DTE ENERGY CO, S-8, 1996-01-02

DTE ENERGY CO
S-8, 1996-01-02

Previous: DTE ENERGY CO, 424B3, 1996-01-02

Next: OPPENHEIMER INTERNATIONAL BOND FUND, 497, 1996-01-02

<PAGE> 1

As filed with the Securities Exchange Commission on January 2, 1996
Registration No. 33-__________

==============================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________

FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933

________________

DTE ENERGY COMPANY
(Exact name of issuer as specified in its charter)

Michigan 38-3217752
(State of Incorporation) (IRS Employer Identification No.)

2000 2nd Avenue, Detroit, Michigan 48226-1279
(Address of principal executive offices) (Zip Code)

_________________

DETROIT EDISON SAVINGS & INVESTMENT PLANS
(Full title of the plans)

Susan M. Beale, Vice President and Corporate Secretary
DTE Energy Company
2000 2nd Avenue, Detroit, Michigan 48226-1279

(Name and address of agent for service)

Telephone number, including area code, of agent for service
313-235-4000

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
Proposed
Title of Maximum
Securities Amount Aggregate Amount of
to be to be Offering Registration
Registered Registered (1) Price (2) Fee (3)
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Stock (without par value) 10,000,000 shares $345,000,000 $118,965.51

Interests in Plans............... Indeterminate
</TABLE>

(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this Registration Statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plans described herein.

(2) Estimated pursuant to Rule 457(c) and (h)(1) of the Securities Act of
1933, based upon the average of the high and low sales price of a share of The
Detroit Edison Company's Common Stock (for which DTE Common Stock was exchanged
on a share-for-share basis on January 1, 1996) on the New York Stock Exchange,
Inc. composite tape on December 28, 1995. The registration fee has been
calculated based upon the formula of 1/29 of 1% of proposed offering price. If a
formula of 1/50 of 1% of proposed offering price is utilized, the registration
fee would be $69,000.

(3) Pursuant to Rule 457(h)(2) a separate fee is not required for
interests in the Plans.
<PAGE> 2

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3 - Incorporation of Documents by Reference.

Registrant ("DTE Energy") and the Plans hereby incorporate by
reference in this Registration Statement:

(a) The Detroit Edison Company's Annual Report on Form 10-K for
the year ended December 31, 1994;

(b) The Detroit Edison Company's Quarterly Reports on Form 10-Q
for the quarters ended March 31, 1995, June 30, 1995 and September 30, 1995;

(d) Annual Report on Form 11-K for the year ended December 31,
1994 for Detroit Edison Savings & Investment Plan;

(e) Annual Report on Form 11-K for the year ended December 31,
1994 for Detroit Edison Savings & Investment Plan for Employees Represented by
Local 223 of the Utility Workers Union of America;

(f) Annual Report on Form 11-K for the year ended December 31,
1994 for Detroit Edison Savings & Investment Plan for Employees Represented by
Local 17 of the International Brotherhood of Electrical Workers;

(g) The description of Common Stock contained in DTE Energy's
Registration Statement on Form 8-B, dated January 2, 1996.

All reports and other documents filed by DTE Energy or The Detroit
Edison Company pursuant to Sections 13(a), 13(c), 14, 15(d) of the Securities
Exchange Act of 1934 prior to the filing of a post-effective amendment which
indicates that all securities offered pursuant to this Registration Statement
have been sold or which deregisters all securities remaining unsold under this
Registration Statement shall be deemed to be incorporated by reference in this
Registration Statement and to be made a part hereof from their respective dates
of filing.
<PAGE> 3

Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded to the extent that a statement
contained in this Registration Statement or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.

ITEM 5 - INTEREST OF NAMED EXPERTS AND COUNSEL

Christopher C. Nern, Vice President and General Counsel of Registrant,
is Vice President and General Counsel and an employee of The Detroit Edison
Company. Mr. Nern is a participant in the Detroit Edison Savings & Investment
Plan.

ITEM 6 - INDEMNIFICATION OF DIRECTORS AND OFFICERS

(a) Indemnification. Pursuant to Article VI of DTE
Energy's Amended and Restated Articles of Incorporation, the directors of DTE
Energy will not be personally liable to either DTE Energy or its shareholders
in the performance of their duties to the full extent permitted by law.

Article VII of DTE Energy's Amended and Restated Articles of Incorporation
provides that each person who is or was or had agreed to become a director or
officer of DTE Energy, or such person who is or was serving or who has agreed
to serve at the request of the Board of Directors as an employee or agent of
DTE Energy or as a director, officer, employee, or agent of another
corporation, partnership, joint venture, trust, or other enterprise (including
the heirs, executors, administrators, or estate of such person), shall be
indemnified by DTE Energy to the full extent permitted by the Michigan Business
Corporation Act or any other applicable laws as currently or hereafter in
effect. In addition, pursuant to the authority granted by Article VII of the
Amended and Restated Articles of Incorporation, DTE Energy has entered into
indemnification agreements with its officers and directors which provide for
indemnification to the maximum extent permitted by law. These agreements set
forth certain procedures for the advancement by DTE Energy of certain expenses
to the indemnitees.

Insofar as indemnification for liabilities arising under the Securities Act of
1933, as amended, may be permitted to directors, officers, or persons
controlling DTE Energy pursuant to the foregoing provisions, DTE Energy has
been informed that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.
<PAGE> 4

(b) Insurance. With respect to indemnification
liability, DTE Energy and its directors and officers in their capacities as
such are insured against liability for alleged wrongful acts to the extent
defined under three insurance policies providing aggregate coverage in the
amount of $85 million.

ITEM 8 - Exhibits
Exhibits filed herewith:

EXHIBIT NO.

4-2 The Detroit Edison Savings & Investment Plan dated as of March 1, 1995
4-3 First Amendment, effective as of January 1, 1996, to The Detroit
Edison Savings & Investment Plan
4-4 Second Amendment, effective as of January 1, 1996, to The Detroit
Edison Savings & Investment Plan
4-5 The Detroit Edison Savings & Investment Plan for Employees Represented
by Local 223 of the Utility Workers Union of America ("Local 223"),
dated as of March 1, 1995
4-6 First Amendment, effective as of January 1, 1996 to Local 223 Plan
4-7 Second Amendment, dated as of January 1, 1996, to Local 223 Plan
4-8 The Detroit Edison Savings & Investment Plan for Employees Represented
by Local 17 of the International Brotherhood of Electrical Workers
("Local 17"), dated as of March 1, 1995
4-9 First Amendment, effective as of Janary 1, 1996, to Local 17 Plan
4-10 First Amendment, effective as of February 1, 1995, to Master Trust
Agreement, dated as of June 30, 1994, between The Detroit Edison
Company and Fidelity Management Trust Company relating to the Detroit
Edison Savings & Investment Plans ("Master Trust")
4-11 Second Amendment, effective as of February 1, 1995, to Master Trust
4-12 Third Amendment, effective January 1, 1996, to the Master Trust
4-13 First Amendment, dated as of December 12, 1995, to Third Supplemental
Note Indenture, dated as of August 15, 1994
5-4 Opinion and Consent of Christopher C. Nern, Esq., Vice President and
General Counsel of DTE Energy Company
15-3 Awareness Letter of Deloitte & Touche LLP
23-5 Consent of Price Waterhouse LLP
23-6 Consent of Deloitte & Touche LLP

(b) Exhibits incorporated herein by reference:

EXHIBIT NO.

4(a) Amended and Restated Articles of Incorporation of DTE Energy
Company (Exhibit 3A(3.1) Form 8-B of DTE Energy, dated January 2, 1996)

4(b) Amended and Restated Bylaws of DTE Energy (Exhibit 3B(3.2) to Form 8-B
of DTE Energy, dated January 2, 1996)

4(c) Restated Articles of Incorporation, as amended, of Detroit Edison
(incorporated by reference to Exhibit 4-117 to the Form 10-Q of
Detroit Edison for the fiscal quarter ended March 31, 1993)
<PAGE> 5

4(d) Certificate containing resolution of the Board of Directors of Detroit
Edison establishing the Cumulative Preferred Stock, 7.75% Series
(incroporated by reference to Exhibit 4-134 of the Form 10-Q of
Detroit Edison for the quarter ended March 31, 1993)

4(e) Certificate containing resolutionof the Board of Directors
establishing the Cumulative Preferred Stock, 7.74% Series
(incorporated by reference to Exhibit 4-140 of the Form 10-Q of
Detroit Edison for the quarter ended March 31, 1993)

4(f) By-laws of The Detroit Edison Company as amended November 25, 1991
(Exhibit 4-118 to Detroit Edison's Form 10-K for year ended December
31, 1991)

4(g) Collateral Trust Indenture (notes), dated as of June 30, 1993 between
The Detroit Edison Company and Bankers Trust Company
(Exhibit 4-152 to Registration Statement No. 33-50325)

4(h) First Supplemental Note Indenture, dated as of June 30, 1993
(Exhibit 4-153 to Registration No. 33-50325)

4(i) Second Supplemental Note Indenture, dated as of September 15, 1993
(Exhibit 4-159 to The Detroit Edison Company's Form 10-Q
for quarter ended September 30, 1993)

4(j) Third Supplemental Note Indenture, dated as of August 15, 1994
(Exhibit 4-169 to The Detroit Edison Company's Form 10-Q for
quarter ended September 30, 1994)

4(k) Fourth Supplemental Note Indenture, dated as of August 15, 1995
(Exhibit 4-175 to The Detroit Edison Company's Form 10-Q
for the quarter ended September 30, 1995)

4(l) Mortgage and Deed of Trust, dated as of October 1, 1924, between
The Detroit Edison Company (File No. 1-2198) and Bankers Trust
Company as Trustee (Exhibit B-1 to Registration No. 22-1630 and
indentures supplemental thereto, dated as of dates indicated below,
and filed as exhibits to The Detroit Edison Company's filings as
set forth below:

</TABLE>
<PAGE> 6

<TABLE>
<S> <C>
April 1, 1991 Exhibit 4-111 to Form 10-Q for March 31, 1991
May 1, 1991 Exhibit 4-112 to Form 10-Q for June 30, 1991
May 15, 1991 Exhibit 4-113 to Form 10-Q for June 30, 1991
September 1, 1991 Exhibit 4-116 to Form 10-Q for September 30, 1991
November 1, 1991 Exhibit 4-119 to Form 10-K for December 31, 1991
January 15, 1992 Exhibit 4-120 to Form 10-K for December 31, 1991
February 29, 1992 Exhibit 4-121 to Form 10-Q for March 31, 1992
April 15, 1992 Exhibit 4-122 to Form 10-Q for June 30, 1992
July 15, 1992 Exhibit 4-123 to Form 10-Q for September 30, 1992
July 31, 1992 Exhibit 4-124 to Form 10-Q for September 30, 1992
November 30, 1992 Exhibit 4-130 to Registration No. 33-5496
January 1, 1993 Exhibit 4-131 to Registration No. 33-56496
March 1, 1993 Exhibit 4-141 to Form 10-Q for March 31, 1993
March 15, 1993 Exhibit 4-142 to Form 10-Q for March 31, 1993
April 1, 1993 Exhibit 4-143 to Form 10-Q for March 31, 1993
April 26, 1993 Exhibit 4-144 to Form 10-Q for March 31, 1993
May 31, 1993 Exhibit 4-148 to Registration No. 33-64296
June 30, 1993 Exhibit 4-149 to Form 10-Q for June 30, 1993
(1993 Series AP)
June 30, 1993 Exhibit 4-150 to Form 10-Q for June 30, 1993
(1993 Series H)
September 15, 1993 Exhibit 4-158 to Form 10-Q for September 30, 1993
March 1, 1994 Exhibit 4-163 to Registration No. 33-53207
June 15, 1994 Exhibit 4-166 to Form 10-Q for June 30, 1994
August 15, 1994 Exhibit 4-168 to Form 10-Q for September 30, 1994
December 1, 1994 Exhibit 4-169 to Form 10-K for December 31, 1994
August 1, 1995 Exhibit 4-174 to Form 10-Q for September 30, 1995
</TABLE>

4(m) Master Trust Agreement, dated as of June 30, 1994, between The Detroit
Edison Company and Fidelity Management Trust Company relating to the
Detroit Edison Savings & Investment Plans (Exhibit 4-167 to The Detroit
Edison Company's Form 10-Q for Quarter ended June 30, 1994).

ITEM 9. Undertakings

The registrant hereby undertakes:

1. To file, during any period in which offers or sales are being
made, a posteffective amendment to this registration statement which includes
any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to
such information in the registration statement.

2. That, for the purpose of determining any liability under the
Securities Act of 1933, each such posteffective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
<PAGE> 7

3. To remove from registration by means of a posteffective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 that it incorporated by reference
in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at the time shall be deemed to be the initial bona fide offering
thereof.

Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer, or controlling person of the
registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer, or controlling person in connection with
the securities being registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.
<PAGE> 8

SIGNATURES

The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned
thereunto duly authorized, in the City of Detroit, State of Michigan, on the
2nd day of January, 1996.

The Detroit Edison Company

By /s/ John E. Lobbia
------------------------------
(John E. Lobbia,
Chairman of the Board and
Chief Executive Officer)
<PAGE> 9

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
Principal Executive Officer:

/s/ John E. Lobbia Chairman of the Board and January 2, 1996
- ------------------------------------------- Chief Executive Officer
(John E. Lobbia)

Principal Operating Officer:

/s/ Anthony F. Earley, Jr. President, Chief Operating January 2, 1996
- ------------------------------------------- Officer and Director
(Anthony F. Earley, Jr.)

Principal Financial Officer:

/s/ Larry G. Garberding Executive Vice President, January 2, 1996
- ------------------------------------------- Chief Financial Officer and
(Larry G. Garberding) Director

Principal Accounting Officer:

/s/ Ronald W. Gresens Vice President and January 2, 1996
- ------------------------------------------- Controller
(Ronald W. Gresens)

</TABLE>
<PAGE> 10
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>

/s/ Terence E. Adderley Director January 2, 1996
- -------------------------------------------
(Terence E. Adderley)

/s/ Lillian Bauder Director January 2, 1996
- -------------------------------------------
(Lillian Bauder)

/s/ David Bing Director January 2, 1996
- -------------------------------------------
(David Bing)

/s/ Allan D. Gilmour Director January 2, 1996
- -------------------------------------------
(Allan D. Gilmour)

/s/ Theodore S. Leipprandt Director January 2, 1996
- -------------------------------------------
(Theodore S. Leipprandt)

/s/ Patricia S. Longe Director January 2, 1996
- -------------------------------------------
(Patricia S. Longe)

/s/ Eugene A. Miller Director January 2, 1996
- -------------------------------------------
(Eugene A. Miller)

/s/ Dean E. Richardson Director January 2, 1996
- -------------------------------------------
(Dean E. Richardson)

/s/ Alan E. Schwartz Director January 2, 1996
- -------------------------------------------
(Alan E. Schwartz)

/s/ William Wegner Director January 2, 1996
- -------------------------------------------
(William Wegner)

</TABLE>

<PAGE> 11

The Plans. Pursuant to the requirements of the Securities Act of
1933, the Detroit Edison Savings & Investment Plans have duly caused this
registration statement to be signed on their behalf by the undersigned,
thereunto duly authorized, in the City of Detroit, State of Michigan, on the
2nd day of January, 1996.

The Detroit Edison
Savings & Investment Plans

By Dennis P. McCafferty
---------------------------------
(Dennis P. McCafferty, Chairman of the
Savings & Investment Plan Committee)

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated:

<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
A. W. Anning Member January 2, 1996
- ----------------------------------
(Allen W. Anning)

Sandra J. Miller Member January 2, 1996
- ----------------------------------
(Sandra J. Miller)

</TABLE>
<PAGE> 12

EXHIBIT INDEX

EXHIBIT NO.

(b) Exhibits incorporated herein by reference:

<TABLE>
See Page Nos. ___
through ___ for location
of exhibits incorporated
EXHIBIT NO. by reference
- ----------- -------------------------
<S> <C> <C>
4(a) Amended and Restated Articles of Incorporation of DTE Energy
Company (Exhibit 3A(3.1) Form 8-B of DTE Energy, dated January 2, 1996)

4(b) Amended and Restated Bylaws of DTE Energy (Exhibit 3B(3.2) to Form 8-B
of DTE Energy, dated January 2, 1996)

4(c) Restated Articles of Incorporation, as amended, of Detroit Edison
(incorporated by reference to Exhibit 4-117 to the Form 10-Q of
Detroit Edison for the fiscal quarter ended March 31, 1993)

4(f) By-laws of The Detroit Edison Company as amended November 25, 1991
(Exhibit 4-118 to Detroit Edison's Form 10-K for year ended December
31, 1991)

4(g) Collateral Trust Indenture (notes), dated as of June 30, 1993 between
The Detroit Edison Company and Bankers Trust Company
(Exhibit 4-152 to Registration Statement No. 33-50325)

4(h) First Supplemental Note Indenture, dated as of June 30, 1993
(Exhibit 4-153 to Registration No. 33-50325)

4(i) Second Supplemental Note Indenture, dated as of September 15, 1993
(Exhibit 4-159 to The Detroit Edison Company's Form 10-Q
for quarter ended September 30, 1993)

4(j) Third Supplemental Note Indenture, dated as of August 15, 1994
(Exhibit 4-169 to The Detroit Edison Company's Form 10-Q for
quarter ended September 30, 1994)

4(k) Fourth Supplemental Note Indenture, dated as of August 15, 1995
(Exhibit 4-175 to The Detroit Edison Company's Form 10-Q
for the quarter ended September 30, 1995)

<TABLE>
<S> <C>
September 1, 1947 Exhibit B-20 to Registration No. 2-7136
October 1, 1968 Exhibit 2-B-33 to Registration No. 2-30096
November 15, 1971 Exhibit 2-B-38 to Registration No. 2-42160
January 15, 1973 Exhibit 2-B-39 to Registration No. 2-46595
June 1, 1978 Exhibit 2-B-51 to Registration No. 61643
June 30, 1982 Exhibit 4-30 to Registration No. 2-78941
August 15, 1982 Exhibit 4-32 to Registration No. 2-79674
October 15, 1985 Exhibit 4-170 to Form 10-K for December 31, 1994
November 30, 1987 Exhibit 4-139 to Form 10-K for December 31, 1992
July 15, 1989 Exhibit 4-171 to Form 10-K for December 31, 1994
December 1, 1989 Exhibit 4-172 to Form 10-K for December 31, 1994
February 15, 1990 Exhibit 4-173 to Form 10-K for December 31, 1994
November 1, 1990 Exhibit 4-110 to Form 10-K for December 31, 1990
April 1, 1991 Exhibit 4-111 to Form 10-Q for March 31, 1991
May 1, 1991 Exhibit 4-112 to Form 10-Q for June 30, 1991
May 15, 1991 Exhibit 4-113 to Form 10-Q for June 30, 1991
September 1, 1991 Exhibit 4-116 to Form 10-Q for September 30, 1991
November 1, 1991 Exhibit 4-119 to Form 10-K for December 31, 1991
January 15, 1992 Exhibit 4-120 to Form 10-K for December 31, 1991
February 29, 1992 Exhibit 4-121 to Form 10-Q for March 31, 1992
April 15, 1992 Exhibit 4-122 to Form 10-Q for June 30, 1992
July 15, 1992 Exhibit 4-123 to Form 10-Q for September 30, 1992
July 31, 1992 Exhibit 4-124 to Form 10-Q for September 30, 1992
November 30, 1992 Exhibit 4-130 to Registration No. 33-5496
January 1, 1993 Exhibit 4-131 to Registration No. 33-56496
March 1, 1993 Exhibit 4-141 to Form 10-Q for March 31, 1993
March 15, 1993 Exhibit 4-142 to Form 10-Q for March 31, 1993
April 1, 1993 Exhibit 4-143 to Form 10-Q for March 31, 1993
April 26, 1993 Exhibit 4-144 to Form 10-Q for March 31, 1993
May 31, 1993 Exhibit 4-148 to Registration No. 33-64296
June 30, 1993 Exhibit 4-149 to Form 10-Q for June 30, 1993
(1993 Series AP)
June 30, 1993 Exhibit 4-150 to Form 10-Q for June 30, 1993
(1993 Series H)
September 15, 1993 Exhibit 4-158 to Form 10-Q for September 30, 1993
March 1, 1994 Exhibit 4-163 to Registration No. 33-53207
June 15, 1994 Exhibit 4-166 to Form 10-Q for June 30, 1994
August 15, 1994 Exhibit 4-168 to Form 10-Q for September 30, 1994
December 1, 1994 Exhibit 4-169 to Form 10-K for December 31, 1994
August 1, 1995 Exhibit 4-174 to Form 10-Q for September 30, 1995
</TABLE>

<PAGE> 1
EXHIBIT 4.2

THE DETROIT EDISON

SAVINGS & INVESTMENT PLAN

AS AMENDED AS OF MARCH 1, 1995

<PAGE> 2

THE DETROIT EDISON
SAVINGS & INVESTMENT PLAN
AS AMENDED AS OF MARCH 1, 1995

TABLE OF CONTENTS

PAGE

ARTICLE I PURPOSE . . . . . . . . . . . . . . . . . . . 1

ARTICLE II DEFINITIONS . . . . . . . . . . . . . . . . . 2

ARTICLE III ELIGIBILITY AND PARTICIPATION . . . . . . . . 20

SECTION 3.1 ELIGIBILITY . . . . . . . . . . . . . . . 20
SECTION 3.2 PARTICIPATION . . . . . . . . . . . . . . 20

ARTICLE IV EMPLOYE CONTRIBUTIONS AND ELECTIVE
EMPLOYER CONTRIBUTIONS . . . . . . . . . . 22

SECTION 4.1 EMPLOYE CONTRIBUTIONS . . . . . . . . . . 22
SECTION 4.2 ELECTIVE EMPLOYER CONTRIBUTIONS . . . . . . 22
SECTION 4.3 METHOD FOR EMPLOYE OR ELECTIVE
EMPLOYER CONTRIBUTIONS . . . . . . . . 25
SECTION 4.4 CHANGE OF EMPLOYE OR ELECTIVE
EMPLOYER CONTRIBUTIONS . . . . . . . . . 25
SECTION 4.5 SUSPENSION OF EMPLOYE OR ELECTIVE
EMPLOYER CONTRIBUTIONS . . . . . . . . . 26
SECTION 4.6 NONDISCRIMINATION TESTING . . . . . . . . . 29
SECTION 4.7 DIRECT ROLLOVER CONTRIBUTIONS . . . . . . . 35

ARTICLE V MATCHING EMPLOYER CONTRIBUTIONS. . . . . . . . 36

SECTION 5.1 AMOUNT AND PAYMENT OF MATCHING
EMPLOYER CONTRIBUTIONS . . . . . . . . . 36
SECTION 5.2 MATCHING EMPLOYER CONTRIBUTIONS AND
ELECTIVE EMPLOYER CONTRIBUTIONS TO
BE PAID FROM EARNINGS . . . . . . . . . 36
SECTION 5.3 REDUCTION OF MATCHING EMPLOYER
CONTRIBUTIONS BY FORFEITURES . . . . . . 37
SECTION 5.4 RETURN OF MATCHING EMPLOYER
CONTRIBUTIONS . . . . . . . . . . . . . 37

<PAGE> 3

PAGE

ARTICLE VI FUNDS . . . . . . . . . . . . . . . . . . . . 38

SECTION 6.1 ESTABLISHMENT OF FUNDS . . . . . . . . . . 38
SECTION 6.2 CONTROL AND MANAGEMENT OF ASSETS . . . . . 42
SECTION 6.3 DETROIT EDISON COMMON STOCK FUND . . . . . 42
SECTION 6.4 BENEFITS TO BE PAID FROM TRUST . . . . . . 44

ARTICLE VII INVESTMENT AND LOANS . . . . . . . . . . . . 45

SECTION 7.1 INVESTMENT OF CONTRIBUTIONS . . . . . . . . 45
SECTION 7.2 CHANGE IN INVESTMENT DIRECTION . . . . . . 47
SECTION 7.3 TRANSFER OF INVESTMENT . . . . . . . . . . 48
SECTION 7.4 LOAN ACCOUNTS . . . . . . . . . . . . . . 50

ARTICLE VIII ACCOUNTS . . . . . . . . . . . . . . . . . . 53

SECTION 8.1 ESTABLISHMENT OF ACCOUNTS . . . . . . . . 53
SECTION 8.2 MEASURE OF ACCOUNTS . . . . . . . . . . . 53
SECTION 8.3 VALUATION OF FUNDS . . . . . . . . . . . . 56
SECTION 8.4 VALUATION OF ACCOUNTS . . . . . . . . . . 57

ARTICLE IX MATURING OF PLAN YEARS - VESTING . . . . . . 58

SECTION 9.1 MATURING OF PLAN YEARS . . . . . . . . . . 58
SECTION 9.2 VESTING . . . . . . . . . . . . . . . . . 59

ARTICLE X DISTRIBUTIONS AND WITHDRAWALS . . . . . . . . 63

SECTION 10.1 DISTRIBUTION UPON RETIREMENT,
DISABILITY OR DEATH . . . . . . . . . . 63
SECTION 10.2 DISTRIBUTION UPON TERMINATION
OF EMPLOYMENT . . . . . . . . . . . . . 64
SECTION 10.3 WITHDRAWAL OF EMPLOYE AND MATCHING
EMPLOYER CONTRIBUTIONS DURING
EMPLOYMENT . . . . . . . . . . . . . . 65
SECTION 10.4 WITHDRAWAL OF ELECTIVE EMPLOYER
CONTRIBUTIONS AFTER ATTAINING
AGE 59-1/2 . . . . . . . . . . . . . . 67

<PAGE> 4

PAGE

SECTION 10.5 WITHDRAWAL OF ELECTIVE EMPLOYER
CONTRIBUTIONS DUE TO HARDSHIP . . . . 70
SECTION 10.5.5 DIRECT ROLLOVER OF ELIGIBLE ROLLOVER
DISTRIBUTION . . . . . . . . . . . . 76

SECTION 10.6 RESTORATION . . . . . . . . . . . . . . 77
SECTION 10.7 SUSPENSION OF PARTICIPATION AND
TRANSFER OF EMPLOYMENT . . . . . . . 79
SECTION 10.8 FORM OF DISTRIBUTIONS . . . . . . . . . 80
SECTION 10.9 TIME OF DISTRIBUTIONS . . . . . . . . . 83
SECTION 10.10 INABILITY TO LOCATE PAYEE . . . . . . . . 85
SECTION 10.11 DOMESTIC ORDERS . . . . . . . . . . . . . 85

ARTICLE XI LIMITATIONS AND TOP HEAVY PROVISIONS . . . . 87

SECTION 11.1 LIMITS . . . . . . . . . . . . . . . . . 87
SECTION 11.2 TOP HEAVY PROVISIONS . . . . . . . . . . 94

ARTICLE XII BENEFICIARY IN EVENT OF DEATH . . . . . . . 99

ARTICLE XIII ADMINISTRATION . . . . . . . . . . . . . .100

SECTION 13.1 NAMED FIDUCIARIES AND APPOINTMENT
OF THE COMMITTEE . . . . . . . . . .100
SECTION 13.2 CONDUCT OF THE BUSINESS
OF THE COMMITTEE . . . . . . . . . . .100
SECTION 13.3 RECORDS AND REPORTS OF
THE COMMITTEE . . . . . . . . . . . .100
SECTION 13.4 DUTIES OF THE COMMITTEE AND THE
BOARD OF DIRECTORS . . . . . . . . .101
SECTION 13.5 RESPONSIBILITIES OF THE BOARD OF
DIRECTORS, THE CHAIRMAN OF THE
BOARD OF DIRECTORS, THE COMMITTEE,
AND THE TRUSTEES . . . . . . . . . .102
SECTION 13.6 ALLOCATION AND DELEGATION OF DUTIES
AND RESPONSIBILITIES . . . . . . . .103
SECTION 13.7 PROCEDURE FOR THE ALLOCATION OR
DELEGATION OF FIDUCIARY DUTIES . . .103
SECTION 13.8 EXPENSES . . . . . . . . . . . . . . . .104

iii

<PAGE> 5

PAGE

SECTION 13.9 INDEMNIFICATION . . . . . . . . . . . . . . 104

ARTICLE XIV CLAIMS PROCEDURE . . . . . . . . . . . . . . . 106

SECTION 14.1 FILING OF CLAIMS . . . . . . . . . . . . . . 106
SECTION 14.2 APPEAL OF CLAIMS . . . . . . . . . . . . . . 106
SECTION 14.3 REVIEW OF APPEALS . . . . . . . . . . . . . 106

ARTICLE XV MERGER OR CONSOLIDATION . . . . . . . . . . . . 107

AARTICLE XVI NON-ALIENATION OF BENEFITS . . . . . . . . . . 108

ARTICLE XVII AMENDMENTS . . . . . . . . . . . . . . . . . . 109

ARTICLE XVIII TERMINATION . . . . . . . . . . . . . . . . . . 110

SECTION 18.1 AUTHORITY TO TERMINATE . . . . . . . . . . . 110
SECTION 18.2 DISTRIBUTION UPON TERMINATION . . . . . . . 110

ARTICLE XIX MERGER OF SYNDECO, INC. 401(K) PROFIT SHARING
PLAN . . . . . . . . . . . . . . . . . . . . . 111

ARTICLE XX PLAN CONFERS NO RIGHT TO EMPLOYMENT . . . . . . 113

ARTICLE XXI CONSTRUCTION . . . . . . . . . . . . . . . . . 114

SECTION 21.1 GOVERNING LAW . . . . . . . . . . . . . . . . 114
SECTION 21.2 HEADINGS . . . . . . . . . . . . . . . . . . . 114

<PAGE> 6

THE DETROIT EDISON
SAVINGS & INVESTMENT PLAN

Effective, March 1, 1995, The Detroit Edison Savings & Investment Plan shall
be restated in its entirety to provide as follows:

ARTICLE I
PURPOSE

SECTION 1.1. The Detroit Edison Savings & Investment Plan is designed to
encourage and assist Eligible Employes in a long-range program of savings.
This program will help Eligible Employes meet their financial needs and
supplement their retirement income.

SECTION 1.2. The Plan is established with the intent that it shall
qualify under Section 401(a) and 401(k) of the Code, and that the Trust Fund
shall be exempt from Federal income tax under Section 501(a) of the Code.

1
<PAGE> 7

ARTICLE II
DEFINITIONS

The words and phrases hereinafter defined shall mean:

SECTION 2.1. "ACCOUNT" shall mean the separate account maintained for
each Participant pursuant to Section 8.1 which represents his or her interest
in the Trust Fund as of any Valuation Date and consists of the sum of a
Participant's Employe Contribution Account, Elective Employer Contribution
Account and Matching Employer Contribution Account, and effective March 1,
1995, Direct Rollover Contribution Account.

SECTION 2.2. "ACCOUNTING PERIOD" shall mean a calendar month.

SECTION 2.3. "ACTUAL CONTRIBUTION PERCENTAGE FOR ALL ELIGIBLE HIGHLY
COMPENSATED EMPLOYES" shall mean the average of the Actual Contribution Ratios
of all Highly Compensated Eligible Employes.

SECTION 2.4. "ACTUAL CONTRIBUTION PERCENTAGE FOR ALL ELIGIBLE NON-HIGHLY
COMPENSATED EMPLOYES" shall mean the average of the Actual Contribution Ratios
of all Non-Highly Compensated Eligible Employes.

SECTION 2.5. "ACTUAL CONTRIBUTION RATIO" shall be the ratio of the sum
of an Eligible Employe's Employe Contributions and Matching Employer
Contributions to the Eligible Employe's Total Compensation for the Plan Year.
An Eligible Employe who does not

<PAGE> 8

make an Employe Contribution or who does not have a Matching Employer
Contribution made on his or her behalf to the Plan for the Plan Year shall have
an Actual Contribution Ratio of zero for that Plan Year.

SECTION 2.6. "ACTUAL DEFERRAL RATIO" shall be the ratio of an Eligible
Employe's Elective Employer Contributions for the Plan Year, including, if the
Eligible Employe is a Highly Compensated Employe, his or her Excess Elective
Employer Contribution Deferrals for the Plan Year, to the Eligible Employe's
Total Compensation for the Plan Year. An Eligible Employe who does not make an
Elective Employer Contribution to the Plan for the Plan Year shall have an
Actual Deferral Ratio of zero for that Plan Year.

SECTION 2.6.5. "AFFILIATE" shall mean any corporation which is considered
part of the controlled group of corporations, within the meaning of Section
414(b) of the Code, of which The Detroit Edison Company is a member.

SECTION 2.7. "AVERAGE DEFERRAL PERCENTAGE FOR ALL HIGHLY COMPENSATED
ELIGIBLE EMPLOYES" shall mean the average of the Actual Deferral Ratios of all
Highly Compensated Eligible Employes.

SECTION 2.8. "AVERAGE DEFERRAL PERCENTAGE FOR ALL NON-HIGHLY COMPENSATED
ELIGIBLE EMPLOYES" shall mean the average of the Actual Deferral Ratios of all
Non-Highly Compensated Eligible Employes.

3
<PAGE> 9

SECTION 2.9. "BASIC COMPENSATION" shall mean the lesser of (a) the normal
pay for a basic work week (including alternative work schedules) before taking
into account Elective Employer Contributions, before any salary reductions
elected under The Detroit Edison Company Flexible Spending Plan and after the
addition of shift premium, step-up pay, work area differential and Sunday work
premium; or (b) actual pay for a work week before taking into account Elective
Employer Contributions, before any salary reductions elected under The Detroit
Edison Company Flexible Spending Plan and after the addition of overtime, shift
premium, step-up pay, work area differential and Sunday work premium.
Effective starting with the second pay period ending in May, 1994, Basic
Compensation shall mean pay for a normal forty-hour period before taking into
account Elective Employer Contributions under the Plan, before any salary
reductions under the Flexible Spending Plan, after the addition of shift, area,
step-up and Sunday premiums, but excluding overtime premiums, and reduced by
reported unpaid absences. Notwithstanding the foregoing, for employes on
Alternative Work Schedules, Basic Compensation shall mean either: (a) for
employes working a total of 80 or more hours in a bi-weekly pay period, normal
pay for a 40 hour work week, so long as the total hours pay included in Basic
Compensation in a bi-weekly pay period do not exceed 80; or (b) for employes
who work less than 80 hours in a bi-weekly pay period, pay for actual hours
worked during that bi-weekly period. Basic Compensation shall also include any
payments made to employes to compensate them on a cash basis for the transition
of all Company employes to a bi-weekly payroll period. For plan years beginning
after December 31, 1988, an

<PAGE> 10

employe's Basic Compensation in excess of $200,000 shall be disregarded for
purposes of determining Basic Compensation, provided, however, that such
$200,000 limitation shall be deemed to be automatically adjusted from time to
time as and when cost of living adjustments are prescribed by the Secretary of
the Treasury in accordance with Section 415(d) of the Code. For plan years
beginning after December 31, 1993, an Employe's Basic Compensation in excess of
$150,000 shall be disregarded for purposes of determining Basic Compensation,
provided, however, that such $150,000 shall be deemed to be automatically
adjusted from time to time as and when cost of living adjustments are
prescribed by the Secretary of the Treasury in accordance with Sections 415(d)
and 401(a)(17)(B) of the Code.

SECTION 2.9.5. "BASIC ELECTIVE EMPLOYER CONTRIBUTIONS" shall mean the
amount of money contributed by a Participant under Section 4.2 which is not
more than 6% of a Participant's Basic Compensation increased to the next whole
dollar amount, subject to the limitations set forth in Section 4.2. Effective
with the first pay period in April, 1994, "BASIC ELECTIVE EMPLOYER
CONTRIBUTIONS" shall mean the amount of money contributed by a Participant
under Section 4.2 which is not more than 8% of a Participant's Basic
Compensation increased to the next whole dollar amount, subject to the
limitations set forth in Section 4.2. Effective with the second pay period
ending in May, 1994, "BASIC ELECTIVE EMPLOYER CONTRIBUTIONS" shall mean the
amount of money contributed by a Participant under Section 4.2 which is not
more than 8% of a

5
<PAGE> 11

Participant's Basic Compensation subject to the limitations set forth in
Section 4.2.

SECTION 2.9.6. "BASIC EMPLOYE CONTRIBUTIONS" shall mean the amount of
money contributed by a Participant under Section 4.1 which, when added to the
Participant's Basic Elective Employer Contributions, is equal to 6% of the
Participant's Basic Compensation increased to the next whole dollar amount,
subject to the limitations set forth in Section 4.1. If the amount of money
contributed by a Participant under Section 4.1, when combined with a
Participant's Basic Elective Employer Contributions, is less than 6% of the
Participant's Basic Compensation, the total amount of money contributed by the
Participant under Section 4.1 shall be considered Basic Employe Contributions.
Effective with the first pay period in April, 1994, "BASIC EMPLOYE
CONTRIBUTIONS" shall mean the amount of money contributed by a Participant
under Section 4.1 which, when added to the Participant's Basic Elective
Employer Contributions, is equal to 8% of the Participant's Basic Compensation
increased to the next whole dollar amount, subject to the limitations set forth
in Section 4.1. Effective with the second pay period ending in May, 1994,
"BASIC EMPLOYE CONTRIBUTIONS" shall mean the amount of money contributed by a
Participant under Section 4.1 which, when added to the Participant's Basic
Elective Employer Contributions, is equal to 8% of the Participant's Basic
Compensation, subject to the limitations set forth in Section 4.1. If the
amount of money contributed by a Participant under Section 4.1, when combined
with a Participant's Basic Elective Employer Contributions, is less than 8% of
the

6
<PAGE> 12

Participant's Basic Compensation, the total amount of money contributed by the
Participant under Section 4.1 shall be considered Basic Employe Contributions.

SECTION 2.9.8. "BENEFIT PLAN ADMINISTRATION" shall mean the Benefit Plan
Administration Section of the Treasurer's Organizational Unit of the Company.

SECTION 2.10. "BOARD OF DIRECTORS" shall mean the Board of Directors of
the Company.

SECTION 2.10.5. "CHAIRMAN OF THE BOARD OF DIRECTORS" shall mean that
person holding the position of Chairman of the Board of Directors of the
Company.

SECTION 2.11. "CODE" shall mean the Internal Revenue Code of 1986, as
amended.

SECTION 2.12. "COMMITTEE" shall mean the Savings Plan Committee of the
Company appointed by the Chairman of the Board of Directors.

SECTION 2.13. "COMPANY" shall mean The Detroit Edison Company.

SECTION 2.14. "DETROIT EDISON COMMON STOCK" shall mean shares of Common
Stock of The Detroit Edison Company.

7
<PAGE> 13

SECTION 2.15. "DETROIT EDISON COMMON STOCK FUND" shall mean the Fund
established pursuant to Section 6.1(c).

SECTION 2.15.5. "DIRECTED ACCOUNT CASH FUND" shall mean the Fund
established pursuant to Section 6.1(d). Effective January 1, 1993, this
Section 2.15.5 is deleted.

SECTION 2.15.6. "DIRECT ROLLOVER" shall mean, effective January 1, 1993,
an Eligible Rollover Distribution that is paid directly to an Eligible
Retirement Plan specified by the Distributee.

SECTION 2.15.7. "DIRECT ROLLOVER CONTRIBUTION ACCOUNT" shall mean,
effective March 1, 1995, the account maintained for a Participant to record his
or her Direct Rollover Contributions and adjustments thereto.

SECTION 2.15.8. "DIRECT ROLLOVER CONTRIBUTION" shall mean, effective
March 1, 1995, any amount contributed to the Plan in accordance with Section
4.7.

SECTION 2.16. "DISABILITY" shall mean the termination of employment by a
Participant other than by his or her death because the Participant is totally
disabled and entitled to benefits under The Detroit Edison Long Term Disability
Benefits Plan.

8
<PAGE> 14

SECTION 2.16.5. "DISCRETIONARY ACCOUNT CASH FUND" shall mean, effective
January 1, 1993, the Fund established pursuant to Section 6.1(e). Effective
June 30, 1994, this Section 2.16.5 is deleted.

SECTION 2.16.6. "DISTRIBUTEE" shall mean, effective January 1, 1993, a
Participant, the surviving spouse of a deceased Participant or a spouse or
former spouse of a Participant who is an alternate payee under a qualified
domestic relations order.

SECTION 2.17. "DIVERSIFIED EQUITIES FUND" shall mean the Fund established
pursuant to Section 6.1(a). Effective June 30, 1994, this Section 2.17 is
deleted.

SECTION 2.18. "EFFECTIVE DATE" shall mean June 6, 1983.

SECTION 2.19. "ELECTIVE EMPLOYER CONTRIBUTION ACCOUNT" shall mean the
account maintained for a Participant to record his or her portion of Elective
Employer Contributions and adjustments thereto.

SECTION 2.20. "ELECTIVE EMPLOYER CONTRIBUTIONS" shall mean monies
received by the Trustee resulting from a Participant's action under Section 4.2
which are credited to the Participant's Elective Employer Contribution Account
and adjustments thereto. Effective January 1, 1992, "Elective Employer
Contributions" shall mean the sum of a Participant's Basic Elective Employer
Contributions and Supplemental Elective Employer Contributions.

9
<PAGE> 15

SECTION 2.21.5. "ELIGIBLE RETIREMENT PLAN" shall mean, effective January
1, 1993, an individual retirement account described in section 401(a) of the
Code, an individual retirement annuity described in section 408(b) of the Code,
an annuity plan described in section 403(a) of the Code, or a qualified trust
described in section 401(a) of the Code, that accepts the Distributee's
Eligible Rollover Distribution. However, in the case of an Eligible Rollover
Distribution to the surviving spouse, an Eligible Retirement Plan is an
individual retirement account or individual retirement annuity.

10
<PAGE> 16

the Participant has attained the age of 70 1/2; (3) the portion of a
distribution which is not included in the Distributee's gross income
(determined without regard to the exclusion for net unrealized appreciation
with respect to employer securities); (4) corrective distributions of Elective
Employer Contributions and Employe Contributions under Section 4.6 of the Plan;
(5) distributions from the Plan which represent amounts returned to the
Participants pursuant to Section 11.1 of the Plan; and (6) a deemed
distribution resulting from a Plan loan which will otherwise fail to satisfy
the requirements of Code Section 72.

SECTION 2.22. "EMPLOYE" shall mean an individual in the employ of an
Employer. Effective for services performed on or after January 1, 1987, for
purposes of complying with the requirements of Section 414(n)(3) of the Code
only, a Leased Employe shall be considered an Employe of the Company.
Notwithstanding the foregoing, if such Leased Employes collectively constitute
less than twenty percent (20%) of the Company's non-highly compensated
workforce within the meaning of Section 414(n)(5)(C)(ii) of the Code, the term
"Employe" shall not include those leased employes covered by a plan described
in Section 414(n)(5) of the Code. In addition, the term "Employe" shall not
include any leased employes which may be excluded pursuant to regulations of
the Secretary of the Treasury promulgated pursuant to Section 414(c) of the
Code. In no event shall a Leased Employe become a Participant in, or accrue
benefits under, the Plan based on service as a leased employe only.

11
<PAGE> 17

SECTION 2.23. "EMPLOYE CONTRIBUTION ACCOUNT" shall mean the account
maintained for a Participant to record his or her Employe Contributions and
adjustments thereto.

SECTION 2.24. "EMPLOYE CONTRIBUTIONS" shall mean that amount contributed
to the Plan by a Participant which is not less than 1% nor more than 6% of the
Participant's Basic Compensation increased to the next whole dollar amount,
subject to the limitations set forth in Section 4.1, which is credited to the
Participant's Employe Contribution Account. Effective January 1, 1992,
"Employe Contributions" shall mean the sum of a Participant's Basic Employe
Contributions and Supplemental Employe Contributions.

SECTION 2.25. "EMPLOYER" shall mean the Company or any Participating
Affiliate.

SECTION 2.26. "ENROLLMENT DATE" shall mean the Effective Date of the Plan
and the first day of each month thereafter. Effective June 30, 1994,
Enrollment Date shall mean the first day of the first pay period which ends in
the month.

SECTION 2.27. "ENROLLMENT FORM" shall mean the form prescribed by the
Committee which authorizes the Employer of a Participant to withhold a
specified percentage of a Participant's Basic Compensation each pay period and
to pay such amount to the Trustee for investment under the Plan.

12
<PAGE> 18

SECTION 2.27.5. "EXCESS ELECTIVE EMPLOYER CONTRIBUTION DEFERRALS" shall
mean the amount of a Participant's Elective Employer Contributions for the
taxable year of the Participant which, when combined with any other elective
deferrals made by the Participant for the same taxable year to any other
qualified plans of any member of the controlled group of corporations (within
the meaning of Section 414(b) of the Code) of which an Employer is a member,
exceeds $7,000, as automatically adjusted from time to time as and when cost of
living adjustments are prescribed by the Secretary of the Treasury in
accordance with Section 415(d) of the Code.

SECTION 2.28. "FUNDS" shall mean the investment funds established
pursuant to Section 6.1. When used in the singular, "Fund" shall mean one of
such Funds.

SECTION 2.29. "GOVERNMENT OBLIGATIONS FUND" shall mean the Fund
established pursuant to Section 6.1(b). Effective January 1, 1993, this
Section 2.29 is deleted.

13
<PAGE> 19

year; or (3) was an officer of the Employer and received Total Compensation
during such year that is greater than 50 percent of the dollar limitation in
effect under Section 415(b)(1)(A) of the Code. In addition, an Employe is a
Highly Compensated Employe if the Employe is a five percent owner of the
Employer at any time during the "look-back" or "determination" years or if the
Employe is described hereinabove when "determination year" is substituted for
"look-back year," and the Employe is one of the 100 employes who received the
most Total Compensation from the Employer during the determination year.

If no officer has satisfied the compensation requirement of (3) above
during either a determination year or look-back year, the highest paid officer
for such year shall be treated as a Highly Compensated Employe.

For this purpose, the determination year shall be the plan year. The
look-back year shall be the twelve-month period immediately preceding the
determination year.

14
<PAGE> 20

shall be treated as a single Employe receiving compensation and plan
contributions or benefits equal to the sum of such compensation and Plan
contributions or benefits of the family member and five percent owner or
top-ten Highly Compensated Employe. For purposes of this section, family
member includes the spouse, lineal ascendants and descendants of the Employe or
former employe and the spouses of such lineal ascendants and descendants.

The determination of who is a Highly Compensated Employe, including the
determinations of the number and identity of Employes in the top-paid group,
the top 100 Employes, the number of Employes treated as officers and the
compensation that is considered, will be made in accordance with Section 414(q)
of the Code and the regulations thereunder.

Notwithstanding the foregoing, for Plan Years which commence on or after
January 1, 1987 and end on or before December 31, 1988, a Highly Compensated
Employe shall mean any employe who receives Total Compensation in excess of
$50,000 from the Employer during the Plan Year.

SECTION 2.31. "HIGHLY COMPENSATED ELIGIBLE EMPLOYE" means a Highly
Compensated Employe who is an Eligible Employe.

SECTION 2.31.5. "INTEREST INCOME FUND" shall mean the Fund established
pursuant to Section 6.1(e). Effective January 1, 1993, this Section 2.31.5 is
deleted.

15
<PAGE> 21

SECTION 2.32. "INVESTMENT MANAGER" OR "INVESTMENT MANAGERS" shall mean an
investment manager or managers as required by Section 3(38) of the Employee
Retirement Income Security Act of 1974, as amended.

SECTION 2.33. "LEASED EMPLOYE" shall mean an individual who satisfies the
requirements of Section 414(n)(2) of the Code.

SECTION 2.34. "LOAN ACCOUNT" shall mean the separate Loan Account
maintained for a Participant established pursuant to Section 7.4 and the
Committee Regulations promulgated thereunder.

SECTION 2.35. "MATCHING EMPLOYER CONTRIBUTIONS" shall mean the amounts
contributed to the Plan by an Employer on behalf of Participants as provided in
Section 5.1 of the Plan which are credited to each Participant's Matching
Employer Contribution Account.

SECTION 2.36. "MATCHING EMPLOYER CONTRIBUTION ACCOUNT" shall mean the
account maintained for a Participant to record his or her portion of Matching
Employe Contributions and adjustments thereto.

SECTION 2.37. "NON-HIGHLY COMPENSATED EMPLOYE" shall mean any Employe who
is not a Highly Compensated Employe.

SECTION 2.38. "NON-HIGHLY COMPENSATED ELIGIBLE EMPLOYE" shall mean any
Eligible Employe who is not a Highly Compensated Employe.

16
<PAGE> 22

SECTION 2.39. "NON-MATURED AMOUNTS" shall mean funds which, as of the
date of determination, are attributable to Matching Employer Contributions
during the current Plan Year, the three immediately preceding Plan Years and
the earnings thereon.

SECTION 2.40. "NON-VESTED AMOUNTS" shall mean funds which, as of the date
of determination, are attributable to Matching Employer Contributions during
the current Plan Year, the three immediately preceding Plan Years, and the
earnings thereon, provided, however, that the Employe does not have five years
of service with the Employer as defined in Section 9.2(a), or any member of the
controlled group of corporations (within the meaning of section 414(b) of the
Code) of which the Employer is a member, as defined by Section 9.2(a)(2).

SECTION 2.41. "PARTICIPANT" shall mean an Eligible Employe participating
in the Plan.

SECTION 2.41.5. "PARTICIPATING AFFILIATE" shall mean an affiliate of the
Company which adopts the Plan with the approval of the Chairman of the Board of
Directors of the Affiliate and the Chairman of the Board of Directors of the
Company. As a condition to participating in the Plan, such Affiliate shall
authorize the Chairman of the Board of Directors of the Company and the
Committee to act for it in all matters arising under the Plan and shall agree
to comply with such other terms and conditions as may be imposed by the
Chairman of the Board of Directors of the Company.

17
<PAGE> 23

SECTION 2.42. "PARTICIPATING SUBSIDIARY" shall mean a Subsidiary of the
Company which adopts the Plan with the approval of the Chairman of the Board of
Directors of the Subsidiary and the Chairman of the Board of Directors of the
Company. As a condition to participating in the Plan, such Subsidiary shall
authorize the Chairman of the Board of Directors of the Company and the
Committee to act for it in all matters arising under the Plan and shall agree
to comply with such other terms and conditions as may be imposed by the
Chairman of the Board of Directors of the Company. Effective December 31,
1994, this Section 2.42 is deleted.

SECTION 2.43. "PAY ROLL" shall mean the Pay Roll Organizational Unit of
the Company. Effective June 30, 1994 this Section 2.43 is deleted.

SECTION 2.44. "PLAN" shall mean The Detroit Edison Company Employes'
Savings Plan, and all amendments thereto. Effective June 30, 1994, "Plan"
shall mean The Detroit Edison Savings & Investment Plan, and all amendments
thereto.

SECTION 2.45. "PLAN YEAR" shall mean the period beginning with the
Effective Date of the Plan and ending December 31 of the same year and each
calendar year thereafter.

SECTION 2.46. "RETIREMENT" shall mean the termination of employment by a
Participant other than by his or her death or Disability where the Participant
has attained the age of 65.

18
<PAGE> 24

SECTION 2.46.5. "SHORT & INTERMEDIATE TERM BOND FUND" shall mean,
effective January 1, 1993, the Fund established pursuant to Section 6.1(d).
Effective June 30, 1994, this Section 2.46.5 is deleted.

SECTION 2.47. "SUBSIDIARY" shall mean any corporation of which more than
50% of the voting stock is owned directly or indirectly by The Detroit Edison
Company. Effective December 31, 1994, this Section 2.47 is deleted.

SECTION 2.47.5. "SUPPLEMENTAL ELECTIVE EMPLOYER CONTRIBUTIONS" shall mean
the amount of money contributed by the Participant under Section 4.2 which
exceeds the Participant's Basic Elective Employer Contributions and which does
not qualify for any Matching Employer Contributions under Section 5.1 of the
Plan.

SECTION 2.47.6. "SUPPLEMENTAL EMPLOYE CONTRIBUTIONS" shall mean the
amount of money contributed by a Participant under Section 4.1 which exceeds
the Participant's Basic Employe Contributions and which does not qualify for
any Matching Employer Contributions under Section 5.1 of the Plan.

SECTION 2.48. "TOTAL COMPENSATION" shall mean an Eligible Employe's Basic
Compensation and any other payments made by the Company or a Participating
Subsidiary, and effective December 31, 1994, a Participating Affiliate, to the
Eligible Employe which are included in the Eligible Employe's gross income for
federal income

19
<PAGE> 25

tax purposes for that Plan Year. An Eligible Employe's Total Compensation
shall also include any Elective Employer Contributions made by the Eligible
Employe to the Plan for that Plan Year and any salary reductions elected under
The Detroit Edison Company Flexible Spending Plan. When an employe begins,
ceases, or resumes to be an Eligible Employe during the Plan Year, his or her
Total Compensation shall include amounts included in his or her gross income
for the entire Plan Year. In no event, however, shall an Eligible Employe's
Total Compensation exceed $200,000, as automatically adjusted from time to time
as and when cost of living adjustments are prescribed by the Secretary of the
Treasury in accordance with Section 415(d) of the Code. Effective January 1,
1994, in no event, however, shall an Eligible Employe's Total Compensation
exceed $150,000, as automatically adjusted from time to time as and when cost
of living adjustments are prescribed by the Secretary of the Treasury in
accordance with Sections 415(d) and 401(a)(17)(B) of the Code.

SECTION 2.49. "TRUST AGREEMENT" shall mean the agreement or agreements
specifically designated as a Trust Agreement between the Company and the
Trustee which provides for the investment of contributions to the Plan.

SECTION 2.50. "TRUST FUND" shall mean the aggregate of the contributions
made by Participants and by an Employer to the Plan and held under or pursuant
to the Trust Agreement, increased by profits or income thereon, and decreased
by payments and losses therefrom.

20
<PAGE> 26

SECTION 2.51. "TRUSTEE" shall mean an individual or individuals or a
corporation or corporations by whom assets of the Plan are held under the Trust
Agreement.

SECTION 2.51.5. "U.S. GOVERNMENT PLUS BOND FUND" shall mean, effective
January 1, 1993, the Fund established pursuant to Section 6.1(b). Effective
June 30, 1994, this Section 2.51.5 is deleted.

SECTION 2.52. "VALUATION DATE" shall mean the last business day of each
Accounting Period, or such other date or dates as may be designated by the
Committee. "VALUATION DATE" shall mean, effective June 30, 1994, any business
day on which stocks are actively traded on the New York Stock Exchange.

21
<PAGE> 27

ARTICLE III
ELIGIBILITY AND PARTICIPATION

SECTION 3.1. ELIGIBILITY. An Eligible Employe may participate in the
Plan on the first pay period commencing on or after six (6) months have elapsed
since the date the Employe first performed services for which he or she is
directly or indirectly paid, or entitled to payment, by any member of the
controlled group of corporations (within the meaning of section 414(b) of the
Code) of which an Employer is a member. A terminated Participant or Employe
who later returns to the employ of the Employer as an Eligible Employe may
immediately participate in the Plan provided he or she had completed at least
six (6) months of service during his or her previous period of employment,
subject to the provisions of Section 10.2. An individual shall not become an
Eligible Employe by reason of being a Leased Employe only, as defined in
Section 2.33.

22
<PAGE> 28

authorize the Participant's Employer to withhold a specified percentage of the
Participant's Basic Compensation, and pay such payroll deductions to the
Trustee for investment under the Plan in accordance with the Participant's
instructions. Enrollment in the Plan is voluntary.

23
<PAGE> 29

ARTICLE IV
EMPLOYE CONTRIBUTIONS AND ELECTIVE EMPLOYER CONTRIBUTIONS

SECTION 4.1. EMPLOYE CONTRIBUTIONS. A Participant may make an Employe
Contribution to the Plan of 1%, 2%, 3%, 4%, 5%, or 6% of his or her Basic
Compensation each pay week or month, whichever is applicable, provided,
however, that the six percent (6%) maximum shall be reduced by the percent, if
any, elected under Section 4.2. Effective January 1, 1992, a Participant may
make an Employe Contribution to the Plan of 1%, 2%, 3%, 4%, 5%, 6%, 7%, 8%, 9%
or 10% of his or her Basic Compensation each pay week or month, whichever is
applicable, provided, however, that the ten percent (10%) maximum shall be
reduced by the percent, if any, elected under Section 4.2. Effective with the
second pay period ending in May, 1994, a Participant may make an Employe
Contribution to the Plan of 1%, 2%, 3%, 4%, 5%, 6%, 7%, 8%, 9% or 10% of his or
her Basic Compensation each pay period, provided, however, that the ten percent
(10%) maximum shall be reduced by the percent, if any, elected under Section
4.2. Notwithstanding the foregoing, the Employer may, at any time during the
Plan Year or within two and one-half months after the close of the Plan Year,
reduce the percent elected for any or all of the Highly Compensated Eligible
Employes after taking into account Elective Employer Contributions which shall
be treated as Employe Contributions in accordance with Section 4.2, if
necessary to comply with section 401(m) of the Code and the regulations
thereunder provided, however, that any such reduction and distribution which
occurs after close of the Plan Year shall be carried out in compliance with
Section 4.6. The

24
<PAGE> 30

amount of the contributions representing the reduction in the percentage
elected shall be distributed to the affected Highly Compensated Eligible
Employes within two and one-half months of the close of the Plan Year.

SECTION 4.2. ELECTIVE EMPLOYER CONTRIBUTIONS. A Participant may elect to
have his or her Basic Compensation reduced each pay week or month, whichever is
applicable, by 1%, 2%, 3%, 4%, 5%, or 6% and have his or her Employer
contribute such amount to the Plan, provided, however, that the six percent
(6%) maximum shall be reduced by the percent, if any, elected under Section
4.1. Effective January 1, 1992, a Participant may elect to have his or her
Basic Compensation reduced each pay week or month, whichever is applicable, by
1%, 2%, 3%, 4%, 5%, 6%, 7%, 8%, 9% or 10% and have his or her Employer
contribute such amount to the Plan, provided, however, that the ten percent
(10%) maximum shall be reduced by the percent, if any, elected under Section
4.1. Effective with the second pay period ending in May, 1994, a Participant
may elect to have his or her Basic Compensation reduced each pay period by 1%,
2%, 3%, 4%, 5%, 6%, 7%, 8%, 9% or 10% and have his or her Employer contribute
such amount to the Plan, provided, however, that the ten percent (10%) maximum
shall be reduced by the percent, if any, elected under Section 4.1.

Notwithstanding the foregoing, the amount of a Participant's Elective
Employer Contributions for the taxable year of the Participant, when combined
with any other elective deferrals made by the Participant for the same taxable
year to any other

25
<PAGE> 31

qualified plans of any member of the controlled group of corporations (within
the meaning of Section 414(b) of the Code) of which an Employer is a member,
shall not exceed $7,000, as automatically adjusted from time to time as and
when cost of living adjustments are prescribed by the Secretary of the Treasury
in accordance with Section 415(d) of the Code. The adjusted limitation shall
be effective as of January first of each calendar year. If, however, an Excess
Elective Employer Contribution Deferral occurs as a result of the Participant's
participation in this Plan or in any other qualified plan of any member of the
controlled group of corporations (within the meaning of Section 414(b) of the
Code) of which an Employer is a member, such amount, along with the income
earned thereon, shall be returned to the Participant by April 15 of the
calendar year immediately following the calendar year in which the Excess
Elective Employer Contribution Deferral occurs. The income earned thereon
shall be determined in the same manner in which income allocable to distributed
excess Elective Employer Contributions, excess Employe Contributions and excess
Matching Employer Contributions is determined under Section 4.6(i) of this
Plan.

26
<PAGE> 32

be carried out in compliance with Section 4.6. The amount of the contributions
representing the reduction in the percentage elected shall either be
re-characterized as Employe Contributions, or distributed to the affected
Highly Compensated Eligible Employes in the sole discretion of the Savings Plan
Committee within two and one-half months of the close of the Plan Year.

Elective Employer Contributions relating to a Plan Year shall in no event
be paid to the Trustee later than 30 days following the end of such Plan Year.

SECTION 4.3. METHOD FOR EMPLOYE OR ELECTIVE EMPLOYER CONTRIBUTIONS.
Employe or Elective Employer Contributions may be made by payroll deduction or
other method approved by the Committee. Payroll deductions shall begin with
the first payroll week ending on or after the Enrollment Date on which an
Eligible Employe begins participation in the Plan. If the Employe or Elective
Employer Contribution for any pay week or month, whichever is applicable, is
not a whole dollar amount, such amount shall be increased to the next whole
dollar. In addition, if a Participant's Basic Compensation is changed, the
resulting change in deduction shall be made as soon as practicable after such
change. Effective June 30, 1994, Employe or Elective Employer Contributions
may be made by payroll deduction or other method approved by the Committee.
Payroll deductions shall begin with the first payroll period which includes the
Enrollment Date on which an Eligible Employe begins participation in the Plan.
In addition, if a Participant's Basic Compensation is changed, the resulting
change

27
<PAGE> 33

in deduction shall be made as soon as practicable after such change.

SECTION 4.4. CHANGE OF EMPLOYE OR ELECTIVE EMPLOYER CONTRIBUTIONS. The
percentage of Basic Compensation contributed to the Plan by a Participant shall
continue in effect until the Participant changes the percentage of his or her
Employe or Elective Employer Contributions. A Participant may change his or
her Employe or Elective Employer Contributions to a higher or lower percentage
of Basic Compensation within the limitations of Sections 4.1 and 4.2 by giving
written notice of such change to Pay Roll on a form provided for such purpose
at least twenty (20) days before the end of any month. Effective January 1,
1992, a Participant may change his or her Employe or Elective Employer
Contributions to a higher or lower percentage of Basic Compensation within the
limitations of Sections 4.1 and 4.2 by giving written notice of such change to
Pay Roll on a form provided for such purpose at least ten (10) days before the
end of any month. Such change shall become effective with the employe's first
payroll week ending with the following month. No more than one such change may
be made in any one Plan Year. For the period from November 1, 1991 to December
10, 1991, a Participant may change his or her Employe or Elective Employer
Contributions to a higher or lower percentage of Basic Compensation within the
limitations of Sections 4.1 and 4.2, to be effective January 1, 1992,
regardless of whether he or she has already made one such change during the
Plan Year. Effective June 30, 1994, the percentage of Basic Compensation
contributed to the Plan by a Participant shall continue in effect until the

28
<PAGE> 34

Participant changes the percentage of his or her Employe or Elective Employer
Contributions. A Participant may change his or her Employe or Elective
Employer Contributions to a higher or lower percentage of Basic Compensation
within the limitations of Sections 4.1 and 4.2 once each calendar month.

SECTION 4.5. SUSPENSION OF EMPLOYE OR ELECTIVE EMPLOYER CONTRIBUTIONS.

29
<PAGE> 35

for that purpose at least ten (10) days before the end of such month. No
Participant may suspend all contributions pursuant to this Section 4.5(a) more
than once in any Plan Year. Effective June 30, 1994, a Participant may suspend
all, but not less than all, of his or her Employe or Elective Employer
Contributions to the Plan at any time, which suspension shall be effective as
soon as practicable. Such suspension shall continue for at least three months.
A Participant may terminate such suspension as of the end of the third month of
suspension, or any time thereafter. No Participant may suspend all
contributions pursuant to this Section 4.5(a) more than once in any Plan Year.

(b) If a Participant is granted an unpaid illness leave or personal leave
by the Company, there shall be no Employe or Elective Employer Contributions
made during the period of the leave.

Subject to the limitations of Section 11.1, where a Participant is
being paid under provisions of the absence pay, or extended disability pay plan
of the Company, Employe and Elective Employer Contributions will be deducted
from his or her payments.

30
<PAGE> 36

being paid benefits under the provisions of the absence pay or extended
disability pay plan of the Company may at any time elect to suspend
contributions at the end of any month by giving written notice on a form
provided for that purpose to Pay Roll at least ten (10) days before the end of
such month. Effective June 30, 1994, a Participant who is being paid benefits
under the provisions of the absence pay or extended disability pay plan of the
Company may at any time elect to suspend contributions, which suspension shall
be effective as soon as practicable. In such event, contributions will be
suspended for the remaining period that the Employe is receiving absence pay or
extended disability payments. The Employe may resume participation in the Plan
when returning to work by signing another Enrollment Form in the manner
prescribed in Section 3.2.

(c) If, after making other required and authorized deductions from a
Participant's pay, there is not sufficient money available in a pay week or
month, whichever is applicable, to make the entire authorized contribution for
the Participant's Employe and Elective Employer Contribution, no contribution
shall be made for such period.

(d) In cases of a suspension of Employe or Elective Employer
Contributions, Matching Employer Contributions on behalf of such Participant
shall be automatically suspended for a like period.

SECTION 4.6. NONDISCRIMINATION TESTING. This Section 4.6 is solely for
determining compliance with the special discrimination

31
<PAGE> 37

rules under Sections 401(k) and 401(m) of the Code so that the Employer may
make the necessary adjustments pursuant to Sections 4.1 and 4.2 to reduce the
elected percentages for affected Highly Compensated Eligible Employes. The
Plan will comply with one of the two tests set forth in Section 4.6(a) and one
of the two tests set forth in Section 4.6(b) for every Plan Year, and in
addition, will comply with Section 4.6(c) for every Plan Year.

(a) The elections made by Participants pursuant to Section 4.2 will
comply with the special discrimination rules of Code Section 401(k) if the
Average Deferral Percentage for all Highly Compensated Eligible Employes for
the Plan Year is no greater than the greater of (1) the Average Deferral
Percentage for all Non-Highly Compensated Eligible Employes for the Plan Year
multiplied by 1.25 (1.25 test), or (2) the lesser of the Average Deferral
Percentage for all Non-Highly Compensated Eligible Employes for the Plan Year
multiplied by 2 or the Average Deferral Percentage for all Non-Highly
Compensated Eligible Employes for the Plan Year plus two percentage points (2.0
test).

(b) The elections made by Participants pursuant to Section 4.1 will
comply with the special discrimination rules of Code Section 401(m) if the
Actual Contribution Percentage for all Highly Compensated Eligible Employes for
the Plan Year is not greater than the greater of (1) the Actual Contribution
Percentage for all Non-Highly Compensated Eligible Employes for the Plan Year
multiplied by 1.25 (1.25 test), or (2) the lesser of the Actual Contribution
Percentage for all Non-Highly Compensated Eligible Employes for the

32
<PAGE> 38

Plan Year multiplied by 2.0 or the Actual Contribution Percentage for all
Non-Highly Compensated Eligible Employes for the Plan Year plus two percentage
points (2.0 test).

(c) Notwithstanding any provision in the Plan to the contrary, after the
application of subsections (a) and (b) of this Section 4.6, the sum of the
Average Deferral Percentage and the Actual Contribution Percentage for all
Highly Compensated Eligible Employes for the Plan Year shall not exceed (1) or,
for Plan Years beginning before January 1, 1992, and such later years as
permitted by Internal Revenue Service rules, (1) or (2) below:

(1) the sum of

(A) the greater of

(i) the Average Deferral Percentage for all Non-Highly
Compensated Eligible Employes for the Plan Year, or

(ii) the Actual Contribution Percentage for all Eligible
Non-Highly Compensated Employes for the Plan Year

multiplied by 1.25; and

(B) the lesser of

(i) the Average Deferral Percentage for all Non-Highly Compensated
Eligible Employes for the Plan Year, or

33
<PAGE> 39
(ii) the Actual Contribution Percentage for all Eligible Non-
Highly Compensated Employes for the Plan Year
plus 2 percentage points or, if less, multiplied by 2; or

(2) the sum of

(A) the lesser of

(i) the Average Deferral Percentage for all Non-Highly
Compensated Eligible Employes for the Plan Year, or

(ii) the Actual Contribution Percentage for all Non-Highly
Compensated Eligible Employes for the Plan Year
multiplied by 1.25; and

(B) the greater of

(i) the Average Deferral Percentage for all Non-Highly
Compensated Employes for the Plan Year, or

(ii) the Actual Contribution Percentage for all Eligible
Non-Highly Compensated Employes for the Plan Year
plus 2 percentage points or, if less, multiplied by 2.

34
<PAGE> 40

(d) If the elections made pursuant to Section 4.2 do not satisfy either
the 1.25 or 2.0 test, after taking into account the multiple use prohibition,
excess Elective Employer Contributions shall either be recharacterized as
Employe Contributions, in which event they shall be included as Employe
Contributions for purposes of the special discrimination rules of Code Section
401(m) for the Plan Year in which they are included in the gross income of the
contributing Participant, or be distributed to the Participant, in accordance
with Section 4.6(g) or 4.6(h), as applicable. The decision as to whether to
recharacterize or distribute excess Elective Employer Contributions shall be
made by the Savings Plan Committee in its sole discretion. If the elections
made pursuant to Section 4.1 do not satisfy either the 1.25 or 2.0 test, after
taking into account the multiple use prohibition, excess Employe Contributions
and vested Matching Employer Contributions shall be distributed to the
Participant in accordance with Section 4.6(h).

(e) The amount of excess Elective Employer Contributions for each Highly
Compensated Employe for a Plan Year shall be determined by reducing the Actual
Deferral Ratio of the Highly Compensated Employe with the highest Actual
Deferral Ratio to the Actual Deferral Ratio of the Highly Compensated Employe
with the next highest Actual Deferral Ratio. This process is repeated until
the special discrimination rules of Code Section 401(k) are satisfied for the
Plan Year.

35
<PAGE> 41

(f) The amount of excess Employe Contributions and Employer Matching
Contributions (including recharacterized Elective Employer Contributions) for
each Highly Compensated Employe for a Plan Year shall be determined by reducing
the Actual Contribution Ratio of the Highly Compensated Employe with the
highest Actual Contribution Ratio to the Actual Contribution Ratio of the
Highly Compensated Employe with the next highest Actual Contribution Ratio.
This process is repeated until the special discrimination rules of Code Section
401(m) are satisfied for the Plan Year.

(g) If the Savings Plan Committee determines that excess Elective
Employer Contributions should be recharacterized for the Plan Year, such
recharacterization must occur within two and one half months after the close of
the Plan Year in which such excess Elective Employer Contributions occurred.
The Plan Administrator shall notify all affected employes and the Employer of
this recharacterization within the two and one half month period. Income
earned on such recharacterized amounts will not be recharacterized. Such
recharacterized amounts will be included in the affected employe's income for
the taxable year during which it would have been included in his or her gross
income had he or she originally elected to have such amounts contributed to the
Plan as Employe Contributions.

(h) If the Savings Plan Committee determines that excess Elective
Employer Contributions should be distributed, or that Employe Contributions and
Matching Employer Contributions must be distributed, such distribution must
occur within two and one half

36
<PAGE> 42
months after the close of the Plan Year in which such excess Elective Employer
Contributions, Employe Contributions or Matching Employer Contributions
occurred. The Plan Administrator shall notify all affected employes and the
Employer of this distribution within the two and one half month period. Income
earned on the amounts to be distributed will also be distributed. Such
distributed amounts will be included in the affected employe's income for the
taxable year during which the excess Elective Employer Contribution or excess
Employe Contribution was made to the Plan. Matching Employer Contributions
which have not vested at the time of the distribution and which are
attributable to excess Elective Employer Contributions which are to be
distributed or excess Employe Contributions and the income attributable thereto
shall be forfeited in accordance with the forfeiture rules set forth in this
Plan.

(i) Income allocable to distributed excess Elective Employer
Contributions, excess Employe Contributions and excess Matching Employer
Contributions shall be the income or loss allocated to the Employe's Elective
Employer Contribution, Employe Contribution and Matching Employer Contribution
accounts multiplied by a fraction, the numerator of which is the excess
contribution and the denominator of which is the sum of the account balances
reduced by the income and increased by the loss attributable to those accounts
for the Plan Year. In addition, the Plan Administrator may, at its
discretion, treat as income allocable to distributed excess Elective Employer
Contributions, excess Employe Contributions and excess Matching Employer
Contributions the income or loss allocated

37
<PAGE> 43
to the Employe's Elective Employer Contribution, Employe Contribution and
Matching Employer Contribution accounts from the end of the Plan Year during
which such excess contributions occurred (gap period) to the date of the
distribution of such excess contributions multiplied by a fraction, the
numerator of which is the excess contribution and the denominator of which is
the sum of the account balances reduced by the income and increased by the loss
attributable to those accounts for the gap period.

(j) Excess Elective Employer Contribution Deferrals, excess Elective
Employer Contributions and excess Employe Contributions and Matching Employer
Contributions shall be determined, and either re-characterized or distributed,
as applicable, in the following order:

(a) Excess Elective Employer Contribution Deferrals;

(b) excess Elective Employer Contributions; and

38
<PAGE> 44
defined in Section 402 of the Code, from any plan qualified under Section
401(a) of the Code, provided that (a) the eligible rollover distribution must
be in an amount of at least $5000; (b) the Trustee receives the assets through
a direct rollover, as that term is defined in Section 402 of the Code, from the
distributing qualified plan into the Plan, and (c) the assets to be rolled over
are attributable solely to employer contributions, including elective
contributions under a plan qualified under Section 401(k) of the Code, and
earnings on any employe and employer contributions. Notwithstanding the
foregoing, in no event shall the Trustee or the Plan accept any rollovers
hereunder that could disqualify the Plan under Section 401(a) of the Code.

39
<PAGE> 45
ARTICLE V
MATCHING EMPLOYER CONTRIBUTIONS

SECTION 5.1. AMOUNT AND PAYMENT OF MATCHING EMPLOYER CONTRIBUTIONS.
Except as otherwise provided in this Article V, Article XI, and in Sections
10.3 and 10.4, each Employer shall contribute to the Plan on behalf of its
Employes participating in the Plan an amount equal to the sum of (a) 50% of the
aggregate of such Employes' Employe Contributions and Elective Employer
Contributions to the Plan, and (b) the forfeitures to be restored to the credit
of its respective Participants by reason of their making the payments specified
in Section 10.6. Effective January 1, 1992, except as otherwise provided in
this Article V, Article XI, and in Sections 10.3 and 10.4, each Employer shall
contribute to the Plan on behalf of its Employes participating in the Plan an
amount equal to the sum of (a) 50% of the aggregate of such Employes' Basic
Employe Contributions and Basic Elective Employer Contributions to the Plan,
and (b) the forfeitures to be restored to the credit of its respective
Participants by reason of their making the payments specified in Section 10.6.
Matching Employer Contributions with respect to a Plan Year shall be paid to
the Trustee no later than the due date (including extensions of time) for
filing the Employer's Federal income tax return for such year.

40
<PAGE> 46
earnings of the Company on a consolidated basis as shown on its consolidated
financial statements for the current fiscal year. Notwithstanding the
foregoing, the Plan shall be designated as a profit sharing plan for purposes
of Sections 401(a), 402, 404, 412 and 417 of the Code.

SECTION 5.3. REDUCTION OF MATCHING EMPLOYER CONTRIBUTIONS BY FORFEITURES.
The amount of the Matching Employer Contribution shall be reduced by the amount
of any forfeiture which results from termination of the employment of an
Employe, as provided in Section 10.2, withdrawal under Section 10.3, or the
Company's inability to locate a Participant or beneficiary to whom a benefit is
due, as provided in Section 10.10.

SECTION 5.4. RETURN OF MATCHING EMPLOYER CONTRIBUTIONS.

(a) Notwithstanding any provision of the Plan to the contrary, Matching
Employer Contributions made to the Plan by an Employer may be returned to the
Employer if the contribution is made by reason of mistake of fact, provided
such return of contributions is made within one year of the mistaken payment of
the contribution.

(b) If the Internal Revenue Service determines that any Employer
Contribution to the Plan is not deductible under Section 404 of the Code, the
Company shall have the option, which it may exercise within one year after the
date of the disallowance of such deduction, to have such contribution returned
to the Company.

41
<PAGE> 47

ARTICLE VI
FUNDS

SECTION 6.1. ESTABLISHMENT OF FUNDS. The following Funds will be made
available for the collective investment on behalf of Participants of Employe
Contributions, Elective Employer Contributions and Matching Employer
Contributions to the Plan.

(a) A "Diversified Equities Fund" which shall be invested directly or
indirectly in common stocks within the limitations specified in the Trust
Agreement.

(b) A "Government Obligations Fund" which shall be invested in direct
obligations of the United States Government or agencies thereof, such
obligations guaranteed as to payment of principal and interest by the United
States Government or agencies thereof, and such deposits in fully insured bank
deposits, including deposits with a fiduciary of the Plan, as the Trustee or
Investment Manager in their discretion may choose for the Account of Employes
selecting this investment medium.

Effective January 1, 1992, the following Funds will be made available, in
addition to those listed in Subsections (a), (b), and (c) above, for the
collective investment on behalf of Participants

42
<PAGE> 48

of Employe Contributions, Elective Employer Contributions and Matching Employer
Contributions to the Plan.

(d) A "Directed Account Cash Fund" which shall be invested in open-ended
demand Master Notes of companies with a minimum debt rating of AA or better by
Standard & Poor's Corporation, certificates of deposit or time deposits of
domestic and foreign banks and commercial paper of varying maturities, as well
as collateralized repurchase agreements, and other short term assets including,
but not limited to, United States Treasury Bills, savings bank deposits and
other cash balance instruments.

(e) An "Interest Income Fund" which shall be invested in direct
obligations of the United States Government or agencies thereof, in obligations
guaranteed as to the payment of interest and principal by the United States
Government or agencies thereof, in fully insured bank deposits, in repurchase
agreements that are collateralized by these types of agreements, and in futures
contracts, or options on futures contracts, on any debt instruments such as
United States Treasury Bills, Bonds or Notes.

Notwithstanding the foregoing, a portion of the above Funds may be maintained
in cash, or may be invested temporarily, directly or indirectly, in certain
short-term obligations as permitted by the Trust Agreement. Dividends,
interest and other income in respect of any Fund shall be reinvested in the
same Fund to the extent not used to pay expenses of the Plan.

43
<PAGE> 49

Effective January 1, 1993, the following funds shall be maintained for the
collective investment on behalf of Participants of Employe Contributions,
Elective Employer Contributions and Matching Employer Contributions to the
Plan:

(a) an index fund, commonly referred to as Fund A or the Diversified
Equities Fund;

(b) a government bond fund, commonly referred to as Fund B or the U.S.
Government Plus Bond Fund (formerly Government Obligations Fund);

(c) a fund invested solely in Detroit Edison Common Stock, commonly
referred to as Fund C or the Detroit Edison Common Stock Fund;

(d) a bond fund, commonly referred to as Fund D or the Short &
Intermediate Term Bond Fund (formerly the Interest Income Fund); and

(e) a cash equivalent fund, commonly referred to as Fund E or the
Discretionary Account Cash Fund (formerly the Directed Account Cash Fund).

44
<PAGE> 50

of any Fund shall be reinvested in the same Fund to the extent not used to pay
expenses of the Plan.

Further information concerning these funds can be obtained from Pay Roll upon
request.

Effective June 30, 1994, Funds shall be maintained for the investment on behalf
of Participants of Employe Contributions, Elective Employer Contributions,
Matching Employer Contributions and, effective March 1, 1995, Direct Rollover
Contributions to the Plan as selected from time to time by the Savings Plan
Committee. One of these funds shall be the Detroit Edison Common Stock Fund.

Effective June 30, 1994, a new Plan Trustee was appointed. On June 30, 1994,
the former Trustee for the Plan transferred the Plan assets to the current
Trustee. Pending completion of a reconciliation of account balances
necessitated by the change in the Plan Trustee, the June 29, 1994 account
balances of Participants were temporarily transferred to and invested by the
new Trustee ("mapped") as follows:

FORMER INVESTMENT OPTION TEMPORARY INVESTMENT OPTION

Discretionary Account Cash Fidelity Retirement Money Market Fund
Portfolio

U.S. Government Plus Bond Fidelity Retirement Money Market Fund
Portfolio

Short & Intermediate Term Fidelity Retirement Money Market
Fund Portfolio

45
<PAGE> 51

Diversified Equities Fidelity U.S. Equity Index
Fund Portfolio

Detroit Edison Common Stock Detroit Edison Common Stock
Fund Fund

Assets held in the Discretionary Account Cash Fund, the U.S. Government Plus
Bond Fund and the Short & Intermediate Term Bond Fund were converted to cash
and then invested by the new Trustee in the Fidelity Retirement Money Market
Portfolio pending conclusion of the reconciliation. Company common stock and
cash in the Detroit Edison Common Stock Fund were transferred to the new
Trustee in kind. Assets in the Diversified Equities Fund representing the
Plans' proportionate ownership in such Fund were transferred to the new Trustee
in kind. Notwithstanding anything herein to the contrary, during the
reconciliation period, Participants were permitted to engage only in certain
minimal types of Plan transactions.

On August 29, 1994, the reconciliation was completed and the Trustee invested
the principal and earnings on amounts in the mapped Funds pursuant to
directions from Participants. For any Participant who failed to provide the
Trustee with new investment directions, the participant's account balance
remained in the Fund or Funds into which it had been mapped during the
reconciliation period.

46
<PAGE> 52

SECTION 6.2. CONTROL AND MANAGEMENT OF ASSETS. The assets of the Plan
shall be held by the Trustee, in trust, and shall be managed by the Trustee
and/or Investment Manager appointed from time to time by the Chairman of the
Board of Directors; provided, however, that the Chairman of the Board of
Directors may, from time to time, determine that the Trustee and/or Investment
Manager shall be subject to the direction of the Chairman of the Board of
Directors with respect to certain investments, in which case the Trustee and/or
Investment Manager shall be subject to proper directions of the Chairman of the
Board of Directors in accordance with terms of the Plan and which are not
contrary to applicable law.

SECTION 6.3. DETROIT EDISON COMMON STOCK FUND.

(a) Contributions received by the Trustee for the Detroit Edison Common
Stock Fund are invested entirely in Company Common Stock and short-term
investments in a liquidity reserve.

(b) The Trustee shall regularly purchase Detroit Edison Common Stock from
time to time in the open market or by private purchase, including purchase from
the Company of authorized but unissued shares of such Common Stock or shares of
such Common Stock held as treasury stock, in accordance with a
non-discretionary purchasing program; provided, however, if the Committee so
directs at any time or from time to time, the Trustee shall accept as Matching
Employer

47
<PAGE> 53

Contributions, authorized but unissued shares of such Common Stock or treasury
stock.

(c) All purchases of authorized but unissued Common Stock or Treasury
Stock by the Trustee and all Matching Employer Contributions in such Common
Stock shall be made pursuant to a pre-existing purchase agreement and/or
contribution agreement between the Trustee and the Company. All such purchases
and contributions shall be made at a price equal to the closing price per share
on the New York Stock Exchange Composite Tape on the date of such purchase or
contribution or, if there were no such trades on such date, on the last
previous day on which such Common Stock was traded, unless and until the
Company and the Trustee shall agree on a different method for determining fair
market value.

(d) The Trustee shall vote, in person or by proxy, the shares of Detroit
Edison Common Stock held by it under the Detroit Edison Common Stock Fund for
the Account of a Participant (whether vested or not vested) in accordance with
the directions of such Participant. Written notice of any meeting of
stockholders of the Company and a request for voting instructions shall be
given by the Company or the Trustee to each Participant entitled to give voting
instructions for such meeting. Shares with respect to which no voting
instructions are received shall not be voted.

SECTION 6.4. BENEFITS TO BE PAID FROM TRUST. Benefits under the Plan
shall be payable only from the Trust Fund and only to the extent that such
Trust Fund shall suffice therefor, and each

48
<PAGE> 54

Participant assumes all risk connected with any decrease in market price of any
securities in the respective Funds. No Employer shall have any liability to
make or continue from its own funds the payment of any benefits under the Plan.

49
<PAGE> 55
ARTICLE VII
INVESTMENTS AND LOANS

SECTION 7.1. INVESTMENT OF CONTRIBUTIONS. Employe, Elective Employer and
Matching Employer Contributions to the Plan shall be invested by the Trustee
under the Trust Agreement in the Funds established pursuant to Section 6.1
hereof. Upon enrolling in the Plan, each Participant shall specify in writing
to Pay Roll, on a form prescribed by the Committee, the percentage of his or
her Employe Contributions and Elective Employer Contributions which shall be
invested in one of the following ways:

(a) entirely in the Detroit Edison Common Stock Fund;
(b) entirely in the Government Obligations Fund;
(c) entirely in the Diversified Equities Fund;
(d) equally in any two of types (a), (b), and (c);
(e) equally in each of types (a), (b), and (c).

Effective January 1, 1992, the Participant shall specify in writing to Pay
Roll, on a form prescribed by the Committee, the percentage of his or her
Employe Contributions and Elective Employer Contributions which shall be
invested in one of the following ways:

(a) entirely in the Diversified Equities Fund;
(b) entirely in the Government Obligations Fund;
(c) entirely in the Detroit Edison Common Stock Fund;
(d) entirely in the Directed Account Cash Fund;

50
<PAGE> 56
(e) entirely in the Interest Income Fund;
(f) among the five Funds established pursuant to Section 6.1 hereof in
multiples of 10% of the Participant's total Employe and Elective Employer
Contributions.

Effective January 1, 1992, the Employe Contributions and Elective Employer
Contributions of a Participant who on October 31, 1991 was investing his or her
Employe Contributions and Elective Employer Contributions equally in each of
types (a), (b), and (c), and who did not submit a change in direction form to
Pay Roll between November 1, 1991 and December 10, 1991 pursuant to Section
7.2, will be invested 30% in the Diversified Equities Fund, 30% in the
Government Obligations Fund and 40% in the Detroit Edison Common Stock Fund.

Effective January 1, 1993, the Participant shall specify in writing to Pay
Roll, on a form prescribed by the Committee, the percentage of his or her
Employe Contributions and Elective Employer Contributions which shall be
invested in one of the following ways:

(a) entirely in the Diversified Equities Fund;
(b) entirely in the Government Plus Bond Fund;
(c) entirely in the Detroit Edison Common Stock Fund;
(d) entirely in the Short & Intermediate Bond Fund;
(e) entirely in the Discretionary Account Cash Fund;
(f) among the five Funds established pursuant to Section 6.1 hereof in
multiples of 10% of the Participant's total Employe and Elective Employer
Contributions.

51
<PAGE> 57
Effective June 30, 1994, the Participant shall designate the percentage of his
or her Employe Contributions, Elective Employer Contributions and, effective
March 1, 1995, Direct Rollover Contributions which shall be invested in each of
the Funds offered pursuant to Section 6.1. Such investment directions shall be
in no less than whole percentages.

Matching Employer Contributions shall be invested by the Trustee for the
account of the Participant in the Detroit Edison Common Stock Fund.

SECTION 7.2. CHANGE IN INVESTMENT DIRECTION. Any investment direction
given by a Participant under Section 7.1 shall continue in effect until changed
by the Participant. A Participant may, not more than once in any Plan Year,
change any such direction by giving written notice of such change to Pay Roll
on a form provided for such purpose at least twenty (20) days before the end of
any month. Effective January 1, 1992, a Participant may, not more than once in
any calendar quarter, change any such direction by giving written notice of
such change to Pay Roll on a form provided for such purpose at least ten (10)
days before the end of any month. Any such change shall become effective with
the employe's first payroll period ending in the following month in the form
prescribed by the Committee. A change in investment direction under this
Section 7.2 shall not automatically cause a transfer of investments under
Section 7.3. For the period from November 1, 1991 to

52
<PAGE> 58
December 10, 1991, a Participant may change his or her investment direction, to
be effective January 1, 1992, regardless of whether he or she has already made
one such change during the Plan Year. For the period from May 27, 1993 to June
14, 1993, a Participant may change his or her investment direction, regardless
of whether he or she has already made a permissible change in investment
direction for that quarter, but subject to the other Plan restrictions on such
changes in investment directions. For the period from July 9, 1993 to July 20,
1993, a Participant in the Discretionary Account Cash Fund may change his or
her investment direction regardless of whether he or she has already made a
permissible change in investment direction for that quarter, but subject to the
other Plan restrictions on such changes in investment directions.

Effective June 30, 1994, any investment direction given by a Participant
under Section 7.1 shall continue in effect until changed by the Participant. A
Participant may change such investment direction on any business day. A change
in investment direction under this Section 7.2 shall not automatically cause a
transfer of investments under Section 7.3.

53
<PAGE> 59
any one or more of the other Funds, subject to the limitation contained in
Section 7.1. All transfers under this Section 7.3 shall be made as of the last
day of the month in which the Participant gives written notice to Pay Roll, on
a form provided for such purpose, at least twenty (20) days before the end of
any such month.

Effective January 1, 1992, a Participant (including a Participant who has
retired and is entitled to receive a distribution pursuant to Section 10.1 or
Section 10.8, but excluding any Participant who is on the Monthly Employe
Payroll) may, not more than once in any calendar quarter, direct that all or
increments of 10% of his or her interest in any one or more of the Funds
relating to Employe Contributions, Elective Employer Contributions and matured
Matching Employer Contributions be transferred to any one or more of the other
Funds. A Participant who is on the Monthly Employe Payroll may, not more than
once in any calendar quarter, direct that all or increments of 10% of his or
her interest in any one or more of the Funds relating to Employe Contributions
and Elective Employer Contributions be transferred to any one or more of the
other Funds. All transfers under this Section 7.3 shall be made as of the last
day of the month in which the Participant gives written notice to Pay Roll, on
a form provided for such purpose, at least ten (10) days before the end of any
such month.

Effective November 2, 1992, a Participant (including a Participant who has
retired and is entitled to receive a distribution pursuant to Section 10.1 or
Section 10.8) may, not more than once in any

54
<PAGE> 60
calendar quarter, direct that all or increments of 10% of his or her interest
in any one or more of the Funds relating to Employe Contributions, Elective
Employer Contributions and matured Matching Employer Contributions be
transferred to any one or more of the other Funds. All transfers under this
Section 7.3 shall be made as of the last day of the month in which the
Participant gives written notice to Pay Roll, on a form provided for such
purpose, at least ten (10) days before the end of any such month.

For the period from May 27, 1993 to June 14, 1993, a Participant may transfer
his or her investments to or from any of the available funds regardless of
whether he or she has already made a permissible change in investment direction
for that quarter but subject to the other Plan restrictions on such transfers.
For the period from July 9, 1993 to July 20, 1993, a Participant in the
Discretionary Account Cash Fund may transfer his or her investments to or from
any of the other available funds regardless of whether he or she has already
made a permissible change in investment direction for that quarter, but subject
to the other Plan restrictions on such transfers.

Effective June 30, 1994, a Participant (including a Participant who has
retired and is entitled to receive a distribution pursuant to Section 10.1 or
Section 10.8) may, on any business day, direct that all or any part of his or
her interest in any one or more of the Funds relating to Employe Contributions,
Elective Employer Contributions, matured Matching Employer Contributions
and, effective March 1, 1995, Direct Rollover Contributions be

55
<PAGE> 61
transferred to any one or more of the other Funds, subject to the limitations
contained in Section 7.1.

SECTION 7.4. LOAN ACCOUNTS. Participants, and, effective October 12,
1989, those former Participants who terminate employment with the Company, but
remain parties in interest, as defined by ERISA Section 3(14), to whom loans
can be made available without violating the Code or Treasury Regulations
("Parties in Interest"), shall be permitted to borrow from their Elective
Employer Contribution Accounts. After a request to borrow is received, units
sufficient at current market value to satisfy the request shall be transferred
to a separate Loan Account and paid in cash to the borrowing Participant or
Party in Interest. Amounts repaid, including interest, shall be transferred
from the separate Loan Account and units of the Funds shall be purchased at the
market value in effect at repayment. Loans will be made available to all
Participants and Parties in Interest on a reasonably equivalent basis, will not
be made available to highly compensated employes in an amount which is greater
than the amount made available to other employes and will be made in accordance
with the loan provisions set forth in the Plan and the Savings Plan Committee
Regulations for Loan Program under Article VII of the Detroit Edison Company
Employes' Savings Plan ("Loan Regulations"). Each loan made shall (1) bear a
reasonable rate of interest, (2) provide for specific terms of repayment and
(3) be adequately secured. No loan shall be made that would be considered a
distribution from this Plan under Section 72 of the Code.

56
<PAGE> 62

Effective June 30, 1994, Participants, and, effective October 12, 1989,
those former Participants who terminate employment with the Company, but remain
parties in interest, as defined by ERISA Section 3(14), to whom loans can be
made available without violating the Code or Treasury Regulations ("Parties in
Interest"), shall be permitted to borrow from their Elective Employer
Contribution, Employe Contribution and, effective March 1, 1995, Direct
Rollover Contribution Accounts. After a request to borrow is received, units
and shares sufficient at current market value to satisfy the request shall be
transferred to a separate Loan Account and paid in cash to the borrowing
Participant or Party in Interest. Amounts repaid, including interest, shall be
transferred from the separate Loan Account and Units and shares of the Funds
shall be purchased at the market value in effect at repayment. Loans will be
made available to all Participants and Parties in Interest on a reasonably
equivalent basis, will not be made available to highly compensated employes in
an amount which is greater than the amount made available to other employes and
will be made in accordance with the loan provisions set forth in the Plan and
the Savings Plan Committee Regulations for Loan Program under Article VII of
the Detroit Edison Company Employes' Savings Plan ("Loan Regulations"). Each
loan made shall (1) bear a reasonable rate of interest, (2) provide for
specific terms of repayment and (3) be adequately secured. No loan shall be
made that would be considered a distribution from this Plan under Section 72 of
the Code.

The Committee is authorized to establish a loan program in accordance with
this Section 7.4, shall promulgate Loan Regulations

57
<PAGE> 63

and forms to implement this Section 7.4 and shall administer the loan program
in a non-discriminatory manner. Effective October 12, 1989, the Loan
Regulations shall become a part of this Plan and shall be incorporated herein
by reference. The Loan Regulations and forms may be revised and amended from
time to time by the Committee.

<PAGE> 64

ARTICLE VIII

ACCOUNTS

SECTION 8.1. ESTABLISHMENT OF ACCOUNTS. The Committee shall maintain or
cause to be maintained an Account for each Participant which shall reflect the
source of all contributions as a result of Employe, Elective Employer, Matching
Employer and, effective March 1, 1995, Direct Rollover Contributions made by or
on behalf of the Participant. Each Participant will be furnished a statement
of account at least annually and upon any investment transfer, distribution or
withdrawal.

SECTION 8.2. MEASURE OF ACCOUNTS.

(a) The interests of Participants in the Funds shall be measured by
participating units in the particular Fund, the number and value of which shall
be determined as of each Valuation Date as provided in the next paragraph.
Each participating unit shall have an equal beneficial interest in the Fund.

(a) Effective June 30, 1994, the interests of Participants in the Funds
shall be measured by participating units or shares, as applicable, in the
particular Fund, the number and value of which shall be determined as of each
Valuation Date as provided in the next paragraph. Each participating unit or
share shall have an equal beneficial interest in the Fund.

59
<PAGE> 65

(b) The value of a participating unit in each Fund at the end of the
first month for which the Plan is in effect shall be assigned by the Committee.
With respect to each Valuation Date subsequent to the first Valuation Date in
which the Plan was in effect, the Trustee shall determine the value of each
Fund in the manner prescribed in Section 8.3, and the value so determined shall
be divided by the total number of participating units allocated to the Accounts
of Participants in accordance with the preceding sentence. The resulting
quotient shall be the value of a participating unit as of such Valuation Date,
and participating units shall be allocated, at such value, to and from the Fund
Accounts of Participants for all transactions by them or on their behalf with
respect to the Accounting Period which includes such Valuation Date. The value
of all participating units allocated to Participants' Accounts shall be
redetermined in a similar manner as of the Valuation Date in each Accounting
Period, and participating units shall be allocated to and from Participants'
Accounts at such value for all transactions with respect to such Accounting
Period. Fractional units shall be calculated to such number of decimal places
as shall be determined by the Committee from time to time.

(b) Effective June 30, 1994, with respect to the Funds other than the
Detroit Edison Common Stock Fund, the Trustee shall determine the value of the
Fund in the manner described in Section 8.3(a), and the value so determined
shall be divided by the total number of shares outstanding. The number of
shares outstanding can vary each day depending on the number of purchases and
redemptions. The resulting quotient shall be the value of a share as of such

60
<PAGE> 66

Valuation Date. The value of all shares allocated to Participants' Accounts
shall be redetermined in a similar manner as of each Valuation Date and shares
shall be allocated to and from Participants' Accounts at such value for all
transactions with respect to such Valuation Date. Fractional units shall be
calculated to such number of decimal places as shall be determined by the
Trustee from time to time.

Effective June 30, 1994, with respect to the Detroit Edison Common Stock
Fund, the value of a participating unit in the Fund as of June 30, 1994 shall
be assigned by the Committee. With respect to each Valuation Date subsequent
to the Valuation Date on which the reconciliation period began, the Trustee
shall determine the value of the Fund in the manner prescribed in Section
8.3(b), and the value so determined shall be divided by the total number of
participating units allocated to the Accounts of Participants. The resulting
quotient shall be the value of a participating unit as of such Valuation Date,
and participating units shall be allocated, at such value, to and from the
Detroit Edison Common Stock Fund Accounts of Participants for all transactions
by them or on their behalf which are effective on such Valuation Date. The
value of all participating units allocated to Participants' Accounts shall be
redetermined in a similar manner as of each Valuation Date. Fractional units
shall be calculated to such number of decimal places as shall be determined by
the Committee from time to time.

(c) If a Participant shall direct, pursuant to Section 7.3, that his or
her interest in a Fund or any part thereof shall be

61
<PAGE> 67

transferred to another Fund or Funds, or if a Participant's interest in a Fund
or any part thereof is distributed, withdrawn or forfeited under Article X, the
number of participating units representing such interest or portion thereof as
of the applicable Valuation Date shall be canceled for purposes of any
subsequent determination of the number and value of participating units in such
Fund.

(c) Effective June 30, 1994, if a Participant shall direct, pursuant to
Section 7.3, that his or her interest in the Detroit Edison Common Stock Fund
or any part thereof shall be transferred to another Fund or Funds, or if a
Participant's interest in the Detroit Edison Common Stock Fund or any part
thereof is distributed, withdrawn or forfeited under Article X, the number of
participating units representing such interest or portion thereof as of the
applicable Valuation Date shall be canceled for purposes of any subsequent
determination of the number and value of participating units in such Fund.

SECTION 8.3. VALUATION OF FUNDS. The value of a Fund as of any Valuation
Date shall be the market value of all assets (including any uninvested cash,
accrued dividends, interest and other income) held by the Fund as determined by
the Trustee, reduced by the amount of any accrued liabilities of the Fund on
such Valuation Date and by Employe, Elective Employer and Matching Employer
Contributions with respect to the Accounting Period which includes such
Valuation Date. The Trustee's determination of market value shall be
conclusive.

62
<PAGE> 68

(a) Effective June 30, 1994, with the exception of the Detroit Edison
Common Stock Fund, the total net assets of each Fund are calculated after the
close of the exchanges each Valuation date by taking the closing market value
of all securities owned by the Fund plus all other assets, such as cash, and
subtracting all liabilities. The Trustee's determination of market value shall
be conclusive.

(b) Effective June 30, 1994, the value of the Detroit Edison Common Stock
Fund as of any Valuation Date shall be the market value of all assets
(including any uninvested cash, accrued dividends, interest and other income)
held by the Fund as determined by the Trustee, reduced by the amount of any
accrued liabilities of the Fund on such Valuation Date. The Trustee's
determination of market value shall be conclusive.

SECTION 8.4. VALUATION OF ACCOUNTS. The value of a Participant's Account
as of any Valuation Date shall be the aggregate of the values of the
participating units of each Fund allocated to the Participant's Account as of
such Valuation Date, determined as provided in this Article VIII.

Effective June 30, 1994, the value of a Participant's Account as of any
Valuation Date shall be the aggregate of the values of the participating units
and shares of each Fund allocated to the Participant's Account as of such
Valuation Date, determined as provided in this Article VIII.

63
<PAGE> 69

ARTICLE IX
MATURING OF PLAN YEARS - VESTING

64
<PAGE> 70

an absence from work for maternity or paternity reasons means an absence (1) by
reason of pregnancy of the individual, (2) by reason of the birth of a child of
the individual, (3) by reason of the placement of a child with the individual
in connection with the adoption of such child by such individual, or (4) for
purposes of caring for such child for a period beginning immediately following
such birth or placement. Notwithstanding the foregoing, a Participant's
Supplemental Elective Employer Contributions, Supplemental Employe
Contributions and the earnings thereon shall be matured immediately upon
contribution to the Plan and shall always be deemed to belong to a matured Plan
Year. Notwithstanding the foregoing, a Participant's Supplemental Elective
Employer Contributions, Supplemental Employe Contributions, effective March 1,
1995, Direct Rollover Contributions, and the earnings thereon shall be matured
immediately upon contribution to the Plan and shall always be deemed to belong
to a matured Plan Year.

SECTION 9.2. VESTING.

(a) A Participant's Account attributable to Matching Employer
Contributions shall vest as follows:

(1) Each Participant with respect to whom a Plan Year matures shall
have a 100% vested interest in his or her Account attributable to Matching
Employer Contributions made on behalf of such Participant during such Plan
Year.

65
<PAGE> 71

(2) Notwithstanding the foregoing, a Participant who is an Employe
of the Employer on or after January 1, 1989, shall have a 100% vested interest
in his or her account attributable to Matching Employer Contributions for all
Plan Years after an Employe has a full five year period of service with the
Employer or any member of the controlled group of corporations (within the
meaning of Section 414(b) of the Code) of which the Employer is a member. The
period of time used to measure an Employe's period of service commences with an
Employe's commencement date or reemployment commencement date and ends with an
Employe's severance from service date.

(i) An Employe's commencement date is the date on which an
Employe first performs an hour service for which he or she is entitled to be
paid by the Employer or any member of the controlled group of corporations
(within the meaning of Section 414(b) of the Code) of which the Employer is a
member.

(ii) An Employe's reemployment commencement date is the date on
which an Employe first performs an hour of service for which he or she is
entitled to be paid by the Employer or any member of the controlled group of
corporations (within the meaning of Section 414(b) of the Code) of which the
Employer is a member after a period of severance not required to be taken into
account under the elapsed time rules.

(iii) An Employe's severance from service date is the earlier
of (a) the date an Employe resigns, is discharged,

66
<PAGE> 72

retires or dies or (b) the first anniversary of the date on which the employe
commenced Disability, leave of absence or layoff. The severance from service
date of an Employe who is absent from service beyond the first anniversary of
the first day of absence by reason of a maternity or paternity absence
described in Section 9.1 is the second anniversary of the first day of such
absence.

67
<PAGE> 73

disregarded for purposes of vesting under this Plan. The period between the
first and second anniversaries of the first day of absence from work by reason
of a maternity or paternity absence described in Section 9.1 is neither a
period of service nor a period of severance. A break in service is based on a
one-year period of severance. If an Employe incurs a one-year period of
severance, all pre-break credited time may be disregarded (1) until the Employe
completes a one-year post-break period of service or (2) forever if the Employe
was not vested when the break in service occurred and his or her consecutive
one-year periods of severance exceed the greater of five years or the aggregate
number of years of service before the consecutive one-year periods of
severance. A Leased Employe who becomes an Eligible Employe shall receive
credit for all periods of service with the Employer for the time period during
which the Eligible Employe was a Leased Employe or would have been a Leased
Employe but for the failure to satisfy Section 414(n)(2)(B) of the Code.

(3) If a Participant is eligible for Retirement, Incurs a Disability
or dies, such Participant shall have a 100% vested interest in his or her
Account attributable to Matching Employer Contributions for all Plan Years.
Notwithstanding any provision of this Plan to the contrary, a Participant's
interest in his or her Account attributable to Matching Employer Contributions
for all Plan Years shall be nonforfeitable at age 65.

(b) A Participant's interest in his or her Account attributable to
Employe or Elective Employer Contributions for all

68
<PAGE> 74

Plan Years shall be 100% vested. Effective March 1, 1995, a Participant's
interest in his or her Account attributable to Employe Contributions, Elective
Employer Contributions and Direct Rollover Contributions for all Plan Years
shall be 100% vested.

69
<PAGE> 75

ARTICLE X
DISTRIBUTIONS AND WITHDRAWALS

SECTION 10.1. DISTRIBUTION UPON RETIREMENT, DISABILITY OR DEATH. When a
Participant terminates employment on account of Retirement at age 55 or older
or Disability, the value of the Participant's Account shall be distributed to
the Participant in a lump sum payment unless an election for annual payments
has been made as provided for in Section 10.8(b), provided, however, a
Participant may elect to defer receipt of such lump sum payment or annual
payments to a specified date not later than his or her attainment of age
70-1/2. When a Participant dies, the value of the Account shall be
distributed to the Participant's beneficiary or, if none, to the Participant's
estate in a lump sum payment. The value of such Participant's account under
this Section 10.1 shall be determined as of the Valuation Date coinciding with
or next preceding the date of distribution.

70
<PAGE> 76

older or Disability and who has elected to defer receipt of a lump sum payment
may elect to take a partial distribution at any time during the deferral
period. When a Participant dies, the value of the Account shall be distributed
to the Participant's beneficiary or, if none, to the Participant's estate in a
lump sum payment. The value of such Participant's account under this Section
10.1 shall be determined as of the Valuation Date coinciding with the date of
distribution.

SECTION 10.2. DISTRIBUTION UPON TERMINATION OF EMPLOYMENT. Upon
termination of a Participant's employment with the Company or any Subsidiary,
and effective December 31, 1994, any Affiliate, for a reason other than
Retirement at age 55 or older, Disability or death, the vested portion of the
Participant's Account, determined as of the Valuation Date coinciding with or
next preceding the date of distribution, shall be distributed to the
Participant in a lump sum payment. If the Participant dies after termination
of employment but prior to distribution, the vested portion shall be paid to
the Participant's beneficiary, or, if none, to the Participant's estate. The
value of Non-Vested Amounts shall be forfeited and shall be applied thereafter
to reduce subsequent Matching Employer Contributions. Any Participant who
receives a distribution under this Section 10.2 shall be prohibited from
contributing to the Plan for the period of 6 months following such
distribution.

Effective June 30, 1994, upon termination of a Participant's employment
with the Company or any Affiliate for a reason other

71
<PAGE> 77

than Retirement at age 55 or older, Disability or death, the vested portion of
the Participant's Account, determined as of the Valuation Date coinciding with
the date of distribution, shall be distributed to the Participant in a lump sum
payment. If the Participant dies after termination of employment but prior to
distribution, the vested portion shall be paid to the Participant's
beneficiary, or, if none, to the Participant's estate. The value of Non-Vested
Amounts shall be forfeited and shall be applied thereafter to reduce subsequent
Matching Employer Contributions. Any Participant who receives a distribution
under this Section 10.2 shall be prohibited from contributing to the Plan for
the period of 6 months following such distribution.

SECTION 10.3. WITHDRAWAL OF EMPLOYE AND MATCHING EMPLOYER CONTRIBUTIONS
DURING EMPLOYMENT.

(a) A Participant may, by written request to Pay Roll on the form
prescribed by the Committee, withdraw from the Plan all or part of the value of
his or her combined Employe Contribution and Matching Employer Contribution
Account with respect to any matured Plan Year(s); provided, however any such
withdrawal shall be at least $500 and in $100 multiples in excess of that
amount, unless such withdrawal is 100% of such Employe Contributions and
Matching Employer Contributions. Each time a Participant makes more than one
such withdrawal during any Plan Year, subsequent Employe, Elective Employer and
Matching Employer Contributions shall be suspended for a three month period.

72
<PAGE> 78

Effective June 30, 1994, once every six months a Participant may withdraw from
the Plan all or part of the value of his or her combined Employe Contribution
and Matching Employer Contribution Accounts with respect to any matured Plan
Year(s); provided, however any such withdrawal shall be at least $500 and in
$100 multiples in excess of that amount, unless such withdrawal is 100% of such
Employe Contributions and Matching Employer Contributions.

(b) A Participant who has withdrawn all of the value of Employe and
Matching Employer Contributions from his or her Account with respect to Matured
Plan Years pursuant to paragraph (a) may, by written request to Pay Roll on the
form prescribed by the Committee, withdraw from the Plan 100%, and not less
than 100% of the value of his or her Basic Employe Contributions with respect
to all Plan Years which have not matured. If a Participant makes such a
withdrawal, Employe, Elective Employer and Matching Employer Contributions with
respect to such Participant shall be suspended for a period of six (6) months,
and the Participant shall forfeit the value of any Non-Vested Amounts.

Effective June 30, 1994, a Participant who has withdrawn all of the value
of Employe and Matching Employer Contributions from his or her Account with
respect to Matured Plan Years pursuant to paragraph (a) may withdraw from the
Plan 100%, and not less than 100% of the value of his or her Employe
Contributions with respect to all Plan Years which have not matured. If a
Participant makes such a withdrawal, Employe, Elective Employer and Matching
Employer

73
<PAGE> 79

Contributions with respect to such Participant shall be suspended for a period
of six (6) months, and the Participant shall forfeit the value of any
Non-Vested Amounts.

(c) Any suspension resulting from a withdrawal under this Section 10.3
shall run concurrently with any other suspension resulting from a withdrawal
under this Section 10.3 or Section 10.4.

(d) Any withdrawal made by a Participant pursuant to paragraph (a) of
this Section 10.3 shall be made pro rata from the portion of each Fund in which
the value of the Participant's Employe Contributions for matured years and
Matching Employer Contributions for matured years is invested. For record
keeping and tax purposes, such withdrawals shall be deemed to have been made in
the following order:

(1) Pre-1987 contributions to the Participant's Employe Contribution
Account;

(2) Basic Employe Contributions to the Participant's Employe
Contribution Account remaining in matured Plan Years;

(3) Supplemental Employe Contributions;

(4) The withdrawable portion of the Participant's Matching Employer
Contribution Account;

74
<PAGE> 80

(5) Basic Employe Contributions to the Participant's Employe
Contribution Account for non-matured Plan Years.

(e) The amount of a withdrawal made by a Participant pursuant to
preceding paragraphs (a) or (b) of this Section 10.3 shall be determined as of
the Valuation Date coinciding with or immediately preceding, or effective June
30, 1994, coinciding with, the date such distribution is made.

SECTION 10.4. WITHDRAWAL OF ELECTIVE EMPLOYER CONTRIBUTIONS AFTER
ATTAINING AGE 59-1/2.

(a) A Participant may, by written request to Pay Roll on the form
prescribed by the Committee, withdraw from the Plan all or part of the value of
his or her Account representing Elective Employer Contributions for matured
Plan Year(s) after attaining the age of 59-1/2; provided, however, that any
such withdrawal shall be at least $500 and in $100 multiples, unless such
withdrawal is 100% of the value of such Elective Employer Contributions. Each
time a Participant makes more than one such withdrawal during any Plan Year,
subsequent Employe, Elective Employer and Matching Employer Contributions shall
be suspended for a three month period.

75
<PAGE> 81

at least $500 and in $100 multiples, unless such withdrawal is 100% of the
value of such Elective Employer Contributions and Direct Rollover
Contributions.

(b) A Participant who has attained age 59-1/2 and who has withdrawn all
of the value from his or her Account with respect to matured Plan Years
pursuant to paragraph (a) of this Section 10.4 may, by written request to Pay
Roll on the form prescribed by the Committee, withdraw from the Plan 100% and
not less than 100% of the value of his or her Basic Elective Employer
Contributions with respect to all Plan Years which have not matured. If a
Participant makes such a withdrawal, Employe, Elective Employer and Matching
Employer Contributions with respect to such Participant shall be suspended for
a period of six (6) months, and the Participant shall forfeit the value of any
Non-Vested Amounts.

(b) Effective June 30, 1994, a Participant who has attained age 59-1/2
and who has withdrawn all of the value from his or her Account with respect to
matured Plan Years pursuant to paragraph (a) of this Section 10.4 may withdraw
from the Plan 100% and not less than 100% of the value of his or her Elective
Employer Contributions with respect to all Plan Years which have not matured.
If a Participant makes such a withdrawal, Employe, Elective Employer and
Matching Employer Contributions with respect to such Participant shall be
suspended for a period of six (6) months, and the Participant shall forfeit the
value of any Non-Vested Amounts.

76
<PAGE> 82

(c) Any suspension resulting from a withdrawal under this Section 10.4
shall run concurrently with any other suspension resulting from a withdrawal
under Section 10.3 or this Section 10.4.

(d) Any withdrawal made by a Participant pursuant to paragraph (a) of
this Section 10.4 shall be made pro rata from the portion of each Fund in which
the value of the Participant's Elective Employer Contributions for matured
years is invested. For record keeping and tax purposes, such withdrawals shall
be deemed to have been made in the following order:

(1) Pre-1987 contributions to the Participant's Employe Contribution
Account;

(2) Basic Employe Contributions to the Participant's Employe
Contribution Account remaining in matured Plan Years;

(3) Supplemental Employe Contributions;

(4) Effective March 1, 1995, Direct Rollover Contributions;

(5) The withdrawable portion of the Participant's Matching Employer
Contribution Account;

(6) Supplemental Elective Employer Contributions;

77
<PAGE> 83

(7) Basic Elective Employer Contributions to the Participant's
Elective Employer Contribution Account remaining in matured Plan Years;

(8) Basic Employe Contributions and Basic Elective Employer
Contributions to the Participant's Employe Contribution Account and Elective
Employer Contribution Account for non-matured Plan Years.

(e) The amount of a withdrawal made by a Participant pursuant to
preceding paragraphs (a) or (b) of this Section 10.4 shall be determined as of
the Valuation Date immediately preceding, or, effective June 30, 1994,
coinciding with, the date such distribution is made.

SECTION 10.5. WITHDRAWAL OF ELECTIVE EMPLOYER CONTRIBUTIONS DUE TO
HARDSHIP.

78
<PAGE> 84

determined that a hardship pursuant to Section 401(k) of the Code exists. The
Participant may be required to provide such information as the Committee may
require to determine whether such hardship exists, including, but not limited
to, a showing that the needed funds are not reasonably available from other
resources of the Participant.

(a) Effective June 30, 1994, subject to subsection (b), a Participant who
has not yet attained age 59-1/2 may in the event of hardship withdraw from the
Plan all or part of the value of his or her Account representing Elective
Employer Contributions for matured Plan Year(s); provided, however, that the
hardship constitutes an immediate and heavy financial need of the Participant;
and provided further, that any such withdrawal shall not exceed the amount
necessary to satisfy the hardship. No withdrawal under this paragraph (a) will
be allowed until such time as the Committee has determined that a hardship
pursuant to Section 401(k) of the Code exists. The Participant may be required
to provide such information as the Committee may require to determine whether
such hardship exists, including, but not limited to, a showing that the needed
funds are not reasonably available from other resources of the Participant.

79
<PAGE> 85

income allocated thereto as of December 31, 1988) for matured Plan Year(s);
provided, however, that the hardship constitutes an immediate and heavy
financial need of the Participant and the Participant does not have any other
resources reasonably available to meet the need. A Participant is deemed to
have an immediate and heavy financial need only if he or she needs money for :
(1) medical expenses for the Participant, his or her spouse or dependents; (2)
the purchase expenses (excluding mortgage payments) of a principal residence
for the Participant; (3) post-secondary education tuition payments for the
Participant, his or her spouse or dependents; or (4) payment of the debts which
must be satisfied to prevent eviction from or foreclosure on the mortgage of
the principal residence of the Participant. A Participant is deemed to have no
other resources reasonably available to his or her immediate and heavy
financial need if: (1) the Participant has obtained all distributions and
nontaxable loans available to him or her under all of the Employer's qualified
and non-qualified compensation or retirement plans; and (2) the hardship
withdrawal does not exceed the amount of the immediate and heavy financial
need.

(b) Effective June 30, 1994, a Participant who has not yet attained age
59 1/2 may, in the event of hardship, withdraw from the Plan all or part of the
value of his or her Account representing Elective Employer Contributions (and
the income allocated thereto as of December 31, 1988) for matured Plan Year(s);
provided, however, that the hardship constitutes an immediate and heavy
financial need of the Participant and the Participant does not have any other
resources reasonably available

80
<PAGE> 86

to meet the need. A Participant is deemed to have an immediate and heavy
financial need only if he or she needs money for : (1) medical expenses for the
Participant, his or her spouse or dependents; (2) the purchase expenses
(excluding mortgage payments) of a principal residence for the Participant; (3)
post-secondary education tuition payments for the Participant, his or her
spouse or dependents; or (4) payment of the debts which must be satisfied to
prevent eviction from or foreclosure on the mortgage of the principal residence
of the Participant. A Participant is deemed to have no other resources
reasonably available to his or her immediate and heavy financial need if: (1)
the Participant has obtained all distributions and nontaxable loans available
to him or her under all of the Employer's qualified and non-qualified
compensation or retirement plans; and (2) the hardship withdrawal does not
exceed the amount of the immediate and heavy financial need.

(c) Subject to subsection (d), a Participant who has not yet attained age
59-1/2 and who has withdrawn all of the value from his or her Account
representing Elective Employer Contributions for matured Plan Years may, by
written request to Pay Roll on the form prescribed by the Committee, withdraw
from the Plan all or a portion of the value of his or her Elective Employer
Contributions with respect to Plan Years which have not matured if such
withdrawal is necessary as a result of the existence of a hardship as
determined by the Committee.

81
<PAGE> 87

(c) Effective June 30, 1994, subject to subsection (d), a Participant who
has not yet attained age 59-1/2 and who has withdrawn all of the value from his
or her Account representing Elective Employer Contributions for matured Plan
Years may, withdraw from the Plan all or a portion of the value of his or her
Elective Employer Contributions with respect to Plan Years which have not
matured if such withdrawal is necessary as a result of the existence of a
hardship as determined by the Committee.

(d) Effective January 1, 1989, a Participant who has not yet attained age
59-1/2 and who has withdrawn all of the value from his or her Account
representing Elective Employer Contributions (and the income allocated thereto
as of December 31, 1988) for matured Plan Years may, by written request to Pay
Roll on the form prescribed by the Committee, withdraw from the Plan all or a
portion of the value of his or her Elective Employer Contributions with respect
to Plan Years which have not matured if such withdrawal is necessary as a
result of the existence of a hardship as determined by the Committee pursuant
to Section 10.5(b).

(d) Effective June 30, 1994, a Participant who has not yet attained age
59-1/2 and who has withdrawn all of the value from his or her Account
representing Elective Employer Contributions (and the income allocated thereto
as of December 31, 1988) for matured Plan Years may, withdraw from the Plan all
or a portion of the value of his or her Elective Employer Contributions with
respect to Plan Years which have not matured if such withdrawal is necessary

82
<PAGE> 88

as a result of the existence of a hardship as determined by the Committee
pursuant to Section 10.5(b).

(e) Any withdrawal made by a Participant pursuant to paragraph (c) or (d)
of this Section 10.5 shall be made pro rata from the portion of each Fund in
which the value of the Participant's Elective Employer Contributions for
matured years is invested.

Any withdrawal made by a Participant pursuant to paragraph (c) or (d)
of this Section 10.5 shall be made in the following order:

(i) the current Class Year;
(ii) the first prior completed Class Year;
(iii) the second prior completed Class Year;
(iv) the third prior completed Class Year.

Any such withdrawal shall be made pro rata from the portion of each Fund in
which the value of the Participant's Elective Employer Contributions for the
applicable Class Year(s) is invested.

(f) The amount of a withdrawal made by a Participant pursuant to
preceding paragraphs (a), (b), (c) or (d) of this Section 10.5 shall be
determined as of the Valuation Date immediately preceding the date such
distribution is made.

83
<PAGE> 89
(f) Effective June 30, 1994, the amount of a withdrawal made by a
Participant pursuant to preceding paragraphs (a), (b), (c) or (d) of this
Section 10.5 shall be determined as of the Valuation Date coincident with the
date such distribution is made.

(g) Notwithstanding the foregoing, effective January 1, 1989, if a
Participant makes a hardship withdrawal under Sections 10.5(b) or (d), Employe,
Elective Employer and Matching Employer Contributions with respect to such
Participant under this Plan and any other contributions by the Participant
under any other qualified or non-qualified deferred compensation plans
maintained by the Employer shall be suspended for a period of twelve (12)
months. In addition, the total of the Participant's Elective Employer
Contributions under this Plan and any other tax deferred contributions made to
any other qualified plans in which the Participant participates during the
calendar year immediately subsequent to the calendar year of the receipt of the
hardship distribution shall not exceed the amount by which the limit on
Elective Employer Contributions for the calendar year immediately subsequent to
the calendar year of the hardship distribution set forth in Section 4.2
exceeds the Participant's Elective Employer Contributions and all other tax
deferred contributions made to any other qualified plans in which the
Participant participates for the calendar year during which he or she received
the hardship distribution.

SECTION 10.5.5. DIRECT ROLLOVER OF ELIGIBLE ROLLOVER DISTRIBUTION.
Effective January 1, 1993, a Distributee may elect

84
<PAGE> 90

to have all or a portion, if such portion equals at least $200, of any Eligible
Rollover Distribution received on or after January 1, 1993 paid to an Eligible
Retirement Plan in the form of a Direct Rollover by giving written notice of
such election to Payroll, and effective June 30, 1994, to Benefit Plan
Administration which specifies the Eligible Retirement Plan on a form provided
for such purpose within the time limits prescribed on such form. The
Distributee may not divide an Eligible Rollover Distribution into separate
distributions to be paid to two or more Eligible Retirement Plans as Direct
Rollovers. A Distributee who requests a distribution but fails to submit the
requisite written notice of a Direct Rollover Election to Payroll, and
effective June 30, 1994, to Benefit Plan Administration on the form prescribed
for such purposes will be deemed to have chosen not to make a Direct Rollover.

85
<PAGE> 91

is an Eligible Employe, and such payment is made by the earlier of (a) five
years from the date of withdrawal, (b) two years from the date of reemployment
if such Employe terminates employment following withdrawal, (c) death, or (d)
in the case of a Participant whose employment covered by the Plan is terminated
and who is not an Employe of the Company or a Subsidiary, and effective
December 31, 1994, an Affiliate, on the last day of each five consecutive Plan
Years ending after the effective date of the distribution, the end of such
fifth Plan Year. Notwithstanding the foregoing, a Participant who terminates
employment shall lose his or her right to restore amounts forfeited as a result
of a withdrawal under Section 10.3 or a distribution under Section 10.2 if
there is a period of five consecutive Plan Years, beginning with the Plan Year
in which the Participant separates from service, during which the Participant
is not employed on the last day of each such Plan Year. Effective August 23,
1988, this Section 10.6 shall apply in the case of a forfeiture pursuant to
Section 10.2 if the Employe makes such payment to the Trustee at the time the
Employe is an Eligible Employe, and such payment is made by the earlier of (a)
five years after the first day that the employe is subsequently reemployed by
the Company, or (b) the close of the first period of five consecutive one year
breaks in service commencing after the withdrawal. Effective August 23, 1988,
this Section 10.6 shall apply in the case of a forfeiture pursuant to Section
10.3 if the Employe makes such payment to the Trustee at the time the Employe
is an Eligible Employe, and such payment is made by the period which ends five
years after the date of the withdrawal. If, however, a reemployed Eligible
Employe's account

86
<PAGE> 92

balance was not withdrawn or distributed prior to his or her reemployment by
the Company, the amounts forfeited shall automatically be restored. For
purposes of this Section 10.6, any Plan Year in which a Participant is absent
from work on the last day of the Plan Year by reason of a maternity or
paternity absence, as defined under Section 9.1, shall be disregarded.

Such repaid amounts shall be invested according to the Employe's
investment direction, and the number of units and, effective June 30, 1994,
units and shares credited to the Participant's Account shall be based on the
value of the units and effective June 30, 1994, units and shares, representing
each type of investment as of the end of the month in which such repayment is
made. Except for the units and, effective June 30, 1994, units and shares
credited from the restoration of forfeited amounts and from the portion of the
repaid amounts attributable to units and, effective June 30, 1994, units and
shares, credited to the Employe's Account during the Plan Year of the
withdrawal or distribution and each of the three preceding Plan Years, such
units and, effective June 30, 1994, units and shares, shall be credited with
respect to the Plan Years, prior to the three Plan Years preceding the Plan
Year of withdrawal or distribution, for which units and, effective June 30,
1994, units and shares, were credited to the Employe's Account immediately
before the withdrawal or distribution which resulted in the forfeiture. For
purposes of the preceding sentence, the value of the units and, effective June
30, 1994, units and shares, credited with respect to each Plan Year shall equal
the value, at the time of the withdrawal or

87
<PAGE> 93
distribution, of the units and, effective June 30, 1994, units and shares,
credited to such Plan Year which were withdrawn or distributed. Units and,
effective June 30, 1994, units and shares, credited from the restoration of
forfeited amounts and from the portion of the repaid amounts attributable to
units and, effective June 30, 1994, units and shares, credited to the Employe's
Account during the Plan Year of withdrawal or distribution and each of the
three preceding Plan years shall be credited with respect to the Plan Year in
which repayment is made and the preceding three Plan Years. The units and,
effective June 30, 1994, units and shares, credited with respect to the Plan
Year in which repayment is made shall equal the value, at the time of
withdrawal or distribution, of the units, and effective June 30, 1994, units
and shares, credited with respect to the Plan Year of withdrawal or
distribution. The units and, effective June 30, 1994, units and shares,
credited with respect to each of the three Plan Years preceding the Plan Year
of repayment shall equal the value, at the time of withdrawal or distribution,
of the units and, effective June 30, 1994, units and shares, credited with
respect to each of the three Plan Years, respectively, preceding the Plan Year
of withdrawal or distribution.

SECTION 10.7. SUSPENSION OF PARTICIPATION AND TRANSFER OF EMPLOYMENT.

(a) If a Participant shall, prior to termination of his or her
employment, cease to be an Eligible Employe for any reason, the Participant's
Employe, Elective Employer or Matching Employe

88
<PAGE> 94
Contributions shall be suspended during the period of ineligibility.
Distribution of such Participant's Account shall be deferred until termination
of employment with the Employer, whereupon the Participant's Account shall be
distributed in accordance with the applicable provisions of this Article X.
Such a Participant shall continue to be deemed a Participant in the Plan for
all purposes other than for Article IV and Article V during such period of
ineligibility.

(b) A transfer of employment from the Company or a Participating
Subsidiary to a nonparticipating Subsidiary shall not be considered a
termination of employment.

(b) Effective December 31, 1994, a transfer of employment from the
Company or a Participating Affiliate to a nonparticipating Affiliate shall not
be considered a termination of employment.

SECTION 10.8. FORM OF DISTRIBUTIONS.

(a) All distributions from the Plan shall be made in United States
dollars by check except that a Participant may elect to have whole shares of
Detroit Edison Common Stock held for the Participant's Detroit Edison Common
Stock Fund distributed in shares of Detroit Edison Common Stock. The value of
any fractional shares shall be paid in United States dollars by check.

Effective January 1, 1993, if a Distributee elects to have all or part of
an Eligible Rollover Distribution distributed to an

89
<PAGE> 95

Eligible Retirement Plan in the form of a Direct Rollover, the check or whole
shares of Detroit Edison Common Stock will be issued in the name of the trustee
(or if there is no trustee, in the name of the plan custodian or issuer of the
contract under the plan) of the Eligible Retirement Plan, and if the
Distributee's name is not included in the name of the Eligible Retirement Plan,
the check will further indicate that it is for the benefit of the Distributee.
The Distributee must deliver the check or whole shares of Detroit Edison Common
Stock to the Eligible Retirement Plan.

(b) In the case of a distribution made on account of a Participant's
Retirement at age 55 or older, or Disability, a Participant may elect to, or in
the case of a Participant who attains the age of 70-1/2, the Participant must
commence to, have his or her Account distributed only in annual, or effective
June 30, 1994, monthly, payments in United States dollars by check by the
Trustee in amounts as nearly equal as possible over a period not exceeding the
life expectancy of the Participant. Each payment shall be an amount equal to
the Participant's Account as of the applicable Valuation Date divided by the
number of payments remaining. No such election shall be available to a
Participant unless, based on the Valuation Date coinciding with or next
preceding his or her election to receive distribution in annual payments, the
Participant would be entitled to receive a first annual payment of $1,000 or
more. If a Participant dies prior to complete distribution of his or her
Account pursuant to this paragraph (b), the value of the Participant's Account
shall be

90
<PAGE> 96
distributed in a lump sum payment to the Participant's beneficiary, or if none,
to the Participant's estate. The amount so distributed after a Participant's
death shall be the remaining value of the Participant's Account determined as
of the Valuation Date coinciding with or next following the date of the
Participant's death.

(c) Any election by a Participant under paragraph (b) above with respect
to the form of distribution from the Plan shall be made by the Participant
prior to his or her Retirement at age 55 or older, or Disability, or within 60
days thereafter and shall be irrevocable, except as provided in paragraph (d)
of this Section 10.8. If no election is made under paragraph (b) above,
distribution shall be made to the Participant in the form of a lump sum.

(d) After the commencement of a distribution in annual, or effective June
30, 1994 monthly, payments of United States dollars by check pursuant to
paragraph (b) above, or after making an election to defer receipt of any
distribution pursuant to Section 10.1, a Participant may request a final lump
sum distribution of the remaining value of the Participant's Account determined
as of the Valuation Date coinciding with or next preceding the date of such
distribution provided the Participant files a written request therefor with the
Committee.

(e) A distribution made to a Participant under paragraph (b) above shall
be made in such manner that the present value of the

91
<PAGE> 97

payments to be made to the Participant is more than 50% of the present value of
the total payments to be made to the Participant and any beneficiaries.

SECTION 10.9. TIME OF DISTRIBUTIONS.

(a) All distributions from the Plan shall commence as soon as
practicable, and in any event no later than 60 days after the close of the Plan
Year in which the Participant terminates employment with the Company and any
Subsidiary, and effective December 31, 1994, any Affiliate, in the case of
distributions under Sections 10.1 and 10.2 or after the Participant elects to
withdraw funds from the Plan in the case of distributions under Section 10.3,
10.4 and/or 10.5, and not later than April 1 following the end of the calendar
year in which a Participant attains the age of 70-1/2 in the case of
distributions under this Section 10.9, provided, however, that in the case of
a distribution under Section 10.1, a Participant may elect to defer the time of
such distribution.

92
<PAGE> 98

monthly distributions, the remaining annual or monthly payments shall be made
in successive calendar years or months, as applicable, on such date or dates
each year as shall be determined by the Committee, subject to the provisions of
said paragraph (b) in the case of the Participant's death or a request for
final lump sum distribution pursuant to paragraph (d) of Section 10.8.

(c) Notwithstanding the provisions of paragraph (a) and (b) of this
Section 10.9, all distributions from the Plan will commence no later than April
1 following the end of the calendar year in which the Participant attains age
70-1/2 or in which he terminates employment, whichever is later; or, in the
case of a 5% owner within the meaning of Code Section 416 and, effective
January 1, 1989, in the case of a Participant who attains age 70-1/2 on or
after January 1, 1988, not later than April 1 following the end of the calendar
year in which he attains age 70-1/2.

(d) Any distribution made to a Participant (excluding distributions to an
alternate payee pursuant to a qualified domestic relations order as defined in
ERISA Section 206(d)(3)(B) and distributions to the Participant to the extent
that they do not exceed the deduction allowable to the Participant under Code
Section 213 for amounts paid during the year for medical care) prior to his or
her attainment of age 59-1/2, for any reason other than his or her death or
disability as defined in Code Section 72(m)(7), or separation from service
after the attainment of age 55, shall be subject to the 10% penalty tax of Code
Section 72(t).

93
<PAGE> 99

(e) If a Participant terminates for reasons other than Retirement,
Disability or death and the value of the vested portion of his or her Account
exceeds $3,500, the Participant must voluntarily consent to a distribution by
completing the Request for Distribution Form provided by Pay Roll, or effective
June 30, 1994, by Benefit Plan Administration. Effective June 30, 1994, if the
value of the vested portion of a Participant's Account exceeds $3,500, the
Participant must voluntarily consent to a distribution. If such Participant
refuses to consent, a lump sum distribution shall be made to the Participant
upon his or her attainment of age 65.

SECTION 10.10. INABILITY TO LOCATE PAYEE. The then current value of the
Account of a Participant or beneficiary under the Plan shall be forfeited if
the Company, within 5 years from the date of termination of employment, is
unable to locate the Participant or beneficiary to whom payment is due. The
amount of any such forfeited benefit shall be applied to reduce the amount of
Matching Employer Contributions as provided in Section 5.3. However, any such
forfeited benefit shall be reinstated and become payable if a claim therefor is
made by such Participant or beneficiary.

94
<PAGE> 100

The provisions of any timely qualified domestic relations order with respect to
payment of a benefit shall supersede any and all other provisions of this
Article X of the Plan with respect to distributions or payments to an affected
Participant and/or such Participant's other beneficiaries to the extent
provided in such qualified domestic relations order; provided, however, that in
no event shall a qualified domestic relations order be construed to require (a)
the Plan to provide any type or form of benefit or optional form of benefit not
otherwise provided under the Plan, (b) the Plan to provide increased benefits,
determined on the basis of actuarial value, or (c) the payment of benefits to a
payee which are required to be paid to another payee under another domestic
relations order previously determined to be a qualified domestic relations
order. Notwithstanding anything herein to the contrary, however, distributions
to an alternate payee may commence at the time determined pursuant to the order
without regard to whether benefits would otherwise be payable at that time;
provided, however, that benefits shall commence upon the death of the
Participant or, if later, upon the Participant's attainment of age 65.

95
<PAGE> 101

ARTICLE XI
LIMITATIONS AND TOP HEAVY PROVISIONS

SECTION 11.1. LIMITS. This Section 11.1 is included in the Plan solely
to place limitations on benefits and contributions which are required by Code
Section 415 and U.S. Treasury Department Regulations thereunder. Compensation
under this Section 11.1 shall mean Total Compensation less any Elective
Employer Contributions.

The maximum permissible amount of "Annual Additions" credited to any
Participant's Account for any one Plan Year may not exceed the lesser of (1)
$30,000 or, if greater, 1/4 of the dollar limitation in effect under Section
415(b)(1)(A)) adjusted automatically for increases in the cost of living
pursuant to Section 415(d) of the Code and the regulations thereunder, or (2)
25% of the Participant's compensation for the Plan Year. "Annual Additions"
means the sum of (1) any Elective Employer Contributions, (2) any Employe
Contributions, (3) any Matching Employer Contributions, (4) any excess Elective
Employer Contributions, even if corrected pursuant to Section 4.6 of this Plan,
(5) any excess Employe Contributions and excess Matching Employer Contributions
even if corrected pursuant to Section 4.6 of this Plan and (6) forfeitures, if
any. The amount of the Annual Additions which may be credited to any
Participant's Account as of any Valuation Date shall not exceed this maximum
permissible amount (based upon his or her compensation up to such Valuation
Date) reduced by the sum of any credits of Annual Additions made to the
Participant's Account as of any preceding Valuation Date within the

96
<PAGE> 102

Plan Year. If contributions on behalf of a Participant are to be reduced as a
result of this Section 11.1, such reduction shall be effected by
proportionately reducing Employe Contributions and any Elective Employer
Contributions to be contributed on behalf of such Participant.

For purposes of applying this Section 11.1, all other qualified "defined
contributions plans" as defined in the Code (without regard to whether a plan
has been terminated) ever maintained by the Company will be treated as part of
the Plan. "Company," as used in this Section 11.1, means any corporation which
is a member of a controlled group of corporations (as defined in section 414(b)
of the Code as modified by Section 415(h)) which includes The Detroit Edison
Company or any trades or businesses (whether or not incorporated) which are
under common control (as defined in Section 414(c) of the Code as modified by
Section 415(h)) with The Detroit Edison Company.

97
<PAGE> 103

amounts in the Participant's Account consisting of Elective Employer
Contributions and any increment attributable thereto shall be paid to the
Participant as soon as administratively feasible, (3) Excess amounts in the
Participant's Account consisting of Matching Employer Contributions and
forfeitures shall be used to reduce Matching Employer Contributions for the
next Plan Year (and succeeding Plan Years, as necessary) for that Participant
if that Participant is covered by the Plan as of the end of the Plan Year.
However, if that Participant is not covered by the Plan as of the end of the
Plan Year, then the excess amounts consisting of Matching Employer
Contributions and forfeitures must be held unallocated in a suspense account
for the Plan Year and allocated and reallocated in the next Plan Year to all of
the remaining Participants in the Plan. If a suspense account is in existence
at any time during a particular Plan Year, other than the first Plan Year
described in the preceding sentence, all amounts in the suspense account must
be allocated and reallocated to Participants' Accounts (subject to the
limitations of this Section 11.1) before any Matching Employer Contributions,
Elective Employer Contributions and Employe Contributions which would
constitute Annual Additions may be made to the Plan for that Plan Year.
Furthermore, these excess amounts consisting of Matching Employer Contributions
and forfeitures must be used to reduce Matching Employer Contributions for the
next Plan Year (and succeeding Plan Years, as necessary) for all of the
remaining Participants in the Plan. Excess amounts consisting of Matching
Employer Contributions and forfeitures may not be distributed to Participants
or former Participants. In the event of termination of the Plan, the

98
<PAGE> 104

suspense account described in this paragraph shall revert to the Company to the
extent it may not then be allocated to any Participant's Account.

For any Participant who at any time participates in the Employes'
Retirement Plan of the Detroit Edison Company or any other defined benefit plan
maintained by the Company, the rate of benefit accrual by such Participant in
each defined benefit plan in which the Participant participates during the Plan
Year will be reduced to the extent necessary to prevent the sum of the
following two fractions, computed as of the close of the Plan Year, from
exceeding 1.0:

(a) The fraction obtained by dividing the Participant's projected annual
benefit (determined as of the close of the Plan Year) under the
Employes' Retirement Plan of the Company and all other defined
benefit plans by the lesser of: (1) 1.25 multiplied by $90,000 or the
maximum dollar limit in effect for such year under Section
415(b)(1)(A), or (2) 1.4 multiplied by 100% of the average annual
compensation for the three consecutive highest paid years; and

(b) The fraction obtained by dividing the sum of Annual Additions to such
Participant's Account as of the close of the Plan Year and for all
prior Plan Years by the sum of the lesser of the following amounts
determined for such year and for each prior year of service with the
Employer: (1) 1.25 multiplied by $30,000 or maximum dollar limit in
effect for such year under Section 415(b)(1)(A), or (2) 1.4
multiplied by 25% of compensation for such year.

<PAGE> 105

For any Participant who was a Participant as of January 1, 1987, such
Participant's accrued benefit shall be no less than the Participant's accrued
benefit as of December 31, 1986. For purposes of this paragraph, the annual
addition for any Plan Year beginning before January 1, 1987, shall not be
recomputed to treat all employe contributions as annual additions.

Solely for purposes of determining these fractions, the following definitions
and rules shall apply:

(1) The Employes' Retirement Plan of the Company and all other qualified
"defined benefit plans" as defined in the Code (without regard to whether a
plan has been terminated) ever maintained by the Company will be treated as one
defined benefit plan and all other qualified "defined contribution plans" as
defined in the Code (without regard to whether a plan has been terminated) ever
maintained by the Company will be treated as part of this Plan.

(2) "Annual benefit" means a benefit which is payable annually in the
form of a straight life annuity under a defined benefit plan.

(3) Where a qualified defined benefit plan provides a retirement benefit
in any form other than a straight life annuity, a defined benefit plan annual
benefit shall be adjusted to a straight life annuity beginning at the same age
which is the actuarial equivalent of such benefit in accordance with rules
determined by the Commissioner of Internal Revenue. However, the

100
<PAGE> 106

following three values shall not be taken into account in determining the value
of a straight life annuity:

(A) the value of a qualified joint and survivor annuity provided by
a defined benefit plan to the extent that such value exceeds the sum of the
value of a straight life annuity beginning on the same date and the value of
any post-retirement death benefits which would be payable even if the annuity
was not in the form of a joint and survivor annuity,

(B) the value of benefits that are not directly related to
retirement benefits (such as pre-retirement disability and death benefits and
post-retirement medical benefits),

(C) the value of benefits provided by a defined benefit plan which
reflect post-retirement cost of living increases to the extent that such
increases are in accordance with Code section 415(d) and the regulations
thereunder.

101
<PAGE> 107

the defined benefit dollar limitation under Section 415(b)(1)(A) of the Code,
multiplied by the "adjustment factor" beginning at the social security
retirement age. The adjustment provided for in the preceding sentence shall be
made in such manner as the Secretary of the Treasury may prescribe which is
consistent with the reduction for old-age insurance benefits commencing before
the social security retirement age under the Social Security Retirement Act.
If the retirement allowance of a Participant commences after the Participant's
social security retirement age, the defined benefit dollar limitation under
Section 415(b)(1)(A) of the Code shall be adjusted so that it is the actuarial
equivalent of the defined benefit dollar limitation under Section 415(b)(1)(A)
of the Code beginning at the social security retirement age. To determine
actuarial equivalence, the interest rate assumption used is the lesser of any
interest rate assumption otherwise provided under the Plan or five percent
(5%).

102

<PAGE> 108

or not incorporated) which is under common control (as defined in Section
414(c) of the Code with the Company; an organization (whether or not
incorporated) which is a member of an affiliated service group (as defined in
Section 414(m) of the Code) which includes the Company; and any other entity
required to be aggregated with the Company pursuant to regulations under
Section 414(o) of the Code), the limitations described in Sections 415(b)(1)(B)
and 415(b)(4) and 415(e) of the Code shall be adjusted by multiplying such
amounts by a fraction, the numerator of which is the Participant's number of
years (or part thereof) of service with the Company and the denominator of
which is 10; provided, however, that in no event shall the foregoing reduce the
limitations provided under Sections 415(b)(1) and 415(b)(4) of the Code to an
amount less than one-tenth of the applicable limitation as determined without
regard to the foregoing; and provided further, however, that to the extent
provided by the Secretary of the Treasury, the foregoing shall be applied
separately with respect to each change in the benefit structure of the Plan.

(6) "Projected annual benefit" means the annual benefit to which a
Participant would be entitled under a defined benefit plan on the assumptions
that he or she continues employment until the normal retirement age (or current
age, if that is later) thereunder, that his or her compensation continues at
the same rate as in effect for the Plan Year under consideration until such
age, and that all other relevant factors used to determine benefits under the
defined benefit plan remain constant as of the current Plan Year for all future
Plan Years.

103
<PAGE> 109

SECTION 11.2. TOP-HEAVY PROVISIONS. This Section 11.2 is included in the
Plan to comply with Section 416 of the Code. Except as otherwise provided, the
following provisions shall apply in any Plan Year beginning after 1983 in which
the Plan is determined to be a Top-Heavy Plan.

(a) The Plan will be considered a Top-Heavy Plan for a Plan Year if, as
of the last day of the preceding Plan Year, (i) the value of the Accounts (but
not including any allocations to be made as of such last day of such Plan Year
except contributions actually made on or before that date and allocated
pursuant to Article VIII) of Participants who are Key Employes (as defined in
Section 416(i) of the Code) exceeds 60% of the value of the Accounts (but not
including any allocations to be made as of such last day of such Plan Year
except contributions actually made on or before that date and allocated
pursuant to Article VIII) of all Participants (the "60% test"), or (ii) the
Plan is part of a required aggregation group (as defined under this Section
11.2) and the required aggregation group is top-heavy. Solely for purposes of
determining if the Plan, or any other plan included in any required aggregation
group of which the Plan is a part, is top-heavy (within the meaning of Section
416(g) of the Code), the accrued benefit of an employe other than a key employe
shall be determined under (i) the method, if any, that uniformly applies for
accrual purposes under all plans maintained by the Company and any "affiliated
employers" or (ii) if there is no such method, as if such benefit accrued not
more rapidly than the slowest accrual rate permitted under the

104
<PAGE> 110

fractional accrual rate of Section 411(b)(1)(C) of the Code. However,
notwithstanding the results of the 60% test, the Plan shall not be considered
to be a Top-Heavy Plan for any Plan Year in which the Plan is a part of a
required or permissive aggregation group (as defined under this Section 11.2)
which is not top-heavy.

The term "required aggregation group" shall mean (1) each qualified
plan of the Employer in which at least one Key Employe participates, and (2)
any other qualified plan of the Employer which enables a plan described in (1)
to meet the requirements of Section 401(a)(4) or 410 of the Code. The term
"permissive aggregation group" shall mean the required aggregation group of
plans plus any other qualified plan or plans of the Employer which, when
considered as a group with the required aggregation group, would continue to
satisfy the requirements of Sections 401(a)(4) and 410 of the Code.

For purposes of making the 60% test for any Plan Year, the value of a
Participant's Account shall be increased by the distributions made with respect
to such Participant during the five (5) year period ending on the last day of
such Plan Year. The account balance of a former Participant who has not
performed services for the Employer over the five (5) year period ending on the
last day of such Plan year, shall be disregarded.

(b) Matching Employer Contributions for such Plan Year for each
Participant or Eligible Employe who (1) is not a Key Employe and (2) is
employed by the Employer on the last day of such Plan

105
<PAGE> 111

Year, shall be not less than five percent of such participant's or Eligible
Employe's compensation (as defined under Section 11.1 of this Plan). Matching
Employer Contributions under this paragraph (b) shall be made even though,
under other Plan provisions, the Participant or Eligible Employe would not
otherwise be entitled to a Matching Employer Contribution because of the
Participant's or Eligible Employe's failure to make Employe Contributions or
Elective Employer Contributions. Matching Employer Contributions under this
paragraph (b) may not be forfeited due to a withdrawal of Employe Contributions
or Elective Employer Contributions.

(c) Notwithstanding the vesting requirements under Article IX, for any
Plan Year in which the Plan is a Top-Heavy Plan, a Participant who has
completed at least three years of service shall have a nonforfeitable right to
100% of the value of his or her Account attributable to Matching Employer
Contributions. For purposes of this Section 11.2, "year of service" means a
Plan Year during which the Participant has completed 1000 hours of service.
"Hours of service" means:

(i) Each hour for which an Employe is paid, or entitled to
payment, for the performance of duties for the Employer.
These hours shall be credited to the Employe for the
computation period in which the duties are performed; and

106
<PAGE> 112

(including disability), layoff, jury duty, military duty or
leave of absence. No more than 501 Hours of Service shall
be credited under this paragraph (c)(ii) for any single
continuous period (whether or not such period occurs in a
single computation period). Hours under this paragraph
shall be calculated and credited pursuant to Section
2530.200b-2 of the Department of Labor Regulations which
are incorporated herein by this reference; and

(iii) Each hour for which back pay, irrespective of
mitigation of damages, is either awarded or agreed to by
the employer. The same Hours of Service shall not be
credited both under paragraph (c)(i) or paragraph (c)(ii),
as the case may be, and under this paragraph (c)(iii).
These hours shall be credited to the Employe for the
computation period or periods to which the award or
agreement pertains rather than the computation period in
which the award, agreement or payment is made.

(iv) Hours of Service shall be determined on the basis of actual
hours for which an Employe is paid or entitled to payment.

(d) Effective for any Plan Year beginning before January 1, 1989 in which
the Plan is a Top-Heavy Plan, the compensation limitation described in Section
416(d) of the Code shall apply.

107
<PAGE> 113

for other Participants said schedule shall apply only to their Matching
Employer Contribution Account balance as of such December 31.

(f) For any Plan Year in which the Plan is a Top-Heavy Plan, Section 11.1
shall be read by substituting the number "1.00" for the number "1.25" wherever
it may appear therein.

(g) This Section 11.2 shall be deemed ineffective without the necessity
of further amendment of the Plan in the event that the Secretary of the
Treasury promulgates regulations exempting the Plan from the provisions of
Section 416 of the Code.

108
<PAGE> 114

ARTICLE XII
BENEFICIARY IN EVENT OF DEATH

Each Participant shall have the right to designate a beneficiary or
beneficiaries to receive any distribution to be made under Article X upon the
death of the Participant. A Participant may from time to time, without the
consent of the beneficiary, change or cancel any such designation. Such
designation and each change thereof shall be made on the form prescribed by the
Committee and shall be filed with Pay Roll or, effective June 30, 1994, with
Benefit Plan Administration. Notwithstanding the foregoing, in any case where
the Participant is married on or after August 23, 1984 and has designated a
beneficiary or beneficiaries other than his or her spouse, the designation form
must be signed by the Participant's spouse, indicating the spouse's consent to
the designation and acknowledgement of its effect, and the spouse's signature
must be witnessed by an unrelated representative of the Plan or a notary
public. If no beneficiary has been named by a deceased Participant, or the
designated beneficiary has predeceased the Participant, the value of the
Participant's Account shall be paid to the Participant's surviving spouse, or
if the spouse does not survive, then to the Participant's estate, as
beneficiary. Any distribution made to a beneficiary shall be made to the
beneficiary as soon as practicable after the Participant's death, and shall be
in the form of a lump sum payment.

109
<PAGE> 115
ARTICLE XIII
ADMINISTRATION

SECTION 13.1. NAMED FIDUCIARIES AND APPOINTMENT OF THE COMMITTEE. The
Company, Board of Directors, Chairman of the Board of Directors, Trustee,
Investment Manager, the Committee and each member of the Committee shall be
named fiduciaries of the Plan with authority to control and manage the
operation and administration of the Plan. The administration of the Plan,
including the payment of all benefits to Participants or their beneficiaries,
shall be the responsibility of the Committee, which is the administrator of the
Plan. The Committee shall consist of a chairman and at least two other persons
appointed from time to time by the Chairman of the Board of Directors. Members
of the Committee shall be employes of the Company and serve at the pleasure of
the Chairman of the Board of Directors, without compensation, unless otherwise
determined by the Chairman of the Board of Directors.

SECTION 13.2. CONDUCT OF THE BUSINESS OF THE COMMITTEE. The Committee
shall appoint a secretary who need not be a member of the Committee and shall
appoint such subcommittees as it shall deem necessary and appropriate. The
Committee shall conduct its business according to the provisions of this
Article XIII and shall hold periodic meetings in any convenient location. A
majority of all of the members of the Committee shall have power to act, and
the vote of a member may be made in person or by telephone, wire, cablegram or
letter.

110
<PAGE> 116
SECTION 13.3. RECORDS AND REPORTS OF THE COMMITTEE. The Committee shall
keep such written records as it shall deem necessary or proper, which records
shall be open to inspection by the Board of Directors. The Committee shall
prepare and submit to the Board of Directors an annual report which shall
include such information as the Committee deems necessary or advisable.

SECTION 13.4. DUTIES OF THE COMMITTEE AND THE BOARD OF DIRECTORS. The
Committee shall adopt such rules and regulations as, in its opinion, are
necessary or advisable to transact its business. A fiduciary may serve in more
than one fiduciary capacity with respect to the Plan. In performing their
duties, fiduciaries shall act in the interest of the Participants and their
beneficiaries for the exclusive purpose of providing maximum benefits to the
Participants and their beneficiaries.

Fiduciaries shall perform their duties:

(a) With a care, skill, prudence and diligence under the circumstances
then prevailing that a prudent man acting in like capacity and familiar with
such matters would use in the conduct of an enterprise of a like character and
with like aims;

(b) To the extent a fiduciary possesses and exercises investment
responsibilities, by diversifying the investments of the Trust Fund so as to
minimize the risk of large losses, unless under the circumstances it is clearly
prudent not to do so; and

111
<PAGE> 117
(c) In accordance with the documents and instruments governing the Plan
insofar as such documents and instruments are consistent with the provisions of
Title I of the Employee Retirement Income Security Act of 1974, as amended
("ERISA").

The Chairman of the Board of Directors shall periodically review the
performance of the Trustee and the Chairman of the Board of Directors and the
Committee shall periodically review the performance of all other persons to
whom fiduciary duties have been delegated or allocated pursuant to the
provisions of Sections 13.7 and 13.8.

SECTION 13.5. RESPONSIBILITIES OF THE BOARD OF DIRECTORS, THE CHAIRMAN OF
THE BOARD OF DIRECTORS, THE COMMITTEE, AND THE TRUSTEE. The Board of Directors,
the Chairman of the Board of Directors, the Committee and the Trustee possess
certain specified powers, duties, responsibilities and obligations under the
Plan and Trust Agreement. It is intended under this Plan and Agreement that
each shall be responsible solely for the proper exercise of its own functions
and that each shall not be responsible for any act or failure to act of
another, unless otherwise responsible as a breach of its fiduciary duty or for
breach of duty by another fiduciary under the rules of co-fiduciary
responsibility. Generally, the Chairman of the Board of Directors shall be
responsible for appointing and removing the members of the Committee, for
amending and suspending the Plan, for approving, and amending the Trust
Agreement, for appointing and removing the Trustee, and for appointing and
removing the Investment Manager. The Board of

112
<PAGE> 118
Directors shall be responsible for terminating the Plan. The Committee shall
have full discretionary authority to interpret the Plan and to answer all
questions which arise concerning the application, administration, and
interpretation of the Plan, and the Trustee and Investment Manager are
responsible for the management and control of the Plan assets as provided in
the Trust Agreement.

SECTION 13.6. ALLOCATION OR DELEGATION OF DUTIES AND RESPONSIBILITIES.
In furtherance of their duties and responsibilities under the Plan, the Board
of Directors, the Chairman of the Board of Directors and the Committee may,
subject to the requirements of Section 13.4,

(a) Employ or appoint agents to carry out non-fiduciary responsibilities;

(b) Employ or appoint agents to carry out fiduciary responsibilities
other than trustee responsibilities as defined in section 405(c)(3) of ERISA;

(d) Provide for the allocation of fiduciary responsibilities, other than
trustee responsibilities as defined in Section 405(c)(3) of ERISA, among
members of the Board of Directors, in the case of

113
<PAGE> 119
the Board of Directors, and among its members, in the case of the Committee.

SECTION 13.7. PROCEDURE FOR THE ALLOCATION OR DELEGATION OF FIDUCIARY
DUTIES. Any action described in subsections (b) or (d) of Section 13.6 may be
taken by the Board of Directors, the Chairman of the Board of Directors or the
Committee only in accordance with the following procedures:

(a) Such action, if by the Board of Directors or the Committee, shall be
approved by a majority of the Board of Directors or the Committee, as the case
may be, in a resolution approved by a majority of the Board of Directors or the
Committee and if by the Chairman of the Board of Directors in a certificate;

(b) If action is taken by the Board or the Committee, then, votes cast by
each member of the Board of Directors or the Committee shall be recorded and
made a part of the written record of the Board of Directors' or the Committee's
proceedings;

(c) Any delegation of fiduciary responsibilities or any allocation of
fiduciary responsibilities among members of the Board of Directors or the
Committee may be modified or rescinded by the Board of Directors or the
Committee according to the procedure set forth in subsections (a) and (b) of
this Section and any such delegation of fiduciary responsibilities or
allocation thereof by the Chairman may be modified or restated in a
certificate.

114
<PAGE> 120
SECTION 13.8. EXPENSES. Expenses of administering the Plan, including
the fees and expenses of the Trustee, shall be borne by the Company. Brokerage
fees, transfer taxes and other expenses incident to the purchase or sale of
securities by the Trustee shall be deemed to be part of the cost of such
securities, or deducted in computing the proceeds therefrom, as the case may
be. Transfer taxes in connection with distribution of Detroit Edison Common
Stock to Employes or their beneficiaries shall be borne by the Company. Taxes,
if any, on any assets held or income received by the Trustee shall be charged
appropriately against the Accounts of Participants as the Committee shall
determine.

SECTION 13.9. INDEMNIFICATION. The Company agrees to indemnify and
reimburse, to the fullest extent permitted by law, the Chairman of the Board,
members of the Committee and Employes acting for the Company, and all such
former members and Employes, for any and all expenses, liabilities, or losses
arising out of any act or omission relating to the rendition of services for or
the management and administration of the Plan.

115
<PAGE> 121
ARTICLE XIV
CLAIMS PROCEDURE

SECTION 14.1. FILING OF CLAIMS. Claims for benefits under the Plan shall
be filed in writing with the Secretary of the Committee.

SECTION 14.2. APPEAL OF CLAIMS. Written notice shall be given to the
claiming Participant or Beneficiary of the disposition of such claim, setting
forth specific reasons for any denial of such claim in whole or in part. If a
claim is denied in whole or in part, the notice shall state that such
Participant or Beneficiary may, within sixty days of the receipt of such
denial, request in writing that the decision denying the claim be reviewed by
the Committee and provide the Committee with information in support of his or
her position by submitting such information in writing to the Secretary of the
Committee.

SECTION 14.3. REVIEW OF APPEALS. The Committee shall review each claim
for benefits which has been denied in whole or in part and for which such
review has been requested, and shall notify, in writing, the affected
Participant or Beneficiary of its decision and of the reasons therefor. All
decisions of the Committee shall be final and binding upon all of the parties
involved.

116
<PAGE> 122
ARTICLE XV
MERGER OR CONSOLIDATION

In the case of a merger or consolidation of the Plan with another plan or
a transfer of assets or liabilities to another plan, each Participant in the
Plan shall (if the Plan then terminated) be entitled to receive a benefit
immediately after the merger, consolidation, or transfer which is equal to or
greater than the benefit he or she would have been entitled to receive
immediately before the merger, consolidation, or transfer (if the Plan then
terminated). A merger or consolidation of the Plan with another plan or a
transfer of assets or liabilities to another plan, shall not be deemed to be a
termination, or discontinuance of contributions having the effect of such
termination, of the Plan.

117
<PAGE> 123

ARTICLE XVI
NON-ALIENATION OF BENEFITS

Except as required by law, no benefit or right under the Plan shall be
assigned, (except an assignment by a Participant as security for repayment of a
loan made pursuant to Article VII), alienated, or transferred by any
Participant or beneficiary nor shall such benefit or right be subject to
attachment, garnishment or other legal process (other than in connection with
repayment of a loan made pursuant to Article VII).

118
<PAGE> 124

ARTICLE XVII
AMENDMENTS

The Company reserves the right, by written action of its Chairman of the
Board of Directors, at his or her sole discretion but subject to applicable
law, at any time and from time to time, to modify or amend in whole or in part
any or all of the provisions of the Plan, including amendments or modifications
that affect the rights and duties of the Company and/or the Board of Directors;
provided that no modification or amendment shall deprive any Participant or
beneficiary of a previously acquired right; and provided further that no such
modification or amendment shall make it possible for any part of the assets of
the Plan to be used for, or diverted to, purposes other than the exclusive
benefit of Participants and their beneficiaries under the Plan, and for the
payment of expenses of the Plan.

119
<PAGE> 125

ARTICLE XVIII
TERMINATION

SECTION 18.1. AUTHORITY TO TERMINATE. The Plan may be terminated in
whole or in part at any time by the Board of Directors, but only upon condition
that such action as is taken shall render it impossible for any part of the
corpus or income of the Trust Fund to be used for or diverted to purposes other
than for the exclusive benefit of the Participants or their beneficiaries and
for the payment of expenses of the Plan.

SECTION 18.2. DISTRIBUTION UPON TERMINATION. Upon termination or partial
termination of the Plan or upon the complete discontinuance of contributions
under the Plan, the Accounts of affected Participants shall be fully vested and
nonforfeitable and the assets of the Fund shall be administered and distributed
to the Participants and their beneficiaries at such time and in such
nondiscriminatory manner as is determined by the Committee. Distributions of
Elective Employer Contributions under this Section 18.2 shall be made to
Participants or their beneficiaries pursuant to Sections 10.1, 10.2, 10.4 or
10.5.

120
<PAGE> 126

ARTICLE XIX
MERGER OF SYNDECO, INC. 401(K) PROFIT SHARING PLAN

Effective December 26, 1990, the Syndeco, Inc. 401(k) Profit Sharing Plan,
dated January 1, 1988 ("Syndeco Plan"), is merged into the Plan, and the assets
held by the Syndeco, Inc. 401(k) Profit Sharing Trust are transferred to the
Trust Fund. The assets transferred to the Trust Fund will be used to establish
a Plan Account for each former Syndeco, Inc. employe who was a participant in
the Syndeco Plan and who had an account balance in the Syndeco Plan on December
26, 1990, immediately prior to the transfer. This account will hereinafter be
referred to as a "Syndeco Account". The former participant in the Syndeco Plan
on whose behalf a Syndeco Account will be established will hereinafter be
referred to as a "Syndeco Employe".

The Syndeco Account will entitle the Syndeco Employe to receive a benefit
immediately after the transfer which is equal to the benefit he or she would
have been entitled to receive immediately before the transfer. The Syndeco
Employe's Syndeco Account will be initially invested in the Detroit Edison
Common Stock Fund. Such investment can be transferred by the Syndeco Employe
two times during 1991 without penalty into any of the other available Funds
pursuant to the terms and conditions of the Plan. A Syndeco Employe's Syndeco
Account shall be accounted for separately from any Account a Syndeco Employe
may have as a Participant in the Plan.

121
<PAGE> 127

As of December 26, 1990, all of the terms and conditions of the Plan shall
govern a Syndeco Employe's Syndeco Account subject to the following exceptions:

1. A Syndeco Employe's interest in his or her Syndeco Account shall be
100% vested.

2. A Syndeco Employe's Syndeco Account is deemed matured immediately
subsequent to the transfer.

3. A Syndeco Employe may elect to receive a distribution of his or her
Syndeco Account balance in either a single lump sum payment or equal
installments over a period of not more than his or her assumed life expectancy
(or his or her and his or her beneficiary's assumed life expectancy) at the
time of the withdrawal or distribution.

122
<PAGE> 128

ARTICLE XX
PLAN CONFERS NO RIGHT TO EMPLOYMENT

Nothing contained in the Plan shall be construed as conferring any legal
rights upon any Employe for a continuation of employment, nor shall interfere
with the rights of an Employer to discharge any Employe or otherwise to treat
him or her without regard to the effect which such treatment might have upon
such Employe with respect to the Plan.

123
<PAGE> 129

ARTICLE XXI
CONSTRUCTION

SECTION 21.1. GOVERNING LAW. The Plan shall be governed by and construed
and administered under the laws of the State of Michigan.

SECTION 21.2. HEADINGS. The headings are for reference only. In the
event of a conflict between a heading and the content of an Article or Section,
the content shall control.

124

<PAGE> 1
EXHIBIT 4-3

FIRST AMENDMENT TO
THE DETROIT EDISON SAVINGS & INVESTMENT PLAN
AS AMENDED AS OF MARCH 1, 1995

The Detroit Edison Savings & Investment Plan, as amended as of March
1, 1995, is hereby amended, effective as of January 1, 1996, as follows:

Section 2.14 is hereby amended to read as follows:

SECTION 2.14. "DETROIT EDISON COMMON STOCK" or "COMMON STOCK"
shall mean, effective January 1, 1996, shares of common stock of DTE
Energy Company, and prior to such date, shares of common stock of The
Detroit Edison Company.

II.

Section 2.15 is hereby amended to read as follows:

SECTION 2.15. "DETROIT EDISON COMMON STOCK FUND" or "COMMON
STOCK FUND" shall mean the Fund established pursuant to Section
6.1(c).

III.

Section 4.5(b) is hereby amended by deleting the word "Company" each
place it appears therein and inserting in lieu thereof the word "Employer".

IV.
Section 5.2 is hereby amended to read as follows:

SECTION 5.2. MATCHING EMPLOYER CONTRIBUTIONS AND
ELECTIVE EMPLOYER CONTRIBUTIONS. Matching Employer Contributions and
Elective Employer Contributions to the Plan shall be made by each
Employer. The Plan shall be designated as a profit sharing plan for
purposes of Sections 401(a), 402, 404, 412 and 417 of the Code.
<PAGE> 2

The first sentence of Section 6.1 (c) is hereby amended to read as
follows:

VI.

Section 6.1 is hereby amended by adding a new final paragraph thereto
to read as follows:

Effective January 1, 1996, The Detroit Edison Company
became a wholly owned subsidiary of DTE Energy Company and each share
of Detroit Edison Common Stock, including shares held in the Detroit
Edison Common Stock Fund, was exchanged for one share of DTE Energy
Company common stock. The Detroit Edison Common Stock Fund shall
thereafter be invested solely in common stock of DTE Energy Company.

VII.

Section 6.3 is hereby amended to read as follows:

SECTION 6.3. COMMON STOCK FUND.

(a) Contributions received by the Trustee for the Common Stock
Fund are invested entirely in Common Stock and short-term investments in a
liquidity reserve.

(b) The Trustee shall regularly purchase Common Stock from time to
time in the open market or by private purchase, including purchase from DTE
Energy Company or the Company of authorized but unissued shares of such Common
Stock or shares of such Common Stock held as treasury stock, in accordance with
a non-discretionary purchasing program; provided however, if the Committee so
directs at any time or from time to time, the Trustee shall accept as Matching
Employer Contributions, authorized but unissued shares of such Common Stock or
treasury stock.

(c) All purchases of authorized but unissued Common Stock or
treasury stock by the Trustee and all Matching Employer Contributions in such

- 2 -

<PAGE> 3

Common Stock shall be made pursuant to a pre-existing purchase agreement and/or
contribution agreement between the Trustee and the Company and/or DTE Energy
Company. All such purchases and contributions shall be made at a price equal
to the closing price per share on the New York Stock Exchange Composite Tape on
the date of such purchase or contribution or, if there were no such trades on
such date, on the last previous day on which such Common Stock was traded,
unless and until the Company and/or DTE Energy Company, as appropriate, and the
Trustee shall agree on a different method for determining fair market value.

(d) The Trustee shall vote, in person or by proxy, the shares of
Common Stock held by it under the Common Stock Fund for the Account of a
Participant (whether vested or not) in accordance with the directions of such
Participant. Written notice of any meeting of holders of Common Stock and a
request for voting instructions shall be given or caused to be given by the
Company or the Trustee to each Participant entitled to give voting instructions
for such meeting. Shares with respect to which no voting instructions are
received shall not be voted.
VIII.

Except as provided herein, the Plan shall remain in full force and
effect.

Dated _____________________

THE DETROIT EDISON COMPANY

By: _________________________
Chairman of its Board of
Directors

- 3 -

<PAGE> 1
EXHIBIT 4-4

SECOND AMENDMENT TO
THE DETROIT EDISON SAVINGS & INVESTMENT PLAN

The Detroit Edison Savings & Investment Plan as restated in its
entirety as of March 1, 1995, and as amended as of January 1, 1996, is further
amended as of January 1, 1996 as follows:

Section 2.16 is hereby restated to read as follows:

SECTION 2.16. "DISABILITY" shall mean the termination of employment
by a Participant other than by his or her death because the Participant is
totally disabled and entitled to benefits under The Detroit Edison Long Term
Disability Benefits Plan or a similar long term disability plan sponsored by
his or her Employer.

II.

Section 2.21 is hereby amended to read as follows:

SECTION 2.21. "ELIGIBLE EMPLOYE" shall mean an Employe, except that
the following types of Employes shall be excluded from the definition of
Eligible Employe: (1) an Employe covered by a collective bargaining agreement
with the Employer which does not provide for coverage under this Plan; (2)
effective July 1, 1991, an employe hired by the Employer as a cooperative
student pursuant to the Detroit Edison High School Co-op Program, the
Cooperative Student-College, College and Professional Employment Program or any
other student cooperative hiring program maintained by the Employer; (3) in
the event that they are not considered Employes covered by a collective
bargaining agreement, employes of Midwest Energy Resources Company who are
hired as a part of the Casual Labor Program under the collective bargaining
agreement between Midwest Energy Resources Company and Local 1000 of the
Industrial, Boat Cargo and Dock Workers Union; and (4) any person considered by
the Employer to be a Leased Employe or an independent contractor for the entire
period of time that they are so considered. Such Leased Employes and
independent contractors shall not be considered Eligible Employes during such
period even if a subsequent determination is made that they are or have been
employed by the Employer.

III.

Section 2.36.5 is hereby added to read as follows:

SECTION 2.36.5 "MERC EMPLOYE" shall mean an Eligible Employe in the
employ of Midwest Energy Resources Company, but shall not include any person
considered by the Company to be an Employe of the Company even if a subsequent
determination has

<PAGE> 2

been made that he or she is or has been employed by Midwest Energy Resources
Company.

IV.

Section 3.1 shall be amended to add a new final paragraph thereto to
read as follows:

Effective January 1, 1996, an Eligible Employe may participate in the
Plan upon completion of the requisite documentation and in accordance with the
timing rules set forth in Section 3.2. An individual shall not become an
Eligible Employe by reason of being a Leased Employe only, as defined in
Section 2.33.

Section 4.1 shall be amended to add the following as the new fourth
sentence thereof:

Effective with the first pay period ending in July, 1995, a
Participant may make an Employe Contribution to the Plan of 1%, 2%, 3%, 4%, 5%,
6%, 7%, 8%, 9%, 10%, 11%, 12%, 13%, 14% or 15% of his or her Basic Compensation
each pay period, provided, however, that the fifteen percent (15%) maximum
shall be reduced by the percent, if any, elected under Section 4.2.

VI.

Section 4.2 shall be amended to add the following as the new fourth
sentence thereof:

Effective with the first pay period ending in July, 1995, a
Participant may elect to have his or her Basic Compensation reduced each pay
period by 1%, 2%, 3%, 4%, 5%, 6%, 7%, 8%, 9%, 10%, 11%, 12%, 13%, 14% or 15% and
have his or her Employer contribute such amount to the Plan, provided, however,
that the fifteen percent (15%) maximum shall be reduced by the percent, if any,
elected under Section 4.1.

VII.

Section 4.7 is hereby amended by adding a new final paragraph thereto
to read as follows:

Effective January 1, 1996, notwithstanding any limitations on
contributions to the contrary contained in the Plan (other than in this Section
4.7), the Trustee may, in accordance with rules adopted by the Committee,
receive on behalf of any Eligible Employe who is eligible to participate in the
Plan in accordance with Section 3.1 of Article III hereunder, an eligible
rollover distribution, as that term is defined in Section
<PAGE> 3

402 of the Code, from any plan qualified under Section 401(a) of the
Code, provided that (a) the Trustee receives the assets through a direct
rollover, as that term is defined in Section 402 of the Code, from the
distributing qualified plan into the Plan, and (b) the assets to be rolled over
are attributable solely to employer contributions, including elective
contributions under a plan qualified under Section 401(k) of the Code, and
earnings on any employe and employer contributions. Notwithstanding the
foregoing, in no event shall the Trustee or the Plan accept any rollovers
hereunder that could disqualify the Plan under Section 401(a) of the Code.

VIII.

Section 5.1 shall be amended to add the following to the end thereof:

Effective January 1, 1996, except as otherwise provided in this
Article V, Article XI and in Sections 10.3 and 10.4, with respect to MERC
Employes only, Midwest Energy Resources Company shall contribute to the Plan on
behalf of MERC Employes participating in the Plan an amount equal to the sum of
(a) 60% of the aggregate of such MERC Employe's Basic Employe Contributions and
Basic Elective Employer Contributions to the Plan and (b) 60% of the aggregate
of such MERC Employe's Supplemental Employe Contributions and Supplemental
Elective Employer Contributions to the Plan to the extent that, when aggregated
with the MERC Employe's Basic Employe Contributions and Basic Elective Employer
Contributions, they do not exceed 10% of the MERC Employe's Basic Compensation
and (c) the forfeitures to be restored to the credit of its respective
Participants by reason of their making the payments specified in Section 10.6.

In addition, effective January 1, 1996, subject to and dependent upon
the level of satisfaction of certain performance measures set forth
hereinbelow, Midwest Energy Resources Company shall contribute to the Plan on
behalf of MERC Employes participating in the Plan an amount equal to 100% of up
to the first four percent of such Participant's Basic Employe Contributions and
Basic Elective Employer Contributions (hereinafter referred to as "Incentive
Matching Employer Contributions"). The amount of Incentive Matching Employer
Contributions to be made on behalf of MERC Employes participating in the Plan
shall be determined based upon the relationship of the Company's actual net
transshipment cost per ton at the Superior Midwest Energy Terminal (SMET) for a
particular calendar year to the Company's budgeted net transshipment cost per
ton at SMET for that same calendar year as set forth below:
<PAGE> 4

<TABLE>
<CAPTION>
Performance Performance Incentive Matching
Level Standard Employer Contribution
- ----- -------- ---------------------
<S> <C> <C>

1 ATC < 60% BTC 4%
2 ATC < 70% BTC 3%
3 ATC < 80% BTC 2%
4 ATC < 90% BTC 1%
5 ATC > 90% BTC 0%
-
</TABLE>

ATC = Actual Company net transshipment cost per ton at SMET for a
particular calendar year, determined on or before January 31 of the
following calendar year, and

BTC = Budgeted Company net transshipment cost per ton at SMET for a
particular calendar year determined by the President of Midwest Energy
Resources Company on or before November 1 of the preceding calendar
year based upon the most current forecast of volumes, revenues and
expenses for that period.

ATC shall be determined by dividing Midwest Energy Resources Company's actual
transshipment revenue from the Company for a calendar year by the actual number
of Company tons transshipped within that calendar year. The BTC shall be
determined by dividing Midwest Energy Resources Company's budgeted
transshipment revenue from the Company for the calendar year by Midwest Energy
Resources Company's budgeted Company tons transshipped within the calendar
year. Company tons transshipped shall be determined by dividing the sum of
Company tons received, and Company tons shipped, by two. Company tons received
for resale to Wisconsin Electric Power Company shall not be considered Company
tons received hereunder.

Midwest Energy Resources Company shall contribute to the Plan of behalf of MERC
Employes participating in the Plan Incentive Matching Employer Contributions
equal to one hundred percent of the Incentive Matching Employer Contribution
(from 0% to 4%) for the Performance Level achieved, but only to the extent that
the Participant, on average, made Employe and Elective Employer Contributions
of at least that percentage level for the calendar year. The Participant's
average contribution percentage will be determined by dividing the
Participant's Basic Compensation for the calendar year into the Participant's
Employe and Elective Employer Contributions for the same year.

With the exception of MERC Employes who terminate employment with Midwest
Energy Resources Company during the Plan Year due to death, Disability or
Retirement, a MERC Employe must be actively employed by Midwest Energy
Resources Company on the last day of the Plan Year to receive any Incentive
Matching Employer Contribution for such year. MERC Employes who terminate
employment with Midwest Energy Resources
<PAGE> 5

Company during the Plan Year due to death, Disability or Retirement shall be
entitled to an Incentive Matching Employer Contribution for the Plan Year if
such Incentive Matching Employer Contribution is otherwise payable for the
year.

Incentive Matching Employer Contributions with respect to a Plan Year shall be
paid to the Trustee for allocation to each participating MERC Employe's
Matching Employer Contribution Account as soon as practicable after the end of
the Plan Year to which the Incentive Matching Employer Contribution relates,
but no later than the due date (including extensions of time) for filing the
Employer's federal income tax return for such year. Incentive Matching
Employer Contributions will not be paid, however, until a favorable IRS
determination letter is received with respect to this provision of the Plan.

In all other respects under this Plan, Incentive Matching Employer
Contributions shall be considered and treated as Matching Employer
Contributions.

IX.

Section 10.3(b) is hereby amended by adding a new final paragraph
thereto to read as follows:

Effective January 1, 1996, a Participant who has withdrawn all of the
value of Employe and Matching Employer Contributions from his or her Account
with respect to Matured Plan Years pursuant to paragraph (a) may withdraw from
the Plan 100%, and not less than 100%, of the value of his or her Employe
Contributions with respect to all Plan Years which have not matured.

Section 10.3(c) is hereby deleted.

XI.

Section 10.4(b) is hereby amended by adding a new final paragraph
thereto to read as follows:

Effective January 1, 1996, a Participant who attained age 59-1/2 and
who has withdrawn all of the value from his or her Account with respect to
Matured Plan Years pursuant to paragraph (a) of this Section 10.4 may withdraw
from the Plan 100%, and not less than 100%, of the value of his or her Elective
Employer Contributions with respect to all Plan Years which have not matured.

XII.

Section 10.4(c) is hereby deleted.
<PAGE> 6

XIII.

The words "Employe" or "Employes" shall hereby be replaced with the
words "Employee" or "Employees", respectively.

XIV.

Any reference to the "Savings Plan Committee" shall hereby be changed
to the "Savings & Investment Plan Committee".

XV.

Except as provided herein, the Plan shall remain in full force and
effect.

Dated________________

THE DETROIT EDISON COMPANY

By: ____________________________
Chairman of its Board of Directors

<PAGE> 1

EXHIBIT 4.5
THE DETROIT EDISON

SAVINGS & INVESTMENT PLAN

FOR EMPLOYES REPRESENTED BY LOCAL 223

OF THE UTILITY WORKERS UNION OF AMERICA

AS AMENDED AS OF MARCH 1, 1995
<PAGE> 2

THE DETROIT EDISON
SAVINGS & INVESTMENT PLAN
FOR EMPLOYES REPRESENTED BY LOCAL 223
OF THE UTILITY WORKERS UNION OF AMERICA
AS AMENDED AS OF MARCH 1, 1995

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
<S> <C> <C>
ARTICLE I PURPOSE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE II DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

ARTICLE III ELIGIBILITY AND PARTICIPATION . . . . . . . . . . . . . . . . . . . . 15

SECTION 3.1 ELIGIBILITY . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
SECTION 3.2 PARTICIPATION . . . . . . . . . . . . . . . . . . . . . . . . . . 15

ARTICLE IV EMPLOYE CONTRIBUTIONS AND ELECTIVE
EMPLOYER CONTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . . 16

SECTION 4.1 EMPLOYE CONTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 4.2 ELECTIVE EMPLOYER CONTRIBUTIONS . . . . . . . . . . . . . . . . . 16
SECTION 4.3 METHOD FOR EMPLOYE OR ELECTIVE
EMPLOYER CONTRIBUTIONS . . . . . . . . . . . . . . . . . . . 17
SECTION 4.4 CHANGE OF EMPLOYE OR ELECTIVE
EMPLOYER CONTRIBUTIONS . . . . . . . . . . . . . . . . . . . 18
SECTION 4.5 SUSPENSION OF EMPLOYE OR ELECTIVE
EMPLOYER CONTRIBUTIONS . . . . . . . . . . . . . . . . . . . 18
SECTION 4.6 NONDISCRIMINATION TESTING . . . . . . . . . . . . . . . . . . . . 20
SECTION 4.7 DIRECT ROLLOVER CONTRIBUTIONS . . . . . . . . . . . . . . . . . . 22

ARTICLE V MATCHING EMPLOYER CONTRIBUTIONS . . . . . . . . . . . . . . . . . . . 24

SECTION 5.1 AMOUNT AND PAYMENT OF MATCHING
EMPLOYER CONTRIBUTIONS . . . . . . . . . . . . . . . . . . . 24
SECTION 5.2 MATCHING EMPLOYER CONTRIBUTIONS AND
ELECTIVE EMPLOYER CONTRIBUTIONS TO
</TABLE>

i
<PAGE> 3

<TABLE>
<S> <C> <C>
BE PAID FROM EARNINGS . . . . . . . . . . . . . . . . . . . . 24
SECTION 5.3 REDUCTION OF MATCHING EMPLOYER
CONTRIBUTIONS BY FORFEITURES . . . . . . . . . . . . . . . . 24
SECTION 5.4 RETURN OF MATCHING EMPLOYER
CONTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . . . . 24
</TABLE>

ii
<PAGE> 4

<TABLE>
<CAPTION>
PAGE
<S> <C> <C>
ARTICLE VI FUNDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

SECTION 6.1 ESTABLISHMENT OF FUNDS . . . . . . . . . . . . . . . . . . . . . . 26
SECTION 6.2 CONTROL AND MANAGEMENT OF ASSETS . . . . . . . . . . . . . . . . . 28
SECTION 6.3 DETROIT EDISON COMMON STOCK FUND . . . . . . . . . . . . . . . . . 28
SECTION 6.4 BENEFITS TO BE PAID FROM TRUST . . . . . . . . . . . . . . . . . . 29

ARTICLE VII INVESTMENTS AND LOANS . . . . . . . . . . . . . . . . . . . . . . . . 30

SECTION 7.1 INVESTMENT OF CONTRIBUTIONS . . . . . . . . . . . . . . . . . . . 30
SECTION 7.2 CHANGE IN INVESTMENT DIRECTION . . . . . . . . . . . . . . . . . . 31
SECTION 7.3 TRANSFER OF INVESTMENT . . . . . . . . . . . . . . . . . . . . . . 32
SECTION 7.4 LOAN ACCOUNTS . . . . . . . . . . . . . . . . . . . . . . . . . . 33

ARTICLE VIII ACCOUNTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35

SECTION 8.1 ESTABLISHMENT OF ACCOUNTS . . . . . . . . . . . . . . . . . . . . 35
SECTION 8.2 MEASURE OF ACCOUNTS . . . . . . . . . . . . . . . . . . . . . . . 35
SECTION 8.3 VALUATION OF FUNDS . . . . . . . . . . . . . . . . . . . . . . . . 37
SECTION 8.4 VALUATION OF ACCOUNTS . . . . . . . . . . . . . . . . . . . . . . 37

ARTICLE IX MATURING OF PLAN YEARS - VESTING . . . . . . . . . . . . . . . . . . . 39

SECTION 9.1 MATURING OF PLAN YEARS . . . . . . . . . . . . . . . . . . . . . . 39
SECTION 9.2 VESTING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39

ARTICLE X DISTRIBUTIONS AND WITHDRAWALS . . . . . . . . . . . . . . . . . . . . 43

SECTION 10.1 DISTRIBUTION UPON RETIREMENT,
DISABILITY OR DEATH . . . . . . . . . . . . . . . . . . . . . 43
SECTION 10.2 DISTRIBUTION UPON TERMINATION
OF EMPLOYMENT . . . . . . . . . . . . . . . . . . . . . . . . 43
SECTION 10.3 WITHDRAWAL OF EMPLOYE AND MATCHING
EMPLOYER CONTRIBUTIONS DURING
EMPLOYMENT . . . . . . . . . . . . . . . . . . . . . . . . . 44
SECTION 10.4 WITHDRAWAL OF ELECTIVE EMPLOYER
CONTRIBUTIONS AFTER ATTAINING
AGE 59 1/2 . . . . . . . . . . . . . . . . . . . . . . . . . 47
</TABLE>

iii
<PAGE> 5

<TABLE>
<S> <C> <C>
SECTION 10.5 WITHDRAWAL OF ELECTIVE EMPLOYER
CONTRIBUTIONS DUE TO HARDSHIP . . . . . . . . . . . . . . . . 49
SECTION 10.5.5 DIRECT ROLLOVER OF ELIGIBLE ROLLOVER
DISTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . . . . 53
</TABLE>

iv
<PAGE> 6

<TABLE>
<CAPTION>
PAGE
<S> <C> <C>
SECTION 10.6 RESTORATION . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
SECTION 10.7 SUSPENSION OF PARTICIPATION AND
TRANSFER OF EMPLOYMENT . . . . . . . . . . . . . . . . . . . 55
SECTION 10.8 FORM OF DISTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . . 56
SECTION 10.9 TIME OF DISTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . . 57
SECTION 10.10 INABILITY TO LOCATE PAYEE . . . . . . . . . . . . . . . . . . . . 59
SECTION 10.11 DOMESTIC ORDERS . . . . . . . . . . . . . . . . . . . . . . . . . 59

ARTICLE XI LIMITATIONS AND TOP HEAVY PROVISIONS . . . . . . . . . . . . . . . . . 61

SECTION 11.1 LIMITS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
SECTION 11.2 TOP-HEAVY PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . 66

ARTICLE XII BENEFICIARY IN EVENT OF DEATH . . . . . . . . . . . . . . . . . . . . 69

ARTICLE XIII ADMINISTRATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70

SECTION 13.1 NAMED FIDUCIARIES AND APPOINTMENT
OF THE COMMITTEE . . . . . . . . . . . . . . . . . . . . . . 70
SECTION 13.2 CONDUCT OF THE BUSINESS OF THE
COMMITTEE . . . . . . . . . . . . . . . . . . . . . . . . . . 70
SECTION 13.3 RECORDS AND REPORTS OF THE COMMITTEE . . . . . . . . . . . . . . . 70
SECTION 13.4 DUTIES OF THE COMMITTEE AND THE
BOARD OF DIRECTORS . . . . . . . . . . . . . . . . . . . . . 70
SECTION 13.5 RESPONSIBILITIES OF THE BOARD OF
DIRECTORS, THE CHAIRMAN OF THE
BOARD OF DIRECTORS, THE COMMITTEE,
AND THE TRUSTEES . . . . . . . . . . . . . . . . . . . . . . 71
SECTION 13.6 ALLOCATION OR DELEGATION OF DUTIES
AND RESPONSIBILITIES . . . . . . . . . . . . . . . . . . . . 72
SECTION 13.7 PROCEDURE FOR THE ALLOCATION OR
DELEGATION OF FIDUCIARY DUTIES . . . . . . . . . . . . . . . 72
SECTION 13.8 EXPENSES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73
SECTION 13.9 INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . . . . 73

ARTICLE XIV CLAIMS PROCEDURE . . . . . . . . . . . . . . . . . . . . . . . . . . . 74

SECTION 14.1 FILING OF CLAIMS . . . . . . . . . . . . . . . . . . . . . . . . . 74
</TABLE>

v
<PAGE> 7

<TABLE>
<S> <C> <C>
SECTION 14.2 APPEAL OF CLAIMS . . . . . . . . . . . . . . . . . . . . . . . . . 74
SECTION 14.3 REVIEW OF APPEALS . . . . . . . . . . . . . . . . . . . . . . . . 74

ARTICLE XV MERGER OR CONSOLIDATION . . . . . . . . . . . . . . . . . . . . . . . 75
</TABLE>

vi
<PAGE> 8

<TABLE>
<CAPTION>
PAGE
<S> <C> <C>
ARTICLE XVI NON-ALIENATION OF BENEFITS . . . . . . . . . . . . . . . . . . . . . . 76

ARTICLE XVII AMENDMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77

ARTICLE XVIII TERMINATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78

SECTION 18.1 AUTHORITY TO TERMINATE . . . . . . . . . . . . . . . . . . . . . . 78
SECTION 18.2 DISTRIBUTION UPON TERMINATION . . . . . . . . . . . . . . . . . . 78

ARTICLE XIX PLAN CONFERS NO RIGHT TO EMPLOYMENT . . . . . . . . . . . . . . . . . 79

ARTICLE XX CONSTRUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79

SECTION 20.1 GOVERNING LAW . . . . . . . . . . . . . . . . . . . . . . . . . . 80
SECTION 20.2 HEADINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80
</TABLE>

vii
<PAGE> 9

THE DETROIT EDISON SAVINGS & INVESTMENT PLAN
FOR EMPLOYES REPRESENTED BY
LOCAL 223 OF THE UTILITY WORKERS UNION OF AMERICA
-------------

Effective March 1, 1995, The Detroit Edison Savings & Investment Plan for
Employes Represented by Local 223 of the Utility Workers Union of America shall
be amended and restated in its entirety to provide as follows:

ARTICLE I
PURPOSE

SECTION 1.1. The Detroit Edison Savings & Investment Plan for Employes
Represented by Local 223 of the Utility Workers Union of America is designed to
encourage and assist Eligible Employes in a long-range program of savings.
This program will help Eligible Employes meet their financial needs and
supplement their retirement income.

1
<PAGE> 10

ARTICLE II
DEFINITIONS

The words and phrases hereinafter defined shall mean:

SECTION 2.2. "ACCOUNTING PERIOD" shall mean a calendar month.

SECTION 2.3. [RESERVED]

SECTION 2.4. [RESERVED]

SECTION 2.5. [RESERVED]

SECTION 2.6.5 "AFFILIATE" shall mean any corporation which is considered
part of the controlled group of corporations, within the meaning of Section
414(b) of the Code, of which The Detroit Edison Company is a member.

2
<PAGE> 11

SECTION 2.7. "AVERAGE DEFERRAL PERCENTAGE FOR ALL HIGHLY COMPENSATED
ELIGIBLE EMPLOYES" shall mean the average of the Actual Deferral Ratios of all
Highly Compensated Eligible Employes.

SECTION 2.8. "AVERAGE DEFERRAL PERCENTAGE FOR ALL NON-HIGHLY
COMPENSATED ELIGIBLE EMPLOYES" shall mean the average of the Actual Deferral
Ratios of all Non-Highly Compensated Eligible Employes.

SECTION 2.9. "BASIC COMPENSATION" shall mean the lesser of (a) the normal
pay for a basic work week (including alternative work schedules) before taking
into account Elective Employer Contributions, before any salary reductions
elected under The Detroit Edison Company Flexible Spending Plan and after the
addition of shift premium, step-up pay, work area differential and Sunday work
premium; or (b) actual pay for a work week before taking into account Elective
Employer Contributions, before any salary reductions elected under The Detroit
Edison Company Flexible Spending Plan and after the addition of overtime, shift
premium, step-up pay, work area differential and Sunday work premium.
Effective starting with the second pay period ending in May, 1994, Basic
Compensation shall mean pay for a normal forty-hour period before taking into
account Elective Employer Contributions under the Plan, before any salary
reductions under the Flexible Spending Plan, after the addition of shift, area,
step-up and Sunday premiums, but excluding overtime premiums, and reduced by
reported unpaid absences. Notwithstanding the foregoing, for employes on
Alternative Work Schedules, Basic Compensation shall mean either: (a) for
employes working a total of 80 or more hours in a bi-weekly pay period, normal
pay for a 40 hour work week, so long as the total hours pay included in Basic
Compensation in a bi-weekly pay period do not exceed 80; or (b) for employes
who work less than 80 hours in a bi-weekly pay period, pay for actual hours
worked during that bi-weekly period. For plan years beginning after December
31, 1988, an employe's Basic Compensation in excess of $200,000 shall be
disregarded for purposes of determining Basic Compensation, provided, however,
that such $200,000 limitation

3
<PAGE> 12

shall be deemed to be automatically adjusted from time to time as and when cost
of living adjustments are prescribed by the Secretary of the Treasury in
accordance with Section 415(d) of the Code. For plan years beginning after
December 31, 1993, an employe's Basic Compensation in excess of $150,000 shall
be disregarded for purposes of determining Basic Compensation, provided,
however, that such $150,000 limitation shall be deemed to be automatically
adjusted from time to time as and when cost of living adjustments are
prescribed by the Secretary of the Treasury in accordance with Sections 415(d)
and 401(a)(17) of the Code.

SECTION 2.9.5. "BASIC ELECTIVE EMPLOYER CONTRIBUTIONS" shall mean,
effective commencing with the pay period ending July 4, 1993, the amount of
money contributed by a Participant under Section 4.2 which is not more than 6%
of a Participant's Basic Compensation increased to the next whole dollar
amount, subject to the limitations set forth in Section 4.2. Effective with
the first pay period in April, 1994, "BASIC ELECTIVE EMPLOYER CONTRIBUTIONS"
shall mean the amount of money contributed by a Participant under Section 4.2
which is not more than 8% of a Participant's Basic Compensation increased to
the next whole dollar amount, subject to the limitations set forth in Section
4.2. Effective with the second pay period ending in May, 1994, "BASIC ELECTIVE
EMPLOYER CONTRIBUTIONS" shall mean the amount of money contributed by a
Participant under Section 4.2 which is not more than 8% of a Participant's
Basic Compensation subject to the limitations set forth in Section 4.2.

4
<PAGE> 13

Participant's Basic Compensation, the total amount of money contributed by the
Participant under Section 4.1 shall be considered Basic Employe Contributions.
Effective with the first pay period in April, 1994, "BASIC EMPLOYE
CONTRIBUTIONS" shall mean the amount of money contributed by a Participant
under Section 4.1 which, when added to the Participant's Basic Elective
Employer Contributions, is equal to 8% of the Participant's Basic Compensation
increased to the next whole dollar amount, subject to the limitations set forth
in Section 4.1. Effective with the second pay period ending in May, 1994,
"BASIC EMPLOYE CONTRIBUTIONS" shall mean the amount of money contributed by a
Participant under Section 4.1 which, when added to the Participant's Basic
Elective Employer Contributions, is equal to 8% of the Participant's Basic
Compensation, subject to the limitations set forth in Section 4.1. If the
amount of money contributed by a Participant under Section 4.1, when combined
with a Participant's Basic Elective Employer Contributions, is less than 8% of
the Participant's Basic Compensation, the total amount of money contributed by
the Participant under Section 4.1 shall be considered Basic Employe
Contributions.

SECTION 2.9.8. "BENEFIT PLAN ADMINISTRATION" shall mean the Benefit Plan
Administration Section of the Treasurer's Organizational Unit of the Company.

SECTION 2.10. "BOARD OF DIRECTORS" shall mean the Board of Directors of
the Company.

SECTION 2.10.5. "CHAIRMAN OF THE BOARD OF DIRECTORS" shall mean that
person holding the position of Chairman of the Board of Directors of the
Company.

SECTION 2.11. "CODE" shall mean the Internal Revenue Code of 1986, as
amended.

SECTION 2.12. "COMMITTEE" shall mean the Savings Plan Committee of the
Company appointed by the Chairman of the Board of Directors.

5
<PAGE> 14

SECTION 2.13. "COMPANY" shall mean The Detroit Edison Company.

SECTION 2.14. "DETROIT EDISON COMMON STOCK" shall mean shares of Common
Stock of The Detroit Edison Company.

SECTION 2.15. "DETROIT EDISON COMMON STOCK FUND" shall mean the Fund
established pursuant to Section 6.1(c).

SECTION 2.15.6. "DIRECT ROLLOVER" shall mean, effective January 1, 1993,
an Eligible Rollover Distribution that is paid directly to an Eligible
Retirement Plan specified by the Distributee.

SECTION 2.15.8. "DIRECT ROLLOVER CONTRIBUTION" shall mean, effective
March 1, 1995, any amount contributed to the Plan in accordance with Section
4.7.

SECTION 2.16.5. "DISCRETIONARY ACCOUNT CASH FUND" shall mean, effective
commencing with the pay period ending July 4, 1993, the Fund established
pursuant to Section 6.1(e). Effective June 30, 1994, this Section 2.16.5 is
deleted.

6
<PAGE> 15

SECTION 2.17. "DIVERSIFIED EQUITIES FUND" shall mean the Fund established
pursuant to Section 6.1(a). Effective June 30, 1994, this Section 2.17 is
deleted.

SECTION 2.18. "EFFECTIVE DATE" shall mean June 6, 1983.

SECTION 2.19. "ELECTIVE EMPLOYER CONTRIBUTION ACCOUNT" shall mean the
account maintained for a Participant to record his or her portion of Elective
Employer Contributions and adjustments thereto.

Effective commencing with the pay period ending July 4, 1993, "Elective
Employer Contributions" shall mean the sum of a Participant's Basic Elective
Employer Contributions and Supplemental Elective Employer Contributions.

SECTION 2.21. "ELIGIBLE EMPLOYE" shall mean an Employe represented by
Local 223 of the Utility Workers Union of America.

SECTION 2.21.5. "ELIGIBLE RETIREMENT PLAN" shall mean, effective January
1, 1993, an individual retirement account described in section 401(a) of the
Code, an individual retirement annuity described in section 408(b) of the Code,
an annuity plan described in section 403(a) of the Code or a qualified trust
described in section 401(a) of the Code, that accepts the Distributee's
Eligible Rollover Distribution. However, in the case of an Eligible Rollover
Distribution to the surviving spouse, an Eligible Retirement Plan is an
individual retirement account or individual retirement annuity.

7
<PAGE> 16

SECTION 2.21.6. "ELIGIBLE ROLLOVER DISTRIBUTION" shall mean, effective
January 1, 1993, any distribution from the Plan to a Distributee except for (1)
a distribution which is one of a series of substantially equal periodic
payments made for the life expectancy of the Distributee or for a specified
period of ten (10) years or more; (2) a distribution to the extent required
because the Participant has attained the age of 70 1/2; (3) the portion of a
distribution which is not included in the Distributee's gross income
(determined without regard to the exclusion for net unrealized appreciation
with respect to employer securities); (4) corrective distributions of Elective
Employer Contributions and Employe Contributions under Section 4.6 of the Plan;
(5) distributions from the Plan which represent amounts returned to the
Participants pursuant to Section 11.1 of the Plan; and (6) a deemed
distribution resulting from a Plan loan which will otherwise fail to satisfy
the requirements of Code Section 72.

SECTION 2.23. "EMPLOYE CONTRIBUTION ACCOUNT" shall mean the account
maintained for a Participant to record his or her Employe Contributions and
adjustments thereto.

8
<PAGE> 17

SECTION 2.24. "EMPLOYE CONTRIBUTIONS" shall mean that amount contributed
to the Plan by a Participant which is not less than 1% nor more than 6% of the
Participant's Basic Compensation increased to the next whole dollar amount,
subject to the limitations set forth in Section 4.1, which is credited to the
Participant's Employe Contribution Account. Effective commencing with the pay
period ending July 4, 1993, "Employe Contributions" shall mean the sum of a
Participant's Basic Employe Contributions and Supplemental Employe
Contributions.

SECTION 2.25. "EMPLOYER" shall mean the Company or any Participating
Affiliate.

SECTION 2.27.5. "EXCESS ELECTIVE EMPLOYER CONTRIBUTION DEFERRALS" shall
mean, effective commencing with the pay period ending July 4, 1993, the amount
of a Participant's Elective Employer Contributions for the taxable year of the
Participant which, when combined with any other elective deferrals made by the
Participant for the same taxable year to any other qualified plans of any
member of the controlled group of corporations (within the meaning of Section
414(b) of the Code) of which an Employer is a member, exceeds $7,000, as
automatically adjusted from time to time as and when cost of living adjustments
are prescribed by the Secretary of the Treasury in accordance with Section
415(d) of the Code.

SECTION 2.28. "FUNDS" shall mean the investment funds established
pursuant to Section 6.1. When used in the singular, "Fund" shall mean one of
such Funds.

9
<PAGE> 18

SECTION 2.29. "GOVERNMENT OBLIGATIONS FUND" shall mean the Fund
established pursuant to Section 6.1(b). Effective commencing with the pay
period ending July 4, 1993, this Section 2.29 is deleted.

SECTION 2.30. "HIGHLY COMPENSATED EMPLOYE" shall mean any Employe
described in Section 414(q) of the Code and the Regulations thereunder. An
Employe is a Highly Compensated Employe if, during the look-back year, the
Employe (1) received Total Compensation from the Employer in excess of $75,000
(as adjusted pursuant to Section 415(d) of the Code; (2) received Total
Compensation from the Employer in excess of $50,000 (as adjusted pursuant to
Section 415(d) of the Code) and was a member of the top paid group for the
year; or (3) was an officer of the Employer and received Total Compensation
during such year that is greater than 50 percent of the dollar limitation in
effect under Section 415(b)(1)(A) of the Code. In addition, an Employe is a
Highly Compensated Employe if the Employe is a five percent owner of the
Employer at any time during the "look-back" or "determination" years or if the
Employe is described hereinabove when "determination year" is substituted for
"look-back year," and the Employe is one of the 100 employes who received the
most Total Compensation from the Employer during the determination year.

For this purpose, the determination year shall be the plan year. The
look-back year shall be the twelve-month period immediately preceding the
determination year.

10
<PAGE> 19

ranked on the basis of Total Compensation paid by the Employer during such
year, then the family member and the five percent owner or top-ten Highly
Compensated Employe shall be aggregated. In such case, the family member and
five percent owner or top-ten Highly Compensated Employe shall be treated as a
single Employe receiving compensation and plan contributions or benefits equal
to the sum of such compensation and Plan contributions or benefits of the
family member and five percent owner or top-ten Highly Compensated Employe.
For purposes of this section, family member includes the spouse, lineal
ascendants and descendants of the Employe or former employe and the spouses of
such lineal ascendants and descendants.

The determination of who is a Highly Compensated Employe, including the
determinations of the number and identity of Employes in the top- paid group,
the top 100 Employes, the number of Employes treated as officers and the
compensation that is considered, will be made in accordance with Section 414(q)
of the Code and the regulations thereunder.

SECTION 2.31. "HIGHLY COMPENSATED ELIGIBLE EMPLOYE" means a Highly
Compensated Employe who is an Eligible Employe.

SECTION 2.33. "LEASED EMPLOYE" shall mean an individual who satisfies the
requirements of Section 414(n)(2) of the Code.

11
<PAGE> 20

SECTION 2.34. "LOAN ACCOUNT" shall mean the separate Loan Account
maintained for a Participant established pursuant to Section 7.4 and the
Committee Regulations promulgated thereunder.

SECTION 2.35. "LOCAL 223" shall mean Local Union Number 223 of the
Utility Workers Union of America, affiliated with AFL-CIO.

SECTION 2.36. "MATCHING EMPLOYER CONTRIBUTIONS" shall mean the amounts
contributed to the Plan by an Employer on behalf of Participants as provided in
Section 5.1 of the Plan which are credited to each Participant's Matching
Employer Contribution Account.

SECTION 2.37. "MATCHING EMPLOYER CONTRIBUTION ACCOUNT" shall mean the
account maintained for a Participant to record his or her portion of Matching
Employer Contributions and adjustments thereto.

SECTION 2.38. "NON-HIGHLY COMPENSATED EMPLOYE" shall mean any Employe who
is not a Highly Compensated Employe.

SECTION 2.39. "NON-HIGHLY COMPENSATED ELIGIBLE EMPLOYE" shall mean any
Eligible Employe who is not a Highly Compensated Employe.

SECTION 2.40. "NON-MATURED AMOUNTS" shall mean funds which, as of the
date of determination, are attributable to Matching Employer Contributions
during the current Plan Year, the three immediately preceding Plan Years and
the earnings thereon.

SECTION 2.41. "NON-VESTED AMOUNTS" shall mean funds which, as of the date
of determination, are attributable to Matching Employer Contributions during
the current Plan Year, the three immediately preceding Plan Years, and the
earnings thereon, provided, however, that the Employe does not have five years
of service with the Employer, as defined in Section 9.2(a), or any member of
the controlled

12
<PAGE> 21

group of corporations (within the meaning of section 414(b) of the Code) of
which the Employer is a member, as defined by Section 9.2(a)(2).

SECTION 2.42. "PARTICIPANT" shall mean an Eligible Employe participating
in the Plan.

SECTION 2.42.5. "PARTICIPATING AFFILIATE" shall mean an affiliate of the
Company which adopts the Plan with the approval of the Chairman of the Board of
Directors of the Affiliate and the Chairman of the Board of Directors of the
Company. As a condition to participating in the Plan, such Affiliate shall
authorize the Chairman of the Board of Directors of the Company and the
Committee to act for it in all matters arising under the Plan and shall agree
to comply with such other terms and conditions as may be imposed by the
Chairman of the Board of Directors of the Company.

SECTION 2.43. "PARTICIPATING SUBSIDIARY" shall mean a Subsidiary of the
Company which adopts the Plan with the approval of the Chairman of the Board of
Directors of the Subsidiary and the Chairman of the Board of Directors of the
Company. As a condition to participating in the Plan, such Subsidiary shall
authorize the Chairman of the Board of Directors of the Company and the
Committee to act for it in all matters arising under the Plan and shall agree
to comply with such other terms and conditions as may be imposed by the
Chairman of the Board of Directors of the Company. Effective December 31,
1994, this Section 2.43 is deleted.

SECTION 2.44. "PAY ROLL" shall mean the Pay Roll Organizational Unit of
the Company. Effective June 30, 1994, this Section 2.44 is deleted.

SECTION 2.45. "PLAN" shall mean The Detroit Edison Company Employes'
Savings Plan for Employes Represented by Local 223 of the Utility Workers Union
of America, and all amendments thereto. Effective June 30, 1994, "Plan" shall

13
<PAGE> 22

mean The Detroit Edison Savings & Investment Plan for Employes Represented by
Local 223 of the Utility Workers Union of America and all amendments thereto.

SECTION 2.46. "PLAN YEAR" shall mean the period beginning with the
Effective Date of the Plan and ending December 31 of the same year and each
calendar year thereafter.

SECTION 2.47. "RETIREMENT" shall mean the termination of employment by a
Participant other than by his or her death or Disability where the Participant
has attained the age of 65.

SECTION 2.47.5. "SHORT & INTERMEDIATE TERM BOND FUND" shall mean,
effective commencing with the pay period ending July 4, 1993, the Fund
established pursuant to Section 6.1(d). Effective June 30, 1994, this Section
2.47.5 is deleted.

SECTION 2.48. "SUBSIDIARY" shall mean any corporation of which more than
50% of the voting stock is owned directly or indirectly by The Detroit Edison
Company. Effective December 31, 1994, this Section 2.48 is deleted.

SECTION 2.48.5. "SUPPLEMENTAL ELECTIVE EMPLOYER CONTRIBUTIONS" shall
mean, effective commencing with the pay period ending July 4, 1993, the amount
of money contributed by the Participant under Section 4.2 which exceeds the
Participant's Basic Elective Employer Contributions and which does not qualify
for any Matching Employer Contributions under Section 5.1 of the Plan.

SECTION 2.48.6. "SUPPLEMENTAL EMPLOYE CONTRIBUTIONS" shall mean,
effective commencing with the pay period ending July 4, 1993, the amount of
money contributed by a Participant under Section 4.1 which exceeds the
Participant's Basic Employe Contributions and which does not qualify for any
Matching Employer Contributions under Section 5.1 of the Plan.

14
<PAGE> 23

SECTION 2.49. "TOTAL COMPENSATION" shall mean an Eligible Employe's Basic
Compensation and any other payments made by the Company or a Participating
Subsidiary to the Eligible Employe which are included in the Eligible Employe's
gross income for federal income tax purposes for that Plan Year. An Eligible
Employe's Total Compensation shall also include any Elective Employer
Contributions made by the Eligible Employe to the Plan for that Plan Year and
any salary reductions elected under The Detroit Edison Company Flexible
Spending Plan. When an employe begins, ceases, or resumes to be an Eligible
Employe during the Plan Year, his or her Total Compensation shall include
amounts included in his or her gross income for the entire Plan Year. In no
event, however, shall an Eligible Employe's Total Compensation exceed $200,000,
as automatically adjusted from time to time as and when cost of living
adjustments are prescribed by the Secretary of the Treasury in accordance with
Section 415(d) of the Code. Effective January 1, 1994, in no event, however,
shall an Eligible Employe's Total Compensation exceed $150,000, as
automatically adjusted from time to time as and when cost of living adjustments
are prescribed by the Secretary of the Treasury in accordance with Section
415(d) and 401(a)(17)(B) of the Code.

SECTION 2.50. "TRUST AGREEMENT" shall mean the agreement or agreements
specifically designated as a Trust Agreement between the Company and the
Trustee which provides for the investment of contributions to the Plan.

SECTION 2.51. "TRUST FUND" shall mean the aggregate of the contributions
made by Participants and by an Employer to the Plan and held under or pursuant
to the Trust Agreement, increased by profits or income thereon, and decreased
by payments and losses therefrom.

SECTION 2.52. "TRUSTEE" shall mean an individual or individuals or a
corporation or corporations by whom assets of the Plan are held under the Trust
Agreement.

15
<PAGE> 24

SECTION 2.52.5. "U.S. GOVERNMENT PLUS BOND FUND" shall mean, effective
commencing with the pay period ending July 4, 1993, the Fund established
pursuant to Section 6.1(b). Effective June 30, 1994, this Section 2.52.5 is
deleted.

SECTION 2.53. "VALUATION DATE" shall mean the last business day of each
Accounting Period, or such other date or dates as may be designated by the
Committee. "VALUATION DATE" shall mean, effective June 30, 1994, any business
day on which stocks are actively traded on the New York Stock Exchange.

16
<PAGE> 25

ARTICLE III
ELIGIBILITY AND PARTICIPATION

SECTION 3.2. PARTICIPATION. Each Eligible Employe may become a
Participant in the Plan by executing and delivering an Enrollment Form to Pay
Roll at least twenty days prior to the Enrollment Date. Effective commencing
with the pay period ending July 4, 1993, each Eligible Employe may become a
Participant in the Plan executing and delivering an Enrollment Form to Pay Roll
at least ten days prior to the Enrollment Date. Effective June 30, 1994, each
Eligible Employe may become a Participant in the Plan on the Enrollment Date by
executing and delivering an Enrollment Form to Benefit Plan Administration on
or before the 20th day of any month. The Enrollment Form shall authorize the
Participant's Employer to withhold a specified percentage of the Participant's
Basic Compensation, and pay such payroll deductions to the Trustee for
investment under the Plan in accordance with the Participant's instructions.
Enrollment in the Plan is voluntary.

17
<PAGE> 26

ARTICLE IV
EMPLOYE CONTRIBUTIONS AND ELECTIVE EMPLOYER CONTRIBUTIONS

SECTION 4.2. ELECTIVE EMPLOYER CONTRIBUTIONS. A Participant may elect to
have his or her Basic Compensation reduced each pay week or month, whichever is
applicable, by 1%, 2%, 3%, 4%, 5%, or 6% and have his or her Employer
contribute such amount to the Plan, provided, however, that the six percent
(6%) maximum shall be reduced by the percent, if any, elected under Section
4.1. Effective commencing with the pay period ending July 4, 1993, a
Participant may elect to have his or her Basic Compensation reduced each pay
week or month, whichever is applicable, by 1%, 2%, 3%, 4%, 5%, 6%, 7%, 8%, 9%,
or 10% and have his or her Employer contribute such amount to the Plan,
provided, however, that the ten percent (10%) maximum shall be reduced by the
percent, if any, elected under Section 4.1. Effective with the second pay
period ending in May, 1994, a Participant may elect to have his or her Basic
Compensation reduced each pay period by 1%, 2%, 3%, 4%, 5%, 6%, 7%, 8%, 9%, or
10% and have his or her Employer

18
<PAGE> 27

contribute such amount to the Plan, provided, however, that the ten percent
(10%) maximum shall be reduced by the percent, if any, elected under Section
4.1.

Notwithstanding the foregoing, the amount of a Participant's Elective
Employer Contribution for the taxable year of the Participant, when combined
with any other elective deferrals made by the Participant for the same taxable
year to any other qualified plans of any member of the controlled group of
corporations (within the meaning of Section 414(b) of the Code) of which an
Employer is a member, shall not exceed $7,000, as automatically adjusted from
time to time as and when cost of living adjustments are prescribed by the
Secretary of the Treasury in accordance with Section 415(d) of the Code. The
adjusted limitation shall be effective as of January first of each calendar
year. If, however, an Excess Elective Employer Contribution Deferral occurs as
a result of the Participant's participation in this Plan or in any other
qualified plan of any member of the controlled group of corporations (within
the meaning of Section 414(b) of the Code) of which an Employer is a member,
such amount, along with the income earned thereon, shall be returned to the
Participant by April 15 of the calendar year immediately following the calendar
year in which the Excess Elective Employer Contribution Deferral occurs. The
income earned thereon shall be determined in the same manner in which income
allocable to distributed excess Elective Employer Contributions is determined
under Section 4.6(f) of this Plan.

Notwithstanding the foregoing, the Employer may, at any time during the
Plan Year or within two and one-half months after the close of the Plan Year,
reduce the percent elected for any or all of the Highly Compensated Eligible
Employes if necessary to comply with Section 401(k) of the Code and regulations
thereunder, provided, however, that any such reduction and re-characterization
or distribution which occurs after the close of the Plan Year shall be carried
out in compliance with Section 4.6. The amount of the contributions
representing the reduction in the percentage elected shall either be
re-characterized as Employe Contributions, or distributed to the affected
Highly Compensated Eligible

19
<PAGE> 28

Employes in the sole discretion of the Savings Plan Committee within two and
one-half months of the close of the Plan Year.

Elective Employer Contributions relating to a Plan Year shall in no event
be paid to the Trustee later than 30 days following the end of such Plan Year.

20
<PAGE> 29

Compensation within the limitations of Sections 4.1 and 4.2 by giving written
notice of such change to Pay Roll on a form provided for such purpose at least
ten (10) days before the end of any month. Such change shall become effective
with the employe's first payroll week ending with the following month. No more
than one such change may be made in any one Plan Year. Effective June 30,
1994, the percentage of Basic Compensation contributed to the Plan by a
Participant shall continue in effect until the Participant changes the
percentage of his or her Employe or Elective Employer Contributions. A
Participant may change his or her Employe or Elective Employer Contributions to
a higher or lower percentage of Basic Compensation within the limitations of
Sections 4.1 and 4.2 once each calendar month.

SECTION 4.5. SUSPENSION OF EMPLOYE OR ELECTIVE EMPLOYER CONTRIBUTIONS.

(a) A Participant may suspend all, but not less than all, of his or her
Employe or Elective Employer Contributions to the Plan at any time by giving
written notice thereof to Pay Roll on a form provided for such purpose at least
twenty (20) days before the end of any month. Effective commencing with the
pay period ending July 4, 1993, a Participant may suspend all, but not less
than all, of his or her Employe or Elective Employer Contributions to the Plan
at any time by giving written notice thereof to Pay Roll on a form provided for
such purpose at least ten (10) days before the end of any month. Such
suspension shall become effective with the employe's first payroll week ending
in the following month and continue for at least three (3) months. A
Participant may terminate such suspension as of the end of the third month of
suspension, or as of the end of any subsequent month, by giving written notice
of the termination to Pay Roll on a form provided for that purpose at least
twenty (20) days before the end of such month. Effective commencing with the
pay period ending July 4, 1993, a Participant may terminate such suspension as
of the end of the third month of suspension, or as of the end of any subsequent
month, by giving written notice of the termination to Pay Roll on a form
provided for that purpose at least ten (10) days before the end of such month.
No Participant may suspend all contributions

21
<PAGE> 30

pursuant to this Section 4.5(a) more than once in any Plan Year. Effective
June 30, 1994, a Participant may suspend all, but not less than all, of his or
her Employe or Elective Employer Contributions to the Plan at any time, such
suspension to be effective as soon as practicable. Such suspension shall
continue for at least three months. A Participant may terminate such
suspension as of the end of the third month of suspension, or any time
thereafter. No Participant may suspend all contributions pursuant to this
Section 4.5(a) more than once in any Plan Year.

(b) If a Participant is granted an unpaid illness leave or personal leave
by the Company, there shall be no Employe or Elective Employer Contributions
made during the period of the leave.

Subject to the limitations of Section 11.1, where a Participant is being
paid under provisions of the absence pay, or extended disability pay plan of
the Company, Employe and Elective Employer Contributions will be deducted from
his or her payments.

A Participant who is being paid benefits under the provisions of the
absence pay or extended disability pay plan of the Company may at any time
elect to suspend contributions at the end of any month by giving written notice
on a form provided for that purpose to Pay Roll at least twenty (20) days
before the end of such month. Effective commencing with the pay period ending
July 4, 1993, a Participant who is being paid benefits under the provisions of
the absence pay or extended disability pay plan of the Company may at any time
elect to suspend contributions at the end of any month by giving written notice
on a form provided for that purpose to Pay Roll at least ten 10 days before the
end of the month. Effective June 30, 1994, a Participant who is being paid
benefits under the provisions of the absence pay or extended disability pay
plan of the Company may at any time elect to suspend contributions, such
suspension to be effective as soon as practicable. In such event,
contributions will be suspended for the remaining period that the Employe is
receiving absence pay or extended disability

22
<PAGE> 31

payments. The Employe may resume participation in the Plan when returning to
work by signing another Enrollment Form in the manner prescribed in Section
3.2.

(d) In cases of a suspension of Employe or Elective Employer
Contributions, Matching Employer Contributions on behalf of such Participant
shall be automatically suspended for a like period.

SECTION 4.6. NONDISCRIMINATION TESTING. This Section 4.6 is solely for
determining compliance with the special discrimination rules under Section
401(k) of the Code so that the Employer may make the necessary adjustments
pursuant to Sections 4.1 and 4.2 to reduce the elected percentages for affected
Highly Compensated Eligible Employes. The Plan will comply with one of the two
tests set forth in Section 4.6(a) for every Plan Year.

(a) The elections made by Participants pursuant to Section 4.2 will
comply with the special discrimination rules of Code Section 401(k) if the
Average Deferral Percentage for all Highly Compensated Eligible Employes for
the Plan Year is no greater than (1) the greater of the Average Deferral
Percentage for all Non-Highly Compensated Eligible Employes for the Plan Year
multiplied by 1.25 (1.25 test), or (2) the lesser of the Average Deferral
Percentage for all Non-Highly Compensated Eligible Employes for the Plan Year
multiplied by 2 or the Average Deferral Percentage for all Non-Highly
Compensated Eligible Employes for the Plan Year plus two percentage points (2.0
test).

(b) If the elections made pursuant to Section 4.2 do not satisfy either
the 1.25 or 2.0 test, excess Elective Employer Contributions shall either be

23
<PAGE> 32

recharacterized as Employe Contributions, or be distributed to the Participant,
in accordance with Section 4.6(d) or 4.6(e), as applicable. The decision as to
whether to re-characterize or distribute excess Elective Employer Contributions
shall be made by the Savings Plan Committee in its sole discretion.

(c) The amount of excess Elective Employer Contributions for each Highly
Compensated Employe for a Plan Year shall be determined by reducing the Actual
Deferral Ratio of the Highly Compensated Employe with the highest Actual
Deferral Ratio to the Actual Deferral Ratio of the Highly Compensated Employe
with the next highest Actual Deferral Ratio. This process is repeated until
the special discrimination rules of Code Section 401(k) are satisfied for the
Plan Year.

(d) If the Savings Plan Committee determines that excess Elective
Employer Contributions should be recharacterized for the Plan Year, such
recharacterization must occur within two and one half months after the close of
the Plan Year in which such excess Elective Employer Contributions occurred.
The Plan Administrator shall notify all affected employes and the Employer of
this re-characterization within the two and one half month period. Income
earned on such re-characterized amounts will not be re-characterized. Such
re-characterized amounts will be included in the affected employe's income for
the taxable year during which it would have been included in his or her gross
income had he or she originally elected to have such amounts contributed to the
Plan as Employe Contributions.

24
<PAGE> 33

Contribution was made to the Plan. Matching Employer Contributions which have
not vested at the time of the distribution and which are attributable to excess
Elective Employer Contributions which are to be distributed and the income
attributable thereto shall be forfeited in accordance with the forfeiture rules
set forth in this Plan.

(f) Income allocable to distributed excess Elective Employer
Contributions and forfeited Matching Employer Contributions shall be the income
or loss allocated to the Employe's Elective Employer Contribution and Matching
Employer Contribution accounts multiplied by a fraction, the numerator of which
is the excess contribution and the denominator of which is the sum of the
account balances reduced by the income and increased by the loss attributable
to those accounts for the Plan Year. In addition, the Plan Administrator may,
at its discretion, treat as income allocable to distributed excess Elective
Employer Contributions and forfeited Matching Employer Contributions the income
or loss allocated to the Employe's Elective Employer Contribution and Matching
Employer Contribution accounts from the end of the Plan Year during which such
excess contributions occurred (gap period) to the date of the distribution of
such excess contributions multiplied by a fraction, the numerator of which is
the excess contribution and the denominator of which is the sum of the account
balances reduced by the income and increased by the loss attributable to those
accounts for the gap period.

(g) Excess Elective Employer Contribution Deferrals and excess Elective
Employer Contributions shall be determined and either re-characterized or
distributed, as applicable, in the following order:

(a) Excess Elective Employer Contribution Deferrals; and

(b) excess Elective Employer Contributions.

25
<PAGE> 34

SECTION 4.7. DIRECT ROLLOVER CONTRIBUTIONS. Effective March 1, 1995,
notwithstanding any limitations on contributions to the contrary contained in
the Plan (other than in this Section 4.7), the Trustee may, in accordance with
the rules adopted by the Committee, receive on behalf of any Eligible Employe
who is eligible to participate in the Plan in accordance with Section 3.1 of
Article III hereunder, an eligible rollover distribution, as that term is
defined in Section 402 of the Code, from any plan qualified under Section
401(a) of the Code, provided that (a) the eligible rollover distribution must
be in an amount of at least $5,000; (b) the Trustee receives the assets through
a direct rollover, as that term is defined in Section 402 of the Code, from the
distributing qualified plan into the Plan; and (c) the assets to be rolled over
are attributable solely to employer contributions, including elective
contributions under a plan qualified under Section 401(k) of the Code, and
earnings on any employe and employer contributions. Notwithstanding the
foregoing, in no event shall the Trustee or the Plan accept any rollovers
hereunder that could disqualify the Plan under Section 401(a) of the Code.

26
<PAGE> 35

ARTICLE V
MATCHING EMPLOYER CONTRIBUTIONS

SECTION 5.1. AMOUNT AND PAYMENT OF MATCHING EMPLOYER CONTRIBUTIONS.
Except as otherwise provided in this Article V, Article XI, and in Sections
10.3 and 10.4, each Employer shall contribute to the Plan on behalf of its
Employes participating in the Plan an amount equal to the sum of (a) 50% of the
aggregate of such Employes' Employe and Elective Employer Contributions to the
Plan, and (b) the forfeitures to be restored to the credit of its respective
Participants by reason of their making the payments specified in Section 10.6.
Effective commencing with the pay period ending July 4, 1993, except as
otherwise provided in this Article V, Article XI, and in Sections 10.3 and
10.4, each Employer shall contribute to the Plan on behalf of its Employes
participating in the Plan an amount equal to the sum of (a) 50% of the
aggregate of such Employes' Basic Employe Contributions and Basic Elective
Employer Contributions to the Plan, and (b) the forfeitures to be restored to
the credit of its respective Participants by reason of their making the
payments specified in Section 10.6. Matching Employer Contributions with
respect to a Plan Year shall be paid to the Trustee no later than the due date
(including extensions of time) for filing the Employer's Federal income tax
return for such year.

SECTION 5.2. MATCHING EMPLOYER CONTRIBUTIONS AND ELECTIVE EMPLOYER
CONTRIBUTIONS TO BE PAID FROM EARNINGS. Matching Employer Contributions and
Elective Employer Contributions to the Plan shall be made by each Employer only
out of current and/or retained earnings of the Company on a consolidated basis
as shown on its consolidated financial statements for the current fiscal year.
Notwithstanding the foregoing, the Plan shall be designated as a profit sharing
plan for purposes of Sections 401(a), 402, 404, 412 and 417 of the Code.

27
<PAGE> 36

as provided in Section 10.2, withdrawal under Section 10.3, or the Company's
inability to locate a Participant or beneficiary to whom a benefit is due, as
provided in Section 10.10.

SECTION 5.4. RETURN OF MATCHING EMPLOYER CONTRIBUTIONS.

28
<PAGE> 37

ARTICLE VI
FUNDS

(a) A "Diversified Equities Fund" which shall be invested directly or
indirectly in common stocks within the limitations specified in the Trust
Agreement.

Effective commencing with the pay period ending July 4, 1993, the
following Funds shall be maintained for the collective investment on behalf of
Participants of Employe Contributions, Elective Employer Contributions and
Matching Employer Contributions to the Plan:

(a) an index fund, commonly referred to as Fund A or the Diversified
Equities Fund;

29
<PAGE> 38

(b) a government bond fund, commonly referred to as Fund B or the
U.S. Government Plus Bond Fund (formerly Government Obligations
Fund);

(c) a fund invested solely in Detroit Edison Common Stock, commonly
referred to as Fund C or the Detroit Edison Common Stock Fund;

(d) a bond fund, commonly referred to as Fund D or the Short &
Intermediate Term Bond Fund; and

(e) a cash equivalent fund, commonly referred to as Fund E or the
Discretionary Account Cash Fund.

Notwithstanding the foregoing, a portion of the above Funds may be
maintained in cash, or may be invested temporarily, directly or indirectly, in
certain short-term obligations as permitted by the Trust Agreement. Dividends,
interest and other income in respect of any Fund shall be reinvested in the
same Fund to the extent not used to pay expenses of the Plan.

Further information concerning these funds can be obtained from Pay Roll
upon request.

Effective June 30, 1994, Funds shall be maintained for the investment on
behalf of Participants of Employe Contributions, Elective Employer
Contributions and Matching Employer Contributions and, effective March 1,
1995, Direct Rollover Contributions to the Plan as selected from time to time
by the Savings Plan Committee. One of these Funds shall be the Detroit Edison
Common Stock Fund.

Effective June 30, 1994, a new Plan Trustee was appointed. On June 30,
1994, the former Trustee for the Plan transferred the Plan assets to the
current Trustee. Pending completion of a reconciliation of account balances
necessitated by the change in the Plan Trustee, the June 29, 1994 account
balances of

30
<PAGE> 39

Participants were temporarily transferred to and invested by the new Trustee
("mapped") as follows:

<TABLE>
<CAPTION>
FORMER INVESTMENT OPTION TEMPORARY INVESTMENT OPTION
------------------------ ---------------------------
<S> <C>
Discretionary Account Cash Fidelity Retirement Money Market
Fund Portfolio
U.S. Government Plus Bond Fidelity Retirement Money Market
Fund Portfolio
Short & Intermediate Term Fidelity Retirement Money Market
Bond Fund Portfolio
Diversified Equities Fund Fidelity U.S. Equity Index
Portfolio
Detroit Edison Common Stock Detroit Edison Common Stock
Fund Fund
</TABLE>

Assets held in the Discretionary Account Cash Fund, the U.S. Government
Plus Bond Fund and the Short & Intermediate Term Bond Fund were converted to
cash and then invested by the new Trustee in the Fidelity Retirement Money
Market Portfolio pending conclusion of the reconciliation. Company common
stock and cash in the Detroit Edison Common Stock Fund were transferred to the
new Trustee in kind. Assets in the Diversified Equities Fund representing the
Plan's proportionate ownership in such Fund were transferred to the new Trustee
in kind. Notwithstanding anything herein to the contrary, during the
reconciliation period, Participants were permitted to engage only in certain
minimal types of Plan transactions.

On August 29, 1994, the reconciliation was completed and the Trustee
invested the principal and earnings on amounts in the mapped Funds pursuant to
directions from Participants. For any Participant who failed to provide the
Trustee with new investment directions, the Participant's account balance

31
<PAGE> 40

remained in the Fund or Funds into which it had been mapped during the
reconciliation period.

SECTION 6.3. DETROIT EDISON COMMON STOCK FUND.

(a) Contributions received by the Trustee for the Detroit Edison Common
Stock Fund are invested entirely in Company Common Stock and short-term
investments in a liquidity reserve.

32
<PAGE> 41

contributions shall be made at a price equal to the closing price per share on
the New York Stock Exchange Composite Tape on the date of such purchase or
contribution or, if there were no such trades on such date, on the last
previous day on which such Common Stock was traded, unless and until the
Company and the Trustee shall agree on a different method for determining fair
market value.

SECTION 6.4. BENEFITS TO BE PAID FROM TRUST. Benefits under the Plan
shall be payable only from the Trust Fund and only to the extent that such
Trust Fund shall suffice therefor, and each Participant assumes all risk
connected with any decrease in market price of any securities in the respective
Funds. No Employer shall have any liability to make or continue from its own
funds the payment of any benefits under the Plan.

33
<PAGE> 42

ARTICLE VII
INVESTMENTS AND LOANS

Effective January 1, 1992, Employe, Elective Employer and Matching
Employer Contributions to the Plan shall be invested by the Trustee under the
Trust Agreement in the Funds established pursuant to Section 6.1 hereof. Upon
enrolling in the Plan, each Participant shall specify in writing to Pay Roll,
on a form prescribed by the Committee, the percentage of his or her Employe
Contributions and Elective Employer Contributions which shall be invested in
one of the following ways:

(a) entirely in the Diversified Equities Fund;
(b) entirely in the Government Obligations Fund;
(c) entirely in the Detroit Edison Common Stock Fund;
(d) among the three funds in multiples of 10% of a Participant's total
Employe and Elective Employer Contributions.

34
<PAGE> 43

Effective commencing with the pay period ending July 4, 1993, the
Participant shall specify in writing to Pay Roll, on a form prescribed by the
Committee, the percentage of his or her Employe Contributions and Elective
Employer Contributions which shall be invested in one of the following ways:

a. entirely in the Diversified Equities Fund;
b. entirely in the U.S. Government Plus Bond Fund;
c. entirely in the Detroit Edison Common Stock Fund;
d. entirely in the Short & Intermediate Term Bond Fund;
e. entirely in the Discretionary Account Cash Fund;
f. among the five Funds established pursuant to Section 6.1
hereof in multiples of 10% of the Participant's total
Employe and Elective Employer Contributions.

Effective January 1, 1992, the Employe Contributions and Elective Employer
Contributions of a Participant who on October 31, 1991 was investing his or her
Employe Contributions and Elective Employer Contributions equally in each of
types (a), (b), and (c), and who did not submit a change in direction form to
Pay Roll between November 20, 1991 and December 20, 1991 pursuant to Section
7.2, will be invested 30% in the Diversified Equities Fund, 30% in the
Government Obligations Fund and 40% in the Detroit Edison Common Stock Fund.

Effective June 30, 1994, the Participant shall designate the percentage of
his or her Employe Contributions, Elective Employer Contributions and,
effective March 1, 1995, Direct Rollover Contributions which shall be invested
in each of the Funds offered pursuant to Section 6.1. Such investment
directions shall be in no less than whole percentages.

Matching Employer Contributions shall be invested by the Trustee for the
account of the Participant in the Detroit Edison Common Stock Fund.

35
<PAGE> 44

SECTION 7.2. CHANGE IN INVESTMENT DIRECTION. Any investment direction
given by a Participant under Section 7.1 shall continue in effect until changed
by the Participant. A Participant may, not more than once in any Plan Year,
change any such direction by giving written notice of such change to Pay Roll
on a form provided for such purpose at least twenty (20) days before the end of
any month. Effective commencing with the pay period ending July 4, 1993, a
Participant may, not more than once in any calendar quarter, change any such
direction by giving written notice of such change to Pay Roll on a form
provided for such purpose at least ten (10) days before the end of any month.
Any such change shall become effective with the employe's first payroll period
ending in the following month in the form prescribed by the Committee. A
change in investment direction under this Section 7.2 shall not automatically
cause a transfer of investments under Section 7.3. For the period from
November 20, 1991 to December 20, 1991, a Participant may change his or her
investment direction, to be effective January 1, 1992, regardless of whether he
or she has already made one such change during the Plan Year.

For the period from July 8, 1993 to July 20, 1993, a Participant in the
Discretionary Account Cash Fund may change his or her investment direction
regardless of whether he or she has already made a permissible change in
investment direction for that quarter, but subject to the other Plan
restrictions on such changes in investment directions.

36
<PAGE> 45

that all or 50% of his or her interest in any one or more of the Funds relating
to Employe Contributions and Elective Employer Contributions be transferred to
any one or more of the other Funds, subject to the limitation contained in
Section 7.1. Effective January 1, 1992, a Participant (including a Participant
who has retired and is entitled to receive a distribution pursuant to Section
10.1 or Section 10.8) may, not more than once in any Plan Year, direct that all
or increments of 10% of his or her interest in any one or more of the Funds
relating to Employe Contributions and Elective Employer Contributions be
transferred to any one or more of the other Funds, subject to the limitation
contained in Section 7.1. All transfers under this Section 7.3 shall be made
as of the last day of the month in which the Participant gives written notice
to Pay Roll, on a form provided for such purpose, at least twenty (20) days
before the end of any such month.

Effective commencing with the pay period ending July 4, 1993, a
Participant (including a Participant who has retired and is entitled to receive
a distribution pursuant to Section 10.1 or Section 10.8) may, not more than
once in any calendar quarter, direct that all or increments of 10% of his or
her interest in any one or more of the Funds relating to Employe Contributions,
Elective Employer Contributions and matured Matching Employer Contributions be
transferred to any one or more of the other Funds.

All transfers under this Section 7.3 shall be made as of the last day of
the month in which the Participant gives written notice to Pay Roll, on a form
provided for such purpose, at least ten (10) days before the end of any such
month.

For the period from July 9, 1993 to July 20, 1993, a Participant in the
Discretionary Account Cash Fund may transfer his or her investments to or from
any of the other available funds regardless of whether he or she has already
made a permissible change in investment direction for that quarter, but subject
to the other Plan restrictions on such transfers.

37
<PAGE> 46

SECTION 7.4. LOAN ACCOUNTS. Participants, and, effective October 12,
1989, those former Participants who terminate employment with the Company, but
remain parties in interest, as defined by ERISA Section 3(14), to whom loans
can be made available without violating the Code or Treasury Regulations
("Parties in Interest"), shall be permitted to borrow from their Elective
Employer Contribution Accounts. After a request to borrow is received, Units
sufficient at current market value to satisfy the request shall be transferred
to a separate Loan Account and paid in cash to the borrowing Participant or
Party in Interest. Amounts repaid, including interest, shall be transferred
from the separate Loan Account and Units of the Funds shall be purchased at the
market value in effect at repayment. Loans will be made available to all
Participants and Parties in Interest on a reasonably equivalent basis, will not
be made available to highly compensated employes in an amount which is greater
than the amount made available to other employes and will be made in accordance
with the loan provisions set forth in the Plan and the Savings Plan Committee
Regulations for Loan Program under Article VII of the Detroit Edison Company
Employes' Savings Plan ("Loan Regulations"). Each loan made shall (1) bear a
reasonable rate of interest, (2) provide for specific terms of repayment and
(3) be adequately secured. No loan shall be made that would be considered a
distribution from this Plan under Section 72 of the Code.

Effective June 30, 1994, Participants, and, effective October 12, 1989,
those former Participants who terminate employment with the Company, but remain

38
<PAGE> 47

parties in interest, as defined by ERISA Section 3(14), to whom loans can be
made available without violating the Code or Treasury Regulations ("Parties in
Interest"), shall be permitted to borrow from their Elective Employer
Contribution and Employe Contribution and, effective March 1, 1995, Direct
Rollover Contribution Accounts. After a request to borrow is received, units
and shares sufficient at current market value to satisfy the request shall be
transferred to a separate Loan Account and paid in cash to the borrowing
Participant or Party in Interest. Amounts repaid, including interest, shall be
transferred from the separate Loan Account and units and shares of the Funds
shall be purchased at the market value in effect at repayment. Loans will be
made available to all Participants and Parties in Interest on a reasonably
equivalent basis, will not be made available to highly compensated employes in
an amount which is greater than the amount made available to other employes and
will be made in accordance with the loan provisions set forth in the Plan and
the Savings Plan Committee Regulations for Loan Program under Article VII of
the Detroit Edison Company Employes' Savings Plan ("Loan Regulations"). Each
loan made shall (1) bear a reasonable rate of interest, (2) provide for
specific terms of repayment and (3) be adequately secured. No loan shall be
made that would be considered a distribution from this Plan under Section 72 of
the Code.

The Committee is authorized to establish a loan program in accordance with
this Section 7.4, shall promulgate Loan Regulations and forms to implement this
Section 7.4 and shall administer the loan program in a non-discriminatory
manner. Effective October 12, 1989, the Loan Regulations shall become a part of
this Plan and shall be incorporated herein by reference. The Loan Regulations
and forms may be revised and amended from time to time by the Committee.

39
<PAGE> 48

ARTICLE VIII
ACCOUNTS

SECTION 8.1. ESTABLISHMENT OF ACCOUNTS. The Committee shall maintain or
cause to be maintained an Account for each Participant which shall reflect the
source of all contributions as a result of Employe, Elective Employer and
Matching Employer, and effective March 1, 1995, Direct Rollover Contributions
made by or on behalf of the Participant. Each Participant will be furnished a
statement of account at least annually and upon any investment transfer,
distribution or withdrawal.

SECTION 8.2. MEASURE OF ACCOUNTS.

(a) Effective June 30, 1994, the interests of Participants in the Funds
shall be measured by participating units or shares, as applicable, in the
particular Fund, the number and value of which shall be determined as of each
Valuation Date as provided in the next paragraph. Each participating unit
shall have an equal beneficial interest in the Fund.

40
<PAGE> 49

participating units shall be allocated, at such value, to and from the Fund
Accounts of Participants for all transactions by them or on their behalf with
respect to the Accounting Period which includes such Valuation Date. The value
of all participating units allocated to Participants' Accounts shall be
redetermined in a similar manner as of the Valuation Date in each Accounting
Period, and participating units shall be allocated to and from Participants'
Accounts at such value for all transactions with respect to such Accounting
Period. Fractional units shall be calculated to such number of decimal places
as shall be determined by the Committee from time to time.

(b) Effective June 30, 1994, with respect to Funds other than the
Detroit Edison Common Stock Fund, the Trustee shall determine the value of the
Fund in the manner described in Section 8.3(a), and the value so determined
shall be divided by the total number of shares outstanding. The number of
shares outstanding can vary each day depending on the number of purchases and
redemptions. The resulting quotient shall be the value of a share as of such
Valuation Date. The value of all shares allocated to Participants' Accounts
shall be redetermined in a similar manner as of each Valuation Date and shares
shall be allocated to and from Participants' Accounts at such value for all
transactions with respect to such Valuation Date. Fractional units shall be
calculated to such number of decimal places as shall be determined by the
Trustee from time to time.

41
<PAGE> 50

Stock Fund Accounts of Participants for all transactions by them or on their
behalf which are effective on such Valuation Date. The value of all
participating units allocated to Participants' Accounts shall be redetermined
in a similar manner as of each Valuation Date. Fractional units shall be
calculated to such number of decimal places as shall be determined by the
Committee from time to time.

(c) If a Participant shall direct, pursuant to Section 7.3, that his or
her interest in a Fund or any part thereof shall be transferred to another Fund
or Funds, or if a Participant's interest in a Fund or any part thereof is
distributed, withdrawn or forfeited under Article X, the number of
participating units representing such interest or portion thereof as of the
applicable Valuation Date shall be canceled for purposes of any subsequent
determination of the number and value of participating units in such Fund.

42
<PAGE> 51

(a) Effective June 30, 1994, with the exception of the Detroit Edison
Common Stock Fund, the total net assets of each Fund are calculated after the
close of exchanges each Valuation Date by taking the closing market value of
all securities owned by the Fund plus all other assets, such as cash, and
subtracting all liabilities. The Trustee's determination of market value shall
be conclusive.

(b) Effective June 30, 1994, the value of the Detroit Edison Common
Stock Fund as of any Valuation Date shall be the market value of all assets
(including any uninvested cash, accrued dividends, interest and other income)
held by the Fund as determined by the Trustee, reduced by the amount of any
accrued liabilities of the Fund on such Valuation Date. The Trustee's
determination of market value shall be conclusive.

43
<PAGE> 52

ARTICLE IX
MATURING OF PLAN YEARS - VESTING

SECTION 9.1. MATURING OF PLAN YEARS. A Plan Year shall mature on January
1 of the fourth calendar year following such Plan Year. A Participant's
interest in his or her Account attributable to Employe, Elective Employer and
Matching Employer Contributions made during a Plan Year which has matured shall
be deemed to have matured with respect to the Participant only if the
Participant remains continuously employed with the Company or a Subsidiary, and
effective December 31, 1994, an Affiliate, during the period beginning with the
Participant's first Employe or Elective Employer Contribution during the
matured Plan Year and ending on the December 31 immediately preceding the
January 1 on which such Plan Year matures. A Participant shall not be
considered to have interrupted his or her continuous service as a result of an
approved leave of absence, or as a result of a termination of employment if the
Participant returns to the employ of the Company or any Subsidiary, and
effective December 31, 1994, an Affiliate, in the Plan Year of separation and
is employed by the Company or a Subsidiary, and effective December 31, 1994,
any Affiliate, at the end of such Plan Year. A Participant who is terminated
from service for maternity or paternity reasons, shall not be considered to
have interrupted his or her continuous service in the Plan Year of such
termination, even though such Participant does not return to the employ of the
Company or any Subsidiary, and effective December 31, 1994, an Affiliate, at
the end of the Plan Year in which such termination occurred. For purposes of
this Section 9.1, an absence from work for maternity or paternity reasons means
an absence (1) by reason of pregnancy of the individual, (2) by reason of the
birth of a child of the individual, (3) by reason of the placement of a child
with the individual in connection with the adoption of such child by such
individual, or (4) for purposes of caring for such child for a period beginning
immediately following such birth or placement. Notwithstanding the foregoing,
a Participant's Supplemental Elective Employer Contributions, Supplemental
Employe Contributions, effective March 1, 1995, Direct Rollover Contributions,
and the earnings thereon shall be matured immediately upon

44
<PAGE> 53

contribution to the Plan and shall always be deemed to belong to a matured Plan
Year.

SECTION 9.2. VESTING.

(a) A Participant's Account attributable to Matching Employer
Contributions shall vest as follows:

(i) An Employe's commencement date is the date on which
an Employe first performs an hour service for which he or she is entitled to be
paid by the Employer or any member of the controlled group of corporations
(within the meaning of Section 414(b) of the Code) of which the Employer is a
member.

(ii) An Employe's reemployment commencement date is the
date on which an Employe first performs an hour of service for which he or she
is entitled to be paid by the Employer or any member of the controlled group of
corporations (within the meaning of Section 414(b) of the Code) of which the

45
<PAGE> 54

Employer is a member after a period of severance not required to be taken into
account under the elapsed time rules.

(iii) An Employe's severance from service date is the
earlier of (a) the date an Employe resigns, is discharged, retires or dies or
(b) the first anniversary of the date on which the employe commenced
Disability, leave of absence or layoff. The severance from service date of an
Employe who is absent from service beyond the first anniversary of the first
day of absence by reason of a maternity or paternity absence described in
Section 9.1 is the second anniversary of the first day of such absence.

46
<PAGE> 55

in service is based on a one-year period of severance. If an Employe incurs a
one-year period of severance, all pre-break credited time may be disregarded
(1) until the Employe completes a one-year post-break period of service or (2)
forever if the Employe was not vested when the break in service occurred and
his or her consecutive one-year periods of severance exceed the greater of five
years or the aggregate number of years of service before the consecutive
one-year periods of severance. A Leased Employe who becomes an Eligible
Employe shall receive credit for all periods of service with the Employer for
the time period during which the Eligible Employe was a Leased Employe or would
have been a Leased Employe but for the failure to satisfy Section 414(n)(2)(B)
of the Code.

(3) If a Participant is eligible for Retirement, Incurs a
Disability or dies, such Participant shall have a 100% vested interest in his
or her Account attributable to Matching Employer Contributions for all Plan
Years. Notwithstanding any provision of this Plan to the contrary, a
Participant's interest in his or her Account attributable to Matching Employer
Contributions for all Plan Years shall be nonforfeitable at age 65.

(b) A Participant's interest in his or her Account attributable to
Employe or Elective Employer Contributions for all Plan Years shall be 100%
vested. Effective March 1, 1995, a Participant's interest in his or her
Account attributable to Employe Contributions, Elective Employer Contributions
and Direct Rollover Contributions for all Plan Years shall be 100% vested.

47
<PAGE> 56

ARTICLE X
DISTRIBUTIONS AND WITHDRAWALS

SECTION 10.1. DISTRIBUTION UPON RETIREMENT, DISABILITY OR DEATH. When a
Participant terminates employment on account of Retirement at age 55 or older
or Disability, the value of the Participant's Account shall be distributed to
the Participant in a lump sum payment unless an election for annual payments
has been made as provided for in Section 10.8(b), provided, however, a
Participant may elect to defer receipt of such lump sum payment or annual
payments to a specified date not later than his or her attainment of age
70-1/2. When a Participant dies, the value of the Account shall be distributed
to the Participant's beneficiary or, if none, to the Participant's estate in a
lump sum payment. The value of such Participant's account under this Section
10.1 shall be determined as of the Valuation Date coinciding with or next
preceding the date of distribution.

Effective June 30, 1994, when a Participant terminates employment on
account of Retirement at age 55 or older or Disability, the value of the
Participant's Account shall be distributed to the Participant in a lump sum
payment unless an election for annual or monthly payments has been made as
provided for in Section 10.8(b), provided, however, a Participant may elect to
defer receipt of such lump sum payment or annual or monthly payments to a
specified date not later than his or her attainment of age 70-1/2. In
addition, effective June 30, 1994, a Participant who terminates employment on
account of Retirement at age 55 or older or Disability and who has elected to
defer receipt of a lump sum payment may elect to take a partial distribution
at any time during the deferral period. When a Participant dies, the value of
the Account shall be distributed to the Participant's beneficiary or, if none,
to the Participant's estate in a lump sum payment. The value of such
Participant's account under this Section 10.1 shall be determined as of the
Valuation Date coinciding with the date of distribution.

48
<PAGE> 57

Effective June 30, 1994, upon termination of a Participant's employment
with the Company or any Subsidiary for a reason other than Retirement at age 55
or older, Disability or death, the vested portion of the Participant's Account,
determined as of the Valuation Date coinciding with the date of distribution,
shall be distributed to the Participant in a lump sum payment. If the
Participant dies after termination of employment but prior to distribution, the
vested portion shall be paid to the Participant's beneficiary, or, if none, to
the Participant's estate. The value of Non-Vested Amounts shall be forfeited
and shall be applied thereafter to reduce subsequent Matching Employer
Contributions. Any Participant who receives a distribution under this Section
10.2 shall be prohibited from contributing to the Plan for the period of 6
months following such distribution.

SECTION 10.3. WITHDRAWAL OF EMPLOYE AND MATCHING EMPLOYER CONTRIBUTIONS
DURING EMPLOYMENT.

(a) A Participant may, by written request to Pay Roll on the form
prescribed by the Committee, withdraw from the Plan all or part of the value of

49
<PAGE> 58

his or her combined Employe Contribution and Matching Employer Contribution
Account with respect to any matured Plan Year(s); provided, however any such
withdrawal shall be at least $500 and in $100 multiples in excess of that
amount, unless such withdrawal is 100% of such Employe Contributions and
Matching Employer Contributions. Each time a Participant makes more than one
such withdrawal during any Plan Year, subsequent Employe, Elective Employer and
Matching Employer Contributions shall be suspended for a three month period.

Effective June 30, 1994, once every six months a Participant may withdraw
from the Plan all or part of the value of his or her combined Employe
Contribution and Matching Employer Contribution Accounts with respect to any
matured Plan Year(s); provided, however any such withdrawal shall be at least
$500 and in $100 multiples in excess of that amount, unless such withdrawal is
100% of such Employe Contributions and Matching Employer Contributions.

(b) A Participant who has withdrawn all of the value of Employe and
Matching Employer Contributions from his or her Account with respect to Matured
Plan Years pursuant to paragraph (a) may, by written request to Pay Roll on the
form prescribed by the Committee, withdraw from the Plan 100%, and not less
than 100% of the value of his or her Employe Contributions with respect to all
Plan Years which have not matured. If a Participant makes such a withdrawal,
Employe, Elective Employer and Matching Employer Contributions with respect to
such Participant shall be suspended for a period of six (6) months, and the
Participant shall forfeit the value of any Non-Vested Amounts.

50
<PAGE> 59

respect to such Participant shall be suspended for a period of six (6) months,
and the Participant shall forfeit the value of any Non-Vested Amounts.

(c) Any suspension resulting from a withdrawal under this Section 10.3
shall run concurrently with any other suspension resulting from a withdrawal
under this Section 10.3 or Section 10.4.

(d) Any withdrawal made by a Participant pursuant to paragraph (a) of
this Section 10.3 shall be made pro rata from the portion of each Fund in which
the value of the Participant's Employe Contribution for matured years and
Matching Employer Contribution for matured years is invested. For record
keeping and tax purposes, such withdrawals shall be deemed to have been made in
the following order:

(1) Pre-1987 contributions to the Participant's Employe
Contribution Account;

(2) Amounts remaining in matured Plan Years of the Participant's
Employe Contribution Account;

(3) The withdrawable portion of the Participant's Matching Employer
Contribution Account;

(4) Non-matured Plan Years of the Participant's Employe
Contribution Account;

Effective commencing with the pay period ending July 4, 1993, for record
keeping and tax purposes, such withdrawals shall be deemed to have been made in
the following order:

(1) Pre-1987 contributions to the Participant's Employe
Contribution Account;

51
<PAGE> 60

(2) Basic Employe Contributions to the Participant's
Employe Contribution account remaining in matured Plan Years;

(3) Supplemental Employe Contributions;

(4) The withdrawable portion of the Participant's Matching Employer
Contribution Account;

(5) Basic Employe Contributions to the Participant's Employe
Contribution Account for non-matured Plan Years.

(e) The amount of a withdrawal made by a Participant pursuant to
preceding paragraphs (a) or (b) of this Section 10.3 shall be determined as of
the Valuation Date coinciding with or immediately preceding, or, effective June
30, 1994, coinciding with, the date such distribution is made.

52
<PAGE> 61

SECTION 10.4. WITHDRAWAL OF ELECTIVE EMPLOYER CONTRIBUTIONS AFTER
ATTAINING AGE 59-1/2.

Effective June 30, 1994, once every six months a Participant may withdraw
from the Plan all or part of the value of his or her Account representing
Elective Employer Contributions for matured Plan Year(s) and, effective
March 1, 1995, Direct Rollover Contributions after attaining the age of 59-1/2;
provided, however, that any such withdrawal shall be at least $500 and in $100
multiples, unless such withdrawal is 100% of the value of such Elective
Employer Contributions and, effective March 1, 1995, Direct Rollover
Contributions.

(b) A Participant who has attained age 59-1/2 and who has withdrawn all
of the value from his or her Account with respect to matured Plan Years
pursuant to paragraph (a) of this Section 10.4 may, by written request to Pay
Roll on the form prescribed by the Committee, withdraw from the Plan 100% and
not less than 100% of the value of his or her Elective Employer Contributions
with respect to all Plan Years which have not matured. If a Participant makes
such a withdrawal, Employe, Elective Employer and Matching Employer
Contributions with respect to such Participant shall be suspended for a period
of six (6) months, and the Participant shall forfeit the value of any
Non-Vested Amounts.

53
<PAGE> 62

(c) Any suspension resulting from a withdrawal under this Section 10.4
shall run concurrently with any other suspension resulting from a withdrawal
under Section 10.3 or this Section 10.4.

(1) Pre-1987 contributions to the Participant's Employe
Contribution Account;

(2) Amounts remaining in matured Plan Years of the Participant's
Employe Contribution Account;

(3) The withdrawable portion of the Participant's Matching Employer
Contribution Account;

(4) Amounts remaining in matured Plan Years of the Participant's
Elective Employer Contribution Account;

54
<PAGE> 63

(5) Non-matured Plan Years of the Participant's Employe
Contribution and Elective Employer Contribution Accounts.

Effective commencing with the pay period ending July 4, 1993, for record
keeping and tax purposes, such withdrawals shall be deemed to have been made in
the following order:

(1) Pre-1987 contributions to the Participant's Employe
Contribution Account;

(2) Basic Employe Contributions to the Participant's Employe
Contribution Account remaining in matured Plan Years:

(3) Supplemental Employe Contributions;

(4) Direct Rollover Contributions;

(5) The withdrawable portion of the Participant's Matching Employer
Contribution Account;

(6) Supplemental Elective Employer Contributions;

(7) Basic Elective Employer Contributions to the Participant's
Elective Employer Contribution Account remaining in matured Plan Years;

(8) Basic Employe Contributions and Basic Elective Employer
contributions to the Participant's Employe Contribution Account and Elective
Employer Contribution Account for non-matured Plan Years.

(e) The amount of a withdrawal made by a Participant pursuant to
preceding paragraphs (a) and (b) of this Section 10.4 shall be determined as of
the

55
<PAGE> 64

Valuation Date immediately preceding, or, effective June 30, 1994, coinciding
with, the date such distribution is made.

SECTION 10.5. WITHDRAWAL OF ELECTIVE EMPLOYER CONTRIBUTIONS DUE TO
HARDSHIP.

(a) Subject to subsection (b), a Participant who has not yet attained
age 59-1/2 may in the event of hardship, by written request to Pay Roll on the
form prescribed by the Committee, withdraw from the Plan all or part of the
value of his or her Account representing Elective Employer Contributions for
matured Plan Year(s); provided, however, that the hardship constitutes an
immediate and heavy financial need of the Participant; and provided further,
that any such withdrawal shall not exceed the amount necessary to satisfy the
hardship. No withdrawal under this paragraph (a) will be allowed until such
time as the Committee has determined that a hardship pursuant to Section 401(k)
of the Code exists. The Participant may be required to provide such
information as the Committee may require to determine whether such hardship
exists, including, but not limited to, a showing that the needed funds are not
reasonably available from other resources of the Participant.

(a) Effective June 30, 1994, subject to subsection (b), a Participant
who has not yet attained age 59-1/2 may in the event of hardship withdraw from
the Plan all or part of the value of his or her Account representing Elective
Employer Contributions for matured Plan Year(s); provided, however, that the
hardship constitutes an immediate and heavy financial need of the Participant;
and provided further, that any such withdrawal shall not exceed the amount
necessary to satisfy the hardship. No withdrawal under this paragraph (a) will
be allowed until such time as the Committee has determined that a hardship
pursuant to Section 401(k) of the Code exists. The Participant may be required
to provide such information as the Committee may require to determine whether
such hardship exists, including, but not limited to, a showing that the needed
funds are not reasonably available from other resources of the Participant.

56
<PAGE> 65

(b) Effective January 1, 1989, a Participant who has not yet attained
age 59 1/2 may, in the event of hardship, by written request to Pay Roll on the
form prescribed by the Committee, withdraw from the Plan all or part of the
value of his or her Account representing Elective Employer Contributions (and
the income allocated thereto as of December 31, 1988) for matured Plan Year(s);
provided, however, that the hardship constitutes an immediate and heavy
financial need of the Participant and the Participant does not have any other
resources reasonably available to meet the need. A Participant is deemed to
have an immediate and heavy financial need only if he or she needs money for :
(1) medical expenses for the Participant, his or her spouse or dependents; (2)
the purchase expenses (excluding mortgage payments) of a principal residence
for the Participant; (3) post-secondary education tuition payments for the
Participant, his or her spouse or dependents; or (4) payment of the debts which
must be satisfied to prevent eviction from or foreclosure on the mortgage of
the principal residence of the Participant. A Participant is deemed to have no
other resources reasonably available to his or her immediate and heavy
financial need if: (1) the Participant has obtained all distributions and
nontaxable loans available to him or her under all of the Employer's qualified
and non-qualified compensation or retirement plans; and (2) the hardship
withdrawal does not exceed the amount of the immediate and heavy financial
need.

57
<PAGE> 66

Participant; (3) post-secondary education tuition payments for the Participant,
his or her spouse or dependents; or (4) payment of the debts which must be
satisfied to prevent eviction from or foreclosure on the mortgage of the
principal residence of the Participant. A Participant is deemed to have no
other resources reasonably available to his or her immediate and heavy
financial need if: (1) the Participant has obtained all distributions and
nontaxable loans available to him or her under all of the Employer's qualified
and non-qualified compensation or retirement plans; and (2) the hardship
withdrawal does not exceed the amount of the immediate and heavy financial
need.

(c) Subject to subsection (d), a Participant who has not yet attained
age 59-1/2 and who has withdrawn all of the value from his or her Account
representing Elective Employer Contributions for matured Plan Years may, by
written request to Pay Roll on the form prescribed by the Committee, withdraw
from the Plan all or a portion of the value of his or her Elective Employer
Contributions with respect to Plan Years which have not matured if such
withdrawal is necessary as a result of the existence of a hardship as
determined by the Committee.

(c) Effective June 30, 1994, subject to subsection (d), a Participant
who has not yet attained age 59-1/2 and who has withdrawn all of the value from
his or her Account representing Elective Employer Contributions for matured
Plan Years may withdraw from the Plan all or a portion of the value of his or
her Elective Employer Contributions with respect to Plan Years which have not
matured if such withdrawal is necessary as a result of the existence of a
hardship as determined by the Committee.

58
<PAGE> 67

of the value of his or her Elective Employer Contributions with respect to Plan
Years which have not matured if such withdrawal is necessary as a result of the
existence of a hardship as determined by the Committee pursuant to Section
10.5(b).

(d) Effective June 30, 1994, a Participant who has not yet attained age
59-1/2 and who has withdrawn all of the value from his or her Account
representing Elective Employer Contributions (and the income allocated thereto
as of December 31, 1988) for matured Plan Years may withdraw from the Plan all
or a portion of the value of his or her Elective Employer Contributions with
respect to Plan Years which have not matured if such withdrawal is necessary as
a result of the existence of a hardship as determined by the Committee pursuant
to Section 10.5(b).

(e) Any withdrawal made by a Participant pursuant to paragraph (c) or
(d) of this Section 10.5 shall be made pro rata from the portion of each Fund
in which the value of the Participant's Elective Employer Contributions for
matured years is invested.

Any withdrawal made by a Participant pursuant to paragraph (c) or
(d) of this Section 10.5 shall be made in the following order:

(i) the current Class Year;
(ii) the first prior completed Class Year;
(iii) the second prior completed Class Year;
(iv) the third prior completed Class Year.

Any such withdrawal shall be made pro rata from the portion of each Fund
in which the value of the Participant's Elective Employer Contributions for the
applicable Class Year(s) is invested.

59
<PAGE> 68

(f) Effective June 30, 1994, the amount of a withdrawal made by a
Participant pursuant to preceding paragraphs (a), (b), (c) or (d) of this
Section 10.5 shall be determined as of the Valuation Date coincident with the
date such distribution is made.

(g) Notwithstanding the foregoing, effective January 1, 1989, if a
Participant makes a hardship withdrawal under Sections 10.5(b) or (d), Employe,
Elective Employer and Matching Employer Contributions with respect to such
Participant under this Plan and any other contributions by the Participant
under any other qualified or non-qualified deferred compensation plans
maintained by the Employer shall be suspended for a period of twelve (12)
months. In addition, the total of the Participant's Elective Employer
Contributions under this Plan and any other tax deferred contributions made to
any other qualified plans in which the Participant participates during the
calendar year immediately subsequent to the calendar year of the receipt of the
hardship distribution shall not exceed the amount by which the limit on
Elective Employer Contributions for the calendar year immediately subsequent to
the calendar year of the hardship distribution set forth in Section 4.2 exceeds
the Participant's Elective Employer Contributions and all other tax deferred
contributions made to any other qualified plans in which the Participant
participates for the calendar year during which he or she received the hardship
distribution.

60
<PAGE> 69

Eligible Retirement Plan on a form provided for such purpose within the time
limits prescribed on such form. The Distributee may not divide an Eligible
Rollover Distribution into separate distributions to be paid to two or more
Eligible Retirement Plans as Direct Rollovers. A Distributee who requests a
distribution but fails to submit the requisite written notice of a Direct
Rollover Election to Pay Roll, and effective June 30, 1994, to Benefit Plan
Administration on the form prescribed for such purposes will be deemed to have
chosen not to make a Direct Rollover.

SECTION 10.6. RESTORATION. Notwithstanding the provisions of Sections
10.2 and 10.3 relating to the forfeiture of Non-Vested Amounts in a
Participant's Account, the amounts forfeited shall subsequently be restored to
the Participant's Account, through Matching Employer Contributions, if such
Employe makes an Employe Contribution in a lump sum payment in cash to the
Trustee in an amount equal to the amount of cash plus the value on the date of
withdrawal or distribution of Detroit Edison Common Stock, if any, which such
Employe received in the withdrawal or distribution which resulted in the
forfeiture. This Section 10.6 shall apply in the case of a forfeiture pursuant
to Sections 10.2 and 10.3, if the Employe makes such payment to the Trustee at
the time the Employe is an Eligible Employe, and such payment is made by the
earlier of (a) five years from the date of withdrawal, (b) two years from the
date of reemployment if such Employe terminates employment following
withdrawal, (c) death, or (d) in the case of a Participant whose employment
covered by the Plan is terminated and who is not an Employe of the Company or a
Subsidiary, and effective December 31, 1994, an Affiliate, on the last day of
each five consecutive Plan Years ending after the effective date of the
distribution, the end of such fifth Plan Year. Notwithstanding the foregoing,
a Participant who terminates employment shall lose his or her right to restore
amounts forfeited as a result of a withdrawal under Section 10.3 or a
distribution under Section 10.2 if there is a period of five consecutive Plan
Years, beginning with the Plan Year in which the Participant separates from
service, during which the Participant is not employed on the last day of each
such Plan Year. Effective August 23, 1988, this Section 10.6 shall

61
<PAGE> 70
apply in the case of a forfeiture pursuant to Section 10.2 if the
Employe makes such payment to the Trustee at the time the Employe is an
Eligible Employe, and such payment is made by the earlier of (a) five years
after the first day that the employe is subsequently reemployed by the Company,
or (b) the close of the first period of five consecutive one year breaks in
service commencing after the withdrawal. Effective August 23, 1988, this
Section 10.6 shall apply in the case of a forfeiture pursuant to Section 10.3
if the Employe makes such payment to the Trustee at the time the Employe is an
Eligible Employe, and such payment is made by the period which ends five years
after the date of the withdrawal. If, however, a reemployed Eligible Employe's
account balance was not withdrawn or distributed prior to his or her
reemployment by the Company, the amounts forfeited shall automatically be
restored. For purposes of this Section 10.6, any Plan Year in which a
Participant is absent from work on the last day of the Plan Year by reason of a
maternity or paternity absence, as defined under Section 9.1, shall be
disregarded.

Such repaid amounts shall be invested according to the Employe's
investment direction, and the number of units and, effective June 30, 1994,
units and shares, credited to the Participant's Account shall be based on the
value of the units, and effective June 30, 1994, units and shares, representing
each type of investment as of the end of the month in which such repayment is
made. Except for the units and, effective June 30, 1994, units and shares,
credited from the restoration of forfeited amounts and from the portion of the
repaid amounts attributable to units and, effective June 30, 1994, units and
shares, credited to the Employe's Account during the Plan Year of the
withdrawal or distribution and each of the three preceding Plan Years, such
units and, effective June 30, 1994, units and shares, shall be credited with
respect to the Plan Years, prior to the three Plan Years preceding the Plan
Year of withdrawal or distribution, for which units and, effective June 30,
1994, units and shares, were credited to the Employe's Account immediately
before the withdrawal or distribution which resulted in the forfeiture. For
purposes of the preceding sentence, the value of the units and, effective June
30, 1994, units and shares, credited with respect

62
<PAGE> 71

to each Plan Year shall equal the value, at the time of the withdrawal or
distribution, of the units and, effective June 30, 1994, units and shares,
credited to such Plan Year which were withdrawn or distributed. Units and,
effective June 30, 1994, units and shares, credited from the restoration of
forfeited amounts and from the portion of the repaid amounts attributable to
units credited to the Employe's Account during the Plan Year of withdrawal or
distribution and each of the three preceding Plan years shall be credited with
respect to the Plan Year in which repayment is made and the preceding three
Plan Years. The units and, effective June 30, 1994, units and shares, credited
with respect to the Plan Year in which repayment is made shall equal the value,
at the time of withdrawal or distribution, of the units and, effective June 30,
1994, units and shares, credited with respect to the Plan Year of withdrawal or
distribution. The units and, effective June 30, 1994, units and shares,
credited with respect to each of the three Plan Years preceding the Plan Year
of repayment shall equal the value, at the time of withdrawal or distribution,
of the units and, effective June 30, 1994, units and shares, credited with
respect to each of the three Plan Years, respectively, preceding the Plan Year
of withdrawal or distribution.

SECTION 10.7. SUSPENSION OF PARTICIPATION AND TRANSFER OF EMPLOYMENT.

(a) If a Participant shall, prior to termination of his or her
employment, cease to be an Eligible Employe for any reason, the Participant's
Employe, Elective Employer or Matching Employe Contributions shall be suspended
during the period of ineligibility. Distribution of such Participant's Account
shall be deferred until termination of employment with the Employer, whereupon
the Participant's Account shall be distributed in accordance with the
applicable provisions of this Article X. Such a Participant shall continue to
be deemed a Participant in the Plan for all purposes other than for Article IV
and Article V during such period of ineligibility.

63
<PAGE> 72

(b) A transfer of employment from the Company or a Participating
Subsidiary to a nonparticipating Subsidiary shall not be considered a
termination of employment.

(b) Effective December 31, 1994, a transfer of employment from the
Company or a Participating Affiliate to a nonparticipating Affiliate shall not
be considered a termination of employment.

SECTION 10.8. FORM OF DISTRIBUTIONS.

Effective January 1, 1993, a Distributee elects to have all or part of an
Eligible Rollover Distribution distributed to an Eligible Retirement Plan in
the form of a Direct Rollover, the check or whole shares of Detroit Edison
Common Stock will be issued in the name of the trustee (or if there is no
trustee, in the name of the plan custodian or issuer of the contract under the
plan) of the Eligible Retirement Plan, and if the Distributee's name is not
included in the name of the Eligible Retirement Plan, the check will further
indicate that it is for the benefit of the Distributee. The Distributee must
deliver the check or whole shares of Detroit Edison Common Stock to the
Eligible Retirement Plan.

64
<PAGE> 73

expectancy of the Participant. Each payment shall be an amount equal to the
Participant's Account as of the applicable Valuation Date divided by the number
of payments remaining. No such election shall be available to a Participant
unless, based on the Valuation Date coinciding with or next preceding his or
her election to receive distribution in annual payments, the Participant would
be entitled to receive a first annual payment of $1,000 or more. If a
Participant dies prior to complete distribution of his or her Account pursuant
to this paragraph (b), the value of the Participant's Account shall be
distributed in a lump sum payment to the Participant's beneficiary, or if none,
to the Participant's estate. The amount so distributed after a Participant's
death shall be the remaining value of the Participant's Account determined as
of the Valuation Date coinciding with or next following the date of the
Participant's death.

(d) After the commencement of a distribution in annual, or effective
June 30, 1994, monthly, payments of United States dollars by check pursuant to
paragraph (b) above, or after making an election to defer receipt of any
distribution pursuant to Section 10.1, a Participant may request a final lump
sum distribution of the remaining value of the Participant's Account determined
as of the Valuation Date coinciding with or next preceding the date of such
distribution provided the Participant files a written request therefor with the
Committee.

(e) A distribution made to a Participant under paragraph (b) above shall
be made in such manner that the present value of the payments to be made to the

65
<PAGE> 74

Participant is more than 50% of the present value of the total payments to be
made to the Participant and any beneficiaries.

SECTION 10.9. TIME OF DISTRIBUTIONS.

(b) In the case of a distribution under paragraph (b) of Section 10.8,
the initial payment shall be made at a time determined in accordance with
paragraph (a) of this Section 10.9. In the case of annual distributions, the
remaining annual payments shall be made in successive calendar years on such
date each year as shall be determined by the Committee, subject to the
provisions of said paragraph (b) in the case of the Participant's death or a
request for final lump sum distribution pursuant to paragraph (d) of Section
10.8. Effective June 30, 1994, in the case of annual or monthly distributions,
the remaining annual or monthly payments shall be made in successive calendar
years or months, as applicable, on such date or dates each year as shall be
determined by the Committee, subject to the provisions of said paragraph (b) in
the case of the Participant's death or a request for final lump sum
distribution pursuant to paragraph (d) of Section 10.8.

(c) Notwithstanding the provisions of paragraph (a) and (b) of this
Section 10.9, all distributions from the Plan will commence no later than April
1

66
<PAGE> 75

following the end of the calendar year in which the Participant attains age
70-1/2 or in which he terminates employment, whichever is later; or, in the
case of a 5% owner within the meaning of Code Section 416 and, effective
January 1, 1989, in the case of a Participant who attains age 70-1/2 on or
after January 1, 1988, not later than April 1 following the end of the calendar
year in which he attains age 70-1/2.

(d) Any distribution made to a Participant (excluding distributions to
an alternate payee pursuant to a qualified domestic relations order as defined
in ERISA Section 206(d)(3)(B) and distributions to the Participant to the
extent that they do not exceed the deduction allowable to the Participant under
Code Section 213 for amounts paid during the year for medical care) prior to
his or her attainment of age 59-1/2, for any reason other than his or her death
or disability as defined in Code Section 72(m)(7), or separation from service
after the attainment of age 55, shall be subject to the 10% penalty tax of Code
Section 72(t).

67
<PAGE> 76

Contributions as provided in Section 5.3. However, any such forfeited benefit
shall be reinstated and become payable if a claim therefor is made by such
Participant or beneficiary.

SECTION 10.11. DOMESTIC ORDERS. The Committee shall establish rules and
regulations to determine the qualified status of any domestic relations order
relating to a Participant in the Plan and to administer the payment of benefits
pursuant to any such qualified domestic relations order, all in accordance with
applicable Federal law and rules and regulations pursuant thereto. The
provisions of any timely qualified domestic relations order with respect to
payment of a benefit shall supersede any and all other provisions of this
Article X of the Plan with respect to distributions or payments to an affected
Participant and/or such Participant's other beneficiaries to the extent
provided in such qualified domestic relations order; provided, however, that in
no event shall a qualified domestic relations order be construed to require (a)
the Plan to provide any type or form of benefit or optional form of benefit not
otherwise provided under the Plan, (b) the Plan to provide increased benefits,
determined on the basis of actuarial value, or (c) the payment of benefits to a
payee which are required to be paid to another payee under another domestic
relations order previously determined to be a qualified domestic relations
order. Notwithstanding anything herein to the contrary, however, distributions
to an alternate payee may commence at the time determined pursuant to the order
without regard to whether benefits would otherwise be payable at that time;
provided, however, that benefits shall commence upon the death of the
Participant or, if later, upon the Participant's attainment of age 65.

68
<PAGE> 77

ARTICLE XI
LIMITATIONS AND TOP HEAVY PROVISIONS

The maximum permissible amount of "Annual Additions" credited to any
Participant's Account for any one Plan Year may not exceed the lesser of (1)
$30,000 or, if greater, 1/4 of the dollar limitation in effect under Section
415(b)(1)(A)) adjusted automatically for increases in the cost of living
pursuant to Section 415(d) of the Code and the regulations thereunder, or (2)
25% of the Participant's compensation for the Plan Year. "Annual Additions"
means the sum of (1) any Elective Employer Contributions, (2) any Employe
Contributions, (3) any Matching Employer Contributions and (4) any excess
Elective Employer Contributions, even if corrected pursuant to Section 4.6 of
this Plan, and (5) forfeitures, if any. The amount of the Annual Additions
which may be credited to any Participant's Account as of any Valuation Date
shall not exceed this maximum permissible amount (based upon his or her
compensation up to such Valuation Date) reduced by the sum of any credits of
Annual Additions made to the Participant's Account as of any preceding
Valuation Date within the Plan Year. If contributions on behalf of a
Participant are to be reduced as a result of this Section 11.1, such reduction
shall be effected by proportionately reducing Employe Contributions and any
Employer Contributions to be contributed on behalf of such Participant.

69
<PAGE> 78

member of a controlled group of corporations (as defined in section 414(b) of
the Code as modified by Section 415(h)) which includes The Detroit Edison
Company or any trades or businesses (whether or not incorporated) which are
under common control (as defined in Section 414(c) of the Code as modified by
Section 415(h)) with The Detroit Edison Company.

If, as a result of the allocation of forfeitures, a reasonable error in
estimating a Participant's compensation, or other facts and circumstances
specified by the Commissioner of Internal Revenue in accordance with U.S.
Treasury Department Regulation 1.415-6(b)(6), amounts credited as Annual
Additions to a Participant's Account would cause the limitations of this
Section 11.1 to be exceeded, the excess amounts shall be treated as follows:
(1) Excess amounts in the Participant's Account consisting of Employe
Contributions and any increment attributable thereto shall be paid to the
Participant as soon as administratively feasible, (2) Excess amounts in the
Participant's Account consisting of Elective Employer Contributions and any
increment attributable thereto shall be paid to the Participant as soon as
administratively feasible, and (3) Excess amounts in the Participant's Account
consisting of Matching Employer Contributions and forfeitures shall be used to
reduce Matching Employer Contributions for the next Plan Year (and succeeding
Plan Years, as necessary) for that Participant if that Participant is covered
by the Plan as of the end of the Plan Year. However, if that Participant is
not covered by the Plan as of the end of the Plan Year, then the excess amounts
consisting of Matching Employer Contributions and forfeitures must be held
unallocated in a suspense account for the Plan Year and allocated and
reallocated in the next Plan Year to all of the remaining Participants in the
Plan. If a suspense account is in existence at any time during a particular
Plan Year, other than the first Plan Year described in the preceding sentence,
all amounts in the suspense account must be allocated and reallocated to
Participants' Accounts (subject to the limitations of this Section 11.1) before
any Matching Employer Contributions, Elective Employer Contributions and
Employe Contributions which would constitute Annual Additions may be made to
the Plan for that Plan Year. Furthermore, these excess amounts consisting of

70
<PAGE> 79
Matching Employer Contributions and forfeitures must be used to reduce Matching
Employer Contributions for the next Plan Year (and succeeding Plan Years, as
necessary) for all of the remaining Participants in the Plan. Excess amounts
consisting of Matching Employer Contributions and forfeitures may not be
distributed to Participants or former Participants. In the event of
termination of the Plan, the suspense account described in this paragraph shall
revert to the Company to the extent it may not then be allocated to any
Participant's Account.

(a) The fraction obtained by dividing the Participant's projected annual
benefit (determined as of the close of the Plan Year) under the
Employes' Retirement Plan of the Company and all other defined
benefit plans by the lesser of: (1) 1.25 multiplied by $90,000 or
the maximum dollar limit in effect for such year under Section
415(b)(1)(A), or (2) 1.4 multiplied by 100% of the average annual
compensation for the three consecutive highest paid years; and

(b) The fraction obtained by dividing the sum of Annual Additions to
such Participant's Account as of the close of the Plan Year and for
all prior Plan Years by the sum of the lesser of the following
amounts determined for such year and for each prior year of service
with the Employer: (1) 1.25 multiplied by $30,000 or maximum dollar
limit in effect for such year under Section 415(b)(1)(A), or (2) 1.4
multiplied by 25% of compensation for such year.

71
<PAGE> 80

Solely for purposes of determining these fractions, the following
definitions and rules shall apply:

(2) "Annual benefit" means a benefit which is payable annually in the
form of a straight life annuity under a defined benefit plan.

(B) the value of benefits that are not directly related to
retirement benefits (such as pre-retirement disability and death benefits and
post-retirement medical benefits),

72
<PAGE> 81

(4) If the retirement allowance of a Participant under a defined benefit
plan commences before the Participant's "social security retirement age" (which
shall mean the age used as the retirement age for the Participant under Section
216(l) of the Social Security Act, except that such section shall be applied
without regard to the age increase factor, and as if the early retirement age
under Section 216(1)(2) of such Act were 62), the defined benefit dollar
limitation under Section 415(b)(1)(A) of the Code shall be adjusted so that it
is the actuarial equivalent of the defined benefit dollar limitation under
Section 415(b)(1)(A) of the Code, multiplied by the "adjustment factor"
beginning at the social security retirement age. The adjustment provided for
in the preceding sentence shall be made in such manner as the Secretary of
the Treasury may prescribe which is consistent with the reduction for old-age
insurance benefits commencing before the social security retirement age under
the Social Security Retirement Act. If the retirement allowance of a
Participant commences after the Participant's social security retirement age,
the defined benefit dollar limitation under Section 415(b)(1)(A) of the Code
shall be adjusted so that it is the actuarial equivalent of the defined benefit
dollar limitation under Section 415(b)(1)(A) of the Code beginning at the
social security retirement age. To determine actuarial equivalence, the
interest rate assumption used is the lesser of any interest rate assumption
otherwise provided under the Plan or five percent (5%).

73
<PAGE> 82

the denominator of which is 10, and if a Participant has completed less than 10
years of service with the Company, and any "affiliated employer" (which shall
mean a corporation which is a member of a controlled group of corporations (as
defined in Section 414(b) of the Code) which includes the Company; a trade or
business (whether or not incorporated) which is under common control (as
defined in Section 414(c) of the Code with the Company; an organization
(whether or not incorporated) which is a member of an affiliated service group
(as defined in Section 414(m) of the Code) which includes the Company; and any
other entity required to be aggregated with the Company pursuant to regulations
under Section 414(o) of the Code), the limitations described in Sections
415(b)(1)(B) and 415(b)(4) and 415(e) of the Code shall be adjusted by
multiplying such amounts by a fraction, the numerator of which is the
Participant's number of years (or part thereof) of service with the Company and
the denominator of which is 10; provided, however, that in no event shall the
foregoing reduce the limitations provided under Sections 415(b)(1) and
415(b)(4) of the Code to an amount less than one-tenth of the applicable
limitation as determined without regard to the foregoing; and provided further,
however, that to the extent provided by the Secretary of the Treasury, the
foregoing shall be applied separately with respect to each change in the
benefit structure of the Plan.

SECTION 11.2. TOP-HEAVY PROVISIONS. This Section 11.2 is included in the
Plan to comply with Section 416 of the Code. Except as otherwise provided, the

74
<PAGE> 83

following provisions shall apply in any Plan Year beginning after 1983 in which
the Plan is determined to be a Top-Heavy Plan.

75
<PAGE> 84

a group with the required aggregation group, would continue to satisfy the
requirements of Sections 401(a)(4) and 410 of the Code.

For purposes of making the 60% test for any Plan Year, the value of
a Participant's Account shall be increased by the distributions made with
respect to such Participant during the five (5) year period ending on the last
day of such Plan Year. The account balance of a former Participant who has not
performed services for the Employer over the five (5) year period ending on the
last day of such Plan year, shall be disregarded.

(b) Matching Employer Contributions for such Plan Year for each
Participant or Eligible Employe who (1) is not a Key Employe and (2) is
employed by the Employer on the last day of such Plan Year, shall be not less
than five percent of such participant's or Eligible Employe's compensation (as
defined under Section 11.1 of this Plan). Matching Employer Contributions
under this paragraph (b) shall be made even though, under other Plan
provisions, the Participant or Eligible Employe would not otherwise be entitled
to a Matching Employer Contribution because of the Participant's or Eligible
Employe's failure to make Employe Contributions or Elective Employer
Contributions. Matching Employer Contributions under this paragraph (b) may
not be forfeited due to a withdrawal of Employe Contributions or Elective
Employer Contributions.

76
<PAGE> 85

(ii) Each hour for which an Employe is paid, or entitled to
payment, by the Employer on account of a period of time
during which no duties are performed (irrespective of
whether the employment relationship has terminated) due
to vacation, holiday, illness, incapacity (including
disability), layoff, jury duty, military duty or leave of
absence. No more than 501 Hours of Service shall be
credited under this paragraph (c)(ii) for any single
continuous period (whether or not such period occurs in a
single computation period). Hours under this paragraph
shall be calculated and credited pursuant to Section
2530.200b-2 of the Department of Labor Regulations which
are incorporated herein by this reference; and

(iii) Each hour for which back pay, irrespective of mitigation
of damages, is either awarded or agreed to by the
employer. The same Hours of Service shall not be
credited both under paragraph (c)(i) or paragraph
(c)(ii), as the case may be, and under this paragraph
(c)(iii). These hours shall be credited to the Employe
for the computation period or periods to which the award
or agreement pertains rather than the computation period
in which the award, agreement or payment is made.

(iv) Hours of Service shall be determined on the basis of
actual hours for which an Employe is paid or entitled to
payment.

(d) Effective for any Plan Year beginning before January 1, 1989 in
which the Plan is a Top-Heavy Plan, the compensation limitation described in
Section 416(d) of the Code shall apply.

(e) If the Plan becomes a Top-Heavy Plan and subsequently ceases to be
such, the vesting schedule in paragraph (c) of this Section 11.2 shall continue
to apply in determining the vested percentage of any Participant who had at
least five years of service as of December 31 in the last Plan Year of
top-heaviness; for other Participants said schedule shall apply only to their
Matching Employer Contribution Account balance as of such December 31.

77
<PAGE> 86

(f) For any Plan Year in which the Plan is a Top-Heavy Plan, Section
11.1 shall be read by substituting the number "1.00" for the number "1.25"
wherever it may appear therein.

78
<PAGE> 87

ARTICLE XII
BENEFICIARY IN EVENT OF DEATH

Each Participant shall have the right to designate a beneficiary or
beneficiaries to receive any distribution to be made under Article X upon the
death of the Participant. A Participant may from time to time, without the
consent of the beneficiary, change or cancel any such designation. Such
designation and each change thereof shall be made on the form prescribed by the
Committee and shall be filed with Pay Roll, or effective June 30, 1994, with
Benefit Plan Administration. Notwithstanding the foregoing, in any case where
the Participant is married on or after August 23, 1984 and has designated a
beneficiary or beneficiaries other than his or her spouse, the designation form
must be signed by the Participant's spouse, indicating the spouse's consent to
the designation and acknowledgement of its effect, and the spouse's signature
must be witnessed by an unrelated representative of the Plan or a notary
public. If no beneficiary has been named by a deceased Participant, or the
designated beneficiary has predeceased the Participant, the value of the
Participant's Account shall be paid to the Participant's surviving spouse, or
if the spouse does not survive, then to the Participant's estate, as
beneficiary. Any distribution made to a beneficiary shall be made to the
beneficiary as soon as practicable after the Participant's death, and shall be
in the form of a lump sum payment.

79
<PAGE> 88

ARTICLE XIII
ADMINISTRATION

SECTION 13.1. NAMED FIDUCIARIES AND APPOINTMENT OF THE COMMITTEE. The
Company, Board of Directors, Trustee, Investment Manager, the Committee and
each member of the Committee shall be named fiduciaries of the Plan with
authority to control and manage the operation and administration of the Plan.
The administration of the Plan, including the payment of all benefits to
Participants or their beneficiaries, shall be the responsibility of the
Committee, which is the administrator of the Plan. The Committee shall consist
of a chairman and at least two other persons appointed from time to time by the
Chairman of the Board of Directors. Members of the Committee shall be employes
of the Company and serve at the pleasure of the Chairman of the Board of
Directors, without compensation, unless otherwise determined by the Chairman of
the Board of Directors.

SECTION 13.3. RECORDS AND REPORTS OF THE COMMITTEE. The Committee shall
keep such written records as it shall deem necessary or proper, which records
shall be open to inspection by the Board of Directors. The Committee shall
prepare and submit to the Board of Directors an annual report which shall
include such information as the Committee deems necessary or advisable.

SECTION 13.4. DUTIES OF THE COMMITTEE AND THE BOARD OF DIRECTORS. The
Committee shall adopt such rules and regulations as, in its opinion, are

80
<PAGE> 89

necessary or advisable to transact its business. A fiduciary may serve in more
than one fiduciary capacity with respect to the Plan. In performing their
duties, fiduciaries shall act in the interest of the Participants and their
beneficiaries for the exclusive purpose of providing maximum benefits to the
Participants and their beneficiaries.

Fiduciaries shall perform their duties:

(c) In accordance with the documents and instruments governing the Plan
insofar as such documents and instruments are consistent with the provisions of
Title I of the Employee Retirement Income Security Act of 1974, as amended
("ERISA").

81
<PAGE> 90

specified powers, duties, responsibilities and obligations under the Plan and
Trust Agreement. It is intended under this Plan and Agreement that each shall
be responsible solely for the proper exercise of its own functions and that
each shall not be responsible for any act or failure to act of another, unless
otherwise responsible as a breach of its fiduciary duty or for breach of duty
by another fiduciary under the rules of co-fiduciary responsibility.
Generally, the Chairman of the Board of Directors shall be responsible for
appointing and removing the members of the Committee, for amending and
terminating the Plan, for approving, and amending the Trust Agreement, for
appointing and removing the Trustee, and for appointing and removing the
Investment Manager. The Board of Directors shall be responsible for
terminating the Plan. The Committee shall have full discretionary authority to
interpret the Plan and to answer all questions which arise concerning the
application, administration, and interpretation of the Plan, and the Trustee
and Investment Manager are responsible for the management and control of the
Plan assets as provided in the Trust Agreement.

(a) Employ agents to carry out non-fiduciary responsibilities;

(b) Employ agents to carry out fiduciary responsibilities other than
trustee responsibilities as defined in section 405(c)(3) of ERISA;

(d) Provide for the allocation of fiduciary responsibilities, other than
trustee responsibilities as defined in Section 405(c)(3) of ERISA, among
members of the Board of Directors, in the case of the Board of Directors, and
among its members, in the case of the Committee.

82
<PAGE> 91

(b) If action is taken by the Board or the Committee, then, votes cast
by each member of the Board of Directors or the Committee shall be recorded and
made a part of the written record of the Board of Directors' or the Committee's
proceedings;

SECTION 13.8. EXPENSES. Expenses of administering the Plan, including
the fees and expenses of the Trustee, shall be borne by the Company. Brokerage
fees, transfer taxes and other expenses incident to the purchase or sale of
securities by the Trustee shall be deemed to be part of the cost of such
securities, or deducted in computing the proceeds therefrom, as the case may
be. Transfer taxes in connection with distribution of Detroit Edison Common
Stock to Employes or their beneficiaries shall be borne by the Company. Taxes,
if any, on any assets held or income received by the Trustee shall be charged
appropriately against the Accounts of Participants as the Committee shall
determine.

83
<PAGE> 92

84
<PAGE> 93

ARTICLE XIV
CLAIMS PROCEDURE

SECTION 14.1. FILING OF CLAIMS. Claims for benefits under the Plan shall
be filed in writing with the Secretary of the Committee.

85
<PAGE> 94

ARTICLE XV
MERGER OR CONSOLIDATION

86
<PAGE> 95

ARTICLE XVI
NON-ALIENATION OF BENEFITS

87
<PAGE> 96

ARTICLE XVII
AMENDMENTS

The Company reserves the right, by written action of the Chairman of the
Board of Directors, but subject to applicable law, at any time and from time to
time, to modify or amend in whole or in part any or all of the provisions of
the Plan, provided that no modification or amendment shall deprive any
Participant or beneficiary of a previously acquired right; and provided further
that no such modification or amendment shall make it possible for any part of
the assets of the Plan to be used for, or diverted to, purposes other than the
exclusive benefit of Participants and their beneficiaries under the Plan, and
for the payment of expenses of the Plan.

88
<PAGE> 97

ARTICLE XVIII
TERMINATION

89
<PAGE> 98

ARTICLE XIX
PLAN CONFERS NO RIGHT TO EMPLOYMENT

90
<PAGE> 99

ARTICLE XX
CONSTRUCTION

SECTION 20.1. GOVERNING LAW. The Plan shall be governed by and construed
and administered under the laws of the State of Michigan.

SECTION 20.2. HEADINGS. The headings are for reference only. In the
event of a conflict between a heading and the content of an Article or Section,
the content shall control.

<PAGE> 1
EXHIBIT 4.6

FIRST AMENDMENT TO
THE DETROIT EDISON SAVINGS & INVESTMENT PLAN
FOR EMPLOYES REPRESENTED BY
LOCAL 223 OF THE UTILITY WORKERS UNION OF AMERICA
AS AMENDED AS OF DECEMBER 31, 1994

The Detroit Edison Savings & Investment Plan for Employes Represented
by Local 223 of the Utility Workers Union of America, as amended as of March 1,
1995, is hereby amended, effective as of January 1, 1996, as follows:

Section 2.14 is hereby amended to read as follows:

SECTION 2.14. "DETROIT EDISON COMMON STOCK" or "COMMON STOCK"
shall mean, effective January 1, 1996, shares of common stock of DTE
Energy Company and prior to such date, shares of common stock of The
Detroit Edison Company.

II.

Section 2.15 is hereby amended to read as follows:

SECTION 2.15. "DETROIT EDISON COMMON STOCK FUND" or "COMMON
STOCK FUND" shall mean the Fund established pursuant to Section
6.1(c).

III.

The first sentence of Section 2.49 is hereby amended to read as
follows:

"TOTAL COMPENSATION" shall mean an Eligible Employe's
Basic Compensation and any other payments made by the Company or a
Participating Subsidiary, and effective December 31, 1994, a
Participating Affiliate, to the Eligible Employe which are included in
the Eligible Employe's gross income for federal income tax purposes
for that Plan Year.
<PAGE> 2

IV.

Section 4.5(b) is hereby amended by deleting the word "Company" each
place it appears therein and inserting in lieu thereof the word "Employer".

Section 5.2 is hereby amended to read as follows:

VI.

The first sentence of Section 6.1 (c) is hereby amended to read as
follows:

- 2 -
<PAGE> 3

VII.

Section 6.1 is hereby amended by adding a new final paragraph thereto
to read as follows:

Effective January 1, 1996, The Detroit Edison Company
became a wholly owned subsidiary of DTE Energy Company, and each share
of Detroit Edison Common Stock, including shares held in the Detroit
Edison Common Stock Fund, was exchanged for one share of DTE Energy
Company common stock. The Detroit Edison Common Stock Fund shall
thereafter be invested solely in common stock of DTE Energy Company.

VIII.

Section 6.3 is hereby amended to read as follows:

SECTION 6.3. COMMON STOCK FUND.

(a) Contributions received by the Trustee for the Common Stock
Fund are invested entirely in Common Stock and short-term investments in a
liquidity reserve.

(c) All purchases of authorized but unissued Common Stock or
treasury stock by the Trustee and all Matching Employer Contributions in such
Common Stock shall be made pursuant to a pre-existing purchase agreement and/or
contribution agreement between the Trustee and the Company and/or DTE Energy
Company. All such purchases and contributions shall be made at a price equal
to the closing price per share on the New York Stock Exchange Composite Tape on
the date of such purchase or contribution or, if there were no such trades on
such date, on the last previous day on which such Common Stock was traded,
unless and until the Company and/or DTE Energy Company, as appropriate, and the
Trustee shall agree on a different method for determining fair market value.

- 3 -
<PAGE> 4

IX.

The first sentence of the second paragraph of Section 10.2 is hereby
amended to read as follows:

Effective June 30, 1994, upon termination of a
Participant's employment with the Company or any Subsidiary, and
effective December 31, 1994, any Affiliate, for a reason other than
Retirement at age 55 or older, Disability or death, the vested portion
of the Participant's Account, determined as of the Valuation Date
coinciding with the date of distribution, shall be distributed to the
Participant in a lump sum payment.

Except as provided herein, the Plan shall remain in full force and
effect.

Dated _____________________

THE DETROIT EDISON COMPANY

By: _________________________
Chairman of its Board of
Directors

- 4 -

<PAGE> 1

EXHIBIT 4-7

SECOND AMENDMENT TO
THE DETROIT EDISON SAVINGS & INVESTMENT PLAN
FOR EMPLOYES REPRESENTED BY LOCAL 223
OF THE UTILITY WORKERS
UNION OF AMERICA

The Detroit Edison Savings & Investment Plan for Employes Represented
by Local 223 of the Utility Workers Union of America, as restated in its
entirety as of March 1, 1995, and as amended as of January 1, 1996, is further
amended as of January 1, 1996 as follows:

Section 4.1 shall be amended to add the following as the new fourth sentence
thereof:

II.

Section 4.2 shall be amended to add the following as the new fourth sentence
thereof:

III.

The words "Employe" or "Employes" shall hereby be replaced with the words
"Employee" or "Employees", respectively.

IV.

Any reference to the "Savings Plan Committee" shall hereby be changed to the
"Savings & Investment Plan Committee".
<PAGE> 2

Except as provided herein, the Plan shall remain in full force and effect.

Dated________________

THE DETROIT EDISON COMPANY

By: ____________________________
Chairman of its Board of Directors

<PAGE> 1
EXHIBIT 4.8

THE DETROIT EDISON

SAVINGS & INVESTMENT PLAN

FOR EMPLOYES REPRESENTED BY LOCAL 17

OF THE INTERNATIONAL BROTHERHOOD OF ELETRICAL WORKERS

AS AMENDED AS OF MARCH 1, 1995
<PAGE> 2

THE DETROIT EDISON
SAVINGS & INVESTMENT PLAN
FOR EMPLOYES REPRESENTED BY LOCAL 17
OF THE INTERNATIONAL BROTHERHOOD OF ELECTRICAL WORKERS
AS AMENDED AS OF MARCH 1, 1995

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
<S> <C> <C>
ARTICLE I PURPOSE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE II DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

ARTICLE III ELIGIBILITY AND PARTICIPATION . . . . . . . . . . . . . . . . . . . . 13

SECTION 3.1 ELIGIBILITY . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
SECTION 3.2 PARTICIPATION . . . . . . . . . . . . . . . . . . . . . . . . . . 13

ARTICLE IV EMPLOYE CONTRIBUTIONS AND ELECTIVE
EMPLOYER CONTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . . 14

SECTION 4.1 EMPLOYE CONTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 4.2 ELECTIVE EMPLOYER CONTRIBUTIONS . . . . . . . . . . . . . . . . . 14
SECTION 4.3 METHOD FOR EMPLOYE OR ELECTIVE
EMPLOYER CONTRIBUTIONS . . . . . . . . . . . . . . . . . . . . 15
SECTION 4.4 CHANGE OF EMPLOYE OR ELECTIVE
EMPLOYER CONTRIBUTIONS . . . . . . . . . . . . . . . . . . . . 15
SECTION 4.5 SUSPENSION OF EMPLOYE OR ELECTIVE
EMPLOYER CONTRIBUTIONS . . . . . . . . . . . . . . . . . . . . 16
SECTION 4.6 NONDISCRIMINATION TESTING . . . . . . . . . . . . . . . . . . . . . 18
SECTION 4.7 DIRECT ROLLOVER CONTRIBUTIONS . . . . . . . . . . . . . . . . . . 20

ARTICLE V MATCHING EMPLOYER CONTRIBUTIONS . . . . . . . . . . . . . . . . . . . 21

SECTION 5.1 AMOUNT AND PAYMENT OF MATCHING
EMPLOYER CONTRIBUTIONS . . . . . . . . . . . . . . . . . . . . 21
SECTION 5.2 MATCHING EMPLOYER CONTRIBUTIONS AND
ELECTIVE EMPLOYER CONTRIBUTIONS TO
BE PAID FROM EARNINGS . . . . . . . . . . . . . . . . . . . . . 21
SECTION 5.3 REDUCTION OF MATCHING EMPLOYER
CONTRIBUTIONS BY FORFEITURES . . . . . . . . . . . . . . . . . 21
SECTION 5.4 RETURN OF MATCHING EMPLOYER
CONTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . . . . . 21

ARTICLE VI FUNDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

SECTION 6.1 ESTABLISHMENT OF FUNDS . . . . . . . . . . . . . . . . . . . . . . 23
SECTION 6.2 CONTROL AND MANAGEMENT OF ASSETS . . . . . . . . . . . . . . . . . 25
SECTION 6.3 DETROIT EDISON COMMON STOCK FUND . . . . . . . . . . . . . . . . . 26
SECTION 6.4 BENEFITS TO BE PAID FROM TRUST . . . . . . . . . . . . . . . . . . 26

</TABLE>

i
<PAGE> 3

<TABLE>
<S> <C> <C>
ARTICLE VII INVESTMENTS AND LOANS . . . . . . . . . . . . . . . . . . . . . . . . 28

SECTION 7.1 INVESTMENT OF CONTRIBUTIONS . . . . . . . . . . . . . . . . . . . 28
SECTION 7.2 CHANGE IN INVESTMENT DIRECTION . . . . . . . . . . . . . . . . . . 29

</TABLE>

ii
<PAGE> 4

<TABLE>
<CAPTION>
PAGE
<S> <C> <C>
SECTION 7.3 TRANSFER OF INVESTMENT . . . . . . . . . . . . . . . . . . . . . . 30
SECTION 7.4 LOAN ACCOUNTS . . . . . . . . . . . . . . . . . . . . . . . . . . 31

ARTICLE VIII ACCOUNTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33

SECTION 8.1 ESTABLISHMENT OF ACCOUNTS . . . . . . . . . . . . . . . . . . . . 33
SECTION 8.2 MEASURE OF ACCOUNTS . . . . . . . . . . . . . . . . . . . . . . . 33
SECTION 8.3 VALUATION OF FUNDS . . . . . . . . . . . . . . . . . . . . . . . . 35
SECTION 8.4 VALUATION OF ACCOUNTS . . . . . . . . . . . . . . . . . . . . . . 35

ARTICLE IX MATURING OF PLAN YEARS - VESTING . . . . . . . . . . . . . . . . . . 36

SECTION 9.1 MATURING OF PLAN YEARS . . . . . . . . . . . . . . . . . . . . . . 36
SECTION 9.2 VESTING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36

ARTICLE X DISTRIBUTIONS AND WITHDRAWALS . . . . . . . . . . . . . . . . . . . . 39

SECTION 10.1 DISTRIBUTION UPON RETIREMENT,
DISABILITY OR DEATH . . . . . . . . . . . . . . . . . . . . . . 39
SECTION 10.2 DISTRIBUTION UPON TERMINATION
OF EMPLOYMENT . . . . . . . . . . . . . . . . . . . . . . . . . 39
SECTION 10.3 WITHDRAWAL OF EMPLOYE AND MATCHING
EMPLOYER CONTRIBUTIONS DURING
EMPLOYMENT . . . . . . . . . . . . . . . . . . . . . . . . . . 40
SECTION 10.4 WITHDRAWAL OF ELECTIVE EMPLOYER
CONTRIBUTIONS AFTER ATTAINING
AGE 59 1/2 . . . . . . . . . . . . . . . . . . . . . . . . . . 42
SECTION 10.5 WITHDRAWAL OF ELECTIVE EMPLOYER
CONTRIBUTIONS DUE TO HARDSHIP . . . . . . . . . . . . . . . . . 43
SECTION 10.5.5 DIRECT ROLLOVER OF ELIGIBLE ROLLOVER
DISTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . . . . . 47
SECTION 10.6 RESTORATION . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
SECTION 10.7 SUSPENSION OF PARTICIPATION AND
TRANSFER OF EMPLOYMENT . . . . . . . . . . . . . . . . . . . . 49
SECTION 10.8 FORM OF DISTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . . 50
SECTION 10.9 TIME OF DISTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . . 51
SECTION 10.10 INABILITY TO LOCATE PAYEE . . . . . . . . . . . . . . . . . . . . 52
SECTION 10.11 DOMESTIC ORDERS . . . . . . . . . . . . . . . . . . . . . . . . . 53

ARTICLE XI LIMITATIONS AND TOP HEAVY PROVISIONS . . . . . . . . . . . . . . . . 54

SECTION 11.1 LIMITS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
SECTION 11.2 TOP-HEAVY PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . 58

ARTICLE XII BENEFICIARY IN EVENT OF DEATH . . . . . . . . . . . . . . . . . . . . 62

ARTICLE XIII ADMINISTRATION . . . . . . . . . . . . . . . . . . . . . . . . . . . 63

SECTION 13.1 NAMED FIDUCIARIES AND APPOINTMENT
OF THE COMMITTEE . . . . . . . . . . . . . . . . . . . . . . . 63
</TABLE>

iii
<PAGE> 5

<TABLE>
<S> <C> <C>
SECTION 13.2 CONDUCT OF THE BUSINESS OF THE
COMMITTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
SECTION 13.3 RECORDS AND REPORTS OF THE COMMITTEE . . . . . . . . . . . . . . . 63
SECTION 13.4 DUTIES OF THE COMMITTEE AND THE
BOARD OF DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . 63
</TABLE>

iv
<PAGE> 6

<TABLE>
<CAPTION>
PAGE
<S> <C> <C>
SECTION 13.5 RESPONSIBILITIES OF THE BOARD OF
DIRECTORS, THE CHAIRMAN OF THE
BOARD OF DIRECTORS, THE COMMITTEE,
AND THE TRUSTEES . . . . . . . . . . . . . . . . . . . . . . . 64
SECTION 13.6 ALLOCATION OR DELEGATION OF DUTIES
AND RESPONSIBILITIES . . . . . . . . . . . . . . . . . . . . . 64
SECTION 13.7 PROCEDURE FOR THE ALLOCATION OR
DELEGATION OF FIDUCIARY DUTIES . . . . . . . . . . . . . . . . 65
SECTION 13.8 EXPENSES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
SECTION 13.9 INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . . . . 66

ARTICLE XIV CLAIMS PROCEDURE . . . . . . . . . . . . . . . . . . . . . . . . . . 67

SECTION 14.1 FILING OF CLAIMS . . . . . . . . . . . . . . . . . . . . . . . . . 67
SECTION 14.2 APPEAL OF CLAIMS . . . . . . . . . . . . . . . . . . . . . . . . . 67
SECTION 14.3 REVIEW OF APPEALS . . . . . . . . . . . . . . . . . . . . . . . . 67

ARTICLE XV MERGER OR CONSOLIDATION . . . . . . . . . . . . . . . . . . . . . . . 68

ARTICLE XVI NON-ALIENATION OF BENEFITS . . . . . . . . . . . . . . . . . . . . . 69

ARTICLE XVII AMENDMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70

ARTICLE XVIII TERMINATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71

SECTION 18.1 AUTHORITY TO TERMINATE . . . . . . . . . . . . . . . . . . . . 71
SECTION 18.2 DISTRIBUTION UPON TERMINATION . . . . . . . . . . . . . . . . 71

ARTICLE XIX PLAN CONFERS NO RIGHT TO EMPLOYMENT . . . . . . . . . . . . . . . . . 72

ARTICLE XX CONSTRUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73

SECTION 20.1 GOVERNING LAW . . . . . . . . . . . . . . . . . . . . . . . . . . 73
SECTION 20.2 HEADINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73
</TABLE>

v
<PAGE> 7
THE DETROIT EDISON SAVINGS & INVESTMENT PLAN
FOR EMPLOYES REPRESENTED BY
LOCAL 17 OF THE INTERNATIONAL BROTHERHOOD OF ELECTRICAL WORKERS

Effective March 1, 1995, The Detroit Edison Savings & Investment Plan for
Employes Represented by Local 17 of the International Brotherhood of Electrical
Workers shall be amended and restated in its entirety to provide as follows:

ARTICLE I
PURPOSE

SECTION 1.1. The Detroit Edison Savings & Investment Plan for
Employes Represented by Local 17 of the International Brotherhood of Electrical
Workers is designed to encourage and assist Eligible Employes in a long-range
program of savings. This program will help Eligible Employes meet their
financial needs and supplement their retirement income.

1
<PAGE> 8
ARTICLE II
DEFINITIONS

The words and phrases hereinafter defined shall mean:

SECTION 2.1. "ACCOUNT" shall mean the separate account maintained
for each Participant pursuant to Section 8.1 which represents his or her
interest in the Trust Fund as of any Valuation Date and consists of the sum of
a Participant's Employe Contribution Account, Elective Employer Contribution
Account and Matching Employer Contribution Account, and effective March 1,
1995, Direct Rollover Contribution Account.

SECTION 2.2. "ACCOUNTING PERIOD" shall mean a calendar month.

SECTION 2.3. [Reserved]

SECTION 2.4. [Reserved]

SECTION 2.5. [Reserved]

SECTION 2.6. "ACTUAL DEFERRAL RATIO" shall be the ratio of an
Eligible Employe's Elective Employer Contributions for the Plan Year,
including, if the Eligible Employe is a Highly Compensated Employe, his or her
Excess Elective Employer Contribution Deferrals for the Plan Year, to the
Eligible Employe's Total Compensation for the Plan Year. An Eligible Employe
who does not make an Elective Employer Contribution to the Plan for the Plan
Year shall have an Actual Deferral Ratio of zero for that Plan Year.

SECTION 2.6.5. "AFFILIATE" shall mean any corporation which is
considered part of the controlled group of corporations, within the meaning of
Section 414(b) of the Code, of which The Detroit Edison Company is a member.

SECTION 2.7. "AVERAGE DEFERRAL PERCENTAGE FOR ALL HIGHLY
COMPENSATED ELIGIBLE EMPLOYES" shall mean the average of the Actual Deferral
Ratios of all Highly Compensated Eligible Employes.

2
<PAGE> 9
SECTION 2.8. "AVERAGE DEFERRAL PERCENTAGE FOR ALL NON-HIGHLY
COMPENSATED ELIGIBLE EMPLOYES" shall mean the average of the Actual Deferral
Ratios of all Non-Highly Compensated Eligible Employes.

SECTION 2.9. "BASIC COMPENSATION" shall mean the lesser of (a) the
normal pay for a basic work week (including alternative work schedules) before
taking into account Elective Employer Contributions, before any salary
reductions elected under The Detroit Edison Company Flexible Spending Plan and
after the addition of shift premium, step-up pay, work area differential and
Sunday work premium; or (b) actual pay for a work week before taking into
account Elective Employer Contributions, before any salary reductions elected
under The Detroit Edison Company Flexible Spending Plan and after the addition
of overtime, shift premium, step-up pay, work area differential and Sunday work
premium. Effective starting with the second pay period ending in May, 1994,
Basic Compensation shall mean pay for a normal forty-hour period before taking
into account Elective Employer Contributions under the Plan, before any salary
reductions under the Flexible Spending Plan, after the addition of shift, area,
step-up and Sunday premiums, but excluding overtime premiums, and reduced by
reported unpaid absences. Notwithstanding the foregoing, for employes on
Alternative Work Schedules, Basic Compensation shall mean either: (a) for
employes working a total of 80 or more hours in a bi-weekly pay period, normal
pay for a 40 hour work week, so long as the total hours pay included in Basic
Compensation in a bi-weekly pay period do not exceed 80; or (b) for employes
who work less than 80 hours in a bi-weekly pay period, pay for actual hours
worked during that bi-weekly period. For plan years beginning after December
31, 1988, an employe's Basic Compensation in excess of $200,000 shall be
disregarded for purposes of determining Basic Compensation, provided, however,
that such $200,000 limitation shall be deemed to be automatically adjusted from
time to time as and when cost of living adjustments are prescribed by the
Secretary of the Treasury in accordance with Section 415(d) of the Code. For
plan years beginning after December 31, 1993, an employe's Basic Compensation
in excess of $150,000 shall be disregarded for purposes of determining Basic
Compensation, provided, however, that such $150,000 limitation shall be deemed
to be automatically adjusted from time to time as and when cost of living
adjustments are prescribed by the

3
<PAGE> 10
Secretary of the Treasury in accordance with Sections 415(d) and 401(a)(17) of
the Code.

SECTION 2.9.6. "BASIC EMPLOYE CONTRIBUTIONS" shall mean, effective
commencing with the pay period ending July 4, 1993, the amount of money
contributed by a Participant under Section 4.1 which, when added to the
Participant's Basic Elective Employer Contributions, is equal to 6% of the
Participant's Basic Compensation increased to the next whole dollar amount,
subject to the limitations set forth in Section 4.1. If the amount of money
contributed by a Participant under Section 4.1, when combined with a
Participant's Basic Elective Employer Contributions, is less than 6% of the
Participant's Basic Compensation, the total amount of money contributed by the
Participant under Section 4.1 shall be considered Basic Employe Contributions.
Effective with the first pay period ending in November, 1994, "BASIC EMPLOYE
CONTRIBUTIONS" shall mean the amount of money contributed by a Participant
under Section 4.1 which, when added to the Participant's Basic Elective
Employer Contributions, is equal to 8% of the Participant's Basic Compensation,
subject to the limitations set forth in Section 4.1. If the amount of money
contributed by a Participant under Section 4.1, when combined with a
Participant's Basic Elective Employer Contributions, is less than 8% of the
Participant's Basic Compensation, the total amount of money contributed by the
Participant under Section 4.1 shall be considered Basic Employe Contributions.

SECTION 2.9.8. "BENEFIT PLAN ADMINISTRATION" shall mean the Benefit
Plan Administration Section of the Treasurer's Organizational Unit of the
Company.

4
<PAGE> 11
SECTION 2.10. "BOARD OF DIRECTORS" shall mean the Board of Directors
of the Company.

SECTION 2.10.5. "CHAIRMAN OF THE BOARD OF DIRECTORS" shall mean that
person holding the position of Chairman of the Board of Directors of the
Company.

SECTION 2.11. "CODE" shall mean the Internal Revenue Code of 1986, as
amended.

SECTION 2.12. "COMMITTEE" shall mean the Savings Plan Committee of
the Company appointed by the Chairman of the Board of Directors.

SECTION 2.13. "COMPANY" shall mean The Detroit Edison Company.

SECTION 2.14. "DETROIT EDISON COMMON STOCK" shall mean shares of
Common Stock of The Detroit Edison Company.

SECTION 2.15. "DETROIT EDISON COMMON STOCK FUND" shall mean the Fund
established pursuant to Section 6.1(c).

SECTION 2.15.5. "DIRECTED ACCOUNT CASH FUND" shall mean the fund
established pursuant to Section 6.1(d). Effective January 1, 1993, this
Section 2.15.5 is deleted.

SECTION 2.15.6. "DIRECT ROLLOVER" shall mean, effective January 1,
1993, an Eligible Rollover Distribution that is paid directly to an Eligible
Retirement Plan specified by the Distributee.

SECTION 2.15.8. "DIRECT ROLLOVER CONTRIBUTION" shall mean, effective

5
<PAGE> 12
March 1, 1995, any amount contributed to the Plan in accordance with Section
4.7.

SECTION 2.16. "DISABILITY" shall mean the termination of employment
by a Participant other than by his or her death because the Participant is
totally disabled and entitled to benefits under The Detroit Edison Long Term
Disability Benefits Plan.

SECTION 2.16.5. "DISCRETIONARY ACCOUNT CASH FUND" shall mean,
effective January 1, 1993, the Fund established pursuant to Section 6.1(e).
Effective June 30, 1994, this Section 2.16.5 is deleted.

SECTION 2.16.6. "DISTRIBUTEE" shall mean, effective January 1, 1993,
a Participant, the surviving spouse of a deceased Participant or a spouse or
former spouse of a Participant who is an alternate payee under a qualified
domestic relations order.

SECTION 2.17. "DIVERSIFIED EQUITIES FUND" shall mean the Fund
established pursuant to Section 6.1(a). Effective June 30, 1994, this Section
2.17 is deleted.

SECTION 2.18. "EFFECTIVE DATE" shall mean October 31, 1983.

SECTION 2.19. "ELECTIVE EMPLOYER CONTRIBUTION ACCOUNT" shall mean the
account maintained for a Participant to record his or her portion of Elective
Employer Contributions and adjustments thereto.

Effective January 1, 1992, "Elective Employer Contributions" shall mean the sum
of a Participant's Basic Elective Employer Contributions and Supplemental
Elective Employer Contributions.

6
<PAGE> 13
SECTION 2.21. "ELIGIBLE EMPLOYE" shall mean, effective January 1,
1993, an Employe represented by Local 17 of the International Brotherhood of
Electrical Workers.

SECTION 2.21.5. "ELIGIBLE RETIREMENT PLAN" shall mean, effective
January 1, 1993, an individual retirement account described in section 401(a)
of the Code, an individual retirement annuity described in section 408(b) of
the Code, an annuity plan described in section 403(a) of the Code or a
qualified trust described in section 401(a) of the Code, that accepts the
Distributee's Eligible Rollover Distribution. However, in the case of an
Eligible Rollover Distribution to the surviving spouse, an Eligible Retirement
Plan is an individual retirement account or individual retirement annuity.

SECTION 2.21.6. "ELIGIBLE ROLLOVER DISTRIBUTION" shall mean,
effective January 1, 1993, any distribution from the Plan to a Distributee
except for (1) a distribution which is one of a series of substantially equal
periodic payments made for the life expectancy of the Distributee or for a
specified period of ten (10) years or more; (2) a distribution to the extent
required because the Participant has attained the age of 70 1/2; (3) the
portion of a distribution which is not included in the Distributee's gross
income (determined without regard to the exclusion for net unrealized
appreciation with respect to employer securities); (4) corrective distributions
of Elective Employer Contributions and Employe Contributions under Section 4.6
of the Plan; (5) distributions from the Plan which represent amounts returned
to the Participants pursuant to Section 11.1 of the Plan; and (6) a deemed
distribution resulting from a Plan loan which will otherwise fail to satisfy
the requirements of Code Section 72.

7
<PAGE> 14
414(n)(5) of the Code. In addition, the term "Employe" shall not include any
leased employes which may be excluded pursuant to regulations of the Secretary
of the Treasury promulgated pursuant to Section 414(c) of the Code. In no
event shall a Leased Employe become a Participant in, or accrue benefits under,
the Plan based on service as a leased employe only.

SECTION 2.23. "EMPLOYE CONTRIBUTION ACCOUNT" shall mean the account
maintained for a Participant to record his or her Employe Contributions and
adjustments thereto.

SECTION 2.24. "EMPLOYE CONTRIBUTIONS" shall mean that amount
contributed to the Plan by a Participant which is not less than 1% nor more
than 6% of the Participant's Basic Compensation increased to the next whole
dollar amount, subject to the limitations set forth in Section 4.1, which is
credited to the Participant's Employe Contribution Account. Effective January
1, 1992, "Employe Contributions" shall mean the sum of a Participant's Basic
Employe Contributions and Supplemental Employe Contributions.

SECTION 2.25. "EMPLOYER" shall mean the Company or any Participating
Affiliate.

SECTION 2.26. "ENROLLMENT DATE" shall mean the Effective Date of the
Plan and the first day of each month thereafter. Effective June 30, 1994,
Enrollment Date shall mean the first day of the first pay period which ends in
the month.

8
<PAGE> 15
member of the controlled group of corporations (within the meaning of Section
414(b) of the Code) of which an Employer is a member, exceeds $7,000, as
automatically adjusted from time to time as and when cost of living adjustments
are prescribed by the Secretary of the Treasury in accordance with Section
415(d) of the Code.

SECTION 2.28. "FUNDS" shall mean the investment funds established
pursuant to Section 6.1. When used in the singular, "Fund" shall mean one of
such Funds.

SECTION 2.29. "GOVERNMENT OBLIGATIONS FUND" shall mean the Fund
established pursuant to Section 6.1(b). Effective January 1, 1993, this
Section 2.29 is deleted.

For this purpose, the determination year shall be the plan year. The
look-

9
<PAGE> 16
back year shall be the twelve-month period immediately preceding the
determination year.

If an Employe is, during a determination year or look-back year, a
family member of either a five percent owner who is an active or former employe
or a Highly Compensated Employe who is one of the ten most highly compensated
employes ranked on the basis of Total Compensation paid by the Employer during
such year, then the family member and the five percent owner or top-ten Highly
Compensated Employe shall be aggregated. In such case, the family member and
five percent owner or top-ten Highly Compensated Employe shall be treated as a
single Employe receiving compensation and plan contributions or benefits equal
to the sum of such compensation and Plan contributions or benefits of the
family member and five percent owner or top-ten Highly Compensated Employe.
For purposes of this section, family member includes the spouse, lineal
ascendants and descendants of the Employe or former employe and the spouses of
such lineal ascendants and descendants.

The determination of who is a Highly Compensated Employe, including
the determinations of the number and identity of Employes in the top-paid
group, the top 100 Employes, the number of Employes treated as officers and the
compensation that is considered, will be made in accordance with Section 414(q)
of the Code and the regulations thereunder.

Notwithstanding the foregoing, for Plan Years which commence on or
after January 1, 1987 and end on or before December 31, 1988, a Highly
Compensated Employe shall mean any employe who receives Total Compensation in
excess of $50,000 from the Employer during the Plan Year.

SECTION 2.31. "HIGHLY COMPENSATED ELIGIBLE EMPLOYE" means a Highly
Compensated Employe who is an Eligible Employe.

SECTION 2.31.5. "INTEREST INCOME FUND" shall mean the Fund
established pursuant to Section 6.1(e). Effective January 1, 1993, this
Section 2.31.5 is deleted.

10
<PAGE> 17
SECTION 2.32. "INVESTMENT MANAGER" OR "INVESTMENT MANAGERS" shall
mean an investment manager or managers as required by Section 3(38) of the
Employee Retirement Income Security Act of 1974, as amended.

SECTION 2.33. "LEASED EMPLOYE" shall mean an individual who satisfies
the requirements of Section 414(n)(2) of the Code.

SECTION 2.34. "LOAN ACCOUNT" shall mean the separate Loan Account
maintained for a Participant established pursuant to Section 7.4 and the
Committee Regulations promulgated thereunder.

SECTION 2.35. "LOCAL 17" shall mean Local Union Number 17 of the
International Brotherhood of Electrical Workers, affiliated with AFL- CIO.

SECTION 2.36. "MATCHING EMPLOYER CONTRIBUTIONS" shall mean the
amounts contributed to the Plan by an Employer on behalf of Participants as
provided in Section 5.1 of the Plan which are credited to each Participant's
Matching Employer Contribution Account.

SECTION 2.37. "MATCHING EMPLOYER CONTRIBUTION ACCOUNT" shall mean the
account maintained for a Participant to record his or her portion of Matching
Employer Contributions and adjustments thereto.

SECTION 2.38. "NON-HIGHLY COMPENSATED EMPLOYE" shall mean any Employe
who is not a Highly Compensated Employe.

SECTION 2.39. "NON-HIGHLY COMPENSATED ELIGIBLE EMPLOYE" shall mean
any Eligible Employe who is not a Highly Compensated Employe.

11
<PAGE> 18
SECTION 2.41. "NON-VESTED AMOUNTS" shall mean funds which, as of the
date of determination, are attributable to Matching Employer Contributions
during the current Plan Year, the three immediately preceding Plan Years, and
the earnings thereon, provided, however, that the Employe does not have five
years of service with the Employer, as defined in Section 9.2(a), or any member
of the controlled group of corporations (within the meaning of section 414(b)
of the Code) of which the Employer is a member, as defined by Section
9.2(a)(2).

SECTION 2.41.5. "PARTICIPATING AFFILIATE" shall mean an affiliate of
the Company which adopts the Plan with the approval of the Chairman of the
Board of Directors of the Affiliate and the Chairman of the Board of Directors
of the Company. As a condition to participating in the Plan, such Affiliate
shall authorize the Chairman of the Board of Directors of the Company and the
Committee to act for it in all matters arising under the Plan and shall agree
to comply with such other terms and conditions as may be imposed by the
Chairman of the Board of Directors of the Company.

SECTION 2.42. "PARTICIPANT" shall mean an Eligible Employe
participating in the Plan.

SECTION 2.43. "PARTICIPATING SUBSIDIARY" shall mean a Subsidiary of
the Company which adopts the Plan with the approval of the Chairman of the
Board of Directors of the Subsidiary and the Chairman of the Board of Directors
of the Company. As a condition to participating in the Plan, such Subsidiary
shall authorize the Chairman of the Board of Directors of the Company and the
Committee to act for it in all matters arising under the Plan and shall agree
to comply with such other terms and conditions as may be imposed by the
Chairman of the Board of Directors of the Company. Effective December 31,
1994, this section 2.43 is deleted.

SECTION 2.44. "PAY ROLL" shall mean the Pay Roll Organizational Unit
of the Company. Effective June 30, 1994, this Section 2.44 is deleted.

SECTION 2.45. "PLAN" shall mean The Detroit Edison Company Employes'
Savings Plan for Employes Represented by Local 17 of the International

12
<PAGE> 19
Brotherhood of Electrical Workers and all amendments thereto. Effective June
30, 1994, "Plan" shall mean The Detroit Edison Savings & Investment Plan for
Employes Represented by Local 17 of the International Brotherhood of Electrical
Workers and all amendments thereto.

SECTION 2.46. "PLAN YEAR" shall mean the period beginning with the
Effective Date of the Plan and ending December 31 of the same year and each
calendar year thereafter.

SECTION 2.47. "RETIREMENT" shall mean the termination of employment
by a Participant other than by his or her death or Disability where the
Participant has attained the age of 65.

SECTION 2.47.5. "SHORT & INTERMEDIATE TERM BOND FUND" shall mean,
effective January 1, 1993, the Fund established pursuant to Section 6.1(d).
Effective June 30, 1994, this Section 2.47.5 is deleted.

SECTION 2.48. "SUBSIDIARY" shall mean any corporation of which more
than 50% of the voting stock is owned directly or indirectly by The Detroit
Edison Company. Effective December 31, 1994, this Section 2.48 is deleted.

SECTION 2.48.5. "SUPPLEMENTAL ELECTIVE EMPLOYER CONTRIBUTIONS" shall
mean the amount of money contributed by the Participant under Section 4.2 which
exceeds the Participant's Basic Elective Employer Contributions and which does
not qualify for any Matching Employer Contributions under Section 5.1 of the
Plan.

SECTION 2.48.6. "SUPPLEMENTAL EMPLOYE CONTRIBUTIONS" shall mean the
amount of money contributed by a Participant under Section 4.1 which exceeds
the Participant's Basic Employe Contributions and which does not qualify for
any Matching Employer Contributions under Section 5.1 of the Plan.

13
<PAGE> 20
gross income for federal income tax purposes for that Plan Year. An Eligible
Employe's Total Compensation shall also include any Elective Employer
Contributions made by the Eligible Employe to the Plan for that Plan Year and
any salary reductions elected under The Detroit Edison Company Flexible
Spending Plan. When an employe begins, ceases, or resumes to be an Eligible
Employe during the Plan Year, his or her Total Compensation shall include
amounts included in his or her gross income for the entire Plan Year. In no
event, however, shall an Eligible Employe's Total Compensation exceed $200,000,
as automatically adjusted from time to time as and when cost of living
adjustments are prescribed by the Secretary of the Treasury in accordance with
Section 415(d) of the Code. Effective January 1, 1994, in no event, however,
shall an Eligible Employe's Total Compensation exceed $150,000, as
automatically adjusted from time to time as and when cost of living adjustments
are prescribed by the Secretary of the Treasury in accordance with Section
415(d) and 401(a)(17)(B) of the Code.

SECTION 2.50. "TRUST AGREEMENT" shall mean the agreement or
agreements specifically designated as a Trust Agreement between the Company and
the Trustee which provides for the investment of contributions to the Plan.

SECTION 2.51. "TRUST FUND" shall mean the aggregate of the
contributions made by Participants and by an Employer to the Plan and held
under or pursuant to the Trust Agreement, increased by profits or income
thereon, and decreased by payments and losses therefrom.

SECTION 2.52. "TRUSTEE" shall mean an individual or individuals or a
corporation or corporations by whom assets of the Plan are held under the Trust
Agreement.

SECTION 2.52.5. "U.S. GOVERNMENT PLUS BOND FUND" shall mean,
effective January 1, 1993, the Fund established pursuant to Section 6.1(b).
Effective June 30, 1994, this Section 2.52.5 is deleted.

SECTION 2.53. "VALUATION DATE" shall mean the last business day of
each Accounting Period, or such other date or dates as may be designated by the
Committee. "VALUATION DATE" shall mean, effective June 30, 1994, any business

14
<PAGE> 21
day on which stocks are actively traded on the New York Stock Exchange.

15
<PAGE> 22
ARTICLE III
ELIGIBILITY AND PARTICIPATION

16
<PAGE> 23
ARTICLE IV
EMPLOYE CONTRIBUTIONS AND ELECTIVE EMPLOYER CONTRIBUTIONS

SECTION 4.2. ELECTIVE EMPLOYER CONTRIBUTIONS. A Participant may
elect to have his or her Basic Compensation reduced each pay week or month,
whichever is applicable, by 1%, 2%, 3%, 4%, 5%, or 6% and have his or her
Employer contribute such amount to the Plan, provided, however, that the six
percent (6%) maximum shall be reduced by the percent, if any, elected under
Section 4.1. Effective January 1, 1992, a Participant may elect to have his or
her Basic Compensation reduced each pay week or month, whichever is applicable,
by 1%, 2%, 3%, 4%, 5%, 6%, 7%, 8%, 9%, or 10% and have his or her Employer
contribute such amount to the Plan, provided, however, that the ten percent
(10%) maximum shall be reduced by the percent, if any, elected under Section
4.1. Effective with the second pay period ending in May, 1994, a Participant
may elect to have his or her Basic Compensation reduced each pay period by 1%,
2%, 3%, 4%, 5%, 6%, 7%, 8%, 9%, or 10% and have his or her Employer contribute
such amount to the Plan, provided, however, that the ten percent (10%) maximum
shall be reduced by the percent, if any, elected under Section 4.1.

Notwithstanding the foregoing, the amount of a Participant's Elective
Employer Contribution for the taxable year of the Participant, when combined

17
<PAGE> 24
with any other elective deferrals made by the Participant for the same taxable
year to any other qualified plans of any member of the controlled group of
corporations (within the meaning of Section 414(b) of the Code) of which an
Employer is a member, shall not exceed $7,000, as automatically adjusted from
time to time as and when cost of living adjustments are prescribed by the
Secretary of the Treasury in accordance with Section 415(d) of the Code. The
adjusted limitation shall be effective as of January first of each calendar
year. If, however, an Excess Elective Employer Contribution Deferral occurs as
a result of the Participant's participation in this Plan or in any other
qualified plan of any member of the controlled group of corporations (within
the meaning of Section 414(b) of the Code) of which an Employer is a member,
such amount, along with the income earned thereon, shall be returned to the
Participant by April 15 of the calendar year immediately following the calendar
year in which the Excess Elective Employer Contribution Deferral occurs. The
income earned thereon shall be determined in the same manner in which income
allocable to distributed excess Elective Employer Contributions is determined
under Section 4.6(f) of this Plan.

Notwithstanding the foregoing, the Employer may, at any time during
the Plan Year or within two and one-half months after the close of the Plan
Year, reduce the percent elected for any or all of the Highly Compensated
Eligible Employes if necessary to comply with Section 401(k) of the Code and
regulations thereunder, provided, however, that any such reduction and
re-characterization or distribution which occurs after the close of the Plan
Year shall be carried out in compliance with Section 4.6. The amount of the
contributions representing the reduction in the percentage elected shall either
be recharacterized as Employe Contributions, or distributed to the affected
Highly Compensated Eligible Employes in the sole discretion of the Savings Plan
Committee within two and one-half months of the close of the Plan Year.

Elective Employer Contributions relating to a Plan Year shall in no
event be paid to the Trustee later than 30 days following the end of such Plan
Year.

18
<PAGE> 25
the first payroll week ending on or after the Enrollment Date on which an
Eligible Employe begins participation in the Plan. If the Employe or Elective
Employer Contribution for any pay week or month, whichever is applicable, is
not a whole dollar amount, such amount shall be increased to the next whole
dollar. In addition, if a Participant's Basic Compensation is changed, the
resulting change in deduction shall be made as soon as practicable after such
change. Effective June 30, 1994, Employe or Elective Employer Contributions
may be made by payroll deduction or other method approved by the Committee.
Payroll deductions shall begin with the first payroll period which includes the
Enrollment Date on which an Eligible Employe begins participation in the Plan.
In addition, if a Participant's Basic Compensation is changed, the resulting
change in deduction shall be made as soon as practicable after such change.

SECTION 4.4. CHANGE OF EMPLOYE OR ELECTIVE EMPLOYER CONTRIBUTIONS.
The percentage of Basic Compensation contributed to the Plan by a Participant
shall continue in effect until the Participant changes the percentage of his or
her Employe or Elective Employer Contributions. A Participant may change his
or her Employe or Elective Employer Contributions to a higher or lower
percentage of Basic Compensation within the limitations of Sections 4.1 and 4.2
by giving written notice of such change to Pay Roll on a form provided for such
purpose at least twenty (20) days before the end of any month. Effective
January 1, 1992, a Participant may change his or her Employe or Elective
Employer Contributions to a higher or lower percentage of Basic Compensation
within the limitations of Sections 4.1 and 4.2 by giving written notice of such
change to Pay Roll on a form provided for such purpose at least ten (10) days
before the end of any month. Such change shall become effective with the
employe's first payroll week ending with the following month. No more than
one such change may be made in any one Plan Year. For the period from November
1, 1991 to December 10, 1991, a Participant may change his or her Employe or
Elective Employer Contributions to a higher or lower percentage of Basic
Compensation within the limitations of Sections 4.1 and 4.2, to be effective
January 1, 1992, regardless of whether he or she has already made one such
change during the Plan Year. Effective June 30, 1994, the percentage of Basic
Compensation contributed to the Plan by a Participant shall continue in effect
until the Participant changes the percentage of his or her Employe or Elective
Employer Contributions. A Participant

19
<PAGE> 26
may change his or her Employe or Elective Employer Contributions to a higher or
lower percentage of Basic Compensation within the limitations of Sections 4.1
and 4.2 once each calendar month.

SECTION 4.5. SUSPENSION OF EMPLOYE OR ELECTIVE EMPLOYER
CONTRIBUTIONS.

(a) A Participant may suspend all, but not less than all, of his or
her Employe or Elective Employer Contributions to the Plan at any time by
giving written notice thereof to Pay Roll on a form provided for such purpose
at least twenty (20) days before the end of any month. Effective January 1,
1992, a Participant may suspend all, but not less than all, of his or her
Employe or Elective Employer Contributions to the Plan at any time by giving
written notice thereof to Pay Roll on a form provided for such purpose at least
ten (10) days before the end of any month. Such suspension shall become
effective with the employe's first payroll week ending in the following month
and continue for at least three (3) months. A Participant may terminate such
suspension as of the end of the third month of suspension, or as of the end of
any subsequent month, by giving written notice of the termination to Pay Roll
on a form provided for that purpose at least twenty (20) days before the end of
such month. Effective January 1, 1992, a Participant may terminate such
suspension as of the end of the third month of suspension, or as of the end of
any subsequent month, by giving written notice of the termination to Pay Roll
on a form provided for that purpose at least ten (10) days before the end of
such month. No Participant may suspend all contributions pursuant to this
Section 4.5(a) more than once in any Plan Year. Effective June 30, 1994, a
Participant may suspend all, but not less than all, of his or her Employe or
Elective Employer Contributions to the Plan at any time, such suspension to be
effective as soon as practicable. Such suspension shall continue for at least
three months. A Participant may terminate such suspension as of the end of the
third month of suspension, or any time thereafter. No Participant may suspend
all contributions pursuant to this Section 4.5(a) more than once in any Plan
Year.

(b) If a Participant is granted an unpaid illness leave or personal
leave by the Company, there shall be no Employe or Elective Employer
Contributions made during the period of the leave.

20
<PAGE> 27
Subject to the limitations of Section 11.1, where a Participant is
being paid under provisions of the absence pay, or extended disability pay plan
of the Company, Employe and Elective Employer Contributions will be deducted
from his or her payments.

A Participant who is being paid benefits under the provisions of the
absence pay or extended disability pay plan of the Company may at any time
elect to suspend contributions at the end of any month by giving written notice
on a form provided for that purpose to Pay Roll at least twenty (20) days
before the end of such month. Effective January 1, 1992, a Participant who is
being paid benefits under the provisions of the absence pay or extended
disability pay plan of the Company may at any time elect to suspend
contributions at the end of any month by giving written notice on a form
provided for that purpose to Pay Roll at least ten 10 days before the end of
the month. Effective June 30, 1994, a Participant who is being paid benefits
under the provisions of the absence pay or extended disability pay plan of the
Company may at any time elect to suspend contributions, such suspension to be
effective as soon as practicable. In such event, contributions will be
suspended for the remaining period that the Employe is receiving absence pay or
extended disability payments. The Employe may resume participation in the Plan
when returning to work by signing another Enrollment Form in the manner
prescribed in Section 3.2.

(d) In cases of a suspension of Employe or Elective Employer
Contributions, Matching Employer Contributions on behalf of such Participant
shall be automatically suspended for a like period.

SECTION 4.6. NONDISCRIMINATION TESTING. This Section 4.6 is solely
for determining compliance with the special discrimination rules under Section

21
<PAGE> 28
401(k) of the Code so that the Employer may make the necessary adjustments
pursuant to Sections 4.1 and 4.2 to reduce the elected percentages for affected
Highly Compensated Eligible Employes. The Plan will comply with one of the two
tests set forth in Section 4.6(a) for every Plan Year.

(a) The elections made by Participants pursuant to Section 4.2 will
comply with the special discrimination rules of Code Section 401(k) if the
Average Deferral Percentage for all Highly Compensated Eligible Employes for
the Plan Year is no greater than (1) the greater of the Average Deferral
Percentage for all Non-Highly Compensated Eligible Employes for the Plan Year
multiplied by 1.25 (1.25 test), or (2) the lesser of the Average Deferral
Percentage for all Non-Highly Compensated Eligible Employes for the Plan Year
multiplied by 2 or the Average Deferral Percentage for all Non-Highly
Compensated Eligible Employes for the Plan Year plus two percentage points (2.0
test).

(b) If the elections made pursuant to Section 4.2 do not satisfy either
the 1.25 or 2.0 test, excess Elective Employer Contributions shall either be
recharacterized as Employe Contributions, or be distributed to the Participant,
in accordance with Section 4.6(d) or 4.6(e), as applicable. The decision as to
whether to recharacterize or distribute excess Elective Employer Contributions
shall be made by the Savings Plan Committee in its sole discretion.

(c) The amount of excess Elective Employer Contributions for each
Highly Compensated Employe for a Plan Year shall be determined by reducing the
Actual Deferral Ratio of the Highly Compensated Employe with the highest Actual
Deferral Ratio to the Actual Deferral Ratio of the Highly Compensated Employe
with the next highest Actual Deferral Ratio. This process is repeated until
the special discrimination rules of Code Section 401(k) are satisfied for the
Plan Year.

22
<PAGE> 29
such recharacterized amounts will not be recharacterized. Such
recharacterized amounts will be included in the affected employe's income for
the taxable year during which it would have been included in his or her gross
income had he or she originally elected to have such amounts contributed to the
Plan as Employe Contributions.

(e) If the Savings Plan Committee determines that excess Elective
Employer Contributions should be distributed, such distribution must occur
within two and one half months after the close of the Plan Year in which such
excess Elective Employer Contributions occurred. The Plan Administrator shall
notify all affected employes and the Employer of this distribution within the
two and one half month period. Income earned on the amounts to be distributed
will also be distributed. Such distributed amounts will be included in the
affected employe's income for the taxable year during which the excess Elective
Employer Contribution was made to the Plan. Matching Employer Contributions
which have not vested at the time of the distribution and which are
attributable to excess Elective Employer Contributions which are to be
distributed and the income attributable thereto shall be forfeited in
accordance with the forfeiture rules set forth in this Plan.

23
<PAGE> 30
balances reduced by the income and increased by the loss attributable to those
accounts for the gap period.

(g) Excess Elective Employer Contribution Deferrals and excess Elective
Employer Contributions shall be determined and either recharacterized or
distributed, as applicable, in the following order:

(a) Excess Elective Employer Contribution Deferrals; and

(b) excess Elective Employer Contributions.

SECTION 4.7. DIRECT ROLLOVER CONTRIBUTIONS. Effective March 1, 1995,
notwithstanding any limitations on contributions to the contrary contained in
the Plan (other than in this Section 4.7), the Trustee may, in accordance with
rules adopted by the Committee, receive on behalf of any Eligible Employe who
is eligible to participate in the Plan in accordance with Section 3.1 of
Article III hereunder, an eligible rollover distribution, as that term is
defined in Section 402 of the Code, from any plan qualified under Section
401(a) of the Code, provided that (a) the eligible rollover distribution must
be in an amount of at least $5,000; (b) the Trustee receives the assets through
a direct rollover, as that term is defined in Section 402 of the Code, from the
distributing qualified plan into the Plan, and (c) the assets to be rolled over
are attributable solely to employer contributions, including elective
contributions under a plan qualified under Section 401(k) of the Code, and
earnings on any employe and employer contributions. Notwithstanding the
foregoing, in no event shall the Trustee or the Plan accept any rollovers
hereunder that could disqualify the Plan under Section 401(a) of the Code.

24
<PAGE> 31
ARTICLE V
MATCHING EMPLOYER CONTRIBUTIONS

SECTION 5.1. AMOUNT AND PAYMENT OF MATCHING EMPLOYER CONTRIBUTIONS.
Except as otherwise provided in this Article V, Article XI, and in Sections
10.3 and 10.4, each Employer shall contribute to the Plan on behalf of its
Employes participating in the Plan an amount equal to the sum of (a) 50% of the
aggregate of such Employes' Employe and Elective Employer Contributions to the
Plan, and (b) the forfeitures to be restored to the credit of its respective
Participants by reason of their making the payments specified in Section 10.6.
Effective January 1, 1992, except as otherwise provided in this Article V,
Article XI, and in Sections 10.3 and 10.4, each Employer shall contribute to
the Plan on behalf of its Employes participating in the Plan an amount equal to
the sum of (a) 50% of the aggregate of such Employes' Basic Employe
Contributions and Basic Elective Employer Contributions to the Plan, and (b)
the forfeitures to be restored to the credit of its respective Participants by
reason of their making the payments specified in Section 10.6. Matching
Employer Contributions with respect to a Plan Year shall be paid to the Trustee
no later than the due date (including extensions of time) for filing the
Employer's Federal income tax return for such year.

SECTION 5.3. REDUCTION OF MATCHING EMPLOYER CONTRIBUTIONS BY
FORFEITURES. The amount of the Matching Employer Contribution shall be reduced
by the amount of any forfeiture which results from termination of the
employment of an Employe, as provided in Section 10.2, withdrawal under
Section 10.3, or the Company's inability to locate a Participant or beneficiary
to whom a benefit is due, as provided in Section 10.10.

<PAGE> 32
SECTION 5.4. RETURN OF MATCHING EMPLOYER CONTRIBUTIONS.

26
<PAGE> 33
ARTICLE VI
FUNDS

(a) A "Diversified Equities Fund" which shall be invested directly or
indirectly in common stocks within the limitations specified in the Trust
Agreement.

Effective January 1, 1992, the following Funds will be made available,
in addition to those listed in Subsections (a), (b), and (c) above,for the
collective investment on behalf of Participants of Employe Contributions,
Elective Employer Contributions and Matching Employer Contributions to the
Plan.

(d) A "Directed Account Cash Fund" which shall be invested in
open-ended demand Master Notes of companies with a minimum debt rating of AA or
better by Standard & Poor's Corporation, certificates of deposit or time
deposits of domestic and foreign banks and commercial paper of varying
maturities, as well as collateralized repurchase agreements, and other short
term assets including, but not limited to, United States Treasury Bills,
savings bank deposits and other cash balance instruments.

27
<PAGE> 34
(e) An "Interest Income Fund" which shall be invested in direct
obligations of the United States Government or agencies thereof, in obligations
guaranteed as to the payment of interest and principal by the United States
Government or agencies thereof, in fully insured bank deposits, in repurchase
agreements that are collateralized by these types of agreements, and in futures
contracts, or options on futures contracts, on any debt instruments such as
United States Treasury Bills, Bonds and Notes.

Notwithstanding the foregoing, a portion of the above Funds may be
maintained in cash, or may be invested temporarily, directly or indirectly, in
certain short-term obligations as permitted by the Trust Agreement. Dividends,
interest and other income in respect of any Fund shall be reinvested in the
same Fund to the extent not used to pay expenses of the Plan.

Effective January 1, 1993, the following funds shall be maintained for
the collective investment on behalf of Participants of Employe Contributions,
Elective Employer Contributions and Matching Employer Contributions to the
Plan:

(a) an index fund, commonly referred to as Fund A or the
Diversified Equities Fund;

(b) a government bond fund, commonly referred to as Fund B or
the U.S. Government Plus Bond Fund (formerly Government
Obligations Fund);

(c) a fund invested solely in Detroit Edison Common Stock,
commonly referred to as Fund C or the Detroit Edison Common
Stock Fund;

(d) a bond fund, commonly referred to as Fund D or the Short &
Intermediate Term Bond Fund (formerly the Interest Income
Fund); and

(e) a cash equivalent fund, commonly referred to as Fund E or
the Discretionary Account Cash Fund (formerly the Directed
Account Cash Fund).

28
<PAGE> 35
Notwithstanding the foregoing, a portion of the above Funds may be
maintained in cash, or may be invested temporarily, directly or indirectly, in
certain short-term obligations as permitted by the Trust Agreement. Dividends,
interest and other income in respect of any Fund shall be reinvested in the
same Fund to the extent not used to pay expenses of the Plan.

Further information concerning these funds can be obtained from Pay Roll
upon request.

Effective June 30, 1994, Funds shall be maintained for the investment on
behalf of Participants of Employe Contributions, Elective Employer
Contributions, Matching Employer Contributions and, effective March 1, 1995,
Direct Rollover Contributions to the Plan as selected from time to time by the
Savings Plan Committee. One of these Funds shall be the Detroit Edison Common
Stock Fund.

Effective June 30, 1994, a new Plan Trustee was appointed. On June 30,
1994, the former Trustee for the Plan transferred the Plan assets to the
current Trustee. Pending completion of a reconciliation of account balances
necessitated by the change in the Plan Trustee, the June 29, 1994 account
balances of Participants were temporarily transferred to and invested by the
new Trustee ("mapped") as follows:

FORMER INVESTMENT OPTION TEMPORARY INVESTMENT OPTION

Discretionary Account Cash Fidelity Retirement Money Market Fund
Portfolio

U.S. Government Plus Bond Fidelity Retirement Money Market
Fund Portfolio

Short & Intermediate Term Fidelity Retirement Money Market
Bond Fund Portfolio

Diversified Equities Fund Fidelity U.S. Equity Index
Portfolio

Detroit Edison Common Stock Detroit Edison Common Stock
Fund Fund

29
<PAGE> 36
Assets held in the Discretionary Account Cash Fund, the U.S. Government
Plus Bond Fund and the Short & Intermediate Term Bond Fund were converted to
cash and then invested by the new Trustee in the Fidelity Retirement Money
Market Portfolio pending conclusion of the reconciliation. Company common
stock and cash in the Detroit Edison Common Stock Fund were transferred to the
new Trustee in kind. Assets in the Diversified Equities Fund representing the
Plan's proportionate ownership in such Fund were transferred to the new Trustee
in kind. Notwithstanding anything herein to the contrary, during the
reconciliation period, Participants were permitted to engage only in certain
minimal types of Plan transactions.

On August 29, 1994, the reconciliation was completed and the Trustee
invested the principal and earnings on amounts in the mapped Funds pursuant to
directions from Participants. For any Participant who failed to provide the
Trustee with new investment directions, the Participant's account balance
remained in the Fund or Funds into which it had been mapped during the
reconciliation period.

SECTION 6.3. DETROIT EDISON COMMON STOCK FUND.

(a) Contributions received by the Trustee for the Detroit Edison Common
Stock Fund are invested entirely in Company Common Stock and short-term
investments in a liquidity reserve.

30
<PAGE> 37

(b) The Trustee shall regularly purchase Detroit Edison Common Stock
from time to time in the open market or by private purchase, including purchase
from the Company of authorized but unissued shares of such Common Stock or
shares of such Common Stock held as treasury stock, in accordance with a
non-discretionary purchasing program; provided, however, if the Committee so
directs at any time or from time to time, the Trustee shall accept as Matching
Employer Contributions, authorized but unissued shares of such Common Stock or
treasury stock.

(d) The Trustee shall vote, in person or by proxy, the shares of
Detroit Edison Common Stock held by it under the Detroit Edison Common Stock
Fund for the Account of a Participant (whether vested or not vested) in
accordance with the directions of such Participant. Written notice of any
meeting of stockholders of the Company and a request for voting instructions
shall be given by the Company or the Trustee to each Participant entitled to
give voting instructions for such meeting. Shares with respect to which no
voting instructions are received shall not be voted.

31
<PAGE> 38
ARTICLE VII
INVESTMENTS AND LOANS

SECTION 7.1. INVESTMENT OF CONTRIBUTIONS. Employe, Elective Employer
and Matching Employer Contributions to the Plan shall be invested by the
Trustee under the Trust Agreement in the Funds established pursuant to Section
6.1 hereof. Upon enrolling in the Plan, each Participant shall specify in
writing to Pay Roll, on a form prescribed by the Committee, the percentage of
his or her Employe Contributions and Elective Employer Contributions which
shall be invested in one of the following ways:

Effective January 1, 1992, the Participant shall specify in writing to
Pay Roll, on a form prescribed by the Committee, the percentage of his or her
Employe Contributions and Elective Employer Contributions which shall be
invested in one of the following ways:

a. entirely in the Diversified Equities Fund;
b. entirely in the Government Obligations Fund;
c. entirely in the Detroit Edison Common Stock Fund;
d. entirely in the Directed Account Cash Fund;
e. entirely in the Interest Income Fund;
f. among the five Funds established pursuant to Section
6.1 hereof in multiples of 10% of the Participant's total Employe and
Elective Employer Contributions.

<PAGE> 39
of types (a), (b), and (c), and who did not submit a change in direction
form to Pay Roll between November 20, 1991 and December 10, 1991 pursuant to
Section 7.2, will be invested 30% in the Diversified Equities Fund, 30% in the
Government Obligations Fund and 40% in the Detroit Edison Common Stock Fund.

Effective January 1, 1993, the Participant shall specify in writing to
Pay Roll, on a form prescribed by the Committee, the percentage of his or her
Employe Contributions and Elective Employer Contributions which shall be
invested in one of the following ways:

a. entirely in the Diversified Equities Fund;
b. entirely in the U.S. Government Plus Bond Fund;
c. entirely in the Detroit Edison Common Stock Fund;
d. entirely in the Short & Intermediate Term Bond Fund;
e. entirely in the Discretionary Account Cash Fund;
f. among the five Funds established pursuant to Section
6.1 hereof in multiples of 10% of the Participant's total
Employe and Elective Employer Contributions.

Effective June 30, 1994, the Participant shall designate the percentage
of his or her Employe Contributions, Elective Employer Contributions and,
effective March 1, 1995, Direct Rollover Contributions which shall be invested
in each of the Funds offered pursuant to Section 6.1. Such investment
directions shall be in no less than whole percentages.

Matching Employer Contributions shall be invested by the Trustee for the
account of the Participant in the Detroit Edison Common Stock Fund.

33
<PAGE> 40
such change to Pay Roll on a form provided for such purpose at least
ten (10) days before the end of any month. Any such change shall become
effective with the employe's first payroll period ending in the following month
in the form prescribed by the Committee. A change in investment direction
under this Section 7.2 shall not automatically cause a transfer of investments
under Section 7.3. For the period from November 1, 1991 to December 10, 1991,
a Participant may change his or her investment direction, to be effective
January 1, 1992, regardless of whether he or she has already made one such
change during the Plan Year.

For the period from May 27, 1993 to June 14, 1993, a Participant may
change his or her investment direction regardless of whether he or she has
already made a permissible change in investment direction for that quarter, but
subject to the other Plan restrictions on such changes in investment
directions. For the period from July 9, 1993 to July 20, 1993, a Participant
in the Discretionary Account Cash Fund may change his or her investment
direction regardless of whether he or she has already made a permissible change
in investment direction for that quarter, but subject to the other Plan
restrictions on such changes in investment directions.

SECTION 7.3. TRANSFER OF INVESTMENT. A Participant (including a
Participant who has retired and is entitled to receive a distribution pursuant
to Section 10.1 or Section 10.8) may, not more than once in any Plan Year,
direct that all or 50% of his or her interest in any one or more of the Funds
relating to Employe Contributions and Elective Employer Contributions be
transferred to any one or more of the other Funds, subject to the limitation
contained in Section 7.1. All transfers under this Section 7.3 shall be made
as of the last day of the month in which the Participant gives written notice
to Pay Roll, on a

<PAGE> 41
form provided for such purpose, at least twenty (20) days before the end of
any such month.

Effective January 1, 1992, a Participant (including a Participant who
has retired and is entitled to receive a distribution pursuant to Section 10.1
or Section 10.8) may, not more than once in any calendar quarter, direct that
all or increments of 10% of his or her interest in any one or more of the Funds
relating to Employe Contributions, Elective Employer Contributions and matured
Matching Employer Contributions be transferred to any one or more of the other
Funds, subject to the limitation contained in Section 7.1. All transfers under
this Section 7.3 shall be made as of the last day of the month in which the
Participant gives written notice to Pay Roll, on a form provided for such
purpose, at least ten (10) days before the end of any such month.

For the period from May 27, 1993 to June 14, 1993, a Participant may
transfer his or her investments to or from any of the available funds
regardless of whether he or she has already made a permissible change in
investment direction for that quarter, but subject to the other Plan
restrictions on such transfers. For the period from July 9, 1993 to July 20,
1993, a Participant in the Discretionary Account Cash Fund may transfer his or
her investments to or from any of the other available funds regardless of
whether he or she has already made a permissible change in investment direction
for that quarter, but subject to the other Plan restrictions on such transfers.

Effective June 30, 1994, a Participant (including a Participant who has
retired and is entitled to receive a distribution pursuant to Section 10.1 or
Section 10.8) may, on any business day, direct that all or any part of his or
her interest in any one or more of the Funds relating to Employe Contributions,
Elective Employer Contributions and matured Matching Employer Contributions
and, effective March 1, 1995, Direct Rollover_Contributions be
transferred to any one or more of the other Funds, subject to the limitations
contained in Section 7.1.

<PAGE> 42
made available without violating the Code or Treasury Regulations
("Parties in Interest"), shall be permitted to borrow from their Elective
Employer Contribution Accounts. After a request to borrow is received, Units
sufficient at current market value to satisfy the request shall be transferred
to a separate Loan Account and paid in cash to the borrowing Participant or
Party in Interest. Amounts repaid, including interest, shall be transferred
from the separate Loan Account and Units of the Funds shall be purchased at the
market value in effect at repayment. Loans will be made available to all
Participants and Parties in Interest on a reasonably equivalent basis, will not
be made available to highly compensated employes in an amount which is greater
than the amount made available to other employes and will be made in accordance
with the loan provisions set forth in the Plan and the Savings Plan Committee
Regulations for Loan Program under Article VII of the Detroit Edison Company
Employes' Savings Plan ("Loan Regulations"). Each loan made shall (1) bear a
reasonable rate of interest, (2) provide for specific terms of repayment and
(3) be adequately secured. No loan shall be made that would be considered a
distribution from this Plan under Section 72 of the Code.

Effective June 30, 1994, Participants, and, effective October 12, 1989,
those former Participants who terminate employment with the Company, but remain
parties in interest, as defined by ERISA Section 3(14), to whom loans can be
made available without violating the Code or Treasury Regulations ("Parties in
Interest"), shall be permitted to borrow from their Elective Employer
Contribution and Employe Contribution and, effective March 1, 1995, Direct
Rollover Contribution Accounts. After a request to borrow is received, units
and shares sufficient at current market value to satisfy the request shall be
transferred to a separate Loan Account and paid in cash to the borrowing
Participant or Party in Interest. Amounts repaid, including interest, shall be
transferred from the separate Loan Account and units and shares of the Funds
shall be purchased at the market value in effect at repayment. Loans will be
made available to all Participants and Parties in Interest on a reasonably
equivalent basis, will not be made available to highly compensated employes in
an amount which is greater than the amount made available to other employes and
will be made in accordance with the loan provisions set forth in the Plan and
the Savings Plan Committee Regulations for Loan Program under Article VII of
the

<PAGE> 43
Detroit Edison Company Employes' Savings Plan ("Loan Regulations"). Each loan
made shall (1) bear a reasonable rate of interest, (2) provide for specific
terms of repayment and (3) be adequately secured. No loan shall be made that
would be considered a distribution from this Plan under Section 72 of the Code.

The Committee is authorized to establish a loan program in accordance
with this Section 7.4, shall promulgate Loan Regulations and forms to implement
this Section 7.4 and shall administer the loan program in a non-discriminatory
manner. Effective October 12, 1989, the Loan Regulations shall become a part of
this Plan and shall be incorporated herein by reference. The Loan Regulations
and forms may be revised and amended from time to time by the Committee.

37
<PAGE> 44

ARTICLE VIII
ACCOUNTS

SECTION 8.1. ESTABLISHMENT OF ACCOUNTS. The Committee shall maintain
or cause to be maintained an Account for each Participant which shall reflect
the source of all contributions as a result of Employe, Elective Employer and
Matching Employer and, effective_March 1, 1995, Direct Rollover Contributions
made by or on behalf of the Participant. Each Participant will be furnished a
statement of account at least annually and upon any investment transfer,
distribution or withdrawal.

SECTION 8.2. MEASURE OF ACCOUNTS.

(a) Effective June 30, 1994, the interests of Participants in the Funds
shall be measured by participating units or shares, as applicable, in the
particular Fund, the number and value of which shall be determined as of each
Valuation Date as provided in the next paragraph. Each participating unit
shall have an equal beneficial interest in the Fund.

<PAGE> 45
units allocated to Participants' Accounts shall be redetermined in a similar
manner as of the Valuation Date in each Accounting Period, and participating
units shall be allocated to and from Participants' Accounts at such value for
all transactions with respect to such Accounting Period. Fractional units
shall be calculated to such number of decimal places as shall be determined by
the Committee from time to time.

Effective June 30, 1994, with respect to the Detroit Edison Common
Stock Fund, the value of a participating unit in the Fund as of June 30, 1994,
shall be assigned by the Committee. With respect to each Valuation Date
subsequent to the Valuation Date on which the reconciliation period began, the
Trustee shall determine the value of the Fund in the manner prescribed in
Section 8.3(b), and the value so determined shall be divided by the total
number of participating units allocated to the Accounts of Participants. The
resulting quotient shall be the value of a participating unit as of such
Valuation Date, and participating units shall be allocated, at such value, to
and from the Detroit Edison Common Stock Fund Accounts of Participants for all
transactions by them or on their behalf which are effective on such Valuation
Date. The value of all participating units allocated to Participants' Accounts
shall be redetermined in a similar manner as of each Valuation Date. Fractional
units shall be calculated to such number of decimal places as shall be
determined by the Committee from time to time.

<PAGE> 46
(c) If a Participant shall direct, pursuant to Section 7.3, that his or
her interest in a Fund or any part thereof shall be transferred to another Fund
or Funds, or if a Participant's interest in a Fund or any part thereof is
distributed, withdrawn or forfeited under Article X, the number of
participating units representing such interest or portion thereof as of the
applicable Valuation Date shall be canceled for purposes of any subsequent
determination of the number and value of participating units in such Fund.

(d) Effective June 30, 1994, if a Participant shall direct, pursuant to
Section 7.3, that his or her interest in the Detroit Edison Common Stock Fund
or any part thereof shall be transferred to another Fund or Funds, or if a
Participant's interest in the Detroit Edison Common Stock Fund or any part
thereof is distributed, withdrawn or forfeited under Article X, the number of
participating units representing such interest or portion thereof as of the
applicable Valuation Date shall be canceled for purposes of any subsequent
determination of the number and value of participating units in such Fund.

SECTION 8.3. VALUATION OF FUNDS. The value of a Fund as of any
Valuation Date shall be the market value of all assets (including any
uninvested cash, accrued dividends, interest and other income) held by the Fund
as determined by the Trustee, reduced by the amount of any accrued liabilities
of the Fund on such Valuation Date and by Employe, Elective Employer and
Matching Employer Contributions with respect to the Accounting Period which
includes such Valuation Date. The Trustee's determination of market value
shall be conclusive.

(b) Effective June 30, 1994, the value of the Detroit Edison Common
Stock Fund as of any Valuation Date shall be the market value of all assets

<PAGE> 47
(including any uninvested cash, accrued dividends, interest and other income)
held by the Fund as determined by the Trustee, reduced by the amount of any
accrued liabilities of the Fund on such Valuation Date. The Trustee's
determination of market value shall be conclusive.

SECTION 8.4. VALUATION OF ACCOUNTS. The value of a Participant's
Account as of any Valuation Date shall be the aggregate of the values of the
participating units of each Fund allocated to the Participant's Account as of
such Valuation Date, determined as provided in this Article VIII.

41
<PAGE> 48

ARTICLE IX
MATURING OF PLAN YEARS - VESTING

SECTION 9.1. MATURING OF PLAN YEARS. A Plan Year shall mature on
January 1 of the fourth calendar year following such Plan Year. A
Participant's interest in his or her Account attributable to Employe, Elective
Employer and Matching Employer Contributions made during a Plan Year which has
matured shall be deemed to have matured with respect to the Participant only if
the Participant remains continuously employed with the Company or a Subsidiary,
and effective December 31, 1994, an Affiliate, during the period beginning with
the Participant's first Employe or Elective Employer Contribution during the
matured Plan Year and ending on the December 31 immediately preceding the
January 1 on which such Plan Year matures. A Participant shall not be
considered to have interrupted his or her continuous service as a result of an
approved leave of absence, or as a result of a termination of employment if the
Participant returns to the employ of the Company or any Subsidiary, and
effective December 31, 1994, any Affiliate, in the Plan Year of separation and
is employed by the Company or a Subsidiary, and effective December 31, 1994, an
Affiliate, at the end of such Plan Year. A Participant who is terminated from
service for maternity or paternity reasons, shall not be considered to have
interrupted his or her continuous service in the Plan Year of such termination,
even though such Participant does not return to the employ of the Company or
any Subsidiary, and effective December 31, 1994, an Affiliate, at the end of
the Plan Year in which such termination occurred. For purposes of this Section
9.1, an absence from work for maternity or paternity reasons means an absence
(1) by reason of pregnancy of the individual, (2) by reason of the birth of a
child of the individual, (3) by reason of the placement of a child with the
individual in connection with the adoption of such child by such individual, or
(4) for purposes of caring for such child for a period beginning immediately
following such birth or placement. Notwithstanding the foregoing, a
Participant's Supplemental Elective Employer Contributions, Supplemental
Employe Contributions, effective March 1, 1995, Direct Rollover Contributions,
and the earnings thereon shall be matured immediately upon contribution to the
Plan and shall always be deemed to belong to a matured Plan Year.

<PAGE> 49
SECTION 9.2. VESTING.

(a) A Participant's Account attributable to Matching Employer
Contributions shall vest as follows:

(1) Each Participant with respect to whom a Plan Year matures
shall have a 100% vested interest in his or her Account attributable to
Matching Employer Contributions made on behalf of such Participant during such
Plan Year.

(2) Notwithstanding the foregoing, a Participant who is an
Employe of the Employer on or after January 1, 1989, shall have a 100% vested
interest in his or her account attributable to Matching Employer Contributions
for all Plan Years after an Employe has a full five year period of service with
the Employer or any member of the controlled group of corporations (within the
meaning of Section 414(b) of the Code) of which the Employer is a member. The
period of time used to measure an Employe's period of service commences with an
Employe's commencement date or reemployment commencement date and ends with an
Employe's severance from service date.

(i) An Employe's commencement date is the date on
which an Employe first performs an hour service for which he or she is entitled
to be paid by the Employer or any member of the controlled group of
corporations (within the meaning of Section 414(b) of the Code) of which the
Employer is a member.

(ii) An Employe's reemployment commencement date is
the date on which an Employe first performs an hour of service for which he or
she is entitled to be paid by the Employer or any member of the controlled
group of corporations (within the meaning of Section 414(b) of the Code) of
which the Employer is a member after a period of severance not required to be
taken into account under the elapsed time rules.

<PAGE> 50
leave of absence or layoff. The severance from service date of an
Employe who is absent from service beyond the first anniversary of the first
day of absence by reason of a maternity or paternity absence described in
Section 9.1 is the second anniversary of the first day of such absence.

All periods of service, whether or not successive, must be aggregated to
determine an Employe's period of service. If, however, an Employe's period of
severance is less than twelve months and the period of severance commences as a
result of the Employe's resignation, discharge or retirement, the Employe will
be given credit for that period of time between the Employe's severance from
service date and the date thereafter on which the Employe first performs an
hour of service for the Employer or any member of the controlled group of
corporations (within the meaning of Section 414(b) of the Code) of which the
Employer is a member for which he or she is entitled to be paid. If an Employe
resigns, is discharged or retires during an existing absence from employment
and then performs an hour of service for the Employer or any member of the
controlled group of corporations (within the meaning of Section 414(b) of the
Code) of which the Employer is a member for which he or she is entitled to be
paid prior to the Employe's first anniversary of the date on which the absence
commenced, the Employe will be given credit for that period of time between the
date on which the Employe resigned, was discharged or retired and the first
anniversary of the date on which his or her absence commenced. Periods of
severance which constitute breaks in service may be disregarded for purposes of
vesting under this Plan. The period between the first and second anniversaries
of the first day of absence from work by reason of a maternity or paternity
absence described in Section 9.1 is neither a period of service nor a period of
severance. A break in service is based on a one-year period of severance. If
an Employe incurs a one-year period of severance, all pre-break credited time
may be disregarded (1) until the Employe completes a one-year post-break period
of service or (2) forever if the Employe was not vested when the break in
service occurred and his or her consecutive one-year periods of severance
exceed the greater of five years or the aggregate number of years of service
before the consecutive one-year periods of severance. A Leased Employe who
becomes an Eligible Employe shall receive credit for all periods of service
with the Employer for the time period during which the Eligible Employe was a
Leased Employe or would have been a

<PAGE> 51
Leased Employe but for the failure to satisfy Section 414(n)(2)(B) of the Code.

(3) If a Participant is eligible for Retirement, Incurs a
Disability or dies, such Participant shall have a 100% vested interest in his
or her Account attributable to Matching Employer Contributions for all Plan
Years. Notwithstanding any provision of this Plan to the contrary, a
Participant's interest in his or her Account attributable to Matching Employer
Contributions for all Plan Years shall be nonforfeitable at age 65.

45
<PAGE> 52

ARTICLE X
DISTRIBUTIONS AND WITHDRAWALS

SECTION 10.1. DISTRIBUTION UPON RETIREMENT, DISABILITY OR DEATH. When
a Participant terminates employment on account of Retirement at age 55 or older
or Disability, the value of the Participant's Account shall be distributed to
the Participant in a lump sum payment unless an election for annual payments
has been made as provided for in Section 10.8(b), provided, however, a
Participant may elect to defer receipt of such lump sum payment or annual
payments to a specified date not later than his or her attainment of age
70-1/2. When a Participant dies, the value of the Account shall be distributed
to the Participant's beneficiary or, if none, to the Participant's estate in a
lump sum payment. The value of such Participant's account under this Section
10.1 shall be determined as of the Valuation Date coinciding with or next
preceding the date of distribution.

Effective June 30, 1994, when a Participant terminates employment on
account of Retirement at age 55 or older or Disability, the value of the
Participant's Account shall be distributed to the Participant in a lump sum
payment unless an election for annual or monthly payments has been made as
provided for in Section 10.8(b), provided, however, a Participant may elect to
defer receipt of such lump sum payment or annual or monthly payments to a
specified date not later than his or her attainment of age 70-1/2. In
addition, effective June 30, 1994, a Participant who terminates employment on
account of Retirement at age 55 or older or Disability and who has elected to
defer receipt of a lump sum payment may elect to take a partial distribution at
any time during the deferral period. When a Participant dies, the value of the
Account shall be distributed to the Participant's beneficiary or, if none, to
the Participant's estate in a lump sum payment. The value of such
Participant's account under this Section 10.1 shall be determined as of the
Valuation Date coinciding with the date of distribution.

<PAGE> 53
Account, determined as of the Valuation Date coinciding with or
next preceding the date of distribution, shall be distributed to the
Participant in a lump sum payment. If the Participant dies after termination
of employment but prior to distribution, the vested portion shall be paid to
the Participant's beneficiary, or, if none, to the Participant's estate. The
value of Non-Vested Amounts shall be forfeited and shall be applied thereafter
to reduce subsequent Matching Employer Contributions. Any Participant who
receives a distribution under this Section 10.2 shall be prohibited from
contributing to the Plan for the period of 6 months following such
distribution.

SECTION 10.3. WITHDRAWAL OF EMPLOYE AND MATCHING EMPLOYER CONTRIBUTIONS
DURING EMPLOYMENT.

<PAGE> 54

Effective June 30, 1994, once every six months a Participant may
withdraw from the Plan all or part of the value of his or her combined Employe
Contribution and Matching Employer Contribution Account with respect to any
matured Plan Year(s); provided, however any such withdrawal shall be at least
$500 and in $100 multiples in excess of that amount, unless such withdrawal is
100% of such Employe Contributions and Matching Employer Contributions.

(b) A Participant who has withdrawn all of the value of Employe and
Matching Employer Contributions from his or her Account with respect to Matured
Plan Years pursuant to paragraph (a) may, by written request to Pay Roll on the
form prescribed by the Committee, withdraw from the Plan 100%, and not less
than 100% of the value of his or her Employe Contributions with respect to all
Plan Years which have not matured. If a Participant makes such a withdrawal,
Employe, Elective Employer and Matching Employer Contributions with respect to
such Participant shall be suspended for a period of six (6) months, and the
Participant shall forfeit the value of any Non-Vested Amounts.

Effective June 30, 1994, a Participant who has withdrawn all of the
value of Employe and Matching Employer Contributions from his or her Account
with respect to Matured Plan Years pursuant to paragraph (a) may withdraw from
the Plan 100%, and not less than 100% of the value of his or her Employe
Contributions with respect to all Plan Years which have not matured. If a
Participant makes such a withdrawal, Employe, Elective Employer and Matching
Employer Contributions with respect to such Participant shall be suspended for
a period of six (6) months, and the Participant shall forfeit the value of any
Non-Vested Amounts.

(c) Any suspension resulting from a withdrawal under this Section 10.3
shall run concurrently with any other suspension resulting from a withdrawal
under this Section 10.3 or Section 10.4.

(d) Any withdrawal made by a Participant pursuant to paragraph (a) of
this Section 10.3 shall be made pro rata from the portion of each Fund in which
the value of the Participant's Employe Contribution for matured years and
Matching Employer Contribution for matured years is invested. For record
keeping and

<PAGE> 55
tax purposes, such withdrawals shall be deemed to have been made in the
following order:

(1) Pre-1987 contributions to the Participant's Employe
Contribution Account;

(2) Basic Employe Contributions to the Participant's
Employe Contribution account remaining in matured Plan Years;

(3) Supplemental Employe Contributions;

(4) The withdrawable portion of the Participant's Matching
Employer Contribution Account;

(5) Basic Employe Contributions to the Participant's
Employe Contribution Account for non-matured Plan Years.

SECTION 10.4. WITHDRAWAL OF ELECTIVE EMPLOYER CONTRIBUTIONS AFTER
ATTAINING AGE 59-1/2.

<PAGE> 56
(a) Effective June 30, 1994, once every six months a Participant may
withdraw from the Plan all or part of the value of his or her Account
representing Elective Employer Contributions for matured Plan Year(s) and,
effective March 1, 1995, Direct_Rollover Contributions after attaining the age
of 59-1/2; provided, however, that any such withdrawal shall be at least $500
and in $100 multiples, unless such withdrawal is 100% of the value of such
Elective Employer Contributions and, effective March 1, 1995, Direct Rollover
Contributions.

(b) A Participant who has attained age 59-1/2 and who has withdrawn all
of the value from his or her Account with respect to matured Plan Years
pursuant to paragraph (a) of this Section 10.4 may, by written request to Pay
Roll on the form prescribed by the Committee, withdraw from the Plan 100% and
not less than 100% of the value of his or her Elective Employer Contributions
with respect to all Plan Years which have not matured. If a Participant makes
such a withdrawal, Employe, Elective Employer and Matching Employer
Contributions with respect to such Participant shall be suspended for a period
of six (6) months, and the Participant shall forfeit the value of any
Non-Vested Amounts.

(c) Any suspension resulting from a withdrawal under this Section 10.4
shall run concurrently with any other suspension resulting from a withdrawal
under Section 10.3 or this Section 10.4.

(d) Any withdrawal made by a Participant pursuant to paragraph (a) of
this Section 10.4 shall be made pro rata from the portion of each Fund in which
the

<PAGE> 57
value of the Participant's Elective Employer Contributions for matured
years is invested. For record keeping and tax purposes, such withdrawals shall
be deemed to have been made in the following order:

(1) Pre-1987 contributions to the Participant's Employe
Contribution Account;

(2) Basic Employe Contributions to the Participant's
Employe Contribution Account remaining in matured Plan Years:

(3) Supplemental Employe Contributions;

(4) Effective March 1, 1995, Direct Rollover Contributions;

(5) The withdrawable portion of the Participant's Matching
Employer Contribution Account;

(6) Supplemental Elective Employer Contributions

(7) Basic Elective Employer Contributions to the Participant's
Elective Employer Contribution Account remaining in matured Plan Years;

(8) Basic Employe Contributions and Basic Elective Employer
contributions to the Participant's Employe Contribution Account and Elective
Employer Contribution Account for non-matured Plan Years.

(e) The amount of a withdrawal made by a Participant pursuant to
preceding paragraphs (a) and (b) of this Section 10.4 shall be determined as of
the Valuation Date immediately preceding, or effective June 30, 1994,
coinciding with, the date such distribution is made.

SECTION 10.5. WITHDRAWAL OF ELECTIVE EMPLOYER CONTRIBUTIONS DUE TO
HARDSHIP.

51
<PAGE> 58
(a) Subject to subsection (b), a Participant who has not yet attained
age 59-1/2 may in the event of hardship, by written request to Pay Roll on the
form prescribed by the Committee, withdraw from the Plan all or part of the
value of his or her Account representing Elective Employer Contributions for
matured Plan Year(s); provided, however, that the hardship constitutes an
immediate and heavy financial need of the Participant; and provided further,
that any such withdrawal shall not exceed the amount necessary to satisfy the
hardship. No withdrawal under this paragraph (a) will be allowed until such
time as the Committee has determined that a hardship pursuant to Section 401(k)
of the Code exists. The Participant may be required to provide such
information as the Committee may require to determine whether such hardship
exists, including, but not limited to, a showing that the needed funds are not
reasonably available from other resources of the Participant.

(a) Effective June 30, 1994, subject to subsection (b), a Participant
who has not yet attained age 59-1/2 may in the event of hardship withdraw from
the Plan all or part of the value of his or her Account representing Elective
Employer Contributions for matured Plan Year(s); provided, however, that the
hardship constitutes an immediate and heavy financial need of the Participant;
and provided further, that any such withdrawal shall not exceed the amount
necessary to satisfy the hardship. No withdrawal under this paragraph (a) will
be allowed until such time as the Committee has determined that a hardship
pursuant to Section 401(k) of the Code exists. The Participant may
be required to provide such information as the Committee may require to
determine whether such hardship exists, including, but not limited to, a
showing that the needed funds are not reasonably available from other resources
of the Participant.

<PAGE> 59
immediate and heavy financial need only if he or she needs money for :
(1) medical expenses for the Participant, his or her spouse or dependents; (2)
the purchase expenses (excluding mortgage payments) of a principal residence
for the Participant; (3) post-secondary education tuition payments for the
Participant, his or her spouse or dependents; or (4) payment of the debts which
must be satisfied to prevent eviction from or foreclosure on the mortgage of
the principal residence of the Participant. A Participant is deemed to have no
other resources reasonably available to his or her immediate and heavy
financial need if: (1) the Participant has obtained all distributions and
nontaxable loans available to him or her under all of the Employer's qualified
and non-qualified compensation or retirement plans; and (2) the hardship
withdrawal does not exceed the amount of the immediate and heavy financial
need.

(b) Effective June 30, 1994, a Participant who has not yet attained age
59 1/2 may, in the event of hardship withdraw from the Plan all or part of the
value of his or her Account representing Elective Employer Contributions (and
the income allocated thereto as of December 31, 1988) for matured Plan Year(s);
provided, however, that the hardship constitutes an immediate and heavy
financial need of the Participant and the Participant does not have any other
resources reasonably available to meet the need. A Participant is
deemed to have an immediate and heavy financial need only if he or she needs
money for : (1) medical expenses for the Participant, his or her spouse or
dependents; (2) the purchase expenses (excluding mortgage payments) of a
principal residence for the Participant; (3) post-secondary education tuition
payments for the Participant, his or her spouse or dependents; or (4) payment
of the debts which must be satisfied to prevent eviction from or foreclosure on
the mortgage of the principal residence of the Participant. A Participant is
deemed to have no other resources reasonably available to his or her immediate
and heavy financial need if: (1) the Participant has obtained all
distributions and nontaxable loans available to him or her under all of the
Employer's qualified and non-qualified compensation or retirement plans; and
(2) the hardship withdrawal does not exceed the amount of the immediate and
heavy financial need.

(c) Subject to subsection (d), a Participant who has not yet attained
age 59-1/2 and who has withdrawn all of the value from his or her Account

53
<PAGE> 60
representing Elective Employer Contributions for matured Plan Years may, by
written request to Pay Roll on the form prescribed by the Committee, withdraw
from the Plan all or a portion of the value of his or her Elective Employer
Contributions with respect to Plan Years which have not matured if such
withdrawal is necessary as a result of the existence of a hardship as
determined by the Committee.

(c) Effective June 30, 1994, subject to subsection (d), a Participant
who has not yet attained age 59-1/2 and who has withdrawn all of the value from
his or her Account representing Elective Employer Contributions for matured
Plan Years may withdraw from the Plan all or a portion of the value of his or
her Elective Employer Contributions with respect to Plan Years which have not
matured if such withdrawal is necessary as a result of the existence of a
hardship as determined by the Committee.

(d) Effective January 1, 1989, a Participant who has not yet attained
age 59-1/2 and who has withdrawn all of the value from his or her Account
representing Elective Employer Contributions (and the income allocated thereto
as of December 31, 1988) for matured Plan Years may, by written request to Pay
Roll on the form prescribed by the Committee, withdraw from the Plan all or a
portion of the value of his or her Elective Employer Contributions with respect
to Plan Years which have not matured if such withdrawal is necessary as a
result of the existence of a hardship as determined by the Committee pursuant
to Section 10.5(b).

(d) Effective June 30, 1994, a Participant who has not yet attained age
59-1/2 and who has withdrawn all of the value from his or her Account
representing Elective Employer Contributions (and the income allocated thereto
as of December 31, 1988) for matured Plan Years may withdraw from the Plan all
or a portion of the value of his or her Elective Employer Contributions with
respect to Plan Years which have not matured if such withdrawal is necessary as
a result of the existence of a hardship as determined by the Committee pursuant
to Section 10.5(b).

<PAGE> 61
(e) Any withdrawal made by a Participant pursuant to paragraph (c) or
(d) of this Section 10.5 shall be made pro rata from the portion of each Fund
in which the value of the Participant's Elective Employer Contributions for
matured years is invested.

Any withdrawal made by a Participant pursuant to paragraph (c) or (d) of
this Section 10.5 shall be made in the following order:

(i) the current Class Year;
(ii) the first prior completed Class Year;
(iii) the second prior completed Class Year;
(iv) the third prior completed Class Year.

Any such withdrawal shall be made pro rata from the portion of each Fund
in which the value of the Participant's Elective Employer Contributions for the
applicable Class Year(s) is invested.

<PAGE> 62
to the calendar year of the receipt of the hardship distribution shall
not exceed the amount by which the limit on Elective Employer Contributions for
the calendar year immediately subsequent to the calendar year of the hardship
distribution set forth in Section 4.2 exceeds the Participant's Elective
Employer Contributions and all other tax deferred contributions made to any
other qualified plans in which the Participant participates for the calendar
year during which he or she received the hardship distribution.

SECTION 10.5.5. DIRECT ROLLOVER OF ELIGIBLE ROLLOVER DISTRIBUTIONS.
Effective January 1, 1993, a Distributee may elect to have all or a portion, if
such portion equals at least $200, of any Eligible Rollover distribution
received on or after January 1, 1993 paid to an Eligible Retirement Plan in the
form of a Direct Rollover by giving written notice of such election to Pay
Roll, and effective June 30, 1994, to Benefit Plan Administration, which
specifies the Eligible Retirement Plan on a form provided for such purpose
within the time limits prescribed on such form. The Distributee may not divide
an Eligible Rollover Distribution into separate distributions to be paid to two
or more Eligible Retirement Plans as Direct Rollovers. A Distributee who
requests a distribution but fails to submit the requisite written notice of a
Direct Rollover Election to Pay Roll, and effective June 30, 1994, to Benefit
Plan Administration on the form prescribed for such purposes will be deemed to
have chosen not to make a Direct Rollover.

<PAGE> 63
Employe terminates employment following withdrawal, (c) death, or (d)
in the case of a Participant whose employment covered by the Plan is terminated
and who is not an Employe of the Company or a Subsidiary, and effective
December 31, 1994, an Affiliate, on the last day of each five consecutive Plan
Years ending after the effective date of the distribution, the end of such
fifth Plan Year. Notwithstanding the foregoing, a Participant who terminates
employment shall lose his or her right to restore amounts forfeited as a result
of a withdrawal under Section 10.3 or a distribution under Section 10.2 if
there is a period of five consecutive Plan Years, beginning with the Plan Year
in which the Participant separates from service, during which the Participant
is not employed on the last day of each such Plan Year. Effective August 23,
1988, this Section 10.6 shall apply in the case of a forfeiture pursuant to
Section 10.2 if the Employe makes such payment to the Trustee at the time the
Employe is an Eligible Employe, and such payment is made by the earlier of (a)
five years after the first day that the employe is subsequently reemployed by
the Company, or (b) the close of the first period of five consecutive one year
breaks in service commencing after the withdrawal. Effective August 23, 1988,
this Section 10.6 shall apply in the case of a forfeiture pursuant to Section
10.3 if the Employe makes such payment to the Trustee at the time the Employe
is an Eligible Employe, and such payment is made by the period which ends five
years after the date of the withdrawal. If, however, a reemployed Eligible
Employe's account balance was not withdrawn or distributed prior to his or her
reemployment by the Company, the amounts forfeited shall automatically be
restored. For purposes of this Section 10.6, any Plan Year in which a
Participant is absent from work on the last day of the Plan Year by reason of a
maternity or paternity absence, as defined under Section 9.1, shall be
disregarded.

<PAGE> 64

to the Employe's Account during the Plan Year of the withdrawal or
distribution and each of the three preceding Plan Years, such units and,
effective June 30, 1994, units and shares, shall be credited with respect to
the Plan Years, prior to the three Plan Years preceding the Plan Year of
withdrawal or distribution, for which units and, effective June 30, 1994, units
and shares, were credited to the Employe's Account immediately before the
withdrawal or distribution which resulted in the forfeiture. For purposes of
the preceding sentence, the value of the units and, effective June 30, 1994,
units and shares, credited with respect to each Plan Year shall equal the
value, at the time of the withdrawal or distribution, of the units and,
effective June 30, 1994, units and shares, credited to such Plan Year which
were withdrawn or distributed. Units and, effective June 30, 1994, units and
shares, credited from the restoration of forfeited amounts and from the portion
of the repaid amounts attributable to units credited to the Employe's Account
during the Plan Year of withdrawal or distribution and each of the three
preceding Plan years shall be credited with respect to the Plan Year in which
repayment is made and the preceding three Plan Years. The units and, effective
June 30, 1994, units and shares, credited with respect to the Plan Year in
which repayment is made shall equal the value, at the time of withdrawal or
distribution, of the units and, effective June 30, 1994, units and shares,
credited with respect to the Plan Year of withdrawal or distribution. The
units and, effective June 30, 1994, units and shares, credited with respect to
each of the three Plan Years preceding the Plan Year of repayment shall equal
the value, at the time of withdrawal or distribution, of the units and,
effective June 30, 1994, units and shares, credited with respect to each of the
three Plan Years, respectively, preceding the Plan Year of withdrawal or
distribution.

SECTION 10.7. SUSPENSION OF PARTICIPATION AND TRANSFER OF EMPLOYMENT.

58
<PAGE> 65
applicable provisions of this Article X. Such a Participant shall continue to
be deemed a Participant in the Plan for all purposes other than for Article IV
and Article V during such period of ineligibility.

(b) A transfer of employment from the Company or a Participating
Subsidiary to a nonparticipating Subsidiary shall not be considered a
termination of employment.

(b) Effective December 31, 1994, a transfer of employment from the
Company or a Participating Affiliate to a nonparticipating Affiliate shall not
be considered a termination of employment.

SECTION 10.8. FORM OF DISTRIBUTIONS.

Effective January 1, 1993, if a Distributee elects to have all or part
of an Eligible Rollover Distribution distributed to an Eligible Retirement Plan
in the form of a Direct Rollover, the check or whole shares of Detroit Edison
Common Stock will be issued in the name of the trustee (or if there is no
trustee, in the name of the plan custodian or issuer of the contract under the
plan) of the Eligible Retirement Plan, and if the Distributee's name is not
included in the name of the Eligible Retirement Plan, the check will further
indicate that it is for the benefit of the Distributee. The Distributee must
deliver the check or whole shares of Detroit Edison Common Stock to the
Eligible Retirement Plan.

<PAGE> 66
effective June 30, 1994, monthly, payments in United States dollars by
check by the Trustee in amounts as nearly equal as possible over a period not
exceeding the life expectancy of the Participant. Each payment shall be an
amount equal to the Participant's Account as of the applicable Valuation Date
divided by the number of payments remaining. No such election shall be
available to a Participant unless, based on the Valuation Date coinciding with
or next preceding his or her election to receive distribution in annual
payments, the Participant would be entitled to receive a first annual payment
of $1,000 or more. If a Participant dies prior to complete distribution of his
or her Account pursuant to this paragraph (b), the value of the Participant's
Account shall be distributed in a lump sum payment to the Participant's
beneficiary, or if none, to the Participant's estate. The amount so
distributed after a Participant's death shall be the remaining value of the
Participant's Account determined as of the Valuation Date coinciding with or
next following the date of the Participant's death.

(c) Any election by a Participant under paragraph (b) above with
respect to the form of distribution from the Plan shall be made by the
Participant prior to his or her Retirement at age 55 or older, or Disability,
or within 60 days thereafter and shall be irrevocable, except as provided in
paragraph (d) of this Section 10.8. If no election is made under paragraph (b)
above, distribution shall be made to the Participant in the form of a lump sum.

(e) A distribution made to a Participant under paragraph (b) above
shall be made in such manner that the present value of the payments to be made
to the Participant is more than 50% of the present value of the total payments
to

60
<PAGE> 67
be made to the Participant and any beneficiaries.

SECTION 10.9. TIME OF DISTRIBUTIONS.

(a) All distributions from the Plan shall commence as soon as
practicable, and in any event no later than 60 days after the close of the
Plan Year in which the Participant terminates employment with the Company and
any Subsidiary, and effective December 31, 1994, any Affiliate, in the case of
distributions under Sections 10.1 and 10.2 or after the Participant elects to
withdraw funds from the Plan in the case of distributions under Section 10.3,
10.4 and/or 10.5, and not later than April 1 following the end of the calendar
year in which a Participant attains the age of 70-1/2 in the case of
distributions under this Section 10.9, provided, however, that in the case of
a distribution under Section 10.1, a Participant may elect to defer the time of
such distribution.

<PAGE> 68

1988, not later than April 1 following the end of the calendar year in which
he attains age 70-1/2.

(d) Any distribution made to a Participant (excluding distributions to
an alternate payee pursuant to a qualified domestic relations order as defined
in ERISA Section 206(d)(3)(B) and distributions to the Participant to the
extent that they do not exceed the deduction allowable to the Participant under
Code Section 213 for amounts paid during the year for medical care) prior to
his or her attainment of age 59-1/2, for any reason other than his or her death
or disability as defined in Code Section 72(m)(7), or separation from service
after the attainment of age 55, shall be subject to the 10% penalty tax of Code
Section 72(t).

(e) If a Participant terminates for reasons other than Retirement,
Disability or death and the value of the vested portion of his or her Account
exceeds $3,500, the Participant must voluntarily consent to a distribution by
completing the Request for Distribution Form provided by Pay Roll, or effective
June 30, 1994, by Benefit Plan Administration. Effective June 30, 1994, if the
value of the vested portion of a Participant's Account exceeds $3,500, the
Participant must voluntarily consent to a_distribution. If such Participant
refuses to consent, a lump sum distribution shall be made to the Participant
upon his or her attainment of age 65.

SECTION 10.10. INABILITY TO LOCATE PAYEE. The then current value of
the Account of a Participant or beneficiary under the Plan shall be forfeited
if the Company, within 5 years from the date of termination of employment, is
unable to locate the Participant or beneficiary to whom payment is due. The
amount of any such forfeited benefit shall be applied to reduce the amount of
Matching Employer Contributions as provided in Section 5.3. However, any such
forfeited benefit shall be reinstated and become payable if a claim therefor is
made by such Participant or beneficiary.

<PAGE> 69
pursuant to any such qualified domestic relations order, all in
accordance with applicable Federal law and rules and regulations pursuant
thereto. The provisions of any timely qualified domestic relations order with
respect to payment of a benefit shall supersede any and all other provisions of
this Article X of the Plan with respect to distributions or payments to an
affected Participant and/or such Participant's other beneficiaries to the
extent provided in such qualified domestic relations order; provided, however,
that in no event shall a qualified domestic relations order be construed to
require (a) the Plan to provide any type or form of benefit or optional form of
benefit not otherwise provided under the Plan, (b) the Plan to provide
increased benefits, determined on the basis of actuarial value, or (c) the
payment of benefits to a payee which are required to be paid to another payee
under another domestic relations order previously determined to be a qualified
domestic relations order. Notwithstanding anything herein to the contrary,
however, distributions to an alternate payee may commence at the time
determined pursuant to the order without regard to whether benefits would
otherwise be payable at that time; provided, however, that benefits shall
commence upon the death of the Participant or, if later, upon the Participant's
attainment of age 65.

63
<PAGE> 70

ARTICLE XI
LIMITATIONS AND TOP HEAVY PROVISIONS

The maximum permissible amount of "Annual Additions" credited to any
Participant's Account for any one Plan Year may not exceed the lesser of (1)
$30,000 or, if greater, 1/4 of the dollar limitation in effect under Section
415(b)(1)(A)) adjusted automatically for increases in the cost of living
pursuant to Section 415(d) of the Code and the regulations thereunder, or (2)
25% of the Participant's compensation for the Plan Year. "Annual Additions"
means the sum of (1) any Elective Employer Contributions, (2) any Employe
Contributions, (3) any Matching Employer Contributions and (4) any excess
Elective Employer Contributions, even if corrected pursuant to Section 4.6 of
this Plan, and (5) forfeitures, if any. The amount of the Annual Additions
which may be credited to any Participant's Account as of any Valuation Date
shall not exceed this maximum permissible amount (based upon his or her
compensation up to such Valuation Date) reduced by the sum of any credits of
Annual Additions made to the Participant's Account as of any preceding
Valuation Date within the Plan Year. If contributions on behalf of a
Participant are to be reduced as a result of this Section 11.1, such reduction
shall be effected by proportionately reducing Employe Contributions and any
Employer Contributions to be contributed on behalf of such Participant.

For purposes of applying this Section 11.1, all other qualified "defined
contributions plans" as defined in the Code (without regard to whether a plan
has been terminated) ever maintained by the Company will be treated as part of
the Plan. "Company," as used in this Section 11.1, means any corporation which
is a member of a controlled group of corporations (as defined in section 414(b)
of the Code as modified by Section 415(h)) which includes The Detroit
Edison Company or any trades or businesses (whether or not incorporated) which
are under common

<PAGE> 71
control (as defined in Section 414(c) of the Code as modified by Section
415(h)) with The Detroit Edison Company.

<PAGE> 72
revert to the Company to the extent it may not then be allocated to any
Participant's Account.

(a) The fraction obtained by dividing the Participant's projected
annual benefit (determined as of the close of the Plan Year)
under the Employes' Retirement Plan of the Company and all other
defined benefit plans by the lesser of: (1) 1.25 multiplied by
$90,000 or the maximum dollar limit in effect for such year
under Section 415(b)(1)(A), or (2) 1.4 multiplied by 100% of the
average annual compensation for the three consecutive highest
paid years; and

(b) The fraction obtained by dividing the sum of Annual Additions to
such Participant's Account as of the close of the Plan Year and
for all prior Plan Years by the sum of the lesser of the
following amounts determined for such year and for each prior
year of service with the Employer: (1) 1.25 multiplied by
$30,000 or maximum dollar limit in effect for such year under
Section 415(b)(1)(A), or (2) 1.4 multiplied by 25% of
compensation for such year.

Solely for purposes of determining these fractions, the following
definitions and rules shall apply:

(1) The Employes' Retirement Plan of the Company and all other
qualified "defined benefit plans" as defined in the Code (without regard to
whether a plan has been terminated) ever maintained by the Company will be
treated as one defined benefit plan and all other qualified "defined
contribution plans" as defined in the Code (without regard to whether a plan
has been terminated)

<PAGE> 73

ever maintained by the Company will be treated as part of this Plan.

(2) "Annual benefit" means a benefit which is payable annually in the
form of a straight life annuity under a defined benefit plan.

(3) Where a qualified defined benefit plan provides a retirement
benefit in any form other than a straight life annuity, a defined benefit plan
annual benefit shall be adjusted to a straight life annuity beginning at the
same age which is the actuarial equivalent of such benefit in accordance with
rules determined by the Commissioner of Internal Revenue. However, the
following three values shall not be taken into account in determining the value
of a straight life annuity:

(A) the value of a qualified joint and survivor annuity
provided by a defined benefit plan to the extent that such value exceeds the
sum of the value of a straight life annuity beginning on the same date and the
value of any post-retirement death benefits which would be payable even if the
annuity was not in the form of a joint and survivor annuity,

(B) the value of benefits that are not directly related to
retirement benefits (such as pre-retirement disability and death benefits and
post-retirement medical benefits),

(C) the value of benefits provided by a defined benefit plan
which reflect post-retirement cost of living increases to the extent that such
increases are in accordance with Code section 415(d) and the regulations
thereunder.

<PAGE> 74

is the actuarial equivalent of the defined benefit dollar limitation under
Section 415(b)(1)(A) of the Code, multiplied by the "adjustment factor"
beginning at the social security retirement age. The adjustment provided for
in the preceding sentence shall be made in such manner as the Secretary of
the Treasury may prescribe which is consistent with the reduction for old-age
insurance benefits commencing before the social security retirement age under
the Social Security Retirement Act. If the retirement allowance of a
Participant commences after the Participant's social security retirement age,
the defined benefit dollar limitation under Section 415(b)(1)(A) of the Code
shall be adjusted so that it is the actuarial equivalent of the defined benefit
dollar limitation under Section 415(b)(1)(A) of the Code beginning at the
social security retirement age. To determine actuarial equivalence, the
interest rate assumption used is the lesser of any interest rate assumption
otherwise provided under the Plan or five percent (5%).

(5) If a Participant has completed less than 10 years of participation
in the Plan, the Participant's accrued benefit under the Plan shall not exceed
the limitation described in Section 415(b)(1)(A) of the Code, as adjusted by
multiplying such amount by a fraction, the numerator of which is the
Participant's number of years (or part thereof) of participation in the Plan
and the denominator of which is 10, and if a Participant has completed less
than 10 years of service with the Company, and any "affiliated employer" (which
shall mean a corporation which is a member of a controlled group of
corporations (as defined in Section 414(b) of the Code) which includes the
Company; a trade or business (whether or not incorporated) which is under
common control (as defined in Section 414(c) of the Code with the Company; an
organization (whether or not incorporated) which is a member of an affiliated
service group (as defined in Section 414(m) of the Code) which includes the
Company; and any other entity required to be aggregated with the Company
pursuant to regulations under Section 414(o) of the Code), the limitations
described in Sections 415(b)(1)(B) and 415(b)(4) and 415(e) of the Code shall
be adjusted by multiplying such amounts by a fraction, the numerator of which
is the Participant's number of years (or part thereof) of service with the
Company and the denominator of which is 10; provided, however, that in no event
shall the foregoing reduce the limitations provided under Sections 415(b)(1)
and 415(b)(4) of the Code to an amount

<PAGE> 75
less than one-tenth of the applicable limitation as determined without
regard to the foregoing; and provided further, however, that to the extent
provided by the Secretary of the Treasury, the foregoing shall be applied
separately with respect to each change in the benefit structure of the Plan.

SECTION 11.2. TOP-HEAVY PROVISIONS. This Section 11.2 is included in
the Plan to comply with Section 416 of the Code. Except as otherwise provided,
the following provisions shall apply in any Plan Year beginning after 1983 in
which the Plan is determined to be a Top-Heavy Plan.

<PAGE> 76
there is no such method, as if such benefit accrued not more rapidly
than the slowest accrual rate permitted under the fractional accrual rate of
Section 411(b)(1)(C) of the Code. However, notwithstanding the results of the
60% test, the Plan shall not be considered to be a Top-Heavy Plan for any Plan
Year in which the Plan is a part of a required or permissive aggregation group
(as defined under this Section 11.2) which is not top-heavy.

The term "required aggregation group" shall mean (1) each
qualified plan of the Employer in which at least one Key Employe participates,
and (2) any other qualified plan of the Employer which enables a plan described
in (1) to meet the requirements of Section 401(a)(4) or 410 of the Code. The
term "permissive aggregation group" shall mean the required aggregation group
of plans plus any other qualified plan or plans of the Employer which, when
considered as a group with the required aggregation group, would continue to
satisfy the requirements of Sections 401(a)(4) and 410 of the Code.

For purposes of making the 60% test for any Plan Year, the value
of a Participant's Account shall be increased by the distributions made with
respect to such Participant during the five (5) year period ending on the last
day of such Plan Year. The account balance of a former Participant who has not
performed services for the Employer over the five (5) year period ending on the
last day of such Plan year, shall be disregarded.

<PAGE> 77
(c) Notwithstanding the vesting requirements under Article IX, for any
Plan Year in which the Plan is a Top-Heavy Plan, a Participant who has
completed at least three years of service shall have a nonforfeitable right to
100% of the value of his or her Account attributable to Matching Employer
Contributions. For purposes of this Section 11.2, "year of service" means a
Plan Year during which the Participant has completed 1000 hours of service.
"Hours of service" means:

(i) Each hour for which an Employe is paid, or
entitled to payment, for the performance of
duties for the Employer. These hours shall be
credited to the Employe for the computation
period in which the duties are performed; and

(ii) Each hour for which an Employe is paid, or
entitled to payment, by the Employer on account
of a period of time during which no duties are
performed (irrespective of whether the
employment relationship has terminated) due to
vacation, holiday, illness, incapacity
(including disability), layoff, jury duty,
military duty or leave of absence. No more than
501 Hours of Service shall be credited under
this paragraph (c)(ii) for any single continuous
period (whether or not such period occurs in a
single computation period). Hours under this
paragraph shall be calculated and credited
pursuant to Section 2530.200b-2 of the
Department of Labor Regulations which are
incorporated herein by this reference; and

(iii) Each hour for which back pay, irrespective of
mitigation of damages, is either awarded or
agreed to by the employer. The same Hours of
Service shall not be credited both under
paragraph (c)(i) or paragraph (c)(ii), as the
case may be, and under this paragraph (c)(iii).
These hours shall be credited to the Employe for
the computation period or periods to which the
award or agreement pertains rather than the
computation period in which the award, agreement
or payment is made.

(iv) Hours of Service shall be determined on the
basis of actual hours for which an Employe is
paid or entitled to payment.

(d) Effective for any Plan Year beginning before January 1, 1989 in
which the Plan is a Top-Heavy Plan, the compensation limitation described in
Section 416(d) of the Code shall apply.

<PAGE> 78
(e) If the Plan becomes a Top-Heavy Plan and subsequently ceases
to be such, the vesting schedule in paragraph (c) of this Section 11.2 shall
continue to apply in determining the vested percentage of any Participant who
had at least five years of service as of December 31 in the last Plan Year of
top-heaviness; for other Participants said schedule shall apply only to their
Matching Employer Contribution Account balance as of such December 31.

(f) For any Plan Year in which the Plan is a Top-Heavy Plan, Section
11.1 shall be read by substituting the number "1.00" for the number "1.25"
wherever it may appear therein.

(g) This Section 11.2 shall be deemed ineffective without the
necessity of further amendment of the Plan in the event that the Secretary of
the Treasury promulgates regulations exempting the Plan from the provisions of
Section 416 of the Code.

72
<PAGE> 79

ARTICLE XII
BENEFICIARY IN EVENT OF DEATH

Each Participant shall have the right to designate a beneficiary or
beneficiaries to receive any distribution to be made under Article X upon the
death of the Participant. A Participant may from time to time, without the
consent of the beneficiary, change or cancel any such designation. Such
designation and each change thereof shall be made on the form prescribed by the
Committee and shall be filed with Pay Roll, or effective June 30, 1994, with
Benefit Plan Administration. Notwithstanding the foregoing, in any case where
the Participant is married on or after August 23, 1984 and has designated a
beneficiary or beneficiaries other than his or her spouse, the designation form
must be signed by the Participant's spouse, indicating the spouse's consent to
the designation and acknowledgement of its effect, and the spouse's signature
must be witnessed by an unrelated representative of the Plan or a notary
public. If no beneficiary has been named by a deceased Participant, or the
designated beneficiary has predeceased the Participant, the value of the
Participant's Account shall be paid to the Participant's surviving spouse, or
if the spouse does not survive, then to the Participant's estate, as
beneficiary. Any distribution made to a beneficiary shall be made to the
beneficiary as soon as practicable after the Participant's death, and shall be
in the form of a lump sum payment.

73
<PAGE> 80

ARTICLE XIII
ADMINISTRATION

SECTION 13.1. NAMED FIDUCIARIES AND APPOINTMENT OF THE COMMITTEE.
The Company, Board of Directors, Trustee, Investment Manager, the Committee and
each member of the Committee shall be named fiduciaries of the Plan with
authority to control and manage the operation and administration of the Plan.
The administration of the Plan, including the payment of all benefits to
Participants or their beneficiaries, shall be the responsibility of the
Committee, which is the administrator of the Plan. The Committee shall consist
of a chairman and at least two other persons appointed from time to time by the
Chairman of the Board of Directors. Members of the Committee shall be employes
of the Company and serve at the pleasure of the Chairman of the Board of
Directors, without compensation, unless otherwise determined by the Chairman of
the Board of Directors.

SECTION 13.2. CONDUCT OF THE BUSINESS OF THE COMMITTEE. The
Committee shall appoint a secretary who need not be a member of the Committee
and shall appoint such subcommittees as it shall deem necessary and
appropriate. The Committee shall conduct its business according to the
provisions of this Article XIII and shall hold periodic meetings in any
convenient location. A majority of all of the members of the Committee shall
have power to act, and the vote of a member may be made in person or by
telephone, wire, cablegram or letter.

SECTION 13.3. RECORDS AND REPORTS OF THE COMMITTEE. The Committee
shall keep such written records as it shall deem necessary or proper, which
records shall be open to inspection by the Board of Directors. The Committee
shall prepare and submit to the Board of Directors an annual report which shall
include such information as the Committee deems necessary or advisable.

SECTION 13.4. DUTIES OF THE COMMITTEE AND THE BOARD OF DIRECTORS.
The Committee shall adopt such rules and regulations as, in its opinion, are
necessary or advisable to transact its business. A fiduciary may serve in
more than one fiduciary capacity with respect to the Plan. In performing their
duties, fiduciaries shall act in the interest of the Participants and their

<PAGE> 81

beneficiaries for the exclusive purpose of providing maximum benefits to the
Participants and their beneficiaries.

Fiduciaries shall perform their duties:

(a) With a care, skill, prudence and diligence under the
circumstances then prevailing that a prudent man acting in like capacity and
familiar with such matters would use in the conduct of an enterprise of a like
character and with like aims;

(c) In accordance with the documents and instruments governing the
Plan insofar as such documents and instruments are consistent with the
provisions of Title I of the Employee Retirement Income Security Act of 1974,
as amended ("ERISA").

SECTION 13.5. RESPONSIBILITIES OF THE BOARD OF DIRECTORS, THE
CHAIRMAN OF THE BOARD OF DIRECTORS, COMMITTEE, AND THE TRUSTEE. The Board of
Directors, the Chairman of the Board of Directors, the Committee and the
Trustee possess certain specified powers, duties, responsibilities and
obligations under the Plan and Trust Agreement. It is intended under this Plan
and Agreement that each shall be responsible solely for the proper
exercise of its own functions and that each shall not be responsible for any
act or failure to act of another, unless otherwise responsible as a breach of
its fiduciary duty or for breach of duty by another fiduciary under the rules
of co-fiduciary responsibility. Generally,

<PAGE> 82
the Chairman of the Board of Directors shall be responsible for
appointing and removing the members of the Committee, for amending and
terminating the Plan, for approving, and amending the Trust Agreement, for
appointing and removing the Trustee, and for appointing and removing the
Investment Manager. The Board of Directors shall be responsible for
terminating the Plan. The Committee shall have full discretionary authority to
interpret the Plan and to answer all questions which arise concerning the
application, administration, and interpretation of the Plan, and the Trustee
and Investment Manager are responsible for the management and control of the
Plan assets as provided in the Trust Agreement.

SECTION 13.6. ALLOCATION OR DELEGATION OF DUTIES AND
RESPONSIBILITIES. In furtherance of their duties and responsibilities under
the Plan, the Board of Directors, the Chairman of the Board of Directors and
the Committee may, subject to the requirements of Section 13.4,

(a) Employ agents to carry out non-fiduciary responsibilities;

(b) Employ agents to carry out fiduciary responsibilities other than
trustee responsibilities as defined in section 405(c)(3) of ERISA;

(d) Provide for the allocation of fiduciary responsibilities,
other than trustee responsibilities as defined in Section 405(c)(3) of ERISA,
among members of the Board of Directors, in the case of the Board of Directors,
and among its members, in the case of the Committee.

(a) Such action, if by the Board of Directors or the Committee, shall
be approved by a majority of the Board of Directors or the Committee, as the

<PAGE> 83
case may be, in a resolution approved by a majority of the Board of Directors
or the Committee and if by the Chairman of the Board of Directors in a
certificate;

(b) If action is taken by the Board or the Committee, then, votes
cast by each member of the Board of Directors or the Committee shall be
recorded and made a part of the written record of the Board of Directors' or
the Committee's proceedings;

SECTION 13.8. EXPENSES. Expenses of administering the Plan,
including the fees and expenses of the Trustee, shall be borne by the Company.
Brokerage fees, transfer taxes and other expenses incident to the purchase or
sale of securities by the Trustee shall be deemed to be part of the cost of
such securities, or deducted in computing the proceeds therefrom, as the case
may be. Transfer taxes in connection with distribution of Detroit Edison
Common Stock to Employes or their beneficiaries shall be borne by the Company.
Taxes, if any, on any assets held or income received by the Trustee shall be
charged appropriately against the Accounts of Participants as the Committee
shall determine.

77
<PAGE> 84

ARTICLE XIV
CLAIMS PROCEDURE

SECTION 14.1. FILING OF CLAIMS. Claims for benefits under the Plan
shall be filed in writing with the Secretary of the Committee.

SECTION 14.3. REVIEW OF APPEALS. The Committee shall review each
claim for benefits which has been denied in whole or in part and for which such
review has been requested, and shall notify, in writing, the affected
Participant or Beneficiary of its decision and of the reasons therefor. All
decisions of the Committee shall be final and binding upon all of the parties
involved.

78
<PAGE> 85

ARTICLE XV
MERGER OR CONSOLIDATION

In the case of a merger or consolidation of the Plan with another plan
or a transfer of assets or liabilities to another plan, each Participant in the
Plan shall (if the Plan then terminated) be entitled to receive a benefit
immediately after the merger, consolidation, or transfer which is equal to or
greater than the benefit he or she would have been entitled to receive
immediately before the merger, consolidation, or transfer (if the Plan then
terminated). A merger or consolidation of the Plan with another plan or a
transfer of assets or liabilities to another plan, shall not be deemed to be a
termination, or discontinuance of contributions having the effect of such
termination, of the Plan.

79
<PAGE> 86

ARTICLE XVI
NON-ALIENATION OF BENEFITS

80
<PAGE> 87

ARTICLE XVII
AMENDMENTS

The Company reserves the right, by written action of the Chairman of
the Board of Directors, but subject to applicable law, at any time and from
time to time, to modify or amend in whole or in part any or all of the
provisions of the Plan, provided that no modification or amendment shall
deprive any Participant or beneficiary of a previously acquired right; and
provided further that no such modification or amendment shall make it possible
for any part of the assets of the Plan to be used for, or diverted to, purposes
other than the exclusive benefit of Participants and their beneficiaries under
the Plan, and for the payment of expenses of the Plan.

81
<PAGE> 88

ARTICLE XVIII
TERMINATION

SECTION 18.2. DISTRIBUTION UPON TERMINATION. Upon termination or
partial termination of the Plan or upon the complete discontinuance of
contributions under the Plan, the Accounts of affected Participants shall be
fully vested and nonforfeitable and the assets of the Fund shall be
administered and distributed to the Participants and their beneficiaries at
such time and in such nondiscriminatory manner as is determined by the
Committee. Distributions of Elective Employer Contributions under this Section
18.2 shall be made to Participants or their beneficiaries pursuant to Sections
10.1, 10.2, 10.4 or 10.5.

82
<PAGE> 89

ARTICLE XIX
PLAN CONFERS NO RIGHT TO EMPLOYMENT

83
<PAGE> 90

ARTICLE XX
CONSTRUCTION

SECTION 20.1. GOVERNING LAW. The Plan shall be governed by and
construed and administered under the laws of the State of Michigan.

SECTION 20.2. HEADINGS. The headings are for reference only. In the
event of a conflict between a heading and the content of an Article or Section,
the content shall control.

<PAGE> 1
EXHIBIT 4.9
FIRST AMENDMENT TO
THE DETROIT EDISON SAVINGS & INVESTMENT PLAN
FOR EMPLOYES REPRESENTED BY
LOCAL 17 OF THE INTERNATIONAL BROTHERHOOD OF
ELECTRICAL WORKERS
AS AMENDED AS OF MARCH 1, 1995

The Detroit Edison Savings & Investment Plan for Employes Represented
by Local 17 of the Utility Workers Union of America, as amended as of March 1,
1995, is hereby amended, effective as of January 1, 1996, as follows:

Section 2.14 is hereby amended to read as follows:

SECTION 2.14. "DETROIT EDISON COMMON STOCK" or
"COMMON STOCK" shall mean, effective January 1, 1996, shares of common
stock of DTE Energy Company, and prior to such date, shares of common
stock of The Detroit Edison Company.

II.

Section 2.15 is hereby amended to read as follows:

SECTION 2.15. "DETROIT EDISON COMMON STOCK FUND" or "COMMON
STOCK FUND" shall mean the Fund established pursuant to Section
6.1(c).

III.

The first sentence of Section 2.49 is hereby amended to read as
follows:

IV.

Section 4.5(b) is hereby amended by deleting the word "Company" each
place it appears therein and inserting in lieu thereof the word "Employer".

Section 5.2 is hereby amended to read as follows:

VI.

The first sentence of Section 6.1(c) is hereby amended to read as

follows:

- 2 -
<PAGE> 3

VII.

Section 6.1 is hereby amended by adding a new final paragraph thereto
to read as follows:

VIII.

Section 6.3 is hereby amended to read as follows:

SECTION 6.3. COMMON STOCK FUND.

(a) Contributions received by the Trustee for the Common Stock
Fund are invested entirely in Common Stock and short-term investments in a
liquidity reserve.

(c) All purchases of authorized but unissued Common Stock or
treasury stock by the Trustee and all Matching Employer Contributions in such
Common Stock shall be made pursuant to a pre-existing purchase agreement and/or
contribution agreement between the Trustee and the Company and/or DTE Energy
Company. All such purchases and contributions shall be made at a price equal
to the closing price per share on the New York Stock Exchange Composite Tape on
the date of such purchase or contribution or, if there were no such trades on
such date, on the last previous day on which such Common Stock was traded,
unless and until the Company and/or DTE Energy Company as appropriate, and the
Trustee shall agree on a different method for determining fair market value.

- 3 -
<PAGE> 4

IX.

The first sentence of the second paragraph of Section 10.2 is hereby
amended to read as follows:

Except as provided herein, the Plan shall remain in full force and
effect.

Dated _____________________

THE DETROIT EDISON COMPANY

By: _________________________
Chairman of its Board of
Directors

- 4 -

<PAGE> 1
EXHIBIT 4-10

FIRST AMENDMENT TO TRUST AGREEMENT BETWEEN
FIDELITY MANAGEMENT TRUST COMPANY AND
THE DETROIT EDISON COMPANY

THIS FIRST AMENDMENT, dated as of the first day of February, 1995, by
and between Fidelity Management Trust Company (the "Trustee") and The Detroit
Edison Company (the "Sponsor");

WITNESSETH:

WHEREAS, the Trustee and the Sponsor heretofore entered into a trust
agreement dated June 30, 1994, with regard to The Detroit Edison Savings &
Investment Plan, The Detroit Edison Savings & Investment Plan for Employees
Represented by Local 17 of the International Brotherhood of Electrical Workers,
and The Detroit Edison Savings & Investment Plan for Employees Represented by
Local 223 of the Utility Workers Union of America (collectively and
individually, the "Plan"); and

WHEREAS, the Trustee and the Sponsor now desire to amend said master
trust agreement as provided for in Section 14 thereof;

NOW THEREFORE, in consideration of the above premises the Trustee and
the Sponsor hereby amend the trust agreement by:

(1) Amending Schedule "A" by inserting a new item under "Other", to
read as follows:

Participants may initiate the in-service withdrawal process via
telephone as directed and approved by the Sponsor. The Trustee
will forward to the participant the 402(f) notice along with
the withdrawal application and rollover election form.

(2) Amending and restating the Annual Participant Fee on Schedule
"B" to read as follows:

Annual Participant Fee $7.00 per Participant*, billed
and payable quarterly by the
Sponsor. The reduction in the
annual participant fee will be
subject to revision if the
number of in-service withdrawals
differs significantly from 600
per year.

(3) Amending Schedule "B" to reflect the Withdrawal Fee, as follows:

Withdrawal By Phone Fee $20.00 per withdrawal, billed
and payable quarterly by the
Sponsor (no charge for
hardships, full distributions,
and terminations).

IN WITNESS WHEREOF, the Trustee and the Sponsor have caused this First
Amendment to be executed by their duly authorized officers effective as of the
day and year first above written.

THE DETROIT EDISON COMPANY FIDELITY MANAGEMENT TRUST
COMPANY COMPANY

By /s/ 1/31/95 By /s/ 2/10/95
-------------------------- ---------------------------
John E. Lobbia Date Vice President Date

<PAGE> 1
EXHIBIT 4-11

SECOND AMENDMENT TO TRUST AGREEMENT BETWEEN
FIDELITY MANAGEMENT TRUST COMPANY AND
THE DETROIT EDISON COMPANY

THIS SECOND AMENDMENT, dated as of the first day of February, 1995, by
and between Fidelity Management Trust Company (the "Trustee") and The Detroit
Edison Company (the "Sponsor");

WITNESSETH:

WHEREAS, the Trustee and the Sponsor heretofore entered into a trust
agreement dated June 30, 1994, with regard to The Detroit Edison Savings &
Investment Plan, The Detroit Edison Savings & Investment Plan for Employees
Represented by Local 17 of the International Brotherhood of Electric Workers,
and The Detroit Edison Savings & Investment Plan for Employees Represented by
Local 223 of the Utility Workers Union of America (collectively and
individually, the "Plan"); and

WHEREAS, the Trustee and the Sponsor now desire to amend said trust
agreement as provided for in Section 14 thereof;

NOW THEREFORE, in consideration of the above premises the Trustee and
the Sponsor hereby amend the trust agreement by:

(1) Amending and adding the following source to the "money
classifications" portion of Schedule "A", as follows:

- Rollover

IN WITNESS WHEREOF, the Trustee and the Sponsor have caused this Second
Amendment to be executed by their duly authorized officers effective as of the
day and year first above written.

THE DETROIT EDISON FIDELITY MANAGEMENT TRUST
COMPANY COMPANY

By /s/ 1/31/95 By /s/ 2/10/95
-------------------------- -----------------------
John E. Lobbia Date Vice President Date

<PAGE> 1
EXHIBIT 4.12

THIRD AMENDMENT TO
THE DETROIT EDISON COMPANY MASTER PLAN TRUST
DATED AS OF JUNE 30, 1994

The Detroit Edison Company Master Plan Trust, dated as of June 30, 1994, and
amended effective as of February 1, 1995, is hereby amended, effective as of
January 1, 1996, unless another date is specifically provided herein, as
follows:

Section 1(e) is hereby amended to read as follows:

(e) "Sponsor Stock" or "Detroit Edison Common Stock" or
"Detroit Edison stock" shall mean, effective January 1, 1996 shares of
common stock of DTE Energy Company, or, if the Trustee is directed in
writing by the Sponsor, such other publicly traded stock of the
Sponsor or any affiliate of the Sponsor as meets the requirements of
section 407(d)(5) of ERISA with respect to the Plan, and prior to such
date, shares of common stock of The Detroit Edison Company.

II.

The third sentence of Section 2 is hereby amended by deleting
therefrom the words "by the Sponsor".

III.

Section 5(e) is hereby amended by replacing the first two sentences of
Section 5(e)(iii)(B) to read as follows:

If directed by the Sponsor prior to 10:00 a.m. on the trading date,
the Trustee may purchase or sell Sponsor Stock from or to the Sponsor,
or from or to DTE Energy Company, as applicable, if the purchase or
sale is for adequate consideration (within the meaning of section
3(18) of ERISA) and no commission is charged. If Employer
contributions or contributions made by the Employer on behalf of the
participants under the Plan are to be invested in Sponsor Stock, then
the Employer may transfer Sponsor Stock in lieu of cash to the Trust.
<PAGE> 2

IV.

Except as provided herein, the Trust shall remain in full force and
effect.

Dated:____________________

THE DETROIT EDISON COMPANY

By:_____________________________
Chairman of its Board of Directors

FIDELITY MANAGEMENT TRUST COMPANY

By:_____________________________

<PAGE> 1
EXHIBIT 4-13

============================================================

THE DETROIT EDISON COMPANY

AND

BANKERS TRUST COMPANY

Trustee

_______________

FIRST AMENDMENT TO THIRD SUPPLEMENTAL INDENTURE

Dated as of December 12, 1995

_____________________

Amending the Collateral Trust Indenture
Dated as of June 30, 1993
and the Third Supplemental Indenture
Dated as of August 15, 1994

============================================================
<PAGE> 2

FIRST AMENDMENT, dated as of the 12th day of December, 1995 to
the THIRD SUPPLEMENTAL INDENTURE, dated as of the 15th day of August, 1994,
between THE DETROIT EDISON COMPANY, a corporation organized and existing under
the laws of the State of Michigan (the "Company"), and BANKERS TRUST COMPANY, a
New York banking corporation, having its principal office in The City of New
York, New York, as trustee (the "Trustee");

WHEREAS, the Company has heretofore executed and delivered to
the Trustee a Collateral Trust Indenture dated as of June 30, 1993 (the
"Original Indenture" and, together with the First Supplemental Indenture dated
as of June 30, 1993, the Second Supplemental Indenture dated as of September
15, 1993, the Third Supplemental Indenture dated as of August 15, 1994 (the
"Third Supplemental Indenture" and, as amended hereby, the "Amended Third
Supplemental Indenture) and the Fourth Supplemental Indenture dated as of
August 15, 1995 the "Indenture") providing for the issuance by the Company from
time to time of its secured notes to be issued in one or more series (in the
Original Indenture and herein called the "Securities"); and

WHEREAS, the Company, in the exercise of the power and
authority conferred upon and reserved to it under the provisions of the
Original Indenture and pursuant to appropriate resolutions of the Board of
Directors, has duly determined to make, execute and deliver to the Trustee this
First Amendment to the Third Supplemental Indenture to the Original Indenture
in order to amend the form and terms of the series of Securities designated as
the "Remarketed Secured Notes 1994 Series C Due 2034" with the consent of the
Holders of not less than a majority in principal amount of the Outstanding
Securities of such series as permitted by Section 1002 of the Original
Indenture; and

WHEREAS, the Holders of not less than a majority in principal
amount of the Notes (as defined herein) outstanding as of 12:00 noon, New York
City time, on December 12, 1995, the record date for such purpose, have
consented to the amendments set forth herein; and

WHEREAS, all things necessary to make this First Amendment to
the Third Supplemental Indenture a valid, binding and legal agreement of the
Company, have been done;

NOW, THEREFORE, THIS FIRST AMENDMENT TO THE THIRD SUPPLEMENTAL
INDENTURE WITNESSETH that, in order to amend the terms of the series of
Securities designated as the "Remarketed Secured Notes 1994 Series C Due 2034",
and for and in consideration of the premises and of the covenants contained in
the Original Indenture and in this Amended Third Supplemental Indenture and for
other good and valuable consideration the receipt and sufficiency of which are
hereby acknowledged, it is mutually covenanted and agreed as follows:

1
<PAGE> 3

ARTICLE ONE

DEFINITIONS AND OTHER
PROVISIONS OF GENERAL APPLICATION

Section 101. Definitions. Each capitalized term that is used
herein and is defined in the Original Indenture or the Third Supplemental
Indenture shall have the meaning specified in the Original Indenture or the
Third Supplemental Indenture, as the case may be, unless such term is otherwise
defined herein.

"Beneficial Owner" shall mean, for Notes in book-entry form,
the person who acquires an interest in the Notes which is reflected on the
records of DTC through its participants.

"Business Day" shall mean each Monday, Tuesday, Wednesday,
Thursday and Friday which is not a day on which banking institutions located in
the State of Michigan or in the state in which the principal corporate trust
office of the Trustee is located, are authorized or obligated by or pursuant to
law or executive order to close.

"Commercial Paper Term Mode" means, with respect to any Note,
the Interest Rate Mode in which the interest rate on such Note is reset on a
periodic basis which shall not be less than one calendar day nor more than 364
consecutive calendar days and interest is paid as provided for such Interest
Rate Mode in Section 203 hereof.

"Daily Interest Rate Mode" means, with respect to any Note,
the Interest Rate Mode in which the interest rate on such Note is reset on a
daily basis and interest is paid as provided for such Interest Rate Mode in
Section 203 hereof.

"Fixed Interest Rate Mode" means, with respect to any Note,
the Interest Rate Mode in which the interest rate on such Note is determined
and in effect until the Stated Maturity of such Note and interest is paid as
provided for such Interest Rate Mode in Section 203 hereof.

"Floating Interest Rate Mode or Modes" means any of the
following: the Daily Interest Rate Mode or the Weekly Interest Rate Mode.

"Interest Rate Adjustment Date" means for a particular
Interest Rate Period in any Interest Rate Mode, each date, which shall be a
Business Day, on which interest on the Notes subject thereto commences to
accrue at the rate determined and announced by the applicable Remarketing Agent
for such Interest Rate Period and for Notes bearing interest at the Initial
Interest Rate (as hereinafter defined), the Business Day following the
expiration of the Initial Interest Rate Period (as hereinafter defined).

2
<PAGE> 4

"Interest Rate Mode" means the mode in which the Interest Rate
on a Note is being determined, i.e., a Commercial Paper Term Mode, a Daily
Interest Rate Mode, a Weekly Interest Rate Mode, the Long Term Rate Mode or the
Fixed Interest Rate Mode.

"Interest Rate Period" means, with respect to any Note, the
period of time commencing on the Interest Rate Adjustment Date to, but not
including the immediately succeeding Interest Rate Adjustment Date during which
such Note bears interest at a particular interest rate.

"Liquidity Provider" means, any bank or other credit provider
whose obligations such as those under the Standby Note Purchase Agreement with
respect to any Notes are exempt from registration under the Securities Act of
1933, as amended, with long term senior debt ratings from Standard & Poor's
Corporation and Moody's Investors Service, Inc. at least equal to those of the
Company as of the date of the Standby Note Purchase Agreement, and a minimum
combined capital and surplus of at least $50,000,000, that has entered into a
Standby Note Purchase Agreement with the Company for the purpose of purchasing
unremarketed Notes on any Interest Rate Adjustment Date; provided, that for
purposes of any notices to be given hereunder, "Liquidity Provider" means the
Administrative Agent (as defined in such Standby Note Purchase Agreement).

"Long Term Rate Mode" means, with respect to any Note, the
Interest Rate Mode in which the interest rate on such Note is reset in a Long
Term Rate Period and interest is paid as provided for such Interest Rate Mode
in Section 203 hereof.

"Long Term Rate Period" means, with respect to any Note, any
period of more than 364 days and less than the Stated Maturity of such Note.

"Maximum Rate" means that rate of interest equal to fifteen
percent (15%) per annum or such higher rate as may be established from time to
time by the Board of Directors of the Company.

"Notes" or "Note" have the meaning specified in Section 201.

"Optional Redemption" means the redemption of any Note prior
to its maturity at the option of the Company as described herein.

"Remarketing Agent" means such agent or agents, including any
standby remarketing agent (each a "Standby Remarketing Agent"), as the Company
may appoint from time to time for the purpose of remarketing of the Notes, as
set forth in the remarketing agreement which the Company shall enter into prior
to the remarketing of such Notes.

3
<PAGE> 5

"Standby Note Purchase Agreement" means the agreement which
the Company may, at its option, enter into from time to time with a Liquidity
Provider for the purpose of purchasing unremarketed Notes.

"Weekly Interest Rate Mode" means, with respect to any Note,
the Interest Rate Mode in which the interest rate on such Note is reset on a
periodic basis approximating one week and interest is paid as provided for such
Interest Rate Mode in Section 203 hereof.

The foregoing Section 101 supersedes Section 101 of the Third
Supplemental Indenture in its entirety.

Section 102. Section References. Each reference to a
particular section set forth in this First Amendment to the Third Supplemental
Indenture shall, unless the context otherwise requires, refer to this First
Amendment to the Third Supplemental Indenture.

ARTICLE TWO

TITLE AND TERMS OF THE NOTES

Section 201. Title of the Notes; Amendments. This First
Amendment to the Third Supplemental Indenture hereby amends the series of
Securities designated as the "Remarketed Secured Notes 1994 Series C Due 2034"
of the Company (each referred to herein as a "Note" and collectively as the
"Notes"). For purposes of the Original Indenture, the Notes shall constitute a
single series of Securities.

Section 202. Variations in Terms of Notes. Subject to the
terms and conditions set forth in the Original Indenture and in the Amended
Third Supplemental Indenture, the terms of any particular Note may vary from
the terms of any other Note as contemplated by Section 301 of the Original
Indenture, and such terms for a particular Note will be set forth in such Note
as delivered to the Trustee or an Authenticating Agent for authentication
pursuant to Section 303 of the Original Indenture.

Section 203. Interest, Interest Rates and Interest Rate
Modes. Each Note will initially bear interest at the rate per annum set forth
in such Note (the "Initial Interest Rate") through the date set forth in such
Note (the "Initial Interest Rate Period"). Thereafter, each Note at the option
of the Company will bear interest in the Commercial Paper Term Mode, the Daily
Interest Rate Mode, the Weekly Interest Rate Mode, the Long Term Rate Mode or
may be permanently converted to the Fixed Interest Rate Mode. Each Note may
bear interest in the same or a different Interest Rate Mode from other Notes.
The interest rate for the Notes will be established periodically as described
herein by the applicable Remarketing Agent.

4
<PAGE> 6

Interest will be payable on any Note at Maturity and (i)
bearing interest at the Initial Interest Rate, on the date or dates set forth
on the face thereof; (ii) for any Interest Rate Period in the Commercial Paper
Term Mode, on the Interest Rate Adjustment Date commencing the next succeeding
Interest Rate Period for such Note and on such other dates (if any) as will be
established upon conversion of such Note to the Commercial Paper Term Mode or
upon remarketing of the Note in a new Interest Rate Period in the Commercial
Paper Term Mode and set forth in the applicable Note; (iii) in the Daily or
Weekly Interest Rate Mode, on the first Business Day of each month (unless such
day is less than 11 days after conversion to such Interest Rate Mode, in which
case interest will be payable on the first Business Day of the next succeeding
month); and (iv) in the Long Term Rate Mode or Fixed Interest Rate Mode, at
least semiannually on such dates as will be established upon conversion of such
Note to the Long Term Rate Mode (or upon remarketing of the Note in a new
Interest Rate Period in the Long Term Rate Mode, as the case may be) or Fixed
Interest Rate Mode and set forth in the applicable Note, and on the Interest
Rate Adjustment Date commencing the next succeeding Interest Rate Period, in
the case of Notes in the Long Term Rate Mode. Such interest will be payable to
the holder thereof as of the related Record Date, which, for any Note (x) in
the Daily or Weekly Interest Rate Mode, is the last calendar day of the month
preceding an Interest Payment Date; (y) in the Commercial Paper Term Mode, or
bearing interest at the Initial Interest Rate (unless otherwise specified in
the Note), is the Business Day prior to the related Interest Payment Date; and
(z) in the Long Term Rate Mode or Fixed Interest Rate Mode, is 15 days prior to
the related Interest Payment Date. If any Interest Payment Date would
otherwise be a day that is not a Business Day, such Interest Payment Date will
be postponed to the next succeeding Business Day, and no interest will accrue
on such payment for the period from and after such Interest Payment Date to the
date of such payment on the next succeeding Business Day. Interest on Notes
bearing interest in a Floating Interest Rate Mode or the Commercial Paper Term
Mode will be computed on the basis of actual days elapsed over 360. Interest
on Notes in the Long Term Rate Mode or Fixed Interest Rate Mode will be
computed on the basis of a year of 360 days consisting of twelve 30-day months.
Interest on Notes at the Initial Interest Rate will be computed on the basis of
(a) actual days elapsed over 360 if the Initial Interest Rate Period is less
than one year or (b) a year of 360 days consisting of twelve 30-day months if
the Initial Interest Rate Period is one year or more.

Determination of Interest Rates. The interest rate for any
Note will be established by the applicable Remarketing Agent in a remarketing
as described in Section 206 hereof or otherwise not later than the Interest
Rate Adjustment Date for such Note as the minimum rate of interest necessary in
the judgment of such Remarketing Agent to produce a par bid in the secondary
market for such Note on the date the interest rate is established. Such rate
will be effective for the next succeeding Interest Rate Period for such Note
commencing on such Interest Rate Adjustment Date.

In the event that (i) the applicable Remarketing Agent has
been removed or has resigned and no successor has been appointed, or (ii) such
Remarketing Agent has failed to

5
<PAGE> 7

announce the appropriate interest rate on the Interest Rate Adjustment Date for
any Note for whatever reason, or (iii) the appropriate interest rate or
Interest Rate Period cannot be determined for any Note for whatever reason, all
such Notes for which such Remarketing Agent is responsible for remarketing
shall be automatically converted to the Weekly Interest Rate Mode and the rate
of interest thereon shall be equal to the rate per annum announced by NBD Bank,
N.A., or such other nationally recognized bank located in the United States as
the Company may select, as its prime lending rate, (such rate of interest being
referred to herein as the "Special Interest Rate").

The interest rate on the Notes shall not exceed the Maximum
Rate.

The Trustee shall, upon request of any Beneficial Owner of a
Note, advise such Beneficial Owner or the applicable Remarketing Agent of the
interest rate applicable to such Beneficial Owner's Notes for the next Interest
Rate Period. Neither the Trustee nor the Company will otherwise be required to
advise Beneficial Owners of the applicable interest rate.

Interest Rate Modes.

Commercial Paper Term Period. The Interest Rate Period for
any Note in the Commercial Paper Term Mode will be a Commercial Paper Term
Period, which will be a period of not less than one nor more than 364
consecutive calendar days, as determined by the Company or, if not so
determined, by the Remarketing Agent for such Note (in its best judgment in
order to obtain the lowest interest cost for such Note). Each Commercial Paper
Term Period will commence on the Interest Rate Adjustment Date therefor and end
on the day preceding the date specified by such Remarketing Agent as the first
day of the next Interest Rate Period for such Note. The interest rate for any
Commercial Paper Term Period relating to a Remarketed Note will be determined
not later than 11:00 a.m., New York City time, on the Interest Rate Adjustment
Date for such Notes (subject to Section 206) which is the first day of each
Interest Rate Period for such Notes; provided, however, that if such day is not
a Business Day, the Interest Rate Adjustment Date for any Note in such
Commercial Paper Term Mode shall be the next succeeding day which is a Business
Day.

Daily Interest Rate Period. The Interest Rate Period for any
Note in the Daily Interest Rate Mode will commence at the beginning of each
Business Day and end at the end of the calendar day preceding the next Business
Day. The interest rate for such Notes will be determined each Business Day not
later than 9:30 a.m., New York City time on such day (subject to Section 206).
The Daily Interest Rate Mode shall occur only so long as the Notes are
maintained in a book-entry system.

Weekly Interest Rate Period. The Interest Rate Period for any
Note in the Weekly Interest Rate Mode will generally be a seven day period
commencing on any Business Day, as

6
<PAGE> 8

determined by the applicable Remarketing Agent, and ending on the day preceding
the first day of the next Interest Rate Period for such Note. The interest
rate for any Notes in the Weekly Interest Rate Mode will be determined not
later than 11:00 a.m., New York City time, on the Interest Rate Adjustment Date
for such Notes (subject to Section 206), which is the first day of each
Interest Rate Period for such Notes.

Long Term Rate Period. The Interest Rate Period for any Note
in the Long Term Rate Mode will be established by the Company as a period of
more than 364 days and less than the Stated Maturity of such Note; provided,
however, that such Interest Rate Period must end on the day prior to an
Interest Payment Date for such Note; and provided further that, if so provided
in a Note in the Long Term Rate Mode and specified at the time of remarketing
into a Long Term Rate Period, the Company may shorten the Interest Rate Period
and provide for payment of a premium in respect thereof for any such Note upon
written notice to the Remarketing Agent and the Trustee not less than thirty
(30) days prior to the date upon which such shortened Interest Rate Period
shall expire. Promptly upon receipt of such notice and, in any case, not later
than the close of business on such date, the Trustee will transmit such
information to DTC in accordance with DTC's procedures as in effect from time
to time. In such case, the next Interest Rate Adjustment Date otherwise set
forth in such Note shall instead be the date upon which such Interest Rate
Period shall expire. The interest rate for any Notes in the Long Term Rate
Mode will be determined not later than 11:00 a.m., New York City time, on the
Interest Rate Adjustment Date for such Notes (subject to Section 206). The
Interest Rate Adjustment Date for the Long Term Rate Mode is the first day of
the Interest Rate Period; provided, however, that if such day is not a Business
Day, the Interest Rate Adjustment Date for any Note in such Long Term Rate Mode
shall be the next succeeding day which is a Business Day.

If any Note is subject to early remarketing as provided above, the
Interest Rate Period may be shortened by the Company on any date on and after
the Initial Early Remarketing Date, if any, specified in the Note, upon prior
written notice as provided above. On and after the Initial Early Remarketing
Date, if any, on the Interest Rate Adjustment Date relating to such shortened
Interest Rate Period for this Note, the Company will pay a premium to the
tendering Beneficial Owner of the Note, together with accrued interest, if any,
thereon at the applicable rate payable to such Interest Rate Adjustment Date.
Unless otherwise specified in the Note, the premium shall be an amount equal to
the Initial Early Remarketing Premium specified therein (as adjusted by the
Annual Early Remarketing Premium Percentage Reduction, if applicable),
multiplied by the principal amount of the Note subject to early remarketing.
The Initial Early Remarketing Premium, if any, shall decline at each
anniversary of the Initial Early Remarketing Date by an amount equal to the
applicable Annual Early Remarketing Premium Percentage Reduction, if any,
specified in the Note until the premium is equal to 0.

Fixed Interest Rate Period. The Interest Rate Period for any
Note in the Fixed Interest Rate Mode will commence on the date of conversion to
such Interest Rate Mode and

7
<PAGE> 9

continue to the final maturity or date of redemption of such Note. The
interest rate for Notes in the Fixed Interest Rate Mode will be determined not
later than 11:00 a.m., New York City time, on the Interest Rate Adjustment Date
for such Notes (subject to Section 206), which is the date of conversion to the
Fixed Interest Rate Mode for such Notes and will be set forth on the face of
such Notes.

The foregoing Section 203 supersedes Section 204 of the Third
Supplemental Indenture in its entirety.

Section 204. Conversion. As long as the Notes are not in the
Fixed Rate Mode, the Company may change the Interest Rate Mode at its option in
the manner described below.

(a) Conversion From a Floating Interest Rate Mode. Any
Note in a Floating Interest Rate Mode may be converted at the option of the
Company to any Interest Rate Mode on any Interest Rate Adjustment Date for such
Note upon receipt by the Trustee and the applicable Remarketing Agent of
notice, confirmed in writing, from the Company (a "Conversion Notice") not less
than ten days prior to such Interest Rate Adjustment Date. The Conversion
Notice will contain the new Interest Rate Mode and the date of such conversion
(a "Conversion Date"), and will state that such Note will be subject to
mandatory tender by the Beneficial Owner thereof, as described in Section 205
hereof. Such Beneficial Owner will be deemed to have tendered such Note as of
the Conversion Date and will not be entitled to further accrual of interest on
such Note after such date. Promptly upon receipt of such notice and, in any
case, not later than the close of business on such date, the Trustee will
transmit such information to DTC in accordance with DTC's procedures as in
effect from time to time.

(b) Conversion from the Commercial Paper Term Mode or the
Long Term Rate Mode. Any Note in the Commercial Paper Term Mode or the Long
Term Rate Mode may be converted at the option of the Company to a Floating
Interest Rate Mode or the Fixed Interest Rate Mode on any Interest Rate
Adjustment Date upon receipt by the Trustee and the applicable Remarketing
Agent of notice, confirmed in writing, from the Company not less than five
Business Days prior to such Interest Rate Adjustment Date. The Conversion
Notice will contain the new Interest Rate Mode and the Conversion Date, and
will state that such Note will be subject to mandatory tender by the Beneficial
Owner thereof, as described in Section 205 hereof. Such Beneficial Owner will
be deemed to have tendered such Note as of the Conversion Date and will not be
entitled to further accrual of interest on such Note after such date. Promptly
upon receipt of such notice and, in any case, not later than the close of
business on such date, the Trustee will transmit such information to DTC in
accordance with DTC's procedures as in effect from time to time. No Conversion
Notice will be required hereunder for conversions within or between the
Commercial Paper Term Mode and the Long Term Rate Mode.

8
<PAGE> 10

Any Note converted to the Fixed Interest Rate Mode will not be
subject to any further conversions between Interest Rate Modes.

(c) Revocation or Change of Conversion Notice. The
Company may, upon written notice received by the Trustee, the applicable
Remarketing Agent and DTC, revoke any Conversion Notice or change the Interest
Rate Mode to which such Conversion Notice relates up to 9:30 a.m., New York
City time, on the Conversion Date.

The foregoing Section 204 supersedes Section 205 of the Third
Supplemental Indenture in its entirety.

Section 205. Tender of Notes.

(a) Demand Tender Option for Notes in a Floating Interest
Rate Mode. Any Note in the Daily or Weekly Interest Rate Mode is subject to
tender and purchase upon demand by the Beneficial Owner thereof on any Business
Day selected by such Beneficial Owner as hereinafter provided, at the purchase
price of par plus accrued interest, upon notice to the applicable Remarketing
Agent and to such Beneficial Owner's DTC participant on a Business Day not
later than (i) one (1) Business Day prior to the specified purchase date, in
the case of any Note in the Daily Interest Rate Mode, or (ii) seven days prior
to the specified purchase date, in the case of any Note in the Weekly Interest
Rate Mode; provided, however, that in either such case if the date selected for
purchase is not a Business Day, the purchase date shall be the next succeeding
Business Day. Such notice shall (A) state the principal amount (or portion
thereof) of such Note to be purchased, (B) state the purchase date on which
such Note will be purchased, and (C) irrevocably request such purchase. Upon
giving such notice, the Beneficial Owner of such Note will be deemed to have
irrevocably tendered such Note for remarketing as described below. Notes may
only be tendered in amounts of $100,000 and integral multiples thereof and no
Notes will be purchased in part if such partial purchase would result in the
principal amount of any Notes of a Beneficial Owner outstanding being in any
denomination of less than $100,000 or an integral multiple thereof.

(b) Mandatory Tender of Notes at the Initial Interest
Rate or in the Long Term Rate Mode or Commercial Paper Term Mode. Any Note
bearing interest at the Initial Interest Rate or in the Long Term Rate Mode or
in the Commercial Paper Term Mode will be automatically tendered for purchase,
or deemed tendered for purchase, on each Interest Rate Adjustment Date relating
thereto. Notes will be purchased on the Interest Rate Adjustment Date relating
thereto as described in Section 206 hereof.

Section 206. Remarketing. The interest rate on each Note
will be established from time to time by each Remarketing Agent responsible for
the remarketing thereof in accordance with the following procedures:

9
<PAGE> 11

(a) Interest Rate Adjustment Date; Determination of
Interest Rate. By 11:00 a.m., New York City time (or 9:30 a.m., New York City
time, in the case of any Note in the Daily Interest Rate Mode), on the Interest
Rate Adjustment Date for any Note, the applicable Remarketing Agent will
determine the interest rate for such Note being remarketed to the nearest
one-thousandth (0.001) of one percent per annum for the next Interest Rate
Period; provided, that between 11:00 a.m., New York City time (or 9:30 a.m.,
New York City time, in the case of any Note in the Daily Interest Rate Mode),
and 11:50 a.m., New York City time, the Remarketing Agent and the Standby
Agent, if any, shall use their best efforts to determine the interest rate for
any Notes not successfully remarketed as of the applicable deadline specified
in this paragraph. In determining the applicable interest rate for such Note
and other terms, such Remarketing Agent will, after taking into account market
conditions as reflected in the prevailing yields on fixed and variable rate
taxable debt securities, (i) consider the principal amount of all Notes
tendered or to be tendered on such date and the principal amount of such Notes
prospective purchasers are or may be willing to purchase and (ii) contact, by
telephone or otherwise, prospective purchasers and ascertain the interest rates
therefor at which they would be willing to hold or purchase such Notes.

(b) Notification of Results; Settlement. By 12:30 p.m.,
New York City time, on the Interest Rate Adjustment Date for any Notes, the
applicable Remarketing Agent will notify the Company and the Trustee in writing
(which may include facsimile or other electronic transmission), of (i) the
interest rate applicable to such Notes for the next Interest Rate Period, (ii)
the Interest Rate Adjustment Date, (iii) the Interest Payment Dates, for any
Notes in the Commercial Paper Term Mode (if other than the Interest Rate
Adjustment Date), the Long Term Rate Mode or the Fixed Interest Rate Mode, (iv)
the optional redemption terms, if any, and early remarketing terms, if any, in
the case of a remarketing into a Long Term Rate Period, (v) the aggregate
principal amount of tendered Notes and (vi) the aggregate principal amount of
such tendered Notes which such Remarketing Agent was able to remarket, at a
price equal to 100% of the principal amount thereof plus accrued interest, if
any. Immediately after receiving such notice, and in any case, not later than
1:30 p.m. New York City time, the Trustee will transmit such information and
any other settlement information required by DTC to DTC in accordance with
DTC's procedures as in effect from time to time.

By telephone at approximately 1:00 p.m., New York City time,
on such Interest Rate Adjustment Date, the applicable Remarketing Agent will
advise each purchaser of such Notes (or the DTC participant of each such
purchaser who it is expected in turn will advise such purchaser) of the
principal amount of such Notes that such purchaser is to purchase.

Each purchaser of Notes in a remarketing will be required to
give instructions to its DTC participant to pay the purchase price therefor in
same day funds to the applicable Remarketing Agent against delivery of the
principal amount of such Notes by book entry through DTC by 3:00 p.m., New York
City time, on the Interest Rate Adjustment Date. Any Notes bearing interest in
a Floating Interest Rate Mode for the Interest Rate Period immediately

10
<PAGE> 12

preceding a remarketing will be settled at a price of 100% of the principal
amount thereof plus accrued interest from the most recent Interest Payment Date
therefor to the date of settlement.

All tendered Notes will be automatically delivered to the
account of the Trustee (or such other account meeting the requirements of DTC's
procedures as in effect from time to time), by book entry through DTC against
payment of the purchase price or redemption price therefor, on the Interest
Rate Adjustment Date relating thereto.

The applicable Remarketing Agent will make, or cause the
Trustee to make, payment to the DTC participant of each tendering Beneficial
Owner of Notes subject to a remarketing, by book entry through DTC by the close
of business on the Interest Rate Adjustment Date against delivery through DTC
of such Beneficial Owner's tendered Notes, of the purchase price for tendered
Notes that have been sold in the remarketing. If any such Notes were purchased
pursuant to a Special Mandatory Purchase, subject to receipt of funds from the
Company or the Liquidity Provider, as the case may be, the Trustee will make
such payment of the purchase price of such Notes plus accrued interest, if any,
to such date.

The transactions described above for a remarketing of any
Notes will be executed on the Interest Rate Adjustment Date for such Notes
through DTC in accordance with the procedures of DTC, and the accounts of the
respective DTC participants will be debited and credited and such Notes
delivered by book entry as necessary to effect the purchases and sales thereof,
in each case as determined in the related remarketing.

Except as otherwise set forth in Section 207 hereof, any Notes
tendered in a remarketing will be purchased solely out of the proceeds received
from purchasers of such Notes in such remarketing, and neither the Trustee, the
applicable Remarketing Agent nor any Standby Remarketing Agent or the Company
will be obligated to provide funds to make payment upon any Beneficial Owner's
tender in a remarketing.

Although tendered Notes will be subject to purchase by a
Remarketing Agent in a remarketing, such Remarketing Agent and any Standby
Remarketing Agent will not be obligated to purchase any such Notes.

The settlement and remarketing procedures described above,
including provisions for payment by purchasers of tendered Notes or for payment
to selling Beneficial Owners of tendered Notes, may be modified to the extent
required by DTC. In addition, each Remarketing Agent may, in accordance with
the terms of the Original Indenture, modify the settlement and remarketing
procedures set forth above in order to facilitate the settlement and
remarketing process.

11
<PAGE> 13

As long as DTC's nominee holds the certificates representing
the Notes in the book entry system of DTC, no certificates for such Notes will
be delivered by any selling Beneficial Owner to reflect any transfer of Notes
effected in any remarketing.

The Trustee shall confirm to DTC the interest rate for the
following Interest Rate Period in accordance with DTC's procedures as in effect
from time to time.

The interest rate announced by the applicable Remarketing
Agent, absent manifest error, shall be binding and conclusive upon the
Beneficial Owners, the Company and the Trustee.

(c) Failed Remarketing. By 12:00 o'clock noon, New York
City time, on any Interest Rate Adjustment Date, the applicable Remarketing
Agent will notify the Liquidity Provider, if any, the Trustee and the Company
by telephone or facsimile, confirmed in writing, of the principal amount of
Notes that such Remarketing Agent and the applicable Standby Remarketing Agent
were unable to remarket on such date. In the event that the Company has
entered into a Standby Note Purchase Agreement which is in effect on such date,
such notice will constitute a demand for the benefit of the Company to the
Liquidity Provider to purchase such unremarketed Notes at a price equal to the
outstanding principal amount thereof pursuant to the terms of such Standby Note
Purchase Agreement. If a Standby Note Purchase Agreement is not in effect on
such date, or if the Liquidity Provider fails to advance funds under the
Standby Note Purchase Agreement, the Company hereby agrees to purchase such
unremarketed Notes. In each case the Company will pay all accrued and unpaid
interest, if any, on unremarketed Notes to such Interest Rate Adjustment Date.
Payment of the principal amount of unremarketed Notes by the Company or the
Liquidity Provider, as the case may be, and payment of accrued and unpaid
interest, if any, by the Company, shall be made by deposit of same-day funds
with the Trustee (or such other account meeting the requirements of DTC's
procedures as in effect from time to time) irrevocably in trust for the benefit
of the Beneficial Owners of Notes subject to Special Mandatory Purchase by 3:00
p.m., New York City time, on such Interest Rate Adjustment Date.

Section 207. Purchase and Redemption of Notes

(a) Special Mandatory Purchase. Subject to certain
exceptions, if by 12:00 o'clock noon, New York City time, on any Interest Rate
Adjustment Date for any Notes, the applicable Remarketing Agent and the
applicable Standby Remarketing Agent have not remarketed all such Notes, the
Notes that are unremarketed are subject to Special Mandatory Purchase. Either
the Company or, subject to the terms and conditions of a Standby Note Purchase
Agreement, if any, which may be in effect on such date, the Liquidity Provider,
will deposit same-day funds in the account of the Trustee (or such other
account meeting the requirements of DTC's procedures as in effect from time to
time) irrevocably in trust for the benefit of the Beneficial Owners of Notes
subject to Special Mandatory Purchase by 3:00 p.m.,

12
<PAGE> 14

New York City time, on such Interest Rate Adjustment Date. Such funds shall be
in an amount sufficient to pay the aggregate purchase price of such
unremarketed Notes, equal to 100% of the principal amount thereof. In the
event a Standby Note Purchase Agreement is in effect but the Liquidity Provider
shall fail to advance funds for whatever reason thereunder, the Company hereby
agrees to purchase such unremarketed Notes on such Interest Rate Adjustment
Date. The Company hereby agrees to pay the accrued interest, if any, on such
Notes by depositing sufficient same-day funds therefor in the account of the
Trustee (or such other account meeting the requirements of DTC's procedures as
in effect from time to time) by 3:00 p.m., New York City time, on such Interest
Rate Adjustment Date.

Notes purchased by the Liquidity Provider ("Purchased Notes")
shall bear interest at the rates and be payable on the dates as may be agreed
upon by the Company and the Liquidity Provider, but in no event shall such rate
be more than the Maximum Rate. Upon purchase of any Note by the Liquidity
Provider, all interest accruing thereon from the last date for which interest
was paid shall accrue for the benefit of and be payable to the Liquidity
Provider. Unless an event of default under the Standby Note Purchase Agreement
occurs, the applicable Remarketing Agent shall continue its remarketing efforts
with respect to Purchased Notes until the earlier to occur of a successful
remarketing of such Purchased Notes or the expiration of the Standby Note
Purchase Agreement. In the event the Liquidity Provider holds Purchased Notes
on the date the Standby Note Purchase Agreement expires, the Company will be
required to purchase such Notes on such date at a purchase price equal to the
principal amount thereof plus accrued interest thereon to the purchase date.
Such Notes will remain outstanding and enjoy the benefits of the Original
Indenture, the Third Supplemental Indenture (as amended hereby) and this First
Amendment to the Third Supplemental Indenture until such time as the Company
delivers certificates for the Notes to the Trustee for cancellation.

(b) Optional Redemption While Notes are in a Floating
Interest Rate Mode or Commercial Paper Term Mode. Any Notes in a Floating
Interest Rate Mode or in the Commercial Paper Term Mode are subject to
redemption at the option of the Company in whole or in part on any Interest
Rate Adjustment Date relating thereto in accordance with the terms and
provisions of the Original Indenture, upon 30 days notice to the holders
thereof at a redemption price equal to the aggregate principal amount of such
Notes to be redeemed plus accrued interest thereon to the redemption date.

(c) Redemption While Notes are in the Long Term Rate
Mode. Any Notes in the Long Term Rate Mode are subject to redemption at the
option of the Company at the times and upon the terms specified at the time of
conversion to or within such Long Term Rate Mode and set forth in the Note
relating thereto.

(d) Redemption While Notes are in the Fixed Interest Rate
Mode. Any Notes in the Fixed Interest Rate Mode will be subject to redemption
at the option of the Company or

13
<PAGE> 15

pursuant to a sinking fund at the times and upon the terms specified at the
time of conversion to such Fixed Interest Rate Mode and set forth in the Note
relating thereto.

Section 208. Form and Other Terms of the Notes.

(a) Attached hereto as Exhibit A is a form of Note, which
form is hereby established as the form in which Notes may be issued bearing
interest at the Initial Interest Rate or in a Floating Interest Rate Mode, the
Commercial Paper Term Mode, the Long Term Rate Mode or the Fixed Interest Rate
Mode. Annex A to Exhibit A is deemed to be a part of such Note and such Annex
may be changed upon the mutual agreement of the Company and the Trustee to
reflect changes occasioned by remarketings.

(b) Attached hereto as Exhibit B is a form of Liquidity
Provider Note, which form is hereby established as a form in which Notes held
by the Liquidity Provider may be issued. The form of Liquidity Provider Note
may be amended to reflect changes occasioned by remarketings upon the mutual
agreement of the Company and the Trustee, but only with the consent of the
Administrative Agent (as defined in such Exhibit B).

(c) Subject to (a) and (b) above, any Note may be issued
in such other form as may be provided by, or not inconsistent with, the terms
of the Original Indenture, the Third Supplemental Indenture and this First
Amendment to the Third Supplemental Indenture.

ARTICLE THREE

ADDITIONAL EVENT OF DEFAULT

With respect to the Notes, the following will be an additional
Event of Default to follow subsection (8) under Section 601 of the Indenture:

(9) default in the performance of the Company's
obligation to purchase Notes held by the Liquidity Provider
under the terms of the Standby Note Purchase Agreement, if
any, and continuance of such default for a period of 60 days
after there has been given, by registered or certified mail,
to the Company by the Trustee or to the Company and the
Trustee by the Holders of at least 25% in principal amount of
the Outstanding Securities of that series a written notice
specifying such default and requiring it to be remedied and
stating that such notice is a "Notice of Default" hereunder.

ARTICLE FOUR

14
<PAGE> 16

AUTHENTICATION AND DELIVERY OF THE NOTES

Section 401. Security. As provided in and pursuant to Article Four of
the Original Indenture, the Notes will be secured as to payments of principal,
interest and premium, if any, by a series of general and refunding mortgage
bonds (the "General and Refunding Mortgage Bonds, 1994 Series C" or the
"Bonds") of the Company to be issued from time to time under and secured by a
Mortgage and Deed of Trust, dated as of October 1, 1924, between the Company
and the Trustee, as amended and supplemented by various supplemental
indentures, including the supplemental indenture, dated as of August 15, 1994,
creating the General and Refunding Mortgage Bonds, 1994 Series C (collectively,
the "Mortgage"), pledged by the Company for the benefit of the holders of the
Notes to the Trustee under this Indenture.

Section 402. Authentication and Delivery. As provided in and pursuant
to Section 303 of the Original Indenture, each time that the Company delivers
Notes to the Trustee or Authenticating Agent for authentication, the Company
shall deliver a Supplemental Company Order in the form of Exhibit C to this
Amended Third Supplemental Indenture for the authentication and delivery of
such Notes and the Trustee or such Authenticating Agent shall authenticate and
deliver such Notes. Authentication and delivery of any Notes shall be subject
to the Company delivering a Certificate instructing the Trustee or
Authenticating Agent to authenticate and deliver Bonds securing the payment of
principal, interest and premium, if any, in respect of such Notes, and the
Trustee or Authenticating Agent authenticating and delivering such Bonds, all
as provided in or pursuant to the Mortgage. Terms used in the preceding
sentence and not otherwise defined herein shall have the meanings specified in
the Mortgage.

ARTICLE FIVE

MISCELLANEOUS PROVISIONS

The Trustee makes no undertaking or representations in respect
of, and shall not be responsible in any manner whatsoever for and in respect
of, the validity or sufficiency of this First Amendment to the Third
Supplemental Indenture or the proper authorization or the due execution hereof
by the Company or for or in respect of the recitals and statements contained
herein, all of which recitals and statements are made solely by the Company.

Except as expressly amended hereby, the Original Indenture and
the Third Supplemental Indenture shall continue in full force and effect in
accordance with the provisions thereof and the Original Indenture and the Third
Supplemental Indenture are in all respects hereby ratified and confirmed. This
First Amendment to the Third Supplemental Indenture and all its provisions
shall be deemed a part of the Original Indenture, as supplemented by the Third
Supplemental Indenture, in the manner and to the extent herein and therein
provided.

15
<PAGE> 17

This First Amendment to the Third Supplemental Indenture shall
be governed by, and construed in accordance with, the laws of the State of New
York.

This First Amendment to the Third Supplemental Indenture may
be executed in any number of counterparts, each of which so executed shall be
deemed to be an original, but all such counterparts shall together constitute
but one and the same instrument.

16
<PAGE> 18

IN WITNESS WHEREOF, the parties hereto have caused this First
Amendment to the Third Supplemental Indenture to be duly executed, and their
respective corporate seals to be hereunto affixed and attested, all as of the
day and year first above written.

THE DETROIT EDISON COMPANY

By:________________________________
Name:
Title:

ATTEST:

By:________________________

(Corporate Seal)

BANKERS TRUST COMPANY,
as Trustee

By:_______________________________
Name:
Title:

ATTEST:

By:________________________

(Corporate Seal)

<PAGE> 19

STATE OF MICHIGAN )
) :
COUNTY OF WAYNE )

On the _____ day of ________, 1995, before me personally came ________________
_______________________, to me known, who, being by me duly sworn, did depose
and say that he is _________________ of THE DETROIT EDISON COMPANY, one of the
corporations described in and which executed the foregoing instrument; that he
knows the seal of said corporation; that the seal affixed to said instrument is
such corporate seal; that it was so affixed by authority of the Board of
Directors of said corporation, and he signed his name thereto by like
authority.

----------------------------------
Notary Public, State of Michigan

[Notarial Seal]

STATE OF NEW YORK )
) :
COUNTY OF _________ )

On the ___ day of _______, 1995, before me personally came ____________________
_____________________, to me known, who, being by me duly sworn, did depose and
say that he is _________________ of BANKERS TRUST COMPANY, one of the
corporations described in and which executed the foregoing instrument; that he
knows the seal of said corporation; that the seal affixed to said instrument is
such corporate seal; that it was so affixed by authority of the Board of
Directors of said corporation, and he signed his name thereto by like
authority.

---------------------------------------
Notary Public, State of New York

[Notarial Seal]

<PAGE> 20

EXHIBIT C

THE DETROIT EDISON COMPANY

REMARKETED SECURED NOTES 1994 SERIES C DUE 2034
SUPPLEMENTAL COMPANY ORDER

Pursuant to Article Four of the First Amendment, dated as of
December 12, 1995, to the Third Supplemental Indenture, dated as of August 15
1994, to Collateral Trust Indenture, dated as of June 30, 1993, as amended, you
are instructed to prepare and authenticate a Note, of the series identified
above, in the principal amount of $____________. The Note is being delivered
in exchange for issued and outstanding Notes of the series identified above.
IN WITNESS WHEREOF, I have hereunto set my hand this _____ day of
___________, 1995.

___________________________
C. C. Arvani
Assistant Treasurer
The Detroit Edison Company

<PAGE> 1

DTE ENERGY LETTERHEAD
Exhibit 5-4

January 2, 1996

DTE Energy Company
2000 Second Avenue
Detroit, Michigan 48226

Gentlemen:

With respect to the Registration Statement on Securities and Exchange
Commission Form S-8 (the "Registration Statement") to be filed on or about the
date hereof by DTE Energy Company, a Michigan corporation (the "Company"), with
the Securities and Exchange Commission for the purpose of registering under the
Securities Act of 1933, as amended, 10,000,000 shares of the Common Stock,
without par value, of the Company (the "Common Stock"), and related interests
to be offered pursuant to and in connection with the Detroit Edison Savings &
Investment Plans (the "Plans"), I, as Vice President and General Counsel of the
Company and The Detroit Edison Company, in conjunction with members of the
Legal Department of The Detroit Edison Company, have examined such documents
and questions of law as I have considered necessary or appropriate for the
purposes of this opinion, and, on the basis of such examination, I advise you
as follows:

1. Proper corporate proceedings have been taken by the Company so
that the Common Stock has been validly authorized; and when (i) the
Registration Statement has become effective under the Securities Act of 1933,
as amended, and (ii) the Common Stock offered under the Plans has been
delivered to the Trustee as contemplated in the Registration Statement, such
Common Stock, will be validly issued, fully paid and non-assessable;

2. When the Common Stock has been delivered to the Trustee as
contemplated in the Registration Statement, the related interests will be
validly issued pursuant to the Plans; and

3. Under the laws as presently in effect in the State of
Michigan, the jurisdiction of incorporation of the Company and the jurisdiction
in which the Company conducts its operations and has its principal office, the
holders of fully paid Common Stock are not subject to any personal liability as
shareholders.

I consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to me under the captions
"Description of Common Stock," "Experts" and "Legal Opinions" in the Prospectus
dated October 7, 1994, as amended, relating to the Plans.

Very truly yours,

C. C. Nern

CCN:gg

<PAGE> 1

EXHIBIT 15-3

[DELOITTE & TOUCHE LLP LETTERHEAD]

January 2, 1996

DTE Energy Company
Detroit, Michigan

We have conducted reviews, in accordance with standards established by the
American Institute of Certified Public Accountants, of the unaudited interim
financial information of The Detroit Edison Company and subsidiary companies
for the three-month and twelve-month periods ended March 31, 1995, for the
three-month, six-month and twelve-month periods ended June 30, 1995, and for
the three-month, nine-month and twelve-month periods ended September 30, 1995,
as indicated in our reports dated May 8, 1995, August 7, 1995, and November 6,
1995, respectively. Because we did not perform an audit, we expressed no
opinion on that information.

We are aware that our reports referred to above, which are included in The
Detroit Edison Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1995, June 30, 1995, and September 30, 1995, are incorporated by
reference in this Form S-8 Registration Statement.

We also are aware that the aforementioned reports, pursuant to Rule 436(c)
under the Securities Act of 1933, are not considered a part of the Registration
Statement prepared or certified by an accountant or a report prepared or
certified by an accountant within the meaning of Sections 7 and 11 of that Act.

/s/ Deloitte & Touche LLP

<PAGE> 1

EXHIBIT 23-5

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of DTE Energy Company of our report dated January 23,
1995 appearing on page 31 of The Detroit Edison Company's Annual Report on
Form 10-K for the year ended December 31, 1994. We also consent to the
incorporation by reference in the Registration Statement of our report dated
June 13, 1994 appearing on page 4 of the Annual Report of The Detroit Edison
Employes' Savings & Investment Plan on Form 11-K for the year ended December 31,
1993. We also consent to the incorporation by reference in the Registration
Statement of our report dated June 13, 1994 appearing on page 4 of the Annual
Report of The Detroit Edison Employes' Savings & Investment Plan for Employes'
Represented by Local 17 of the International Brotherhood of Electrical Workers
on Form 11-K for the year ended December 31, 1993. We also consent to the
incorporation by reference in the Registration Statement of our report dated
June 13, 1994 appearing on page 4 of the Annual Report of The Detroit Edison
Employes' Savings & Investment Plan for Employes Represented by Local 223 of the
Utility Workers Union of America on Form 11-K for the year ended December 31,
1993.

/s/ Price Waterhouse LLP

Price Waterhouse LLP
Detroit, Michigan
January 2, 1996

<PAGE> 1

EXHIBIT 23-6

[DELOITTE & TOUCHE LLP LETTERHEAD]

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Registration Statement of
DTE Energy Company on Form S-8 of our reports dated June 26, 1995, appearing in
the Annual Reports on Form 11-K of The Detroit Edison Savings & Investment
Plan, The Detroit Edison Savings & Investment Plan for Employees Represented by
Local 223 of the Utility Workers Union of America and The Detroit Edison
Savings & Investment Plan for Employees Represented by Local 17 of the
International Brotherhood of Electrical Workers for the year ended December 31,
1994.

/s/ Deloitte & Touche LLP

January 2, 1996