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EXHIBIT 10.62
SECOND RESTATEMENT OF
THE DETROIT EDISON COMPANY
RETIREMENT PLAN
FOR NON-EMPLOYE DIRECTORS
The Detroit Edison Company Retirement Plan For Non-Employe Directors
(the "Plan"), established by The Detroit Edison Company (the "Company")
effective January 1, 1990, as amended and restated on February 27, 1995, is
hereby amended and restated as of June 26, 1995, by this Second Restatement.
1. PURPOSE
This Plan is to provide a retirement allowance for service as a director while
not an employe.
2. ELIGIBILITY
This Plan provides a monthly retirement allowance to each director
("participant") who has served (a) on the Board as a director for five or more
years and (b) as a non-employe director at any time on or after January 1,
1990.
3. AMOUNT AND PAYMENTS OF DISTRIBUTIONS
(a) The monthly retirement allowance will be equal to one-twelfth (1/12th)
of the annual retainer (not including Board meeting, Board committee
meeting, or Company-related meeting fees) in effect on the date of the
participant's termination of service on the Board.
(b) Payments shall be made monthly commencing with the month following
such participant's termination of service on the Board.
(c) In the event a participant receives an assessment of income taxes from
the Internal Revenue Service which treats any amounts payable under
this Plan as being includible in such participant's gross income prior
to the actual payment of such amount to such participant, the Company
shall pay an amount equal to such income taxes to such participant
within 30 days after written notice from such participant of such
assessment. The amount of the monthly retirement allowance which
would otherwise be paid following such participant's termination of
service on the Board shall be reduced, dollar for dollar, starting
with the first such payment, by the
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amount of income taxes previously advanced to the participant
hereunder, until such amount has been fully recovered by the Company.
(d) Each payment under this Plan shall be reduced by any federal, state,
or local taxes which the Company determines should be withheld from
such payment.
(e) Benefits under this Plan should be payable solely from the general
assets of the Company. Each participant in this Plan shall have a
status of a general unsecured creditor of the Company. This Plan
constitutes a promise by the Company to make benefit payments in the
future. It is intended that this Plan be unfunded for tax purposes
and that this Plan shall remain unfunded during the entire period of
its existence.
4. DURATION
The monthly retirement allowance payments will continue for a period equal to
the number of months served on the Board while not an employe, or until the
participant's death, whichever occurs first. In the event of death prior to
the conclusion of scheduled payments under this Plan, any and all liability of
the Company under this Plan is terminated. The participant's estate shall have
no rights hereunder. There is no allowance to a surviving spouse or other
beneficiary.
5. SUSPENSION OF PAYMENTS
Payment of the retirement allowance to a participant who is again elected to
the Board will be suspended. Any future allowance will be recalculated based
on the annual retainer in effect at the time of the participant's subsequent
termination of service on the Board. The duration of payments will be
determined by the cumulative number of whole months served on the Board minus
the number of retirement allowance payments received prior to re-election of
the Board.
6. NON-ALIENATION OF BENEFITS
The right of a participant to payment of a retirement allowance hereunder shall
not be anticipated, alienated, sold, assigned, transferred, pledged,
encumbered, attached, or garnished by a participant or a participant's
creditors and shall not be subject to garnishment, execution, attachment, or
similar process. Any attempted anticipation, sale, assignment, transfer,
pledge, levy, encumbrance, attachment, garnishment, or similar process shall be
null and void and without effect.
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7. ADMINISTRATION; ARBITRATION
(a) This Plan shall be administered by the Nominating Committee of the
Board of Directors (the "Nominating Committee"), who shall have full
power and authority to make each determination provided for in this
Plan, to interpret this Plan, and to establish rules, regulations, and
procedures for carrying out its purpose.
(b) The Secretary of the Company shall be responsible for recordkeeping
under this Plan and shall also be responsible for making all payments
provided for by this Plan.
(c) Notwithstanding Section 7(a) hereof, in the event of any dispute,
claim, or controversy (hereinafter referred to as a "Grievance")
between a director who is eligible to elect to receive the benefits
provided under this Plan and the Company with respect to the payment
of benefits to such director under this Plan, the computation of
benefits under this Plan, or any of the terms and conditions of this
Plan, such Grievance shall be resolved by arbitration in accordance
with this Section 7(c).
(1) Arbitration shall be the sole and exclusive remedy to
redress any Grievance.
(2) The arbitration decision shall be final and binding,
and a judgment on the arbitration award may be
entered in any court of competent jurisdiction and
enforcement may be had according to its terms.
(3) The arbitration shall be conducted by the American
Arbitration Association in accordance with the
Commercial Arbitration Rules of the American
Arbitration Association and expenses of the
arbitrators and the American Arbitration Association
shall be borne by the Company. Neither the Company
nor such director shall be entitled to attorneys'
fees, expert witness fees, or other expenses expended
in the course of such arbitration or the enforcement
of any award rendered thereunder.
(4) The place of the arbitration shall be the offices of
the American Arbitration Association in the Detroit
Metropolitan area, Michigan.
(5) The arbitrator(s) shall not have the jurisdiction or
authority to change any of the provisions of this
Plan by alteration of, addition to, or subtraction
from the terms thereof. The arbitrator(s)' sole
authority shall be to apply any terms and conditions
of this Plan. Since arbitration is the exclusive
remedy with respect to any Grievance, no director
eligible to receive benefits provided under this Plan
has the
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right to resort to any federal court, state court,
local court, or any administrative agency concerning
breaches of any terms and provisions hereunder, and
the decision of the arbitrator(s) shall be a complete
defense to any suit, action, or proceeding instituted
in any federal court, state court, local court or
administrative agency by such director or the Company
with respect to any Grievance which is arbitrable as
herein set forth.
(6) The arbitration provisions shall, with respect to any
Grievance, survive the termination of this Plan.
(d) This Plan is a non-contributory, non-qualified and unfunded plan and
represents only an unsecured general obligation of the Company.
8. AMENDMENT OR TERMINATION
The Company reserves the right to amend, modify, supplement, suspend or
terminate the Plan at any time, provided, however, that no such amendment,
modification, supplement, or termination shall affect the right of any
participant who is immediately eligible to receive an allowance hereunder to
receive benefits theretofore accrued.
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