1
EXHIBIT 10.17

MCN ENERGY GROUP INC.
NONEMPLOYEE DIRECTORS' COMPENSATION PLAN

(AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2001)

TABLE OF CONTENTS

Section Page
- ------- ----

SECTION 1. TITLE 1............................................................................1

Section 2. DEFINITIONS....................................................................... 1
2.01. "Account"................................................................... 2
2.02. "Anniversary Date".......................................................... 2
2.03. "Beneficiary"............................................................... 2
2.04. "Board of Directors"........................................................ 2
2.05. "Cash Deferral Account"...................................................... 2
2.06. "Code"...................................................................... 2
2.07. "Committee"................................................................. 2
2.08. "Company"................................................................... 2
2.09. "Covered Compensation"...................................................... 3
2.10. "Deferral".................................................................. 3
2.11. "Deferral Election Agreement"............................................... 3
2.12. "Effective Date"............................................................ 3
2.13. "Eligible Board Member"..................................................... 3
2.14. "ERISA"..................................................................... 3
2.15. "In Pay Status"............................................................. 3
2.16. "Participant"............................................................... 3
2.17. "Performance Shares"........................................................ 3
2.18. "Performance Share Deferral Account"........................................ 3
2.19. "Plan"...................................................................... 4
2.20. "Plan Interest Rate"........................................................ 4
2.21. "Plan Year"................................................................. 4
2.22. "Post-Retirement Survivor Benefit".......................................... 4
2.23. "Pre-Retirement Survivor Benefit"........................................... 4
2.24. "Prior Plan"................................................................ 4
2.25. "Retirement Date"........................................................... 4
2.26. "Retirement Income Benefit"................................................. 4
2.27. "SDBRIP Benefit"............................................................ 5
2.28. "Spouse".................................................................... 5

SECTION 3. PARTICIPATION...................................................................... 5

SECTION 4. TRANSFER OF THE SDBRIP BENEFIT..................................................... 5

SECTION 5. TRANSFER OF PRIOR PLAN BALANCES.................................................... 6
5.01. Transfer of Prior Plan Balances............................................. 6
5.02. Election to Transfer Prior Plan Balance to Performance Share
Deferral Account............................................................ 6

SECTION 6. DEFERRAL OF PERFORMANCE SHARES..................................................... 6
6.01. Award of Performance Shares................................................. 6
6.02. Establishment of Performance Share Deferral Account......................... 7
6.03. Shares Issuable Under the Plan.............................................. 7
6.04. Capital Adjustments......................................................... 7

SECTION 7. DEFERRAL OF RETAINER FEE.......................................................... 8
7.01. Election of Deferral........................................................ 8
7.02. Establishment of a Cash Deferral Account.................................... 8
7.03. Deferrals................................................................... 8
7.04. Deferrals Limited By Section 6.03........................................... 8

SECTION 8. FUNDING OF BENEFITS................................................................ 9
8.01. Unfunded Plan............................................................... 9
8.02. Interest.................................................................... 9
8.03. Dividend Equivalents........................................................ 9

SECTION 9. CLAIMS PROCEDURE................................................................... 10
9.01. Benefit Claims Procedure.................................................... 10
9.02. Appeals Procedure........................................................... 10

SECTION 10. FORM AND TIMING OF PAYMENT....................................................... 11
10.01. Normal Retirement Benefit................................................... 11
10.02. Change in Payment Option.................................................... 12
10.03. Termination Benefit......................................................... 12
10.04. Hardship Withdrawal Benefit................................................. 12

SECTION 11. PRE-RETIREMENT SURVIVOR BENEFITS.................................................. 13
11.01. Pre-Retirement Survivor Benefit............................................. 13
11.02. Proof of Insurability....................................................... 14
11.03. Exclusion for Suicide or Self-Inflicted Injury.............................. 15

SECTION 12. POST-RETIREMENT SURVIVOR BENEFITS................................................. 15

SECTION 13. VESTING OF BENEFITS............................................................... 15

SECTION 14. ADMINISTRATION OF THE PLAN....................................................... 16
14.01. Duties and Powers........................................................... 16
14.02. Benefit Statements.......................................................... 16
14.03. Deferral Election Agreement................................................. 16

SECTION 15. AMENDMENT, SUSPENSION, AND TERMINATION............................................ 16
15.01. Right to Amend or Terminate................................................. 16
15.02. Right to Suspend............................................................ 17
15.03. Non-ERISA Plan.............................................................. 17
15.04. Right to Accelerate......................................................... 17

SECTION 16. MISCELLANEOUS.................................................................... 17
16.01. Prohibition Against Alienation.............................................. 17
16.02. Savings Clause.............................................................. 18
16.03. Payment of Benefit of Incompetent........................................... 18
16.04. Spouse's Interest........................................................... 18
16.05. Successors.................................................................. 18
16.06. Compliance With Rule 16b-3.................................................. 18
16.07. Securities Law Restrictions................................................. 19
16.08. Headings.................................................................... 19
16.09. Choice of Law............................................................... 19

SECTION 17. CHANGE IN CONTROL PROVISIONS..................................................... 19
17.01. General..................................................................... 19
17.02. Transfer to Rabbi Trust..................................................... 19
17.03. Joint and Several Liability................................................. 20
17.04. Dispute Procedures.......................................................... 20
17.05. Definition of Change in Control............................................. 20

MCN ENERGY GROUP INC.
NONEMPLOYEE DIRECTORS' COMPENSATION PLAN

(as amended and restated effective January 1, 2001)

WHEREAS, MCN ENERGY GROUP INC., a Michigan corporation (hereinafter
referred to as the "Company"), previously merged the MCN Corporation Deferred
Fee Plan and the MCN Corporation Non-Officer Director Stock Award Plan into the
"MCN Energy Group Inc. Nonemployee Directors' Compensation Plan" (hereinafter
referred to as the "Plan") and desires to make certain changes to the Plan.

NOW, THEREFORE, effective January 1, 2001, the MCN Energy Group Inc.
Nonemployee Directors' Compensation Plan is hereby amended and restated as
follows:

SECTION 1
TITLE

The title of the plan shall be the "MCN Energy Group Inc. Nonemployee
Directors' Compensation Plan."

It is intended that the Plan provide benefits exclusively for
individuals who are not employees of the Company and, therefore, the Plan shall
be exempt from all provisions of the Employee Retirement Income Security Act of
1974, as amended (hereinafter referred to as "ERISA").

SECTION 2
DEFINITIONS

The following words and terms as used herein shall, unless the context
clearly requires a different meaning, have the respective meanings hereinafter
set forth. Except as otherwise expressly provided, the masculine gender includes
the feminine and the singular includes the plural.

1
6

2.01. "Account" means the record maintained by or for the Company of
each Participant's Cash Deferral Account, as defined in Section 2.05, and
Performance Share Deferral Account, as defined in Section 2.18, under the Plan.

2.02. "Anniversary Date" means any April 1 after the Effective Date, as
defined in Section 2.12.

2.03. "Beneficiary" means the person, persons or entity designated in
writing by the Participant on forms provided by the Company to receive
distribution of certain death benefits under the Plan in the event of the
Participant's death. A Participant may change the designated Beneficiary by
filing a new written designation with the Committee, as defined in Section 2.07,
and such designation shall be effective upon receipt by the Committee. The
designation of a Beneficiary other than the Participant's Spouse, as defined in
Section 2.28, must be consented to in writing by the Spouse. If a Participant
has not designated a Beneficiary, or if a designated Beneficiary is not living
at the time of a Participant's death, any death benefits payable under the Plan
shall be paid to the Participant's Spouse, if then living, and if the
Participant's Spouse is not then living, to the Participant's estate.

2.04. "Board of Directors" means the Board of Directors of the Company,
as defined in Section 2.08.

2.05. "Cash Deferral Account" means the record maintained by or for the
Company of each Participant's Deferrals, as defined in Section 2.10, (including
deferrals from the Prior Plan, as defined in Section 2.24), credited interest
and distributions under the Plan. A Participant's Deferrals shall be credited to
his Account as of the end of the month in which the Deferral is withheld from
the Participant's Covered Compensation.

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

2.07. "Committee" means the Compensation Committee of the Board of
Directors which is responsible for the administration of the Plan.

2.08. "Company" means MCN Energy Group Inc., a Michigan corporation,
its successors and assigns.

2.09. "Covered Compensation" means the annual retainer fee payable
quarterly to an Eligible Board Member, as defined in Section 2.13, in the
current Plan Year, as defined in Section 2.21.

2
7

2.10. "Deferral" means the portion of a Participant's Covered
Compensation that has been deferred in accordance with Section 701. Deferral
amounts are retained by the Company as part of its general assets.

2.11. "Deferral Election Agreement" means the benefit agreement
described in Section 14.03 relating to a Participant's commitment to defer
Covered Compensation.

2.12. "Effective Date" means March 1, 1997.

2.13. "Eligible Board Member" means a member of the Board of Directors
of the Company who is not an employee of the Company.

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

2.15 "In Pay Status" means, with respect to a benefit under the Plan,
that a Participant or Beneficiary has met all of the requirements to receive
such benefit and it is being paid or is about to be paid to such Participant or
Beneficiary.

2.16. "Participant" means an Eligible Board Member who has made a
written election to participate in the Plan in accordance with Section 3.01.

2.17 "Performance Shares" means the annual award of common stock
equivalents pursuant to Section 6.01 which shall (i) have a total value as
determined under Section 6.01, (ii) be rounded to the nearest 100, and (iii) be
credited quarterly to Eligible Board Members' Performance Share Deferral
Account, as defined in Section 2.18. Such Performance Shares will be valued at
an amount equal to the average of the high and low of the Company common stock
price on the New York Stock Exchange Composite Tape for the trading day
preceding the day on which a credit to this Plan is to be made.

2.18 "Performance Share Deferral Account" means the record maintained
by or for the Company of each Participant's (i) Deferrals (including deferrals
from the Prior Plan, as defined in Section 2.24 and the transfer of the
Participant's SDBRIP Benefit, as defined in Section 2.27, if any) which the
Participant has elected to be denominated in Company common stock equivalents
under Section 7.01, (ii) Performance Shares, (iii) credited dividend
equivalents, and (iv) distributions under the Plan. One fourth of a
Participant's annual award of Performance Shares shall be credited to his
Performance Share Deferral Account as of the beginning of each quarter in the
Plan year. Dividend equivalents shall be credited to the Participant's
Performance Share

3
8

Deferral Account in accordance with Section 8.03. As of the Valuation Date
(defined in Section 10.01), the Participant's Performance Share Deferral Account
shall be valued on a cash basis with interest credited monthly as provided in
Section 8.02.

2.19. "Plan" means the MCN Energy Group Inc. Nonemployee Directors'
Compensation Plan, as described herein and as hereafter amended.

2.20. "Plan Interest Rate" for a Plan Year, as defined in Section 2.21,
means the average of the interest rates for the latest issue, as of the end of
the previous month, of ten-year U.S. Treasury Notes, or such other interest rate
as set by the Committee.

2.21. "Plan Year" means the period beginning April 1 and ending March
31 of each year (a fiscal year).

2.22. "Post-Retirement Survivor Benefit" means the benefit payable
under Section 12.01 to the Beneficiary of a Participant who dies after the
commencement of his Retirement Income Benefit, as defined in Section 2.26.

2.23. "Pre-Retirement Survivor Benefit" means the benefit payable, as
described in Section 11.01, to the Beneficiary of a Participant who dies prior
to the commencement of his Retirement Income Benefit, as defined in Section
2.26.

2.24. "Prior Plan" means the MCN Corporation Deferred Fee Plan and the
MCN Corporation Non-Officer Director Stock Award Plan as in effect prior to the
amendment and restatement of the Plan.

2.25. "Retirement Date" means the first day of the month following the
month in which a Participant ceases to be an Eligible Board Member for any
reason, but in no event later than the first day of the month following the
first annual Board meeting after the Participant attains age seventy (70). For
purposes of Section 11.01, the term Retirement Date shall mean the first day of
the month following the first annual Board meeting after the Participant attains
age seventy (70).

2.26. "Retirement Income Benefit" means the retirement benefit
described in Section 10.01.

2.27 "SDBRIP Benefit" means the actuarial value of an Eligible Board
Member's benefit under the MCN Energy Group Inc. Supplemental Death Benefit and
Retirement Income Plan as of March 31, 1997, which shall be credited to an
Eligible Board Member's Performance Share Deferral Account as of April 1, 1997,
subject Section 6.03

4
9

2.28. "Spouse" means an individual who is legally married to a
Participant under the laws of the State in which the Participant resides, on the
day immediately preceding the Participant's date of death.

SECTION 3
PARTICIPATION

An Eligible Board Member shall become a Participant hereunder upon
execution of a Deferral Election Agreement by the Eligible Board Member and the
Committee, no later than the March 22 prior to the first day of a Plan Year, or
upon election to the Board. A properly executed Deferral Election Agreement
shall be effective on the April 1 immediately following the execution of the
Deferral Election Agreement, and shall contain the items described in this
Section and in Sections 5.02, 7.01, 10.01, 10.03, 11.01(C), and 14.03.

SECTION 4
TRANSFER OF THE SDBRIP BENEFIT

Effective March 31, 1997, the MCN Energy Group Inc. Supplemental Death
Benefit and Retirement Income Plan was amended to remove the provisions which
provide benefits to Eligible Board Members. The actuarial value of an Eligible
Board Member's SDBRIP Benefit as of March 31, 1997, shall be credited to the
Eligible Board Member's Performance Share Deferral Account, which shall be
established in accordance with Section 6.02. The transfer of such SDBRIP Benefit
shall be phased into the Performance Share Deferral Account, if necessary, to
comply with Section 6.03. Any amount subject to such a phase-in shall be
credited to the Eligible Board Member's Cash Deferral Account until such time as
it may be transferred to the Eligible Board Member's Performance Share Deferral
Account, as provided under Section 7.04.

SECTION 5
TRANSFER OF PRIOR PLAN BALANCES

5
10

5.01. Transfer of Prior Plan Balances. Effective April 1, 1997, an
Eligible Board Member's account balance in the Prior Plan, if any, shall be
credited to the Cash Deferral Account under the Plan, unless the Eligible Board
Member makes an election under Section 5.02 to have such Prior Plan balance
transferred to his Performance Share Deferral Account.

5.02 Election to Transfer Prior Plan Balance to Performance Share
Deferral Account. If an Eligible Board Member notifies the Company on or before
March 31, 1997, the Eligible Board Member shall be permitted to elect to
transfer any balance in the Prior Plan to his Performance Share Deferral
Account, established in accordance with Section 6.02. Such election shall be
made by the Eligible Board Member on a properly executed Deferral Election
Agreement. The transfer of such Prior Plan balance shall be phased in, if
necessary, to comply with Section 6.03. Any amount subject to such a phase-in
shall be credited to the Eligible Board Member's Cash Deferral Account until
such time as it may be transferred to the Eligible Board Member's Performance
Share Deferral Account, as provided under Section 7.04.

SECTION 6
DEFERRAL OF PERFORMANCE SHARES

6.01. Award of Performance Shares. Each Eligible Board Member who was
elected at the Annual Meeting of the Shareholders or whose term continued
thereafter as an Eligible Board Member at such meeting shall be awarded
Performance Shares whose value shall be calculated at the beginning of the
fiscal year and rounded to the nearest 100 shares of Company common stock. The
total value of the award shall be established by the Board of Directors. The
number of shares to be awarded annually to each Eligible Board Member shall
initially be based on a total value of $30,000 per year, and that value may be
changed by a majority vote of the Board of Directors, provided, however, that
any changes shall be made no more often than once in any 12-month period. One
fourth of the total amount of the Performance Shares shall be credited quarterly
to the Participant's Performance Share Deferral Account as of July 1, October 1,
January 1 and April 1. A Participant shall not have the option of receiving such
Performance Shares in cash or Company common stock prior to his Retirement Date.
The shares awarded pursuant to this Plan

6
11

shall be in addition to, and not in lieu of, an Eligible Board Member's annual
retainer fee or other compensation payable to each Eligible Board Member as a
result of his or her service on the Board of Directors.

6.02. Establishment of Performance Share Deferral Account. The
Committee shall establish a Performance Share Deferral Account for each
Participant to which (i) the Participant's Performance Shares shall be credited;
(ii) the Participant's SDBRIP Benefit, if any, shall be credited in accordance
with Section 4.01; and (iii) the Participant's account balance, if any, under
the Prior Plan shall be credited in accordance with Section 5.02.

6.03. Shares Issuable Under the Plan. Subject to adjustment as provided
in Section 6.04, the total number of Performance Shares which may be credited
under the Plan in each Plan Year during which the Plan is in effect shall be the
aggregate number of shares payable to the Eligible Board Members as set forth in
Section 6.01 of the Plan, not to exceed .03 percent of the total number of
outstanding shares of MCN Energy Group Inc. common stock as of the first day of
the Plan Year. Shares to be issued under the Plan may be authorized and unissued
shares or authorized and issued shares of common stock which have been
reacquired by the Company and held as treasury shares. Provided, however, that
the number of shares that may be issued under this Plan may not exceed 1% of the
number of shares issued and outstanding on March 1, 1994.

6.04. Capital Adjustments. The aggregate number and class of shares
subject to and authorized by the Plan shall be proportionately adjusted for any
increase or decrease in the number of issued shares of common stock resulting
from the payment of a stock dividend, stock split, recapitalization, merger,
consolidation, reorganization or any similar capital adjustment or other
increase or decrease in the number of outstanding shares effected without
receipt of consideration by the Company.

SECTION 7
DEFERRAL OF RETAINER FEE

7
12

7.01. Election of Deferral. A Participant may elect, in his Deferral
Election Agreement, to defer all or a portion of his cash retainer fee for each
Plan Year in which he is a Participant. Such annual Deferral shall not exceed
the Participant's Covered Compensation. Except as provided in Section 10.04(C),
a Participant's election to defer all or a portion of his cash retainer fee for
a Plan Year shall be irrevocable for that Plan Year. A Participant shall
indicate on his Deferral Election Agreement whether his Deferral will be
credited to his Cash Deferral Account or his Performance Share Deferral Account.
Except as provided in Section 7.04, once an amount has been credited to the Cash
Deferral Account or the Performance Share Account, such amounts may not
subsequently be transferred to the other account.

7.02. Establishment of a Cash Deferral Account. If a Participant so
elects on his Deferral Election Agreement, the Committee shall establish a Cash
Deferral Account for such Participant to which (i) the Participant's Deferrals
shall be credited; and (ii) the Participant's account balance, if any, under the
Prior Plan shall be credited in accordance with Section 5.01.

7.03. Deferrals. A Participant may continue to make the annual Deferral
provided under Section 7.01 with respect to his Deferral Election Agreement
until he resigns or is otherwise removed from his membership on the Board of
Directors, or he receives a hardship withdrawal.

7.04 Deferrals Limited By Section. If a Participant elects in his
Deferral Election Agreement to have his Deferral credited to his Performance
Share Deferral Account and such election is limited due to Section 6.03, the
amount of the Participant's Deferral that cannot be credited to his Performance
Share Deferral Account due to Section 6.03 ("Limited Deferral") shall be
credited to the Participant's Cash Deferral Account. The amount of the Limited
Deferral shall be denoted by a bookkeeping entry. At such time as the limits of
Section 6.03 permit, the Limited Deferral, plus interest equivalents at the Plan
Interest Rate, shall be transferred from the Participant's Cash Deferral Account
to his Performance Share Deferral Account. The amount transferred shall be
converted to a number of common stock equivalents equal to the average of the
high and low of the Company common stock price on the New York Stock Exchange
Composite Tape for the trading day preceding the day on which a credit to this
Plan is to be made.

8
13

SECTION 8
FUNDING OF BENEFITS

8.01. Unfunded Plan. The Plan shall be unfunded. All benefits payable
under the Plan shall be paid from the Company's general assets. The Company
shall not be required to set aside or hold in trust any funds for the benefit of
a Participant or Beneficiary, who shall have the status of a general unsecured
creditor with respect to the Company's obligation to make benefit payments
pursuant to the Plan. Any assets of the Company available to pay Plan benefits
shall be subject to the claims of the Company's general creditors and may be
used by the Company in its sole discretion for any purpose.

8.02. Interest. Interest shall be credited and compounded monthly to
each Participant's Cash Deferral Account during each Plan Year based upon the
Plan Interest Rate in effect for such Plan Year for so long as there remains a
Cash Deferral Account balance.

8.03 Dividend Equivalents. Dividend equivalents equal to 50% of the
dividend rate payable on Company common stock shall be credited to a
Participant's Performance Share Deferral Account based on the number of
Performance Shares in such Participant's Performance Share Deferral Account.
Dividend equivalents shall be reinvested in Performance Shares based upon the
average of the high and low of the Company common stock price on the dividend
payment date.

SECTION 9
CLAIMS PROCEDURE

9.01. Benefit Claims Procedure. All applications for benefits under the
Plan shall be submitted to the Committee at the Company's principal place of
business. Applications for benefits must be in writing and must be signed by the
Participant or, in the case of a

9
14

Pre-Retirement or Post-Retirement Survivor Benefit, by the Beneficiary or legal
representative of the deceased Participant. In the event of a Participant's
death, a certified copy of the death certificate will be required by the
Committee. The Committee reserves the right to require that the Participant
furnish proof of his age prior to processing any application. Each application
shall be acted upon and approved or disapproved within ninety (90) days
following its receipt by the Committee. In the event any application for
benefits is denied in whole or in part, the Committee shall notify the applicant
in writing of such denial and of his right to a review by the Committee and
shall set forth, in a manner calculated to be understood by the applicant,
specific reasons for such denial, specific references to pertinent Plan
provisions on which the denial is based, a description of any additional
material or information necessary for the applicant to perfect his application,
an explanation of why such material or information is necessary, and an
explanation of the Plan's review procedure.

9.02. Appeals Procedure. Any person or his duly authorized
representative whose application for benefits is denied in whole or in part may
appeal such denial to the Committee for a review of the decision by submitting
to the Committee at the Company's principal place of business within ninety (90)
days after receiving written notice from the Committee of the denial of his
claim, a written statement:

(a) requesting a review by the Committee of his application
for benefits;

(b) setting forth all of the grounds upon which his request
for review is based and any facts in support thereof;
and

The Committee shall act upon each application within sixty (60) days
after receipt of the applicant's request for review by the Committee.

The Committee shall make a full and fair review of each such
application and any written materials submitted by the applicant or the Company
in connection therewith and may require the Company or the applicant to submit
such additional facts, documents, or other evidence as the Committee in its sole
discretion deems necessary or advisable in making such a review. On the basis of
its review, the Committee shall make an independent determination of the
applicant's

10
15

eligibility for benefits under the Plan. The decision of the Committee on any
application for benefits shall be final and conclusive upon all persons.

In the event that the Committee denies an application in whole or in
part, the Committee shall give written notice of the Committee's decision to the
applicant setting forth, in a manner calculated to be understood by the
applicant, the specific reasons for such denial and specific references to the
pertinent Plan provisions on which the Committee's decision was based.

11
16

SECTION 10
FORM AND TIMING OF PAYMENT

10.01. Normal Retirement Benefit. Subject to Section 10.02, each
Participant who retires on his Retirement Date shall be entitled to a Retirement
Income Benefit commencing on the first of the month following the month in which
his Retirement Date occurs ("Valuation Date"). As of the Valuation Date, the
Participant's Account shall be valued on a cash basis, using the average of the
high and low of the Company common stock price on the New York Stock Exchange
Composite Tape on the day before valuation is made, with interest credited
monthly at the Plan Interest Rate. Notwithstanding the fact that a Participant's
Account will be valued on a cash basis as of the Valuation Date, the
distribution to a Participant of the amount in his Performance Share Deferral
Account shall be paid in Company common stock equal to the number of shares of
Company common stock deemed to be held in the Participant's Account and valued
at the average of the high and low price of MCN Energy Group Inc. common stock
on the New York Stock Exchange Composite Tape on the day before payment is made.
Distribution of a Participant's Cash Deferral Account shall be made in cash.
Payment of the vested portion of a Participant's accounts shall be made in
accordance with the Participant's selection on his Benefit Agreement in monthly
payments in one year increments not to exceed 15 years, or as a lump sum
distribution of the Participant's Account. The amount of the monthly payments
shall be calculated to pay out over the specified period the entire balance in
the Participant's Account as of his Retirement Date with interest credited
monthly on the declining balance at the Plan Interest Rate. The Participant's
Account shall continue to be credited monthly with interest at the Plan Interest
Rate and charged with the monthly payments to the Participant. The amount of the
monthly payments to the Participant shall be adjusted on January 1 of each year
to reflect changes in the Plan Interest Rate and other changes in the
Participant's Account balance.

10.02. Change in Payment Option. A Participant's payment election may
be changed at any time by the Participant submitting a new payment selection to
the Committee., However, any change received by the Committee less than twelve
months prior to the Participant's

12
17

Retirement Date shall post-pone any distribution from the Plan until a period of
twelve months has elapsed.

10.03. Termination Benefit. A Participant who ceases to be an Eligible
Board Member prior to his Retirement Date shall receive payment of the
Participant's Account balance in accordance with the Participant's selection on
his Payment Election Form, either in monthly payments in one year increments not
to exceed 15 years, or as a lump sum distribution in an amount equal to the
Participant's Account. Payment of a Participant's termination benefit shall
begin no later than one hundred twenty (120) days after the Participant ceases
to an Eligible Board Member. After receiving a termination benefit, neither the
Participant, nor his spouse or Beneficiary shall be entitled to any further
benefit hereunder.

10.04. Hardship Withdrawal Benefit.

(A) At any time prior to the commencement of Retirement Income
Benefits hereunder, a Participant may request that the Committee make a
distribution to him of his Cash Deferral Account balance in a lump-sum
within 30 days. Such distribution shall be made only if the Committee
determines that the Participant is suffering from a financial hardship
that cannot be satisfied from his normal sources of income.

(B) Financial hardship is limited to the amount required to
meet the need created by any of the following situations:

1. Financial obligations incurred by the
Participant on account of death or
disability in the immediate family, which
obligations the Participant is not able to
pay out of liquid assets or current cash
flow.

2. Inability to purchase out of liquid assets,
current cash flow, or otherwise reasonably
finance the purchase of necessary shelter,
utilities, equipment, furnishings and other
necessities for the Participant's immediate
family.

13
18

3. Inability to pay out of liquid assets,
current cash flow or otherwise reasonably
finance, educational expenses for a member
of the Participant's immediate family.

(C) For the 24-month period beginning on the first of the
month after receiving the hardship distribution, a Participant shall
not be eligible to defer any portion of the retainer fee under Section
7.01. After receiving a hardship distribution in a Plan Year, neither
the Participant, nor his Spouse or Beneficiary shall be entitled to any
further benefit hereunder unless the Participant completes two years of
participation after the hardship distribution, in which event the
Pre-Retirement Survivor Benefit shall be based solely on Deferrals
after the hardship distribution. If a Participant dies during the two
years of participation after the hardship distribution, the
Pre-Retirement Survivor Benefit shall be computed as provided in
Section 11.01, except that the projection forward shall include
hypothetical annual Deferrals equal to zero.

14
19

SECTION 11
PRE-RETIREMENT SURVIVOR BENEFITS

11.01. Pre-Retirement Survivor Benefit. If a Participant dies prior to
his Retirement Date, his Beneficiary shall be entitled to receive an amount
equal to the Participant's Account balance as follows:

(A) Cash Deferral Account. The benefit from the Cash Deferral
Account shall be equal to the present value, at the Participant's date of death,
of the Participant's Cash Deferral Account projected forward to his Retirement
Date. This projection forward will be accomplished by valuing the Participant's
Cash Deferral Account as of the date of the Participant's death, crediting to
his Cash Deferral Account balance as of his date of death the amount of his
annual Deferral, if any, for the year of his death and for all subsequent years
through and including the year in which his Retirement Date falls and crediting
interest on the Account balance and projected Deferrals at the Plan Interest
Rate on his date of death in order to arrive at the projected value of his Cash
Deferral Account balance as of his Retirement Date. This projected Cash Deferral
Account balance then will be converted to its present value on the Participant's
date of death using 70% of the Plan Interest Rate on the Participant's date of
death.

(B) Performance Share Deferral Account. The Participant's Performance
Share Deferral Account will be valued on a cash basis as of the date of the
Participant's death. Notwithstanding such cash valuation, the distribution to a
Beneficiary of the amount in the Participant's Performance Share Deferral
Account shall be paid in Company common stock equal to the number of shares of
Company common stock deemed to be held in the Participant's Account.

(C) Payment. The pre-retirement survivor benefit shall be paid, in
accordance with the Participant's selection in his Benefit Agreement, either in
equal monthly payments in one year increments not to exceed 15 years, or as a
lump sum distribution of the Participant's Account.

11.02 Proof of Insurability. If a new Participant is uninsurable, or
does not cooperate in the application for life insurance, such Participant's
Beneficiary shall not be entitled to receive a Pre-Retirement Survivor Benefit
under Section 11.01(A). The Beneficiary

15
20

of such a Participant shall receive a distribution of an amount equal to the
Participant's Account balance as of the Participant's date of death. Such
distribution shall be paid in accordance with the Participant's selection on his
Benefit Agreement, either in monthly payments in one year increments not to
exceed 15 years, or as a lump sum distribution.

If a Participant, who was insurable at the time participation in the
Plan commenced, elects to increase his Deferral, such increase shall not be
reflected in computing the Pre-Retirement Survivor Benefit under Section
11.01(A) if the Participant became uninsurable prior to electing the increased
Deferral or does not cooperate in the application for life insurance.

11.03. Exclusion for Suicide or Self-Inflicted Injury. Notwithstanding
any other provision of the Plan, no Pre-Retirement Survivor Benefits in excess
of a Participant's Account balance as of his date of death shall be paid to any
Participant or Beneficiary in the event the Participant dies as the result of
suicide or self-inflicted injury within two years after January 1 of the first
year of participation.

SECTION 12
POST-RETIREMENT SURVIVOR BENEFITS

The Beneficiary, other than the Participant's estate, of a Participant
who dies after commencement of his Retirement Income Benefit shall be entitled
to continue to receive the Retirement Income Benefit payments being made to the
Participant under Section 10.01 for the remainder of the period over which
payments were being made to the Participant. If the Beneficiary is the
Participant's estate, the Retirement Income Benefit shall be paid in a lump sum
distribution to the estate within 120 days after the date of the Participant's
death.

SECTION 13
VESTING OF BENEFITS

A Participant shall be 100% vested in his Account balance at all times
and shall rank as an unsecured creditor of the Company for his entire Account
balance.

16
21

SECTION 14
ADMINISTRATION OF THE PLAN

14.01. Duties and Powers. The Committee shall be responsible for the
general administration and interpretation of the Plan and the proper execution
of its provisions. It shall cause to be maintained all necessary books of
accounts and records. It shall have power to establish, interpret, enforce,
amend, and revoke, from time to time, such rules and regulations for the
administration of the Plan and the conduct of its business as it deems
appropriate, including the right to remedy ambiguities, inconsistencies and
omissions (provided such rules and regulations are uniformly applied to all
persons similarly situated). Any section that the Committee is required or
authorized to take shall be final and binding upon each and every person who is
or may become a Plan Participant or Beneficiary.

14.02. Benefit Statements.02. Benefit Statements. No later than
120 days after the end of each Plan Year, the Company will provide each
Participant with a statement setting forth the Participant's Account balance as
of the last day of the immediately preceding Plan Year.

14.03. Deferral Election Agreement.01. Deferral Election Agreement.
The Committee shall provide to each Eligible Board Member a form of Deferral
Election Agreement, which shall set forth the Eligible Board Member's acceptance
of the terms provided hereunder, his agreement to be bound by the terms of the
Plan and such other matters as are set forth in this Plan or deemed advisable by
the Committee.

SECTION 15
AMENDMENT, SUSPENSION, AND TERMINATION

15.01. Right to Amend or Terminate. The Plan may be amended or
terminated by the Board of Directors at any time. Such amendment or termination
may modify or eliminate any

benefit hereunder other than a benefit that is In Pay Status, or the vested
portion of a benefit that is not In Pay Status.

15.02. Right to Suspend. If the Board of Directors determines that
payments under the Plan would have a material adverse affect on the Company's
ability to carry on its business, the Board of Directors may suspend such
payments temporarily for such time as in its sole discretion it deems advisable,
but in no event for a period in excess of one year. The Company shall pay such
suspended payments in a lump sum immediately upon the expiration of the period
of suspension.

15.03. Non-ERISA Plan. The Plan is intended to provide benefits for
Eligible Board Members who are not employees of the Company and, therefore, to
be exempt from ERISA. Accordingly, the Plan may be terminated and, except for
existing Account balances and other benefits In Pay Status (which, at the option
of the Board of Directors, may be accelerated and the balance paid in a single,
actuarially equivalent lump-sum), no further benefits shall be paid hereunder in
the event it is determined by a court of competent jurisdiction or by an opinion
of counsel that the Plan constitutes an employee pension benefit plan within the
meaning of Section 3(2) of ERISA which is not so exempt.

15.04. Right to Accelerate. The Board of Directors in its sole
discretion may accelerate all vested benefits upon termination of the Plan, and
pay such benefits in a single, actuarially equivalent lump-sum.

SECTION 16
MISCELLANEOUS

16.01. Prohibition Against Alienation. Except as otherwise provided
in the Plan, no right or benefit under the Plan shall be subject in any manner
to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or
charge, and any attempt to so anticipate, alienate,

sell, transfer, assign, pledge, encumber, or charge the same shall be void. No
such right or benefit shall be liable for or subject to the debts, contracts,
liabilities, engagements, or torts of the person entitled to such right or
benefit.

16.02. Savings Clause. If any provision of this instrument shall be
finally held by a court of competent jurisdiction to be invalid or
unenforceable, the remaining provisions hereof shall continue to be fully
effective.

16.03. Payment of Benefit of Incompetent. In the event the Committee
finds that a Participant, former Participant, or Beneficiary is unable to care
for his affairs because of his minority, illness, accident, or other reason, any
benefits payable hereunder may, unless other claim has been made therefor by a
duly appointed guardian, committee or other legal representative, be paid to a
spouse, child, parent, or other blood relative or dependent or to any person
found by the Committee to have incurred expenses for the support and maintenance
of such Participant, former Participant, or Beneficiary; and any such payments
so made shall be a complete discharge of all liability therefor.

16.04. Spouse's Interest. The interest in the benefits hereunder of a
spouse of a Participant who has predeceased the Participant shall automatically
pass to the Participant and shall not be transferable by such spouse in any
manner including but not limited to such spouse's will, nor shall such interest
pass under the laws of intestate succession.

16.05. Successors. In the event of any consolidation, merger,
acquisition or reorganization of the Company, the obligations of the Company
under this Plan shall continue and be binding upon the Company and its
successors.

16.06. Compliance With Rule 16b-3. It is intended that the Plan be
applied and administered in compliance with Rule 16b-3 under the Securities and
Exchange Act of 1934. If any provision of the Plan would be in violation of Rule
16b-3 if applied as written, such provision shall not have effect as written and
shall be given effect so as to comply with Rule 16b-3, as determined by the
Board of Directors.

16.07. Securities Law Restrictions. The Company may impose such other
restrictions on any shares of Company common stock granted pursuant to this Plan
as it may deem advisable including, but not limited to, restrictions intended to
achieve compliance with the Securities Act of 1933, as amended, with the
Securities and Exchange Act of 1934, as amended, with the requirements of any
stock exchange upon which the Company common stock is then listed, and with any
Blue Sky or state securities laws applicable to such Company common stock.

16.08. Gender, Tense and Headings. Headings of sections and
subsections as used herein are inserted solely for convenience and reference and
constitute no part of the Plan.

16.09. Choice of Law. This Plan shall be governed by and construed
in accordance with the laws of the State of Michigan to the extent not
superseded by applicable federal statutes or regulations.

SECTION 17
CHANGE IN CONTROL PROVISIONS

17.01. General. In the event of a Change in Control, as defined in
Section 17.05, then, notwithstanding any other provision of the Plan, the
provisions of this Section 17 shall be applicable and shall supersede any
conflicting provisions of the Plan.

17.02. Transfer to Rabbi Trust. The Company has established a trust
pursuant to a Trust Agreement dated January 3, 1991 (the "Rabbi Trust"). The
terms of the Rabbi Trust provide that, in the event of a Change in Control and
thereafter, assets are to be transferred to such Trust to provide benefits under
the Plan. The Company shall make all transfers of funds required by the Rabbi
Trust in a timely manner and shall otherwise abide by the terms of the Rabbi
Trust.

17.03. Joint and Several Liability. Upon and at all times after a
Change in Control, the liability under the Plan of the Company and each
Affiliated Employer that has adopted the Plan shall be joint and several so that
the Company and each such Affiliated Employer shall each be liable for all
obligations under the Plan to each employee covered by the Plan, regardless of
the corporation by which such employee is employed.

17.04. Dispute Procedures. In the event that, upon or at any time
subsequent to a Change in Control, a claim for benefits under the Plan of a
Participant or Beneficiary who has exhausted the claims and appeals procedures
set forth in Sections 9.01 and 9.02 is denied in whole or in part, the following
additional procedures shall be applicable:
(a) Any amount that is not in dispute shall be paid to the
Participant or Beneficiary at the time or times provided herein.
(b) The Company shall advance to such claimant from time to
time such amounts as shall be required to reimburse the claimant for reasonable
legal fees, costs and expenses incurred by such claimant in seeking a judicial
resolution of his or her claim, including reasonable fees, costs and expenses
relating to appeals; provided, however, that the Company shall not be obligated
to advance to the claimant any amounts under this Section 17.04(b) unless and
until the claimant agrees in writing to repay to the Company, immediately upon
the occurrences of a final judicial determination with respect to such dispute,
any amount of such fees, costs and expenses that is not awarded to such claimant
in a final order of a court of competent jurisdiction.

17.05. Definition of Change in Control. A "Change of Control"
means:
(a) The acquisition by any individual, entity or group(within
the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act") (a "Person") of beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of 20% or more of either: (i) the then outstanding shares
of common stock of the Company (the "Outstanding Company Common
Stock"); or (ii) the combined voting power of the then outstanding
voting securities of the Company entitled to vote generally in the

election of directors (the "Outstanding Company Voting Securities");
provided, however, that the following acquisitions shall not constitute
a Change of Control: (A) any acquisition directly from the Company
(excluding any acquisition by virtue of the exercise of a conversion
privilege); (B) any acquisition by the Company; (C) any acquisition by
any employee benefit plan (or related trust) sponsored or maintained by
the Company or any corporation controlled by the Company; or (D) any
acquisition by any corporation pursuant to a reorganization, merger or
consolidation, if, following such reorganization, merger or
consolidation, the conditions described in clauses (i), (ii) and (iii)
of subsection (c) of this Section 17.05 are satisfied; or
(b) Individuals who, as of the date hereof, constitute the
Board (the "Incumbent Board") cease for any reason to constitute at
least a majority of the Board; provided, however, that any individual
becoming a director subsequent to the date hereof whose election, or
nomination for election by the Company's shareholders, was approved by
a vote of at least a majority of the directors then comprising the
Incumbent Board shall be considered as though such individual were a
member of the Incumbent Board, but excluding, for this purpose, any
such individual whose initial assumption of office occurs as a result
of either an actual or threatened election contest (as such terms are
used in Rule 14a-11 of Regulation 14A promulgated under the Exchange
Act) or other actual or threatened solicitation of proxies or consents
by or on behalf of a Person other than the Board; or
(c) Approval by the shareholders of the Company of a
reorganization, merger or consolidation, in each case, unless,
following such reorganization, merger or consolidation, (i) more than
60% of, respectively, the then outstanding shares of common stock of
the corporation resulting from such reorganization, merger or
consolidation and the combined voting power of the then outstanding
voting securities of such corporation entitled to vote generally in the
election of directors is then beneficially owned, directly or
indirectly, by all or substantially all of the individuals and entities
who were the beneficial owners, respectively, of the Outstanding
Company Voting Securities immediately prior to such reorganization,

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

may be, (B) no Person (excluding the Company and any employee benefit
plan (or related trust) of the Company or such corporation and any
Person beneficially owning, immediately prior to such sale or other
disposition, directly or indirectly, 20% or more of the Outstanding
Company Common Stock or Outstanding Company Voting Securities, as the
case may be) beneficially owns, directly or indirectly, 20% or more of,
respectively, the then outstanding shares of common stock of such
corporation and the combined voting power of the then outstanding
voting securities of such corporation entitled to vote generally in the
election of directors and (C) at least a majority of the members of the
board of directors of such corporation were members of the Incumbent
Board at the time of the execution of the initial agreement or action
of the Board providing for such sale or other disposition of assets of
the Company.

IN WITNESS WHEREOF, MCN ENERGY GROUP INC. has caused this Plan to be
executed as of this 1st day of January, 2001.

MCN ENERGY GROUP INC.
BY_________________________________________________
Daniel L. Schiffer, Senior Vice President,
General Counsel and Secretary

MCN ENERGY GROUP INC.
NONEMPLOYEE DIRECTORS' COMPENSATION PLAN

RETAINER FEE DEFERRAL ELECTION FORM

Director's Name___________________________ Soc. Sec. Number __________________

Effective for the first Plan Year:
[ ] In accordance with the terms of the Plan, which is hereby
incorporated by reference, I hereby accept and agree to all
the provisions of the Plan and elect to defer all or a portion
of my cash retainer fees earned beginning with the first Plan
Year as follows:

______% of my cash retainer fees are to be credited
to my Performance Share Deferral Account;
______% of my cash retainer fees are to be credited
to my Cash Deferral Account; and
______% of my cash retainer fees are to be paid to
me in cash currently.
100% Total amount of Plan Year retainer fee.
=======

[ ] I do not wish to defer any portion of my cash retainer fee.

I understand the above election shall remain in effect for future Plan
Years unless another written election is filed with the Company prior
to the first day of the Plan Year for which the change is to be
effective.

____________________________ ____________________________________
Date Director

Receipt Acknowledged by:

____________________________ ____________________________________
Date
____________________________________
Title

MCN ENERGY GROUP INC.
NONEMPLOYEE DIRECTORS' COMPENSATION PLAN

PAYMENT ELECTION FORM

Director's Name___________________________ Soc. Sec. Number __________________

A. Pre-retirement Survivor Benefits:

I elect to have my Account balance under the MCN Energy Group Inc.
Nonemployee Director's Compensation Plan paid to my Beneficiary as a
Pre-retirement Survivor Benefit as indicated below:

[ ] Lump sum payment.
[ ] Payment in annual installments over _____ years (in 1 year
increments, not to exceed 15).

B. Normal Retirement Benefits:

I elect to have my Account balance under the MCN Energy Group Inc.
Nonemployee Director's Compensation Plan paid to me as indicated below
after I retire as a director of MCN Energy Group Inc.

[ ] Lump sum payment.
[ ] Payment in annual installments over _____ years (in 1 year
increments, not to exceed 15).

Note: A Post-Retirement Survivor Benefit will continue payments which
have commenced under any of the installment payout options until the
full payment period is satisfied.

I understand that in addition to the above payment, I may be eligible
for a hardship withdrawal pursuant to Section 10.04 of the Plan.

C. Termination Benefits:

I elect to have my Account balance under the MCN Energy Group Inc.
Nonemployee Director's Compensation Plan paid to me as indicated below
after I cease to be a director of MCN Energy Group Inc.

[ ] Lump sum payment.
[ ] Payment in annual installments over _____ years (in 1 year
increments, not to exceed 15).

___________________________ _____________________________________
Date Director

Receipt Acknowledged by:
___________________________ _____________________________________
Date
_____________________________________
Title

MCN ENERGY GROUP INC.
NONEMPLOYEE DIRECTORS' COMPENSATION PLAN

BENEFICIARY DESIGNATION FORM

Director's Name ______________________________________________

Soc. Sec. Number _____________________________________________
Any amount payable under the MCN Energy Group Inc. Nonemployee Directors'
Compensation Plan that remains unpaid at my death shall be payable to the
following primary beneficiary or beneficiaries (include name and address):

________________________________________________________________________________

________________________________________________________________________________
If any of the above-named primary beneficiaries shall predecease me, or shall
survive me but dies before receiving all amounts to be paid, I designate the
following person as a contingent beneficiary to receive any such unpaid amounts
(include name and address):

________________________________________________________________________________

__________________________ _____________________________________________
Date Director
Receipt Acknowledged by:

__________________________ _____________________________________________
Date

_____________________________________________
Title

28
32

MCN ENERGY GROUP INC.
NONEMPLOYEE DIRECTORS' COMPENSATION PLAN

PRIOR PLAN ACCOUNT ELECTION FORM

PRIOR PLAN ACCOUNT TRANSFER ELECTION:

As of January 31, 1997, your Prior Plan Account balance was $________________.
Please indicate your election regarding your Prior Plan Account balance below:

[ ] I elect to transfer _____% of my Prior Plan Account balance
to my Performance Share Deferral Account under the MCN
Energy Group Inc. Nonemployee Directors' Compensation Plan
("Plan").

The portion of my Prior Plan Account Balance not transferred to my
Performance Share Deferral Account shall be transferred to my Cash
Deferral Account under the Plan and shall be credited with earnings at
the Plan Interest Rate.

__________________________ _____________________________________________
Date Director

Receipt Acknowledged by:

__________________________ _____________________________________________
Date
_____________________________________________
Title

1
33

MCN ENERGY GROUP INC. CORPORATION
NONEMPLOYEE DIRECTORS' COMPENSATION PLAN

PRIOR PLAN ACCOUNT ELECTION FORM

Director's Name___________________________ Soc. Sec. Number __________________

PRIOR PLAN ACCOUNT TRANSFER ELECTION:
As of December 31, 1996, your Prior Plan Account balance was $________________.
Please indicate your election regarding your Prior Plan Account balance below:

_____ I elect to transfer my Prior Plan Account balance to my
Performance Share Deferral Account under the MCN Energy
Group Inc. Nonemployee Directors' Compensation Plan
("Plan").

I understand that if I do not make the above election, my account
balance from the Prior Plan shall be transferred to my Cash Deferral
Account under the Plan and will be credited with earnings at the Plan
Interest Rate.

__________________________ _____________________________________________
Date Director

Receipt Acknowledged by:

__________________________ _____________________________________________
Date
_____________________________________________
Title

MCN ENERGY GROUP INC.
NONEMPLOYEE DIRECTORS' COMPENSATION PLAN
DEFERRED FEE AGREEMENT

THIS AGREEMENT is made this __________ day of__________________________
19___ , between MCN Energy Group Inc., a Michigan Corporation, (the "Company")
and___________________________ (the "Director").

WITNESSETH

WHEREAS, the Director has been elected to serve as a member of the
Board of Directors of the Company; and

WHEREAS, the Company desires to retain the services of the Director.

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

1. The Director may defer all or any portion of his or her fees
under the MCN Energy Group Inc. Nonemployee Directors' Compensation Plan (the
"Plan") subject to all the terms and conditions of the Plan. The Plan and all
its provisions are hereby incorporated by reference.

2. The Director may elect, on the form attached hereto, prior to
the beginning of the Plan Year to which the election relates, to defer receipt
of all or any portion of the fees payable to the Director; provided, however, an
election for the first year that a Director serves on the Board of Directors of
the Company may be made at any time during that year but shall be effective only
for fees earned after the election is received by the Company. An election is
irrevocable for the current fiscal year. An election shall be irrevocable for
future fiscal years unless a written revocation is filed with the Company prior
to the first day of the fiscal year for which the revocation is desired.

3. Nothing contained in this agreement and no action taken
pursuant to this agreement shall create or be construed to create a trust of any
kind or a fiduciary relationship between the Company and the Director, a
beneficiary or any other person. The obligation to make payments under this
agreement shall be and remain an unsecured, unfunded general obligation of the

Company, subject to the claims of its general creditors. No Director,
beneficiary or any other person shall at any time have a property interest in
any specific asset of the Company.

4. The right of the Director, beneficiary or any other person to
the benefits under this agreement shall not be subject to any voluntary or
involuntary alienation, assignment, pledge, transfer, or other disposition.

5. Nothing contained in this agreement shall be construed as a
contract for services between the Company and the Director, or as a right of the
Director to continue to hold office, or as a limitation of the right of the
shareholders to discharge the Director, with or without cause, or as a
limitation of the right of the Director to resign from office at any time.

6. The Company's Board of Directors may at any time amend or
terminate this agreement; provided, however, that no such amendment or
termination shall affect amounts already deferred pursuant to this agreement.

7. This agreement shall be governed by and construed according to
the laws of the State of Michigan

8. The Company shall pay all legal fees and expenses that the
Director may incur as a result of the Company contesting the validity,
enforceability, or the Director's interpretation of, or determinations under
this agreement other than an issue relating to a hardship withdrawal under the
Plan.

9. The foregoing, including the Plan incorporated herein by
reference, contains the entire agreement between the Company and the Director
relating to deferred fees.

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

Attest: MCN ENERGY GROUP INC.

________________________________ By: _______________________________________
Its: ________________________________

DIRECTOR

____________________________________________
Director

MCN ENERGY GROUP INC.
NONEMPLOYEE DIRECTORS' COMPENSATION PLAN

HISTORICAL BACKGROUND

03/24/88 MichCon Board of Directors by consent adopts MichCon Directors
Deferred Fee Plan.

01/03/89 MCN Corporation changes the name of the MichCon Directors'
Deferred Fee Plan to MCN Corporation Directors' Deferred Fee
Plan (see MichCon Minutes of Regular Meeting of Board of
Directors 01/03/89).

01/04/89 MCN Corporation adopts the Plan.

12/20/89 MCN Corporation adopted the MCN Corporation Deferred Fee Plan
(see 12/20/89 MCN Corporation Minutes of Regular Meeting of
Board of Directors, page 21).

02/24/90 MCN Corporation Minutes of Regular Meeting of Board of
Directors authorizes amendment for Change of Control language
(Section 14).

02/26/92 MCN Corporation Minutes of Regular Meeting of Board of
Directors February 26, 1992, Section 5.01 of the Corporation's
Directors' Deferred Fee Plan is amended to read as follows (p.
10):
5.01. Normal Retirement Benefit. Each Participant who
retires on his Retirement Date shall be entitled to a
Retirement Income Benefit commencing on the first of
the month following the month in which his retirement
date occurs. The Participant's Retirement Income
Benefit shall be paid, in accordance with the
Participant's selection in his Benefit Agreement,
either in equal monthly payments of 5, 10, or 15
years, or as a lump sum distribution of the
Participant's Account. A Participant's selection may
be changed at any time, but any change made less than
three years prior to a Participant's Retirement Date
shall be void. The amount of the monthly payments
shall be calculated to pay out over the specified
period the entire balance in the Participant's
Account as of his Retirement Date with interest
credited monthly on the declining balance, from the
Participant's Retirement Date until the benefit has
been distributed in full at the Plan Interest Rate.
The Participant's Account shall continue to be
credited monthly with interest at the Plan Interest
Rate and charged with monthly payments to the
Participant. the amount of the monthly payments to
the Participant shall be adjusted on January 1 of
each year to reflect changes in the Plan Interest
Rate and other changes in the Participant's Account
balance.

08/15/92 Plan restated.

03/01/97 Plan amended and restated.

01/01/01 Plan amended and restated.

Section 10.01 was to read as shown. Prior to amendment, the
section read as follows:

Each Participant who retires on his Retirement Date
shall be entitled to a Retirement Income Benefit commencing on
the first of the month following the month in which his
Retirement Date occurs ("Valuation Date"). As of the Valuation
Date, the Participant's Account shall be valued on a cash
basis, using the average of the high and low of the Company
common stock price on the New York Stock Exchange Composite
Tape on the day before valuation is made, with interest
credited monthly at the Plan Interest Rate. Notwithstanding
the fact that a Participant's Account will be valued on a cash
basis as of the Valuation Date, the distribution to a
Participant of the amount in his Performance Share Deferral
Account shall be paid in Company common stock equal to the
number of shares of Company common stock deemed to be held in
the Participant's Account and valued at the average of the
high and low price of MCN Energy Group Inc. common stock on
the New York Stock Exchange Composite Tape on the day before
payment is made. Payment of the vested portion of a
Participant's accounts shall be made in accordance with the
Participant's selection on his Benefit Agreement in monthly
payments in one year increments not to exceed 15 years, or as
a lump sum distribution of the Participant's Account. The
amount of the monthly payments shall be calculated to pay out
over the specified period the entire balance in the
Participant's Account as of his Retirement Date with interest
credited monthly on the declining balance at the Plan Interest
Rate. The Participant's Account shall continue to be credited
monthly with interest at the Plan Interest Rate and charged
with the monthly payments to the Participant. The amount of
the monthly payments to the Participant shall be adjusted on
January 1 of each year to reflect changes in the Plan Interest
Rate and other changes in the Participant's Account balance.

Section 10.02 was amended to read as shown. Prior to
amendment, the section read as follows:

A Participant's payment election may be changed at
any time by the Participant submitting a new payment selection
to the Committee, but any change received by the Committee
less than twelve months prior to the Participant's Retirement
Date shall be void.