Exhibit 10.1

EXECUTION VERSION

TRANSITION SERVICES AGREEMENT

by and between

DTE ENERGY COMPANY

and

DT MIDSTREAM, INC.

Dated as of June 25, 2021

TABLE OF CONTENTS

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TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of June 25, 2021, by and between DTE ENERGY COMPANY, a Michigan corporation (“DTE Energy”), and DT MIDSTREAM, INC., a Delaware corporation (“DT Midstream”).

RECITALS

WHEREAS, in connection with the contemplated Spin-Off of DT Midstream and concurrently with the execution of this Agreement, DTE Energy and DT Midstream are entering into a Separation and Distribution Agreement (the “Separation Agreement”);

WHEREAS, DT Midstream desires to obtain from DTE Energy, and DTE Energy desires to provide to DT Midstream, certain services, as more particularly described in this Agreement, for a limited period of time following the Spin-Off; and

WHEREAS, each of DTE Energy and DT Midstream desires to reflect the terms of their agreement with respect to such services.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged by this Agreement, DTE Energy and DT Midstream, for themselves, their successors and assigns, agree as follows:

ARTICLE I

Definitions

SECTION 1.01. Definitions. As used in this Agreement, the following terms have the following meanings:

“Additional Services” has the meaning ascribed thereto in Section 2.06(b).

“Affiliate” has the meaning ascribed thereto in the Separation Agreement.

“Agreement” has the meaning ascribed thereto in the preamble.

“Ancillary Agreements” has the meaning ascribed thereto in the Separation Agreement.

“Applicable Termination Date” means, with respect to each Service or Function, the date that is 24 months from the Distribution Date, or such earlier termination date specified with respect to such Service or Function, as applicable, in Schedule A.

“Change in Control Party” has the meaning ascribed thereto in Section 4.02(c).

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“Change in Control Transaction” means the acquisition in any manner by any Person or “group” (within the meaning of Section 13(d) of the U.S. Securities Exchange Act of 1934) of (i) all or substantially all of the assets of a Party and its subsidiaries, taken as a whole, or (ii) more than 50% of a Party’s equity securities.

“Consents” has the meaning ascribed thereto in the Separation Agreement.

“Contact” means either the Provider Contact or the Receiver Contact, as the context requires.

“Control” means, with respect to a Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through ownership of voting securities or other interests, by Contract (as such term is defined in the Separation Agreement) or otherwise.

“Cost of Services” means, with respect to each Service or Function, the amount specified with respect to such Service or Function, as applicable, in Schedule A, to be paid by a Receiver in respect of such Service or Function to the Provider of such Service or Function.

“Dispute” has the meaning ascribed thereto in Section 11.01.

“Dispute Notice” has the meaning ascribed thereto in Section 11.01.

“Distribution” has the meaning ascribed thereto in the Separation Agreement.

“Distribution Date” has the meaning ascribed thereto in the Separation Agreement.

“DT Midstream” has the meaning ascribed thereto in the preamble.

“DT Midstream Business” has the meaning ascribed thereto in the Separation Agreement.

“DT Midstream Group” has the meaning ascribed thereto in the Separation Agreement.

“DT Midstream Indemnitees” has the meaning ascribed thereto in the Separation Agreement.

“DTE Energy” has the meaning ascribed thereto in the preamble.

“DTE Energy Business” has the meaning ascribed thereto in the Separation Agreement.

“DTE Energy Group” has the meaning ascribed thereto in the Separation Agreement.

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“DTE Energy Indemnitees” has the meaning ascribed thereto in the Separation Agreement.

“Fixed Cost Services” means those Services for which specified amounts are listed as costs under the column titled “Monthly Cost to DTM” in Schedule A.

“Force Majeure Event” has the meaning ascribed thereto in Section 5.05.

“Function” means a business function identified in Schedule A.

“Governmental Authority” has the meaning ascribed thereto in the Separation Agreement.

“Group” means either the DTE Energy Group or the DT Midstream Group, as the context requires.

“Indemnitee” means a DTE Energy Indemnitee or a DT Midstream Indemnitee, as the context requires.

“Information” has the meaning ascribed thereto in the Separation Agreement.

“Insurance Proceeds” has the meaning ascribed thereto in the Separation Agreement.

“Interruption” has the meaning ascribed thereto in Section 5.04(b).

“Law” has the meaning ascribed thereto in the Separation Agreement.

“Liabilities” has the meaning ascribed thereto in the Separation Agreement.

“Migration Services” has the meaning ascribed thereto in Section 3.01.

“Party” means either party hereto, and “Parties” means both parties hereto.

“Person” has the meaning ascribed thereto in the Separation Agreement.

“Provider” means any member of the DTE Energy Group, in its capacity as the provider of any Services to any member of the DT Midstream Group.

“Provider Contact” has the meaning ascribed thereto in Section 2.02(b).

“Receiver” means any member of the DT Midstream Group, in its capacity as the receiver of any Services from any member of the DTE Energy Group.

“Receiver Contact” has the meaning ascribed thereto in Section 2.02(b).

“Sales Taxes” has the meaning ascribed thereto in Section 7.01(c).

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“Separation Agreement” has the meaning ascribed thereto in the recitals.

“Service Extension” has the meaning ascribed thereto in Section 8.02.

“Service Manager” has the meaning ascribed thereto in Section 2.02(a).

“Services” means the individual services included within the various Functions identified in Schedule A.

“Shutdown” has the meaning ascribed thereto in Section 5.04(a).

“Spin-Off” has the meaning ascribed thereto in the Separation Agreement.

“Sub-Contractor” has the meaning ascribed thereto in Section 2.03(b).

“Third-Party Claim” has the meaning ascribed thereto in the Separation Agreement.

“U.S.” means the United States of America.

“Variable Cost Services” means those Services other than Fixed Cost Services, for which monthly costs are contingent on the time, material or service usage of the Receiver.

ARTICLE II

Services

SECTION 2.01. Provision of Services.

(a) Commencing immediately after the Distribution, DTE Energy shall, and shall cause the applicable members of the DTE Energy Group to, provide to DT Midstream and the applicable members of the DT Midstream Group the Services set forth in Schedule A in accordance with the terms of this Agreement.

(b) Commencing immediately after the Distribution, DT Midstream shall, and shall cause the applicable members of the DT Midstream Group to, pay, perform, discharge and satisfy, as and when due, its and their respective obligations as Receivers under this Agreement in accordance with the terms of this Agreement.

SECTION 2.02. Service Managers; Contacts.

(a) Each of DTE Energy and DT Midstream agrees to appoint an employee representative (each, a “Service Manager”) who shall have overall responsibility for implementing, managing and coordinating the Services pursuant to this Agreement on behalf of DTE Energy or DT Midstream, as applicable. The Service Managers shall consult and coordinate with each other on a regular basis, as needed, during the term of this Agreement.

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(b) For each Service or Function set forth on Schedule A, the Provider and Receiver shall each appoint an employee representative (each, a “Provider Contact” or “Receiver Contact”, respectively) who shall have responsibility for implementing, managing and coordinating such Service or Function pursuant to this Agreement on behalf of the Provider or Receiver, as applicable.

(c) Initially, the Service Managers and Contacts shall be the individuals set forth on Schedule A. At any time upon notice given in accordance with Section 11.09, (i) either Party may change its designated Service Manager and (ii) any Provider or Receiver may change any of its designated Contacts.

SECTION 2.03. Personnel; Sub-Contractors.

(a) The Provider shall determine the personnel who shall perform the Services to be provided by it. All personnel providing Services shall remain at all times, and be deemed to be, employees or representatives solely of the Provider responsible to provide such Services (or its Affiliates or Sub-Contractors) for all purposes, and not to be employees or representatives of the Receiver. The Provider (or its Affiliates or Sub-Contractors) shall be solely responsible for payment of (i) all compensation, (ii) all income, disability, withholding and other employment taxes and (iii) all medical benefit premiums, vacation pay, sick pay and other employee benefits payable to or with respect to personnel who perform Services on behalf of such Provider. All such personnel shall be under the sole direction, control and supervision of the Provider and the Provider has the sole right to exercise all authority with respect to the employment, substitution, termination, assignment and compensation of such personnel.

(b) The Provider may, at its option, from time to time, delegate any or all of its obligations to perform Services under this Agreement to any one or more of its Affiliates or engage the services of other professionals, consultants or other third parties (each, a “Sub-Contractor”) in connection with the performance of the Services; provided, however, that (i) the Provider shall remain ultimately responsible for ensuring that its obligations with respect to the manner, scope, time frame, nature, quality and other aspects of the Services are satisfied with respect to any Services provided by any such Affiliate or Sub-Contractor and shall be liable for any failure of a Sub-Contractor to so satisfy such obligations (and any breaches of any provision hereof) and (ii) such Sub-Contractor agrees in writing to be bound by confidentiality provisions at least as restrictive to it as the terms of Section 11.04 of this Agreement. Except as agreed by the Parties in Schedule A or otherwise in writing, any costs associated with engaging the services of an Affiliate of the Provider or a Sub-Contractor shall not affect the Cost of Services payable by the Receiver under this Agreement, and the Provider shall remain solely responsible with respect to payment for such Affiliate’s or Sub-Contractor’s costs, fees and expenses.

SECTION 2.04. Standard of Performance.

(a) The Services shall be performed in substantially the same manner, scope, time frame, nature and quality, with the same care, and to the same extent and service level as such Services (or substantially similar services) were provided to the DT

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Midstream Business immediately prior to the Distribution Date, unless the Services are being provided by a Sub-Contractor who is also providing the same services to the Provider or any other member of the DTE Energy Group, in which case the Services shall be performed for the Receiver in substantially the same manner, scope, time frame, nature and quality, with the same care, and to the same extent and service level as they are being performed for the Provider or such other member of the DTE Energy Group, as applicable. If the DTE Energy Business did not provide such Services (or substantially similar services) to the DT Midstream Business immediately prior to the Distribution Date, then the Provider shall use commercially reasonable efforts to perform the Services in a competent and professional manner generally consistent with industry standards. The Services shall be used solely for the operation of the DT Midstream Business for substantially the same purpose as used by the Receiver or any other applicable member of the DT Midstream Group on the date of this Agreement.

(b) The Parties acknowledge that the Provider may make changes from time to time in the manner of performing Services if the Provider is making similar changes in performing the same or substantially similar Services for itself or other members of the DTE Energy Group; provided, however, that, unless expressly contemplated in Schedule A, such changes shall not affect the Cost of Services for such Service payable by the Receiver under this Agreement or decrease the manner, scope, time frame, nature, quality or level of the Services provided to the Receiver, except upon prior written approval of the Receiver.

SECTION 2.05. DISCLAIMER OF WARRANTIES. WITHOUT LIMITATION TO THE COVENANTS RELATING TO THE PROVISION OF SERVICES SET FORTH IN SECTION 2.04, THE SERVICES TO BE PROVIDED UNDER THIS AGREEMENT ARE FURNISHED WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. NO MEMBER OF THE DTE ENERGY GROUP MAKES ANY REPRESENTATION OR WARRANTY THAT ANY SERVICE COMPLIES WITH ANY LAW, DOMESTIC OR FOREIGN.

SECTION 2.06. Service Amendments and Additions.

(a) Subject to this Section 2.06, the Parties agree that the Services set forth in Schedule A constitute all of the Services to be provided by members of the DTE Energy Group as of the Distribution Date.

(b) DT Midstream may request DTE Energy to provide, or cause the applicable members of the DTE Energy Group to provide, amended or additional services that are not the Services identified in Schedule A as of the Distribution Date. In the event that DT Midstream desires to have DTE Energy, or the applicable members of the DTE Energy Group, provide additional services (“Additional Services”), DTE Energy, in its sole discretion, may agree to provide, or cause the applicable members of the DTE Energy Group to provide, such Additional Services.

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(c) If DTE Energy agrees in writing to provide, or cause the applicable members of the DTE Energy Group to provide, Additional Services pursuant to this Section 2.06, then the Parties shall in good faith negotiate an amendment to Schedule A, which shall describe in detail the service or function, as applicable, project scope, term, price and payment terms to be charged for such Additional Services. Once agreed to in writing, the amendment to Schedule A shall be deemed part of this Agreement as of the date of such amendment and the Additional Services shall be deemed “Services” or “Function”, as applicable, provided hereunder, in each case subject to the terms and conditions of this Agreement.

SECTION 2.07. No Management Authority. Notwithstanding anything to the contrary contained in this Agreement (including Schedule A), no Provider (or any Affiliate or Sub-Contractor of a Provider) shall be authorized by, or shall have any responsibility under, this Agreement to make any management, business or regulatory decisions on behalf of any Receiver as part of providing the Services.

ARTICLE III

Migration Services

SECTION 3.01. Migration Services. The Provider shall, and shall use commercially reasonable efforts to cause its Affiliates and Sub-Contractors to, assist the Receiver in connection with the transition from the performance of Services by the Provider to the performance of such Services by the Receiver or third parties engaged by the Receiver, which efforts may include assistance with the transfer of records, segregation and migration of historical data, the transition to non-Provider systems and cooperation with and assistance to any third party consultants engaged by the Receiver in connection with the transition (“Migration Services”), taking into account (i) the need to minimize the cost of such transition and the disruption to the ongoing business activities of the Parties and their Affiliates and (ii) the rights and interests of protecting confidential Information and privilege in accordance with Sections 7.01(c) and 7.09 of the Separation Agreement. This Section 3.01 shall be in addition to, and shall not be deemed to limit, the provisions of Section 7.09(b) of the Separation Agreement.

ARTICLE IV

Access and Security

SECTION 4.01. Access; Cooperation. The Parties shall cooperate in good faith to the extent necessary or appropriate to facilitate the performance and receipt of the Services in accordance with the terms of this Agreement. Without limiting the generality of the foregoing, (i) each Party shall make available on a timely basis to the other Party all information and materials requested by such Party to the extent reasonably necessary for the performance or receipt of the Services, (ii) each Party shall, and shall cause the other members of its Group and their respective Sub-Contractors, if applicable, to, upon reasonable notice, give or cause to be given to the other Party, the other members of its Group and their respective Sub-Contractors, if applicable, reasonable access, during

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regular business hours and at such other times as are reasonably required, to the relevant premises and personnel to the extent reasonably necessary for the performance or receipt of the Services and (iii) each Party shall, and shall cause the other members of its Group and their respective Sub-Contractors, if applicable, to, give the other Party, the other members of its Group and their respective Sub-Contractors, if applicable, reasonable access to, and all necessary rights to utilize, the other Party’s, and its Group’s, information, facilities, personnel, assets, systems and technologies to the extent reasonably necessary for the performance or receipt of the Services.

SECTION 4.02. Security.

(a) Each Party shall, and shall cause the other members of its Group, their respective Sub-Contractors, if applicable, and the personnel thereof, to: (i) not attempt to obtain access to, use or interfere with any information technology systems of the other Party or any other member of its Group, or any confidential or competitively sensitive information owned, used or processed by the other Party, except to the extent reasonably necessary to do so to provide or receive Services; (ii) maintain reasonable security measures to protect the systems of the other Party and the other members of the other Party’s Group to which it has access pursuant to this Agreement from access by unauthorized third parties; and (iii) not disable, damage or erase or disrupt or impair the normal operation of the information technology systems of the other Party or any other member of its Group.

(b) Each Party shall (i) immediately notify the other Party of any confirmed misuse, disclosure or loss of, or inability to account for, any confidential or competitively sensitive information and any confirmed unauthorized access to the first Party’s facilities, systems or network; and such first Party shall investigate such confirmed security incidents and reasonably cooperate with the other Party’s incident response team, supplying logs and other necessary information to mitigate and limit the damages resulting from such a security incident; provided that such other Party agrees to reimburse the first Party for time spent and actual travel expenses incurred in connection with any such investigation; and (ii) subject to applicable Law, use commercially reasonable efforts to comply with any reasonable requests to assist such other Party with its electronic discovery obligations related to the Services; provided that such other Party agrees to reimburse the first Party for time spent and actual travel expenses incurred in connection with such response.

(c) If either Party is party to a Change in Control Transaction (“Change in Control Party”), such Change in Control Party shall promptly, but no later than 30 days prior to the close of the Change in Control Transaction, return to the other Party or permanently delete and destroy all confidential Information in its possession pertaining to the other Party, other than such Information electronically preserved or recorded within any computerized data storage device or component (including any hard drive or database) pursuant to automatic or routine backup procedures generally accessible only by legal, IT or compliance personnel, which such Information shall not be used by the Change in Control Party for any other purpose. Upon the request of the other Party, the Change in Control Party shall provide confirmation of such deletion or destruction, if any.

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ARTICLE V

Limitations

SECTION 5.01. Upgrades. The Provider shall have no obligation to purchase, upgrade, enhance or otherwise modify any computer hardware, software or network environment currently used by the Provider (or any Affiliate or Sub-Contractor of such Provider), or to provide any support or maintenance services for any computer hardware, software or network environment that has been upgraded, enhanced or otherwise modified from the computer hardware, software or network environments that are currently used by the Provider (or any Affiliate or Sub-Contractor of such Provider).

SECTION 5.02. Consents.

(a) Nothing in this Agreement shall be deemed to require the provision of any Service by any Provider (or any Affiliate or Sub-Contractor of a Provider) to any Receiver if the provision of such Service requires the Consent of any Person (including any Governmental Authority), whether under applicable Law, by the terms of any contract to which such Provider or any other member of the DTE Energy Group is a party or otherwise, unless and until, subject to the last sentence of Section 5.02(c), such Consent has been obtained.

(b) The Provider shall use commercially reasonable efforts to obtain as promptly as possible any Consent of any Person that may be necessary for the performance of the Provider’s obligations pursuant to this Agreement. Any fees, expenses or extra costs incurred in connection with obtaining any such Consents shall be paid by the Receiver, and the Receiver shall use commercially reasonable efforts to provide assistance as necessary in obtaining such Consents.

(c) In the event that the Consent of any Person, if required in order for the Provider to provide Services, is not obtained reasonably promptly after the Distribution, the Provider shall notify the Receiver and the Parties shall cooperate in devising an alternative manner for the provision of the Services affected by such failure to obtain such Consent and the Cost of Services associated therewith, such alternative manner and Cost of Services to be reasonably satisfactory to both Parties and agreed to in writing. If the Parties elect such an alternative plan, the Provider shall provide the Services in such alternative manner and the Receiver shall pay for such Services based on the alternative Cost of Services.

SECTION 5.03. Compliance with Laws. The Services shall not include, and no Provider (or any Affiliate or Sub-Contractor of a Provider) shall be obligated to provide, any service the provision of which to the Receiver following the Distribution would constitute a violation of any Law.

SECTION 5.04. Shutdowns; Interruptions.

(a) If the Provider determines that it is necessary or appropriate to temporarily suspend a Service due to scheduled or emergency maintenance, modification,

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repairs, alterations or replacements (any such event, a “Shutdown”), the Provider shall use commercially reasonable efforts to provide the Receiver with reasonable prior notice of such Shutdown (including information regarding the nature and the projected length of such Shutdown), unless it is not reasonably practicable under the circumstances to provide such prior notice, and thereafter such Provider shall use commercially reasonable efforts to cooperate with the Receiver to minimize any impact on the Services caused by such Shutdown.

(b) The Parties acknowledge that there may be unanticipated temporary interruptions in the provision of a Service (any such event, an “Interruption”). The Provider shall use commercially reasonable efforts to provide the Receiver with notice of such Interruption as soon as possible (including information regarding the nature and the projected length of such Interruption), and thereafter such Provider shall use commercially reasonable efforts to cooperate with the Receiver to minimize any impact on the Services caused by such Interruption. The Provider shall not be excused from performance if it fails to use commercially reasonable efforts to remedy the situation causing such Interruption.

(c) In the event the obligations of the Provider to provide a Service are suspended in accordance with this Section 5.04, neither the Provider nor any other member of its Group shall have any liability to the Receiver arising out of or resulting from such suspension of the Provider’s provision of such Service, except to the extent resulting from a breach by the Provider of any agreement or covenant required to be performed or complied with by the Provider pursuant to this Section 5.04 (but subject to the other limitations on liability set forth in this Agreement).

SECTION 5.05. Force Majeure. In the event the performance of any terms or provisions hereof is delayed or prevented, in whole or in part, because of or related to compliance with any Law or requirement of any national securities exchange, or because of riot, war, public disturbance, public health event, strike, labor dispute, fire, explosion, storm, flood, act of God or act of terrorism that is not within the control of the Provider whose performance is interfered with and which by the exercise of reasonable diligence the Provider is unable to prevent, or for any other reason which is not within the control of the Provider whose performance is interfered with and which by the exercise of reasonable diligence the Provider is unable to prevent (each, a “Force Majeure Event”), then upon prompt written notice, stating the date and extent of such interference and the Force Majeure Event which is the cause thereof, by the Provider to the Receiver, the Provider shall be excused from its obligations hereunder during the period such Force Majeure Event or its effects continue, and no liability shall attach against the Provider on account thereof; provided, however, that the Provider shall promptly resume the required performance upon the cessation of the Force Majeure Event or its effects. No Provider shall be excused from performance under this Section 5.05 if such Provider fails to use commercially reasonable efforts to avoid the effects of the Force Majeure Event and remove the cause and effects of the Force Majeure Event.

SECTION 5.06. Interim Basis Only. DT Midstream acknowledges that the purpose of this Agreement is for DT Midstream to receive, and DTE Energy to provide, the Services on an interim basis and that the Services provided hereunder are transitional

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in nature. During the term of this Agreement, DT Midstream agrees to work diligently and expeditiously to establish its own logistics, infrastructure and systems to enable a transition to its own internal organization or other third-party providers of the Services and agrees to use its commercially reasonable efforts to reduce or eliminate its dependency on the DTE Energy’s provision of the Services as soon as is reasonably practicable.

SECTION 5.07. Third Parties. Notwithstanding anything to the contrary herein, the Provider (and the Affiliates and Sub-Contractors of the Provider) shall not be required to perform or to cause to be performed any of the Services for the benefit of any third party or any other Person other than the Receiver.

ARTICLE VI

Intellectual Property and Data

SECTION 6.01. Use of Intellectual Property. Each Party, on behalf of itself and the other members of its Group, hereby grants to the members of the other Party’s Group and to their respective Affiliates and Sub-Contractors, if applicable, providing the Services under this Agreement a nonexclusive, nontransferable, world-wide, royalty-free, sublicensable license, for the term of this Agreement, to use the intellectual property owned by such Party and the other members of its Group solely to the extent necessary for the other Party, the other members of its Group and their respective Affiliates and Sub-Contractors, if applicable, to perform their obligations hereunder.

SECTION 6.02. Ownership of Intellectual Property.

(a) Subject to the terms of the Separation Agreement, the Provider acknowledges and agrees that it shall acquire no right, title or interest (including any license rights or rights of use) to any work product resulting from the provision of Services hereunder for the Receiver’s exclusive use and such work product shall remain the exclusive property of the Receiver. To the extent title to any such work product vests in the Provider by operation of Law, DTE Energy hereby assigns (and shall cause any such Provider, and any Affiliate or Sub-Contractor of such Provider, to assign) to the applicable Receiver all right, title and interest in and to such work product, and the Provider shall (and shall cause any Affiliate or Sub-Contractor of such Provider to) provide such assistance and execute such documents as the Receiver may reasonably request to assign to such Receiver all right, title and interest in and to such work product.

(b) The Receiver acknowledges and agrees that it shall acquire no right, title or interest (other than a non-exclusive, perpetual, royalty-free worldwide right of use) to any work product resulting from the provision of Services hereunder that is not for the Receiver’s exclusive use and such work product shall remain the exclusive property of the Provider.

SECTION 6.03. Title to Intellectual Property; Title to Data. DT Midstream acknowledges that (i) except as otherwise expressly provided herein, all procedures, methods, systems, strategies and other intellectual property used by the

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Provider in connection with the provision of Services shall remain the property of such Provider and shall at all times be under the sole direction and control of such Provider and (ii) it shall acquire no right, title or interest (including any license rights or rights of use) in any firmware or software, or the licenses therefor that are owned by the Provider or its Affiliates, by reason of the provision of the Services hereunder, except as expressly provided in Section 6.01 and Section 8.05.

SECTION 6.04. Third-Party Software. Each Party acknowledges that it may be necessary to make proprietary and/or third-party software available to the other Party in the course and for the purpose of performing and receiving the Services. Each Party (i) shall comply with the license restrictions applicable to any and all proprietary or third-party software made available to such Party by the other Party in the course of the provision and receipt of Services hereunder, (ii) acknowledges receipt of the license terms of use applicable to all proprietary or third-party software in its possession as of the Distribution Date and (iii) agrees that it shall be responsible for providing to the other Party a copy of the applicable license terms (or, solely with respect to open source software or other software with publicly available license terms, information sufficient to direct such other Party to a copy thereof) for any and all proprietary or third-party software first made available to such other Party after the Distribution Date, solely to the extent such provision would not violate the providing Party’s duty of confidentiality owed to any third party.

ARTICLE VII

Compensation

SECTION 7.01. Compensation for Services.

(a) As compensation for each Service or Function rendered pursuant to this Agreement, the Receiver shall be required to pay to the Provider the Cost of Services specified for such Service or Function in Schedule A.

(b) During the term of this Agreement, the Cost of Service for a Service or Function may increase to the extent of any increase in the applicable Cost of Services during a Service Extension, in accordance with Section 8.02.

(c) The amount of any actual and documented sales tax, value-added tax, goods and services tax or similar tax that is required to be assessed and remitted by the Provider in connection with the Services provided hereunder (“Sales Taxes”) shall be promptly paid to the Provider by the Receiver in accordance with Section 7.02. Such payment shall be in addition to the Cost of Services set forth in Schedule A (unless such Sales Tax is expressly already accounted for in the applicable Cost of Services).

SECTION 7.02. Payment Terms.

(a) The Provider shall bill the Receiver monthly, on or around the 15th of each month, or at such other interval specified with respect to a particular Service or Function in Schedule A, an amount equal to the aggregate Cost of Services due for (i) all Fixed Cost Services provided (or to be provided) in such month (whether performed prior

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to or after the date of such invoice) and (ii) all Variable Cost Services provided in the immediately preceding month, in each case, subject to any other specified interval, as applicable, plus any Sales Taxes. Invoices shall be directed to the Receiver Contact set forth on Schedule A opposite such Service or Function, or to such other Person designated in writing from time to time by such Receiver Contact. The Receiver shall pay such amount in full within 15 business days after receipt of each invoice by wire transfer of immediately available funds in U.S. Dollars to the account designated by the Provider for this purpose. Each invoice shall set forth in reasonable detail the calculation of the charges and amounts and applicable Sales Taxes, for each Service or Function during the month or other specified interval to which such invoice relates. In addition to any other remedies for non-payment, if any payment is not received by the Provider on or before the date such amount is due, then a late payment interest charge, calculated at a 2.0% per annum rate, shall immediately begin to accrue and any such late payment interest charges shall become immediately due and payable in addition to the amount otherwise owed under this Agreement. The Parties shall cooperate to achieve an invoicing structure that minimizes taxes for both Parties, including by implementing a local to local invoicing structure where applicable.

(b) Any objection to the amount of any invoice shall be deemed to be a Dispute hereunder subject to the provisions applicable to Disputes set forth in Section 11.01.

SECTION 7.03. Books and Records. DTE Energy shall, and shall cause the other members of the DTE Energy Group to, maintain complete and accurate books of account as necessary to support calculations of the Cost of Services for the Services rendered by it or the other members of the DTE Energy Group and shall make such books available to DT Midstream, upon reasonable notice, during normal business hours; provided, however, that to the extent DTE Energy’s books, or the books of the other members of the DTE Energy Group, contain Information relating to any other aspect of the DTE Energy Business, the Parties shall negotiate a procedure to provide DT Midstream with necessary access while preserving the confidentiality of such other records.

SECTION 7.04. Withholding. Any and all payments made under this Agreement by the Receiver shall be made free and clear of, and without deduction or withholding for or on account of, any taxes, except as required by applicable Law. To the extent any taxes are so deducted or withheld and paid over to the appropriate Governmental Authority, such taxes shall be treated as having been paid to the Provider for purposes of this Agreement; provided, however, that the Receiver shall notify the Provider in writing of any anticipated withholding at least 15 business days prior to making any such deduction or withholding and shall cooperate with the Provider in obtaining any available exemption from or reduction of such deduction or withholding. The Receiver shall promptly provide to the Provider tax receipts or other documents evidencing the payment of any such deducted or withheld amount to the applicable Governmental Authority. The Parties shall use, and shall cause their respective Affiliates to use, commercially reasonable efforts to minimize Sales Taxes and taxes otherwise required to be deducted or withheld by the Receiver hereunder.

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SECTION 7.05. No Offset. No Receiver shall withhold any payments to the Provider under this Agreement in order to offset payments due to such Receiver pursuant to this Agreement, the Separation Agreement, any other Ancillary Agreement or otherwise, unless such withholding is mutually agreed by the Parties or is provided for in the final ruling of a court having jurisdiction pursuant to Section 11.06. Any required adjustment to payments due hereunder shall be made as a subsequent invoice.

ARTICLE VIII

Term

SECTION 8.01. Commencement. This Agreement is effective as of the date hereof and shall remain in effect with respect to a particular Service or Function until the occurrence of the Applicable Termination Date applicable to such Service or Function (or, subject to the terms of Section 8.02, the expiration of any Service Extension applicable to such Service or Function), unless earlier terminated (i) in its entirety or with respect to a particular Service or Function, in each case in accordance with Section 8.03, or (ii) by mutual consent of the Parties. Notwithstanding anything to the contrary contained herein, if the Separation Agreement shall be terminated in accordance with its terms, this Agreement shall be automatically terminated and void ab initio with no further action by the Parties and shall be of no force and effect.

SECTION 8.02. Service Extension. If the Receiver reasonably determines that it will require a Service to continue beyond the Applicable Termination Date or the end of a subsequent extension period, the Receiver may request the Provider to extend the term of such Service for the desired renewal period(s) (each, a “Service Extension”) by written notice to the Provider no less than 45 days prior to the end of the then-current Service term. The Provider shall respond in its sole discretion to any such request for a Service Extension within 15 days of receipt of such request. The Parties shall amend the terms of Schedule A to reflect the new Service term and Cost of Services to the extent mutually agreed in writing, following such agreement relating to a Service Extension, subject to the conditions set forth in this Section 8.02. Each such amended Schedule A, as agreed to in writing by the Parties, shall be deemed part of this Agreement as of the date of such agreement.

SECTION 8.03. Termination.

(a) If the Provider or Receiver materially breaches any of its respective obligations under this Agreement (and the period for resolution of the Dispute relating to such breach set forth in Section 11.01 has expired), the non-breaching Provider or Receiver, as applicable, may terminate this Agreement with respect to the Service for which such obligations are owed, effective upon not less than 30 days’ written notice of termination to the breaching Party, if the breaching Party does not cure such default within 30 days after receiving written notice thereof from the non-breaching Party. The termination of this Agreement with respect to any Service pursuant to this Section 8.03 shall not affect the Parties’ rights or obligations under this Agreement with respect to any other Service.

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(b) Except as otherwise provided by Law, either Party may terminate this Agreement upon written notice to the other Party if the other Party makes a general assignment for the benefit of creditors or becomes insolvent, or a receiver is appointed for, or a court approves reorganization or arrangement proceedings on, such Party.

(c) Except as otherwise provided in this Agreement or Schedule A, a Receiver shall be entitled to terminate one or more Services being provided by any Provider for any reason or no reason at all, upon, as applicable (i) not less than 30 days’ prior written notice for Services with an Applicable Termination Date (as specified with respect to such Service in Schedule A as of the date hereof) that is less than or equal to 12 months after the Distribution Date or (ii) not less than 90 days’ prior written notice for Services with an Applicable Termination Date (as specified with respect to such Service in Schedule A as of the date hereof) that is more than 12 months after the Distribution Date.

SECTION 8.04. Effect of Termination. In the event of any termination of this Agreement in its entirety or with respect to any Service or Function, each Provider and Receiver shall remain liable for all of their respective obligations that accrued hereunder prior to the date of such termination, including all obligations of each Receiver to pay any amounts due to any Provider hereunder.

SECTION 8.05. Return of Books, Records and Files. Upon the request of the Receiver after the termination of a Service with respect to which the Provider holds books, records or files, including current and archived copies of computer files, (i) owned solely by the Receiver or its Affiliates and used by the Provider in connection with the provision of a Service pursuant to this Agreement or (ii) created by the Provider and in the Provider’s possession as a function of and relating solely to the provision of Services pursuant to this Agreement, such books, records and files shall either be returned to the Receiver or deleted or destroyed by the Provider, other than such books, records and files electronically preserved or recorded within any computerized data storage device or component (including any hard drive or database) pursuant to automatic or routine backup procedures generally accessible only by legal, IT or compliance personnel, which such books, records and files shall not be used by the Provider for any other purpose. Upon the request of the Receiver, the Provider shall provide confirmation of such deletion or destruction, if any. The Receiver shall bear the Provider’s reasonable, necessary and actual out-of-pocket costs and expenses associated with the return or destruction of such books, records or files. At its expense, the Provider may make one copy of such books, records or files for its legal files.

ARTICLE IX

Indemnification; Limitation on Liability

SECTION 9.01. Indemnification. DT Midstream, on behalf of each member of the DT Midstream Group in its capacity as a Receiver, shall indemnify, defend and hold harmless DTE Energy and the other DTE Energy Indemnitees from and against any and all Liabilities incurred by such DTE Energy Indemnitee and arising out of, in connection with or by reason of this Agreement or any Services provided by any member

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of the DTE Energy Group hereunder, except to the extent such Liabilities arise out of a DTE Energy Group member’s (i) breach of this Agreement, (ii) violation of any Laws in providing any Services, (iii) violation of third-party rights (including such third-party rights embodied in patents, trademarks, copyrights and trade secrets) in providing any Services or (iv) gross negligence or willful misconduct in providing any Services.

SECTION 9.02. Limitation on Liability.

(a) Neither DTE Energy, in its capacity as a Provider, nor any other member of the DTE Energy Group acting in the capacity of a Provider, nor any Indemnitee thereof, shall be liable (whether such liability is direct or indirect, in contract or tort or otherwise) to DT Midstream (or any DT Midstream Indemnitee) for any Liabilities arising out of, related to or in connection with or by reason of this Agreement or any Services provided hereunder, except to the extent that such Liabilities arise out of such DTE Energy Indemnitee’s (i) breach of this Agreement, (ii) violation of any Laws in providing the Services, (iii) violation of third-party rights (including such third-party rights embodied in patents, trademarks, copyrights and trade secrets) in providing any Services or (iv) gross negligence or willful misconduct in providing any Services; provided that nothing in this Section 9.02(a) shall be deemed to limit the rights of DT Midstream or any other member of the DT Midstream Group under Section 9.02(e), in its capacity as a Receiver, regarding Insurance Proceeds in respect of Third-Party Claims.

(b) IN NO EVENT SHALL DTE ENERGY, IN ITS CAPACITY AS A PROVIDER, NOR ANY OTHER MEMBER OF THE DTE ENERGY GROUP ACTING IN THE CAPACITY OF A PROVIDER, NOR ANY INDEMNITEE THEREOF, BE LIABLE, WHETHER IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE TO DT MIDSTREAM (OR ANY DT MIDSTREAM INDEMNITEE) FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING LOSS OF PROFITS) AS A RESULT OF ANY BREACH, PERFORMANCE OR NON-PERFORMANCE BY SUCH PROVIDER UNDER THIS AGREEMENT, EXCEPT AS MAY BE PAYABLE TO A CLAIMANT IN A THIRD-PARTY CLAIM.

(c) THE TOTAL LIABILITY OF THE DTE ENERGY GROUP MEMBERS, IN THEIR CAPACITY AS PROVIDERS, TO THE DT MIDSTREAM GROUP ARISING OUT OF, RELATED TO OR IN CONNECTION WITH OR BY REASON OF THIS AGREEMENT OR ANY SERVICES PROVIDED HEREUNDER FOR ANY CLAIM SHALL NOT EXCEED IN THE AGGREGATE AN AMOUNT EQUAL TO THE TOTAL AMOUNT PAID TO IT FOR SERVICES UNDER THIS AGREEMENT; PROVIDED, HOWEVER, THAT, NOTWITHSTANDING THE FOREGOING, IN THE CASE OF ANY LIABILITY TO THE DT MIDSTREAM GROUP ARISING OUT OF A THIRD-PARTY CLAIM, THE TOTAL LIABILITY OF THE DTE ENERGY GROUP MEMBERS, IN THEIR CAPACITY AS PROVIDERS, TO THE DT MIDSTREAM GROUP SHALL BE INCREASED BY AN AMOUNT EQUAL TO THE AMOUNT, IF ANY, OF ANY INSURANCE PROCEEDS THAT ARE ACTUALLY RECEIVED BY SUCH PROVIDER IN ACCORDANCE WITH SECTION 9.02(e).

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(d) DT Midstream understands and agrees that the Parties have allocated responsibilities and risks of loss and limited liabilities of the Parties as stated in this Agreement based on the recognition that DTE Energy is not in the business of providing the Services to third parties. Such allocations and limitations are fundamental elements of the basis of the bargain between the Parties and DTE Energy would not be able or willing to provide the Services without the protections provided by such allocations and limitations. DT Midstream acknowledges (on behalf of each member of the DT Midstream Group in its capacity as a Receiver, and any Indemnitee thereof) that (i) neither DTE Energy nor the other members of the DTE Energy Group is a commercial provider of the Services provided herein, (ii) DTE Energy is providing, or causing the other members of the DTE Energy Group to provide, the Services in connection with the Spin-Off and (iii) this Agreement is not intended by the Parties to have DTE Energy or any other member of the DTE Energy Group manage and operate the DT Midstream Business, in lieu of DT Midstream or any other DT Midstream Indemnitee. The Parties agree that the foregoing shall be taken into consideration in any claim made under this Agreement.

(e) If the Provider, in its capacity as such, or any other Indemnitee thereof, shall be liable to DT Midstream for any Liability arising out of a Third-Party Claim arising out of, related to or in connection with or by reason of this Agreement or any Services provided hereunder, such Provider, at the request of such Indemnitee, shall use commercially reasonable efforts to pursue and recover any available Insurance Proceeds under applicable insurance policies. Promptly upon the actual receipt of any such Insurance Proceeds, such Provider shall pay such Insurance Proceeds to the applicable Indemnitee to the extent of the Liability arising out of such Third-Party Claim. The Indemnitee shall, upon the request of such Provider and to the extent permitted under such Provider’s applicable insurance policies, promptly pay directly to such Provider or to such Provider’s insurer any reasonable costs or expenses incurred in the collection of such Indemnitee’s portion of such Insurance Proceeds (including such Indemnitee’s portion of applicable retentions or deductibles); provided, however, that in no event shall an Indemnitee’s portion of such collection costs and expenses, applicable retentions and deductibles exceed the amount of Insurance Proceeds actually received by such Indemnitee.

ARTICLE X

Other Covenants

SECTION 10.01. Attorney-in-Fact. On a case-by-case basis, the Receiver shall execute documents necessary to appoint the Provider as its attorney-in-fact for the sole purpose of executing any and all documents and instruments reasonably required to be executed in connection with the performance by the Provider of any Service under this Agreement.

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ARTICLE XI

Miscellaneous

SECTION 11.01. Disputes. Except as otherwise provided in this Agreement, the Parties shall resolve all disputes arising under or in connection with this Agreement (each, a “Dispute”) in accordance with the following procedures (including, for the avoidance of doubt, any Dispute relating to payments with respect to the Services). All Disputes shall be first considered in person, by teleconference or by video conference within five business days after receipt of notice from either Party specifying the nature of the Dispute (a “Dispute Notice”) by the Service Managers and, if such Dispute concerns a particular Service or Function, the Contacts whose names are set forth on Schedule A opposite such Service or Function. If any Dispute is not resolved by the Service Managers, and such Contacts, if any, within 10 business days after receipt of a Dispute Notice, then, upon the written request of either Party, each Party shall designate a representative who does not spend a substantial portion of his or her time on activities relating to this Agreement to meet in person, by teleconference or by video conference with the other Party’s designated representative for the purpose of resolving the Dispute. The designated representatives shall negotiate in good faith to resolve the Dispute. If they do not resolve the Dispute within 10 business days after the date the Dispute was referred to them, the Parties may pursue any other rights, remedies or actions that may be available to them under this Agreement or at Law.

SECTION 11.02. Separation Agreement. The Parties agree that, in the event of a conflict between the terms of this Agreement and the Separation Agreement with respect to the subject matter hereof, the terms of this Agreement shall govern.

SECTION 11.03. Relationship of Parties. Nothing in this Agreement shall be deemed or construed by the Parties or any third party as creating a relationship of principal and agent, partnership or joint venture between the Parties, between Providers and Receiver or with any individual providing Services, it being understood and agreed that no provision contained herein, and no act of any Party or members of their respective Groups, shall be deemed to create any relationship between the Parties or members of their respective Groups other than the relationship set forth herein. Each Party and each Provider shall act under this Agreement solely as an independent contractor and not as an agent or employee of any other Party or any of such Party’s Affiliates.

SECTION 11.04. Confidentiality. Each Party hereby acknowledges that confidential Information of such Party or members of its Group may be exposed to employees and agents of the other Party or its Group as a result of the activities contemplated by this Agreement. Each Party agrees, on behalf of itself and its Affiliates, that such Party’s obligation (and the obligation of members of its Group) to use and keep confidential such Information of the other Party or its Group shall be governed by Sections 7.01(c) and 7.09 of the Separation Agreement.

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SECTION 11.05. Counterparts; Entire Agreement.

(a) This Agreement may be executed in one or more counterparts, all of which counterparts shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each Party and delivered to the other Party. This Agreement may be executed by electronic or PDF signature and scanned and exchanged by electronic mail, and such electronic or PDF signature shall constitute an original for all purposes.

(b) This Agreement, the Separation Agreement, the other Ancillary Agreements and any Appendices, Exhibits and Schedules hereto and thereto contain the entire agreement between the Parties with respect to the subject matter hereof and supersede all previous agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect to such subject matter, and there are no agreements or understandings between the Parties with respect to the subject matter hereof other than those set forth or referred to herein or therein.

SECTION 11.06. Governing Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware, regardless of the Laws that might otherwise govern under applicable principles of conflicts of laws thereof. Each Party irrevocably consents to the exclusive jurisdiction, forum and venue of the Delaware Court of Chancery (and if the Delaware Court of Chancery shall be unavailable, any Delaware State court or the federal court sitting in the State of Delaware) over any and all claims, disputes, controversies or disagreements between the Parties or any of their respective Affiliates, successors and assigns under or related to this Agreement or any document executed pursuant to this Agreement or any of the transactions contemplated hereby or thereby, including their execution, performance or enforcement, whether in contract, tort or otherwise. Each of the Parties hereby agrees that it shall not assert, and shall hereby waive, any claim or right or defense that it is not subject to the jurisdiction of such courts, that the venue is improper, that the forum is inconvenient or any similar objection, claim or argument. Each Party agrees that a final judgment in any legal proceeding resolved in accordance with this Section 11.06 be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN CONNECTION WITH ANY LITIGATION ARISING OUT OF OR RELATING IN ANY WAY TO THIS AGREEMENT OR ANY SERVICES PROVIDED HEREUNDER.

SECTION 11.07. Assignability. Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by operation of Law or otherwise by either Party without the prior written consent of the other Party. Any purported assignment without such consent shall be void. Subject to the preceding sentences, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the Parties and their respective successors and permitted assigns. Notwithstanding the foregoing, DTE Energy may assign this Agreement without consent in connection with (i) a merger transaction in which such Party is not the surviving entity and the surviving entity acquires or assumes all or substantially all of such Party’s assets

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or (ii) the sale of all or substantially all of such Party’s assets; provided, however, that the assignee expressly assumes in writing all of the obligations of the assigning Party under this Agreement, and the assigning Party provides written notice and evidence of such assignment and assumption to the non-assigning Party as promptly as practicable following the assignment. Nothing in this Section 11.07 shall affect or impair a Provider’s ability to delegate any or all of its obligations under this Agreement to one or more Affiliates or Sub-Contractors pursuant to Section 2.03(b).

SECTION 11.08. Third-Party Beneficiaries. Except for the indemnification rights under this Agreement of any DTE Energy Indemnitee in its capacity as such, (i) the provisions of this Agreement are solely for the benefit of the Parties and are not intended to confer upon any Person except the Parties any rights or remedies hereunder and (ii) there are no third-party beneficiaries of this Agreement and this Agreement shall not provide any third-party Person with any remedy, claim, liability, reimbursement, cause of action or other right in excess of those existing without reference to this Agreement.

SECTION 11.09. Notices. All notices or other communications under this Agreement shall be in writing and shall be provided in the manner set forth in the Separation Agreement.

SECTION 11.10. Survival. Notwithstanding anything to the contrary contained herein, Article VII, Article VIII, Article IX and Article XI of this Agreement shall survive the termination of this Agreement.

SECTION 11.11. Severability. If any provision of this Agreement or the application thereof to any Person or circumstance is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof, or the application of such provision to Persons or circumstances or in jurisdictions other than those as to which it has been held invalid or unenforceable, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby, so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to either Party. Upon any such determination, any such provision, to the extent determined to be invalid, void or unenforceable, shall be deemed replaced by a provision that such court determines is valid and enforceable and that comes closest to expressing the intention of the invalid, void or unenforceable provision.

SECTION 11.12. Headings. The article, section and paragraph headings contained in this Agreement, including in the table of contents of this Agreement, are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

SECTION 11.13. Waivers of Default. No failure or delay of any Party (or the applicable member of its Group) in exercising any right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, preclude any other or further exercise thereof or the exercise of any other right or power. Waiver by any Party of any default by the other Party of any provision of this Agreement shall not be deemed a waiver by the waiving Party of any subsequent or other default.

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SECTION 11.14. Amendments. No provisions of this Agreement shall be deemed waived, amended, supplemented or modified by any Party, unless such waiver, amendment, supplement or modification is in writing and signed by the authorized representative of each Party.

SECTION 11.15. Interpretation. The rules of interpretation set forth in Section 11.15 of the Separation Agreement are incorporated by reference into this Agreement, mutatis mutandis.

[Signature Page Follows]

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

Exhibit 10.2

EXECUTION VERSION

TAX MATTERS AGREEMENT

by and between

DTE ENERGY COMPANY

and

DT MIDSTREAM, INC.

Dated as of June 25, 2021

TABLE OF CONTENTS

i

ii

TAX MATTERS AGREEMENT (this “Agreement”), dated as of June 25, 2021, by and between DTE ENERGY COMPANY, a Michigan corporation (“DTE”) and DT Midstream, Inc., a Delaware corporation (“Spinco” and, together with DTE, the “Parties”).

W I T N E S S E T H:

WHEREAS Spinco is an indirect wholly-owned subsidiary of DTE and a member of the affiliated group of which DTE is the common parent;

WHEREAS, pursuant to the Separation Agreement, DTE and Spinco have effected or agreed to effect the Conversion, the Intercompany Debt Refinancing, the External Borrowing, the Spinco Notes Repayment, the Receivable Distribution, the Louisiana Midstream Contribution, the Bluestone Gas Contribution, the Internal Distribution, the Contributions, the Recapitalization and the External Distribution (together, the “Transactions”); and

WHEREAS the Parties intend that each of the applicable Transactions qualify for its Intended Tax Treatment;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties hereby agree as follows:

ARTICLE I

Definitions

SECTION 1.01.    Definition of Terms. The following terms shall have the following meanings. Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Separation Agreement.

“10% Acquisition Transaction” has the meaning set forth in Section 4.06.

“Accounting Firm” has the meaning set forth in Section 3.01(c).

“Active Trade or Business” means the active conduct (determined in accordance with Section 355(b) of the Code) of the trade or business described in the Tax Opinion Representations for purposes of satisfying the requirements of Section 355(b) of the Code as it applies to each of the Distributions with respect to Spinco.

“Adjustment Request” means any formal or informal claim or request made or filed with any Taxing Authority for the adjustment, refund, credit or offset of Taxes, including any amended Tax Return claiming adjustment to the Taxes as reported on that Tax Return or, if applicable, to such Taxes as previously adjusted.

“Agreement” has the meaning set forth in the preamble.

“Apportioned Tax Attributes” means Tax Attributes that are subject to allocation or apportionment between one Person and another Person under applicable Law or by reason of the Transactions.

“Code” means the Internal Revenue Code of 1986, as amended.

“Determination” means (i) any final determination of liability in respect of a Tax that, under applicable Law, is not subject to further appeal, review or modification through proceedings or otherwise (including the expiration of a statute of limitations or period for the filing of claims for refunds, amended Tax Returns or appeals from adverse determinations), including a “determination” as defined in Section 1313(a) of the Code or execution of an IRS Form 870AD, or (ii) the payment of Tax by a Party (or its Subsidiary) that is responsible for payment of that Tax under applicable Law, with respect to any item disallowed or adjusted by a Taxing Authority, as long as the responsible Party determines that no action should be taken to recoup that payment and the other Party agrees.

“Distributions” means the Internal Distribution and the External Distribution.

“DTE” has the meaning set forth in the preamble.

“DTE Consolidated Group” means any consolidated, combined, unitary or similar group of which (i) any member of the DTE Tax Group is or was a member and (ii) any member of the Spinco Tax Group is or was a member.

“DTE Consolidated Tax Return” means any Tax Return with respect to a DTE Consolidated Group.

“DTE Joint Venture Entity” means any Person in which a member of the DTE Tax Group owns 50% or less of the outstanding equity interests.

“DTE Joint Venture Taxes” means any Taxes of any DTE Joint Venture Entity for which a member of the Spinco Tax Group may be liable directly or through any reimbursement or contribution obligation.

“DTE Tax Group” means any group comprised of DTE and any Subsidiary of DTE, excluding each member of the Spinco Tax Group.

“Indemnifying Party” means a Party that has an obligation to make an Indemnity Payment.

“Indemnitee” means a Party that is entitled to receive an Indemnity Payment.

“Indemnity Payment” means an indemnity payment contemplated by this Agreement, the EMA or the Separation Agreement.

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“Intended Tax Treatment” means, with respect to each of the applicable Transactions, the U.S. Federal income Tax consequences (if any) set forth for such Transaction in Appendix A.

“IRS” means the U.S. Internal Revenue Service.

“Legal Comfort” has the meaning set forth in Section 4.04(b).

“Non-US Spinco Member” means (i) any member of the Spinco Tax Group other than a member that is incorporated, organized or otherwise formed under the laws of the United States or any state thereof or the District of Columbia and (ii) any member of the Spinco Tax Group formed under the laws of the United States or any state thereof or the District of Columbia that is owned, in whole or in part, directly or indirectly, by any member of the Spinco Tax Group described in clause (i).

“Ordinary Course of Business” means, with respect to an action taken (or to be taken) by a Person, that the action is taken in the ordinary course of the normal day-to-day operations of that Person.

“Ordinary Taxes” means Taxes other than (i) Transaction Taxes and (ii) Transfer Taxes.

“Parties” has the meaning set forth in the preamble.

“Post-Distribution Tax Period” means any taxable period (or portion thereof) that begins on or after the Distribution Date.

“Pre-Distribution Tax Period” means any taxable period (or portion thereof) that ends on or before the Distribution Date.

“Proposed Acquisition Transaction” has the meaning set forth in Section 4.03(b).

“Protective Section 336(e) Election” means, with respect to an entity, a protective election under Section 336(e) of the Code and Section 1.336-2(j) of the Regulations (and any similar provision of U.S. state or local Law for such jurisdictions as DTE shall determine at its sole discretion) to treat the disposition of the stock of such entity, pursuant to the Distributions, as a deemed sale of the assets of such entity in accordance with Section 1.336-2(h) of the Regulations (or any similar provision of U.S. state or local Law).

“Records” has the meaning set forth in Section 5.01.

“Refund Recipient” has the meaning set forth in Section 2.03.

“Regulations” means the Treasury regulations promulgated under the Code.

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“Restricted Period” has the meaning set forth in Section 4.03(a).

“Ruling” means a private letter ruling (including any supplemental ruling) issued by the IRS, whether granted prior to, on or after the date hereof.

“Separation Agreement” means the Separation and Distribution Agreement dated as of the date of this Agreement by and between DTE and Spinco, including the Schedules thereto.

“Significant Non-U.S. Shareholder” means a person (other than a “United States person” within the meaning of Section 7701(a)(30) of the Code) that owns more than 5 percent of DTE common stock (directly or under the applicable attribution rules provided in Section 897(c)(6)(C) of the Code and Section 1.897-1(c)(2)(iii) of the Treasury Regulations).

“Specified Dispute” has the meaning set forth in Section 5.06.

“Spinco” has the meaning set forth in the preamble.

“Spinco Joint Venture Entity” means any Person in which a member of the Spinco Tax Group owns 50% or less of the outstanding equity interests.

“Spinco Joint Venture Taxes” means any Taxes of any Spinco Joint Venture Entity for which a member of the Spinco Tax Group may be liable directly or through any reimbursement or contribution obligation.

“Spinco SAG” has the meaning set forth in Section 4.03(a)(v).

“Spinco Separate Tax Return” means any Tax Return that (a) includes any member of the Spinco Tax Group and (b) does not include any member of the DTE Tax Group.

“Spinco Stock” means (i) all classes or series of stock or other equity interests of Spinco and (ii) all other instruments properly treated as stock of Spinco for U.S. Federal income Tax purposes.

“Spinco Tax Group” means any group comprised of Spinco and any Subsidiary of Spinco.

“Straddle Period” has the meaning set forth in Section 2.05(b).

“Subsidiary” means, with respect to any Person, a corporation, partnership, association, limited liability company, trust or other form of legal entity in which such Person and/or one or more Subsidiaries of such Person has either (i) a majority ownership in the equity thereof; (ii) the power to elect, or to direct the election of, a majority of the board of directors or other analogous governing body of such entity; or (iii) the title or function of general partner or manager, or the right to designate the Person having such title or function.

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“Tax Advisor” means a U.S. Tax counsel or accountant of recognized national standing.

“Tax Attribute” means any carryovers or carrybacks of net operating losses, net capital losses, excess tax credits and any other similar tax attributes as determined for Federal, state, local or foreign Tax purposes. For the avoidance of doubt, the existence or amount of basis and computations of previously taxed income and earnings and profits are not Tax Attributes.

“Tax Contest” means an audit, review, examination or other administrative or judicial proceeding, in each case by any Taxing Authority.

“Tax Dispute” has the meaning set forth in Section 5.06.

“Tax Opinion Representations” means representations regarding certain facts in existence at the applicable time made by DTE and Spinco that serve as a basis for the Tax Opinion.

“Tax Opinion” means the written opinion of Cravath, Swaine & Moore LLP issued to DTE to the effect that each of the applicable Transactions should qualify for its Intended Tax Treatment.

“Tax Return” means any return, declaration, statement, report, form, estimate or information return relating to Taxes, in each case, including any amendments thereto and any related or supporting information, required or permitted to be filed with any Taxing Authority.

“Tax Return Preparer” has the meaning set forth in Section 3.01(a).

“Taxes” means all forms of taxation or duties imposed by any Governmental Authority, or required by any Governmental Authority to be collected or withheld, including charges, in each case, in the nature of a tax, together with any related interest, penalties and other additional amounts.

“Taxing Authority” means any Governmental Authority charged with the determination, collection or imposition of Taxes.

“Transaction Taxes” means all (i) Taxes imposed on DTE, Spinco or any of their respective Subsidiaries resulting from the failure of any step of the Transactions to qualify for its Intended Tax Treatment, (ii) Taxes imposed on any third party resulting from the failure of any step of the Transactions to qualify for its Intended Tax Treatment for which DTE, Spinco or any of their respective Subsidiaries is or becomes liable for any reason and (iii) reasonable, out-of-pocket legal, accounting and other advisory or court fees incurred in connection with liability for Taxes described in clause (i) or (ii).

“Transaction Tax Contest” means a Tax Contest with the purpose or effect of determining or redetermining Transaction Taxes.

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“Transactions” has the meaning set forth in the recitals.

“Transfer Taxes” means all transfer, sales, use, excise, stock, stamp, stamp duty, stamp duty reserve, stamp duty land, documentary, filing, recording, registration, value-added and other similar Taxes.

“Unqualified Tax Opinion” has the meaning set forth in Section 4.04(c).

“USRPHC” means a “United States real property holding corporation” within the meaning of Section 897(c)(2) of the Code.

ARTICLE II

Allocation of Tax Liabilities and Tax Benefits

SECTION 2.01.    DTE Indemnification of Spinco. After the External Distribution, DTE shall be liable for, and shall indemnify and hold Spinco harmless from, the following Taxes, whether incurred directly by Spinco or indirectly through one of its Subsidiaries:

(a)    For any taxable period, Ordinary Taxes of any member of the DTE Tax Group or a DTE Consolidated Group and Ordinary Taxes reflected on all DTE Consolidated Tax Returns; and

(b)    Transaction Taxes;

in each case, other than Taxes for which Spinco is liable under Section 2.02.

SECTION 2.02.    Spinco Indemnification of DTE. After the External Distribution, Spinco shall be liable for, and shall indemnify and hold DTE harmless from, the following Taxes, whether incurred directly by DTE or indirectly through one of its Subsidiaries:

(a)    For any taxable period, Ordinary Taxes of any member of a Spinco Tax Group and Ordinary Taxes reflected on all Spinco Separate Tax Returns; and

(b)    Transaction Taxes attributable to:

(i)    the failure to be true when made or deemed made of (A) any Tax Opinion Representation made by Spinco or (B) any representation made by Spinco, any Subsidiary or controlling shareholder of Spinco, any counterparty to any Proposed Acquisition Transaction or any of such counterparty’s Affiliates for purposes of obtaining a Ruling or an Unqualified Tax Opinion intended to be Legal Comfort;

(ii)    any action or omission by Spinco or any Subsidiary of Spinco in breach of the covenants set forth herein (including those in Section 4.03, without regard to Section 4.04), in any other Ancillary Agreement or in the Separation Agreement;

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(iii)    the application of Section 355(e) or 355(f) of the Code to any of the Transactions by virtue of any acquisition (or deemed acquisition) of Spinco Stock (including newly issued Spinco Stock) or assets of Spinco or any Subsidiary of Spinco;

(iv)    a determination that either of the Distributions was used principally as a device for the distribution of the earnings and profits within the meaning of Section 355(a)(1)(B) of the Code if such determination was based in whole or in part on any sale or exchange of Spinco Stock or on any distribution on Spinco Stock occurring after the External Distribution; or

(v)    any other action or omission taken after the External Distribution by Spinco or any Subsidiary of Spinco, except to the extent such action or omission is otherwise expressly required or permitted by this Agreement (other than under Section 4.04), any other Ancillary Agreement or the Separation Agreement; and

(c)    Any and all Transfer Taxes incurred by the DTE Tax Group or the Spinco Tax Group as a result of the Transactions.

SECTION 2.03.    Refunds, Credits and Offsets. Subject to Section 2.04, if DTE, Spinco or any of their respective Subsidiaries receives any refund of any Taxes for which the other Party is liable under Sections 2.01 and 2.02 (a “Refund Recipient”), such Refund Recipient shall pay to the other Party the entire amount of the refund (including interest, but net of any Taxes imposed with respect to such refund) within 10 business days of receipt or accrual; provided, however, that the other Party, upon the request of such Refund Recipient, shall repay the amount paid to the other Party (plus any penalties, interest or other charges imposed by the relevant Taxing Authority) in the event such Refund Recipient is required to repay such refund to the relevant Taxing Authority. In the event a Party would be a Refund Recipient but for the fact it applied a refund to which it would otherwise have been entitled against a Tax liability arising in a subsequent taxable period, then such Party shall be treated as a Refund Recipient and the economic benefit of so applying the refund shall be treated as a refund for purposes of this Section 2.03, and shall be paid within 10 business days of the due date of the Tax Return to which such refund is applied to reduce the subsequent Tax liability.

SECTION 2.04.    Carrybacks. If a Tax Return of Spinco or any of its Subsidiaries for any taxable period ending after the Distribution Date reflects any Tax Attribute, then Spinco or its applicable Subsidiary shall (a) waive the right to carry back any such Tax Attribute to a Pre-Distribution Tax Period and (b) not make any affirmative election to carry back any such Tax Attribute to a Pre-Distribution Tax Period, in each case, to the extent permissible under applicable Law. In the event that Spinco or any of its Subsidiaries does carry back a Tax Attribute to a Pre-Distribution Tax Period, then (i) no payment with respect to such carryback shall be due to Spinco or any of its

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Subsidiaries from DTE and (ii) if Spinco or any of its Subsidiaries receives any refund, credit or offset of any Taxes in connection with such carryback, Spinco shall promptly pay to DTE the full amount of such refund or the economic benefit of the credit or offset (including interest, but net of any Taxes imposed with respect to such refund). This Section 2.04 shall not apply to any Tax Attributes reflected on any Spinco Separate Tax Return.

SECTION 2.05.    Straddle Periods. (a) DTE and Spinco shall take all commercially reasonable actions necessary or appropriate to close the taxable year of each member of the Spinco Tax Group for all Tax purposes as of the end of the Distribution Date to the extent permitted by applicable Law.

(b)    For any taxable period that includes (but does not end on) the Distribution Date (a “Straddle Period”), Taxes for the Pre-Distribution Tax Period shall be computed (i) in the case of Taxes imposed on a periodic basis (such as real, personal and intangible property Taxes), on a daily pro rata basis and (ii) in the case of other Taxes, as if the taxable period ended as of the close of business on the Distribution Date, and in the case of any such other Taxes that are attributable to the ownership of any equity interest in a partnership, other “flowthrough” entity or “controlled foreign corporation” (within the meaning of Section 957(a) of the Code or any comparable U.S. state or local or foreign Law), as if the taxable period of that entity ended as of the close of business on the Distribution Date (whether or not such Taxes arise in a Straddle Period of the applicable owner).

(c)    DTE and Spinco hereby agree that, consistent with Section 1.1502-76(b) of the Regulations, (i) any transaction with respect to Spinco or the Spinco Tax Group occurring on the Distribution Date but after the effective time of the External Distribution and (ii) any transaction occurring or item of income, gain or loss recognized in the Ordinary Course of Business of Spinco or the Spinco Tax Group on the Distribution Date are, in each case, properly allocable to the portion of the Distribution Date following the Distribution and shall be treated for all U.S. Federal income Tax purposes as occurring at the beginning of the day following the Distribution Date. The parties shall file all Tax Returns in a manner consistent with such treatment.

SECTION 2.06.    Apportioned Tax Attributes. Spinco may request that DTE undertake a determination of the portion, if any, of any Apportioned Tax Attribute to be allocated or apportioned to the Spinco Tax Group (or any member thereof) under applicable Law. If DTE undertakes such a determination, whether or not at the request of Spinco, DTE shall in good faith advise Spinco in writing of the amount, if any, of any Apportioned Tax Attributes which DTE determines shall be allocated or apportioned to the Spinco Tax Group (or any member thereof) under applicable Law; provided that this Section 2.06 shall not be construed as obligating DTE to undertake any such determination as to the amount, allocation or apportionment of any Apportioned Tax Attribute. Spinco agrees that it shall accept DTE’s allocation or apportionment of Apportioned Tax Attributes, and Spinco and all members of the Spinco Group shall prepare all Tax Returns in accordance therewith, unless such allocation or apportionment is manifestly unreasonable or manifestly erroneous. Spinco shall reimburse DTE for all

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reasonable third-party costs and expenses incurred by DTE or any of its Subsidiaries in connection with such determination requested by Spinco within ten (10) Business Days after receiving an invoice from DTE therefor.

ARTICLE III

Tax Returns, Tax Contests and Other Administrative Matters

SECTION 3.01.    Responsibility for Preparing Tax Returns. (a) Spinco shall timely prepare or cause to be timely prepared any Spinco Separate Tax Returns that are required or permitted to be filed for any taxable period beginning before the Distribution Date. Except for any Tax Returns to be prepared by Spinco pursuant to the immediately preceding sentence, DTE shall timely prepare or cause to be timely prepared any Tax Returns of the DTE Tax Group and the DTE Consolidated Group that are required or permitted to be filed for any taxable period beginning before the Distribution Date. The Party responsible for preparing any Tax Returns pursuant to this Section 3.01(a) shall be referred to herein as the “Tax Return Preparer”. If a Party other than the Tax Return Preparer is responsible for filing any such Tax Return under Section 3.02(a), the Tax Return Preparer shall, subject to Section 3.01(c), promptly deliver such prepared Tax Return to the other Party reasonably in advance of the applicable filing deadline.

(b)    To the extent that any Tax Return described in Section 3.01(a) is required to be filed by a Party other than the Tax Return Preparer or directly relates to matters for which another Party may have an indemnification obligation to the Tax Return Preparer or that may give rise to a refund to which that other Party would be entitled, under this Agreement, the Tax Return Preparer shall (i) prepare the relevant portions of the Tax Return on a basis consistent with past practice, except (A) as required by applicable Law or to correct any clear error, (B) as a result of changes or elections made on any DTE Consolidated Tax Return that do not relate primarily to the Spinco Tax Group or (C) as mutually agreed by the Parties; (ii) notify the other Party of any such portions not prepared on a basis consistent with past practice; (iii) provide the other Party a reasonable opportunity to review the relevant portions of the Tax Return; and (iv) consider in good faith any reasonable comments made by the other Party.

(c)    The Parties shall attempt in good faith to resolve any issues arising out of the review of any such Tax Return as soon as practically possible. If the Parties are unable to resolve their differences, then the Parties shall collectively select an independent accounting firm (the “Accounting Firm”) and shall instruct the Accounting Firm to use its best efforts to prepare the relevant portions of the Tax Return on behalf of the Tax Return Preparer in compliance with Section 3.01(b) as promptly as practically possible. All determinations of the Accounting Firm relating to the disputed items, absent fraud, shall be final and binding on the Parties. The fees and expenses of the Accounting Firm shall be borne by Spinco.

SECTION 3.02.     Filing of Tax Returns and Payment of Taxes. (a) Each Party shall execute and timely file each Tax Return that it is responsible for filing under applicable Law and shall timely pay to the relevant Taxing Authority any amount shown

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as due on each such Tax Return. The obligation to make payments pursuant to this Section 3.02(a) shall not affect a Party’s right, if any, to receive payments under Section 3.02(b) or otherwise be indemnified under this Agreement.

(b)    In addition to its obligations under Section 3.01(b), the Tax Return Preparer shall, no later than 5 business days before the due date (including extensions) of any Tax Return described in Section 3.01(a), notify the other Party of any amount (or any portion of any such amount) shown as due on that Tax Return for which the other Party must indemnify the Tax Return Preparer under this Agreement. The other Party shall pay such amount to the Tax Return Preparer no later than the due date (including extensions) of the relevant Tax Return. A failure by an Indemnitee to give notice as provided in this Section 3.02(b) shall not relieve the Indemnifying Party’s indemnification obligations under this Agreement, except to the extent that the Indemnifying Party shall have been actually prejudiced by such failure.

(c)    Neither Spinco nor any of its Subsidiaries shall file, amend, withdraw, revoke or otherwise alter any DTE Consolidated Tax Return.

(d)    Neither Spinco nor any of its Subsidiaries shall file, amend, withdraw, revoke or otherwise alter any Tax Return of Spinco or any of its Subsidiaries (other than any Spinco Separate Tax Returns) to the extent such Tax Return relates to the Pre-Distribution Tax Period without the prior written consent of DTE, which consent shall not be unreasonably withheld or delayed.

(e)    Spinco shall not file any Adjustment Request with respect to any Tax for which DTE has an indemnification obligation under this Agreement or that would otherwise reasonably be expected to give rise to a Tax liability for which DTE would be responsible (and for which DTE may not seek indemnification under this Agreement) and DTE will not file any Adjustment Request with respect to any Tax for which Spinco has an indemnification obligation under this Agreement or that would otherwise reasonably be expected to give rise to a Tax liability for which Spinco would be responsible (and for which Spinco may not seek indemnification under this Agreement), in each case without the consent of the other Party (not to be unreasonably withheld, conditioned or delayed). Any Adjustment Request that the Parties consent to make under this Section 3.02 shall be prepared by the applicable Tax Return Preparer.

SECTION 3.03.    Tax Contests. (a) DTE or Spinco, as applicable, shall, within 10 business days of becoming aware of any Transaction Tax Contest or Tax Contest that could reasonably be expected to cause the other Party to have an indemnification obligation under this Agreement, notify the other Party of such Transaction Tax Contest or Tax Contest and thereafter promptly forward or make available to the Indemnifying Party copies of notices and communications relating to the relevant portions of such Tax Contest. A failure by an Indemnitee to give notice as provided in this Section 3.03(a) (or to promptly forward any such notices or communications) shall not relieve the Indemnifying Party’s indemnification obligations under this Agreement, except to the extent that the Indemnifying Party shall have been actually prejudiced by such failure.

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(b)    DTE and Spinco each shall have the exclusive right to control the conduct and settlement of any Tax Contest, other than a Transaction Tax Contest, relating to any Tax Return that it is responsible for preparing pursuant to Section 3.01(a). Notwithstanding the foregoing, if the conduct or settlement of any portion or aspect of any such Tax Contest could reasonably be expected to cause a Party to have an indemnification obligation under this Agreement, then the Indemnitee shall not accept or enter into any settlement without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.

(c)    DTE shall have the exclusive right to control the conduct and settlement of any Transaction Tax Contest; provided, that where the conduct or settlement of any portion or aspect of any such Transaction Tax Contest could reasonably be expected to cause Spinco to have an indemnification obligation under this Agreement, then (i) DTE shall not accept or enter into any settlement relating to any Transaction Tax Contest without the consent of Spinco, which consent shall not unreasonably be withheld or delayed, and (ii) Spinco shall have the right to attend any formally scheduled meetings with any Taxing Authority or hearings or proceedings before any judicial authority, in each case with respect to such Transaction Tax Contest (or the relevant portion or aspect thereof). Notwithstanding the foregoing, either Party shall be entitled to exclusively control the conduct and settlement of any Transaction Tax Contest if such Party notifies the other Party that (notwithstanding the rights and obligations of the Parties under this Agreement) it agrees to pay and indemnify the other Party against any Transaction Taxes resulting from such Transaction Tax Contest.

SECTION 3.04.    Expenses. Each Party shall bear its own expenses in the course of any Tax Contest, other than expenses included in the definition of Transaction Taxes, which shall be governed by Article II.

SECTION 3.05.    Joint Venture Taxes. Notwithstanding anything to the contrary in this Agreement:

(a)    Spinco shall be liable for all Spinco Joint Venture Taxes and shall have the exclusive right to control the conduct and settlement of any Tax Contest with respect to any Spinco Joint Venture Entity to the extent provided for in the relevant Spinco Joint Venture Entity’s governing documents; and

(b)    DTE shall be liable for all DTE Joint Venture Taxes and shall have the exclusive right to control the conduct and settlement of any Tax Contest with respect to any DTE Joint Venture Entity to the extent provided for in the relevant DTE Joint Venture Entity’s governing documents.

ARTICLE IV

Tax Matters Relating to the Transactions

SECTION 4.01.    Mutual Representations. Each Party represents that it knows of no fact, and has no plan or intention to take any action, that it knows or reasonably should expect, after consultation with a Tax Advisor, is inconsistent with the qualification of any step of the Transactions for its Intended Tax Treatment.

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SECTION 4.02.    Mutual Covenants. (a) Each Party shall use its reasonable best efforts to cause the Tax Opinion to be issued, including by executing the Tax Opinion Representations requested by Cravath, Swaine & Moore LLP that are true and correct.

(b)    Except as otherwise expressly required or permitted by the Separation Agreement, this Agreement or any other Ancillary Agreement, after the External Distribution neither Party shall take or fail to take, or cause or permit its respective Subsidiaries to take or fail to take, any action, if such action or omission would be inconsistent with its Tax Opinion Representations or the Intended Tax Treatment.

SECTION 4.03.    Restricted Actions. (a) Subject to Section 4.04, during the period beginning on the Distribution Date and ending on, and including, the last day of the two-year period following the Distribution Date (the “Restricted Period”), Spinco shall not (and shall not cause or permit any of its Subsidiaries to), in a single transaction or a series of transactions:

(i)    enter into any Proposed Acquisition Transaction;

(ii)    take any affirmative action that permits a Proposed Acquisition Transaction to occur by means of an agreement to which neither Spinco nor any of its Subsidiaries is a party (including by (A) redeeming rights under a shareholder rights plan, (B) finding a tender offer to be a “permitted offer” under any such plan or otherwise causing any such plan to be inapplicable or neutralized with respect to any Proposed Acquisition Transaction, (C) approving any Proposed Acquisition Transaction, whether for purposes of Section 203 of the DGCL or any similar corporate statute, or any “fair price” or other provision of Spinco’s charter or bylaws, or (D) amending its certificate of incorporation to declassify its Board of Directors or approving any such amendment);

(iii)    liquidate or partially liquidate Spinco, whether by merger, consolidation or otherwise (provided that, for the avoidance of doubt, a merger of another entity into Spinco or any of its Subsidiaries shall not constitute an action described in this Section 4.03(a)(iii));

(iv)    cause or permit Spinco to cease to engage in the Active Trade or Business;

(v)    sell or transfer 50% or more of the gross assets of the Active Trade or Business or 50% or more of the gross assets of the “separate affiliated group” (within the meaning of Section 355(b)(3)(B) of the Code) of Spinco (the “Spinco SAG”) held immediately before the Internal Distribution (provided, however, that the foregoing shall not apply to (A) sales, transfers or dispositions of assets to any member of the Spinco SAG, (B) sales, transfers or dispositions of assets in the Ordinary Course of Business of Spinco, (C) payments of cash to acquire assets

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from an unrelated Person in an arm’s length transaction, (D) sales, transfers or dispositions of assets to a Person that is disregarded as an entity separate from the transferor for U.S. Federal income Tax purposes or (E) any mandatory or optional repayments (or prepayments) of any indebtedness of Spinco or any of its Subsidiaries); or

(vi)    redeem or otherwise repurchase (directly or indirectly) any Spinco Stock, except to the extent such redemptions or repurchases satisfies Section 4.05(1)(b) of Revenue Procedure 96-30 (as in effect prior to its amendment by Revenue Procedure 2003-48).

(b)    (i) For purposes of this Agreement, “Proposed Acquisition Transaction” means any transaction or series of transactions (or any agreement, understanding or arrangement to enter into a transaction or series of transactions) as determined for purposes of Section 355(e) of the Code, in connection with which one or more Persons would (directly or indirectly) acquire, or have the right to acquire (including pursuant to an option, warrant or other conversion right), from any other Person or Persons, an interest in Spinco Stock that, when combined with any other acquisitions of Spinco Stock that occur after the Distributions (but excluding any other acquisition described in clause (ii)) comprises 35% or more of the value or the total combined voting power of all interests that are treated as outstanding equity in Spinco for U.S. Federal income Tax purposes immediately after such transaction or, in the case of a series of related transactions, immediately after any transaction in such series. For this purpose, any recapitalization, repurchase or redemption of Spinco Stock and any amendment to the certificate of incorporation (or other organizational documents) of Spinco shall be treated as an indirect acquisition of Spinco Stock by any shareholder to the extent such shareholder’s percentage interest in interests that are treated as outstanding equity in Spinco for U.S. Federal income Tax purposes increases by vote or value.

(ii)    Notwithstanding the foregoing, a Proposed Acquisition Transaction shall not include (x) the adoption by Spinco of a shareholder rights plan that meets the requirements of IRS Revenue Ruling 90-11, (y) transfers on an established market of Spinco Stock that are described in Safe Harbor VII of Section 1.355-7(d) of the Regulations or (z) issuances of Spinco Stock that satisfy Safe Harbor VIII (relating to acquisitions in connection with a Person’s performance of services) or Safe Harbor IX (relating to acquisitions by a retirement plan of an employer) of Section 1.355-7(d) of the Regulations; provided, that such transaction or series of transactions shall constitute a Proposed Acquisition Transaction if meaningful factual diligence is necessary to establish that Section 4.03(b)(ii)(x), (y) or (z) applies.

(c)    If Spinco merges or consolidates with another entity to form a new entity, references in this Agreement to Spinco shall be to that new entity and Spinco Stock shall refer to the capital stock or other relevant instruments or rights of that new entity.

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(d)    The provisions of this Section 4.03, including the definition of “Proposed Acquisition Transaction”, are intended to monitor compliance with Section 355 of the Code and shall be interpreted accordingly. Any clarification of, or change in, Section 355 of the Code or the Regulations thereunder shall be incorporated into this Section 4.03 and its interpretation.

SECTION 4.04.    Consent to Take Certain Restricted Actions. (a) Spinco may (and may cause or permit its Subsidiaries to) take an action otherwise prohibited under Section 4.03(a) if (i) DTE consents in writing to any such action, which consent shall be at DTE’s sole and absolute discretion or (ii) Spinco has received Legal Comfort with respect to such action. For the avoidance of doubt, neither DTE’s written consent pursuant to this Section 4.04(a) nor Spinco’s receipt of Legal Comfort shall relieve Spinco of its indemnification obligations under Section 2.02(b).

(b)    For purposes of this Agreement, “Legal Comfort” means either a Ruling or an Unqualified Tax Opinion concluding that the proposed action will not cause any step of the Transactions to fail to qualify for its Intended Tax Treatment. Such Ruling or Unqualified Tax Opinion will constitute Legal Comfort only if it is satisfactory in both form and substance to DTE in its discretion, which discretion shall be reasonably exercised in good faith solely to ensure that the proposed action does not result in any step of the Transactions failing to qualify for its Intended Tax Treatment. In determining whether an Unqualified Tax Opinion is satisfactory, DTE may consider, among other factors, the appropriateness of any underlying assumptions or representations and DTE’s views on the substantive merits of the legal analysis contained therein, and DTE may determine that no Unqualified Tax Opinion would be acceptable to DTE.

(c)    For purposes of this Agreement, “Unqualified Tax Opinion” means an unqualified “will” opinion of a Tax Advisor, which Tax Advisor is acceptable to DTE in DTE’s sole and absolute discretion, that permits reliance by DTE. The Tax Advisor, in issuing its opinion, shall be permitted to rely on the validity and correctness, as of the date given, of any previously issued Tax Opinions/Rulings, unless such reliance would be unreasonable under the circumstances, and shall assume that each of the applicable Transactions would have qualified for its Intended Tax Treatment if the action in question did not occur.

SECTION 4.05.    Procedures Regarding Opinions and Rulings. (a) If Spinco notifies DTE that it desires to take a restricted action described in Section 4.03(a) and DTE requires Legal Comfort as a condition to consenting to such restricted action pursuant to Section 4.04(b), DTE shall use commercially reasonable efforts to expeditiously obtain, or assist Spinco in obtaining, such Legal Comfort. Notwithstanding the foregoing, DTE shall not be required to take any action pursuant to this Section 4.05(a) if, upon request, Spinco fails to certify that all information and representations relating to Spinco or any Subsidiary of Spinco in the relevant documents are true, correct and complete or fails to obtain certification from any counterparty to any Proposed Acquisition Transaction that all information and representations relating to such counterparty in the relevant documents are true, correct and complete. Spinco shall reimburse DTE for all reasonable out-of-pocket costs and expenses incurred by DTE or any Subsidiary of DTE in obtaining Legal Comfort within 10 business days after receiving an invoice from DTE therefor.

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(b)    Notwithstanding anything herein to the contrary, Spinco shall not seek any Ruling with respect to a Pre-Distribution Tax Period (whether or not relating to the Transactions).

(c)    DTE shall have the right to obtain a Ruling, any other guidance from any Taxing Authority or an opinion of Tax counsel or an accounting firm relating to the Transactions at any time in DTE’s sole discretion. Spinco, at the request of DTE, shall use commercially reasonable efforts to expeditiously obtain, or assist DTE in obtaining, any such Ruling, other guidance or opinion; provided, however, that Spinco shall not be required to make any representation or covenant that it does not reasonably believe is (and will continue to be) true, accurate and consistent with historical facts. DTE shall reimburse Spinco for all reasonable out-of-pocket costs and expenses incurred by Spinco or any Subsidiary of Spinco in obtaining a Ruling, other guidance or opinion requested by DTE within 30 days after receiving an invoice from Spinco therefor.

(d)    DTE shall have exclusive control over the process of obtaining any Ruling or other guidance from any Taxing Authority concerning the Transactions, and Spinco shall not independently seek any Ruling or other guidance concerning the Transactions at any time. In connection with any Ruling requested by Spinco pursuant to Section 4.05(a) or that can reasonably be expected to affect Spinco’s liabilities under this Agreement, DTE shall (1) keep Spinco informed of all material actions taken or proposed to be taken by DTE, (2) reasonably in advance of the submission of any ruling request provide Spinco with a draft thereof, consider Spinco’s comments on such draft and provide Spinco with a final copy thereof and (3) provide Spinco with notice reasonably in advance of, and (subject to the approval of the IRS) permit Spinco to attend, any formally scheduled meetings with the IRS that relate to such Ruling.

SECTION 4.06.    Notification and Certification Regarding Certain Acquisition Transactions. If Spinco proposes to enter into any 10% Acquisition Transaction or take any affirmative action to permit any 10% Acquisition Transaction to occur at any time during the 30-month period following the Distribution Date, Spinco shall undertake in good faith to provide DTE, no later than 10 business days prior to signing any written agreement with respect to such 10% Acquisition Transaction or obtaining knowledge of the occurrence of any such 10% Acquisition Transaction that takes place without written agreement, with a written description of such transaction (including the type and amount of Spinco Stock to be acquired) and a brief explanation as to why Spinco believes that such transaction does not result in the application of Section 355(a)(1)(B), 355(e) or 355(f) of the Code to the Transactions. For purposes of this Section 4.06, “10% Acquisition Transaction” means any transaction or series of transactions that would be a Proposed Acquisition Transaction if the percentage specified in the definition of Proposed Acquisition Transaction were 10% instead of 35%.

SECTION 4.07.     Reporting. DTE and Spinco shall (i) timely file any appropriate information and statements (including as required by Section 6045B of the

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Code and Section 1.355-5 and, to the extent applicable, Section 1.368-3 of the Regulations) to report each of the applicable Transactions as qualifying for its Intended Tax Treatment and (ii) absent a change of Law or an applicable Determination otherwise, not take, and shall not cause any of its Subsidiaries to take, any position on any Tax Return that is inconsistent with such qualification.

SECTION 4.08.    Tax Treatment of Certain Amounts Paid Pursuant to the EMA. Amounts paid pursuant to the EMA shall be treated in the manner as described in the EMA and Section 5.05.

SECTION 4.09.    Protective Section 336(e) Election. (a) DTE will make a Protective Section 336(e) Election with respect to each of the Distributions. Accordingly, the Parties agree that this Agreement constitutes a written, binding agreement to make a Protective Section 336(e) Election with respect to each of the Distributions as contemplated by Section 1.336-2(h)(1)(i) of the Regulations. Spinco will cooperate with DTE to facilitate the making of such election.

(b)    If Spinco realizes a Tax benefit from the step-up in Tax basis resulting from a failure of any of the Distributions to qualify (in whole or in part) for its Intended Tax Treatment and the election described in Section 4.09(a), unless Spinco has indemnified DTE for the resulting Transaction Taxes under Section 2.02(b), Spinco shall make quarterly payments to DTE in an amount equal to the actual Tax savings, as and when realized, arising from the step-up in Tax basis resulting from the Protective Section 336(e) Election, determined on a “with and without” basis (treating any deductions or amortization attributable to the step-up in Tax basis resulting from the Protective Section 336(e) Election as the last items claimed for any taxable period, including after the utilization of any available net operating loss carryforwards), net of any reasonable out-of-pocket expenses necessary to secure such Tax savings.

SECTION 4.10.    Actions after the Distribution on the Distribution Date. Spinco will not take any action on the Distribution Date after the External Distribution that is outside the Ordinary Course of Business of Spinco.

SECTION 4.11.    Actions after the Distribution Date for Remainder of Calendar Year. (a) From and after the Distribution Date, Spinco shall not, without the prior consent of Parent, cause or permit any Non-US Spinco Member to engage in, enter into, or undertake any of the following actions or series of actions having an effective date on or before January 1 of the calendar year immediately following the calendar year in which the Distribution Date occurs:

(b)    a distribution, whether in the form of a dividend, return of capital or otherwise;

(c)    a redemption or other repurchase (directly or indirectly) of any shares of capital stock of any Non-US Spinco Member;

(d)    any merger, consolidation, amalgamation, combination, demerger, liquidation, conversion or other corporate restructuring having similar effect;

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(e)    a sale of assets;

(f)    a sale of any shares of any Subsidiary of Spinco;

(g)    the filing of a U.S. Internal Revenue Service Form 8832 with respect to any Non-US Spinco Member or any other action that would reasonably be expected to change the U.S. entity classification of any Non-US Spinco Member;

(h)    any similar actions or transactions outside of the Ordinary Course of Business of any Non-US Spinco Member that would reasonably be expected to impact the earnings and profits as determined for U.S. Federal income Tax purposes of any Non-US Spinco Member; or

(i)    any “extraordinary reduction” (within the meaning of Section 1.245A-5T(e)(2) of the Regulations) with respect to the ownership of any Non-US Spinco Member that is a “controlled foreign corporation” (within the meaning of Section 957(a) of the Code) by any “controlling section 245A shareholder” (within the meaning of Section 1.245A-5T(i)(2) of the Regulations).

SECTION 4.12.    Termination of Tax Sharing Agreements. Prior to the Distributions, the Parties shall terminate all Tax allocation or sharing agreements that are exclusively between one or more members of the Spinco Tax Group, on the one hand, and one or more members of the DTE Tax Group, on the other hand (other than this Agreement).

ARTICLE V

Procedural Matters

SECTION 5.01.    Cooperation. Each Party shall cooperate (and cause their respective Subsidiaries to cooperate) with reasonable requests from the other Party in matters covered by this Agreement, including in connection with the preparation and filing of Tax Returns, the calculation of Taxes, the determination of the proper financial accounting treatment of Tax items and the conduct and settlement of Tax Contests. Such cooperation shall include:

(i)    retaining until the expiration of the relevant statute of limitations (including extensions) of records, documents, accounting data, computer data and other information (“Records”) necessary for the preparation, filing, review, audit or defense of all Tax Returns relevant to an obligation, right or liability of either Party under this Agreement;

(ii)    providing the other Party reasonable access to Records and to its personnel (ensuring their cooperation) and premises during normal business hours to the extent relevant to an obligation, right or liability of the other Party under this Agreement or otherwise reasonably required by the other Party to complete Tax Returns or to compute the amount of any payment contemplated by this Agreement; and

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(iii)    notifying the other Party prior to disposing of any relevant Records and affording the other Party the opportunity to take possession or make copies of such Records at its discretion.

SECTION 5.02.    Interest. Any payments required pursuant to this Agreement that are not made within the time period specified in this Agreement shall bear interest from the end of that period. Interest required to be paid pursuant to this Agreement shall, unless otherwise specified, be computed at the rate and in the manner provided in the Code for interest on underpayments for the relevant period.

SECTION 5.03.    Indemnification Claims and Payments. (a) An Indemnitee shall be entitled to make a claim for payment with respect to Taxes under this Agreement when the Indemnitee determines that it is entitled to such payment and is able to calculate with reasonably accuracy the amount of such payment. Except as otherwise provided in Sections 3.02(b) and 3.03, the Indemnitee shall provide to the Indemnifying Party notice of such claim within 60 business days of the first date on which it so becomes entitled to make such claim. Such notice shall include a description of such claim and a detailed calculation of the amount claimed.

(b)    Except as otherwise provided in Sections 3.02(b) and 3.03, the Indemnifying Party shall make the claimed payment to the Indemnitee within 30 business days after receiving such notice, unless the Indemnifying Party reasonably disputes its liability for, or the amount of, such payment.

(c)    A failure by an Indemnitee to give notice as provided in Section 3.02(b), 3.03 or 5.03(a) shall not relieve the Indemnifying Party’s indemnification obligations under this Agreement, except to the extent that the Indemnifying Party shall have been actually prejudiced by such failure.

(d)    Nothing in this Section 5.03 shall prejudice a Party’s right to receive payments pursuant to Section 3.02(b) or 3.03.

SECTION 5.04.    Amount of Indemnity Payments. The amount of any Indemnity Payment shall be (i) reduced to take into account any Tax benefit actually realized by the Indemnitee resulting from the incurrence of the liability in respect of which the Indemnity Payment is made and (ii) increased to take into account any Tax cost actually realized by the Indemnitee resulting from the receipt of the Indemnity Payment, including any Tax cost arising from such Indemnity Payment having resulted in income or gain to either Party, for example, under Section 1.1502-19 of the Regulations, and any Taxes imposed on additional amounts payable pursuant to this clause (ii). For purposes of calculating the amount of any Tax benefit or Tax cost, the applicable Indemnitee shall be deemed to be subject to the maximum applicable tax rate and any Tax attributes of such Indemnitee shall be disregarded.

SECTION 5.05.    Treatment of Indemnity Payments. Any Indemnity Payment (other than any portion of a payment that represents interest accruing after the Distribution Date) shall be treated by DTE and Spinco for all Tax purposes as a

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distribution from Spinco to DTE immediately prior to the External Distribution (if made by Spinco to DTE) or as a contribution from DTE to Spinco immediately prior to the External Distribution (if made by DTE to Spinco), except as otherwise required by applicable Law or a Determination.

SECTION 5.06.    Tax Disputes. Notwithstanding Section 6.07, this Section 5.06 shall govern the resolution of any dispute arising between the Parties in connection with this Agreement, other than a dispute listed in Appendix B (a “Specified Dispute”, and any dispute other than a Specified Dispute, a “Tax Dispute”). The Parties shall negotiate in good faith to resolve any Tax Dispute for 45 calendar days (unless earlier resolved). Upon notice of either Party after 45 calendar days, the matter will be referred to an Accounting Firm acceptable to both Parties. The Accounting Firm may, in its discretion, obtain the services of any third party necessary to assist it in resolving the Tax Dispute. The Parties shall instruct the Accounting Firm to furnish notice to each Party of its resolution of the Tax Dispute as soon as practicable, but in any event no later than 60 calendar days after its acceptance of the matter for resolution. Any such resolution by the Accounting Firm will be binding on the Parties and the Parties shall take, or cause to be taken, any action necessary to implement the resolution. All fees and expenses of the Accounting Firm shall be shared equally by the Parties. If, having determined that a Tax Dispute must be referred to an Accounting Firm, after 45 calendar days the Parties are unable to find an Accounting Firm willing to adjudicate the Tax Dispute in question and that the Parties in good faith find acceptable, then this Section 5.06 shall cease to apply to that Tax Dispute.

ARTICLE VI

Miscellaneous

SECTION 6.01.    Termination. This Agreement will terminate without further action at any time before the External Distribution upon termination of the Separation Agreement. If terminated, no Party will have any Liability of any kind to the other Party or any other Person on account of this Agreement, except as provided in the Separation Agreement.

SECTION 6.02.    Applicability. This Agreement shall not apply before the External Distribution.

SECTION 6.03.    Survival. Except as expressly set forth in this Agreement, the covenants and indemnification obligations in this Agreement shall survive the Spin-Off and shall remain in full force and effect.

SECTION 6.04.    Separation Agreement. The Parties agree that, in the event of a conflict between the terms of this Agreement and the Separation Agreement with respect to the subject matter hereof, the terms of this Agreement shall govern.

SECTION 6.05.    Confidentiality. Each Party hereby acknowledges that confidential Information of such Party or its Subsidiaries may be exposed to employees

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and agents of the other Party or its Subsidiaries as a result of the activities contemplated by this Agreement. Each Party agrees, on behalf of itself and its Subsidiaries, that such Party’s obligations with respect to Information and data of the other Party or its Subsidiaries shall be governed by Section 7.09 of the Separation Agreement.

SECTION 6.06.    Counterparts; Entire Agreement. (a) This Agreement may be executed in one or more counterparts, all of which counterparts shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each Party and delivered to the other Party. This Agreement may be executed by facsimile or PDF signature and a facsimile or PDF signature shall constitute an original for all purposes.

(b)    This Agreement, the Separation Agreement, the other Ancillary Agreements and the Appendices, Exhibits and Schedules hereto and thereto contain the entire agreement between the Parties with respect to the subject matter hereof and supersede all previous agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect to such subject matter, and there are no agreements or understandings between the Parties with respect to the subject matter hereof other than those set forth or referred to herein or therein.

SECTION 6.07.    Governing Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. Subject to Section 5.06, each Party irrevocably consents to the exclusive jurisdiction, forum and venue of the Delaware Court of Chancery (and if the Delaware Court of Chancery shall be unavailable, any Delaware State court or the federal court sitting in the State of Delaware) over any and all claims, disputes, controversies or disagreements between the Parties or any of their respective Subsidiaries and Affiliates (as such terms are defined in the Separation Agreement), successors and assigns under or related to this Agreement or any document executed pursuant to this Agreement or any of the transactions contemplated hereby or thereby, including their execution, performance or enforcement, whether in contract, tort or otherwise. Each of the Parties hereby agrees that it shall not assert, and shall hereby waive, any claim or right or defense that it is not subject to the jurisdiction of such courts, that the venue is improper, that the forum is inconvenient or any similar objection, claim or argument. Subject to Section 5.06, each Party agrees that a final judgment in any legal proceeding resolved in accordance with this Section 6.07, Section 6.08 and Section 6.15 shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law.

SECTION 6.08.    Waiver of Jury Trial. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS

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AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE OTHER PARTY WOULD NOT, IN THE EVENT OF ANY LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND (iv) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 6.08.

SECTION 6.09.    Assignability. Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by operation of law or otherwise by either Party without the prior written consent of the other Party. Any purported assignment without such consent shall be void. Subject to the preceding sentences, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the Parties and their respective successors and assigns. Notwithstanding the foregoing, either Party may assign this Agreement without consent in connection with (a) a merger transaction in which such Party is not the surviving entity and the surviving entity acquires or assumes all or substantially all of such Party’s assets, or (b) the sale of all or substantially all of such Party’s assets; provided, however, that the assignee expressly assumes in writing all of the obligations of the assigning Party under this Agreement, and the assigning Party provides written notice and evidence of such assignment and assumption to the non-assigning Party. No assignment permitted by this Section 6.09 shall release the assigning Party from liability for the full performance of its obligations under this Agreement.

SECTION 6.10.    Third-Party Beneficiaries. (a) The provisions of this Agreement are solely for the benefit of the Parties hereto and are not intended to confer upon any Person except the Parties hereto any rights or remedies hereunder and (b) there are no third-party beneficiaries of this Agreement and this Agreement shall not provide any third Person with any remedy, claim, liability, reimbursement, cause of action or other right in excess of those existing without reference to this Agreement.

SECTION 6.11.    Notices. All notices or other communications under this Agreement shall be in writing and shall be deemed to be duly given when (a) delivered in person, (b) on the date received, if sent by a nationally recognized delivery or courier service or (c) upon the earlier of confirmed receipt or the fifth (5th) business day following the date of mailing if sent by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to DTE, to:

DTE Energy Company

One Energy Plaza

Detroit, MI 48226

Attn:    Patrick D. Lee, Vice President & Chief Tax Officer

e-mail: Patrick.lee@dteenergy.com

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with a copy to:

Cravath, Swaine & Moore LLP

Worldwide Plaza

825 Eighth Avenue

New York, NY 10019

Attn:   Stephen L. Gordon, Esq.

  J. Leonard Teti II, Esq.

e-mail: gordon@cravath.com

  lteti@cravath.com

If to Spinco, to:

DT Midstream, Inc.

One Energy Plaza

Detroit, MI 48226

Attn:    Wendy Ellis, General Counsel

e-mail: wendy.ellis@dtmidstream.com

Either Party may, by notice to the other Party, change the address to which such notices are to be given.

SECTION 6.12.    Severability. If any provision of this Agreement or the application thereof to any Person or circumstance is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof, or the application of such provision to Persons or circumstances or in jurisdictions other than those as to which it has been held invalid or unenforceable, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby, so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to either Party. Upon any such determination, any such provision, to the extent determined to be invalid, void or unenforceable, shall be deemed replaced by a provision that such court determines is valid and enforceable and that comes closest to expressing the intention of the invalid, void or unenforceable provision.

SECTION 6.13.    Headings. The article, section and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

SECTION 6.14.    Waivers of Default. No failure or delay of either Party (or the applicable member of its Group) in exercising any right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, preclude any other or further exercise thereof or the exercise of any other right or power. Waiver by either Party of any default by the other Party of any provision of this Agreement shall not be deemed a waiver by the waiving Party of any subsequent or other default.

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SECTION 6.15.    Specific Performance. In the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement, DTE shall have the right to specific performance and injunctive or other equitable relief of its rights under this Agreement, in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative. Spinco shall not oppose the granting of such relief on the basis that money damages are an adequate remedy. The Parties agree that the remedies at law for any breach or threatened breach hereof, including monetary damages, are inadequate compensation for any loss and that any defense in any action for specific performance that a remedy at law would be adequate is waived. Any requirements for the securing or posting of any bond with such remedy are waived. The Parties acknowledge and agree that the right of specific enforcement is an integral part of this Agreement and without that right, neither DTE nor Spinco would have entered into this Agreement.

SECTION 6.16.    Amendments. No provisions of this Agreement shall be deemed waived, amended, supplemented or modified by either Party, unless such waiver, amendment, supplement or modification is in writing and signed by the authorized representative of each Party.

SECTION 6.17.    Interpretation. The rules of interpretation set forth in Section 11.15 of the Separation Agreement shall be incorporated by reference to this Agreement, mutatis mutandis. NOTWITHSTANDING THE FOREGOING, THE PURPOSE OF ARTICLE IV IS TO ENSURE THAT EACH OF THE APPLICABLE TRANSACTIONS QUALIFIES FOR ITS INTENDED TAX TREATMENT AND, ACCORDINGLY, THE PARTIES AGREE THAT THE LANGUAGE THEREOF SHALL BE INTERPRETED IN A MANNER THAT SERVES THIS PURPOSE TO THE GREATEST EXTENT POSSIBLE.

SECTION 6.18.    Compliance by Subsidiaries. The Parties shall cause their respective Subsidiaries to comply with this Agreement.

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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above

Exhibit 10.3

EXECUTION VERSION

EMPLOYEE MATTERS AGREEMENT

by and between

DTE ENERGY COMPANY

and

DT MIDSTREAM, INC.

Dated as of June 25, 2021

TABLE OF CONTENTS

i

ii

EMPLOYEE MATTERS AGREEMENT, dated as of June 25, 2021 by and between DTE ENERGY COMPANY, a Michigan corporation (“DTE Energy”), and DT MIDSTREAM, INC., a Delaware corporation and wholly owned subsidiary of DTE Energy (“DT Midstream”).

WHEREAS, concurrently with the execution of this Agreement, DTE Energy and DT Midstream are entering into a Separation and Distribution Agreement (the “Distribution Agreement”), pursuant to which DTE Energy shall distribute on a pro rata basis to the holders of shares of DTE Energy common stock, without par value (“DTE Energy Shares”), its entire interest in DT Midstream by way of a dividend of all shares of DT Midstream common stock, par value $0.01 per share (“DT Midstream Shares”), owned by DTE Energy as of the Distribution Date (as defined below); and

WHEREAS, in connection with the Distribution (as defined below), DTE Energy and DT Midstream desire to enter into this Agreement.

NOW, THEREFORE, in consideration of the mutual promises contained herein and in the Distribution Agreement, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.01.    Definitions. As used in this Agreement:

“2021 AIP Award” has the meaning set forth in Section 5.03.

“2021 DT Midstream Annual Award” has the meaning set forth in Section 5.03.

“2021 Incentive Payment” has the meaning set forth in Section 5.03.

“2021 REP Award” has the meaning set forth in Section 5.03.

“Action” means any claim, complaint, petition, hearing, charge, demand, action, suit, countersuit, arbitration, inquiry, proceeding or investigation by or before any Governmental Authority or any Federal, state, local, foreign or international arbitration or mediation tribunal.

“Agreement” means this Employee Matters Agreement together with those parts of the Distribution Agreement referenced herein and all schedules hereto and all amendments, modifications and changes hereto and thereto.

“Ancillary Agreements” means this Agreement, the TMA and the TSA and any other instruments, assignments, documents and agreements executed in connection with the implementation of the transactions contemplated by the Distribution Agreement, including the schedules thereto.

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“Assets” means all assets, properties and rights of every kind and nature (including goodwill), wherever located (including in the possession of vendors or other third parties or elsewhere), whether real, personal or mixed, tangible or intangible, or accrued or contingent, in each case whether or not recorded or reflected or required to be recorded or reflected on the books and records or financial statements of any Person, including the following:

(a)    all accounting and other books, records, files and Personnel Records, whether in paper, microfilm, microfiche, computer tape or disc, magnetic tape, electronic recording or any other form or medium;

(b)    all apparatus, computers and other electronic data processing equipment, fixtures, machinery, furniture, office and other equipment, including hardware systems, circuits and other computer and telecommunication assets and equipment, automobiles, trucks, aircraft, rolling stock, vessels, motor vehicles and other transportation equipment, special and general tools, test devices, prototypes and models and other tangible personal property;

(c)    all inventories of materials, parts, raw materials, supplies, work-in-process and finished goods and products;

(d)    all interests in real property of whatever nature, including buildings, land, structures, improvements and fixtures thereon, and all easements and rights-of-way appurtenant thereto, and all leasehold interests, whether as owner, mortgagee or holder of a Security Interest in real property, lessor, sublessor, lessee, sublessee or otherwise;

(e)    all interests in any capital stock of, or other equity interests in, any Subsidiary or any other Person; all bonds, notes, debentures or other securities issued by any Subsidiary or any other Person; all loans, advances or other extensions of credit or capital contributions to any Subsidiary or any other Person; all other investments in securities of any Person; and all rights as a partner, joint venturer or participant;

(f)    all license agreements, leases of personal property, open purchase orders for raw materials, supplies, parts or services, unfilled orders for the manufacture and sale of products and other Contracts and all rights arising thereunder;

(g)    all deposits, letters of credit, performance bonds and other surety bonds;

(h)    all written technical information, data, specifications, research and development information, engineering drawings, operating and maintenance manuals and materials and analyses prepared by consultants and other third parties;

(i)    all United States, state, multinational and foreign intellectual property, including patents, copyrights, trade names, trademarks, service marks, slogans, logos, trade dresses and other source indicators and the goodwill of the business symbolized thereby; all registrations, applications, recordings, disclosures, renewals, continuations, continuations-in-part, divisions, reissues, reexaminations, foreign counterparts and other legal protections and rights related to any of the foregoing; mask works, trade secrets, inventions and other proprietary information, including know-how, processes, formulae, techniques, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business

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and marketing plans and proposals, discoveries, inventions, licenses from third parties granting the right to use any of the foregoing and all tangible embodiments of the foregoing in whatever form or medium;

(j)    all computer applications, programs, software and other code (in object and source code form), including operating software, network software, firmware, middleware, design software, design tools, systems documentation, instructions, ASP, HTML, DHTML, SHTML and XML files, cgi and other scripts, APIs, web widgets, algorithms, models, methodologies, files, documentation related to any of the foregoing and all tangible embodiments of the foregoing in whatever form or medium now known or yet to be created;

(k)    all websites, Internet URLs, domain names, social media handles and Internet user names, databases, content, text, graphics, images, audio, video, data and other copyrightable works or other works of authorship including all translations, adaptations, derivations and combinations thereof;

(l)    all cost information, sales and pricing data, customer prospect lists, supplier records, customer and supplier lists, subscriber, customer and vendor data, correspondence and lists, product literature and other advertising and promotional materials, artwork, design, development and manufacturing files, vendor and customer drawings, formulations and specifications, server and traffic logs, quality records and reports and other books, records, studies, surveys, reports, plans, business records and documents;

(m)    all prepaid expenses, trade accounts and other accounts and notes receivable (whether current or non-current);

(n)    all claims or rights against any Person arising from the ownership of any other Asset, all rights in connection with any bids or offers, all Actions, judgments or similar rights, all rights under express or implied warranties, all rights of recovery and all rights of setoff of any kind and demands of any nature, in each case whether accrued or contingent, whether in tort, contract or otherwise and whether arising by way of counterclaim or otherwise;

(o)    all rights under insurance policies and all rights in the nature of insurance, indemnification or contribution;

(p)    all licenses (including radio and similar licenses), permits, consents, approvals and authorizations that have been issued by any Governmental Authority and all pending applications therefor;

(q)    Cash, bank accounts, lock boxes and other deposit arrangements;

(r)    interest rate, currency, commodity or other swap, collar, cap or other hedging or similar agreements or arrangements; and

(s)    all goodwill as a going concern and other intangible properties.

“Benefit Plan” means any plan, program, policy, agreement, arrangement or understanding that is an employment, consulting, deferred compensation, executive

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compensation, incentive bonus or other bonus, employee pension, profit sharing, savings, retirement, supplemental retirement, stock option, stock purchase, stock appreciation right, restricted stock, restricted stock unit, deferred stock unit, other equity-based compensation, severance pay, retention, change in control, salary continuation, life, death benefit, health, hospitalization, workers’ compensation, sick leave, vacation pay, child bonding leave, educational assistance, disability or accident insurance or other employee compensation or benefit plan, program, agreement or arrangement, including any “employee benefit plan” (as defined in Section 3(3) of ERISA) (whether or not subject to ERISA) sponsored, maintained or contributed to by such entity or to which such entity is a party.

“Borrowing” has the meaning set forth on Schedule I of the Distribution Agreement.

“Business Employee” means (a) each individual who immediately prior to the Distribution Date is employed by the DT Midstream Group, including each Transferred Employee and including any individual who is not actively at work due to a leave of absence (including vacation, holiday, child bonding, adoption or similar family-related leave, illness, injury or short-term disability) from which such employee is permitted to return to active employment in accordance with the DT Midstream Group’s personnel policies, as in effect from time to time, or applicable Law and (b) each former employee of the DTE Energy Group, the DT Midstream Group or a former entity owned, in whole or in part, by the DT Midstream Group whose last employment with any of such parties immediately prior to termination (before the Distribution Date) was with the DT Midstream Group or a former entity owned, in whole or in part, by the DT Midstream Group.

“Cash” means cash, cash equivalents, bank deposits and marketable securities, whether denominated in United States dollars or otherwise.

“Cash Distribution” has the meaning set forth on Schedule I of the Distribution Agreement.

“COBRA” means the U.S. Consolidated Omnibus Budget Reconciliation Act of 1985, as amended from time to time, and any applicable similar state or local laws.

“Code” means the Internal Revenue Code of 1986, as amended from time to time.

“Consents” means any consents, waivers, authorizations, ratifications, permissions, exemptions or approvals from, or notification requirements to, any Person other than a member of either Group.

“Consolidated Intercompany Debt Repayment” has the meaning set forth on Schedule I of the Distribution Agreement.

“Contract” means any oral or written contract, agreement or other legally binding instrument, including any note, bond, mortgage, deed, indenture, commitment, undertaking, promise, lease, sublease, license or sublicense or joint venture.

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“Contributions to DT Midstream” has the meaning set forth on Schedule I of the Distribution Agreement.

“Determination” means (a) any final determination of liability in respect of a Tax that, under applicable Law, is not subject to further appeal, review or modification through proceedings or otherwise (including the expiration of a statute of limitations or period for the filing of claims for refunds, amended Tax Returns or appeals from adverse determinations), including a “determination” as defined in Section 1313(a) of the Code or execution of an IRS Form 870AD, or (b) the payment of Tax by a Party (or its Subsidiary) that is responsible for payment of that Tax under applicable Law, with respect to any item disallowed or adjusted by a Taxing Authority, as long as the responsible Party determines that no action should be taken to recoup that payment and the other Party agrees.

“Distribution” means the distribution by DTE Energy to the Record Holders, on a pro rata basis, of all of the outstanding DT Midstream Shares owned by DTE Energy on the Distribution Date.

“Distribution Agreement” has the meaning set forth in the recitals of this Agreement.

“Distribution Date” means the date, determined by DTE Energy in accordance with Section 5.03 of the Distribution Agreement, on which the Distribution occurs.

“DT Midstream” has the meaning set forth in the preamble of this Agreement.

“DT Midstream 2019 Performance Share Award” has the meaning set forth in Section 6.03(a).

“DT Midstream 2020 Performance Share Award” has the meaning set forth in Section 6.03(b).

“DT Midstream AIP” has the meaning set forth in Section 5.03.

“DT Midstream Benefit Plan” means any Benefit Plan sponsored, maintained or contributed to by any member of the DT Midstream Group or to which any member of the DT Midstream Group is party on or after the Distribution Date.

“DT Midstream Business” means the midstream pipeline, gathering and storage businesses and other operations of the DT Midstream Group, including as described in the Information Statement.

“DT Midstream Corporate Employee” means any DT Midstream Employee who was a Transferred Employee.

“DT Midstream Corporate Employee Compensation Deduction” means any income Tax deduction arising after the Distribution Date with respect to any DT Midstream Corporate Employee with respect to the DTE Energy Savings Plan, the DTE Energy Pension Plan, any DTE Energy Deferred Compensation Plan or any DTE Energy Welfare Plan.

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“DT Midstream Employee” means an individual who is employed by the DT Midstream Group immediately following the Distribution Date, including any individual who is not actively at work due to a leave of absence (including vacation, holiday, illness, child bonding, adoption or similar family-related leave, illness, injury or short-term disability) from which such employee is permitted to return to active employment in accordance with the DT Midstream Group’s personnel policies, as in effect from time to time, or applicable Law.

“DT Midstream Equity Compensation Deduction” means any income Tax deduction arising after the Distribution Date with respect to any Substitute DT Midstream RSU Award, Substitute DT Midstream Performance Share Award, DT Midstream 2019 Performance Share Award or DT Midstream 2020 Performance Share Award.

“DT Midstream FSA” has the meaning set forth in Section 4.07.

“DT Midstream Group” means (a) DT Midstream, (b) each Person that will be a Subsidiary of DT Midstream immediately prior to the Distribution, including the entities set forth on Schedule II of the Distribution Agreement under the caption “Subsidiaries” and (c) each Person that becomes a Subsidiary of DT Midstream after the Distribution, including in each case any Person that is merged or consolidated with or into DT Midstream or any Subsidiary of DT Midstream.

“DT Midstream Legacy Employee” means any DT Midstream Employee who was employed by a member of the DT Midstream Group immediately before the Distribution Date and who was not a Transferred Employee.

“DT Midstream Legacy Employee Compensation Deduction” means any income Tax deduction arising after the Distribution Date with respect to any DT Midstream Legacy Employee with respect to the DTE Energy Savings Plan, the DTE Energy Pension Plan, any DTE Energy Deferred Compensation Plans or any DTE Energy Welfare Plans.

“DT Midstream Plan HSA” has the meaning set forth in Section 4.08.

“DT Midstream Post-Distribution Stock Price” means the per share price of DT Midstream Shares, which shall be equal to the average of the volume weighted average price of DT Midstream Shares, traded on a when-issued basis, for each of the three consecutive trading days immediately preceding the Distribution Date.

“DT Midstream PTO Buy” has the meaning set forth in Section 4.10.

“DT Midstream Savings Plan” has the meaning set forth in Section 3.01(a).

“DT Midstream Savings Plan Trust” means the trust maintained under the DT Midstream Savings Plan.

“DT Midstream Shares” has the meaning set forth in the recitals of this Agreement.

“DT Midstream Stock Plan” has the meaning set forth in Section 6.01.

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“DT Midstream Welfare Plans” has the meaning set forth in Section 4.01.

“DT Midstream Workers’ Compensation Plan” has the meaning set forth in Section 4.05.

“DTE Energy” has the meaning set forth in the preamble of this Agreement.

“DTE Energy Benefit Plan” means any Benefit Plan sponsored, maintained or contributed to by any member of the DTE Energy Group or to which any member of the DTE Energy Group is party.

“DTE Energy Business” means the business and operations conducted by DTE Energy and its Subsidiaries other than the DT Midstream Business.

“DTE Energy Deferred Compensation Plans” means the DTE Energy Company Supplemental Savings Plan, the DTE Energy Company Executive Supplemental Retirement Plan, the DTE Energy Company Supplemental Retirement Plan and the DTE Energy Company Executive Deferred Compensation Plan.

“DTE Energy Equity Compensation Deduction” means any income Tax deduction arising after the Distribution Date (a) with respect to any DTE Energy Restricted Share Award, DTE Energy Performance Share Award or DTE Energy Phantom Share Award, in each case, that is held as of immediately prior to the Distribution by any Person who does not become a DT Midstream Employee or (b) with respect to any Vested 2019 DTE Energy Performance Share Award or Vested 2020 DTE Energy Performance Share Award.

“DTE Energy FSA” has the meaning set forth in Section 4.07.

“DTE Energy Group” means DTE Energy and each of its Subsidiaries, but excluding any member of the DT Midstream Group.

“DTE Energy Indemnitees” means DTE Energy, each other member of the DTE Energy Group and each of their respective former and current directors, officers and employees, and each of the heirs, executors, successors and assigns of any of the foregoing.

“DTE Energy Pension Plan” means the DTE Energy Company Retirement Plan.

“DTE Energy Performance Share Award” means a performance share award granted under the DTE Energy Stock Plan and outstanding prior to the Distribution Date.

“DTE Energy Phantom Share Award” means a share of phantom stock granted under the DTE Energy Stock Plan and outstanding as of the Distribution Date.

“DTE Energy Plan HSA” has the meaning set forth in Section 4.08.

“DTE Energy Pre-Distribution Stock Price” means the per share price of DTE Energy Shares, determined on a pre-Distribution basis, which shall be equal to the average of the volume weighted average price of DTE Energy Shares, traded with due bills, for each of the three consecutive trading days immediately preceding the Distribution Date.

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“DTE Energy Restricted Stock Award” means a DTE Energy Share that is subject to forfeiture, granted under the DTE Energy Stock Plan and outstanding as of the Distribution Date.

“DTE Energy Retiree Welfare Plans” means the DTE Energy Company Comprehensive Retiree Group Health Care Plan, the DTE Energy Company Comprehensive Non-Health Welfare Benefit Plan, the DTE Supplemental Retiree Benefit Plan, and the DTE Energy Retiree Reimbursement Arrangement Plan.

“DTE Energy Savings Plan” means the DTE Energy Company Savings and Stock Ownership Plan.

“DTE Energy Shares” has the meaning set forth in the recitals of this Agreement.

“DTE Energy Stock Plan” means the DTE Energy Company Long-Term Incentive Plan, as amended and restated from time to time.

“DTE Energy VB” has the meaning set forth in Section 4.10.

“DTE Energy Welfare Plan” means a Welfare Plan that is a DTE Energy Benefit Plan.

“DTE Energy Workers’ Compensation Plan” means any workers’ compensation plan that is a DTE Energy Benefit Plan.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

“Forfeited 2019 DTE Energy Performance Share Award” has the meaning set forth in Section 6.03(a).

“Forfeited 2020 DTE Energy Performance Share Award” has the meaning set forth in Section 6.03(b).

“Governmental Approvals” means any notices, reports or other filings to be given to or made with, or any Consents, registrations or permits to be obtained from, any Governmental Authority.

“Governmental Authority” means any Federal, state, local, foreign, international or multinational court, government, quasi-government , department, commission, board, bureau, agency, official or other legislative, judicial, tribunal, commission, regulatory, administrative or governmental authority.

“Group” means either the DTE Energy Group or the DT Midstream Group, or both, as the context requires.

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“Information Statement” means the Information Statement made available on the Internet or mailed to the holders of DTE Energy Shares in connection with the Distribution, as such Information Statement may be amended or supplemented from time to time.

“Intercompany Debt Refinancing” has the meaning set forth on Schedule I of the Distribution Agreement.

“Internal Distribution” has the meaning set forth on Schedule I of the Distribution Agreement.

“Internal Restructuring” has the meaning set forth on Schedule I of the Distribution Agreement.

“Internal Transactions” means the Internal Restructuring, Intercompany Debt Refinancing, Borrowing, Consolidated Intercompany Debt Repayment, Cash Distribution, Internal Distribution, Specified Asset Distribution, Contributions to DT Midstream and Recapitalization, each as described on Schedule I of the Distribution Agreement.

“IRS” means the Internal Revenue Service.

“Law” means any statute, law, regulation, ordinance, rule, judgment, rule of common law, order, decree, Governmental Approval, concession, grant, franchise, license, agreement, directive, guideline, policy, requirement or other governmental restriction or any similar form of decision of, or determination by, or any interpretation or administration of any of the foregoing by, any Governmental Authority, whether now or hereinafter in effect and, in each case, as amended.

“Liabilities” means any and all claims, debts, demands, actions, causes of action, suits, damages, fines, penalties, obligations, prohibitions, accruals, accounts payable, reckonings, bonds, indemnities and similar obligations, agreements, promises, guarantees, make-whole agreements and similar obligations, and other liabilities and requirements, including all contractual obligations, whether absolute or contingent, matured or unmatured, liquidated or unliquidated, accrued or unaccrued, known or unknown, whenever arising, and including those arising under any Law, Action, threatened or contemplated Action or any award of any arbitrator or mediator of any kind, and those arising under any Contract, including those arising under the Distribution Agreement or any Ancillary Agreement, in each case, whether or not recorded or reflected or required to be recorded or reflected on the books and records or financial statements of any Person. For the avoidance of doubt, Liabilities shall include attorneys’ fees, the costs and expenses of all assessments, judgments, settlements and compromises, and any and all other costs and expenses whatsoever reasonably incurred in connection with anything contemplated by the preceding sentence (including costs and expenses incurred in investigating, preparing or defending against any such Actions or threatened or contemplated Actions).

“Listed Employees” has the meaning set forth in Section 2.02.

“Offer Employee Transfer Date” means the date following the Distribution Date on which a Listed Employee commences employment with the DT Midstream Group.

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“Party” means either party hereto, and “Parties” means both parties hereto.

“Pension Plan” means any Benefit Plan that is a pension plan as defined in Section 3(2) of ERISA, without regard to Section 4(b)(4) or 4(b)(5) of ERISA.

“Person” means an individual, a general or limited partnership, a corporation, an association, a trust, a joint venture, an unincorporated organization, a limited liability company, any other entity and any Governmental Authority.

“Personnel Records” means all personnel files, data and other personnel information that relates to (a) in the case of the DTE Energy Group, any current or former employee, officer, director or other service provider of the DTE Energy Group and any Business Employee (other than a DT Midstream Employee) or any other service provider of the DT Midstream Group immediately following the Distribution Date), or (b) in the case of the DT Midstream Group, any DT Midstream Employee and any other service provider of the DT Midstream Group immediately following the Distribution Date and, in each case under clauses (a) and (b), other than files, data and information that are (or is) prohibited from being made available as a result of applicable Laws regarding the safeguarding of data privacy or any other legal obligation to maintain the confidentiality of such files, data or information.

“Recapitalization” has the meaning set forth on Schedule I of the Distribution Agreement.

“Record Date” means the close of business on the date determined by the DTE Energy board of directors as the record date for determining the DTE Energy Shares in respect of which DT Midstream Shares will be distributed pursuant to the Distribution.

“Record Holders” means the holders of DTE Energy Shares as of the Record Date.

“Security Interest” means any mortgage, security interest, pledge, lien, charge, claim, option, right to acquire, voting or other restriction, right-of-way, covenant, condition, easement, encroachment, restriction on transfer, license or other encumbrance of any nature whatsoever.

“Shared Contract” means any Contract of any member of either Group with a third party that relates in any material respect to both the DT Midstream Business and the DTE Energy Business, including the contracts and agreements set forth on Schedule XIV of the Distribution Agreement; provided that the Parties may, by mutual consent, elect to include in, or exclude from, this definition any contract or agreement.

“Specified Asset Distribution” has the meaning set forth on Schedule I of the Distribution Agreement.

“Subsidiary” of any Person means any corporation or other organization, whether incorporated or unincorporated, of which at least a majority of the securities or interests having by the terms thereof ordinary voting power to elect at least a majority of the board of directors or others performing similar functions with respect to such corporation or other organization is directly or indirectly owned or controlled by such Person or by any one or more of its Subsidiaries or by such Person and one or more of its Subsidiaries.

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“Substitute DT Midstream Performance Share Award” has the meaning set forth in Section 6.03(c).

“Substitute DT Midstream RSU Award” has the meaning set forth in Section 6.02.

“Tax Return” means any return, declaration, statement, report, form, estimate or information return relating to Taxes, in each case, including any amendments thereto and any related or supporting information, required or permitted to be filed with any Taxing Authority.

“Taxes” means all forms of taxation or duties imposed by any Governmental Authority, or required by any Governmental Authority to be collected or withheld, including charges, in each case, in the nature of a tax, together with any related interest, penalties and other additional amounts.

“Taxing Authority” means any Governmental Authority charged with the determination, collection or imposition of Taxes.

“TMA” means the Tax Matters Agreement dated as of the date of this Agreement by and between DTE Energy and DT Midstream.

“Transactions” means the Internal Transactions and the Distribution.

“Transferred Employee” means each employee of the DTE Energy Group whose employment shall have been transferred from the DTE Energy Group to the DT Midstream Group prior to the Distribution Date.

“TSA” means the Transition Services Agreement dated as of the date of this Agreement between DTE Energy and DT Midstream.

“Vested 2019 DTE Energy Performance Share Award” has the meaning set forth in Section 6.03(a).

“Vested 2020 DTE Energy Performance Share Award” has the meaning set forth in Section 6.03(b).

“Welfare Plan” means any Benefit Plan that is an employee welfare plan as defined in Section 3(1) of ERISA, without regard to Section 4(b)(4) or 4(b)(5) of ERISA.

“Workers’ Compensation Event” means the event, injury, illness or condition giving rise to a workers’ compensation claim with respect to a DT Midstream Employee.

SECTION 1.02.    Interpretation. (a) Words in the singular shall be held to include the plural and vice versa and words of one gender shall be held to refer to any gender identity as the context requires. The terms “hereof,” “herein,” “herewith” and words of similar

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import, unless otherwise stated, shall be construed to refer to this Agreement as a whole (including all of the schedules hereto) and not to any particular provision of this Agreement. Article, Section or Schedule references are to the articles, sections and schedules of or to this Agreement unless otherwise specified. Any capitalized terms used in any schedule to this Agreement but not otherwise defined therein shall have the meaning as defined in this Agreement, the Distribution Agreement or the other Ancillary Agreement to which such schedule is attached, as applicable. Any definition of or reference to any agreement, instrument or other document herein (including any reference herein to this Agreement) shall, unless otherwise stated, be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified from time to time (subject to any restrictions on such amendments, supplements or modifications set forth herein). The word “including” and words of similar import when used in this Agreement shall mean “including, without limitation,” unless the context otherwise requires or unless otherwise specified. The word “or” shall not be exclusive. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.” All references to “$” or dollar amounts are to the lawful currency of the United States of America. In the event that an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring either Party by virtue of the authorship of any provisions hereof.

ARTICLE II

ASSIGNMENT OF EMPLOYEES

SECTION 2.01.    Transferred Employees. As of the date immediately prior to the Distribution Date, the employment of the Transferred Employees by any member of the DTE Energy Group shall have been assigned and transferred to a member of the DT Midstream Group.

SECTION 2.02.    Listed Employees. For 12 months following the Distribution Date, DT Midstream shall have the right to solicit and offer employment with the DT Midstream Group to the employees listed on Schedule A (the “Listed Employees”). In the event any Listed Employee accepts such offer of employment from and commences employment with the DT Midstream Group, the Parties shall use commercially reasonable efforts, subject to applicable Laws and the terms and conditions of the applicable Benefit Plans, to treat such Listed Employee as a DT Midstream Employee or a DT Midstream Corporate Employee, as applicable, for all purposes of this Agreement, including the DTE Energy Benefit Plans and the DT Midstream Benefit Plans but excluding Article VI of this Agreement, as of the Offer Employee Transfer Date.

SECTION 2.03.    Non-Employment Obligation. Notwithstanding anything to the contrary contained herein, nothing in this Agreement shall create any obligation on the part of the DT Midstream Group or the DTE Energy Group to continue the employment of any employee for any definite period following the Distribution Date or to change the employment status of any employee from “at will.” Unless required pursuant to the terms of the applicable Benefit Plan or applicable Law, the Parties agree that none of the Transactions shall result in any Business Employees being deemed to have incurred a termination of employment or being eligible to receive severance benefits solely as a result of the Distribution.

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ARTICLE III

PENSION, RETIREMENT AND DEFERRED COMPENSATION PLANS

SECTION 3.01.    Qualified Defined Contribution Plans. (a) Establishment of the DT Midstream Savings Plan. Effective on or before the Distribution Date, DT Midstream shall adopt, establish and maintain a 401(k) profit sharing plan and trust for the benefit of DT Midstream Employees that is intended to be qualified under Section 401(a) of the Code and exempt from federal income tax under Section 501(a) of the Code (the “DT Midstream Savings Plan”). If the DT Midstream Savings Plan is not adopted in the form of a pre-approved plan for which the IRS has issued an opinion letter, as soon as practicable after the adoption of the DT Midstream Savings Plan, or as otherwise required under Revenue Procedure 2007-44, DT Midstream shall submit an application to the IRS for a determination letter that the DT Midstream Savings Plan is qualified under Section 401(a) of the Code and that the related DT Midstream Savings Plan Trust is exempt from federal income tax under Section 501(a) of the Code, and shall take any actions not inconsistent with DT Midstream’s other general commitments contained in this Agreement and make any amendments necessary to receive such determination. As of the Distribution Date, each DT Midstream Employee shall be eligible to participate in the DT Midstream Savings Plan, which shall recognize the service of such DT Midstream Employee with DTE Energy and its Subsidiaries for purposes of any applicable waiting period, service condition or vesting with respect to applicable employer contributions from DT Midstream following the Distribution Date.

(b)    DTE Energy Savings Plan. Following the Distribution, the DTE Energy Group shall retain sponsorship of the DTE Energy Savings Plan and the DTE Energy Savings Plan shall retain all Assets and Liabilities arising out of or relating to the DTE Energy Savings Plan, including those relating to each Business Employee (and their respective beneficiaries) in connection with his or her service prior to the Distribution, including the obligation to make all payments or distributions with respect to such Liabilities in accordance with the terms of the DTE Energy Savings Plan (including distributions pursuant to Section 3.01(c)). As of the Distribution Date, each DT Midstream Employee shall cease active participation in the DTE Energy Savings Plan, other than with respect to benefit accruals as of the Distribution Date.

(c)    Savings Plan Rollover. As of the Distribution Date, the DTE Energy Savings Plan shall permit each DT Midstream Employee to elect, and the DT Midstream Group shall cause the DT Midstream Savings Plan to accept, in accordance with applicable Law and the terms of the DTE Energy Savings Plan and the DT Midstream Savings Plan, a rollover of the account balances (including earnings through the date of transfer but excluding promissory notes evidencing all outstanding loans) of such DT Midstream Employee under the DTE Energy Savings Plan, if such rollover is elected in accordance with applicable Law and the terms of the DTE Energy Savings Plan and by such DT Midstream Employee. Upon completion of a rollover of all or part of the account balance of any DT Midstream Employee, as described in this Section 3.01(c), DT Midstream and the DT Midstream Savings Plan shall be responsible for all Liabilities of the DTE Energy Group under the DTE Energy Savings Plan with respect to the

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portion of the account balance of the DT Midstream Employee whose full or partial account balance was rolled over to the DT Midstream Savings Plan (and his or her respective beneficiaries), and the DTE Energy Group and the DTE Energy Savings Plan shall have no Liabilities to provide the former DTE Energy Savings Plan participant (or any of the former participant’s beneficiaries) with benefits under the DTE Energy Savings Plan with respect to the portion of the former participant’s account balance so rolled over. In the event a DT Midstream Employee elects a rollover of all or part of such DTE Midstream Employee’s account balance under the DTE Energy Savings Plan in accordance with this Section 3.01(c), any promissory notes evidencing outstanding loans under the account shall be subject to the terms and conditions of the DTE Energy Savings Plan.

(d)    Employer Savings Plan Contributions. The DTE Energy Group shall remain responsible for making all employer contributions under the DTE Energy Savings Plan with respect to any DT Midstream Employee attributable to compensation earned prior to the Distribution Date and paid by the DTE Energy Group; provided that, any such employer contributions shall be made by the DTE Energy Group prior to any rollover elected by a DT Midstream Employee under Section 3.01(c). The DTE Energy Group shall cause the DTE Energy Savings Plan to be amended as necessary to fully vest any employer contributions made to the accounts of DT Midstream Employees that are unvested as of the Distribution Date. On and after the Distribution Date, the DT Midstream Group shall be responsible for all employer contributions under the DT Midstream Savings Plan attributable to service performed by DT Midstream Employees after the Distribution Date.

(e)    Limitation of Liability; Cooperation. The DTE Energy Group shall have no Liability with respect to the DT Midstream Savings Plan following the Distribution Date, including responsibility for any failure of DT Midstream to properly administer the DT Midstream Savings Plan in accordance with its terms and applicable Law and any failure to properly administer the accounts of DT Midstream Employees and their respective beneficiaries, including accounts rolled over in accordance with Section 3.01(c), in such DT Midstream Savings Plan. Following the date of this Agreement, the DTE Energy Group and the DT Midstream Group shall use commercially reasonable efforts to cooperate in administering the DTE Energy Savings Plan in connection with providing benefits to DT Midstream Employees in accordance with the terms of the DTE Energy Savings Plan, including by exchanging any necessary participant records.

SECTION 3.02.    Qualified Defined Benefit Pension Plans. Following the Distribution Date, the DTE Energy Group shall retain sponsorship of the DTE Energy Pension Plan and the DTE Energy Pension Plan shall retain all Assets and Liabilities arising out of or relating to the DTE Energy Pension Plan, including those relating to each Business Employee (and their respective beneficiaries) in connection with his or her service prior to the Distribution, including the obligation to make all payments or distributions with respect to such Liabilities in accordance with the terms of the DTE Energy Pension Plan. As of the Distribution Date, each DT Midstream Employee shall cease active participation in the DTE Energy Pension Plan, other than with respect to benefit accruals as of the Distribution Date. Following the date of this Agreement, the DTE Energy Group and the DT Midstream Group shall use commercially reasonable efforts to cooperate in administering the DTE Energy Pension Plan in connection with providing benefits to DT Midstream Employees in accordance with the terms of the DTE

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Energy Pension Plan, including by exchanging any necessary participant records. For the avoidance of doubt, in no event shall any DT Midstream Employee who is not a participant in, or has not vested in a benefit under, the DTE Energy Pension Plan prior to the Distribution Date become eligible to receive payments or benefits under the DTE Energy Pension Plan following the Distribution Date.

SECTION 3.03.    Nonqualified Deferred Compensation Plans. Following the Distribution Date, the DTE Energy Group shall retain sponsorship of the DTE Energy Deferred Compensation Plans and all Assets and Liabilities arising out of or relating to the DTE Energy Deferred Compensation Plans, including those relating to any Business Employee (and their respective beneficiaries) in connection with his or her service prior to the Distribution, including the obligation to make all payments or distributions with respect to such Liabilities in accordance with the terms of the applicable DTE Energy Deferred Compensation Plan. As of the Distribution Date, each DT Midstream Employee shall cease active participation in the DTE Energy Deferred Compensation Plans, other than with respect to benefit accruals as of the Distribution Date. The DTE Energy Group shall cause the DTE Energy Deferred Compensation Plans to be amended as necessary to fully vest all contributions or benefits accrued by any DTE Midstream Employee as of the Distribution Date. The payment or distribution of any compensation to which any DT Midstream Employee (and their respective beneficiaries) is entitled under the DTE Energy Deferred Compensation Plans shall occur upon the time or times provided for under the applicable DTE Energy Deferred Compensation Plan and such DT Midstream Employee’s deferral or distribution elections, as applicable. Following the date of this Agreement, the DTE Energy Group and the DT Midstream Group shall use commercially reasonable efforts to cooperate in administering the DTE Energy Deferred Compensation Plans for purposes of satisfying any obligations relating to the participation of any DT Midstream Employee, including by exchanging any necessary participant records.

ARTICLE IV

WELFARE PLANS

SECTION 4.01.    Establishment of the DT Midstream Welfare Plans. Effective on or before the Distribution Date, DT Midstream shall adopt, establish and maintain Welfare Plans for the benefit of DT Midstream Employees (the “DT Midstream Welfare Plans”).

SECTION 4.02.    Coverage of DT Midstream Employees. As of the Distribution Date, each DT Midstream Employee shall become eligible to participate in the DT Midstream Welfare Plans, subject to the terms of such plans. To the extent applicable to any DT Midstream Welfare Plans in which DT Midstream Employees become eligible as of the Distribution Date that provide benefits similar to the benefits that had been provided to such persons under a DTE Energy Welfare Plan immediately prior to such date, DT Midstream shall cause the DT Midstream Welfare Plans to recognize all coverage and contribution elections made by the DT Midstream Employees under the DTE Energy Welfare Plans in effect for the period immediately prior to the Distribution Date and shall apply such elections under the DT Midstream Welfare Plans for the remainder of the period or periods for which such elections are by their terms applicable. All beneficiary designations made by DT Midstream Employees under the DTE Energy Welfare Plans shall, to the extent applicable, be transferred to, and be in full force and

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effect under, the DT Midstream Welfare Plans until such beneficiary designations are replaced or revoked by the DT Midstream Employee who made the beneficiary designation in accordance with the terms of such plans. With respect to each DT Midstream Employee, each DT Midstream Welfare Plan shall provide that for purposes of determining eligibility to participate, vesting and calculation of, and entitlement to, benefits, service by the DT Midstream Employee prior to the Distribution Date with DTE Energy and its Subsidiaries shall be treated as service with the DT Midstream Group. DT Midstream shall cause each DT Midstream Welfare Plan to waive any waiting periods, evidence of insurability requirements and the application of any preexisting condition limitations with respect to each DT Midstream Employee (and, if applicable, such DT Midstream Employee’s participating spouse and/or dependents). DT Midstream shall cause each DT Midstream Welfare Plan to honor any deductible, co-payment and out-of-pocket maximums incurred by each DT Midstream Employee (and, if applicable, such DT Midstream Employee’s participating spouse and/or dependents) under the DTE Energy Welfare Plans in which such DT Midstream Employee participated immediately prior to the Distribution Date, if any, in satisfying any deductibles, co-payments or out-of-pocket maximums under the DT Midstream Welfare Plans in which such DT Midstream Employee is eligible to participate after the Distribution Date in the same plan year in which any such deductibles, co-payments or out-of-pocket maximums were incurred. All amounts credited or applied to any annual or lifetime benefit limitation under a DTE Energy Welfare Plan with respect to a DT Midstream Employee (and, if applicable, such DT Midstream Employee’s participating spouse and/or dependents) shall be credited or applied to the annual or lifetime benefit limitation for such DT Midstream Employee (and, if applicable, such DT Midstream Employee’s participating spouse and/or dependents) under the corresponding DT Midstream Welfare Plan.

SECTION 4.03.    Welfare Plan Liabilities. (a) DT Midstream Liabilities. Except as provided in clause (b) of this Section 4.03, the DT Midstream Group and the DT Midstream Welfare Plans, as applicable, shall retain and be responsible for all claims for welfare benefits (and for any Liabilities arising as a result of such claims) incurred with respect to any DT Midstream Employee (and, if applicable, such DT Midstream Employee’s participating spouse and/or dependents) on or after the Distribution Date under the DT Midstream Welfare Plans, and no member of the DTE Energy Group or the DTE Energy Welfare Plans shall assume or retain any such Liabilities.

(b)    DTE Energy Liabilities. Following the Distribution, the DTE Energy Group shall retain sponsorship of the DTE Energy Welfare Plans. Except as provided in Sections 4.04, 4.05 and 4.07, the DTE Energy Group and the DTE Energy Welfare Plans shall retain and continue to be responsible for all claims for welfare benefits (and for any Liabilities arising as a result of such claims) incurred with respect to any Business Employee (and, if applicable, such Business Employee’s participating spouse and/or dependents) prior to the Distribution Date, whether such claims have been paid or remain unpaid as of such date, and the DT Midstream Welfare Plans shall not assume or retain any such Liabilities. DT Midstream shall reimburse DTE Energy Group for claims incurred but not paid as of the Distribution Date with respect to any DT Midstream Employee (other than a Transferred Employee). Except as provided in Section 4.05, as of the Distribution Date, each DT Midstream Employee shall cease participation in the DTE Energy Welfare Plans (other than the DTE Energy Retiree Welfare Plans in accordance with the terms of such DTE Energy Retiree Welfare Plans).

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(c)    Claims Incurred. Claims for purposes of this Section 4.03 shall be considered to be incurred as follows: (i) health, dental, vision, employee assistance program and prescription drug benefits (including in respect of hospital confinement), upon provision of such services, materials or supplies and (ii) life, long-term disability, accidental death and dismemberment and business travel accident insurance benefits, upon the death, cessation of employment, injury, illness, or other event giving rise to such benefits.

SECTION 4.04.    Disability. (a) DT Midstream shall assume all Liabilities related to extended (short-term) disability benefits payable to a DT Midstream Employee after the Distribution Date, even if the disability giving rise to the benefits first occurred before the Distribution Date.

(b)    The DTE Energy Welfare Plans shall retain any Liabilities related to long-term disability benefits payable under the terms of the DTE Energy Welfare Plans to any Business Employee as a result of any disability that first arose before the Distribution Date. The DT Midstream Welfare Plans shall retain and be responsible for any Liabilities related to long-term disability benefits payable under the terms of the DT Midstream Welfare Plans to any DT Midstream Employee as a result of any disability that first arises on or after the Distribution Date.

SECTION 4.05.    Workers’ Compensation Claims. Effective on or before the Distribution Date, DT Midstream shall adopt, establish and maintain a workers’ compensation plan of the DT Midstream Group (each, a “DT Midstream Workers’ Compensation Plan”) for the benefit of DT Midstream Employees. In the case of any workers’ compensation claim of any DT Midstream Employee in respect of his or her employment with the DTE Energy Group or the DT Midstream Group, such claim shall be covered (a) under the applicable DTE Energy Workers’ Compensation Plan if the Workers’ Compensation Event occurred prior to the Distribution Date and (b) under the applicable DT Midstream Workers’ Compensation Plan if the Workers’ Compensation Event occurs on or after the Distribution Date. If the Workers’ Compensation Event occurs over a period both preceding and following the Distribution, the claim shall be jointly covered under the DTE Energy Workers’ Compensation Plan and the DT Midstream Workers’ Compensation Plan and shall be equitably apportioned between them based upon the relative periods of time that the Workers’ Compensation Event transpired preceding and following the Distribution.

SECTION 4.06.    COBRA. In the event that a Business Employee or his or her qualified beneficiary was receiving, or was eligible to receive, continuation health coverage pursuant to COBRA prior to the Distribution Date, DTE Energy and the applicable DTE Energy Welfare Plans shall be responsible for all Liabilities to such employee (or his or her eligible dependents) in respect of COBRA. In the event a DT Midstream Employee or his or her qualified beneficiary becomes eligible to receive continuation health coverage pursuant to COBRA on or following the Distribution Date, DT Midstream and the DT Midstream Welfare Plans shall be responsible for all Liabilities to such employee (or his or her eligible dependents) in respect of COBRA. DT Midstream shall indemnify, defend and hold harmless the members of the DTE Energy Group from and against all Liabilities relating to, arising out of or resulting from COBRA provided by DT Midstream, or the failure of DT Midstream to meet its COBRA obligations, to DT Midstream Employees and their respective eligible dependents. The DTE Energy Welfare Plans shall not treat the Distribution as a COBRA qualifying event for any DT Midstream Employee (or any eligible dependent of a DT Midstream Employee).

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SECTION 4.07.    Flexible Spending Accounts. As of the Distribution Date, each DT Midstream Employee shall cease participation in the DTE Energy FSA (the “DTE Energy FSA”) and shall become eligible to participate in a flexible spending account plan established by DT Midstream (the “DT Midstream FSA”), subject to the terms of such plan. Effective as of the Distribution Date, the DT Midstream FSA shall credit or debit the applicable account of each DT Midstream Employee who, as of the Distribution Date, was a participant in the flexible spending account plan maintained by the DTE Energy Group with an amount equal to the balance of his or her account under the DTE Energy FSA as of the Distribution Date, and shall continue his or her elections thereunder. If the claims made against a DT Midstream Employee’s DTE Energy FSA account prior to the Distribution Date exceed the amounts credited to such account at the Distribution Date, DT Midstream shall reimburse the DTE Energy Group for the aggregate amount of such difference. If the amounts credited to a DT Midstream Employee’s DTE Energy FSA account at the Distribution Date exceed the claims made against such account prior to the Distribution Date, the DTE Energy Group shall reimburse DT Midstream for the aggregate amount of such difference. As of the Distribution Date, the DT Midstream FSA shall assume responsibility for all outstanding dependent care and medical care claims under the DTE Energy FSA of each DT Midstream Employee and shall assume and perform the obligations from and after the Distribution Date. From and after the Distribution Date, the DTE Energy Group shall provide DT Midstream with such information within the DTE Energy Group’s possession that DT Midstream may reasonably request to enable it to verify any claims or contribution information pertaining to the DTE Energy FSA.

SECTION 4.08.    Health Savings Accounts. Any DT Midstream Employee who was contributing to a health savings account in connection with the DT Midstream Employee’s participation in the DTE Energy Welfare Plans (a “DTE Energy Plan HSA”) shall retain ownership of such DTE Energy Plan HSA following the Distribution Date. DT Midstream shall take all actions as are necessary to enable any eligible DT Midstream Employee to make health savings account contributions in connection with such DT Midstream Employee’s participation in the DT Midstream Welfare Plans (a “DT Midstream Plan HSA”) following the Distribution Date. Following the date of this Agreement, the Parties shall use commercially reasonable efforts to cooperate in transferring the DTE Energy Plan HSAs of DT Midstream Employees to the respective DT Midstream Plan HSAs of such DT Midstream Employees.

SECTION 4.09.    Retiree Welfare Plans. Following the Distribution, the DTE Energy Group shall retain sponsorship of the DTE Energy Retiree Welfare Plans and all Liabilities arising out of or relating to the DTE Energy Retiree Welfare Plans relating to any Business Employee (and their respective beneficiaries) in connection with his or her service prior to the Distribution, including the obligation to make all payments or distributions with respect to such Liabilities in accordance with the terms of the DTE Energy Retiree Welfare Plans. The DTE Energy Retiree Welfare Plans shall retain all Assets relating to the DTE Energy Retiree Welfare Plans. The DTE Energy Group shall cause (a) each DTE Energy Retiree Welfare Plan (other than the DTE Supplemental Retiree Benefit Plan) to be amended as necessary to provide to each DT Midstream Employee who is a participant therein immediately prior to the Distribution Date with five additional years of age and service credit solely for vesting purposes

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effective as of the Distribution Date and (b) the DTE Supplemental Retiree Benefit Plan to be amended as necessary to fully vest any employer contributions made to the accounts of DT Midstream Employees that are unvested as of the Distribution Date. Any benefits in respect of DT Midstream Employees that remain unvested after giving effect to the foregoing as of the Distribution Date shall be treated in accordance with the terms of the applicable DTE Energy Retiree Welfare Plan. Following the date of this Agreement, the DTE Energy Group and the DT Midstream Group shall use commercially reasonable efforts to cooperate in administering the DTE Energy Retiree Welfare Plans for purposes of satisfying any obligations relating to the participation of any DT Midstream Employee, including by exchanging any necessary participant records.

SECTION 4.10.    Vacation Buy Plan. As of the Distribution Date, each DT Midstream Employee shall cease participation in the vacation buy plan maintained by the DTE Energy Group (the “DTE Energy VB”) and shall become eligible to participate in a paid-time off buy plan established by DT Midstream (the “DT Midstream PTO Buy”), subject to the terms of such plan. Effective as of the Distribution Date, the DT Midstream PTO Buy shall credit or debit the applicable account of each DT Midstream Employee who, as of the Distribution Date, was a participant in the DTE Energy VB with an amount equal to the balance of his or her account under the DTE Energy VB as of the Distribution Date, and shall continue his or her elections thereunder. If the claims made against a DT Midstream Employee’s DTE Energy VB account prior to the Distribution Date exceed the amounts credited to such account at the Distribution Date, DT Midstream shall reimburse the DTE Energy Group for the aggregate amount of such difference. If the amounts credited to a DT Midstream Employee’s DTE Energy VB at the Distribution Date exceed the claims made against such account prior to the Distribution Date, the DTE Energy Group shall reimburse DT Midstream for the aggregate amount of such difference. As of the Distribution Date, the DT Midstream PTO Buy shall assume responsibility for payment of all vacation time purchased by a DT Midstream Employee before the Distribution Date but unused as of the Distribution Date, consistent with the terms of the DT Midstream PTO Buy. From and after the Distribution Date, the DTE Energy Group shall provide DT Midstream with such information within the DTE Energy Group’s possession that DT Midstream may reasonably request to enable it to verify any claims or contribution information pertaining to the DTE Energy VB.

ARTICLE V

CERTAIN OTHER ARRANGEMENTS

SECTION 5.01.    Other DT Midstream Benefit Arrangements. Effective on or before the Distribution Date, the DT Midstream Group shall adopt, establish and maintain Benefit Plans (other than Pension Plans and Welfare Plans providing post-employment benefits other than COBRA) for the benefit of the DT Midstream Employees and shall be solely responsible for all Liabilities with respect to such DT Midstream Benefit Plans.

SECTION 5.02.    No Change in Control. The Distribution shall not constitute a “change in control” (or term of similar meaning) for purposes of any DTE Energy Benefit Plan.

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SECTION 5.03.    Annual Bonuses. Effective as of the Distribution Date, the DT Midstream Group shall establish an annual bonus program for the 2021 performance period (the “DT Midstream AIP”) for the benefit of each DT Midstream Employee who was granted an annual incentive award for 2021 under the DTE Energy Company Annual Incentive Plan (a “2021 AIP Award”) or the DTE Energy Rewarding Employees Plan (a “2021 REP Award”). As of the Distribution Date, each DT Midstream Employee shall cease to be an eligible participant in the DTE Energy Company Annual Incentive Plan and the DTE Energy Rewarding Employees Plan, in accordance with the terms of such plans. Effective as of the Distribution Date, DT Midstream shall have granted to each such DT Midstream Employee an annual incentive for the 2021 performance period under the DT Midstream AIP (each, a “2021 DT Midstream Annual Award”). On the Distribution Date, DTE Energy shall (a) provide to DT Midstream documentation detailing the estimated performance achievement and accrued liability with respect to the 2021 AIP Award or 2021 REP Award of each Transferred Employee as of immediately prior to the Distribution Date, as determined by DTE Energy in its sole discretion, and (b) transfer to DT Midstream an amount equal to the value of the aggregate amount of such accrued liabilities (the “2021 Incentive Payment”). Following the Distribution Date, (i) DT Midstream shall have sole responsibility and Liability for administering and paying any amount due with respect to any 2021 DT Midstream Annual Award under the DT Midstream AIP or under any other annual incentive program of the DT Midstream Group or otherwise payable to any DT Midstream Employee following the Distribution Date and (ii) the DTE Energy Group shall have no Liability in respect of the 2021 AIP Awards or 2021 REP Awards, other than the 2021 Incentive Payment as described in this Section 5.03.

SECTION 5.04.    Severance. Effective as of the Distribution, DTE Energy shall have no Liability with respect to any severance payable to DT Midstream Employees under any severance plan, program, agreement or arrangement (whether of the DTE Energy Group, the DT Midstream Group or otherwise). It is not intended that any Business Employee will be eligible for termination or severance payments from the DTE Energy Group or the DT Midstream Group as a result of the transfer or change of employment from the DTE Energy Group to the DT Midstream Group or from the DT Midstream Group to the DTE Energy Group or the occurrence of the Distribution.

ARTICLE VI

STOCK PLANS

SECTION 6.01.    DT Midstream Stock Plan. Effective on or before the Distribution Date, the DT Midstream Group shall adopt, establish and maintain an equity compensation plan (the “DT Midstream Stock Plan”).

SECTION 6.02.    Restricted Stock Awards Held by DT Midstream Employees. Each DTE Energy Restricted Stock Award held as of immediately prior to the Distribution by any Business Employee who will become a DT Midstream Employee shall be converted into a DT Midstream restricted stock unit award granted under the DT Midstream Stock Plan (a “Substitute DT Midstream RSU Award”). The number of DT Midstream Shares subject to the Substitute DT Midstream RSU Award shall be equal to the number of DTE Energy Shares subject to the DTE Energy Restricted Stock Award held as of immediately prior to the

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Distribution multiplied by a fraction, the numerator of which is the DTE Energy Pre-Distribution Stock Price, and the denominator of which is the DT Midstream Post-Distribution Stock Price. Each Substitute DT Midstream RSU Award shall vest based on the holder’s employment with the DT Midstream Group. Each Substitute DT Midstream RSU Award shall have substantially the same terms and conditions as the corresponding DTE Energy Restricted Stock Award, except that the holder thereof shall not have any rights as a stockholder in respect of such Substitute DT Midstream RSU Award until DT Midstream Shares are delivered in settlement of such Substitute DT Midstream RSU Award and as otherwise provided herein. For the avoidance of doubt, in no event shall any DT Midstream Employee be eligible for (a) vesting with respect to any DTE Energy Restricted Stock Award or (b) accelerated vesting with respect to any Substitute DT Midstream RSU Award solely as a result of the Distribution.

SECTION 6.03.    Performance Share Awards Held by DT Midstream Employees. (a) 2019 Performance Share Awards. Each DTE Energy Performance Share Award granted under the DTE Energy Stock Plan in 2019 and held as of immediately prior to the Distribution (or immediately prior to the Record Date, solely to the extent DTE Energy elects to settle such award prior thereto) by any Business Employee who will become a DT Midstream Employee shall (i) vest as to two-thirds of the target number of DTE Energy Shares subject to such DTE Energy Performance Share Award based on actual performance as of December 31, 2020, as determined by the Organization and Compensation Committee of the DTE Energy board of directors in its sole discretion and (ii) forfeit as to one-third of the target number of DTE Energy Shares subject to such DTE Energy Performance Share Award (the portion described in clause (i), a “Vested 2019 DTE Energy Performance Share Award” and the portion described in clause (ii), a “Forfeited 2019 DTE Energy Performance Share Award”). Each Vested 2019 DTE Energy Performance Share Award shall be settled by DTE Energy in its discretion (x) prior to the Record Date or (y) no later than 60 days following the Distribution Date in which case the target number of DTE Energy Shares subject to the Vested 2019 DTE Energy Performance Share Award as of immediately prior to the Distribution Date shall be appropriately adjusted as determined by DTE Energy. Effective as of the Distribution Date, DT Midstream shall grant to each DT Midstream Employee who held a Forfeited 2019 DTE Energy Performance Share Award a performance share award pursuant to the DT Midstream Stock Plan with a target number of DT Midstream Shares subject to such award equal to the target number of DTE Energy Shares subject to the Forfeited 2019 DTE Energy Performance Share Award multiplied by a fraction, the numerator of which is the DTE Energy Pre-Distribution Stock Price, and the denominator of which is the DT Midstream Post-Distribution Stock Price (each such award, a “DT Midstream 2019 Performance Share Award”). Each DT Midstream 2019 Performance Share Award shall have substantially the same terms and conditions as the Forfeited 2019 DTE Energy Performance Share Award to which it relates, provided that the DT Midstream 2019 Performance Share Award shall vest based on the achievement of DT Midstream performance metrics, as established prior to the Distribution, and the holder’s employment with the DT Midstream Group.

(b)    2020 Performance Share Awards. Each DTE Energy Performance Share Award granted under the DTE Energy Stock Plan in 2020 and held as of immediately prior to the Distribution (or immediately prior to the Record Date, solely to the extent DTE Energy elects to settle such award prior thereto) by any Business Employee who will become a DT Midstream Employee shall (i) vest as to one-third of the target number of DTE Energy Shares subject to

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such DTE Energy Performance Share Award based on actual performance as of December 31, 2020, as determined by the Organization and Compensation Committee of the DTE Energy board of directors in its sole discretion and (ii) forfeit as to two-thirds of the target number of DTE Energy Shares subject to such DTE Energy Performance Share Award (the portion described in clause (i), a “Vested 2020 DTE Energy Performance Share Award” and the portion described in clause (ii), a “Forfeited 2020 DTE Energy Performance Share Award”). Each Vested 2020 DTE Energy Performance Share Award shall be settled by DTE Energy in its discretion (x) prior to the Record Date or (y) no later than 60 days following the Distribution Date in which case the target number of DTE Energy Shares subject to the Vested 2020 DTE Energy Performance Share Award as of immediately prior to the Distribution Date shall be appropriately adjusted as determined by DTE Energy. Effective as of the Distribution Date, DT Midstream shall grant to each DT Midstream Employee who held a Forfeited 2020 DTE Energy Performance Share Award a performance share award pursuant to the DT Midstream Stock Plan with a target number of DT Midstream Shares subject to such award equal to the target number of DTE Energy Shares subject to the Forfeited 2020 DTE Energy Performance Share Award multiplied by a fraction, the numerator of which is the DTE Energy Pre-Distribution Stock Price, and the denominator of which is the DT Midstream Post-Distribution Stock Price (each such award, a “DT Midstream 2020 Performance Share Award”). Each DT Midstream 2020 Performance Share Award shall have substantially the same terms and conditions as the Forfeited 2020 DTE Energy Performance Share Award to which it relates, provided that the DT Midstream 2020 Performance Share Award shall vest based on the achievement of DT Midstream performance metrics, as established prior to the Distribution, and the holder’s employment with the DT Midstream Group.

(c)    2021 Performance Share Awards. Each DTE Energy Performance Share Award granted under the DTE Energy Stock Plan in 2021 and held as of immediately prior to the Distribution by any Business Employee who will become a DT Midstream Employee shall be converted into a substitute DT Midstream performance share award granted under the DT Midstream Stock Plan (a “Substitute DT Midstream Performance Share Award”). The target number of DT Midstream Shares that are subject to the Substitute DT Midstream Performance Share Award shall be equal to the target number of DTE Energy Shares subject to the DTE Energy Performance Share Award held as of immediately prior to the Distribution multiplied by a fraction, the numerator of which is the DTE Energy Pre-Distribution Stock Price and the denominator of which is the DT Midstream Post-Distribution Stock Price. Each Substitute DT Midstream Performance Share Award shall have substantially the same terms and conditions as the DTE Energy Performance Share Award to which it relates, provided that the Substitute DT Midstream Performance Share Award shall vest based on the achievement of DT Midstream performance metrics, as established prior to the Distribution, and the holder’s employment with the DT Midstream Group.

SECTION 6.04.    Approval and Terms of Equity Awards. DT Midstream shall adopt and approve the issuance of the converted and replacement awards provided for herein. Notwithstanding the foregoing, awards made under the DT Midstream Stock Plan pursuant to DT Midstream’s obligations under this Agreement shall take into account all employment and service with both DTE Energy and DT Midstream, and their respective Subsidiaries and Affiliates, for purposes of determining when such awards vest and terminate. The DT Midstream Group shall be solely responsible for all Liabilities with respect to the DT Midstream

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Stock Plan, including the Substitute DT Midstream RSU Awards, the DT Midstream 2019 Performance Share Awards, the DT Midstream 2020 Performance Share Awards and the Substitute DT Midstream Performance Share Awards.

ARTICLE VII

COMPENSATION MATTERS AND GENERAL BENEFIT MATTERS

SECTION 7.01.    Cessation of Participation in DTE Energy Benefit Plans. Except as otherwise provided in this Agreement or as required by the terms of any DTE Energy Benefit Plan or by applicable Law, the DTE Energy Group shall take any and all action as shall be necessary or appropriate so that participation in DTE Energy Benefit Plans by all DT Midstream Employees shall terminate as of the close of business on the date immediately prior to the Distribution Date and each member of the DT Midstream Group shall cease to be a participating employer under the terms of such DTE Energy Benefit Plans as of such time.

SECTION 7.02.    Assumption of Certain Employee Related Obligations. Except as otherwise provided in this Agreement, effective as of the close of business on the date immediately prior to the Distribution, DT Midstream shall assume, and the DTE Energy Group shall have no further Liability for, the following agreements and Liabilities, and DT Midstream shall indemnify, defend and hold harmless each of the DTE Energy Indemnitees from and against any and all expenses and losses incurred or suffered by one or more of the DTE Energy Indemnitees in connection with, relating to, arising out of or due to, directly or indirectly, any of the following:

(a)    all agreements entered into between the DTE Energy Group and any DT Midstream Employee or independent contractor or other service provider providing services to the DT Midstream Group immediately following the Distribution Date; provided that if any such agreement constitutes a Shared Contract, the benefits, obligations and liabilities under such agreement shall be allocated between DTE Energy and DT Midstream in accordance with Section 2.04 of the Distribution Agreement;

(b)    all wages, salary, incentive compensation, commissions and bonuses payable to DT Midstream Employees on or after the Distribution Date, without regard to when such wages, salary, incentive compensation, commissions or bonuses are or may have been earned, other than wages and salary earned through the Distribution Date;

(c)    all moving expenses and obligations related to relocation, repatriation, transfers, tuition assistance and adoption assistance or similar items incurred by or owed to any DT Midstream Employee on or after the Distribution Date;

(d)    all immigration-related, visa, work application or similar rights, obligations and liabilities to the extent they are related to any DT Midstream Employees;

(e)    all offer letters and letter agreements entered into between (i) the DTE Energy Group, the DT Midstream Group or a former entity owned, in whole or in part, by the DT Midstream Group and (ii) any DT Midstream Employee providing for ongoing benefits and/or compensation for such DT Midstream Employee; and

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(f)    all Liabilities of the DT Midstream Group or in respect of the operation or conduct of the DT Midstream Business as conducted at any time (whether prior to or after the Distribution) or any other business conducted by DT Midstream or any other member of the DT Midstream Group at any time after the Distribution, in each case, with respect to claims made by or with respect to DT Midstream Employees relating to any Benefit Plan not otherwise retained or assumed by the DTE Energy Group pursuant to this Agreement, including such Liabilities relating to actions or omissions of or by the DT Midstream Group or any officer, director, employee or agent thereof prior to the Distribution Date.

SECTION 7.03.    Restrictive Covenants in Employment and Other Agreements. To the extent permitted under applicable Law, following the Distribution, the DT Midstream Group shall be considered to be successors to the DTE Energy Group for purposes of all agreements containing restrictive covenants (including confidentiality provisions) between the DTE Energy Group and any Business Employee executed prior to the Distribution Date such that the DTE Energy Group and the DT Midstream Group shall all enjoy the rights and benefits under such agreements, with respect to their respective business operations; provided, however, that (a) in no event shall the DTE Energy Group be permitted to enforce any restrictive covenants against any Business Employees in their capacity as employees of the DT Midstream Group and (b) in no event shall the DT Midstream Group be permitted to enforce any restrictive covenants against any DTE Energy employees in their capacity as employees of the DTE Energy Group.

SECTION 7.04.    Past Service Credit. With respect to all DT Midstream Employees, as of the Distribution Date, the DT Midstream Group shall recognize all service recognized under the comparable DTE Energy Benefit Plans for purposes of determining eligibility, participation, vesting and calculation of benefits under comparable plans and programs maintained by the DT Midstream Group; provided that there shall be no duplication of benefits for DT Midstream Employees under such DT Midstream Group plans and programs. The DTE Energy Group shall provide to DT Midstream copies of any records available to the DTE Energy Group to document such service, plan participation and membership and cooperate with DT Midstream to resolve any discrepancies or obtain any missing data for purposes of determining benefit eligibility, participation, vesting and calculation of benefits with respect to the DT Midstream Employees. With respect to retaining, destroying, transferring, sharing, copying and permitting access to all such information, the DTE Energy Group and DT Midstream shall each comply with all applicable Laws, regulations and internal policies and each Party shall indemnify and hold harmless the other Party from and against any and all Liability that arises from a failure (by the indemnifying Party) to so comply with all applicable Laws, regulations and internal policies applicable to such information.

SECTION 7.05.    Accrued Vacation and Other Paid Time Off. Effective as of the Distribution Date, the DT Midstream Group shall recognize and assume all liability for all paid time off and vacation, holiday, absence bank, sick leave and personal days off (other than deferred banked vacation), accrued by DT Midstream Employees as of the Distribution Date, and the DT Midstream Group shall credit each DT Midstream Employee with such converted accrued days off.

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SECTION 7.06.    Leaves of Absence. The DT Midstream Group shall continue to apply all leave of absence policies as in effect immediately prior to the Distribution to inactive DT Midstream Employees who are on an approved leave of absence as of the Distribution Date. Leaves of absence taken by DT Midstream Employees prior to the Distribution Date shall be deemed to have been taken as employees of DT Midstream.

SECTION 7.07.    DTE Energy Assets. Except as otherwise set forth herein, the DTE Energy Group or the DTE Energy Benefit Plans, as applicable, shall retain all reserves, bank accounts, trust funds or other balances maintained with respect to DTE Energy Benefit Plans.

SECTION 7.08.    Further Cooperation; Personnel Records; Data Sharing. The Parties shall provide each other such records and information as reasonably necessary or appropriate to carry out their obligations under applicable Law or this Agreement or for the purposes of administering their respective plans and policies. Each Party shall be responsible for the accuracy of records and information provided to the other Party pursuant to this Section 7.08 and shall indemnify such other Party for any losses caused by inaccurate information that it has provided (including failure to timely provide such records and information). Subject to applicable Law, all information and records regarding employment and personnel matters of Business Employees shall be accessed, retained, held, used, copied and transmitted after the Distribution Date by the DTE Energy Group and DT Midstream, as applicable, in accordance with all Laws and policies relating to the collection, storage, retention, use, transmittal, disclosure and destruction of such records. Access to such records after the Distribution Date shall be provided to the DTE Energy Group and DT Midstream, as applicable, in accordance with Article VII of the Distribution Agreement. Notwithstanding the foregoing, the DTE Energy Group shall retain reasonable access to those records necessary for the DTE Energy Group’s continued administration of any plans or programs on behalf of Business Employees after the Distribution Date, and DT Midstream shall retain reasonable access to those records necessary for DT Midstream’s administration of any equity award or other compensation or benefit payable or administered by the DT Midstream Group after the Distribution Date, provided that such access shall be limited to individuals who have a job-related need to access such records. The DTE Energy Group shall also retain copies of all confidentiality agreements with any Business Employee in which the DTE Energy Group has a valid business interest. With respect to retaining, destroying, transferring, sharing, copying and permitting access to all such information, the DTE Energy Group and DT Midstream shall each comply with all applicable Laws, regulations and internal policies, and each Party shall indemnify and hold harmless the other Party from and against any and all Liability that arises from a failure (by the indemnifying Party) to so comply with all applicable Laws, regulations and internal policies applicable to such information.

SECTION 7.09.    Tax Deductions. Except as required by a Determination, (a) any DT Midstream Legacy Employee Compensation Deduction shall be claimed solely by DT Midstream or an applicable member of the DT Midstream Group, (b) any DT Midstream Corporate Employee Compensation Deduction shall be claimed solely by DTE Energy or an applicable member of the DTE Energy Group, (c) any DTE Energy Equity Compensation Deduction shall be claimed solely by DTE Energy or an applicable member of the DTE Energy Group and (d) any DT Midstream Equity Compensation Deduction shall be claimed solely by DT Midstream or an applicable member of the DT Midstream Group.

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ARTICLE VIII

GENERAL PROVISIONS

SECTION 8.01.    Employment and Plan Rights. Notwithstanding anything to the contrary in this Agreement, the Parties expressly acknowledge and agree that (a) this Agreement is not intended to create a service-related contract between any member of the DTE Energy Group or the DT Midstream Group, on the one hand, and any employee or service provider, on the other, nor may any current or former employee or service provider of the DTE Energy Group or the DT Midstream Group rely on this Agreement as the basis for any breach of any service-related contract claim against any member of the DTE Energy Group or the DT Midstream Group, (b) nothing in this Agreement shall be deemed or construed to require any member of the DTE Energy Group or the DT Midstream Group to continue to employ any particular employee or service provider for any period before or after the Distribution Date, (c) nothing in this Agreement shall be deemed or construed to limit the right of any member of the DTE Energy Group or the DT Midstream Group to terminate the employment or service of any employee or service provider at any time before or after the Distribution Date and (d) nothing in this Agreement shall be construed as establishing or amending any Benefit Plan, or any other plan, policy, agreement or arrangement for the benefit of any employee or any other person of the DTE Energy Group or the DT Midstream Group.

SECTION 8.02.    Confidentiality. Each Party agrees that any information conveyed or otherwise received by or on behalf of a Party in conjunction herewith is confidential and is subject to the terms of the confidentiality provisions set forth in Section 7.09 of the Distribution Agreement.

SECTION 8.03.    Administrative Complaints/Litigation. (a) Except as otherwise provided in this Agreement and as set forth in Section 8.03(b), as of the Distribution Date, DT Midstream shall assume, and be solely liable for, the handling, administration, investigation and defense of actions related to a DT Midstream Benefit Plan or DT Midstream Employees, including ERISA, as well as any claims based on actions occurring on or after the Distribution Date, including occupational safety and health, employment standards, union grievances, wrongful dismissal, discrimination or human rights and unemployment compensation claims, asserted at any time against the DTE Energy Group or the DT Midstream Group by any Person other than those related to a DTE Energy Benefit Plan. Any Liabilities arising from such actions shall be deemed DT Midstream Liabilities under the Distribution Agreement.

(b)    Except as otherwise provided in this Agreement, as of the Distribution Date, DTE Energy shall assume, and be solely liable for, the handling, administration, investigation and defense of actions related to a DTE Energy Benefit Plan or any current or former service provider of the DTE Energy Group who does not become a DT Midstream Employee, including ERISA, as well as any claims based on actions occurring prior to the Distribution Date, including occupational safety and health, employment standards, union grievances, wrongful dismissal, discrimination or human rights and unemployment

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compensation claims, asserted at any time against the DTE Energy Group or the DT Midstream Group by any Person. Any Liabilities arising from such actions or as otherwise expressly provided in this Agreement shall be deemed DTE Energy Liabilities under the Distribution Agreement.

SECTION 8.04.    Reimbursement and Indemnification. The Parties agree to reimburse each other, within 30 days of receipt from the other Party of appropriate verification, for all costs and expenses which each may incur on behalf of the other as a result of any of the Benefit Plans and as contemplated by Sections 4.03(b), 4.07 and 4.10. All Liabilities retained, assumed or indemnified against by the DT Midstream Group pursuant to this Agreement shall be subject to indemnification under Section 6.02 of the Distribution Agreement and all Liabilities retained, assumed or indemnified against by the DTE Energy Group pursuant to this Agreement shall be subject to indemnification under Section 6.03 of the Distribution Agreement, and all such Liabilities shall be subject to the indemnification procedures set forth in Article VI of the Distribution Agreement.

SECTION 8.05.    Entire Agreement. This Agreement, including any schedules hereto and the sections of the Distribution Agreement referenced herein, contains the entire agreement between the Parties with respect to the subject matter hereof and supersedes all previous agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect to such subject matter, and there are no agreements or understandings between the Parties with respect to the subject matter hereof other than those set forth or referred to herein or therein.

SECTION 8.06.    Section 409A. The Parties shall cooperate in good faith and use reasonable best efforts to ensure that the Transactions shall not result in adverse tax consequences under Section 409A of the Code to any Business Employee (or any of their respective beneficiaries), in respect of their respective benefits under any Benefit Plan.

SECTION 8.07.    Amendment. No provisions of this Agreement shall be deemed waived, amended, supplemented or modified by any Party hereto, unless such waiver, amendment, supplement or modification is in writing and signed by the authorized representative of each Party.

SECTION 8.08.    Waiver. Any term or provision of this Agreement may be waived, or the time for its performance may be extended, by the Party or parties entitled to the benefit thereof. Any such waiver shall be validly and sufficiently given for the purposes of this Agreement if, as to any Party, it is in writing signed by an authorized representative of such Party. The failure of either Party to enforce at any time any provision of this Agreement shall not be construed to be a waiver of such provision, or in any way to affect the validity of this Agreement or any part hereof or the right of any Party thereafter to enforce each and every such provision. No waiver of any breach of this Agreement shall be held to constitute a waiver of any other or subsequent breach.

SECTION 8.09.    Execution in Counterparts. This Agreement may be executed in one or more counterparts, all of which counterparts shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each

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Party and delivered to the other Party. This Agreement may be executed by electronic or PDF signature and scanned and exchanged by electronic mail, and such electronic or PDF signature shall constitute an original for all purposes.

SECTION 8.10.    No Third-Party Beneficiaries. No Business Employee or other current or former employee of any member of the DTE Energy Group or any member of the DT Midstream Group (or his/her spouse, dependent or beneficiary), or any other person not a Party to this Agreement, shall be entitled to assert any claim hereunder. The provisions of this Agreement are solely for the benefit of the Parties and are not intended to confer upon any Person except the Parties any rights or remedies hereunder and there are no third-Party beneficiaries of this Agreement and this Agreement shall not provide any third Person with any remedy, claim, liability, reimbursement, cause of action or other right in excess of those existing without reference to this Agreement.

SECTION 8.11.    Notices. All notices or other communications under this Agreement shall be in writing and shall be deemed to be duly given when delivered or mailed in accordance with the terms of Section 11.05 of the Distribution Agreement.

SECTION 8.12.    Force Majeure. No Party shall be deemed in default of this Agreement to the extent that any delay or failure in the performance of its obligations under this Agreement results from any cause beyond its reasonable control and without its fault or negligence, including acts of God, acts of civil or military authority, embargoes, acts of terrorism, epidemics, war, riots, insurrections, fires, explosions, earthquakes, floods, unusually severe weather conditions, labor problems or unavailability of parts, or, in the case of computer systems, any failure in electrical or air conditioning equipment. In the event of any such excused delay, the time for performance shall be extended for a period equal to the time lost by reason of the delay. A Party claiming the benefit of this provision shall, as soon as reasonably practicable after the occurrence of any such event, (a) notify the other Party of the nature and extent of any such force majeure condition and (b) use due diligence to remove any such causes and resume performance under this Agreement as soon as reasonably feasible.

SECTION 8.13.    No Public Announcement. Neither Party hereto shall, without the prior written approval of the other Party, make any press release or other public announcement concerning the transactions contemplated by this Agreement, except as and to the extent that any such Party shall be so obligated by Law or the rules of any regulatory body or stock exchange, in which case the other Party shall be advised and the Parties shall use their respective commercially reasonable efforts to cause a mutually agreeable release or announcement to be issued; provided, however, that the foregoing shall not preclude communications or disclosures necessary to implement the provisions of this Agreement or to comply with the accounting and U.S. Securities and Exchange Commission disclosure obligations or the rules of any stock exchange.

SECTION 8.14.    Limited Liability. Notwithstanding any other provision of this Agreement, no Person who is a stockholder, director, employee, officer, agent or representative of DT Midstream or DTE Energy, in such individual’s capacity as such, shall have any Liability in respect of or relating to the covenants or obligations of DT Midstream or DTE Energy, as applicable, under this Agreement, the Distribution Agreement or any other Ancillary Agreement

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or in respect of any certificate delivered with respect hereto or thereto, and, to the fullest extent legally permissible, each of DT Midstream and DTE Energy, for itself and its stockholders, directors, employees, officers and Affiliates, waives and agrees not to seek to assert or enforce any such liability that any such individual otherwise might have pursuant to applicable Law.

SECTION 8.15.    Effect if Distribution Does Not Occur. Notwithstanding anything in this Agreement to the contrary, if the Distribution Agreement is terminated prior to the Distribution, this Agreement shall be of no further force and effect.

SECTION 8.16.    Miscellaneous. Except as otherwise expressly set forth in this Agreement, the provisions of Article XI of the Distribution Agreement shall apply mutatis mutandis to this Agreement.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their authorized representatives as of the date first above written.

Exhibit 10.4

CHANGE-IN-CONTROL SEVERANCE AGREEMENT

This CHANGE-IN-CONTROL SEVERANCE AGREEMENT (the “Agreement”) is entered into as of July 1, 2021 (the “Effective Date”) between DT Midstream, Inc., a Delaware corporation (the “Company”), and                      (the “Executive”).

RECITALS

The Executive is an executive or a key employee of the Company or one or more of its Subsidiaries and has made and is expected to continue to make major contributions to the short- and long-term profitability, growth and financial strength of the Company.

The Company recognizes that, as is the case for most publicly held companies, the possibility of a Change-in-Control exists and that potential employment uncertainty resulting from a Change-in-Control may distract management from conducting the Company’s business or cause management employees to leave the Company.

The Company wants to provide security to its senior executives and key employees to enable them to discharge their duties during the consideration and consummation of a Change-in-Control in order to preserve the value of the Company for its shareholders.

In consideration of these objectives, the Company and the Executive agree as follows:

or

Change in Control Agreement

For Executive Name

in either case based on the assumption that target performance goals for the applicable year would be met and the Executive was employed for the entire year or until any later date required to receive the payment;]

in either case calculated based on the assumption that the Executive was employed for the entire year or until any later date required to receive such payment,]

Change in Control Agreement

For Executive Name

in either case calculated based on the assumption that the Executive was employed for the entire year or until any later date required to receive such payment,]