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EXHIBIT 10-12
MCN ENERGY GROUP INC.
SUPPLEMENTAL SAVINGS PLAN
(AS AMENDED AND RESTATED EFFECTIVE AS OF JANUARY 1, 1997)
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TABLE OF CONTENTS
SECTION PAGE
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ARTICLE 1.............................................. 1
Title
ARTICLE 2.............................................. 1
Definitions
ARTICLE 3.............................................. 1
Purpose
ARTICLE 4.............................................. 2
Effective Date
ARTICLE 5.............................................. 2
Participation
Section 5.1 Eligibility to Participate......... 2
Section 5.2 Election to Participate............ 2
Section 5.3 Restriction on Change of Deferrals
Under the Plan............................. 3
ARTICLE 6.............................................. 3
Participant's Accounts
Section 6.1 Establishment of Accounts and
Subordination of Executive's Rights........ 3
Section 6.2 Credits and Debits to
Participants' Accounts..................... 4
Section 6.3 Election of Accounts............... 5
Section 6.4 Change of Election for Accounts.... 5
Section 6.5 Transfers Between Accounts......... 5
ARTICLE 7.............................................. 6
Hardship Withdrawals
ARTICLE 8.............................................. 6
Vesting and Payment of Benefits
Section 8.1 Form and Timing of Payments........ 6
Section 8.2 Change in Payment Options.......... 7
Section 8.3 Payments Subject to Golden Parachute
Provisions................................. 7
Section 8.4 Vested Portion of Participants'
Accounts................................... 7
Section 8.5 Recrediting of Forfeited Amounts... 8
Section 8.6 Transfer to an Affiliated Company.. 8
ARTICLE 9.............................................. 8
Beneficiary in the Event of Death
ARTICLE 10............................................. 9
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Administration
ARTICLE 11............................................. 9
Amendment and Termination
ARTICLE 12............................................. 10
Miscellaneous
Section 12.1 Non-Assignability................. 10
Section 12.2 No Employment Rights.............. 10
Section 12.3 Law Applicable.................... 10
Section 12.4 Legal Fees and Expenses........... 10
ARTICLE 13............................................. 10
Change in Control Provisions
Section 13.1 General........................... 10
Section 13.2 Transfer to Rabbi Trust........... 11
Section 13.3 Joint and Several Liability....... 11
Section 13.4 Dispute Procedures................ 11
Section 13.5 Definition of Change in Control... 11
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MCN ENERGY GROUP INC.
SUPPLEMENTAL SAVINGS PLAN
(AS AMENDED AND RESTATED EFFECTIVE AS OF JANUARY 1, 1997)
WHEREAS, MCN Energy Group Inc. (the "Company") has previously adopted the
MichCon Supplemental Savings Plan and the Company desires to make certain
changes in the plan.
NOW, THEREFORE, effective January 1, 1997, the MichCon Supplemental
Savings Plan is hereby amended and restated as follows:
ARTICLE 1
TITLE
The title of this Plan shall be the "MCN Energy Group Inc. Supplemental
Savings Plan" and shall be referred to in this document as the "Plan".
ARTICLE 2
DEFINITIONS
The words and phrases used in the Plan shall have the same meanings as
provided under Article 2 of the MCN Energy Group Inc. Savings and Stock
Ownership Plan (the "Qualified Plan"), as amended from time to time, unless
otherwise defined in the Plan or the context clearly requires otherwise.
ARTICLE 3
PURPOSE
The principal purpose of the Plan is to provide deferred compensation for
a select group of management or highly compensated Employees of the Company and
any other Employer that has adopted the Plan with the consent of the Company
who has been specifically designated by the
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Committee to be eligible for Plan participation (an "Executive"). Such an
employee shall remain an Executive so 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 Section 201,
301 and 401 of ERISA and, therefore, to be exempt from the provisions of Parts
2, 3, and 4 of Title I of ERISA.
ARTICLE 4
EFFECTIVE DATE
The original effective date of the Plan for the Company was May 31, 1988,
and for any other Employer shall be the date established by such Employer at
the time of adoption of the Plan.
ARTICLE 5
PARTICIPATION
Section 5.1 Eligibility to Participate. Only the following individuals
shall be eligible to participate in the Plan: (i) 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 (ii) such other
management or highly compensated Employees as shall be approved by the Chief
Executive Officer of an Employer that has adopted the Plan.
Section 5.2 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 Eligible Compensation pursuant to Section 6.2(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 which immediately precedes the year for which it applies; provided,
however, the first election by any
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Executive to participate in this Plan may be effective for Eligible
Compensation earned after the last day of the month in which the election is
received by the Committee. 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 5.3 Restriction on Change of Deferrals Under the Plan. The amount
to be deferred by an Executive for a Plan year shall be determined using the
percentage of his or her Compensation Rate in effect as of the December 31 of
the year which immediately precedes the year for which it applies. An
Executive who elects to participate in the Plan may not, after the effective
date of such election, change the percentage of his or her Compensation Rate
deferred under the Qualified Plan to affect the amount to be deferred under the
Plan, except for a change submitted prior to the first day of the calendar year
for which the change is desired, and, when the Qualified Plan is amended to
permit increased Voluntary Reductions or Salary Reductions and such change is
submitted prior to the effective date of such amendments. Any such other
change in the percentage of his or her Compensation Rate deferred under the
Qualified Plan shall be ignored for deferral purposes under the Plan.
ARTICLE 6
PARTICIPANT'S ACCOUNTS
Section 6.1 Establishment of Accounts and Subordination of Executive's
Rights. The Employer shall establish accounts for each of its Executives who
is a Participant in the Plan. Separate accounts corresponding in name to the
separate funds under the Qualified Plan shall be maintained for each
Participant. Credits under Sections 6.2(a) and (b) shall also be maintained in
separate accounts. The accounts shall be maintained as unfunded 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
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obligation of the Employer of the particular Participant. Each Executive who
is a Participant in the Plan shall be provided an annual statement of the
unfunded accounts maintained for the Participant.
Section 6.2 Credits and Debits to Participants' Accounts.
As of the end of a pay period, total credits shall be made to the 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
Section 3.1 of the Qualified Plan and (y) the allotments of such
Participant under the Qualified Plan were not limited by the
application of the following: (i) the limitation on compensation
set forth in Section 401(a)(17) of the Code; (ii) the limitation on
elective deferrals set forth in Section 402(g) of the Code; (iii)
the discrimination rules set forth in Section 401(k) or (m) of the
Code; (iv) the limitation on benefits and contributions set forth
in Section 415 of the Code; (v) any other provision of the Code or
other law that the Committee hereafter designates; or (vi) any
provision of the Qualified Plan relating to the limitations
described in (i) - (v) 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.
(c) An amount of compensation equal to the distribution of
dividends on the MCN Stock held in a Participant's Plan Account
under the Qualified Plan to the extent the Executive has not elected
or was ineligible to make Additional Allotments and the Executive
has elected to contribute such amount to the Plan.
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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 6.3
hereof. The credits under (c) of this Section shall be allocated to the MCN
Stock account in this Plan.
Each account shall be credited with an amount representing earnings or
debited with an amount representing losses on a daily basis. Earnings or
losses for a pay period shall be calculated using the daily valuation
methodology employed by the recordkeeper for each corresponding fund under the
Qualified Plan.
Section 6.3 Election of Accounts. Each Participant shall, by filing a
written election with the Committee, on a form approved by the Committee, elect
the accounts which are to be used for recording credits under Sections 6.2(a)
and (b) hereof.
A Participant may direct that credits under Sections 6.2(a) and (b) may be
made to any account corresponding in name to the funds under the Qualified Plan
that are available to accept contributions or allotments. Notwithstanding the
foregoing, a Participant must at all times maintain an aggregate balance in the
MCN Stock fund in the Qualified Plan or the MCN Stock account in this Plan or a
combination of both such plans in an amount at least equal to the sum of the
Employer contributions made pursuant to Section 4.3(a) of the Qualified Plan
after April 1, 1989, plus seventy-five percent of the credits recorded under
Section 6.2(b) of this Plan (or the corresponding Predecessor provision) after
April 1, 1989. This balance may be maintained in the Qualified Plan, this
Plan, or a combination of both such plans, at the discretion of the
Participant.
Section 6.4 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.
Section 6.5 Transfers 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.
A Participant may not transfer any amount from the MCN Stock account if
the balance remaining in such account after the transfer would be less than the
amount required to be credited to such account under Section 6.3 hereof, plus
the earnings thereon.
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ARTICLE 7
HARDSHIP WITHDRAWALS
A Participant may request, upon 20 days written notice to the Committee, a
withdrawal from his or her accounts if the withdrawal is on account of
financial hardship as defined under the Qualified Plan. A financial hardship
shall be satisfied from the MCN 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
Sections 6.2(a) and (c) hereof, or the total value of the accounts maintained
under Sections 6.2(a) and (c) hereof 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. All determinations regarding financial hardship shall
be made in accordance with written procedures established by the Committee for
hardship withdrawals from the Qualified Plan and shall be applied in a uniform
and nondiscriminatory manner. Such written procedures shall specify the
requirements for requesting and receiving withdrawals on account of financial
hardship, including the forms that must be submitted, and to whom the forms are
to be submitted. If a Participant receives a hardship withdrawal from this
Plan or from the Qualified Plan, no amounts may be credited to the
Participant's accounts under Section 6.2(a) or (b) for a period of twelve
months after receipt of the hardship withdrawal. No other withdrawals or loans
are permitted under this Plan.
ARTICLE 8
VESTING AND PAYMENT OF BENEFITS
Section 8.1 Form and Timing of Payment. On the date that a Participant
becomes entitled, pursuant to either Section 9.1 or 9.2 of the Qualified Plan
(the "Retirement Date"), to a distribution of his or her account in the
Qualified Plan, such Participant shall be entitled to receive the vested
portion of the amount credited to his or her accounts in the Plan commencing on
the first of the month following the month in which his Retirement Date occurs.
As of the first of the month following the month in which his Retirement Date
occurs, the Participant's Account shall be valued on a cash basis
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with interest credited monthly at a rate equal to the interest rate for the
latest issue, as of the end of the previous month, of ten-year U.S. Treasury
Notes, or such other rate as set by the Committee (the "Plan Interest Rate").
Payment of the vested portion of a Participant's accounts shall be made 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 in one lump
sum by the Employer maintaining the accounts. 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 8.2. Change in Payment Option. The payment option selected by
the Participant may be changed at any time by the Participant submitting a new
payment selection to the Committee, by a change shall be effective only if it
is received by the Committee at least 12 months before payments under the Plan
commence.
Section 8.3 Payments Subject to Golden Parachute Provisions.
Notwithstanding the above, if payment at the time specified in the first
sentence of this paragraph would subject the Participant to the excise tax
under Section 4999 of the Code, payment of the vested portion of a
Participant's accounts 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 incompetency of the
Participant.
Section 8.4 Vested Portion of Participants' Accounts. The vested portion
of a Participant's account shall mean: (i) the total value of the accounts of a
Participant who is entitled to a distribution pursuant to Section 9.1 of the
Qualified Plan; or (ii) with respect to a Participant who is entitled to a
distribution pursuant to Section 9.2 of the Qualified Plan, the total value of
the accounts maintained under Sections 6.2(a) and (c) hereof. Notwithstanding
the foregoing, the total value of the accounts of a Participant shall become
nonforfeitable as of the date on which the Participant attains age 65.
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Section 8.5 Recrediting of Forfeited Amounts. If a Participant entitled
to a distribution pursuant to Section 9.2 of the Qualified Plan receives the
vested portion of the amount credited to his or her accounts in the Plan,
forfeits the remainder, and is thereafter reemployed prior to incurring five
consecutive Break in Service Years, then as of the end of the month coincident
with or next following the Participant's date of reemployment, the amount of
the Participant's accounts that was forfeited upon the earlier termination of
employment shall be credited to the Participant's accounts. Interest shall not
accrue on such amount between the time it was forfeited and the time at which
it was recredited.
Section 8.6 Transfer to an Affiliated Company. Benefits for a Participant who
transfers employment from one Employer to an Affiliated Company shall be
subject to Section 9.7(c) 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.
ARTICLE 9
BENEFICIARY IN THE EVENT OF DEATH
Each Participant shall have the right to designate a beneficiary or
beneficiaries to receive any distribution to be made under Article 8 upon the
death of such Participant, or, in the case of a Participant who dies subsequent
to termination of his or her employment but prior to the 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. Each
Participant shall also have the right to designate a contingent beneficiary in
the event any of the primary beneficiaries predecease the Participant or die
prior to complete disbursement of the Participant's account.
If no beneficiary has been named by a Participant at the time of the
Participant's death, or if the beneficiary designated by the Participant has
predeceased the Participant or such designated beneficiary has died prior to
complete disbursement of the Participant's accounts and the Participant has
failed to name a contingent beneficiary, the value of the Participant's
accounts, or the undistributed portion thereof, shall be paid by the Employer
to the deceased employee's lawful successor(s) in interest in a lump sum as
soon as practicable, but in no event later than one year following the
employee's death.
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ARTICLE 10
ADMINISTRATION
The Plan shall be administered by the Committee appointed pursuant to the
provisions of Section 10.1 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 under Section 11.1 of
the Qualified Plan, the Committee shall have full power to amend or modify the
Plan in all respects.
ARTICLE 11
AMENDMENT AND TERMINATION
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. No such amendment or termination shall affect the rights of
Participants or beneficiaries to the vested portion of amounts credited to
Participants' accounts as of the date of such amendment or termination. In the
event of a termination of the Plan, all amounts credited to a Participant's
accounts shall be fully vested.
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ARTICLE 12
MISCELLANEOUS
Section 12.1 Non-Assignability. This Plan shall be subject to the same
terms and conditions as specified in Section 15.4 of the Qualified Plan, and
said Section is hereby incorporated by reference.
Section 12.2 No Employment Rights. Nothing contained in the Plan and no
action taken pursuant to the provisions of the Plan shall be construed as a
contract of employment between the Employer and an Employee, or as a right of
any Employee to be continued in the employment of the Employer, or as a
limitation of the right of the Employer to discharge any of its Employees at
any time, with or without cause, or as a limitation of the right of the
Employee to terminate employment at any time.
Section 12.3 Law Applicable. This Plan and all actions hereunder shall be
governed by and construed according to the laws of the State of Michigan.
Section 12.4 Legal Fees and Expenses. The Company shall pay all legal
fees and expenses which 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 the hardship withdrawal
provisions hereof.
ARTICLE 13
CHANGE IN CONTROL PROVISIONS
Section 13.1 General. In the event of a Change in Control, as defined in
Section 13.5, 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.
Section 13.2 Transfer to Rabbi Trust. MCN Energy Group Inc. ("MCN") 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. MCN 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.
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Section 13.3 Joint and Several Liability. Upon and at all times after a
Change in Control, the liability under the Plan of MCN and each Affiliated
Employer that has adopted the Plan shall be joint and several so that MCN 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.
Section 13.4 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 distributee who has exhausted the claims and appeals procedures
set forth in Section 10.6 of the Qualified Plan 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 distributee at the time or times provided herein.
(b) MCN 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 MCN shall not be obligated to advance to
the claimant any amounts under this Section 13.4(b) unless and
until the claimant agrees in writing to repay to MCN, immediately
upon the occurrence 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.
Section 13.5 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 MCN (the
"Outstanding MCN Common Stock") or (ii) the combined voting power
of the then outstanding voting securities of MCN entitled to vote
generally in the election of directors (the "Outstanding MCN Voting
Securities"); provided, however, that the following acquisitions shall
not constitute a Change of Control: (A) any acquisition directly from
MCN (excluding any
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acquisition by virtue of the exercise of a conversion privilege),
(B) any acquisition by MCN, (C) any acquisition by any employee benefit
plan (or related trust) sponsored or maintained by MCN or any
corporation controlled by MCN 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 13.5 are satisfied; or
(b) Individuals who, as of the date hereof, constitute the
Board of Directors of MCN (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 MCN'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 MCN 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 MCN Common Stock and Outstanding
MCN 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 MCN Common Stock and Outstanding MCN Voting
Securities, as the case may be, (ii) no Person (excluding MCN, any
employee benefit plan or related trust
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sponsored or maintained by MCN or any corporation controlled by MCN or
such corporation resulting from such reorganization, merger or
consolidation and any Person beneficially owning, immediately prior to
such reorganization, merger or consolidation, directly or indirectly,
20% or more of the Outstanding MCN Common Stock or Outstanding MCN
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 MCN of (i) a complete
liquidation or dissolution of MCN or (ii) the sale or other
disposition of all or substantially all of the assets of MCN,
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 MCN Common Stock and Outstanding MCN 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 MCN
Common Stock and Outstanding MCN Voting Securities, as the case
may be, (B) no Person (excluding MCN Corporation, any employee
benefit plan or related trust sponsored or maintained by MCN or
any corporation controlled by MCN or such corporation resulting
from such reorganization, merger or consolidation and any Person
beneficially owning, immediately prior to such sale or other
disposition, directly or indirectly, 20% or more of the
Outstanding MCN Common Stock or
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Outstanding MCN 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 MCN.
IN WITNESS WHEREOF, the undersigned officer of the Company has executed
this Plan as of this 1st day of January, 1997.
MCN ENERGY GROUP INC.
By: /s/ Alfred R. Glancy III
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Alfred R. Glancy III,
Chairman and Chief Executive Officer
Restated: January 1, 1997
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