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                                                                   EXHIBIT 10-28

                               Amendment No. 1 To
                           The Detroit Edison Company
                            Long-Term Incentive Plan

                  The Detroit Edison Company Long-Term Incentive Plan (the
"Plan") is hereby amended, pursuant to Section 14 of the Plan, in the following
respect effective as of December 31, 1998:

                  By deleting the first sentence of Section 10 of the Plan and
inserting in lieu thereof the following:

                           On the date of the 1995 annual meeting of Common
                  Stock shareholders of the Company and on the date of each
                  annual meeting of Common Stock shareholders of the Company
                  thereafter each Non-employee Director shall receive
                  automatically an Award of 300 shares of Common Stock if he or
                  she is elected at such meeting or continuing to serve
                  immediately after such meeting as a Non-employee Director. The
                  shares of Common Stock awarded pursuant to this Section 10
                  shall not be subject to any restriction under the Plan (other
                  than any that may be required pursuant to Section 16(N)).

                  IN WITNESS WHEREOF, DTE Energy Company, pursuant to
resolutions of the Special Committee on Compensation of its Board of Directors,
has caused this instrument to be executed in its name by its _________________
as of this _____ day of December, 1998.

                                                 DTE Energy Company


                                                 By ___________________________