MCN CORPORATION
SUPPLEMENTAL DEATH BENEFIT AND
RETIREMENT INCOME PLAN
THIS PLAN, executed as of this 4th day of January, 1989, shall provide each
director and employee designated by the Board of Directors of the Company with
the benefits specified for a Director or employee under the MichCon Supplemental
Death Benefit and Retirement Income Plan ("MichCon Plan") as in effect as of
January 4, 1989, and as amended from time to time, subject to all the terms and
conditions as specified in the Plan. The MichCon Plan and all its provisions are
attached hereto and hereby incorporated by reference. The benefits under this
Plan are in lieu of those otherwise payable by MichCon.
IN WITNESS WHEREOF, the undersigned officer of the Corporation has executed
this Plan on behalf of the Corporation as of January 1, 1990.
MCN CORPORATION
By: /s/ Daniel L. Schiffer
------------------------
Daniel L. Schiffer
Its: Secretary
--------------------------------
MICHCON
SUPPLEMENTAL DEATH BENEFIT AND
RETIREMENT INCOME PLAN
(as amended and restated effective October 28, 1993)
TABLE OF CONTENTS
Section PAGE
- ------- ----
ARTICLE 1.................................................................. 1
Title
ARTICLE 2.................................................................. 1
Definitions
ARTICLE 3.................................................................. 6
Purpose
ARTICLE 4.................................................................. 6
Effective Date
ARTICLE 5.................................................................. 6
Participation
ARTICLE 6.................................................................. 7
Benefits
ARTICLE 7.................................................................. 10
Conditions for Benefits
ARTICLE 8.................................................................. 13
Unfunded Plan
ARTICLE 9.................................................................. 13
Assignment
ARTICLE 10................................................................. 13
Administration
ARTICLE 11................................................................. 14
Amendment, Suspension or Termination
ARTICLE 12................................................................. 15
Legal Fees and Expenses
ARTICLE 13................................................................. 16
No Employment Rights and Not a Contract to Continue in Office
MICHCON
SUPPLEMENTAL DEATH BENEFIT AND
RETIREMENT INCOME PLAN
(as amended effective January 1, 1990)
ARTICLE 1
TITLE
The title of this plan shall be the "MichCon Supplemental Death Benefit and
Retirement Income Plan."
ARTICLE 2
DEFINITIONS
The following words and phrases used herein shall have the following
respective meanings unless the context clearly requires otherwise:
(1) Board: The Board of Directors of MCN Corporation.
(2) Cause: Cause shall mean repeated material breaches of an Employee's
duties of employment which are not cured after receipt by the Employee
of written notice specifying such breaches or the Employee's conviction
of a felony involving moral turpitude.
(3) Change of Control: Change of Control shall mean:
(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 Corporation (the
"Outstanding MCN Common Stock") or (ii) the combined voting power
of the then outstanding voting securities of MCN
1
Corporation 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: (i) any acquisition directly from MCN Corporation
(excluding an acquisition by virtue of the exercise of a conversion
privilege), (ii) any acquisition by MCN Corporation, (iii) any
acquisition by any employee benefit plan (or related trust)
sponsored or maintained by MCN Corporation or any corporation
controlled by MCN Corporation or (iv) 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 2 are satisfied; or
(b) Individuals who, as of the date hereof, constitute the Board of
Directors of MCN Corporation (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
Corporation'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 Corporation 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
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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 is 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 Corporation, any employee benefit plan or
related trust sponsored or maintained by MCN Corporation or any
corporation controlled by MCN Corporation 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 Corporation of (i) a complete
liquidation or dissolution of MCN Corporation or (ii) the sale or
other
3
disposition of all or substantially all of the assets of MCN
Corporation, 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 Corporation or
any corporation controlled by MCN Corporation, 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% of 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 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 Corporation.
(4) Committee: The Compensation Committee of the Board.
4
(5) Company: Michigan Consolidated Gas Company.
(6) Dependent Child: A natural born or legally adopted child, stepchild or
foster child of an Employee, including children conceived at the date of
death, which child is unmarried, is not in the armed forces of any
country, has not attained the age of 21, and prior to the death of the
Survivor was dependent upon such Survivor for his or her principal
support and maintenance and, if a stepchild or foster child, resided in
such Survivor's household. If, with respect to an Employee, there are
more than four persons who qualify under the preceding sentence at
anytime, only the four youngest such persons shall be treated as
qualifying.
(7) Directors: Members of the Board who are not also employees of the
Company or of a Subsidiary.
(8) Employees: Key salaried employees of the Company or a Subsidiary who are
employed in an executive, administrative, or professional capacity.
(9) Final Annual Salary: The regular basic annual salary for an Employee
before any payroll deductions, Section 401(k) contributions, non-
qualified deferred compensation contributions, or cafeteria plan
election, but excluding bonuses, awards and severance payments. This
amount shall be determined at the time the employment of the Employee
ceases as a result of retirement, termination or death.
(10) Good Reason: Good Reason means (i) a significant change in the
Employee's authority, duties, responsibilities or status within MCN from
those which existed immediately prior to the Change in Control; (ii) a
change (other than a bona fide promotion) in the Employee's title or
office; (iii) a reduction in the Employee's compensation or benefits
existing immediately prior to the Change in Control; (iv) a change in
the Employee's assigned place of employment requiring physical
relocation, or a material change in the Employee's business travel
obligations; (v) any similar significant change in the requirements,
responsibilities or compensation of the Employee from the arrangements
immediately prior to the Change in Control imposed by MCN without the
express written
5
consent of the Employee; or (vi) any other changes in working conditions
that a reasonable man holding a similar position would find untenable.
(11) MCN: MCN Corporation
(12) Plan: MichCon Supplemental Death Benefit and Retirement Income Plan.
(13) Subsidiary: Any corporation in which the Company owns, directly or
indirectly, stock possessing 50 percent or more of the total combined
voting power of all classes of stock.
(14) Survivor: The Employee or the Employee's spouse (if any) whose
death occurs last.
ARTICLE 3
PURPOSE
The purpose of the Plan is to improve the ability of the Company and its
Subsidiaries to attract and retain executives and directors.
ARTICLE 4
EFFECTIVE DATE
The effective date of the Plan shall be June 22, 1988.
ARTICLE 5
PARTICIPATION
Participation in the Plan is limited to Employees and Directors who are
recommended by the Committee and approved by the Board. No person shall have a
right to participate in the Plan without approval by the Board. Participation in
the Plan shall be evidenced by a written agreement executed between the Company
and the Employee or Director. No person eligible for benefits under this Plan as
an Employee shall be eligible for benefits under this Plan as a Director.
6
ARTICLE 6
BENEFITS
A. Pre-Retirement Death Benefit
Provided the conditions specified in Article 7, Section A are satisfied,
the Company will pay solely to the surviving spouse of an Employee who
participated in the Plan, a pre-retirement death benefit of 1/24th of the
Employee's Final Annual Salary during the month of the Employee's death and
monthly thereafter through and including the month the Employee would have
attained age 65, and thereafter, monthly payments of 1/60th of the Employee's
Final Annual Salary through and including the month in which the Employee
would have attained age 75. All such payments will be made only during the
lifetime of the Employee's surviving spouse and will cease upon the death of
said spouse. With respect to Directors, provided the conditions specified in
Article 7, Section A are satisfied, the Company will pay solely to the
surviving spouse of a Director who participated in the Plan, a pre-retirement
death benefit of $100,000 at the time of the Director's death. Payment will
be made only to the Director's surviving spouse and no payment will be made
if there is no surviving spouse.
B. Post-Retirement Benefit
Provided the conditions specified in Article 7, Section B are satisfied,
the Company will pay to an Employee or Director who participated in the Plan,
a post-retirement benefit. An Employee who retires prior to age 62 and the
Employee's surviving spouse are not eligible (without approval of the
Committee) to begin receiving any post-retirement benefit until the date that
the Employee attains or would have attained age 62 had the Employee lived. A
Director who ceases to hold office as a Director prior to age 65 is not
eligible (without approval of the Committee) to receive any post-retirement
benefit. If such approval is obtained, post-retirement benefits will begin on
the date the Director attains or would have attained age 65 had the Director
lived, unless otherwise approved by the Committee.
7
An Employee shall elect, at least 30 days prior to the Employee's
retirement (or at least 30 days prior to attaining age 62 if the second
paragraph of Article 7, Section D applies to the Employee), on a form
approved by the Committee, to receive a post-retirement benefit pursuant to
any one of the following options. A Director shall elect, at least 30 days
prior to the Director ceasing to hold office as a Director (or at least 30
days prior to attaining age 65 if the third paragraph of Article 7, Section D
applies to the Director), on a form approved by the Committee, to receive a
post-retirement benefit pursuant to either Option A or C.
1. Supplemental Retirement Benefit Options
OPTION A. The Company will pay to an Employee, in equal monthly
payments, 20% of the Employee's Final Annual Salary each year for each
of the first 10 years following the Employee's retirement from the
Company or a Subsidiary or following the Employee's attainment of age
62, whichever is later. With respect to Directors, the Company will pay
to a Director, in equal monthly payments, $10,000 each year for each of
the first 10 years following the Director's ceasing to hold office as a
Director. Such payments will be made only to the Employee or Director,
or in the event of the Employee's or Director's death, to the Employee's
or Director's surviving spouse, and upon the death of the survivor
thereof shall cease.
OR
OPTION B. The Company will pay to an Employee, in equal monthly
payments, 15% of the Employee's Final Annual Salary each year for each
of the first 15 years following the Employee's retirement from the
Company or a Subsidiary or following the Employee's attainment of age
62, whichever is later. Such payments will be made only to the Employee,
or in the event of the Employee's death, to the Employee's surviving
spouse, and upon the death of the survivor thereof shall cease.
OR
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2. Post-Retirement Death Benefit Options
OPTION C. The Company will pay solely to an Employee's surviving spouse,
the sum of 332% of the Employee's Final Annual Salary upon the later of
the Employee's death or the date the Employee would have attained age 62
had the Employee lived. With respect to Directors, the Company will pay
solely to the Director's surviving spouse, the sum of $100,000 upon the
death of a Director if the death occurs after the Director ceased to
hold office as a Director. No payment will be made if there is no
surviving spouse.
OR
OPTION D. The Company will pay solely to an Employee's surviving spouse,
in equal monthly payments, 42% of the Employee's Final Annual Salary
each year for each of the first 10 years following the later of the
Employee's death or the date the Employee would have attained age 62 had
the Employee lived. Such payments will be made only during the lifetime
of the Employee's surviving spouse and will cease upon the death of said
spouse.
OR
OPTION E. The Company will pay solely to an Employee's surviving spouse,
in equal monthly payments, 32% of the Employee's Final Annual Salary
each year for each of the first 15 years following the later of the
Employee's death or the date the Employee would have attained age 62 had
the Employee lived. Such payments will be made only during the lifetime
of the Employee's surviving spouse and will cease upon the death of said
spouse.
C. Dependent Child Benefit
Provided the conditions specified in Article 7, Section C are satisfied,
the Company will pay to a Dependent Child of an Employee who participated in
the Plan, a dependent child benefit of 1/96th of the Employee's Final Annual
Salary during the month of the Survivor's death and monthly thereafter
through and including the month the Dependent Child attains age 21. All such
9
payments are limited to persons who qualify as a Dependent Child and no other
person shall receive any dependent child benefit.
D. Assumption of Liability for Benefits
The Company will assume Primark Corporation's obligations with respect
to each person who was covered by the Primark Corporation Supplemental Death
Benefit and Retirement Income Plan and who is a Director or Employee of the
Company immediately after the effective date of the spin-off of the Company
from Primark Corporation except for the obligation to the person who,
immediately before the spin-off, was the Chief Executive Officer of Primark
Corporation.
ARTICLE 7
CONDITIONS FOR BENEFITS
A. Pre-Retirement Death Benefit
Subject to the following conditions, the pre-retirement death benefit
provided in Article 6, Section A shall be paid to an Employee's or Director's
surviving spouse.
CONDITIONS
1. The Employee shall have been in the continuous employ of the Company or
a Subsidiary from the date of participation in the Plan until the time
of the Employee's death. With respect to Directors, the Director shall
have served continuously on the Board from the date of participation in
the Plan until the time of the Director's death; and
2. The Employee shall have died while in the employ of the Company or a
Subsidiary and prior to the Employee's actual retirement from the
Company or a Subsidiary. With respect to Directors, the Director shall
have died while holding office.
B. Post-Retirement Benefit
Subject to the following conditions, the post-retirement death benefit
provided in Article 6, Section Bl or B2 shall be paid to an Employee or
Director or the respective surviving spouse.
10
CONDITIONS
1. The Employee shall have been in the continuous employ of the Company or
a Subsidiary from the date of participation in the Plan until the time
of the Employee's retirement. With respect to Directors, the Director
shall have served continuously on the Board from the date of
participation in the Plan until the Director attains age 65, unless
otherwise approved by the Committee; and
2. The Employee shall have retired from the Company or a Subsidiary in
accordance with the terms of the MichCon Retirement Plan. With respect
to Directors, the Director shall have ceased to hold office as a
Director, otherwise than by death.
C. Dependent Child Benefit
Subject to the following conditions, the dependent child benefit
provided in Article 6, Section C shall be paid to any person who qualifies as
a Dependent Child.
CONDITIONS
1. The Employee shall have been in the continuous employ of the Company or
a Subsidiary from the date of participation in the Plan until the time
of the Employee's death; and
2. The Employee shall have died while in the employ of the Company or a
Subsidiary and prior to the Employee's actual retirement from the
Company or a Subsidiary; and
3. The Employee's spouse (if any) shall have died; and
4. A Dependent Child survives.
D. Continued Services Required
Except as provided in this Section, all rights to benefits under this
Plan shall terminate upon termination of the Employee's employment with the
Company or a Subsidiary for any reason other than the Employee's death or
retirement in accordance with the terms of the MichCon Retirement Plan. With
respect to Directors, except as provided in this Section, all rights to
benefits under this Plan shall terminate if the Director ceases to hold
office as a Director before the Director attains age 65, unless otherwise
approved by the Committee.
11
Notwithstanding any other provision of this Plan, if (1) a Change in
Control occurs, (2) the Employee was either admitted to participation in the
Plan on or before July 1, 1988, or the Change in Control occurs more than 12
months (or such shorter period as approved by the Committee) after the Employee
was admitted to participation in the Plan, and (3) within 60 months after the
Change in Control occurs, the employment of the Employee is terminated (i) by
the Company other than for Cause or (ii) by the Employee for Good Reason, then
all rights to benefits under this Plan shall continue as if such termination of
employment had not occurred. A pre-retirement death benefit shall be available
if such person dies prior to attaining age 62, and a post-retirement benefit
shall be available when such person attains age 62.
Notwithstanding any other provision of this Plan, if (1) a Change in
Control occurs, (2) the Director was either admitted to participation in the
Plan on or before July 1, 1988, or the Change in Control occurs more than 12
months (or such shorter period as approved by the Committee) after the Director
was admitted to participation in the Plan, and (3) as part of or within 60
months after the Change in Control, the Director ceases to hold office otherwise
than (i) removal by the shareholders for Cause, or (ii) resignation by the
Director, then all rights to benefits shall continue as if the Director had
continued to hold office. A pre-retirement death benefit shall be available if
such Director dies prior to attaining age 65, and a post-retirement benefit
shall be available when such Director attains age 65.
Notwithstanding any other provision of this Plan, if an Employee is
admitted to participation in the Plan, and has reached age 55, and thereafter,
the employment of the Employee is terminated prior to retirement other than for
Cause, then all rights to benefits under this Plan accrued as of the later of
December 31, 1993 or on December 31 of the year the employee reaches age 55
shall continue as if such termination of employment had not occurred. A pre-
retirement death benefit shall be available if such person dies prior to
attaining age 62, and a post-retirement benefit shall be available when such
person attains age 62.
12
ARTICLE 8
UNFUNDED PLAN
This Plan shall not be a funded plan. Any insurance Policy or other asset
acquired or held by the Company in connection with this Plan shall not be deemed
to be held by the Company in trust for any person, or to be security for the
performance of any obligations of the Company, but shall be and remain a general
asset of the Company. No person shall have any property interest in any specific
assets of the Company. Any rights acquired pursuant to the Plan shall be those
of an unsecured creditor. The obligation to make payments under this Plan shall
be and remain an unsecured, unfunded general obligation of the Company.
ARTICLE 9
ASSIGNMENT
No benefit hereunder of any person is assignable or transferable to any other
person nor may such be sold, assigned, conveyed, or otherwise transferred or
hypothecated.
ARTICLE 10
ADMINISTRATION
This Plan shall be administered by the Committee. The Committee shall have
full authority and responsibility to interpret and administer the terms of the
Plan and may adopt rules and regulations governing the administration of the
Plan.
The Committee shall be responsible for making recommendations to the Board
with respect to Employees and Directors who are to participate in the Plan. In
discharging this responsibility, the Committee may consult with individual
members of the Board, with the management of the Company or with such other
persons as the Committee may deem appropriate.
13
The Board shall determine which Employees and Directors shall participate in
the Plan, based upon the recommendations of the Committee, and the Board's own
consideration of who should participate in the Plan.
The Committee, in its absolute discretion, may cause benefit payments to an
Employee to commence prior to the Employee attaining age 62 if it deems such
action appropriate to the circumstances.
The Committee, in its absolute discretion, may provide benefits to a Director
even if the Director fails to hold office until the Director attains age 65 and
may cause benefit payments to such Director to commence prior to the Director
attaining age 65 if it deems such action appropriate to the circumstances.
The Committee, in its absolute discretion, may provide benefits to an
Employee or Director even if such person was admitted to participation in the
Plan or the Primark Corporation Supplemental Death Benefit and Retirement Income
Plan within 12 months of a Change in Control.
Any member of the Committee or of the Board who is being considered for
eligibility or who would be affected by a matter being considered shall not vote
or act on such matter.
ARTICLE 11
AMENDMENT, SUSPENSION OR TERMINATION
MCN's Board of Directors may at any time amend, suspend or terminate the
Plan, or any part thereof, for any purpose; provided, however, that no such
amendment, suspension or termination shall affect any agreement between an
Employee or Director and MCN without the written consent of the Employee or
Director.
14
ARTICLE 12
LEGAL FEES AND EXPENSES
MCN shall pay all legal fees and expenses that an Employee or Director
admitted to participation in the Plan, or such Employee's or Director's spouse
or Dependent Child may incur as a result of MCN contesting the validity,
enforceability, or any such person's interpretation of, or determinations under
this Plan; provided, however, MCN shall not be required to pay any fees or
expenses of any such person unsuccessfully seeking to obtain benefits following
a Change in Control based upon termination of employment or removal from office
for Cause.
15
ARTICLE 13
NO EMPLOYMENT RIGHTS AND
NOT A CONTRACT TO CONTINUE IN OFFICE
Nothing contained in the Plan and no actions taken pursuant to the provisions
of the Plan shall be construed as a contract of employment between the Company
or a Subsidiary and an Employee, or as a right of any Employee to be continued
in the employment of the Company or a Subsidiary, or as a limitation of the
right of the Company or a Subsidiary to discharge any Employee at any time, with
or without cause, or as a limitation of the right of the Employee to terminate
employment at any time.
Nothing contained in the Plan and no actions taken pursuant to the provisions
of the Plan shall be construed as a contract for services between the Company
and a Director, or as a right of a Director to continue to serve as a director,
or as a limitation of the right of shareholders to remove a Director from
office, with or without cause, or as a limitation of the right of the Director
to resign from office.
IN WITNESS WHEREOF, the undersigned officer of the Company has executed this
Plan as of this 28th day of October, 1993.
MICHIGAN CONSOLIDATED GAS COMPANY
By: /s/ Stephen E. Ewing
-----------------------------------------------------
Stephen E. Ewing,
President and Chief Executive
Officer
Restated October 28, 1993
16
MCN CORPORATION
SUPPLEMENTAL DEATH BENEFIT AND
RETIREMENT INCOME AGREEMENT
EMPLOYEE
THIS AGREEMENT is made this __ day of __________, __________, between MCN
Corporation, a Michigan Corporation, (the "Corporation") and __________________,
an employee of the Corporation (the "Employee").
WITNESSETH
WHEREAS, the Employee has agreed to serve as an officer of the Corporation
and the Corporation desires to encourage the Employee to continue to perform his
or her duties in a capable and efficient manner.
NOW, THEREFORE, in consideration of the foregoing and the benefits to be
derived hereunder, the Corporation and Employee agree as follows:
The Employee shall receive the benefits of an Employee under the MichCon
Supplemental Death Benefit and Retirement Income Plan ("Plan") as in effect on
this date subject to all the terms and conditions as specified in the Plan. The
Plan and all its provisions are hereby incorporated by reference. The benefits
under this Agreement are in lieu of those otherwise payable by MichCon.
17
IN WITNESS WHEREOF, the undersigned officer of the Corporation has executed this
agreement on behalf of the Corporation and the Employee has executed this
agreement on the date first above written:
MCN CORPORATION
By:
------------------------------------
Its: Secretary
------------------------------------
EMPLOYEE
-----------------------------------------
Employee
MCN CORPORATION
SUPPLEMENTAL DEATH BENEFIT AND
RETIREMENT INCOME AGREEMENT
OPTION ELECTION FORM
EMPLOYEE
Name Soc. Sec. No.
------------------------------- -----------------------
Retirement Date I. D. No.
------------------- ---------------------------
Name of Spouse Soc. Sec. No.
--------------------- -----------------------
I hereby elect to receive the following post-retirement benefit under my
Supplemental Death Benefit and Retirement Agreement with MCN Corporation which
is subject to all the terms and conditions specified in the MichCon Supplemental
Death Benefit and Retirement Income Plan ("Plan"). The Plan and all its
provisions are hereby incorporated by reference.
________ Option A
________ Option B
________ Option C
________ Option D
________ Option E
I understand that once having retired, I may not change this election.
- ----------------------------------- ------------------------------------
Date Employee
- ----------------------------------- ------------------------------------
Date Witness
MCN CORPORATION
SUPPLEMENTAL DEATH BENEFIT AND
RETIREMENT INCOME AGREEMENT
DIRECTOR
THIS AGREEMENT is made this______ day of ___________________, 19__, between
MCN Corporation, a Michigan Corporation, (the "Corporation") and
________________________, a non-employee director of the Corporation (the
"Director").
WITNESSETH
WHEREAS, the Director has agreed to serve On the Board of Directors of the
Corporation and the Corporation desires to encourage the Director to continue to
perform his or her duties in a capable and efficient manner.
NOW, THEREFORE, in consideration of the foregoing and the benefits to be
derived hereunder, the Corporation and Director agree as follows:
The Director shall receive the benefits of a Director under the MichCon
Supplemental Death Benefit and Retirement Income Plan ("Plan") as in effect as
of January 4, 1989 subject to all the terms and conditions as specified in the
Plan. The Plan and all its provisions are hereby
incorporated by reference. The benefits under this Agreement are in lieu of
those otherwise payable by MichCon.
IN WITNESS WHEREOF, the undersigned officer of the Corporation has executed
this agreement on behalf of the Corporation and the Director has executed this
agreement on the date first above written:
MCN CORPORATION
By:
-------------------------------------
Its: Secretary
-------------------------------------
DIRECTOR
-----------------------------------------
Director
MCN CORPORATION
SUPPLEMENTAL DEATH BENEFIT AND
RETIREMENT INCOME AGREEMENT
OPTION ELECTION FORM
DIRECTOR
Name Soc. Sec. No.
----------------------------------- --------------------------
Last Date to Hold Office
---------------
Name of Spouse Soc. Sec. No.
------------------------- --------------------------
I hereby elect to receive the following post-retirement benefit under the
MichCon Supplemental Death Benefit and Retirement Income Plan ("Plan"), subject
to all the terms and conditions specified in the Plan. The Plan and all its
provisions are hereby incorporated by reference.
________ Option A
________ Option C
I understand that once having ceased to serve on the Board of Directors of MCN
Corporation, I may not change this election.
- --------------------------------------- ---------------------------------------
Date Director
- --------------------------------------- ---------------------------------------
Date Witness