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EXHIBIT 10.58
THE DETROIT EDISON COMPANY
PLAN FOR DEFERRING THE
PAYMENT OF DIRECTORS' FEES
AMENDED AS OF
JANUARY 23, 1995
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THE DETROIT EDISON COMPANY
PLAN FOR DEFERRING THE
PAYMENT OF DIRECTORS' FEES
SECTION I
PURPOSE
The purpose of The Detroit Edison Company Plan for Deferring the Payment of
Directors' Fees (the "Plan") is to enable each Director to defer all or a
portion of his or her fees for future services as a member of the Board of
Directors or as a member of any committee thereof.
SECTION II
ELIGIBILITY
Any Director of the Company who is not a Company employe shall be eligible to
participate in the Plan.
SECTION III
ELECTION, MODIFICATION, AND TERMINATION PROCEDURES
Any Director wishing to participate in the Plan must file with the Corporate
Secretary of the Company at 2000 Second Avenue, Detroit, MI 48226, a written
Notice of Election on the form attached as Exhibit "A" to defer payment of all
or a portion of his or her Director's fees. Such an election to participate in
the Plan must be made prior to the beginning of the month for which fees are
payable. An effective election with respect to Directors' fees that have been
deferred under the terms of this Plan and fees that have already been earned
may not be modified or revoked. An effective election with regard to fees that
have not been deferred or earned may be modified by filing a new Notice of
Election or may be terminated by filing a Notice of Termination on the form
attached as Exhibit "B". A Director who shall have terminated an effective
election may thereafter file a new election covering a subsequent period.
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SECTION IV
ESTABLISHMENT AND ADMINISTRATION OF
DEFERRED DIRECTORS' FEE ACCOUNT
The amount of any Director's fees deferred in accordance with an election shall
be credited to a deferred Director's fee account maintained by the Company.
Such account shall remain a part of the general funds of the Company, and
nothing contained in this Plan shall be deemed to create a trust or fund of any
kind or create any fiduciary relationship.
As of the last day of each month, the deferred Directors' fee account shall be
adjusted as follows:
(a) The account shall first be charged with any distributions made during the
month.
(b) The account balance shall then be credited with interest for that month.
Commencing January 1, 1995, such interest shall be computed by multiplying
the applicable portion of the account balance after the adjustment
provided for in Subsection (a) of this Section by a fraction, the
numerator of which is the 5-Year United States Treasury Bond rate, as
reported in The Wall Street Journal as of the last business day of each
month and the denominator of which is 12.
(c) Finally, the account shall be credited with the amount, if any, of
Directors' fees deferred during that month.
A separate record of deferred Director's fees and applicable interest shall be
maintained by the Company for each participant in the Plan.
SECTION V
PAYMENT OF DEFERRED DIRECTORS' FEES
Deferred fees shall be paid to a Director or, in the event of death, to his or
her designated beneficiary in accordance with the Notice of Election and
Beneficiary Designation forms that have been filed with the Corporate Secretary
of the Company. If a Director elects to receive payment of his or her deferred
fees in installments rather than in a lump sum, the payment period shall not
exceed ten years following the payment commencement date. The amount of any
installment payment shall be determined by multiplying the balance of the
Director's unpaid deferred fees and applicable interest on the date of such
installment by a fraction, the numerator of which is one and the denominator of
which is the
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number of remaining unpaid installments. Such balance shall be appropriately
reduced to reflect the installment payments made hereunder.
SECTION VI
WHEN PAYMENT OF DEFERRED DIRECTORS' FEES COMMENCES
The payment in a lump sum or installments of amounts deferred pursuant to an
election under the Plan shall commence on January 15 of the first year to which
payment has been deferred and shall be paid in accordance with the terms of
such election. If a Director shall die prior to the first year to which payment
has been deferred, such payment shall commence on January 15 of the calendar
year immediately following the year of death and shall be paid in the manner
specified in such election.
SECTION VII
DESIGNATION OF BENEFICIARY
Each Director, on becoming a participant, shall file with the Corporate
Secretary of the Company a beneficiary designation on the form attached as
Exhibit "C" form designating one or more beneficiaries to whom payments
otherwise due the participant shall be made in the event of his or her death
while serving as a Director or after leaving the Board. A beneficiary
designation will be effective only if the signed beneficiary designation form
is filed with the Corporate Secretary of the Company while the Director is
alive, and will cancel all beneficiary designations signed and filed
previously. If the primary beneficiary shall survive the Director but dies
before receiving all the amounts due hereunder, the deferred amounts remaining
unpaid at the time of death shall be paid in one lump sum to the legal
representative of the primary beneficiary's estate. If the primary beneficiary
shall predecease the Director, amounts remaining unpaid at the time of the
Director's death shall be paid in the order specified by the Director to the
contingent beneficiary(s) surviving the Director. If the contingent
beneficiary(s) dies before receiving all the amounts due hereunder, the unpaid
amount shall be paid in one lump sum to the legal representative of such
contingent beneficiary(s) estate. If the Director shall fail to designate a
beneficiary(s) as provided in this Section, or if all designated beneficiaries
shall predecease the Director, the deferred amounts remaining unpaid at the
time of such Director's death shall be paid in one lump sum to the legal
representative of the Director's estate.
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SECTION VIII
NON-ALIENABILITY AND NON-TRANSFERABILITY
Neither the Director nor any beneficiary designated by him or her shall have
any right to, directly or indirectly, alienate, assign, or encumber any amount
that is or may be payable hereunder.
SECTION IX
ADMINISTRATION OF PLAN
Full power and authority to construe, interpret, and administer the Plan shall
be vested in the Company's Board of Directors. Decisions of the Board shall
be final, conclusive, and binding upon all parties.
SECTION X
AMENDMENT OR TERMINATION OF PLAN
The Board of Directors may amend or terminate this Plan at any time. Any
amendment or termination of this Plan shall not affect the rights of
participants or beneficiaries to the amounts in the deferred Directors' fee
accounts at the time of such amendment or termination.
SECTION XI
APPLICABLE LAW
The provisions of this Plan shall be interpreted and construed in accordance
with the laws of the State of Michigan.
SECTION XII
EFFECTIVE DATE OF PLAN
This Plan shall become operative and in effect on such date as shall be fixed
by the Board of Directors of the Company.
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EXPLANATION OF THE DETROIT EDISON COMPANY
PLAN FOR DEFERRING THE PAYMENT OF DIRECTORS' FEES
AND
INSTRUCTIONS FOR ELECTING TO PARTICIPATE
Explanation of Plan
The Plan provides that each Company Director can elect to defer all or a
portion of his or her retainer and meeting fees (Directors' Fees). In order to
compensate for inflation, the Plan provides that deferred Directors' fees earn
interest at the 5-Year United States Treasury Bond rate, as reported in The
Wall Street Journal as of the last business day of each month (see Section IV
of The Detroit Edison Company Plan for Deferring the Payment of Directors' Fees
amended as of 1/23/95). Once an election has been made under the Plan to defer
all or a portion of Directors' fees, it cannot be modified or revoked with
respect to fees that have already been deferred or earned. Such an election
can, however, be modified or revoked at any time with respect to fees that have
not been deferred or earned. An election must be made to have Directors' fees
that are deferred under the Plan paid in either a lump sum or installments.
Deferred Directors' fees will remain a part of general Company funds. Under
present Federal income tax law, fees that have been deferred and interest that
has been imputed will be taxed as ordinary income in the year of payment.