EXHIBIT 3L(*10-1)

INDEMNIFICATION AGREEMENT

This Indemnification Agreement ("Agreement") is made as of the day of _________, 1995, by and between DTE Energy Company, a Michigan corporation ("DTE Energy"), and _________________________________, a [director, officer, or director and officer] of DTE Energy (the "Indemnitee").

RECITALS

A. The Indemnitee is presently serving as a director of DTE Energy and DTE Energy desires the Indemnitee to continue in such capacity. The Indemnitee is willing, subject to certain conditions, including without limitation the execution and performance of this Agreement by DTE Energy, to continue in that capacity.
B. In addition to the indemnification to which the Indemnitee is entitled under the Articles of Incorporation (the "Articles") or By-Laws of DTE Energy in effect from time to time, DTE Energy has obtained at its sole expense insurance protecting its officers and directors, including the Indemnitee, against certain losses arising out of actual or threatened actions, suits or proceedings to which such persons may be made or threatened to be made parties. However, as a result of circumstances having no relation to, and beyond the control of, DTE Energy and the Indemnitee, there can be no assurance of the continuation, renewal or scope of that insurance. Accordingly, and in order to induce the Indemnitee to continue to serve in the Indemnitee's present capacity, DTE Energy and Indemnitee agree as follows:
1. Continued Service. The Indemnitee will continue to serve as a director of DTE Energy so long as the Indemnitee is duly elected and qualified in accordance with the By-Laws of

DTE Energy in effect from time to time or until the Indemnitee resigns in writing in accordance with applicable law.
2. Initial Indemnity.
(a) DTE Energy shall indemnify the Indemnitee when the Indemnitee was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal, other than an action by or in the right of DTE Energy, by reason of the fact that the Indemnitee is or was a director, officer, employee or agent of DTE Energy, or is or was serving at the request of DTE Energy as a director, officer, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, whether for profit or not, against expenses, including attorneys' fees, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by the Indemnitee in connection with such action, suit or proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in, or not opposed to the best interests of DTE Energy or its shareholders, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the Indemnitee did not act in good faith and in a manner which the Indemnitee reasonably believed to be in or not opposed to the best interests of DTE Energy or its shareholders and, with respect to any criminal action or proceeding, that the Indemnitee had reasonable cause to believe that such conduct was unlawful.

(b) DTE Energy shall indemnify the Indemnitee when the Indemnitee was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of DTE Energy to procure a judgment in its favor by reason of the fact that the Indemnitee is or was a director, officer, employee, or agent of DTE Energy, or is or was serving or had agreed to serve at the request of DTE Energy as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, whether for profit or not, against expenses, including attorneys' fees and amounts paid in settlement actually and reasonably incurred by the Indemnitee in connection with the action or suit, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in, or not opposed to the best interests of DTE Energy or its shareholders. Indemnification shall not be made for a claim, issue or matter in which the Indemnitee has been found liable to DTE Energy except to the extent the Court conducting the proceeding or another court of competent jurisdiction shall determine upon application that the Indemnitee is fairly and reasonably entitled to indemnification in view of all relevant circumstances whether or not the Indemnitee met the standard of conduct set forth in this paragraph (b) or was so adjudged liable to DTE Energy; provided that if the Indemnitee was adjudged liable, such indemnification is limited to reasonable expenses incurred.
(c) To the extent that the Indemnitee has been successful, on the merits or otherwise, in defense of any action, suit or proceeding referred to in Section 2(a) or 2(b) hereof, or in defense of any claim, issue or matter in the action, suit or proceeding, the Indemnitee shall be indemnified against actual and reasonable expenses, including attorneys' fees incurred by the

Indemnitee in connection with the action, suit or proceeding and an action suit or proceeding brought to enforce the mandatory indemnification provided in this Section.
(d) Any indemnification under Section 2(a) or 2(b) (unless ordered by a court) shall be made by DTE Energy only as authorized in the specific case upon a determination in accordance with Section 4 hereof or any applicable provision of the Articles of Incorporation of DTE Energy in effect from time to time, By-Laws, other agreement, resolution or otherwise. Such determination shall be made (i) by a majority vote of a quorum of the Board of Directors of DTE Energy ("DTE Energy Board") consisting of directors who are not parties or threatened to be made parties to such action, suit or proceeding or (ii) if such a quorum is not obtainable, by a majority vote of a committee duly designated by DTE Energy Board consisting solely of two or more directors not at the time parties or threatened to be made parties to the suit, action, or proceeding or (iii) by independent legal counsel (designated in the manner provided below in this subsection (d)) in a written opinion or (iv) by all independent directors who are not parties to such action, suit or proceeding or (v) by the shareholders of DTE Energy (the "Shareholders"), but shares held by directors, officers, employees or agents who are parties or threatened to be made parties to the action suit or proceeding may not be voted. Independent legal counsel shall be designated by DTE Energy Board or its Committee in the manner prescribed in Section 2(d)(i) or 2(d)(ii); provided, however, that if DTE Energy Board is unable or fails to so designate, such designation shall be made by the Indemnitee subject to the approval of DTE Energy (which approval shall not be unreasonably withheld). In the designation of a committee under subsection 2(d)(ii) or the selection of independent legal counsel by DTE Energy Board, all directors may participate. Independent legal counsel shall not be any person or firm who, under

the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either DTE Energy or the Indemnitee in an action to determine the Indemnitee's rights under this Agreement. DTE Energy agrees to pay the reasonable fees and expenses of such independent legal counsel and to indemnify fully such counsel against costs, charges and expenses (including attorneys' and others' fees and expenses) actually and reasonably incurred by such counsel in connection with this Agreement or the opinion of such counsel pursuant hereto.
(e) If the Indemnitee is entitled to indemnification under Section 2(a) or 2(b) for a portion of expenses, including reasonable attorneys' fees, judgments, penalties, fines and amounts paid in settlement, but not for the total amount, DTE Energy shall indemnify the Indemnitee for the portion of the expenses, judgments, penalties, fines or amounts paid in settlement for which the Indemnitee is entitled to be indemnified.
(f) DTE Energy shall pay or reimburse the reasonable expenses (including attorneys' and others' fees and expenses) incurred by the Indemnitee in the Indemnitee's capacity as a director or officer of DTE Energy who is a party or threatened to be made a party to an action, suit or proceeding in advance of the final disposition of such action, suit or proceeding subject to the provisions of and in the manner prescribed by
Section 4(b) hereof.
(g) DTE Energy shall not adopt any amendment to the Articles or By-Laws the effect of which would be to deny, diminish or encumber the Indemnitee's rights to indemnity pursuant to the Articles, By-Laws, the Business Corporation Act of the State of Michigan (the "BCA") or any other applicable law as applied to any act or failure to act occurring in whole or in part prior to the date (the "Effective Date") upon which the amendment was approved by DTE Energy Board or the Shareholders, as the case may be. In the event that DTE Energy shall adopt

any amendment to the Articles or By-Laws the effect of which is to so deny, diminish or encumber the Indemnitee's rights to indemnity, such amendment shall apply only to acts or failures to act occurring entirely after the Effective Date thereof unless the Indemnitee shall have voted in favor of such adoption as a director or holder of record of DTE Energy's voting stock, as the case may be.
(h) Upon application to a court by the Indemnitee pursuant to Section 564c of the BCA, and a determination of such court that the Indemnitee is fairly and reasonably entitled to indemnification, DTE Energy shall pay to the Indemnitee the amount so ordered by the court.
3. Additional Indemnification.
(a) Pursuant to Section 565 of the BCA, without limiting any right which the Indemnitee may have pursuant to Section 2 hereof, the Articles, the By-Laws, the BCA, any policy of insurance or otherwise, but subject to the limitations on the maximum permissible indemnity which may exist under applicable law at the time of any request for indemnity hereunder determined as contemplated by Section 3(a) hereof, DTE Energy shall indemnify the Indemnitee against any amount which the Indemnitee is or becomes legally obligated to pay relating to or arising out of any claim made against the Indemnitee because of any act, failure to act or neglect or breach of duty, including any actual or alleged error, misstatement or misleading statement, which the Indemnitee commits, suffers, permits or acquiesces in while acting in such capacity as an officer or director of DTE Energy, or, at the request of DTE Energy, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The payments which DTE Energy is obligated to make pursuant to this Section 3 shall include without limitation damages, judgments, settlements and charges, costs, expenses,

expenses of investigation and expenses of defense of legal actions, suits, proceedings or claims and appeals therefrom, and expenses of appeal, attachment or similar bonds; provided, however, that DTE Energy shall not be obligated under this Section 3(a) to make any payment in connection with any claim against the Indemnitee:
(i) to the extent of any fine or similar governmental imposition which DTE Energy is prohibited by applicable law from paying which results from a final, nonappealable order; or
(ii) to the extent based upon or attributable to the Indemnitee gaining in fact a personal profit to which the Indemnitee was not legally entitled, including without limitation profits made from the purchase and sale by the Indemnitee of equity securities of DTE Energy which are recoverable by DTE Energy pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended, and profits arising from transactions in publicly traded securities of DTE Energy which were effected by the Indemnitee in violation of Section 10(b) of the Securities Exchange Act of 1934, as amended, including Rule l0b-5 promulgated thereunder. The determination of whether the Indemnitee shall be entitled to indemnification under this Section 3(a) may be, but shall not be required to be, made in accordance with Section 4(a) hereof. If that determination is so made, it shall be binding upon DTE Energy and the Indemnitee for all purposes.
(b) Expenses (including without limitation attorneys' and others' fees and expenses) incurred by Indemnitee in defending any actual or threatened civil or criminal action,

suit, proceeding or claim shall be paid by DTE Energy in advance of the final disposition thereof as authorized in accordance with Section 4(b) hereof.

4. Certain Procedures Relating to Indemnification and Advancement of Expenses.
(a) Except as otherwise permitted or required by the BCA, for purposes of pursuing the Indemnitee's rights to indemnification under
Section 2(a), 2(b) or 3(a) hereof, as the case may be, the Indemnitee may, but shall not be required to, (i) submit to DTE Energy Board a sworn statement of request for indemnification substantially in the form of Exhibit 1 attached hereto and made a part hereof (the "Indemnification Statement") averring that the Indemnitee is entitled to indemnification hereunder; and (ii) present to DTE Energy reasonable evidence of all expenses for which payment is requested. Submission of an Indemnification Statement to DTE Energy Board shall create a presumption that the Indemnitee is entitled to indemnification under
Section 2(a), 2(b) or 3(a) hereof, as the case may be, and DTE Energy Board shall be deemed to have determined that the Indemnitee is entitled to such indemnification unless within 30 calendar days after submission of the Indemnification Statement DTE Energy Board shall determine by vote of a majority of the directors at a meeting at which a quorum is present, based upon clear and convincing evidence (sufficient to rebut the foregoing presumption), and the Indemnitee shall have received notice within such period in writing of such determination, that the Indemnitee is not so entitled to indemnification. No such determination shall be effective unless written notice thereof, disclosing with particularity the evidence in support of DTE Energy Board's determination, shall have been given to the Indemnitee within 30 calendar days after submission of the Indemnification Statement. The foregoing notice shall be sworn to by all persons who participated in the determination and voted to deny indemnification. The provisions of this Section 4(a) are intended to be procedural only and shall not affect the right of the Indemnitee to indemnification under this Agreement, and any determination by DTE Energy

Board that the Indemnitee is not entitled to indemnification and any failure to make the payments requested in the Indemnification Statement shall be subject to judicial review as provided in Section 6 hereof.
(b) For purposes of determining whether to authorize advancement of expenses pursuant to Section 2(e) hereof, the Indemnitee shall submit to DTE Energy Board a sworn statement of request for advancement of expenses substantially in the form of Exhibit 2 attached hereto and made a part hereof (the "Undertaking"), averring that (i) the Indemnitee, in good faith, believes that the applicable standards of conduct set forth in Section 2(a), 2(b) or 3(a), as the case may be, have been met, (ii) the Indemnitee has reasonably incurred or will reasonably incur actual expenses in defending an actual civil or criminal action, suit, proceeding or claim and (iii) the Indemnitee undertakes to repay such amount if it shall ultimately be determined that the Indemnitee did not meet the applicable standard of conduct or is not entitled to be indemnified by DTE Energy under this Agreement or otherwise. For purposes of requesting advancement of expenses pursuant to Section 3(b) hereof, the Indemnitee may, but shall not be required to, submit an Undertaking or such other form of request as the Indemnitee determines to be appropriate (an "Expense Request"). Upon receipt of an Undertaking or Expense Request, as the case may be, such payments shall immediately be made by DTE Energy provided that a determination is made that facts then known to those making the determination would not preclude indemnification under the BCA. Such determination shall be made within 10 calendar days of the date of receipt by DTE Energy of the Expense Request and shall be made in the manner specified in
Section 2(d). No security shall be required in connection with any

Undertaking or Expense Request and any Undertaking or Expense Request shall be accepted without reference to the Indemnitee's ability to make repayment.
5. Subrogation; Duplication of Payments.
(a) In the event of payment under this Agreement, DTE Energy shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee, who shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable DTE Energy effectively to bring suit to enforce such rights.
(b) DTE Energy shall not be liable under this Agreement to make any payment in connection with any claim made against the Indemnitee to the extent the Indemnitee has actually received payment (under any insurance policy, the Articles, the By-Laws or otherwise) of the amounts otherwise payable hereunder.
6. Enforcement.
(a) If a claim for indemnification made to DTE Energy pursuant to Section 4 hereof is not paid in full by DTE Energy within 30 calendar days after a written claim has been received by DTE Energy, the Indemnitee may at any time thereafter bring suit against DTE Energy to recover the unpaid amount of the claim.
(b) In any action brought under Section 6(a) hereof, it shall be a defense to a claim for indemnification pursuant to Section 2(a) or 2(b) hereof that the Indemnitee has not met the standards of conduct which make it permissible under the BCA for DTE Energy to indemnify the Indemnitee for the amount claimed, but the burden of proving such defense shall be on DTE Energy. Neither the failure of DTE Energy (including DTE Energy Board, independent legal

counsel or the Shareholders) to have made a determination prior to commencement of such action that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in the BCA, nor an actual determination by DTE Energy (including DTE Energy Board, independent legal counsel or the Shareholders) that the Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the Indemnitee has not met the applicable standard of conduct.
(c) It is the intent of DTE Energy that the Indemnitee not be required to incur the expenses associated with the enforcement of the Indemnitee's rights under this Agreement by litigation or other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Indemnitee hereunder. Accordingly, if it should appear to the Indemnitee that DTE Energy has failed to comply with any of its obligations under the Agreement or in the event that DTE Energy or any other person takes any action to declare this Agreement void or unenforceable, or institutes any action, suit or proceeding designed (or having the effect of being designed) to deny, or to recover from, the Indemnitee the benefits intended to be provided to the Indemnitee hereunder, DTE Energy irrevocably authorizes the Indemnitee from time to time to retain counsel of the Indemnitee's choice, at the expense of DTE Energy as hereafter provided, to represent the Indemnitee in connection with the initiation or defense of any litigation or other legal action, whether by or against DTE Energy or any director, officer, stockholder or other person affiliated with DTE Energy, in any jurisdiction. Regardless of the outcome thereof, DTE Energy shall pay and be solely responsible for any and all costs, charges and expenses, including without limitation attorneys' and others' fees and expenses,

reasonably incurred by the Indemnitee (i) as a result of DTE Energy's failure to perform this Agreement or any provision thereof or (ii) as a result of DTE Energy or any person contesting the validity or enforceability of this Agreement or any provision thereof as aforesaid.
7. Merger or Consolidation. In the event that DTE Energy shall be a constituent corporation in a consolidation, merger or other reorganization, DTE Energy, if it shall not be the surviving, resulting or other corporation therein, shall require as a condition thereto the surviving, resulting or acquiring corporation to agree to indemnify the Indemnitee to the full extent provided in this Agreement. Whether or not DTE Energy is the resulting, surviving or acquiring corporation in any such transaction, the Indemnitee shall also stand in the same position under this Agreement with respect to the resulting, surviving or acquiring corporation as the Indemnitee would have with respect to DTE Energy if its separate existence had continued.
8. Nonexclusivity and Severability.
(a) The right to indemnification provided by this Agreement shall not be exclusive of any other rights to which the Indemnitee may be entitled under the Articles, By-Laws, the BCA, any other statute, insurance policy, agreement, vote of shareholders or of directors or otherwise, both as to actions in the Indemnitee's official capacity and as to actions in another capacity while holding such office, and shall continue after the Indemnitee has ceased to be a director, officer, employee or agent and shall inure to the benefit of the Indemnitee's heirs, executors and administrators.
(b) If any provision of this Agreement or the application of any provision hereof to any person or circumstances is held invalid, unenforceable or otherwise illegal, the

remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected, and the provision so held to be invalid, unenforceable or otherwise illegal shall be reformed to the extent (and only to the extent) necessary to make it enforceable, valid and legal.
9. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Michigan, without giving effect to the principles of conflict of laws thereof.
10. Modification; Survival. This Agreement contains the entire agreement of the parties relating to the subject matter hereof. This Agreement may be modified only by an instrument in writing signed by both parties hereto. The provisions of this Agreement shall survive the death, disability, or incapacity of the Indemnitee or the termination of the Indemnitee's service as a an officer or director of DTE Energy and shall inure to the benefit of the Indemnitee's heirs, executors and administrators.
11. Certain Terms. For purposes of this Agreement, references to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on Indemnitee with respect to any employee benefit plan; and references to "serving at the request of DTE Energy" shall include any service as a director, officer, employee or agent of DTE Energy which imposes duties on, or involves services by, the Indemnitee with respect to an employee benefit plan, its participants or beneficiaries; references to the masculine shall include the feminine and vice versa; references to the singular shall include the plural and vice versa; and if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan the Indemnitee shall

be deemed to have acted in a manner "not opposed to the best interests of DTE Energy" as referred to herein.

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first above written.

DTE ENERGY COMPANY

INDEMNITEE

STATE OF MICHIGAN                                      )
                                                       )   SS
COUNTY OF _____________________________________        )

I, _______________________, being first duly sworn, do depose and say as follows:

1. This Indemnification Statement is submitted pursuant to the Indemnification Agreement, dated as of ________, 1995, between DTE Energy Company, a Michigan corporation ("DTE Energy"), and the undersigned.

2. I am requesting indemnification against charges, costs, expenses (including attorneys' and others' fees and expenses), judgments, fines and amounts paid in settlement, all of which (collectively, "Liabilities") have been or will be incurred by me in connection with an actual or threatened action, suit, proceeding or claim to which I am a party or am threatened to be made a party.

3. With respect to all matters related to any such action, suit, proceeding or claim, I am entitled to be indemnified as herein contemplated pursuant to the aforesaid Agreement.

4. Without limiting any other rights which I have or may have, I am requesting indemnification against Liabilities which have arisen or may arise out of

Subscribed and sworn to before me, a Notary Public in and for said County and State, this ______ day of __________, 19__.

[Seal] _______________________________

My commission expires the _______ day of _________, 19__.

EXHIBIT 2

UNDERTAKING

STATE OF MICHIGAN )

) SS

COUNTY OF __________ )

I, _______________________, being first duly sworn do depose and say as follows:

1. This Undertaking is submitted pursuant to the Indemnification Agreement (the "Agreement"), dated as of _____, between DTE Energy Company, a Michigan corporation ("DTE Energy"), and the undersigned.

2. I am requesting advancement of certain costs, charges and expenses which I have incurred or will incur in defending an actual or pending civil or criminal action, suit, proceeding or claim.

3. I affirm my good faith belief that I meet the applicable standard of conduct set forth in Section 2(a), 2(b) or 3(a) of the Agreement.

4. I hereby undertake to repay this advancement of expenses if it shall ultimately be determined that I did not meet the applicable standard of conduct or am not entitled to be indemnified by DTE Energy under the aforesaid Agreement or otherwise.

5. My undertaking to repay is my unlimited general obligation.

6. The costs, charges and expenses for which advancement is requested are, in general, all expenses related to ________________________.

Subscribed and sworn to before me, a Notary Public in and for said County and State, this ____ day of __________, 19__.

[Seal] ___________________________

My commission expires the ______ day of __________, 19__.

EXHIBIT 3L(*10.3)

THE DETROIT EDISON COMPANY ("COMPANY")

SHAREHOLDER VALUE IMPROVEMENT PLAN - A
OFFICIAL PLAN DOCUMENT
(POSITIONS OF VICE PRESIDENT AND ABOVE)

A PART OF THE COMPANY-WIDE PROGRAM TO INCREASE SHAREHOLDER VALUE.

AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 1996

SHAREHOLDER VALUE IMPROVEMENT PLAN-A
AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 1996

OVERVIEW

The Shareholder Value Improvement Plan - A (Plan) is designed to encourage continued improvement in performance and operating results. The Plan's ultimate objective is to increase shareholder value. It provides a method for senior levels of management to share in the added value that they create by contributing to corporate performance improvement.

The Plan provides for possible financial awards to eligible members of senior management if specified annual corporate and organizational unit goals are achieved and is intended to motivate senior levels of management toward taking actions that have long-term performance outcomes which improve shareholder value. For Plan years 1991, 1992 and 1993, a portion of approved awards was deferred for a specified period of time. Commencing with the 1996 Plan Year, recipients of Plan awards will be permitted, under specified conditions, to defer the payment of awards.

The Plan measures calendar year performance. The current year's standards and requirements will be communicated annually.

ADMINISTRATION

The Organization and Compensation Committee (Committee) of the Board of Directors is Plan Administrator with responsibility for the administration of the Plan. The Committee has the authority to interpret the provisions of the Plan and prescribe any regulations relating to its administration. The decisions of the Committee with respect thereto shall be conclusive.

The Committee, on an annual basis, will review and if appropriate, recommend to the Board of Directors for approval, the specific criteria for eligibility, the type and timing of awards and the manner of payment of awards (current and/or deferred), the performance measures and related weights to be used in computing award amounts for Plan Years 1991, 1992, 1993 and 1994 and the Performance Fund for Plan year 1995 and thereafter and the

performance levels for each performance measure. The Board of Directors reserves the right to amend, suspend or terminate the Plan at any time (See "Awards").

Current awards calculated under the terms of the Plan are not payable until such time as the Board's approval has been granted. The Board of Directors reserves the right to reduce or cancel any awards that might otherwise be made if in its sole discretion it determines that the performance achieved is not indicative of an improvement in shareholder value. If such a determination is made, the Plan may be canceled or substantially modified with the result of terminating or decreasing any awards that might otherwise be made hereunder.

The Treasurer will be responsible for making award payments, for establishing and maintaining the equity and deferred accounts for award recipients, and for maintaining all necessary records regarding the valuation and payment of awards.

The Vice President-Human Resources will assist the Committee in the development, administration and communication of the Plan.

ELIGIBILITY

Only those individuals that hold and actively perform (where "hold and actively perform" excludes all temporary assignments, all step-up assignments and lengthy periods of absences) in positions of Vice President or above who receive at least a "satisfactory" or "solid" performance appraisal for the applicable calendar year will be eligible to participate in the Plan. The Board of Directors may at any time specify additional positions that may be eligible to participate in the Plan.

Any person who is elected to an eligible position in The Detroit Edison Company will become eligible to participate in the Plan provided, however, that any such participant must hold, and actively perform in, one or more eligible positions for a total of at least seven months during a Plan year to receive any award under the Plan. Employes are not eligible to participate in the Plan if they are eligible to participate in any other Company

incentive program (other than the Long Term Incentive Plan to be submitted to Common Shareholders for approval in April 1995).

Exceptions to the eligibility criteria may be authorized by the Board of Directors.

Participation in the Plan does not guarantee continued employment with the Company.

AWARD OPPORTUNITY

For Plan years 1991, 1992, 1993 and 1994, awards were calculated as a percent of pay based on the achievement of specific performance measures. Each performance measure was assigned performance levels and weights. The amount of an award was dependent upon the achieved level of performance, the associated weight and the applicable award opportunity percentage.

For Plan years 1991, 1992, 1993 and 1994, the award opportunity percentage that applied to participants was determined by the eligible position that each applicable participant held and actively performed for at least seven months during the calendar year (Plan year). If during a calendar year participants held and actively performed in different eligible positions for a total of at least seven months, their award was calculated at the award level for the lowest eligible position they held provided that they did not hold and actively perform in a single eligible position for at least seven months, in which event the eligible position held for seven months was used for purposes of the Plan.

Effective with the 1995 Plan year, awards, if any, will be payable from a fund ("Performance Fund") established by multiplying the base salary (including applicable amounts deferred under Company-sponsored benefit plans) of otherwise eligible members of senior management by a percent based upon the achievement of specific performance measures. (For purposes of the Performance Fund, base salary is defined as being the sum of the base salary of all otherwise eligible members of senior management who performed in one or more senior management positions for a total of at least seven months during the applicable calendar year which is also a Plan year.)

PERFORMANCE MEASURES, LEVELS AND WEIGHTS

The measures of performance and weight applicable to each Plan year will be communicated annually to all eligible employes.

AWARDS

Award amounts for 1991, 1992, 1993 and 1994 were calculated with reference to the base salary paid during the applicable calendar year including certain amounts deferred under Company-sponsored benefit plans. Effective with the 1995 Plan year, award amounts will be payable from the Performance Fund and will be granted, in the sole discretion of the Board of Directors, to otherwise eligible members of senior management, in such amounts, if any, as are determined to be appropriate by the Board of Directors.

For Plan years 1991, 1992, 1993 and 1994, if an otherwise eligible participant met the eligibility criteria but terminated employment and the termination was due to disability (where disability is defined as being eligible to receive a benefit under the Company's Long Term Disability Plan) or retirement (where retirement is defined as a resignation at age 55 or older and with at least 10 years of Company service or at age 65 or older) or died, such otherwise eligible participant remained eligible for a prorated award for the applicable Plan year.

Awards under the Plan are not considered compensation for purposes of the Company's qualified and non-qualified savings plans, the Company's qualified and non-qualified retirement plans, insurance or any other Company-sponsored qualified or non-qualified employe benefit programs.

See "Forfeiture" herein.

AWARD CALCULATION

For Plan years 1991, 1992, 1993 and 1994, award amounts were calculated by multiplying a participant's base salary (as defined previously in "Awards") by the award percentage approved by the Board of Directors. Effective with the 1995 Plan year, awards, if any, will be payable from the Performance Fund in such amounts as deemed appropriate by the Board of Directors.

AWARD PAYMENT

For Plan years 1991, 1992 and 1993, fifty percent (50%) of annual awards were paid as soon as practicable following approval by the Board of Directors. Effective with the 1994 Plan year, annual awards, if any, will be paid as soon as practicable following approval by the Board of Directors unless deferred as permitted herein.

Effective with the 1996 Plan year, members of senior management will be permitted to defer the payment of 50% to 100% of an approved award for a period of from one to five years ("Deferred Awards"). A Deferred Award Account will be established for each

award recipient with a timely Deferral Notice on file with the Company. Deferrals must be irrevocably submitted prior to the commencement of the Plan year during which the services giving rise to the award will be performed on a form ("Deferral Notice") to be furnished by the Company. For example, a Deferral Notice for an award to be based on 1996 performance must be filed with the Company by the end of 1995. Once filed with the Company, the Deferral Notice may not be changed or revoked.

For Plan years 1991, 1992 and 1993, fifty percent (50%) of the annual awards were converted to equity units and deferred for a three-year period. This deferred portion of the approved award was deemed to be invested, prior to January 1, 1996, in Company Common Stock, and, effective January 1, 1996, in the common stock of DTE Energy Company (the common stock of the Company and of DTE Energy Company, as applicable, are referred to herein as "Common Stock"), by converting the award into equity units equal in value to the average of the high and low sales prices of Detroit Edison Common Stock as listed in the Wall Street Journal for the New York Stock Exchange Composite Tape, on the last business day on which such stock was traded in the Plan year to which the award related. Equity units were credited to each participant's unfunded equity account as described in the section entitled "Equity Units".

See "Forfeiture" herein.

EQUITY UNITS

For Plan years 1991, 1992 and 1993, unfunded equity accounts were created for each participant and fifty percent (50%) of the approved award was converted into equity units. Subsequently, as dividends were and are paid on Common Stock, a dividend was and will be deemed to be paid on each equity unit in an amount equal to the dividend which is declared and paid on the Common Stock. Deemed dividends have been and will be converted to equity units equal in value to the average of the high and low sales prices of the Common Stock as listed in the Wall Street Journal for the New York Stock Exchange Composite Tape on the dividend payment date, or if such day was not or is not a business day, on the business day immediately preceding the dividend date. Equity units created

as a result of deemed dividends have been and will be credited to each participant's unfunded equity account as of the dividend payment date, or if such day was or is not a business day, on the business day immediately preceding the dividend date.

The value of equity units is subject to appreciation and depreciation depending upon the trading price of the Common Stock as listed in the Wall Street Journal for the New York Stock Exchange Composite tape.

DEFERRED AWARD ACCOUNTS

Effective for Plan Year 1996 and thereafter, Deferred Award Accounts will be established for each recipient with a timely Deferral Notice on file as soon as practicable following Board approval of an award. Amounts in Deferred Award Accounts will be deemed to earn interest at a rate calculated on the last business day of each month with reference to the Five-Year United States Treasury Bond rate, as reported in a nationally-recognized financial service.

Deferred Awards, including deemed earnings thereon, will be payable as soon as practicable in the calendar year selected by an award recipient in the Deferral Notice. In the event that a participant with a Deferred Account dies, retires or terminates employment with the Company and its Affiliates prior to the time established for payment in the Deferral Notice, such participant's Deferred Account, plus earnings thereon, shall be paid to such participant or participant's designated beneficiary as soon as possible thereafter. For purposes of the Plan, the term "Affiliate" shall mean any parent of the Company or any entity in which the Company or any parent of the Company directly or indirectly beneficially owns more than 50% of the voting securities.

EQUITY ACCOUNT PAYMENTS

The value of the equity units established for Plan Years 1991, 1992 and 1993 will be paid to the eligible participant in a lump sum cash payment after the end of the third year following the

year to which the award relates provided the participant is actively employed by the Company or an Affiliate at the end of the third year (December 31) of the three-year award deferral period. (For example, the value of an equity account that is based on the 1992 Plan year is payable as soon as practicable during 1996.) In the event that the participant terminates employment prior to the end of the third year following the year to which the award relates, and the termination is due to disability (where disability is defined as being eligible to receive a benefit under a long-term disability plan of the Company or an Affiliate) or retirement (where retirement is defined as a resignation at age 55 or older and with at least 10 years of service with the Company and its Affiliates or at age 65 or older), the total value of any or all unfunded equity accounts will be converted to cash and paid as soon as practicable in a lump sum cash payment to the participant. In the event that the participant dies, the total value of all unfunded equity account balances will be paid as soon as practicable in a lump sum cash payment.

The value of the unfunded equity account will be determined by multiplying the number of equity units in the account by the average of the high and low sales prices of Common Stock, as listed in the Wall Street Journal for the New York Stock Exchange Composite Tape, on (1) the day the three-year period ends; (2) the day the employe terminates employment due to disability (last day of employment); (3) the day the employe dies (official date of death); or (4) the day the employe retires (last day of employment), as applicable. If the day the three-year period ends or the last day of employment or date of death is not a business day, the deferred award will be valued on the preceding business day. If the date of a participant's termination of employment due to disability or retirement as defined herein or death or the day after such three-year period ends falls within the record date and the associated dividend payment date for the Common Stock, then such dividend will be deemed to be paid on the equity units in the participant's unfunded account. The value of such deemed dividend will be paid in cash.

FORFEITURE

Eligible participants who are discharged or resign from the Company and its Affiliates (except for terminations due to disability or retirement as defined herein or death) prior to the end of the third year following the year to which an award required to be deferred by the Company relates will forfeit the value of the equity units.

Unless the termination is the result of disability, death or by normal or early retirement as defined herein, a participant will forfeit an annual award required to be deferred by the Company if the participant is not actively employed by the Company or an Affiliate at the end of the Plan year (December 31).

Deferred Accounts are not subject to forfeiture.

FUNDING STATUS

Benefits under the Plan including any equity accounts and Deferred Accounts are payable solely from the general assets of the Company and shall remain unfunded and unsecured (under federal income tax laws and Title I of the Employee Retirement Income Security Act of 1974, as amended) during the entire period of the Plan's existence. The participant, the participant's spouse or beneficiary are merely general creditors of the Company and the obligations of the Company hereunder are purely contractual and shall not be funded or secured in any way. If and to the extent the Company chooses to actually invest in any Common Stock, assets acquired by the Company shall remain the sole property of the Company, subject to the claims of its general creditors, and shall not be deemed to form part of the participant's unfunded equity account.

NON-ALIENABILITY AND NON-TRANSFERABILITY

The right of a participant, participant's spouse or beneficiary to payment of any benefit or deferred compensation hereunder shall not be alienated, assigned, transferred, pledged or encumbered and shall not be subject to execution, attachment or similar process. No participant may borrow against the unfunded equity or deferred account established for his or her benefit hereunder. No account

shall be subject in any manner to alienation, sale, transfer, assignment, pledge, encumbrance, charge, garnishment, execution or levy of any kind, whether voluntary or involuntary, including but not limited to any liability which is for alimony or other payments for the support of a spouse or former spouse, or for any other relative of any employe. Any attempted assignment, pledge, levy or similar process shall be null and void and without effect.

BENEFICIARY DESIGNATION

Each eligible participant may name any beneficiary to whom awards under the Plan are to be paid in case of the eligible participant's death before he/she receives an award hereunder. Each designation will revoke all prior designations by the eligible participant and shall be on a form prescribed by the Plan Administrator and will be effective only when filed by the eligible participant with the Treasurer. In the absence of any such designation, awards due shall be paid to the participant's (1) life insurance beneficiary designated by the participant with respect to life insurance maintained by the Company for the benefit of the participant, or, in the absence of a designated life insurance beneficiary, (2) to the participant's estate.

EXHIBIT 3L(*10.6)

THIRD RESTATEMENT OF
THE DETROIT EDISON COMPANY
SAVINGS REPARATION PLAN

The Detroit Edison Company Savings Reparation Plan (the "Plan"), established by The Detroit Edison Company (the "Company") effective May 22, 1989, as amended and restated effective June 27, 1994, and June 26, 1995, is hereby amended and restated as of January 1, 1996, by this Third Restatement.

SECTION I - PURPOSE

The purpose of this Plan is to offer a retirement savings alternative for those eligible executives whose permissible contributions to The Detroit Edison Company Savings & Investment Plan (hereinafter the "Savings & Investment Plan" and "Plan") are subject to the compensation limitation of Section 401(a)(17) of the Internal Revenue Code. The benefits provided under this Plan to any individual shall be separate from and in addition to any benefit provided under the Savings & Investment Plan and any other plan or program maintained by the Company. The amount of benefit under this Plan is to be determined solely in accordance with Section 4 hereof and is not dependent or conditioned on participation in the Savings & Investment Plan. Therefore, this Plan is not intended to and shall not be construed so as to provide the same dollar-for-dollar benefit as a participant would have received under the Savings & Investment Plan if contributions had not been limited by Section
401(a)(17), nor is this Plan intended to compensate an employee for the benefit loss which results if the employee elects not to participate in the Savings & Investment Plan to the full extent permitted thereunder.

SECTION 2 - ELIGIBILITY

Employees of an Employer whose benefits under the Savings & Investment Plan are subject to limitation by the provisions set forth therein to conform to Section 401(a)(17) of the Internal Revenue Code shall be eligible to elect to participate and receive the benefits provided under this Plan. However, if an eligible employee hereunder obtains a hardship distribution under the Savings & Investment Plan, his or her right to elect to participate hereunder shall be suspended for twelve months after receipt of the hardship distribution. In no event shall a person who is not eligible to participate in the Savings & Investment Plan be eligible to elect to participate and receive the benefits provided under this Plan.

SECTION 3 - PARTICIPATION AND AMOUNT OF BENEFITS

(a) Any employee who is eligible to elect to receive the benefits provided under this Plan may participate in this Plan by irrevocably electing to defer 1% to 15% of his or her Basic Compensation, as defined in the Savings & Investment Plan, in excess of the compensation limitations of Section 401(a)(17) of the Internal Revenue Code. Deferrals must be made in whole percents. The amount by which an employee's Basic Compensation exceeds the compensation limitations of
Section 401(a)(17) shall hereinafter be referred to as "excess basic compensation". The amount of compensation which the employee defers hereunder shall hereinafter be referred to as "deferred excess basic compensation".

An election to defer a percentage of excess basic compensation will become effective on January 1 of the calendar year subsequent to the calendar year during which the election is received by the Administrator. An election to defer a percentage of excess basic compensation will remain in effect until an election to change the percentage of excess basic compensation deferred or a revocation of the election becomes effective. An election to change the percentage of excess basic compensation deferred or a revocation of an election to defer a percentage of excess basic compensation will become effective on January 1 of the calendar year subsequent to the calendar year during which the election to change the percentage of excess basic compensation deferred or the revocation of the election is received by the Administrator.

All elections and revocations of elections must be made on forms provided by the Company and will become effective only after they are received by the Administrator. In no event shall an employee be permitted to elect to defer excess basic compensation, to elect to change the percentage of excess basic compensation deferred, or to revoke an election to defer excess basic compensation which has already been earned by the employee. The actual deferral of deferred excess basic compensation will not commence until the employee compensation to date for the calendar year exceeds the compensation limitation of Section 401(a)(17) of the Internal Revenue Code.

Notwithstanding the foregoing, in the first plan year in which a participant becomes eligible to participate in this Plan, the participant may make an election to defer a percentage of excess basic compensation for services to be performed subsequent to the election within 30 days after the employee becomes eligible to participate in this Plan. Such election shall be effective with the pay period

commencing immediately after the election is timely received by the Administrator.

(b) An employee's deferred excess basic compensation will be deemed to be invested in an investment option(s) available to employees under the Savings & Investment Plan. Currently, the Savings & Investment Plan allows participants to invest in the funds listed below:

(a) Fidelity Retirement Money Market Portfolio
(b) Fidelity Intermediate Bond Fund
(c) Fidelity Asset Manager
(d) Fidelity U.S. Equity Index Portfolio
(e) Fidelity Growth & Income Portfolio
(f) Fidelity Magellan Fund
(g) Fidelity ContraFund
(h) Fidelity OTC Portfolio
(i) Fidelity Overseas Fund
(j) Detroit Edison Common Stock Fund

As part of the employee election to defer excess basic compensation, the employee shall make an investment designation, which shall indicate (1) the investment option(s) in which the employee deferred excess basic compensation will be deemed to be invested each month and
(2) the percentage of deferred excess basic compensation to be deemed to be invested in each of the investment options selected each month. The distribution may be 100 percent in one fund, or divided among any combination of the ten funds in multiples of 10 percent, as long as the combination of deemed fund investments equals 100 percent.

Notwithstanding the foregoing, the Employer matching contribution credited to an employee's account each month, pursuant to paragraph
(c) of Section 3 of this Plan, will always be deemed to be invested entirely in the Detroit Edison Common Stock Fund.

If a change in investment options available to participants in the Savings & Investment Plan eliminates an investment option previously selected by a participating employee hereunder as part of his or her deemed investment option, the amount of deferred excess basic compensation which is deemed to be invested (including earnings, if any, deemed to be applicable) in the discontinued investment option on the last business day of the month immediately preceding the date that it is discontinued shall be deemed to be transferred to participating units in the Detroit Edison Common Stock Fund valued as of the last business day of the month immediately preceding the

effective date of the investment option's discontinuance unless, in the opinion of the Savings & Investment Plan Committee (as defined in the Savings & Investment Plan) it is determined that the discontinued investment option has been replaced by an equivalent investment option. In this case, the amount of the employee's excess basic compensation that is deemed to be invested in the discontinued investment option shall be transferred to the equivalent investment option at the time such investment option is discontinued and all additional deferred excess basic compensation that the employee elected to be deemed to be invested in the discontinued investment option shall be deemed to be invested in the investment option determined to be equivalent by the Savings & Investment Plan Committee. In the event that the Savings & Investment Plan Committee has not determined that there is an equivalent investment option with respect to the discontinued investment option, then all additional deferred excess basic compensation that the employee elected to be deemed to be invested in the discontinued investment option shall be deemed to be invested in the Detroit Edison Common Stock Fund and such deemed investment shall continue until the effective date of a change in investment designation which is received by the Administrator pursuant to Section 3(d).

The aforementioned deemed investment options available hereunder are merely intended to serve as tools to measure the value of the amount to be paid to the employee under Section 4 of this Plan. They are not intended to and shall not be construed to require the Employer to make actual investments of the type anticipated by the deemed investment option selected by the employee. If and to the extent the Employer chooses to actually invest in the investment option selected by the employee, any assets acquired by the Employer shall remain the sole property of the Employer subject to the claims of its general creditors and shall not be deemed to form part of the employee account. Notwithstanding anything herein to the contrary, in no event shall anything be done under this Plan by reference to the Savings & Investment Plan which would cause any participating employee to be in constructive receipt of amounts credited to his or her account under this Plan.

(c) An unfunded bookkeeping account will be established and maintained for each participating employee which shall be credited with the employee's deferred excess basic compensation paid as of the last business day of each month. In addition, as of the last business day of the month, the Company will credit an amount to the employee's account equal to fifty cents for each dollar the employee defers of up to eight percent of his or her excess basic compensation for that month. The employee's contribution for that month will be converted into participating units/shares equivalent in value to the corresponding participating units/shares on the last business day of that month in the Savings

& Investment Plan investment option(s) which have been designated by the employee as his or her deemed investment option(s). In the case of the Employer's matching contributions, the amount attributable to that month shall be converted into participating units equivalent in value to participating units on the last business day of that month in the Savings & Investment Plan Detroit Edison Common Stock Fund. The number of participating units/shares (rounded to the nearest hundredth) will be determined by dividing the total amount credited to the employee's account for the month, which is deemed to be invested in an investment option, by the actual value of a participating unit/share in that investment option under the Savings & Investment Plan. The value of the applicable participating unit/share in the Savings & Investment Plan investment option shall be determined on the last business day of the month during which the deferred excess basic compensation to be converted has been credited to the employee's account. Unless otherwise specified herein, the valuation of the employee's unfunded bookkeeping account will follow the procedures utilized by the Savings & Investment Plan Trustee in determining the valuation of contributions and investments in the Savings & Investment Plan.

(d) Subject to the procedures identified in Section 3(b) hereof, an investment designation made by an employee will remain in effect until changed by the employee. The employee may change his or her investment designation by giving written notice to the Administrator on a form provided for such purpose. A change of an investment designation may be made once each calendar quarter. The participant must designate whether the change applies (1) to amounts already credited to the participant's account, (2) to the participant's future contributions to the Plan or (3) to the amounts already credited to the participant's account and to the participant's future contributions to the Plan. A change of an investment designation shall be effective on the last business day of the month during which written notice of such change is received by the Administrator.

SECTION 4 - PAYMENT OF BENEFITS

(a) An employee's unfunded bookkeeping account will be valued upon termination of employment with the Employer and all Affiliates. The account value will be determined by multiplying the number of participating units/shares in the employee account relative to each investment option in which the employee deferred excess basic compensation and the Employer's matching contribution have been deemed to have been invested by the value of a participating unit/share in the applicable investment option of the Savings & Investment Plan

in which the deferred excess basic compensation and the Employer's matching contribution have been deemed to have been invested. The value of the participating units/shares in this Plan shall be determined on the business day preceding the day on which termination of employment occurs. The account will be distributed to the employee in one lump-sum payment as soon as practicable, but no later than 30 days, after the employee's termination of employment.

(b) In the event that an employee receives an assessment of income taxes from the Internal Revenue Service which treats any amount in the employee's unfunded bookkeeping account as being includible in such employee's gross income prior to actual payment under Section 4(a) hereof, the Employer shall pay an amount equal to such income taxes to such employee within thirty days after the Company receives written notice from such employee of such assessment, and such employee's unfunded bookkeeping account shall be reduced by an amount equal to such income taxes.

(c) Each payment under the Plan shall be reduced by any federal, state, or local income taxes which the Company determines should be withheld from such payment.

(d) An employee may name any beneficiary or beneficiaries (subject to restrictions imposed by law, if any) to whom amounts credited to his or her account under this Plan are to be paid in case of the employee's death before the employee receives all amounts credited to his or her account. Each designation will revoke all prior designations by the employee, shall be on a form prescribed by the Company and will be effective only when received by the Administrator. In the absence of any such designation, the unpaid amount in an employee's account at the time of the employee's death shall be paid to the employee's estate.

(e) An employee will not be permitted to defer excess basic compensation and will not be credited with the Employer's matching contribution for a month unless he or she is employed by the Employer on the last business day of the month. Therefore, if an employee terminates employment with the Employer prior to the last business day of the month, the employee shall receive what would have been that month's deferred excess basic compensation in his or her final paycheck and will not receive any matching contribution from the Employer for the month of termination of employment.

(f) The amount of each employee's excess basic compensation which he or she elects to defer under the plan shall be deemed to be compensation for the purpose of calculating the amount of an employee's benefits or contributions under a pension or a retirement plan qualified under
Section 401(a) of the Internal Revenue Code, and under any non-qualified deferred compensation arrangements maintained by the, Employer except to the extent specifically provided to the contrary in any such plan.

(g) Benefits under this Plan shall be payable to or in respect of an Employer's former employees solely from the general assets of such Employer; provided, however, that no provisions of the Plan shall preclude an Employer from segregating assets which are intended to be a source for payment of benefits under the Plan. The Plan shall remain unfunded during the entire period of its existence for purposes of the Federal income tax laws and Title I of ERISA. The Company intends that this Plan be maintained primarily for a select group of management or highly compensated employees.

SECTION 5 - RIGHTS OF EMPLOYEES

Except to the extent provided in Section 7 herein below, no employee or an employee's spouse or beneficiary shall at any time have any vested right to receive the benefits provided by this Plan. An employee, employee's spouse or beneficiary shall not have any interest in the deferred excess basic compensation or monthly award credited to his or her unfunded bookkeeping account until such account is distributed in accordance with the Plan. All deferred excess basic compensation and any other amounts otherwise credited to the unfunded bookkeeping account of an employee under the Plan shall remain the sole property of the Employer, subject to the claims of its general creditors and available for its use for whatever purposes are desired. The employee, employee's spouse or beneficiary is merely a general unsecured creditor of the Employer and the obligation of the Employer hereunder is purely contractual and shall not be funded or secured in any way.

The right of an employee, employee's spouse or beneficiary to payment of any benefit or deferred compensation hereunder shall not be alienated, assigned, transferred, pledged or encumbered and shall not be subject to execution, attachment or similar process. No employee may borrow against the unfunded bookkeeping account established for his or her benefit hereunder. No account shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, charge, garnishment, execution or levy of any kind, whether voluntary or involuntary, including but not limited to any liability which is for alimony or other payments for the support of a spouse or former spouse, or for any other relative of any employee. Any

attempted assignment, pledge, levy or similar process shall be null and void and without effect.

Employees who participate in this Plan assume the risks associated with fluctuations in the value of all deemed investment options, including the Fidelity Retirement Money Market Portfolio, Fidelity Intermediate Bond Fund, Fidelity Asset Manager, Fidelity U.S. Equity Index Portfolio, Fidelity Growth & Income Portfolio, Fidelity Magellan Fund, Fidelity ContraFund, Fidelity OTC Portfolio, Fidelity Overseas Fund, and Detroit Edison Common Stock Fund.

SECTION 6 - ADMINISTRATION; ARBITRATION

(a) This Plan shall be administered by the Director of Benefit Plan Administration of the Company (the "Administrator") as an unfunded plan which is not intended to meet the qualification requirements of
Section 401 of the Internal Revenue Code. The Administrator's decisions in all matters involving the interpretation, application and administration of this Plan shall be conclusive.

(b) The Plan shall at all times be maintained by the Company and administered by the Administrator as a plan wholly separate from the Savings & Investment Plan, and any other plan or program maintained by the Company.

(c) For purposes of the Plan, "Employer" shall mean the Company and any Affiliate which has adopted the Plan with the approval of the Chairman of the Board of Directors and Chairman of the board of directors of the Affiliate (such an Affiliate is referred to hereinafter as a "Participating Affiliate"). As a condition to participating in the Plan, such Affiliate shall authorize the Chairman of the Board of Directors and the Administrator to act for it in all matters arising under the Plan and shall agree to comply with such other terms and conditions as may be imposed by the Chairman of the Board of Directors. Where the context requires in respect of the liability for the payment of any benefit to an employee or beneficiary thereof, the term "Employer" shall mean the Employer employing or who employed such employee. Unless otherwise defined herein, all defined terms shall have the same meaning as provided under the Savings & Investment Plan. All corporate officers and other administrative personnel referred to herein refer to officers and administrative personnel of the Company.

(d) Notwithstanding Section 6(a) hereof, in the event of any dispute, claim, or controversy (hereinafter referred to as a "Grievance") between an employee who is eligible to elect to receive the benefits provided under this Plan and the

Employer with respect to the payment of benefits to such employee under this Plan, the computation of benefits under this Plan, or any of the terms and conditions of this Plan, such Grievance shall be resolved by arbitration in accordance with this Section 6(d).

(1) Arbitration shall be the sole and exclusive remedy to redress any Grievance.

(2) The arbitration decision shall be final and binding, and a judgment on the arbitration award may be entered in any court of competent jurisdiction and enforcement may be had according to its terms.

(3) The arbitration shall be conducted by the American Arbitration Association with the Commercial Arbitration Rules of the American Arbitration Association and expenses of the arbitrators and the American Arbitration Association shall borne by the Company. Neither the Company nor such employee shall be entitled to attorneys' fees, expert witness fees, or other expenses expended in the course of such arbitration or the enforcement of any award rendered thereunder.

(4) The place of the arbitration shall be the offices of the American Arbitration Association in the Detroit Metropolitan area, Michigan.

(5) The arbitrator(s) shall not have the jurisdiction or authority to change any of the provisions of this Plan by alteration of, addition to, or subtraction from the terms thereof. The arbitrator(s)' sole authority shall be to apply any terms and conditions of this Plan. Since arbitration is the exclusive remedy with respect to any Grievance, no employee eligible to receive benefits provided under this Plan has the right to resort to any federal court, state court, local court, or administrative agency concerning breaches of any terms and provisions hereunder, and the decision of the arbitrator(s) shall be a complete defense to any suit, action, or proceeding instituted in any federal court, state court, local court, or administrative agency by such employee or the Company with respect to any Grievance which is arbitrable as herein set forth.

(6) The arbitration provisions shall, with respect to any Grievance, survive the termination of this Plan.

SECTION 7 - AMENDMENT AND DISCONTINUANCE

The Company expects to continue this Plan indefinitely, but reserves the right to amend or discontinue the Plan. The Vice President - Human Resources, or, should the Vice President - Human Resources become a Participant in this Plan, the Manager - Human Resources Operations, shall review the Plan from time to time and as part of such review is hereby directed and authorized to amend such Plan to the extent necessary for ease of administration and/or to comply with applicable federal and state laws. If the Plan should be amended or discontinued, the Employer shall be liable for any benefits that have accrued under this Plan (determined on the basis of each employee's presumed termination of employment as of the date of such amendment or discontinuance) as of the date of such action.

Any Participating Affiliate may as to itself withdraw from the Plan at any time by action of the Chairman of its board of directors. In the event of the dissolution, merger, consolidation or reorganization of a Participating Affiliate, the Plan shall terminate as to such Participating Affiliate unless the Plan is continued by a successor thereto (subject to the consent of the Chairman of the Board of Directors).

EXHIBIT 3L(*10.9)

THIRD RESTATEMENT OF
THE RETIREMENT REPARATION PLAN
FOR CERTAIN EMPLOYEES OF
THE DETROIT EDISON COMPANY

The Retirement Reparation Plan for Certain Employees of The Detroit Edison Company (the "Plan"), established by The Detroit Edison Company (the "Company") effective January 1, 1989, as amended and restated effective May 22, 1989, and June 26, 1995, is hereby amended and restated as of January 1, 1996 by this Third Restatement.

SECTION 1 - PURPOSE

The sole purpose of this Plan is to assure that all eligible persons who become eligible to and do receive benefits under the Employees' Retirement Plan of The Detroit Edison Company (the "Retirement Plan") will receive the same aggregate dollar amount of benefits (after taking into account any benefits such persons are eligible to receive under the Benefit Equalization Plan for Certain Employees of The Detroit Edison Company (the "BEP")) as they would have received under the Retirement Plan, but for the limitations on contributions and benefits imposed from time to time by the compensation limitation of
Section 401(a)(17) of the Internal Revenue Code, whether such limitations result solely from the application of Section 401(a)(17) of the Internal Revenue Code or result from the combination of the application of Section 401(a)(17) of the Internal Revenue Code and the application of the limitations on contributions and benefits imposed from time to time by Section 415 of the Internal Revenue Code. This Plan is not intended to and shall not be construed so as to provide any person receiving benefits under the Retirement Plan, the BEP, if applicable, and this Plan, if applicable, with benefits in the aggregate which are either larger or smaller than the benefit which would result from the calculation made under the applicable provisions of the Retirement Plan, and the BEP, if applicable, without giving effect to or recognition of the contribution and benefit limitation provisions of Section 401(a)(17) of the Internal Revenue Code, whether such limitations result solely from the application of Section 401(a)(17) of the Internal Revenue Code or result from the combination of the application of Section 401(a)(17) of the Internal Revenue Code and the application of the limitations on contributions and benefits under Section 415 of the Internal Revenue Code. The benefit provided under this Plan to any person shall be separate from and in addition to any benefit provided under the Retirement Plan, the BEP, if applicable, and any other plan or program maintained by the Company.

SECTION 2 - ELIGIBILITY

Each retired employee of the Company and, as applicable, the spouse or beneficiary of a former Company employee whose benefits under the Retirement Plan are limited by the provisions set forth therein to conform to Section 401(a)(17) of the Internal Revenue Code shall be eligible for the benefits provided by this Plan. In no event shall a person who is not entitled to benefits under the Retirement Plan be eligible for any benefits under this Plan.

SECTION 3 - AMOUNT OF BENEFITS

The benefits payable under this Plan shall equal the excess, if any, of:

(a) the aggregate benefits which would have been paid to such retired employee, an employee's spouse or beneficiary under the Retirement Plan and the BEP, if applicable, if the provisions of such plans were administered and benefits paid without regard to either the limitations on contributions and benefits imposed by the compensation limitation of Section 401(a)(17) of the Internal Revenue Code, or the special benefit limitations added to the Retirement Plan to conform it to Section 415 of the Internal Revenue Code, over

(b) the aggregate benefits which are payable to such retired employee, an employee's spouse or beneficiary under the Retirement Plan and the BEP, if applicable.

SECTION 4 - PAYMENT OF BENEFITS

(a) Payment of benefits under this Plan shall be made coincident with the payment of benefits under the Retirement Plan or as soon as practicable thereafter.

(b) In the event an employee receives an assessment of income taxes from the Internal Revenue Service which treats any amount payable under this Plan as being includible in such employee's gross income prior to the actual payment of such amount to such employee, the Company shall pay an amount equal to such income taxes to the employee within 30 days after written notice from such employee of such assessment. The amount of income taxes paid to the employee hereunder shall be considered an advance of and shall reduce the benefits ultimately paid to the employee under this Plan.

(c) Each payment under this Plan shall be reduced by any federal, state, or local taxes which the Detroit Edison Company determines should be withheld from such payment.

(d) Benefits under this Plan shall be payable to or in respect of a Company's former employees solely from the general assets of such Company; provided, however, that no provision of the Plan shall preclude a Company from segregating assets which are intended to be a source for payment of benefits under the Plan. Each participant in this Plan shall have the status of an unsecured creditor of the Company. This Plan constitutes a promise by the Company to make benefit payments in the future. It is intended that this Plan be unfunded for tax purposes and for purposes of Title I of ERISA and that this Plan shall remain unfunded during the entire period of its existence. The Company intends that this Plan be maintained primarily for a select group of management or highly compensated employees.

SECTION 5 - RIGHTS OF EMPLOYEES

Except to the extent provided in Section 7 herein below, no employee or an employee's spouse or beneficiary shall at any time have any vested right to receive the benefits provided by this Plan. The employee, employee's spouse or beneficiary is merely a general creditor of the Company and the obligation of the Company hereunder is purely contractual and shall not be funded or secured in any way.

The right of an employee, employee's spouse or beneficiary to payment of any benefit hereunder shall not be anticipated, alienated, sold, assigned, transferred, pledged, encumbered, attached, or garnished by an employee, an employee's spouse or beneficiary, or creditors of an employee and shall not be subject to garnishment, execution, attachment, or similar process. Any attempted anticipation, sale, assignment, transfer, pledge, levy, encumbrance, attachment, garnishment or similar process shall be null and void and without effect.

SECTION 6 - ADMINISTRATION; ARBITRATION

(a) This Plan shall be administered by the Organization and Compensation Committee of the Board of Directors (the "Administrator") as an unfunded plan which is not intended to meet the qualification requirements of
Section 401 of the Internal Revenue Code. The Administrator's decisions in all matters involving the interpretation and application of this Plan shall be conclusive.

(b) The Plan shall at all times be maintained by the Company and administered by the Administrator as a plan wholly separate from the Retirement Plan, the BEP and any other plan or program maintained by the Company.

(c) For purposes of the Plan, "Company" shall mean The Detroit Edison Company and any Controlled Group Member which has adopted the Plan with the approval of the Chairman of the Board of Directors and the Chairman of the

board of directors of the Controlled Group Member. As a condition to participating in the Plan, such Controlled Group Member shall authorize the Chairman of the Board of Directors and the Administrator to act for it in all matters arising under the Plan and shall agree to comply with such other terms and conditions as may be imposed by the Chairman of the Board of Directors. Where the context requires in respect of the liability for the payment of any benefit to any former employee or spouse or beneficiary thereof, the term "Company" shall mean The Detroit Edison Company or such other Controlled Group Member who employed the employee. Unless otherwise defined herein, all defined terms shall have the same meaning as provided under the Retirement Plan. All corporate officers and other administrative personnel referred to herein refer to officers and administrative personnel of The Detroit Edison Company.

(d) Notwithstanding Section 6(a) hereof, in the event of any dispute, claim, or controversy (hereinafter referred to as a "Grievance") between an employee who is eligible to elect to receive the benefits provided under this Plan and the Company with respect to the payment of benefits to such employee under this Plan, the computation of benefits under this Plan, or any of the terms and conditions of this Plan, such Grievance shall be resolved by arbitration in accordance with this Section 6(d).

(1) Arbitration shall be the sole and exclusive remedy to redress any Grievance.

(2) The arbitration decision shall be final and binding, and a judgment on the arbitration award may be entered in any court of competent jurisdiction and enforcement may be had according to its terms.

(3) The arbitration shall be conducted by the American Arbitration Association with the Commercial Arbitration Rules of the American Arbitration Association and expenses of the arbitrators and the American Arbitration Association shall be borne by the Company. Neither the Company nor such employee shall be entitled to attorneys' fees, expert witness fees, or any other expenses expended in the course of such arbitration or the enforcement of any award rendered thereunder.

(4) The place of the arbitration shall be the offices of the American Arbitration Association in the Detroit Metropolitan area, Michigan.

(5) The arbitrator(s) shall not have the jurisdiction or authority to change any of the provisions of this Plan by alteration of,

addition to, or subtraction from the terms thereof. The arbitrator(s)' sole authority shall be to apply any terms and conditions of this Plan. Since arbitration is the exclusive remedy with respect to any Grievance, no employee eligible to receive benefits provided under this Plan has the right to resort to any federal court, state court, local court, or administrative agency concerning breaches of any terms and provisions hereunder, and the decision of the arbitrator(s) shall be a complete defense to any suit, action, or proceeding instituted in any federal court, state court, local court, or administrative agency by such employee or the Company with respect to any Grievance which is arbitrable as herein set forth.

(6) The arbitration provisions shall, with respect to any Grievance, survive the termination of this Plan.

SECTION 7 - AMENDMENT AND DISCONTINUANCE

The Detroit Edison Company expects to continue this Plan indefinitely, but reserves the right to amend or discontinue it. The Vice President, Human Resources, or, should the Vice President, Human Resources, become a Participant in this Plan, the Manager, Human Resources Operations, shall review the Plan from time to time and as part of such review is hereby directed and authorized to amend such Plan to the extent necessary for ease of administration and/or to comply with applicable federal and state laws. If the Plan should be amended or discontinued, the Company shall be liable for any benefits that have accrued under this Plan (determined on the basis of each employee's presumed termination of employment as of the date of such amendment or discontinuance) as of the date of such action. Any Controlled Group Member which has adopted the Plan may as to itself withdraw from the Plan at any time by action of the Chairman of its board of directors. In the event of the dissolution, merger, consolidation or reorganization of a Company, the Plan shall terminate as to such Company unless the Plan is continued by a successor thereto (subject to the consent of the Chairman of the Board of Directors).

EXHIBIT 3L(*10.10)

THIRD RESTATEMENT OF
THE BENEFIT EQUALIZATION PLAN
FOR CERTAIN EMPLOYEES OF
THE DETROIT EDISON COMPANY

The Benefit Equalization Plan for Certain Employees of The Detroit Edison Company (the "Plan"), established by The Detroit Edison Company (the "Company") effective March 1, 1978, as amended and restated effective May 22, 1989 and June 26, 1995, is hereby amended and restated as of January 1, 1996, by this Third Restatement.

SECTION 1 - PURPOSE

The sole purpose of this Plan is to assure that all eligible persons who become eligible to and do receive benefits under the Employees' Retirement Plan of The Detroit Edison Company (the "Retirement Plan") will receive the same dollar amount of benefits as they would have received but for the limitations on contributions and benefits imposed from time to time solely by Section 415 of the Internal Revenue Code. This Plan is not intended to and shall not be construed so as to provide any person receiving benefits under the Retirement Plan and, where applicable, this Plan with benefits in the aggregate which are either larger or smaller than the benefit which would result from the calculation made under the applicable provisions of the Retirement Plan without giving effect to or recognition of solely the benefit limitation provisions of
Section 415 of the Internal Revenue Code. The benefit under this Plan provided to any person shall be separate from and in addition to any benefit provided under the Retirement Plan or any other plan or program maintained by the Company.

SECTION 2 - ELIGIBILITY

Each retired employee of the Company and, as applicable, the spouse or beneficiary of a former Company employee whose benefits under the Retirement Plan are limited by the provisions set forth therein to confom to Section 415 of the Internal Revenue Code shall be eligible for the benefits provided by this Plan. In no event shall a person who is not entitled to benefits under the Retirement Plan be eligible for any benefits under this Plan.

SECTION 3 - AMOUNT OF BENEFITS

The benefits payable hereunder shall equal the excess, if any, of:

(a) the benefits which would have been paid to a retired employee, such employee's spouse or beneficiary under the Retirement Plan if the provisions of such plan were administered and benefits paid without regard solely to the special benefit limitations added to such plan to conform it to Section 415 of the Internal Revenue Code, over

(b) the benefits which would be otherwise payable to such retired employee, such employee's spouse or beneficiary under the Retirement Plan taking into account solely the special benefit limitations added to such plan to conform it to Section 415 of the Internal Revenue Code.

SECTION 4 - PAYMENT OF BENEFITS; AMENDMENTS

(a) Payment of benefits under this Plan shall be made coincident with the payment of benefits under the Retirement Plan or as soon as practicable thereafter.

(b) In the event an employee receives an assessment of income taxes from the Internal Revenue Service which treats any amount payable under this Plan as being includible in such employee's gross income prior to the actual payment of such amount to such employee, the Company shall pay an amount equal to such income taxes to such employee within thirty days after written notice from such employee of such assessment. The amount of income taxes paid to the employee hereunder shall be considered an advance of and shall reduce the benefits ultimately paid to the employee under this Plan.

(c) Each payment under this Plan shall be reduced by any federal, state, or local taxes which the Detroit Edison Company determines should be withheld from such payment.

(d) Benefits under this Plan shall be payable to or in respect of a Company's former employees solely from the general assets of such Company; provided, however, that no provision of the Plan shall preclude a Company from segregating assets which are intended to be a source for payment of benefits under the Plan. Each participant in this Plan shall have the status of a general unsecured creditor of the Company. This Plan constitutes a promise by the Company to make benefit payments in the future. It is intended that this Plan be unfunded for tax purposes

and that this Plan shall remain unfunded during the entire period of its existence. The Company intends to maintain this Plan similarly for a select group of management or highly compensated employees.

SECTION 5 - RIGHTS OF EMPLOYEES

Except as to the extent provided in Section 7 herein, no employee or an employee's spouse or beneficiary shall at any time have any vested right to receive the benefits provided by this Plan. The rights of any participant to receive benefits under this Plan are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment by such participant, the creditors of such participant, such participant's spouse or such participant's beneficiary.

SECTION 6 - ADMINISTRATION; ARBITRATION

(a) This Plan shall be administered by the Organization and Compensation Committee of the Board of Directors (the "Administrator") as an unfunded plan which is not intended to meet the qualification requirements of Section 401 of the Internal Revenue Code. The Administrator's decisions in all matters involving the interpretation and application of this Plan shall be conclusive.

(b) The Plan shall at all times be maintained by the Company and administered by the Administrator as a plan wholly separate from the Retirement Plan and any other plan or program maintained by the Company.

(c) For purposes of the Plan, "Company" shall mean The Detroit Edison Company and any Controlled Group Member which has adopted the Plan with the approval of the Chairman of the Board of Directors and the Chairman of the board of directors of the Controlled Group Member. As a condition to participating in the Plan, such Controlled Group Member shall authorize the Chairman of the Board of Directors and the Administrator to act for it in all matters arising under the Plan and shall agree to comply with such other terms and conditions as may be imposed by the Chairman of the Board of Directors. Where the context requires in respect of the liability for the payment of any benefit to any former employee or spouse or beneficiary thereof, the term "Company" shall mean The Detroit Edison Company or such other Controlled Group Member who employed the employee. Unless otherwise defined herein, all defined terms shall have the same meaning as provided under the Retirement Plan. All corporate officers and other

administrative personnel referred to herein refer to officers and administrative personnel of The Detroit Edison Company.

(d) Notwithstanding Section 6(a) hereof, in the event of any dispute, claim, or controversy (the "Grievance") between an employee whose eligible to elect to receive the benefits provided under this Plan and the Company with respect to the payment of benefits to such employee under this Plan, the computation of benefits under this Plan, or any of the terms and conditions of this Plan, such Grievance shall be resolved by arbitration and in accordance with this Section 6(d).

(1) Arbitration shall be the sole and exclusive remedy to redress any Grievance.

(2) The arbitration decision shall be final and binding, and a judgment on the arbitration award may be entered in any court of competent jurisdiction and enforcement may be had according to its terms.

(3) The arbitration shall be conducted by the American Arbitration Association in accordance with the Commercial Arbitration Rules of the American Arbitration Association and expenses of the arbitrators and the American Arbitration Association shall be borne by the Company. Neither the Company nor such employee shall be entitled to attorneys' fees, expert witness fees, or other expenses expended in the course of such arbitration or the enforcement of any award rendered thereunder.

(4) The place of the arbitration shall be the offices of the American Arbitration Association in the Detroit Metropolitan area, Michigan.

(5) The arbitrator(s) shall not have the jurisdiction or authority to change any provisions of this Plan by alteration of, addition to, or subtraction from the terms thereof. The arbitrator(s)' sole authority shall be to apply any terms and conditions of this Plan. Since arbitration is the exclusive remedy with respect to any Grievance, no employee eligible to receive benefits provided under this Plan has the right to resort to any federal court, state court, local court, or administrative agency concerning breeches of any terms and provisions hereunder, and the decision of the arbitrator(s) shall be a complete defense to any suit, action, or proceeding instituted in any federal court, state court, local court, or administrative agency by such employee or the Company with respect to any Grievance which is arbitrable as herein set forth.

(6) The arbitration provision shall, with respect to any Grievance, survive the termination of this Plan.

SECTION 7 - AMENDMENT AND DISCONTINUANCE

The Detroit Edison Company expects to continue this Plan indefinitely, but reserves the right to amend or discontinue it. The Vice President, Human Resources, or, should the Vice President, Human Resources, become a Participant in this Plan, the Manager, Human Resources Operations, shall review the Plan from time to time and as part of such review is hereby directed and authorized to amend such Plan to the extent necessary for ease of administration and/or to comply with applicable federal and state laws. If the Plan should be amended or discontinued, the Company shall be liable for any benefits that have accrued under this Plan (determined on the basis of each employee's presumed termination of employment as of the date of such amendment or discontinuance) as of the date of such action. Any Controlled Group Member which has adopted the Plan may as to itself withdraw from the Plan at any time by action of the Chairman of its board of directors. In the event of the dissolution, merger, consolidation or reorganization of a Company, the Plan shall terminate as to such Company unless the Plan is continued by a successor thereto (subject to the consent of the Chairman of the Board of Directors).

EXHIBIT 3L(*10.18)

THIRD RESTATEMENT OF
THE DETROIT EDISON COMPANY
MANAGEMENT SUPPLEMENTAL BENEFIT PLAN

The Detroit Edison Company Management Supplemental Benefit Plan (the "Plan"), established by The Detroit Edison Company (the "Company") effective July 24, 1989, as amended and restated effective January 22, 1990 and June 26, 1995, is hereby amended and restated as of January 1, 1996 by this Third Restatement.

PURPOSE

The Plan is designed to supplement pension benefits for eligible management employees. The Plan has the objective of making the Company's retirement program more competitive within the electric utility industry and general industry, which will facilitate the attraction and retention of management employees.

DEFINITION

AVERAGE FINAL COMPENSATION. Equals one-fifth of normal pay during the 260 weeks of Company service that results in the highest average, calculated without regard to any limitation imposed by Section 401(a)(17) of the Internal Revenue Code.

AWARDED SERVICE. Years of service that may be imputed to an otherwise eligible Plan participant by the Organization and Compensation Committee ("Committee") of the Board of Directors, having taken into account the value to the Company of such participant's prior experience.

COMPANY. The Detroit Edison Company and any Controlled Group Member which has adopted the Plan with the approval of the Chairman of the Board of Directors and the Chairman of the board of directors of the Controlled Group Member. As a condition to participating in the Plan, such Controlled Group Member shall authorize the Chairman of the Board of Directors to act for it in all matters arising under the Plan and shall agree to comply with such other terms and conditions as may be imposed by the Chairman of the Board of Directors. Where the context requires in respect of the liability for the payment of any benefit to an eligible participant or beneficiary thereof, the term "Company" shall mean The Detroit Edison Company or such other Controlled Group Member employing or who employed such employee. Unless otherwise defined herein, all defined terms shall have the same meaning as provided under the Retirement Plan. All corporate officers and other

administrative personnel referred to herein refer to officers and administrative personnel of The Detroit Edison Company.

COMPANY SERVICE. All years of service with the Company calculated to the nearest month.

EXECUTIVE POST-EMPLOYMENT INCOME ARRANGEMENT. Individual arrangements that were entered into with certain executives upon initial employment with the Company. The arrangements may provide for additional benefits upon retirement.

KEY EMPLOYE DEFERRED COMPENSATION PLAN. The Key Employe Deferred Compensation Plan initiated in 1964 which provides a supplemental pension benefit to certain management employees. The Key Employe Deferred Compensation Plan is sponsored by Detroit Edison for eligible employees.

CERTAIN MANAGEMENT OR HIGHLY-COMPENSATED EMPLOYEES. An employee of a Company, other than The Detroit Edison Company, who is specifically designated by written order of the Committee as a member of management eligible to participate in the Plan, and who is a member of a select group of management or highly-compensated employees of the Company within the meaning of ERISA Section
201(2). An employee's designation as a Certain Management or Highly Compensated Employee shall terminate, however, on the date the Committee by written order terminates such employee's designation for participation in the Plan.

NORMAL PAY. The employee's salary from the Company for a standard forty-hour work week calculated without regard to any limitation imposed by Section 401(a)(17) of the Internal Revenue Code including amounts deferred by the Employe under the Company's qualified and non-qualified savings plans. It does not include any bonuses, special pay, or premium for overtime work.

RETIREMENT PLAN. The Employes' Retirement Plan of The Detroit Edison Company ("Detroit Edison"). The Retirement Plan is a defined benefit pension plan sponsored by Detroit Edison for eligible employees.

RETIREMENT ALLOWANCE FACTOR. The multiplier used in the basic formula of the Retirement Plan.

ELIGIBILITY

Eligibility to participate in this Plan is determined no later than the latest to occur of:

(1) 90 days from the date hereof; or

(2) 90 days subsequent to an otherwise eligible participant's 55th birthday; or

(3) In the case of an otherwise eligible participant who does not have at least 10 years of Company service at age 55, 90 days subsequent to the otherwise eligible participant's having 10 years of Company service.

Participation in the Plan is limited to those management employees who

(1) Are members of Management Council (pursuant to OR3, Management Groups, as may be amended from time to time) at the time of termination from the Company (or death while actively employed by the Company), or, with respect to management employees of a Company other than The Detroit Edison Company, are Certain Management or Highly Compensated Employees at the time of termination from the Company (or death while actively employed by the Company); and

(2) Are not personally eligible to receive a benefit from the Key Employe Deferred Compensation (KEDC) Plan although a court of competent jurisdiction may have recognized spousal rights; and

(3) Do not have an effective Executive Post-Employment Income Arrangement; and

(4) At the time of termination from the Company (or death while actively employed), are at least 55 years of age and have at least 10 years of Company service.

Employes who are eligible to receive a benefit from KEDC or who have entered into Post-Employment Income Arrangements with the Company may elect to participate in this Plan in accordance with the first paragraph of this section by filing an election to waive any rights to a benefit from KEDC and/or any rights under a Post-Employment Income Arrangement with the Vice President-Human Resources, who will provide an election form upon request.

TARGET PERCENTAGE OF AVERAGE FINAL COMPENSATION

Payments from the Plan are based upon the calculated target percentage of average final compensation. The target percentage of average final compensation is determined by years of Company service and awarded service, if any, and by the management group in which the participant is a member at the time of termination from the Company (or death while actively employed by the Company) as specified in Exhibit A.

Participants awarded service under the Plan must certify any retirement income expected or being received from a previous employer. Payments from the Plan to participants with awarded service will be reduced by the non-contributory portion of any retirement income expected or being received from a previous employer.

Payments from the Plan will be reduced by any KEDC spousal payments required by a court of competent jurisdiction. Payments from the Plan may also be affected by the employee's age at termination (see Early Retirement) and the payment option selected by the employee (see Payment Options).

Payments from the Plan are not payable until the participant terminates employment with the Company and all Controlled Group Members (by death or otherwise), and references in the following provisions of the Plan to "terminating employment" or "employment termination" or similar provisions shall mean termination of employment with the Company and all Controlled Group Members.

  AGE AT                    EARLY RETIREMENT
TERMINATION               ADJUSTMENT PERCENTAGE
  55                            50%
  56                            60%
  57                            70%
  58                            80%
  59                            90%
  60 or older                  100%

Age at termination is calculated to the nearest whole month and the early retirement adjustment percentage is determined accordingly.

PAYMENT OPTIONS

At the time of employment termination, an eligible employee must elect one of the following payment options: (a) Guaranteed Term Plus Life, (b) Actuarial-Adjusted Life with a 100%

Joint and Survivor Benefit and (c) Actuarial-Adjusted Life with a 50% Joint and Survivor Benefit. In the event that an employee dies during active employment, and at the time of death was eligible for a benefit as provided herein, the payment option is deemed to be Guaranteed Term Plus Life.

GUARANTEED TERM PLUS LIFE

If the employee elects the Guaranteed Term Plus Life payment option, the employee, at the time of employment termination, must also elect a survivor benefit of either monthly payments or an adjusted lump sum payment. In the event that such an election is not made by the employee, or in the event that the employee dies during active employment and at the time of death was eligible for a Plan benefit as provided herein, the survivor benefit is assumed to be the adjusted lump sum payment.

The Guaranteed Term Plus Life payment option provides for a minimum of 15 years of payments to the employee or, if the employee lives beyond the 15-year period, the payments continue to be made to the employee for the life of the employee.

If the employee elects the monthly payment survivor benefit and dies prior to the end of the 15-year period, payments will continue to be made to the employee's beneficiary or estate for the balance of the 15-year period. At the end of this 15-year period, all payments cease and liability of the Company under the Plan is terminated.

If the employee elects the lump sum payment survivor benefit and dies prior to the end of the 15-year period, an adjusted lump sum payment is made to the employee's designated beneficiary or estate. The adjusted lump sum payment is determined by a standard annuity calculation where the adjusted lump sum is the present worth of the remaining monthly benefits in the 15-year period. The methodology and other relevant factors for determining the amount of the adjusted lump sum payment are provided in Exhibit B. Upon payment of the lump sum payment, all payments cease and liability of the Company under the Plan is terminated.

ACTUARIAL-ADJUSTED LIFE WITH A 100% JOINT AND SURVIVOR BENEFIT

This option provides for the actuarial equivalent to the benefit payment under the Guaranteed Term Plus Life option. Upon the death of the employee and the designated beneficiary, all payments cease and the liability of the Company under the Plan is terminated. The actuarial equivalent benefit is provided for the life of the employee and upon the death of the employee, 100% of the benefit is provided to the employee's designated beneficiary for the duration of the beneficiary's life. If the employee's designated beneficiary should die prior to

the employee, payments continue from the life of the employee and upon the death of the employee all payments cease and liability of the Company under the Plan is terminated. If the employee and designated beneficiary are the same age, the actuarial equivalent benefit equals 97.94% of the Guaranteed Term Plus Life benefit.

If the beneficiary is younger than the employee, this percentage is reduced by 1.2% for each 12 full months of difference in age. If the beneficiary is older than the employee, this percentage is increased 1.2% for each 12 full months in difference in age up to a maximum of 100%.

ACTUARIAL-ADJUSTED LIFE WITH A 50% JOINT AND SURVIVOR BENEFIT

This option provides for the actuarial equivalent to the benefit payable under the Guaranteed Term Plus Life option. Upon the death of the employee and the designated beneficiary, all payments cease and the liability of the Company under the Plan is terminated. The actuarial equivalent benefit is provided for the life of the employee and upon the death of the employee, 50% of the benefit is provided to the employee's designated beneficiary for the duration of the beneficiary's life. If the employee's designated beneficiary should die prior to the employee, payments continue for the life of the employee and upon the death of the employee all payments cease and liability of the Company under the Plan is terminated. If the employee and designated beneficiary are the same age, the actuarial equivalent benefit equals 107.72% of the Guaranteed Term Plus Life benefit. If the beneficiary is younger than the employee, this percentage is reduced by 1% for each 12 full months of difference in age. If the beneficiary is older than the employee, there is no adjustment to the percentage. If the employee does not designate a beneficiary, the actuarial equivalent benefit equals 107.72% of the Guaranteed Term Plus Life benefit, and upon the death of the employee all payments cease and the liability of the Company under the Plan is terminated.

PAYMENT CALCULATION

Monthly payments from the Plan are determined as follows:

STEP 1. DETERMINE GROSS TARGET AMOUNT

The gross target amount results from multiplying the target percentage by average final compensation (see Exhibit A to determine the target percentage).

STEP 2. DETERMINE RETIREMENT PLAN BENEFIT

The Retirement Plan benefit results from multiplying the retirement allowance factor by average final compensation and by Company service, calculated for purposes hereof, without regard to any limitations imposed by Section 401(a)(17) or Section 415 of the Internal Revenue Code.

STEP 3. DETERMINE BASE ANNUAL TARGET BENEFIT AMOUNT

The base annual target benefit amount results from subtracting the Retirement Plan benefit from the gross target amount.

STEP 4. DETERMINE ADJUSTED ANNUAL TARGET BENEFIT AMOUNT

The adjusted annual target benefit amount results from multiplying the base annual target benefit amount by the early retirement adjustment percentage (see page 4 to determine the early retirement adjustment percentage).

STEP 5. DETERMINE MONTHLY TARGET BENEFIT AMOUNT UNDER THE
GUARANTEED TERM PLUS LIFE PAYMENT OPTION

The monthly target benefit amount under the Guaranteed Term Plus Life payment option is determined by dividing the adjusted annual target benefit amount by 12.

STEP 6. ACTUARIAL-ADJUSTED PAYMENT OPTION

If an actuarial-adjusted payment option is selected, the actuarial adjustment is applied to the monthly target benefit amount under the Guaranteed Term Plus Life payment option.

Exhibit C displays examples of the Plan payment calculation procedure.

In the event an employee receives an assessment of income taxes from the Internal Revenue Service which treats any amount under this Plan as includible in such employee's gross income prior to payment of such amount to such employee, the Company shall pay an amount equal to such income taxes to such employee within 30 days after receipt of written notice from such employee about such assessment. The base annual target benefit amount (Step 3) shall be reduced by an amount equal to such income taxes and Steps 4, 5 and 6 shall be reduced accordingly.

Each payment under this Plan shall be reduced by any federal, state or local taxes which The Detroit Edison Company determines should be withheld from such payment.

SCHEDULE OF PAYMENTS

Plan payments, if any, are made to the employee or to the designated beneficiary on a monthly basis. The schedule will follow the provisions for payment under the Retirement

Plan. The accompanying examples show the effect of Retirement Plan benefits at different times.

BENEFICIARY DESIGNATION

Each eligible participant may name any beneficiary to whom payments under the Plan are to be paid in case of the employee's death. Each designation will revoke all prior designations by the employee and shall be on a form prescribed by The Detroit Edison Company and will be effective only when filed by the employee with the Treasurer. In the absence of any such designation, payments due shall be paid to the employee's estate.

TAXATION

The Company makes no representation as to the tax consequences of individual payment options. Plan participants are urged to consult tax advisors of their choice for information and advice.

NON-SECURED PROMISE; AMENDMENTS

Eligible participants have the status of general unsecured creditors of the Company. This Plan constitutes a promise by the Company to make benefit payments in the future. The Company intends that this Plan be unfunded for tax purposes and for purposes of Title I of ERISA. The Company intends that this Plan be maintained primarily for a select group of management or highly compensated employees.

Payments as they become due under the Plan to or in respect of a Company's former employees shall be paid by such Company from its general assets; provided, however, that no provision of the Plan shall preclude a Company from segregating assets which are intended to be a source for payment of benefits under the Plan.

The Detroit Edison Company reserves the right to amend, modify, or discontinue this Plan at any time; provided, however, that no such amendment, modification, or termination shall affect the rights of participants or beneficiaries who are receiving or are immediately eligible to receive benefits from this Plan at the time of such amendment, modification, or termination.

Any Controlled Group Member which has adopted the Plan may as to itself withdraw from the Plan at any time by action of the Chairman of its board of directors. In the event of dissolution, merger, consolidation or reorganization of a Company, the Plan shall terminate

as to such Company unless the Plan is continued by a successor thereto (subject to the consent of the Chairman of the Board of Directors).

ADMINISTRATION; ARBITRATION

The Vice President-Human Resources is responsible for the administration of the Plan. The Vice President-Human Resources has the authority to interpret the provisions of the Plan and prescribe any regulations relating to its administration. The decisions of the Vice President-Human Resources with respect thereto shall be conclusive. The Vice President-Human Resources shall review the Plan from time to time and as part of such review is hereby directed and authorized to amend such Plan to the extent necessary for ease of administration and/or to comply with applicable federal and state laws.

The Treasurer of the Company shall be responsible for the administration of benefits under the Plan.

Notwithstanding any provision in this Plan to the contrary, in the event of any dispute, claim or controversy (hereinafter referred to as a "Grievance") between an employee who is eligible to receive benefits under this Plan and the Company with respect to the payment of benefits to such employee under this Plan, the computation of benefits under this Plan, or any of the terms or conditions of this Plan, such Grievance shall be resolved by arbitration. Arbitration shall be the sole exclusive remedy to redress any Grievance. The arbitration decision shall be final and binding, and a judgment on the arbitration award may be entered in any court of competent jurisdiction and enforcement may be had according to its terms. The arbitration shall be conducted by American Arbitration Association in accordance with the Commercial Arbitration Rules of the American Arbitration Association and expenses of the arbitrator(s) and the American Arbitration Association shall be borne by the Company. Neither the Company nor such employee shall be entitled to attorneys' fees, expert witness fees, or other expenses expended in the course of such arbitration or the enforcement of any award rendered thereunder. The place of the arbitration shall be the offices of the American Arbitration Association in the Detroit Metropolitan area, Michigan. The arbitrator(s) shall not have the jurisdiction or authority to change any of the provisions of this Plan by alteration of, addition to, or subtraction from the terms thereof. The arbitrator(s)' sole authority shall be to apply any terms and conditions of this Plan. Since arbitration is the exclusive remedy with respect to any Grievance, no employee eligible to receive benefits under this Plan has the right to resort to any federal court, state court, local court, or administrative agency concerning breaches of any terms and provisions hereunder, and the decision of the arbitrator(s) shall be a complete defense to any suit, action, or proceeding instituted in any federal court, state court, local court, or administrative agency by such employee or the Company with respect to any Grievance which is arbitrable as herein set forth. The arbitration provisions shall, with respect to any Grievance, survive the termination of this Plan.

NON-ALIENABILITY AND NON-TRANSFERABILITY

The right of a participant, participant's spouse or beneficiary to payment of any benefit hereunder shall not be alienated, assigned, transferred, pledged or encumbered and shall not be subject to execution, attachment or similar process. No account shall be subject in any manner to alienation, sale, transfer, assignment, pledge, encumbrance, charge, garnishment, execution or levy of any kind, whether voluntary or involuntary, including but not limited to any liability which is for alimony or other payments for the support of a spouse or former spouse, or for any other relative of any employee. Any attempted assignment, pledge, levy or similar process shall be null and void and without effect.

                                                         Target Percentage
                    Management                           of Average Final             Service
                    Group                                  Compensation                 Index
                    ----------                           -----------------            -------
1.         Chairman of the Board                             60%                        25
           President
           Executive Vice President
           Participants who are Certain Management
           or Highly Compensated Employees designated
           as being in Group 1 by the Committee


2.         Senior Vice President                             60%                        30
           Vice President
           Participants who are Certain Management
           or Highly Compensated Employees designated
           as being in Group 2 by the Committee

3.         Management Council members                        55%                        35
           other than those included
           in Groups 1 and 2 above and
           Participants who are Certain Management
           or Highly Compensated Employees, other
           than those included in Groups 1 and 2 above,
           designated by the Committee as eligible to
           participate in the Plan

If the sum of Company service and awarded service is greater than the corresponding service index, the target percentage is increased by 0.5% for each year of service above the index. If the sum of Company service and awarded service is less than the corresponding service index, the target percentage is reduced by 1% for each year of service below the index for employees in Groups 1 and 2 and by 1.5% for each year of service below the index for employees in Group 3.

Company service is calculated to the nearest whole month. Awarded service is determined by the sole discretion of the Committee. The target percentage is adjusted accordingly if the service index results in fractional years.

Remaining
Years Of
Guaranteed
Term
Payment
                                               Interest Rate

                   6%           7%              8%           9%           10%          11%           12%
   15          $9,875       $9,271         $8,720        $8,216        $7,755       $7,332        $6,943
   14           9,456        8,909          8,406         7,945         7,520        7,128         6,767
   13           9,012        8,520          8,067         7,648         7,260        6,901         6,569
   12           8,540        8,103          7,699         7,323         6,973        6,648         6,345
   11           8,038        7,656          7,300         6,967         6,656        6,365         6,093
   10           7,506        7,177          6,868         6,578         6,306        6,050         5,808
    9           6,941        6,663          6,401         6,153         5,919        5,698         5,488
    8           6,341        6,112          5,895         5,688         5,492        5,305         5,127
    7           5,704        5,521          5,347         5,179         5,020        4,867         4,721
    6           5,028        4,888          4,753         4,623         4,498        4,378         4,263
    5           4,310        4,208          4,110         4,014         3,922        3,833         3,746
    4           3,548        3,480          3,413         3,349         3,286        3,224         3,164
    3           2,739        2,699          2,659         2,621         2,583        2,545         2,509
    2           1,880        1,861          1,843         1,824         1,806        1,788         1,770
    1             968          963            958           953           948          943           938
    0               0            0              0             0             0            0             0

NOTES: (1) Interest rate is determined by the current prime interest rate of the NBD Bank less 2%.

(2) Apply linear interpolation for partial years remaining in guaranteed term period and adjustments for fractional interest rates.

(3) Exhibit B shows the information to perform a standard annuity due calculation. It is the present worth of a stream of monthly payments of

$1,000/12 per month made at the end of the month and continuing for the number of months remaining.

EXHIBIT B (CONTINUED)

The formula is:

Adjusted Lump Sum = Pmt x (1-(l + i) -n)/i

Where i is the NBD Bank Prime rate less 2% divided by 12 and n is the number of months remaining. Pmt is $1,000/12 or $83.33.

Assumptions:
       Date of Termination:                                   January 31, 1994
       Age at Termination:                                    65 Years, 0 Months
       Position:                                              Vice President
       Average Final Compensation:                            $180,000
       Company Service & Awarded Service:                     25 Years, 0 Months
       Retirement Allowance Factor:                           .014
       Payment Option:                                        Guaranteed Term Plus Life
                                                              (Survivor benefit - monthly
                                                              payments)

(Given the above, the target percentage is 55%)

Step 1: 55% x $180,000 = $99,000

Step 2: .014% x $180,000 x 25 = $63,000

Step 3: $99,000 - $63,000 = $36,000

Step 4: $36,000 x 100% = $36,000

Step 5: $36,000/12 = $3,000

Monthly payments of $3,000 will be made for 15 years, or for the life of the employee if greater than 15 years.

Payment Option:      Guaranteed Term Plus Life
                     (Survivor benefit - lump sum
                     payment)

NBD Bank             9%

Prime Interest Rate:

Date of Employee's Death January 31, 1999

EXHIBIT C (CONTINUED)

Monthly payments of $3,000 are made for the life of the employee (see Example 1). Upon the death of the employee (January 31, 1999), a lump sum payment of $258,277.20 is made to the beneficiary (see Exhibit B).

Assumptions:
      Date of Termination:                               January 31, 1994
      Age at Termination:                                58 Years, 6 Months
      Position:                                          Vice President
      Average Final Compensation:                        $180,000
      Company Service & Awarded Service:                 25 Years, 6 Months
      Retirement Allowance Factor:                       .014
      Payment Option:                                    Guaranteed Term Plus Life
                                                         (Survivor benefit-monthly payments)

(Given the above, the target percentage is 55.5%)

Step 1: 55.5% x $180,000 = $99,900

Step 2: .014 x $180,000 x 25.5 x 88% = $56,549

Step 3: $99,900 - $56,549 = $43,351

Step 4: $43,351 x 85% = $36,848.35

Step 5: $36,848.35/12 = $3,070.70

Monthly payments of $3,070.70 will be made for 15 years, or for the life of the employee if greater than 15 years.

Payment Option:                           Actuarial-Adjusted Life with a
                                          100% Joint and Survivor Benefit

Employe/Beneficiary                       Beneficiary is two years younger
Age Difference:                           than the employee

Step 1 - Step 5:                          Same as Example 2. The monthly
                                          benefit under the Guaranteed
                                          Term Plus Life option is $3,070.70

Step 6:                                   $3,070.70 x .9554 = $2,933.75

Monthly payments of $2,933.75 are made for the life of the employee. Upon the death of the employee, monthly payments of $2,933.75 are made for the life of the designated beneficiary. Upon the death of the designated beneficiary, all payments cease.

Payment Option:                                    Actuarial-Adjusted Life with a 50%
                                                   Joint and Survivor Benefit

         Step 1 - Step 5:                          Same as Example 2. The monthly
                                                   benefit under the Guaranteed
                                                   Term Plus Life option is $3,070.70

         Step 6:                                   $3.070.70 x 1.0572 = $3,246.34

Monthly payments of $3,246.34 are made for the life of the employee. Upon the death of the employee, monthly payments of $1,623.17 ($3,246.34 x 50%) are made for the life of the designated beneficiary. Upon the death of the designated beneficiary, all payments cease.

Assumptions:
         Date of Termination:                                  January 31,1994
         Age at Termination:                                   58 Years, 6 Months
         Position:                                             Vice President
         Average Final Compensation:                           $180,000
         Company Service & Awarded Service:                    14 Years, 0 Months
         Retirement Allowance Factor:                          .014
         Payment Option:                                       Guaranteed Term Plus Life
                                                               (Survivor benefit - monthly
                                                               payments)

(Given the above, the target percentage is 44%)

Step 1:       44% x $180,000 = $79,200

Step 2:       $0 (Employe is ineligible for an
              immediate benefit under the Retirement
              Plan)

Step 3:       $79,200 - $0 = $79,200

Step 4:       $79,200 x 85% = $67,320

Step 5:       $67,320/12 = $5,610.00

Monthly payments of $5,610.00 will be made until a benefit is payable under the Retirement Plan. At that time the benefit payable under the MSBP will be offset by an amount equivalent to the benefit paid under the Retirement Plan (Step 6 - Option III assumed).

Step 6: .014 x $180,000 x 14 = $35,280

Step 7: $67,320 - $35,280 = $32,040

Step 8: $32,040/12 = $2,670.00

Monthly payments of $2,670.00 will be made for the years remaining of the 15 years guaranteed (i.e., 8.5 years) or for the life of the employee if greater.

Age at Termination:                        60

Employe/Beneficiary                        Beneficiary is two years younger
Age Difference:                            than the employee

Step 1 - Step 3:                           Same as Example 3.

Step 4:                                    $79,200 x 100% = $79,200

Step 5:                                    $79,200/12 = $6,600.00

Monthly payments of $6,600.00 will be made to the employee until a benefit is payable under the Retirement Plan. At that time the benefit payable under the MSBP will be offset by an amount equivalent to the benefit paid under the Retirement Plan (Step 6 / Option II assumed).

Step 6:                                   .014 x $180,000 x 14 x 88% = $31,046.40
Step 7:                                   $79,200 - $31,046.40 = $48,153.60
Step 8:                                   $48,153.60/12 = $4,012.80

Monthly payments of $4,012.80 will be made for the years remaining of the 15 years guaranteed (i.e., 10 years) or for the life of the employee if greater.

EXHIBIT 3L(*10.19)

THIRD RESTATEMENT OF
THE DETROIT EDISON COMPANY
PLAN FOR DEFERRING THE
PAYMENT OF DIRECTORS' FEES

The Detroit Edison Company Plan for Deferring the Payment of Directors' Fees (the "Plan") established by The Detroit Edison Company (the "Company") as amended and restated effective January 23, 1995, and June 26, 1995, is hereby amended and restated as of January 1, 1996, by this Third Restatement.

SECTION I - PURPOSE

The purpose of the Plan is to enable each Director to defer all or a portion of his or her fees for future services as a member of the Board of Directors or as a member of any committee thereof.

SECTION II - ELIGIBILITY

Any Director of the Company who is not a Company employee or an employee of any Affiliate shall be eligible to participate in the Plan. For purposes of the Plan, "Affiliate shall mean the parent of the Company or any entity in which the Company or the parent of the Company directly or indirectly beneficially owns more than 50% of the voting securities.

SECTION III - ELECTION, MODIFICATION, AND TERMINATION PROCEDURES

Any Director wishing to participate in the Plan must file with the Corporate Secretary of the Company at 2000 Second Avenue, Detroit, MI 48226, a written Notice of Election on the form attached as Exhibit "A" to defer payment of all or a portion of his or her Director's fees. Such an election to participate in the Plan must be made prior to the beginning of the month for which fees are payable. An effective election with respect to Directors' fees that have been deferred under the terms of this Plan and fees that have already been earned may not be modified or revoked. An effective election with regard to fees that have not been deferred or earned may be modified by filing a new Notice of Election or may be terminated by filing a Notice of Termination on the form attached as Exhibit "B". A Director who shall have terminated an effective election may thereafter file a new election covering a subsequent period.

SECTION IV - ESTABLISHMENT AND ADMINISTRATION OF DEFERRED DIRECTORS' FEE ACCOUNT

The amount of any Director's fees deferred in accordance with an election shall be credited to a deferred Director's fee account maintained by the Company. Such account shall remain a part of the general funds of the Company, and nothing contained in this Plan shall be deemed to create a trust or fund of any kind or create any fiduciary relationship.

As of the last day of each month for each Director participating in this Plan, the deferred Director's fee account for such Director shall be adjusted as follows:

(a) The account shall first be charged with any distributions made during the month.

(b) The account balance shall then be credited with interest for that month. Commencing January 1, 1995, such interest shall be computed by multiplying the applicable portion of the account balance after the adjustment provided for in Subsection (a) of this Section by a fraction, the numerator of which is the 5-Year United States Treasury Bond rate, as reported in The Wall Street Journal as of the last business day of each month, and the denominator of which is 12.

(c) Finally, the account shall be credited with the amount, if any, of Director's fees deferred during that month.

A separate record of deferred Director's fees and applicable interest shall be maintained by the Company for each participant in this Plan.

SECTION V - PAYMENT OF DEFERRED DIRECTORS' FEES

Deferred fees shall be paid to a Director or, in the event of death, to his or her designated beneficiary in accordance with the Notice of Election and Beneficiary Designation forms that have been filed with the Corporate Secretary of the Company. If a Director elects to receive payment of his or her deferred fees in installments rather than in a lump sum, the payment period shall not exceed ten years following the payment commencement date. The amount of any installment payment shall be determined by multiplying the balance of the Director's unpaid deferred fees and applicable interest on the date of such installment by a fraction, the numerator of which is one and the denominator of which is the number of remaining unpaid installments. Such balance shall be appropriately reduced to reflect the installment payments made hereunder.

SECTION VI - WHEN PAYMENT OF DEFERRED DIRECTORS' FEES COMMENCES

The payment in a lump sum or installments of amounts deferred pursuant to an election under this Plan shall commence on January 15 of the first year to which payment has been deferred and shall be paid in accordance with the terms of such election. If a Director shall die prior to the first year to which payment has been deferred, such payment shall commence on January 15 of the calendar year immediately following the year of death and shall be paid in the manner specified in such election.

In the event a participating Director receives an assessment of income taxes from the Internal Revenue Service which treats any amount payable under this Plan as being includible in such Director's gross income prior to the actual payment of such amount to such Director, the Company shall pay an amount equal to such income taxes to such Director within 30 days after written notice from such Director of such assessment, and such Director's fee account shall be reduced by an amount equal to such income taxes.

Each payment under this Plan shall be reduced by any federal, state, or local taxes which the Company determines should be withheld from such payment.

Benefits under this Plan shall be payable solely from the general assets of the Company; provided, however, that no provision in this Plan shall preclude the Company from segregating assets which are intended to be a source for payment of benefits under this Plan. Each participant in this Plan shall have the status of a general unsecured creditor of the Company. This Plan constitutes a promise by the Company to make benefit payments in the future. It is intended that this Plan be unfunded for tax purposes and that this Plan shall remain unfunded for the entire period of its existence.

SECTION VII - DESIGNATION OF BENEFICIARY

Each Director, on becoming a participant, shall file with the Corporate Secretary of the Company a beneficiary designation on the form attached as Exhibit "C" designating one or more beneficiaries to whom payments otherwise due the participant shall be made in the event of his or her death while serving as a Director or after leaving the Board. A beneficiary designation will be effective only if the signed beneficiary designation form is filed with the Corporate Secretary of the Company while the Director is alive, and will cancel all beneficiary designations signed and filed previously under this Plan. If the primary beneficiary shall survive the Director but dies before receiving all the amounts due hereunder, the deferred amounts remaining unpaid at the time of death shall be paid in one lump sum to the legal representative of the primary beneficiary's estate. If the primary beneficiary shall predecease the Director, amounts remaining unpaid at the time of the Director's death shall be paid in the order specified by the Director to the

contingent beneficiary(s) surviving the Director. If the contingent beneficiary(s) dies before receiving all the amounts due hereunder, the unpaid amount shall be paid in one lump sum to the legal representative of such contingent beneficiary(s) estate. If the Director shall fail to designate a beneficiary(s) as provided in this Section, or if all designated beneficiaries shall predecease the Director, the deferred amounts remaining unpaid at the time of such Director's death shall be paid in one lump sum to the legal representative of the Director's estate.

SECTION VIII - NON-ALIENABILITY AND NON-TRANSFERABILITY

No Director, beneficiary designated by the Director, or creditors of the Director shall have any right to, directly or indirectly, anticipate, alienate, sell, transfer, assign, pledge, encumber, attach, or garnish any amount that is or may be payable hereunder.

SECTION IX - ADMINISTRATION OF PLAN; ARBITRATION

(a) Full power and authority to construe, interpret, and administer the Plan shall be vested in the Organization and Compensation Committee of the Board of Directors of the Company. Decisions of the Organization and Compensation Committee shall be final, conclusive, and binding upon all parties.

(b) Notwithstanding Section IX(a) hereof, in the event of any dispute, claim, or controversy (hereinafter referred to as a "Grievance") between a Director who is eligible to elect to receive the benefits provided under this Plan and the Company with respect to the payment of benefits to such Director under this Plan, the computation of benefits under this Plan, or any of the terms and conditions of this Plan, such Grievance shall be resolved by arbitration in accordance with this Section IX(b).

(1) Arbitration shall be the sole and exclusive remedy to redress any Grievance.

(2) The arbitration decision shall be final and binding, and a judgment on the arbitration award may be entered in any court of competent jurisdiction and enforcement may be had according to its terms.

(3) The arbitration shall be conducted by the American Arbitration Association in accordance with the Commercial Arbitration Rules of the American Arbitration Association and expenses of the arbitrators and the American Arbitration Association shall be borne by the Company. Neither the Company nor such Director shall be entitled to attorneys' fees, expert witness fees, or other expenses

expended in the course of such arbitration or the enforcement of any award rendered thereunder.

(4) The place of the arbitration shall be the offices of the American Arbitration Association in the Detroit Metropolitan area, Michigan.

(5) The arbitrators shall not have the jurisdiction or authority to change any of the provisions of this Plan by alteration of, addition to, or subtraction from the terms thereof. The arbitrators' sole authority shall be to apply any terms and conditions of this Plan. Since arbitration is the exclusive remedy with respect to any Grievance, no Director eligible to receive benefits provided under this Plan has the right to resort to any federal court, state court, local court, or administrative agency concerning breaches of any terms and provisions hereunder, and the decision of the arbitrators shall be a complete defense to any suit, action, or proceeding instituted in any federal court, state court, local court or administrative agency by such Director or the Company with respect to any Grievance which is arbitrable as herein set forth.

(6) The arbitration provisions shall, with respect to any Grievance, survive the termination of this Plan.

SECTION X - AMENDMENT OR TERMINATION OF PLAN

The Board of Directors may amend or terminate this Plan at any time. Any amendment or termination of this Plan shall not affect the rights of participants or beneficiaries to the amounts in the deferred Directors' fee accounts at the time of such amendment or termination.

SECTION XI - APPLICABLE LAW

The provisions of this Plan shall be interpreted and construed in accordance with the laws of the State of Michigan.

Re:           The Detroit Edison Company Plan for
              Deferring the Payment of Directors' Fees

         Pursuant to provisions of the above-referenced Plan, I hereby elect to

have fees payable to me for services on The Detroit Edison Company Board of Directors and on any committee of such Board deferred in the manner specified below. It is understood and agreed that this election shall become effective on the first day of the month following receipt of this Notice of Election by the Secretary of the Company. understand that this election shall be irrevocable with respect to fees that have been deferred and fees that have been earned for the month in which a Notice of Termination shall be filed. This election shall continue in effect for subsequent terms of office unless I shall modify or revoke it.

Payment of deferred fees shall commence on January 15 of the Year of Deferred Payment selected.

Year to Which Payment is Deferred:                      19_______
Percentage of Fees Deferred:                            _______ %
Method of Payment:
                          Lump Sum __________, or

Installments _________ (Number of Years, not over 10)

Frequency of Installments: (Select one)
Annually ___________ Quarterly __________

Signature______________________________ Date ____________________

EXHIBIT "B"

NOTICE OF TERMINATION

Re:           The Detroit Edison Company Plan for
              Deferring the Payment of Directors' Fees

         Pursuant to provisions of the above-referenced Plan, I hereby

terminate my participation in the Plan effective as of the first day of the month following receipt of this Notice of Termination by the Secretary of the Company.

Signature ___________________________________________ Date _______________

Re:           The Detroit Edison Company Plan for
              Deferring the Payment of Directors' Fees

         Any fees for my service on the Board of Directors of The Detroit

Edison Company or on any committee of the Board which were deferred under the above-referenced Plan and remain unpaid at my death shall be paid to the following primary beneficiary:

If the above-named primary beneficiary shall predecease me, I designate the following persons as contingent beneficiaries, in the order shown, to receive any such unpaid deferred fees:

1. _____________________________________________________________________ Name

2. _____________________________________________________________________ Name

3. _____________________________________________________________________ Name

This supersedes any previous beneficiary designation made by me with respect to deferred fees under the Plan. I reserve the right to change the beneficiary in accordance with the terms of the Plan.

Signature _________________________________________________ Date _______

Witnesses _________________________________________________

EXHIBIT 3L(*10.20)

DTE ENERGY COMPANY
RETIREMENT PLAN
FOR NON-EMPLOYEE DIRECTORS

1. PURPOSE

In order to provide a retirement allowance for service as a director while not an employee of The Detroit Edison Company ("DECO"), The Detroit Edison Company Retirement Plan For Non-Employe Directors was established effective January 1, 1990. As the result of the Agreement and Plan of Exchange effective January 1, 1996, DTE Energy Company (the "Company") became the parent holding company of DECO. The Company now desires to establish the DTE Energy Company Retirement Plan for Non-Employee Directors to provide a retirement allowance for service as a director of the Company and/or of DECO while not an employee of the Company, DECO or their Affiliates. Accordingly, the Company hereby establishes the DTE Energy Company Retirement Plan for Non-Employee Directors (the "Plan") as hereinafter set forth, and The Detroit Edison Company Retirement Plan for Non-Employe Directors is hereby merged into the Plan, all effective as of January 1, 1996, (the "Effective Date").

2. ELIGIBILITY

This Plan provides a monthly retirement allowance to each director ("participant") of the Company or of DECO who has served (a) on any and all of the Board of Directors of the Company and the Board of Directors of DECO (each of which is referred to herein as a "Board" and collectively as the "Boards") as a director for five or more years (not counting any year more than once) and (b) as a director of the Company or of DECO at any time on or after the Effective Date while not an employee of the Company, DECO or any Affiliate. In addition, each former director of DECO who was receiving benefits under The Detroit Edison Company Retirement Plan for Non-Employe Directors immediately prior to the Effective Date shall be a participant herein and entitled on and after the Effective Date to continued payment under this Plan of the benefit the participant was entitled to under The Detroit Edison Company Retirement Plan for Non-Employe Directors. For purposes of the Plan, "Affiliate" shall mean any entity in which the Company directly or indirectly owns more than 50% of the voting securities.

3. AMOUNT OF DISTRIBUTION

(a) The monthly retirement allowance in respect of a participant terminating service from the Boards on or after the Effective Date shall be determined as follows:

(1) The monthly retirement allowance in respect of a participant who is a member of the Board of Directors of the Company and of DECO immediately prior to the participant's termination of service from all Boards on which the participant was serving will be equal to one-twelfth (1/12th) of the sum of (A) the aggregate annual cash retainer (not including Committee Chairman's Fees and Board meeting, Board committee meeting or Company or DECO-related meeting fees) for members of the Board of Directors of the Company and of DECO in effect on the date of the participant's termination of service from such Boards and (B) the aggregate cash value of the stock, if any, awarded to the participant under the Long-Term Incentive Plan of the Company or DECO on the date of the most recent annual meeting of shareholders of the Company or DECO, as the case may be, occurring prior to the date of participant's termination of service from the Boards. For this purpose, the cash value of any stock awarded to the participant under the Long-Term Incentive Plan shall be equal to the number of shares of stock awarded to the participant multiplied by the average of the high and low sales prices of such stock as listed in the Wall Street Journal for the New York Stock Exchange Composite Tape on the date of award, or if such date is not a business day, on the business day immediately preceding the award date.

(2) The monthly retirement allowance in respect of a participant who is not a member of the Board of Directors of DECO but is a member of the Board of Directors of the Company immediately prior to the participant's termination of service from all Boards on which the participant was serving will be equal to one-twelfth (1/12th) of the sum of (A) the annual cash retainer (not including Committee Chairman's fees and Board meeting, Board committee meeting or Company or DECO-related meeting fees) for members of the Board of Directors of the Company in effect on the date of the participant's termination of service from such Board and (B) the aggregate cash value of the stock, if any, awarded to the participant under the Long-Term Incentive Plan of the Company or DECO on the date of the most recent annual meeting of shareholders of the Company or DECO, as the case may be,

occurring prior to the date of participant's termination of service from the Board of Directors of the Company. For this purpose, the cash value of any stock awarded to the participant under the Long-Term Incentive Plan shall be equal to the number of shares of stock awarded to the participant multiplied by the average of the high and low sales prices of such stock as listed in the Wall Street Journal for the New York Stock Exchange Composite Tape on the date of award, or if such date is not a business day, on the business day immediately preceding the award date.

(3) The monthly retirement allowance in respect of a participant who is not a member of the Board of Directors of the Company but is a member of the Board of Directors of DECO immediately prior to the participant's termination of service from all Boards on which the participant was serving will be equal to one-twelfth (1/12th) of the sum of (A) the annual cash retainer (not including Committee Chairman's fees and Board meeting, Board Committee meeting or Company or DECO-related meeting fees) for members of the Board of Directors of DECO in effect on the date of the participant's termination of service from such Board and (B) the aggregate cash value of the stock, if any, awarded to the participant under the Long-Term Incentive Plan of the Company or DECO on the date of the most recent annual meeting of shareholders of the Company or DECO, as the case may be, occurring prior to the date of participant's termination of service from the Board of Directors of DECO. For this purpose, the cash value of any stock awarded to the participant under the Long-Term Incentive Plan shall be equal to the number of shares of stock awarded to the participant multiplied by the average of the high and low sales prices of such stock as listed in the Wall Street Journal for the New York Stock Exchange Composite Tape on the date of award, or if such date is not a business day, on the business day immediately preceding the award date.

(b) Payments shall be made monthly commencing with the month following such participant's termination of service from all of the Boards on which the participant was serving.

(c) In the event a participant receives an assessment of income taxes from the Internal Revenue Service which treats any amounts payable under this Plan as being includible in such participant's gross income prior to the actual payment of such amount to such participant, the Company shall pay, or cause to be paid, an amount equal to such income taxes to such participant within 30 days after written notice from such participant of such assessment. The amount of the monthly

retirement allowance which would otherwise be paid following such participant's termination of service on the Boards shall be reduced, dollar for dollar, starting with the first such payment, by the amount of income taxes previously advanced to the participant hereunder, until such amount has been fully recovered under the Plan.

(d) Each payment under this Plan shall be reduced by an federal, state or local taxes which the Company determines should be withheld from such payment.

(e) Benefits under this Plan should be payable solely from the general assets of the Company or DECO, as the case may be. Each participant in this Plan shall have the status of a general unsecured creditor of the Company or of DECO, respectively. This Plan constitutes a promise by the Company or DECO, as the case may be, to make benefit payments in the future. It is intended that this Plan be unfunded for tax purposes and that this Plan shall remain unfunded during the entire period of its existence.

4. DURATION

The monthly retirement allowance payments will continue for a period equal to the aggregate number of months served on any and all of the Boards while not an employee of the Company, DECO or any Affiliate (but not counting any month more than once), or until the participant's death, whichever occurs first. In the event of death prior to the conclusion of scheduled payments under this Plan, any and all liability of the Company and DECO under this Plan is terminated. The participant's estate shall have no rights hereunder. There is no allowance to a surviving spouse or other beneficiary.

5. SUSPENSION OF PAYMENTS

Payment of the retirement allowance to a participant who is again elected to the Board of Directors of the Company or of DECO will be suspended. Any future allowance will be recalculated based on the annual retainer in effect at the time of the participant's subsequent termination of service from the Boards. The duration of payments will be determined by the cumulative number of whole months served on any and all of the Boards (not counting any month more than once) minus the number of retirement allowance payments received prior to re-election to a Board.

6. NONALIENATION OF BENEFITS

The right of a participant to payment of a retirement allowance hereunder shall not be anticipated, alienated, sold, assigned, transferred, pledged, encumbered, attached, or garnished by a participant or a participant's

creditors and shall not be subject to garnishment, execution, attachment, or similar process. Any attempted anticipation, sale, assignment, transfer, pledge, levy, encumbrance, attachment, garnishment, or similar process shall be null and void and without effect.

7. ADMINISTRATION: ARBITRATION

(a) This Plan shall be administered by the Nominating Committee of the Board of Directors of the Company (the "Nominating Committee"), who shall have full power and authority to make each determination provided for in this Plan, to interpret this Plan, and to establish rules, regulations and procedures for carrying out its purpose.

(b) The Secretary of the Company shall be responsible for recordkeeping under this Plan and shall also be responsible for making, or causing to be made, all payments provided for by this Plan.

(c) Notwithstanding Section 7(a) hereof, in the event of any dispute, claim, or controversy (hereinafter referred to as a "Grievance") between a director who is eligible to elect to receive the benefits provided under this Plan and the Company with respect to the payment of benefits to such director under this Plan, the computation of benefits under this Plan, or any of the terms and conditions of this Plan, such Grievance shall be resolved by arbitration in accordance with this Section 7(c).

(1) Arbitration shall be the sole and exclusive remedy to redress any Grievance.

(2) The arbitration decision shall be final and binding, and a judgment on the arbitration award may be entered in any court of competent jurisdiction and enforcement may be had according to its terms.

(3) The arbitration shall be conducted by the American Arbitration Association in accordance with the Commercial Arbitration Rules of the American Arbitration Association and expenses of the arbitrators and the American Arbitration Association shall be borne by the Company. Neither the Company nor such director shall be entitled to attorneys' fees, expert witness fees, or other expenses expended in the course of such arbitration or the enforcement of any award rendered thereunder.

(4) The place of the Arbitration shall be the offices of the American Arbitration Association in Detroit Metropolitan area, Michigan.

(5) The arbitrator(s) shall not have the jurisdiction or authority to change any of the provisions of this Plan by alteration of, addition to, or

subtraction from the terms thereof. The arbitrator(s)' sole authority shall be to apply any terms and conditions of this Plan. Since arbitration is the exclusive remedy with respect to any Grievance, no director eligible to receive benefits provided under this Plan has the right to resort to any federal court, state court, local court, or any administrative agency concerning breaches of any terms and provisions hereunder, and the decision of the arbitrator(s) shall be a complete defense to any suit, action, or proceeding instituted in any federal court, state court, local court or administrative agency by such director or the Company with respect to any Grievance which is arbitrable as herein set forth.

(6) The arbitration provisions shall, with respect to any Grievance, survive the termination of this Plan.

(d) This Plan is a non-contributory, non-qualified and unfunded plan and represents only an unsecured general obligation of the Company and of DECO, respectively. Neither the foregoing or any other provision of this Plan shall preclude, however, the Company or DECO from segregating assets which are intended to be a source for payment of benefits under this Plan. The Company shall pay, or cause to be paid, benefit payments to which a director is entitled under this Plan from the general assets of the Company or DECO, as the case may be, based on service attributable to the respective Boards.

8. AMENDMENT OR TERMINATION

The Board of Directors of the Company reserves the right to amend, modify, supplement, suspend or terminate this Plan at any time, provided, however, that no such amendment, modification, supplement or termination shall affect the right of any participant who is immediately eligible to receive an allowance hereunder to receive benefits theretofore accrued.

EXHIBIT 3L(*10.21)

DTE ENERGY COMPANY
PLAN FOR DEFERRING THE
PAYMENT OF DIRECTORS' FEES

The DTE Energy Company Plan for Deferring the Payment of Directors' Fees (the "Plan") is established by DTE Energy Company (the "Company) effective as of January 1, 1996.

SECTION I - PURPOSE

The purpose of the Plan is to enable each Director to defer all or a portion of his or her fees for future services as a member of the Board of Directors or as a member of any committee thereof.

SECTION II - ELIGIBILITY

Any Director of the Company who is not a Company employee or an employee of any Affiliate shall be eligible to participate in the Plan. For purposes of the Plan, "Affiliate shall mean any entity in which the Company directly or indirectly beneficially owns more than 50% of the voting securities.

SECTION III - ELECTION, MODIFICATION, AND TERMINATION PROCEDURES

Any Director wishing to participate in the Plan must file with the Corporate Secretary of the Company at 2000 Second Avenue, Detroit, MI 48226, a written Notice of Election on the form attached as Exhibit "A" to defer payment of all or a portion of his or her Director's fees. Such an election to participate in the Plan must be made prior to the beginning of the month for which fees are payable. An effective election with respect to Directors' fees that have been deferred under the terms of this Plan and fees that have already been earned may not be modified or revoked. An effective election with regard to fees that have not been deferred or earned may be modified by filing a new Notice of Election or may be terminated by filing a Notice of Termination on the form attached as Exhibit "B". A Director who shall have terminated an effective election may thereafter file a new election covering a subsequent period.

SECTION IV - ESTABLISHMENT AND ADMINISTRATION OF DEFERRED DIRECTORS' FEE ACCOUNT

The amount of any Director's fees deferred in accordance with an election shall be credited to a deferred Director's fee account maintained by the Company. Such account shall remain a part of the general funds of the Company, and nothing contained in this Plan shall be deemed to create a trust or fund of any kind or create any fiduciary relationship.

As of the last day of each month for each Director participating in this Plan, the deferred Director's fee account for such Director shall be adjusted as follows:

(a) The account shall first be charged with any distributions made during the month.

(b) The account balance shall then be credited with interest for that month. Such interest shall be computed by multiplying the applicable portion of the account balance after the adjustment provided for in Subsection (a) of this Section by a fraction, the numerator of which is the 5-Year United States Treasury Bond rate, as reported in The Wall Street Journal as of the last business day of each month, and the denominator of which is 12.

(c) Finally, the account shall be credited with the amount, if any, of Director's fees deferred during that month.

A separate record of deferred Director's fees and applicable interest shall be maintained by the Company for each participant in this Plan.

SECTION V - PAYMENT OF DEFERRED DIRECTORS' FEES

Deferred fees shall be paid to a Director or, in the event of death, to his or her designated beneficiary in accordance with the Notice of Election and Beneficiary Designation forms that have been filed with the Corporate Secretary of the Company. If a Director elects to receive payment of his or her deferred fees in installments rather than in a lump sum, the payment period shall not exceed ten years following the payment commencement date. The amount of any installment payment shall be determined by multiplying the balance of the Director's unpaid deferred fees and applicable interest on the date of such installment by a fraction, the numerator of which is one and the denominator of which is the number of remaining unpaid installments. Such balance shall be appropriately reduced to reflect the installment payments made hereunder.

SECTION VI - WHEN PAYMENT OF DEFERRED DIRECTORS' FEES COMMENCES

The payment in a lump sum or installments of amounts deferred pursuant to an election under this Plan shall commence on January 15 of the first year to which payment has been deferred and shall be paid in accordance with the terms of such election. If a Director shall die prior to the first year to which payment has been deferred, such payment shall commence on January 15 of the calendar year immediately following the year of death and shall be paid in the manner specified in such election.

In the event a participating Director receives an assessment of income taxes from the Internal Revenue Service which treats any amount payable under this Plan as being includible in such Director's gross income prior to the actual payment of such amount to such Director, the Company shall pay an amount equal to such income taxes to such Director within 30 days after written notice from such Director of such assessment, and such Director's fee account shall be reduced by an amount equal to such income taxes.

Each payment under this Plan shall be reduced by any federal, state, or local taxes which the Company determines should be withheld from such payment.

Benefits under this Plan shall be payable solely from the general assets of the Company; provided, however, that no provision in this Plan shall preclude the Company from segregating assets which are intended to be a source for payment of benefits under this Plan. Each participant in this Plan shall have the status of a general unsecured creditor of the Company. This Plan constitutes a promise by the Company to make benefit payments in the future. It is intended that this Plan be unfunded for tax purposes and that this Plan shall remain unfunded for the entire period of its existence.

SECTION VII - DESIGNATION OF BENEFICIARY

Each Director, on becoming a participant, shall file with the Corporate Secretary of the Company a beneficiary designation on the form attached as Exhibit "C" designating one or more beneficiaries to whom payments otherwise due the participant shall be made in the event of his or her death while serving as a Director or after leaving the Board. A beneficiary designation will be effective only if the signed beneficiary designation form is filed with the Corporate Secretary of the Company while the Director is alive, and will cancel all beneficiary designations signed and filed previously under this Plan. If the primary beneficiary shall survive the Director but dies before receiving all the amounts due hereunder, the deferred amounts remaining unpaid at the time of death shall be paid in one lump sum to the legal representative of the primary beneficiary's estate. If the primary beneficiary shall predecease the Director, amounts remaining unpaid at the time of the Director's death shall be paid in the order specified by the Director to the contingent beneficiary(s) surviving the Director. If the contingent beneficiary(s) dies

before receiving all the amounts due hereunder, the unpaid amount shall be paid in one lump sum to the legal representative of such contingent beneficiary(s) estate. If the Director shall fail to designate a beneficiary(s) as provided in this Section, or if all designated beneficiaries shall predecease the Director, the deferred amounts remaining unpaid at the time of such Director's death shall be paid in one lump sum to the legal representative of the Director's estate.

SECTION VIII - NON-ALIENABILITY AND NON-TRANSFERABILITY

No Director, beneficiary designated by the Director, or creditors of the Director shall have any right to, directly or indirectly, anticipate, alienate, sell, transfer, assign, pledge, encumber, attach, or garnish any amount that is or may be payable hereunder.

SECTION IX - ADMINISTRATION OF PLAN; ARBITRATION

(a) Full power and authority to construe, interpret, and administer the Plan shall be vested in the Nominating Committee of the Board of Directors of the Company. Decisions of the Nominating Committee shall be final, conclusive, and binding upon all parties.

(b) Notwithstanding Section IX(a) hereof, in the event of any dispute, claim, or controversy (hereinafter referred to as a "Grievance") between a Director who is eligible to elect to receive the benefits provided under this Plan and the Company with respect to the payment of benefits to such Director under this Plan, the computation of benefits under this Plan, or any of the terms and conditions of this Plan, such Grievance shall be resolved by arbitration in accordance with this Section IX(b).

(1) Arbitration shall be the sole and exclusive remedy to redress any Grievance.

(2) The arbitration decision shall be final and binding, and a judgment on the arbitration award may be entered in any court of competent jurisdiction and enforcement may be had according to its terms.

(3) The arbitration shall be conducted by the American Arbitration Association in accordance with the Commercial Arbitration Rules of the American Arbitration Association and expenses of the arbitrators and the American Arbitration Association shall be borne by the Company. Neither the Company nor such Director shall be entitled to attorneys' fees, expert witness fees, or other expenses expended in the course of such arbitration or the enforcement of any award rendered thereunder.

(4) The place of the arbitration shall be the offices of the American Arbitration Association in the Detroit Metropolitan area, Michigan.

(5) The arbitrator(s) shall not have the jurisdiction or authority to change any of the provisions of this Plan by alteration of, addition to, or subtraction from the terms thereof. The arbitrator(s)' sole authority shall be to apply any terms and conditions of this Plan. Since arbitration is the exclusive remedy with respect to any Grievance, no Director eligible to receive benefits provided under this Plan has the right to resort to any federal court, state court, local court, or administrative agency concerning breaches of any terms and provisions hereunder, and the decision of the arbitrator(s) shall be a complete defense to any suit, action, or proceeding instituted in any federal court, state court, local court or administrative agency by such Director or the Company with respect to any Grievance which is arbitrable as herein set forth.

(6) The arbitration provisions shall, with respect to any Grievance, survive the termination of this Plan.

SECTION X - AMENDMENT OR TERMINATION OF PLAN

The Board of Directors may amend or terminate this Plan at any time. Any amendment or termination of this Plan shall not affect the rights of participants or beneficiaries to the amounts in the deferred Directors' fee accounts at the time of such amendment or termination.

SECTION XI - APPLICABLE LAW

The provisions of this Plan shall be interpreted and construed in accordance with the laws of the State of Michigan.

EXHIBIT "A"

NOTICE OF ELECTION TO DEFER THE
PAYMENT OF DIRECTORS' FEES

Corporate Secretary
DTE Energy Company
2000 2nd Avenue
Detroit, MI 48226

RE: DTE ENERGY COMPANY PLAN FOR
DEFERRING THE PAYMENT OF DIRECTORS' FEES

Pursuant to provisions of the above-referenced Plan, I hereby elect to have fees payable to me for services on the DTE Energy Company Board of Directors and on any committee of such Board deferred in the manner specified below. It is understood and agreed that this election shall become effective on the first day of the month following receipt of this Notice of Election by the Secretary of the Company. I understand that this election shall be irrevocable with respect to fees that have been deferred and fees that have been earned for the month in which a Notice of Termination shall be filed. This election shall continue in effect for subsequent terms of office unless I shall modify or revoke it.

Payment of deferred fees shall commence on January 15 of the Year of Deferred Payment selected.

YEAR TO WHICH PAYMENT IS DEFERRED:                 19____
PERCENTAGE OF FEES DEFERRED:                       ______%
METHOD OF PAYMENT:
                          Lump Sum__________, or

Installments___________(Number of Years, not over 10)

FREQUENCY OF INSTALLMENTS: (Select one)

Annually ______________
Quarterly _____________

Signature _________________________________________Date ______________________

EXHIBIT "B"
NOTICE OF TERMINATION

Corporate Secretary
DTE Energy Company
2000 2nd Avenue
Detroit, MI 48226

RE: DTE ENERGY COMPANY PLAN FOR
DEFERRING THE PAYMENT OF DIRECTORS' FEES

Pursuant to provisions of the above-referenced Plan, I hereby terminate my participation in the Plan effective as of the first day of the month following receipt of this Notice of Termination by the Secretary of the Company.

Signature ___________________________________Date ___________________________

EXHIBIT "C"
BENEFICIARY DESIGNATION

Corporate Secretary
DTE Energy Company
2000 2nd Avenue
Detroit, MI 48226

RE: DTE ENERGY COMPANY PLAN FOR
DEFERRING THE PAYMENT OF DIRECTORS' FEES

Any fees for my service on the Board of Directors of DTE Energy Company or on any committee of the Board which were deferred under the above-referenced Plan and remain unpaid at my death shall be paid to the following primary beneficiary:

If the above-named primary beneficiary shall predecease me, I designate the following persons as contingent beneficiaries, in the order shown, to receive any such unpaid deferred fees:

1._____________________________________________________________________________ NAME

2._____________________________________________________________________________ NAME

3._____________________________________________________________________________ NAME

This supersedes any previous beneficiary designation made by me with respect to deferred fees under the Plan. I reserve the right to change the beneficiary in accordance with the terms of the Plan.

Signature__________________________________________Date_______________________

Witnesses___________________________________