the case may be, makes an election at the time and in the manner prescribed in
section 9.9(b), the value of the Participant's Fixed Income fund account
(exclusive of the portion thereof attributable to diversification elections
under section 14.5) shall be distributed by purchase of an immediately payable
single premium annuity contract providing for monthly payments to the
Participant's spouse, or, if the Participant was not married on the day of his
death, to his beneficiary during such person's lifetime, commencing no later
than March 1 of the calendar year following the calendar year of the
Participant's death and delivery of such contract to such person within a
reasonable time after the date of Participant's death.

         (b)  Election to Reject Normal Form. Subject to the provisions of this
section 9.9(b), each Participant entitled to a distribution under section 9.9(a)
(or legal representative on behalf of such a Participant) may, at any time
during the 90-day period ending on the annuity starting date, elect to have the
value of the Participant's Fixed Income fund account (exclusive of the portion
thereof attributable to diversification elections under section 14.5)
distributed by one or more of the methods set forth in section 9.9(c).

         Within 30 days after a Participant provides written notice to the
Committee of his intention to retire on his Normal Retirement Date or Disability
Retirement Date, or within 30 days after the Committee receives notice of a
Participant's death, or within five business days after determining, in
accordance herewith, that a Participant is totally and permanently disabled, or
within five business days after receiving notice of the legally established
mental incompetency of the Participant, if the Participant has a Fixed Income
fund account at such time, the Committee shall deliver to such Participant or
his legal representative, by mail or by personal delivery, written notice in
nontechnical language explaining the terms and conditions of the annuity
provided in section 9.9(a).

         The notice shall explain the Participant's or legal representative's
right to elect an optional form of distribution and that such election may be
revoked by the Participant or legal representative at any time prior to the
annuity starting date or, if a lump sum payment is elected, prior to the first
day on which all events have occurred which entitle the Participant or legal
representative to the lump sum payment.

         The notice shall explain that a married Participant may elect a
distribution pursuant to section 9.9(c) only if the spouse consents in writing
to such election. Such written consent shall acknowledge consent to the
designated beneficiary and the optional form of distribution, neither of which
may be changed thereafter without again obtaining written spousal consent (or
the consent of the spouse expressly permits changes by the Participant without
further consent by the spouse). Such written consent shall acknowledge the
effect of such election and shall be witnessed by a notary public or by a
representative of the Committee who is designated to act in such capacity by the
Committee.



                                       37


<PAGE>   44

         If the Participant establishes to the satisfaction of the Committee
that such written consent cannot be obtained because his spouse cannot be
located, the requirement of such written consent shall be waived. Any election,
change, or revocation under this section 9.9(b) shall be effective when written
notice is delivered to the Committee in a form approved by the Committee for
this purpose, provided such election, change, or revocation is delivered prior
to the annuity starting date or, if a lump sum payment is elected, prior to the
first day on which all events have occurred which entitle the Participant or
legal representative to the lump sum payment. The notice shall explain that an
effective revocation shall result in the benefit being provided as an annuity
described in section 9.9(a).

         Subject to Section 9.14(C), such notice shall be provided no less than
thirty (30) days and no more than ninety (90) days prior to the annuity starting
date.

         (c)  Optional Forms. In addition to the form described in section
9.9(a), distribution of the value of a Participant's Fixed Income fund account
(exclusive of the portion thereof attributable to diversification elections
under section 14.5) may be made either--

              (i)   in a lump sum payment; or

              (ii)  by purchase of any form of single premium annuity contract
that satisfies Code section 401(a)(9) as may from time to time be offered by the
legal reserve life insurance companies with which the Trustee has agreements
governing the investment of assets in the Fixed Income fund and delivery of such
contract to the Participant or distributee within a reasonable time after the
Participant's termination of employment or death. Within five business days
after the Committee receives an election pursuant to this provision, the
Committee shall provide the same written notice provided under section 9.9(b).
An election pursuant to this provision shall be subject to the provisions of
section 9.9(b).

    9.10 Loans. 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 Committee 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 Committee 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:

         (a)  The term of a loan shall not extend beyond the earlier of four
years or the date upon which the Participant or beneficiary ceases to be a party
in interest; provided, however, that the four years shall be changed to eight
years where the proceeds of the loan are used by the Participant or beneficiary
to acquire the Participant's principal residence.

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



                                       38


<PAGE>   45

         (c)  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.

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

         (e)  Payments of principal and interest shall be made by approximately
equal payments not less frequently than monthly 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.

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

         (g)  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 Savings 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.

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

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

         (j)  If a Participant borrows from an account which is invested in more
than one fund, he shall instruct the Committee as to the funds from which the
loan is to be applied; 

                                       39

<PAGE>   46


provided, however, that no borrowing shall be applied from the MCN Stock fund
unless and until the Participant's ability to borrow from each of the other
funds has been exhausted.

         (k)  A married Participant may not borrow any amount from the Plan
unless his spouse executes a written consent as hereinafter provided. Such
consent must be executed during the 90-day period ending on the date on which
the loan is made and shall specifically provide that the spouse consents both to
the loan and to the use of the Participant's Salary Reduction and ESOP Accounts
as security for the loan. The consent shall acknowledge the effect of the use of
the Participant's accounts as security for the loan and shall be witnessed by a
notary public or a representative of the Committee who is designated to act in
such capacity by the Committee.

         (l)  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 Committee 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 Employee
Salary Reduction Account at a time so as to cause a violation of Code section
401(k)(2)(B)(i).

    9.11 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 or a
Salary Reduction which have not been previously withdrawn or distributed.

    If a Participant has previously had a portion of his Plan Account forfeited
under section 9.2, the Employer contributions, exclusive of those made as a
Salary Reduction to the Plan on his behalf, shall include only such Employer
contributions made subsequent to such forfeiture.

    9.12 Spousal Consent to Payment. Subject to section 9.7(a), the spouse of a
married Participant or former Participant shall be required to consent in
writing to any in-service withdrawal, loan, or distribution under the Plan to
the Participant or former Participant. The spouse's consent shall be in such
form as the Committee may prescribe.

    9.13 Distributions Pursuant to a Qualified Domestic Relations Order. Upon
receipt of a domestic relations order, the Committee 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 Committee 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 Committee may
segregate the portion of the 

                                       40


<PAGE>   47


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 Committee receives notice that a domestic relations order is
forthcoming, the Committee may suspend payments from the Participant's Account
or may follow the procedures described in the preceding sentence, until
resolution of the matter.

    9.14 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
Committee, 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 hardship distribution
after January 1, 1999; and 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).

              (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, 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.

              (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, 


                                       41


<PAGE>   48


provided that (i) the Committee 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.

    9.15 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 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 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.

                            ARTICLE X ADMINISTRATION

    10.1 The MCN Energy Group Master Trust, Retirement and Savings Plan
Committee.

         (a)  The Company shall appoint a Committee consisting of at least three
members which shall be known as the MCN Energy Group Master Trust, Retirement
and Savings Plan Committee (the "Committee") and which shall be responsible
(except for duties specifically vested in the Trustee) for the administration of
the provisions of the Plan.

         (b)  At the Company's discretion, each Employer may be permitted one or
more representatives on the Committee who shall be appointed by and remain in
the office at the will of such Employer. Each Employer shall have the right at
any time, with or without cause, to remove its representative on the Committee.
A member of the Committee may resign and his resignation shall be effective upon
delivery of his written resignation to each Employer. Upon resignation, removal,
or failure or inability for any reason of any member of the Committee to act
hereunder, the Board of Directors of the Employer by whom such member was
appointed may be empowered to appoint a successor member. All successor members
of the Committee shall have all of the rights and privileges and all of the
duties of their predecessors but shall not be held accountable for the acts of
their predecessors. Two or more Employers may appoint the same individual as
their representative on the Committee, provided that the Committee shall consist
of at least three members.

         (c)  Any member of the Committee may, but need not, be a Participant or
a director, officer, or shareholder of any of the Employers, and such status
shall not disqualify him from taking any action hereunder or render him
accountable for any distribution or material 



                                       42


<PAGE>   49

advantage received by him under the Plan, provided that no member of the
Committee who is a Participant shall take part in any action of the Committee on
any matter involving solely his rights under the Plan.

         (d)  The Committee shall be responsible for the administration of the
Plan. The Committee 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.

         The Committee shall have the exclusive right to make any finding of
fact necessary or appropriate for any purpose under the Plan. The Committee
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 Committee 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 Committee,
furnish to the Committee such data and information as the Committee shall
require in the performance of its duties.

         (e)  The Committee shall each month 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.

         (f)  The Committee 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.

         (g)  The Committee may act at a meeting, or by writing without a
meeting, by the vote or assent of a majority of its members. The Committee shall
elect a Secretary and such Secretary shall keep records of all meetings of the
Committee and shall forward all necessary communications to the Trustee. The
Committee may adopt such by-laws and regulations as it deems desirable for the
conduct of its affairs and the administration of the Plan, provided that any
such regulations shall be consistent with the provisions of the Plan.

                                       43


<PAGE>   50



         (h)  The members of the Committee, and each of them, shall be free from
all liability, joint or several, for their acts, omissions, and conduct in
administration of the Plan herein embodied, and the Employers shall jointly and
severally indemnify them, and each of them, from the effects and consequences of
their acts, omissions, and conduct in their official capacity except to the
extent that such effects and consequences shall result from their own willful
misconduct.

         (i)  No member of the Committee shall receive any compensation or fee
for his services, unless otherwise agreed between such member of the Committee
and the Employers, but the Employers shall reimburse the Committee members for
any necessary expenditures incurred in the discharge of their duties as
Committee members.

         (j)  The Committee may employ such counsel (who may be of counsel for
any Employer) and agents, and may arrange for such clerical and other services
as it may require in carrying out the provisions of the Plan, and all fees,
charges, and costs so incurred shall be payable by the Plan except to the extent
the Employers elect to pay such fees, charges, and costs.

         (k)  The Committee shall maintain a record of all of its proceedings,
shall maintain or cause to be maintained the Plan Accounts prescribed by Article
VIII, and shall make the reports to Participants prescribed by section 8.7.

    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 address from time to time by written
notice filed with the Employer.

    10.3 Notices to Employers or Committee. Written directions, notices, and
other communications from Participants to the Employers or the Committee 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 Committee 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 or the Committee shall be addressed.

         (a)  If intended for the Committee:
              Savings Plan Committee
              c/o MCN Energy Group Inc.
              500 Griswold Street
              Detroit, Michigan  48226

         (b)  If intended for an 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 shall sign an instrument evidencing the fact that he accepts
and agrees to all provisions of the Plan.

    10.5 Audit of Plan Records. The records of the Committee and the records of
the Employers in respect of the Plan shall be examined annually by a firm of
independent public 

                                       44

<PAGE>   51


accountants appointed by the Committee. Such accountants shall, on the basis of
such examination, make such reports to the Committee and to the Employers as
they may request. The audited records of the Committee and the Employers shall
be conclusive in respect of all matters involved in the administration of the
Plan.

    10.6 Claims Procedure. If any Participant or distributee believes he is
entitled to benefits in an amount greater than those which he is receiving or
has received, he may file a claim with the Secretary of the Committee. 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 Secretary of the Committee shall review the claim and give written
notice by registered or certified mail to the claimant of his decision with
respect to the claim. Such notice shall be provided within 90 days after receipt
of the claim, unless special circumstances require an extension, in which event
the notice shall be provided within 180 days after receipt of 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 Secretary shall also advise the claimant that he
or his duly authorized representative may request a review by the full Committee
of the denial by filing with the Committee, within 60 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 may have reasonable access to pertinent
documents and submit comments in writing to the Committee within the same 60-day
period. If a request is so filed, review of the denial shall be made by the full
Committee and the claimant shall be given written notice of the Committee's
final decision. Such notice shall be provided within 60 days after receipt of
such request, unless special circumstances require an extension, in which event
the notice shall be provided within 120 days after receipt of the 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 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 Committee
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.


                      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 the Committee. 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.



                                       45


<PAGE>   52

    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 Committee 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. In the event of any such
termination, the Committee 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 MCN Stock
fund so distributed shall be distributed in kind except that cash shall be
distributed in lieu of fractional shares. The portions of the Fixed Income fund
and other investment funds so distributed shall be distributed in cash or in
kind, or partly in cash and partly in kind, as determined by the Committee.

    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 15.3, 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.

    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.

                ARTICLE XII PARTICIPATION BY AFFILIATED COMPANIES


                                       46


<PAGE>   53


    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 Committee a duly certified copy of a
resolution of its Board of Directors to that effect and giving notice of its
intended withdrawal to the Committee, 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 15.7 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.

                        ARTICLE XIII TOP-HEAVY PLAN RULES

    13.1 Application of Top-Heavy Plan Rules. If the Plan is top-heavy as
determined under section 13.3, then the requirements in section 13.4 shall apply
to the Plan to the extent indicated by that section 13.4.

    13.2 Special Definitions. Any reference in this Article XIII to a "plan"
means a stock bonus, pension, or profit-sharing plan of the Company and any
Affiliated Company for the exclusive benefit of its employees or their
beneficiaries, including this Plan. For purposes of this Article XIII only, the
following terms shall have the meanings indicated:

         (a)  "Compensation" means a Participant's Compensation from the 
Employer for any calendar year as defined in Article II.

         (b)  "Determination Date" means, with respect to any Plan Year, the 
last day of the preceding Plan Year, except that in the case of the Plan's first
Plan Year, the Determination Date shall be the last day of that Plan Year. Where
one or more other plans are required or permitted to be aggregated with this
Plan under section 13.3 and where all plan years of all such plans do not
coincide, the "Key Employee Sum" and the "All Employee Sum" in section 13.3 each
shall be determined separately for each plan as of its appropriate Determination
Date and the results shall then be combined for the Determination Dates falling
within the same calendar year.

         (c)  "Employee" means a common law employee of the Employer who is or
once was a Participant, including his beneficiary, but excluding any employee
who is a member of a unit of employees covered by a collective bargaining
agreement under which retirement 

                                       47

<PAGE>   54



benefits were the subject of good faith bargaining with the Employer unless a
member of such unit is a Key Employee. For purposes of making computations
involving the MichCon Employee Stock Ownership Plan, employee shall include any
common law employee of the Employer, including his beneficiary.

         (d)  "Employer" means the Company and any other employing unit which
would be included in the same controlled group as the Company (as defined in
Code section 414(b)) or which is under common control with the Company (as
defined in Code section 414(c)) or which is included in the same affiliated
service group (as defined in Code section 414(m)) or which is required to be
aggregated with the Company pursuant to Regulations under Code section 414(o).

         (e)  "Key Employee" means each Employee or former Employee (including
the beneficiary of either) who at any time during the Plan Year containing the
Determination Date or any of the four preceding Plan Years received Compensation
from the Employer and who--

              (1)   Is one of the fifty (50) (or if fewer, the greater of three
                    (3) or ten percent (10%) of all Employees) officers of the
                    Employer who had the largest Compensation in the five-year
                    period ending on the last day of the current Plan Year, but
                    only if such officer's Compensation exceeds one-half of the
                    dollar limitation of Code Section 415(b)(1)(A) for the
                    calendar year in which the Determination Date falls.

              (2)   is one of the ten Employees owning the largest interest in
                    the Employer and who has Compensation from the Employer in
                    the amount greater than the dollar limitation of Code
                    section 415(c)(1)(A) in effect for the calendar year in
                    which the Determination Date falls;

              (3)   owns 5 percent or more of the outstanding stock or voting
                    power of the Employer; or

              (4)   owns 1 percent or more of the outstanding stock or voting
                    power of all stock of the Employer and has annual
                    compensation from the Employer of more than $150,000.

         For purposes of (2), (3), and (4), the constructive ownership rules of
Code section 318 shall apply with the modification that 5 percent shall be
substituted for 50 percent appearing in Code section 318(a)(2)(C). For purposes
of (2), an Employee shall be considered a Key Employee even if he is not among
the ten largest owners, if his ownership interest in the Employer is not less
than at least one of the top ten owners, and provided he has the requisite level
of Compensation described in (2); and in the event two Employees have the same
interest in the Employer, the Employee with the greater Compensation shall be
regarded as having the larger interest. For purposes of (2), (3), and (4), each
Employer that otherwise would be aggregated under this Article XIII's definition
of Employer shall be treated as a separate Employer to determine ownership
percentages.



                                       48

<PAGE>   55

         (f)  "Non-Key Employee" means any Employee or former Employee 
(including the beneficiary of either) who is not a Key Employee.

         (g)  "Plan Year" means the calendar year.

         (h)  "Valuation Date" means the date used for computing plan costs for
minimum funding in the case of any defined benefit plan and the last day of the
plan year in the case of any defined contribution plan, including this Plan.

         (i)  "Years of Service" means an Employee's Years of Service determined
under section 3.5.

    13.3 Determination of Top-Heavy Status. Determination of whether the Plan is
top-heavy for any Plan Year shall be made as follows:

         (a)  Required Plan Aggregation. First, there shall be aggregated with
the Plan (1) each plan of the Employer in which a Key Employee participates in
the plan year containing the Determination Date, or any of the four preceding
plan years, (2) each other plan of the Employer which, during this period,
enables any plan in which a Key Employee participates to meet the requirements
of Code section 401(a)(4) or 410, and (3) any terminated plan that was
maintained by the Employer during the five year period ending on the
Determination Date for the plan year in question if a Key Employee participated
in such plan.

         (b)  Key Employee Sum. Second, there shall be computed, as of the
Determination Date, the sum of the present values of the accrued benefits of all
Key Employees as determined by the Plan actuary under all defined benefit plans
required to be aggregated under section 13.3(a) and the account balances of all
Key Employees under all defined contribution plans, including this Plan,
required to be aggregated under section 13.3(a). For purposes of this
computation, the present value of an accrued benefit shall be determined as of
the most recent Valuation Date occurring within a 12-month period ending on the
Determination Date with the accrued benefit for a current Participant determined
as if the individual had terminated employment as of such Valuation Date.

         For purposes of this computation, the accrued benefit of an Employee
other than a Key Employee shall be determined under (1) the method, if any, that
uniformly applies for accrual purposes under all plans maintained by the Company
and Affiliated Companies, or (2) if there is no such method, as if such benefit
accrued not more rapidly than the slowest accrual rate permitted under the
fractional accrual rate of Code section 411(b)(1)(C).
         For purposes of this computation, account balance means the account
balance as of the most recent Valuation Date occurring within a 12-month period
ending on the Determination Date, plus an adjustment for contributions due as of
the Determination Date. In the case of a profit-sharing plan or other plan not
subject to the minimum funding requirements of Code section 412, the adjustment
is the amount of any contributions actually made after the Valuation Date but on
or before the Determination Date, except that in the first plan year after a
plan is adopted, the adjustment shall include any contributions made after the
Determination Date that are allocated as of a date within the first plan year.
In the case of a money purchase pension plan or other plan subject to the
minimum funding requirements of Code section 412, the adjustment is the amount
of any contributions that would be allocated as of a date not later than the
Determination Date, even though such amount is not yet required to be
contributed, 

                                       49

<PAGE>   56

plus the amount of any contribution actually made (or due to be made) after the
Valuation Date but prior to the expiration of the extended payment period under
Code section 412(c)(10).

         For purposes of this computation--

              (A)   there shall be included in the Key Employee Sum any
                    distribution (other than rollover amounts or plan-to-plan
                    transfers not initiated by the Employee or made to another
                    plan maintained by the Employer) made to an Employee from
                    the Plan, or from another plan required to be aggregated
                    under section 13.3(a), within the five-year period ending on
                    the Determination Date;

              (B)   there shall be excluded from the Sum any rollover
                    contribution and any plan-to-plan transfer initiated by the
                    Employee and accepted after December 31, 1983, by any plan
                    required to be aggregated under section 13.3(a) from a plan
                    other than one maintained by the Employer;

              (C)   there shall be excluded from the Sum the account balance and
                    present value of the accrued benefit of any Employee who
                    formerly was a Key Employee but who is not a Key Employee
                    for the year ending on the Determination Date; and

              (D)   there shall be excluded from the Sum any amounts
                    attributable to tax deductible employee contributions.

              (E)   The account balances and accrued benefits of a Participant
                    (1) who is not a Key Employee but who was a Key Employee in
                    a prior year or (2) who has not been credited with at least
                    one Hour of Service with any Employer at any time during the
                    five-year period ending on the Determination Date will be
                    disregarded.

         (c)  All Employee Sum. Third, under the same procedures as set forth in
section 13.3(b) above, including the special rules in (A), (B), and (C), there
shall be computed the sum of present values of accrued benefits and account
balances for all Employees of the Employer.

         (d)  Top-Heavy Test Fraction. Fourth, the Key Employee Sum computed in
section 13.3(b) shall be divided by the All Employee Sum computed in section
13.3(c), and if the resulting fraction is 0.60 or less, neither this Plan nor
any plan required to be aggregated under section 13.3(a) is top-heavy for the
Plan Year. If the fraction is greater than 0.60, both this Plan and any plan
required to be aggregated under section 13.3(a) are top-heavy for the Plan Year,
unless after the permissive plan aggregation described in section 13.3(e) below,
the recomputed fraction is 0.60 or less.

         (e)  Permissive Plan Aggregation. Fifth, at the election of the
Employer, plans of the Employer, other than those required to be aggregated
under section 13.3(a), but which provide benefits or contributions comparable to
this Plan, may be aggregated with this Plan and the plans required to be
aggregated under section 13.3(a), provided that such 


                                       50

<PAGE>   57


aggregated group would meet the requirements of Code section 401(a)(4) and 410.
The computations under section 13.3 (b) to (d) above may then be repeated, based
on this permissively aggregated group, and if the fraction computed in section
13.3(d) is 0.60 or less for this group, then neither this Plan nor any plan
required to be aggregated under section 13.3(a) is top-heavy for the Plan Year.
If the fraction computed in section 13.3(d) is still greater than 0.60, both
this Plan and any plan required to be aggregated under section 13.3(a) are
top-heavy for the Plan Year but no plan which is permissively aggregated under
this section 13.3(e) will be deemed to be top-heavy for such reason.

    13.4 Superseding Rules.

         (a)  Provisions Mandatory. For each Plan Year that the Plan is
top-heavy, the provisions of paragraphs (b), (c), (d), and (e) of this section
13.4 are mandatory and shall apply to the Plan for that Plan Year,
notwithstanding any other provision or provisions of the Plan that may conflict
with or vary from said mandatory provisions.

         (b)  Minimum Contributions for Non-Key Employee Participants.
Contributions by the Employer to the Plan Account of each Non-Key Employee
Participant who is employed by the Employer on the last day of the Plan Year and
who is eligible to have an Employer contribution made to his Plan Account under
section 4.2, 4.3, or 4.4 (without regard to any requirement of a minimum number
of Hours of Employment (as defined in section 3.7) during the Plan Year) shall
be equal to the lesser of (1) 3 percent of the Participant's Compensation for
that Plan Year or (2) the maximum percentage of the Employer's contributions (as
a percentage of Compensation not in excess of $150,000, as adjusted) allocated
to the account of any Participant who is a Key Employee for the Plan Year
multiplied by the Non-Key Employee Participant's Compensation for that Plan
Year. For purposes of this section 13.4(b), Employer contributions made under
any other defined contribution plan of the Employer in which any Key Employee
participates or which enables another defined contribution plan of the Employer
to meet the requirements of either Code section 401(a)(4) or 410 shall be
considered contributions made under this Plan. Salary Reduction contributions
will not be treated as Employer contributions for purposes of satisfying the
minimum allocation, but will be included for purposes of determining whether a
Key Employee has received an Employer contribution of at least three percent
(3%).

         Notwithstanding the foregoing, in the event that the contribution to be
made to the Plan Account on behalf of the Non-Key Employee under the provisions
of sections 4.2, 4.3, and 4.4 is greater than the contribution which would be
made under this section 13.4(b), the provisions of Article IV shall prevail.

         (c)  Accelerated Vesting. A Participant's vested percentage in the
portion of his account balance derived from Employer contributions described
sections 4.2, 4.3, and 4.4 shall be determined in accordance with the following
schedule but only with respect to those who are Participants during part or all
of the Plan Year after the Plan becomes top-heavy and only if the following
schedule results in a higher vested percentage than the application of the
Plan's normal Vesting Requirement:


<TABLE>
<CAPTION>

         Years of Vested Service          Percentage
         -----------------------          ----------
                   <S>                       <C>        
                   0                           0%
</TABLE>


                                       51

<PAGE>   58

<TABLE>
                   <S>                      <C>                
                   2                          20%
                   3                          40%
                   4                          60%
                   5                          80%
                   6                         100%
</TABLE>

         (d)  Reduction in Multiple Plan Limitations. In order to reduce the
overall limitations on combined plan contributions and benefits under Code
section 415, the number 1.0 shall be substituted for 1.25 in determinations of
the maximum dollar amount which can be added to a Participant's account and of
the dollar amount of the maximum benefit allowable in section 4.3 of the Plan;
provided, however, that the foregoing sentence shall not apply if the top-heavy
test fraction or recomputed fraction of section 13.3(e) is .90 or less, in which
event each Non-Key Employee Participant shall receive an additional minimum
contribution to his account equal to 1 percent of the Participant's Compensation
for that Plan Year.

    13.5 Participants in More Than One Top-Heavy Plan of the Employer. For each 
Plan Year that the Plan is top-heavy--

         (a)  Subject to the provisions of section 13.4(b), in the event that a
Non-Key Employee is a Participant in both this Plan and another defined
contribution plan of the Employer in the same Plan Year, such Employee shall in
all events be entitled to have the portion of the contribution by the Employer
specified in section 4.2, 4.3, or 4.4 or the contribution by the Employer
specified in section 13.4(b), whichever is appropriate, allocated to his
account. This provision shall in no way limit the Employee's right to have a
contribution made on his behalf to such other defined contribution plan as shall
be maintained by the Employer and in which he is a participant.

         (b)  In the event that a Non-Key Employee is a Participant in both this
Plan and a defined benefit plan of the Employer in the same Plan Year, such
Employee shall not be entitled to have the contribution specified in section
13.4(b) made by the Employer to this Plan on his behalf. This provision shall in
no way limit the Employee's right to have the portion of the contribution by the
Employer specified in section 4.2, 4.3, or 4.4 allocated to his account. Such
Employee shall, however, receive the defined benefit minimum as specified in
Treasury Regulation section 1.416-1, M-12, and such minimum shall be increased,
if the Company uses a factor of 1.25 in computing the denominators of the
defined benefit and defined contribution factors under Code section 415(e), by
one percentage point (up to a maximum of ten percentage points) for each Year of
Service described in Treasury Regulation 1.416-1, M-2 (disregarding, as
permitted therein, any Year of Service if the Plan was not top-heavy for any
Plan Year ending during such Year of Service, or if the Year of Service was
completed in a Plan Year beginning before January 1, 1984) of the Participant's
average Compensation for the Plan Years described in Treasury Regulation section
1.416-1, M-2 (disregarding, as permitted therein, Compensation received for
years ending in Plan Years beginning before January 1, 1984 and Compensation
received for years beginning after the close of the last Plan Year in which the
Plan is top-heavy). Treasury Regulation sections 1.416-1, M-2, M-12 and M-14
shall govern how the multiple plan requirements are satisfied.

    13.6 Changes in Applicable Vesting Schedule. In the case of any change in 
the vesting provisions of the Plan, whether or not due to a change in the Plan's
status as a top-heavy plan determined pursuant to section 13.3, each Participant
whose nonforfeitable benefits 


                                       52
<PAGE>   59
are adversely affected by the change may elect during the election period to
have his nonforfeitable benefits determined without regard to such change. The
election period shall begin on the date the change is adopted or becomes
effective, whichever is earlier, and end on the latest of (a) the date which is
60 days after the change is adopted, (b) the date which is 60 days after the
date such change becomes effective, or (c) the date which is 60 days after the
day the Participant is given written notice of such change.

               ARTICLE XIV SPECIAL PROVISIONS RELATING TO THE ESOP

    14.1 Establishment of ESOP. The MichCon Employee Stock Ownership Plan for
Non-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 MCN Stock. The Company from time to time may direct the Trustee to incur debt
in accordance with section 14.4 hereof to finance the acquisition of MCN Stock.

    14.2 ESOP Account. The Committee 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 
14.4(d) hereof; and

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

A Participant's ESOP Account shall be invested only in the MCN Stock fund,
except to the extent that monies diversified under section 14.5 may, at the
Participant's election, be directed to the Equities fund, the Senior Securities
fund, or the Fixed Income fund.

    14.3 Discrimination Testing. For purposes of the limitations on Salary
Reduction contributions set forth in section 4.7 and the limitations on
Voluntary Deduction contributions and Employer contributions set forth in
section 4.12 4.10, the ESOP and non-ESOP portions of the Plan shall be tested
separately. For purposes of such testing--

         (a)  the ESOP portion of the Plan shall mean Employer contributions
under section 4.3(a) made on behalf of the Participant and the shares allocated
to a Participant's ESOP Account pursuant to section 14.4(d); and

         (b)  the non-ESOP portion of the Plan shall mean all Elective 
Deferrals, Voluntary Deductions and Employer contributions under section 4.2.

    14.4 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 

                                       53

           
<PAGE>   60


such loan shall be used, within a reasonable time after the loan is obtained,
only to purchase MCN 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 MCN Stock acquired with
the proceeds of the loan and shares of MCN Stock that were used as collateral on
a prior loan which was repaid with the proceeds of the current loan.

         MCN 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. MCN 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 14.4 shall have recourse against any assets of the Plan other than the
MCN 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 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 MCN Stock as collateral
under this section 14.4 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 MCN Stock that shall be released
with each principal payment on the loan shall be equal to the number of shares
of MCN 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 14.4 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 MCN Stock shall be released monthly.

         (c)  Repayment of Loan. Payments of principal and interest on any loan
under this section 14.4 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 14.4(a) above;

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


                                       54


<PAGE>   61

              (iii) earnings from the investment of such contributions;

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

              (v)   the earnings on other allocated shares of MCN 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 Committee until all loans under this section
14.4 have been paid. If dividends on MCN Stock allocated to the ESOP Account of
any Participant are used to repay any loan, shares of MCN 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.

         (d)  Allocation of Released Shares. Subject to the limitations in
section 4.12 on Annual Additions to a Participant's accounts, shares of MCN
Stock released from a Suspense Account described in section 14.4(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.

    14.5 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 a portion
of his 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 his 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 which is eligible for
diversification may be invested in the Fixed Income fund and/or any other
investment funds under the Plan, in any combination thereof.

    14.6 Put Option. If MCN Stock becomes not readily tradable on an established
market, then any Participant who is otherwise entitled to a distribution of his
ESOP Account, shall have the right (hereinafter referred to as "Put Option") to
require that his Employer repurchase any MCN Stock allocated to his 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


  
                                       55

<PAGE>   62

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 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 MCN 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 14.6.

    14.7 Purchase of MCN Stock. The ESOP may acquire shares of MCN Stock on a
national securities exchange, from the Company or any Affiliated Company or
otherwise; provided, however, that if any shares of MCN 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 14.6 or as otherwise required by applicable law, no shares
of MCN 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-(1)(a)(ii).

                            ARTICLE XV MISCELLANEOUS

    15.1 Beneficiary Designation. Subject to the provisions of section 9.9 and
this section 15.1, 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 his employment but prior to the
distribution of the entire amount to which he is entitled 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 him, the
beneficiary of the Participant shall be his 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
Committee who is designated to act in such capacity by the Committee. 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 hereinabove
described, any distributions to be made under section 9.1 upon the death of the
Participant shall be made to his designated beneficiary or beneficiaries. If the
Participant establishes to the satisfaction of the Committee or its designated
representative that such written consent cannot be obtained because his 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 

                                        56


<PAGE>   63
Participant or such designated beneficiary has died prior to complete
disbursement of the Participant's Plan Account, the value of his account, or the
undistributed portion thereof, shall be paid by the Trustee at the direction of
the Committee--

         (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 state of domicile if he 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.

    15.2 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 Committee, is unable to manage his affairs by reason of illness
or mental incompetency, may be made to or for the benefit of any such
Participant or beneficiary in such of the following ways as the Committee shall
direct:

         (a)  Directly to any such minor beneficiary, if, in the opinion of the
Committee, 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.

    15.3 Expenses. Except as otherwise provided in the Plan, all costs and
expenses incurred in administering the Plan, including the expenses of the
Committee, the fees and expenses of the Trustee, the fees of its counsel, and
other administrative expenses, shall be borne by the Plan except to the extent
the several Employers elect to bear such costs, fees, and expenses in such
proportions as the Committee shall determine to be equitable and proper having
regard to the nature of the particular expense.

    15.4 Nonassignability. Except as may be required to comply with a qualified
domestic relations order (as defined in Code section 414(p)), 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 

                                       57


<PAGE>   64

incompetency, and no right or interest of any Participant in the Plan or in his
Plan Account shall be liable for, or subject to, any obligation or liability of
such Participant.

    15.5 Employment Noncontractual. The Plan confers no right upon any Employee
to continue in employment.

    15.6 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.

    15.7 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 Employer's business, such successor 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. 

    15.8 USERRA Rights. Notwithstanding any provision of the Plan to the 
contrary, 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).

    15.9 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.

                                       58


<PAGE>   65

         ARTICLE XVI REDESIGNATION OF ESOP AND DISTRIBUTION OF DIVIDENDS

    This Article XVI designates that part of the non-ESOP portion of the Plan
which is invested in the MCN Stock Fund becomes part of the ESOP portion of the
Plan. This Article XVI 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 XVI (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 XVI, the provisions of this
Article XVI, 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 XVI, 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 XVI, 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 MCN Energy Group Inc..

    16.1 Redesignation of ESOP Portion of Plan. Effective as of the effective
date described in the preamble to this Article XVI 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
MCN Stock Fund. The put option provisions of Section 14.6 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.

    16.2 Allocation of Savings Plan Account Balances to ESOP Portion of Plan.
All amounts contributed, transferred or designated as allocable to the Savings
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 MCN Stock Fund in accordance with Article VI of the Plan.

    16.3 Distribution of Dividends on MCN Stock. At the direction of the
Committee exercised in its sole discretion, the Trustee will, after dividends
are paid on MCN 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 14.4(c) of the Plan), either (i) distribute to Participants such
portion of the dividends attributable to the interests in MCN Stock held in
their Plan Accounts (or, if so determined by the Committee, 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
Committee. In its sole discretion, the Committee 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 accordance with forms and procedures
established by the Committee (which such procedures may apply to all
Participants, or solely to a group or groups determined by the Committee).
Further, in its sole discretion, the Committee may establish procedures that



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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
Committee to correspond with Employer payroll practices.

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


                               * * * * * * * * * *



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         IN WITNESS WHEREOF, the Company has caused its corporate name to be
hereunto affixed by its duly authorized officers as of the 29th day of December,
1998.

                                                     MCN ENERGY GROUP INC.



                                                     By /s/ D. Nowakowski
                                                        -----------------------



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