<PAGE>


                                MCN CORPORATION

                        SUPPLEMENTAL DEATH BENEFIT AND
                            RETIREMENT INCOME PLAN



     THIS PLAN, executed as of this 4th day of January, 1989, shall provide each
director and employee designated by the Board of Directors of the Company with
the benefits specified for a Director or employee under the MichCon Supplemental
Death Benefit and Retirement Income Plan ("MichCon Plan") as in effect as of
January 4, 1989, and as amended from time to time, subject to all the terms and
conditions as specified in the Plan. The MichCon Plan and all its provisions are
attached hereto and hereby incorporated by reference. The benefits under this
Plan are in lieu of those otherwise payable by MichCon.

     IN WITNESS WHEREOF, the undersigned officer of the Corporation has executed
this Plan on behalf of the Corporation as of January 1, 1990.



                             MCN CORPORATION



                             By:  /s/ Daniel L. Schiffer
                                  ------------------------
                                      Daniel L. Schiffer


                               Its:            Secretary
                                    --------------------------------
<PAGE>
 












                                    MICHCON

                        SUPPLEMENTAL DEATH BENEFIT AND

                            RETIREMENT INCOME PLAN

             (as amended and restated effective October 28, 1993)
<PAGE>
 
                               TABLE OF CONTENTS


<TABLE> 
<CAPTION> 


Section                                                                    PAGE
-------                                                                    ----
<S>                                                                        <C>
ARTICLE 1..................................................................   1
     Title
 
ARTICLE 2..................................................................   1
     Definitions
 
ARTICLE 3..................................................................   6
     Purpose
 
ARTICLE 4..................................................................   6
     Effective Date
 
ARTICLE 5..................................................................   6
     Participation
 
ARTICLE 6..................................................................   7
     Benefits
 
ARTICLE 7..................................................................  10
     Conditions for Benefits
 
ARTICLE 8..................................................................  13
     Unfunded Plan
 
ARTICLE 9..................................................................  13
     Assignment
 
ARTICLE 10.................................................................  13
     Administration
 
ARTICLE 11.................................................................  14
     Amendment, Suspension or Termination
 
ARTICLE 12.................................................................  15
     Legal Fees and Expenses
 
ARTICLE 13.................................................................  16
     No Employment Rights and Not a Contract to Continue in Office

</TABLE>
<PAGE>
 
                                    MICHCON
                        SUPPLEMENTAL DEATH BENEFIT AND
                            RETIREMENT INCOME PLAN
                    (as amended effective January 1, 1990)

                                   ARTICLE 1

                                    TITLE 

   The title of this plan shall be the "MichCon Supplemental Death Benefit and
Retirement Income Plan."

                                   ARTICLE 2

                                  DEFINITIONS

   The following words and phrases used herein shall have the following
respective meanings unless the context clearly requires otherwise:

   (1)  Board: The Board of Directors of MCN Corporation.

   (2)  Cause: Cause shall mean repeated material breaches of an Employee's
        duties of employment which are not cured after receipt by the Employee
        of written notice specifying such breaches or the Employee's conviction
        of a felony involving moral turpitude.

   (3)  Change of Control:  Change of Control shall mean:

        (a)  The acquisition by any individual, entity or group (within the
             meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange
             Act of 1934, as amended (the "Exchange Act")) (a "Person") of
             beneficial ownership (within the meaning of Rule 13d-3 promulgated
             under the Exchange Act) of 20% or more of either (i) the then
             outstanding shares of common stock of MCN Corporation (the
             "Outstanding MCN Common Stock") or (ii) the combined voting power
             of the then outstanding voting securities of MCN

                                       1
<PAGE>
 
             Corporation entitled to vote generally in the election of directors
             (the "Outstanding MCN Voting Securities"): provided, however, that
             the following acquisitions shall not constitute a Change of
             Control: (i) any acquisition directly from MCN Corporation
             (excluding an acquisition by virtue of the exercise of a conversion
             privilege), (ii) any acquisition by MCN Corporation, (iii) any
             acquisition by any employee benefit plan (or related trust)
             sponsored or maintained by MCN Corporation or any corporation
             controlled by MCN Corporation or (iv) any acquisition by any
             corporation pursuant to a reorganization, merger or consolidation,
             if, following such reorganization, merger or consolidation, the
             conditions described in clauses (i), (ii) and (iii) of subsection
             (c) of this Section 2 are satisfied; or

        (b)  Individuals who, as of the date hereof, constitute the Board of
             Directors of MCN Corporation (the "Incumbent Board") cease for any
             reason to constitute at least a majority of the Board; provided,
             however, that any individual becoming a director subsequent to the
             date hereof whose election, or nomination for election by MCN
             Corporation's shareholders, was approved by a vote of at least a
             majority of the directors then comprising the Incumbent Board shall
             be considered as though such individual were a member of the
             Incumbent Board, but excluding, for this purpose, any such
             individual whose initial assumption of office occurs as a result of
             either an actual or threatened election contest (as such terms are
             used in Rule 14a-11 of Regulation 14A promulgated under the
             Exchange Act) or other actual or threatened solicitation of proxies
             or consents by or on behalf of a Person other than the Board; or

        (c)  Approval by the shareholders of MCN Corporation of a
             reorganization, merger or consolidation, in each case, unless,
             following such reorganization, merger or consolidation, (i) more
             than 60% of, respectively, the then outstanding shares of common
             stock of the corporation resulting from such

                                       2
<PAGE>
 
             reorganization, merger or consolidation and the combined voting
             power of the then outstanding voting securities of such corporation
             entitled to vote generally in the election of directors is then
             beneficially owned, directly or indirectly, by all or substantially
             all of the individuals and entities who were the beneficial owners,
             respectively, of the Outstanding MCN Common Stock and Outstanding
             MCN Voting Securities immediately prior to such reorganization,
             merger or consolidation is substantially the same proportions as
             their ownership, immediately prior to such reorganization, merger
             or consolidation, of the Outstanding MCN Common Stock and
             Outstanding MCN Voting Securities, as the case may be, (ii) no
             Person (excluding MCN Corporation, any employee benefit plan or
             related trust sponsored or maintained by MCN Corporation or any
             corporation controlled by MCN Corporation or such corporation
             resulting from such reorganization, merger or consolidation and any
             Person beneficially owning, immediately prior to such
             reorganization, merger or consolidation, directly or indirectly,
             20% or more of the Outstanding MCN Common Stock or Outstanding MCN
             Voting Securities, as the case may be) beneficially owns directly
             or indirectly, 20% or more of, respectively, the then outstanding
             shares of common stock of the corporation resulting from such
             reorganization, merger or consolidation or the combined voting
             power of the then outstanding voting securities of such corporation
             entitled to vote generally in the election of directors and (iii)
             at least a majority of the members of the board of directors of the
             corporation resulting from such reorganization, merger or
             consolidation were members of the Incumbent Board at the time of
             the execution of the initial agreement providing for such
             reorganization, merger or consolidation; or

        (d)  Approval by the shareholders of MCN Corporation of (i) a complete
             liquidation or dissolution of MCN Corporation or (ii) the sale or
             other

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

   (4)  Committee: The Compensation Committee of the Board.

                                   4        
<PAGE>
 
   (5)  Company:  Michigan Consolidated Gas Company.
        
   (6)  Dependent Child: A natural born or legally adopted child, stepchild or
        foster child of an Employee, including children conceived at the date of
        death, which child is unmarried, is not in the armed forces of any
        country, has not attained the age of 21, and prior to the death of the
        Survivor was dependent upon such Survivor for his or her principal
        support and maintenance and, if a stepchild or foster child, resided in
        such Survivor's household. If, with respect to an Employee, there are
        more than four persons who qualify under the preceding sentence at
        anytime, only the four youngest such persons shall be treated as
        qualifying.

   (7)  Directors: Members of the Board who are not also employees of the
        Company or of a Subsidiary.

   (8)  Employees: Key salaried employees of the Company or a Subsidiary who are
        employed in an executive, administrative, or professional capacity.

   (9)  Final Annual Salary: The regular basic annual salary for an Employee
        before any payroll deductions, Section 401(k) contributions, non-
        qualified deferred compensation contributions, or cafeteria plan
        election, but excluding bonuses, awards and severance payments. This
        amount shall be determined at the time the employment of the Employee
        ceases as a result of retirement, termination or death.

   (10) Good Reason: Good Reason means (i) a significant change in the
        Employee's authority, duties, responsibilities or status within MCN from
        those which existed immediately prior to the Change in Control; (ii) a
        change (other than a bona fide promotion) in the Employee's title or
        office; (iii) a reduction in the Employee's compensation or benefits
        existing immediately prior to the Change in Control; (iv) a change in
        the Employee's assigned place of employment requiring physical
        relocation, or a material change in the Employee's business travel
        obligations; (v) any similar significant change in the requirements,
        responsibilities or compensation of the Employee from the arrangements
        immediately prior to the Change in Control imposed by MCN without the
        express written


                                       5

<PAGE>
 
        consent of the Employee; or (vi) any other changes in working conditions
        that a reasonable man holding a similar position would find untenable.

   (11) MCN: MCN Corporation
       
   (12) Plan: MichCon Supplemental Death Benefit and Retirement Income Plan.
        
   (13) Subsidiary: Any corporation in which the Company owns, directly or
        indirectly, stock possessing 50 percent or more of the total combined
        voting power of all classes of stock.

   (14) Survivor: The Employee or the Employee's spouse (if any) whose
        
        death occurs last.

                                   ARTICLE 3

                                    PURPOSE
                              

   The purpose of the Plan is to improve the ability of the Company and its
Subsidiaries to attract and retain executives and directors.

                                   ARTICLE 4

                                EFFECTIVE DATE
                                

            The effective date of the Plan shall be June 22, 1988.

                                   ARTICLE 5

                                 PARTICIPATION

   Participation in the Plan is limited to Employees and Directors who are
recommended by the Committee and approved by the Board. No person shall have a
right to participate in the Plan without approval by the Board. Participation in
the Plan shall be evidenced by a written agreement executed between the Company
and the Employee or Director. No person eligible for benefits under this Plan as
an Employee shall be eligible for benefits under this Plan as a Director.

                                       6
<PAGE>
 
                                   ARTICLE 6

                                   BENEFITS
                             

A. Pre-Retirement Death Benefit
   
        Provided the conditions specified in Article 7, Section A are satisfied,
   the Company will pay solely to the surviving spouse of an Employee who
   participated in the Plan, a pre-retirement death benefit of 1/24th of the
   Employee's Final Annual Salary during the month of the Employee's death and
   monthly thereafter through and including the month the Employee would have
   attained age 65, and thereafter, monthly payments of 1/60th of the Employee's
   Final Annual Salary through and including the month in which the Employee
   would have attained age 75. All such payments will be made only during the
   lifetime of the Employee's surviving spouse and will cease upon the death of
   said spouse. With respect to Directors, provided the conditions specified in
   Article 7, Section A are satisfied, the Company will pay solely to the
   surviving spouse of a Director who participated in the Plan, a pre-retirement
   death benefit of $100,000 at the time of the Director's death. Payment will
   be made only to the Director's surviving spouse and no payment will be made
   if there is no surviving spouse.

B. Post-Retirement Benefit
   
        Provided the conditions specified in Article 7, Section B are satisfied,
   the Company will pay to an Employee or Director who participated in the Plan,
   a post-retirement benefit. An Employee who retires prior to age 62 and the
   Employee's surviving spouse are not eligible (without approval of the
   Committee) to begin receiving any post-retirement benefit until the date that
   the Employee attains or would have attained age 62 had the Employee lived. A
   Director who ceases to hold office as a Director prior to age 65 is not
   eligible (without approval of the Committee) to receive any post-retirement
   benefit. If such approval is obtained, post-retirement benefits will begin on
   the date the Director attains or would have attained age 65 had the Director
   lived, unless otherwise approved by the Committee.

                                       7
<PAGE>
 
        An Employee shall elect, at least 30 days prior to the Employee's
   retirement (or at least 30 days prior to attaining age 62 if the second
   paragraph of Article 7, Section D applies to the Employee), on a form
   approved by the Committee, to receive a post-retirement benefit pursuant to
   any one of the following options. A Director shall elect, at least 30 days
   prior to the Director ceasing to hold office as a Director (or at least 30
   days prior to attaining age 65 if the third paragraph of Article 7, Section D
   applies to the Director), on a form approved by the Committee, to receive a
   post-retirement benefit pursuant to either Option A or C.

   1.   Supplemental Retirement Benefit Options
        
        OPTION A. The Company will pay to an Employee, in equal monthly
        payments, 20% of the Employee's Final Annual Salary each year for each
        of the first 10 years following the Employee's retirement from the
        Company or a Subsidiary or following the Employee's attainment of age
        62, whichever is later. With respect to Directors, the Company will pay
        to a Director, in equal monthly payments, $10,000 each year for each of
        the first 10 years following the Director's ceasing to hold office as a
        Director. Such payments will be made only to the Employee or Director,
        or in the event of the Employee's or Director's death, to the Employee's
        or Director's surviving spouse, and upon the death of the survivor
        thereof shall cease.
                              OR
                             
        OPTION B. The Company will pay to an Employee, in equal monthly
        payments, 15% of the Employee's Final Annual Salary each year for each
        of the first 15 years following the Employee's retirement from the
        Company or a Subsidiary or following the Employee's attainment of age
        62, whichever is later. Such payments will be made only to the Employee,
        or in the event of the Employee's death, to the Employee's surviving
        spouse, and upon the death of the survivor thereof shall cease.

                              OR
                                       8
                             
<PAGE>
 
   2.   Post-Retirement Death Benefit Options
        

        OPTION C. The Company will pay solely to an Employee's surviving spouse,
        the sum of 332% of the Employee's Final Annual Salary upon the later of
        the Employee's death or the date the Employee would have attained age 62
        had the Employee lived. With respect to Directors, the Company will pay
        solely to the Director's surviving spouse, the sum of $100,000 upon the
        death of a Director if the death occurs after the Director ceased to
        hold office as a Director. No payment will be made if there is no
        surviving spouse.
                              OR
                              
        OPTION D. The Company will pay solely to an Employee's surviving spouse,
        in equal monthly payments, 42% of the Employee's Final Annual Salary
        each year for each of the first 10 years following the later of the
        Employee's death or the date the Employee would have attained age 62 had
        the Employee lived. Such payments will be made only during the lifetime
        of the Employee's surviving spouse and will cease upon the death of said
        spouse.
                              OR
                             
        OPTION E. The Company will pay solely to an Employee's surviving spouse,
        in equal monthly payments, 32% of the Employee's Final Annual Salary
        each year for each of the first 15 years following the later of the
        Employee's death or the date the Employee would have attained age 62 had
        the Employee lived. Such payments will be made only during the lifetime
        of the Employee's surviving spouse and will cease upon the death of said
        spouse.

C. Dependent Child Benefit

        Provided the conditions specified in Article 7, Section C are satisfied,
   the Company will pay to a Dependent Child of an Employee who participated in
   the Plan, a dependent child benefit of 1/96th of the Employee's Final Annual
   Salary during the month of the Survivor's death and monthly thereafter
   through and including the month the Dependent Child attains age 21. All such

                                       9
<PAGE>
 
   payments are limited to persons who qualify as a Dependent Child and no other
   person shall receive any dependent child benefit.

D. Assumption of Liability for Benefits
   
        The Company will assume Primark Corporation's obligations with respect
   to each person who was covered by the Primark Corporation Supplemental Death
   Benefit and Retirement Income Plan and who is a Director or Employee of the
   Company immediately after the effective date of the spin-off of the Company
   from Primark Corporation except for the obligation to the person who,
   immediately before the spin-off, was the Chief Executive Officer of Primark
   Corporation.

                                   ARTICLE 7

                            CONDITIONS FOR BENEFITS
                            

A. Pre-Retirement Death Benefit
   
        Subject to the following conditions, the pre-retirement death benefit
   provided in Article 6, Section A shall be paid to an Employee's or Director's
   surviving spouse.

CONDITIONS

   1.   The Employee shall have been in the continuous employ of the Company or
        a Subsidiary from the date of participation in the Plan until the time
        of the Employee's death. With respect to Directors, the Director shall
        have served continuously on the Board from the date of participation in
        the Plan until the time of the Director's death; and

   2.   The Employee shall have died while in the employ of the Company or a
        Subsidiary and prior to the Employee's actual retirement from the
        Company or a Subsidiary. With respect to Directors, the Director shall
        have died while holding office.

B. Post-Retirement Benefit
   
        Subject to the following conditions, the post-retirement death benefit
   provided in Article 6, Section Bl or B2 shall be paid to an Employee or
   Director or the respective surviving spouse.

                                      10
<PAGE>
 
   CONDITIONS
   
   1.   The Employee shall have been in the continuous employ of the Company or
        a Subsidiary from the date of participation in the Plan until the time
        of the Employee's retirement. With respect to Directors, the Director
        shall have served continuously on the Board from the date of
        participation in the Plan until the Director attains age 65, unless
        otherwise approved by the Committee; and

   2.   The Employee shall have retired from the Company or a Subsidiary in
        accordance with the terms of the MichCon Retirement Plan. With respect
        to Directors, the Director shall have ceased to hold office as a
        Director, otherwise than by death.

C. Dependent Child Benefit
  
        Subject to the following conditions, the dependent child benefit
   provided in Article 6, Section C shall be paid to any person who qualifies as
   a Dependent Child.

   CONDITIONS
   
   1.   The Employee shall have been in the continuous employ of the Company or
        a Subsidiary from the date of participation in the Plan until the time
        of the Employee's death; and

   2.   The Employee shall have died while in the employ of the Company or a
        Subsidiary and prior to the Employee's actual retirement from the
        Company or a Subsidiary; and

   3.   The Employee's spouse (if any) shall have died; and

   4.   A Dependent Child survives.

D. Continued Services Required
   
        Except as provided in this Section, all rights to benefits under this
   Plan shall terminate upon termination of the Employee's employment with the
   Company or a Subsidiary for any reason other than the Employee's death or
   retirement in accordance with the terms of the MichCon Retirement Plan. With
   respect to Directors, except as provided in this Section, all rights to
   benefits under this Plan shall terminate if the Director ceases to hold
   office as a Director before the Director attains age 65, unless otherwise
   approved by the Committee.

                                      11
<PAGE>
 
     Notwithstanding any other provision of this Plan, if (1) a Change in
Control occurs, (2) the Employee was either admitted to participation in the
Plan on or before July 1, 1988, or the Change in Control occurs more than 12
months (or such shorter period as approved by the Committee) after the Employee
was admitted to participation in the Plan, and (3) within 60 months after the
Change in Control occurs, the employment of the Employee is terminated (i) by
the Company other than for Cause or (ii) by the Employee for Good Reason, then
all rights to benefits under this Plan shall continue as if such termination of
employment had not occurred. A pre-retirement death benefit shall be available
if such person dies prior to attaining age 62, and a post-retirement benefit
shall be available when such person attains age 62.

     Notwithstanding any other provision of this Plan, if (1) a Change in
Control occurs, (2) the Director was either admitted to participation in the
Plan on or before July 1, 1988, or the Change in Control occurs more than 12
months (or such shorter period as approved by the Committee) after the Director
was admitted to participation in the Plan, and (3) as part of or within 60
months after the Change in Control, the Director ceases to hold office otherwise
than (i) removal by the shareholders for Cause, or (ii) resignation by the
Director, then all rights to benefits shall continue as if the Director had
continued to hold office. A pre-retirement death benefit shall be available if
such Director dies prior to attaining age 65, and a post-retirement benefit
shall be available when such Director attains age 65.

     Notwithstanding any other provision of this Plan, if an Employee is
admitted to participation in the Plan, and has reached age 55, and thereafter,
the employment of the Employee is terminated prior to retirement other than for
Cause, then all rights to benefits under this Plan accrued as of the later of
December 31, 1993 or on December 31 of the year the employee reaches age 55
shall continue as if such termination of employment had not occurred. A pre-
retirement death benefit shall be available if such person dies prior to
attaining age 62, and a post-retirement benefit shall be available when such
person attains age 62.

                                      12
<PAGE>
 
                                   ARTICLE 8

                                 UNFUNDED PLAN
                                 
   This Plan shall not be a funded plan. Any insurance Policy or other asset
acquired or held by the Company in connection with this Plan shall not be deemed
to be held by the Company in trust for any person, or to be security for the
performance of any obligations of the Company, but shall be and remain a general
asset of the Company. No person shall have any property interest in any specific
assets of the Company. Any rights acquired pursuant to the Plan shall be those
of an unsecured creditor. The obligation to make payments under this Plan shall
be and remain an unsecured, unfunded general obligation of the Company.

                                  ARTICLE 9 

                                  ASSIGNMENT
                              
   No benefit hereunder of any person is assignable or transferable to any other
person nor may such be sold, assigned, conveyed, or otherwise transferred or
hypothecated.

                                  ARTICLE 10

                                ADMINISTRATION
                                
   This Plan shall be administered by the Committee. The Committee shall have
full authority and responsibility to interpret and administer the terms of the
Plan and may adopt rules and regulations governing the administration of the
Plan.

   The Committee shall be responsible for making recommendations to the Board
with respect to Employees and Directors who are to participate in the Plan. In
discharging this responsibility, the Committee may consult with individual
members of the Board, with the management of the Company or with such other
persons as the Committee may deem appropriate.

                                      13
<PAGE>
 
   The Board shall determine which Employees and Directors shall participate in
the Plan, based upon the recommendations of the Committee, and the Board's own
consideration of who should participate in the Plan.

   The Committee, in its absolute discretion, may cause benefit payments to an
Employee to commence prior to the Employee attaining age 62 if it deems such
action appropriate to the circumstances.

   The Committee, in its absolute discretion, may provide benefits to a Director
even if the Director fails to hold office until the Director attains age 65 and
may cause benefit payments to such Director to commence prior to the Director
attaining age 65 if it deems such action appropriate to the circumstances.

   The Committee, in its absolute discretion, may provide benefits to an
Employee or Director even if such person was admitted to participation in the
Plan or the Primark Corporation Supplemental Death Benefit and Retirement Income
Plan within 12 months of a Change in Control.

   Any member of the Committee or of the Board who is being considered for
eligibility or who would be affected by a matter being considered shall not vote
or act on such matter.

                                  ARTICLE 11

                     AMENDMENT, SUSPENSION OR TERMINATION
                     

   MCN's Board of Directors may at any time amend, suspend or terminate the
Plan, or any part thereof, for any purpose; provided, however, that no such
amendment, suspension or termination shall affect any agreement between an
Employee or Director and MCN without the written consent of the Employee or
Director.

                                      14
<PAGE>
 
                                  ARTICLE 12

                            LEGAL FEES AND EXPENSES
                            

   MCN shall pay all legal fees and expenses that an Employee or Director
admitted to participation in the Plan, or such Employee's or Director's spouse
or Dependent Child may incur as a result of MCN contesting the validity,
enforceability, or any such person's interpretation of, or determinations under
this Plan; provided, however, MCN shall not be required to pay any fees or
expenses of any such person unsuccessfully seeking to obtain benefits following
a Change in Control based upon termination of employment or removal from office
for Cause.

                                      15
<PAGE> 
                                  ARTICLE 13

                           NO EMPLOYMENT RIGHTS AND
                           
                     NOT A CONTRACT TO CONTINUE IN OFFICE
                             

   Nothing contained in the Plan and no actions taken pursuant to the provisions
of the Plan shall be construed as a contract of employment between the Company
or a Subsidiary and an Employee, or as a right of any Employee to be continued
in the employment of the Company or a Subsidiary, or as a limitation of the
right of the Company or a Subsidiary to discharge any Employee at any time, with
or without cause, or as a limitation of the right of the Employee to terminate
employment at any time.

   Nothing contained in the Plan and no actions taken pursuant to the provisions
of the Plan shall be construed as a contract for services between the Company
and a Director, or as a right of a Director to continue to serve as a director,
or as a limitation of the right of shareholders to remove a Director from
office, with or without cause, or as a limitation of the right of the Director
to resign from office.

   IN WITNESS WHEREOF, the undersigned officer of the Company has executed this
Plan as of this 28th day of October, 1993.

                        MICHIGAN CONSOLIDATED GAS COMPANY


                        By:   /s/ Stephen E. Ewing
                           -----------------------------------------------------
                                  Stephen E. Ewing,
                                  President and Chief Executive
                                  Officer



Restated October 28, 1993

                                      16
<PAGE>
 
                                MCN CORPORATION

                        SUPPLEMENTAL DEATH BENEFIT AND

                          RETIREMENT INCOME AGREEMENT

                                   EMPLOYEE


   THIS AGREEMENT is made this __ day of __________, __________, between MCN
Corporation, a Michigan Corporation, (the "Corporation") and __________________,
an employee of the Corporation (the "Employee").

                                  WITNESSETH

   WHEREAS, the Employee has agreed to serve as an officer of the Corporation
and the Corporation desires to encourage the Employee to continue to perform his
or her duties in a capable and efficient manner.

   NOW, THEREFORE, in consideration of the foregoing and the benefits to be
derived hereunder, the Corporation and Employee agree as follows:

   The Employee shall receive the benefits of an Employee under the MichCon
Supplemental Death Benefit and Retirement Income Plan ("Plan") as in effect on
this date subject to all the terms and conditions as specified in the Plan. The
Plan and all its provisions are hereby incorporated by reference. The benefits
under this Agreement are in lieu of those otherwise payable by MichCon.

                                      17
<PAGE>
 
IN WITNESS WHEREOF, the undersigned officer of the Corporation has executed this
agreement on behalf of the Corporation and the Employee has executed this
agreement on the date first above written:

                                       MCN CORPORATION
                                       By:  
                                            ------------------------------------
                                       Its: Secretary
                                            ------------------------------------

                                       EMPLOYEE

                                       -----------------------------------------
                                       Employee
<PAGE>
 
                                MCN CORPORATION
                        SUPPLEMENTAL DEATH BENEFIT AND
                          RETIREMENT INCOME AGREEMENT
                             OPTION ELECTION FORM

                                   EMPLOYEE

Name                                        Soc. Sec. No.
    -------------------------------                      -----------------------
Retirement Date                             I. D. No.
                -------------------                  ---------------------------
Name of Spouse                              Soc. Sec. No.
              ---------------------                      -----------------------


I hereby elect to receive the following post-retirement benefit under my
Supplemental Death Benefit and Retirement Agreement with MCN Corporation which
is subject to all the terms and conditions specified in the MichCon Supplemental
Death Benefit and Retirement Income Plan ("Plan").  The Plan and all its
provisions are hereby incorporated by reference.

                        ________  Option A
                        ________  Option B
                        ________  Option C
                        ________  Option D
                        ________  Option E

I understand that once having retired, I may not change this election.


-----------------------------------         ------------------------------------
   Date                                     Employee

-----------------------------------         ------------------------------------
   Date                                     Witness 
<PAGE>
 
                                MCN CORPORATION

                        SUPPLEMENTAL DEATH BENEFIT AND

                          RETIREMENT INCOME AGREEMENT

                                   DIRECTOR

     THIS AGREEMENT is made this______ day of ___________________, 19__, between
MCN Corporation, a Michigan Corporation, (the "Corporation") and
________________________, a non-employee director of the Corporation (the
"Director").

                                  WITNESSETH

     WHEREAS, the Director has agreed to serve On the Board of Directors of the
Corporation and the Corporation desires to encourage the Director to continue to
perform his or her duties in a capable and efficient manner.


     NOW, THEREFORE, in consideration of the foregoing and the benefits to be
derived hereunder, the Corporation and Director agree as follows:


     The Director shall receive the benefits of a Director under the MichCon
Supplemental Death Benefit and Retirement Income Plan ("Plan") as in effect as
of January 4, 1989 subject to all the terms and conditions as specified in the
Plan.  The Plan and all its provisions are hereby 
<PAGE>
 
incorporated by reference. The benefits under this Agreement are in lieu of
those otherwise payable by MichCon.

     IN WITNESS WHEREOF, the undersigned officer of the Corporation has executed
this agreement on behalf of the Corporation and the Director has executed this
agreement on the date first above written:


                                       MCN CORPORATION

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

                                       Its:        Secretary
                                           -------------------------------------


                                       DIRECTOR


                                       -----------------------------------------
                                                   Director
<PAGE>
 
                                MCN CORPORATION

                        SUPPLEMENTAL DEATH BENEFIT AND

                          RETIREMENT INCOME AGREEMENT

                             OPTION ELECTION FORM

                                   DIRECTOR

Name                                     Soc. Sec. No.                         
    -----------------------------------               --------------------------
Last Date to Hold Office               
                        --------------- 
Name of Spouse                           Soc. Sec. No.                         
              -------------------------               --------------------------

I hereby elect to receive the following post-retirement benefit under the
MichCon Supplemental Death Benefit and Retirement Income Plan ("Plan"), subject
to all the terms and conditions specified in the Plan.  The Plan and all its
provisions are hereby incorporated by reference.

                               ________  Option A
                               ________  Option C


I understand that once having ceased to serve on the Board of Directors of MCN
Corporation, I may not change this election.

---------------------------------------  ---------------------------------------
   Date                                      Director

---------------------------------------  ---------------------------------------
   Date                                      Witness