Exhibit 10-44

DTE ENERGY COMPANY

SUPPLEMENTAL SAVINGS PLAN

EFFECTIVE DECEMBER 6, 2001

TABLE OF CONTENTS

PREAMBLE .......................................................................................1

SECTION 1. TITLE, PURPOSE AND EFFECTIVE DATE...............................................................1
1.1. Title........................................................................................1
1.2. Purpose......................................................................................1
1.3. Effective Date...............................................................................2

SECTION 2. DEFINITIONS.....................................................................................2

SECTION 3. ELIGIBILITY AND PARTICIPATION...................................................................2
3.1. Eligibility to Participate...................................................................2
3.2. Election to Participate......................................................................3

SECTION 4. PARTICIPANTS' ACCOUNTS..........................................................................3
4.1. Establishment of Accounts....................................................................3
4.2. Credits and Debits to Participants' Accounts.................................................3
4.3. Election of Accounts.........................................................................4
4.4. Change of Election for Accounts..............................................................4
4.5. Transfer Between Accounts....................................................................4

SECTION 5. HARDSHIP WITHDRAWALS............................................................................5

SECTION 6. PAYMENT OF BENEFITS.............................................................................5
6.1. Form and Timing of Payment...................................................................5
6.2. Change in Payment Option.....................................................................6
6.3. Revocation of Designation as Executive.......................................................6
6.4. Payments Subject to Golden Parachute Provisions..............................................6
6.5. Transfer to an Affiliated Company............................................................6

SECTION 7. SELECTION OF AND PAYMENTS TO A BENEFICIARY......................................................6
7.1. Beneficiary Designation......................................................................6
7.2. Change in Beneficiary........................................................................7
7.03. Survivor Benefit.............................................................................7

SECTION 8. ADMINISTRATION..................................................................................7

SECTION 9. ADDITIONAL PROVISIONS AFFECTING BENEFITS........................................................7

SECTION 10. AMENDMENT, SUSPENSION, AND TERMINATION.........................................................7
10.1. Right to Amend or Terminate..................................................................7
10.2. Right to Suspend.............................................................................7
10.3. Partial ERISA Exemption......................................................................7

SECTION 11. MISCELLANEOUS..................................................................................8
11.1. Unfunded Plan................................................................................8
11.2. No Right to Continued Employment.............................................................8
11.3. Prohibition Against Alienation...............................................................8
11.4. Savings Clause...............................................................................8
11.5. Payment of Benefit of Incompetent............................................................8

11.6. Spouse's Interest............................................................................9
11.7. Successors...................................................................................9
11.8. Gender, Number and Heading...................................................................9
11.9. Legal Fees and Expenses......................................................................9
11.10. Choice of Law................................................................................9
11.11. Affiliated Employees.........................................................................9
11.12. Plan Document................................................................................9

SECTION 12. ARBITRATION...................................................................................10
12.1. Arbitration Process.........................................................................10
12.2. Effect of Plan Termination..................................................................10

SECTION 13. CHANGE IN CONTROL PROVISIONS..................................................................10
13.1. General.....................................................................................11
13.2. Transfer to Rabbi Trust.....................................................................11
13.3. Lump Sum Payments...........................................................................11
13.4. Joint and Several Liability.................................................................11
13.5. Dispute Procedures..........................................................................11
13.6. Definition of Change in Control.............................................................11

DTE ENERGY COMPANY
SUPPLEMENTAL SAVINGS PLAN
Effective December 6, 2001

PREAMBLE

Effective May 22, 1989 (and as amended periodically), Detroit Edison
established The Detroit Edison Company Savings Reparation Plan and effective May
31, 1988 (and as amended periodically), MCN Energy Group established the MCN
Energy Group Supplemental Savings Plan to offer a retirement savings alternative
for those eligible Executives whose permissible contributions to the companies'
401(k) plan were limited by the Internal Revenue Code (Detroit Edison plan:
401(a)(17); MCN plan: 401(a)(17), 402(g), 415 limitation on benefits and
contributions). Effective December 6, 2001, DTE Energy Company ("DTE") hereby
terminates The Detroit Edison Company Savings Reparation Plan and effective
January 1, 2002 hereby terminates the MCN Energy Group Supplemental Savings Plan
and replaces them with the DTE Energy Company Supplemental Savings Plan (the
"Plan"), as described herein. Effective December 6, 2001, all benefits under The
Detroit Edison Company Savings Reparation Plan and effective January 1, 2002 all
benefits under the MCN Energy Group Supplemental Savings Plan are transferred to
the Plan. Benefits under the Plan are available to eligible Executives and key
management employees of DTE Energy Company and its Affiliated Companies. DTE
Energy Company has established this Plan to benefit Executives of DTE Energy
Company and its Affiliated Companies in a manner that will be in the best
interest of DTE Energy Company and its shareholders.

SECTION 1.
TITLE, PURPOSE AND EFFECTIVE DATE

1.1. Title. The title of this Plan shall be the "DTE Energy Company
Supplemental Savings Plan" and shall be referred to in this document as the
"Plan."

1.2. Purpose. The purpose of the Plan is to promote the success of DTE
Energy Company (hereinafter referred to as "DTE") by:

(a) providing selected Executives with the ability to defer
compensation on a pre-tax basis to permit supplemental retirement savings; and

(b) providing a mechanism for selected Executives to receive
benefits that they otherwise would have received under the Qualified Plan but
for Internal Revenue Code ("Code") Sections 401(a)17, 402(g), 415 or any other
provision of the Code or other law that the Committee hereafter designates.

The principal purpose of the Plan is to provide deferred
compensation for a select group of management or highly compensated Employees of
DTE and any other employer that has adopted the Plan with the consent of DTE (a
"Participating Employer"), and who has been

specifically designated by the Chief Executive Officer of a Participating
Employer to be eligible for Plan participation (an "Executive"). Such an
employee shall remain an Executive as long as this designation is not revoked by
the Committee.

It is intended that this Plan provide benefits for "a select group
of management or highly compensated employees" within the meaning of sections
201, 301 and 401 of the Employee Retirement Income Security Act of 1974, as
amended (hereinafter referred to as "ERISA") and, therefore, to be exempt from
the provisions of Parts 2, 3 and 4 of Title I of ERISA.

1.3. Effective Date. The Plan shall be effective December 6, 2001.

SECTION 2.
DEFINITIONS

The words and phrases used in the Plan shall have the same meanings as
provided under the DTE Energy Company Savings and Stock Ownership Plan (the
"Qualified Plan"), effective January 1, 2002 and as amended from time to time,
unless otherwise defined in the Plan or the context clearly requires otherwise.

SECTION 3.
ELIGIBILITY AND PARTICIPATION

3.1. Eligibility to Participate. Only the following individuals shall
be eligible to participate in the Plan: (a) any Executive whose contributions
under the Qualified Plan are limited because of the limitation on compensation
under Section 401(a)17 of the Code, the limitation on elective deferrals under
Section 402(g) of the Code, the limitation on benefits and contributions under
Section 415 of the Code, or any other provision of the Code or other law that
the Committee hereafter designates; and (b) such other management or highly
compensated Employees as shall be approved by the Chief Executive Officer of an
Employer that has adopted the Plan.

(a) Effective Date for Participation. Each employee of the Company
and Participating Affiliated Companies who is employed at the level of Director
or above (or equivalent) and who is designated as an Executive shall be eligible
to participate in the Plan effective as of the later of (i) the date determined
by the Vice President, Human Resources, or (ii) the date on which the employee
is formally notified of his or her eligibility to participate.

(b) Determination of Executive Status. The Vice President, Human
Resources shall designate employees as Executives. The Vice President, Human
Resources may revoke such designation prior to any Plan Year with respect to the
Executive's ability to defer future compensation payable by the Company or
Participating Affiliated Company; provided, however, that no such revocation
shall adversely affect any amounts previously deferred by such Executive under
the Plan. Employees who were employed at the level of Director at MCN Energy
Group Inc. or one of its subsidiaries prior to June 1, 2001, but were not
appointed to a level of Director

or above in the Leader Staffing and Selection process during the second quarter
of 2001, shall be considered Executives for the 2002 Plan year only; unless or
until they are otherwise designated as Executives.

(d) Mid-Year Participation. To the extent an employee is
designated as an Executive, and formally notified of his or her eligibility to
participate in the Plan during a Plan Year, the Executive may elect to
participate any time thereafter.

3.2. Election to Participate. An executive who is eligible to
participate may become a participant in the Plan (a "Participant") by filing a
written election with the Committee on a form approved by the Committee. The
Executive's election shall authorize the Employer to defer the amount of such
Executive's Compensation pursuant to Sections 4.2(a) and (c) hereof and shall
evidence the Executive's acceptance of and agreement to all the provisions of
the Plan.

The Executive's election must be made no later than December 31 of the year that
immediately precedes the year for which it applies. However, the first election
by any Executive to participate in this Plan shall be effective for any
Compensation earned after the election is received by the Committee and after
contributions to the Qualified Plan are limited in accordance with Section 3. 1
above. An election shall be irrevocable for the current calendar year. An
election shall be irrevocable for future calendar years unless a written
revocation is filed with the Committee prior to the first day of the calendar
year for which the revocation is desired.

SECTION 4.
PARTICIPANTS' ACCOUNTS

4.1. Establishment of Accounts. The Employer shall establish accounts
for each of its Executives who is a Participant in the Plan. Effective January
1, 2002, all benefits under The Detroit Edison Company Savings Reparation Plan
and the MCN Energy Group Supplemental Savings Plan are transferred to this Plan.
Separate hypothetical bookkeeping accounts corresponding in name to the separate
funds under the Qualified Plan shall be maintained for each Participant. Credits
under Sections 4.2(a) and (c) hereof shall also be maintained in separate
accounts. The hypothetical bookkeeping accounts shall be maintained as unfunded
general bookkeeping accounts and all amounts represented by the accounts shall
remain a part of the general funds of the Employer of such Participant, subject
to the claims of its general creditors. Nothing in the Plan and no action taken
pursuant to the provisions of the Plan shall be deemed to create a trust or fund
of any kind or to create any fiduciary relationship. The obligation to make
payments under this Plan shall be and remain an unsecured, unfunded general
obligation of the Employer of the particular Participant. Each Executive who is
a Participant in the Plan shall be provided a quarterly statement of the
unfunded accounts maintained for the Participant.

4.2. Credits and Debits to Participants' Accounts. As of the end of a
pay period, total credits shall be made to the hypothetical bookkeeping accounts
maintained for a Participant as set forth below:

(a) An amount equal to the difference between (1) and (2)
below:

(1) the amount that such Participant would
have contributed to the Qualified Plan for such pay
period, assuming (x) the Participant satisfied the
eligibility requirements set forth in the Qualified
Plan and (y) the allotments of such Participant under
the Qualified Plan were not limited by the
application of any restriction set forth in Section
3.1(a) above, or any provision of the Qualified Plan
relating to the limitations described in Section
5.1(a) above;

(2) the amount that such Participant
actually contributed to the Qualified Plan for such
pay period.

(b) An amount equal to the difference between (1) and (2)
below:

(1) the amount that the Employer of such
Participant would have contributed to the Qualified
Plan on behalf of such Participant for such pay
period if the Participant had contributed the amount
set forth in (a)(1) above to the Qualified Plan
during such pay period;

(2) the amount that the Employer actually
contributed to the Qualified Plan on behalf of such
participant for such pay period.

The total credits under (a) and (b) of this Section shall be allocated to the
specific accounts elected by the Participant as provided under Section 4.3
hereof. Each hypothetical bookkeeping account shall be credited with an amount
representing earnings or debited with an amount representing losses on a daily
basis. Earnings or losses shall be calculated using the daily valuation
methodology employed by the recordkeeper for each corresponding fund under the
Qualified Plan.

4.3. Election of Accounts. Subject to the sole discretion of the
Committee, each Participant shall, by filing an election with the Committee in a
form approved by the Committee, elect the accounts which are to be used for
recording credits under Sections 4.2(a) and (b) hereof.

A Participant may direct that credits under Sections 6.2(a) and (b) be made to
any account corresponding in name to the funds under the Qualified Plan that are
available to accept contributions or allotments, provided, however, that the
Committee may change available investment funds or override a Participant's
investment selection at any time.

4.4. Change of Election for Accounts. Any election of accounts given
by a Participant under the preceding Section shall be deemed to be a continuing
election until changed by the Participant. A Participant may change any such
election as of any normal business day of any month by giving prior notice of
such change to the Plan recordkeeper in the form prescribed by the Committee.

4.5. Transfer Between Accounts. Transfers between accounts shall be
effected on any normal business day of any month upon directions to the Plan
recordkeeper in the form prescribed by the Committee.

SECTION 5.
HARDSHIP WITHDRAWALS

A Participant may request, upon written notice to the Committee, a
withdrawal from his or her accounts, if the withdrawal is on account of
financial hardship as defined in the Qualified Plan. A financial hardship shall
first be satisfied from the DTE Energy Company Executive Deferred Compensation
Plan to the extent possible; then from the Plan; and finally from the Qualified
Plan. The amount of such withdrawal shall be limited to the amounts deferred
under Section 4.2(a) hereof and any corresponding amounts transferred from The
Detroit Edison Company Savings Reparation Plan and the MCN Energy Group
Supplemental Savings Plan, or the total value of the aggregate accounts
maintained under Section 4.2(a) hereof and any corresponding amounts transferred
from The Detroit Edison Company Savings Reparation Plan and the MCN Energy Group
Supplemental Savings Plan as of the end of the prior month, whichever is
smaller.

The determination of the existence of financial hardship and the amount required
to be distributed to meet the need created by the hardship shall be made by the
Committee. No other withdrawals or loans are permitted under this Plan.

SECTION 6.
PAYMENT OF BENEFITS

6.1. Form and Timing of Payment. On the date that a Participant becomes
entitled to a distribution of his or her account in the Qualified Plan (the
"Termination Date"), such Participant shall be entitled to receive the amount
credited to his or her accounts in the Plan. All amounts under this Plan are
100% vested, subject to adjustment for hypothetical earnings and losses. All
distributions shall be paid out at in cash as of March 1 of the year following
the year in which Participant's Termination Date occurs.

Payment of a Participant's accounts shall be made in accordance with the
Participant's selection on his or her Deferral Election Form either in annual
payments over a period not less than one year and not more than 15 years, or in
one lump sum by the Participating Employer maintaining the accounts. If no
payment election has been made, the Participant's account shall be paid in one
lump sum. In addition, if a Participant's account is less than or equal to
$10,000 as of his or her Termination Date, the Participant's account shall be
paid in one lump sum.

The amount of the annual payments shall be calculated to be paid out
over the specified period, based on the entire balance in the Participant's
hypothetical bookkeeping account as of his or her Termination Date. Earnings and
losses based on the hypothetical bookkeeping account investments shall be
credited to the Participant's hypothetical bookkeeping account through December
31 of each Plan Year in which the Participant has a balance in such

hypothetical bookkeeping account. The distribution to a Participant shall be
paid in cash. The initial distribution shall be determined by dividing the value
of the Participant's account determined as of December 31 of the Plan Year in
which the Participant's employment terminated, by the number of installment
payments to be made. The amount distributed to the Participant thereafter shall
be recalculated each year to reflect changes in the hypothetical bookkeeping
account balance through December 31 of such subsequent calendar year and the
remaining number of installment payments to be made.

6.2. Change In Payment Option. The payment option selected by the
Participant may be changed at any time while her or she is actively employed by
the Company or a Participating Employer by the Participant submitting a new
payment selection to the Committee.

6.3. Revocation of Designation as Executive. Except as provided in
Section 3.1(b) hereof, a Participant whose designation as an Executive is
revoked prior to the Participant's retirement, death, termination or disability
shall not be permitted to make deferrals under the Plan subsequent to the date
of such revocation.

6.4. Payments Subject to Golden Parachute Provisions. Notwithstanding
the above, if payment at the time specified in the first sentence of this
Section would subject the Participant to the excise tax under Section 4999 of
the Code, at the discretion of the applicable Employer, payment of the
Participant's account shall be deferred until the earlier of (a) the date that
would have been the Participant's Normal Retirement Date, Early Retirement Date
or Disability Retirement Date, (b) death of the Participant, or (c) total and
permanent disability or legally established mental incompetence of the
Participant.

6.5. Transfer to an Affiliated Company. Benefits for a Participant who
transfers employment from one Employer to an Affiliated Company shall be subject
to the provisions of the Qualified Plan. Such a transfer of employment shall
cause a transfer of the accounts maintained by an Employer for a Participant, if
the new Employer has adopted the Plan and the former Employer transfers cash to
the new Employer equal to the amount of the accounts transferred. In all other
events, a transfer of employment shall not cause a transfer of the accounts
maintained by an Employer for a Participant.

SECTION 7.
SELECTION OF AND PAYMENTS TO A BENEFICIARY

7.1. Beneficiary Designation. A Participant shall designate, on a form
provided by the Committee, a beneficiary or beneficiaries to receive any
distribution to made under Section 6 hereof upon the death of the such
Participant, or, in the case of a Participant who dies subsequent to termination
of his or her employment put prior to distribution of the entire amount to which
the Participant is entitled under the Plan, any undistributed balance to which
such Participant would have been entitled. If a Participant has not designated a
beneficiary, or if a designated beneficiary is not living or in existence 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.

7.2. Change in Beneficiary. A Participant may change the designated
beneficiary from time to time by filing a new written designation with the
Committee. Such designation shall be effective upon receipt by the Committee.

7.3. Survivor Benefit. If a Participant dies with an account balance
under this Plan, his or her beneficiary shall be entitled to receive a
distribution of the Participant's account. The distribution shall be paid in a
lump sum within ninety (90) days following the Participant's death.

SECTION 8.
ADMINISTRATION

The Plan shall be administered by the Committee appointed pursuant to
the provisions of the Qualified Plan. The Committee shall have the same powers
and duties, and shall be subject to the same limitations, as are described in
the Qualified Plan. However, unlike the limitation on the Committee's power to
amend or modify the Qualified Plan, the Committee shall have full power to amend
or modify the Plan in all respects.

SECTION 9.
ADDITIONAL PROVISIONS AFFECTING BENEFITS

Deferrals hereunder shall be subject to applicable FICA withholding
laws. Benefit payments hereunder shall be subject to applicable federal, state
and local tax withholding laws.

SECTION 10.
AMENDMENT, SUSPENSION, AND TERMINATION

10.1. Right to Amend or Terminate. The Company may amend or terminate
the Plan at any time and for any reason. The power to amend or modify the Plan
shall rest solely with the Committee. Such amendment, modification or
termination may modify or eliminate any benefit hereunder except that such
amendment, modification or termination shall not affect the rights of
Participants or beneficiaries to the Participant's account as of the date of
such amendment or termination.

10.2. 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.

10.3. Partial ERISA Exemption. The Plan is intended to provide benefits
for "a select group of management or highly compensated employees" within the
meaning of sections 201, 301 and 401 of ERISA, and therefore to be exempt from
sections 2, 3 and 4 of Title I of ERISA. Accordingly, the Plan shall terminate
and existing Account balances shall be paid in a single

lump-sum and 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.

SECTION 11.
MISCELLANEOUS

11.1. Unfunded Plan. The Plan shall be unfunded within the meaning of
sections 201(2), 301(a)(3) and 401(a)(1) ERISA. 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, each of whom 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.

11.2. No Right to Continued Employment. Nothing in the Plan shall
create or be construed as a contract between the Company or an Affiliated
Company and employees for any matter including giving any person employed by the
Company or an Affiliated Company the right to be retained in the Company's or an
Affiliated Company's employ. The Company and each Affiliated Company expressly
reserve the right to dismiss any person at any time, with or without cause,
without liability for the effect that such dismissal might have upon him as a
Participant in the Plan or for any other purpose.

11.3. 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.

11.4. Savings Clause. If any provision of this Plan is held by a court
of competent jurisdiction to be invalid or unenforceable, such invalidity or
unenforceability shall not affect any other provision and the remaining
provisions hereof shall continue to be construed and enforced as if the invalid
or unenforceable provision had not been included.

11.5. 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 therefore 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 therefore.

11.6. Spouse's Interest. The interest in the benefits hereunder of a
Spouse 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.

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

11.8. Gender, Number and Heading. Whenever any words are used herein in
the masculine gender, they shall be construed as though they were also used in
the feminine gender in all cases where they would so apply. Whenever any words
used herein are in the singular form, they shall be construed as though they
were also used in the plural form in all cases where they would so apply.
Headings of sections and subsections as used herein are inserted solely for
convenience and reference and constitute no part of the Plan.

11.9. Legal Fees and Expenses. The Company shall pay all reasonable
legal fees and expenses that a Participant may incur as a result of the Company
contesting the validity, enforceability, or the Participant's interpretation of,
or determinations under this Plan, other than hardship withdrawals under Section
5 and tax withholding under Section 9.

11.10. Choice of Law. This Plan shall be governed by and construed in
accordance with the laws of the State of Michigan, other than its choice-of-law
rules, to the extent not superseded by applicable federal statues or
regulations.

11.11. Affiliated Employees. Transfers of employment between Affiliated
Companies and the Company or other Affiliated Companies will be treated as
continuous and uninterrupted service under the Plan.

11.12. Plan Document. This Plan document provides the final and
exclusive statement of the terms of the Plan. Unless otherwise authorized by the
Board or its delegate, no amendment or modification to this Plan shall be
effective until reduced to writing and adopted pursuant to Section 8. This
document legally governs the operation of the Plan, and any claim of right or
entitlement under the Plan shall be determined solely in accordance with its
provisions. To the extent that there are any inconsistencies between the terms
of any related materials and the terms of this document, the terms of this
document shall control and govern the operation of the Plan. No other evidence,
whether written or oral, shall be taken into account in determining the right of
an Executive, a Participant, or beneficiary, as applicable, to any benefit of
any type provided under the Plan.

SECTION 12.
ARBITRATION

12.1 Arbitration Process. Notwithstanding Section 8 hereof, in the
event of any dispute, claim, or controversy (hereinafter referred to as a
"Grievance") between an Executive (or beneficiary) who is eligible to elect to
receive the benefits provided under this Plan and the Company with respect to
the payment of benefits to such Executive under this Plan, the computation of
benefits under this Plan, or any of the terms and conditions of this Plan, such
Grievance shall be resolved by arbitration in accordance with this Section 12.

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

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

(c) The arbitration shall be conducted by the American Arbitration
Association in accordance with the Commercial Arbitration Rules of the American
Arbitration Association and reasonable expenses of the arbitrators and the
American Arbitration Association shall be borne by the Company.

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

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

12.2 Effect of Plan Termination. The arbitration provisions shall, with
respect to any Grievance, survive the termination of this Plan.

SECTION 13.
CHANGE IN CONTROL PROVISIONS

13.1. General. In the event of a Change in Control, as defined in
Section 13.6, then, notwithstanding any other provision of the Plan, the
provisions of this Section 13 shall be applicable and shall supersede any
conflicting provisions of the Plan.

13.2. Transfer to Rabbi Trust The Company shall establish a trust (the
"Rabbi Trust") that is intended to be an unfunded arrangement which shall not
affect the status of the Plan as an unfunded arrangement for purposes of Title I
of ERISA. The terms of the Rabbi Trust shall provide that, within seven (7) days
of a Change in Control, assets shall be transferred to the Rabbi Trust in (i) an
amount equal to each Participant's hypothetical account balance as of the date
of the Change in Control, plus (ii) an amount deemed necessary to pay estimated
Rabbi Trust administrative expenses for the following five (5) years, as
determined by the Company's Accountants. Assets transferred in accordance with
the preceding sentence shall be in cash. The Company and/or an Affiliated
Company shall make all transfers of assets required by the Rabbi Trust in a
timely manner and shall otherwise abide by the terms of the Rabbi Trust.

13.3. Lump Sum Payments. In connection with a Change in Control or
consummation of a transaction constituting a Change in Control, the Chairman of
DTE Energy Company shall have the absolute discretion to direct that a lump sum
payment be made to a Participant up to the total value of such Participant's
accounts if such payment will reduce the amount of any potential excise tax
imposed by Code section 4999.

13.4. 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.

13.5. Dispute Procedures. In the event that, upon or at any time
subsequent to a Change in Control, a disputed claim for benefits under the Plan
is brought by a Participant or beneficiary, 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 Participating Employer 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
resolution of his or her claim, including reasonable fees, costs and expenses
relating to arbitration.

13.6. Definition of Change in Control. "Change in Control" means the
occurrence of any one of the following events:

(a) individuals who, on January 1, 2002, constitute the Board (the
"Incumbent Directors") cease for any reason to constitute at least a majority of
the Board, provided that any person becoming a director subsequent to January 1,
2002, whose election or nomination for election was approved by a vote of at
least two-thirds of the Incumbent Directors then on the Board (either by a
specific vote or by approval of the proxy statement of the Company in which such
person is named as a nominee for director, without written objection to such
nomination) shall be an Incumbent Director; provided, however, that no
individual initially elected or

nominated as a director of the Company as a result of an actual or threatened
election contest with respect to directors or as a result of any other actual or
threatened solicitation of proxies [or consents] by or on behalf of any person
other than the Board shall be deemed to be an Incumbent Director;

(b) any "person" (as such term is defined in Section 3(a)(9) of
the Securities Exchange Act of 1934 (the "Exchange Act") and as used in Sections
13(d)(3) and 14(d)(2) of the Exchange Act) is or becomes a "beneficial owner"
(as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing 20% or more of the combined voting power
of the Company's then outstanding securities eligible to vote for the election
of the Board (the "Company Voting Securities"); provided, however, that the
event described in this paragraph (b) shall not be deemed to be a Change in
Control by virtue of any of the following acquisitions: (A) by the Company or
any Subsidiary, (B) by any employee benefit plan (or related trust) sponsored or
maintained by the Company or any Subsidiary, (C) by any underwriter temporarily
holding securities pursuant to an offering of such securities, (D) pursuant to a
Non-Qualifying Transaction (as defined in paragraph (c)), or (E) a transaction
(other than one described in (c) below) in which Company Voting Securities are
acquired from the Company, if a majority of the Incumbent Directors approve a
resolution providing expressly that the acquisition pursuant to this clause (E)
does not constitute a Change in Control under this paragraph (b);

(c) the consummation of a merger, consolidation, statutory share
exchange or similar form of corporate transaction involving the Company or any
of its Subsidiaries (a "Business Combination") or sale or other disposition of
all or substantially all of the Company's assets to an entity that is not an
affiliate of the Company (a "Sale"), unless immediately following such Business
Combination or Sale: (A) more than 50% of the total voting power of (x) the
corporation resulting from such Business Combination (the "Surviving
Corporation"), or (y) if applicable, the ultimate parent corporation that
directly or indirectly has beneficial ownership of 100% of the voting securities
eligible to elect directors of the Surviving Corporation (the "Parent
Corporation"), is represented by Company Voting Securities that were outstanding
immediately prior to such Business Combination (or, if applicable, is
represented by shares into which such Company Voting Securities were converted
pursuant to such Business Combination), and such voting power among the holders
thereof is in substantially the same proportion as the voting power of such
Company Voting Securities among the holders thereof immediately prior to the
Business Combination, (B) no person (other than any employee benefit plan (or
related trust) sponsored or maintained by the Surviving Corporation or the
Parent Corporation), is or becomes the beneficial owner, directly or indirectly,
of 20% or more of the total voting power of the outstanding voting securities
eligible to elect directors of the Parent Corporation (or, if there is no Parent
Corporation, the Surviving Corporation) and (C) at least a majority of the
members of the board of directors of the Parent Corporation (or, if there is no
Parent Corporation, the Surviving Corporation) following the consummation of the
Business Combination were Incumbent Directors at the time of the Board's
approval of the execution of the initial agreement providing for such Business
Combination (any Business Combination which satisfies all of the criteria
specified in (A), (B) and (C) above shall be deemed to be a "Non-Qualifying
Transaction"); or

(d) the stockholders of the Company approve a plan of complete
liquidation or dissolution of the Company.

Notwithstanding the foregoing, a Change in Control of the Company shall
not be deemed to occur solely because any person acquires beneficial ownership
of more than 20% of the Company Voting Securities as a result of the acquisition
of Company Voting Securities by the Company which reduces the number of Company
Voting Securities outstanding; provided, that if after such acquisition by the
Company such person becomes the beneficial owner of additional Company Voting
Securities that increases the percentage of outstanding Company Voting
Securities beneficially owned by such person, a Change in Control of the Company
shall then occur.

IN WITNESS WHEREOF, DTE Energy Company has caused this Plan to be
executed as of this 1st day of December 2001.

DTE Energy Company

By:
------------------------------------
Larry E. Steward
Vice President, Human Resources