MCN CORP, PRE 14A, 1994-02-18

MCN CORP
PRE 14A, 1994-02-18
NATURAL GAS DISTRIBUTION

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<PAGE> 1

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN
PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF
THE SECURITIES EXCHANGE ACT OF 1934

Filed by the registrant /X/

Filed by a party other than the registrant / /

Check the appropriate box:

/X/ Preliminary proxy statement

/ / Definitive proxy statement

/ / Definitive additional materials

/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12

MCN CORPORATION
(Name of registrant as specified in its charter)

DANIEL L. SCHIFFER
Vice President, General Counsel & Secretary
(Name of Person(s) Filing Proxy Statement)

Payment of filing fee (Check the appropriate box):

/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2)

/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3)

/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:

(4) Proposed maximum aggregate value of transaction:

/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.

(1) Amount previously paid:

(2) Form, schedule or registration statement no.:

(3) Filing party:

(4) Date filed:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2

Alfred R. Glancy III
Chairman, President and Chief Executive Officer

MCN Corporation 500 Griswold Street
Detroit, Michigan 48226

[MCN LOGO]

March 3, 1994

To our Shareholders:

You are cordially invited to attend the 1994 Annual Meeting
of Shareholders of MCN Corporation which will be held at the
Company's headquarters in the Guardian Building, 32nd Floor
Auditorium, 500 Griswold, Detroit, Michigan on Thursday, April 28,
1994 at 1:00 p.m. Eastern Daylight Saving Time. The business items
to be acted on during the Annual Meeting are listed in the Notice
of Annual Meeting and are described more fully in the Proxy
Statement.

Shareholders of record at the close of business on March 1,
1994 are entitled to receive notice of and to vote at the Annual
Meeting.

Along with the other members of the Board of Directors, I
look forward to the opportunity of greeting personally those
shareholders who are able to attend the Annual Meeting. I urge you
to vote, sign, date and return the accompanying proxy card in the
enclosed postage-paid envelope, even if you expect to attend the
Annual Meeting.

Sincerely,

/s/ ALFRED R. GLANCY III
<PAGE> 3

[LOGO]

M C N C O R P O R A T I O N

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
APRIL 28, 1994

To our Shareholders:

An Annual Meeting of Shareholders of MCN Corporation will be held at the
Company's headquarters in the Guardian Building, 32nd Floor Auditorium, 500
Griswold, Detroit, Michigan on Thursday, April 28, 1994 at 1:00 p.m. Eastern
Daylight Saving Time. At this year's meeting, shareholders will vote on the
election of three directors and ratification of Deloitte & Touche as the
Company's independent auditors. In addition, shareholders will vote on
ratification of a non-employee director stock award plan and an amendment to the
Company's Articles of Incorporation to increase authorized shares. Details of
this year's proposals are as follows:

(1) To elect three directors to serve for terms of three years each;

(2) To ratify the MCN Corporation Non-Officer Director Stock Award Plan,
the purpose of which is to enhance MCN's ability to attract and retain
the services of non-employee directors by providing them an opportunity
to participate in the growth of MCN;

(3) To approve an amendment to MCN Corporation's Articles of Incorporation
to increase the number of authorized shares of MCN Common Stock, of the
par value of $.01 per share, from 50 million to 100 million, which will
enable the Company to promptly and appropriately respond to future
financing needs and other business opportunities;

(4) To ratify the appointment of Deloitte & Touche as independent auditors
for the year ending December 31, 1994; and

(5) To transact such other business as may properly come before the
Meeting, or any adjournments thereof.

Shareholders of record at the close of business on March 1, 1994 are
entitled to receive notice of and to vote at the Annual Meeting.

You are cordially invited to attend the Annual Meeting in person.
Regardless of whether you expect to attend the Annual Meeting in person, your
Board of Directors urges you to vote, sign, date and return the accompanying
proxy card in the enclosed postage-paid envelope.

If you expect to attend the Annual Meeting, please vote and also check off
the appropriate box on the proxy card indicating a request for an Attendance
Card. An Attendance Card will be mailed to you prior to the meeting.
Presentation of this card upon arrival will expedite registration.

By Order of the Board of Directors,

/s/ DANIEL L. SCHIFFER
Daniel L. Schiffer
Vice President, General Counsel
and Secretary
MCN Corporation
500 Griswold Street
Detroit, Michigan 48226

March 3, 1994
<PAGE> 4

MCN CORPORATION

PROXY STATEMENT

GENERAL INFORMATION

The Board of Directors of MCN Corporation (the MCN Board) solicits your
proxy for use at the Annual Meeting of Shareholders of MCN Corporation (MCN or
the Company) to be held on Thursday, April 28, 1994 at 1:00 p.m., and at any
adjournments.

VOTING

As of March 1, 1994, the record date for determination of shareholders
entitled to notice of and to vote at the Annual Meeting, there were 29,XXX,XXX
outstanding shares of MCN common stock, $.01 par value (MCN Common Stock). Each
outstanding share is entitled to one vote on all matters which may come before
the Annual Meeting.

Michigan law and the Company's bylaws require the presence of a quorum for
the annual meeting, defined here as a majority of the votes entitled to be cast
at the meeting. Votes withheld from director nominees and abstentions will be
counted in determining whether a quorum has been reached.

Assuming a quorum has been reached, a determination must be made as to the
results of the vote on each matter submitted for shareholders approval. The
director nominees must receive a plurality of the votes cast at the meeting,
therefore abstentions will not affect the election of directors. The
ratification of the Company's Non-Officer Director Stock Award Plan must be
approved by a majority of votes present, or represented and entitled to vote at
the meeting, therefore abstentions will have the same legal effect as votes
against the matter. The approval of the amendment of the Company's Articles of
Incorporation to increase the number of authorized shares of MCN Common Stock
must be approved by a majority of the votes outstanding and not merely the votes
cast, therefore abstentions will have the same legal effect as votes against the
matter. The selection of the Company's auditors must be approved by a majority
of the votes cast at the meeting, therefore abstentions will not affect the
selection of the Company's auditors.

Under the rules of the New York Stock Exchange (NYSE), brokers who hold
shares on behalf of their customers (shares held in street name), have the
authority to vote on certain items when they have not received instructions from
beneficial owners. However, brokers are not authorized to vote on "non-routine"
matters if they do not receive instructions from beneficial owners (Broker
Non-votes). Under NYSE rules, all the matters presently before the meeting are
"routine" matters, therefore brokers holding shares in street name for their
customers may vote, in their discretion, on behalf of any customer who does not
furnish voting instructions. If a "non-routine" matter comes before the meeting,
Broker Non-votes will not be treated as votes cast in determining the outcome of
the vote.

All shares represented by signed Proxies, which are received at or prior to
the meeting will be voted at the Annual Meeting. A Proxy may be revoked at any
time before it is exercised by notifying the Secretary of MCN in writing before
the Proxy is exercised, or by delivering to the Secretary of MCN a Proxy bearing
a later date, or by attending the Annual Meeting and voting in person.

1
<PAGE> 5

PROPOSAL 1 -- ELECTION OF DIRECTORS

The MCN Board consists of ten members divided into three classes, with the
term of each director expiring at the Annual Meeting of MCN in the year
indicated below. Generally, one-third of the MCN Board is elected each year.

Unless otherwise instructed on the Proxy, the proxy holders intend to vote
for the election of Alfred R. Glancy III, Frank M. Hennessey and Howard F. Sims
to three-year terms as directors. Each of the nominees is a current member of
the MCN Board. The MCN Board believes that, if elected, each nominee will be
able and willing to serve. However, if any nominee should be unable or unwilling
to serve as a director, the MCN Board may select a substitute nominee and, in
that event, the Proxy will be voted for the person so selected. The remaining
seven directors will continue to serve in accordance with their previous
elections.

Information concerning the three directors nominated for a term of three
years, and the seven continuing MCN Board members, is set forth below.

NOMINEES FOR ELECTION AS DIRECTORS FOR THREE-YEAR TERMS TO EXPIRE 1997

- --------------- ALFRED R. GLANCY III
Age: 56, Director since 1988
Attendance: 100% of Board Meetings

Mr. Glancy has been Chairman and Chief
PHOTO Executive Officer of MCN since August 1988 and President
since September 1992. He has been Chairman of MCN
Investment Corporation since 1988. Mr. Glancy has been
Chairman of MichCon since 1984 and served as its Chief
- --------------- Executive Officer from 1984 until September 1992. He has
been a Director of MichCon since 1981. Mr. Glancy is also a
Director of MLX Corp., NBD Bancorp, Inc. and NBD Bank, N.A.

Mr. Glancy is Chairman of The Detroit Medical Center,
Detroit Renaissance, Inc. and Detroit Symphony Orchestra
Hall, Inc. He is a Vice Chairman of the United Way for
Southeastern Michigan and Trustee and a member of the
Executive Committee for the Founders Society of the Detroit
Institute of Arts. He is also a Director of Detroit
Economic Growth Corporation, American Gas Association,
Community Foundation for Southeastern Michigan, New
Detroit, Inc., Coleman A. Young Foundation, Citizens
Research Council of Michigan, Greater Detroit Chamber of
Commerce and Hudson-Webber Foundation. He is Vice Chairman
of UNICO Investment in Seattle, Washington.

2
<PAGE> 6
NOMINEES FOR ELECTION AS DIRECTORS FOR THREE-YEAR TERMS TO EXPIRE 1997

- --------------- FRANK M. HENNESSEY
Age: 55, Director since 1988
Member: Corporate Responsibility Committee, Compensation
Committee
PHOTO Attendance: 100% of Board and Committee Meetings

Mr. Hennessey has been President, Chief Executive
Officer and Director since December 1990 of Emco Limited, a
leading Canadian manufacturer and distributor of
- --------------- plumbing-related products, roofing and other building
products. He is also Vice President for Strategic Planning
at Masco Corporation, a home furnishings and building
products manufacturer. In addition, Mr. Hennessey is the
former President, Chief Executive Officer and Director of
the Handleman Company, a wholesaler of home entertainment
products, having served as President and Director from 1981
to December 1989 and Chief Executive Officer from March
1988 to December 1989.

Mr. Hennessey is a Trustee and Treasurer of the
Hudson-Webber Foundation and a Director of New Detroit,
Inc. Mr. Hennessey is a Director of the United Way for
Southeastern Michigan Advisory Board and the Citizens
Research Council of Michigan as well as a member of the
Board and Treasurer of the Greater Detroit and Windsor
Japan-America Society.

- --------------- HOWARD F. SIMS
Age: 60, Director since 1988
Chairman: Finance Committee
Member: Audit Committee
PHOTO Attendance: 92% of Board and Committee Meetings

Mr. Sims is Chairman and Chief Executive Officer of
Sims-Varner & Associates, Inc., an architectural design
- --------------- firm, and has been a practicing architect since 1963. He is
Chairman of SV Corporation of Detroit. Mr. Sims serves as a
Director of Comerica Incorporated.

Mr. Sims is a Director of Citizens Research Council,
Civic Searchlight, Inc., Greater Detroit Area Health
Council, Detroit Economic Growth Corporation, Metropolitan
Detroit Youth Foundation and United Way of Southeast
Michigan. He is a Trustee of the Kellogg Foundation,
Michigan Cancer Foundation, Oakland University, and WTVS.
Mr. Sims is a member of the Executive Board of the Detroit
Area Council, Boy Scouts of America; and a life member of
the NAACP.

3
<PAGE> 7

CONTINUING DIRECTORS WHOSE TERM EXPIRES IN 1996

- --------------- STEPHEN E. EWING
Age: 50, Director since 1988
Attendance: 88% of Board Meetings

PHOTO Mr. Ewing has been President of MichCon since 1985,
Chief Executive Officer since September 1992 and Chief
Operating Officer from 1985 to September 1992. He
- --------------- previously served as President and Chief Operating Officer
of MCN from August 1988 to September 1992. Mr. Ewing has
been a Director of MichCon since 1984.

Mr. Ewing is a board member of the Michigan Opera
Theatre and United Way's Advisory Board. Mr. Ewing is also
a member of Leadership Detroit, Boy Scouts of America's
Detroit Area Advisory Council, and the NAACP.

- --------------- ROGER FRIDHOLM
Age: 53, Director since 1988
Member: Corporate Responsibility Committee, Finance
Committee
PHOTO Attendance: 92% of Board and Committee Meetings

Mr. Fridholm has joined Of Counsel Enterprises, Inc. as
President, Chief Executive Officer and Director in February
- --------------- 1994. Of Counsel, a public company, provides contract
lawyers and paralegals to law firms and corporate clients.
He had been Senior Vice President of Corporate Development
of Kelly Services, Inc. from April 1992 through January
1994. Mr. Fridholm previously was Chairman of St. Clair
Group, Inc., a private investment firm which he founded in
January 1991. He was President and Chief Operating Officer
of The Stroh Brewery Company from 1982 to 1991.

Mr. Fridholm serves as a Director of The Stroh Brewery
Company, Comerica Bank-Detroit, and the Dana Corporation.
He is also a Trustee of the Henry Ford Health System.

- --------------- HELEN O. PETRAUSKAS
Age: 50, Director since 1990
Chairperson: Audit Committee
Member: Compensation Committee
Attendance: 92% of Board and Committee Meetings
PHOTO
Ms. Petrauskas has been Vice President for
Environmental and Safety Engineering with Ford Motor
Company since 1983. She is a member of the Society of
- --------------- Automotive Engineers and a Director of The Sherwin-Williams
Company, and the International Institute of Detroit. Ms.
Petrauskas is also on the Advisory Boards of the Center for
Risk Analysis, Harvard School of Public Health, and
Resources for the Future in Washington, D.C.

4
<PAGE> 8

CONTINUING DIRECTORS WHOSE TERM EXPIRES IN 1995

- --------------- THOMAS H. JEFFS II
Age: 55, Director since 1991
Member: Compensation Committee, Audit Committee
Attendance: 85% of Board and Committee Meetings
PHOTO
Mr. Jeffs has been President and Chief Operating
Officer of NBD Bancorp, Inc. and its principal subsidiary,
NBD Bank, N.A., since January 1994. He previously served as
- --------------- Vice Chairman from 1985 through December 1993. Mr. Jeffs is
a Director of NBD Bancorp, Inc., NBD Bank, N.A., Royal
Group, Inc., Royal Maccabees Life Insurance Company, and
MasterCard International, Inc.

He is a Director and Executive Committee member of the
Highway Users Federation. He is also a Director of New
Detroit, Inc. and The Economic Club of Detroit. Mr. Jeffs
serves as a member of the Executive Committee of the
Detroit Symphony Orchestra Hall, Inc. He is a member of the
Visiting Committee of the University of Michigan, School of
Business Administration. He is also a member of the
Association of Reserve City Bankers.

- --------------- ARTHUR L. JOHNSON
Age: 68, Director since 1988
Chairman: Corporate Responsibility Committee
Member: Finance Committee
PHOTO Attendance: 100% of Board and Committee Meetings

Mr. Johnson has been Senior Vice President for
University Relations at Wayne State University (WSU) since
- --------------- 1992 and has been a tenured Professor of Educational
Sociology at WSU since 1972. He was Vice President for
Community Relations at WSU from 1979 to 1992. He is also a
Director of Tixon Corporation and Comprehensive Health
Services, a health maintenance organization.

Mr. Johnson is past President of the University
Cultural Center Association; Vice Chairman, New Detroit,
Inc.; and Director of the Metropolitan Detroit Health
Planning Council. Mr. Johnson is also a Director of Detroit
Symphony Orchestra Hall, Inc., a Trustee of the Founders
Society of the Detroit Institute of Arts, and past Chairman
of the City of Detroit Board of Police Commissioners.

5
<PAGE> 9
CONTINUING DIRECTORS WHOSE TERM EXPIRES IN 1995

- --------------- DALE A. JOHNSON
Age: 56, Director since 1992
Chairman: Compensation Committee
Member: Finance Committee
PHOTO Attendance: 100% of Board and Committee Meetings

Mr. Johnson has been Chairman and Chief Executive
Officer of SPX Corporation since 1991. He previously served
- --------------- as President and Chief Executive Officer from 1990 to 1991,
and President and Chief Operating Officer from 1988 to
1990. SPX Corporation designs, manufactures and markets
specialty service tools and engineered components for the
global motor vehicle industry.

Mr. Johnson is a Director of SPX Corporation and
Douglas and Lomason Company. He is Chairman of the Motor
Equipment Manufacturing Association and a Trustee of the
Muskegon County Community Foundation and the Owatonna
Foundation.

- --------------- WILLIAM K. MCCRACKIN
Age: 60, Director since 1988
Attendance: 100% of Board Meetings

PHOTO Mr. McCrackin has been Vice Chairman and Chief
Financial Officer of MCN since August 1988 and Treasurer
from August 1988 to September 1992. Mr. McCrackin served as
Vice Chairman of MichCon from 1986 until September 1992 and
- --------------- as Chief Financial Officer of MichCon from 1985 until
September 1992. He has been a Director of MCN Investment
Corporation since 1988 and a Director of MichCon since
1984.

Mr. McCrackin is currently a Trustee and Chairman of
the Detroit Science Center. He is a Director and Vice
Chairman of Junior Achievement of Southeastern Michigan and
Director of Greater Detroit Chamber of Commerce. Mr.
McCrackin is also a member of the NAACP.

6
<PAGE> 10

SECURITY OWNERSHIP OF MANAGEMENT (AS OF JANUARY 31, 1994)

<TABLE>
<CAPTION>
AMOUNT AND
NAME OF NATURE OF
TITLE OF BENEFICIAL BENEFICIAL PERCENT OF
CLASS OWNER OWNERSHIP(1)(2) CLASS
- ------------- ------------------------------------------ ---------------- ----------
<S> <C> <C> <C>
Common Stock Alfred R. Glancy III...................... 146,355(3) .5%
Common Stock William K. McCrackin...................... 25,354(3) .1%
Common Stock Stephen E. Ewing.......................... 26,160(3) .1%
Common Stock Roger Fridholm............................ 1,300 *
Common Stock Frank M. Hennessey........................ 4,323 *
Common Stock Thomas H. Jeffs II........................ 500 *
Common Stock Arthur L. Johnson......................... 466 *
Common Stock Dale A. Johnson........................... 1,200 *
Common Stock Helen O. Petrauskas....................... 217 *
Common Stock Howard F. Sims............................ 700 *
Common Stock Daniel L. Schiffer........................ 9,773(3) *
Common Stock Patrick J. Scullion....................... 34,257(3) .1%
Directors and executive officers as a
Common Stock group..................................... 250,605 .8%
</TABLE>

- -------------------------
* Less than 0.1%

(1) Voting power and investment power in many instances are shared with another
as joint tenant.

(2) Includes shares of restricted stock awarded by MCN. Beneficial owners of
restricted stock have power to vote the shares, but do not have investment
power until the shares vest.

(3) Includes shares held in the MichCon Savings and Stock Ownership Plan (the
Savings Plan). The beneficial owners of the shares have sole voting power on
all shares. Beneficial owners have investment power on all shares except
those purchased by MCN and held as restricted under provision of the Savings
Plan.

MEETINGS AND COMMITTEES OF THE MCN BOARD

The MCN Board of Directors held eight regular meetings during 1993 and also
served on standing committees of the Board. The directors attended an average of
95% of all meetings of the Board and Committees on which they served. A majority
of directors attended all meetings of the Board. The MCN Board has the following
standing committees.

AUDIT COMMITTEE -- The Audit Committee, which held three meetings during
1993, recommends to the MCN Board the selection of independent auditors; reviews
the scope of audit procedures and the results of the respective audits and
recommendations to management; reviews auditors' fees, annual financial
statements, adequacy of internal audit procedures and results of those
procedures; and reviews MCN's policies relating to business conduct.

COMPENSATION COMMITTEE -- The Compensation Committee held two meetings
during 1993. Subject to MCN Board approval, the Compensation Committee
establishes the salaries and other direct compensation for officers of MCN,
Michigan Consolidated Gas Company (MichCon) and MCN Investment Corporation
(MCNIC); and reviews and makes recommendations regarding the salary policies for
other officers, management and supervisory personnel.

7
<PAGE> 11

FINANCE COMMITTEE -- The Finance Committee held two meetings during 1993.
The Finance Committee reviews and consults with management and makes
recommendations to the MCN Board regarding the financial affairs of MCN and its
subsidiaries, including the review of financial plans, recommendations regarding
the timing and amount of securities to be issued, and investment policies of the
trusteed benefit plans and other corporate funds.

CORPORATE RESPONSIBILITY COMMITTEE -- The Corporate Responsibility
Committee, which held two meetings during 1993, consults with management
regarding corporate contributions and contributions from the MichCon Foundation,
reviews and recommends to the MCN Board an annual corporate contribution budget,
and conceives and recommends programs to assure that MCN and its subsidiaries
carry out their respective corporate responsibilities in an effective and
efficient manner.

DIRECTORS' COMPENSATION

Officers of MCN or its subsidiaries who serve on the MCN Board do not
receive any additional compensation for service as directors. However, directors
of MCN who are not employees of MCN receive an annual fee of $18,000. Such
directors are also paid a fee of $750 for attendance at each MCN Board and
committee meeting. Directors are eligible to participate in a plan which
provides for deferral of all or part of their annual fee, with interest accrued
on amounts deferred. The deferral plan also includes a pre-retirement survivor
benefit which provides the participant's beneficiary with a payment equal to the
present value of any deferrals that would have been made prior to normal
retirement. In addition, based upon shareholder passage of Proposal 2, MCN's
outside directors will continue to receive 100 shares of MCN Common Stock
annually. (See Proposal 2 on page 19 for details.) It is anticipated that future
increases in Non-officer Director compensation will be primarily through
additional shares of MCN Common Stock.

Non-officer Directors also participate in the Supplemental Death Benefit
and Retirement Income Plan. Under the plan, if a Non-officer Director dies while
in office, the director's surviving spouse is entitled to a lump-sum payment of
$100,000. This plan also provides that in the event a Non-officer Director holds
office until reaching age 65 or older and thereafter ceases to hold office,
otherwise than by death, the director can elect to receive either (i) a
supplemental retirement benefit of $10,000 annually for each of the ten years
following the date the director ceased to hold office, or (ii) a post-retirement
death benefit of $100,000 payable solely to the director's surviving spouse upon
the director's death.

8
<PAGE> 12

EXECUTIVE COMPENSATION

The following table sets forth the aggregate compensation paid or awarded
for performance from 1991 through 1993 to the Chief Executive Officer and the
four most highly paid executive officers of MCN.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
ANNUAL COMPENSATION -------------------------------
RESTRICTED ALL
NAME AND ------------------- STOCK OTHER
PRINCIPAL SALARY BONUS AWARDS(4) COMPENSATION(5)
POSITION YEAR ($)(2) ($)(3) ($) ($)
- ----------------------------------- ---- -------- -------- ------------------------------- ---------------
<S> <C> <C> <C> <C> <C>
A. R. Glancy III................... 1993 430,000 XXX,XXX 0 22,933
Chairman, 1992 421,250 180,600 0 21,063
President, & Chief 1991 390,000 147,000 115,000 19,417
Executive Officer
S. E. Ewing........................ 1993 310,000 XXX,XXX 0 15,500
President & Chief 1992 295,000 111,600 0 14,750
Executive Officer, 1991 277,000 89,300 80,500 13,800
MichCon
W. K. McCrackin.................... 1993 275,000 XXX,XXX 0 14,666
Vice Chairman & 1992 272,000 99,000 0 13,600
Chief Financial 1991 260,250 83,900 75,900 12,967
Officer
P. J. Scullion(1).................. 1993 225,000 XX,XXX 0 11,250
President & 1992 213,150 81,000 0 10,658
Chief Executive 1991 199,200 58,800 46,000 9,927
Officer, MCN
Investment
Corporation
D. L. Schiffer..................... 1993 158,650 XX,XXX 0 7,901
Vice President, 1992 152,075 41,300 0 7,505
General Counsel & 1991 144,725 35,500 23,000 7,210
Secretary
</TABLE>

- -------------------------
(1) For P. J. Scullion, represents total compensation for services rendered as
an officer of MCN Investment Corporation. He retired effective December 31,
1993.

(2) As part of the 1992 redesign of the executive compensation program, there
was no salary increases in 1993 for the named executive officers, other than
D. L. Schiffer, whose base salary was increased on April 1, 1993. Base
salaries for A. R. Glancy III and W. K. McCrackin were last increased on
April 1, 1992. Due to additional responsibilities, base salaries for S. E.
Ewing and P. J. Scullion were last increased October 1, 1992.

(3) Amounts under the MCN Corporation Annual Management Performance Plan are
shown for the year upon which performance is measured. They are paid in
February of the subsequent year.

(4) Shares previously awarded under the MCN Stock Incentive Plan were awarded in
May subsequent to the year upon which performance was measured. The amounts
shown reflect the value of the shares on the date of grant. These shares are
restricted as to vesting for a period of approximately six years from date
of issuance. Persons holding such shares possess voting power but do not
possess investment control. Regular dividends are paid on the restricted
stock.

Footnotes continued on following page

9
<PAGE> 13

The following table reflects the aggregate restricted stock holdings,
including awards in years prior to those reflected in the Summary
Compensation Table, for the above named executive officers and the value of
the aggregate shares as of the date of grant and the value as of December
31, 1993:

<TABLE>
<CAPTION>
VALUE -- VALUE --
AGGREGATE DATE OF DECEMBER 31,
SHARES(#) GRANT($) 1993($)
--------- ---------- ------------
<S> <C> <C> <C> <C>
A. R. Glancy III............................ 29,500 $ 609,125 $1,025,125
S. E. Ewing................................. 20,650 426,388 717,588
W. K. McCrackin............................. 19,470 402,023 676,583
P. J. Scullion.............................. 0 0 0
D. L. Schiffer.............................. 5,900 121,825 205,025
Executive officers as a group............... 75,520 1,559,361 2,624,321
</TABLE>

The restricted stock holdings of P. J. Scullion vested on December 1, 1993.
Consequently, he had no restricted stock holdings as of December 31, 1993.

(5) Amounts shown in this column represent the Company's contributions to
defined contribution plans.

------------------------------------------------------

Beginning with the 1992 performance year, the Company revised its Stock
Incentive Plan replacing restricted stock awards with performance units.
Performance units are awarded in February subsequent to the year upon which
performance is measured. Performance units awarded for the 1993 performance year
are indicated in the table below.

LONG-TERM INCENTIVE PLAN -- AWARDS
IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
PERFORMANCE
OR
OTHER
PERIOD
NUMBER OF UNTIL
UNITS MATURATION
NAME (#) OR PAYOUT
------------------------------------------------ ----------- -----------
<S> <C> <C>
A. R. Glancy III................................ XX,XXX 3 years
S. E. Ewing..................................... X,XXX 3 years
W. K. McCrackin................................. X,XXX 3 years
P. J. Scullion.................................. X,XXX 3 years
D. L. Schiffer.................................. X,XXX 3 years
</TABLE>

Each performance unit is equivalent to a share of MCN Common Stock. The
performance units initially granted are based on MCN's total shareholder return
for the previous three years compared to the total shareholder return for a
group of peer companies over the same period. Once initially granted, regular
dividend equivalents are paid on those performance units. The initial grants are
adjusted upward or downward after a three year period based on MCN's total
shareholder return for this subsequent period compared to the total shareholder
return for a group of peer companies over the same period. The final grant,
which is expected to be paid 50% in cash and 50% in MCN Common Stock, will range
from zero to 200% of the initial grant and the stock must be held, except for
extraordinary circumstances, until the recipient retires, dies or otherwise
terminates employment.

10
<PAGE> 14

The MCN Stock Option Plan was replaced by the MCN Stock Incentive Plan effective
May 1989. No new options have been awarded since February 1987.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FY-ENDED OPTION VALUES

<TABLE>
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLINING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
FISCAL YEAR-END FISCAL YEAR-END
SHARES (#) ($)
ACQUIRED ON VALUE
EXERCISE REALIZED EXERCISABLE/ EXERCISABLE/
NAME (#) ($) UNEXERCISABLE UNEXERCISABLE
- ---------------------------------------- ----------- -------- --------------- ---------------
<S> <C> <C> <C> <C>
A. R. Glancy III(1)..................... 0 0 0 0
S. E. Ewing............................. 0 0 0 0
W. K. McCrackin......................... 0 0 0 0
P. J. Scullion.......................... 20,036 $350,855 0 0
D. L. Schiffer.......................... 0 0 0 0
</TABLE>

- -------------------------
(1) In order to encourage executives to maintain their holdings in shares
purchased under the Stock Option Plan, the Company provides loans at an
interest rate in accordance with IRS guidelines based on the market yield of
U.S. short-term marketable securities. Pursuant to this provision, Mr.
Glancy initiated a loan in 1991, at an interest rate of 6.57% which was
refinanced during 1992 in conjunction with the exercise of additional stock
options by Mr. Glancy. The new loan, at the then current interest rate of
4.43%, covered a maximum of $1,250,708, including interest, during 1993. A
balance of $1,151,919, including interest, was outstanding as of December
31, 1993. The loan is secured by 84,814 shares of MCN Common Stock with a
year-end market value of $2,947,287.

CHANGE OF CONTROL EMPLOYMENT AGREEMENTS

MCN entered into Change of Control Employment Agreements with its five
named executive officers during 1990. The agreements generally have a term of
three years beginning with the change of control, obligate the officer to
continue to serve MCN in the officer's then current capacity, and require MCN to
compensate the officer in an amount at least equal to the officer's base salary
plus the average annual bonus paid to the officer during the preceding three
years and provides for the vesting of various unfunded benefits. The agreements
also provide for the grossed-up payment of any Federal excise taxes due from the
executive as a result of any payments received under the agreement and provide
three years of continued participation in MCN's benefit and retirement programs.
MCN's obligations to the officer, including the obligation to pay base salary
and any bonuses, can only be extinguished if the officer's employment is
terminated by MCN for "good cause," by the officer without "good reason," both
as defined in the agreements, or by death or disability.

11
<PAGE> 15

RETIREMENT PLANS

<TABLE> PENSION PLAN TABLE
<CAPTION>
ANNUAL RETIREMENT BENEFIT
FOR YEARS OF SERVICE
---------------------------------------------------------------------
FINAL AVERAGE 15 20 25 30 35
ANNUAL EARNINGS YEARS YEARS YEARS YEARS YEARS
- ---------------------------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
$100,000.................. $ 27,300 $ 36,400 $ 45,500 $ 54,600 $ 63,700
150,000.................. 41,000 54,700 68,400 82,100 95,700
200,000.................. 54,800 73,000 91,300 109,500 127,800
250,000.................. 68,500 91,300 114,100 137,000 159,800
300,000.................. 82,200 109,600 137,000 164,400 191,800
350,000.................. 95,900 127,900 159,900 191,900 223,800
400,000.................. 109,700 146,200 182,800 219,300 255,900
450,000.................. 123,400 164,500 205,600 246,800 287,900
500,000.................. 137,100 182,800 228,500 274,200 319,900
</TABLE>

RETIREMENT PLANS. All salaried employees of MCN and certain of its
subsidiaries (the Participating Companies) participate in a noncontributory,
defined benefit retirement plan (the Retirement Plan). Under the Retirement
Plan, the monthly pension at normal retirement (age 65) is calculated using a
formula providing a single life monthly benefit equal to (a) 1.33% of final
average monthly earnings multiplied by the number of total years of credited
service with the Participating Companies; plus (b) 0.5% of final average monthly
earnings which exceed a 35 year average social security wage base multiplied by
the number of years of credited service up to 35 years. Early retirement
benefits (at a reduced benefit if such retirement is before the participant
attains age 62) are permitted under the plan on or after the date a participant
attains age 55, if the participant's age plus years of credited service (as
defined in the plan), equals or exceeds 70. An employee's final average monthly
earnings is defined as his or her highest average monthly earnings for a
consecutive 60-month period during the participant's last 15 years of
employment. An employee is not vested under the Retirement Plan until he or she
has completed five years of credited service or has attained age 65.

A Nonqualified Retirement Plan is also maintained which provides for the
payment of benefits that would otherwise be payable under the Retirement Plan
but for limitations imposed by Federal tax law on benefits paid by qualified
plans.

The table above illustrates the total estimated annual normal retirement
pension benefits including the Nonqualified Retirement Plan amounts, if
applicable, that will be payable upon normal retirement at age 65 to
participants for the specified remuneration and years of credited service
classifications. The table does not reflect any reductions in retirement
benefits that would result from the selection of one of various available
survivorship options or the election to retire prior to age 65. Benefit amounts
are computed on a straight life annuity basis.

As of December 31, 1993, the credited years of service (rounded to the
nearest whole year) for each of the individuals detailed under "Executive
Compensation" on page 9, are as follows: Mr. Glancy, 31 years; Mr. Ewing, 22
years; Mr. McCrackin, 38 years; Mr. Scullion, 38 years and Mr. Schiffer, 17
years.

12
<PAGE> 16

SUPPLEMENTAL DEATH BENEFIT AND RETIREMENT INCOME PLAN. The Company's
executive officers and certain other officers of the Participating Companies
currently participate in a Supplemental Death Benefit and Retirement Income
Plan. Under this plan, the pre-retirement death benefits payable to an
employee's surviving spouse, are 50% of the employee's final salary until such
time as the employee would have reached age 65; thereafter, payments are 20% of
salary until the employee would have reached age 75. At retirement an employee
may elect to receive (i) annual supplemental retirement income equal to 20% of
the employee's final annual salary payable for a period of ten years after age
62; or (ii) other available post retirement benefits which are actuarially
equivalent to the ten-year payment option.

COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION

Mr. Thomas H. Jeffs II serves on the Compensation Committee of MCN. Mr.
Jeffs is an executive officer of NBD Bancorp and its principal subsidiary, NBD
Bank, N.A. Mr. Alfred R. Glancy III, Chairman, President and Chief Executive
Officer of MCN, serves as a Director of NBD Bancorp and NBD Bank, N.A.

The MCN Board of Directors passed a resolution in December 1992 prohibiting
an officer-director of MCN from serving on the Compensation Committee of an
unaffiliated corporation if an officer-director of the unaffiliated corporation
serves on the MCN Compensation Committee. Also, no director of MCN can serve on
the MCN Compensation Committee if he or she is an officer-director of an
unaffiliated corporation on whose Compensation Committee one or more officer-
directors of MCN serve. Mr. Jeffs' service on the MCN Compensation Committee and
Mr. Glancy's service as a Director of NBD Bancorp and NBD Bank, N.A. are
consistent with the MCN resolution.

13
<PAGE> 17

REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS ON EXECUTIVE
COMPENSATION.

The Compensation Committee (the Committee) establishes MCN's strategic
compensation objectives. The Committee then monitors and evaluates the design
and effectiveness of MCN's executive pay programs against those objectives. For
1993, under Committee review, MCN's executive compensation programs were
redesigned to more explicitly link executive pay with MCN's strategic direction
and Company objectives. Following is a summary of MCN's current executive
compensation objectives:

OBJECTIVES & METHODOLOGY:

The primary and overriding objective is to provide a total compensation
package that allows MCN to attract, retain and motivate executive employees. In
doing so,

- MCN establishes total compensation opportunity (base salary plus annual
incentive and long-term incentive) at competitive levels. The
methodology used to determine market competitiveness is an annual survey
of MCN's peer companies(1) as well as analysis of national and industry
executive compensation data.

- Base salary levels are generally set between the 40th and 65th
percentile relative to peer companies.

- Total compensation opportunity can exceed that of peer companies
(90th percentile or greater) when MCN performance warrants.

- Performance, both Company and individual, drive total compensation
levels.

- Overall executive effectiveness, assessed against a set of
objectives, determines base pay increases.

- Annual incentives relate to attaining financial, operating, and
individual objectives.

- Long-term incentives relate to creating shareholder value.

- Variable (incentive) compensation opportunity is set at levels to put a
significant percentage of executive compensation at risk, thus linking
executive and shareholder interests. Current programs put approximately
50% of CEO compensation at-risk.

- Program design encourages and increases stock ownership by executives to
better align their interests with those of shareholders. Currently, any
awards under the long-term incentive plan are paid out 50% in stock with
a requirement, except for extraordinary circumstances, that the
executive retain ownership while actively employed by the Company or any
of its affiliates.
- -------------------------
(1) Peer Companies are: Arkla, Atlanta Gas Light, Brooklyn Union Gas, CMS
Energy, Columbia Gas Systems, Consolidated Natural Gas, Detroit Edison,
Equitable Resources, Laclede Gas, National Fuel Gas, NICOR, Peoples Energy
Corp., Southwest Gas, Washington Gas Light, and WICOR.

14
<PAGE> 18

- All components of executive compensation programs are communicated to
participating executives to insure they understand the opportunity (and
the risks) available based on performance, thus increasing the
motivational impact of the plans.

ROLE OF THE COMMITTEE:

Specifically, the Committee makes recommendations to the Board of Directors
on the compensation levels of all officers of MCN, MCNIC and MichCon, and
reviews the recommendations for base pay, annual incentive awards and long-term
incentive awards for the other executives of the Company. In addition, the
Committee has oversight responsibility for all the Company's compensation
programs to ensure that they are aligned with the mission and objectives of the
Company.

In fulfilling these responsibilities, the Committee utilizes the internal
compensation function or outside consultants to:

- Research and summarize pay and incentive practices of peer companies and
industry averages.

- Develop and recommend annual merit program and long and short-term
incentive award parameters.

In 1993, the Committee did not utilize outside compensation consultants.

SPECIFIC DISCUSSION ON THE COMPONENTS OF EXECUTIVE COMPENSATION:

The components of an MCN executive's direct compensation consist of base
salary, annual incentives and long-term incentives. These are discussed below:

BASE SALARY -- The base salary of an executive is established when
entering the position, based on the individual's experience, internal
equity and external market comparison. Thereafter, increases to base salary
are determined by the executive's individual performance assessed against a
set of objectives. Emphasis is on demonstrating corporate strategic
leadership in attaining business objectives and on a visible commitment to
the Company's Visions & Values. Increases to base salary are made within
the same guidelines of the merit program in effect for all nonunion
employees.

Base salary for the CEO, Mr. Alfred R. Glancy III, and other
executives are reviewed annually based on an assessment of Company
performance, individual performance, salary position relative to the
external market, the Company's internal merit program and MCN's stated
compensation objectives on base salary. In February 1994, the Committee
determined [information to follow]

INCENTIVE AWARDS -- Incentive Awards are based on Company performance
results compared to internal financial and operational performance targets,
and the financial performance of peer companies. Incentive Awards are
comprised of Annual Incentives and Long-Term Incentives, which are
discussed below.

ANNUAL INCENTIVES ("THE ANNUAL MANAGEMENT PERFORMANCE PLAN") --
Payout under the Company's annual incentive plan is based on the
performance of the Company and the

15
<PAGE> 19

individual executive's performance, as measured against goals
established by the Committee prior to the start of the fiscal year.

In 1993, the measures of Company performance used to determine
annual incentive awards were as follows:

- for MichCon executives, the achievement of combined financial and
operating goals. Specifically for 1993:

Authorized rate of return (AROR) -- weighted 70%

Customer Satisfaction -- weighted 10% (measured through
point-of-service survey)

Employee Satisfaction -- weighted 10% (measured through an annual
employee survey)

Safety -- weighted 10% (measured by number of lost work days)

- for MCN Investment Corporation (MCNIC), the achievement of a net
income goal.

- for MCN executives, the weighted combination of MichCon and MCNIC
results. Weighting is determined annually by the Committee prior to the
start of the fiscal year. For 1993, the weighting was 80% MichCon and
20% MCNIC.

In 1993, the standard award opportunity for the CEO was 35% of base
salary. Standard awards for the xx other eligible executives ranged from
15% to 30%. The actual award could exceed or be less than the standard
award depending on the achievement of the Company performance measures
discussed above. Payout of any portion of the award is based on
individual performance.

MichCon's performance in 1993, using the above measures, resulted
in an annual incentive award fund equal to 112% of the standard payout.
MCNIC performance in 1993 was 107% of target net income. Combining the
weighted performance of these two MCN subsidiaries resulted in an MCN
award fund equal to 111% of the standard payout. For CEO, Alfred R.
Glancy III, this produced an award of 38.9% of his 1993 base salary.

In 1993, a teamwork incentive program was introduced at MichCon and
MCN for employees not covered by the executive compensation programs.
Awards are paid on the basis of both Company and team performance.

LONG-TERM INCENTIVES ("PERFORMANCE UNIT PLAN") -- In late 1992, the
Company redesigned its long-term incentive program to place a larger
portion of long-term incentives at-risk, encourage a more strategic
focus on long-term performance from a shareholder perspective, and
increase the retention value of the plan.

The new program awards performance units to executives based on
total shareholder return, as compared to the peer group described
earlier covering a six-year period. This period is divided into two
parts. The first three years determines the initial grant of performance
units. Participants receive dividend equivalents on the performance
units during the subsequent three-year period. The initial grant is
adjusted upward or downward based upon performance over that subsequent
three-year period. The final award, if any, is

16
<PAGE> 20

expected to be paid 50% in cash and 50% in stock that is not
transferrable, except for extraordinary circumstances, until the
participant retires, dies or otherwise terminates employment. Both the
initial grant and the final award are made using the following zero to
200% scale, based on MCN's performance ranking within its peer group:

<TABLE>
<CAPTION>
PERFORMANCE
RANKING PERCENT OF
(QUARTILE) STANDARD AWARD
----------- --------------
<S> <C>

First 125% - 200%

Second 75% - 150%

Third 25% - 100%

Fourth 0% - 50%
</TABLE>

Under the 1992 redesign, the standard award for the CEO is set at
8,000 shares. The standard awards for 46 other participating executives
range from 500 to 5,000 shares. This design is extended to meet the
Company's compensation objectives by providing both risk and reward
potential tied to competitive performance as measured by total return to
shareholders.

For the three-year period 1991-1993, MCN's total return to
shareholders was approximately xx%, which placed the Company at the top
of its peer group. Using the program guidelines and considering MCN's
top ranking, the Committee granted awards at xx% of the standard award
level. For CEO, Alfred R. Glancy III, the Committee granted xx,xxx
performance units.

These units may be as much as doubled or forfeited completely based
on how MCN's total shareholder return compared to peer companies for the
1994-1996 period.

CONCLUSION

We believe that MCN's Executive Compensation programs closely align each
executive's total compensation potential with individual and Company performance
and shareholder returns, while providing a balanced compensation mix between
base pay and incentives that is market and performance driven. We believe these
programs allow MCN to attract, retain and motivate executive employees. It is
the Compensation Committee's intent to ensure that these alignments continue
into the future and to review and refine the Company's pay and incentive
programs to reflect this objective.

THE COMPENSATION COMMITTEE

Dale A. Johnson, Chairman
Frank M. Hennessey
Thomas H. Jeffs II
Helen O. Petrauskas

17
<PAGE> 21

PERFORMANCE GRAPH

COMPARISON OF $100 INVESTED IN
MCN STOCK SINCE DECEMBER 1988

With Dividends Reinvested

[KEY CAMERA READY GRAPH]

DATE MCN S&P 500 S&P UTILITY PEER GROUP
- ----- ------- ------- ----------- ----------
<S> <C> <C> <C> <C>
12/88 $100.00 $100.00 $100.00 $100.00
12/89 $136.06 $131.53 $147.27 $146.17
12/90 $135.03 $127.35 S143.22 $141.17
12/91 $164.97 $166.28 $164.32 $144.48
12/92 $223.36 $179.06 $177.72 $162.91
12/93 $264.50 $196.95 $203.29 $183.49
</TABLE>
- ---------------------------------------------
(1) The above graph compares the performance of MCN Corporation with that of a
broad equity market index, the S&P 500 Composite, and a published industry
specific index, the S&P Utilities Composite. Also included is the
performance of a peer group of companies used in connection with the
Company's long-term incentive plan. These peer companies include the
following: Arkla, Atlanta Gas Light, Brooklyn Union Gas, CMS Energy,
Columbia Gas Systems, Consolidated Natural Gas, Detroit Edison, Equitable
Resources, Laclede Gas, National Fuel Gas, NICOR, Peoples Energy Corp.,
Southwest Gas, Washington Gas Light, and WICOR.

(2) The returns for each company included in the peer group are weighted
according to the company's stock market capitalization at the beginning of
each month.

18
<PAGE> 22

PROPOSAL 2 -- RATIFICATION OF THE MCN CORPORATION'S NON-OFFICER DIRECTOR STOCK
AWARD PLAN

MCN Corporation has adopted, effective May 6, 1993, subject to ratification
by stockholders, a Non-Officer Director Stock Award Plan (the Plan). The purpose
of the Plan is to enhance MCN's ability to attract and retain the services of
well-qualified directors who are not officers or employees of MCN or any of its
subsidiaries (Non-officer Directors) by providing them with an opportunity to
participate in the growth of MCN and to align their interests with those of
MCN's stockholders. In 1993, each Non-officer Director received a grant of 100
shares of MCN Common Stock. Stockholder approval of the Plan will enable MCN to
remain competitive with a number of companies using stock as a method of
Non-officer Director compensation, and will comply with requirements of
applicable federal securities law.

The full text of the Plan is set forth as Exhibit A to this Proxy
Statement. The following is a summary of the material features of the Plan, and
is qualified in its entirety by reference to the Plan as set forth in Exhibit A.

The operation of the Plan is automatic, and awards are granted pursuant to
the Plan. Following stockholder ratification, on the first business day after
each annual meeting of stockholders, each Non-officer Director who was elected
at the meeting or whose term continued thereafter as a director will be granted
100 shares of MCN Common Stock. The number of shares to be granted annually to
each Non-officer Director may be changed by a majority vote of the MCN Board,
but provided, that any changes in the number of shares granted shall be made no
more often than once in any 12-month period. The shares awarded under the Plan
will be in addition to the Non-officer Director annual retainer fee, meeting
fees, or other compensation payable to each Non-officer Director as a result of
his or her service on MCN's Board of Directors.

The Plan will remain in effect until terminated by action of the MCN Board.
The MCN Board may terminate, amend or modify the Plan at any time and from time
to time; provided, however, such amendments may not be made more than once every
six months, other than to comport with changes in the Internal Revenue Code, the
Employee Retirement Income Security Act or the rules thereunder. In addition,
the MCN Board shall not, without the requisite affirmative approval of
stockholders of MCN, make any amendment which requires stockholder approval
under any applicable law, including Rule 16b-3 under the Securities Exchange Act
of 1934, unless such compliance, if discretionary, is no longer desired. Rule
16b-3 currently requires stockholder approval of amendments which would (i)
materially increase the benefits accruing to participants under the Plan, (ii)
materially increase the number of securities issuable under the Plan, or (iii)
materially modify the requirements as to eligibility for participation in the
Plan.

Shares to be issued under the Plan may be authorized and unissued shares or
authorized and issued shares of MCN Common Stock. Provided, however, that the
number of Shares that may be issued under this Plan subsequent to March 1, 1994
may not exceed 1% of the number of shares issued and outstanding on March 1,
1994.

19
<PAGE> 23

The table below sets forth the dollar value and number of shares which were
awarded to Non-officer Directors in 1993 subject to the ratification of the Plan
by shareholders:

NEW PLAN BENEFITS
MCN CORPORATION NON-OFFICER DIRECTOR
STOCK AWARD PLAN

<TABLE>
<CAPTION>
DOLLAR NUMBER
VALUE ($) OF SHARES
--------- ---------
<S> <C> <C>
Non-employee Director Group
(7 persons)........................................................... $23,450 700
</TABLE>

- -------------------------
(1) The amount shown reflects the value of the shares on the date of grant.

THE MCN BOARD OF DIRECTORS AND MANAGEMENT RECOMMEND A VOTE FOR THIS
PROPOSAL.

20
<PAGE> 24

PROPOSAL 3 -- APPROVAL TO AMEND THE MCN CORPORATION ARTICLES OF INCORPORATION

The Company currently is authorized by its Articles of Incorporation to
issue 50 million shares of MCN Common Stock. As of December 31, 1993, MCN has
issued and outstanding 29,496,363 shares of MCN Common Stock, leaving 20,503,637
shares unissued and reserved for issuance. Approval of Proposal 3 would amend
the Company's Articles of Incorporation by increasing the authorized number of
shares of MCN Common Stock to 100 million and the unissued and reserved shares,
therefore, to 70,503,637. The MCN Board has recommended that the Company's MCN
Common Stock shareholders approve this amendment to the Articles of
Incorporation of the Company, as amended, (the Articles) to effect an increase
in the number of authorized shares of MCN Common Stock to 100 million (the
Increased Shares Proposal). This proposal will be adopted upon receiving the
affirmative vote of a majority of the outstanding shares of MCN Common Stock of
the Company. The text of the Company's Articles, as it is proposed to be
amended, is set forth in Exhibit B to this Proxy Statement.

The Increased Shares Proposal is intended to increase the Company's
flexibility by increasing the number of shares of MCN Common Stock that can be
issued without the necessity for further shareholder approval. The MCN Board
believes that the increased flexibility provided by the amendment will enable
the Company promptly and appropriately to respond to future financing needs,
stock splits and other business opportunities.

For example, although not currently under consideration, the MCN Board from
time to time considers the appropriateness of stock splits on MCN Common Stock.
The ability to split the Company stock is currently restricted by the fact that
presently there are fewer unissued and unreserved shares than outstanding and
reserved shares. In addition, given the number of currently outstanding and
reserved shares and the number of additional shares that might be required to be
issued and reserved, the Company could not effect certain transactions without
obtaining shareholder approval for an increase in the authorized number of
shares of MCN Common Stock. The cost, prior notice requirement and delay
involved in obtaining shareholder approval at the time that a transaction may
become desirable could make it difficult or impossible to effect the
transaction. The additional shares of MCN Common Stock, together with other
authorized and unissued shares, generally would be available for issuance
without any requirement for further shareholder approval, unless shareholder
action is required by applicable law or by the rules of the stock exchange on
which the Company's securities may then be listed.

Although the MCN Board will authorize the issuance of additional shares
only when it considers doing so to be in the best interests of shareholders, the
issuance of additional MCN Common Stock may, among other things, have a dilutive
effect on earnings and equity per share of MCN Common Stock and on the voting
rights of holder of shares of MCN Common Stock.

In addition to the Company's authorization to issue MCN Common Stock, the
Company is also authorized to issue 25 million shares of Preferred Stock, no par
value (Preferred Stock), of which no shares are outstanding.

THE MCN BOARD OF DIRECTORS AND MANAGEMENT RECOMMEND A VOTE FOR THIS
PROPOSAL.

21
<PAGE> 25

PROPOSAL 4 -- SELECTION OF AUDITORS

The MCN Board has selected Deloitte & Touche as independent auditors to
audit the financial statements of MCN and its subsidiaries for the year ending
December 31, 1994 and is submitting its choice for ratification by shareholders.
Deloitte & Touche, or its predecessor, has served as MCN's auditors since 1988
and MichCon's auditors since 1986. A representative of Deloitte & Touche will be
present at the Annual Meeting of Shareholders and will have an opportunity to
make a statement and respond to appropriate questions. If the appointment is not
ratified, the MCN Board will appoint another firm as the independent auditors
for the year ending December 31, 1994.

THE MCN BOARD OF DIRECTORS RECOMMENDS THE RATIFICATION OF DELOITTE & TOUCHE
AS INDEPENDENT AUDITORS, TO AUDIT THE FINANCIAL STATEMENTS OF THE CORPORATION
AND ITS SUBSIDIARIES FOR THE YEAR ENDING DECEMBER 31, 1994.

COST OF SOLICITATION OF PROXIES

The cost of soliciting Proxies will be borne by MCN and the solicitation
will be made by use of the mails, personally or by telephone or telegraph by
officers, directors and regular employees of MCN and its subsidiaries who will
not be additionally compensated therefor. The firm of Corporate Investor
Communications, Inc. has been retained to assist with the solicitation of broker
and nominee Proxies at a cost of approximately $6,000. MCN will also reimburse
banks, brokers, nominees and other fiduciaries for reasonable expenses incurred
by them in forwarding the Proxy material to the beneficial owners of MCN Common
Stock.

FILINGS UNDER SECTION 16(a)

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors to file reports with the Securities and Exchange
Commission of ownership and changes in ownership of the Company's equity
securities. The Company believes that during the 1993 fiscal year, all filing
requirements applicable to its officers and directors were complied with, except
Dale A. Johnson's filing on June 15, 1993, rather than June 10, 1993, of a Form
4, Statement of Changes in Beneficial Ownership of Securities, with respect to
his purchase on May 6, 1993 of 300 shares of MCN Common Stock.

SHAREHOLDER PROPOSALS

Shareholder proposals to be considered for inclusion in MCN's 1995 proxy
statement for presentation at the 1995 Annual Meeting of Shareholders must be
received by the Secretary of MCN at 500 Griswold Street, Detroit, Michigan
48226, no later than November 8, 1994. Other shareholder proposals concerning
business to be conducted at MCN's annual meeting must be received by the
Secretary of MCN at 500 Griswold Street, Detroit, Michigan 48226 not earlier
than January 28, 1995 nor later than February 27, 1995.

22
<PAGE> 26

EXHIBIT A

PROPOSAL 2 -- RATIFICATION OF THE MCN CORPORATION
NON-OFFICER DIRECTOR STOCK AWARD PLAN

MCN CORPORATION
NON-OFFICER DIRECTOR
STOCK AWARD PLAN

1. ESTABLISHMENT. MCN Corporation ("MCN") hereby establishes the MCN
Corporation Non-officer Director Stock Award Plan (the "Plan"), as set forth in
this document.

2. PURPOSE. The purpose of the Plan is to enhance MCN's ability to attract
and retain the services of well-qualified directors who are not officers or
employees of MCN or any of its subsidiaries ("Non-officer Directors") by
providing them with an opportunity to participate in the growth of MCN and to
align the personal interests of Non-officer Directors with those of MCN's
stockholders.

3. DURATION OF THE PLAN. The Plan shall become effective immediately upon
approval of MCN's Board of Directors, subject to ratification by MCN's
stockholders, within one year of the Board of Director's approval, by an
affirmative vote of a majority of shares voting at the stockholders' meeting, so
long as a quorum is present. The Plan shall remain in effect until terminated by
action of the Board of Directors.

4. SHARES ISSUABLE UNDER THE PLAN. Subject to adjustment as provided in
Paragraph 5, the total number of shares of common stock of MCN ("Common Stock")
which may be granted under the Plan in each year during which the Plan is in
effect shall be the aggregate number of shares payable to the Non-officer
Directors as set forth in Paragraph 6 of the Plan, not to exceed .03 percent of
the total number of outstanding shares of MCN Common Stock as of the first day
of that year. Shares to be issued under the Plan may be authorized and unissued
shares or authorized and issued shares of Common Stock which have been
reacquired by MCN and held as treasury shares. Provided, however, that the
number of Shares that may be issued under this Plan subsequent to March 1, 1994
may not exceed 1% of the number of shares issued and outstanding on March 1,
1994.

5. CAPITAL ADJUSTMENTS. The aggregate number and class of shares subject to
and authorized by the Plan shall be proportionately adjusted for any increase or
decrease in the number of issued shares of Common Stock resulting from the
payment of a stock dividend, stock split, recapitalization, merger,
consolidation, reorganization or any similar capital adjustment or other
increase or decrease in the number of outstanding shares effected without
receipt of consideration by MCN.

6. GRANTS OF COMMON STOCK. On the business day next following the date of
the Annual Meeting of the Shareholders of MCN held during each calendar year
during which the Plan is in effect (the "Date of Grant"), each Non-officer
Director who was elected at that meeting or whose term continued thereafter as a
Director at such meeting shall be granted 100 shares of Common Stock. The shares
granted pursuant to this Plan shall be in addition to, and not in lieu of, the
Non-officer Director's annual retainer fee, meeting fees, or other compensation
payable to each Non-officer Director as a result of his or her service on MCN's
Board of Directors. The number of shares to be granted annually to each
Non-officer Director may be changed by a majority vote of MCN's

23
<PAGE> 27
Board of Directors, provided, however, that any changes in the number of shares
granted shall be made no more often than once in any 12-month period.

7. TRANSFERABILITY. The shares of Common Stock granted to each Non-officer
Director are not transferable by the Non-officer Director until the later of (1)
the expiration of six months from the date the shares of Common Stock are issued
under the Plan or (2) the date upon which the Non-officer Director ceases to be
a Director of MCN, provided, however, that there shall be no restriction on the
transfer of any Common Stock granted under the Plan in the event of the death of
the recipient.

8. RIGHTS OF THE STOCKHOLDER. A Non-officer Director shall have no rights
as a stockholder with respect to any shares of Common Stock granted under the
terms of this Plan until the Non-officer Director shall have become the holder
of record of any such shares, and no adjustment shall be made for dividends in
cash or other property or distributions of other rights with respect to any such
shares of Common Stock for which the record date is prior to the date on which
the Non-officer Director shall have become the holder of record of any such
shares.

9. TERMINATION OF SERVICE AS A NON-OFFICER DIRECTOR. In the event a
Non-officer Director ceases to serve on the Board of Directors as a Director,
all rights to receive future grants of Common Stock hereunder shall terminate
immediately.

10. AMENDMENT OF PLAN. The Board of Directors may terminate, amend or
modify the Plan at any time and from time to time; provided, however, that such
amendments may not be made more than once every six months, other than to
comport with changes in the Internal Revenue Code, the Employee Retirement
Income Security Act or the rules thereunder. Further, the Board of Directors
shall not, without the requisite affirmative approval of stockholders of MCN,
make any amendment which requires stockholder approval under any applicable law,
including Rule 16b-3 under the Securities Exchange Act of 1934, unless such
compliance, if discretionary, is no longer desired.

11. COMPLIANCE WITH RULE 16B-3. It is intended that the Plan be applied and
administered in compliance with Rule 16b-3 under the Securities and Exchange Act
of 1934. If any provision of the Plan would be in violation of Rule 16b-3 if
applied as written, such provision shall not have effect as written and shall be
given effect so as to comply with Rule 16b-3, as determined by the Board of
Directors.

12. SECURITIES LAW RESTRICTIONS. MCN may impose such other restrictions on
any shares of Common Stock granted pursuant to this Plan as it may deem
advisable including, but not limited to, restrictions intended to achieve
compliance with the Securities Act of 1933, as amended, with the Securities and
Exchange Act of 1934, as amended, with the requirements of any stock exchange
upon which the Common Stock is then listed, and with any Blue Sky or state
securities laws applicable to such Common Stock.

13. GOVERNING LAW. All determinations made and actions taken pursuant to
the Plan shall be governed by the laws of the State of Michigan and construed in
accordance therewith, to the extent not preempted by the laws of the United
States.

24
<PAGE> 28

EXHIBIT B

PROPOSAL 3 -- AMENDMENT TO THE THIRD ARTICLE
OF THE ARTICLES OF INCORPORATION OF MCN CORPORATION

The THIRD article of the Articles of Incorporation of MCN Corporation is
amended to read as follows:

THIRD. The total number of shares of all classes of stock which the
Corporation shall have authority to issue is 125,000,000 shares, which shall be
divided into two classes as follows:

(a) 25,000,000 shares of Preferred Stock, no par value (Preferred Stock);
and

(b) 100,000,000 shares of Common Stock of the par value of $.01 per share
(Common Stock).

25
<PAGE> 29

NOTICE OF
ANNUAL MEETING
OF SHAREHOLDERS
APRIL 28, 1994
AND
PROXY STATEMENT

[LOGO]
<PAGE> 30
/X/ PLEASE VOTE BY MARKING BOX AS SHOWN IN THIS EXAMPLE

The undersigned hereby acknowledges receipt of the proxy soliciting material
relative to the Annual Meeting of Shareholders of MCN Corporation to be held on
April 28, 1994. As to my interest in the Common Stock of MCN Corporation held
by Putnam Fiduciary Trust Company, as Trustee under the MichCon Investment and
Stock Ownership Plan, I hereby instruct the Trustee to vote as directed.

For Against Abstain
For All 2.) Ratification of the MCN Corporation's / / / / / /
For Withhold Except Non-Officer Director Stock Award Plan.
1.) Election of Directors: / / / / / / For Against Abstain
3.) Approval to amend the MCN Corporation's / / / / / /
Alfred R. Glancy III, Frank M. Hennessey Articles of Incorporation to increase the
and Howard F. Sims number of authorized shares of MCN Common
Stock.
If you do not wish your shares voted "FOR" a For Against Abstain
particular nominee, mark the "FOR ALL EXCEPT" 4.) Ratification of appointment of Deloitte & / / / / / /
box and strike a line through that nominee(s) name. Touche as independent auditors for the year
Your shares will be voted for the remaining ending December 31, 1994.
nominee(s).
5.) In their discretion the Proxies are
authorized to vote upon such other
business as may properly come before
the meeting or adjournment thereof.
-------------------------------------------------------------------
Mark box at right if comments
have been noted on the reverse / /
side of this card.

Mark box at right to request that
an Attendance Card to the Annual / /
Meeting be sent to you.

Please sign exactly as name appears hereon.
Joint owners should each sign. When signing
as attorney, executor, administrator or
guardian, please give full title as such.

X: X: Date:
------------------------- -------------------------- --------------------------
(Shareholder sign here) (Co-owner sign here)

</TABLE>
- --------------------------------------------------------------------------

MCN CORPORATION
500 Griswold
Detroit, Michigan 48226

DEAR SHAREHOLDER:

YOUR VOTE IS VERY IMPORTANT TO THE SUCCESSFUL CONDUCT OF THE COMPANY'S
BUSINESS. I STRONGLY ENCOURAGE YOU TO EXERCISE YOUR RIGHT TO VOTE YOUR SHARES.
WE MUST RECEIVE YOUR VOTE PRIOR TO THE ANNUAL MEETING OF SHAREHOLDERS ON APRIL
28, 1994.

PLEASE MARK THE BOXES ON THE PROXY CARD TO INDICATE HOW YOU WISH TO VOTE YOUR
SHARES. THEN SIGN, DATE AND DETACH THE CARD AND RETURN IT IN THE ENCLOSED
POSTAGE-PAID ENVELOPE. IF YOU EXPECT TO ATTEND THE ANNUAL MEETING, PLEASE MARK
THE APPROPRIATE BOX ABOVE AND AN ATTENDANCE CARD WILL BE MAILED TO YOU PRIOR
TO THE MEETING.

WE, AS ALWAYS, WELCOME YOUR COMMENTS ON HOW INFORMATIVE YOU HAVE FOUND OUR PROXY
STATEMENT, ANNUAL REPORT AND OTHER FINANCIAL REPORTS, INCLUDING HOW WELL WE ARE
DOING AS A MANAGEMENT TEAM. PLEASE WRITE YOUR COMMENTS ON THE BACK SIDE OF THIS
PROXY CARD AND CHECK OFF THE APPROPRIATE BOX ABOVE.

WE LOOK FORWARD TO MEETING YOU IF YOU ARE ABLE TO ATTEND THE ANNUAL MEETING AND
THANK YOU FOR PROMPTLY RETURNING YOUR PROXY CARD.

SINCERELY,

ALFRED R. GLANCY III
CHAIRMAN, PRESIDENT
& CHIEF EXECUTIVE OFFICER
<PAGE> 31
MCN CORPORATION
500 Griswold
Detroit, Michigan 48226
PROXY PROXY
PUTNAM FIDUCIARY TRUST COMPANY, TRUSTEE
MICHCON INVESTMENT AND STOCK OWNERSHIP PLAN

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF MCN CORPORATION.

If I sign and return this proxy to State Street Bank & Trust/Boston
Financial Data Services (BFDS) as Agent for the Trustee, you as Trustee are
instructed to cause all MCN CORPORATION Common Stock in my MichCon Investment
and Stock Ownership Plan Account to be voted at the Annual Meeting of
Shareholders of MCN CORPORATION, to be held on April 28, 1994, and any
adjournment thereof, as follows:

As indicated by me on the reverse side, but, if I make no indication as
to a particular matter, then unless otherwise indicated, as recommended by
management on such matters, including matters as may properly come before the
meeting.

DO YOU HAVE ANY COMMENTS?

- ----------------------------------------------------------------------------

- ----------------------------------------------------------------------------
<PAGE> 32
/X/ PLEASE VOTE BY MARKING BOX AS SHOWN IN THIS EXAMPLE

The undersigned hereby acknowledges receipt of the proxy soliciting material
relative to the Annual Meeting of Shareholders of MCN Corporation to be held on
April 28, 1994. As to my interest in the Common Stock of MCN Corporation held
by Putnam Fiduciary Trust Company, as Trustee under the MichCon Savings and
Stock Ownership Plan, I hereby instruct the Trustee to vote as directed.

Mark box at right to request that
an Attendance Card to the Annual / /
Meeting be sent to you.

Please sign exactly as name appears hereon.
Joint owners should each sign. When signing
as attorney, executor, administrator or
guardian, please give full title as such.

X: X: Date:
------------------------- -------------------------- --------------------------
(Shareholder sign here) (Co-owner sign here)

</TABLE>
- --------------------------------------------------------------------------

MCN CORPORATION
500 Griswold
Detroit, Michigan 48226

DEAR SHAREHOLDER:

WE LOOK FORWARD TO MEETING YOU IF YOU ARE ABLE TO ATTEND THE ANNUAL MEETING AND
THANK YOU FOR PROMPTLY RETURNING YOUR PROXY CARD.

SINCERELY,

ALFRED R. GLANCY III
CHAIRMAN, PRESIDENT
& CHIEF EXECUTIVE OFFICER
<PAGE> 33
MCN CORPORATION
500 Griswold
Detroit, Michigan 48226
PROXY PROXY
PUTNAM FIDUCIARY TRUST COMPANY, TRUSTEE
MICHCON SAVINGS AND STOCK OWNERSHIP PLAN

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF MCN CORPORATION.

If I sign and return this proxy to State Street Bank & Trust/Boston
Financial Data Services (BFDS) as Agent for the Trustee, you as Trustee are
instructed to cause all MCN CORPORATION Common Stock in my MichCon Savings
and Stock Ownership Plan Account to be voted at the Annual Meeting of
Shareholders of MCN CORPORATION, to be held on April 28, 1994, and any
adjournment thereof, as follows:

DO YOU HAVE ANY COMMENTS?

- ----------------------------------------------------------------------------

- ----------------------------------------------------------------------------
<PAGE> 34
/X/ PLEASE VOTE BY MARKING BOX AS SHOWN IN THIS EXAMPLE

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Alfred R. Glancy III, William K. McCrackin
and Daniel L. Schiffer, or any one of them, as Proxies, with the power of
substitution, to vote, as designated, all shares of Common Stock of MCN
Corporation held of record by the undersigned on March 1, 1994, at the Annual
Meeting of Shareholders to be held on April 28, 1994, or any adjournment
thereof.

<TABLE>
<S> <C>
For Against Abstain
For All 2.) Ratification of the MCN Corporation's / / / / / /
For Withhold Except Non-Officer Director Stock Award Plan.
1.) Election of Directors: / / / / / / For Against Abstain
3.) Approval to amend the Articles / / / / / /
Alfred R. Glancy III, Frank M. Hennessey of Incorporation to increase the
and Howard F. Sims number of authorized shares of MCN Common
Stock.
If you do not wish your shares voted "FOR" a For Against Abstain
particular nominee, mark the "FOR ALL EXCEPT" 4.) Ratification of appointment of Deloitte & / / / / / /
box and strike a line through that nominee(s) name. Touche as independent auditors for the year
Your shares will be voted for the remaining ending December 31, 1994.
nominee(s).
5.) In their discretion the Proxies are
authorized to vote upon such other
business as may properly come before
the meeting or adjournment thereof.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE SHAREHOLDER. IF THIS PROXY IS RETURNED
SIGNED BUT NO DIRECTION IS GIVEN, IT WILL BE VOTED "FOR" THE
ELECTION OF DIRECTORS AND "FOR" THE PROPOSALS.
-------------------------------------------------------------------
Mark box at right if comments
have been noted on the reverse / /
side of this card.

Mark box at right to request that
an Attendance Card to the Annual / /
Meeting be sent to you.

Please sign exactly as name appears hereon.
Joint owners should each sign. When signing
as attorney, executor, administrator or
guardian, please give full title as such.

X: X: Date:
------------------------- -------------------------- --------------------------
(Shareholder sign here) (Co-owner sign here)

</TABLE>
- --------------------------------------------------------------------------

MCN CORPORATION
500 Griswold
Detroit, Michigan 48226

DEAR SHAREHOLDER:

WE LOOK FORWARD TO MEETING YOU IF YOU ARE ABLE TO ATTEND THE ANNUAL MEETING AND
THANK YOU FOR PROMPTLY RETURNING YOUR PROXY CARD.

SINCERELY,

ALFRED R. GLANCY III
CHAIRMAN, PRESIDENT
& CHIEF EXECUTIVE OFFICER
<PAGE> 35
PROXY PROXY
MCN CORPORATION
500 Griswold
Detroit, Michigan 48226

DO YOU HAVE ANY COMMENTS?

_______________________________________________________________________________