10-K405

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

(Mark One)
[X]	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)        OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended December 31, 1999, or
[  ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)       OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to _______

Commission file number 1-7310

      Michigan Consolidated Gas Company, a Michigan corporation, meets the conditions set forth in General Instruction I (1) (a) and (b) of Form 10-K and is, therefore, filing this form with the reduced disclosure format.

MICHIGAN CONSOLIDATED GAS COMPANY
(Exact name of registrant as specified in its charter)

Michigan	38-0478040
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

500 Griswold Street, Detroit, Michigan	48226
(Address of principal executive offices)	(Zip Code)

313-965-2430
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: None

      Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ___

      Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendments to this Form 10-K. X

      All of the registrant’s 10,300,000 outstanding shares of common stock, par value $1 per share, are indirectly owned by MCN Energy Group Inc.

Documents Incorporated by Reference: None

GLOSSARY

Antrim Gas	Natural gas produced from shallow wells in the Devonian (Antrim) shale formations.
End User Transportation	A gas delivery service historically provided to large-volume commercial and industrial customers who purchase natural gas directly from producers or brokerage companies. Under MichCon’s customer choice program that began in 1999, this service is also provided to residential customers and small-volume commercial and industrial customers.
FERC	Federal Energy Regulatory Commission; a federal agency that determines the rates and regulations of interstate pipelines.
Gas Storage	The process of injecting, storing and withdrawing natural gas from a depleted underground natural gas field or salt cavern.
GCR	Gas Cost Recovery; a process, in effect through 1998, by which MichCon, through annual gas cost proceedings before the Michigan Public Service Commission, was allowed to recover its reasonable and prudent cost of gas sold.
Intermediate Transportation	A gas delivery service provided to producers, brokers and other gas companies that own the natural gas, but are not the ultimate consumers.
MCN	MCN Energy Group Inc. and its subsidiaries.
MichCon	Michigan Consolidated Gas Company; an indirect, wholly owned natural gas distribution and intrastate transmission subsidiary of MCN.
MichCon Pipeline	MichCon Pipeline Co., a wholly owned subsidiary of MichCon that engages in pipeline projects through its subsidiaries.

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GLOSSARY (CONCLUDED)

MPSC	Michigan Public Service Commission; a state agency that regulates, among other things, the intrastate aspects of the natural gas industry within Michigan.
Normal Weather	The average daily temperature within MichCon’s service area during a recent 30-year period.
Spot Market	The buying and selling of natural gas on a short-term basis, typically month-to-month.
Units of Measurement:
Bcf	Billion cubic feet of gas.
Mcf	Thousand cubic feet of gas.
MMcf	Million cubic feet of natural gas.
/d	Added to various units of measure to denote units per day.

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TABLE OF CONTENTS

TABLE OF CONTENTS

		PAGE
CONTENTS		NUMBER
PART I
Item 1.	Business		1
Item 2.	Properties		13
Item 3.	Legal Proceedings		14
Item 4.	Submission of Matters to a Vote of Security Holders		16
PART II
Item 5.	Market for Registrant’s Common Equity and Related Stockholder Matters		17
Item 6.	Selected Financial Data		18
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		19
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk		29
Item 8.	Financial Statements and Supplementary Data		30
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		56
PART III
Item 10.	Directors and Executive Officers of the Registrant		57
Item 11.	Executive Compensation		58
Item 12.	Security Ownership of Certain Beneficial Owners and Management		59
Item 13.	Certain Relationships and Related Transactions		60
PART IV
Item 14.	Exhibits, Financial Statement Schedule, and Reports on Form 8- K		61
SIGNATURES			64

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FORWARD-LOOKING STATEMENTS

This Form 10-K includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve certain risks and uncertainties that may cause actual future results to differ materially from those contemplated, projected, estimated or budgeted in such forward-looking statements. Factors that may impact forward-looking statements include, but are not limited to, the following: (i) the effects of weather and other natural phenomena; (ii) increased competition from other energy suppliers as well as alternative forms of energy; (iii) the capital intensive nature of MichCon’s business; (iv) economic climate and growth in the geographic areas in which MichCon does business; (v) the uncertainty of gas reserve estimates; (vi) the timing and extent of changes in commodity prices for natural gas, electricity and crude oil; (vii) conditions of capital markets and equity markets; (viii) the effects of changes in governmental policies and regulatory actions, including income taxes, environmental compliance and authorized rates; (ix) the timing, nature and impact of Year 2000 activities; and (x) the timing and completion of the pending merger.

PART I

ITEM 1. BUSINESS

Michigan Consolidated Gas Company (MichCon or the Company) is a Michigan corporation organized in 1898 and with its predecessors, has been in business for 150 years. MichCon, an indirect, wholly owned subsidiary of MCN Energy Group Inc. (MCN), is a natural gas utility primarily engaged in the distribution and transmission of natural gas in the State of Michigan. MichCon also has subsidiaries involved in the gathering and transmission of natural gas in northern Michigan. MichCon operates one of the largest natural gas distribution and transmission systems in the United States and the largest in Michigan. MichCon’s non-regulated operations are not significant.

MichCon serves approximately 1.2 million customers in the Detroit, Grand Rapids, Ann Arbor, Traverse City, and Muskegon metropolitan areas and in various other communities throughout Michigan. MichCon had approximately $2.3 billion in assets at December 31, 1999 and revenues of approximately $1.1 billion in 1999. On December 31, 1999, MichCon had 2,712 employees.

Pending Merger

MCN and DTE Energy Company (DTE) have signed a definitive merger agreement, dated October 4, 1999, under which DTE will acquire all outstanding shares of MCN common stock. The boards of directors and the shareholders of both companies have approved the proposed merger. The transaction is subject to regulatory approvals and other customary merger conditions. The transaction is expected to close in mid-2000.

Financial and Operating Information

MichCon’s earnings for 1999 were a record $106.3 million, an increase of $29.3 million from 1998 earnings of $77.0 million. The comparison was impacted by merger costs in 1999 and the write-down of certain gas gathering properties in 1998. The earnings improvement reflects contributions from MichCon’s new gas sales program that began in January 1999 as well as the impact of more favorable weather. The gas sales program allowed MichCon to continue its record of solid financial performance producing returns on equity of 15.4% in 1999, 12.2% in 1998 and 13.3% in 1997.

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ITEM 1. BUSINESS (CONTINUED)

Excluding the write-down, MichCon had 1998 earnings of $88.2 million, an improvement of $9.2 million over 1997 earnings of $79.0 million. The earnings comparison was impacted by variations in weather and cost-saving initiatives resulting in significantly lower operating costs.

For a detailed discussion of MichCon’s results of operations refer to “Item 7. Management’s Discussion &Analysis” (MD&A), page 19 of this report. A discussion of the services provided by MichCon, and the amount and percentage of revenue contributed from such services follows:

Revenue by Service
(in Thousands)	1999				1998				1997
Gas Sales	$	907,471	79.9	%	$	823,746	79.7	%	$	1,062,794	84.8	%
End User Transportation		103,556	9.1			82,016	7.9			84,516	6.7
Intermediate Transportation		57,783	5.1			63,218	6.1			55,221	4.4
Other		66,929	5.9			64,678	6.3			51,148	4.1
	$	1,135,739	100.0	%	$	1,033,658	100.0	%	$	1,253,679	100.0	%

• Gas Sales-Includes the sale and delivery of natural gas primarily to residential and small-volume commercial and industrial customers.

• End User Transportation-A gas delivery service provided primarily to large-volume commercial and industrial customers. Additionally, the service is provided to residential customers, and small-volume commercial and industrial customers who have elected to participate in MichCon’s experimental three-year customer choice program that began in April 1999. End user transportation customers purchase natural gas directly from producers or brokerage companies and utilize MichCon’s pipeline network to transport the gas to their facilities or homes.

• Intermediate Transportation-A gas delivery service provided to producers, brokers and other gas companies that own the natural gas, but are not the ultimate consumers. Intermediate transportation customers utilize MichCon’s gathering and high pressure transmission system to transport the gas to storage fields, processing plants, pipeline interconnections or other locations.

• Other-Includes revenues from providing appliance maintenance, facility development, meter reading, and other energy-related services.

MichCon expects to achieve modest revenue growth through initiatives to expand its gas markets, its residential, commercial and industrial customer base, as well as by providing new energy-related services that capitalize on its expertise, capabilities and efficient systems.

Operating Statistics (Bcf)	1999		1998		1997
Gas Sales		178.2		168.9		205.8
End User Transportation		151.7		140.1		145.0
Intermediate Transportation		531.9		537.5		586.4
		861.8		846.5		937.2

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ITEM 1. BUSINESS (CONTINUED)

GAS SALES

Strategy and Competitive Environment

Competition in the gas sales market comes primarily from (1) other natural gas providers, and (2) alternative fuels such as electricity, propane and, to a lesser degree, oil and wood.

Other natural gas providers-MichCon has implemented its Regulatory Reform Plan, which includes a comprehensive experimental three-year customer choice program. The customer choice program began in April 1999, and approximately 70,000 customers chose to purchase natural gas from suppliers other than MichCon. Year two and year three of the program begin April 1 of 2000 and 2001, respectively. The number of customers allowed to participate in the program is limited to 150,000 in 2000 and 225,000 in 2001. There is also a volume limitation on commercial and industrial participants of 20 billion cubic feet (Bcf) in 2000 and 30 Bcf in 2001.

The State of Michigan is continuing its initiatives designed to give all of Michigan’s natural gas customers added choices and the opportunity to benefit from lower gas costs resulting from competition. Natural gas choice legislation is before the Michigan legislature, and if approved, would: (1) give any qualified gas supplier the opportunity to compete; (2) phase in gas choice for all Michigan customers over three to five years; and (3) replace the regulatory gas commodity pricing process with one based on market prices which allow all customers to get the benefits of market-based pricing whether they elect to stay with their utility or choose another gas commodity supplier. Natural gas choice legislation could become effective prior to the end of MichCon’s three-year customer choice program that ends in March 2002, and therefore accelerate the transition to a competitive natural gas market.

Alternative fuels-Natural gas continues to be the preferred fuel for Michigan residences and businesses. Nearly every residential and commercial developer in MichCon’s service territories selects natural gas in new construction because of the convenience, cleanliness and price advantage of natural gas compared to propane, fuel oil and other alternative fuels.

MichCon continues to take steps to become the preferred provider of natural gas and high-value energy services within Michigan in order to achieve competitive financial results. To accomplish this, MichCon is positioning itself to respond to changes in regulation and increased competition by reducing its cost of operations, maintaining a safe and reliable system for customers, and focusing on meeting the needs of the marketplace.

Business Developments

MichCon was able to achieve record earnings during 1999, primarily as a result of margins generated under its new three-year gas sales program. As discussed in detail in the “Regulatory Reform Plan” section on page 8 of this report, the gas sales program allows MichCon to profit from its ability to purchase gas at less than $2.95 per thousand cubic feet (Mcf). Gas sales margins are expected to be lower in future years as MichCon’s fixed-price supplies in 2000 and 2001 are at prices higher than those paid in 1999. Additionally, gas sales margins will be impacted if additional customers choose to purchase their gas from other suppliers.

The gas sales service in 1999 represented approximately 21% of total deliveries, 80% of total revenues and 65% of total gross margins.

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ITEM 1. BUSINESS (CONTINUED)

END USER TRANSPORTATION

Strategy and Competitive Environment

The primary focus of competition in this market is cost and reliability. Some large commercial and industrial customers have the capacity to switch to alternative fuel sources such as coal, electricity, oil and steam. If these customers were to choose an alternative fuel source, they would not have a need for MichCon’s end user transportation service. In addition, some of these customers could bypass MichCon’s pipeline system and obtain gas directly from an interstate pipeline company. However, cost differentials must be sufficient to offset the costs, risks and loss of service flexibility associated with fuel switching or bypass. Since 1988, only one of MichCon’s industrial customers has bypassed its distribution system. MichCon competes against alternative fuel sources by providing competitive pricing and reliable supply through the use of its extensive storage capacity.

Business Developments

As of December 1999, MichCon had end user transportation agreements with customers representing annual volumes of 159.4 Bcf. Approximately 69% of these volumes are under contracts that extend to 2001 or beyond and include the majority of the large, and most price-sensitive customers. Contracts for the remaining volumes are typically one-year contracts that expire at various times during 2000 and relate to a large number of low-volume users with relatively low price sensitivity.

MichCon continues to be successful in converting customers’ facilities to natural gas from alternative fuels and in retaining those customers after conversion. Also, it has not experienced any significant fuel switching by its customers in recent years. In addition, almost all significant customers who could bypass MichCon’s systems are under long-term transportation contracts. In 1999, approximately 18 Bcf of MichCon’s end user transportation deliveries were to customers who chose natural gas over coal.

MichCon has implemented its experimental three-year customer choice program, and approximately 70,000 customers have chosen to purchase natural gas from suppliers other than MichCon in 1999. The number of customers allowed to participate in the program is limited to 150,000 in 2000 and 225,000 in 2001. MichCon will continue to transport and deliver the gas to the customers’ premises or homes. Accordingly, these customers will be reflected as end user transportation customers rather than gas sales customers.

In 1999, end user transportation services accounted for approximately 18% of total gas deliveries, 9% of total revenues and 16% of total gross margins.

INTERMEDIATE TRANSPORTATION

Strategy and Competitive Environment

MichCon’s extensive transmission pipeline system has enabled it to generate markets for transportation services for Michigan gas producers, marketers, distribution companies and other pipeline companies that range from 500 to 600 Bcf annually. MichCon operates in a pivotal geographic location with links to major interstate pipelines that reach markets elsewhere in the Midwest, the eastern United States and eastern Canada. Michigan Antrim gas production has increased significantly over the past several years, resulting in a growing demand by gas producers and brokers for intermediate transportation services.

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ITEM 1. BUSINESS (CONTINUED)

MichCon is in an excellent position to increase revenues by facilitating the transportation of new supplies of western Canadian gas from Chicago to growing markets in eastern Canada and the Northeast United States. In December 1997, MichCon entered into a long-term facility lease of its Milford-to-Belle-River Pipeline to the Vector Pipeline Partnership. A MCN subsidiary has a 25% interest in the $500 million Vector pipeline project. The Vector pipeline is scheduled to be completed in November 2000, and will provide a transportation link for up to 1Bcf per day of new supply coming into the Chicago area to growing markets in eastern Canada and the Midwest and Northeast United States. MichCon is pursuing additional opportunities for transportation services that would further maximize the use of its transmission infrastructure.

Business Developments

In 1997, MichCon expanded the transportation capacity of its northern Michigan gathering system and further enhanced this gathering system by purchasing the 44-mile Thunder Bay pipeline. Additionally, MichCon placed into service a $91 million, 59-mile loop of its existing Milford-to-Belle-River Pipeline. This loop has improved the overall reliability and efficiency of MichCon’s gas storage and transmission system by mitigating the risk associated with the disruption of the existing pipeline or other facilities used to supply gas to MichCon’s customers. The pipeline expansions and acquisitions were needed to meet increased demand for intermediate transportation services and to provide significant off-system transportation opportunities.

In 1999, intermediate transportation services accounted for approximately 61% of total gas deliveries, 5% of total revenues and 9% of total gross margins. While intermediate transportation volumes are a significant part of total deliveries, profit margins on this service are considerably less than margins on gas sales and end user transportation services.

Effect of Weather

MichCon’s gas sales, end user transportation and intermediate transportation volumes, revenues and net income are impacted by weather. Given the seasonal nature of the business, revenues and net income are concentrated in the first and fourth quarters of the calendar year. By the end of the first quarter, the heating season is largely over, and MichCon typically incurs substantially reduced revenues and earnings in the second quarter and losses in the third quarter. The seasonal nature of MichCon’s operations has become more pronounced as a result of its new gas sales program. Refer to “Item 7. MD&A,” page 19 of this report for additional discussion relating to the effect of weather.

Gas Supply

MichCon obtains its natural gas supply from various sources in different geographic areas (the Gulf Coast, the Midcontinent, Canada and Michigan) under agreements that vary in both pricing and terms. As a result of MichCon’s Regulatory Reform Plan, MichCon entered into new base supply contracts with its suppliers in 1998, ensuring price stability and supply reliability. MichCon’s geographic diversity of supply, coupled with its 124 Bcf of storage capacity, ensures it will be able to meet the requirements of its existing and future customers with reliable supplies of natural gas at a known cost. MichCon benefits from the Regulatory Reform Plan by being able to profit on the sale of gas as a result of: (1) the suspension of the Gas Cost Recovery (GCR) mechanism; and (2) its ability to purchase gas at less than $2.95 per Mcf, which is the fixed gas commodity component of its sales rate. MichCon has taken

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ITEM 1. BUSINESS (CONTINUED)

advantage of this opportunity and secured a substantial portion of its expected warmer-than-normal supply requirements in 2000 and 2001 at prices that help ensure continued profit contributions. Refer to “Regulatory, Rate and Governmental Matters” that follows for a discussion regarding the Regulatory Reform Plan.

Following is a listing of MichCon’s sources of gas supply:

Gas Supply (Bcf)		1999			1998		1997
Long Term:
	Michigan suppliers		99.4			94.4		97.7
	Interstate suppliers		63.9			17.6		16.1
	Canadian suppliers		29.9			25.9		28.2
Spot Market			1.2			26.5		57.2
Exchange Gas Receipts (Deliveries)			(7.5	)		11.2		(2.3	)
			186.9			175.6		196.9

MichCon has long-term firm transportation agreements expiring on various dates through 2011 with ANR Pipeline Company (ANR), Panhandle Eastern Pipeline Company (Panhandle), Viking Gas Transmission Company (Viking) and Great Lakes Gas Transmission Limited Partnership (Great Lakes). ANR was obligated to transport for MichCon up to 375 MMcf/d of supply through October 1999. Effective in November 1999, MichCon’s capacity with ANR was reduced to 285 MMcf/d. The capacity reduction results in roughly $13 million in annual cost savings. ANR capacity delivers 117.5 MMcf/d of supply sourced in the Gulf Coast, 117.5 MMcf/d sourced in the Midcontinent and 50 MMcf/d from Canada. Viking transports 50 MMcf/d of Canadian supply to the ANR system for delivery to MichCon, and Panhandle transports 2 MMcf/d of Gulf Coast supply from the ANR system for delivery to MichCon. Additional Canadian supplies of 30 MMcf/d are delivered through firm transport agreements with Great Lakes.

MichCon has supply contracts with independent Michigan producers, which expire on various dates through 2007. Many of these contracts originally tied prices to spot market indices coupled with transport rates. As a result of an MPSC Order and individually negotiated settlements, MichCon has successfully amended a number of these contracts that were previously at above-market prices to a more competitive level.

At December 31, 1999, MichCon owned and operated four natural gas storage fields in Michigan with a working storage capacity of approximately 124 Bcf. These facilities play an important role in providing reliable and cost-effective service. MichCon uses its storage capacity to supplement its supply during the winter months, replacing the gas in April through October when demand and prices are generally at their lowest levels. The use of storage capacity also allows MichCon to lower its peak-day entitlements, thereby reducing interstate pipeline charges. MichCon’s gas distribution system has a maximum daily send out capability of 3.0 Bcf, with the capacity to supply nearly 70% from underground storage.

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ITEM 1. BUSINESS (CONTINUED)

Regulatory, Rate and Governmental Matters

MichCon is subject to the jurisdiction of the MPSC as to various phases of its operations, including gas sales and transportation rates, service and accounting. MichCon is subject to the requirements of other regulatory agencies with respect to safety, the environment and health.

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ITEM 1. BUSINESS (CONTINUED)

Regulatory Reform Plan: In April 1998, the MPSC approved MichCon’s Regulatory Reform Plan. The plan includes a comprehensive experimental three-year customer choice program open to all of MichCon’s 1.2 million residential and commercial customers, subject to annual caps on the level of participation. The customer choice program began April 1, 1999, with approximately 70,000 customers choosing to purchase natural gas from suppliers other than MichCon. Year two and year three of the program begin April 1 of 2000 and 2001, respectively. The number of customers allowed to participate in the program is limited to 150,000 in 2000 and 225,000 in 2001. There is also a volume limitation on commercial and industrial participants of 20 Bcf in 2000 and 30 Bcf in 2001. MichCon will continue to transport and deliver the gas to the customers’ premises at prices that generate favorable margins.

The Regulatory Reform Plan also suspended the GCR mechanism for customers who continue to purchase gas from MichCon, and fixed the gas price component of MichCon’s sales rates at $2.95 per Mcf for the three-year period that began in January 1999. The suspension of the GCR mechanism allows MichCon to profit from its ability to purchase gas at less than $2.95 per Mcf. Prior to 1999, MichCon did not generate earnings on the gas commodity portion of its operations. As part of its gas acquisition strategy, MichCon has entered into fixed-price contracts at costs below $2.95 per Mcf for a substantial portion of its expected gas supply requirements through 2001. This strategy has produced favorable margins in 1999 and is likely to continue producing favorable margins through 2001. The level of margins generated from selling gas will be affected by the costs of gas supply and the number of customers who ultimately choose to purchase gas from suppliers other than MichCon under the three-year customer choice program.

The Plan also encompasses an income sharing mechanism that allows customers to share in profits when actual returns on equity from utility operations exceed predetermined thresholds. Although the Plan increases MichCon’s risk associated with generating margins that cover its gas costs, management believes this Plan will have a favorable impact on future earnings.

Proposed Legislation: The State of Michigan is continuing its initiatives designed to give all of Michigan’s natural gas customers added choices and the opportunity to benefit from lower gas costs resulting from competition. Natural gas choice legislation is before the Michigan legislature and, if approved, would: (1) give any qualified gas supplier the opportunity to compete; (2) phase in gas choice for all Michigan customers over three to five years; and (3) replace the regulatory gas commodity pricing process with one based on market prices that allows all customers to get the benefits of market-based pricing whether they elect to stay with their utility or choose another gas commodity supplier. Natural gas choice legislation could become effective prior to the end of MichCon’s three-year customer choice program that ends in March 2002, and therefore accelerate the transition to a competitive natural gas market.

General Rate Proceedings: MichCon received MPSC authorization to defer manufactured gas plant (MGP) investigation and remediation costs in excess of the $11.7 million previously reserved. In 1999, MichCon depleted the initial reserve. Costs incurred in excess of the initial reserve are being deferred and amortized over a 10-year period beginning in the year subsequent to the year environmental investigation and remediation costs are paid. The recovery of any investigation and remediation costs incurred will be reviewed in a future rate case.

MichCon filed an application with the MPSC in 1996 requesting authority to decrease depreciation rates from an average rate of 4.1% to 3.5%. In December 1997, the MPSC issued an order approving a reduction in annual depreciation costs by more than $16 million. The Michigan Attorney General appealed the depreciation order. In June 1999, MichCon received a favorable ruling to this appeal by the

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ITEM 1. BUSINESS (CONTINUED)

Michigan Court of Appeals, which affirmed the MPSC order approving the lower depreciation rates without a corresponding gas rate reduction.

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ITEM 1. BUSINESS (CONTINUED)

Gas Cost Recovery: Prior to 1999, the GCR process allowed MichCon to recover its cost of gas sold if the MPSC determined that such costs were reasonable and prudent. As previously discussed, beginning in January 1999, MichCon’s Regulatory Reform Plan suspended the GCR mechanism and fixed the gas commodity component of MichCon’s sales rate at $2.95 per Mcf for three years.

The GCR process included an annual Gas Supply and Cost Review, in which the MPSC approved maximum monthly GCR factors. A subsequent annual GCR reconciliation proceeding provided a review of gas costs incurred during the year, determined whether approved gas costs had been overcollected or undercollected and, as a result, whether a refund or surcharge, including interest, was required to be returned to or collected from GCR customers. In February 1999, MichCon filed its final GCR reconciliation case covering gas costs incurred during 1998, which indicates an overrecovery of $18 million, including interest. Management believes that the 1998 gas costs were reasonable and prudent and that the MPSC should approve the gas costs incurred. However, management cannot predict the outcome of this proceeding. During the first quarter of 1999, MichCon refunded the overrecovery to customers as a reduction in gas sales rates.

FERC Rate Matters: In February 1998, the FERC approved a settlement agreement in an ANR rate case entitling MichCon to refunds totaling $9.4 million. MichCon received $5.5 million of this refund in April 1998 relating to certain transportation services provided by ANR to MichCon. In June 1998, MichCon received the remaining refund, which was reflected as a reduction to MichCon’s cost of gas.

Other Rate Matters: In March 2000, several shippers on MichCon’s northern Michigan gathering system filed a complaint with the MPSC requesting that the commission issue an order reducing the rate charged for Antrim gas transportation services from 9 cents to approximately 3.9 to 3.1 cents per Mcf. The complaint also requests refunds of approximately $21 million for prior periods during which that rate has been in effect. Management believes that the commission has no legal authority to order refunds associated with prior periods. The shippers allege that without the reduced transportation rate, MichCon would overcollect approximately $28.5 million over the next six years. While any complaint about rates could result in a commission ordered reduction in rates, management’s preliminary assessment of the complaint is that it is without merit.

Energy Assistance Programs: Energy assistance programs funded by the federal government and the State of Michigan, including the Home Heating Credit for low-income customers and the Family Independence Agency’s State Emergency Relief Program, remain critical to MichCon’s ability to control its uncollectible gas account expenses.

The State of Michigan provides assistance in the form of Michigan Home Heating Credits that are funded almost exclusively by the Federal Low-Income Home Energy Assistance Program (LIHEAP). Congress approved funding for both the 1998 and 1999 fiscal years at $1.1 billion, compared to funding of $1.0 billion for the 1997 fiscal year. The State of Michigan’s share of LIHEAP funds was increased from $54 million in fiscal year 1998 to $59 million in 1999. MichCon received $12.6 million of these funds in 1999, $.8 million less than in 1998. Home Heating Credits assisted 69,000 MichCon customers in 1999, compared to 73,000 in 1998. During 1999, President Clinton signed an appropriations package that funds LIHEAP at $1.1 billion for fiscal year ending in September 2000.

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ITEM 1. BUSINESS (CONTINUED)

Environmental Matters

A discussion of environmental matters is included in “Item 7, MD&A” under the heading “Environmental Matters,” page 24 of this report, and in “Item 8. Financial Statements and Supplementary Data, Note 7c - - Commitments and Contingencies” under the heading “Environmental Matters,” page 39 of this report.

Franchises

MichCon operates in more than 530 cities, villages and townships under franchises or permits that typically are revocable at will and have a 30-year maximum duration. In 1993, MichCon began a structured process to renew or re-establish formal franchises in 233 municipalities that had expired. During the 1994 to 1999 period, an additional 193 franchises expired. To date, 399 franchises have

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ITEM 1. BUSINESS (CONCLUDED)

been renewed, including 9 renewed in 1998, accounting for gas sales volumes of approximately 115 MMcf annually, and 8 renewed to date in 1999 representing 161 MMcf annually. Additionally, one new franchise was acquired in 1998. There were no franchises lost during 1998 or 1999.

As for the 27 franchises that are currently expired, MichCon’s gas distribution systems are rightfully occupying the streets with the consent or acquiescence of the municipalities. While MichCon could be ordered to remove its property by any municipality in which its franchise has expired, it could lose ownership only by its consent and the payment of an agreed-upon price, or by condemnation and the payment of the fair value of such property. Should any of these municipalities seek to terminate MichCon’s operations therein and substitute another gas utility operation, publicly or privately owned, the municipality must either (1) acquire and operate MichCon’s system, (2) construct a new system or (3) grant a franchise to another privately owned utility to construct or acquire its own distribution system.

Other Information

Collective Bargaining Agreements: Slightly less than half of MichCon’s labor force is covered by five collective bargaining agreements. In June 1998, MichCon successfully negotiated and signed three 3-year collective bargaining agreements. The remaining two agreements will expire in December 2000.

Other: MichCon is involved in several residential and commercial community development partnerships.

MichCon Development Company, a 100%-owned subsidiary of MichCon, holds between a 33% and a 50% interest in various partnerships related to the Harbortown development. The Harbortown development is a mixed use development consisting of a 60,000 square foot retail shopping center, a 63 slip marina, 273 rental units and 80 low-rise condominiums located along the Detroit River. The development consists of 35 acres of land, of which 12 are currently undeveloped.

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ITEM 2. PROPERTIES

MichCon operates natural gas distribution, transmission and storage facilities in Michigan. At December 31, 1999, MichCon’s distribution system included 16,997 miles of distribution mains, 1,096,327 service lines and 1,219,256 active meters. MichCon owns 2,651 miles of transmission and production lines that deliver natural gas to the distribution districts and interconnect its storage fields with the sources of supply and the market areas. MichCon also owns properties relating to four underground storage fields with an aggregate storage capacity of approximately 124 Bcf. Additionally, MichCon owns district office buildings, service buildings and gas receiving and metering stations. In January 1998, MichCon purchased its principal office building in Detroit, the Guardian Building, ending its long-term capital lease obligation. MichCon occupies its principal office building in Grand Rapids under a long-term lease. Portions of these buildings are subleased to affiliates and others.

Most of MichCon’s properties are held in fee, by easement, or under lease agreements expiring at various dates to 2006, with renewal options extending beyond that date. The principal plants and properties of MichCon are held subject to the lien of MichCon’s Indenture of Mortgage and Deed of Trust under which MichCon’s First Mortgage Bonds are issued. Some properties are being fully utilized, and new properties are being added to meet the expansion requirements of existing areas. MichCon’s capital investments for 1999 totaled $136 million, which compares with $153 million in 1998 and $155 million in 1997.

The Saginaw Bay Pipeline Company, a wholly owned subsidiary of MichCon Pipeline, owns a 66 2/3% interest in the Saginaw Bay Area Limited Partnership, which owns substantially all of the properties used in the conduct of its business, primarily a 126-mile gathering line. The Saginaw Bay Lateral Company, a wholly owned subsidiary of MichCon Pipeline, owns a 46% interest in the Saginaw Bay Lateral Limited Partnership, which owns substantially all of the properties used in the conduct of its business, primarily lateral lines related to the Saginaw Bay gathering line. Westside Pipeline Company, a wholly owned subsidiary of MichCon Pipeline, owns an 83% interest in Jordan Valley Pipeline, a 14-mile gathering line, and the Terra-Hayes Pipeline, an 18-mile gathering line. MichCon Gathering Company, a wholly owned subsidiary of MichCon Pipeline, owns substantially all of the properties used in the conduct of its business, including 90 miles of gathering lines and a 2,400 horsepower compressor station.

The partners in Saginaw Bay Area Limited Partnership have agreed to dissolve the partnership. Under the terms of the agreement, Saginaw Bay Pipeline Company would receive the northern portion of the 126-mile gathering line and certain other assets of the partnership in return for its partnership interest. In February 2000, the agreement was approved by the MPSC. The dissolution is expected to become effective by mid-2000.

Thunder Bay Gathering Company, a wholly owned subsidiary of MichCon Pipeline, owns substantially all of the properties used in the conduct of its business, including 44 miles of gathering lines.

13

ITEM 3. LEGAL PROCEEDINGS

In addition to the regulatory proceedings and other matters described in “Item 1. Business,” MichCon also is involved in a number of lawsuits and administrative proceedings in the ordinary course of business with respect to taxes, environmental matters, contracts, personal injury, property damage claims and other matters.

Environmental

In 1994, MichCon received a general notice of liability letter from the Environmental Protection Agency (EPA) stating that it was one of two potentially responsible parties at the Lower Ecorse Creek Superfund site in Wyandotte, Michigan. The EPA requested that MichCon conduct a remedial investigation and feasibility study at that site. MichCon investigated its prior activities in the area and the EPA’s bases for its conclusion, and concluded that it was not responsible for contamination discovered at that site. MichCon informed the EPA of this belief and did not undertake the requested activities.

In September 1996, the EPA sent MichCon a second general notice of liability letter for the site and demanded reimbursement of approximately $2.3 million in past costs, plus interest. The EPA then issued MichCon and the other potentially responsible party a unilateral administrative order under section 106 of the Comprehensive Environmental Response Compensation and Liability Act to implement the remedy. The EPA estimated the cost of the remedy to be approximately $.65 million. MichCon again reviewed the EPA’s bases for determining that it is a potentially responsible party and concluded again that it was not responsible for contamination discovered at that site and informed the EPA of its decision. In December 1999, the EPA asked for recovery of its costs which totaled $5.1 million. The EPA has not taken any subsequent action against MichCon. The EPA may sue MichCon to recover the costs it incurred at the site. If the EPA institutes and prevails in such a suit, and if the court determines that MichCon did not have sufficient cause to refuse to comply with the order, the court may impose civil penalties and punitive damages. Management believes that MichCon was not responsible for contamination at the site and has sufficient cause not to comply with this order and that the resolution of this matter will not have a material adverse effect on MichCon’s financial statements.

Other

Since 1996, MichCon and 200 other natural gas transmission companies, producers, gatherers and processors of natural gas from across the United States have been defending claims filed by Jack Grynberg on behalf of the U.S. Government under the False Claims Act, seeking unspecified damages for

14

ITEM 3. LEGAL PROCEEDINGS (CONCLUDED)

alleged underpayment of royalties on federal and Indian lands due to purported improper measurement of gas. The initial suit was dismissed in 1997 and that dismissal was affirmed by the District Court of Appeals in October 1998. Mr. Grynberg refiled that suit in September 1997 in 77 separate federal district courts. MichCon and MichCon Pipeline Company have been named in one suit in the U.S. District Court, Eastern District of Michigan. In April 1999, the U.S. Department of Justice declined intervention and subsequently, the 77 separate cases were consolidated by the Multidistrict Litigation Panel for pre-trial proceedings in Wyoming. The case is ongoing and MichCon and MichCon Pipeline are defending against the case. Management believes that the claims lack merit.

In May 1999, a class action suit was filed in Kansas state court naming approximately 200 pipeline companies and producers, seeking unspecified damages for alleged underpayment of royalties due to purported mismeasurement of gas on all natural gas purchased in the U.S. since 1974. MichCon and MichCon Pipeline are among those named in this suit. The case was removed to U.S. District Court, Southern Division of Kansas, where motions to transfer and to consolidate the case with the Grynberg False Claims Act case have been filed. The company is defending against these claims and believes they lack merit.

15

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Omitted per general instruction I (2) (c) of Form 10-K for wholly owned subsidiaries (reduced disclosure format).

16

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS

All of the 10,300,000 issued and outstanding shares of common stock of MichCon, par value $1 per share, are indirectly owned by MCN, and constitute 100% of the voting securities of MichCon. Therefore, no market exists for MichCon’s common stock.

MichCon paid cash dividends of $17.5 million in 1999, $46.1 million in 1998 and $40.0 million in 1997 on its common stock.

17

ITEM 6. SELECTED FINANCIAL DATA

Selected Financial Data		1999			1998			1997			1996			1995
(Dollars in thousands)
Income Available for Common Stock		$	106,336		$	76,976		$	79,020		$	79,824		$	71,488
Cash Dividends Declared on Common Stock		$	17,500		$	46,084		$	40,000		$	11,263		$	6,500
Return on Average Common Shareholder’s Equity			15.4	%		12.2	%		13.3	%		14.7	%		15.8	%
Property, Plant and Equipment		$	2,988,318		$	2,889,020		$	2,790,352		$	2,668,294		$	2,413,120
Less — accumulated depreciation and depletion			1,463,706			1,396,940			1,322,392			1,243,060			1,151,160
Net property, plant and equipment		$	1,524,612		$	1,492,080		$	1,467,960		$	1,425,234		$	1,261,960
Total Assets		$	2,282,728		$	2,172,525		$	2,136,336		$	2,058,344		$	1,798,493
Capital Expenditures		$	135,933		$	153,475		$	155,208		$	212,668		$	235,767
Capitalization Long-term debt		$	677,517		$	615,419		$	611,763		$	536,561		$	501,396
Long-term capital lease obligations			3,392			4,416			5,344			13,757			15,168
Common shareholder’s equity			735,502			646,843			616,024			577,004			489,821
Total capitalization		$	1,416,411		$	1,266,678		$	1,233,131		$	1,127,322		$	1,006,385
Sources of Operating Revenues Gas sales		$	907,471		$	853,463		$	1,079,530		$	1,058,499		$	896,707
Application of (provision for) refunds-net			—			(29,717	)		(16,736	)		27,346			20,473
End user transportation			103,556			82,016			84,516			82,210			80,360
Intermediate transportation			57,783			63,218			55,221			48,570			31,913
Storage services			3,906			7,243			7,630			6,956			8,857
Conservation and other assistance programs			—			—			(2,914	)		(2,483	)		14,499
Other			63,023			57,435			46,432			37,687			28,004
Total operating revenues		$	1,135,739		$	1,033,658		$	1,253,679		$	1,258,785		$	1,080,813
Disposition of Gas (MMcf) Gas sales			178,202			168,906			205,760			217,672			206,951
End user transportation			151,715			140,051			144,963			146,662			145,288
Intermediate transportation			531,913			537,532			586,496			527,510			341,550
			861,830			846,489			937,219			891,844			693,789
Company use and lost gas			5,687			4,811			3,896			5,746			2,990
Total disposition of gas			867,517			851,300			941,115			897,590			696,779
Effect of Weather Percent colder (warmer) than normal			(9.0	)%		(19.3	)%		0.8	%		5.4	%		0.3	%
Increase (decrease) from normal in:
	Gas markets (MMcf)		(18,732	)		(40,272	)		589			10,909			1,488
	Net income	$	(18,592	)	$	(35,314	)	$	467		$	9,886		$	1,415
Utility Customers Residential			1,066,249			1,104,033			1,092,334			1,087,450			1,077,668
Total			1,204,125			1,190,508			1,178,543			1,169,690			1,159,140
Employees			2,712			2,724			2,867			3,062			3,128

18

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS

RESULTS OF OPERATIONS

Record year results reflect earnings from new gas sales program and more favorable weather — MichCon’s earnings for 1999 were $106.3 million, an increase of $29.3 million from 1998 earnings of $77.0 million. As subsequently discussed, the comparison was impacted by merger costs in 1999 and the write-down of certain gas gathering properties in 1998. The earnings improvement reflects contributions from the new gas sales program that began in January 1999 as well as the impact of more favorable weather. The gas sales program allowed MichCon to continue its record of solid financial performance producing returns on equity of 15.4% in 1999, 12.2% in 1998 and 13.3% in 1997.

Excluding the write-down, MichCon had 1998 earnings of $88.2 million, an improvement of $9.2 million over 1997 earnings of $79.0 million. The earnings comparison was impacted by variations in weather and cost-saving initiatives resulting in significantly lower operating costs.

	Earnings Components (in Millions)
	Comparing 1999 to 1998						Comparing 1998 to 1997
	Dollar			Percent			Dollar			Percent
	Change			Change			Change			Change
Operating Revenues	$	102.0			9.9	%	$	(220.0	)		(17.6	)%
Cost of Gas		32.4			7.2			(180.7	)		(28.6	)
Gross Margin		69.6			12.0			(39.3	)		(6.3	)
Operation and Maintenance		13.7			5.4			(30.2	)		(10.7	)
Depreciation and Depletion		6.0			6.5			(10.8	)		(10.4	)
Property and Other Taxes		(10.2	)		(18.4	)		(5.3	)		(8.7	)
Merger Costs		25.4			N/A			—			—
Property Write-down		(24.8	)		N/A			24.8			N/A
Other Income and Deductions		9.5			21.7			(5.9	)		(11.8	)
Income Tax Provision		20.7			57.7			(9.8	)		(21.6	)
Net Income		29.3			38.1			(2.0	)		(2.6	)

Gross Margin

Gross margin (operating revenues less cost of gas) increased $69.6 million in 1999 and decreased $39.3 million in 1998. The increase in 1999 is due primarily to margins generated under MichCon’s new three-year gas sales program, which is part of its Regulatory Reform Plan (Note 8b). Under the gas sales program that began in January 1999, MichCon’s gas sales rates include a gas commodity component that is fixed at $2.95 per thousand cubic feet (Mcf). As part of its gas acquisition strategy, MichCon has entered into fixed-price contracts at costs below $2.95 per Mcf for a substantial portion of its expected gas supply requirements through 2001. This strategy is likely to continue producing favorable margins. However, margins are expected to be lower in future years as MichCon’s fixed-price supplies in 2000 and 2001 are at prices higher than those paid in 1999. Additionally, margins will be impacted if additional customers choose to purchase their gas from other suppliers under MichCon’s experimental three-year customer choice program.

The gross margin comparisons were also affected by changes in gas sales and end user transportation deliveries due primarily to variations in weather. Additionally, gross margins in 1999 and 1998 reflect fluctuations in intermediate transportation revenues as well as revenues from the continued growth in other gas-related services.

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MANAGEMENT’S DISCUSSION AND ANALYSIS (CONTINUED)

Effect of Weather on Gas Market and Earnings		1999			1998			1997
Percentage Colder (Warmer) Than Normal			(9.0	)%		(19.3	)%		.8	%
Increase (Decrease) From Normal in:
	Gas markets (in Bcf)		(18.7	)		(40.3	)		.6
	Net income (in Millions)	$	(18.6	)	$	(35.3	)	$	.5

Gas Sales and end user transportation revenues in total increased $105.2 million in 1999, and decreased $241.5 million in 1998. Revenues were affected by fluctuations in gas sales and end user transportation deliveries that increased 20.9 billion cubic feet (Bcf) in 1999, and decreased 41.8 Bcf in 1998. The variations in gas sales and end user transportation deliveries were due primarily to weather, which was 10.3% colder in 1999 and 20.1% warmer in 1998 compared to the previous years.

Revenues were also impacted by variations in the cost of the gas commodity component of gas sales rates. As previously discussed, this gas commodity component was fixed under MichCon’s new gas sales program at $2.95 per Mcf beginning in January 1999. Prior to 1999, MichCon’s sales rates were set to recover all of its reasonably and prudently incurred gas costs. Therefore, the effect of any fluctuations in cost of gas sold prior to 1999 was substantially offset by a change in gas sales revenues. The gas commodity component of MichCon’s sales rates increased $.24 per Mcf (9%) in 1999 and decreased $.40 per Mcf (13%) in 1998.

		1999		1998		1997
Operating Revenues (in Millions)
	Gas Sales	$	907.5	$	823.8	$	1,062.8
	End User Transportation		103.5		82.0		84.5
			1,011.0		905.8		1,147.3
	Intermediate Transportation		57.8		63.2		55.2
	Other		66.9		64.7		51.2
		$	1,135.7	$	1,033.7	$	1,253.7
Gas Markets (Bcf)
	Gas Sales		178.2		168.9		205.8
	End User Transportation		151.7		140.1		145.0
			329.9		309.0		350.8
	Intermediate Transportation		531.9		537.5		586.4
			861.8		846.5		937.2

Intermediate transportation revenues decreased $5.4 million in 1999, and increased $8.0 million in 1998. The 1999 decrease is due to customers shifting volumes from a higher rate to a lower rate transportation route, lower fees generated from tracking the transfer of gas title on MichCon’s transportation system, as well as lower off-system volumes transported of 5.6 Bcf.

20

MANAGEMENT'S DISCUSSION AND ANALYSIS (CONTINUED)

The increase in intermediate transportation revenues in 1998 is due in part to increased fees from tracking the transfer of gas title. Although intermediate transportation revenues increased in 1998, volumes delivered decreased 48.9 Bcf, reflecting lower off-system demand caused by the warmer weather and lower volumes transported for fixed-fee customers. Transportation volumes for fixed-fee customers may fluctuate significantly, however revenues from such customers are not affected. While intermediate transportation volumes are a significant part of total markets, profit margins on this service are considerably less than margins on gas sales or for end user transportation services.

Other operation revenues increased $2.2 million in 1999 and $13.5 million in 1998. The improvement in both periods is due to an increase in late payment fees, appliance maintenance services and other gas-related services. The comparisons are also impacted by unfavorable adjustments in 1997 related to the discontinuance of MichCon’s energy conservation programs.

Cost of Gas
Cost of gas is affected by variations in sales volumes and the cost of purchased gas as well as related transportation costs. Under the Gas Cost Recovery (GCR) mechanism that was in effect through 1998 (Note 8b), MichCon’s sales rates were set to recover all of its reasonably and prudently incurred gas costs. Therefore, fluctuations in cost of gas sold had little effect on gross margins. Under MichCon’s new gas sales program, the gas commodity component of its sales rates is fixed. Accordingly, beginning in 1999, changes in cost of gas sold directly impact gross margins and earnings.

Cost of gas sold increased by $32.4 million in 1999 and decreased by $180.7 million in 1998, primarily as a result of varying weather-driven sales volumes. The increase in 1999 attributable to weather was partially offset by a reduction in gas sales volumes as a result of customers who have chosen to purchase their gas from other suppliers under MichCon’s customer choice program. As previously discussed, MichCon retains margins from these customers by continuing to transport and deliver the gas to the customers’ premises. Cost of gas sold was also impacted by average prices paid, which increased $.02 (1%) per Mcf in 1999, and decreased $.40 (13%) per Mcf in 1998.

Other Operating Expenses
Operation and maintenance expenses increased $13.7 million in 1999 and declined $30.2 million in 1998. The increase in 1999 is attributable to additional computer system support costs associated with MichCon’s new customer information system and higher injuries and damages costs. Operation and maintenance expenses in 1998 benefited from an interstate pipeline company refund. Additionally, both periods reflect management’s continuing efforts to control operating costs. More specifically, 1999 and 1998 reflect lower employee benefit costs, primarily pension and retiree healthcare costs, as well as lower uncollectible gas accounts expense.

MichCon has streamlined its organizational structure over the past several years while increasing its customer base and expanding energy services to customers. MichCon implemented an early retirement program in early 1998 that reduced its net workforce by approximately 6%. The cost of the program and the related savings were largely offsetting in 1998, but the program contributed to lower operating costs in 1999. Since 1996, the number of employees has declined by 350 or 11%, while the number of customers has increased more than 30,000 or 3%.

MichCon’s uncollectible gas accounts expense declined $1.5 million in 1999 and $8.7 million in 1998, reflecting the impact of weather on accounts receivable balances, a more aggressive collection program, as well as the continuation of home heating assistance funding obtained by low-income customers.

21

MANAGEMENT’S DISCUSSION AND ANALYSIS (CONTINUED)

MichCon’s uncollectible gas accounts expense is directly affected by the level of government funded heating assistance its qualifying customers receive. The State of Michigan provides this assistance in the form of Michigan Home Heating Credits that are funded almost exclusively by the Federal Low-Income Home Energy Assistance Program (LIHEAP). Congress approved funding for both the 1998 and 1999 fiscal years at $1.1 billion, compared to funding of $1.0 billion for the 1997 fiscal year. The State of Michigan’s share of LIHEAP funds was increased from $54 million in fiscal year 1998 to $59 million in 1999. MichCon received $12.6 million of these funds in 1999, $.8 million less than in 1998. Home Heating Credits assisted 69,000 MichCon customers in 1999, compared to 73,000 in 1998. During 1999, President Clinton signed an appropriations package that funds LIHEAP at $1.1 billion for fiscal year ending in September 2000. Any future change in LIHEAP funding may impact MichCon’s uncollectible gas accounts expense.

Depreciation and depletion increased by $6.0 million in 1999 and decreased by $10.8 million in 1998. The increase in 1999 reflects higher plant balances resulting from capital expenditures of $135.9 million in 1999 and $153.5 million in 1998. The decrease in 1998 resulted from lower depreciation rates for utility property, plant and equipment that became effective in January 1998. Depreciation on higher plant balances partially offset the 1998 rate decrease.

Property and other taxes decreased $10.2 million in 1999 and $5.3 million in 1998. The decreases for both 1999 and 1998 are attributable to lower property taxes resulting from a 1998 change in the calculation of the value of personal property subject to taxation by local governments. MichCon has pending tax appeals with various local governments to recover excess payments made in 1996 and 1997 based on the revised calculation. This calculation change, coupled with the favorable impact of new valuation tables approved by the Michigan State Tax Commission (STC) in November 1999, are expected to lower MichCon’s personal property taxes by approximately $15 million annually beginning in 2000. Several local governments have taken legal action against the State of Michigan to prevent the STC from implementing the new valuation tables (Note 7a). The decrease in property and other taxes in 1998 was also due to lower Michigan Single Business Taxes resulting from a decrease in taxable income.

Merger Costs of $25.4 million in 1999 reflect legal, consulting, accounting, employee benefit and other expenses associated with the pending merger between MCN and DTE Energy Company (Note 2).

Property write-down of $24.8 million in 1998 reflects the impairment of certain gas gathering properties in northern Michigan (Note 3). As a result of the need to divert certain untreated gas away from the gathering system, a new gas reserve analysis was performed. This analysis revealed that projected cash flows from the gathering system were not sufficient to cover the system’s carrying value. Therefore, an impairment loss was recorded representing the amount by which the carrying value of the system exceeded its estimated fair value.

Other Income and Deductions
Other income and deductions increased $9.5 million in 1999 and decreased $5.9 million in 1998. The other income and deductions comparisons were affected by a 1998 change in minority interest due to the joint venture partners’ share of the write-down of certain gas gathering properties (Note 3). The change in 1999 is also attributable to lower interest income resulting from the repayment of funds loaned to MCN.

Income Taxes
Income taxes increased $20.7 million in 1999 and decreased $9.8 million in 1998. Income tax comparisons were affected by variations in pre-tax earnings and tax credits. Income taxes in 1999 include amounts for the favorable resolution of prior years’ tax issues.

22

MANAGEMENT’S DISCUSSION AND ANALYSIS (CONTINUED)

Outlook
MichCon’s strategy is to expand its role as the preferred provider of natural gas and high-value energy services within Michigan. Accordingly, MichCon’s objectives are to grow its revenues and control its costs in order to deliver strong shareholder returns and provide customers high-quality service at competitive prices. Modest revenue growth will be achieved through initiatives to expand MichCon’s 900 Bcf of gas markets, its 1.2 million residential, commercial and industrial customer base, as well as by providing new energy-related services that capitalize on its expertise, capabilities and efficient systems. Management is continually assessing ways to improve cost competitiveness. Among other cost saving initiatives, MichCon has reduced its net workforce each year since 1992.

The challenges and opportunities resulting from increased competition in the natural gas industry have been a catalyst for MPSC action in the development of major reforms in utility regulation aimed at giving all customers added choices and more price certainty. The overall package of regulatory changes connected with the gas industry restructuring is expected to generate additional revenue and cost savings opportunities. MichCon is positioning itself to respond to changes in regulation and increased competition by reducing its cost of operations while maintaining a safe and reliable system for customers.

MichCon has begun and plans to continue capitalizing on opportunities resulting from the gas industry restructuring. MichCon has implemented its Regulatory Reform Plan, which includes a comprehensive experimental three-year customer choice program designed to offer all sales customers added choices and greater price certainty. The customer choice program began in April 1999, and approximately 70,000 customers chose to purchase natural gas from suppliers other than MichCon. Year two and year three of the program begin April 1 of 2000 and 2001, respectively. The number of customers allowed to participate in the program is limited to 150,000 in 2000 and 225,000 in 2001. There is also a volume limitation on commercial and industrial participants of 20 Bcf in 2000 and 30 Bcf in 2001. MichCon will continue to transport and deliver the gas to the customers’ premises at prices that generate favorable margins. However, these margins will be lower than those generated in 1999 from the sale of gas to such customers.

The Regulatory Reform Plan also suspended the GCR mechanism for customers who continue to purchase gas from MichCon, and fixed the gas commodity component of MichCon’s sales rates at $2.95 per Mcf for the three-year period that began in January 1999. The suspension of the GCR mechanism allows MichCon to profit from its ability to purchase gas at less than $2.95 per Mcf. Prior to 1999, MichCon did not generate earnings on the gas commodity portion of its operations. As part of its gas acquisition strategy, MichCon has entered into fixed-price contracts at costs below $2.95 per Mcf for a substantial portion of its expected gas supply requirements through 2001. This strategy produced favorable margins in 1999 and is likely to continue producing favorable margins through 2001. However, margins are expected to be lower in future years as MichCon’s fixed-price supplies in 2000 and 2001 are at prices higher than those paid in 1999. The level of margins generated from selling gas will also be affected by the number of customers who ultimately choose to purchase gas from suppliers other than MichCon under the three-year customer choice program.

The Plan also encompasses an income sharing mechanism that allows customers to share in profits when actual returns on equity from utility operations exceed predetermined thresholds. Although the Plan increases MichCon’s risk associated with generating margins that cover its gas costs, management believes this Plan will continue to have a favorable impact on earnings.

The State of Michigan is continuing its initiatives designed to give all of Michigan’s natural gas customers added choices and the opportunity to benefit from lower gas costs resulting from competition. Natural gas choice legislation is before the Michigan legislature, and if approved,

23

MANAGEMENT’S DISCUSSION AND ANALYSIS (CONTINUED)

would: (1) give any qualified gas supplier the opportunity to compete; (2) phase in gas choice for all Michigan customers over three to five years; and (3) replace the regulatory gas commodity pricing process with one based on market prices which allow all customers to get the benefits of market-based pricing whether they elect to stay with their utility or choose another gas commodity supplier. Natural gas choice legislation could become effective prior to the end of MichCon’s three-year customer choice program that ends in March 2002, and therefore accelerate the transition to a competitive natural gas market.

As described in Note 8a to the consolidated financial statements, MichCon complies with the provisions of Statement of Financial Accounting Standards (SFAS) No. 71, “Accounting for the Effects of Certain Types of Regulation.” Future regulatory changes or changes in the competitive environment could result in MichCon discontinuing the application of SFAS No. 71 for all or part of its business and would require the write-off of the portion of any regulatory asset or liability that was no longer probable of recovery or refund. If MichCon were to discontinue application of SFAS No. 71 for all of its operations as of December 31, 1999, it would have an extraordinary non-cash increase to net income of approximately $59.9 million. Factors that could give rise to the discontinuance of SFAS No. 71 include (1) increasing competition that restricts MichCon’s ability to establish prices to recover specific costs, and (2) a significant change in the manner in which rates are set by regulators from cost-based regulation to another form of regulation. Based on a current evaluation of the various factors and conditions that are expected to impact future regulation, management believes currently available facts support the continued application of SFAS No. 71.

Environmental Matters
Former manufactured gas plant sites — Prior to the construction of major natural gas pipelines, gas for heating and other uses was manufactured from processes involving coal, coke or oil. MichCon owns, or previously owned, 16 such former manufactured gas plant (MGP) sites.

During the mid-1980s, MichCon conducted preliminary environmental investigations at former MGP sites, and some contamination related to the by-products of gas manufacturing was discovered at each site. The existence of these sites and the results of the environmental investigations have been reported to the Michigan Department of Environmental Quality (MDEQ). None of these former MGP sites is on the National Priorities List prepared by the U.S. Environmental Protection Agency (EPA).

MichCon is involved in an administrative proceeding before the EPA regarding one of the former MGP sites. MichCon has executed an order with the EPA, pursuant to which MichCon is legally obligated to investigate and remediate the MGP site. MichCon is remediating four of the former MGP sites and conducting more extensive investigations at six other former MGP sites. In 1998, MichCon received state closure of one of the former MGP sites. Additionally, the MDEQ has determined with respect to one other former MGP site that MichCon is not a responsible party for the purpose of assessing remediation expenditures. MichCon and the MDEQ are in discussions on whether MichCon is a responsible party for one other former MGP site.

In 1984, MichCon established an $11.7 million reserve for environmental investigation and remediation. During 1993, MichCon received MPSC approval of a cost deferral and rate recovery mechanism for investigation and remediation costs incurred at former MGP sites in excess of this reserve.

MichCon employed outside consultants to evaluate remediation alternatives for these sites, to assist in estimating its potential liabilities and to review its archived insurance policies. The findings of these investigations indicate that the estimated total expenditures for investigation and remediation activities for these sites could range from $30 million to $170 million based on undiscounted 1995 costs. As a result

24

MANAGEMENT'S DISCUSSION AND ANALYSIS (CONTINUED)

of these studies, MichCon accrued an additional liability and a corresponding regulatory asset of $32 million during 1995.

MichCon notified more than 40 current and former insurance carriers of the environmental conditions at these former MGP sites. MichCon concluded settlement negotiations with certain carriers in 1996 and 1997 and has received payments from several carriers. In October 1997, MichCon filed suit against major non-settling carriers seeking recovery of incurred costs and a declaratory judgment of the carriers’ liability for future costs of environmental investigation and remediation costs at former MGP sites. A settlement was reached with a number of carriers with a portion of the payment received in February 2000 and the remaining portion expected by mid-2000. MCN is continuing negotiations with the two remaining insurance carriers.

During 1999, 1998, and 1997, MichCon spent $.7 million, $1.6 million and $.8 million, respectively, investigating and remediating these former MGP sites. At December 31, 1999, the reserve balance is $31.4 million, of which $6.3 million is classified as current. Any significant change in assumptions, such as remediation techniques, nature and extent of contamination and regulatory requirements, could impact the estimate of remedial action costs for the sites and, therefore, have an effect on MichCon’s financial position and cash flows. However, management believes that insurance coverage and the cost deferral and rate recovery mechanism approved by the MPSC will prevent environmental costs from having a material adverse impact on MichCon’s results of operations.

Formerly owned storage field — In 1998, MichCon received written notification from ANR Pipeline Company (ANR) alleging that MichCon has responsibility for a portion of the costs associated with responding to environmental conditions present at a natural gas storage field in Michigan currently owned and operated by an affiliate of ANR. At least some portion of the natural gas storage field was formerly owned by MichCon. MichCon is evaluating ANR’s allegations to determine whether and to what extent, if any, it may have legal responsibility for these costs. Management does not believe this matter will have a material adverse impact on MichCon’s financial statements.

CAPITAL RESOURCES AND LIQUIDITY

Cash and Cash Equivalents (in Millions)		1999			1998			1997
Cash Flow Provided From (Used For):
	Operating activities	$	120.6		$	217.9		$	187.2
	Financing activities		26.5			(39.8	)		(16.2	)
	Investing activities		(144.0	)		(185.8	)		(166.7	)
Net Increase (Decrease) in Cash and Cash Equivalents		$	3.1		$	(7.7	)	$	4.3

Operating Activities
MichCon’s cash flow from operating activities decreased $97.3 million in 1999 and increased $30.7 million in 1998. Both years reflect changes in working capital requirements and higher earnings after adjusting for noncash items (depreciation, the property write-down and deferred taxes).

Financing Activities
MichCon’s cash flow related to financing activities increased $66.3 million in 1999 and decreased $23.6 million in 1998. The increase in 1999 is primarily due to higher short-term borrowings and lower dividends paid to MCN. The decrease in 1998 reflects higher long-term debt repayments. A summary of

25

MANAGEMENT’S DISCUSSION AND ANALYSIS (CONTINUED)

MichCon’s financing strategy to meet working capital requirements, as well as its significant financing activities during the 1997-1999 period follows.

MichCon maintains a relatively consistent amount of cash and cash equivalents through the use of short-term borrowings. Short-term borrowings are normally reduced in the first part of each year as gas inventories are depleted and funds are received from winter heating sales. During the latter part of each year, MichCon’s short-term borrowings normally increase as funds are used to finance increases in gas inventories and customer accounts receivable. To meet its seasonal short-term borrowing needs, MichCon normally issues commercial paper that is backed by credit lines with several banks. MichCon has established credit lines to allow for borrowings of up to $150 million under a 364-day revolving credit facility, and up to $150 million under a three-year revolving credit facility. The 364-day facility expires in July 2000, and the three-year facility expires in July 2001. At December 31, 1999, commercial paper of $235.9 million was outstanding under this program.

During 1999, MichCon issued $110 million of senior secured notes (Note 6a). Proceeds from the issuances were used to refinance long-term debt, short-term obligations and for general corporate purposes. MichCon also repaid $68 million of first mortgage bonds during 1999.

During 1998, MichCon issued $150 million of remarketable debt securities (Note 6a). Proceeds from these issuances were used to retire first mortgage bonds, fund capital expenditures and for general corporate purposes. Also during 1998, MichCon repaid $109.7 million of first mortgage bonds.

During 1997, MichCon issued $85 million of first mortgage bonds. The funds from this issuance were used to retire first mortgage bonds, fund capital expenditures and for general corporate purposes. During 1997, non-utility subsidiaries of MichCon borrowed $40 million under a non-recourse credit agreement that matures in 2005. Proceeds were used to finance the expansion of the northern Michigan gathering system. During 1997, MichCon also repaid $67 million of long-term debt.

As of December 1999, MichCon had an outstanding shelf registration with $140 million remaining to be issued in the form of debt securities.

The following table sets forth the ratings as of December 31, 1999 for securities issued by MichCon:

	Standard				Duff &
	& Poors		Moody's			Phelp's		Fitch
Commercial paper		A2		P1			D1		F1
First mortgage bonds		A-		A2			A+		A
Senior secured notes*		AAA		Aaa			—		AAA

* Ratings based on insurance policy provided by MBIA Insurance Corporation

Investing Activities
MichCon’s cash flow related to investing activities decreased $41.8 million in 1999, and increased $19.1 million in 1998. The comparisons for both years were affected by lower capital expenditures and an investment in a trust.

MichCon’s capital expenditures totaled $135.9 million in 1999 and $153.5 million in 1998, decreases of $17.6 million and $1.7 million from prior years. Capital expenditures primarily represent the construction of new distribution lines to attach new customers, new computer systems and improvements

26

MANAGEMENT’S DISCUSSION AND ANALYSIS (CONTINUED)

to storage, distribution and transmission systems. Capital expenditures for 2000 are expected to total $125 million.

During 1998 and 1997, MichCon invested $28.2 million and $31.3 million, respectively, in a Grantor Trust to meet future cash flow obligations related to certain postretirement healthcare costs.

It is management’s opinion that MichCon will have sufficient capital resources, both internal and external, to meet anticipated capital requirements.

YEAR 2000
As a result of computer programs being written using two digits rather than four digits to define the year, many programs that had time sensitive software had the risk of recognizing a date using “00” as the year 1900 rather than the year 2000. This Year 2000 issue, if not addressed, could have caused computer systems to malfunction, resulting in a material adverse impact on MCN’s operations and business processes.

MichCon, aware of the Year 2000 potential impact, initiated a corporate-wide program in 1997 to have its mission critical business, and measurement and control systems Year 2000 ready. MichCon completed the Year 2000 implementation plan in October 1999 for its mission critical systems and therefore considered these systems Year 2000 ready at that time.

MichCon has experienced no disruptions in its business operations as a result of the Year 2000 issue and has had no significant computer errors related to the Year 2000. The company continues to monitor its computer systems and business operations for Year 2000 complications.

Costs associated with the Year 2000 issue totaled approximately $3.7 million through December 1999. MichCon does not expect to incur any significant future costs as a result of the Year 2000.

This Year 2000 disclosure is a Year 2000 Readiness Disclosure under the “Year 2000 Information and Readiness Disclosure Act.” Therefore, MCN claims the full protections established by the Act.

MARKET RISK INFORMATION
MichCon’s primary market risk arises from fluctuations in interest rates. MichCon manages interest rate risk through the use of various derivative instruments and limits the use of such instruments to hedging activities. If MichCon did not use derivative instruments, its exposure to such risk would be higher. A further discussion of MichCon’s risk management activities is included in Note 11 to the Consolidated Financial Statements. MichCon is subject to interest rate risk in connection with the issuance of variable- and fixed-rate debt. In order to manage interest costs, MichCon uses interest rate swap agreements to exchange fixed- and variable-rate interest payment obligations over the life of the agreements without exchange of the underlying principal amounts. MichCon’s exposure to interest rate risk arises primarily from changes in U.S. Treasury rates and London Inter-Bank Offered Rates (LIBOR).

A sensitivity analysis model was used to calculate the fair values or cash flows of MichCon’s debt and interest rate swaps, utilizing applicable forward interest rates in effect at December 31, 1999. The sensitivity analysis involved increasing and decreasing the forward rates by a hypothetical 10% and calculating the resulting change in the fair values or cash flows of the interest rate sensitive instruments.

27

MANAGEMENT’S DISCUSSION AND ANALYSIS (CONCLUDED)

The results of the sensitivity model calculations follow:

		ASSUMING				ASSUMING
		A 10%				A 10%			FAVORABLE
		INCREASE IN				DECREASE IN			(UNFAVORABLE)
MARKET RISK (in millions)		PRICES/RATES				PRICES/RATES			CHANGE IN
Interest Rate Sensitive:
	Debt
	— fixed rate		$	19.7		$	(19.7	)		Fair Value
	— variable rate		$	(.5	)	$	.5			Cash Flow
	Swaps
	— pay fixed/receive variable		$	.2		$	(.2	)		Fair Value
	— pay variable/receive fixed		$	(1.9	)	$	1.9			Fair Value

NEW ACCOUNTING PRONOUNCEMENTS

In June 1998, the Financial Accounting Standards Board (FASB) issued SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” effective for fiscal years beginning after June 15, 1999. In June 1999, the FASB issued SFAS No. 137, “Accounting for Derivative Instruments and Hedging Activities - Deferral of the Effective Date of FASB Statement No. 133.” SFAS No. 137 changes the effective date of SFAS No. 133 to fiscal years beginning after June 15, 2000.

SFAS No. 133 requires all derivatives to be recognized in the balance sheet as either assets or liabilities measured at their fair value, and sets forth conditions in which a derivative instrument may be designated as a hedge. The Statement requires that changes in the fair value of derivatives be recognized currently in earnings unless specific hedge accounting criteria are met. Special accounting for qualifying hedges allows a derivative’s gains and losses to be recorded to other comprehensive income or to offset related results on the hedged item in earnings.

MichCon manages gas price risk and interest rate risk through the use of various derivative instruments and limits the use of such instruments to hedging activities. The effects of SFAS No. 133 on MichCon’s financial statements are subject to fluctuations in the market value of hedging contracts which are, in turn, affected by variations in gas prices and in interest rates. Accordingly, management cannot quantify the effects of adopting SFAS No. 133 at this time.

28

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK

      Quantitative and Qualitative Disclosures About Market Risk is contained in “Item 7. MD&A — Market Risk Information,” page 27 of this report.

29

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

	Page
Consolidated Statement of Income		31
Consolidated Statement of Financial Position		32
Consolidated Statement of Capitalization		33
Consolidated Statement of Cash Flows		34
Notes to the Consolidated Financial Statements		35
Independent Auditors’ Report		53
Supplementary Financial Information — Quarterly Operating Results (Unaudited)		54
Financial Statement Schedule - Schedule II — Valuation and Qualifying Accounts		55

30

CONSOLIDATED STATEMENT OF INCOME

					Year ended December 31
		1999			1998			1997
(in Thousands)
Operating Revenues   Gas sales		$	907,471		$	823,746		$	1,062,794
	Transportation and storage services (Note 13)		165,245			152,477			147,367
	Other (Note 13)		63,023			57,435			43,518
			1,135,739			1,033,658			1,253,679
Operating Expenses   Cost of gas			483,925			451,529			632,229
	Operation and maintenance (Note 13)		266,104			252,397			282,640
	Depreciation and depletion		98,879			92,883			103,703
	Property and other taxes		45,230			55,438			60,744
	Merger costs (Note 2)		25,429			—			—
	Property write-down (Note 3)		—			24,800			—
			919,567			877,047			1,079,316
Operating Income			216,172			156,611			174,363
Other Income and (Deductions)   Interest income (Note 13)			2,604			5,688			4,659
	Interest on long-term debt		(47,265	)		(44,884	)		(45,526	)
	Other interest expense		(8,626	)		(12,113	)		(8,664	)
	Minority interest (Note 3)		(1,020	)		5,727			(1,882	)
	Equity in earnings of joint ventures		1,976			1,946			1,199
	Other		(1,016	)		(182	)		536
			(53,347	)		(43,818	)		(49,678	)
Income Before Income Taxes			162,825			112,793			124,685
Income Tax Provision (Note 14)			56,489			35,817			45,665
Net Income		$	106,336		$	76,976		$	79,020

The notes to the consolidated financial statements are an integral part of this statement.

31

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

			December 31
			1999		1998
(in Thousands)
ASSETS
	Current Assets
		Cash and cash equivalents	$	9,705	$	6,603
		Accounts receivable, less allowance for doubtful accounts of $17,777 and $8,928, respectively		147,412		142,818
		Accrued unbilled revenues		98,866		86,767
		Gas in inventory (Note 4)		74,150		56,969
		Property taxes assessed applicable to future periods		60,589		71,165
		Other		31,594		30,169
				422,316		394,491
	Deferred Charges and Other Assets
		Investment in and advances to joint ventures		19,115		19,343
		Long-term investments (Notes 10c and 12)		67,210		65,556
		Deferred environmental costs (Notes 7c and 8a)		28,639		28,169
		Prepaid benefit costs (Note 10a)		156,290		113,879
		Other		64,546		59,007
				335,800		285,954
	Property, Plant and Equipment, at cost			2,988,318		2,889,020
		Less — Accumulated depreciation and depletion		1,463,706		1,396,940
				1,524,612		1,492,080
			$	2,282,728	$	2,172,525
LIABILITIES AND CAPITALIZATION
	Current Liabilities
		Accounts payable	$	93,549	$	98,891
		Notes payable (Note 5)		237,785		221,169
		Current portion of long-term debt and capital lease obligations (Notes 6a and 9)		27,984		58,288
		Federal income, property and other taxes payable		71,415		61,059
		Deferred gas cost recovery revenues (Note 8a)		—		14,980
		Exchange gas payable		3,598		25,337
		Customer deposits		17,698		18,769
		Other		64,741		67,222
				516,770		565,715
	Deferred Credits and Other Liabilities
		Deferred income taxes (Note 14)		105,351		88,567
		Unamortized investment tax credit		27,778		29,784
		Tax benefits amortizable to customers (Note 8a)		136,236		130,120
		Accrued environmental costs (Note 7c)		25,068		32,000
		Minority interest		8,716		8,201
		Other		46,398		51,460
				349,547		340,132
	Commitments and Contingencies (Notes 7, 8 and 9)
	Capitalization (see accompanying statement) Long-term debt, including capital lease obligations (Notes 6a, 9 and 11)			680,909		619,835
		Common shareholder’s equity		735,502		646,843
				1,416,411		1,266,678
			$	2,282,728	$	2,172,525

      The notes to the consolidated financial statements are an integral part of this statement.

32

CONSOLIDATED STATEMENT OF CAPITALIZATION

						Year Ended December 31
			1999			1998			1997
(in Thousands)
Long-Term Debt, excluding current requirements (Note 6a) First mortgage bonds, interest payable semi-annually
		6.51% series due 1999	$	—		$	—		$	30,000
		5.75% series due 2001		20,000			40,000			60,000
		8% series due 2002		17,314			17,314			70,000
		6.72% series due 2003		4,150			4,150			4,150
		6.8% series due 2003		15,850			15,850			15,850
		9.125% series due 2004		—			18,000			55,000
		7.15% series due 2006		40,000			40,000			40,000
		7.21% series due 2007		30,000			30,000			30,000
		7.06% series due 2012		40,000			40,000			40,000
		8.25% series due 2014		80,000			80,000			80,000
		7.6% series due 2017		14,932			14,980			14,990
		7.5% series due 2020		29,352			29,641			29,641
		9.5% series due 2021		40,000			40,000			40,000
		6.75% series due 2023		15,982			16,617			17,177
		7% series due 2025		40,000			40,000			40,000
	Remarketable securities, interest payable semi-annually  6.2% series due 2038			75,000			75,000			—
		6.45% series due 2038		75,000			75,000			—
	Senior notes, interest payable quarterly (Note 6a)  6.85% series due 2038			54,863			—			—
		6.85% series due 2039		55,000			—			—
	Long-term capital lease obligations (Note 9)			3,392			4,416			5,344
	Other long-term debt			27,465			36,126			46,190
	Net unamortized premium (discount)			2,609			2,741			(1,235	)
	Total			680,909			619,835			617,107
Common Shareholder’s Equity Common Stock, par value $1 per share - 15,100,000 shares authorized and 10,300,000 shares outstanding for all periods				10,300			10,300			10,300
	Additional Paid-In Capital			230,399			230,399			230,399
	Retained Earnings Balance — beginning of period			406,144			375,325			336,305
		Net income		106,336			76,976			79,020
		Common stock dividends declared		(17,677	)		(46,157	)		(40,000	)
		Balance — end of period		494,803			406,144			375,325
Total common shareholder’s equity				735,502			646,843			616,024
Total capitalization			$	1,416,411		$	1,266,678		$	1,233,131

      The notes to the consolidated Financial Statements are an integral part of this statement.

33

CONSOLIDATED STATEMENT OF CASH FLOWS

								Year Ended December 31
(in Thousands)					1999			1998			1997
Cash Flow From Operating Activities
	Net income				$	106,336		$	76,976		$	79,020
	Adjustments to reconcile net income to net cash flow provided from operating activities
				Depreciation and depletion
				Per statement of income		98,879			92,883			103,703
				Charged to other accounts		8,892			7,946			7,663
				Property write-down, net (Note 3)		—			11,200			—
				Deferred income taxes — current		1,416			(961	)		(3,130	)
				Deferred income taxes and investment tax credit, net		20,894			15,005			10,853
				Other		(823	)		(4,430	)		(679	)
				Changes in assets and liabilities, exclusive of changes shown separately		(115,005	)		19,299			(10,167	)
				Net cash provided from operating activities		120,589			217,918			187,263
Cash Flow From Financing Activities
	Issuance of long-term debt (Note 6a)					106,535			153,052			124,051
	Notes payable, net					16,616			(20,522	)		(23,435	)
	Retirement of long-term debt (Note 6a)					(79,097	)		(126,292	)		(76,854	)
	Dividends paid					(17,500	)		(46,084	)		(40,000	)
				Net cash provided from (used for) financing activities		26,554			(39,846	)		(16,238	)
Cash Flow From Investing Activities
	Capital expenditures					(135,933	)		(153,475	)		(155,208	)
	Other					(8,108	)		(32,347	)		(11,474	)
				Net cash used for investing activities		(144,041	)		(185,822	)		(166,682	)
Net Increase (Decrease) in Cash and Cash Equivalents						3,102			(7,750	)		4,343
Cash and Cash Equivalents, January 1						6,603			14,353			10,010
Cash and Cash Equivalents, December 31					$	9,705		$	6,603		$	14,353
Changes in Assets and Liabilities, Exclusive of Changes Shown Separately
		Accounts receivable, net			$	(6,055	)	$	50,174		$	(43,510	)
		Accrued unbilled revenues				(12,099	)		5,129			15,481
		Accrued/deferred gas cost recovery revenues, net				(14,980	)		27,843			14,810
		Gas in inventory				(17,181	)		(16,768	)		28,008
		Property taxes assessed applicable to future periods				10,576			(6,338	)		(4,235	)
		Prepaid benefit costs, net				(42,411	)		(28,089	)		(16,620	)
		Accounts payable				(5,342	)		(30,617	)		(585	)
		Federal income, property and other taxes payable				10,356			(17,602	)		(6,228	)
		Exchange gas payable				(21,739	)		23,274			2,063
		Other current assets and liabilities, net				(1,701	)		11,191			(2,353	)
		Other deferred assets and liabilities, net				(14,429	)		1,102			3,002
					$	(115,005	)	$	19,299		$	(10,167	)
Supplemental Disclosures
	Cash paid for:
			Interest, net of amounts capitalized		$	58,467		$	56,250		$	52,172
			Federal income taxes		$	25,340		$	27,090		$	46,984

The notes to the consolidated financial statements are an integral part of this statement.

34

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1. SUMMARY OF ACCOUNTING POLICIES

Company Description—Michigan Consolidated Gas Company (MichCon) is a public utility engaged in the distribution and transmission of natural gas in the state of Michigan. MichCon is subject to the accounting requirements of and rate regulation by the Michigan Public Service Commission (MPSC) with respect to the distribution and intrastate transportation of natural gas. The major services provided by MichCon are gas sales, end user transportation and intermediate transportation. MichCon serves more than 1.2 million residential, commercial and industrial customers throughout Michigan. Its principal markets are located in the Detroit, Grand Rapids, Ann Arbor, Traverse City, and Muskegon metropolitan areas. MichCon’s non-regulated operations are not significant. MichCon is an indirect, wholly owned subsidiary of MCN Energy Group Inc. (MCN).

Basis of Presentation—The accompanying consolidated financial statements were prepared in conformity with generally accepted accounting principles. In connection with their preparation, management was required to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and the disclosure of contingent liabilities. Actual results could differ from those estimates. Certain reclassifications have been made to prior years’ statements to conform to the 1999 presentation.

Principles of Consolidation—The consolidated financial statements include the accounts of MichCon and all of its subsidiaries. Investments in 50% or less owned entities have been accounted for under the equity method because MichCon has significant but not controlling influence over these entities.

Revenues and Cost of Gas—MichCon accrues revenues for gas service provided but unbilled at month end. Through December 31, 1998, MichCon’s accrued revenues included a component for cost of gas sold that was recoverable through the gas cost recovery (GCR) mechanism. Prior to 1999, GCR proceedings before the MPSC permitted MichCon to recover the prudent and reasonable cost of gas sold. Beginning in 1999, MichCon implemented a Regulatory Reform Plan, approved by the MPSC. The Plan suspended the GCR mechanism and fixed the gas component of MichCon’s sales rates for a three-year period that began in January 1999 (Notes 8b and 8c). Accordingly, MichCon no longer accrues revenues under this mechanism.

Property, Plant and Equipment—Property, plant and equipment is stated at cost and includes amounts for labor, materials, overhead, and an allowance for funds used during construction. Upon retirement, the cost of property, plant and equipment and net removal costs are charged to accumulated depreciation.

MichCon records depreciation for a major portion of its property, plant and equipment on the basis of straight-line rates prescribed by the MPSC. Unit of production depreciation and depletion is used for certain production and transmission property. Depreciation rates vary by class of property. The ratio of the provision for depreciation to the average cost of depreciable property was 3.5% in 1999 and 1998 and 4.1% in 1997.

35

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Allowance for Funds Used during Construction — MichCon capitalizes an allowance for both debt and equity funds used during construction in the cost of major additions to utility plant. The total amount capitalized was $2,521,000, $4,699,000 and $3,188,000 in 1999, 1998 and 1997, respectively.

Deferred Debt Costs In accordance with MPSC regulations, MichCon defers reacquisition and unamortized issuance costs of reacquired long-term debt when such debt is refinanced. These costs are amortized over the term of the replacement debt.

Income Taxes and Investment Tax Credit — Tax Benefits Amortizable to Customers represents the net revenue equivalent of the difference in property-related accumulated deferred income taxes computed in accordance with Statement of Financial Accounting Standards (SFAS) No. 109, “Accounting for Income Taxes,” as compared to the amounts previously reflected in setting utility rates. This amount is primarily due to current tax rates being lower than the rates in effect when the original deferred taxes were recorded and because of temporary differences, including accumulated investment tax credits, for which deferred income taxes were not previously recorded in setting utility rates. These net tax benefits are being amortized, in accordance with the regulatory treatment, over the life of the related plant as the temporary differences reverse.

Investment tax credits relating to property placed into service were deferred and are being credited to income over the life of the related property.

Consolidated Statement of Cash Flows — For purposes of this statement, MichCon considers all highly liquid investments purchased with a maturity of three months or less, to be cash equivalents.

2. MCN MERGER AGREEMENT WITH DTE ENERGY COMPANY

MCN and DTE Energy Company (DTE) have signed a definitive merger agreement, dated October 4, 1999, under which DTE will acquire all outstanding shares of MCN common stock. The boards of directors and the shareholders of both companies have approved the proposed merger. The transaction is subject to regulatory approvals and other customary merger conditions. The transaction is expected to close in mid-2000 and will be accounted for as a purchase by DTE. The combined company, which will be named DTE Energy Company and headquartered in Detroit, will be the largest electric and gas utility in Michigan.

As a result of the pending merger, MCN incurred merger-related costs of which a portion were allocated to MichCon. Additionally, MichCon directly incurred merger-related costs. The merger-related costs include legal, accounting, consulting, employee benefit and other expenses which had the effect of decreasing 1999 earnings by $25,429,000 pre-tax ($16,530,000 net of taxes).

3. PROPERTY WRITE-DOWN

During 1998, MichCon recorded a $24,800,000 pre-tax ($11,200,000 net of taxes and minority interest) write-down of certain gas gathering properties. An analysis revealed that projected cash flows from the gathering system were not sufficient to cover the system’s carrying value. Therefore, an impairment loss was recorded representing the amount by which the carrying value of the system exceeded its estimated fair value.

36

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

4. GAS IN INVENTORY

Inventory gas is priced on a last-in, first-out (LIFO) basis. At December 31, 1999, the replacement cost exceeded the $74,150,000 LIFO cost by $146,563,000. At December 31, 1998, the replacement cost exceeded the $56,969,000 LIFO cost by $151,381,000.

5. CREDIT FACILITIES AND SHORT-TERM BORROWINGS

At December 31, 1999, MichCon had credit lines permitting borrowings of up to $150,000,000 under a 364-day revolving credit facility and up to $150,000,000 under a three-year revolving credit facility. The 364-day revolving credit facility was renewed in July 1999. The three-year revolving credit facility expires in July 2001. MichCon issues commercial paper in lieu of an equivalent amount of borrowings under these lines of credit. Commercial paper outstanding at December 31, 1999 and 1998 totaled $235,870,000 and $218,447,000 and was at weighted average interest rates of 6.4% and 5.6%, respectively. This debt is classified as short term. Fees are paid to compensate banks for lines of credit.

6. CAPITALIZATION

a. Long-Term Debt
In 1999, MichCon issued $55,000,000 of 6.85% senior secured notes, due June 2038, and $55,000,000 of 6.85% senior secured notes, due June 2039. These notes are “fall-away mortgage” debt and, as such, are secured debt as long as MichCon’s other first mortgage bonds are outstanding and become senior unsecured debt thereafter. The notes are insured by a financial guaranty insurance policy and are rated AAA or its equivalent by the major rating agencies. The notes are redeemable at par on or after June 1, 2004.

In 1999, MichCon redeemed $18,000,000 of 9.125% first mortgage bonds, which were due in September 2004.

In 1998, MichCon issued a total of $150,000,000 of remarketable debt securities with various interest rates. These securities are “fall-away mortgage” debt and are structured such that the interest rates of the issues can be reset at various remarketing dates over the life of the debt. The initial remarketing dates are in June 2003 and 2008. MichCon received option premiums in return for granting options to the underwriters to reset the interest rate for a period of ten years at the initial remarketing dates. The option premiums received, net of financing costs incurred, totaled $3,052,000 and are being amortized to income over the initial interest and corresponding option periods. If the underwriters elect not to exercise their reset options, the securities become subject to the remarketing feature or may be redeemed by MichCon at par. If MichCon and the remarketing agent cannot agree on an interest rate or the remarketing agent is unable to remarket the securities, MichCon will be required to repurchase the securities at their principal amounts.

During 1997, non-utility subsidiaries of MichCon borrowed $40,000,000 under a nonrecourse credit agreement. Under the terms of the agreement, certain alternative variable interest rates are available at the borrowers’ option during the life of the agreement. Quarterly principal payments commenced in 1997, with a final installment due November 2005. The loan is secured by a pledge of stock of the borrowers and a security interest in certain of their assets. MichCon may be required to support the credit agreement through limited capital contributions to the subsidiaries if certain cash flow and operating targets are not met. At December 31, 1999 and 1998, $21,900,000 and $29,200,000 were outstanding at weighted average interest rates of 6.6% and 5.8%, respectively.

37

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

MichCon has variable interest rate swap agreements with notional principal amounts aggregating $92,000,000 in connection with its first mortgage bonds. Swap agreements of $40,000,000 through May 2002 have reduced the average cost of the related debt from 7.3% to 5.9% for the year ended December 31, 1999. Swap agreements of $40,000,000 through May 2005 have reduced the average cost of the related debt from 7.1% to 5.5% for the year ended December 31, 1999. Swap agreements of $12,000,000 through April 2000 have reduced the average cost of the related debt from 8.3% to 4.1% for the year ended December 31, 1999. A non-utility subsidiary of MichCon has an interest rate swap agreement on the $12,333,000 outstanding balance of its project loan agreement at December 31, 1999 that effectively fixes the interest rate at 7.5% through February 2003.

Substantially all of the net utility properties of MichCon, totaling approximately $1,243,000,000, are pledged as security for the payment of outstanding first mortgage bonds.

Maturities and sinking fund requirements during the next five years for long-term debt outstanding at December 31, 1999 are $26,960,000 in 2000, $26,560,000 in 2001, $23,674,000 in 2002, $25,960,000 in 2003, and $5,560,000 in 2004.

b. Cumulative Preferred and Preference Stock
MichCon is authorized to issue 7,000,000 shares of $1 per share par value preferred stock and 4,000,000 shares of $1 per share par value preference stock. At December 31, 1999, no issuances of preferred or preference stock were made under these authorizations.

7. COMMITMENTS AND CONTINGENCIES

a. Personal Property Taxes
In 1998, MichCon began filing its personal property tax information with local governments that reflected a change in the calculation of the value of personal property subject to taxation. The revised calculation excludes intangible costs from the value of personal property. A number of local governments have accepted the revised calculation, and MichCon recorded lower property tax expense in 1999 and 1998 associated with the accepting governments. MichCon has also filed appeals to recover excess payments made in 1996 and 1997 based on the revised calculation. MichCon has pending tax appeals with local governments that have not accepted the revised calculation.

Additionally, MichCon and other Michigan utilities have asserted that Michigan’s valuation tables result in the substantial overvaluation of utility personal property. Valuation tables are used to estimate the reduction in value of personal property based on the property’s age. In November 1999, the Michigan State Tax Commission (STC) approved new valuation tables that more accurately recognize the value of utilities’ personal property. The new tables are effective in 2000 and are expected to significantly reduce MichCon’s property taxes. Based on past practice, MichCon expects to settle pending tax appeals with local governments by applying the new tables retroactively, a solution supported in the past by the STC.

Several local governments have taken legal action against the State of Michigan to prevent the STC from implementing the new valuation tables. MichCon’s future results of operations could be significantly affected if the valuation tables are not upheld in court or MichCon is unsuccessful in its appeals.

b. Guaranty
A subsidiary of MichCon and an unaffiliated corporation have formed a series of partnerships engaged in the construction and development of a residential community on the Detroit riverfront (Harbortown). One

38

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

of the partnerships obtained $12,000,000 of tax-exempt financing due June 2004 through the Michigan State Housing Development Authority. Both partners and their parent corporations have issued guaranties for the full amount of this financing, and each parent corporation has agreed to reimburse the other for 50% of any payments made as a result of these guaranties.

c. Environmental Matters
Former manufactured gas plant sites — Prior to the construction of major natural gas pipelines, gas for heating and other uses was manufactured from processes involving coal, coke or oil. MichCon owns, or previously owned, 16 such former manufactured gas plant (MGP) sites.

During the mid-1980s, MichCon conducted preliminary environmental investigations at former MGP sites, and some contamination related to the by-products of gas manufacturing was discovered at each site. The existence of these sites and the results of the environmental investigations have been reported to the Michigan Department of Environmental Quality (MDEQ). None of these former MGP sites is on the National Priorities List prepared by the U.S. Environmental Protection Agency (EPA).

MichCon is involved in an administrative proceeding before the EPA regarding one of the former MGP sites. MichCon has executed an order with the EPA, pursuant to which MichCon is legally obligated to investigate and remediate the MGP site. MichCon is remediating four of the former MGP sites and is conducting more extensive investigations at six other former MGP sites. In 1998, MichCon received state closure of one of the former MGP sites. Additionally, the MDEQ has determined with respect to one other former MGP site that MichCon is not a responsible party for the purpose of assessing remediation expenditures. MichCon and the MDEQ are in discussions on whether MichCon is a responsible party for one other former MGP site.

In 1984, MichCon established an $11,700,000 reserve for environmental investigation and remediation. During 1993, MichCon received MPSC approval of a cost deferral and rate recovery mechanism for investigation and remediation costs incurred at former MGP sites in excess of this reserve.

MichCon employed outside consultants to evaluate remediation alternatives for these sites, to assist in estimating its potential liabilities and to review its archived insurance policies. The findings of these investigations indicate that the estimated total expenditures for investigation and remediation activities for these sites could range from $30,000,000 to $170,000,000 based on undiscounted 1995 costs. As a result of these studies, MichCon accrued an additional liability and a corresponding regulatory asset of $32,000,000 during 1995.

MichCon notified more than 40 current and former insurance carriers of the environmental conditions at these former MGP sites. MichCon concluded settlement negotiations with certain carriers in 1996 and 1997 and has received payments from several carriers. In October 1997, MichCon filed suit against major non-settling carriers seeking recovery of incurred costs and a declaratory judgment of the carriers’ liability for future costs of environmental investigation and remediation costs at former MGP sites. A settlement was reached with a number of carriers, with a portion of the payment received in February 2000 and the remaining portion expected by mid-2000. MichCon is continuing negotiations with the two remaining insurance carriers.

During 1999, 1998 and 1997, MichCon spent $724,000, $1,649,000 and $835,000, respectively, investigating and remediating these former MGP sites. At December 31, 1999, the reserve balance was $31,368,000, of which $6,300,000 was classified as current. Any significant change in assumptions, such as

39

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

remediation techniques, nature and extent of contamination and regulatory requirements, could impact the estimate of remedial action costs for the sites and, therefore, have an effect on MichCon’s financial position and cash flows. However, management believes that insurance coverage and the cost deferral and rate recovery mechanism approved by the MPSC will prevent environmental costs from having a material adverse impact on MichCon’s results of operations.

Formerly owned storage field — In 1998, MichCon received written notification from ANR Pipeline Company (ANR), alleging that MichCon has responsibility for a portion of the costs associated with responding to environmental conditions present at a natural gas storage field in Michigan currently owned and operated by an affiliate of ANR. At least some portion of the natural gas storage field was formerly owned by MichCon. MichCon is evaluating ANR’s allegations to determine whether and to what extent, if any, that MichCon may have legal responsibility for these costs. Management does not believe this matter will have a material adverse impact on MichCon’s financial statements.

d. Commitments
MichCon has entered into long-term purchase and transportation contracts with various suppliers and producers. In general, purchases are under fixed price and volume contracts. MichCon has firm purchase commitments through 2002 for approximately 296 Bcf of gas. MichCon expects that sales, based on warmer-than-normal weather, will approximate its minimum purchase commitments. MichCon has long-term transportation contracts with various pipeline companies expiring on various dates through the year 2011. MichCon is committed to pay demand charges of approximately $42,900,000 during 2000 related to firm transportation agreements.

Capital investments for 2000 are expected to approximate $125,000,000 and certain commitments have been made in connection with such capital investments.

e. Other
MichCon is involved in certain legal and administrative proceedings before various courts and governmental agencies concerning claims arising in the ordinary course of business. These proceedings include certain contract disputes between MichCon and gas producers. Management cannot predict the final disposition of such proceedings, but believes that adequate provision has been made for probable losses. It is management’s belief, after discussion with legal counsel, that the ultimate resolution of those proceedings still pending will not have a material adverse effect on MichCon’s financial statements.

8. REGULATORY MATTERS

a. Regulatory Assets and Liabilities
MichCon’s operations are subject to the provisions of SFAS No. 71, “Accounting for the Effects of Certain Types of Regulation.” As a result, several regulatory assets and liabilities are recorded in MichCon’s financial statements. Regulatory assets represent costs that will be recovered from customers through the ratemaking process. Regulatory liabilities represent benefits that will be refunded to customers through reduced rates.

40

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The following regulatory assets and liabilities were reflected in the Consolidated Statement of Financial Position as of December 31:

(in Thousands)		1999		1998
Regulatory Assets:
	Deferred environmental costs (Note 7c)	$	28,639	$	28,169
	Unamortized loss on retirement of debt		15,241		15,548
	Other		247		196
		$	44,127	$	43,913
Regulatory Liabilities:
	Tax benefits amortizable to customers	$	136,236	$	130,120
	Deferred gas cost recovery revenues		—		14,980
	Other		88		—
		$	136,324	$	145,100

MichCon currently has regulatory precedents and orders in effect which provide for the probable recovery or refund of its regulatory assets and liabilities. Future regulatory changes or changes in the competitive environment could result in MichCon discontinuing the application of SFAS No. 71 for all or part of its business and require the write-off of the portion of any regulatory asset or liability which was no longer probable of recovery or refund. If MichCon were to have discontinued the application of SFAS No. 71 for all of its operations as of December 31, 1999, it would have had an extraordinary, non-cash increase to net income of approximately $59,900,000. Management believes that currently available facts support the continued application of SFAS No. 71.

b. Regulatory Reform Plan
In April 1998, the MPSC approved MichCon’s Regulatory Reform Plan and MichCon implemented the Plan in January 1999. The Plan includes a new three-year gas sales program under which MichCon’s gas sales rates include a gas commodity component that is fixed at $2.95 per thousand cubic feet (Mcf). As part of its gas acquisition strategy, MichCon has entered into fixed-price contracts at costs below $2.95 per Mcf for a substantial portion of its expected gas supply requirements through 2001.

The Plan also includes a comprehensive experimental three-year customer choice program, which is subject to annual caps on the level of participation. The customer choice program began in April 1999, with approximately 70,000 customers choosing to purchase natural gas from suppliers other than MichCon. Plan years begin April 1 of each year, and the number of customers allowed to participate in the plan was limited to 75,000 in 1999 and is limited to 150,000 in 2000 and 225,000 in 2001. There is also a volume limitation on commercial and industrial participants. The volume limitation for these participants was 10 Bcf in 1999 and is 20 Bcf in 2000 and 30 Bcf in 2001. MichCon will continue to transport and deliver the gas to the customers’ premises at prices that generate favorable margins. Various parties have challenged the MPSC’s approval of the plan. While management believes the plan will be upheld, there can be no assurance as to the outcome.

c. Proposed Legislation
The State of Michigan is continuing its initiatives designed to give all of Michigan’s natural gas customers added choices and the opportunity to benefit from lower gas costs resulting from competition. Natural gas choice legislation is before the Michigan legislature and, if approved,

41

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

would: (1) give any qualified gas supplier the opportunity to compete; (2) phase in gas choice for all Michigan customers over three to five years; and (3) replace the regulatory gas commodity pricing process with one based on market prices that allows all customers to get the benefits of market-based pricing whether they elect to stay with their utility or choose another gas commodity supplier. Natural gas choice legislation could become effective prior to the end of MichCon’s three-year customer choice program that ends in March 2002, and therefore accelerate the transition to a competitive natural gas market.

d. Gas Cost Recovery Proceedings
Prior to January 1999, the GCR mechanism allowed MichCon to recover its cost of gas sold if the MPSC determined that such costs were reasonable and prudent. An annual GCR reconciliation proceeding provided a review of gas costs incurred during the previous year and determined whether gas costs had been overcollected or undercollected and, as a result, whether a refund or surcharge, including interest, was required to be returned to or collected from GCR customers. The GCR process was suspended with the implementation of MichCon’s Regulatory Reform Plan in January 1999.

In February 1999, MichCon filed its final GCR reconciliation case covering gas costs incurred during 1998, which indicates an overrecovery of $18,000,000, including interest. Management believes that 1998 gas costs were reasonable and prudent and that the MPSC should approve the gas costs incurred. However, management cannot predict the outcome of this proceeding. During the first quarter of 1999, MichCon refunded the overrecovery to customers as a reduction in gas sales rates.

e. Other Rate Matters
In March 2000, several shippers on MichCon’s northern Michigan gathering system filed a complaint with the MPSC requesting that the commission issue an order reducing the rate charged for Antrim gas transportation services from 9 cents to approximately 3.9 to 3.1 cents per Mcf. The complaint also requests refunds of approximately $21,000,000 for prior periods during which that rate has been in effect. Management believes that the commission has no legal authority to order refunds associated with prior periods. The shippers allege that without the reduced transportation rate, MichCon would overcollect approximately $28,500,000 over the next six years. While any complaint about rates could result in a commission ordered reduction in rates, management’s preliminary assessment of the complaint is that it is without merit.

9. CAPITAL AND OPERATING LEASES

MichCon leases certain property (principally a warehouse, office building and parking structure) under capital lease arrangements expiring at various dates to 2006, with renewal options extending beyond that date. Portions of the office building and parking structure are subleased to various tenants. Long-term capital lease obligations are not significant.

Operating lease payments for the years ended December 31, 1999, 1998 and 1997 were $2,073,000, $2,050,000 and $2,015,000 respectively.

42

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

10. RETIREMENT BENEFITS AND TRUSTEED ASSETS

a. Pension Plan Benefits

MichCon participates in separate defined benefit retirement plans for union and nonunion employees which are maintained by MCN. The plans are noncontributory, cover substantially all employees and provide for normal retirement at age 65, but with the option to retire earlier or later under certain conditions. The plans provide pension benefits that are based on each employee’s compensation and years of credited service. Currently these plans meet the full funding limitations of the Internal Revenue Code. Accordingly, no contributions for the 1999, 1998 or 1997 plan years were made.

      Net pension credit for the years ended December 31 includes the following components:

(in Thousands)		1999			1998			1997
Service Cost		$	11,686		$	9,719		$	9,406
Interest Cost			34,764			36,195			34,408
Expected Return on Plan Assets			(78,489	)		(71,780	)		(61,615	)
Amortization of:
	Net gain		(5,263	)		(6,479	)		(5,177	)
	Prior service cost		1,711			1,031			(163	)
	Net transition asset		(4,821	)		(4,938	)		(4,993	)
Special Termination Benefits			—			5,054			—
Settlements			(1,999	)		(6,935	)		(3,250	)
Net Pension Credit		$	(42,411	)	$	(38,133	)	$	(31,384	)

43

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The following table sets forth a reconciliation of the obligations, assets and funded status of the plans as well as the amounts recognized as prepaid pension cost in the Consolidated Statement of Financial Position:

(in Thousands)		1999			1998
Measurement Date			October 31			October 31
Accumulated Benefit Obligation at the End of the Period		$	413,415		$	441,296
Projected Benefit Obligation at the Beginning of the Period		$	534,836		$	465,098
Service Cost			11,686			9,719
Interest Cost			34,764			36,195
Plan Amendments			—			22,564
Actuarial (Gain) Loss			(67,795	)		45,200
Special Termination Benefits			—			5,054
Settlements Due to Lump Sums			(5,469	)		(20,639	)
Regular Benefits			(29,400	)		(28,355	)
Projected Benefit Obligation at the End of the Period		$	478,622		$	534,836
Plan Assets at Fair Value at the Beginning of the Period		$	872,390		$	814,548
Actual Return on Plan Assets			90,614			102,153
Settlements Due to Lump Sums			(1,310	)		(15,956	)
Regular Benefits			(29,400	)		(28,355	)
Plan Assets at Fair Value at the End of the Period		$	932,294		$	872,390
Funded Status of the Plans		$	453,672		$	337,554
Unrecognized:
	Net gain		(291,309	)		(214,328	)
	Prior service cost		17,587			19,298
	Net transition asset		(23,660	)		(28,645	)
Prepaid Pension Cost		$	156,290		$	113,879

In determining the actuarial present value of the projected benefit obligation, the weighted average discount rate was 7.5%, 6.5% and 7.5% for 1999, 1998 and 1997, respectively. The rate of increase in future compensation levels used was 5% for 1999, 1998 and 1997. The expected long-term rate of return on plan assets, which are invested primarily in equity and fixed income securities, was 9.5% for both 1999 and 1998 and 9.25% for 1997.

In 1998, MichCon implemented an early retirement program under which approximately 6% of its workforce retired in 1998 with incentives. The program increased the projected benefit obligation and 1998 pension costs by $5,054,000.

MichCon also sponsors defined contribution retirement savings plans. Participation in one of these plans is available to substantially all union and nonunion employees. MichCon matches employee contributions up to certain predefined limits based upon salary and years of credited service. The cost of these plans was $4,700,000 in 1999, $4,800,000 in 1998, and $5,200,000 in 1997.

44

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

b. Other Postretirement Benefits

MichCon provides certain healthcare and life insurance benefits for retired employees who may become eligible for these benefits if they reach retirement age while working for MichCon. These benefits are being accounted for under SFAS No. 106, “Employers’ Accounting for Postretirement Benefits Other Than Pensions,” which requires the use of accrual accounting. Upon adoption of SFAS No. 106, MichCon deferred its 1993 postretirement costs in excess of claims paid (including the amortization of the initial transition obligation) until 1994, when new rates to recover such costs became effective.

MichCon’s policy is to fund certain trusts to meet its postretirement benefit obligations. Separate qualified Voluntary Employees’ Beneficiary Association (VEBA) trusts exist for union and nonunion employees. There were no contributions made to the VEBA trusts in 1999. Funding to the VEBA trusts totaled $2,000,000 and $6,500,000 in 1998 and 1997, respectively. The expected long-term rate of return on plan assets that are invested in life insurance policies, equity securities and fixed income securities, was 9.8% for both 1999 and 1998 and 9.1% for 1997.

      Net postretirement cost for the years ended December 31 includes the following components:

(in Thousands)		1999			1998			1997
Service Cost		$	4,272		$	3,699		$	4,094
Interest Cost			16,180			16,423			17,430
Expected Return on Plan Assets			(14,788	)		(13,482	)		(11,026	)
Amortization of:
	Net gain		(4,484	)		(5,684	)		(4,872	)
	Net transition obligation		12,702			12,702			13,391
Special Termination Benefits			—			1,186			—
Total Postretirement Cost			13,882			14,844			19,017
Regulatory Adjustment			—			—			4,863
Net Postretirement Cost		$	13,882		$	14,844		$	23,880

45

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The following table sets forth a reconciliation of the obligations, assets and funded status of the plans as well as the amounts recorded as accrued postretirement cost in the Consolidated Statement of Financial Position:

(in Thousands)		1999			1998
Measurement Date			October 31			October 31
Accumulated Postretirement Benefit Obligation at the Beginning of the Period		$	248,937		$	223,124
Service Cost			4,272			3,699
Interest Cost			16,180			16,423
Plan Amendments			—			(8,269	)
Actuarial (Gain) Loss			(6,691	)		24,320
Special Termination Benefits			—			1,186
Benefits Paid			(12,315	)		(11,546	)
Accumulated Postretirement Benefit Obligation at the End of the Period		$	250,383		$	248,937
Plan Assets at Fair Value at the Beginning of the Period		$	173,148		$	151,645
Actual Return on Plan Assets			26,103			25,677
Company Contributions			2,000			6,500
Regular Benefits			(11,720	)		(10,674	)
Plan Assets at Fair Value at the End of the Period		$	189,531		$	173,148
Funded Status of the Plans		$	(60,852	)	$	(75,789	)
Unrecognized:
	Net gain		(128,743	)		(116,191	)
	Net transition obligation		175,305			188,026
Contributions Made After Measurement Date			—			2,000
Regular Benefits Made After Measurement Date			—			(11,720	)
Accrued Postretirement Liability		$	(14,290	)	$	(13,674	)

The rate at which healthcare costs are assumed to increase is the most significant factor in estimating MichCon’s postretirement benefit obligation. MichCon used a rate of 8% for 2000, and a rate that gradually declines each year until it stabilizes at 5% in 2005. A one percentage point increase in the assumed rates would increase the accumulated postretirement benefit obligation at December 31, 1999 by $33,559,000 (13%) and increase the sum of the service and interest rate cost by $3,293,000 (16%) for the year then ended. A one percentage point decrease in the assumed rates would decrease the accumulated postretirement benefit obligation at December 31, 1999 by $29,320,000 (12%) and decrease the sum of the service and interest rate cost by $2,838,000 (14%) for the year then ended.

      The discount rate used in determining the accumulated postretirement benefit obligation was 7.5%, 6.5% and 7.5% for 1999, 1998 and 1997, respectively.

46

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

In 1998, MichCon implemented an early retirement program under which approximately 6% of its workforce retired in 1998 with incentives. The program increased the postretirement benefit obligation and 1998 postretirement costs by $1,186,000.

c. Grantor Trust

During 1998 and 1997, MichCon contributed $28,200,000 and $31,300,000 to a Grantor Trust, respectively, which invested such proceeds in life insurance contracts and income securities. MichCon did not make a contribution in 1999. Employees and retirees have no right, title or interest in the assets of the Grantor Trust, and MichCon can revoke such trust subject to providing the MPSC with prior notification.

11. RISK MANAGEMENT ACTIVITIES AND DERIVATIVE FINANCIAL INSTRUMENTS

a. Natural Gas Price Hedging
As part of its gas acquisition strategy, MichCon has entered into firm-price contracts for a substantial portion of its expected gas supply requirements through 2001. During 1999, MichCon used natural gas swap agreements to manage its exposure to the risk of market price fluctuations on variable-priced gas purchase commitments, which effectively fixed the commodity rate portion of such commitments. If MichCon did not use the natural gas swap agreements, its exposure to such risk would have been higher. Although this strategy reduced MichCon’s risk, it also limited potential gains from favorable changes in gas prices.

Changes in the market value of the swap agreements were deferred and included in inventory costs until the hedged transaction was completed, at which time the realized gain or loss was included in the cost of gas. As of December 31, 1999, MichCon did not have any swap contracts. As of December 31, 1998, MichCon’s deferred loss from swap contracts was $3,313,000.

b. Interest Rate Hedging
In order to manage interest costs, MichCon uses interest rate swap agreements to exchange fixed- and variable-rate interest payment obligations over the life of the agreements without exchange of the underlying principal amounts. Interest rate swaps are subject to market risk as interest rates fluctuate. The difference to be received or paid on these agreements is accrued and recorded as an adjustment to interest expense over the life of the agreements. The fair value of the swap agreements and changes in the fair value as a result of changes in market interest rates are not recognized in the financial statements. In the event of an interest rate swap termination, any associated gains and losses would be deferred and amortized as an adjustment to interest expense related to the debt over the remaining term of the original contract life of the terminated swap agreement. In the event of an early extinguishment of a designated debt obligation, unrealized gains and losses would be included in income, unless the swap agreement is redesignated as a hedge of another outstanding debt obligation with similar characteristics and qualifies for hedge accounting.

At December 31, 1999, MichCon had interest rate swap agreements with notional principal amounts totaling $104,333,000 (Note 6a) and a weighted average remaining life of 3.3 years. At December 31, 1998, the notional principal amounts of outstanding interest rate swaps totaled $106,100,000. The notional principal amounts are used solely to calculate amounts to be paid or received under the interest rate swap agreements and approximate the principal amount of the underlying debt being hedged.

47

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

12. FAIR VALUE OF FINANCIAL AND OTHER SIMILAR INSTRUMENTS

MichCon has estimated the fair value of its financial instruments using available market information and appropriate valuation methodologies. Considerable judgment is required in developing the estimates of the fair value of financial instruments and, therefore, the values are not necessarily indicative of the amounts that MichCon could realize in a current market exchange. The carrying amounts of certain financial instruments, such as notes payable, customer deposits and notes receivable, approximate fair value.

      The carrying amount and fair value of other financial instruments consist of the following:

			1999					1998
			Carrying		Estimated			Carrying			Estimated
(in Thousands)			Amount		Fair Value			Amount			Fair Value
Assets:
	Long-term investments		$	67,210	$	67,210		$	65,556		$	65,556
Liabilities and Shareholder’s Equity:
	Long-term debt, excluding capital lease obligations			677,517		651,080			615,419			668,063
Derivative Financial Instruments:
	Natural gas swaps:     with unrealized losses			—		—			(3,313	)		(3,313	)
	Interest rate swaps:     with unrealized gains			—		165			—			6,340
		with unrealized losses		—		(173	)		—			(696	)

      The fair values are determined based on the following:

• Long-term investments — carrying amount approximates fair value taking into consideration interests rates available to MichCon for investments with similar provisions.

• Long-term debt — interest rates available to MichCon for issuance of debt with similar terms and remaining maturities.

• Natural gas and interest rate swaps — estimated amounts that MichCon would receive or pay to terminate the swap agreements, taking into account current gas prices, interest rates and the credit-worthiness of the counterparties.

• Guaranty — management is unable to practicably estimate the fair value of the Harbortown guaranty (Note 7b) due to the nature of the transaction.

The fair value estimates presented herein are based on information available to management as of December 31, 1999 and 1998. Management is not aware of any subsequent factors that would significantly affect the estimated fair value amounts.

48

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

13. RELATED PARTY TRANSACTIONS

MichCon enters into transactions with affiliated companies to provide transportation and storage services. Under a service agreement with MCN, MichCon receives various tax, financial and legal services and provides construction, engineering, human resources, information technology and other services. The following is a summary of transactions with affiliated companies:

(in Thousands)		1999		1998		1997
Revenues:
	Transportation and storage services	$	13,810	$	11,566	$	14,744
	Other services		6,057		6,820		1,774
	Interest revenue		390		1,502		—
Costs:
	Corporate expenses, merger costs and other services		30,809		10,634		20,179

MichCon’s accounts receivable from affiliated companies totaled $11,509,000 and $21,640,000, and accounts payable to affiliated companies totaled $18,850,000 and $11,501,000 at December 31, 1999 and 1998, respectively.

MichCon is a participant in an intercompany credit agreement whereby it can borrow needed cash from and loan available cash to MCN and its subsidiaries. The outstanding balance of notes receivable from affiliated companies at December 31, 1999 was $7,946,000 with interest at the prime rate of 8.5%. The outstanding balance of notes receivable from affiliated companies at December 31, 1998 was $3,249,000 with interest at the prime rate of 7.75%. The outstanding balance of notes payable to affiliated companies at December 31, 1999 was $40,000. MichCon had no outstanding balance of notes payable to affiliated companies at December 31, 1998.

49

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

14. SUMMARY OF INCOME TAXES

MichCon is part of the consolidated federal income tax return of MCN. The federal income tax expense for MichCon and its subsidiaries is determined on an individual company basis with no allocation of tax benefits or expenses from other affiliates of MCN.

(in Thousands)			1999			1998			1997
Effective Federal Income Tax Rate				34.4	%		31.5	%		36.4	%
Income Taxes Consist of:
	Current provision		$	34,180		$	27,768		$	37,901
	Deferred provision			24,316			11,010			9,607
	Investment tax credits			(2,007	)		(2,961	)		(1,843	)
			$	56,489		$	35,817		$	45,665
Reconciliation Between Statutory and Actual Income Taxes:
Statutory Federal Income Taxes at a Rate of 35%			$	56,989		$	39,477		$	43,640
Adjustments to Federal Tax Expense:
		Book over tax depreciation		2,018			1,071			5,301
		Adjustments to taxes provided in prior periods		850			1,080			300
		Investment tax credits		(2,007	)		(2,961	)		(1,843	)
		Other — net		(1,361	)		(2,850	)		(1,733	)
			$	56,489		$	35,817		$	45,665

Deferred tax assets and liabilities are recognized for the estimated future tax effect of temporary differences between the tax basis of assets or liabilities and the reported amounts in the financial statements. Deferred tax assets and liabilities are classified as current or noncurrent according to the classification of the related assets or liabilities.

50

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

      The tax effect of temporary differences that gave rise to MichCon’s deferred tax assets and liabilities consisted of the following:

(in Thousands)		1999		1998
Deferred Tax Assets:
	Employee benefits	$	8,039	$	5,406
	Uncollectibles		6,222		3,125
	Vacation accrual		2,362		2,259
	Postretirement benefits		5,424		5,394
	Other		1,227		1,351
			23,274		17,535
Deferred Tax Liabilities:
	Depreciation and other property related basis differences, net		54,202		51,965
	Pensions		52,755		37,911
	Property taxes		18,005		13,360
	Gas cost recovery undercollection		—		57
	Other		14,330		12,060
			139,292		115,353
Net Deferred Tax Liability			116,018		97,818
Less: Net Deferred Tax Liability-Current			10,667		9,251
Net Deferred Tax Liability-Noncurrent		$	105,351	$	88,567

15. STOCK INCENTIVE PLAN

MCN’s Stock Incentive Plan authorizes the use of performance units, stock options, restricted stock or other stock-related awards to key employees, primarily management. Stock-based awards encourage a strategic focus of long-term performance and have high employee retention value. Prior to 1999, MichCon’s policy was to issue all stock based awards in the form of performance units. In February 1999, MichCon revised its policy whereby 50% of any stock-related awards will be in the form of stock options. The remaining 50% of any awards will continue to be in the form of performance units. Pending the results of the proposed merger, no awards will be made under the Plan in 2000.

During 1999, 1998 and 1997, MichCon granted 47,080, 125,016 and 102,750 performance units, respectively, with a weighted-average grant date fair value of $17.25, $37.00 and $31.00 per unit, respectively. The performance units are denominated in shares of MCN common stock. Under the terms of the Plan, the initial number of performance units granted is based on total shareholder return relative to the peer group during the previous three-year period. Participants receive dividend equivalents on the units granted. The initial grants are adjusted upward or downward based on total shareholder return relative to the peer group for the subsequent three-year period. The final awards are then payable in shares of common stock or can be deferred. Participants must retain 50% of any common shares paid until certain stock ownership guidelines are met. The deferred units must be retained by the participants until their employment with MichCon ceases.

In February 1999, MichCon granted 356,125 stock options with a grant date fair value of $2.67 per option. Each

51

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

option allows the participant to purchase one share of MCN common stock at $17.25, which was the market price of MCN’s common shares on the grant date. The options were set to vest ratably over the three years following date of grant and expire in the tenth year following date of grant. During 1999, 28,875 options were forfeited and no options were exercised resulting in 327,250 options outstanding at December 31, 1999.

MichCon accounts for stock-based compensation awards under the fair value-based method as prescribed under SFAS No. 123, “Accounting for Stock-Based Compensation.” Accordingly, the costs of performance units and stock options awarded, generally measured at their fair value on the grant date, are recorded as compensation expense over their vesting period.

As a result of MCN shareholders’ approving the pending merger with DTE (Note 2) on December 20, 1999, provisions of the Stock Incentive Plan provided for the immediate vesting of all performance units and stock options outstanding. The performance unit grants outstanding vested at no less than 100%, and were based on MCN’s total shareholder return relative to its peer group at the date of the shareholders’ vote. Subject to the stock ownership guidelines, participants had a one-time choice to have the value of their options and performance units paid in cash at a weighted value of $25.12. Accordingly, MichCon adjusted 1999 compensation expense to reflect the December 1999 value and the accelerated vesting of awards outstanding.

Stock-based compensation cost recognized during 1999 for all awards outstanding totaled $8,692,000. A stock-based compensation benefit of $1,493,000 was recognized during 1998 for all awards outstanding as a result of a reduction in the number of performance units expected to vest. Stock-based compensation cost recognized during 1997 totaled $7,430,000.

52

INDEPENDENT AUDITORS’ REPORT

Michigan Consolidated Gas Company:

      We have audited the accompanying consolidated statements of financial position of Michigan Consolidated Gas Company and subsidiaries (the “Company”) as of December 31, 1999 and 1998, and the related consolidated statements of income, cash flows and capitalization for each of the three years in the period ended December 31, 1999. Our audits also included the consolidated financial statement schedule listed in Item 8. These financial statements and the financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on the financial statements and financial statement schedule based on our audits.

      We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

      In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 1999 and 1998, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 1999 in conformity with generally accepted accounting principles. Also, in our opinion, such consolidated financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information shown therein.

Deloitte & Touche LLP
Detroit, Michigan
March 21, 2000

53

SUPPLEMENTARY FINANCIAL INFORMATION

Quarterly Operating Results (Unaudited)

      Due to the seasonal nature of MichCon’s business, revenues and net income tend to be higher in the first and fourth quarters of the calendar year.

	First		Second		Third			Fourth
	Quarter		Quarter		Quarter			Quarter
(Thousands of Dollars)
1999
Operating Revenue	$	498,090	$	185,555	$	122,635		$	329,459
Operating Income (Loss)		139,123		23,745		(4,405	)		57,709
Net Income (Loss)		83,973		8,165		(13,540	)		27,738
1998
Operating Revenue	$	429,227	$	172,787	$	122,428		$	309,216
Operating Income (Loss)		109,669		15,962		(25,997	)		56,977
Net Income (Loss)		61,664		3,014		(18,338	)		30,636

54

SCHEDULE II

SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS

(Thousands of Dollars)

Column A				Column B		Column C									Column D			Column E
							Additions
						Provisions charged to									Deductions
														for Purposes
				Balance at							Utility Plant/				for Which the			Balance
				Beginning							Regulatory				Reserves Were			at End
Description				of Period				Income			Asset				Provided			of Period
Year Ended December 31, 1999
Reserve Deducted From Assets in
	Consolidated Statement of Financial Position:
		Allowance for doubtful accounts		$	8,928			$	11,512			$	—			$	2,663		$	17,777
Reserve Included in Current Liabilities — Other and in Accrued Environmental Costs in Consolidated Statement of Financial Position:
		Environmental testing		$	32,092			$	—			$	—			$	724		$	31,368
Reserves Included in Deferred Credits and Other Liabilities — Other in Consolidated Statement of Financial Position:
			Injuries and damages	$	2,515			$	1,716			$	416			$	1,921		$	2,726
Year Ended December 31, 1998
Reserve Deducted From Assets in Consolidated Statement of Financial Position:
		Allowance for doubtful accounts		$	15,015			$	13,029			$	—			$	19,116		$	8,928
Reserve Included in Current Liabilities — Other in Consolidated Statement of Financial Position:
		Environmental testing		$	33,741			$	—			$	—			$	1,649		$	32,092
Reserves Included in Deferred Credits and Other Liabilities — Other in Consolidated Statement of Financial Position:
			Injuries and damages	$	4,838			$	(328	)		$	438			$	2,433		$	2,515
Year Ended December 31, 1997
Reserve Deducted From Assets in Consolidated Statement of Financial Position:
		Allowance for doubtful accounts		$	17,707			$	21,680			$	—			$	24,372		$	15,015
Reserve Included in Current Liabilities — Other in Consolidated Statement of Financial Position:
		Environmental testing		$	34,576			$	—			$	—			$	835		$	33,741
Reserves Included in Deferred Credits and Other Liabilities — Other in Consolidated Statement of Financial Position:
			Injuries and damages	$	9,182			$	1,400			$	608			$	6,352		$	4,838

55

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE

      None.

56

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE
REGISTRANT

      Omitted per general instruction I (2) (c) of Form 10-K for wholly owned subsidiaries (reduced disclosure format).

57

ITEM 11. EXECUTIVE COMPENSATION

      Omitted per general instruction I (2) (c) of Form 10-K for wholly owned subsidiaries (reduced disclosure format).

58

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT

      Omitted per general instruction I (2) (c) of Form 10-K for wholly owned subsidiaries (reduced disclosure format).

59

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      Omitted per general instruction I (2) (c) of Form 10-K for wholly owned subsidiaries (reduced disclosure format).

60

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULE, AND
REPORTS ON FORM 8-K

(A) LIST OF DOCUMENTS FILED AS PART OF THE REPORT:

      1. For a list of the financial statements included herein, see the section titled “Financial Statements and Supplementary Data”, page 30 in Part II, Item 8 of this Report.

      2. For the financial statement schedule included herein, see the section titled “Financial Statements and Supplementary Data”, page 30 in Part II, Item 8 of this Report.

      Schedules other than those referred to above are omitted as not applicable or not required, or the required information is shown in the financial statements or notes thereto.

61

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULE, AND REPORTS
ON FORM 8-K (CONTINUED)

      3. Exhibits, including those incorporated by reference:

Exhibit No. Description

3-1 Restated Articles of Incorporation of MichCon (Exhibit 3-1 to March 31, 1993 Form 10-Q).

3-2 By-Laws of MichCon (Exhibit 3-2 to March 31, 1993 Form 10-Q).

4-1 MichCon’s Indenture of Mortgage and Deed of Trust dated March 1, 1944 (Exhibit 7-D to Registration Statement No. 2-5252); Twenty-ninth Supplemental Indenture, dated July 15, 1989 (Exhibit 4-1 to July 27, 1989 Form 8-K); Thirtieth Supplemental Indenture, dated September 1, 1991 (Exhibit 4-1 to September 27, 1991 Form 8-K); Thirty-first Supplemental Indenture, dated December 15, 1991 (Exhibit 4-1 to February 28, 1992 Form 8-K); Thirty-second Supplemental Indenture, dated January 5, 1993 (Exhibit 4-1 to 1992 Form 10-K); Thirty-third Supplemental Indenture, dated May 1, 1995 (Exhibit 4-2 to Registration Statement No. 33-59093); Thirty-fourth Supplemental Indenture, dated November 1, 1996 (Exhibit 4-2 to Registration Statement No. 333-16285), and Thirty-fifth Supplemental Indenture, dated June 18, 1998 (Exhibit 4-2 to June 18, 1998 Form 8-K).

4-2 Senior Debt Securities Indenture between Michigan Consolidated Gas Company and Citibank, N.A., as Trustee, dated June 1, 1998 (Exhibit 4.1 to Amendment No. 2 to Registration Statement No. 333-56333); First Supplemental Indenture dated June 18, 1998 (Exhibit 4-1 to June 18, 1998 Form 8-K); and Second Supplemental Indenture dated June 9, 1999 (Exhibit 4-1 to June 4, 1999 Form 8-K)

4-3 MichCon hereby agrees to furnish to the SEC, upon request, a copy of any instruments defining the rights of holders of long-term debt issued by MichCon.

10-1 MCN Stock Option Plan Post-Effective Amendment No. 1 (MCN Registration Statement No 33-21930-99).

10-2 Form of Employment Agreement (Exhibit 99-2 to MCN’s June 30, 1997 Form 10-Q).

10-3 MCN Energy Group Inc. Executive Annual Performance Plan, as amended (Exhibit 4-3 to MCN’s 1998 Form 10-K).

10-4 MCN Energy Group Inc. Stock Incentive Plan, as amended.*

10-5 MCN Executive Deferred Compensation Plan, as amended.*

10-6 MichCon Supplemental Death Benefit and Retirement Income Plan, as amended.*

10-7 MCN Energy Group Inc. Supplemental Retirement Plan, as amended.*

10-8 MCN Mandatory Deferred Compensation Plan, as amended.*

10-9 MCN Energy Group Inc. Supplemental Savings Plan, as amended.*

62

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULE, AND REPORTS
ON FORM 8-K (CONCLUDED)

10-10	MCN Energy Group Inc. Long-Term Incentive Performance Share Plan, as amended.*
10-11	MCN Energy Group Savings and Stock Ownership Plan, as amended (Exhibit 10-11 to 1998 Form 10-K).
10-12	MichCon Investment and Stock Ownership Plan, as amended (Exhibit 10-12 to 1998 Form 10-K).
10-13	Reset Remarketing Agreement, dated as of June 23, 1998, by and between Michigan Consolidated Gas Company and Salomon Brothers Inc. (Exhibit 10-1 to June 18, 1998 Form 8-K).
10-14	Reset Remarketing Agreement, dated as of June 23, 1998, by and between Michigan Consolidated Gas Company and Merrill Lynch & Co./Merrill Lynch, Pierce, Fenner and Smith Incorporated (Exhibit 10-2 to June 18, 1998 Form 8-K).
12-1	Computation of Ratio of Earnings to Fixed Charges.*
23-1	Independent Auditors’ Consent — Deloitte & Touche LLP.*
24-1	Powers of Attorney.*
27-1	Financial Data Schedule.*

(B) REPORTS ON FORM 8-K:

       None.

______________________

* Indicates document filed herewith.

References are to MichCon’s File No. 1-7310 for the MichCon documents incorporated by reference and to MCN’s File No. 1-10070 for the MCN documents incorporated by reference.

63

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.

MICHIGAN CONSOLIDATED GAS COMPANY
(Registrant)

By: /s/Robert Kaslik

Robert Kaslik
Controller
March 28, 2000

      Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the date indicated.

	TITLE	DATE
*	Director and Chairman	March 28, 2000
Alfred R. Glancy III
*	Director, President and Chief Executive Officer	March 28, 2000
Stephen E. Ewing
*	Director, Executive Vice President, Chief Financial Officer and Treasurer	March 28, 2000
Howard L. Dow III
*	Director, Senior Vice President, General Counsel and Secretary	March 28, 2000
Daniel L. Schiffer
/s/Robert Kaslik	Controller	March 28, 2000
Robert Kaslik

*By:  /s/ Robert Kaslik

         Robert Kaslik
        Attorney-in-Fact

64

EXHIBIT INDEX

Exhibit No. Description

3-1 Restated Articles of Incorporation of MichCon (Exhibit 3-1 to March 31, 1993 Form 10-Q).

3-2 By-Laws of MichCon (Exhibit 3-2 to March 31, 1993 Form 10-Q).

4-1 MichCon’s Indenture of Mortgage and Deed of Trust dated March 1, 1944 (Exhibit 7-D to Registration Statement No. 2-5252); Twenty-ninth Supplemental Indenture, dated July 15, 1989 (Exhibit 4-1 to July 27, 1989 Form 8-K); Thirtieth Supplemental Indenture, dated September 1, 1991 (Exhibit 4-1 to September 27, 1991 Form 8-K); Thirty-first Supplemental Indenture, dated December 15, 1991 (Exhibit 4-1 to February 28, 1992 Form 8-K); Thirty-second Supplemental Indenture, dated January 5, 1993 (Exhibit 4-1 to 1992 Form 10-K); Thirty-third Supplemental Indenture, dated May 1, 1995 (Exhibit 4-2 to Registration Statement No. 33-59093); Thirty-fourth Supplemental Indenture, dated November 1, 1996 (Exhibit 4-2 to Registration Statement No. 333-16285), and Thirty-fifth Supplemental Indenture, dated June 18, 1998 (Exhibit 4-2 to June 18, 1998 Form 8-K).

4-2 Senior Debt Securities Indenture between Michigan Consolidated Gas Company and Citibank, N.A., as Trustee, dated June 1, 1998 (Exhibit 4.1 to Amendment No. 2 to Registration Statement No. 333-56333); First Supplemental Indenture dated June 18, 1998 (Exhibit 4-1 to June 18, 1998 Form 8-K); and Second Supplemental Indenture dated June 9, 1999 (Exhibit 4-1 to June 4, 1999 Form 8-K).

4-3 MichCon hereby agrees to furnish to the SEC, upon request, a copy of any instruments defining the rights of holders of long-term debt issued by MichCon.

10-1 MCN Stock Option Plan Post-Effective Amendment No. 1 (MCN Registration Statement No. 33-21930-99).

10-2 Form of Employment Agreement (Exhibit 99-2 to MCN’s June 30, 1997 Form 10-Q).

10-3 MCN Energy Group Inc. Executive Annual Performance Plan, as amended (Exhibit 4-3 to MCN’s 1998 Form 10-K).

10-4 MCN Energy Group Inc. Stock Incentive Plan, as amended.*

10-5 MCN Executive Deferred Compensation Plan, as amended.*

10-6 MichCon Supplemental Death Benefit and Retirement Income Plan, as amended.*

10-7 MCN Energy Group Inc. Supplemental Retirement Plan, as amended.*

10-8 MCN Mandatory Deferred Compensation Plan, as amended.*

10-9 MCN Energy Group Inc. Supplemental Savings Plan, as amended.*

10-10	MCN Energy Group Inc. Long-Term Incentive Performance Share Plan, as amended.*
10-11	MCN Energy Group Savings and Stock Ownership Plan, as amended (Exhibit 10-11 to 1998 Form 10-K).
10-12	MichCon Investment and Stock Ownership Plan, as amended (Exhibit 10-12 to 1998 Form 10-K).
10-13	Reset Remarketing Agreement, dated as of June 23, 1998, by and between Michigan Consolidated Gas Company and Salomon Brothers Inc. (Exhibit 10-1 to June 18, 1998 Form 8-K).
10-14	Reset Remarketing Agreement, dated as of June 23, 1998, by and between Michigan Consolidated Gas Company and Merrill Lynch & Co./Merrill Lynch, Pierce, Fenner and Smith Incorporated (Exhibit 10-2 to June 18, 1998 Form 8-K).
12-1	Computation of Ratio of Earnings to Fixed Charges.*
23-1	Independent Auditors’ Consent – Deloitte & Touche LLP.*
24-1	Powers of Attorney.*
27-1	Financial Data Schedule.*

EX-10.4 2 MCN ENERGY GROUP INC. STOCK INCENTIVE PLAN 1 EXHIBIT 10.4 MCN CORPORATION STOCK INCENTIVE PLAN (as amended effective April 22, 1997) 2

TABLE OF CONTENTS ----------------- SECTION Page - ------- ---- ARTICLE I---------------------------------------------------------------------------1 Purpose ARTICLE II--------------------------------------------------------------------------1 Definitions ARTICLE III-------------------------------------------------------------------------2 Administration ARTICLE IV--------------------------------------------------------------------------3 Shares Subject to the Plan ARTICLE V---------------------------------------------------------------------------4 Eligibility ARTICLE VI--------------------------------------------------------------------------5 Stock Options ARTICLE VII------------------------------------------------------------------------10 Restricted Stock Awards ARTICLE VIII-----------------------------------------------------------------------11 Performance Unit Awards ARTICLE IX------------------------------------------------------------------------13 General Provisions ARTICLE X--------------------------------------------------------------------------20 Amendment and Termination ARTICLE XI-------------------------------------------------------------------------21 Miscellaneous

3 MCN CORPORATION STOCK INCENTIVE PLAN (as amended effective April 22, 1997) ARTICLE I PURPOSE The purpose of the MCN Corporation Stock Incentive Plan (the "Plan") is to promote the success of MCN Corporation (the "Corporation" or "MCN") by providing a method whereby eligible employees of the Corporation and its affiliated companies may be awarded additional remuneration for services rendered and encouraged to invest in the Common Stock of the Corporation, thereby increasing their proprietary interest in the Corporation's business, encouraging them to remain in the employ of the Corporation or its affiliated companies, and increasing their personal interest in the continued success and progress of the Corporation. ARTICLE II DEFINITIONS 2.1 The following terms have the meaning described below when used in the Plan: (a) "Award" shall refer to the Restricted Stock Award granted under Article VII and except for purposes of Article VII, a Performance Unit Award granted under Article VIII. (b) "Board of Directors" shall mean the Board of Directors of the Corporation. (c) "Code" shall mean the Internal Revenue Code of 1986, as it may be amended from time to time. 4 (d) "Committee" shall mean the Committee appointed by the Board of Directors to administer the Plan pursuant to Article III. (e) "Common Stock" shall mean common stock, par value $.01 of the Corporation. (f) "Corporation" shall mean MCN Corporation or any successor to it in ownership of all or substantially all of its assets. (g) "Earlier Plan" shall mean the MCN Stock Option Plan. (h) "Incentive Stock Option" shall mean a stock option granted under Article VI which is intended to meet the requirements of Section 422A of the Code. (i) "Nonqualified Stock Option" shall mean a stock option granted under Article VI which is not intended to be an Incentive Stock Option. (j) "Option" shall mean an Incentive or Non-qualified Stock Option. (k) "Participant" shall mean an eligible employee who has been granted an option or Award. (1) "Participating Company shall mean the Corporation or any subsidiary or other affiliated entity (whether or not incorporated) designated by the Board of Directors. (m) "Restricted Stock Award" shall mean an award of common stock under Article VII hereof. (n) "Stock Appreciation Right" shall mean a right granted under Section 6.5. (o) "Performance Unit Award" shall mean an award granted under Article VIII. (p) "Vesting Date" shall mean the date upon which restrictions or limitations on Options or Awards lapse. ARTICLE III ADMINISTRATION 3.1 (a) The Board of Directors of the Corporation shall appoint not less than three Directors or disinterested persons to the Committee which shall administer the Plan. No individual shall become a member of a Committee if he or she shall have been 2 5 eligible to receive an Option or Award under the Plan (or a predecessor of any part of the Plan) at any time during the twelve month period prior to his or her becoming a member and no member of the Committee shall be eligible to receive an option, Stock Appreciation Right or Award granted by such Committee under the Plan while a member of that Committee. The Committee shall have full power and authority subject to such orders or resolutions not inconsistent with the provisions of the Plan as may from time to time be issued or adopted by the Board of Directors to grant to eligible persons options and Stock Appreciation Rights under Article VI of the Plan, to grant Restricted Stock Awards under Article VII of the Plan, to grant Performance Unit Awards under ARTICLE VIII of the Plan, to interpret the provisions of the Plan and any agreements relating to Options, Stock Appreciation Rights and Awards granted under the Plan and to supervise the administration of the Plan, all subject to ratification or modification by the Board of Directors, a majority of which directors acting in any such matter shall be disinterested persons. (b) All decisions made by the Committee pursuant to the provisions of the Plan and related orders or resolutions of the Board of Directors shall be final, conclusive and binding on all persons, including the Corporation, stockholders, employees and beneficiaries of employees. ARTICLE IV SHARES SUBJECT TO THE PLAN 4.1 (a) Subject to adjustment pursuant to Section 4.1(b), the aggregate number of Options, Restricted Stock Awards, and shares of Common Stock issued upon payout of Performance Units that may be distributed under the Plan in any calendar year shall not exceed one percent of the shares of Common Stock outstanding on the first day of the calendar year on the date such Options, Restricted Stock, and shares of Common Stock issued upon payout of Performance Units are distributed. In 3 6 addition, the number of Shares, Options, Stock Appreciation Rights, Awards, or Performance Units that may be issued under this Plan subsequent to February 26, 1997 may not exceed 5% of the number of shares issued and outstanding on that date plus the number of shares approved and not issued prior to February 26, 1997. Shares of Common Stock may be made available from the authorized but unissued shares of the Corporation or from shares reacquired by the Corporation including shares purchased in the open market. If an Option, Restricted Stock Award, or Performance Unit granted under the Plan shall expire or terminate for any reason during a calendar year, the shares subject to, but not distributed, under such Option or Restricted Stock shall be available for other Options and Awards to the same employee or other employees. (b) In the event of any merger, reorganization, consolidation, recapitalization, stock dividend, stock split or other change in corporate structure affecting the Common Stock, the Committee shall make the appropriate adjustment in the aggregate number of shares which may be delivered under the Plan and the number of shares subject to outstanding options, Stock Appreciation Rights and Awards to reflect such action. If any such adjustment shall result in a fractional share, such fraction shall be disregarded. ARTICLE V ELIGIBILITY 5.1 Key employees of the Corporation and other Participating Companies, as shall be determined by the Committee, are eligible to participate in the Plan. 4 7 ARTICLE VI STOCK OPTIONS 6.1 Subject to the limitations of the Plan, the Committee shall, after such consultation with and consideration of the recommendations of management as the Committee considers desirable, select from eligible employees those to be granted options and determine the time when each option shall be granted and the number of shares subject to each option, and shall select the optionees to receive Stock Appreciation Rights and the Options on which such rights shall relate. Options may be either Incentive Stock Options or Nonqualified Stock Options, and more than one option and Stock Appreciation Right may be granted to the same person. Stock Appreciation Rights may be granted to holders of any unexpired options granted under the Plan or the Earlier Plan. 6.2 Option Agreements. Each Option under the Plan shall be evidenced by an option agreement which shall be signed by an officer of the Corporation and the optionee and shall contain such provisions as may be approved by the Committee. Any such option agreement may be supplemented and amended from time to time as approved by the Committee, provided that the terms of such option agreement after being amended or supplemented conform to the terms of the Plan. Any option agreement for Nonqualified Stock options shall state that the Nonqualified Stock Options granted thereunder shall not be treated as Incentive Stock Options. Each Stock Appreciation Right shall be evidenced by the option agreement for the option to which it relates. In the case of any such right relating to a previously granted option, the option agreement shall be supplemented to evidence such right. 6.3 Option Price. The price at which shares may be purchased upon exercise of a particular Incentive Stock option shall be not less than one hundred percent (100%) of the fair market value of such shares on the date such Option is granted as determined in accordance with procedures to be established by the Committee. 6.4 Exercise of Options. (a) Subject to the provisions of the Plan with respect to death, disability, retirement and termination of employment, the period during which each Option may be exercised 5 8 shall be fixed by the Committee at the time such Option is granted but such period in no event shall expire later than ten years from the date the Option is granted. (b) Except as permitted by Sections 6.7 and 9. 1, each option may be exercised only after one year of continued employment by the Corporation or any of its affiliated companies and only during the continuance of the optionee's employment with the Company or any of its affiliated companies. Subject to the foregoing limitations and the terms and conditions of the option agreement and unless canceled prior to exercise, each Option shall be exercisable in whole or in part in installments at such time or times as the Committee may prescribe and specify in the applicable option agreement. (c) No shares shall be delivered pursuant to any exercise of an Option until payment in full of the option price therefor is received by the Corporation. Such payment shall be made in cash or, in the discretion of the Committee, through the delivery of shares of Common Stock of the corporation with a value equal to the total option price, or a combination of cash and shares, or by other means which the Committee determines are consistent with the Plan's purpose and applicable law, provided that for Incentive Stock Options such other means are established on or before the date such Option was granted. Any shares so delivered shall be valued at their fair market value on the trading day preceding the exercise date determined as provided in Section 6.3. Payment of the option price may be made by borrowing from the Corporation pursuant to the terms and conditions provided for in the MCN Stock Option Plan previously approved by shareholders. No optionee or legal representative, legatee of distributee of any optionee shall be deemed to be a holder of any shares subject to any Option prior to the issuance of such shares upon exercise of such Option or any related Stock Appreciation Right. 6.5 Stock Appreciation Rights. (a) Stock Appreciation Rights may be granted to such optionees holding Options granted under the Plan or the Earlier Plan as the Committee may select and upon such terms 6 9 and conditions as the committee may prescribe. Each stock Appreciation Right shall relate to a specific option granted and may be granted concurrently with the Option to which it relates or at any time prior to the exercise, expiration or termination of such Option. A Stock Appreciation Right shall entitle the optionee, subject to the provisions of the Plan and the related option agreement, to receive from the Corporation an amount not more than the excess of the fair market value on the exercise date of the number of shares for which the Stock Appreciation Right is exercised over the option price for shares under the related Option. For this purpose such fair market value shall be determined as provided in Section 6.3. (b) A Stock Appreciation Right shall be exercisable on such dates or during such periods as may be determined by the Committee from time to time, provided that the Committee may for administrative convenience, determine that for any Stock Appreciation Right relating to a Nonqualified Stock Option which right can only be exercised during a limited period of time in order to satisfy rules imposed by the Securities and Exchange Commission, the exercise of any such right for cash during such limited period shall be deemed to occur for all purposes hereunder on the day during such limited period on which the fair market value of the Common Stock determined as provided in Section 6.3, is the highest and provided, further, that no Stock Appreciation Right shall be exercisable at a time when the related Option could not be exercised nor may it be exercised with respect to a number of shares in excess of the number for which such Option could then be exercised. Any such determination by the Committee may be changed by the Committee from time to time and may govern the exercise of Stock Appreciation Rights granted prior to such determination as well as Stock Appreciation Rights thereafter granted. (c) A stock Appreciation Right may be exercised only upon surrender of the related Option by the optionee which shall be terminated to the extent of the number of shares for which the Stock Appreciation Right is exercised. Shares covered by such a 7 10 terminated Option or portion thereof granted under the Plan shall be available for other Options or Awards under the Plan. (d) The amount payable by the Corporation upon exercise of a Stock Appreciation Right may be paid in cash, in shares (valued at their fair market value on the exercise date determined as provided in Section 6.3) or in any combination thereof as the Committee shall determine from time to time. No fractional shares shall be issued and the optionee shall receive cash in lieu thereof. (e) The Committee may impose any other conditions upon the exercise of a Stock Appreciation Right, which may include a condition that the Stock Appreciation Right may be exercised only in accordance with rules and regulations adopted by the Committee from time to time. Such rules and regulations may govern the right to exercise Stock Appreciation Rights granted prior to the adoption or amendment of such rules and regulations as well as Stock Appreciation Rights granted thereafter. (f) The Committee may at any time amend or suspend any Stock Appreciation Right theretofore granted under the Plan, provided that the terms of any Stock Appreciation Right after any amendment shall conform to the provisions of the Plan. A Stock Appreciation Right shall terminate upon the termination or expiration of the related Option. 6.6 Transferability of Options and Stock Appreciation Rights. An Option granted under the Plan may not be transferred except by will or the laws of descent and distribution and, during the lifetime of the person to whom granted, may be exercised only by such person. A Stock Appreciation Right may not be transferred to anyone and may be exercised only by the optionee to whom it was granted. 6.7 Death, Disability, Retirement and Termination of Employment. Subject to the condition that no Option may be exercised in whole or in part after the expiration of the option period specified in the applicable option agreement and subject to the Committee's right to cancel any Option: 8 11 (a) Upon the death of any optionee while employed or within the three-year period referred to in clause (b) below, the person or persons to whom such optionee's rights under the Option are transferred by will or the laws of descent and distribution may, prior to three (3) years after (i) the date of such optionee's death while employed or (ii) the termination of such optionee's employment for a reason referred to in clause (b) below, as the case may be, purchase any or all of the shares with respect to which such optionee was entitled to exercise such Option immediately prior to his or her death. (b) Upon termination of employment as a result of disability as defined in section 22(e)(3) of the Code or retirement pursuant to a retirement Plan of the Corporation or any of its direct or indirect subsidiaries, an optionee may, within three years after the date of such termination, purchase any or all of the shares with respect to which such optionee was entitled to exercise such Option immediately prior to such termination, and (c) Upon termination of employment for cause, an optionee's Options shall be canceled to the extent not theretofore exercised. (d) Upon termination of employment for any reason other than death, disability, retirement or cause, an optionee may exercise any Option or Stock Appreciation Right which was exercisable on the date of termination of employment or such additional period as the Committee may determine, but in no event later than the original expiration date of the Option. (e) For purpose of the Plan, the term "cause" shall mean repeated material breaches of an optionee's duties of employment which are not cured after receipt by the optionee of written notice specifying such breaches or the optionee's conviction of a felony involving moral turpitude. 9 12 ARTICLE VII RESTRICTED STOCK AWARDS 7.1 Subject to the limitations of the Plan, the Committee shall, after such consultation with and consideration of the recommendations of management as the Committee considers desirable, select from eligible employees those Participants to be granted Restricted Stock Awards, determine the time when each Award shall be granted, the number of shares subject to each Award, and the date upon which the shares will vest (the Vesting Date). 7.2 Vesting of Restricted Stock Awards. (a) Subject to the rules of Sections 7.2(b) and 9.1 each Award shall fully vest and be one hundred percent (100%) nonforfeitable on the Vesting Date. (b) Subject to the rules of Section 9.1, upon termination of a Participant's employment prior to Vesting Date for any reason except for disability or retirement, as described below, or death, his or her Awards shall be forfeited and the Participant shall have no right with respect to such Awards. Upon termination of employment prior to the Vesting Date by reason of the Participant's disability as defined in Section 22(e)(3) of the Code or retirement at age 62 or older under a retirement Plan maintained by the Company or a subsidiary or by reason of death, any Award granted to such Participant shall be vested and nonforfeitable to the extent of one hundred percent. Vesting for participants who retire prior to age 62 shall be as determined by the Committee. 7.3 Payment of Awards. (a) As soon as practicable after an Award has become vested in accordance with Section 7.2, such vested Award shall be paid to the Participant or, in the case of the death of the Participant, his or her designated beneficiary or beneficiaries or, in the absence of a designated beneficiary, to the estate of the Participant. (b) In addition to the payment provided for in Section 7.3(a), prior to Vesting Date, each Participant shall receive a cash payment equal to the amount of dividends which would have been paid on the number of shares awarded had such shares been issued 10 13 as shares of Common Stock on the date of grant of such Award. This payment shall be made on or about the date such dividends would have been paid. (c) Payments pursuant to Section 7.3(a) shall be made in either shares of Common Stock or cash as determined by the Committee provided, however, that the Participant or his or her beneficiary may request that the Committee approve a payment composed of a different ratio of cash and shares of Common Stock. Payment in cash pursuant to this paragraph shall be made in the amount which is equal to the closing price of a share of Common Stock on the New York Stock Exchange Composite Tape for the trading day preceding the day on which payment is to be made, multiplied by the number of shares of the Award which are to be paid in cash. ARTICLE VIII PERFORMANCE UNIT AWARDS 8.1 In addition to granting Options, Stock Appreciation Rights and Restricted Stock Awards, the Committee shall have authority to grant to eligible employees Performance Unit Awards which can be in the form of Common Stock or units, the value of which is based on whole or in part, on the value of Common Stock. Subject to the provisions of the Plan including Section 8.2 below, Performance Unit Awards shall be subject to such terms, restrictions, conditions, vesting requirements and payment rules (all of which are sometimes hereinafter collectively referred to as "rules") as the Committee may determine in its sole discretion, all such rules applicable to a particular Performance Unit Award to be reflected in writing and furnished to the employee at the time of grant. The rules need not be identical for each Performance Unit Award. 8.2 Rules. In the sole discretion of the Committee a Performance Unit Award shall be granted subject to the following rules: (a) Any shares of Common Stock which are part of a Performance Unit Award may not be assigned, sold, transferred, pledged or otherwise encumbered prior to the date on 11 14 which the shares are issued or, if later, the date provided by the Committee at the time of the Award. (b) Performance Unit Awards may provide for the payment of cash consideration by the person to whom such Award is granted or provide that the Award and Common Stock be issued in connection therewith, if applicable, shall be delivered without the payment of cash consideration, provided that for any Common Stock to be purchased in connection with a Performance Unit Award the purchase price shall be at least fifty percent of the fair market value of such Common Stock on the date such Award is granted. (c) Performance Unit Awards may relate in whole or in part to certain performance criteria established by the Committee at the time of grant. (d) Performance Unit Awards may provide for deferred payment schedules, vesting over a specified period of employment, the payment (on a current or deferred basis) of dividend equivalent amounts, with respect to the number of shares of Common Stock covered by the Award, and elections by the employee to defer payment of the Award or the lifting of restrictions on the Award, if any. (e) In such circumstances as the Committee may deem advisable, the Committee may waive or otherwise remove, in whole or in part, any restrictions or limitation to which a Performance Unit Award was made subject to the time of grant. 12 15 ARTICLE IX GENERAL PROVISIONS 9.1 Change in Control. (a) (i) In the case of a Change in Control (as defined below) of the Corporation, each Option and Stock Appreciation Right then outstanding shall immediately become exercisable in full. (ii) In the case of a Change in Control (as defined below) of the Corporation, each Award shall immediately be fully vested and nonforfeitable and shall be paid within 20 days thereafter at no less than one hundred (100) percent of the standard or target award amount or, if greater, the actual award amount as extrapolated in the determination of the Committee (as so constituted immediately prior to the Change in Control of the Corporation), utilizing in each case the Change in Control Price (as defined below) as the value per share of Common Stock. (b) A change in Control shall mean (i) the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (a "Person") of beneficial ownership (within the meaning of Rule 13(d)-3 promulgated under the Exchange Act) of twenty (20) percent or more of either (1) the then outstanding shares of common stock of the Corporation (the "Outstanding Corporation Common Stock") or (2) the combined voting power of the then outstanding voting securities of the Corporation entitled to vote generally in the election of directors (the "Outstanding Corporation Voting Securities"); provided, however, that the following acquisitions shall not constitute a Change of Control: (1) any acquisition directly from the Corporation (excluding an acquisition by virtue of the exercise of a conversion privilege), (2) any acquisition by the Corporation, (3) any acquisition by any employee benefit Plan (or related trust) sponsored or maintained by the Corporation or any corporation controlled by the 13 16 Corporation or (4) any acquisition by any corporation pursuant to a reorganization, merger or consolidation, if, following such reorganization, merger or consolidation, the conditions described in clauses (1),(2) and (3) of subparagraph (iii) of this Section 9.1 (b) are satisfied; or (ii) individuals who, as of the date hereof, constitute the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Corporation's shareholders, was approved by a vote of at least a majority of the directors than comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14(a)-l1 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or (iii) approval by the shareholders of the Corporation of a reorganization, merger or consolidation, in each case, unless, following such reorganization, merger or consolidation, (1) more than sixty (60) percent of, respectively, the then outstanding shares of common stock of the corporation resulting from such reorganization, merger or consolidation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entitled who were the beneficial owners, respectively, of the Outstanding Corporation Common Stock and Outstanding Corporation Voting Securities immediately prior to such reorganization, merger or consolidation in substantially immediately prior to such reorganization, merger or consolidation in substantially the same proportions as their ownership, immediately prior to such reorganization, merger or consolidation, of the Outstanding Corporation Common Stock and Outstanding Corporation Voting Securities, as the case may be, (2) no 14 17 Person (excluding the Corporation, any employee benefit Plan (or related trust) of the Corporation or such corporation resulting from such reorganization, merger or consolidation and any Person beneficially owning, immediately prior to such reorganization, merger or consolidation, directly or indirectly, twenty (20) percent or more of the Outstanding Corporation Common Stock or Outstanding Voting Securities, as the case may be) beneficially owns, directly or indirectly, twenty (20) percent or more of respectively, the then outstanding shares of common stock of the corporation resulting from such reorganization, merger or consolidation or the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors and (3) at least a majority of the members of the board of directors of the corporation resulting from such reorganization, merger or consolidation were members of the Incumbent Board at the time of the execution of the initial agreement providing for such reorganization, merger or consolidation; or (iv) approval by the shareholders of the Corporation of (1) a complete liquidation or dissolution of the Corporation or (2) the sale or other disposition of all or substantially all of the assets of the Corporation, other than a corporation, with respect to which following such sale or other disposition, (A) more than sixty (60) percent of, respectively, the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Corporation Common Stock and Outstanding Corporation Voting Securities immediately prior to such sale or other disposition in substantially the same proportion as their ownership, immediately prior to such sale or other disposition, of the Outstanding Corporation Common Stock and Outstanding Corporation Voting Securities, as the case may be, (B) no Person (excluding the Corporation and any employee benefit Plan (or related trust) of the Corporation or such corporation any 15 18 person beneficially owning, immediately prior to such sale or other disposition, directly or indirectly, twenty (20) percent or more of the Outstanding Corporation Common Stock or Outstanding Corporation Voting Securities, as the case may be) beneficially owns, directly or indirectly, twenty (20) percent or more of, respectively, the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors and (C) at least a majority of the members of the board of directors of such corporation were members of the Incumbent Board at the time of the execution of the initial agreement or action of the Board providing for such sale or other disposition of assets of the Corporation. 9.2 Designation of Beneficiary. Each employee who shall be granted an Award under the Plan may designate a beneficiary or beneficiaries and may change such designation from time to time by filing a written designation of beneficiaries with the Committee on a form to be prescribed by it, provided that no such designations shall be effective unless so filled prior to the death of such employee. 9.3 No Right of Continued Employment. Neither the establishment of the Plan, the granting of Options, Stock Appreciation Rights or Awards, or the payment of any benefits hereunder or any action of the Corporation or of the Board of Directors or of the Committee shall be held or construed to confer upon any person any legal right to be continued in the employ of the Corporation or its direct or indirect subsidiaries, each of which expressly reserves the right to discharge any employee whenever the interest of any such company in its sole discretion may so require without liability to such company, the Board of Directors or the Committee except as to any rights which may be expressly conferred upon such employee under the Plan. 9.4 No Segregation of Cash or Shares. The Corporation shall not be required to segregate any cash or any shares of Common Stock which may at any time be represented by Options, Awards, or amounts and the Plan shall constitute an "unfunded" Plan of the Corporation. No employee shall have voting or other rights with respect to such shares of Common Stock prior to the delivery of such shares. The Corporation shall not, by any provisions of the Plan, 16 19 be deemed to be a trustee of any Common Stock or any other property and the liabilities of the Corporation to any employee pursuant to the Plan shall be those of a debtor pursuant to such contract obligations as are created by or pursuant to the Plan, and the rights of any employee, former employee or beneficiary under the Plan shall be limited to those of a general creditor of the Corporation. In its sole discretion, the Board of Directors may authorize the creation of trusts or other arrangements to meet the obligations of the Corporation and each other Participating Company under the Plan provided, however, that the existence of such trusts or other arrangements is consistent with the unfunded status of the Plan. 9.5 Delivery of Shares. No shares shall be delivered pursuant to any exercise of an Option, Stock Appreciation Right or pursuant to the payment of any Award unless the requirements of such laws and regulations as may be deemed by the Committee to be applicable thereto are satisfied. 9.6 Option Cancellation Payment. Notwithstanding any other provision of this Plan and the terms of any agreement under which the Committee has granted an Option or Award under this Plan, during the 60 day period from and after a Change of Control (as defined in Section 9.1) (the "Exercise Period"), in the case of all Options, an optionee shall have the right, in lieu of the payment of the exercise price of the shares of stock being purchased under the Option and by giving notice to the Corporation, to elect (within the Exercise Period) in lieu of exercise thereof to surrender all or part of the Option to the Corporation and to receive in cash, within 30 days of such notice, an amount in cancellation of the Option (the "Cancellation Payment") equal to the amount by which the Change in Control Price (as defined below) per share of Common Stock on the date of such election shall exceed the exercise price per share of Common Stock under the Option multiplied by the number of shares of Common Stock granted under the Option as to which the right granted under this Section 9.6 shall have been exercised; provided, however, that if such Option is held by an officer or director of the Corporation (within the meaning of Section 16 of the Exchange Act) and not more than six months has elapsed from the grant thereof, or the receipt of the 17 20 Cancellation Payment at the time above-specified would subject the optionee to liability under said Section 16, then the Cancellation Payment shall be made on the first day when no liability to the optionee under said Section 16 would result. 9.7 Transfer and Leave of Absence (a) A transfer of an employee from a Participating Company to an affiliated company, and (b) A leave of absence duly authorized in writing by the Participating Company, for military service or sickness, or for any other purpose approved by the Participating Company shall not be deemed a termination of employment. 9.8 Michigan Law to Govern. All questions pertaining to the construction, regulation, validity and effect of the provisions of the Plan shall be determined in accordance with the laws of the State of Michigan. 9.9 Payments and Tax Withholding. The delivery of any shares of Common Stock and the payment of any amount in respect of a Stock Appreciation Right or Award shall be for the account of the applicable Participating Company and any such delivery or payment shall not be made until the recipient shall have made satisfactory arrangements for the payment of any applicable withholding taxes. 9.10 Earlier Plan. The options granted under the Earlier Plan shall continue to be subject to the terms and conditions of the Earlier Plan and shall not be subject to this Plan. 9.11 Compliance with Rule 16(b)-3. It is MCN's intent that, with respect to persons who are subject to Section 16(b) of the Securities Exchange Act of 1934 (the "Act"), the Plan comply in all material respects with the provisions of Rule 16(b)-3 promulgated under the Act, as such rule or a successor rule or rules may be in effect from time to time. If any such Plan provision is found not to be in compliance with Rule 16 (b)-3, such provision shall be deemed null and void. 9.12 Change in Control Price. Change in Control Price shall mean the higher of (i) the highest reported sales price, regular way, of a share of Common Stock on the Composite Tape for New York Stock Exchange Listed Stocks or, if such shares of the Corporation are not listed 18 21 or admitted to trading on the New York Stock Exchange, the highest reported sales price as reported on the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which such shares of the Corporation are listed or admitted to trading, or if such shares of the Corporation are not listed or admitted to trading on any national securities exchange, the highest quoted price or, if not so quoted, the highest average of the high bid and low asked prices in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotations System ("NASDAQ") or such other system then in use, or, if on any such date such shares of the Corporation are not quoted by any such organization, the highest average of the closing bid and asked prices as furnished by a professional market maker making a market in such shares of the Corporation as selected by the Board of Directors of the Corporation, in each case during the 60-day period prior to and ending on the date of the Change of Control and (ii) if the Change of Control is the result of a transaction or series of transactions described in subparagraphs (i) or (iii) of the definition of Change of Control set forth in Section 9.1, the highest price per share of the Common Stock paid in such transaction or series of transactions (which in the case of paragraph (i) shall be the highest price per share of the Common Stock as reflected in a Schedule 13D by the person having made the acquisition); provided, however, that with respect to any Incentive Stock Option, the Change of Control Price shall not exceed the market price of a share of Common Stock (to the extent required pursuant to Section 422A of the Code) on the date of surrender thereof. 9.13 Forfeitures. Notwithstanding any other provisions of this Plan, if the Committee finds by a majority vote after full consideration of the facts that the employee, before or after termination of his employment with the Corporation or its subsidiaries for any reason (a) committed or engaged in fraud, embezzlement, theft, commission of a felony, or proven dishonesty in the course of his employment by the Corporation or its subsidiaries, which conduct damaged the Corporation or its subsidiaries, or disclosed trade secrets of the Corporation or its subsidiaries, (b) participated, engaged in or had a financial or other interest, whether as an employee, officer, director, consultant, contractor, shareholder, owner, or 19 22 otherwise, in any commercial endeavor in the United States which has a significant competitive impact on the business of the Corporation or its subsidiaries without the written consent of the Corporation or its subsidiaries, or (c) has taken any other action that has a significant adverse impact in the Corporation or its subsidiaries, the employee shall forfeit all outstanding Options, Restricted Stock, or Performance Units which are not vested, including all rights related to such matters, and including all unexercised Options, exercised Options, and any performance based Stock Awards to which he may be entitled, and other elections pursuant to which the Corporation has not yet delivered a stock certificate. Clause (b) shall not be deemed to have been violated solely by reason of the employee's ownership of stock or securities of any publicly owned corporation, if that ownership does not result in effective control of the corporation. The decision of the Committee as to the cause of the employee's discharge, the damage done to the Corporation or its subsidiaries, and the extent of the employee's competitive activity shall be final. No decision of the Committee, however, shall affect the finality of the discharge of the employee by the Company or its subsidiaries in any manner. ARTICLE X AMENDMENT AND TERMINATION 10.1 Amendments, Suspension or Discontinuance. The Board of Directors may amend, suspend or discontinue the Plan provided, however, that except as permitted by Sections 4.1(b), the Board of Directors may not, without the prior approval of the stockholders of the Company, make any amendment which operates: (a) To abolish the Committee, change the qualification of its members or withdraw the administration of the Plan from the Committee unless otherwise required or directed by law or regulation, (b) To make any material change in the class of eligible employees as defined in the Plan, 20 23 (c) To increase the total number of shares of Common Stock available for Options, Stock Appreciation Rights and Awards granted under the Plan, or (d) To extend the period during which Options or Awards may be granted under the Plan, and provided further that upon the occurrence of a Change in Control no amendment may adversely affect the rights of any person in connection with any Option or Award previously granted. 10.2 Limitation. No Option or Award shall be granted under the Plan after March 1, 2007. ARTICLE XI MISCELLANEOUS No director who also serves as an officer of the Corporation shall be eligible to vote on any matter regarding the MCN Corporation Stock Incentive Plan. IN WITNESS WHEREOF, the undersigned officer of the Company has executed this Plan this 27th day of July, 1995, pursuant to the resolution adopted by the Board of Directors of the Company. MCN CORPORATION BY: Daniel L. Schiffer ---------------------------------- Daniel L. Schiffer, Senior Vice President, General Counsel and Secretary Dated as of April 22, 1997 Restated April 22, 1997 21 24 MCN CORPORATION STOCK INCENTIVE PLAN -------------------- HISTORICAL BACKGROUND 12/12/88 MCN Corporation Minutes of Regular Meeting of Board of Directors - Resolution directing officers to prepare a written stock incentive Plan to be considered at the 02/1989 meeting. (p.7+) 02/28/90 MCN Corporation Minutes of Regular Meeting of Board of Directors - The Plan is amended effective 01/08/90 by deleting Section 6.7(d) and inserting new Section 6.7(d) and new Section 6.7(e); Section 9.1(a)(ii) is deleted and new Section 9.1(a)(ii) "Change in Control" is inserted; Section 9.1(b) is deleted and new Section 9.1(b) is inserted; Section 9.6 is deleted and new Section 9.6 inserted; New Section 9.12 Inserted. 05/08/91 MCN Corporation Minutes of Regular Meeting of Board of Directors authorizing the Board to approve a resolution to expressly state that no director who also serves as an officer of the Corporation shall be eligible to vote on any matter regarding those plans. (New Article XI - Miscellaneous) 08/15/92 Restated Plan. 12/15/94 MCN Corporation Minutes of Regular Meeting of Board of Directors proposes amendments to Sections 4.1(a) and 10.2 for approval by the Corporation's shareholders at their 1995 annual meeting. 04/27/95 MCN Corporation Minutes of Regular Meeting of Shareholders - The Shareholders approved the amendments recommended in the December 15, 1994 MCN Corporation Minutes of Regular Meeting of Board of Directors. Section 4.1(a) is deleted in its entirety and new section 4.1(a) is inserted. 25 4.1 (a) is amended to read: "Subject to adjustment pursuant to Section 4.1(b), the aggregate number of shares of Common Stock with respect to which Options, Stock Appreciation Rights, Awards and Performance Units may be granted under the Plan in any calendar year shall not exceed one percent of the shares of Common Stock outstanding in any year. The one-percent limitation shall be calculated by dividing the aggregate number of shares of Common Stock with respect to which Options, Stock Appreciation Rights, Awards and Performance Units are granted under the Plan in any calendar year by the total number of shares outstanding on the first day during the calendar year on which Options, Stock Appreciation Rights, Awards, and Performance Units are granted. If the number of shares granted with respect to Options, Stock Appreciation Rights, Awards, or Performance Units is not determinable, then the limitation shall be calculated using the largest number of shares expected to be issued. Provided, however, that the number of Shares, Options, Stock Appreciation Rights, Awards, or Performance Units that may issued under this Plan subsequent to February 27, 1995 may not exceed 5% of the number of shares issued and outstanding on that date. "Shares of Common Stock may be made available from the authorized but unissued shares of the Corporation or from shares reacquired by the Corporation including shares purchased in the open market. If an Option, Restricted Stock Award, or Performance Unit Award granted under the Plan shall expire or terminate for any reason during a calendar year, the shares subject to, but not delivered, under such option or Award shall be available for other options and Awards to the same employee or other employees." Section 10.2 is deleted in its entirety and new section 10.2 is inserted as follows: (New 10.2) 26 10.2 Limitation. No Option or Award shall be granted under the Plan after March 1, 2005. 07/27/95 MCN Corporation Minutes of Regular Meeting of Board of Directors approves an amendment to the Plan that would provide for the forfeiture of previous awards in specific situations where an executive or former executive took actions that were significantly adverse to the Corporation's interests. New section 9.13 is inserted as follows: 9.13 Forfeitures. Notwithstanding any other provisions of this Plan, if the Committee finds by a majority vote after full consideration of the facts that the employee, before or after termination of his employment with the Corporation or its subsidiaries for any reason (a) committed or engaged in fraud, embezzlement, theft, commission of a felony, or proven dishonesty in the course of his employment by the Corporation or its subsidiaries, which conduct damaged the Corporation or its subsidiaries, or disclosed trade secrets of the Corporation or its subsidiaries, (b) participated, engaged in or had a financial or other interest, whether as an employee, officer, director, consultant, contractor, shareholder, owner, or otherwise, in any commercial endeavor in the United States which has a significant competitive impact on the business of the Corporation or its subsidiaries without the written consent of the Corporation or its subsidiaries, or (c) has taken any other action that has a significant adverse impact in the Corporation or its subsidiaries, the employee shall forfeit all outstanding Options, Restricted Stock, or Performance Units which are not vested, including all rights related to such matters, and including all unexercised Options, exercised Options, and any performance based Stock Awards to which me may be entitled, and other elections pursuant to which the Corporation has not yet delivered a stock certificate. Clause (b) shall not be deemed to have been violated solely by reason of the employee's ownership of stock or securities of any publicly owned corporation, if that ownership does not result in effective control of the corporation. The decision of the Committee as to the cause of the employee's discharge, the damage done to the Corporation or its subsidiaries, and the extent of the employee's competitive activity shall be final. No decision of the Committee, however, shall affect the finality the discharge of the employee by the Company or its subsidiaries in any manner. 04/22/97 MCN Corporation Annual Meeting of Shareholders approves an amendment to the plan to increase the number of shares of MCN common stock authorized to be issued under the plan. In order to meet future potential performance unit plan awards, an increase in the number of authorized shares available for distribution under the plan by 5% of the number of MCN common shares issued and outstanding as of February 26, 1997 or 3,372,656 shares is approved. The plan is amended and restated as of 04/22/97. 27 (a) Section 4.1(a) is amended to read: "Subject to adjustment pursuant to Section 4.1(b), the aggregate number of Options, Restricted Stock Awards, and shares of Common Stock issued upon payout of Performance Units that may be distributed under the Plan in any calendar year shall not exceed one percent of the shares of Common Stock outstanding on the first day of the calendar year on the date such Options, Restricted Stock, and shares of Common Stock issued upon payout of Performance Units are distributed. In addition, the number of Shares, Options, Stock Appreciation Rights, Awards, or Performance Units that may be issued under this Plan subsequent to February 26, 1997 may not exceed 5% of the number of shares issued and outstanding on that date plus the number of shares approved and not issued prior to February 26, 1997. Shares of Common Stock may be made available from the authorized but unissued shares of the Corporation or from shares reacquired by the Corporation including shares purchased in the open market. If an Option, Restricted Stock Award, or Performance Unit granted under the Plan shall expire or terminate for any reason during a calendar year, the shares subject to, but not distributed, under such Option or Restricted Stock shall be available for other Options and Awards to the same employee or other employees." (b) Section 102. is amended to read: "Limitation. No Option or Award shall be granted under the Plan after March 1, 2007." EX-10.5 3 MCN EXECUTIVE DEFERRED COMPENSATION PLAN 1 EXHIBIT 10.5 MCN ENERGY GROUP EXECUTIVE DEFERRED COMPENSATION PLAN (AS RESTATED EFFECTIVE DECEMBER 15, 1999) 2 TABLE OF CONTENTS

SECTION PAGE ------- ---- SECTION 1 - DEFINITIONS...........................................................................................1 1.01. "Account".....................................................................1 1.02. "Additional Pension Plan Benefit".............................................1 1.03. "Additional Savings Plan Benefit"..... .......................................2 1.04 "Affiliated Employer..........................................................2 1.05. "Anniversary Date"............................................................2 1.06. "Annual Base Salary"..........................................................2 1.07. "Annual Incentive Compensation"...............................................2 1.08. "Beneficiary".................................................................2 1.09. "Benefit Agreement"...........................................................3 1.10. "Board of Directors"..........................................................3 1.11. "Code"........................................................................3 1.12. "Committee"...................................................................3 1.13. "Company".....................................................................3 1.14. "Deferral"....................................................................3 1.15. "Deferral Period".............................................................3 1.16. "Disability...................................................................3 1.17. "Effective Date"..............................................................3 1.18. "ERISA".......................................................................3 1.19. "Executive"...................................................................3 1.20. "In Pay Status"...............................................................4 1.21. "Leave".......................................................................4 1.22. "Participant".................................................................4 1.23. "Pension Plan"................................................................4 1.24. "Plan"........................................................................4 1.25. "Plan Interest Rate"..........................................................4 1.26. "Plan Year"...................................................................4 1.27. "Post-Retirement Survivor Benefit"............................................4 1.28. "Pre-Retirement Survivor Benefit".............................................4 1.29. "Retirement Date".............................................................4 1.30. "Retirement Income Benefit"...................................................4 1.31. "Savings Plan"................................................................5 1.32. "Social Security Wage Base"...................................................5 1.33. "Spouse"......................................................................5 SECTION 2 - PARTICIPATION.........................................................................................5 2.01. Commencement of Participation.................................................5 2.02. Deferrals.....................................................................5

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SECTION PAGE ------- ---- 2.03. Election of Deferral..........................................................5 2.04. Forgo Deferral for a Plan Year................................................6 2.05. Increased Deferral............................................................6 2.06. Establishment of Account......................................................6 2.07. Interaction with Other Plans..................................................7 SECTION 3 - FUNDING OF BENEFITS...................................................................................7 3.01. Unfunded Plan.................................................................7 3.02. Interest......................................................................7 SECTION 4 - CLAIMS PROCEDURE......................................................................................8 4.01. Benefit Claims Procedure......................................................8 4.02. Appeals Procedure.............................................................8 SECTION 5 - RETIREMENT INCOME BENEFITS............................................................................9 5.01. Normal Retirement Benefit.....................................................9 5.02. Termination Benefit..........................................................10 5.03. Disability...................................................................11 5.04. Hardship Withdrawal Benefits.................................................11 SECTION 6 - PRE-RETIREMENT SURVIVOR BENEFITS.....................................................................12 6.01. Pre-Retirement Survivor Benefit..............................................12 6.02 Proof of Insurability........................................................13 6.03. Exclusion for Suicide or Self-Inflicted Injury.......................................................................13 SECTION 7 - POST-RETIREMENT SURVIVOR BENEFITS....................................................................13 SECTION 8 - VESTING OF BENEFITS..................................................................................14 SECTION 9 - ADDITIONAL PROVISIONS AFFECTING BENEFITS.............................................................14 9.01. Benefit Agreement............................................................14 9.02. Leave of Absence.............................................................14 9.03. Alternative Forms of Benefit.................................................14 9.04. Tax Withholding..............................................................14

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SECTION PAGE SECTION 10 - ADMINISTRATION OF THE PLAN..........................................................................15 10.01. Duties and Power.............................................................15 10.02. Benefit Statements...........................................................15 SECTION 11 - AMENDMENT, SUSPENSION, AND TERMINATION..............................................................15 11.01. Right to Amend or Terminate..................................................15 11.02. Right to Surrender...........................................................15 11.03. Non-ERISA Plan...............................................................16 11.04. Right to Accelerate..........................................................16 SECTION 12 - MISCELLANEOUS.......................................................................................16 12.01. Right to Continued Employment................................................16 12.02. Prohibition Against Alienation...............................................16 12.03. Sayings Clause...............................................................16 12.04. Payment of Benefit of Incompetent............................................17 12.05. Spouse's Interest............................................................17 12.06. Successors...................................................................17 12.07. Gender, Number and Heading...................................................17 12.08. Legal Fees and Expenses......................................................17 12.09. Choice of Law................................................................17 12.10. Affiliated Employees.........................................................17 SECTION 13 - CHANGE IN CONTROL PROVISIONS........................................................................18 13.01 General......................................................................18 13.02 Transfer to Rabbi Trust......................................................18 13.03 Lump Sum Payments............................................................18 13.04 Joint and Several Liability..................................................18 13.05 Dispute Procedures...........................................................18 13.06 Definition of Change in Control..............................................19

Historical Background iii 5 MCN ENERGY GROUP EXECUTIVE DEFERRED COMPENSATION PLAN (as restated effective December 15, 1999) MCN Energy Group Inc., a Michigan corporation (hereinafter referred to as "MCN" or the "Company"), has adopted the MCN Energy Group Executive Deferred Compensation Plan (hereinafter referred to as the "Plan") to provide supplemental retirement income for certain Executives (hereinafter defined) and to provide a measure of security for certain Executives through the payment of death benefits to their Beneficiaries. The Company previously adopted the MCN Management Incentive Bonus Compensation Plan ("Incentive Plan") which permitted participants to defer awards made to them under the Incentive Plan. Effective as of January 1, 1990, deferrals under the Incentive Plan were discontinued and account balances under the Incentive Plan were transferred to the Plan. It is intended that this Plan provide benefits for "a select group of management or highly compensated employees" within the meaning of Sections 201, 301 and 401 of ERISA (hereinafter defined), and therefore to be exempt from the provisions of Parts 2, 3 and 4 of Title I of ERISA. SECTION 1 DEFINITIONS The following words and terms as used herein shall, unless the context clearly requires a different meaning, have the respective meanings hereinafter set forth. 1.01. "Account" means the record maintained by the Company of each Participant's Deferrals, credited interest, Additional Pension Plan Benefit, Additional Savings Plan Benefit, transfers from the MCN Energy Group Mandatory Deferred Compensation Plan, transfers from the MCN Energy Group Long-Term Incentive Plan and distributions under the Plan. 1.02. "Additional Pension Plan Benefit" means an additional benefit under this Plan, equal to the present value at the date of retirement under the qualified plan or other termination of employment of the difference between (1) the benefit that the Participant would have been entitled to receive under the Pension Plan if he had not elected to defer any amount under the Plan, and (2) the benefit that the Participant is entitled to receive under the Pension Plan. 6 1.03. "Additional Savings Plan Benefit" means an additional monthly benefit under this Plan, equal to the amount of any Company matching contributions that would have been made on the Participant's deferred salary under the terms of the Savings Plan plus (i) for periods from January 1, 1990 to July 31, 1991, the income that would have been earned thereon based upon the Participant's investment elections and the terms of the Savings Plan, and (ii) for periods after July 31, 1991, interest based upon the Plan Interest Rate in effect for such period which should be added to the Participant's account. 1.04 "Affiliated Employer" means any corporation while such corporation is a member of the same controlled group of corporations (within the meaning of Section 414(b) of the Code) as the Company or any other employing entity while such entity is under common control (within the meaning of Section 414(c) of the Code) with the Company. 1.05. "Anniversary Date" means any January 1 including or after the Effective Date. 1.06. "Annual Base Salary" means annual base salary payable in the current Plan Year before any 401(k) deferral or cafeteria plan election and before any payroll deduction for taxes or any other purpose, but excluding any bonus, fringe benefit or other form of remuneration. 1.07. "Annual Incentive Compensation" means the annual incentive plan cash compensation earned in the current Plan Year and payable in the subsequent Plan Year. 1.08. "Beneficiary" means the person, persons or entity designated in writing by the Participant on forms provided by the Company to receive distribution of certain death benefits under the Plan in the event of the Participant's death. A Participant may change the designated Beneficiary from time to time by filing a new written designation with the Committee, and such designation shall be effective upon receipt by the Committee. The designation of a Beneficiary other than the Participant's Spouse must be consented to in writing by the Spouse. If a Participant has not designated a Beneficiary, or if a designated Beneficiary is not living or in existence at the time of a Participant's death, any death benefits payable under the Plan shall be paid to the Participant's Spouse, if then living, and if the Participant's Spouse is not then living, to the Participant's estate. 1.09. "Benefit Agreement" means the benefit agreement described in Section 9.01 relating to a Participant's commitment to defer Annual Base Salary, as defined in Section 1.06, and/or Annual Incentive Compensation, as defined in Section 1.07. 1.10. "Board of Directors" means the MCN Board of Directors. 2 7 1.11. "Code" means the Internal Revenue Code of 1986, as amended. 1.12. "Committee" means the MCN Energy Group Inc. Master Trust, Retirement and Savings Plan Committee. The Committee is responsible for the administration of the Plan. 1.13. "Company" means MCN Energy Group Inc., a Michigan corporation, its successors and assigns, and any direct or indirect subsidiary of MCN which has elected, with the consent of MCN, to participate in the Plan. 1.14. "Deferral" means the portion of a Participant's Annual Base Salary and/or Annual Incentive Compensation that has been deferred in accordance with Section 2.03. Deferral amounts are retained by the Company as part of its general assets. 1.15. "Deferral Period" means the period beginning with the date of the Participant's commencement of participation in the Plan and ending on the earlier of (a) the fifth Anniversary Date after such date; or (b) the Participant's Retirement Date, as defined in Section 1.29. 1.16. "Disability" means the total and permanent inability, caused by disease or bodily injury and originating after his designation as a Participant, of an Executive to do substantially all the material duties of his regular job, except that (a) after such inability has continued for two years, such Executive shall be considered to be suffering Disability only if he cannot work for pay or profit at another job for which he is reasonably fitted by education, training or experience; and (b) such Executive shall be considered to be suffering Disability only for those periods during which he is not working for pay or profit. 1.17. "Effective Date" means January 1, 1990 and each January 1 thereafter. 1.18 "ERISA" means the Employee Retirement Income security Act of 1974, as amended from time to time. 1.19. "Executive" means a management or highly compensated employee of the Company who has been specifically designated by the Chairman of the Board of Directors to be eligible for Plan participation. Such an employee shall remain an Executive so long as this designation is not revoked by the Chairman of the Board of Directors. Upon such revocation, the former Executive shall be entitled to receive only those benefits which have been vested. 3 8 1.20. "In Pay Status" means, with respect to a benefit under the Plan, that a Participant or Beneficiary has met all of the requirements to receive such benefit and it is being paid or is about to be paid to such Participant or Beneficiary. 1.21. "Leave" means any period during which an Executive who is employed by the Company immediately prior to the commencement thereof is absent from the Company pursuant to a leave of absence granted with the permission of the Company. 1.22. "Participant" means an Executive who has made a written election to participate in the Plan in accordance with Section 2.01. 1.23. "Pension Plan" means, with respect to a Participant, any Company-sponsored qualified defined benefit plan under which the Participant is eligible to participate. 1.24. "Plan" means the MCN Energy Group Executive Deferred Compensation Plan, as described herein and as hereafter amended. 1.25. "Plan Interest Rate" means the interest rate for the latest issue, as of the end of the previous month, of ten-year U.S. Treasury Notes, or such other rate as set by the Chairman of the Board of Directors. 1.26. "Plan Year" means the period beginning January 1 and ending December 31 of each year (the calendar year). 1.27. "Post-Retirement Survivor Benefit", as described in Section 7.01, means the benefit payable to the Beneficiary of a Participant who dies after the commencement of his Retirement Income Benefit. 1.28. "Pre-Retirement Survivor Benefit", as described in Section 6.01, means the benefit payable to the Beneficiary of a Participant who dies prior to his Retirement Date. 1.29. "Retirement Date" for a Participant covered by a Pension Plan means any normal or early retirement date specified in the Pension Plan, as defined in Section 1.23; and for a Participant covered by a Savings Plan, but not covered by a Pension Plan, means any normal or early retirement date specified in the Savings Plan, as defined in Section 1.31. 1.30. "Retirement Income Benefit" means the retirement benefit described in Section 5. 1.31. "Savings Plan" means, with respect to a Participant, any Company sponsored qualified defined contribution plan under which the Participant is eligible to participate. 4 9 1.32. "Social Security Wage Base" means the maximum amount of wages subject to the old-age, survivor and disability portion of the Federal Insurance Contributions Act tax. 1.33. "Spouse" means an individual who is legally married to a Participant under the laws of the state in which the Participant resides, on the day immediately preceding the Participant's date of death. SECTION 2 PARTICIPATION 2.01. Commencement of Participation. An Executive shall become a Participant hereunder upon execution of a Benefit Agreement by the Executive no later than (i) the October 30 prior to its Effective Date, or (ii) 30 days after an employee is designated an Executive. A properly executed Benefit Agreement shall be effective on the earlier of (i) January 1 immediately following the execution of the Benefit Agreement, or (ii) the first pay period that is 30 days after the employee is designated an Executive, and shall contain the items described in this Section and in Sections 5.01, 6.01 and 9.01. Subject to Sections 2.02, 2.04 and 2.05, the deferral election made in a Benefit Agreement shall be irrevocable. 2.02. Deferrals. A Participant may continue to make the annual Deferral provided under Section 2.03 with respect to his Benefit Agreement until his designation as an Executive is revoked by the Chairman of the Board of Directors, he terminates employment with the Company, he receives a hardship withdrawal, or he revokes his Benefit Agreement after the completion of his Deferral Period. 2.03. Election of Deferral. A Participant shall elect in his Benefit Agreement the annual Deferral that he will make for each Plan Year in which he is a Participant, in multiples of $1,000 except for the $3,000 minimum. Such annual Deferral shall not exceed 30% of Annual Base Salary and 100% of Annual Incentive Compensation less the Federal Insurance Contributions Act tax on the Annual Incentive Compensation and shall not be less than $3,000. An annual Deferral of Annual Base Salary cannot reduce the Participant's Annual Base Salary below the Social Security Wage Base for the Plan Year. An annual Deferral of Annual Incentive Compensation shall be stated as a flat amount and shall not be greater than 100% of the Participant's current year Annual Incentive Compensation less the Federal Insurance Contributions 5 10 Act tax on the Annual Incentive Compensation. A Participant's election shall be irrevocable during the Deferral Period, subject to Sections 2.02, 2.04 and 2.05. After a Participant's Deferral Period is completed, the Participant may elect on an annual basis, before October 30, whether he wishes to make a Deferral for the following Plan Year. 2.04. Forgo Deferral for a Plan Year. A Participant may elect, no later than October 30 prior to its Effective Date, to forgo the Deferral for the remainder of the Deferral Period. This election cannot be made for the first year in the Deferral Period. If this election is made for a Plan Year, the Participant shall not be permitted to participate in the Plan for the two-year period beginning with the January 1 immediately following the election to forgo the Deferral. If the Participant thereafter elects to participate in the Plan, such Participant shall begin a new Deferral Period. If a Participant dies prior to his Retirement Date while employed by the Company and during a period that an election to forgo Deferral is in effect, the Participant's Beneficiary shall not be entitled to the Pre-Retirement Survivor Benefit under Section 6.01, but shall receive a lump sum distribution of an amount equal to the Participant's Account balance as of the Participant's date of death. Such lump sum payment shall be made not later than one hundred twenty (120) days after the Participant's date of death. 2.05. Increased Deferral. A Participant may elect to increase the annual Deferral that he will make for each Plan Year in which he is a Participant by filing a new Benefit Agreement to that effect with the Committee. The amount of any such increase shall be in multiples of $1,000, and the increased annual Deferral shall not exceed the limits set forth in Section 2.03. Such election will be effective on the January 1 after the new Benefit Agreement is filed with the Committee. A Participant's election to increase the amount deferred in a Plan Year will not preclude the Participant from reducing the increased deferral in subsequent Plan Years. However, in no event may the Deferral in subsequent Plan Years of the Deferral Period be reduced to an amount less than the original annual Deferral amount. 2.06. Establishment of Account. The Committee shall establish an Account for each Participant to which the Participant's Deferrals shall be credited, interest in accordance with Section 3.02 shall be credited, the Participant's account balance, if any, under the Incentive Plan shall be credited, the Additional Pension Plan Benefit shall be credited, the Additional Savings Plan Benefit shall be credited, transfers from the MCN Energy Group Mandatory Deferred Compensation Plan and MCN Energy Group Long-Term Incentive Plan shall be credited and 6 11 distributions shall be debited. A Participant's Deferrals shall be credited to his Account as of the date the Deferral would have been paid to the Participant. The Additional Pension Plan Benefit shall be credited to the Participant's Account as of (i) the date of the Participant's retirement under the qualified plan or other termination of employment for Participant's who have the traditional benefit option under the Pension Plan, and (ii) each December 31 for Participant's who have the cash balance option under the Pension Plan. The Additional Savings Plan Benefit shall be credited to the Participant's Account as of the end of each month for which the Participant makes a Deferral under the Plan. A Participant whose Account includes a transfer of assets from the Incentive Plan shall be treated as having satisfied a year of the Deferral Period for each of the Participant's years of participation in the deferral portion of the Incentive Plan. 2.07. Interaction with Other Plans. A Participant's Deferral may result in a reduction of a Participant's benefit under the Pension Plan and the Savings Plan due to restrictions imposed by the IRS on qualified plans. In order to minimize the effect of this reduction, a Participant's Account shall be credited with an Additional Pension Benefit and an Additional Savings Plan Benefit. SECTION 3 FUNDING OF BENEFITS 3.01. Unfunded Plan. The Plan shall be unfunded. All benefits payable under the Plan shall be paid from the Company's general assets. The Company shall not be required to set aside or hold in trust any funds for the benefit of a Participant or Beneficiary, who shall have the status of a general unsecured creditor with respect to the Company's obligation to make benefit payments pursuant to the Plan. Any assets of the Company available to pay Plan benefits shall be subject to the claims of the Company's general creditors and may be used by the Company in its sole discretion for any purpose. 3.02. Interest. Interest shall be credited and compounded to each Participant's Account, including that portion of the Account attributable to the benefit described in Section 2.07, on the last day of each month during each Plan Year based upon the Plan Interest Rate in effect for such Plan Year for so long as there remains an Account balance. 7 12 SECTION 4 CLAIMS PROCEDURE 4.01. Benefit Claims Procedure. All applications for benefits under the Plan shall be submitted to the Committee at the Company's principal place of business. Applications for benefits must be in writing and must be signed by the Participant or, in the case of a Pre-Retirement or Post-Retirement Survivor Benefit, by the Beneficiary or legal representative of the deceased Participant. In the event of a Participant's death, a certified copy of the death certificate will be required by the Committee. The Committee reserves the right to require that the Participant furnish proof of his age prior to processing any application. Each application shall be acted upon and approved or disapproved within ninety (90) days following its receipt by the Committee. In the event any application for benefits is denied in whole or in part, the Committee shall notify the applicant in writing of such denial and of his right to a review by the Committee and shall set forth, in a manner calculated to be understood by the applicant, specific reasons for such denial, specific references to pertinent Plan provisions on which the denial is based, a description of any additional material or information necessary for the applicant to perfect his application, an explanation of why such material or information is necessary, and an explanation of the Plan's review procedure. 4.02. Appeals Procedure. Any person whose application for benefits is denied in whole or in part may appeal such denial to the Committee by submitting a written statement to the Committee within ninety (90) days after receiving written notice from the Committee of the denial of the claim. A written statement should: (a) request a review by the Committee of the application for benefits; (b) set forth all of the grounds upon which the request for review is based and any facts in support thereof; and (c) set forth any issues or comments that the applicant deems pertinent to his application. The Committee shall regularly review appeals applications submitted to it. The Committee shall act upon each appeal within sixty (60) days after receipt of the applicant's request for review by the Committee. 8 13 The Committee shall make a full and fair review of each such application and any written materials submitted by the applicant or the Company in connection therewith and may require the Company or the applicant to submit such additional facts, documents, or other evidence as the Committee in its sole discretion deems necessary or advisable in making such a review. On the basis of its review, the Committee shall make an independent determination of the applicant's eligibility for benefits under the Plan. The decision of the Committee on any application for benefits shall be final and conclusive upon all persons. In the event that the Committee denies an application in whole or in part, the Committee shall give written notice of the Committee's decision to the applicant setting forth, in a manner calculated to be understood by the applicant, the specific reasons for such denial and specific references to the pertinent Plan provisions on which the Committee's decision was based. SECTION 5 RETIREMENT INCOME BENEFITS 5.01. Normal Retirement Benefit (a) Each Participant who retires under the Pension or Savings Plan on his Retirement Date after the completion of his Deferral Period shall be entitled to a Retirement Income Benefit commencing on the first of the month following the month in which his Retirement Date occurs. The Participant's Retirement Income Benefit shall be paid, in accordance with the Participant's selection in his Benefit Agreement, either in monthly payments over a period not less than one year and not more than 15 years, or as a lump sum distribution of the Participant's Account. The payment option selected by the Participant on his Benefit Agreement may be changed at any time by the Participant by submitting a new payment selection to the Committee, but a change shall be effective only if it is received by the Committee at least 12 months before payments under the Plan commence. The amount of the monthly payments shall be calculated to pay out over the specified period the entire balance in the Participant's Account as of his Retirement Date with interest credited monthly on the declining balance at the Plan Interest Rate. The Participant's Account shall continue to be credited monthly with interest at the Plan Interest Rate and charged with the monthly payments to the Participant. The amount of the 9 14 monthly payments to the Participant shall be adjusted on January 1 of each year to reflect changes in the Plan Interest Rate and other changes in the Participant's Account balance. (b) Each Participant who retires under the Pension Plan or Savings Plan on his Retirement Date prior to the completion of his Deferral Period shall receive a lump sum distribution in an amount equal to the Participant's Account balance on his Retirement Date. Such distribution shall be made no later than one hundred twenty (120) days after the Participant's Retirement Date. (c) Notwithstanding subparagraph (b) above, a Participant whose Deferral Period is less than five years may accelerate his Deferrals so that the sum of the Deferrals at the end of his Deferral Period is equal to five times his annual Deferral. This acceleration shall be effective beginning with the Plan Year following the year a new Benefit Agreement indicating an increased annual Deferral is filed with the Committee. The Participant's Retirement Income Benefit shall be paid in accordance with the Participant's selection in his Benefit Agreement. 5.02. Termination Benefit. A Participant who terminates employment prior to retirement or whose designation as an Executive is revoked shall receive payment of the Participant's Account balance in accordance with the Participant's election on his Benefit Agreement, either in monthly payments over three (3) years or as a lump sum distribution. If no election is indicated on the Participant's Benefit Agreement for termination benefits, the Participant's termination benefit shall be paid to him in monthly payments over three (3) years beginning no later than one hundred twenty (120) days after termination of employment or revocation of designation as an Executive. The termination benefit selected by the Participant on his Benefit Agreement may be changed at any time by the Participant by submitting a new termination election to the Committee, but a change shall be effective only if it is received by the Committee at least 12 months before payments under the Plan commence. The amount of the monthly payments shall be calculated to pay out over the three-year period the entire balance in the Participant's Account as of his Retirement Date with interest credited monthly on the declining balance at the Plan Interest Rate. The Participant's Account shall continue to be credited monthly with interest at the Plan Interest Rate and charged with the monthly payments to the Participant. The amount of the monthly payments to the Participant shall be adjusted on January 1 of each year to reflect changes in the Plan Interest Rate and other changes in the Participant's Account 10 15 balance. After receiving a termination benefit, neither the Participant, nor the Participant's Beneficiary shall be entitled to any further benefit hereunder. 5.03. Disability. A Participant who has suffered a Disability shall be deemed to be an Executive during such period and shall continue to be eligible for Retirement Income Benefits under Section 5.01 without reduction and Pre-Retirement and Post-Retirement Survivor Benefits under Sections 6.01 and 7.01. If the Disability occurs within a Deferral Period, and the disabled Participant is determined by the Committee to be totally and permanently disabled prior to the completion of the Deferral Period, the Committee shall excuse him from making additional Deferrals under the applicable Benefit Agreement, or shall reduce the amount of his required Deferrals, but no amounts shall be credited to his Account with respect to such excused or reduced Deferral(s). For all other Plan purposes, a Participant whose Deferrals have been excused shall be deemed to have made all required Deferrals during his Deferral Period. 5.04. Hardship Withdrawal Benefits. At any time prior to the commencement of Retirement Income Benefits hereunder, a Participant may request that the Committee make a distribution to him of all or part of his Account balance within 120 days. Such distribution shall be made only if the Committee determines that the Participant is suffering from a financial hardship that cannot be satisfied from his normal sources of income, and the distribution shall be limited to the amount required to meet the financial hardship. In making these determinations, the Committee shall utilize the regulations proposed or adopted by the U.S. Department of Treasury pursuant to Section 401(k) of the Code and the rules under the Savings Plan. A financial hardship shall be satisfied from (i) the Plan; (ii) the Supplemental Savings Plan; (iii) the MCN Energy Group Long-Term Incentive Performance Share Plan; and (iv) finally from the Savings Plan. After receiving a hardship distribution, neither the Participant, nor his Beneficiary shall be entitled to any Pre-Retirement Survivor Benefit hereunder unless the Participant completes two years of participation after the hardship distribution, in which event the Pre-Retirement Survivor Benefit shall be based solely on Deferrals after the hardship distribution. If a Participant dies during the two years of participation after the hardship distribution, the Pre-Retirement Survivor Benefit shall be computed as provided in Section 6.01, except that the projection forward shall include hypothetical annual Deferrals equal to zero. 11 16 SECTION 6 PRE-RETIREMENT SURVIVOR BENEFITS 6.01. Pre-Retirement Survivor Benefit. Except as provided in Sections 2.04, 5.04 and 6.02, if a Participant dies prior to his Retirement Date while employed by the Company, his Beneficiary shall be entitled to receive an amount equal to the present value, at the Participant's date of death, of the Participant's Account balance projected forward to his Normal Retirement Date. This projection forward will be accomplished by crediting to his Account balance as of his date of death the amount of a hypothetical Deferral equal to the average of the Participant's annual Deferrals for the five years immediately preceding the Participant's death for the year of the Participant's death and for all subsequent years through and including the year in which the Participant's Normal Retirement Date falls and crediting interest on the Account balance and any subsequent hypothetical Deferrals at the Plan Interest Rate in effect on his date of death in order to arrive at the projected value of his Account balance as of the Participant's Retirement Date. If the Participant did not participate in the Plan for five years preceding the year of death, the average will be computed based on a numerator equal to the total deferral election in effect for the Deferral Period in which death occurred and a denominator equal to five. This projected Account balance then will be converted to its present value on the Participant's date of death using 70% of the ten-year U.S. Treasury Note interest rate on the latest date such notes were issued before the Participant's date of death. The pre-retirement survivor benefit shall be paid in accordance with the Participant's selection in his Benefit Agreement, either in monthly payments over a period not less than one year and not more than 15 years, or as a lump sum distribution. The payment option selected by the Participant on his Benefit Agreement may be changed at any time by the Participant submitting a new payment selection to the Committee, but a change shall be effective only if it is received by the Committee at least 12 months before payments under the Plan commence. Notwithstanding the foregoing, the Chairman of the Board of Directors may, at the time of declaring the Executive eligible, designate an Executive to be eligible only for Retirement Income Benefits and not the Pre-Retirement Survivor Benefit. In the event of such a designation, the beneficiary of such an Executive shall not receive any Pre-Retirement Survivor Benefit under this Section. 12 17 6.02 Proof of Insurability. If a new Participant is uninsurable, or does not cooperate in the application for life insurance, such Participant's Beneficiary shall not be entitled to receive a Pre-Retirement Survivor Benefit under Section 6.01. The Beneficiary of such a Participant shall receive a distribution of an amount equal to the Participant's Account balance as of the Participant's date of death. Such distribution shall be paid in accordance with the Participant's selection on his Benefit Agreement, either in monthly payments over a period not less than one year and not more than 15 years, or as a lump sum distribution. If a Participant, who was insurable at the time participation in the Plan commenced, elects to increase his Deferral, such increase shall not be reflected in computing the Pre-Retirement Survivor Benefit under Section 6.01 if the Participant became uninsurable prior to electing the increased Deferral or does not cooperate in the application for life insurance. 6.03. Exclusion for Suicide or Self-Inflicted Injury. Notwithstanding any other provision of the Plan, no Pre-Retirement Survivor Benefits in excess of a Participant's Account balance as of his date of death shall be paid to any Participant or Beneficiary in the event the Participant dies as the result of suicide or self-inflicted injury within two years after January 1 of the first year of participation. SECTION 7 POST-RETIREMENT SURVIVOR BENEFITS The Beneficiary of a Participant who dies after commencement of his Retirement Income Benefit shall be entitled to continue to receive the Retirement Income Benefit payments being made to the Participant under Section 5.01 for the remainder of the period over which benefits were being paid to the deceased Participant. 13 18 SECTION 8 VESTING OF BENEFITS A Participant shall be 100% vested in his benefits under the Plan at all times except as set forth in Sections 5.02, 6.01, 6.02, 6.03, 9.02, 9.03, 11.02, 11.03 and 11.04. A Participant shall rank as an unsecured creditor of the Company for all benefits under the Plan. SECTION 9 ADDITIONAL PROVISIONS AFFECTING BENEFITS 9.01. Benefit Agreement. The Committee shall provide to each Executive a form of Benefit Agreement with respect to each Deferral Period for which the Committee will permit the Executive to make Deferrals. The Benefit Agreement shall set forth the Executive's acceptance of the benefits provided hereunder, his agreement to be bound by the terms of the Plan, and such other matters as are set forth in this Plan or deemed advisable by the Committee. 9.02. Leave of Absence. An Executive who is on Leave, with or without salary, for a period of not more than one year, shall be deemed to be an Executive employed by the Company during such Leave. An Executive who is on Leave without salary for a period in excess of one year shall forfeit his Pre-Retirement Survivor Benefit and shall not be entitled to any Pre-Retirement Survivor Benefit hereunder unless the Participant completes five years of participation after such leave in which event the Pre-Retirement Survivor Benefit shall be based solely on Deferrals after the Leave. 9.03. Alternative Forms of Benefit. The Committee in its sole discretion, at the written request of the recipient submitted to the Committee no later than 12 months prior to the commencement of benefit distributions to the recipient, may elect to pay the Participant, Spouse or Beneficiary an actuarially equivalent lump-sum, annuity or other form of benefit that it deems appropriate in lieu of the form of benefit otherwise provided in Sections 5, 6 or 7. 9.04. Tax Withholding. Benefit payments hereunder shall be subject to applicable federal, state or local tax withholding laws. 14 19 SECTION 10 ADMINISTRATION OF THE PLAN 10.01. Duties and Power. The Committee shall be responsible for the general administration of the Plan and the proper execution of its provisions. It shall also be responsible for the interpretation of the Plan and the determination of all questions arising thereunder. It shall maintain all necessary books of accounts and records. It shall have power to establish, interpret, enforce, amend, and revoke, from time to time, such rules and regulations for the administration of the Plan and the conduct of its business as it deems appropriate, including the right to remedy ambiguities, inconsistencies and omissions (provided such rules and regulations are uniformly applied to all persons similarly situated). Any action that the Committee is required or authorized to take shall be final and binding upon each and every person who is or may become a Plan Participant or Beneficiary. The Committee may amend this Plan to comply with changes to the Code, so long as the amendment does not materially increase the cost of maintaining the Plan or change benefits to Participants or Beneficiaries. 10.02. Benefit Statements. No later than 120 days after the end of each Plan Year, the Committee will provide each Participant with a statement setting forth the Participant's Account balance as of the last day of the immediately preceding Plan Year. SECTION 11 AMENDMENT, SUSPENSION, AND TERMINATION 11.01. Right to Amend or Terminate. The Plan may be amended or terminated by the Board of Directors at any time. Such amendment or termination may modify or eliminate any benefit hereunder except that such amendment or termination shall not affect the rights of Participants or Beneficiaries to the vested portion of a Participant's Account as of the date of such amendment or termination. 11.02. Right to Suspend. If the Board of Directors determines that payments under the Plan would have a material adverse affect on the Company's ability to carry on its business, the Board of Directors may suspend such payments temporarily for such time as in its sole discretion it deems advisable, but in no event for a period in excess of one year. The Company 15 20 shall pay such suspended payments in a lump sum immediately upon the expiration of the period of suspension. 11.03. Non-ERISA Plan. The Plan is intended to provide benefits for "a select group of management or highly compensated employees" within the meaning of Sections 201, 301 and 401 of ERISA, and therefore to be exempt from Sections 2, 3 and 4 of Title 1 of ERISA. Accordingly, the Plan shall terminate and existing Account balances and other benefits In Pay Status shall be paid in a single, actuarially equivalent lump-sum and no further benefits, vested or non-vested, shall be paid hereunder in the event it is determined by a court of competent jurisdiction or by an opinion of counsel that the Plan constitutes an employee pension benefit plan within the meaning of Section 3(2) of ERISA which is not so exempt. 11.04. Right to Accelerate. The Board of Directors in its sole discretion may accelerate all vested benefits upon termination of the Plan, and pay such benefits in a single, actuarially equivalent lump sum. SECTION 12 MISCELLANEOUS 12.01. Right to Continued Employment. Nothing in the Plan shall be construed as giving any person employed by the Company the right to be retained in the Company's employ. The Company expressly reserves the right to dismiss any person at any time, with or without cause, without liability for the effect that such dismissal might have upon him as a Participant in the Plan. 12.02. Prohibition Against Alienation. Except as otherwise provided in the Plan, no right or benefit under the Plan shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or charge, and any attempt to so anticipate, alienate, sell, transfer, assign, pledge, encumber, or charge the same shall be void. No such right or benefit shall be liable for or subject to the debts, contracts, liabilities, engagements, or torts of the person entitled to such right or benefit. 12.03. Sayings Clause. If any provision of this instrument shall be finally held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions hereof shall continue to be fully effective. 16 21 12.04. Payment of Benefit of Incompetent. In the event the Committee finds that a Participant, former Participant, or Beneficiary is unable to care for his affairs because of his minority, illness, accident, or other reason, any benefits payable hereunder may, unless other claim has been made therefor by a duly appointed guardian, committee or other legal representative, be paid to a spouse, child, parent, or other blood relative or dependent or to any person found by the Committee to have incurred expenses for the support and maintenance of such Participant, former Participant, or Beneficiary; and any such payments so made shall be a complete discharge of all liability therefor. 12.05. Spouse's Interest. The interest in the benefits hereunder of a Spouse of a Participant who has predeceased the Participant shall automatically pass to the Participant and shall not be transferable by such Spouse in any manner including but not limited to such Spouse's will, nor shall such interest pass under the laws of intestate succession. 12.06. Successors. In the event of any consolidation, merger, acquisition or reorganization of the Company, the obligations of the Company under this Plan shall continue and be binding upon the Company and its successors. 12.07. Gender, Number and Heading. Whenever any words are used herein in the masculine gender, they shall be construed as though they were also used in the feminine gender in all cases where they would so apply. Whenever any words used herein are in the singular form, they shall be construed as though they were also used in the plural form in all cases where they would so apply. Headings of sections and subsections as used herein are inserted solely for convenience and reference and constitute no part of the Plan. 12.08. Legal Fees and Expenses. The Company shall pay all legal fees and expenses that a Participant may incur as a result of the Company contesting the validity, enforceability, or the Participant's interpretation of, or determinations under this Plan, other than Section 5.04. 12.09. Choice of Law. This Plan shall be governed by and construed in accordance with the laws of the State of Michigan to the extent not superseded by applicable federal statutes or regulations. 12.10. Affiliated Employees. An affiliate of the Company may adopt the Plan, with the consent of the Company, in order to become a participating employer under the Plan. A participating employer may withdraw from the Plan by filing a notice with the Committee. 17 22 Transfers of employment between participating employers and the Company or other participating employers will be treated as continuous and uninterrupted service under the Plan. SECTION 13 CHANGE IN CONTROL PROVISIONS 13.01 General. In the event of a Change in Control, as defined in Section 13.06, then, notwithstanding any other provision of the Plan, the provisions of this Section 13 shall be applicable and shall supersede any conflicting provisions of the Plan. For purposes of Section 13.06 only, the term "Company" shall mean MCN Corporation, its successors and assigns. 13.02 Transfer to Rabbi Trust. The Company has established a trust pursuant to a Trust Agreement dated January 3, 1991 (the "Rabbi Trust"). The terms of the Rabbi Trust provide that, in the event of a Change in Control and thereafter, assets are to be transferred to such Trust to provide benefits under the Plan. The Company shall make all transfers of funds required by the Rabbi Trust in a timely manner and shall otherwise abide by the terms of the Rabbi Trust. 13.03 Lump Sum Payments. In a Change in Control situation, the Chairman of MCN shall have the absolute discretion to direct that a lump sum payment be made to a Participant up to the total value of such Participant's Account in the year of the Change in Control if such payment will reduce the amount of any potential excise tax imposed by Code Section 4999. 13.04 Joint and Several Liability. Upon and at all times after a Change in Control, the liability under the Plan of the Company and each Affiliated Employer that has adopted the Plan shall be joint and several so that the Company and each such Affiliated Employer shall each be liable for all obligations under the Plan to each employee covered by the Plan, regardless of the corporation by which such employee is employed. 13.05 Dispute Procedures. In the event that, upon or at any time subsequent to a Change in Control, a claim for benefits under the Plan of a Participant or Beneficiary who has exhausted the claims and appeals procedures set forth in Section 4.01 and 4.02 is denied in whole or in part, the following additional procedures shall be applicable: 18 23 (a) Any amount that is not in dispute shall be paid to the Participant or Beneficiary at the time or times provided herein. (b) The Company shall advance to such claimant from time to time such amounts as shall be required to reimburse the claimant for reasonable legal fees, costs and expenses incurred by such claimant in seeking a judicial resolution of his or her claim, including reasonable fees, costs and expenses relating to appeals; provided, however, that the Company shall not be obligated to advance to the claimant any amounts under this Section 13.04(b) unless and until the claimant agrees in writing to repay to the Company, immediately upon the occurrence of a final judicial determination with respect to such dispute, any amount of such fees, costs and expenses that is not awarded to such claimant in a final order of a court of competent jurisdiction. 13.06 Definition of Change in Control. A "Change of Control" means: (a) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (i) the then outstanding shares of common stock of the Company (the "Outstanding Company Common Stock") or (ii) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); provided, however, that the following acquisition shall not constitute a Change of Control: (A) any acquisition directly from the Company (excluding an acquisition by virtue of the exercise of a conversion privilege), (B) any acquisition by the Company, (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or (D) any acquisition by any corporation pursuant to a reorganization, merger or consolidation, if, following such reorganization, merger or consolidation, the conditions described in clauses (i), (ii) and (iii) of subsection (c) of this Section 13.06 are satisfied; or (b) Individuals who, as of the date hereof, constitute the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such 19 24 individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or (c) Approval by the shareholders of the Company of a reorganization, merger or consolidation, in each case, unless, following such reorganization, merger or consolidation, (i) more than 60% of, respectively, the then outstanding shares of common stock of the corporation resulting from such reorganization, merger or consolidation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such reorganization, merger or consolidation in substantially the same proportions as their ownership, immediately prior to such reorganization, merger or consolidation, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (ii) no Person (excluding the Company, any employee benefit plan or related trust) of the Company or such corporation resulting from such reorganization, merger or consolidation and any Person beneficially owning, immediately prior to such reorganization, merger or consolidation, directly or indirectly, 20% or more of the Outstanding Company Common Stock or Outstanding Voting Securities, as the case may be, beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such reorganization, merger or consolidation or the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors and (iii) at least a majority of the members of the board of directors of the corporation resulting from such reorganization, merger or consolidation were members of the Incumbent Board at the time of the execution of the initial agreement providing for such reorganization, merger or consolidation; or (d) Approval by the shareholders of the Company of (i) a complete liquidation or dissolution of the Company or (ii) the sale or other disposition of all or substantially all of the assets of the Company, other than to a corporation, with respect to which following such sale or other disposition, (A) more than 60% of, respectively, the then outstanding shares of common 20 25 stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such sale or other disposition in substantially the same proportion as their ownership, immediately prior to such sale or other disposition, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (B) no Person (excluding the Company and any employee benefit plan (or related trust) of the Company or such corporation and any Person beneficially owning, immediately prior to such sale or other disposition, directly or indirectly, 20% or more of the Outstanding Company Common Stock or Outstanding Company Voting Securities, as the case may be beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors and (C) at least a majority of the members of the board of directors of such corporation were members of the Incumbent Board at the time of the execution of the initial agreement or action of the Board providing for such sale or other disposition of assets of the Company. IN WITNESS WHEREOF, MCN Corporation has caused this Plan to be executed as of this 15th day of December, 1999. MCN Energy Group Inc. By:______________________________ Daniel L. Schiffer, Vice President, General Counsel and Secretary 21 26 MCN ENERGY GROUP EXECUTIVE DEFERRED COMPENSATION PLAN DEFERRAL ELECTION FORM ================================================================================ Employee Name | Social Security No. | I.D. Number - -------------------------------------------------------------------------------- Address (Number/Street) | City | State | Zip Code ================================================================================ In accordance with the terms of the MCN Energy Group Executive Deferred Compensation Plan ("Plan") which is hereby incorporated by reference, I hereby accept and agree to all the provisions of the Plan and irrevocably elect pursuant to Section 2 of the Plan to defer a portion of my compensation as indicated below. Amount to be Deferred I designate the following amounts to be deferred under the terms of the Plan: $ .00 Annual Incentive Compensation (up to a maximum of 100% of ---------- the current year's target Annual Incentive Compensation less the applicable FICA tax) $ .00 Annual Base Salary (a minimum required deferral of $3,000 ---------- up to a maximum of 30% of Annual Base Salary in $1,000 increments, but in no event may Annual Base Salary be reduced below the Social Security Wage Base) Payment Election That the amount deferred shall be paid to me after termination of my employment with the Company and its subsidiaries by reason of retirement, disability, or death, in the manner specified below: ______ Lump-sum payment ______ Payment in monthly installments over _____ years (in one year increments, not to exceed 15 years) I understand that, in addition to the above payment, I may be eligible for a hardship withdrawal pursuant to Section 5 of the Plan. Termination Election That the amount deferred shall be paid to me after termination of my employment with the Company and its subsidiaries for any reason, other than retirement, disability or death, or after my designation as an Executive is revoked, in the manner specified below: ___ Lump-sum payment ___ Payment in monthly installments over 3 years. ================================================================================ Employee Signature | Date - -------------------------------------------------------------------------------- Receipt Acknowledged By | Title | Date ================================================================================ Revised July 28, 1998 27 MCN ENERGY GROUP EXECUTIVE DEFERRED COMPENSATION PLAN BENEFICIARY DESIGNATION FORM ================================================================================ Employee Name | Social Security No. | I.D. Number - -------------------------------------------------------------------------------- Address (Number/Street) | City | State | Zip Code ================================================================================ I HEREBY DESIGNATE, PURSUANT TO SUBSECTION 1.06 OF THE ABOVE-REFERENCED PLAN, THE BELOW DESIGNATED PERSON(S) AS MY BENEFICIARY IN THE EVENT OF MY DEATH: - -------------------------------------------------------------------------------- BENEFICIARY'S NAME | ADDRESS - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- ================================================================================ IN THE EVENT ANY OF THE ABOVE-NAMED BENEFICIARIES SHOULD PREDECEASE ME, OR SHALL SURVIVE ME BUT DIE BEFORE RECEIVING ALL AMOUNTS TO BE PAID, I HEREBY NAME THE FOLLOWING AS A CONTINGENT BENEFICIARY TO RECEIVE ANY SUCH UNPAID AMOUNTS: - -------------------------------------------------------------------------------- BENEFICIARY'S NAME | ADDRESS - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- ================================================================================ IN THE EVENT NONE OF THE ABOVE-NAMED BENEFICIARIES SURVIVE ME, ANY UNPAID AMOUNTS SHALL BE PAID TO MY LAWFUL SUCCESSOR IN INTEREST. I RESERVE THE RIGHT TO CHANGE THIS BENEFICIARY DESIGNATION AT ANY TIME BY FILING WITH THE COMMITTEE OR ITS DESIGNEE A NEW BENEFICIARY DESIGNATION FORM. I UNDERSTAND THAT MY MOST RECENT ELECTION AS TO THE BENEFICIARY DESIGNATION WILL APPLY TO ALL AWARD AMOUNTS DEFERRED BY ME AT ANY TIME. - -------------------------------------------------------------------------------- Employee Signature | Date - -------------------------------------------------------------------------------- Receipt Acknowledged By | Title | Date ================================================================================ 28 MCN EXECUTIVE DEFERRED COMPENSATION PLAN HISTORICAL BACKGROUND 01/01/90 MCN Corporation adopts Plan effective 01/01/90. 02/28/90 MCN Corporation Minutes of Regular Meeting of Board of Directors approved an amendment that provides for new definitions of "Cause" and "Change in Control" (Section 13). 05/06/92 MCN Corporation Minutes of Regular Meeting of Board of Directors approved new Section 1.29, "Social Security Wage Base", effective 01/01/91; new Section 2.03, "Election of Deferral", effective 01/01/92; and amended Section 2.09, "Interaction With Other Plans", effective 08/01/91; new sentence at the end of Section 10.01 Administration of the Plan "Duties and Power" effective 06/01/92. 08/15/92 Plan restated. 07/27/95 MCN Corporation Minutes of Regular Meeting of Board of Directors approved the Plan restatement to reflect the fact that not all participants [those employed by Genix] are participants in MichCon's Pension Plan. The Plan was amended to continue to cover employees of MCN who are not part of the Pension Plan. 02/22/96 MCN Corporation Minutes of Regular Meeting of Board of Directors approved the Plan restatement effective 1/1/96 to reflect the fact an election to defer a bonus amount must be stated in a flat dollar amount not to exceed the current year's target bonus. This change will enable the Plan Administrator to project the amount of the deferral with more certainty for purposes of purchasing insurance to fund the benefit that will ultimately be paid. The Plan was amended to permit a participant to elect out of the Plan after the first year of participation. Certain consequences were attached to such election to encourage continued participation. The Plan was amended to clarify that if a participant elects to increase the amount of an annual deferral, that subsequent deferrals may be reduced. However, such reduction may not reduce subsequent deferrals to an amount less than the amount of the original deferral. The Plan was amended to provide that the additional pension benefit and additional savings plan benefit will be credited to the participant's account balance. This will eliminate confusion as to when those benefits must be paid. The Plan was amended to provide participants with the option to elect to have termination benefits paid out over a three-year period or as a lump sum. If no election is made, termination benefits will be paid in monthly installments over three years beginning no later than 120 days after termination of employment. The Plan was amended to clarify the computation of the 29 pre-retirement survivor benefit. The Plan was amended to add a provision requiring proof of insurability. The Plan was amended to clarify that the change of control provisions relate to the change of control of MCN Corporation. These amendments are reflected in Section 1.01, "Account"; the addition of Sections 1.02, "Additional Pension Plan Benefit" , 1.03, "Additional Savings Plan Benefit", and 1.04, (Affiliated Employer"; the amendments to Sections 2.01, "Commencement of Participation" and 2.03, "Election of Deferral"; the deletion of Section 2.04, "Acceleration of Deferral"; the amendment of Section 2.05, "Forgo Deferral for a Plan Year" and redesignation as Section 2.04; the deletion of Section 2.06, "Revocation of Deferral"; the amendment and redesignation of Section 2.07 to 2.05, "Increased Deferral"; the amendment and redesignation of Section 2.08 to 2.06, "Establishment of Account"; the amendment and redesignation of Section 2.09 to 2.07, "Interaction with Other Plans"; amendments to Sections 5.02 "Termination Benefit", 5.04, "Hardship Withdrawal Benefits" and 6.01, "Pre-Retirement Survivor Benefit"; the addition of new Section 6.02, Proof of Insurability"; the redesignation of prior 6.02 to Section 6.03; and the amendment to Section 13.01, "General". 08/27/98 MCN Energy Group Inc. Minutes of Regular Meeting of Board of Directors approved the Plan amendment and restatement effective January 1, 1998, to reflect the change of the Company's name to MCN Energy Group Inc and the name of the plan to the MCN Energy Group Executive Deferred Compensation Plan. Section 1.12 was amended to change the name of the Committee from "the Savings Plan Committee under the MichCon Savings and Stock Ownership Plan" to the "MCN Energy Group Inc. Master Trust, Retirement and Savings Plan Committee." Section 2.01 is amended to add that an Executive may become a Participant no later than 30 days after he is designated an Executive. Section 2.06 is amended to revise the third sentence to read as shown. Prior to amendment, the sentence read as follows: The Additional Pension Plan Benefit shall be credited to the Participant's Account as of the date of the Participant's retirement under the qualified plan or other termination of employment. Section 2.07 was amended to read as shown. Prior to amendment, Section 2.07 read as follows: Interaction with Other Plans. The deferral of Annual Base Salary (but not Annual Incentive Compensation) may result in a reduction of a Participant's benefit under the Pension Plan and the Savings Plan due to restrictions imposed by the IRS on 30 qualified plans. In order to minimize the effect of this reduction, a Participant's Account shall be credited with an Additional Pension Benefit and an Additional Savings Plan Benefit. This amendment was necessary due to the addition of bonuses to the definition of compensation for purposes of Retirement Plan and Savings Plan computations for Cash Balance Participants. Sections 5.01 and 6.01 were amended to eliminate the restriction on monthly payments of 5, 10, or 15 years and permit monthly payments over a period of any number of years from one to 15 and to permit a change in payment option if made at least 12 (as opposed to 36) months prior to the start of payments under the Plan. Section 6.02 was amended to reflect the availability of annual payments over a period of one to 15 years. Section 9.03 was amended to permit a change in payment option if made at least 12 (as opposed to 36) months prior to the start of payments under the Plan. 12/15/99 MCN Energy Group Inc. Minutes of Regular Meeting of Board of Directors approved the Plan amendment and restatement effective December 15, 1999, to reflect the following changes: Section 1.01 was amended to add "transfers from the MCN Energy Group Mandatory Deferred Compensation Plan and MCN Energy Group Long-Term Incentive Plan" after "Additional Savings Plan Benefit." Section 2.06 is amended to add "transfers from the MCN Energy Group Mandatory Deferred Compensation Plan and MCN Energy Group Long-Term Incentive Plan shall be credited" before "and distributions shall be debited" in the first sentence. Sections 13.03, 13.04 and 13.05 were redesignated as Sections 13.04, 13.05 and 13.06, respectively. A new Section 13.03, Lump Sum Payments, was added to read as shown. EX-10.6 4 MICHCON SUPPLEMENTAL DEATH BENEFIT PLAN 1 EXHIBIT 10.6 MICHCON SUPPLEMENTAL DEATH BENEFIT AND RETIREMENT INCOME PLAN (AS AMENDED AND RESTATED EFFECTIVE APRIL 1, 1997) 2

TABLE OF CONTENTS SECTION PAGE - ------- ---- ARTICLE 1 ...................................................................................................... 1 Title ARTICLE 2 ...................................................................................................... 1 Definitions ARTICLE 3 ...................................................................................................... 6 Purpose ARTICLE 4 ...................................................................................................... 6 Effective Date ARTICLE 5 ...................................................................................................... 6 Participation ARTICLE 6 ...................................................................................................... 7 Benefits ARTICLE 7 ...................................................................................................... 10 Conditions for Benefits ARTICLE 8 ...................................................................................................... 12 Unfunded Plan ARTICLE 9 ...................................................................................................... 13 Assignment ARTICLE 10 ..................................................................................................... 13 Administration ARTICLE 11 ..................................................................................................... 14 Amendment, Suspension or Termination ARTICLE 12 ..................................................................................................... 14 Legal Fees and Expenses ARTICLE 13 ..................................................................................................... 15 No Employment Rights and Not a Contract to Continue in Office

3 MICHCON SUPPLEMENTAL DEATH BENEFIT AND RETIREMENT INCOME PLAN (as amended effective April 1, 1997) ARTICLE I TITLE The title of this plan shall be the "MichCon Supplemental Death Benefit and Retirement Income Plan." ARTICLE 2 DEFINITIONS The following words and phrases used herein shall have the following respective meanings unless the context clearly requires otherwise: (1) Board: The Board of Directors of MCN Energy Group Inc. (2) Cause: Cause shall mean repeated material breaches of an Employee's duties of employment which are not cured after receipt by the Employee of written notice specifying such breaches or the Employee's conviction of a felony involving moral turpitude. (3) Change of Control: Change of Control shall mean: (a) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934 as amended (the "Exchange Act")) (a "Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (1) the then outstanding shares of common stock of MCN Energy Group Inc. (the "Outstanding MCN Common Stock") or (ii) the combined voting power of the then outstanding voting securities of MCN Energy Group Inc. entitled to vote generally in the election of directors (the "Outstanding MCN Voting Securities"): provided, 4 however, that the following acquisitions shall not constitute a Change of Control: (i) any acquisition directly from MCN Energy Group Inc. (excluding an acquisition by virtue of the exercise of a conversion privilege), (ii) any acquisition by MCN Energy Group Inc., (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by MCN Energy Group Inc. or any corporation controlled by MCN Energy Group Inc. or (iv) any acquisition by any corporation pursuant to a reorganization, merger or consolidation, if, following such reorganization, merger or consolidation, the conditions described in clauses (i), (ii) and (iii) of subsection (c) of this Section 2 are satisfied; or (b) Individuals who, as of the date hereof, constitute the Board of Directors of MCN Energy Group Inc. (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by MCN Energy Group Inc.'s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or (c) Approval by the shareholders of MCN Energy Group Inc. of a reorganization, merger or consolidation, in each case, unless, following such reorganization, merger or consolidation, (1) more than 60% of, respectively, the then outstanding shares of common stock of the 5 corporation resulting from such reorganization, merger or consolidation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding MCN Common Stock and Outstanding MCN Voting Securities immediately prior to such reorganization, merger or consolidation is substantially the same proportions as their ownership, immediately prior to such reorganization, merger or consolidation, of the Outstanding MCN Common Stock and Outstanding MCN Voting Securities, as the case may be, (ii) no Person (excluding MCN Energy Group Inc., any employee benefit plan or related trust sponsored or maintained by MCN Energy Group Inc. or any corporation controlled by MCN Energy Group Inc. or such corporation resulting from such reorganization, merger or consolidation and any Person beneficially owning, immediately prior to such reorganization, merger or consolidation, directly or indirectly, 20% or more of the Outstanding MCN Common Stock or Outstanding MCN Voting Securities, as the case may be) beneficially owns directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such reorganization, merger or consolidation or the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors and (iii) at least a majority of the members of the board of directors of the corporation resulting from such reorganization, merger or consolidation were members of the Incumbent Board at the time of the execution of the initial agreement providing for such reorganization, merger or consolidation; or 6 (d) Approval by the shareholders of MCN Energy Group Inc. of (i) a complete liquidation or dissolution of MCN Energy Group Inc. or (ii) the sale or other disposition of all or substantially all of the assets of MCN Energy Group Inc., other than to a corporation, with respect to which following such sale or other disposition, (A) more than 60% of, respectively, the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding MCN Common Stock and Outstanding MCN Voting Securities immediately prior to such sale or other disposition in substantially the same proportion as their ownership, immediately prior to such sale or other disposition, of the Outstanding MCN Common Stock and Outstanding MCN Voting Securities, as the case may be, (B) no Person (excluding MCN Energy Group Inc., any employee benefit plan or related trust sponsored or maintained by MCN Energy Group Inc. or any corporation controlled by MCN Energy Group Inc., or such corporation resulting from such reorganization, merger or consolidation, and any Person beneficially owning, immediately prior to such sale or other disposition, directly or indirectly, 20% of more of the Outstanding MCN Common Stock or Outstanding MCN Voting Securities, as the case may be) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors and (C) at least a majority of the members of the board of directors of such 7 corporation were members of the Incumbent Board at the time of the execution of the initial agreement or action of the Board providing for such sale or other disposition of assets of MCN Energy Group Inc. (4) Committee: The Compensation Committee of the Board. (5) Company: Michigan Consolidated Gas Company. (6) Dependent Child: A natural born or legally adopted child, stepchild or foster child of an Employee, including children conceived at the date of death, which child is unmarried, is not in the armed forces of any country, has not attained the age of 21, and prior to the death of the Survivor was dependent upon such Survivor for his or her principal support and maintenance and, if a stepchild or foster child, resided in such Survivor's household. If, with respect to an Employee, there are more than four persons who qualify under the preceding sentence at anytime, only the four youngest such persons shall be treated as qualifying. (7) Directors: Members of the Board who are not also employees of the Company or of a Subsidiary. (8) Employees: Key salaried employees of the Company or a Subsidiary who are employed in an executive, administrative, or professional capacity. (9) Final Annual Salary: The regular basic annual salary for an Employee before any payroll deductions, Section 401(k) contributions, non-qualified deferred compensation contributions, or cafeteria plan election, but excluding bonuses, awards and severance payments. This amount shall be determined at the time the employment of the Employee ceases as a result of retirement, termination or death. (10) Good Reason: Good Reason means (i) a significant change in the Employee's authority, duties, responsibilities or status within MCN from those which existed immediately prior to the Change in Control; (ii) a change (other than a bona fide promotion) in the Employee's title or office; (iii) a reduction in the Employee's compensation or benefits existing immediately prior to the Change in Control; (iv) a change in the Employee's assigned place of employment requiring physical relocation, 8 or a material change in the Employee's business travel obligations; (v) any similar significant change in the requirements, responsibilities or compensation of the Employee from the arrangements immediately prior to the Change in Control imposed by MCN without the express written consent of the Employee; or (vi) any other changes in working conditions that a reasonable man holding a similar position would find untenable. (11) MCN: MCN Energy Group Inc. (12) Plan: MichCon Supplemental Death Benefit and Retirement Income Plan. (13) Subsidiary: Any corporation in which the Company owns, directly or indirectly, stock possessing 50 percent or more of the total combined voting power of all classes of stock. (14) Survivor: The Employee or the Employee's spouse (if any) whose death occurs last. ARTICLE 3 PURPOSE The purpose of the Plan is to improve the ability of the Company and its Subsidiaries to attract and retain executives and directors. ARTICLE 4 EFFECTIVE DATE The effective date of the Plan shall be June 22, 1988. ARTICLE 5 PARTICIPATION Participation in the Plan is limited to Employees and Directors who are recommended by the Committee and approved by the Board. No person shall have a right to participate in the Plan without approval by the Board. Participation in the Plan shall be evidenced by a written agreement 9 executed between the Company and the Employee or Director. No person eligible for benefits under this Plan as an Employee shall be eligible for benefits under this Plan as a Director. No benefit shall be payable to or on behalf of any Director who dies or retires on or after April 1, 1997. ARTICLE 6 BENEFITS A. Pre-Retirement Death Benefit Provided the conditions specified in Article 7, Section A are satisfied, the Company will pay solely to the surviving spouse of an Employee who participated in the Plan, a pre-retirement death benefit of 1/24th of the Employee's Final Annual Salary during the month of the Employee's death and monthly thereafter through and including the month the Employee would have attained age 65, and thereafter, monthly payments of 1/60th of the Employee's Final Annual Salary through and including the month in which the Employee would have attained age 75. All such payments will be made only during the lifetime of the Employee's surviving spouse and will cease upon the death of said spouse. With respect to Directors, provided the conditions specified in Article 7, Section A are satisfied, the Company will pay solely to the surviving spouse of a Director who participated in the Plan, a pre-retirement death benefit of $100,000 at the time of the Director's death. Payment will be made only to the Director's surviving spouse and no payment will be made if there is no surviving spouse. B. Post-Retirement Benefit Provided the conditions specified in Article 7, Section B are satisfied, the Company will pay to an Employee or Director who participated in the Plan, a post-retirement benefit. An Employee who retires prior to age 62 and the Employee's surviving spouse are not eligible (without approval of the Committee) to begin receiving any post-retirement benefit until the date that the Employee attains or would have attained age 62 had the Employee lived. A Director who ceases to hold office as a Director prior to age 65 is not eligible (without approval of the Committee) to receive any post-retirement benefit. If such approval is 10 obtained, post-retirement benefits will begin on the date the Director attains or would have attained age 65 had the Director lived, unless otherwise approved by the Committee. An Employee shall elect, at least 30 days prior to the Employee's retirement (or at least 30 days prior to attaining age 62 if the second paragraph of Article 7, Section D applies to the Employee), on a form approved by the Committee, to receive a post-retirement benefit pursuant to any one of the following options. A Director shall elect, at least 30 days prior to the Director ceasing to hold office as a Director (or at least 30 days prior to attaining age 65 if the third paragraph of Article 7, Section D applies to the Director), on a form approved by the Committee, to receive a post-retirement benefit pursuant to either Option A or C. 1. Supplemental Retirement Benefit Options OPTION A. The Company will pay to an Employee, in equal monthly payments, 20% of the Employee's Final Annual Salary each year for each of the first 10 years following the Employee's retirement from the Company or a Subsidiary or following the Employee's attainment of age 62, whichever is later. With respect to Directors, the Company will pay to a Director, in equal monthly payments, $10,000 each year for each of the first 10 years following the Director's ceasing to hold office as a Director. Such payments will be made only to the Employee or Director, or in the event of the Employee's or Director's death, to the Employee's or Director's surviving spouse, and upon the death of the survivor thereof shall cease. OR OPTION B. The Company will pay to an Employee, in equal monthly payments, 15% of the Employee's Final Annual Salary each year for each of the first 15 years following the Employee's retirement from the Company or a Subsidiary or following the Employee's attainment of age 62, whichever is later. Such payments will be made only to the Employee, or in the event of the Employee's death, to the Employee's surviving spouse, and upon the death of the survivor thereof shall cease. OR 2. Post-Retirement Death Benefit Option 11 OPTION C. The Company will pay solely to an Employee's surviving spouse, the sum of 332% of the Employee's Final Annual Salary upon the later of the Employee's death or the date the Employee would have attained age 62 had the Employee lived. With respect to Directors, the Company will pay solely to the Director's surviving spouse, the sum of $100,000 upon the death of a Director if the death occurs after the Director ceased to hold office as a Director. No payment will be made if there is no surviving spouse. OR OPTION D. The Company will pay solely to an Employee's surviving spouse, in equal monthly payments, 42% of the Employee's Final Annual Salary each year for each of the first 10 years following the later of the Employee's death or the date the Employee would have attained age 62 had the Employee lived. Such payments will be made only during the lifetime of the Employee's surviving spouse and will cease upon the death of said spouse. OR OPTION E. The Company will pay solely to an Employee's surviving spouse, in equal monthly payments, 32% of the Employee's Final Annual Salary each year for each of the first 15 years following the later of the Employee's death or the date the Employee would have attained age 62 had the Employee lived. Such payments will be made only during the lifetime of the Employee's surviving spouse and will cease upon the death of said spouse. C. Dependent Child Benefit Provided the conditions specified in Article 7, Section C are satisfied, the Company will pay to a Dependent Child of an Employee who participated in the Plan, a dependent child benefit of 1/96th of the Employee's Final Annual Salary during the month of the Survivor's death and monthly thereafter through and including the month the Dependent Child attains age 21. All such payments are limited to persons who qualify as a Dependent Child and no other person shall receive any dependent child benefit. 12 D. Assumption of Liability for Benefits The Company will assume Primark Corporation's obligations with respect to each person who was covered by the Primark Corporation Supplemental Death Benefit and Retirement Income Plan and who is a Director or Employee of the Company immediately after the effective date of the spin-off of the Company from Primark Corporation except for the obligation to the person who, immediately before the spin-off, was the Chief Executive Officer of Primark Corporation. ARTICLE 7 CONDITIONS FOR BENEFITS BENEFITS A. Pre-Retirement Death Benefit Subject to the following conditions, the pre-retirement death benefit provided in Article 6, Section A shall be paid to an Employee's or Director's surviving spouse. CONDITIONS 1. The Employee shall have been in the continuous employ of the Company or a Subsidiary from the date of participation in the Plan until the time of the Employee's death. With respect to Directors, the Director shall have served continuously on the Board from the date of participation in the Plan until the time of the Director's death; and 2. The Employee shall have died while in the employ of the Company or a Subsidiary and prior to the Employee's actual retirement from the Company or a Subsidiary. With respect to Directors, the Director shall have died while holding office. B. Post-Retirement Benefit Subject to the following conditions, the post-retirement death benefit provided in Article 6, Section B1 or B2 shall be paid to an Employee or Director or the respective surviving Spouse. 13 CONDITIONS 1. The Employee shall have been in the continuous employ of the Company or a Subsidiary from the date of participation in the Plan until the time of the Employee's retirement. With respect to Directors, the Director shall have served continuously on the Board from the date of participation in the Plan until the Director attains age 65, unless otherwise approved by the Committee; and 2. The Employee shall have retired from the Company or a Subsidiary in accordance with the terms of the MichCon Retirement Plan. With respect to Directors, the Director shall have ceased to hold office as a Director, otherwise than by death. C. Dependent Child Benefit Subject to the following conditions, the dependent child benefit provided in Article 6, Section C shall be paid to any person who qualifies as a Dependent Child. CONDITIONS 1. The Employee shall have been in the continuous employ of the Company or a Subsidiary from the date of participation in the Plan until the time of the Employee's death; and 2. The Employee shall have died while in the employ of the Company or a Subsidiary and prior to the Employee's actual retirement from the Company or a Subsidiary; and 3. The Employee's spouse (if any) shall have died; and 4. A Dependent Child survives. D. Continued Services Required Except as provided in this Section, all rights to benefits under this Plan shall terminate upon termination of the Employee's employment with the Company or a Subsidiary for any reason other than the Employee's death or retirement in accordance with the terms of the MichCon Retirement Plan. With respect to Directors, except as provided in this Section, all rights to benefits under this Plan shall terminate if the Director ceases to hold office as a Director before the Director attains age 65, unless otherwise approved by the Committee. 14 Notwithstanding any other provision of this Plan, if (1) a Change in Control occurs, (2) the Employee was either admitted to participation in the Plan on or before July 1, 1988, or the Change in Control occurs more than 12 months (or such shorter period as approved by the Committee) after the Employee was admitted to participation in the Plan, and (3) within 60 months after the Change in Control occurs, the employment of the Employee is terminated (i) by the Company other than for Cause or (ii) by the Employee for Good Reason, then all rights to benefits under this Plan shall continue as if such termination of employment had not occurred. A pre-retirement death benefit shall be available if such person dies prior to attaining age 62, and a post-retirement benefit shall be available when such person attains age 62. Notwithstanding any other provision of this Plan, if (1) a Change in Control occurs, (2) the Director was either admitted to participation in the Plan on or before July 1, 1988, or the Change in Control occurs more than 12 months (or such shorter period as approved by the Committee) after the Director was admitted to participation in the Plan, and (3) as part of or within 60 months after the Change in Control, the Director ceases to hold office otherwise than (i) removal by the shareholders for Cause, or (ii) resignation by the Director, then all rights to benefits shall continue as if the Director had continued to hold office. A pre-retirement death benefit shall be available if such Director dies prior to attaining age 65, and a post-retirement benefit shall be available when such Director attains age 65. Notwithstanding any other provision of this Plan, if an Employee is admitted to participation in the Plan, and has reached age 55, and thereafter, the employment of the Employee is terminated prior to retirement other than for Cause, then all rights to benefits under this Plan accrued as of the later of December 31, 1993 or on December 31 of the year the employee reaches age 55 shall continue as if such termination of employment had not occurred. A pre-retirement death benefit shall be available if such person dies prior to attaining age 62, and a post-retirement benefit shall be available when such person attains age 62. 15 ARTICLE 8 UNFUNDED PLAN This Plan shall not be a funded plan. Any insurance Policy or other asset acquired or held by the Company in connection with this Plan shall not be deemed to be held by the Company in trust for any person, or to be security for the performance of any obligations of the Company, but shall be and remain a general asset of the Company. No person shall have any property interest in any specific assets of the Company. Any rights acquired pursuant to the Plan shall be those of an unsecured creditor. The obligation to make payments under this Plan shall be and remain an unsecured, unfunded general obligation of the Company. ARTICLE 9 ASSIGNMENT No benefit hereunder of any person is assignable or transferable to any other person nor may such be sold, assigned, conveyed, or otherwise transferred or hypothecated. ARTICLE 10 ADMINISTRATION This Plan shall be administered by the Committee. The Committee shall have full authority and responsibility to interpret and administer the terms of the Plan and may adopt rules and regulations governing the administration of the Plan. The Committee shall be responsible for making recommendations to the Board with respect to Employees and Directors who are to participate in the Plan. In discharging this responsibility, the Committee may consult with individual members of the Board, with the management of the Company or with such other persons as the Committee may deem appropriate. The Board shall determine which Employees and Directors shall participate in the Plan, based upon the recommendations of the Committee, and the Board's own consideration of who should participate in the Plan. 16 The Committee, in its absolute discretion, may cause benefit payments to an Employee to commence prior to the Employee attaining age 62 if it deems such action appropriate to the circumstances. The Committee, in its absolute discretion, may provide benefits to a Director even if the Director fails to hold office until the Director attains age 65 and may cause benefit payments to such Director to commence prior to the Director attaining age 65 if it deems such action appropriate to the circumstances. The Committee, in its absolute discretion, may provide benefits to an Employee or Director even if such person was admitted to participation in the Plan or the Primark Corporation Supplemental Death Benefit and Retirement Income Plan within 12 months of a Change in Control. Any member of the Committee or of the Board who is being considered for eligibility or who would be affected by a matter being considered shall not vote or act on such matter. ARTICLE 11 AMENDMENT, SUSPENSION OR TERMINATION MCN's Board of Directors may at any time amend, suspend or terminate the Plan, or any part thereof, for any purpose; provided, however, that no such amendment, suspension or termination shall affect any agreement between an Employee or Director and MCN without the written consent of the Employee or Director. ARTICLE 12 Legal Fees and Expenses MCN shall pay all legal fees and expenses that an Employee or Director admitted to participation in the Plan, or such Employee's or Director's spouse or Dependent Child may incur as a result of MCN contesting the validity, enforceability, or any such person's interpretation of, or determinations under this Plan; provided, however, MCN shall not be required to pay any fees or expenses of any such person unsuccessfully seeking to obtain benefits following a Change in Control based upon termination of employment or removal from Office for Cause. 17 ARTICLE 13 No Employment Rights and Not a Contract to Continue in Office Nothing contained in the Plan and no actions taken pursuant to the provisions of the Plan shall be construed as a contract of employment between the Company or a Subsidiary and an Employee, or as a right of any Employee to be continued in the employment of the Company or a Subsidiary, or as a limitation of the right of the Company or a Subsidiary to discharge any Employee at any time, with or without cause, or as a limitation of the right of the Employee to terminate employment at any time. Nothing contained in the Plan and no actions taken pursuant to the provisions of the Plan shall be construed as a contract for services between the Company and a Director, or as a right of a Director to continue to serve as a director, or as a limitation of the right of shareholders to remove a Director from office, with or without cause, or as a limitation of the right of the Director to resign from office. IN WITNESS WHEREOF, the undersigned officer of the Company has executed this Plan as of this 1st day of April, 1997. MICHIGAN CONSOLIDATED GAS COMPANY By: /s/ Stephen E. Ewing ------------------------------ Stephen E. Ewing, President and Chief Executive Officer Restated April 1, 1997 18 MCN ENERGY GROUP INC. SUPPLEMENTAL DEATH BENEFIT AND RETIREMENT INCOME AGREEMENT EMPLOYEE THIS AGREEMENT is made this day of) , , between MCN Energy Group Inc., a Michigan Corporation, (the "Corporation") and , an employee of the Corporation (the "Employee"). WITNESSETH WHEREAS, the Employee has agreed to serve as an officer of the Corporation and the Corporation desires to encourage the Employee to continue to perform his or her duties in a capable and efficient manner. NOW, THEREFORE, in consideration of the foregoing and the benefits to be derived hereunder, the Corporation and Employee agree as follows: The Employee shall receive the benefits of an Employee under the MichCon Supplemental Death Benefit and Retirement Income Plan ("Plan") as in effect on this date subject to all the terms and conditions as specified in the Plan. The Plan and all its provisions are hereby incorporated by reference. The benefits under this Agreement are in lieu of those otherwise payable by MichCon. 19 IN WITNESS WHEREOF, the undersigned officer of the Corporation has executed this agreement an behalf of the Corporation and the Employee has executed this agreement on the date first above written: MCN ENERGY GROUP INC. By: ----------------------------------- Its: Secretary ---------------------------------- EMPLOYEE -------------------------------------- 20 MCN ENERGY GROUP INC. SUPPLEMENTAL DEATH BENEFIT AND RETIREMENT INCOME AGREEMENT OPTION ELECTION FORM EMPLOYEE Name Soc. Sec. No. Retirement Date I. D. No. Name of Spouse Soc. Sec. No. I hereby elect to receive the following post-retirement benefit under my Supplemental Death Benefit and Retirement Agreement with MCN Energy Group Inc. which is subject to all the terms and conditions specified in the MichCon Supplemental Death Benefit and Retirement Income Plan ("Plan"). The Plan and all its provisions are hereby incorporated by reference. Option A Option B Option C Option D Option E I understand that once having retired, I may not change this election. - --------------------------- ----------------------------------- Date Employee - --------------------------- ----------------------------------- Date Witness 21 MCN ENERGY GROUP INC. SUPPLEMENTAL DEATH BENEFIT AND RETIREMENT INCOME AGREEMENT DIRECTOR THIS AGREEMENT is made this day of , 19 , between MCN Energy Group Inc., a Michigan Corporation, (the "Corporation") and , a non-employee director of the Corporation (the "Director"). WITNESSETH WHEREAS, the Director has agreed to serve On the Board of Directors of the Corporation and the Corporation desires to encourage the Director to continue to perform his or her duties in a capable and efficient manner. NOW, THEREFORE, in consideration of the foregoing and the benefits to be derived hereunder, the Corporation and Director agree as follows: The Director shall receive the benefits of a Director under the MichCon Supplemental Death Benefit and Retirement Income Plan ("Plan") as in effect as of January 4, 1989 subject to all the terms and conditions as specified in the Plan. The Plan and all its provisions are hereby 22 incorporated by reference. The benefits under this Agreement are in lieu of those otherwise payable by MichCon. IN WITNESS WHEREOF, the undersigned officer of the Corporation has executed this agreement on behalf of the Corporation and the Director has executed this agreement on the date first above written: MCN ENERGY GROUP INC. By: -------------------------- Its: Secretary ------------------------ DIRECTOR ----------------------------- Director 23 MCN ENERGY GROUP INC. SUPPLEMENTAL DEATH BENEFIT AND RETIREMENT INCOME AGREEMENT OPTION ELECTION FORM DIRECTOR Name Soc. Sec. No. Last Date to Hold Office Name of Spouse Soc. Sec. No. I hereby elect to receive the following post-retirement benefit under the MichCon Supplemental Death Benefit and Retirement Income Plan ("Plan"), subject to all the terms and conditions specified in the Plan. The Plan and all its provisions are hereby incorporated by reference. Option A Option C I understand that once having ceased to serve on the Board of Directors of MCN Energy Group Inc., I may not change this election. - ------------------------------ ---------------------------------- Date Director - ------------------------------ -------------------------------- Date Witness 24 MICHIGAN CONSOLIDATED GAS COMPANY SUPPLEMENTAL DEATH BENEFIT AND RETIREMENT INCOME AGREEMENT EMPLOYEE THIS AGREEMENT is made this day of 19 , between Michigan Consolidated Gas Company, a Michigan Corporation, (the "Company") and , an employee of the Company (the "Employee"). WITNESSETH WHEREAS, the Employee has agreed to serve as an officer of the Company and the Company desires to encourage the Employee to continue to perform his or her duties in a capable and efficient manner. NOW, THEREFORE, in consideration of the foregoing and the benefits to be derived hereunder, the Company and Employee agree as follows: The Employee shall receive the benefits of an Employee under the MichCon Supplemental Death Benefit and Retirement Income Plan ("Plan") as in effect on this date subject to all the terms and conditions as specified in the Plan. 25 IN WITNESS WHEREOF, the undersigned officer of the Company has executed this agreement on behalf of the Company and the employee has executed this agreement on the date first above written: MICHIGAN CONSOLIDATED GAS COMPANY By: -------------------------------- Stephen E. Ewing Its: President and Chief Executive Officer EMPLOYEE ------------------------------------ 26 MICHIGAN CONSOLIDATED GAS COMPANY SUPPLEMENTAL DEATH BENEFIT AND RETIREMENT INCOME AGREEMENT OPTION ELECTION FORM EMPLOYEE Name Soc. Sec. No. Retirement Date I. D. No. Name of Spouse Soc. Sec. No. I hereby elect to receive the following post-retirement benefit under my Supplemental Death Benefit and Retirement Agreement with the Company which is subject to all the terms and conditions specified in the MichCon Supplemental Death Benefit and Retirement Income Plan ("Plan"). The Plan and all its provisions are hereby incorporated by reference. Option A Option B Option C Option D Option E I understand that once having retired, I may not change this election. - ------------------------------- ----------------------------------- Date Employee - ------------------------------- ----------------------------------- Date Witness EX-10.7 5 MICHCON SUPPLEMENTAL RETIREMENT PLAN 1 EXHIBIT 10.7 MCN ENERGY GROUP SUPPLEMENTAL RETIREMENT PLAN (AS RESTATED EFFECTIVE DECEMBER 15, 1999) 2 12 TABLE OF CONTENTS

Section Page ARTICLE 1 - TITLE.................................................................................................1 ARTICLE 2 - DEFINITIONS...........................................................................................1 ARTICLE 3 - PURPOSE...............................................................................................2 ARTICLE 4 - EFFECTIVE DATE........................................................................................2 ARTICLE 5 - ELIGIBILTIY...........................................................................................2 ARTICLE 6 - EMPLOYERS' OBLIGATION.................................................................................3 ARTICLE 7 - PAYMENT OF BENEFITS...................................................................................3 Section 7.1. Form and Timing of Payment ................................................................3 Section 7.2. Increase in Section 415 Limit .............................................................4 Section 7.3. Recomputation of Plan Benefits Upon Reemployment ..........................................4 Section 7.4. Change in Payment Option ..................................................................4 Section 7.5. Payments Subject to Golden Parachute Provisions ...........................................5 Section 7.6. Transfer to an Affiliated Company .........................................................5 ARTICLE 8 -UNFUNDED PLAN..........................................................................................5 ARTICLE 9 - ADMINISTRATION........................................................................................6 ARTICLE 10 - AMENDMENT AND TERMINATION............................................................................6 ARTICLE 11 - MISCELLANEOUS........................................................................................6 Section 11.1 Benefits Non-Assignable............................................................6 Section 11.2 No Employment Rights...............................................................6 Section 11.3 Law Applicable.....................................................................6 Section 11.4 Legal Fees and Expenses............................................................7 Section 11.5 Cause..............................................................................7 Section 11.6 Successors.........................................................................7

i 3 ARTICLE 12 - CHANGE IN CONTROL PROVISIONS.........................................................................7 Section 12.1 General............................................................................7 Section 12.2 Transfer to Rabbi Trust............................................................7 Section 12.3 Joint and Several Liability........................................................8 Section 12.4 Dispute Procedures.................................................................8 Section 12.5 Definition of Change in Control....................................................8 HISTORY ii 4 MCN ENERGY GROUP SUPPLEMENTAL RETIREMENT PLAN (As restated effective December 15, 1999) WHEREAS, MCN Energy Group Inc. (the "Company") has previously adopted the MichCon Supplemental Retirement Plan and the Company desires to make certain changes in the plan. NOW, THEREFORE, effective December 15, 1999, the MichCon Supplemental Retirement Plan is hereby amended and restated as follows: ARTICLE 1 TITLE The title of this plan shall be the "MCN Energy Group Supplemental Retirement Plan" and shall be referred to in this document as the "Plan". ARTICLE 2 DEFINITIONS The words and phrases used in the Plan shall have the same meanings as provided under Article 2 of the MCN Energy Group Retirement Plan (the "Qualified Plan"), unless otherwise defined in the Plan or the context clearly requires otherwise. 5 ARTICLE 3 PURPOSE The principal purpose of the Plan is to provide for the payment of certain benefits that would not otherwise be payable under the Qualified Plan. Such benefits shall be payable to certain employees of the Company and any other corporation which is a Participating Employer under the Qualified Plan. ARTICLE 4 EFFECTIVE DATE The effective date of the Plan for the Company shall be March 31, 1988 and for any Participating Employer shall be the date established by resolution of the Board of Directors of the particular Participating Employer at the time of adoption of the Plan. ARTICLE 5 ELIGIBILITY All employees of Participating Employers whose benefits under the Qualified Plan are limited because of the limitation on compensation under Section 401(a)(17) of the Code, the limitation on benefits and contributions under Section 415 of the Code, or any other provision of the Code or other law that the Committee hereafter designates shall be eligible for the benefits provided by this Plan. Also, all employees of Participating Employers who are participating in the MCN Energy Group Supplemental Savings Plan shall be eligible for benefits provided by this Plan. Notwithstanding the foregoing, no employee shall be eligible for benefits provided by this Plan until such employee has satisfied the eligibility requirements of the Qualified Plan. 2 6 ARTICLE 6 EMPLOYERS' OBLIGATION The Participating Employers shall pay under this Plan any amount that any eligible employee would have been entitled to receive under the Qualified Plan but for the limitation on compensation under Section 401(a)(17) of the Code, the limitation on benefits and contributions under Section 415 of the Code, and any other provision of the Code or other law that the Committee hereafter designates. Also, the Participating Employers shall pay under this Plan any amount that any eligible employee would have been entitled to receive under the Qualified Plan but for the exclusion of deferrals under the MCN Energy Group Supplemental Savings Plan from the definition of Primary Monthly Earnings in the Qualified Plan. Such payments shall be made by the particular Participating Employer who last employed the employee with respect to whom the payment is to be made. ARTICLE 7 PAYMENT OF BENEFITS SECTION 7.1. FORM AND TIMING OF PAYMENT. On the date that a Participant becomes entitled to a distribution of his or her account in the Qualified Plan ("Retirement Date"), such Participant shall be entitled to receive the benefit provided under the Plan. All distributions shall be paid out at the end of the quarter in which the Participant's Retirement Date occurs. As of the end of the quarter in which his Retirement Date occurs, the Participant's Plan benefit shall be present-valued at an interest rate equal to the average interest rate of ten-year U.S. Treasury Notes for the November of the calendar year prior to the Participant's Retirement Date, or such other rate as set by the Committee (the "Plan Interest Rate"). Payment of a Participant's Plan benefit shall be made in accordance with the Participant's selection on his Benefit Agreement either (1) as a joint and 100% survivor annuity for Participants who are married as of the Participant's Retirement Date, (2) as a single life annuity for Participants who are single as of the Participant's Retirement Date, (3) in annual payments over a period not less than one year and not more than 15 years, or (4) in one lump sum by the Employer maintaining the accounts. If no payment election has been made, a Participant's Plan benefit shall be paid as a joint and 100% survivor annuity for Participants who are married on the Participant's 3 7 Retirement Date and a single life annuity for Participants who are single on the Participant's Retirement Date. The amount of the annual payments shall be calculated to pay out over the specified period the Participant's Plan benefit as of his Retirement Date with interest credited annually on the declining balance at the Plan Interest Rate. The amount of the annual payments to the Participant shall be adjusted at the end of the quarter in which the anniversary of the Participant's Retirement Date occurs to reflect changes in the Plan Interest Rate. SECTION 7.2. INCREASE IN SECTION 415 LIMIT. If a Participant has elected to receive an Annuity under the Qualified Plan and such Annuity is increased subsequent to the Participant's Retirement Date due to an increase in the Code Section 415 limit, the Participant's Plan Benefit shall be adjusted accordingly on a prospective basis. If such Participant has elected to receive a lump sum under the Plan, such Participant or such Participant's beneficiary, shall be required to make restitution to the Company in an amount equal to the present value of such Code Section 415 increase. SECTION 7.3. RECOMPUTATION OF PLAN BENEFITS UPON REEMPLOYMENT. If a Participant entitled to a distribution under the Qualified Plan receives his Plan benefit and is thereafter reemployed prior to incurring five consecutive Break in Service Years, such Participant's Plan benefit shall be recalculated upon the Participant's subsequent termination of employment. If such Participant's recalculated Plan benefit results in an additional payment to the Participant, such additional payment shall be made in accordance with Section 7.1. If such Participant's recalculated Plan benefit shows that the Participant's Plan benefit has been overpaid, the Participant shall be required to make restitution to the Company in an amount equal to such overpayment. SECTION 7.4. CHANGE IN PAYMENT OPTION. The payment option selected by a Participant may be changed at any time by the Participant submitting a new payment selection to the Committee; however, a change shall be effective only if it is received by the Committee at least 12 months before payments under the Plan commence. 4 8 SECTION 7.5. PAYMENTS SUBJECT TO GOLDEN PARACHUTE PROVISIONS. Notwithstanding the above, if payment at the time specified in the first sentence of this Article 7 would subject the Participant to the excise tax under Section 4999 of the Code, payment of the Participant's Plan benefit shall be deferred until the earlier of (a) the date that would have been the Participant's Normal Retirement Date, Early Retirement Date or Disability Retirement Date, (b) death of the Participant, or (c) total and permanent disability or legally established mental incompetency of the Participant. SECTION 7.6. TRANSFER TO AN AFFILIATED COMPANY. Benefits for a Participant who transfers employment from one Employer to an Affiliated Company shall be subject to Section 3.3 of the Qualified Plan. Such a transfer of employment shall cause a transfer of the accounts maintained by an Employer for a Participant if the new Employer has adopted the Plan and the former Employer transfers cash to the new Employer equal to the amount of the accounts transferred. In all other events, a transfer of employment shall not cause a transfer of the accounts maintained by an Employer for a Participant. ARTICLE 8 UNFUNDED PLAN This Plan shall not be a funded plan. Notwithstanding that, the Participating Employers may set aside or otherwise earmark company assets for payment of the benefits payable hereunder. Title to and ownership of such assets shall at all times remain in such company, and no eligible employee shall have any property interest in any specific assets of such company. Nothing in the Plan and no action taken pursuant to the provisions of the Plan shall be deemed to create a trust or fund of any kind or to create a fiduciary relationship. The obligation to make payments under this Plan shall be and remain an unsecured, unfunded general obligation of the Participating Employer. 5 9 ARTICLE 9 ADMINISTRATION The Plan shall be administered by the Committee appointed pursuant to the provisions of Section 14.1 of the Qualified Plan. The Committee shall have the same powers and duties, and shall be subject to the same limitations, as are described in the Qualified Plan. ARTICLE 10 AMENDMENT AND TERMINATION The Plan shall be subject to the same reserved power of amendment and termination as the Qualified Plan. ARTICLE 11 MISCELLANEOUS SECTION 11.1. BENEFITS NON-ASSIGNABLE. This Plan shall be subject to the same terms as specified in Section 11.6 of the Qualified Plan, and said Section is hereby incorporated by reference. SECTION 11.2. NO EMPLOYMENT RIGHTS. Nothing contained in the Plan and no action taken pursuant to the provisions of the Plan shall be construed as a contract of employment between an employee and the Company or a Participating Employer, or as a right of any employee to be continued in the employment of the Company or a Participating Employer, or as a limitation of the right of the Company or a Participating Employer to discharge any employee at any time, with or without cause, or as a limitation of the right of the employee to terminate employment at any time. SECTION 11.3. LAW APPLICABLE. This Plan and all actions hereunder shall be governed by and construed according to the laws of the State of Michigan. 6 10 SECTION 11.4. LEGAL FEES AND EXPENSES. The Company shall pay all legal fees and expenses that any eligible employee may incur as a result of the Company contesting the validity, enforceability, or such employee's interpretation of, or determinations under this Plan. SECTION 11.5. CAUSE. Cause shall mean repeated material breaches of an Employee's duties of employment which are not cured after receipt by the Employee of written notice specifying such breaches or the Employee's conviction of a felony involving moral turpitude. SECTION 11.6.SUCCESSORS. In the event of any consolidation, merger, acquisition or reorganization of the Company, the obligations of the Company under this Plan shall continue and be binding upon the Company and its successors. ARTICLE 12 CHANGE IN CONTROL PROVISIONS SECTION 12.1. GENERAL. In the event of a Change in Control, as defined in Section 12.5, then, notwithstanding any other provision of the Plan, the provisions of this Section 12 shall be applicable and shall supersede any conflicting provisions of the Plan. SECTION 12.2. TRANSFER TO RABBI TRUST. MCN Energy Group Inc. ("MCN") has established a trust pursuant to a Trust Agreement dated January 3, 1991 (the "Rabbi Trust"). The terms of the Rabbi Trust provide that, in the event of a Change in Control and thereafter, assets are to be transferred to such trust to provide benefits under the Plan. MCN shall make all transfers of funds required by the Rabbi Trust in a timely manner and shall otherwise abide by the terms of the Rabbi Trust. SECTION 12.3. JOINT AND SEVERAL LIABILITY. Upon and at all times after a Change in Control, the liability under the Plan of MCN and each Affiliated Employer that has adopted the Plan shall be joint and several so that MCN and each such Affiliated Employer shall each be liable for all obligations 7 11 under the Plan to each employee covered by the Plan, regardless of the corporation by which such employee is employed. SECTION 12.4. DISPUTE PROCEDURES. In the event that, upon or at any time subsequent to a Change in Control, a claim for benefits under the Plan of a Participant or distributee who has exhausted the claims and appeals procedures set forth in Section 13.7 of the Qualified Plan is denied in whole or in part, the following additional procedures shall be applicable: (a) Any amount that is not in dispute shall be paid to the Participant or distributee at the time or times provided herein. (b) MCN shall advance to such claimant from time to time such amounts as shall be required to reimburse the claimant for reasonable legal fees, costs and expenses incurred by such claimant in seeking a judicial resolution of his or her claim, including reasonable fees, costs and expenses relating to appeals; provided, however, that MCN shall not be obligated to advance to the claimant any amounts under this Section 12.4(b) unless and until the claimant agrees in writing to repay to MCN, immediately upon the occurrence of a final judicial determination with respect to such dispute, any amount of such fees, costs and expenses that is not awarded to such claimant in a final order of a court of competent jurisdiction. SECTION 12.5. DEFINITION OF CHANGE IN CONTROL. A "Change of Control" means: (a) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (i) the then outstanding shares of common stock of MCN (the "Outstanding MCN Common Stock") or (ii) the combined voting power of the then outstanding voting securities of MCN entitled to vote generally in the election of directors (the "Outstanding MCN Voting Securities"); provided, however, that the following acquisitions shall not constitute a Change of Control: (A) any acquisition directly from 8 12 MCN (excluding any acquisition by virtue of the exercise of a conversion privilege), (B) any acquisition by MCN, (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by MCN or any corporation controlled by MCN or (D) any acquisition by any corporation pursuant to a reorganization, merger or consolidation, if, following such reorganization, merger or consolidation, the conditions described in clauses (i), (ii) and (iii) of subsection (c) of this Section 12.5 are satisfied; or (b) Individuals who, as of the date hereof, constitute the Board of Directors of MCN (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by MCN's shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or (c) Approval by the shareholders of MCN of a reorganization, merger or consolidation, in each case, unless, following such reorganization, merger or consolidation, (i) more than 60% of, respectively, the then outstanding shares of common stock of the corporation resulting from such reorganization, merger or consolidation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding MCN Common Stock and Outstanding MCN Voting Securities immediately prior to such reorganization, merger or consolidation in substantially the same proportions as their ownership, immediately prior to such reorganization, merger or consolidation, of the 9 13 Outstanding MCN Common Stock and Outstanding MCN Voting Securities, as the case may be, (ii) no Person (excluding MCN, any employee benefit plan or related trust sponsored or maintained by MCN or any corporation controlled by MCN or such corporation resulting from such reorganization, merger or consolidation and any Person beneficially owning, immediately prior to such reorganization, mergers or consolidation, directly or indirectly, 20% or more of the Outstanding MCN Common Stock or Outstanding MCN Voting Securities, as the case may be) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such reorganization, merger or consolidation or the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors and (iii) at least a majority of the members of the board of directors of the corporation resulting from such reorganization, merger or consolidation were members of the Incumbent Board at the time of the execution of the initial agreement providing for such reorganization, merger or consolidation; or (d) Approval by the shareholders of MCN of (i) a complete liquidation or dissolution of MCN or (ii) the sale or other disposition of all or substantially all of the assets of MCN, other than to a corporation, with respect to which following such sale or other disposition, (A) more than 60% of, respectively, the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding MCN Common Stock and Outstanding MCN Voting Securities immediately prior to such sale or other disposition in substantially the same proportion as their ownership, immediately prior to such sale or other disposition, of the Outstanding MCN Common Stock and Outstanding MCN Voting Securities, as the case may be, (B) no Person (excluding MCN Corporation, 10 14 any employee benefit plan or related trust sponsored or maintained by MCN or any corporation controlled by MCN Corporation or such corporation resulting from such reorganization, merger or consolidation and any Person beneficially owning, immediately prior to such sale or other disposition, directly or indirectly, 20% or more of the Outstanding MCN Common Stock or Outstanding MCN Voting Securities, as the case may be) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors and (C) at least a majority of the members of the board of directors of such corporation were members of the Incumbent Board at the time of the execution of the initial agreement or action of the Board providing for such sale or other disposition of assets of MCN. IN WITNESS WHEREOF, the undersigned official of the Company has executed this Plan as of this 15th day of December, 1999. MCN ENERGY GROUP INC. By: ------------------------------------------- Daniel L. Schiffer, Senior Vice President, General Counsel and Secretary Amended and Restated December 15, 1999 11 15 MICHCON SUPPLEMENTAL RETIREMENT PLAN 02/28/90 MCN Corporation Minutes of Regular Meeting of Board of Directors - Officers of the Corporation are authorized and directed to effect amendments involving a Change in Control and Cause 01/01/90. 08/15/92 Plan restated. 04/30/99 The Plan is amended and restated in accordance with the minutes of the MCN Energy Group Master Trust, Retirement and Savings Plan Committee as follows: The name of the Plan is changed to the MCN Energy Group Supplemental Retirement Plan. Article 7 is deleted in its entirety and replaced with the language as currently reflected. Prior to deletion, the previous Article 7 read as follows: Payments made under this Plan shall be made in all respects at the same time, in the same manner and to the same person as would have been the case under the Qualified Plan had the limitations described in Article 6 not been applicable and the payment had been made under the Qualified Plan. 12/15/99 The Plan is amended to add Section 11.6. 12 EX-10.8 6 MCN MANDATORY DEFERRED COMPENSATION PLAN 1 EXHIBIT 10.8 MCN ENERGY GROUP MANDATORY DEFERRED COMPENSATION PLAN (AS RESTATED EFFECTIVE DECEMBER 15, 1999) 2 TABLE OF CONTENTS

SECTION PAGE - ------- ---- SECTION 1 - TITLE, PURPOSE AND EFFECTIVE DATE................................................... 1 1.01. Title ........................................................... 1 1.02. Purpose ......................................................... 1 1.03. Effective Date .................................................. 1 SECTION 2 - DEFINITIONS ................................................................. 1 2.01. "Account" ....................................................... 1 2.02. "Affiliated Company" ............................................ 1 2.03. "Annual Base Salary"............................................. 1 2.04. "Annual Incentive Compensation" ................................. 2 2.05. "Beneficiary".................................................... 2 2.06. "Board of Directors" ............................................ 2 2.07. "Code" .......................................................... 2 2.08. "Committee" ..................................................... 2 2.09. "Company"........................................................ 2 2.10. "Covered Employee" .............................................. 2 2.11. "Deferral"....................................................... 2 2.12. "Deferral Form".................................................. 2 2.13. "Deferral Period"................................................ 2 2.14. "ERISA".......................................................... 2 2.15. "FICA" .......................................................... 2 2.16. "In Pay Status".................................................. 3 2.17. "Participant".................................................... 3 2.18. "Performance Share Award" ....................................... 3 2.19. "Plan"........................................................... 3 2.20. "Plan Interest Rate"............................................. 3 2.21. "Plan Year"...................................................... 3 2.22. "Restricted Stock Plan".......................................... 3 2.23. "Savings Plan" .................................................. 3 2.24. "Spouse" ........................................................ 3 2.25. "Total Compensation" ............................................ 3 SECTION 3 - PARTICIPATION ................................................................. 3 3.01. Determination of Covered Employee Status.......................... 3 3.02. Commencement of Participation .................................... 4 3.03. Deferral Form .................................................... 4 3.04. Amount of Deferral ............................................... 4 3.05. Increased Deferral ............................................... 4 3.06. Denomination of Deferrals - General ............................. 4 3.07. Denomination of Deferrals - Active Participant Age 65 ............ 5 3.08. Establishment of Account ......................................... 5 3.09. Interaction with the MCN Energy Group Long-Term Performance Share Plan........................................................ 5 SECTION 4 - FUNDING OF BENEFITS.................................................................. 5 4.01. Unfunded Plan .................................................... 5 4.02. Dividend Equivalents ............................................. 5

i 3

SECTION PAGE - ------- ---- SECTION 5 - FORM AND TIMING OF PAYMENT............................................................ 6 5.01. Timing of Payment ................................................ 6 5.02. Cash Valuation of Account......................................... 6 5.03. Form of Payments.................................................. 6 5.04. Change in Payment Option ......................................... 6 5.05. Hardship Withdrawal Benefits ..................................... 6 SECTION 6 - SELECTION OF AND PAYMENTS TO A BENEFICIARY ........................................... 7 6.01. Beneficiary Designation .......................................... 7 6.02. Change in Beneficiary Designation ................................ 7 6.03. Pre-Retirement Survivor Benefit -General ......................... 7 6.04. Pre-Retirement Survivor Benefit - Participant Age 65 ............. 7 6.05. Post-Retirement Survivor Benefit ................................. 8 SECTION 7 - VESTING OF BENEFITS .................................................................. 8 SECTION 8 - ADDITIONAL PROVISIONS AFFECTING BENEFITS.............................................. 8 8.01. Tax Withholding .................................................. 8 8.02. Dilution and Other Adjustments ................................... 8 SECTION 9 - ADMINISTRATION OF THE PLAN............................................................ 9 9.01. Duties and Power ................................................. 9 9.02. Benefit Statements ............................................... 9 SECTION 10 - AMENDMENT, SUSPENSION, AND TERMINATION............................................... 9 10.01. Right to Amend or Terminate ...................................... 9 10.02. Right to Suspend ................................................. 9 10.03. Non-ERISA Plan ................................................... 9 10.04. Right to Accelerate .............................................. 10 SECTION 11 - MISCELLANEOUS ................................................................. 10 11.01. Right to Continued Employment ................................... 10 11.02. Prohibition Against Alienation................................... 10 11.03. Sayings Clause................................................... 10 11.04. Payment of Benefit of Incompetent................................ 10 11.05. Spouse's Interest................................................ 10 11.06. Successors....................................................... 10 11.07. Gender, Number and Heading....................................... 11 11.08. Legal Fees and Expenses.......................................... 11 11.09. Choice of Law.................................................... 11 11.10. Affiliated Employees ............................................ 11 SECTION 12 - CHANGE IN CONTROL PROVISIONS........................................................ 11 12.01. General.......................................................... 11 12.02. Transfer to Rabbi Trust.......................................... 11 12.03. Lump Sum Payments................................................ 11 12.04. Termination of the Plan ......................................... 11 12.05. Joint and Several Liability...................................... 12 12.06. Definition of Change in Control.................................. 12 Exhibit A Exhibit B History

ii 4 MCN ENERGY GROUP MANDATORY DEFERRED COMPENSATION PLAN (AS RESTATED DECEMBER 15, 1999) SECTION 1 TITLE, PURPOSE AND EFFECTIVE DATE 1.01. Title. The title of this Plan shall be the "MCN Energy Group Mandatory Deferred Compensation Plan" and shall be referred to in this document as the "Plan." 1.02. Purpose. The purpose of the Plan is to promote the success of MCN Energy Group Inc. (hereinafter referred to "MCN" or as the "Company") by providing the Company a method to meet the deduction limitation in Section 162(m) of the Internal Revenue Code of 1986, as amended, whereby Covered Employees of MCN and its Affiliated Companies are required to defer the amount of compensation payable in one calendar year in excess of $1 million until after completion of the Deferral Period thereby increasing the employees' personal interest in the continued success and progress of the Company. It is intended that this Plan provide benefits for "a select group of management or highly compensated employees" within the meaning of Sections 201, 301 and 401 of the Employee Retirement Income Security Act of 1974, as amended (hereinafter referred to as "ERISA") and, therefore, to be exempt from the provisions of Parts 2, 3 and 4 of Title I of ERISA. 1.03. Effective Date. The Plan shall be effective January 1, 1995. SECTION 2 DEFINITIONS The following words and terms used herein shall, unless the context clearly requires a different meaning, have the respective meanings hereinafter set forth. 2.01. "Account" means the record maintained by the Company of each Participant's Deferrals, credited dividend equivalents and distributions under the Plan. 2.02. "Affiliated Company" means any corporation while such corporation is a member of the same controlled group of corporations (within the meaning of Section 414(b) of the Code) as MCN or any other employing entity while such entity is under common control (within the meaning of Section 414(c) of the Code) with MCN. 2.03. "Annual Base Salary" means annual base salary payable in the current Plan Year after any deferrals under Sections 125, 129 or 401(k) of the Code and after any election to defer an amount under the MCN Executive Deferred Compensation Plan and the MCN Energy Group Supplemental 5 Savings Plan and before any payroll deduction for taxes or any other purpose, but excluding any bonus, fringe benefit or other form of remuneration. 2.04. "Annual Incentive Compensation" means the cash compensation earned in the current Plan Year and payable in the subsequent Plan Year under the MCN Energy Group Annual Performance Plan. 2.05. "Beneficiary" means the person, persons or entity designated in writing by the Participant on forms provided by the Company to receive distribution of certain death benefits under the Plan in the event of the Participant's death. 2.06. "Board " means the Board of Directors of MCN. 2.07. "Code" means the Internal Revenue Code of 1986, as amended. 2.08. "Committee" means the MCN Energy Group Master Trust, Retirement and Savings Plan Committee. The Committee is responsible for the administration of the Plan. 2.09. "Company" means MCN Energy Group Inc., a Michigan corporation, its successors and assigns, and any Affiliated Company. 2.10. "Covered Employee" means any employee with Total Compensation in excess of $1 million who is employed by the Company on the last day of the taxable year, and is (i) the chief executive officer ("CEO") of the Company or is acting in such capacity, or (ii) among the four highest compensated officers (other than the CEO) whose compensation is required by the Securities Exchange Act of 1934 to be disclosed in the Company's proxy statement. 2.11. "Deferral" means the amount of a Participant's Performance Share Award, Restricted Stock Award, Annual Incentive Compensation and/or Annual Base Salary that must be deferred in accordance with Section 3 to reduce the Participant's estimated Total Compensation to an amount less than $1 million for a Plan Year. The source of the Deferral shall be at the discretion of the Company's Vice President of Human Resources. Deferral amounts are retained by the Company as part of its general assets. 2.12 "Deferral Form" means the deferral form described in Section 3.03 relating to a Participant's commitment to make a Deferral. 2.13. "Deferral Period" means the period beginning with the date a Participant first becomes a Covered Employee and ending the day after the date the Participant is no longer a Covered Employee. 2.14. "ERISA" means the Employee Retirement Income Security Act of 1974, as amended. 2.15. "FICA" means the Federal Insurance Contributions Act tax as set forth in Chapter 26 of the Code. 2 6 2.16. "In Pay Status" means a benefit under the Plan that is currently being paid or that is about to be paid to a Participant or Beneficiary under Section 5.01, 6.03, 6.04 or 6.05. 2.17. "Participant" means a Covered Employee who has made a written election on a properly executed Deferral Form to participate in the Plan in accordance with Section 3.02. 2.18. "Performance Share Award" means the final award under the MCN Energy Group Long-Term Incentive Performance Share Plan that is part of the MCN Energy Group Stock Incentive Plan. 2.19. "Plan" means the MCN Energy Group Mandatory Deferred Compensation Plan, as described herein and as hereafter amended. 2.20. "Plan Interest Rate" means the average interest rate of 10-year U.S. Treasury Notes for the November of the prior calendar year, or such other rate as set by the Committee. 2.21. "Plan Year" means the period beginning January 1 and ending December 31 of each year (the calendar year). 2.22. "Restricted Stock Award" means the final award under the restricted stock program, which is part of the MCN Energy Group Stock Incentive Plan. 2.23. "Savings Plan" means the MCN Energy Group Savings and Stock Ownership Plan or a successor thereto. 2.24. "Spouse" means an individual who is legally married to a Participant under the laws of the State in which the Participant resides, on the day immediately preceding the Participant's date of death. 2.25. "Total Compensation" means all remuneration for services received by an employee in a calendar year that is allowable as a deduction by the Company under Chapter 1 of the Code, whether or not the services were performed during the taxable year. SECTION 3 PARTICIPATION 3.01. Determination of Covered Employee Status. The Company's Vice President of Human Resources and Director of Payroll will monitor the Total Compensation of the CEO and the four highest compensated officers (other than the CEO) whose compensation is required by the Securities Exchange Act of 1934 to be disclosed in the Company's proxy statement ("Senior Executives"). If the Vice President and Director estimate that a Senior Executive's Total Compensation will exceed $1 million for a Plan Year, the Executive will be designated a Covered Employee, effective immediately. Designation as a Covered Employee shall be made effective for the Plan Year in which such designation is made and shall be effective for such Plan Year and each 3 7 succeeding Plan Year until the earlier of the date (i) the Executive no longer meets the definition of a Covered Employee, or (ii) the Covered Employee terminates service with the Company for any reason. 3.02. Commencement of Participation. An employee shall become a Participant upon execution of a Deferral Form no later than (i) 15 days after the execution of this Plan or (ii) 30 days after the employee is determined to be a Covered Employee. A properly executed Deferral Form shall be effective in the first pay period immediately following execution of the Deferral Form, and shall contain the items described in this Section and in Sections 3.03 and 5.01. Subject to Section 5.04, the mandatory deferral required by the Plan shall be effective for all Plan Years the Participant is a Covered Employee and shall be irrevocable. 3.03. Deferral Form. The Committee shall provide each Covered Employee with a Deferral Form as set forth in Exhibit A. A Participant shall file a Deferral Form to defer Total Compensation in excess of $1 million for all Plan Years in which he is a Covered Employee. A Participant's consent to the mandatory deferral required by the Plan, as evidenced by his signature on the Deferral Form, shall be irrevocable during the Deferral Period. The Deferral Form shall set forth the Covered Employee's acceptance of the benefits provided hereunder, his agreement to be bound by the terms of the Plan and such other matters as are set forth in this Plan or deemed advisable by the Committee. 3.04. Amount of Deferral. A Participant's Deferral shall be equal to an amount that will reduce the Participant's estimated Total Compensation for the Plan Year to an amount less than $1 million. However, such annual Deferral shall not exceed (a) 100% of the Performance Share Award less the FICA tax thereon; (b) 100% of the Restricted Stock Award less the FICA tax thereon; (c) 100% of the Annual Incentive Compensation less the FICA tax thereon; and (d) 100% of Annual Base Salary less the FICA tax thereon; and shall not be less than $10,000. 3.05. Increased Deferral. A Participant's Deferral shall increase automatically for each Plan Year in which he is a Participant, up to the limits set forth in Section 3.04. 3.06. Denomination of Deferrals - General. Except as provided in Section 3.07, during the Deferral Period a Participant's Deferral shall be denominated in MCN common stock valued at an amount equal to the average of the high and low MCN common stock price on the New York Stock Exchange Composite Tape for the trading day preceding the day on which a deferral is to be made ("Share Equivalents"). Dividend equivalents shall be credited to the Participant's Account in accordance with Section 4.02. After completion of the Deferral Period, the Participant's Account shall be valued on a cash basis with interest credited annually, as provided in Section 5.01. 3.07. Denomination of Deferrals - Active Participants At Age 65. If a Participant attains age 65 while actively employed by the Company, the Participant's Account will be valued on a cash basis 4 8 on the Valuation Date, in accordance with Section 5.01(a). For purposes of the interaction between Section 5.01(a) and this section, the Valuation Date shall be the day the active Participant attains age 65. Interest shall be credited to such cash basis Account on a quarterly basis as of the end of the month in which dividend equivalents would be credited to a Participant's account under Section 4.02 at the Plan Interest Rate in effect for the year in which the account is credited. 3.08. Establishment of Account. The Committee shall establish an Account for each Participant to which the Participant's Deferrals shall be credited, dividend equivalents in accordance with Section 4.02 shall be reinvested, interest shall be credited in accordance with Section 3.07 or Section 5.01(a), and distributions shall be debited. 3.09. Interaction with the MCN Energy Group Long-Term Performance Share Plan. The amount of any Total Compensation required to be deferred under this Plan shall be deemed to be deferred in accordance with Section 10.1 of the MCN Energy Group Long-Term Performance Share Plan. SECTION 4 FUNDING OF BENEFITS 4.01. Unfunded Plan. The Plan shall be unfunded. All benefits payable under the Plan shall be paid from the Company's general assets. The Company shall not be required to set aside or hold in trust any funds for the benefit of a Participant or Beneficiary, who shall have the status of a general unsecured creditor with respect to the Company's obligation to make benefit payments pursuant to the Plan. Any assets of the Company available to pay Plan benefits shall be subject to the claims of the Company's general creditors and may be used by the Company in its sole discretion for any purpose. 4.02. Dividend Equivalents. Dividend equivalents equal to 50% of the dividends payable on MCN common stock shall be credited to a Participant's Account during the Deferral Period based on the number of Share Equivalents held in such Participant's Account. Dividends credited to a Participant's Account shall be reinvested in Share Equivalents based on the average of the high and low MCN common stock price on the dividend payment date. Alternatively, a Participant may elect on his Deferral Form to have all of such dividend equivalents paid directly to him in cash during the Plan Year. A Participant's election regarding dividend equivalents shall be effective for all dividend equivalents credited for all Share Equivalents on the January 1 immediately following execution of his Deferral Form and shall remain in effect until revoked by the Participant. Revocation of a dividend equivalent election shall be effective on the January 1 immediately following revocation. A Participant's election may be overridden at the discretion of the Company's Vice President of Human Resources if necessary to comply with Section 3.04. 5 9 SECTION 5 FORM AND TIMING OF PAYMENT 5.01. Timing of Payment. After completion of his Deferral Period, a Participant shall be entitled to a distribution of his Account at the end of the quarter in which his Deferral Period ends. The distribution of the Participant's Account shall be made in accordance with the Participant's selection on his Deferral Form; either (i) in annual payments over a period not less than one year and not more than 15 years, in one year increments, or (ii) as a lump sum distribution. If no Deferral Form is on file or no distribution option is indicated on the Deferral Form, the Participant's Account shall be distributed in one lump sum. If a Participant elects annual payments, the initial payment shall be made at the end of the quarter in which his Deferral Period ends. All subsequent annual payments shall be made at the end of the quarter in which the anniversary of the Participant's Valuation Date occurs ("Anniversary Date"). 5.02. Cash Valuation of Account. As of the date the Deferral Period ends ("Valuation Date"), the Participant's Account shall be valued on a cash basis, using the average of the high and low MCN common stock price on the New York Stock Exchange Composite Tape on the Valuation Date. Such cash valuation shall be used for purposes of determining the amount of interest to be credited to the Participant's Account during the period annual distributions are made to the Participant ("Payout Period") and for purposes of determining the number of shares of MCN common stock that will be distributed to a Participant during the Payout Period. Interest shall be credited annually as of the Anniversary Date on the declining cash balance at the Plan Interest Rate in effect for the year in which the distribution is made. 5.03. Form of Payments. Notwithstanding the fact that a Participant's Deferred Account shall be valued on a cash basis as of the Valuation Date, the distribution to a Participant shall be paid in MCN common stock. The number of shares of Common Stock to be distributed shall equal the number of shares (rounded up to the next whole number of shares) such cash-valued Deferred Account, divided by the number of payments remaining in the Payout Period, could have purchased based on the average of the high and low Common Stock price on the New York Stock Exchange Composite Tape on the fifth trading-day prior to the end of the quarter in which Valuation Date (or Anniversary Date for all subsequent payments) occurs. The number of shares distributed annually shall be determined by amortizing the cash value of the Participant's Deferred Account over the Payout Period. Interest shall be credited annually on the declining balance at the Plan Interest Rate. The number of shares distributed annually to the Participant shall be recalculated on the Participant's Anniversary Date to reflect changes in the Plan Interest Rate, the decrease in the number of annual payments left to be made, and other changes to the Participant's Deferred Account balance. The amortization schedule shall be updated annually to reflect the average 10-year Treasury Note interest rate for the fifth trading-day prior to the end of the quarter in which Valuation Date (or Anniversary Date for all subsequent payments) in which the distribution is to be made. 5.04. Change in Payment Option. A Participant may change the payment option selected by him on his Deferral Form at any time by submitting a new payment selection to the Committee. However, a change in payment option shall be effective only if the Committee receives the new payment selection at least 12 months before payments under the Plan commence. 5.05. Hardship Withdrawal Benefits. At any time prior to a distribution in accordance with Section 5.01, a Participant may request that the Committee make a distribution to him of all or part of his Account within 120 days. Such distribution shall be made only if the Committee determines that 6 10 the Participant is suffering from a financial hardship that cannot be satisfied from his normal sources of income, and the distribution shall be limited to the amount required to meet the financial hardship. In making these determinations, the Committee shall utilize the regulations proposed or adopted by the U.S. Department of Treasury pursuant to Section 401(k) of the Code and the rules under the Savings Plan. A financial hardship shall be satisfied from (i) a loan under the provisions of the Savings Plan, (ii) the MCN Executive Deferred Compensation Plan, (iii) the Supplemental Savings Plan, and (iv) the MCN Energy Group Long-Term Incentive Performance Share Plan, before a hardship distribution may be made from the Plan. SECTION 6 SELECTION OF AND PAYMENTS TO A BENEFICIARY 6.01. Beneficiary Designation. A Participant shall designate a Beneficiary on his Beneficiary Designation Form, as provided in Exhibit B. The designation of a Beneficiary other than the Participant's Spouse must be consented to in writing by the Spouse. If a Participant has not designated a Beneficiary, or if a designated Beneficiary is not living or in existence at the time of a Participant's death, any death benefits payable under the Plan shall be paid to the Participant's Spouse, if then living, and if the Participant's Spouse is not then living, to the Participant's estate. 6.02. Change in Beneficiary Designation. A Participant may change the designated Beneficiary, subject to the restriction in Section 6.01, from time to time by filing a new written designation with the Committee. Such designation shall be effective upon receipt by the Committee. 6.03. Pre-Retirement Survivor Benefit - General. If a Participant dies prior to completion of the Deferral Period, his Beneficiary shall be entitled to receive a distribution of the Participant's Account. The Beneficiary shall receive the number of shares of MCN common stock deemed to be held in the Participant's Account on his date of death. The distribution shall be paid in accordance with the Participant's selection on his Deferral Form; either in annual payments over a period not less than one year and not more than 15 years, in one year increments, or as a lump sum distribution. Payments to the Beneficiary shall begin as soon as practicable, but in no event later than one year following the Participant's death. If the Participant had elected to receive annual payments on his Deferral Form, subsequent payments to the Beneficiary shall be made at the end of the quarter in which the anniversary of the Participant's death occurs. 6.04. Pre-Retirement Survivor Benefit - Participant Age 65. If a Participant, who has attained age 65, dies prior to completion of the Deferral Period, his Beneficiary shall be entitled to receive a distribution of the Participant's Account. Notwithstanding the fact that the Participant's Account was valued on a cash basis as of the Participant's sixty-fifth birthday, the distribution to his Beneficiary shall be paid in MCN common stock equal to the number of shares such cash-valued Account could purchase based on the average of the high and low price of MCN common stock on the New York Stock Exchange Composite Tape on the day of the Participant's death. The distribution shall be paid in accordance with the Participant's selection on his Deferral Form; either in annual payments over a period not less than one year and not more than 15 years, in one year increments, or as a lump sum distribution. Payments to the Beneficiary shall begin as soon as practicable, but in no event later than one year following the Participant's death. If the Participant had elected to receive annual payments on his Deferral Form, subsequent payments to the Beneficiary shall be made on each January 1 after the date of the Participant's death. 7 11 6.05. Post-Retirement Survivor Benefit. If a Participant dies subsequent to the start of his distribution payments under Section 5.01, his Beneficiary shall be entitled to continue to receive the distribution of the Participant's Account for the remainder of the period over which benefits were being paid to the deceased Participant. SECTION 7 VESTING OF BENEFITS A Participant shall be 100% vested in his benefits under the Plan at all times, except as set forth in Sections 8.02, 10.02, 10.03 and 10.04. A Participant shall rank as an unsecured creditor of the Company for all benefits under the Plan. SECTION 8 ADDITIONAL PROVISIONS AFFECTING BENEFITS 8.01. Tax Withholding. Benefit payments hereunder shall be subject to applicable federal, state or local tax withholding laws. A Participant shall be responsible for making payment to MCN or a participating Affiliated Company, as appropriate, in an amount equal to the income payroll tax withholdings on the fair market value of the payments made in accordance with Section 5.01. A Participant may sell up to 50 percent of a distribution made under Section 5.01 on the open market to facilitate payment of the tax withholdings. In no circumstance will the Company purchase or otherwise issue cash for any stock distributed under this Plan. 8.02. Dilution and Other Adjustments. In the event of any change in the outstanding shares of MCN common stock by reason of any stock dividend, stock split, recapitalization, merger, consolidation, spin-off, reorganization, combination or exchange of shares or other similar corporate change, the Committee, in its sole discretion, shall make the appropriate adjustment in each Participant's Account. If any such adjustment shall result in a fractional share, such fraction shall be disregarded. Such adjustments made by the Committee shall be conclusive and binding for all purposes of the Plan. 8 12 SECTION 9 ADMINISTRATION OF THE PLAN 9.01. Duties and Power. The Committee shall be responsible for the general administration of the Plan and the proper execution of its provisions. It shall also be responsible for the interpretation of the Plan and the determination of all questions arising thereunder. It shall maintain all necessary books of accounts and records. It shall have power to establish, interpret, enforce, amend, and revoke, from time to time, such rules and regulations for the administration of the Plan and the conduct of its business as it deems appropriate, including the right to remedy ambiguities, inconsistencies and omissions (provided such rules and regulations are uniformly applied to all persons similarly situated). Any action that the Committee is required or authorized to take shall be final and binding upon each and every person who is or may become a Plan Participant or Beneficiary. The Committee may delegate its authority to administer the Plan. 9.02. Benefit Statements. No later than 120 days after the end of each Plan Year, the Committee will provide each Participant with a statement setting forth the Participant's Account balance as of the last day of the immediately preceding Plan Year. SECTION 10 AMENDMENT, SUSPENSION, AND TERMINATION 10.01. Right to Amend or Terminate. The Plan may be amended or terminated by the Board at any time. Such amendment or termination may modify or eliminate any benefit hereunder except that such amendment or termination shall not affect the rights of Participants or Beneficiaries to the vested portion of a Participant's Account as of the date of such amendment or termination. The Committee may amend this Plan to comply with changes to the Code, so long as the amendment does not materially increase the cost of maintaining the Plan or decrease benefits to Participants or Beneficiaries. 10.02. Right to Suspend. If the Board determines that payments under the Plan would have a materially adverse affect on the Company's ability to carry on its business, the Board may suspend such payments temporarily for such time as in it sole discretion it deems advisable, but in no event for a period in excess of one year. During the period of suspension, the payment of dividend equivalents shall continue to be made in cash to the Participant in accordance with Section 4.02. The Company shall pay such suspended payments in a lump sum distribution of MCN common stock immediately upon the expiration of the period of suspension. 10.03. Non-ERISA Plan. The Plan is intended to provide benefits for "a select group of management or highly compensated employees" within the meaning of Sections 201, 301 and 401 of ERISA, and therefore to be exempt from Sections 2, 3 and 4 of Title 1 of ERISA. Accordingly, the Plan shall terminate and, existing Account balances and other benefits In Pay Status shall be paid in a single, actuarially equivalent lump-sum and no further benefits, vested or non-vested, shall be paid hereunder in the event it is determined by a court of competent jurisdiction or by an opinion of counsel 9 13 that the Plan constitutes an employee pension benefit plan within the meaning of Section 3(2) of ERISA which is not so exempt. 10.04. Right to Accelerate. The Board in its sole discretion may accelerate all vested benefits upon termination of the Plan, and pay such benefits in a single, actuarially equivalent lump-sum distribution of MCN common stock. SECTION 11 MISCELLANEOUS 11.01 Right to Continued Employment. Nothing in the Plan shall create or be construed as a contract between the Company and employees for any matter including giving any person employed by the Company the right to be retained in the Company's employ. The Company expressly reserves the right to dismiss any person at any time, with or without cause, without liability for the effect that such dismissal might have upon him as a Participant in the Plan. 11.02. Prohibition Against Alienation. Except as otherwise provided in the Plan, no right or benefit under the Plan shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or charge, and any attempt to so anticipate, alienate, sell, transfer, assign, pledge, encumber, or charge the same shall be void. No such right or benefit shall be liable for or subject to the debts, contracts, liabilities, engagements, or torts of the person entitled to such right or benefit. 11.03. Sayings Clause. If any provision of this Plan is held by a court of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision and the remaining provisions hereof shall continue to be construed and enforced as if the invalid or unenforceable provision had not been included. 11.04. Payment of Benefit of Incompetent. In the event the Committee finds that a Participant, former Participant, or Beneficiary is unable to care for his affairs because of his minority, illness, accident, or other reason, any benefits payable hereunder may, unless other claim has been made therefor by a duly appointed guardian, committee or other legal representative, be paid to a spouse, child, parent, or other blood relative or dependent or to any person found by the Committee to have incurred expenses for the support and maintenance of such Participant, former Participant, or Beneficiary; and any such payments so made shall be a complete discharge of all liability therefor. 11.05. Spouse's Interest. The interest in the benefits hereunder of a Spouse who has predeceased the Participant shall automatically pass to the Participant and shall not be transferable by such Spouse in any manner including but not limited to such Spouse's will, nor shall such interest pass under the laws of intestate succession. 11.06. Successors. In the event of any consolidation, merger, acquisition or reorganization of the Company, the obligations of the Company under this Plan shall continue and be binding upon the Company and its successors. 10 14 11.07. Gender, Number and Heading. Whenever any words are used herein in the masculine gender, they shall be construed as though they were also used in the feminine gender in all cases where they would so apply. Whenever any words used herein are in the singular form, they shall be construed as though they were also used in the plural form in all cases where they would so apply. Headings of sections and subsections as used herein are inserted solely for convenience and reference and constitute no part of the Plan. 11.08. Legal Fees and Expenses. The Company shall pay all legal fees and expenses that a Participant may incur as a result of the Company contesting the validity, enforceability, or the Participant's interpretation of, or determinations under this Plan, other than Section 5.04. 11.09. Choice of Law. This Plan shall be governed by and construed in accordance with the laws of the State of Michigan to the extent not superseded by applicable federal statutes or regulations. 11.10. Affiliated Employees. Transfers of employment between Affiliated Companies and the Company or other Affiliated Companies will be treated as continuous and uninterrupted service under the Plan. SECTION 12 CHANGE IN CONTROL PROVISIONS 12.01. General. In the event of a Change in Control, as defined in Section 12.06, then notwithstanding any other provision of the Plan, the provisions of this Section 12 shall be applicable and shall supersede any conflicting provisions of the Plan. 12.02. Transfer to Rabbi Trust. The Company has established a trust pursuant to a Trust Agreement dated January 3, 1991 (the "Rabbi Trust"). The terms of the Rabbi trust provide that, in the event of a Change in Control and thereafter, assets are to be transferred to such trust to provide benefits under the Plan. The Company shall make all transfers of funds required by such Rabbi trust in a timely manner and shall otherwise abide by the terms of such Rabbi trust. 12.03. Lump Sum Payments. In a Change in Control situation, the Committee shall have the absolute discretion to direct that a lump sum payment be made to an active Participant up to the total value of such Participant's account in the year of the Change in Control if such payment will reduce the amount of any potential excise tax imposed by Code Section 4999. In addition, if a Participant retires or otherwise terminates employment with the Company as a result of the closing of a Change in Control situation, the Committee shall have the absolute discretion to direct that a lump sum payment be made to such Participant by the end of the quarter in which such Participant retires or otherwise terminates employment with the Company. 12.04. Termination of the Plan. If the provisions of Section 12.02 are overridden by the terms of a merger agreement in a Change in Control situation, the Plan shall be terminated upon consummation of the Change in Control transaction. By the end of the quarter in which the Plan is terminated, the account balance of (a) any inactive Participant shall be paid to him in a lump sum and 11 15 (b) any active Participant remaining after payments made in accordance with Section 12.03(a) shall be transferred to the MCN Energy Group Executive Deferred Compensation Plan. An inactive Participant shall be paid based on the cash valuation of his account on his Valuation Date, plus interest to the end of the quarter in which payment is made. An active Participant's account shall be transferred to the MCN Energy Group Executive Deferred Compensation Plan at a cash value equal to the greater of a Common Stock price of $28.50 or .775 times the DTE Energy common stock price offered to the Company's shareholders upon the consummation of the Change in Control transaction. 12.05. Joint and Several Liability. Upon and at all times after a Change in Control, the liability under the Plan of the Company and each Affiliated Company that has adopted the Plan shall be joint and several so that the Company and each such Affiliated Company shall each be liable for all obligations under the Plan to each employee covered by the Plan, regardless of the corporation by which such employee is employed. 12.06. Definition of Change in Control. A "Change of Control" means: (a) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (i) the then outstanding shares of common stock of the Company (the "Outstanding Company Common Stock") or (ii) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); provided, however, that the following acquisition shall not constitute a Change of Control: (A) any acquisition directly from the Company (excluding an acquisition by virtue of the exercise of a conversion privilege), (B) any acquisition by the Company, (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or (D) any acquisition by any corporation pursuant to a reorganization, merger or consolidated, if, following such reorganization, merger or consolidation, the conditions described in clauses (i), (ii) and (iii) or subsection (c) of this Section 12.06 are satisfied; or (b) Individuals who, as of the date hereof, constitute the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or (c) Approval by the shareholders of the Company of a reorganization, merger or consolidation, in each case, unless, following such reorganization, merger or consolidation, (i) more than 60% of, respectively, the then outstanding shares of common stock of the corporation resulting from such reorganization, merger or consolidation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is 12 16 then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such reorganization, merger or consolidation in substantially the same proportions as their ownership, immediately prior to such reorganization, merger or consolidation, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be (ii) no person (excluding the Company, any employee benefit plan or related trust) of the Company or such corporation resulting from such reorganization, merger or consolidation and any Person beneficially owning, immediately prior to such reorganization, merger or consolidation, directly or indirectly, 20% or more of the Outstanding Company Common Stock or Outstanding Voting Securities, as the case may be beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such reorganization, merger or consolidation or the combined voting power of the then outstanding voting securities or such corporation entitled to vote generally in the election of directors and (iii) at least a majority of the members of the board of directors of the corporation resulting from such reorganization, merger or consolidation were members of the Incumbent Board at the time of the execution of the initial agreement providing for such reorganization, merger or consolidation; or (d) Approval by the shareholders of the Company of (i) a complete liquidation or dissolution of the Company or (ii) the sale or other disposition of all or substantially all of the assets of the Company, other than to a corporation, with respect to which following such sale or other disposition, (A) more than 60% of, respectively, the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such sale or other disposition in substantially the same proportion as their ownership, immediately prior to such sale or other disposition, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (B) no person (excluding the Company and any employee benefit plan (or related trust) of the Company or such corporation and any Person beneficially owning, immediately prior to such sale or other disposition, directly or indirectly, 20% or more of the Outstanding Company Common Stock or Outstanding Company Voting Securities, as the case may be beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors and (C) at least a majority of the members of the board of directors of such corporation were members of the Incumbent Board at the time of the execution of the initial agreement or action of the Board providing for such sale or other disposition of assets of the Company. 13 17 IN WITNESS WHEREOF, MCN Corporation has caused this Plan to be executed as of this 15th day of December 1999. MCN Energy Group Inc. By: -------------------------------------------- Daniel L. Schiffer, Senior Vice President, General Counsel and Secretary 14 18 EXHIBIT A MCN ENERGY GROUP MANDATORY DEFERRED COMPENSATION PLAN DEFERRAL FORM ================================================================================ Employee Name (Print) Social Security No. I.D. Number ================================================================================ Address (Number/Street) City State Zip Code ============================================================================== In accordance with the terms of the MCN Energy Group Mandatory Deferred Compensation Plan ("Plan"), which is hereby incorporated by reference, I hereby accept and agree to all the provisions of the Plan and irrevocably elect pursuant to Section 3 of the Plan to have all Total Compensation paid to me in excess of $1 million in any calendar year in which I am a Covered Employee deferred until completion of the Deferral Period. Benefit Payment Election - ------------------------ That the amount deferred shall be paid to me after completion of the Deferral Period in the manner specified below: Lump-sum payment of MCN Energy Group Inc. common stock. ----- Payment in annual installments of MCN Energy Group Inc. ------ stock over years (in 1 year increments, not to exceed 15 years) I understand that, notwithstanding the above benefit payment election, I may be eligible for a hardship withdrawal pursuant to Section 5 of the Plan. Dividend Payment Election - ------------------------- I hereby elect to have the dividend equivalents credited to my Account paid as specified below: 100% reinvested in my Account and denominated in shares of MCN ------ Energy Group Inc. common stock 100% paid directly to me in cash ------ ================================================================================ Employee Signature Date - -------------------------------------------------------------------------------- Receipt Acknowledged By Title Date ================================================================================ March 13, 2000 19 EXHIBIT B MCN ENERGY GROUP MANDATORY DEFERRED COMPENSATION PLAN BENEFICIARY DESIGNATION FORM ================================================================================ Employee Name (Print) Social Security No. I.D. Number - -------------------------------------------------------------------------------- Address (Number/Street) City State Zip Code ================================================================================ I hereby designate, pursuant to Article 6 of the above-referenced plan, the below-designated person(s) as my beneficiary in the event of my death: ================================================================================ Beneficiary's Name Address - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- I UNDERSTAND THAT THE DESIGNATION OF A BENEFICIARY OTHER THAN MY SPOUSE MUST BE CONSENTED TO IN WRITING BY MY SPOUSE. In the event any of the above-named beneficiaries should predecease me, or shall survive me but die before receiving all amounts to be paid, I hereby name the following as a contingent beneficiary to receive any such unpaid amounts: ================================================================================ Beneficiary's Name Address - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- In the event none of the above-named beneficiaries survive me, any unpaid amounts shall be paid to my lawful successor in interest. I reserve the right to change this beneficiary designation at any time by filing with the Committee or its Designee a new beneficiary designation form. I UNDERSTAND THAT MY MOST RECENT ELECTION AS TO THE BENEFICIARY DESIGNATION WILL APPLY TO ALL DEFERRALS BY ME UNDER THE PLAN. ================================================================================ Employee Signature Date - -------------------------------------------------------------------------------- Receipt Acknowledged By Title Date ================================================================================ Spousal Consent: I hereby consent to the designation of beneficiary set forth herein. ================================================================================ Spouse's Signature Date - -------------------------------------------------------------------------------- Witness Date ================================================================================ 20 MCN ENERGY GROUP MANDATORY DEFERRED COMPENSATION PLAN HISTORICAL BACKGROUND 12/15/94 MCN Corporation Minutes of Regular Meeting of Board of Directors discussed the limitations on deductibility of executive compensation imposed by section 162(m) of the Internal Revenue Code. The Board approved the Mandatory Deferred Compensation Plan which would pay interest on any deferred compensation at a rate equal to half the Corporation's dividend rate and the value of any amounts deferred would be adjusted up or down based upon changes in the value of the Corporation's common stock. The Plan is Attachment C to the minutes. 09/28/95 MCN Corporation Minutes of Regular Meeting of Board of Directors approved the following amendment to Section 2.25 of the Corporation's Mandatory Deferred Compensation Plan. 2.25. "Total Compensation" means all remuneration for services received by an employee in a calendar year, including cash and the cash value of all noncash remuneration (including taxable benefits) less any amount deferred under Sections 125, 129 and 401(k) of the Code, the MCN Executive Deferred Compensation Plan and the MichCon Supplemental Savings Plan which is subject to the deduction limitation described in Section 162(m) of the Code for such calendar year. 5/23/96 MCN Corporation Minutes of Regular Meeting of Board of Directors approved amendments to the Corporation's Mandatory Deferred Compensation Plan as follows: Section 3.06 is amended to read as follows: 3.06. Denomination of Deferrals. During the Deferral Period, A Participant's Deferral shall be denominated in Company common stock valued at an amount equal to the closing price of a share of Company common stock on the New York Stock Exchange Composite Tape for the trading day preceding the day on which a deferral is to be made. Dividend equivalents shall be credited to the Participant's Account in accordance with Section 4.02. After completion of the Deferral Period, the Participant's Account shall be valued on a cash basis with interest credited monthly, as provided in Section 5.01. Section 5.01 is amended to read as follows: 5.01. Form and Timing of Payment. After completion of his Deferral Period, a Participant shall be entitled to a distribution of his Account on the first of the month following the month in which his Deferral Period ends. Notwithstanding the fact that a Participant's Account will be valued on a cash basis after completion of the Deferral Period in accordance with Section 3.06, the distribution to a Participant shall be paid in 21 Company common stock equal to the number of shares of Company common stock deemed to be held in the Participant's Account and valued at the closing price of MCN Corporation common stock on the New York Stock Exchange Composite Tape on the day before payment is made. The distribution of the Company common stock shall be made in accordance with the Participant's selection on his Deferral Form; either in equal monthly payments over a period not less than one year and not more than 15 years, in one year increments, or as a lump sum distribution of the Participant's Account. The number of shares distributed monthly shall be calculated to pay out over the specified period the entire balance in the Participant's Account as of the end of the Deferral Period with interest credited monthly on the declining balance at the Plan Interest Rate. The number of shares distributed monthly to the Participant shall be adjusted on January 1 of each year to reflect changes in the Plan Interest Rate and other changes to the Participant's Account balance. Section 6.03 is amended to read as follows: 6.03. Pre-Retirement Survivor Benefit. If a Participant dies prior to completion of the Deferral Period, his Beneficiary shall be entitled to receive a distribution of the Participant's Account. The distribution to a Beneficiary shall be paid in Company common stock equal to the number of shares of Company common stock deemed to be held in the Participant's Account and valued at the closing price of MCN Corporation common stock on the New York Stock Exchange Composite Tape on the day of the Participant's death. The distribution shall be paid in accordance with the Participant's selection on his Deferral Form; either in monthly payments over a period not less than one year and not more than 15 years, in one year increments, or as a lump sum distribution. Payments to the Beneficiary shall begin as soon as practicable, but in no event later than one year following the Participant's death. The following sentence shall be added to the end of Section 8.01: A Participant shall be responsible for making payment to MCN Corporation or a participating Affiliated Company, as appropriate, in an amount equal to the income payroll tax withholdings on the fair market value of the payments made in accordance with Section 5.01. A Participant may sell up to 50 percent of a distribution made under Section 5.01 on the open market to facilitate payment of the tax withholdings. In no circumstance will the Company purchase or otherwise issue cash for any stock distributed under this Plan. The last sentence of Section 10.02 shall be amended to read as follows: The Company shall pay such suspended payments in a lump sum distribution of Company common stock immediately upon the expiration of the period of suspension. Section 10.04 shall be amended to read as follows: 10.04. Right to Accelerate. The Board of Directors in its sole discretion may accelerate all vested benefits upon termination of the Plan, and pay such benefits in a single, actuarially equivalent lump-sum distribution of Company stock. The Deferral Form shall be amended to reflect that all payments made from the Plan shall be made in MCN Corporation common stock: 22 EXHIBIT A MCN CORPORATION MANDATORY DEFERRED COMPENSATION PLAN DEFERRAL FORM ================================================================================ Employee Name (Print) Social Security No. I. D. Number ================================================================================ Address (Number/Street) City State Zip Code ============================================================================== In accordance with the terms of the MCN Corporation Mandatory Deferred Compensation Plan ("Plan"), which is hereby incorporated by reference, I hereby accept and agree to all the provisions of the Plan and irrevocably elect pursuant to Section 3 of the Plan to have all Total Compensation paid to me in excess of $1 million in any calendar year in which I am a Covered Employee deferred until completion of the Deferral Period. Benefit Payment Election That the amount deferred shall be paid to me after completion of the Deferral Period in the manner specified below: Lump-sum payment of MCN Corporation common stock. ----- Payment in annual installments of MCN Corporation common stock ------ over years (in 1 year increments, not to exceed 15 years) I understand that, notwithstanding the above benefit payment election, I may be eligible for a hardship withdrawal pursuant to Section 5 of the Plan. Dividend Payment Election I hereby elect to have the dividend equivalents credited to my Account paid as specified below: All reinvested in my Account and denominated in shares of MCN ------ Corporation common stock 50% reinvested in my Account, denominated in shares of MCN ------ Corporation common stock, and 50% paid directly to me in cash 100% paid directly to me in cash ------ ================================================================================ Employee Signature Date - -------------------------------------------------------------------------------- Receipt Acknowledged By Title Date ================================================================================ May 23, 1996 23 8/27/98 MCN Energy Group Inc. Minutes of Regular Meeting of Board of Directors approved amendments to the Company's Mandatory Deferred Compensation Plan as follows: Section 1.01 is amended to reflect the change in the name of the Plan to the MCN Energy Group Mandatory Deferred Compensation Plan. This change is carried throughout the document. Section 2.08 is amended to reflect the change in the name of the Committee from the Savings Plan Committee to the MCN Energy Group Master Trust, Retirement and Savings Plan Committee. Section 2.18 is amended to reflect the change in the name of Performance Awards to Performance Shares under the MCN Energy Group Long-Term Incentive Performance Share Plan. This change is carried throughout the document. Section 2.20 is amended to reflect the change in the interest rate used from the interest rate for the latest issue, as of the previous month, of ten-year U.S. Treasury Notes to the average interest rate on ten-year U.S. Treasury Notes for the November of the prior calendar year. This change was made to provide consistency in interest rates with other executive compensation plans of the Company. Section 2.25 is amended to clarify the meaning of Total Compensation. Prior to the amendment, the section read as follows: 2.25. "Total Compensation" means all remuneration for services received by an employee in a calendar year, including cash and the cash value of all noncash remuneration (including taxable benefits) less any amount deferred under Sections 125, 129 and 401(k) of the Code, the MCN Executive Deferred Compensation Plan and the MichCon Supplemental Savings Plan which is subject to the deduction limitation described in Section 162(m) of the Code for such calendar year. Section 3.02 is amended to clarify when participation in the Plan commences. Prior to the amendment, the section read as follows: 3.02. Commencement of Participation. An employee shall become a Participant upon execution of a Deferral Form no later than 15 days after the execution of this Plan or the December 22 prior to the January 1 of the year the Company has determined the employee will become a Covered Employee. A properly executed Deferral Form shall be effective on the January 1 immediately following execution of the Deferral Form, and shall contain the items described in this Section and in Sections 3.03, 5.01 and 6.01. Subject to Section 5.03, the mandatory deferral required by the Plan shall be effective for all Plan Years the Participant is a Covered Employee and shall be irrevocable. Section 3.06 is deleted in its entirety and replaced with the section as currently shown. Prior to the deletion, the section read as follows: 3.06. Denomination of Deferrals. A Participant's Deferral shall be denominated in Company common stock valued at an amount equal to the closing price of a share of Company common stock on the New York Stock Exchange Composite Tape for the trading day preceding the day on which a deferral is to be made. Dividend equivalents shall be credited to the Participant's Account in accordance with Section 4.02. Section 3.07 is amended and redesignated as Section 3.08 and a new Section 3.07 is added to read as currently shown to provide for the denomination of an active Participant's account on a cash basis once the Participant attains age 65. Prior to such amendment and redesignation, Section 3.07 read as follows: 3.07. Establishment of Account. The Committee shall establish an Account for each Participant to which the Participant's Deferrals shall be credited, dividend equivalents in accordance with Section 4.02 shall be reinvested and distributions shall be debited. A new Section 3.09 was added to read as currently shown. 24 Section 4.02 is amended to provide that 100% of dividend equivalents may be reinvested in Share Equivalents in the Participant's account or may be taken in cash. Prior to amendment, Section 4.02 read as follows: 4.02. Dividend Equivalents. Dividend equivalents equal to 50% of the dividends payable on MCN Common Stock shall be credited to a Participant's Account during the Deferral Period based on the number of shares of Company common stock deemed to be held in such Participant's Account. A Participant may elect on his Deferral Form to have 0%, 50% or 100% of such credited dividend equivalents paid directly to him in cash during the Plan Year. A Participant's election regarding credited dividend equivalents shall be effective on the January 1 immediately following execution of his Deferral Form and shall remain in effect until revoked by the Participant. Revocation of a dividend equivalent election shall be effective on the January 1 immediately following revocation. Section 5 is deleted in its entirety and replaced with Section 5 as it currently reads. Prior to its deletion, Section 5 read as follows: SECTION 5 FORM AND TIMING OF PAYMENT 5.01. Form and Timing of Payment. After completion of his Deferral Period, a Participant shall be entitled to a distribution of his Account on the first of the month following the month in which his Deferral Period ends. The distribution to a Participant shall be paid in Company common stock equal to the number of shares of Company common stock deemed to be held in the Participant's Account and valued at the closing price of MCN Corporation common stock on the New York Stock Exchange Composite Tape on the day before payment is made. The distribution of Company common stock shall be made in accordance with the Participant's selection on his Deferral Form; either in equal monthly payments over a period not less than one year and not more than 15 years, in one year increments, or as a lump sum distribution of the Participant's Account. The amount of monthly payments shall be calculated to pay out over the specified period the entire balance in the Participant's Account as of the end of the Deferral Period with interest credited monthly on the declining balance at the Plan Interest Rate. The amount of the monthly payments to the Participant shall be adjusted on January 1 of each year to reflect changes in the Plan Interest Rate and other changes to the Participant's Account balance. 5.02. Change in Payment Option. The payment option selected by the Participant on his Deferral Form may be changed at any time by the Participant by submitting a new payment selection to the Committee, but a change shall be effective only if it is received by the Committee at least 36 months before payments under the Plan commence. 5.03. Hardship Withdrawal Benefits. At any time prior to a distribution in accordance with Section 5.01, a Participant may request that the Committee make a distribution to him of all or part of his Account within 120 days. Such distribution shall be made only if the Committee determines that the Participant is suffering from a financial hardship that cannot be satisfied from his normal sources of income, and the distribution shall be limited to the amount required to meet the financial hardship. In making these determinations, the Committee shall utilize the regulations proposed or adopted by the U.S. Department of Treasury pursuant to Section 401(k) of the Code and the rules under the Savings Plan. A financial hardship shall be satisfied from the Plan to the extent possible then from the MCN Executive Deferred Compensation Plan, the Supplemental Savings Plan, and finally from the Savings Plan. Section 6.03 is deleted in its entirety and replaced with Section 6.03 as it currently reads. Prior to its deletion, Section 6.03 read as follows: 6.03. Pre-Retirement Survivor Benefit. If a Participant dies prior to completion of the Deferral Period, his Beneficiary shall be entitled to receive a distribution of the Participant's Account. The distribution to a Beneficiary shall be paid in Company common stock equal to the number of shares of Company common stock deemed to be held in the Participant's Account and valued at the closing price of MCN Corporation common stock on the New York Stock Exchange Composite Tape on the day of the Participant's death. The distribution shall be paid in accordance with the Participant's selection on his Deferral Form; either in monthly payments over a period not less than one year and not 25 more than 15 years, in one year increments, or as a lump sum distribution. Payments to the Beneficiary shall begin as soon as practicable, but in no event later than one year following the Participant's death. Section 6.04 is redesignated as Section 6.05. A new Section 6.04 is inserted to read as currently shown. Exhibit A is amended as shown to reflect the changes described herein. Prior to amendment, Exhibit A read as follows: 26 EXHIBIT A MCN CORPORATION MANDATORY DEFERRED COMPENSATION PLAN DEFERRAL FORM ================================================================================ Employee Name (Print) Social Security No. I. D. Number ================================================================================ Address (Number/Street) City State Zip Code ============================================================================== In accordance with the terms of the MCN Corporation Mandatory Deferred Compensation Plan ("Plan"), which is hereby incorporated by reference, I hereby accept and agree to all the provisions of the Plan and irrevocably elect pursuant to Section 3 of the Plan to have all Total Compensation paid to me in excess of $1 million in any calendar year in which I am a Covered Employee deferred until completion of the Deferral Period. Benefit Payment Election That the amount deferred shall be paid to me after completion of the Deferral Period in the manner specified below: Lump-sum payment of MCN Corporation common stock. ------ Payment in annual installments of MCN Corporation common stock ------ over years (in 1 year increments, not to exceed 15 years) I understand that, notwithstanding the above benefit payment election, I may be eligible for a hardship withdrawal pursuant to Section 5 of the Plan. Dividend Payment Election I hereby elect to have the dividend equivalents credited to my Account paid as specified below: All reinvested in my Account and denominated in shares of MCN ------ Corporation common stock 50% reinvested in my Account, denominated in shares of MCN ------ Corporation common stock, and 50% paid directly to me in cash 100% paid directly to me in cash ------ ================================================================================ Employee Signature Date - -------------------------------------------------------------------------------- Receipt Acknowledged By Title Date ================================================================================ May 23, 1996 27 12/15/99 MCN Energy Group Inc. Minutes of Regular Meeting of Board of Directors approved the plan amendment and restatement effective December 15, 1999, to reflect the following changes: Section 5.01(a) was deleted from Section 5.01 and redesignated as Section 5.02. Prior to its deletion from Section 5.01, subsection (a) read as follows: (a) Annual Distributions - Cash Valuation of Account. As of the date the Deferral Period ends ("Valuation Date"), the Participant's Account shall be valued on a cash basis, using the average of the high and low MCN common stock price on the New York Stock Exchange Composite Tape on the Valuation Date. Such cash valuation shall be used for purposes of determining the amount of interest to be credited to the Participant's Account during the period annual distributions are made to the Participant ("Payout Period") and for purposes of determining the number of shares of MCN common stock that will be distributed to a Participant during the Payout Period. Interest shall be credited annually as of the Anniversary Date on the declining cash balance at the Plan Interest Rate in effect for the year in which the distribution is made. Sections 5.02, 5.03 and 5.04 were redesignated as Sections 5.03, 5.04 and 5.05. Sections 12.03 and 12.04 are redesignated as Sections 12.05 and 12.06. New Sections 12.03 and 12.04 were added to read as shown. EX-10.9 7 MCN ENERGY GROUP INC. SUPPLEMENTAL SAVINGS PLAN 1 EXHIBIT 10.9 MCN ENERGY GROUP SUPPLEMENTAL SAVINGS PLAN (AS RESTATED EFFECTIVE AS OF DECEMBER 15, 1999) 2 TABLE OF CONTENTS

SECTION PAGE - ------- ---- ARTICLE 1 - TITLE...........................................................................................1 ARTICLE 2 - DEFINITIONS.....................................................................................1 ARTICLE 3 - PURPOSE.........................................................................................1 ARTICLE 4 - EFFECTIVE DATE..................................................................................2 ARTICLE 5 - PARTICIPATION...................................................................................2 Section 5.1 Eligibility to Participate..........................................................2 Section 5.2 Election to Participate.............................................................2 ARTICLE 6 - PARTICIPANTS' ACCOUNTS..........................................................................3 Section 6.1 Establishment of Accounts and Subordination of Executive's Rights..................................................................................3 Section 6.2 Credits and Debits to Participants' Accounts........................................3 Section 6.3 Election of Accounts................................................................4 Section 6.4 Change of Election for Accounts.....................................................5 Section 6.5 Transfers Between Accounts..........................................................5 ARTICLE 7 - HARDSHIP WITHDRAWALS............................................................................5 ARTICLE 8 - VESTING AND PAYMENT OF BENEFITS.................................................................6 Section 8.1 Form and Timing of Payments.........................................................6 Section 8.2 Change in Payment Options...........................................................7 Section 8.3 Payments Subject to Golden Parachute Provisions.....................................7 Section 8.4 Vested Portion of Participants' Accounts............................................7 Section 8.5 Recrediting of Forfeited Amounts....................................................7 Section 8.6 Transfer to an Affiliated Company...................................................8 ARTICLE 9 - BENEFICIARY IN THE EVENT OF DEATH...............................................................8 ARTICLE 10 - ADMINISTRATION.................................................................................9 ARTICLE 11 - AMENDMENT AND TERMINATION......................................................................9

i 3 ARTICLE 12 - MISCELLANEOUS..................................................................................9 Section 12.1 Non-Assignability.................................................................9 Section 12.2 No Employment Rights.............................................................10 Section 12.3 Law Applicable...................................................................10 Section 12.4 Legal Fees and Expenses..........................................................10 Section 12.5 Successors.......................................................................10 ARTICLE 13 - CHANGE IN CONTROL PROVISIONS..................................................................10 Section 13.1 General..........................................................................10 Section 13.2 Transfer to Rabbi Trust..........................................................10 Section 13.3 Lump Sum Payments................................................................11 Section 13.4 Joint and Several Liability......................................................11 Section 13.5 Dispute Procedures...............................................................11 Section 13.6 Definition of Change in Control..................................................11 Historical Background ii 4 MCN ENERGY GROUP SUPPLEMENTAL SAVINGS PLAN (AS RESTATED EFFECTIVE AS OF DECEMBER 15, 1999) WHEREAS, MCN Energy Group Inc. (the "Company") has previously adopted the MichCon Supplemental Savings Plan and the Company desires to make certain changes in the plan. NOW, THEREFORE, effective December 15, 1999, the MichCon Supplemental Savings Plan is hereby amended and restated as follows: ARTICLE 1 TITLE The title of this Plan shall be the "MCN Energy Group Supplemental Savings Plan" and shall be referred to in this document as the "Plan". ARTICLE 2 DEFINITIONS The words and phrases used in the Plan shall have the same meanings as provided under Article 2 of the MCN Energy Group Savings and Stock Ownership Plan (the "Qualified Plan"), as amended from time to time, unless otherwise defined in the Plan or the context clearly requires otherwise. ARTICLE 3 PURPOSE The principal purpose of the Plan is to provide deferred compensation for a select group of management or highly compensated Employees of the Company and any other Employer that has adopted the Plan with the consent of the Company who has been specifically designated by the 5 Committee to be eligible for Plan participation (an "Executive"). Such an employee shall remain an Executive so long as this designation is not revoked by the Committee. It is intended that this Plan provide benefits for "a select group of management or highly compensated employees" within the meaning of Section 201, 301 and 401 of ERISA and, therefore, to be exempt from the provisions of Parts 2, 3, and 4 of Title I of ERISA. ARTICLE 4 EFFECTIVE DATE The original effective date of the Plan for the Company was May 31, 1988, and for any other Employer shall be the date established by such Employer at the time of adoption of the Plan. ARTICLE 5 PARTICIPATION Section 5.1 Eligibility to Participate. Only the following individuals shall be eligible to participate in the Plan: (a) any Executive whose contributions under the Qualified Plan are limited because of the limitation on compensation under Section 401(a)(17) of the Code, the limitation on elective deferrals under Section 402(g) of the Code, the limitation on benefits and contributions under Section 415 of the Code, or any other provision of the Code or other law that the Committee hereafter designates; and (b) such other management or highly compensated Employees as shall be approved by the Chief Executive Officer of an Employer that has adopted the Plan. Section 5.2 Election to Participate. An Executive who is eligible to participate may become a participant in the Plan (a "Participant") by filing a written election with the Committee on a form approved by the Committee. The Executive's election shall authorize the Employer to defer the amount of such Executive's Eligible Compensation pursuant to Section 6.2(a) and (c) hereof and shall evidence the Executive's acceptance of and agreement to all the provisions of the Plan. 6 The Executive's election must be made no later than December 31 of the year that immediately precedes the year for which it applies. However, the first election by any Executive to participate in this Plan shall be effective for Eligible Compensation earned after the election is received by the Committee and after contributions to the Qualified Plan are limited in accordance with Section 5.1(a) above. An election shall be irrevocable for the current calendar year. An election shall be irrevocable for future calendar years unless a written revocation is filed with the Committee prior to the first day of the calendar year for which the revocation is desired. ARTICLE 6 PARTICIPANTS' ACCOUNTS Section 6.1 Establishment of Accounts. The Employer shall establish accounts for each of its Executives who is a Participant in the Plan. Separate accounts corresponding in name to the separate funds under the Qualified Plan shall be maintained for each Participant. Credits under Sections 6.2(a) and (b) shall also be maintained in separate accounts. The accounts shall be maintained as unfunded bookkeeping accounts and all amounts represented by the accounts shall remain a part of the general funds of the Employer of such Participant, subject to the claims of its general creditors. Nothing in the Plan and no action taken pursuant to the provisions of the Plan shall be deemed to create a trust or fund of any kind or to create any fiduciary relationship. The obligation to make payments under this Plan shall be and remain an unsecured, unfunded general obligation of the Employer of the particular Participant. Each Executive who is a Participant in the Plan shall be provided an annual statement of the unfunded accounts maintained for the Participant. Section 6.2 Credits and Debits to Participants' Accounts. As of the end of a pay period, total credits shall be made to the accounts maintained for a Participant as set forth below: (a) An amount equal to the difference between (1) and (2) below: (1) the amount that such Participant would have contributed to the Qualified Plan for such pay period, assuming (x) the Participant satisfied the eligibility requirements set forth in Section 3.1 of the Qualified Plan and (y) the allotments 3 7 of such Participant under the Qualified Plan were not limited by the application of the any restriction set forth in Section 5.1(a), or any provision of the Qualified Plan relating to the limitations described in Section 5.1(a) above; (2) the amount that such Participant actually contributed to the Qualified Plan for such pay period. (b) An amount equal to the difference between (1) and (2) below: (1) the amount that the Employer of such Participant would have contributed to the Qualified Plan on behalf of such Participant for such pay period if the Participant had contributed the amount set forth in (a)(1) above to the Qualified Plan during such pay period; (2) the amount that the Employer actually contributed to the Qualified Plan on behalf of such Participant for such pay period. The total credits under (a) and (b) of this Section shall be allocated to the specific accounts elected by the Participant as provided under Section 6.3 hereof. Each account shall be credited with an amount representing earnings or debited with an amount representing losses on a daily basis. Earnings or losses for a pay period shall be calculated using the daily valuation methodology employed by the recordkeeper for each corresponding fund under the Qualified Plan. Section 6.3 Election of Accounts. Each Participant shall, by filing a written election with the Committee, on a form approved by the Committee, elect the accounts which are to be used for recording credits under Sections 6.2(a) and (b) hereof. A Participant may direct that credits under Sections 6.2(a) and (b) may be made to any account corresponding in name to the funds under the Qualified Plan that are available to accept contributions or allotments. Notwithstanding the foregoing, a Participant must at all times maintain an aggregate balance in the MCN Stock fund in the Qualified Plan or the MCN Stock account in this Plan or a combination of both such plans in an amount at least equal to the sum of the Employer contributions made pursuant to Section 4.3(a) of the Qualified Plan after April 1, 1989, plus seventy-five percent of 4 8 the credits recorded under Section 6.2(b) of this Plan (or the corresponding Predecessor provision) after April 1, 1989. This balance may be maintained in the Qualified Plan, this Plan, or a combination of both such plans, at the discretion of the Participant. Section 6.4 Change of Election for Accounts. Any election of accounts given by a Participant under the preceding Section shall be deemed to be a continuing election until changed by the Participant. A Participant may change any such election as of any normal business day of any month by giving prior notice of such change to the Plan recordkeeper in the form prescribed by the Committee. Section 6.5 Transfers Between Accounts. Transfers between accounts shall be effected on any normal business day of any month upon directions to the Plan recordkeeper in the form prescribed by the Committee. A Participant may not transfer any amount from the MCN Stock account if the balance remaining in such account after the transfer would be less than the amount required to be credited to such account under Section 6.3 hereof, plus the earnings thereon. ARTICLE 7 HARDSHIP WITHDRAWALS A Participant may request, upon 20 days written notice to the Committee, a withdrawal from his or her accounts if the withdrawal is on account of financial hardship as defined under the Qualified Plan. A financial hardship shall first be satisfied from the MCN Executive Deferred Compensation Plan to the extent possible; then from the Plan; and finally from the Qualified Plan. The amount of such withdrawal shall be limited to the amounts deferred under Section 6.2(a) hereof, or the total value of the accounts maintained under Section 6.2(a) hereof as of the end of the prior month, whichever is smaller. 5 9 The determination of the existence of financial hardship and the amount required to be distributed to meet the need created by the hardship shall be made by the Committee. All determinations regarding financial hardship shall be made in accordance with written procedures established by the Committee for hardship withdrawals from the Qualified Plan and shall be applied in a uniform and nondiscriminatory manner. Such written procedures shall specify the requirements for requesting and receiving withdrawals on account of financial hardship, including the forms that must be submitted, and to whom the forms are to be submitted. No other withdrawals or loans are permitted under this Plan. ARTICLE 8 VESTING AND PAYMENT OF BENEFITS Section 8.1 Form and Timing of Payment. On the date that a Participant becomes entitled, pursuant to either Section 9.1 or 9.2 of the Qualified Plan (the "Retirement Date"), to a distribution of his or her account in the Qualified Plan, such Participant shall be entitled to receive the vested portion of the amount credited to his or her accounts in the Plan. All distributions shall be paid out at the end of the quarter in which the Participant's Retirement Date occurs. As of the end of the quarter in which his Retirement Date occurs, the Participant's Account shall be valued on a cash basis with interest credited annually at a rate equal to the average interest rate of ten-year U.S. Treasury Notes for the November of the prior calendar year, or such other rate as set by the Committee (the "Plan Interest Rate"). Payment of the vested portion of a Participant's accounts shall be made in accordance with the Participant's selection on his Benefit Agreement either in annual payments over a period not less than one year and not more than 15 years, or in one lump sum by the Employer maintaining the accounts. If no payment election has been made, the vested portion of the Participant's account shall be paid in one lump sum. The amount of the annual payments shall be calculated to pay out over the specified period the entire balance in the Participant's Account as of his Retirement Date with interest credited annually on the declining balance at the Plan Interest Rate. The Participant's Account shall continue to be credited annually with interest at the Plan Interest Rate and charged with the annual payments to the Participant. The amount of the annual payments to the Participant shall be adjusted at the end of the quarter in which the anniversary of the Participant's retirement date 6 10 occurs to reflect changes in the Plan Interest Rate and other changes in the Participant's Account balance. Section 8.2. Change in Payment Option. The payment option selected by the Participant may be changed at any time by the Participant submitting a new payment selection to the Committee, however, a change shall be effective only if it is received by the Committee at least 12 months before payments under the Plan commence. Section 8.3 Payments Subject to Golden Parachute Provisions. Notwithstanding the above, if payment at the time specified in the first sentence of this paragraph would subject the Participant to the excise tax under Section 4999 of the Code, payment of the vested portion of a Participant's accounts shall be deferred until the earlier of (a) the date that would have been the Participant's Normal Retirement Date, Early Retirement Date or Disability Retirement Date, (b) death of the Participant, or (c) total and permanent disability or legally established mental incompetency of the Participant. Section 8.4 Vested Portion of Participants' Accounts. The vested portion of a Participant's account shall mean: (i) the total value of the accounts of a Participant who is entitled to a distribution pursuant to Section 9.1 of the Qualified Plan; or (ii) with respect to a Participant who is entitled to a distribution pursuant to Section 9.2 of the Qualified Plan, the total value of the account maintained under Section 6.2(a) hereof. Notwithstanding the foregoing, the total value of the accounts of a Participant shall become nonforfeitable as of the date on which the Participant attains age 65. Section 8.5 Recrediting of Forfeited Amounts. If a Participant entitled to a distribution pursuant to Section 9.2 of the Qualified Plan receives the vested portion of the amount credited to his or her accounts in the Plan, forfeits the remainder, and is thereafter reemployed prior to incurring five consecutive Break in Service Years, then as of the end of the month coincident with or next following the Participant's date of reemployment, the amount of the Participant's accounts that was forfeited upon the earlier termination of employment shall be credited to the Participant's accounts. Interest shall not accrue on such amount between the time it was forfeited and the time at which it was recredited. 7 11 Section 8.6 Transfer to an Affiliated Company. Benefits for a Participant who transfers employment from one Employer to an Affiliated Company shall be subject to Section 3.8 of the Qualified Plan. Such a transfer of employment shall cause a transfer of the accounts maintained by an Employer for a Participant if the new Employer has adopted the Plan and the former Employer transfers cash to the new Employer equal to the amount of the accounts transferred. In all other events, a transfer of employment shall not cause a transfer of the accounts maintained by an Employer for a Participant. ARTICLE 9 BENEFICIARY IN THE EVENT OF DEATH Each Participant shall have the right to designate a beneficiary or beneficiaries to receive any distribution to be made under Article 8 upon the death of such Participant, or, in the case of a Participant who dies subsequent to termination of his or her employment but prior to the distribution of the entire amount to which the Participant is entitled under the Plan, any undistributed balance to which such Participant would have been entitled. Each Participant shall also have the right to designate a contingent beneficiary in the event any of the primary beneficiaries predecease the Participant or die prior to complete disbursement of the Participant's account. If no beneficiary has been named by a Participant at the time of the Participant's death, or if the beneficiary designated by the Participant has predeceased the Participant or such designated beneficiary has died prior to complete disbursement of the Participant's accounts and the Participant has failed to name a contingent beneficiary, the value of the Participant's accounts, or the undistributed portion thereof, shall be paid by the Employer to the deceased employee's lawful successor(s) in interest in a lump sum as soon as practicable, but in no event later than one year following the employee's death. 8 12 ARTICLE 10 ADMINISTRATION The Plan shall be administered by the Committee appointed pursuant to the provisions of Section 10.1 of the Qualified Plan. The Committee shall have the same powers and duties, and shall be subject to the same limitations, as are described in the Qualified Plan. However, unlike the limitation on the Committee's power to amend or modify the Qualified Plan under Section 11.1 of the Qualified Plan, the Committee shall have full power to amend or modify the Plan in all respects. ARTICLE 11 AMENDMENT AND TERMINATION The Company may amend or terminate the Plan at any time and for any reason. The power to amend or modify the Plan shall rest solely with the Committee. No such amendment or termination shall affect the rights of Participants or beneficiaries to the vested portion of amounts credited to Participants' accounts as of the date of such amendment or termination. In the event of a termination of the Plan, all amounts credited to a Participant's accounts shall be fully vested. ARTICLE 12 MISCELLANEOUS 12.1 Non-Assignability. This Plan shall be subject to the same terms and conditions as specified in Section 15.4 of the Qualified Plan, and said Section is hereby incorporated by reference. Section 12.2 No Employment Rights. Nothing contained in the Plan and no action taken pursuant to the provisions of the Plan shall be construed as a contract of employment between the Employer and an Employee, or as a right of any Employee to be continued in the employment of the Employer, or as a limitation of the right of the Employer to discharge any of its Employees at any time, with or without cause, or as a limitation of the right of the Employee to terminate employment at any time. 9 13 Section 12.3 Law Applicable. This Plan and all actions hereunder shall be governed by and construed according to the laws of the State of Michigan. Section 12.4 Legal Fees and Expenses. The Company shall pay all legal fees and expenses which a Participant may incur as a result of the Company contesting the validity, enforceability, or the Participant's interpretation of, or determinations under this Plan other than the hardship withdrawal provisions hereof. Section 12.5 Successors. In the event of any consolidation, merger, acquisition or reorganization of the Company, the obligations of the Company under this Plan shall continue and be binding upon the Company and its successors. ARTICLE 13 CHANGE IN CONTROL PROVISIONS Section 13.1 General. In the event of a Change in Control, as defined in Section 13.6, then, notwithstanding any other provision of the Plan, the provisions of this Section 13 shall be applicable and shall supersede any conflicting provisions of the Plan. Section 13.2 Transfer to Rabbi Trust. MCN Energy Group Inc. ("MCN") has established a trust pursuant to a Trust Agreement dated January 3, 1991 (the "Rabbi Trust"). The terms of the Rabbi Trust provide that, in the event of a Change in Control and thereafter, assets are to be transferred to such trust to provide benefits under the Plan. MCN shall make all transfers of funds required by the Rabbi Trust in a timely manner and shall otherwise abide by the terms of the Rabbi Trust. Section 13.3 Lump Sum Payments. In a Change in Control situation, the Chairman of MCN shall have the absolute discretion to direct that a lump sum payment be made to a Participant up to the total value of such Participant's Account in the year of the Change in 10 14 Control if such payment will reduce the amount of any potential excise tax imposed by Code Section 4999. Section 13.4 Joint and Several Liability. Upon and at all times after a Change in Control, the liability under the Plan of MCN and each Affiliated Employer that has adopted the Plan shall be joint and several so that MCN and each such Affiliated Employer shall each be liable for all obligations under the Plan to each employee covered by the Plan, regardless of the corporation by which such employee is employed. Section 13.5 Dispute Procedures. In the event that, upon or at any time subsequent to a Change in Control, a claim for benefits under the Plan of a Participant or distributee who has exhausted the claims and appeals procedures set forth in Section 10.6 of the Qualified Plan is denied in whole or in part, the following additional procedures shall be applicable: (a) Any amount that is not in dispute shall be paid to the Participant or distributee at the time or times provided herein. (b) MCN shall advance to such claimant from time to time such amounts as shall be required to reimburse the claimant for reasonable legal fees, costs and expenses incurred by such claimant in seeking a judicial resolution of his or her claim, including reasonable fees, costs and expenses relating to appeals; provided, however, that MCN shall not be obligated to advance to the claimant any amounts under this Section 13.4(b) unless and until the claimant agrees in writing to repay to MCN, immediately upon the occurrence of a final judicial determination with respect to such dispute, any amount of such fees, costs and expenses that is not awarded to such claimant in a final order of a court of competent jurisdiction. Section 13.6 Definition of Change in Control. A "Change of Control" means: 11 15 (a) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (i) the then outstanding shares of common stock of MCN (the "Outstanding MCN Common Stock") or (ii) the combined voting power of the then outstanding voting securities of MCN entitled to vote generally in the election of directors (the "Outstanding MCN Voting Securities"); provided, however, that the following acquisitions shall not constitute a Change of Control: (A) any acquisition directly from MCN (excluding any acquisition by virtue of the exercise of a conversion privilege), (B) any acquisition by MCN, (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by MCN or any corporation controlled by MCN or (D) any acquisition by any corporation pursuant to a reorganization, merger or consolidation, if, following such reorganization, merger or consolidation, the conditions described in clauses (i), (ii) and (iii) of subsection (c) of this Section 13.6 are satisfied; or (b) Individuals who, as of the date hereof, constitute the Board of Directors of MCN (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by MCN's shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or (c) Approval by the shareholders of MCN of a reorganization, merger or consolidation, in each case, unless, following such reorganization, merger or 12 16 consolidation, (i) more than 60% of, respectively, the then outstanding shares of common stock of the corporation resulting from such reorganization, merger or consolidation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding MCN Common Stock and Outstanding MCN Voting Securities immediately prior to such reorganization, merger or consolidation in substantially the same proportions as their ownership, immediately prior to such reorganization, merger or consolidation, of the Outstanding MCN Common Stock and Outstanding MCN Voting Securities, as the case may be, (ii) no Person (excluding MCN, any employee benefit plan or related trust sponsored or maintained by MCN or any corporation controlled by MCN or such corporation resulting from such reorganization, merger or consolidation and any Person beneficially owning, immediately prior to such reorganization, merger or consolidation, directly or indirectly, 20% or more of the Outstanding MCN Common Stock or Outstanding MCN Voting Securities, as the case may be) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such reorganization, merger or consolidation or the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors and (iii) at least a majority of the members of the board of directors of the corporation resulting from such reorganization, merger or consolidation were members of the Incumbent Board at the time of the execution of the initial agreement providing for such reorganization, merger or consolidation; or (d) Approval by the shareholders of MCN of (i) a complete liquidation or dissolution of MCN or (ii) the sale or other disposition of all or substantially all of the assets of MCN, other than to a corporation, with respect to which following such sale or other disposition, (A) more than 60% of, respectively, the then outstanding shares of common stock of such corporation and the combined voting power of the then 13 17 outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding MCN Common Stock and Outstanding MCN Voting Securities immediately prior to such sale or other disposition in substantially the same proportion as their ownership, immediately prior to such sale or other disposition, of the Outstanding MCN Common Stock and Outstanding MCN Voting Securities, as the case may be, (B) no Person (excluding MCN Corporation, any employee benefit plan or related trust sponsored or maintained by MCN or any corporation controlled by MCN or such corporation resulting from such reorganization, merger or consolidation and any Person beneficially owning, immediately prior to such sale or other disposition, directly or indirectly, 20% or more of the Outstanding MCN Common Stock or Outstanding MCN Voting Securities, as the case may be) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors and (C) at least a majority of the members of the board of directors of such corporation were members of the Incumbent Board at the time of the execution of the initial agreement or action of the Board providing for such sale or other disposition of assets of MCN. IN WITNESS WHEREOF, the undersigned officer of the Company has executed this Plan as of this 15th day of December, 1999. MCN ENERGY GROUP INC. By: ----------------------------------------- Daniel L. Schiffer, Senior Vice President, General Counsel and Secretary Restated: December 15, 1999 14 18 MCN ENERGY GROUP INC. SUPPLEMENTAL SAVINGS PLAN Historical Background 07/01/89 Plan amended and restated. 02/28/90 MCN Corporation Minutes of Regular Meeting of Board of Directors - authorization for amendment regarding "Change in Control" language (Section 13). 08/01/91 Plan amended and restated per MCN Corporation Minutes of Regular Meeting of Board of Directors authorization for amendment providing participants the option of receiving essentially the same returns as available under the MichCon Savings Plan, to require that participants maintain at least 75% of the employer matching portion in the Corporation's common stock, and to conform the hardship withdrawal provisions to new Treasury Regulations. 01/01/92 Amendment to Section 5.3, inserting at the end of Section 5.3 "and, when the Qualified Plan is amended to permit increased Voluntary Deductions or Salary Reduction a change submitted prior to the effective date of such amendments." 08/15/92 Plan restated. 01/01/97 Plan amended and restated per MCN Corporation Minutes of Regular Meeting of Board of Directors as follows: Article 1 is amended to reflect the change in the name of the Plan to the "MCN Energy Group Inc. Supplemental Savings Plan". Article 3 is amended to read as follows: The principal purpose of the Plan is to provide deferred compensation for a select group of management or highly compensated Employees of the Company and any other Employer that has adopted the Plan with the consent of the Company who has been specifically designated by the Committee to be eligible for Plan participation (an "Executive"). Such an employee shall remain an Executive so long as this designation is not revoked by the Committee. It is intended that this Plan provide benefits for "a select group of management or highly compensated employees" within the meaning of Section 201, 301 and 401 of ERISA and, therefore, to be exempt from the provisions of Parts 2, 3, and 4 of Title I of ERISA. Section 5.3 is amended to read as follows: Section 5.3 Restriction on Change Deferrals Under the Plan. The amount to be deferred by an Executive for a Plan year shall be determined using the percentage of his or her Compensation Rate in effect as of the December 31 of the year which immediately precedes 19 the year for which it applies. An Executive who elects to participate in the Plan may not, after the effective date of such election, change the percentage of his or her Compensation Rate deferred under the Qualified Plan to affect the amount to be deferred under the Plan except for a change submitted prior to the first day of the calendar year for which the change is desired, and, when the Qualified Plan is amended to permit increased Voluntary Reductions or Salary Reductions and such change is submitted prior to the effective date of such amendments. Any such other change in the percentage of his or her Compensation Rate deferred under the Qualified Plan shall be ignored for deferral purposes under the Plan. The heading of Section 6.1 is amended to read as follows: Section 6.1 Establishment of Accounts and Subordination of Executive's Rights. Section 6.2 is amended to move the first paragraph to the end of the section and to add a subparagraph (c) as follows: (c) An amount of compensation equal to the distribution of dividends on the MCN Stock held in a Participant's Plan Account under the Qualified Plan to the extent the Executive has not elected or was ineligible to make Additional Allotments and the Executive has elected to contribute such amount to the Plan. The total credits under (a) and (b) of this Section shall be allocated to the specific accounts elected by the Participant as provided under Section 6.3 hereof. The credits under (c) of the Section shall be allocated to the MCN Stock account in the Plan Section 6.4 is amended as follows: Any election of accounts given by a Participant under the preceding Section shall be deemed to be a continuing election until changed by the Participant. A Participant may change any such election as of any normal business day of any month by giving prior notice of such change to the Plan recordkeeper in the form prescribed by the Committee. Article 7 is amended to add the following after the first sentence in the article: A financial hardship shall be satisfied from the MCN Executive Deferred Compensation Plan to the extent possible; then from the Plan; and finally from the Qualified Plan. Article 8 is amended to divide the information into sections as follows: 20 Section 8.1 Form and Timing of Payment. On the date that a Participant becomes entitled, pursuant to either Section 9.1 or 9.2 of the Qualified Plan (the "Retirement Date"), to a distribution of his or her account in the Qualified Plan, such Participant shall be entitled to receive the vested portion of the amount credited to his or her accounts in the Plan commencing on the first of the month following the month in which his Retirement Date occurs. As of the first of the month following the month in which his Retirement Date occurs, the Participant's Account shall be valued on a cash basis with interest credited monthly at a rate equal to the interest rate for the latest issue, as of the end of the previous month, of ten-year U.S. Treasury Notes, or such other rate as set by the Committee (the "Plan Interest Rate"). Payment of the vested portion of a Participant's accounts shall be made in accordance with the Participant's selection on his Benefit Agreement either in monthly payments in one-year increments, not to exceed 15 years, or in one lump sum by the Employer maintaining the accounts. The amount of the monthly payments shall be calculated to pay out over the specified period the entire balance in the Participant's Account as of his Retirement Date with interest credited monthly on the declining balance at the Plan Interest Rate. The Participant's Account shall continue to be credited monthly with interest at the Plan Interest Rate and charged with the monthly payments to the Participant. The amount of the monthly payments to the Participant shall be adjusted on January 1 of each year to reflect changes in the Plan Interest Rate and other changes in the Participant's Account balance. Section 8.2. Change in Payment Option. The payment option selected by the Participant may be changed at any time by the Participant submitting a new payment selection to the Committee, by a change shall be effective only if it is received by the Committee at least 12 months before payments under the Plan commence. Section 8.3 Payments Subject to Golden Parachute Provisions. Notwithstanding the above, if payment at the time specified in the first sentence of this paragraph would subject the Participant to the excise tax under Section 4999 of the Code, payment of the vested portion of a Participant's accounts shall be deferred until the earlier of (a) the date that would have been the Participant's Normal Retirement Date, Early Retirement Date or Disability Retirement Date, (b) death of the Participant, or (c) total and permanent disability or legally established mental incompetency of the Participant. Section 8.4 Vested Portion of Participants' Accounts. The vested portion of a Participant's accounts shall mean: (i) the total value of the accounts of a Participant who is entitled to a distribution pursuant to Section 9.1 of the Qualified Plan; or (ii) with respect to a Participant who is entitled to a distribution pursuant to Section 9.2 of the Qualified Plan, the total value of the accounts maintained under Sections 6.2(a) and (c) hereof. Notwithstanding the foregoing, the total value of the accounts of a Participant shall become nonforfeitable as of the date on which the Participant attains age 65. 21 Section 8.5 Recrediting of Forfeited Amounts. If a Participant entitled to a distribution pursuant to Section 9.2 of the Qualified Plan receives the vested portion of the amount credited to his or her accounts in the Plan, forfeits the remainder, and is thereafter reemployed prior to incurring five consecutive Break in Service Years, then as of the end of the month coincident with or next following the Participant's date of reemployment, the amount of the Participant's accounts that was forfeited upon the earlier termination of employment shall be credited to the Participant's accounts. Interest shall not accrue on such amount between the time it was forfeited and the time at which it was recredited. Section 8.6 Transfer to an Affiliated Company. Benefits for a Participant who transfers employment from one Employer to an Affiliated Company shall be subject to Section 9.7(c) of the Qualified Plan. Such a transfer of employment shall cause a transfer of the accounts maintained by an Employer for a Participant if the new Employer has adopted the Plan and the former Employer transfers cash to the new Employer equal to the amount of the accounts transferred. In all other events, a transfer of employment shall not cause a transfer of the accounts maintained by an Employer for a Participant. Article 10 is amended as follows: The Plan shall be administered by the Committee appointed pursuant to the provisions of Section 10.1 of the Qualified Plan. The Committee shall have the same powers and duties, and shall be subject to the same limitations, as are described in the Qualified Plan. However, unlike the limitation on the Committee's power to amend or modify the Qualified Plan under Section 11.1 of the Qualified Plan, the Committee shall have full power to amend or modify the Plan in all respects. Articles 12 and 13 are amended to update the references to the sections in the Qualified Plan and to delete "Corporation" after "MCN" in all cases after the term MCN has been defined. 11/29/99 Plan amended and restated as of 1/1/98 as follows: Section 5.3 is deleted in its entirety. Prior to deletion, previous Section 5.3 read as follows: Section 5.3 Restriction on Change of Deferrals Under the Plan. The amount to be deferred by an Executive for a Plan year shall be determined using the percentage of his or her Compensation Rate in effect as of the December 31 of the year which immediately precedes the year for which it applies. An Executive who elects to participate in the Plan may not, after the effective date of such election, change the percentage of his or her Compensation Rate deferred under the 22 Qualified Plan to affect the amount to be deferred under the Plan, except for a change submitted prior to the first day of the calendar year for which the change is desired, and, when the Qualified Plan is amended to permit increased Voluntary Reductions or Salary Reductions and such change is submitted prior to the effective date of such amendments. Any such other change in the percentage of his or her Compensation Rate deferred under the Qualified Plan shall be ignored for deferral purposes under the Plan. Section 6.2(a) is amended to delete reference to all of the limitations listed in Section 5.1 and merely references Section 5.1. Section 6.2(c) is deleted in its entirety. Prior to deletion, previous Section 6.2(c) read as follows: An amount equal to the distribution of dividends on the MCN Stock held in a Participant's Plan Account under the Qualified Plan to the extent the Executive has not elected or was ineligible to make Additional Allotments and the Executive has elected to contribute such amount to the Plan. The last sentence of the first paragraph of the flush language in Section 6.2 is deleted. Prior to deletion the sentence read as follows: The credits under (c) of this Section shall be allocated to the MCN Stock account in this Plan. The second to last sentence of the second paragraph of Article 7 is deleted. Prior to deletion, the sentence read as follows: If a Participant receives a hardship withdrawal from this Plan or from the Qualified Plan, no amounts may be credited to the Participant's accounts under Section 6.2(a) or (b) for a period of twelve months after receipt of the hardship withdrawal. Section 8.1 was amended to read as currently shown. Prior to amendment, Section 8.1 read as follows: Section 8.1 Form and Timing of Payment. On the date that a Participant becomes entitled, pursuant to either Section 9.1 or 9.2 of the Qualified Plan (the "Retirement Date"), to a distribution of his or her account in the Qualified Plan, such Participant shall be entitled to receive the vested portion of the amount credited to his or her accounts in the Plan commencing on the first of the month following the month in which his Retirement Date occurs. As of the first of the month following the month in which his 23 Retirement Date occurs, the Participant's Account shall be valued on a cash basis with interest credited monthly at a rate equal to the interest rate of ten-year U.S. Treasury Notes, or such other rate as set by the Committee (the "Plan Interest Rate"). Payment of the vested portion of a Participant's accounts shall be made in accordance with the Participant's selection on his Benefit Agreement either in monthly payments in one-year increments not to exceed 15 years, or in one lump sum by the Employer maintaining the accounts. The amount of the monthly payments shall be calculated to pay out over the specified period the entire balance in the Participant's Account as of his Retirement Date with interest credited monthly on the declining balance at the Plan Interest Rate. The Participant's Account shall continue to be credited monthly with interest at the Plan Interest Rate and charged with the monthly payments to the Participant. The amount of the monthly payments to the Participant shall be adjusted on January 1 of each year to reflect changes in the Plan Interest Rate and other changes in the Participant's Account balance. Section 8.4 is amended to delete "and (c) hereof" at the end of the first sentence. The election and beneficiary designation forms are revised to read as follows: 24 MCN ENERGY GROUP SUPPLEMENTAL SAVINGS PLAN DEFERRAL ELECTION FORM ================================================================================================================ Employee Name (Print) Social Security No. I. D. Number - ---------------------------------------------------------------------------------------------------------------- Address (Number/Street) City State Zip Code ================================================================================================================ Deferral Election [ ] In accordance with the terms of the MCN Energy Group Supplemental Savings Plan ("Plan") which is hereby incorporated by reference, I hereby accept and agree to all the provisions of the Plan and irrevocably elect pursuant to Section 5.2 of the Plan to defer a portion of my compensation pursuant to Section 6.2 of the Plan. [ ] I elect NOT to participate in the MCN Energy Group Supplemental Savings Plan. Payment Election I elect to have the amount I have deferred paid to me after termination of my employment with the Company and its subsidiaries by reason of retirement, disability, or death, in the manner specified below: [ ] Lump-sum payment. [ ] Payment in annual installments over years (in one year increments, not to exceed 15 years). I understand that if I fail to make a payment election, my MCN Energy Group Supplemental Savings Plan account balance will be paid in a lump sum at the end of the quarter in which my Retirement Date (as defined in Section 8.1) occurs. I understand that, in addition to the above payment, I may be eligible for a hardship withdrawal pursuant to Article 7 of the Plan. ================================================================================================================ Employee Signature Date - ---------------------------------------------------------------------------------------------------------------- Receipt Acknowledged By Title Date ================================================================================================================ Revised March 18, 2000 25 MCN ENERGY GROUP SUPPLEMENTAL SAVINGS PLAN BENEFICIARY DESIGNATION FORM ============================================================================================================================ Employee Name (Print) Social Security No. I. D. Number ============================================================================================================================ Address (Number/Street) City State Zip Code ============================================================================================================================ I hereby designate, pursuant to Article 9 of the above-referenced plan, the below-designated person(s) as my beneficiary in the event of my death: =========================================================================================================================== Beneficiary's Name Address - --------------------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------------------- I UNDERSTAND THAT THE DESIGNATION OF A BENEFICIARY OTHER THAN MY SPOUSE MUST BE CONSENTED TO IN WRITING BY MY spouse. In the event any of the above-named beneficiaries should predecease me, or shall survive me but die before receiving all amounts to be paid, I hereby name the following as a contingent beneficiary to receive any such unpaid amounts: =========================================================================================================================== Beneficiary's Name Address - --------------------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------------------- In the event none of the above-named beneficiaries survive me, any unpaid amounts shall be paid to my lawful successor in interest. I reserve the right to change this beneficiary designation at any time by filing with the Committee or its Designee a new beneficiary designation form. I UNDERSTAND THAT MY MOST RECENT ELECTION AS TO THE BENEFICIARY DESIGNATION WILL APPLY TO ALL DEFERRALS BY ME UNDER THE PLAN. ========================================================================================================================= Employee Signature Date - ------------------------------------------------------------------------------------------------------------------------- Receipt Acknowledged By Title Date ========================================================================================================================= SPOUSAL CONSENT: I HEREBY CONSENT TO THE DESIGNATION OF BENEFICIARY SET FORTH HEREIN. ========================================================================================================================= Spouse's Signature Date - ------------------------------------------------------------------------------------------------------------------------- Witness Date ========================================================================================================================= 26 12/15/99 The Plan was amended and restated as of December 15, 1999 to reflect the following changes: New Section 12.5 was added to read as shown. Sections 13.3, 13.4 and 13.5 were redesignated as Sections 13.4, 13.5 and 13.6, respectively. A new Section 13.3, Lump Sum Payments, was added to read as shown. EX-10.10 8 MCN ENERGY GROUP INC. LONG-TERM INCENTIVE PLAN 1 EXHIBIT 10.10 MCN ENERGY GROUP LONG-TERM INCENTIVE PLAN (AS AMENDED AND RESTATED DECEMBER 15, 1999) 2 MCN ENERGY GROUP LONG-TERM INCENTIVE PLAN Table of Contents

Page ---- Article 1 - Title, Purpose and Effective Date...................................... 1 1.1 Title ............................................................... 1 1.2 Purpose ............................................................. 1 1.3 Effective Date ...................................................... 1 Article 2 - Definitions............................................................ 1 2.1 Affiliated Company................................................... 1 2.2 Award................................................................ 1 2.3 Board of Directors................................................... 1 2.4 Cause ............................................................... 2 2.5 Code ................................................................ 2 2.6 Committee............................................................ 2 2.7 Common Stock......................................................... 2 2.8 Corporation ......................................................... 2 2.9 Deferred Account..................................................... 2 2.10 Disability .......................................................... 2 2.11 Incentive Stock Option............................................... 2 2.12 Key Employee......................................................... 2 2.13 Nonemployee Director................................................. 2 2.14 Nonqualified Stock Option............................................ 2 2.15 Participant ......................................................... 2 2.16 Participating Corporation............................................ 2

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Page ---- 2.17 Peer Group........................................................... 2 2.18 Performance Share.................................................... 2 2.19 Plan Interest Rate................................................... 3 2.20 Stock Option ........................................................ 3 2.21 TSR or Total Shareholder Return...................................... 3 Article 3 - Administration......................................................... 3 3.1 Committee and Board to Administer.................................... 3 3.2 Authority of the Committee and Board................................. 3 3.3 Decisions Binding.................................................... 3 Article 4 - Eligibility for Awards................................................. 4 Article 5 - Performance Cycle and Performance Comparison........................... 4 5.1 Performance Cycle.................................................... 4 5.2 Performance Comparison............................................... 4 Article 6 - Grant of Awards........................................................ 4 6.1 Grant of Performance Shares and Stock Options........................ 4 6.2 Initial Individual Award............................................. 4 6.3 Initial Grant........................................................ 5 6.4 Adjustment to Initial Grant.......................................... 5 Article 7 - Dividend Equivalents................................................... 6 Article 8 - Vesting of Performance Shares.......................................... 6 8.1 Performance Shares ................................................ 6 8.2 Stock Options ....................................................... 7 8.3 Common Stock Holding Requirement..................................... 7

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Page ---- Article 9 - Performance Shares Valuation and Payment of Final Awards.............................................. 7 9.1 Performance Shares - Amount of Final Award........................... 7 9.2 Performance Shares = Payment of Final Award.......................... 8 Article 10 - Deferral of Performance Shares....................................... 8 10.1 Election to Defer.................................................... 8 10.2 Deferral Election Agreement.......................................... 8 10.3 Establishment of Deferred Account.................................... 8 10.4 Dividend Equivalents................................................. 9 10.5 Timing of Retirement Distributions................................... 9 10.6 Form of Distributions................................................ 10 10.7 Termination Benefit.................................................. 10 10.8 Change in Payment Option............................................. 10 10.9 Hardship Withdrawal Benefits......................................... 10 10.10 Interaction with the MCN Energy Group Mandatory Deferred Compensation Plan.................................................... 11 Article 11 - Funding of Benefits.................................................. 11 11.1 Unfunded Plan........................................................ 11 11.2 Non-ERISA Plan....................................................... 11 Article 12 - Tax Withholdings..................................................... 12 12.1 Tax Withholding...................................................... 12 Article 13 - Selection of and Payments to a Beneficiary........................... 12 13.1 Beneficiary Designation.............................................. 12 13.2 Change in Beneficiary Designation.................................... 12

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Page ---- 13.3 Pre-Retirement Survivor Benefit .................................... 12 13.4 Post-Retirement Survivor Benefit..................................... 13 Article 14 - Amendment and Termination............................................. 13 14.1 Amendment, Modification, and Termination............................. 13 14.2 Awards Previously Granted............................................ 13 14.3 Right to Suspend .................................................... 13 14.4 Right to Accelerate.................................................. 13 Article 15 - Miscellaneous......................................................... 14 15.1 No Right of Continued Employment..................................... 14 15.2 Delivery of Shares................................................... 14 15.3 Transfer and Leave of Absence........................................ 14 15.4 Michigan Law to Govern............................................... 14 15.5 Forfeitures.......................................................... 14 15.6 Gender, Number and Heading .......................................... 15 Article 16 - Change in Control..................................................... 15 16.1 Change in Control.................................................... 15 16.2 Transfer to Rabbi Trust.............................................. 16 16.3 Joint and Several Liability.......................................... 16

Attachments Historical Background iv 6 MCN ENERGY GROUP LONG-TERM INCENTIVE PLAN (AS AMENDED AND RESTATED DECEMBER 15, 1999) ARTICLE 1 TITLE, PURPOSE AND EFFECTIVE DATE 1.1 TITLE. The title of the Plan, formerly the "MCN Energy Group Long-Term Incentive Performance Share Plan," shall be the "MCN Energy Group Long-Term Incentive Plan" and is referred to in this document as the "Plan." This Plan is governed by the broader provisions set forth in the MCN Corporation Stock Incentive Plan approved by shareholders on May 10, 1989. The MCN Corporation Stock Incentive Plan shall govern any conflicting provisions between such plan and this Plan. 1.2 PURPOSE. The purpose of the Plan is to promote the success of MCN Energy Group Inc. (the "Corporation" or "MCN") by providing financial incentives to Key Employees of the Corporation and its affiliated companies, thereby promoting the long-term growth and financial success of the Corporation by (i) attracting and retaining outstanding ability, (ii) strengthening the Corporation's capability to develop, maintain, and direct a competent management team, (iii) providing an effective means for Key Employees to acquire and maintain ownership of MCN stock, (iv) motivating Key Employees to achieve long-range performance goals and objectives, and (v) providing incentive compensation opportunities competitive with those of other major corporations. 1.3 EFFECTIVE DATE. The Plan is effective December 15, 1999. ARTICLE 2 DEFINITIONS The following terms have the meaning described below when used in the Plan: 2.1 "Affiliated Company" means any corporation while such corporation is a member of the same controlled group of corporations (within the meaning of Section 414(b) of the Code) as the Corporation or any other employing entity while such entity is under common control (within the meaning of Section 414(c) of the Code) of the Corporation. 2.2 "Award" shall mean a grant of Performance Shares and Stock Options under this Plan. 2.3 "Board Of Directors" or "Board" shall mean the Board of Directors of the Corporation. 7 2.4 "Cause" shall mean repeated material breaches of a Key Employee's duties of employment which are not cured after receipt by the Key Employee of written notice specifying such breaches or the Key Employee's conviction of a felony involving moral turpitude. 2.5 "Code" shall mean the Internal Revenue Code of 1986, as amended. 2.6 "Committee" shall mean not less than three Nonemployee Directors of the Board, who, at the time of service on the Compensation Committee hereunder, are, and at all times during the twelve month period prior to his or her becoming a member shall have been, not eligible to receive an Award granted by such Committee under the Plan. 2.7 "Common Stock" shall mean common stock, par value $.01 of the Corporation. 2.8 "Corporation" shall mean MCN Energy Group Inc. or any successor to it in ownership of all or substantially all of its assets. 2.9 "Deferred Account" shall mean an account established for a Participant under Section 10.3. 2.10 "Disability" shall have the meaning set forth in Section 22(e)(3) of the Code. 2.11 "Incentive Stock Option" shall mean an option intended to qualify for the tax treatment applicable to incentive stock options under section 422 of the Code. 2.12 "Key Employee" shall mean an employee of the Corporation who occupies a responsible executive, professional, or administrative position and who has the capacity to contribute to the success of the Corporation, as determined by the Committee or Board. 2.13 "Nonemployee Director" shall have the meaning ascribed to such term in Rule 16b-3 of the Securities Exchange Act of 1934. 2.14 "Nonqualified Stock Option" shall mean an option that is not intended to be an Incentive Stock Option. 2.15 "Participant" shall mean a Key Employee who has been granted an Award. 2.16 "Participating Corporation" shall mean the Corporation, Affiliated Company, or other affiliated entity (whether or not incorporated) designated by the Board of Directors. 2.17 "Peer Group" shall mean a peer group of 16 comparison companies as reflected in Attachment I. The list may be revised as and when the Board deems appropriate. 2.18 "Performance Share" shall mean an award granted under Article 6. 2 8 2.19 "Plan Interest Rate" shall mean the average interest rate of 10-year U.S. Treasury Notes for the November of the prior calendar year, or such other rate as set by the Committee or Board. 2.20 "Stock Option" shall mean a right granted under Article 6 hereof, to purchase shares of Common Stock at a specified price during specified time periods. Stock options shall be Nonqualified Stock Options. 2.21 "Tsr" Or "Total Shareholder Return" shall mean the percentage increase in value at the end of a three year period of $100 invested in Common Stock at the beginning of the period with all dividends being reinvested at the price of Common Stock at the end of the month in which the dividend is paid. To determine the value at the beginning and end of any period, a calculation is made of the average Common Stock price for the trading days from December 17 through January 15. ARTICLE 3 ADMINISTRATION 3.1 COMMITTEE AND BOARD TO ADMINISTER. The Committee and Board shall administer the Plan. A majority of the members of the Committee or Board shall constitute a quorum for the conduct of business at any meeting. They shall act by majority vote of the members present at a duly convened meeting, which may include a meeting by conference telephone call held in accordance with applicable law. Action may be taken without a meeting if written consent thereto is given in accordance with applicable law. The Committee or Board may delegate its authority to administer the Plan. 3.2 AUTHORITY OF THE COMMITTEE AND BOARD. Except as limited by law or by the Certificate of Incorporation or Bylaws of the Corporation, and subject to the provisions herein, the Committee or Board shall have full power to select employees who shall participate in the Plan; determine the sizes and types of Awards; determine the terms and conditions of Awards in a manner consistent with the Plan; construe and interpret the Plan and any agreement or instrument entered into under the Plan as they apply to employees; establish, amend, or waive rules and regulations for the Plan's administration as they apply to employees; and (subject to the provisions of Article 14 herein) amend the terms and conditions of any outstanding Award to the extent such terms and conditions are within the discretion of the Committee or Board as provided in the Plan. Further, they shall make all other determinations, which may be necessary or advisable for the administration of the Plan, as the Plan applies to employees. The Committee or Board may delegate its authority as identified herein. 3.3 DECISIONS BINDING. All determinations and decisions made by the Committee or Board pursuant to the provisions of the Plan and all related orders and resolutions of the Board shall be final, conclusive, and binding on all persons, including the Corporation, its stockholders, Directors, employees, Participants and their estates and beneficiaries. 3 9 ARTICLE 4 ELIGIBILITY FOR AWARDS An Award may be made to a Key Employee selected by the Committee or Board. In making this selection, and in determining the amount of the Award, consideration may be given to the functions and responsibilities of the Key Employee, his present and potential contributions to the success of the Corporation, the value of his services to the Corporation, and such other factors deemed relevant. ARTICLE 5 PERFORMANCE CYCLE AND PERFORMANCE COMPARISON 5.1 PERFORMANCE CYCLE. The performance cycle is six years. Each performance cycle is divided into two parts of three years each. Performance cycles overlap. 5.2 PERFORMANCE COMPARISON. The performance results for the Peer Group and MCN shall be arranged on the basis of TSR from highest to lowest. The Peer Group shall be divided into equal fourths or quartiles, with I being the highest quartile and IV the lowest. ARTICLE 6 GRANT OF AWARDS 6.1 GRANT OF PERFORMANCE SHARES AND STOCK OPTIONS. Subject to the limitations of the MCN Energy Group Inc. Stock Incentive Plan, the Committee or Board shall, after such consultation with and consideration of the recommendations of management as the Committee or Board considers desirable, select those Key Employees to whom Performance Shares and Stock Options will be granted. Subject to the provisions of the Plan, Performance Shares and Stock Options shall be subject to such terms, restrictions, conditions, vesting requirements, and payment rules (all of which are sometimes hereinafter collectively referred to as "rules") as the Committee or Board may determine in its sole discretion. All such rules applicable to a particular Award shall be reflected in writing and furnished to the Key Employee at the time of grant. The rules need not be identical for each award of Performance Shares or Stock Options. 6.2 INITIAL INDIVIDUAL AWARD. Initial individual Awards will be established for each Key Employee during the first quarter of the fourth year of the performance cycle, in accordance with Table I of Attachment II. The major factors considered in determining the level of an individual award include: (a) prior contribution and accomplishments; (b) projected contribution and impact on driving business performance and shareholder value over the next three years; (c) career potential; and (d) retention. (a) VALUE OF PERFORMANCE SHARES. The value of Performance Shares shall be based in whole or in part, on the fair market value of Common Stock. 4 10 (b) VALUE OF STOCK OPTIONS. Pursuant to the Code, Stock Options have no readily ascertainable fair market value on the date of grant. Stock Options may be used to purchase Common Stock at a purchase price (or option price) equal to 100 percent of the fair market value of such Common Stock on the date the Stock Option is granted. (c)FAIR MARKET VALUE OF COMMON STOCK. For purposes of Sections 6.1(a) and (b), the fair market value of Common Stock shall be based on the average Common Stock price for the trading days from December 17 through January 15 immediately preceding the grant of the Awards. 6.3 INITIAL GRANT. Subject to the Committee's or the Board's discretion, the initial grant shall be made in the first quarter of the fourth year of the performance cycle, based on TSR in the first three years of the performance cycle as compared to TSR of the Peer Group. Initial grants are determined by adjusting the initial individual Award either upward or downward based on MCN's TSR performance compared to the Peer Group, as reflected in Table II on Attachment II. Other performance criteria may be used at the sole discretion of the Board or Committee. 6.4 ADJUSTMENT TO INITIAL GRANT. An adjustment of initial grants may be made at the sole discretion of (i) the Board or Committee for a Participant in Tiers I and II; and (ii) the Chairman of MCN for any other Participant. In general, however, an initial grant shall be adjusted as described below for the circumstances listed in 6.4(a) through (e). (d) NORMAL RETIREMENT OR DISABILITY. In the event of the retirement of a Participant at age 62 or older, or retirement due to Disability, the initial grant will be unchanged. Final awards of Performance Shares, if any, will be given at the end of the performance cycle and adjusted pursuant to Article 9. In the event of the retirement of a Participant at age 62 or older, or retirement due to Disability, all unvested Stock Options shall become immediately vested. A Participant shall have one year from the date of the Participant's retirement to exercise the Stock Options in which the Participant had a vested interest. (b) EARLY RETIREMENT. In the event of the retirement of a Participant prior to age 62, the initial grant shall be prorated according to the number of whole months in the last half of the performance cycle that the Participant was an active employee. Any proration of the initial grant shall be effective as of the date of early retirement. A proration of the initial grant of Performance Shares may result in the forfeiture of some, all, or none of such Performance Shares. Final awards of Performance Shares, if any, will be given at the end of the performance cycle and adjusted pursuant to Article 9. In the event of the retirement of a Participant prior to age 62, all unvested Stock Options shall be immediately forfeited. 5 11 (c) DEATH. In the event of the death of the Participant, the initial grant for each performance cycle shall be unchanged. The final Award of Performance Shares for each performance cycle shall be valued and paid in accordance with Article 9. In the event of the death of the Participant, all unvested Stock Options shall be immediately forfeited. A Participant's estate shall have one year from the date of the Participant's death to exercise the Stock Options in which the Participant had a vested interest. (d) OTHER TERMINATIONS - PERFORMANCE SHARES. In the event of termination for any reason not described in Sections 6.4(a), (b) or (c), a Participant's initial grant of Performance Shares may be adjusted by all, none, or any portion of the initial grant of Performance Shares that have been given to the Participant. The reduction in initial grants is effective as of the date of termination. Final awards, if any, will be given at the end of the performance cycle and adjusted pursuant to Article 9. (e) OTHER TERMINATIONS - STOCK OPTIONS. In the event of termination for any reason not described in Sections 6.4(a), (b) or (c), the entire amount of a Participant's initial grant of Stock Options that are not vested at the time of termination shall be forfeited. A Participant shall have 30 days from the date of such termination to exercise the Stock Options in which he has a vested interest. ARTICLE 7 DIVIDEND EQUIVALENTS During the second part of the performance cycle (years four through six) Participants will receive dividend equivalent amounts based on the number of Performance Shares in the initial grant, as adjusted pursuant to Section 6.4. Dividend equivalents for dividends with a record date that is subsequent to a Participant's retirement or termination date, will be paid to the Participant based on the reduced number of Performance Shares, as determined under Section 6.4. ARTICLE 8 VESTING OF AWARDS 8.1 PERFORMANCE SHARES. (a) GENERAL. Subject to the Committee's or the Board's discretion and the rules of Sections 6.4 and 16.1, Performance Shares shall fully vest and be one hundred percent (100%) nonforfeitable on the date the Board approves the final Award (the "Vesting Date"). (b) DEATH - PRIOR TO VESTING DATE. Subject to the Committee's or the Board's discretion and the rules of Sections 6.4 and 16.1, upon termination of employment prior 6 12 to the Vesting Date by reason of the Participant's death, all Performance Shares granted to such Participant shall become fully vested and nonforfeitable as of the date of death. 8.2 STOCK OPTIONS. Subject to the rules of Sections 6.4 and 16.1, Stock Options shall become vested on a pro-rata basis over a three-year period beginning with the date of grant. Vested Stock Options may be exercised by the Participant during the period that begins on the date the Stock Options vest and ends on the date that is 10 years after the date of the grant of the Stock Options. A Stock Option shall be exercised by delivering notice to the Company's principal office, to the attention of its Secretary, no less than one business day in advance of the effective date of the proposed exercise. The exercise price shall equal the average of the high and low Common Stock price on the New York Stock Exchange Composite Tape for the day of the February Board meeting. Payment for shares of Common Stock purchased upon the exercise of a Stock Option shall be made on the effective date of such exercise with the Company facilitating a cashless exercise on behalf of the employee. At no time will the Company directly sell shares of Common Stock under this Plan. 8.3 COMMON STOCK HOLDING REQUIREMENT. Participants receiving Common Stock as a final award under the Plan are required to hold such Common Stock until they separate employment from the Company, to the extent the Participant does not meet the Common Stock Ownership Guidelines described in Attachment III. Participants must consult with MCN's Legal Department prior to executing any sale of Common Stock. Compliance with the Common Stock Ownership Guidelines will be determined at that time. A Participant's failure to comply with this section 8.3 shall result in disciplinary action up to and including termination of employment. ARTICLE 9 VALUATION AND PAYMENT OF FINAL AWARDS 9.1 PERFORMANCE SHARES - AMOUNT OF FINAL AWARD. (a) GENERAL. Final Awards will be determined by adjusting the initial grant of Performance Shares either upward or downward based on the Corporation's performance in years four through six of the performance cycle as compared to the TSR of the Peer Group. Calculation of TSR performance for the final Award of Performance Shares will follow that described in Section 5.2. Other performance criteria may be used at the sole discretion of the Board or Committee. The Board will authorize the size of the final Award of Performance Shares based on Table III in Attachment II. The value of the final Award of Performance Shares shall be determined using the simple average of the sales price of the shares of Common Stock, sold under the provisions of this Plan, over a one to five trading-day period beginning with the trading day after the day the MCN Board of Directors approves the final Award. 7 13 (b) DEATH. Final Awards will be determined by adjusting the initial grant of Performance Shares either upward or downward based on the midpoint percentage of the Corporation's TSR quartile compared to the TSR of the Peer Group for the quarter immediately preceding the Participant's date of death. The value of the final Award of Performance Shares shall be determined using the simple average of the reported high and low prices of Common Stock on the New York Stock Exchange composite tape on the date of death. If the date of death is not a trading day, the value of the final Award of Performance Shares shall be determined using the simple average of the reported high and low prices of Common Stock on the New York Stock Exchange composite tape on the first trading day prior to the date of death. 9.2 PERFORMANCE SHARES - PAYMENT OF FINAL AWARD. (a) GENERAL. Final Awards of Performance Shares, in the form of Common Stock, will be made in the first quarter following the end of the six-year performance cycle. (b) DEATH. Final Awards of Performance Shares, in the form of Common Stock, shall be paid to the Beneficiary no later than 120 days after the Participant's date of death. ARTICLE 10 DEFERRAL OF PERFORMANCE SHARES 10.1 ELECTION TO DEFER. A Participant in Tiers I through V may elect, no later than October 31 of the calendar year preceding the calendar year in which an Award would otherwise be payable to the Participant, to defer his Award of Performance Shares in an amount (i) not less than 50 percent, nor (ii) in excess of 100 percent of the Award of Performance Shares less the Federal Insurance Contributions Act tax on such Award, in 10 percent increments. The Award of Performance Shares shall be deferred until termination of employment with the Corporation (the "Deferral Period"). The Deferral Period may not extend past the date the Participant terminates employment with the Corporation for any reason. 10.2 DEFERRAL ELECTION AGREEMENT. The Committee or Board shall provide to each Key Employee a form of Deferral Election Agreement (See Attachment IV), which shall set forth the Key Employee's acceptance of the terms provided hereunder, his agreement to be bound by the terms of the Plan, and such other matters as are set forth in this Plan or deemed advisable by the Committee or Board. The most recent Deferral Election Agreement shall be effective for all payments made to a Participant under the Plan with regards to the Deferral Period, payment of dividend equivalents and distribution elections. 10.3 ESTABLISHMENT OF DEFERRED ACCOUNT. The Committee or Board shall establish a Deferred Account for each Participant in regards to the Awards the Participant has elected to defer, as set forth on his Deferral Election Agreement. 8 14 (A) DENOMINATION OF DEFERRALS - GENERAL. During the Deferral Period, a Participant's Deferred Account shall be denominated in common stock equivalents equal to the number of shares of Common Stock the Participant would have otherwise received ("Share Equivalents"), had he not made an election to defer under Section 10.1.A Participant's Deferred Account shall earn dividend equivalents during the Deferral Period in accordance with Section 10.4. (B) DENOMINATION OF DEFERRALS -AFTER COMPLETION OF DEFERRAL PERIOD OR AGE 65. On the earlier of the date (i) the Deferral Period ends or (ii) the Participant turns age 65 ("Valuation Date"), the Participant's account shall be valued on a cash basis, using the average of the high and low Common Stock price on the New York Stock Exchange Composite Tape on the Valuation Date. Such cash valuation shall be used for purposes of determining the amount of interest to be credited to the Participant's account during the period annual distributions are made to the Participant ("Payout Period") and for purposes of determining the number of shares of Common Stock that will be distributed to a Participant during the Payout Period, in accordance with Section 10.6. Interest shall be credited annually on the Anniversary Date on the declining cash balance at the Plan Interest Rate. The Human Resources Department shall notify each Participant of his account balance within a reasonable time after the end of the Participant's Deferral Period. 10.4 DIVIDEND EQUIVALENTS. Dividend equivalents equal to 50% of the dividends payable on MCN Common Stock shall be credited to a Participant's Account during the Deferral Period based on the Share Equivalents held in such Participant's Account. Dividend equivalents shall be reinvested in Share Equivalents based upon the average of the high and low Common Stock price on the dividend payment date. Alternatively, a Participant may elect on his Deferral Election Agreement to have all of such credited dividend equivalents paid directly to him in cash during the Plan Year. A Participant's election regarding dividend equivalents shall be effective for all Share Equivalents held in the Participant's Account on the January 1 immediately following execution of his Deferral Election Form and shall remain in effect until revoked by the Participant. Revocation of a dividend equivalent election shall be effective on the January 1 immediately following revocation. 10.5 TIMING OF RETIREMENT DISTRIBUTIONS. Upon completion of a Participant's Deferral Period, the distribution of the Participant's Deferred Account shall be made in accordance with the Participant's selection on his Deferral Form; either (i) in annual payments over a period not less than one year and not more than 15 years, in one year increments, or (ii) as a lump sum distribution. If no Deferral Form is on file or no distribution option is indicated on the Deferral Form, the Participant's Deferred Account shall be distributed in one lump sum. All distributions shall be paid out at the end of the quarter in which the Participant's retirement date occurs. If a Participant has elected annual payments, the initial payment shall be made at the end of the quarter in which the Participant's Deferral Period ends. All subsequent annual payments shall be made at the end of the quarter in which the anniversary of the Participant's Deferral Period ("Anniversary Date") occurs. Interest shall accrue on the value of the Participant's account from the Valuation date to the end of the quarter in which the initial payment is distributed. 9 15 10.6 FORM OF DISTRIBUTIONS. Notwithstanding the fact that a Participant's Deferred Account shall be valued on a cash basis as of the Valuation Date, the distribution to a Participant shall be paid in MCN common stock. The number of shares of Common Stock to be distributed shall equal the number of shares (rounded up to the next whole number of shares) such cash-valued Deferred Account, divided by the number of payments remaining in the Payout Period, could have purchased based on the average of the high and low Common Stock price on the New York Stock Exchange Composite Tape on the fifth trading-day prior to the end of the quarter in which Valuation Date (or Anniversary Date for all subsequent payments) occurs. The number of shares distributed annually shall be determined by amortizing the cash value of the Participant's Deferred Account over the Payout Period. Interest shall be credited annually on the declining balance at the Plan Interest Rate. The number of shares distributed annually to the Participant shall be recalculated on the Participant's Anniversary Date to reflect changes in the Plan Interest Rate, the decrease in the number of annual payments left to be made, and other changes to the Participant's Deferred Account balance. The amortization schedule shall be updated annually to reflect the average 10-year Treasury Note interest rate for the fifth trading-day prior to the end of the quarter in which Valuation Date (or Anniversary Date for all subsequent payments) in which the distribution is to be made. 10.7 TERMINATION BENEFIT. A Participant who terminates employment prior to completion of his Deferral Period shall receive payment of his Account balance in accordance with the Participant's election on his Deferral Election Agreement; either in annual payments over three years or as a lump sum distribution. If no election is indicated on the Participant's Deferral Election Agreement, the Participant's termination benefit shall be paid to him in annual payments over three years beginning no later than 120 days after termination of employment. If the Participant's account is to be paid in annual installments, the account shall be valued in accordance with Section 10.3(b), using the termination date as the Valuation Date, and the timing and form of payments shall be determined in accordance with Sections 10.5 and 10.6. 10.8 CHANGE IN PAYMENT OPTION. A Participant's election regarding the distribution of his account on his Deferral Election Agreement shall be effective for all distributions from the Participant's account on the January 1 immediately following execution of his Deferral Election Form and shall remain in effect until a different election is indicated by the Participant on a subsequent Deferral Election Form. The payment options selected by the Participant on his Deferral Election Agreement may be changed at any time by the Participant submitting a new payment selection to the Committee or Board, but a change shall be effective only if it is received by the Committee or Board at least 12 months before payments under the Plan commence. 10.9 HARDSHIP WITHDRAWAL BENEFITS. At any time prior to a distribution in accordance with Section 10.6, a Participant may request that the Committee or Board make a distribution to him of all or part of his Deferred Account within 120 days. Such distribution shall be made only if the Committee or Board determines that the Participant is suffering from a financial hardship that cannot be satisfied from his normal sources of income, and the distribution shall be limited to the amount required to meet the financial hardship. In making these determinations, the Committee or Board shall utilize the regulations proposed or adopted by the U.S. Department of Treasury pursuant to Section 401(k) of the Code and the rules under the Savings Plan. A financial hardship shall first be satisfied from (i) a loan under the provisions of the Savings Plan, (ii) the MCN Executive Deferred 10 16 Compensation Plan, and (iii) the Supplemental Savings Plan, before a hardship distribution may be made from the Plan. 10.10 INTERACTION WITH THE MCN ENERGY GROUP MANDATORY DEFERRED COMPENSATION PLAN. The portion of any Award required to be deferred under The MCN Energy Group Mandatory Deferred Compensation Plan will be deemed to be deferred in accordance with Section 10.1 of the Plan. ARTICLE 11 FUNDING OF BENEFITS 11.1 UNFUNDED PLAN. The Plan shall be unfunded. All benefits payable under the Plan shall be paid from the Corporation's general assets. The Corporation shall not be required to set aside or hold in trust any funds for the benefit of a Participant or Beneficiary, who shall have the status of a general unsecured creditor with respect to the Corporation's obligation to make benefit payments pursuant to the Plan. Any assets of the Corporation available to pay Plan benefits shall be subject to the claims of the Corporation's general creditors and may be used by the Corporation in its sole discretion for any purpose. No employee shall have voting or other rights with respect to such shares of Common Stock prior to the delivery of such shares. The Corporation shall not, by any provisions of the Plan, be deemed to be a trustee of any Common Stock or any other property under the Plan, and any liabilities of the Corporation to any employee pursuant to the Plan shall be those of a debtor pursuant to such contract obligations as are created by or pursuant to the Plan, and the rights of any employee, former employee, or beneficiary under the Plan shall be limited to those of a general creditor of the Corporation. In its sole discretion, the Board may authorize the creation of trusts or other arrangements to meet the obligations of the Corporation and each other Participating Corporation under the Plan provided, however, that the existence of such trusts or other arrangements is consistent with the unfunded status of the Plan. 11.2 NON-ERISA PLAN. The Plan is intended to provide benefits for "a select group of management or highly compensated employees" within the meaning of Sections 201, 301 and 401 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and therefore to be exempt from Sections 2, 3 and 4 of Title 1 of ERISA. Accordingly, the Plan shall terminate and, existing account balances and other benefits in pay status shall be paid in a single, actuarially equivalent lump-sum and no further benefits, vested or non-vested, shall be paid hereunder in the event it is determined by a court of competent jurisdiction or by an opinion of counsel that the Plan constitutes an employee pension benefit plan within the meaning of Section 3(2) of ERISA which is not so exempt. 11 17 ARTICLE 12 TAX WITHHOLDINGS 12.1 TAX WITHHOLDING. The Corporation shall not make the delivery of any shares of Common Stock until the Participant has made satisfactory arrangements for the payment of any applicable withholding taxes. The tax-withholding obligation may be satisfied by any of the following means, a combination of such means, or any other means established by the Committee or Board: (a) tendering cash payment; (b) authorizing the Corporation to (i) withhold up to 100% of the Common Stock to be issued and (ii) facilitate the sale of such stock; or (c) delivery to the Corporation by the Participant of owned and unencumbered shares of Common Stock having an aggregate fair market value on the date the withholding tax arises less than or equal to the amount of the withholding tax obligation. The Participant must satisfy the tax-withholding obligation no later than 30 days from the date the Award vests. The Committee or Board may establish procedures it deems appropriate to assist a Participant in making such payment. ARTICLE 13 SELECTION OF AND PAYMENTS TO A BENEFICIARY 13.1 BENEFICIARY DESIGNATION. A Participant shall designate a beneficiary on his Beneficiary Designation Form, as provided in Attachment V. The designation of a beneficiary other than the Participant's spouse must be consented to in writing by the spouse. If a Participant has not designated a beneficiary, or if a designated beneficiary is not living or in existence at the time of a Participant's death, any death benefits payable under the Plan shall be paid to the Participant's spouse, if then living, and if the Participant's spouse is not then living, to the Participant's estate. 13.2 CHANGE IN BENEFICIARY DESIGNATION. A Participant may change the designated beneficiary, subject to the restriction in Section 13.1, from time to time by filing a new written designation with the Committee or Board. Such designation shall be effective upon receipt by the Committee or Board. 13.3 PRE-RETIREMENT SURVIVOR BENEFIT. If a Participant dies prior to completion of the Deferral Period, his Beneficiary shall be entitled to receive a distribution of the Participant's Deferred Account. The distribution to a beneficiary shall be paid in Common Stock equal to the number of shares of Common Stock deemed to be held in the Participant's Deferred Account and valued at the closing price of MCN Common Stock on the New York Stock Exchange composite tape on the day of the Participant's death. The distribution shall be paid in accordance with the Participant's selection on his Deferral Form; either in annual installments over a three-year period, or as a lump sum distribution. If the Participant's account is to be paid in annual installments, the account shall be valued in accordance with Section 10.3(b), using the Participant's date of death as the Valuation Date, and the timing and form of payments shall be determined in accordance with Sections 10.5 and 10.6. 12 18 Payments to the beneficiary shall begin as soon as practicable, but in no event later than one year following the Participant's death. 13.4 POST-RETIREMENT SURVIVOR BENEFIT. If a Participant dies subsequent to the start of his distribution payments under Section 10.5, his beneficiary shall be entitled to continue to receive the distribution of the Participant's Deferred Account for the remainder of the period over which benefits were being paid to the deceased Participant. ARTICLE 14 AMENDMENT AND TERMINATION 14.1 AMENDMENT, MODIFICATION, AND TERMINATION. The Committee or Board may at any time and from time to time, alter, amend, suspend, or terminate the Plan in whole or in part; provided, however, that no amendment which requires shareholder approval in order for the Plan to continue to comply with Rule 16b-3 under the Securities Exchange Act of 1934, including any successor to such Rule, shall be effective unless such amendment shall be approved by the requisite vote of shareholders of the Corporation entitled to vote thereon. 14.2 AWARDS PREVIOUSLY GRANTED. No termination, amendment, or modification of the Plan shall adversely affect in any material way any Award previously granted under the Plan, without the written consent of the Participant holding such Award. 14.3 RIGHT TO SUSPEND. If the Board determines that payments under Sections 7.1, 9.3, 9.4 or 10.5 of the Plan would have a materially adverse affect on the Company's ability to carry on its business, the Board may suspend any or all such payments temporarily for such time as in it sole discretion it deems advisable, but in no event for a period in excess of one year. The Company shall pay such suspended payments in a lump sum distribution of (i) Common Stock for payments under Sections 9.3, 9.4 and 10.6, and (ii) cash for payments under Section 7.1, immediately upon the expiration of the period of suspension. 14.4 RIGHT TO ACCELERATE. The Board in its sole discretion may accelerate all vested benefits upon termination of the Plan, and pay such benefits in a single, actuarially equivalent lump-sum distribution of Common Stock. 13 19 ARTICLE 15 MISCELLANEOUS 15.1 NO RIGHT OF CONTINUED EMPLOYMENT. Neither the establishment of the Plan, the granting of an Award, or the payment of any benefits hereunder or any action of the Corporation or of the Board or of the Committee shall be held or construed to confer upon any person any legal right to be continued in the employ of the Corporation or its direct or indirect subsidiaries, each of which expressly reserves the right to discharge any employee whenever the interest of any such Corporation in its sole discretion may so require without liability to such Corporation, the Board or the Committee except as to any rights which may be expressly conferred upon such employee under the Plan. 15.2 DELIVERY OF SHARES. No shares shall be delivered pursuant to the payment of any Award unless the requirements of such laws and regulations, as may be deemed by the Committee or Board to be applicable thereto, are satisfied. 15.3 TRANSFER AND LEAVE OF ABSENCE. A transfer of a Key Employee from a Participating Corporation to an Affiliated Company and a leave of absence duly authorized in writing by the Participating Corporation, for military service or sickness, or for any other purpose approved by the Participating Corporation, shall not be deemed a termination of employment. 15.4 MICHIGAN LAW TO GOVERN. All questions pertaining to the construction, regulation, validity, and effect of the provisions of the Plan shall be determined in accordance with the laws of the State of Michigan. 15.5 FORFEITURES. Notwithstanding any other provisions of this Plan, if the Committee or Board finds by a majority vote, after full consideration of the facts, that a Participant, before or after termination of his employment with the Corporation or an Affiliated Company for any reason: (a) committed or engaged in fraud, embezzlement, theft, commission of a felony, or proven dishonesty in the course of his employment by the Corporation or its subsidiaries, which conduct damaged the Corporation or its subsidiaries, or disclosed trade secrets of the Corporation or its subsidiaries; (b) participated, engaged in, or had a financial or other interest, whether as an employee, officer, director, consultant, contractor, shareholder, owner, or otherwise, in any commercial endeavor in the United States which has a significant competitive impact on the business of the Corporation or its subsidiaries without the written consent of the Corporation or its subsidiaries; or (c) has taken any other action that has a significant adverse impact in the Corporation or its subsidiaries, the Participant shall forfeit all outstanding Performance Shares which are not vested and all unexercised Stock Options. This forfeiture requirement shall not apply to Awards that have been deferred under Article 10. Clause (b) shall not be deemed to have been violated solely by reason 14 20 of the Participant's ownership of stock or securities of any publicly owned corporation, if that ownership does not result in effective control of the Corporation. The decision of the Committee or Board as to the cause of the Participant's discharge, the damage done to the Corporation or its subsidiaries, and the extent of the Participant's competitive activity shall be final. No decision of the Committee or Board, however, shall affect the finality of the discharge of the Participant by the Corporation or its subsidiaries in any manner. 15.6 GENDER, NUMBER AND HEADING. Whenever any words are used herein in the masculine gender, they shall be construed as though they were also used in the feminine gender in all cases where they would so apply. Whenever any words used herein are in the singular form, they shall be construed as though they were also used in the plural form in all cases where they would so apply. Headings of sections and subsections as used herein are inserted solely for convenience and reference and constitute no part of the Plan. ARTICLE 16 CHANGE IN CONTROL 16.1 CHANGE IN CONTROL. In the case of a Change in Control (as defined in the MCN Energy Group Inc. Stock Incentive Plan), each Award shall immediately be fully vested and any restrictions on the transfer of previously issued stock shall lapse. For this purpose, the number of Performance Shares which shall vest shall in no event be less than one hundred percent (100%) of the initial grant; provided, however, that for each outstanding award year, if the Corporation is ranked in the first or second quartile of the peer group during the second half of the performance cycle at the time of the Change in Control, the number of Performance Shares which shall vest shall be two hundred percent (200%) or one hundred fifty percent (150%), respectively, of the initial grant. Such Award shall be paid within thirty (30) days of such Change in Control, either in shares of Common Stock or if the Corporation no longer has common stock outstanding, the same consideration received by the Corporation's shareholders upon the consummation of the Change in Control transaction. Performance Shares that have been previously deferred in accordance with Article 10 shall be transferred to the MCN Energy Group Executive Deferred Compensation Plan. Prior to such transfer, each Participant's Deferred Account shall be converted from denomination in Common Stock to cash based on the higher of a Common Stock price of $28.50 or .775 times the DTE Energy Company common stock price offered to the Corporation's shareholders upon the consummation of the Change in Control transaction. Nothwithstanding any other section in this Plan, in a Change in Control situation, the Committee shall, in its absolute discretion, have the power to: (a) cancel, effective immediately prior to the occurrence of such event, each unexercised Stock Option outstanding immediately prior to such event (whether or 15 21 not exercisable) and, in full consideration of such cancellation, pay to the Participant to whom such Stock Option was granted an amount in cash for each share of Common Stock subject to such Stock Option equal to the excess of (1) the value of the property, as determined under the provisions of Section 9.12 of the MCN Stock Incentive Plan, over (2) the strike price of the Stock Option; and (b) provide Participants with a choice of the form of the distribution of all Performance Shares. Such distribution forms shall include (1) 100% Common Stock, (2) 50% Common Stock and 50% cash, and (3) 100% cash. If a Participant elects to receive 100% Common Stock, such Participant must present a check to the Company for the amount of taxes computed on the distribution. If a Participant fails to make a distribution election, distribution shall be in the form of 50% Common Stock and 50% cash. In addition, in a Change in Control situation, the Chairman of MCN shall have the absolute discretion to direct that a lump sum payment be made to a Participant equal to the value of such Participant's Deferred Account in the year of the Change in Control if such payment will reduce the amount of any potential excise tax imposed by Code Section 4999. 16.2 TRANSFER TO RABBI TRUST. The Corporation has established a trust pursuant to a Trust Agreement dated January 3, 1991 (the "Rabbi Trust"). The terms of the Rabbi Trust provide that, in the event of a Change of Control and thereafter, assets are to be transferred to such Rabbi Trust to provide benefits under the Plan. The Corporation shall make all transfers of funds required by the Rabbi Trust in a timely manner and shall otherwise abide by the terms of the Rabbi Trust. The transfer of funds required by this section shall be made in shares of Common Stock. 16.3 JOINT AND SEVERAL LIABILITY. Upon and at all times after a Change in Control, the liability under the Plan of the Corporation and each Affiliated Company that has adopted the Plan shall be joint and several so that the Corporation and each such Affiliated Company shall each be liable for all obligations under the Plan to each employee covered by the Plan, regardless of the corporation by which such employee is employed. 16 22 IN WITNESS WHEREOF, the undersigned officer of the Corporation has executed this Plan as of this 15th day of December, 1999, pursuant to the resolution adopted by the Board of Directors of the Corporation. MCN ENERGY GROUP INC. BY: -------------------------------- Daniel L. Schiffer, Senior Vice President, General Counsel and Secretary 17 23 ATTACHMENT I MCN ENERGY GROUP, INC. COMPARISON COMPANIES Due to MCN's continued transition to a diversified energy holding company, a change in the companies making up the peer group for measuring Award values and payouts was made beginning with the 1999 plan year.

PEER GROUP A PEER GROUP B ------------ ------------ 1. CMS Energy Corporation 1. CMS Energy Corporation 2. Coastal Corporation 2. Columbia Gas System, Inc. 3. Columbia Gas System, Inc. 3. Consolidated Natural Gas Company 4. Consolidated Natural Gas Company 4. DTE Energy 5. Enron Corporation 5. El Paso Energy 6. Equitable Resources, Inc. 6. Enbridge Inc. 7. K N Energy, Inc. 7. Equitable Resources, Inc. 8. Marketspan Corporation (Brooklyn Union) 8. KN Energy 9. MCN Energy Group Inc. 9. MCN Energy Group Inc. 10. National Fuel Gas Company 10. MDU Resources 11. ONEOK Inc. 11. National Fuel Gas Company 12. Questar Corporation 12. ONEOK, Inc. 13. Sonat Inc. 13. Peoples Energy 14. Southwest Energy Company 14. Questar 15. The Williams Companies 15. Sempra Energy 16. WICOR, Inc. 16. Westcoast Energy

APPLICATION OF PEER GROUP TO PERFORMANCE CYCLES

INITIAL GRANTS FINAL AWARDS -------------- ------------ Period Year Peer Group Period Year Peer Group - ------ ---- ---------- ------ ---- ---------- 1996 - 1998 1999 B 1996 - 1998 1999 A 1997 - 1999 2000 B 1997 - 1999 2000 B 1998 - 2000 2001 B 1998 - 2000 2001 B

24 ATTACHMENT II TABLE I - INITIAL INDIVIDUAL AWARD - 1999

--------- ------------------------ -------------------------- TARGET % BASE SALARY TIER DESCRIPTION ========= ======================== ========================== I Chairman & CEO 160% --------- ------------------------ -------------------------- II Vice Chairman/Pres 70 - 110% --------- ------------------------ -------------------------- III VP/Officer/Exec. Dir. 35 - 60% --------- ------------------------ -------------------------- IV Director 25 - 35% --------- ------------------------ -------------------------- V Sr. Staff/Mgmt. 15 - 25% --------- ------------------------ -------------------------- VI & VII Discretionary Up to 20% Population Max. 10% of Salary --------- ------------------------ --------------------------

The Initial Individual Award shall be made 50% in Performance Shares and 50% in Stock Options. Stock Options shall be issued on a ratio to be determined by the Committee based on the fair market value of Common Stock as determined in accordance with Section 6.2(c) of the Plan. TABLE II - Initial Grant of Performance Shares- 1999*

---------------------------------------------------------------------- INITIAL GRANT ==================================== ================================= % OF INITIAL PEER RANKING INDIVIDUAL AWARDS ==================================== ================================= 1st Quartile 125 - 200% 2nd Quartile 75 - 150% 3rd Quartile 25 - 100% 4th Quartile 0 - 50% ----------------------------------------------------------------------

TABLE III - Final Award of Performance Shares - 1999*

--------------------------------------------------------------------- FINAL AWARD ===================================== =============================== % OF PEER RANKING INITIAL GRANT ===================================== =============================== 1st Quartile 125 - 200% 2nd Quartile 75 - 150% 3rd Quartile 25 - 100% 4th Quartile 0 - 50% ---------------------------------------------------------------------

25 ATTACHMENT II * Table II and III only apply to Performance Shares. 26 ATTACHMENT III MCN ENERGY GROUP LONG-TERM INCENTIVE PLAN COMMON STOCK OWNERSHIP GUIDELINES

---------------------------------- --------------------------------------- TIER GUIDELINE ---------------------------------- --------------------------------------- I 8 times salary ---------------------------------- --------------------------------------- II 5 times salary ---------------------------------- --------------------------------------- III 3 times salary ---------------------------------- --------------------------------------- IV and V 1 times salary ---------------------------------- --------------------------------------- VI and VII None ---------------------------------- ---------------------------------------

For purposes of meeting these guidelines, the following shares of Common Stock are included: - - Actual shares owned outright - - Shares held in the MCN Energy Group Savings and Stock Ownership Plan - - Share equivalents in deferral plans - - Unvested Performance Shares For purposes of determining when shares received from the Plan may be sold, unvested Performance Shares are excluded. 27 ATTACHMENT IV MCN ENERGY GROUP LONG-TERM INCENTIVE PLAN PERFORMANCE SHARE PROGRAM DEFERRAL ELECTION FORM ================================================================================ This Benefit Agreement is entered into between (the "Company") and , (the "Employee"), pursuant to the MCN Energy Group Long-Term Incentive Plan (the "Plan"), with an Effective Date of . ================================================================================ ELECTION TO PARTICIPATE By the execution of this Benefit Agreement, the Employee hereby elects to participate in the Plan, and understands and agrees to the following: I. Deferrals must be stated as a percentage of the Final Award to be received, with a minimum deferral of 50% of the Final Award. II. Up to 100% of the Final Award is eligible for deferral, less applicable FICA tax on the Final Award. III. The Deferral Period remains in effect until termination of employment. IV. The most recent Deferral Period and Distribution election shall be effective for all amounts payable to the Employee under the Plan. V. All Deferral elections are irrevocable and can be modified only in accordance with the Plan. I ELECT TO DEFER % OF THE MCN ENERGY GROUP INC. COMMON STOCK I WILL RECEIVE AS A FINAL AWARD OF THE PERFORMANCE SHARES INITIALLY GRANTED TO ME ON . I UNDERSTAND THAT MY DEFERRAL PERIOD FOR ALL SHARE EQUIVALENTS HELD FOR ME UNDER THE PLAN SHALL REMAIN IN EFFECT UNTIL MY TERMINATION OF EMPLOYMENT WITH THE COMPANY. ================================================================================ DIVIDEND EQUIVALENT PAYMENT ELECTION I elect to have the dividend equivalents (equal to 50% of the MCN Energy Group Inc. common stock dividend rate) from my deferral account shares: [] Paid to me in caSH; or [] Reinvested in my deferral account. ================================================================================ DISTRIBUTION ELECTIONS (PLEASE MAKE ONE (1) ELECTION PER BENEFIT CATEGORY) A. Pre-Retirement Survivor Benefits: [] Single Lump Sum Payment; OR [] Annual Installments Over a Three (3) Year Period B. Normal Retirement Benefits: [] Single Lump Sum Payment; or [] Annual Installments Over a ____ Year Period (not to exceed 15 years) C. Termination Prior To Retirement: [] Single Lump Sum Payment; or [] Annual Installments Over a Three (3) Year Period NOTE: A Post-Retirement Survivor Benefit will continue payments which have commenced under any of the Installment Payout Options until the full payment period is satisfied. ================================================================================ ACCEPTANCE OF PLAN TERMS AND BENEFITS The Employee hereby agrees to all of the terms and conditions of the Plan as set forth in the Plan document. Participation in the Plan indicates the Employee's acceptance on his/her own behalf and on the behalf of his/her designated Beneficiary of the terms of entitlement to all Plan benefits whether payable to the Employee or his/her survivor. The Employee further understands that no assets of the Company are to be segregated to pay benefits under the Plan. No officer, employee, or representative of the Company is authorized to vary such terms and conditions verbally or in writing. The Plan may be modified only by an amendment to the Plan adopted by the Committee or the Board of Directors. The employee understands that a distribution election other than a lump sum will result in a distribution of a set dollar amount, plus interest, and not a set number of shares of Common Stock. - ---------- -------------------- -------------------------- Date Print Employee's Name Employee's Signature 28 ================================================================================ MCN ENERGY GROUP LONG-TERM INCENTIVE PLAN BENEFICIARY DESIGNATION FORM ================================================================================ - --------------------------- ----------------------- ----------------- Employee Name (Please Print) Social Security Number Employee I.D. # DESIGNATION OF BENEFICIARY The Plan provides certain death benefits to the Employee's designated Beneficiary. You may change your beneficiary designation at any time by executing a new Beneficiary Designation Form. Beneficiary Designation Forms are available through the Plan Committee. I hereby designate the following Beneficiary, in the event of my death, for any and all survivor benefits payable under the MCN Energy Group Long-Term Incentive Plan: Primary Beneficiary: ------------------------------------------------------- Relationship to Employee: Address: -------------------- --------------------- --------------------- Contingent Beneficiary: ---------------------------------------------------- Relationship to Employee: Address: --------------------- --------------------- In the event none of the above-named beneficiaries survive me, any unpaid amounts shall be paid to my lawful successor in interest. I reserve the right to change this beneficiary designation at any time by filing with the Committee or its designee a new Beneficiary Designation Form. I understand that my most recent election as to the beneficiary designation will apply to all award amounts payable to me at any time. ---------- -------------------------- Date Employee's Signature ================================================================================ SPOUSAL CONSENT (REQUIRED FOR ALL NON-SPOUSAL PRIMARY BENEFICIARY DESIGNATIONS) I hereby consent to the above election of Beneficiary by my spouse for survivor benefits payable under the MCN Energy Group Long-Term Incentive Plan. Further, I hereby acknowledge that I understand (1) that the effect of my consent may be to forfeit benefits I would be entitled to receive upon my spouse's death; (2) that my spouse's designation is not valid unless I consent to it; and (3) that my consent is irrevocable unless my spouse revokes the designation above. ---------- ------------------------ -------------------------- Date Print Spouse's Name Spouse's Signature ================================================================================ 29 MCN ENERGY GROUP LONG-TERM INCENTIVE PLAN Historical Background 2/25/93 Plan adopted. 5/23/96 Plan amended and restated. 10/1/97 Plan amended and restated. 2/24/99 Plan amended and restated. 12/15/99 MCN Energy Group Inc. Minutes of Regular Meeting of Board of Directors approved the Plan amendment and restatement effective December 15, 1999, to reflect the following changes: The Plan was amended and restated to reflect the language in Section 16.1 as shown. Prior to amendment, Section 16.1 was incomplete, as follows: 16.1 CHANGE IN CONTROL. In the case of a Change in Control (as defined in the MCN Energy Group Inc. Stock Incentive Plan), each Award shall immediately be fully vested and any restrictions on the transfer of previously issued stock shall lapse. For this purpose, the number of Performance Shares which shall vest shall in no event be less than one hundred percent (100%) of the initial grant; provided, however, that for each outstanding award year, if the Corporation is ranked in the first or second quartile of the peer group during the second half of the performance cycle at the time of the Change in Control, the number of Performance Shares which shall vest shall be two hundred percent (200%) or one hundred fifty percent (150%), respectively, of the initial grant. Such Award and all Performance Shares previously deferred shall be paid within thirty (30) days of such Change in Control, either in shares of Common Stock or if the Corporation no longer has common stock outstanding, the same consideration received by the Corporation's shareholders upon the consummation of the Change in Control transaction. The Committee shall, in its absolute discretion, have the power to: (a) cancel, effective immediately prior to the occurrence of such event, each unexercised Stock Option outstanding immediately prior to such event (whether or not exercisable) and, in full consideration of such cancellation, pay to the Participant to whom such Stock Option was granted an amount in cash for each 30 ATTACHMENT V share of Common Stock subject to such Stock Option equal to the excess of (1) the value, as determined by the Committee in its absolute discretion, of the property EX-12.1 9 COMPUTATION OF RATIO OR EARNINGS TO FIXED CHARGES

EXHIBIT 12-1

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(Thousands of Dollars)

		Twelve Months Ended		Twelve Months Ended		Twelve Months Ended
		December 31, 1999		December 31, 1998		December 31, 1997
EARNINGS AS DEFINED (1)
Pre-tax income		$	162,389	$	114,619	$	125,630
Fixed charges			59,340		61,304		57,905
	Earnings as defined	$	221,729	$	175,923	$	183,535
FIXED CHARGES AS DEFINED (1)
Interest on long-term debt		$	48,455	$	47,091	$	47,024
Interest on other borrowed funds			8,626		12,113		8,664
Amortization of debt discounts, premium and expense			1,144		955		1,032
Interest implicit in rentals (2)			1,115		1,145		1,185
	Fixed charges as defined	$	59,340	$	61,304	$	57,905
Ratio of Earnings to Fixed Charges			3.74		2.87		3.17

Notes:
(1)	Earnings and fixed charges are defined and computed in accordance with Item 503 of Regulation S-K.
(2)	This amount is estimated to be a reasonable approximation of the interest portion of rentals.

MichCon is a guarantor of certain other debt. Fixed charges related to such debt are deemed to be immaterial and therefore have been excluded from the above ratios. EX-23.1 10 INDEPENDENT AUDITORS' CONSENT - DELOITTE & TOUCHE

EXHIBIT 23-1

INDEPENDENT AUDITORS’ CONSENT

We consent to the incorporation by reference in Registration Statement No. 333-56333 on Form S-3 of Michigan Consolidated Gas Company, of our report dated March 21, 2000, appearing in this Annual Report on Form 10-K of Michigan Consolidated Gas Company for the year ended December 31, 1998.

DELOITTE & TOUCHE LLP

Detroit, Michigan
March 28, 2000

EX-24.1 11 POWERS OF ATTORNEY

EXHIBIT 24-1

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

     That the undersigned Director or Officer of MICHIGAN CONSOLIDATED GAS COMPANY, a Michigan corporation, does hereby constitute and appoint, Stephen E. Ewing, Daniel L. Schiffer and Robert Kaslik, and each of them, his true and lawful attorneys and agents, each with full power and authority (acting alone and without the other) to execute in his name and on his behalf and to file with the Securities and Exchange Commission an Annual Report on Form 10-K for the year ended December 31, 1999, including all amendments.

     IN WITNESS WHEREOF, I have executed this Power of Attorney this 23rd day of February, 2000.

/s/ Alfred R. Glancy III

Alfred R. Glancy III

EXHIBIT 24-1

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

     That the undersigned Director or Officer of MICHIGAN CONSOLIDATED GAS COMPANY, a Michigan corporation, does hereby constitute and appoint, Daniel L. Schiffer and Robert Kaslik, and each of them, his true and lawful attorneys and agents, each with full power and authority (acting alone and without the other) to execute in his name and on his behalf and to file with the Securities and Exchange Commission an Annual Report on Form 10-K for the year ended December 31, 1999, including all amendments.

     IN WITNESS WHEREOF, I have executed this Power of Attorney this 23rd day of February, 2000.

/s/ Stephen E. Ewing

Stephen E. Ewing

EXHIBIT 24-1

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

     That the undersigned Director or Officer of MICHIGAN CONSOLIDATED GAS COMPANY, a Michigan corporation, does hereby constitute and appoint, Stephen E. Ewing, Daniel L. Schiffer and Robert Kaslik, and each of them, his true and lawful attorneys and agents, each with full power and authority (acting alone and without the others) to execute in his name and on his behalf and to file with the Securities and Exchange Commission an Annual Report on Form 10-K for the year ended December 31, 1999, including all amendments.

     IN WITNESS WHEREOF, I have executed this Power of Attorney this 23rd day of February, 2000.

/s/ Howard L. Dow III

Howard L. Dow III

EXHIBIT 24-1

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

     That the undersigned Director or Officer of MICHIGAN CONSOLIDATED GAS COMPANY, a Michigan corporation, does hereby constitute and appoint, Stephen E. Ewing and Robert Kaslik, and each of them, his true and lawful attorneys and agents, each with full power and authority (acting alone and without the others) to execute in his name and on his behalf and to file with the Securities and Exchange Commission an Annual Report on Form 10-K for the year ended December 31, 1999, including all amendments.

     IN WITNESS WHEREOF, I have executed this Power of Attorney this 23rd day of February, 2000.

/s/ Daniel L. Schiffer

Daniel L. Schiffer

EXHIBIT 24-1

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

     That the undersigned Director or Officer of MICHIGAN CONSOLIDATED GAS COMPANY, a Michigan corporation, does hereby constitute and appoint, Stephen E. Ewing and Daniel L. Schiffer, and each of them, his true and lawful attorneys and agents, each with full power and authority (acting alone and without the other) to execute in his name and on his behalf and to file with the Securities and Exchange Commission an Annual Report on Form 10-K for the year ended December 31, 1999, including all amendments.

     IN WITNESS WHEREOF, I have executed this Power of Attorney this 23rd day of February, 2000.

/s/ Robert Kaslik

Robert Kaslik

EX-10.4

   1
                                                                    EXHIBIT 10.4




                                 MCN CORPORATION

                              STOCK INCENTIVE PLAN



                     (as amended effective April 22, 1997)





   2






                                TABLE OF CONTENTS
                                -----------------
SECTION                                                                          Page
- -------                                                                          ----
                                                                              
ARTICLE I---------------------------------------------------------------------------1
    Purpose

ARTICLE II--------------------------------------------------------------------------1
    Definitions

ARTICLE III-------------------------------------------------------------------------2
    Administration

ARTICLE IV--------------------------------------------------------------------------3
    Shares Subject to the Plan

ARTICLE V---------------------------------------------------------------------------4
    Eligibility

ARTICLE VI--------------------------------------------------------------------------5
    Stock Options

ARTICLE VII------------------------------------------------------------------------10
    Restricted Stock Awards

ARTICLE VIII-----------------------------------------------------------------------11
    Performance Unit Awards

ARTICLE  IX------------------------------------------------------------------------13
    General Provisions

ARTICLE X--------------------------------------------------------------------------20
    Amendment and Termination

ARTICLE XI-------------------------------------------------------------------------21
    Miscellaneous



   3




                                 MCN CORPORATION
                              STOCK INCENTIVE PLAN

                      (as amended effective April 22, 1997)

                                    ARTICLE I

                                     PURPOSE

The purpose of the MCN Corporation Stock Incentive Plan (the "Plan") is to
promote the success of MCN Corporation (the "Corporation" or "MCN") by providing
a method whereby eligible employees of the Corporation and its affiliated
companies may be awarded additional remuneration for services rendered and
encouraged to invest in the Common Stock of the Corporation, thereby increasing
their proprietary interest in the Corporation's business, encouraging them to
remain in the employ of the Corporation or its affiliated companies, and
increasing their personal interest in the continued success and progress of the
Corporation.

                                   ARTICLE II

                                   DEFINITIONS

2.1      The following terms have the meaning described below when used in the
         Plan:

         (a)  "Award" shall refer to the Restricted Stock Award granted under
              Article VII and except for purposes of Article VII, a Performance
              Unit Award granted under Article VIII.

         (b)  "Board of Directors" shall mean the Board of Directors of the
              Corporation.

         (c)  "Code" shall mean the Internal Revenue Code of 1986, as it may be
              amended from time to time.






   4




         (d)  "Committee" shall mean the Committee appointed by the Board of
              Directors to administer the Plan pursuant to Article III.

         (e)  "Common Stock" shall mean common stock, par value $.01 of the
              Corporation.

         (f)  "Corporation" shall mean MCN Corporation or any successor to it in
              ownership of all or substantially all of its assets.

         (g)  "Earlier Plan" shall mean the MCN Stock Option Plan.

         (h)  "Incentive Stock Option" shall mean a stock option granted under
              Article VI which is intended to meet the requirements of Section
              422A of the Code.

         (i)  "Nonqualified Stock Option" shall mean a stock option granted
              under Article VI which is not intended to be an Incentive Stock
              Option.

         (j)  "Option" shall mean an Incentive or Non-qualified Stock
              Option.

         (k)  "Participant" shall mean an eligible employee who has been granted
              an option or Award.

         (1)  "Participating Company shall mean the Corporation or any
              subsidiary or other affiliated entity (whether or not
              incorporated) designated by the Board of Directors.

         (m)  "Restricted Stock Award" shall mean an award of common stock under
              Article VII hereof.

         (n)  "Stock Appreciation Right" shall mean a right granted under
              Section 6.5.

         (o)  "Performance Unit Award" shall mean an award granted under Article
              VIII.

         (p)  "Vesting Date" shall mean the date upon which restrictions or
              limitations on Options or Awards lapse.

                                   ARTICLE III

                                 ADMINISTRATION

    3.1  (a)  The Board of Directors of the Corporation shall appoint not less
              than three Directors or disinterested persons to the Committee
              which shall administer the Plan. No individual shall become a
              member of a Committee if he or she shall have been

                                        2


   5




              eligible to receive an Option or Award under the Plan (or a
              predecessor of any part of the Plan) at any time during the twelve
              month period prior to his or her becoming a member and no member
              of the Committee shall be eligible to receive an option, Stock
              Appreciation Right or Award granted by such Committee under the
              Plan while a member of that Committee. The Committee shall have
              full power and authority subject to such orders or resolutions not
              inconsistent with the provisions of the Plan as may from time to
              time be issued or adopted by the Board of Directors to grant to
              eligible persons options and Stock Appreciation Rights under
              Article VI of the Plan, to grant Restricted Stock Awards under
              Article VII of the Plan, to grant Performance Unit Awards under
              ARTICLE VIII of the Plan, to interpret the provisions of the Plan
              and any agreements relating to Options, Stock Appreciation Rights
              and Awards granted under the Plan and to supervise the
              administration of the Plan, all subject to ratification or
              modification by the Board of Directors, a majority of which
              directors acting in any such matter shall be disinterested
              persons.

         (b)  All decisions made by the Committee pursuant to the provisions of
              the Plan and related orders or resolutions of the Board of
              Directors shall be final, conclusive and binding on all persons,
              including the Corporation, stockholders, employees and
              beneficiaries of employees.


                                   ARTICLE IV

                           SHARES SUBJECT TO THE PLAN

    4.1  (a)  Subject to adjustment pursuant to Section 4.1(b), the aggregate
              number of Options, Restricted Stock Awards, and shares of Common
              Stock issued upon payout of Performance Units that may be
              distributed under the Plan in any calendar year shall not exceed
              one percent of the shares of Common Stock outstanding on the first
              day of the calendar year on the date such Options, Restricted
              Stock, and shares of Common Stock issued upon payout of
              Performance Units are distributed. In


                                       3


   6




              addition, the number of Shares, Options, Stock Appreciation
              Rights, Awards, or Performance Units that may be issued under this
              Plan subsequent to February 26, 1997 may not exceed 5% of the
              number of shares issued and outstanding on that date plus the
              number of shares approved and not issued prior to February 26,
              1997.

              Shares of Common Stock may be made available from the authorized
              but unissued shares of the Corporation or from shares reacquired
              by the Corporation including shares purchased in the open market.
              If an Option, Restricted Stock Award, or Performance Unit granted
              under the Plan shall expire or terminate for any reason during a
              calendar year, the shares subject to, but not distributed, under
              such Option or Restricted Stock shall be available for other
              Options and Awards to the same employee or other employees.

         (b)  In the event of any merger, reorganization, consolidation,
              recapitalization, stock dividend, stock split or other change in
              corporate structure affecting the Common Stock, the Committee
              shall make the appropriate adjustment in the aggregate number of
              shares which may be delivered under the Plan and the number of
              shares subject to outstanding options, Stock Appreciation Rights
              and Awards to reflect such action. If any such adjustment shall
              result in a fractional share, such fraction shall be disregarded.


                                    ARTICLE V

                                   ELIGIBILITY

    5.1  Key employees of the Corporation and other Participating Companies, as
         shall be determined by the Committee, are eligible to participate in
         the Plan.


                                        4


   7




                                   ARTICLE VI

                                 STOCK OPTIONS

    6.1  Subject to the limitations of the Plan, the Committee shall, after such
         consultation with and consideration of the recommendations of
         management as the Committee considers desirable, select from eligible
         employees those to be granted options and determine the time when each
         option shall be granted and the number of shares subject to each
         option, and shall select the optionees to receive Stock Appreciation
         Rights and the Options on which such rights shall relate. Options may
         be either Incentive Stock Options or Nonqualified Stock Options, and
         more than one option and Stock Appreciation Right may be granted to the
         same person. Stock Appreciation Rights may be granted to holders of any
         unexpired options granted under the Plan or the Earlier Plan.


    6.2  Option Agreements. Each Option under the Plan shall be evidenced by an
         option agreement which shall be signed by an officer of the Corporation
         and the optionee and shall contain such provisions as may be approved
         by the Committee. Any such option agreement may be supplemented and
         amended from time to time as approved by the Committee, provided that
         the terms of such option agreement after being amended or supplemented
         conform to the terms of the Plan. Any option agreement for Nonqualified
         Stock options shall state that the Nonqualified Stock Options granted
         thereunder shall not be treated as Incentive Stock Options. Each Stock
         Appreciation Right shall be evidenced by the option agreement for the
         option to which it relates. In the case of any such right relating to
         a previously granted option, the option agreement shall be supplemented
         to evidence such right.

    6.3  Option Price. The price at which shares may be purchased upon exercise
         of a particular Incentive Stock option shall be not less than one
         hundred percent (100%) of the fair market value of such shares on the
         date such Option is granted as determined in accordance with procedures
         to be established by the Committee.

    6.4  Exercise of Options.

         (a)  Subject to the provisions of the Plan with respect to death,
              disability, retirement and termination of employment, the period
              during which each Option may be exercised

                                        5


   8




              shall be fixed by the Committee at the time such Option is granted
              but such period in no event shall expire later than ten years from
              the date the Option is granted.

         (b)  Except as permitted by Sections 6.7 and 9. 1, each option may be
              exercised only after one year of continued employment by the
              Corporation or any of its affiliated companies and only during the
              continuance of the optionee's employment with the Company or any
              of its affiliated companies. Subject to the foregoing limitations
              and the terms and conditions of the option agreement and unless
              canceled prior to exercise, each Option shall be exercisable in
              whole or in part in installments at such time or times as the
              Committee may prescribe and specify in the applicable option
              agreement.

         (c)  No shares shall be delivered pursuant to any exercise of an Option
              until payment in full of the option price therefor is received by
              the Corporation. Such payment shall be made in cash or, in the
              discretion of the Committee, through the delivery of shares of
              Common Stock of the corporation with a value equal to the total
              option price, or a combination of cash and shares, or by other
              means which the Committee determines are consistent with the
              Plan's purpose and applicable law, provided that for Incentive
              Stock Options such other means are established on or before the
              date such Option was granted. Any shares so delivered shall be
              valued at their fair market value on the trading day preceding the
              exercise date determined as provided in Section 6.3. Payment of
              the option price may be made by borrowing from the Corporation
              pursuant to the terms and conditions provided for in the MCN Stock
              Option Plan previously approved by shareholders. No optionee or
              legal representative, legatee of distributee of any optionee shall
              be deemed to be a holder of any shares subject to any Option prior
              to the issuance of such shares upon exercise of such Option or any
              related Stock Appreciation Right.

    6.5  Stock Appreciation Rights.

         (a)  Stock Appreciation Rights may be granted to such optionees holding
              Options granted under the Plan or the Earlier Plan as the
              Committee may select and upon such terms


                                       6
   9



              and conditions as the committee may prescribe.  Each stock
              Appreciation Right shall relate to a specific option granted and
              may be granted concurrently with the Option to which it relates or
              at any time prior to the exercise, expiration or termination of
              such Option. A Stock Appreciation Right shall entitle the
              optionee, subject to the provisions of the Plan and the related
              option agreement, to receive from the Corporation an amount not
              more than the excess of the fair market value on the exercise date
              of the number of shares for which the Stock Appreciation Right is
              exercised over the option price for shares under the related
              Option. For this purpose such fair market value shall be
              determined as provided in Section 6.3.

         (b)  A Stock Appreciation Right shall be exercisable on such dates or
              during such periods as may be determined by the Committee from
              time to time, provided that the Committee may for administrative
              convenience, determine that for any Stock Appreciation Right
              relating to a Nonqualified Stock Option which right can only be
              exercised during a limited period of time in order to satisfy
              rules imposed by the Securities and Exchange Commission, the
              exercise of any such right for cash during such limited period
              shall be deemed to occur for all purposes hereunder on the day
              during such limited period on which the fair market value of the
              Common Stock determined as provided in Section 6.3, is the highest
              and provided, further, that no Stock Appreciation Right shall be
              exercisable at a time when the related Option could not be
              exercised nor may it be exercised with respect to a number of
              shares in excess of the number for which such Option could then be
              exercised. Any such determination by the Committee may be changed
              by the Committee from time to time and may govern the exercise of
              Stock Appreciation Rights granted prior to such determination as
              well as Stock Appreciation Rights thereafter granted.

         (c)  A stock Appreciation Right may be exercised only upon surrender of
              the related Option by the optionee which shall be terminated to
              the extent of the number of shares for which the Stock
              Appreciation Right is exercised. Shares covered by such a

                                        7


   10




              terminated Option or portion thereof granted under the Plan shall
              be available for other Options or Awards under the Plan.

         (d)  The amount payable by the Corporation upon exercise of a Stock
              Appreciation Right may be paid in cash, in shares (valued at their
              fair market value on the exercise date determined as provided in
              Section 6.3) or in any combination thereof as the Committee shall
              determine from time to time. No fractional shares shall be issued
              and the optionee shall receive cash in lieu thereof.

         (e)  The Committee may impose any other conditions upon the exercise of
              a Stock Appreciation Right, which may include a condition that the
              Stock Appreciation Right may be exercised only in accordance with
              rules and regulations adopted by the Committee from time to time.
              Such rules and regulations may govern the right to exercise Stock
              Appreciation Rights granted prior to the adoption or amendment of
              such rules and regulations as well as Stock Appreciation Rights
              granted thereafter.

         (f)  The Committee may at any time amend or suspend any Stock
              Appreciation Right theretofore granted under the Plan, provided
              that the terms of any Stock Appreciation Right after any amendment
              shall conform to the provisions of the Plan. A Stock Appreciation
              Right shall terminate upon the termination or expiration of the
              related Option.



    6.6  Transferability of Options and Stock Appreciation Rights. An Option
         granted under the Plan may not be transferred except by will or the
         laws of descent and distribution and, during the lifetime of the person
         to whom granted, may be exercised only by such person. A Stock
         Appreciation Right may not be transferred to anyone and may be
         exercised only by the optionee to whom it was granted.

    6.7  Death, Disability, Retirement and Termination of Employment. Subject to
         the condition that no Option may be exercised in whole or in part after
         the expiration of the option period specified in the applicable option
         agreement and subject to the Committee's right to cancel any Option:

                                       8
   11




         (a)  Upon the death of any optionee while employed or within the
              three-year period referred to in clause (b) below, the person or
              persons to whom such optionee's rights under the Option are
              transferred by will or the laws of descent and distribution may,
              prior to three (3) years after (i) the date of such optionee's
              death while employed or (ii) the termination of such optionee's
              employment for a reason referred to in clause (b) below, as the
              case may be, purchase any or all of the shares with respect to
              which such optionee was entitled to exercise such Option
              immediately prior to his or her death.

         (b)  Upon termination of employment as a result of disability as
              defined in section 22(e)(3) of the Code or retirement pursuant to
              a retirement Plan of the Corporation or any of its direct or
              indirect subsidiaries, an optionee may, within three years after
              the date of such termination, purchase any or all of the shares
              with respect to which such optionee was entitled to exercise such
              Option immediately prior to such termination, and

         (c)  Upon termination of employment for cause, an optionee's Options
              shall be canceled to the extent not theretofore exercised.

         (d)  Upon termination of employment for any reason other than death,
              disability, retirement or cause, an optionee may exercise any
              Option or Stock Appreciation Right which was exercisable on the
              date of termination of employment or such additional period as the
              Committee may determine, but in no event later than the original
              expiration date of the Option.

         (e)  For purpose of the Plan, the term "cause" shall mean repeated
              material breaches of an optionee's duties of employment which are
              not cured after receipt by the optionee of written notice
              specifying such breaches or the optionee's conviction of a felony
              involving moral turpitude.

                                       9


   12




                                   ARTICLE VII

                             RESTRICTED STOCK AWARDS

    7.1  Subject to the limitations of the Plan, the Committee shall, after such
         consultation with and consideration of the recommendations of
         management as the Committee considers desirable, select from eligible
         employees those Participants to be granted Restricted Stock Awards,
         determine the time when each Award shall be granted, the number of
         shares subject to each Award, and the date upon which the shares will
         vest (the Vesting Date).

    7.2  Vesting of Restricted Stock Awards.

         (a)  Subject to the rules of Sections 7.2(b) and 9.1 each Award shall
              fully vest and be one hundred percent (100%) nonforfeitable on the
              Vesting Date.

         (b)  Subject to the rules of Section 9.1, upon termination of a
              Participant's employment prior to Vesting Date for any reason
              except for disability or retirement, as described below, or death,
              his or her Awards shall be forfeited and the Participant shall
              have no right with respect to such Awards. Upon termination of
              employment prior to the Vesting Date by reason of the
              Participant's disability as defined in Section 22(e)(3) of the
              Code or retirement at age 62 or older under a retirement Plan
              maintained by the Company or a subsidiary or by reason of death,
              any Award granted to such Participant shall be vested and
              nonforfeitable to the extent of one hundred percent. Vesting for
              participants who retire prior to age 62 shall be as determined by
              the Committee.

    7.3  Payment of Awards.

         (a)  As soon as practicable after an Award has become vested in
              accordance with Section 7.2, such vested Award shall be paid to
              the Participant or, in the case of the death of the Participant,
              his or her designated beneficiary or beneficiaries or, in the
              absence of a designated beneficiary, to the estate of the
              Participant.

         (b)  In addition to the payment provided for in Section 7.3(a), prior
              to Vesting Date, each Participant shall receive a cash payment
              equal to the amount of dividends which would have been paid on the
              number of shares awarded had such shares been issued

                                       10


   13




              as shares of Common Stock on the date of grant of such Award. This
              payment shall be made on or about the date such dividends would
              have been paid.

         (c)  Payments pursuant to Section 7.3(a) shall be made in either shares
              of Common Stock or cash as determined by the Committee provided,
              however, that the Participant or his or her beneficiary may
              request that the Committee approve a payment composed of a
              different ratio of cash and shares of Common Stock. Payment in
              cash pursuant to this paragraph shall be made in the amount which
              is equal to the closing price of a share of Common Stock on the
              New York Stock Exchange Composite Tape for the trading day
              preceding the day on which payment is to be made, multiplied by
              the number of shares of the Award which are to be paid in cash.

                                  ARTICLE VIII

                             PERFORMANCE UNIT AWARDS

    8.1  In addition to granting Options, Stock Appreciation Rights and
         Restricted Stock Awards, the Committee shall have authority to grant to
         eligible employees Performance Unit Awards which can be in the form of
         Common Stock or units, the value of which is based on whole or in part,
         on the value of Common Stock. Subject to the provisions of the Plan
         including Section 8.2 below, Performance Unit Awards shall be subject
         to such terms, restrictions, conditions, vesting requirements and
         payment rules (all of which are sometimes hereinafter collectively
         referred to as "rules") as the Committee may determine in its sole
         discretion, all such rules applicable to a particular Performance Unit
         Award to be reflected in writing and furnished to the employee at the
         time of grant. The rules need not be identical for each Performance
         Unit Award.

    8.2  Rules. In the sole discretion of the Committee a Performance Unit Award
         shall be granted subject to the following rules:

         (a)  Any shares of Common Stock which are part of a Performance Unit
              Award may not be assigned, sold, transferred, pledged or otherwise
              encumbered prior to the date on

                                       11


   14




              which the shares are issued or, if later, the date provided by the
              Committee at the time of the Award.

         (b)  Performance Unit Awards may provide for the payment of cash
              consideration by the person to whom such Award is granted or
              provide that the Award and Common Stock be issued in connection
              therewith, if applicable, shall be delivered without the payment
              of cash consideration, provided that for any Common Stock to be
              purchased in connection with a Performance Unit Award the purchase
              price shall be at least fifty percent of the fair market value of
              such Common Stock on the date such Award is granted.

         (c)  Performance Unit Awards may relate in whole or in part to certain
              performance criteria established by the Committee at the time of
              grant.

         (d)  Performance Unit Awards may provide for deferred payment
              schedules, vesting over a specified period of employment, the
              payment (on a current or deferred basis) of dividend equivalent
              amounts, with respect to the number of shares of Common Stock
              covered by the Award, and elections by the employee to defer
              payment of the Award or the lifting of restrictions on the Award,
              if any.

         (e)  In such circumstances as the Committee may deem advisable, the
              Committee may waive or otherwise remove, in whole or in part, any
              restrictions or limitation to which a Performance Unit Award was
              made subject to the time of grant.

                                       12


   15


                                 ARTICLE IX

                               GENERAL PROVISIONS

    9.1  Change in Control.

         (a)  (i)  In the case of a Change in Control (as defined below) of the
                   Corporation, each Option and Stock Appreciation Right then
                   outstanding shall immediately become exercisable in full.

              (ii) In the case of a Change in Control (as defined below) of the
                   Corporation, each Award shall immediately be fully vested and
                   nonforfeitable and shall be paid within 20 days thereafter at
                   no less than one hundred (100) percent of the standard or
                   target award amount or, if greater, the actual award amount
                   as extrapolated in the determination of the Committee (as so
                   constituted immediately prior to the Change in Control of the
                   Corporation), utilizing in each case the Change in Control
                   Price (as defined below) as the value per share of Common
                   Stock.

         (b)  A change in Control shall mean (i) the acquisition by any
              individual, entity or group (within the meaning of Section
              13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as
              amended (the "Exchange Act") (a "Person") of beneficial ownership
              (within the meaning of Rule 13(d)-3 promulgated under the Exchange
              Act) of twenty (20) percent or more of either (1) the then
              outstanding shares of common stock of the Corporation (the
              "Outstanding Corporation Common Stock") or (2) the combined voting
              power of the then outstanding voting securities of the Corporation
              entitled to vote generally in the election of directors (the
              "Outstanding Corporation Voting Securities"); provided, however,
              that the following acquisitions shall not constitute a Change of
              Control: (1) any acquisition directly from the Corporation
              (excluding an acquisition by virtue of the exercise of a
              conversion privilege), (2) any acquisition by the Corporation, (3)
              any acquisition by any employee benefit Plan (or related trust)
              sponsored or maintained by the Corporation or any corporation
              controlled by the


                                       13

   16


          Corporation or (4) any acquisition by any corporation pursuant to a
          reorganization, merger or consolidation, if, following such
          reorganization, merger or consolidation, the conditions described in
          clauses (1),(2) and (3) of subparagraph (iii) of this Section 9.1 (b)
          are satisfied; or (ii) individuals who, as of the date hereof,
          constitute the Board (the "Incumbent Board") cease for any reason to
          constitute at least a majority of the Board; provided, however, that
          any individual becoming a director subsequent to the date hereof whose
          election, or nomination for election by the Corporation's
          shareholders, was approved by a vote of at least a majority of the
          directors than comprising the Incumbent Board shall be considered as
          though such individual were a member of the Incumbent Board, but
          excluding, for this purpose, any such individual whose initial
          assumption of office occurs as a result of either an actual or
          threatened election contest (as such terms are used in Rule 14(a)-l1
          of Regulation 14A promulgated under the Exchange Act) or other actual
          or threatened solicitation of proxies or consents by or on behalf of a
          Person other than the Board; or (iii) approval by the shareholders of
          the Corporation of a reorganization, merger or consolidation, in each
          case, unless, following such reorganization, merger or consolidation,
          (1) more than sixty (60) percent of, respectively, the then
          outstanding shares of common stock of the corporation resulting from
          such reorganization, merger or consolidation and the combined voting
          power of the then outstanding voting securities of such corporation
          entitled to vote generally in the election of directors is then
          beneficially owned, directly or indirectly, by all or substantially
          all of the individuals and entitled who were the beneficial owners,
          respectively, of the Outstanding Corporation Common Stock and
          Outstanding Corporation Voting Securities immediately prior to such
          reorganization, merger or consolidation in substantially immediately
          prior to such reorganization, merger or consolidation in substantially
          the same proportions as their ownership, immediately prior to such
          reorganization, merger or consolidation, of the Outstanding
          Corporation Common Stock and Outstanding Corporation Voting
          Securities, as the case may be, (2) no

                                       14


   17

          Person (excluding the Corporation, any employee benefit Plan (or
          related trust) of the Corporation or such corporation resulting from
          such reorganization, merger or consolidation and any Person
          beneficially owning, immediately prior to such reorganization, merger
          or consolidation, directly or indirectly, twenty (20) percent or more
          of the Outstanding Corporation Common Stock or Outstanding Voting
          Securities, as the case may be) beneficially owns, directly or
          indirectly, twenty (20) percent or more of respectively, the then
          outstanding shares of common stock of the corporation resulting from
          such reorganization, merger or consolidation or the combined voting
          power of the then outstanding voting securities of such corporation
          entitled to vote generally in the election of directors and (3) at
          least a majority of the members of the board of directors of the
          corporation resulting from such reorganization, merger or
          consolidation were members of the Incumbent Board at the time of the
          execution of the initial agreement providing for such reorganization,
          merger or consolidation; or (iv) approval by the shareholders of the
          Corporation of (1) a complete liquidation or dissolution of the
          Corporation or (2) the sale or other disposition of all or
          substantially all of the assets of the Corporation, other than a
          corporation, with respect to which following such sale or other
          disposition, (A) more than sixty (60) percent of, respectively, the
          then outstanding shares of common stock of such corporation and the
          combined voting power of the then outstanding voting securities of
          such corporation entitled to vote generally in the election of
          directors is then beneficially owned, directly or indirectly, by all
          or substantially all of the individuals and entities who were the
          beneficial owners, respectively, of the Outstanding Corporation Common
          Stock and Outstanding Corporation Voting Securities immediately prior
          to such sale or other disposition in substantially the same proportion
          as their ownership, immediately prior to such sale or other
          disposition, of the Outstanding Corporation Common Stock and
          Outstanding Corporation Voting Securities, as the case may be, (B) no
          Person (excluding the Corporation and any employee benefit Plan (or
          related trust) of the Corporation or such corporation any

                                       15


   18


          person beneficially owning, immediately prior to such sale or other
          disposition, directly or indirectly, twenty (20) percent or more of
          the Outstanding Corporation Common Stock or Outstanding Corporation
          Voting Securities, as the case may be) beneficially owns, directly or
          indirectly, twenty (20) percent or more of, respectively, the then
          outstanding shares of common stock of such corporation and the
          combined voting power of the then outstanding voting securities of
          such corporation entitled to vote generally in the election of
          directors and (C) at least a majority of the members of the board of
          directors of such corporation were members of the Incumbent Board at
          the time of the execution of the initial agreement or action of the
          Board providing for such sale or other disposition of assets of the
          Corporation.

 9.2      Designation of Beneficiary. Each employee who shall be granted an
          Award under the Plan may designate a beneficiary or beneficiaries and
          may change such designation from time to time by filing a written
          designation of beneficiaries with the Committee on a form to be
          prescribed by it, provided that no such designations shall be
          effective unless so filled prior to the death of such employee.

 9.3      No Right of Continued Employment. Neither the establishment of the
          Plan, the granting of Options, Stock Appreciation Rights or Awards, or
          the payment of any benefits hereunder or any action of the Corporation
          or of the Board of Directors or of the Committee shall be held or
          construed to confer upon any person any legal right to be continued in
          the employ of the Corporation or its direct or indirect subsidiaries,
          each of which expressly reserves the right to discharge any employee
          whenever the interest of any such company in its sole discretion may
          so require without liability to such company, the Board of Directors
          or the Committee except as to any rights which may be expressly
          conferred upon such employee under the Plan.

 9.4      No Segregation of Cash or Shares. The Corporation shall not be
          required to segregate any cash or any shares of Common Stock which may
          at any time be represented by Options, Awards, or amounts and the Plan
          shall constitute an "unfunded" Plan of the Corporation. No employee
          shall have voting or other rights with respect to such shares of
          Common Stock prior to the delivery of such shares. The Corporation
          shall not, by any provisions of the Plan,

                                       16


   19


          be deemed to be a trustee of any Common Stock or any other property
          and the liabilities of the Corporation to any employee pursuant to the
          Plan shall be those of a debtor pursuant to such contract obligations
          as are created by or pursuant to the Plan, and the rights of any
          employee, former employee or beneficiary under the Plan shall be
          limited to those of a general creditor of the Corporation. In its sole
          discretion, the Board of Directors may authorize the creation of
          trusts or other arrangements to meet the obligations of the
          Corporation and each other Participating Company under the Plan
          provided, however, that the existence of such trusts or other
          arrangements is consistent with the unfunded status of the Plan.

9.5       Delivery of Shares. No shares shall be delivered pursuant to any
          exercise of an Option, Stock Appreciation Right or pursuant to the
          payment of any Award unless the requirements of such laws and
          regulations as may be deemed by the Committee to be applicable thereto
          are satisfied.

9.6       Option Cancellation Payment. Notwithstanding any other provision
          of this Plan and the terms of any agreement under which the Committee
          has granted an Option or Award under this Plan, during the 60 day
          period from and after a Change of Control (as defined in Section 9.1)
          (the "Exercise Period"), in the case of all Options, an optionee shall
          have the right, in lieu of the payment of the exercise price of the
          shares of stock being purchased under the Option and by giving notice
          to the Corporation, to elect (within the Exercise Period) in lieu of
          exercise thereof to surrender all or part of the Option to the
          Corporation and to receive in cash, within 30 days of such notice, an
          amount in cancellation of the Option (the "Cancellation Payment")
          equal to the amount by which the Change in Control Price (as defined
          below) per share of Common Stock on the date of such election shall
          exceed the exercise price per share of Common Stock under the Option
          multiplied by the number of shares of Common Stock granted under the
          Option as to which the right granted under this Section 9.6 shall have
          been exercised; provided, however, that if such Option is held by an
          officer or director of the Corporation (within the meaning of Section
          16 of the Exchange Act) and not more than six months has elapsed from
          the grant thereof, or the receipt of the

                                       17

   20

          Cancellation Payment at the time above-specified would subject the
          optionee to liability under said Section 16, then the Cancellation
          Payment shall be made on the first day when no liability to the
          optionee under said Section 16 would result.

9.7       Transfer and Leave of Absence

          (a)  A transfer of an employee from a Participating Company to an
               affiliated company,

               and

          (b)  A leave of absence duly authorized in writing by the
               Participating Company, for military service or sickness, or for
               any other purpose approved by the Participating Company shall not
               be deemed a termination of employment.

9.8       Michigan Law to Govern. All questions pertaining to the construction,
          regulation, validity and effect of the provisions of the Plan shall be
          determined in accordance with the laws of the State of Michigan.

9.9       Payments and Tax Withholding. The delivery of any shares of Common
          Stock and the payment of any amount in respect of a Stock Appreciation
          Right or Award shall be for the account of the applicable
          Participating Company and any such delivery or payment shall not be
          made until the recipient shall have made satisfactory arrangements for
          the payment of any applicable withholding taxes.

9.10      Earlier Plan. The options granted under the Earlier Plan shall
          continue to be subject to the terms and conditions of the Earlier Plan
          and shall not be subject to this Plan.

9.11      Compliance with Rule 16(b)-3. It is MCN's intent that, with respect to
          persons who are subject to Section 16(b) of the Securities Exchange
          Act of 1934 (the "Act"), the Plan comply in all material respects with
          the provisions of Rule 16(b)-3 promulgated under the Act, as such rule
          or a successor rule or rules may be in effect from time to time. If
          any such Plan provision is found not to be in compliance with Rule 16
          (b)-3, such provision shall be deemed null and void.

9.12      Change in Control Price. Change in Control Price shall mean the higher
          of (i) the highest reported sales price, regular way, of a share of
          Common Stock on the Composite Tape for New York Stock Exchange Listed
          Stocks or, if such shares of the Corporation are not listed

                                       18

   21

          or admitted to trading on the New York Stock Exchange, the highest
          reported sales price as reported on the principal consolidated
          transaction reporting system with respect to securities listed on the
          principal national securities exchange on which such shares of the
          Corporation are listed or admitted to trading, or if such shares of
          the Corporation are not listed or admitted to trading on any national
          securities exchange, the highest quoted price or, if not so quoted,
          the highest average of the high bid and low asked prices in the
          over-the-counter market, as reported by the National Association of
          Securities Dealers, Inc. Automated Quotations System ("NASDAQ") or
          such other system then in use, or, if on any such date such shares of
          the Corporation are not quoted by any such organization, the highest
          average of the closing bid and asked prices as furnished by a
          professional market maker making a market in such shares of the
          Corporation as selected by the Board of Directors of the Corporation,
          in each case during the 60-day period prior to and ending on the date
          of the Change of Control and (ii) if the Change of Control is the
          result of a transaction or series of transactions described in
          subparagraphs (i) or (iii) of the definition of Change of Control set
          forth in Section 9.1, the highest price per share of the Common Stock
          paid in such transaction or series of transactions (which in the case
          of paragraph (i) shall be the highest price per share of the Common
          Stock as reflected in a Schedule 13D by the person having made the
          acquisition); provided, however, that with respect to any Incentive
          Stock Option, the Change of Control Price shall not exceed the market
          price of a share of Common Stock (to the extent required pursuant to
          Section 422A of the Code) on the date of surrender thereof.

9.13      Forfeitures. Notwithstanding any other provisions of this Plan, if the
          Committee finds by a majority vote after full consideration of the
          facts that the employee, before or after termination of his employment
          with the Corporation or its subsidiaries for any reason (a) committed
          or engaged in fraud, embezzlement, theft, commission of a felony, or
          proven dishonesty in the course of his employment by the Corporation
          or its subsidiaries, which conduct damaged the Corporation or its
          subsidiaries, or disclosed trade secrets of the Corporation or its
          subsidiaries, (b) participated, engaged in or had a financial or other
          interest, whether as an employee, officer, director, consultant,
          contractor, shareholder, owner, or

                                       19


   22


          otherwise, in any commercial endeavor in the United States which has a
          significant competitive impact on the business of the Corporation or
          its subsidiaries without the written consent of the Corporation or its
          subsidiaries, or (c) has taken any other action that has a significant
          adverse impact in the Corporation or its subsidiaries, the employee
          shall forfeit all outstanding Options, Restricted Stock, or
          Performance Units which are not vested, including all rights related
          to such matters, and including all unexercised Options, exercised
          Options, and any performance based Stock Awards to which he may be
          entitled, and other elections pursuant to which the Corporation has
          not yet delivered a stock certificate. Clause (b) shall not be deemed
          to have been violated solely by reason of the employee's ownership of
          stock or securities of any publicly owned corporation, if that
          ownership does not result in effective control of the corporation.

          The decision of the Committee as to the cause of the employee's
          discharge, the damage done to the Corporation or its subsidiaries, and
          the extent of the employee's competitive activity shall be final. No
          decision of the Committee, however, shall affect the finality of the
          discharge of the employee by the Company or its subsidiaries in any
          manner.

                                    ARTICLE X
                            AMENDMENT AND TERMINATION

10.1      Amendments, Suspension or Discontinuance. The Board of Directors may
          amend, suspend or discontinue the Plan provided, however, that except
          as permitted by Sections 4.1(b), the Board of Directors may not,
          without the prior approval of the stockholders of the Company, make
          any amendment which operates:

          (a)  To abolish the Committee, change the qualification of its members
               or withdraw the administration of the Plan from the Committee
               unless otherwise required or directed by law or regulation,

          (b)  To make any material change in the class of eligible employees as
               defined in the Plan,

                                       20


   23


          (c)  To increase the total number of shares of Common Stock available
               for Options, Stock Appreciation Rights and Awards granted under
               the Plan, or

          (d)  To extend the period during which Options or Awards may be
               granted under the Plan, and provided further that upon the
               occurrence of a Change in Control no amendment may adversely
               affect the rights of any person in connection with any Option or
               Award previously granted.

10.2      Limitation. No Option or Award shall be granted under the Plan after
          March 1, 2007.

                                   ARTICLE XI
                                 MISCELLANEOUS

          No director who also serves as an officer of the Corporation shall be
eligible to vote on any matter regarding the MCN Corporation Stock Incentive
Plan.

          IN WITNESS WHEREOF, the undersigned officer of the Company has
executed this Plan this 27th day of July, 1995, pursuant to the resolution
adopted by the Board of Directors of the Company.

                                             MCN CORPORATION

                                        BY:  Daniel L. Schiffer
                                             ----------------------------------
                                             Daniel L. Schiffer, Senior
                                             Vice President, General Counsel
                                             and Secretary

                                        Dated as of April 22, 1997

Restated April 22, 1997

                                       21


   24

                                 MCN CORPORATION
                              STOCK INCENTIVE PLAN
                              --------------------
                              HISTORICAL BACKGROUND


12/12/88           MCN Corporation Minutes of Regular Meeting of Board of
                   Directors - Resolution directing officers to prepare a
                   written stock incentive Plan to be considered at the 02/1989
                   meeting. (p.7+)

02/28/90           MCN Corporation Minutes of Regular Meeting of Board of
                   Directors - The Plan is amended effective 01/08/90 by
                   deleting Section 6.7(d) and inserting new Section 6.7(d) and
                   new Section 6.7(e); Section 9.1(a)(ii) is deleted and new
                   Section 9.1(a)(ii) "Change in Control" is inserted; Section
                   9.1(b) is deleted and new Section 9.1(b) is inserted; Section
                   9.6 is deleted and new Section 9.6 inserted; New Section 9.12
                   Inserted.

05/08/91           MCN Corporation Minutes of Regular Meeting of Board of
                   Directors authorizing the Board to approve a resolution to
                   expressly state that no director who also serves as an
                   officer of the Corporation shall be eligible to vote on any
                   matter regarding those plans. (New Article XI -
                   Miscellaneous)

08/15/92           Restated Plan.

12/15/94           MCN Corporation Minutes of Regular Meeting of Board of
                   Directors proposes amendments to Sections 4.1(a) and 10.2 for
                   approval by the Corporation's shareholders at their 1995
                   annual meeting.

04/27/95           MCN Corporation Minutes of Regular Meeting of Shareholders -
                   The Shareholders approved the amendments recommended in the
                   December 15, 1994 MCN Corporation Minutes of Regular Meeting
                   of Board of Directors. Section 4.1(a) is deleted in its
                   entirety and new section 4.1(a) is inserted.


   25

4.1       (a) is amended to read:

                   "Subject to adjustment pursuant to Section 4.1(b), the
                   aggregate number of shares of Common Stock with respect to
                   which Options, Stock Appreciation Rights, Awards and
                   Performance Units may be granted under the Plan in any
                   calendar year shall not exceed one percent of the shares of
                   Common Stock outstanding in any year. The one-percent
                   limitation shall be calculated by dividing the aggregate
                   number of shares of Common Stock with respect to which
                   Options, Stock Appreciation Rights, Awards and Performance
                   Units are granted under the Plan in any calendar year by the
                   total number of shares outstanding on the first day during
                   the calendar year on which Options, Stock Appreciation
                   Rights, Awards, and Performance Units are granted. If the
                   number of shares granted with respect to Options, Stock
                   Appreciation Rights, Awards, or Performance Units is not
                   determinable, then the limitation shall be calculated using
                   the largest number of shares expected to be issued. Provided,
                   however, that the number of Shares, Options, Stock
                   Appreciation Rights, Awards, or Performance Units that may
                   issued under this Plan subsequent to February 27, 1995 may
                   not exceed 5% of the number of shares issued and outstanding
                   on that date.

                   "Shares of Common Stock may be made available from the
                   authorized but unissued shares of the Corporation or from
                   shares reacquired by the Corporation including shares
                   purchased in the open market. If an Option, Restricted Stock
                   Award, or Performance Unit Award granted under the Plan shall
                   expire or terminate for any reason during a calendar year,
                   the shares subject to, but not delivered, under such option
                   or Award shall be available for other options and Awards to
                   the same employee or other employees."

                   Section 10.2 is deleted in its entirety and new section 10.2
                   is inserted as follows: (New 10.2)



   26

10.2               Limitation. No Option or Award shall be granted under the
                   Plan after March 1, 2005.

07/27/95                 MCN Corporation Minutes of Regular Meeting of Board of
                         Directors approves an amendment to the Plan that would
                         provide for the forfeiture of previous awards in
                         specific situations where an executive or former
                         executive took actions that were significantly adverse
                         to the Corporation's interests. New section 9.13 is
                         inserted as follows:

9.13               Forfeitures. Notwithstanding any other provisions of this
                   Plan, if the Committee finds by a majority vote after full
                   consideration of the facts that the employee, before or after
                   termination of his employment with the Corporation or its
                   subsidiaries for any reason (a) committed or engaged in
                   fraud, embezzlement, theft, commission of a felony, or proven
                   dishonesty in the course of his employment by the Corporation
                   or its subsidiaries, which conduct damaged the Corporation or
                   its subsidiaries, or disclosed trade secrets of the
                   Corporation or its subsidiaries, (b) participated, engaged in
                   or had a financial or other interest, whether as an employee,
                   officer, director, consultant, contractor, shareholder,
                   owner, or otherwise, in any commercial endeavor in the United
                   States which has a significant competitive impact on the
                   business of the Corporation or its subsidiaries without the
                   written consent of the Corporation or its subsidiaries, or
                   (c) has taken any other action that has a significant adverse
                   impact in the Corporation or its subsidiaries, the employee
                   shall forfeit all outstanding Options, Restricted Stock, or
                   Performance Units which are not vested, including all rights
                   related to such matters, and including all unexercised
                   Options, exercised Options, and any performance based Stock
                   Awards to which me may be entitled, and other elections
                   pursuant to which the Corporation has not yet delivered a
                   stock certificate. Clause (b) shall not be deemed to have
                   been violated solely by reason of the employee's ownership of
                   stock or securities of any publicly owned corporation, if
                   that ownership does not result in effective control of the
                   corporation.

                   The decision of the Committee as to the cause of the
                   employee's discharge, the damage done to the Corporation or
                   its subsidiaries, and the extent of the employee's
                   competitive activity shall be final. No decision of the
                   Committee, however, shall affect the finality the discharge
                   of the employee by the Company or its subsidiaries in any
                   manner.

04/22/97                 MCN Corporation Annual Meeting of Shareholders approves
                         an amendment to the plan to increase the number of
                         shares of MCN common stock authorized to be issued
                         under the plan. In order to meet future potential
                         performance unit plan awards, an increase in the number
                         of authorized shares available for distribution under
                         the plan by 5% of the number of MCN common shares
                         issued and outstanding as of February 26, 1997 or
                         3,372,656 shares is approved. The plan is amended and
                         restated as of 04/22/97.


   27




                   (a) Section 4.1(a) is amended to read:

                         "Subject to adjustment pursuant to Section 4.1(b),
                         the aggregate number of Options, Restricted Stock
                         Awards, and shares of Common Stock issued upon payout
                         of Performance Units that may be distributed under the
                         Plan in any calendar year shall not exceed one percent
                         of the shares of Common Stock outstanding on the first
                         day of the calendar year on the date such Options,
                         Restricted Stock, and shares of Common Stock issued
                         upon payout of Performance Units are distributed. In
                         addition, the number of Shares, Options, Stock
                         Appreciation Rights, Awards, or Performance Units that
                         may be issued under this Plan subsequent to February
                         26, 1997 may not exceed 5% of the number of shares
                         issued and outstanding on that date plus the number of
                         shares approved and not issued prior to February 26,
                         1997.

                         Shares of Common Stock may be made available from the
                         authorized but unissued shares of the Corporation or
                         from shares reacquired by the Corporation including
                         shares purchased in the open market. If an Option,
                         Restricted Stock Award, or Performance Unit granted
                         under the Plan shall expire or terminate for any reason
                         during a calendar year, the shares subject to, but not
                         distributed, under such Option or Restricted Stock
                         shall be available for other Options and Awards to the
                         same employee or other employees."

                         (b) Section 102. is amended to read:

                         "Limitation. No Option or Award shall be granted under
                         the Plan after March 1, 2007."

EX-10.5

   1
                                                                    EXHIBIT 10.5



                                MCN ENERGY GROUP

                      EXECUTIVE DEFERRED COMPENSATION PLAN

                    (AS RESTATED EFFECTIVE DECEMBER 15, 1999)










   2


                               TABLE OF CONTENTS


         SECTION                                                                                               PAGE
         -------                                                                                               ----
                                                                                                         
SECTION 1 - DEFINITIONS...........................................................................................1
                      1.01.         "Account".....................................................................1
                      1.02.         "Additional Pension Plan Benefit".............................................1
                      1.03.         "Additional Savings Plan Benefit"..... .......................................2
                      1.04          "Affiliated Employer..........................................................2
                      1.05.         "Anniversary Date"............................................................2
                      1.06.         "Annual Base Salary"..........................................................2
                      1.07.         "Annual Incentive Compensation"...............................................2
                      1.08.         "Beneficiary".................................................................2
                      1.09.         "Benefit Agreement"...........................................................3
                      1.10.         "Board of Directors"..........................................................3
                      1.11.         "Code"........................................................................3
                      1.12.         "Committee"...................................................................3
                      1.13.         "Company".....................................................................3
                      1.14.         "Deferral"....................................................................3
                      1.15.         "Deferral Period".............................................................3
                      1.16.         "Disability...................................................................3
                      1.17.         "Effective Date"..............................................................3
                      1.18.         "ERISA".......................................................................3
                      1.19.         "Executive"...................................................................3
                      1.20.         "In Pay Status"...............................................................4
                      1.21.         "Leave".......................................................................4
                      1.22.         "Participant".................................................................4
                      1.23.         "Pension Plan"................................................................4
                      1.24.         "Plan"........................................................................4
                      1.25.         "Plan Interest Rate"..........................................................4
                      1.26.         "Plan Year"...................................................................4
                      1.27.         "Post-Retirement Survivor Benefit"............................................4
                      1.28.         "Pre-Retirement Survivor Benefit".............................................4
                      1.29.         "Retirement Date".............................................................4
                      1.30.         "Retirement Income Benefit"...................................................4
                      1.31.         "Savings Plan"................................................................5
                      1.32.         "Social Security Wage Base"...................................................5
                      1.33.         "Spouse"......................................................................5

SECTION 2 - PARTICIPATION.........................................................................................5

                      2.01.         Commencement of Participation.................................................5
                      2.02.         Deferrals.....................................................................5

                                       i
   3


         SECTION                                                                                               PAGE
         -------                                                                                               ----
                                                                                                         
                      2.03.         Election of Deferral..........................................................5
                      2.04.         Forgo Deferral for a Plan Year................................................6
                      2.05.         Increased Deferral............................................................6
                      2.06.         Establishment of Account......................................................6
                      2.07.         Interaction with Other Plans..................................................7

SECTION 3 - FUNDING OF BENEFITS...................................................................................7

                      3.01.         Unfunded Plan.................................................................7
                      3.02.         Interest......................................................................7

SECTION 4 - CLAIMS PROCEDURE......................................................................................8

                      4.01.         Benefit Claims Procedure......................................................8
                      4.02.         Appeals Procedure.............................................................8

SECTION 5 - RETIREMENT INCOME BENEFITS............................................................................9

                      5.01.         Normal Retirement Benefit.....................................................9
                      5.02.         Termination Benefit..........................................................10
                      5.03.         Disability...................................................................11
                      5.04.         Hardship Withdrawal Benefits.................................................11

SECTION 6 - PRE-RETIREMENT SURVIVOR BENEFITS.....................................................................12

                      6.01.         Pre-Retirement Survivor Benefit..............................................12
                      6.02          Proof of Insurability........................................................13
                      6.03.         Exclusion for Suicide or Self-Inflicted
                                    Injury.......................................................................13

SECTION 7 - POST-RETIREMENT SURVIVOR BENEFITS....................................................................13

SECTION 8 - VESTING OF BENEFITS..................................................................................14

SECTION 9 - ADDITIONAL PROVISIONS AFFECTING BENEFITS.............................................................14

                      9.01.         Benefit Agreement............................................................14
                      9.02.         Leave of Absence.............................................................14
                      9.03.         Alternative Forms of Benefit.................................................14
                      9.04.         Tax Withholding..............................................................14



                                       ii

   4


         SECTION                                                                                               PAGE
                                                                                                        
SECTION 10 - ADMINISTRATION OF THE PLAN..........................................................................15
                      10.01.        Duties and Power.............................................................15
                      10.02.        Benefit Statements...........................................................15

SECTION 11 - AMENDMENT, SUSPENSION, AND TERMINATION..............................................................15

                      11.01.        Right to Amend or Terminate..................................................15
                      11.02.        Right to Surrender...........................................................15
                      11.03.        Non-ERISA Plan...............................................................16
                      11.04.        Right to Accelerate..........................................................16

SECTION 12 - MISCELLANEOUS.......................................................................................16

                      12.01.        Right to Continued Employment................................................16
                      12.02.        Prohibition Against Alienation...............................................16
                      12.03.        Sayings Clause...............................................................16
                      12.04.        Payment of Benefit of Incompetent............................................17
                      12.05.        Spouse's Interest............................................................17
                      12.06.        Successors...................................................................17
                      12.07.        Gender, Number and Heading...................................................17
                      12.08.        Legal Fees and Expenses......................................................17
                      12.09.        Choice of Law................................................................17
                      12.10.        Affiliated Employees.........................................................17

SECTION 13 - CHANGE IN CONTROL PROVISIONS........................................................................18

                      13.01         General......................................................................18
                      13.02         Transfer to Rabbi Trust......................................................18
                      13.03         Lump Sum Payments............................................................18
                      13.04         Joint and Several Liability..................................................18
                      13.05         Dispute Procedures...........................................................18
                      13.06         Definition of Change in Control..............................................19


Historical Background

                                      iii
   5



                                MCN ENERGY GROUP

                      EXECUTIVE DEFERRED COMPENSATION PLAN

                    (as restated effective December 15, 1999)

         MCN Energy Group Inc., a Michigan corporation (hereinafter referred to
as "MCN" or the "Company"), has adopted the MCN Energy Group Executive Deferred
Compensation Plan (hereinafter referred to as the "Plan") to provide
supplemental retirement income for certain Executives (hereinafter defined) and
to provide a measure of security for certain Executives through the payment of
death benefits to their Beneficiaries.

         The Company previously adopted the MCN Management Incentive Bonus
Compensation Plan ("Incentive Plan") which permitted participants to defer
awards made to them under the Incentive Plan. Effective as of January 1, 1990,
deferrals under the Incentive Plan were discontinued and account balances under
the Incentive Plan were transferred to the Plan.

         It is intended that this Plan provide benefits for "a select group of
management or highly compensated employees" within the meaning of Sections 201,
301 and 401 of ERISA (hereinafter defined), and therefore to be exempt from the
provisions of Parts 2, 3 and 4 of Title I of ERISA.


                                    SECTION 1
                                   DEFINITIONS

         The following words and terms as used herein shall, unless the context
clearly requires a different meaning, have the respective meanings hereinafter
set forth.

         1.01.      "Account" means the record maintained by the Company of each
Participant's Deferrals, credited interest, Additional Pension Plan Benefit,
Additional Savings Plan Benefit, transfers from the MCN Energy Group Mandatory
Deferred Compensation Plan, transfers from the MCN Energy Group Long-Term
Incentive Plan and distributions under the Plan.

         1.02.      "Additional Pension Plan Benefit" means an additional
benefit under this Plan, equal to the present value at the date of retirement
under the qualified plan or other termination of employment of the difference
between (1) the benefit that the Participant would have been entitled to receive
under the Pension Plan if he had not elected to defer any amount under the Plan,
and (2) the benefit that the Participant is entitled to receive under the
Pension Plan.

   6

         1.03.      "Additional Savings Plan Benefit" means an additional
monthly benefit under this Plan, equal to the amount of any Company matching
contributions that would have been made on the Participant's deferred salary
under the terms of the Savings Plan plus (i) for periods from January 1, 1990 to
July 31, 1991, the income that would have been earned thereon based upon the
Participant's investment elections and the terms of the Savings Plan, and (ii)
for periods after July 31, 1991, interest based upon the Plan Interest Rate in
effect for such period which should be added to the Participant's account.

         1.04       "Affiliated Employer" means any corporation while such
corporation is a member of the same controlled group of corporations (within the
meaning of Section 414(b) of the Code) as the Company or any other employing
entity while such entity is under common control (within the meaning of Section
414(c) of the Code) with the Company.

         1.05.      "Anniversary Date" means any January 1 including or after
the Effective Date.

         1.06.      "Annual Base Salary" means annual base salary payable in
the current Plan Year before any 401(k) deferral or cafeteria plan election and
before any payroll deduction for taxes or any other purpose, but excluding any
bonus, fringe benefit or other form of remuneration.

         1.07.      "Annual Incentive Compensation" means the annual incentive
plan cash compensation earned in the current Plan Year and payable in the
subsequent Plan Year.

         1.08.      "Beneficiary" means the person, persons or entity designated
in writing by the Participant on forms provided by the Company to receive
distribution of certain death benefits under the Plan in the event of the
Participant's death. A Participant may change the designated Beneficiary from
time to time by filing a new written designation with the Committee, and such
designation shall be effective upon receipt by the Committee. The designation of
a Beneficiary other than the Participant's Spouse must be consented to in
writing by the Spouse. If a Participant has not designated a Beneficiary, or if
a designated Beneficiary is not living or in existence at the time of a
Participant's death, any death benefits payable under the Plan shall be paid to
the Participant's Spouse, if then living, and if the Participant's Spouse is not
then living, to the Participant's estate.

         1.09.      "Benefit Agreement" means the benefit agreement described in
Section 9.01 relating to a Participant's commitment to defer Annual Base Salary,
as defined in Section 1.06, and/or Annual Incentive Compensation, as defined in
Section 1.07.

         1.10.      "Board of Directors" means the MCN Board of Directors.

                                       2
   7


         1.11.      "Code" means the Internal Revenue Code of 1986, as amended.

         1.12.      "Committee"  means the MCN Energy Group Inc.  Master Trust,
Retirement and Savings Plan Committee. The Committee is responsible for the
administration of the Plan.

         1.13.      "Company" means MCN Energy Group Inc., a Michigan
corporation, its successors and assigns, and any direct or indirect subsidiary
of MCN which has elected, with the consent of MCN, to participate in the Plan.

         1.14.      "Deferral" means the portion of a Participant's Annual Base
Salary and/or Annual Incentive Compensation that has been deferred in accordance
with Section 2.03. Deferral amounts are retained by the Company as part of its
general assets.

         1.15.      "Deferral Period" means the period  beginning  with the date
of the Participant's commencement of participation in the Plan and ending on the
earlier of
                    (a) the fifth Anniversary Date after such date; or

                    (b) the Participant's Retirement Date, as defined in Section
                        1.29.

         1.16.      "Disability" means the total and permanent inability, caused
by disease or bodily injury and originating after his designation as a
Participant, of an Executive to do substantially all the material duties of his
regular job, except that

                    (a) after such inability has continued for two years, such
         Executive shall be considered to be suffering Disability only if he
         cannot work for pay or profit at another job for which he is
         reasonably fitted by education, training or experience; and

                    (b) such Executive shall be considered to be suffering
         Disability only for those periods during which he is not working for
         pay or profit.

         1.17. "Effective Date" means January 1, 1990 and each January 1
thereafter.

         1.18 "ERISA" means the Employee Retirement Income security Act of 1974,
as amended from time to time.

         1.19. "Executive" means a management or highly compensated employee of
the Company who has been specifically designated by the Chairman of the Board of
Directors to be eligible for Plan participation. Such an employee shall remain
an Executive so long as this designation is not revoked by the Chairman of the
Board of Directors. Upon such revocation, the former Executive shall be entitled
to receive only those benefits which have been vested.

                                       3

   8

         1.20.      "In Pay Status" means, with respect to a benefit under the
Plan, that a Participant or Beneficiary has met all of the requirements to
receive such benefit and it is being paid or is about to be paid to such
Participant or Beneficiary.

         1.21.      "Leave" means any period during which an Executive who is
employed by the Company immediately prior to the commencement thereof is absent
from the Company pursuant to a leave of absence granted with the permission of
the Company.

         1.22.      "Participant"  means an Executive who has made a written
election to participate in the Plan in accordance with Section 2.01.

         1.23.      "Pension Plan" means, with respect to a Participant, any
Company-sponsored qualified defined benefit plan under which the Participant is
eligible to participate.

         1.24.      "Plan"  means  the  MCN  Energy  Group  Executive  Deferred
Compensation  Plan, as described herein and as hereafter amended.

         1.25.      "Plan Interest Rate" means the interest rate for the latest
issue, as of the end of the previous month, of ten-year U.S. Treasury Notes, or
such other rate as set by the Chairman of the Board of Directors.

         1.26.      "Plan  Year" means the period beginning January 1 and ending
December 31 of each year (the calendar year).

         1.27.      "Post-Retirement Survivor Benefit", as described in Section
7.01, means the benefit payable to the Beneficiary of a Participant who dies
after the commencement of his Retirement Income Benefit.

         1.28.      "Pre-Retirement Survivor Benefit", as described in Section
6.01, means the benefit payable to the Beneficiary of a Participant who dies
prior to his Retirement Date.

         1.29.      "Retirement Date" for a Participant covered by a Pension
Plan means any normal or early retirement date specified in the Pension Plan, as
defined in Section 1.23; and for a Participant covered by a Savings Plan, but
not covered by a Pension Plan, means any normal or early retirement date
specified in the Savings Plan, as defined in Section 1.31.

         1.30.      "Retirement Income Benefit" means the retirement benefit
described in Section 5.

         1.31.      "Savings Plan" means, with respect to a Participant, any
Company sponsored qualified defined contribution plan under which the
Participant is eligible to participate.

                                       4

   9


         1.32.      "Social Security Wage Base" means the maximum amount of
wages subject to the old-age, survivor and disability portion of the Federal
Insurance Contributions Act tax.

         1.33.      "Spouse" means an individual who is legally married
to a Participant under the laws of the state in which the Participant resides,
on the day immediately preceding the Participant's date of death.


                                    SECTION 2
                                  PARTICIPATION

         2.01.      Commencement of Participation. An Executive shall become a
Participant hereunder upon execution of a Benefit Agreement by the Executive no
later than (i) the October 30 prior to its Effective Date, or (ii) 30 days after
an employee is designated an Executive. A properly executed Benefit Agreement
shall be effective on the earlier of (i) January 1 immediately following the
execution of the Benefit Agreement, or (ii) the first pay period that is 30 days
after the employee is designated an Executive, and shall contain the items
described in this Section and in Sections 5.01, 6.01 and 9.01. Subject to
Sections 2.02, 2.04 and 2.05, the deferral election made in a Benefit Agreement
shall be irrevocable.

         2.02.      Deferrals. A Participant may continue to make the annual
Deferral provided under Section 2.03 with respect to his Benefit Agreement until
his designation as an Executive is revoked by the Chairman of the Board of
Directors, he terminates employment with the Company, he receives a hardship
withdrawal, or he revokes his Benefit Agreement after the completion of his
Deferral Period.

         2.03.      Election of Deferral. A Participant shall elect in his
Benefit Agreement the annual Deferral that he will make for each Plan Year in
which he is a Participant, in multiples of $1,000 except for the $3,000 minimum.
Such annual Deferral shall not exceed 30% of Annual Base Salary and 100% of
Annual Incentive Compensation less the Federal Insurance Contributions Act tax
on the Annual Incentive Compensation and shall not be less than $3,000.
An annual Deferral of Annual Base Salary cannot reduce the Participant's Annual
Base Salary below the Social Security Wage Base for the Plan Year. An annual
Deferral of Annual Incentive Compensation shall be stated as a flat amount and
shall not be greater than 100% of the Participant's current year Annual
Incentive Compensation less the Federal Insurance Contributions

                                       5

   10

Act tax on the Annual Incentive Compensation. A Participant's election shall be
irrevocable during the Deferral Period, subject to Sections 2.02, 2.04 and 2.05.
After a Participant's Deferral Period is completed, the Participant may elect on
an annual basis, before October 30, whether he wishes to make a Deferral for the
following Plan Year.

         2.04.      Forgo Deferral for a Plan Year. A Participant may elect, no
later than October 30 prior to its Effective Date, to forgo the Deferral for the
remainder of the Deferral Period. This election cannot be made for the first
year in the Deferral Period. If this election is made for a Plan Year, the
Participant shall not be permitted to participate in the Plan for the two-year
period beginning with the January 1 immediately following the election to forgo
the Deferral. If the Participant thereafter elects to participate in the Plan,
such Participant shall begin a new Deferral Period. If a Participant dies prior
to his Retirement Date while employed by the Company and during a period that an
election to forgo Deferral is in effect, the Participant's Beneficiary shall not
be entitled to the Pre-Retirement Survivor Benefit under Section 6.01, but shall
receive a lump sum distribution of an amount equal to the Participant's Account
balance as of the Participant's date of death. Such lump sum payment shall be
made not later than one hundred twenty (120) days after the Participant's date
of death.

         2.05.      Increased Deferral. A Participant may elect to increase the
annual Deferral that he will make for each Plan Year in which he is a
Participant by filing a new Benefit Agreement to that effect with the Committee.
The amount of any such increase shall be in multiples of $1,000, and the
increased annual Deferral shall not exceed the limits set forth in Section 2.03.
Such election will be effective on the January 1 after the new Benefit Agreement
is filed with the Committee. A Participant's election to increase the amount
deferred in a Plan Year will not preclude the Participant from reducing the
increased deferral in subsequent Plan Years. However, in no event may the
Deferral in subsequent Plan Years of the Deferral Period be reduced to an amount
less than the original annual Deferral amount.

         2.06.      Establishment of Account. The Committee shall establish an
Account for each Participant to which the Participant's Deferrals shall be
credited, interest in accordance with Section 3.02 shall be credited, the
Participant's account balance, if any, under the Incentive Plan shall be
credited, the Additional Pension Plan Benefit shall be credited, the Additional
Savings Plan Benefit shall be credited, transfers from the MCN Energy Group
Mandatory Deferred Compensation Plan and MCN Energy Group Long-Term Incentive
Plan shall be credited and

                                       6

   11

distributions shall be debited. A Participant's Deferrals shall be credited to
his Account as of the date the Deferral would have been paid to the Participant.
The Additional Pension Plan Benefit shall be credited to the Participant's
Account as of (i) the date of the Participant's retirement under the qualified
plan or other termination of employment for Participant's who have the
traditional benefit option under the Pension Plan, and (ii) each December 31 for
Participant's who have the cash balance option under the Pension Plan. The
Additional Savings Plan Benefit shall be credited to the Participant's Account
as of the end of each month for which the Participant makes a Deferral under the
Plan. A Participant whose Account includes a transfer of assets from the
Incentive Plan shall be treated as having satisfied a year of the Deferral
Period for each of the Participant's years of participation in the deferral
portion of the Incentive Plan.

         2.07.      Interaction with Other Plans. A Participant's Deferral may
result in a reduction of a Participant's benefit under the Pension Plan and the
Savings Plan due to restrictions imposed by the IRS on qualified plans. In order
to minimize the effect of this reduction, a Participant's Account shall be
credited with an Additional Pension Benefit and an Additional Savings Plan
Benefit.


                                    SECTION 3
                               FUNDING OF BENEFITS

         3.01.      Unfunded Plan. The Plan shall be unfunded. All benefits
payable under the Plan shall be paid from the Company's general assets. The
Company shall not be required to set aside or hold in trust any funds for the
benefit of a Participant or Beneficiary, who shall have the status of a general
unsecured creditor with respect to the Company's obligation to make benefit
payments pursuant to the Plan. Any assets of the Company available to pay Plan
benefits shall be subject to the claims of the Company's general creditors and
may be used by the Company in its sole discretion for any purpose.

         3.02.      Interest. Interest shall be credited and compounded to each
Participant's Account, including that portion of the Account attributable to the
benefit described in Section 2.07, on the last day of each month during each
Plan Year based upon the Plan Interest Rate in effect for such Plan Year for so
long as there remains an Account balance.

                                       7

   12


                                   SECTION 4
                                CLAIMS PROCEDURE

          4.01.     Benefit Claims Procedure. All applications for benefits
under the Plan shall be submitted to the Committee at the Company's principal
place of business. Applications for benefits must be in writing and must be
signed by the Participant or, in the case of a Pre-Retirement or Post-Retirement
Survivor Benefit, by the Beneficiary or legal representative of the deceased
Participant.  In the event of a Participant's death, a certified copy of the
death certificate will be required by the Committee. The Committee reserves the
right to require that the Participant furnish proof of his age prior to
processing any application. Each application shall be acted upon and approved or
disapproved within ninety (90) days following its receipt by the Committee. In
the event any application for benefits is denied in whole or in part, the
Committee shall notify the applicant in writing of such denial and of his right
to a review by the Committee and shall set forth, in a manner calculated to be
understood by the applicant, specific reasons for such denial, specific
references to pertinent Plan provisions on which the denial is based, a
description of any additional material or information necessary for the
applicant to perfect his application, an explanation of why such material or
information is necessary, and an explanation of the Plan's review procedure.

          4.02.     Appeals Procedure. Any person whose application for
benefits is denied in whole or in part may appeal such denial to the Committee
by submitting a written statement to the Committee within ninety (90) days after
receiving written notice from the Committee of the denial of the claim. A
written statement should:

                    (a) request a review by the Committee of the application for
                        benefits;

                    (b) set forth all of the grounds upon which the request for
                        review is based and any facts in support thereof; and

                    (c) set forth any issues or comments that the applicant
                        deems pertinent to his application.

          The Committee shall regularly review appeals applications submitted to
it. The Committee shall act upon each appeal within sixty (60) days after
receipt of the applicant's request for review by the Committee.

                                       8

   13


          The Committee shall make a full and fair review of each such
application and any written materials submitted by the applicant or the Company
in connection therewith and may require the Company or the applicant to submit
such additional facts, documents, or other evidence as the Committee in its sole
discretion deems necessary or advisable in making such a review. On the basis of
its review, the Committee shall make an independent determination of the
applicant's eligibility for benefits under the Plan. The decision of the
Committee on any application for benefits shall be final and conclusive upon all
persons.
          In the event that the Committee denies an application in whole or in
part, the Committee shall give written notice of the Committee's decision to the
applicant setting forth, in a manner calculated to be understood by the
applicant, the specific reasons for such denial and specific references to the
pertinent Plan provisions on which the Committee's decision was based.


                                    SECTION 5
                           RETIREMENT INCOME BENEFITS

          5.01.     Normal Retirement Benefit

                    (a) Each Participant who retires under the Pension or
Savings Plan on his Retirement Date after the completion of his Deferral Period
shall be entitled to a Retirement Income Benefit commencing on the first of the
month following the month in which his Retirement Date occurs. The Participant's
Retirement Income Benefit shall be paid, in accordance with the Participant's
selection in his Benefit Agreement, either in monthly payments over a period not
less than one year and not more than 15 years, or as a lump sum distribution of
the Participant's Account. The payment option selected by the Participant on his
Benefit Agreement may be changed at any time by the Participant by submitting a
new payment selection to the Committee, but a change shall be effective only if
it is received by the Committee at least 12 months before payments under the
Plan commence. The amount of the monthly payments shall be calculated to pay out
over the specified period the entire balance in the Participant's Account as of
his Retirement Date with interest credited monthly on the declining balance at
the Plan Interest Rate. The Participant's Account shall continue to be credited
monthly with interest at the Plan Interest Rate and charged with the monthly
payments to the Participant. The amount of the

                                       9

   14

monthly payments to the Participant shall be adjusted on January 1 of each year
to reflect changes in the Plan Interest Rate and other changes in the
Participant's Account balance.

                    (b) Each Participant who retires under the Pension Plan or
Savings Plan on his Retirement Date prior to the completion of his Deferral
Period shall receive a lump sum distribution in an amount equal to the
Participant's Account balance on his Retirement Date. Such distribution shall be
made no later than one hundred twenty (120) days after the Participant's
Retirement Date.

                    (c) Notwithstanding subparagraph (b) above, a Participant
whose Deferral Period is less than five years may accelerate his Deferrals so
that the sum of the Deferrals at the end of his Deferral Period is equal to five
times his annual Deferral. This acceleration shall be effective beginning with
the Plan Year following the year a new Benefit Agreement indicating an increased
annual Deferral is filed with the Committee. The Participant's Retirement Income
Benefit shall be paid in accordance with the Participant's selection in his
Benefit Agreement.

         5.02.      Termination Benefit. A Participant who terminates employment
prior to retirement or whose designation as an Executive is revoked shall
receive payment of the Participant's Account balance in accordance with the
Participant's election on his Benefit Agreement, either in monthly payments over
three (3) years or as a lump sum distribution. If no election is indicated on
the Participant's Benefit Agreement for termination benefits, the Participant's
termination benefit shall be paid to him in monthly payments over three (3)
years beginning no later than one hundred twenty (120) days after termination of
employment or revocation of designation as an Executive. The termination benefit
selected by the Participant on his Benefit Agreement may be changed at any time
by the Participant by submitting a new termination election to the Committee,
but a change shall be effective only if it is received by the Committee at least
12 months before payments under the Plan commence. The amount of the monthly
payments shall be calculated to pay out over the three-year period the entire
balance in the Participant's Account as of his Retirement Date with interest
credited monthly on the declining balance at the Plan Interest Rate. The
Participant's Account shall continue to be credited monthly with interest at the
Plan Interest Rate and charged with the monthly payments to the Participant. The
amount of the monthly payments to the Participant shall be adjusted on January 1
of each year to reflect changes in the Plan Interest Rate and other changes in
the Participant's Account

                                       10

   15

balance. After receiving a termination benefit, neither the Participant, nor the
Participant's Beneficiary shall be entitled to any further benefit hereunder.

         5.03.      Disability. A Participant who has suffered a Disability
shall be deemed to be an Executive during such period and shall continue to be
eligible for Retirement Income Benefits under Section 5.01 without reduction and
Pre-Retirement and Post-Retirement Survivor Benefits under Sections 6.01 and
7.01. If the Disability occurs within a Deferral Period, and the disabled
Participant is determined by the Committee to be totally and permanently
disabled prior to the completion of the Deferral Period, the Committee shall
excuse him from making additional Deferrals under the applicable Benefit
Agreement, or shall reduce the amount of his required Deferrals, but no amounts
shall be credited to his Account with respect to such excused or reduced
Deferral(s). For all other Plan purposes, a Participant whose Deferrals have
been excused shall be deemed to have made all required Deferrals during his
Deferral Period.

         5.04.      Hardship Withdrawal Benefits. At any time prior to the
commencement of Retirement Income Benefits hereunder, a Participant may request
that the Committee make a distribution to him of all or part of his Account
balance within 120 days. Such distribution shall be made only if the Committee
determines that the Participant is suffering from a financial hardship that
cannot be satisfied from his normal sources of income, and the distribution
shall be limited to the amount required to meet the financial hardship. In
making these determinations, the Committee shall utilize the regulations
proposed or adopted by the U.S. Department of Treasury pursuant to Section
401(k) of the Code and the rules under the Savings Plan. A financial hardship
shall be satisfied from (i) the Plan; (ii) the Supplemental Savings Plan; (iii)
the MCN Energy Group Long-Term Incentive Performance Share Plan; and (iv)
finally from the Savings Plan. After receiving a hardship distribution, neither
the Participant, nor his Beneficiary shall be entitled to any Pre-Retirement
Survivor Benefit hereunder unless the Participant completes two years of
participation after the hardship distribution, in which event the Pre-Retirement
Survivor Benefit shall be based solely on Deferrals after the hardship
distribution. If a Participant dies during the two years of participation after
the hardship distribution, the Pre-Retirement Survivor Benefit shall be computed
as provided in Section 6.01, except that the projection forward shall include
hypothetical annual Deferrals equal to zero.



                                       11

   16
                                   SECTION 6

                        PRE-RETIREMENT SURVIVOR BENEFITS

         6.01.      Pre-Retirement Survivor Benefit. Except as provided in
Sections 2.04, 5.04 and 6.02, if a Participant dies prior to his Retirement Date
while employed by the Company, his Beneficiary shall be entitled to receive an
amount equal to the present value, at the Participant's date of death, of the
Participant's Account balance projected forward to his Normal Retirement Date.
This projection forward will be accomplished by crediting to his Account balance
as of his date of death the amount of a hypothetical Deferral equal to the
average of the Participant's annual Deferrals for the five years immediately
preceding the Participant's death for the year of the Participant's death and
for all subsequent years through and including the year in which the
Participant's Normal Retirement Date falls and crediting interest on the Account
balance and any subsequent hypothetical Deferrals at the Plan Interest Rate in
effect on his date of death in order to arrive at the projected value of his
Account balance as of the Participant's Retirement Date. If the Participant did
not participate in the Plan for five years preceding the year of death, the
average will be computed based on a numerator equal to the total deferral
election in effect for the Deferral Period in which death occurred and a
denominator equal to five. This projected Account balance then will be converted
to its present value on the Participant's date of death using 70% of the
ten-year U.S. Treasury Note interest rate on the latest date such notes were
issued before the Participant's date of death. The pre-retirement survivor
benefit shall be paid in accordance with the Participant's selection in his
Benefit Agreement, either in monthly payments over a period not less than one
year and not more than 15 years, or as a lump sum distribution. The payment
option selected by the Participant on his Benefit Agreement may be changed at
any time by the Participant submitting a new payment selection to the Committee,
but a change shall be effective only if it is received by the Committee at least
12 months before payments under the Plan commence.

         Notwithstanding the foregoing, the Chairman of the Board of Directors
may, at the time of declaring the Executive eligible, designate an Executive to
be eligible only for Retirement Income Benefits and not the Pre-Retirement
Survivor Benefit. In the event of such a designation, the beneficiary of such an
Executive shall not receive any Pre-Retirement Survivor Benefit under this
Section.


                                       12

   17


         6.02       Proof of Insurability. If a new Participant is uninsurable,
or does not cooperate in the application for life insurance, such Participant's
Beneficiary shall not be entitled to receive a Pre-Retirement Survivor Benefit
under Section 6.01. The Beneficiary of such a Participant shall receive a
distribution of an amount equal to the Participant's Account balance as of the
Participant's date of death. Such distribution shall be paid in accordance with
the Participant's selection on his Benefit Agreement, either in monthly payments
over a period not less than one year and not more than 15 years, or as a lump
sum distribution.

         If a Participant, who was insurable at the time participation in the
Plan commenced, elects to increase his Deferral, such increase shall not be
reflected in computing the Pre-Retirement Survivor Benefit under Section 6.01 if
the Participant became uninsurable prior to electing the increased Deferral or
does not cooperate in the application for life insurance.

         6.03. Exclusion for Suicide or Self-Inflicted Injury. Notwithstanding
any other provision of the Plan, no Pre-Retirement Survivor Benefits in excess
of a Participant's Account balance as of his date of death shall be paid to any
Participant or Beneficiary in the event the Participant dies as the result of
suicide or self-inflicted injury within two years after January 1 of the first
year of participation.


                                    SECTION 7
                        POST-RETIREMENT SURVIVOR BENEFITS

         The Beneficiary of a Participant who dies after commencement of his
Retirement Income Benefit shall be entitled to continue to receive the
Retirement Income Benefit payments being made to the Participant under Section
5.01 for the remainder of the period over which benefits were being paid to the
deceased Participant.

                                       13

   18


                                    SECTION 8
                               VESTING OF BENEFITS

         A Participant shall be 100% vested in his benefits under the Plan at
all times except as set forth in Sections 5.02, 6.01, 6.02, 6.03, 9.02, 9.03,
11.02, 11.03 and 11.04. A Participant shall rank as an unsecured creditor of the
Company for all benefits under the Plan.


                                    SECTION 9
                    ADDITIONAL PROVISIONS AFFECTING BENEFITS

         9.01.      Benefit Agreement. The Committee shall provide to each
Executive a form of Benefit Agreement with respect to each Deferral Period for
which the Committee will permit the Executive to make Deferrals. The Benefit
Agreement shall set forth the Executive's acceptance of the benefits provided
hereunder, his agreement to be bound by the terms of the Plan, and such other
matters as are set forth in this Plan or deemed advisable by the Committee.

         9.02.      Leave of Absence. An Executive who is on Leave, with or
without salary, for a period of not more than one year, shall be deemed to be an
Executive employed by the Company during such Leave. An Executive who is on
Leave without salary for a period in excess of one year shall forfeit his
Pre-Retirement Survivor Benefit and shall not be entitled to any Pre-Retirement
Survivor Benefit hereunder unless the Participant completes five years of
participation after such leave in which event the Pre-Retirement Survivor
Benefit shall be based solely on Deferrals after the Leave.

         9.03.      Alternative Forms of Benefit. The Committee in its sole
discretion, at the written request of the recipient submitted to the Committee
no later than 12 months prior to the commencement of benefit distributions to
the recipient, may elect to pay the Participant, Spouse or Beneficiary an
actuarially equivalent lump-sum, annuity or other form of benefit that it deems
appropriate in lieu of the form of benefit otherwise provided in Sections 5, 6
or 7.

         9.04.      Tax Withholding. Benefit payments hereunder shall be subject
to applicable federal, state or local tax withholding laws.

                                       14

   19
                                   SECTION 10
                           ADMINISTRATION OF THE PLAN

         10.01. Duties and Power. The Committee shall be responsible for the
general administration of the Plan and the proper execution of its provisions.
It shall also be responsible for the interpretation of the Plan and the
determination of all questions arising thereunder. It shall maintain all
necessary books of accounts and records. It shall have power to establish,
interpret, enforce, amend, and revoke, from time to time, such rules and
regulations for the administration of the Plan and the conduct of its business
as it deems appropriate, including the right to remedy ambiguities,
inconsistencies and omissions (provided such rules and regulations are uniformly
applied to all persons similarly situated). Any action that the Committee is
required or authorized to take shall be final and binding upon each and every
person who is or may become a Plan Participant or Beneficiary. The Committee may
amend this Plan to comply with changes to the Code, so long as the amendment
does not materially increase the cost of maintaining the Plan or change benefits
to Participants or Beneficiaries.

         10.02. Benefit Statements. No later than 120 days after the end of each
Plan Year, the Committee will provide each Participant with a statement setting
forth the Participant's Account balance as of the last day of the immediately
preceding Plan Year.


                                   SECTION 11
                     AMENDMENT, SUSPENSION, AND TERMINATION

         11.01. Right to Amend or Terminate. The Plan may be amended or
terminated by the Board of Directors at any time. Such amendment or termination
may modify or eliminate any benefit hereunder except that such amendment or
termination shall not affect the rights of Participants or Beneficiaries to the
vested portion of a Participant's Account as of the date of such amendment or
termination.

         11.02. Right to Suspend. If the Board of Directors determines that
payments under the Plan would have a material adverse affect on the Company's
ability to carry on its business, the Board of Directors may suspend such
payments temporarily for such time as in its sole discretion it deems advisable,
but in no event for a period in excess of one year. The Company

                                       15

   20


shall pay such suspended payments in a lump sum immediately upon the expiration
of the period of suspension.

         11.03.     Non-ERISA Plan. The Plan is intended to provide benefits for
"a select group of management or highly compensated employees" within the
meaning of Sections 201, 301 and 401 of ERISA, and therefore to be exempt from
Sections 2, 3 and 4 of Title 1 of ERISA. Accordingly, the Plan shall terminate
and existing Account balances and other benefits In Pay Status shall be paid in
a single, actuarially equivalent lump-sum and no further benefits, vested or
non-vested, shall be paid hereunder in the event it is determined by a court of
competent jurisdiction or by an opinion of counsel that the Plan constitutes an
employee pension benefit plan within the meaning of Section 3(2) of ERISA which
is not so exempt.

         11.04.     Right to Accelerate. The Board of Directors in its sole
discretion may accelerate all vested benefits upon termination of the Plan, and
pay such benefits in a single, actuarially equivalent lump sum.


                                   SECTION 12
                                  MISCELLANEOUS

         12.01.     Right to Continued Employment. Nothing in the Plan shall be
construed as giving any person employed by the Company the right to be retained
in the Company's employ. The Company expressly reserves the right to dismiss any
person at any time, with or without cause, without liability for the effect that
such dismissal might have upon him as a Participant in the Plan.

         12.02.     Prohibition Against Alienation. Except as otherwise provided
in the Plan, no right or benefit under the Plan shall be subject in any manner
to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or
charge, and any attempt to so anticipate, alienate, sell, transfer, assign,
pledge, encumber, or charge the same shall be void. No such right or benefit
shall be liable for or subject to the debts, contracts, liabilities,
engagements, or torts of the person entitled to such right or benefit.

         12.03.     Sayings Clause. If any provision of this instrument shall be
finally held by a court of competent jurisdiction to be invalid or
unenforceable, the remaining provisions hereof shall continue to be fully
effective.

                                       16

   21


         12.04.     Payment of Benefit of Incompetent. In the event the
Committee finds that a Participant, former Participant, or Beneficiary is unable
to care for his affairs because of his minority, illness, accident, or other
reason, any benefits payable hereunder may, unless other claim has been made
therefor by a duly appointed guardian, committee or other legal representative,
be paid to a spouse, child, parent, or other blood relative or dependent or to
any person found by the Committee to have incurred expenses for the support and
maintenance of such Participant, former Participant, or Beneficiary; and any
such payments so made shall be a complete discharge of all liability therefor.

         12.05.     Spouse's Interest. The interest in the benefits hereunder of
a Spouse of a Participant who has predeceased the Participant shall
automatically pass to the Participant and shall not be transferable by such
Spouse in any manner including but not limited to such Spouse's will, nor shall
such interest pass under the laws of intestate succession.

         12.06.     Successors. In the event of any consolidation, merger,
acquisition or reorganization of the Company, the obligations of the Company
under this Plan shall continue and be binding upon the Company and its
successors.

         12.07.     Gender, Number and Heading. Whenever any words are used
herein in the masculine gender, they shall be construed as though they were also
used in the feminine gender in all cases where they would so apply. Whenever any
words used herein are in the singular form, they shall be construed as though
they were also used in the plural form in all cases where they would so apply.
Headings of sections and subsections as used herein are inserted solely for
convenience and reference and constitute no part of the Plan.

         12.08.     Legal Fees and Expenses. The Company shall pay all legal
fees and expenses that a Participant may incur as a result of the Company
contesting the validity, enforceability, or the Participant's interpretation of,
or determinations under this Plan, other than Section 5.04.

         12.09.     Choice of Law. This Plan shall be governed by and construed
in accordance with the laws of the State of Michigan to the extent not
superseded by applicable federal statutes or regulations.

         12.10.     Affiliated Employees. An affiliate of the Company may adopt
the Plan, with the consent of the Company, in order to become a participating
employer under the Plan. A participating employer may withdraw from the Plan by
filing a notice with the Committee.

                                       17


   22

Transfers of employment between participating employers and the Company or other
participating employers will be treated as continuous and uninterrupted service
under the Plan.


                                   SECTION 13
                          CHANGE IN CONTROL PROVISIONS

         13.01      General. In the event of a Change in Control, as defined in
Section 13.06, then, notwithstanding any other provision of the Plan, the
provisions of this Section 13 shall be applicable and shall supersede any
conflicting provisions of the Plan. For purposes of Section 13.06 only, the term
"Company" shall mean MCN Corporation, its successors and assigns.

         13.02      Transfer to Rabbi Trust. The Company has established a trust
pursuant to a Trust Agreement dated January 3, 1991 (the "Rabbi Trust"). The
terms of the Rabbi Trust provide that, in the event of a Change in Control and
thereafter, assets are to be transferred to such Trust to provide benefits under
the Plan. The Company shall make all transfers of funds required by the Rabbi
Trust in a timely manner and shall otherwise abide by the terms of the Rabbi
Trust.

         13.03      Lump Sum Payments. In a Change in Control situation, the
Chairman of MCN shall have the absolute discretion to direct that a lump sum
payment be made to a Participant up to the total value of such Participant's
Account in the year of the Change in Control if such payment will reduce the
amount of any potential excise tax imposed by Code Section 4999.

         13.04      Joint and Several Liability. Upon and at all times after a
Change in Control, the liability under the Plan of the Company and each
Affiliated Employer that has adopted the Plan shall be joint and several so that
the Company and each such Affiliated Employer shall each be liable for all
obligations under the Plan to each employee covered by the Plan, regardless of
the corporation by which such employee is employed.

         13.05      Dispute Procedures. In the event that, upon or at any time
subsequent to a Change in Control, a claim for benefits under the Plan of a
Participant or Beneficiary who has exhausted the claims and appeals procedures
set forth in Section 4.01 and 4.02 is denied in whole or in part, the following
additional procedures shall be applicable:

                                       18
   23


                    (a) Any  amount  that is not in  dispute  shall be paid to
the  Participant or Beneficiary at the time or times provided herein.

                    (b) The Company shall advance to such claimant from time to
time such amounts as shall be required to reimburse the claimant for reasonable
legal fees, costs and expenses incurred by such claimant in seeking a judicial
resolution of his or her claim, including reasonable fees, costs and expenses
relating to appeals; provided, however, that the Company shall not be obligated
to advance to the claimant any amounts under this Section 13.04(b) unless and
until the claimant agrees in writing to repay to the Company, immediately upon
the occurrence of a final judicial determination with respect to such dispute,
any amount of such fees, costs and expenses that is not awarded to such claimant
in a final order of a court of competent jurisdiction.

         13.06      Definition of Change in Control.  A "Change of Control"
means:
                    (a) The acquisition by any individual, entity or group
(within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act")) (a "Person") of beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act)
of 20% or more of either (i) the then outstanding shares of common stock of the
Company (the "Outstanding Company Common Stock") or (ii) the combined voting
power of the then outstanding voting securities of the Company entitled to vote
generally in the election of directors (the "Outstanding Company Voting
Securities"); provided, however, that the following acquisition shall not
constitute a Change of Control: (A) any acquisition directly from the Company
(excluding an acquisition by virtue of the exercise of a conversion privilege),
(B) any acquisition by the Company, (C) any acquisition by any employee benefit
plan (or related trust) sponsored or maintained by the Company or any
corporation controlled by the Company or (D) any acquisition by any corporation
pursuant to a reorganization, merger or consolidation, if, following such
reorganization, merger or consolidation, the conditions described in clauses
(i), (ii) and (iii) of subsection (c) of this Section 13.06 are satisfied; or

                    (b) Individuals who, as of the date hereof, constitute the
Board (the "Incumbent Board") cease for any reason to constitute at least a
majority of the Board; provided, however, that any individual becoming a
director subsequent to the date hereof whose election, or nomination for
election by the Company's shareholders, was approved by a vote of at least a
majority of the directors then comprising the Incumbent Board shall be
considered as though such

                                       19

   24

individual were a member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of office occurs as a
result of either an actual or threatened election contest (as such terms are
used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or
other actual or threatened solicitation of proxies or consents by or on behalf
of a Person other than the Board; or

                    (c)  Approval  by the  shareholders  of the Company of a
reorganization,  merger or consolidation, in each case, unless, following such
reorganization, merger or consolidation, (i) more than 60% of, respectively, the
then outstanding shares of common stock of the corporation resulting from such
reorganization, merger or consolidation and the combined voting power of the
then outstanding voting securities of such corporation entitled to vote
generally in the election of directors is then beneficially owned, directly or
indirectly, by all or substantially all of the individuals and entities who were
the beneficial owners, respectively, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities immediately prior to such reorganization,
merger or consolidation in substantially the same proportions as their
ownership, immediately prior to such reorganization, merger or consolidation, of
the Outstanding Company Common Stock and Outstanding Company Voting Securities,
as the case may be, (ii) no Person (excluding the Company, any employee benefit
plan or related trust) of the Company or such corporation resulting from such
reorganization, merger or consolidation and any Person beneficially owning,
immediately prior to such reorganization, merger or consolidation, directly or
indirectly, 20% or more of the Outstanding Company Common Stock or Outstanding
Voting Securities, as the case may be, beneficially owns, directly or
indirectly, 20% or more of, respectively, the then outstanding shares of common
stock of the corporation resulting from such reorganization, merger or
consolidation or the combined voting power of the then outstanding voting
securities of such corporation entitled to vote generally in the election of
directors and (iii) at least a majority of the members of the board of directors
of the corporation resulting from such reorganization, merger or consolidation
were members of the Incumbent Board at the time of the execution of the initial
agreement providing for such reorganization, merger or consolidation; or

                    (d) Approval by the  shareholders  of the Company of (i) a
complete liquidation or dissolution of the Company or (ii) the sale or other
disposition of all or substantially all of the assets of the Company, other than
to a corporation, with respect to which following such sale or other
disposition, (A) more than 60% of, respectively, the then outstanding shares of
common

                                       20

   25

stock of such corporation and the combined voting power of the then outstanding
voting securities of such corporation entitled to vote generally in the election
of directors is then beneficially owned, directly or indirectly, by all or
substantially all of the individuals and entities who were the beneficial
owners, respectively, of the Outstanding Company Common Stock and Outstanding
Company Voting Securities immediately prior to such sale or other disposition in
substantially the same proportion as their ownership, immediately prior to such
sale or other disposition, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities, as the case may be, (B) no Person
(excluding the Company and any employee benefit plan (or related trust) of the
Company or such corporation and any Person beneficially owning, immediately
prior to such sale or other disposition, directly or indirectly, 20% or more of
the Outstanding Company Common Stock or Outstanding Company Voting Securities,
as the case may be beneficially owns, directly or indirectly, 20% or more of,
respectively, the then outstanding shares of common stock of such corporation
and the combined voting power of the then outstanding voting securities of such
corporation entitled to vote generally in the election of directors and (C) at
least a majority of the members of the board of directors of such corporation
were members of the Incumbent Board at the time of the execution of the initial
agreement or action of the Board providing for such sale or other disposition of
assets of the Company.

         IN WITNESS WHEREOF, MCN Corporation has caused this Plan to be executed
as of this 15th day of December, 1999.

                                             MCN Energy Group Inc.


                                             By:______________________________
                                             Daniel L. Schiffer, Vice President,
                                             General Counsel and Secretary






                                       21

   26





                                MCN ENERGY GROUP

                      EXECUTIVE DEFERRED COMPENSATION PLAN

                             DEFERRAL ELECTION FORM


================================================================================
Employee Name                     | Social Security No.        | I.D. Number

- --------------------------------------------------------------------------------
Address (Number/Street)           | City            | State          | Zip Code

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

In accordance with the terms of the MCN Energy Group Executive Deferred
     Compensation Plan ("Plan") which is hereby incorporated by reference, I
     hereby accept and agree to all the provisions of the Plan and irrevocably
     elect pursuant to Section 2 of the Plan to defer a portion of my
     compensation as indicated below.


         Amount to be Deferred

         I designate the following amounts to be deferred under the terms of the
         Plan:

         $      .00   Annual Incentive Compensation (up to a maximum of 100% of
         ----------   the current year's target Annual Incentive Compensation
                      less the applicable FICA tax)

         $      .00   Annual Base Salary (a minimum required deferral of $3,000
         ----------   up to a maximum of 30% of Annual Base Salary in $1,000
                      increments, but in no event may Annual Base Salary be
                      reduced below the Social Security Wage Base)

         Payment Election

              That the amount deferred shall be paid to me after termination of
              my employment with the Company and its subsidiaries by reason of
              retirement, disability, or death, in the manner specified below:

              ______ Lump-sum payment

              ______ Payment in monthly installments over _____ years (in one
                     year increments, not to exceed 15 years)

         I understand that, in addition to the above payment, I may be eligible
         for a hardship withdrawal pursuant to Section 5 of the Plan.

         Termination Election

              That the amount deferred shall be paid to me after termination of
              my employment with the Company and its subsidiaries for any
              reason, other than retirement, disability or death, or after my
              designation as an Executive is revoked, in the manner specified
              below:

              ___  Lump-sum payment

              ___  Payment in monthly installments over 3 years.

================================================================================
Employee Signature                                        | Date

- --------------------------------------------------------------------------------
Receipt Acknowledged By                  | Title          | Date

================================================================================
Revised July 28, 1998

   27


                                MCN ENERGY GROUP

                      EXECUTIVE DEFERRED COMPENSATION PLAN

                          BENEFICIARY DESIGNATION FORM


================================================================================
Employee Name                   | Social Security No.        | I.D. Number

- --------------------------------------------------------------------------------
Address (Number/Street)   | City                     | State          | Zip Code

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

   I HEREBY DESIGNATE, PURSUANT TO SUBSECTION 1.06 OF THE ABOVE-REFERENCED PLAN,
   THE BELOW DESIGNATED PERSON(S) AS MY BENEFICIARY IN THE EVENT OF MY DEATH:

- --------------------------------------------------------------------------------
 BENEFICIARY'S NAME        | ADDRESS

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

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

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

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

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

   IN THE EVENT ANY OF THE ABOVE-NAMED BENEFICIARIES SHOULD PREDECEASE ME, OR
   SHALL SURVIVE ME BUT DIE BEFORE RECEIVING ALL AMOUNTS TO BE PAID, I HEREBY
   NAME THE FOLLOWING AS A CONTINGENT BENEFICIARY TO RECEIVE ANY SUCH UNPAID
   AMOUNTS:

- --------------------------------------------------------------------------------
 BENEFICIARY'S NAME        | ADDRESS

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

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

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

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

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


   IN THE EVENT NONE OF THE ABOVE-NAMED BENEFICIARIES SURVIVE ME, ANY
   UNPAID AMOUNTS SHALL BE PAID TO MY LAWFUL SUCCESSOR IN INTEREST. I
   RESERVE THE RIGHT TO CHANGE THIS BENEFICIARY DESIGNATION AT ANY TIME BY
   FILING WITH THE COMMITTEE OR ITS DESIGNEE A NEW BENEFICIARY DESIGNATION
   FORM.

   I UNDERSTAND THAT MY MOST RECENT ELECTION AS TO THE BENEFICIARY
   DESIGNATION WILL APPLY TO ALL AWARD AMOUNTS DEFERRED BY ME AT ANY TIME.


- --------------------------------------------------------------------------------
Employee Signature                                         | Date
- --------------------------------------------------------------------------------
Receipt Acknowledged By                      | Title                    | Date

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

   28



                                       MCN

                      EXECUTIVE DEFERRED COMPENSATION PLAN

                              HISTORICAL BACKGROUND



01/01/90      MCN Corporation adopts Plan effective 01/01/90.


02/28/90      MCN Corporation Minutes of Regular Meeting of Board of Directors
              approved an amendment that provides for new definitions of "Cause"
              and "Change in Control" (Section 13).

05/06/92      MCN Corporation Minutes of Regular Meeting of Board of Directors
              approved new Section 1.29, "Social Security Wage Base", effective
              01/01/91; new Section 2.03, "Election of Deferral", effective
              01/01/92; and amended Section 2.09, "Interaction With Other
              Plans", effective 08/01/91; new sentence at the end of Section
              10.01 Administration of the Plan "Duties and Power" effective
              06/01/92.

08/15/92      Plan restated.

07/27/95      MCN Corporation Minutes of Regular Meeting of Board of Directors
              approved the Plan restatement to reflect the fact that not all
              participants [those employed by Genix] are participants in
              MichCon's Pension Plan. The Plan was amended to continue to cover
              employees of MCN who are not part of the Pension Plan.

02/22/96      MCN Corporation Minutes of Regular Meeting of Board of Directors
              approved the Plan restatement effective 1/1/96 to reflect the fact
              an election to defer a bonus amount must be stated in a flat
              dollar amount not to exceed the current year's target bonus. This
              change will enable the Plan Administrator to project the amount of
              the deferral with more certainty for purposes of purchasing
              insurance to fund the benefit that will ultimately be paid. The
              Plan was amended to permit a participant to elect out of the Plan
              after the first year of participation. Certain consequences were
              attached to such election to encourage continued participation.
              The Plan was amended to clarify that if a participant elects to
              increase the amount of an annual deferral, that subsequent
              deferrals may be reduced. However, such reduction may not reduce
              subsequent deferrals to an amount less than the amount of the
              original deferral. The Plan was amended to provide that the
              additional pension benefit and additional savings plan benefit
              will be credited to the participant's account balance. This will
              eliminate confusion as to when those benefits must be paid. The
              Plan was amended to provide participants with the option to elect
              to have termination benefits paid out over a three-year period or
              as a lump sum. If no election is made, termination benefits will
              be paid in monthly installments over three years beginning no
              later than 120 days after termination of employment. The Plan was
              amended to clarify the computation of the

   29


              pre-retirement survivor benefit. The Plan was amended to add a
              provision requiring proof of insurability. The Plan was amended to
              clarify that the change of control provisions relate to the change
              of control of MCN Corporation.

              These amendments are reflected in Section 1.01, "Account"; the
              addition of Sections 1.02, "Additional Pension Plan Benefit" ,
              1.03, "Additional Savings Plan Benefit", and 1.04, (Affiliated
              Employer"; the amendments to Sections 2.01, "Commencement of
              Participation" and 2.03, "Election of Deferral"; the deletion of
              Section 2.04, "Acceleration of Deferral"; the amendment of Section
              2.05, "Forgo Deferral for a Plan Year" and redesignation as
              Section 2.04; the deletion of Section 2.06, "Revocation of
              Deferral"; the amendment and redesignation of Section 2.07 to
              2.05, "Increased Deferral"; the amendment and redesignation of
              Section 2.08 to 2.06, "Establishment of Account"; the amendment
              and redesignation of Section 2.09 to 2.07, "Interaction with Other
              Plans"; amendments to Sections 5.02 "Termination Benefit", 5.04,
              "Hardship Withdrawal Benefits" and 6.01, "Pre-Retirement Survivor
              Benefit"; the addition of new Section 6.02, Proof of
              Insurability"; the redesignation of prior 6.02 to Section 6.03;
              and the amendment to Section 13.01, "General".

08/27/98      MCN Energy Group Inc. Minutes of Regular Meeting of Board of
              Directors approved the Plan amendment and restatement effective
              January 1, 1998, to reflect the change of the Company's name to
              MCN Energy Group Inc and the name of the plan to the MCN Energy
              Group Executive Deferred Compensation Plan.

              Section 1.12 was amended to change the name of the Committee from
              "the Savings Plan Committee under the MichCon Savings and Stock
              Ownership Plan" to the "MCN Energy Group Inc. Master Trust,
              Retirement and Savings Plan Committee."

              Section 2.01 is amended to add that an Executive may become a
              Participant no later than 30 days after he is designated an
              Executive.

              Section 2.06 is amended to revise the third sentence to read as
              shown. Prior to amendment, the sentence read as follows:

                  The Additional Pension Plan Benefit shall be credited to the
                  Participant's Account as of the date of the Participant's
                  retirement under the qualified plan or other termination of
                  employment.

              Section  2.07 was amended to read as shown.  Prior to amendment,
              Section  2.07  read as follows:

                  Interaction with Other Plans. The deferral of Annual Base
                  Salary (but not Annual Incentive Compensation) may result in a
                  reduction of a Participant's benefit under the Pension Plan
                  and the Savings Plan due to restrictions imposed by the IRS on

   30

                  qualified plans. In order to minimize the effect of this
                  reduction, a Participant's Account shall be credited with an
                  Additional Pension Benefit and an Additional Savings Plan
                  Benefit.

              This amendment was necessary due to the addition of bonuses to the
              definition of compensation for purposes of Retirement Plan and
              Savings Plan computations for Cash Balance Participants.

              Sections 5.01 and 6.01 were amended to eliminate the restriction
              on monthly payments of 5, 10, or 15 years and permit monthly
              payments over a period of any number of years from one to 15 and
              to permit a change in payment option if made at least 12 (as
              opposed to 36) months prior to the start of payments under the
              Plan.

              Section 6.02 was amended to reflect the availability of annual
              payments over a period of one to 15 years.

              Section 9.03 was amended to permit a change in payment option if
              made at least 12 (as opposed to 36) months prior to the start of
              payments under the Plan.

12/15/99      MCN Energy Group Inc. Minutes of Regular Meeting of Board of
              Directors approved the Plan amendment and restatement effective
              December 15, 1999, to reflect the following changes:

              Section 1.01 was amended to add "transfers from the MCN Energy
              Group Mandatory Deferred Compensation Plan and MCN Energy Group
              Long-Term Incentive Plan" after "Additional Savings Plan Benefit."

              Section 2.06 is amended to add "transfers from the MCN Energy
              Group Mandatory Deferred Compensation Plan and MCN Energy Group
              Long-Term Incentive Plan shall be credited" before "and
              distributions shall be debited" in the first sentence.

              Sections 13.03, 13.04 and 13.05 were redesignated as Sections
              13.04, 13.05 and 13.06, respectively. A new Section 13.03, Lump
              Sum Payments, was added to read as shown.

EX-10.6

   1
                                                                    EXHIBIT 10.6





                                     MICHCON

                         SUPPLEMENTAL DEATH BENEFIT AND

                             RETIREMENT INCOME PLAN





                (AS AMENDED AND RESTATED EFFECTIVE APRIL 1, 1997)



   2



                                TABLE OF CONTENTS

SECTION                                                                                                           PAGE
- -------                                                                                                           ----
                                                                                                               
 ARTICLE 1 ......................................................................................................  1
      Title
 ARTICLE 2 ......................................................................................................  1
      Definitions
 ARTICLE 3 ......................................................................................................  6
      Purpose
 ARTICLE 4 ......................................................................................................  6
      Effective Date
 ARTICLE 5 ......................................................................................................  6
      Participation
 ARTICLE 6 ......................................................................................................  7
      Benefits
 ARTICLE 7 ...................................................................................................... 10
      Conditions for Benefits
 ARTICLE 8 ...................................................................................................... 12
      Unfunded Plan
 ARTICLE 9 ...................................................................................................... 13
      Assignment
 ARTICLE 10 ..................................................................................................... 13
      Administration
 ARTICLE 11 ..................................................................................................... 14
      Amendment, Suspension or Termination
 ARTICLE 12 ..................................................................................................... 14
      Legal Fees and Expenses
 ARTICLE 13 ..................................................................................................... 15
      No Employment Rights and Not a Contract to Continue in
           Office



   3

                                     MICHCON

                         SUPPLEMENTAL DEATH BENEFIT AND

                             RETIREMENT INCOME PLAN

                      (as amended effective April 1, 1997)

                                   ARTICLE I

                                      TITLE

     The title of this plan shall be the "MichCon Supplemental Death Benefit and
Retirement Income Plan."

                                    ARTICLE 2

                                  DEFINITIONS

     The following words and phrases used herein shall have the following
respective meanings unless the context clearly requires otherwise:

     (1)  Board: The Board of Directors of MCN Energy Group Inc.

     (2)  Cause: Cause shall mean repeated material breaches of an Employee's
          duties of employment which are not cured after receipt by the Employee
          of written notice specifying such breaches or the Employee's
          conviction of a felony involving moral turpitude.

     (3)  Change of Control: Change of Control shall mean:

          (a)  The acquisition by any individual, entity or group (within the
               meaning of Section 13(d)(3) or 14(d)(2) of the Securities
               Exchange Act of 1934 as amended (the "Exchange Act")) (a
               "Person") of beneficial ownership (within the meaning of Rule
               13d-3 promulgated under the Exchange Act) of 20% or more of
               either (1) the then outstanding shares of common stock of MCN
               Energy Group Inc. (the "Outstanding MCN Common Stock") or (ii)
               the combined voting power of the then outstanding voting
               securities of MCN Energy Group Inc. entitled to vote generally in
               the election of directors (the "Outstanding MCN Voting
               Securities"): provided,


   4

               however, that the following acquisitions shall not constitute a
               Change of Control: (i) any acquisition directly from MCN Energy
               Group Inc. (excluding an acquisition by virtue of the exercise of
               a conversion privilege), (ii) any acquisition by MCN Energy Group
               Inc., (iii) any acquisition by any employee benefit plan (or
               related trust) sponsored or maintained by MCN Energy Group Inc.
               or any corporation controlled by MCN Energy Group Inc. or (iv)
               any acquisition by any corporation pursuant to a reorganization,
               merger or consolidation, if, following such reorganization,
               merger or consolidation, the conditions described in clauses (i),
               (ii) and (iii) of subsection (c) of this Section 2 are satisfied;
               or

          (b)  Individuals who, as of the date hereof, constitute the Board of
               Directors of MCN Energy Group Inc. (the "Incumbent Board") cease
               for any reason to constitute at least a majority of the Board;
               provided, however, that any individual becoming a director
               subsequent to the date hereof whose election, or nomination for
               election by MCN Energy Group Inc.'s shareholders, was approved by
               a vote of at least a majority of the directors then comprising
               the Incumbent Board shall be considered as though such individual
               were a member of the Incumbent Board, but excluding, for this
               purpose, any such individual whose initial assumption of office
               occurs as a result of either an actual or threatened election
               contest (as such terms are used in Rule 14a-11 of Regulation
               14A promulgated under the Exchange Act) or other actual or
               threatened solicitation of proxies or consents by or on behalf of
               a Person other than the Board; or

          (c)  Approval by the shareholders of MCN Energy Group Inc. of a
               reorganization, merger or consolidation, in each case, unless,
               following such reorganization, merger or consolidation, (1) more
               than 60% of, respectively, the then outstanding shares of common
               stock of the


   5

               corporation resulting from such reorganization, merger or
               consolidation and the combined voting power of the then
               outstanding voting securities of such corporation entitled to
               vote generally in the election of directors is then beneficially
               owned, directly or indirectly, by all or substantially all of the
               individuals and entities who were the beneficial owners,
               respectively, of the Outstanding MCN Common Stock and Outstanding
               MCN Voting Securities immediately prior to such reorganization,
               merger or consolidation is substantially the same proportions as
               their ownership, immediately prior to such reorganization, merger
               or consolidation, of the Outstanding MCN Common Stock and
               Outstanding MCN Voting Securities, as the case may be, (ii) no
               Person (excluding MCN Energy Group Inc., any employee benefit
               plan or related trust sponsored or maintained by MCN Energy Group
               Inc. or any corporation controlled by MCN Energy Group Inc. or
               such corporation resulting from such reorganization, merger or
               consolidation and any Person beneficially owning, immediately
               prior to such reorganization, merger or consolidation, directly
               or indirectly, 20% or more of the Outstanding MCN Common Stock or
               Outstanding MCN Voting Securities, as the case may be)
               beneficially owns directly or indirectly, 20% or more of,
               respectively, the then outstanding shares of common stock of the
               corporation resulting from such reorganization, merger or
               consolidation or the combined voting power of the then
               outstanding voting securities of such corporation entitled to
               vote generally in the election of directors and (iii) at least a
               majority of the members of the board of directors of the
               corporation resulting from such reorganization, merger or
               consolidation were members of the Incumbent Board at the time of
               the execution of the initial agreement providing for such
               reorganization, merger or consolidation; or


   6

          (d)  Approval by the shareholders of MCN Energy Group Inc. of (i) a
               complete liquidation or dissolution of MCN Energy Group Inc. or
               (ii) the sale or other disposition of all or substantially all of
               the assets of MCN Energy Group Inc., other than to a corporation,
               with respect to which following such sale or other disposition,
               (A) more than 60% of, respectively, the then outstanding shares
               of common stock of such corporation and the combined voting power
               of the then outstanding voting securities of such corporation
               entitled to vote generally in the election of directors is then
               beneficially owned, directly or indirectly, by all or
               substantially all of the individuals and entities who were the
               beneficial owners, respectively, of the Outstanding MCN Common
               Stock and Outstanding MCN Voting Securities immediately prior to
               such sale or other disposition in substantially the same
               proportion as their ownership, immediately prior to such sale or
               other disposition, of the Outstanding MCN Common Stock and
               Outstanding MCN Voting Securities, as the case may be, (B) no
               Person (excluding MCN Energy Group Inc., any employee benefit
               plan or related trust sponsored or maintained by MCN Energy Group
               Inc. or any corporation controlled by MCN Energy Group Inc., or
               such corporation resulting from such reorganization, merger or
               consolidation, and any Person beneficially owning, immediately
               prior to such sale or other disposition, directly or indirectly,
               20% of more of the Outstanding MCN Common Stock or Outstanding
               MCN Voting Securities, as the case may be) beneficially owns,
               directly or indirectly, 20% or more of, respectively, the then
               outstanding shares of common stock of such corporation and the
               combined voting power of the then outstanding voting securities
               of such corporation entitled to vote generally in the election of
               directors and (C) at least a majority of the members of the
               board of directors of such


   7

               corporation were members of the Incumbent Board at the time of
               the execution of the initial agreement or action of the Board
               providing for such sale or other disposition of assets of MCN
               Energy Group Inc.

     (4)  Committee: The Compensation Committee of the Board.

     (5)  Company: Michigan Consolidated Gas Company.

     (6)  Dependent Child: A natural born or legally adopted child, stepchild or
          foster child of an Employee, including children conceived at the date
          of death, which child is unmarried, is not in the armed forces of any
          country, has not attained the age of 21, and prior to the death of the
          Survivor was dependent upon such Survivor for his or her principal
          support and maintenance and, if a stepchild or foster child, resided
          in such Survivor's household. If, with respect to an Employee, there
          are more than four persons who qualify under the preceding sentence at
          anytime, only the four youngest such persons shall be treated as
          qualifying.

     (7)  Directors: Members of the Board who are not also employees of the
          Company or of a Subsidiary.

     (8)  Employees: Key salaried employees of the Company or a Subsidiary who
          are employed in an executive, administrative, or professional
          capacity.

     (9)  Final Annual Salary: The regular basic annual salary for an Employee
          before any payroll deductions, Section 401(k) contributions,
          non-qualified deferred compensation contributions, or cafeteria plan
          election, but excluding bonuses, awards and severance payments. This
          amount shall be determined at the time the employment of the Employee
          ceases as a result of retirement, termination or death.

     (10) Good Reason: Good Reason means (i) a significant change in the
          Employee's authority, duties, responsibilities or status within MCN
          from those which existed immediately prior to the Change in Control;
          (ii) a change (other than a bona fide promotion) in the Employee's
          title or office; (iii) a reduction in the Employee's compensation or
          benefits existing immediately prior to the Change in Control; (iv) a
          change in the Employee's assigned place of employment requiring
          physical relocation,


   8

          or a material change in the Employee's business travel obligations;
          (v) any similar significant change in the requirements,
          responsibilities or compensation of the Employee from the arrangements
          immediately prior to the Change in Control imposed by MCN without the
          express written consent of the Employee; or (vi) any other changes in
          working conditions that a reasonable man holding a similar position
          would find untenable.

     (11) MCN: MCN Energy Group Inc.

     (12) Plan: MichCon Supplemental Death Benefit and Retirement Income Plan.

     (13) Subsidiary: Any corporation in which the Company owns, directly or
          indirectly, stock possessing 50 percent or more of the total combined
          voting power of all classes of stock.

     (14) Survivor: The Employee or the Employee's spouse (if any) whose death
          occurs last.

                                   ARTICLE 3

                                     PURPOSE

     The purpose of the Plan is to improve the ability of the Company and its
Subsidiaries to attract and retain executives and directors.

                                    ARTICLE 4

                                 EFFECTIVE DATE

             The effective date of the Plan shall be June 22, 1988.

                                   ARTICLE 5

                                 PARTICIPATION

     Participation in the Plan is limited to Employees and Directors who are
recommended by the Committee and approved by the Board. No person shall have a
right to participate in the Plan without approval by the Board. Participation in
the Plan shall be evidenced by a written agreement




   9

executed between the Company and the Employee or Director. No person eligible
for benefits under this Plan as an Employee shall be eligible for benefits under
this Plan as a Director.

     No benefit shall be payable to or on behalf of any Director who dies or
retires on or after April 1, 1997.


                                    ARTICLE 6

                                    BENEFITS

A. Pre-Retirement Death Benefit

     Provided the conditions specified in Article 7, Section A are satisfied,
the Company will pay solely to the surviving spouse of an Employee who
participated in the Plan, a pre-retirement death benefit of 1/24th of the
Employee's Final Annual Salary during the month of the Employee's death and
monthly thereafter through and including the month the Employee would have
attained age 65, and thereafter, monthly payments of 1/60th of the Employee's
Final Annual Salary through and including the month in which the Employee would
have attained age 75. All such payments will be made only during the lifetime of
the Employee's surviving spouse and will cease upon the death of said spouse.
With respect to Directors, provided the conditions specified in Article 7,
Section A are satisfied, the Company will pay solely to the surviving spouse of
a Director who participated in the Plan, a pre-retirement death benefit of
$100,000 at the time of the Director's death. Payment will be made only to the
Director's surviving spouse and no payment will be made if there is no surviving
spouse.

B. Post-Retirement Benefit

     Provided the conditions specified in Article 7, Section B are satisfied,
the Company will pay to an Employee or Director who participated in the Plan, a
post-retirement benefit. An Employee who retires prior to age 62 and the
Employee's surviving spouse are not eligible (without approval of the Committee)
to begin receiving any post-retirement benefit until the date that the Employee
attains or would have attained age 62 had the Employee lived. A Director who
ceases to hold office as a Director prior to age 65 is not eligible (without
approval of the Committee) to receive any post-retirement benefit. If such
approval is


   10

obtained, post-retirement benefits will begin on the date the Director attains
or would have attained age 65 had the Director lived, unless otherwise approved
by the Committee.

     An Employee shall elect, at least 30 days prior to the Employee's
retirement (or at least 30 days prior to attaining age 62 if the second
paragraph of Article 7, Section D applies to the Employee), on a form approved
by the Committee, to receive a post-retirement benefit pursuant to any one of
the following options. A Director shall elect, at least 30 days prior to the
Director ceasing to hold office as a Director (or at least 30 days prior to
attaining age 65 if the third paragraph of Article 7, Section D applies to the
Director), on a form approved by the Committee, to receive a post-retirement
benefit pursuant to either Option A or C.

1.   Supplemental Retirement Benefit Options
     OPTION A. The Company will pay to an Employee, in equal monthly payments,
     20% of the Employee's Final Annual Salary each year for each of the first
     10 years following the Employee's retirement from the Company or a
     Subsidiary or following the Employee's attainment of age 62, whichever is
     later. With respect to Directors, the Company will pay to a Director, in
     equal monthly payments, $10,000 each year for each of the first 10 years
     following the Director's ceasing to hold office as a Director. Such
     payments will be made only to the Employee or Director, or in the event of
     the Employee's or Director's death, to the Employee's or Director's
     surviving spouse, and upon the death of the survivor thereof shall cease.

                                       OR

     OPTION B. The Company will pay to an Employee, in equal monthly payments,
     15% of the Employee's Final Annual Salary each year for each of the first
     15 years following the Employee's retirement from the Company or a
     Subsidiary or following the Employee's attainment of age 62, whichever is
     later. Such payments will be made only to the Employee, or in the event of
     the Employee's death, to the Employee's surviving spouse, and upon the
     death of the survivor thereof shall cease.

                                       OR

2.   Post-Retirement Death Benefit Option


   11


     OPTION C. The Company will pay solely to an Employee's surviving spouse,
     the sum of 332% of the Employee's Final Annual Salary upon the later of
     the Employee's death or the date the Employee would have attained age 62
     had the Employee lived. With respect to Directors, the Company will pay
     solely to the Director's surviving spouse, the sum of $100,000 upon the
     death of a Director if the death occurs after the Director ceased to hold
     office as a Director. No payment will be made if there is no surviving
     spouse.

                                       OR

     OPTION D. The Company will pay solely to an Employee's surviving spouse, in
     equal monthly payments, 42% of the Employee's Final Annual Salary each year
     for each of the first 10 years following the later of the Employee's death
     or the date the Employee would have attained age 62 had the Employee lived.
     Such payments will be made only during the lifetime of the Employee's
     surviving spouse and will cease upon the death of said spouse.

                                       OR

     OPTION E. The Company will pay solely to an Employee's surviving spouse, in
     equal monthly payments, 32% of the Employee's Final Annual Salary each year
     for each of the first 15 years following the later of the Employee's death
     or the date the Employee would have attained age 62 had the Employee lived.
     Such payments will be made only during the lifetime of the Employee's
     surviving spouse and will cease upon the death of said spouse.

C.   Dependent Child Benefit

     Provided the conditions specified in Article 7, Section C are satisfied,
the Company will pay to a Dependent Child of an Employee who participated in the
Plan, a dependent child benefit of 1/96th of the Employee's Final Annual Salary
during the month of the Survivor's death and monthly thereafter through and
including the month the Dependent Child attains age 21. All such payments are
limited to persons who qualify as a Dependent Child and no other person shall
receive any dependent child benefit.


   12

D.   Assumption of Liability for Benefits

     The Company will assume Primark Corporation's obligations with respect to
each person who was covered by the Primark Corporation Supplemental Death
Benefit and Retirement Income Plan and who is a Director or Employee of the
Company immediately after the effective date of the spin-off of the Company from
Primark Corporation except for the obligation to the person who, immediately
before the spin-off, was the Chief Executive Officer of Primark Corporation.

                                    ARTICLE 7

                        CONDITIONS FOR BENEFITS BENEFITS

A. Pre-Retirement Death Benefit

     Subject to the following conditions, the pre-retirement death benefit
provided in Article 6, Section A shall be paid to an Employee's or Director's
surviving spouse.

CONDITIONS

     1.   The Employee shall have been in the continuous employ of the Company
          or a Subsidiary from the date of participation in the Plan until the
          time of the Employee's death. With respect to Directors, the Director
          shall have served continuously on the Board from the date of
          participation in the Plan until the time of the Director's death; and

     2.   The Employee shall have died while in the employ of the Company or a
          Subsidiary and prior to the Employee's actual retirement from the
          Company or a Subsidiary. With respect to Directors, the Director shall
          have died while holding office.

B.   Post-Retirement Benefit

     Subject to the following conditions, the post-retirement death benefit
provided in Article 6, Section B1 or B2 shall be paid to an Employee or Director
or the respective surviving Spouse.


   13

     CONDITIONS

     1.   The Employee shall have been in the continuous employ of the Company
          or a Subsidiary from the date of participation in the Plan until the
          time of the Employee's retirement. With respect to Directors, the
          Director shall have served continuously on the Board from the date of
          participation in the Plan until the Director attains age 65, unless
          otherwise approved by the Committee; and

     2.   The Employee shall have retired from the Company or a Subsidiary in
          accordance with the terms of the MichCon Retirement Plan. With respect
          to Directors, the Director shall have ceased to hold office as a
          Director, otherwise than by death.

C.   Dependent Child Benefit

     Subject to the following conditions, the dependent child benefit provided
in Article 6, Section C shall be paid to any person who qualifies as a Dependent
Child.

     CONDITIONS

     1.   The Employee shall have been in the continuous employ of the Company
          or a Subsidiary from the date of participation in the Plan until the
          time of the Employee's death; and

     2.   The Employee shall have died while in the employ of the Company or a
          Subsidiary and prior to the Employee's actual retirement from the
          Company or a Subsidiary; and

     3.   The Employee's spouse (if any) shall have died; and

     4.   A Dependent Child survives.

D.   Continued Services Required

     Except as provided in this Section, all rights to benefits under this Plan
shall terminate upon termination of the Employee's employment with the Company
or a Subsidiary for any reason other than the Employee's death or retirement in
accordance with the terms of the MichCon Retirement Plan. With respect to
Directors, except as provided in this Section, all rights to benefits under this
Plan shall terminate if the Director ceases to hold office as a Director before
the Director attains age 65, unless otherwise approved by the Committee.


   14

     Notwithstanding any other provision of this Plan, if (1) a Change in
Control occurs, (2) the Employee was either admitted to participation in the
Plan on or before July 1, 1988, or the Change in Control occurs more than 12
months (or such shorter period as approved by the Committee) after the Employee
was admitted to participation in the Plan, and (3) within 60 months after the
Change in Control occurs, the employment of the Employee is terminated (i) by
the Company other than for Cause or (ii) by the Employee for Good Reason, then
all rights to benefits under this Plan shall continue as if such termination of
employment had not occurred. A pre-retirement death benefit shall be available
if such person dies prior to attaining age 62, and a post-retirement benefit
shall be available when such person attains age 62.

     Notwithstanding any other provision of this Plan, if (1) a Change in
Control occurs, (2) the Director was either admitted to participation in the
Plan on or before July 1, 1988, or the Change in Control occurs more than 12
months (or such shorter period as approved by the Committee) after the Director
was admitted to participation in the Plan, and (3) as part of or within 60
months after the Change in Control, the Director ceases to hold office otherwise
than (i) removal by the shareholders for Cause, or (ii) resignation by the
Director, then all rights to benefits shall continue as if the Director had
continued to hold office. A pre-retirement death benefit shall be available if
such Director dies prior to attaining age 65, and a post-retirement benefit
shall be available when such Director attains age 65.

     Notwithstanding any other provision of this Plan, if an Employee is
admitted to participation in the Plan, and has reached age 55, and thereafter,
the employment of the Employee is terminated prior to retirement other than for
Cause, then all rights to benefits under this Plan accrued as of the later of
December 31, 1993 or on December 31 of the year the employee reaches age 55
shall continue as if such termination of employment had not occurred. A
pre-retirement death benefit shall be available if such person dies prior to
attaining age 62, and a post-retirement benefit shall be available when such
person attains age 62.



   15
                                   ARTICLE 8

                                 UNFUNDED PLAN

     This Plan shall not be a funded plan. Any insurance Policy or other asset
acquired or held by the Company in connection with this Plan shall not be deemed
to be held by the Company in trust for any person, or to be security for the
performance of any obligations of the Company, but shall be and remain a general
asset of the Company. No person shall have any property interest in any specific
assets of the Company. Any rights acquired pursuant to the Plan shall be those
of an unsecured creditor. The obligation to make payments under this Plan shall
be and remain an unsecured, unfunded general obligation of the Company.

                                    ARTICLE 9

                                   ASSIGNMENT

     No benefit hereunder of any person is assignable or transferable to any
other person nor may such be sold, assigned, conveyed, or otherwise transferred
or hypothecated.

                                   ARTICLE 10

                                 ADMINISTRATION

     This Plan shall be administered by the Committee. The Committee shall have
full authority and responsibility to interpret and administer the terms of the
Plan and may adopt rules and regulations governing the administration of the
Plan.

     The Committee shall be responsible for making recommendations to the Board
with respect to Employees and Directors who are to participate in the Plan. In
discharging this responsibility, the Committee may consult with individual
members of the Board, with the management of the Company or with such other
persons as the Committee may deem appropriate.

     The Board shall determine which Employees and Directors shall participate
in the Plan, based upon the recommendations of the Committee, and the Board's
own consideration of who should participate in the Plan.

   16
     The Committee, in its absolute discretion, may cause benefit payments to
an Employee to commence prior to the Employee attaining age 62 if it deems such
action appropriate to the circumstances.

     The Committee, in its absolute discretion, may provide benefits to a
Director even if the Director fails to hold office until the Director attains
age 65 and may cause benefit payments to such Director to commence prior to the
Director attaining age 65 if it deems such action appropriate to the
circumstances.

     The Committee, in its absolute discretion, may provide benefits to an
Employee or Director even if such person was admitted to participation in the
Plan or the Primark Corporation Supplemental Death Benefit and Retirement Income
Plan within 12 months of a Change in Control.

     Any member of the Committee or of the Board who is being considered for
eligibility or who would be affected by a matter being considered shall not vote
or act on such matter.

                                   ARTICLE 11

                      AMENDMENT, SUSPENSION OR TERMINATION

     MCN's Board of Directors may at any time amend, suspend or terminate the
Plan, or any part thereof, for any purpose; provided, however, that no such
amendment, suspension or termination shall affect any agreement between an
Employee or Director and MCN without the written consent of the Employee or
Director.

                                   ARTICLE 12

                            Legal Fees and Expenses

     MCN shall pay all legal fees and expenses that an Employee or Director
admitted to participation in the Plan, or such Employee's or Director's spouse
or Dependent Child may incur as a result of MCN contesting the validity,
enforceability, or any such person's interpretation of, or determinations under
this Plan; provided, however, MCN shall not be required to pay any fees or
expenses of any such person unsuccessfully seeking to obtain benefits following
a Change in Control based upon termination of employment or removal from Office
for Cause.


   17




                                   ARTICLE 13

                            No Employment Rights and
                      Not a Contract to Continue in Office

     Nothing contained in the Plan and no actions taken pursuant to the
provisions of the Plan shall be construed as a contract of employment between
the Company or a Subsidiary and an Employee, or as a right of any Employee to be
continued in the employment of the Company or a Subsidiary, or as a limitation
of the right of the Company or a Subsidiary to discharge any Employee at any
time, with or without cause, or as a limitation of the right of the Employee to
terminate employment at any time.

     Nothing contained in the Plan and no actions taken pursuant to the
provisions of the Plan shall be construed as a contract for services between the
Company and a Director, or as a right of a Director to continue to serve as a
director, or as a limitation of the right of shareholders to remove a Director
from office, with or without cause, or as a limitation of the right of the
Director to resign from office.

     IN WITNESS WHEREOF, the undersigned officer of the Company has executed
this Plan as of this 1st day of April, 1997.



                                   MICHIGAN CONSOLIDATED GAS COMPANY



                                   By: /s/ Stephen E. Ewing
                                      ------------------------------
                                        Stephen E. Ewing,
                                        President and Chief Executive
                                        Officer

Restated April 1, 1997


   18




                              MCN ENERGY GROUP INC.

                         SUPPLEMENTAL DEATH BENEFIT AND

                           RETIREMENT INCOME AGREEMENT

                                    EMPLOYEE


     THIS AGREEMENT is made this        day of)      ,            , between MCN
Energy Group Inc., a Michigan Corporation, (the "Corporation") and          , an
employee of the Corporation (the "Employee").


                                   WITNESSETH

     WHEREAS, the Employee has agreed to serve as an officer of the Corporation
and the Corporation desires to encourage the Employee to continue to perform his
or her duties in a capable and efficient manner.

     NOW, THEREFORE, in consideration of the foregoing and the benefits to be
derived hereunder, the Corporation and Employee agree as follows:
     The Employee shall receive the benefits of an Employee under the MichCon
Supplemental Death Benefit and Retirement Income Plan ("Plan") as in effect on
this date subject to all the terms and conditions as specified in the Plan. The
Plan and all its provisions are hereby incorporated by reference. The benefits
under this Agreement are in lieu of those otherwise payable by MichCon.


   19




IN WITNESS WHEREOF, the undersigned officer of the Corporation has executed this
agreement an behalf of the Corporation and the Employee has executed this
agreement on the date first above written:



                                    MCN ENERGY GROUP INC.

                                    By:
                                       -----------------------------------

                                    Its: Secretary
                                        ----------------------------------



                                    EMPLOYEE


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

   20




                              MCN ENERGY GROUP INC.

                         SUPPLEMENTAL DEATH BENEFIT AND

                           RETIREMENT INCOME AGREEMENT

                              OPTION ELECTION FORM

                                    EMPLOYEE


Name                                               Soc. Sec. No.
Retirement Date                                    I. D. No.
Name of Spouse                                     Soc. Sec. No.

I hereby elect to receive the following post-retirement benefit under my
Supplemental Death Benefit and Retirement Agreement with MCN Energy Group Inc.
which is subject to all the terms and conditions specified in the MichCon
Supplemental Death Benefit and Retirement Income Plan ("Plan"). The Plan and all
its provisions are hereby incorporated by reference.

                              Option A

                              Option B

                              Option C

                              Option D

                              Option E

I understand that once having retired, I may not change this election.



- ---------------------------                -----------------------------------
  Date                                     Employee


- ---------------------------                -----------------------------------
  Date                                     Witness


   21




                             MCN ENERGY GROUP INC.

                         SUPPLEMENTAL DEATH BENEFIT AND

                           RETIREMENT INCOME AGREEMENT

                                    DIRECTOR

     THIS AGREEMENT is made this     day of        , 19     , between MCN Energy
Group Inc., a Michigan Corporation, (the "Corporation") and                   ,
a non-employee director of the Corporation (the "Director").



                                   WITNESSETH



     WHEREAS, the Director has agreed to serve On the Board of Directors of the
Corporation and the Corporation desires to encourage the Director to continue to
perform his or her duties in a capable and efficient manner.

     NOW, THEREFORE, in consideration of the foregoing and the benefits to be
derived hereunder, the Corporation and Director agree as follows:

     The Director shall receive the benefits of a Director under the MichCon
Supplemental Death Benefit and Retirement Income Plan ("Plan") as in effect as
of January 4, 1989 subject to all the terms and conditions as specified in the
Plan. The Plan and all its provisions are hereby


   22




incorporated by reference. The benefits under this Agreement are in lieu of
those otherwise payable by MichCon.

     IN WITNESS WHEREOF, the undersigned officer of the Corporation has executed
this agreement on behalf of the Corporation and the Director has executed this
agreement on the date first above written:



                                        MCN ENERGY GROUP INC.

                                        By:
                                           --------------------------

                                        Its: Secretary
                                             ------------------------



                                        DIRECTOR



                                        -----------------------------
                                        Director


   23


                              MCN ENERGY GROUP INC.

                         SUPPLEMENTAL DEATH BENEFIT AND

                           RETIREMENT INCOME AGREEMENT

                              OPTION ELECTION FORM

                                    DIRECTOR


Name                                              Soc. Sec. No.
Last Date to Hold Office
Name of Spouse                                    Soc. Sec. No.

I hereby elect to receive the following post-retirement benefit under the
MichCon Supplemental Death Benefit and Retirement Income Plan ("Plan"), subject
to all the terms and conditions specified in the Plan. The Plan and all its
provisions are hereby incorporated by reference.

                                    Option A

                                    Option C


I understand that once having ceased to serve on the Board of Directors of MCN
Energy Group Inc., I may not change this election.



- ------------------------------            ----------------------------------
   Date                                        Director

- ------------------------------                 --------------------------------
   Date                                        Witness


   24


                        MICHIGAN CONSOLIDATED GAS COMPANY

                         SUPPLEMENTAL DEATH BENEFIT AND

                           RETIREMENT INCOME AGREEMENT

                                    EMPLOYEE

     THIS AGREEMENT is made this      day of                19  , between
Michigan Consolidated Gas Company, a Michigan Corporation, (the "Company") and
                  , an employee of the Company (the "Employee").



                                   WITNESSETH



     WHEREAS, the Employee has agreed to serve as an officer of the Company and
the Company desires to encourage the Employee to continue to perform his or her
duties in a capable and efficient manner.


     NOW, THEREFORE, in consideration of the foregoing and the benefits to be
derived hereunder, the Company and Employee agree as follows:
     The Employee shall receive the benefits of an Employee under the MichCon
Supplemental Death Benefit and Retirement Income Plan ("Plan") as in effect on
this date subject to all the terms and conditions as specified in the Plan.


   25




     IN WITNESS WHEREOF, the undersigned officer of the Company has executed
this agreement on behalf of the Company and the employee has executed this
agreement on the date first above written:


                                  MICHIGAN CONSOLIDATED GAS COMPANY

                                  By:
                                     --------------------------------
                                          Stephen E. Ewing


                                  Its: President and Chief Executive
                                          Officer



                                  EMPLOYEE


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

   26



                        MICHIGAN CONSOLIDATED GAS COMPANY

                         SUPPLEMENTAL DEATH BENEFIT AND

                           RETIREMENT INCOME AGREEMENT

                              OPTION ELECTION FORM

                                    EMPLOYEE

Name                                     Soc. Sec. No.
Retirement Date                          I. D. No.
Name of Spouse                           Soc. Sec. No.

I hereby elect to receive the following post-retirement benefit under my
Supplemental Death Benefit and Retirement Agreement with the Company which is
subject to all the terms and conditions specified in the MichCon Supplemental
Death Benefit and Retirement Income Plan ("Plan"). The Plan and all its
provisions are hereby incorporated by reference.

                                    Option A

                                    Option B

                                    Option C

                                    Option D

                                    Option E

I understand that once having retired, I may not change this election.


- -------------------------------              -----------------------------------
     Date                                    Employee


- -------------------------------              -----------------------------------
     Date                                    Witness

EX-10.7

   1

                                                                    EXHIBIT 10.7

                                MCN ENERGY GROUP
                          SUPPLEMENTAL RETIREMENT PLAN

                    (AS RESTATED EFFECTIVE DECEMBER 15, 1999)





   2


12


                                TABLE OF CONTENTS



Section                                                                                                          Page

                                                                                                             
ARTICLE 1 - TITLE.................................................................................................1

ARTICLE 2 - DEFINITIONS...........................................................................................1

ARTICLE 3 - PURPOSE...............................................................................................2

ARTICLE 4 - EFFECTIVE DATE........................................................................................2

ARTICLE 5 - ELIGIBILTIY...........................................................................................2

ARTICLE 6 - EMPLOYERS' OBLIGATION.................................................................................3

ARTICLE 7 - PAYMENT OF BENEFITS...................................................................................3
         Section 7.1.  Form and Timing of Payment ................................................................3
         Section 7.2.  Increase in Section 415 Limit .............................................................4
         Section 7.3.  Recomputation of Plan Benefits Upon Reemployment ..........................................4
         Section 7.4.  Change in Payment Option ..................................................................4
         Section 7.5.  Payments Subject to Golden Parachute Provisions ...........................................5
         Section 7.6.  Transfer to an Affiliated Company .........................................................5

ARTICLE 8 -UNFUNDED PLAN..........................................................................................5

ARTICLE 9 - ADMINISTRATION........................................................................................6

ARTICLE 10 - AMENDMENT AND TERMINATION............................................................................6

ARTICLE 11 - MISCELLANEOUS........................................................................................6
                  Section 11.1 Benefits Non-Assignable............................................................6
                  Section 11.2 No Employment Rights...............................................................6
                  Section 11.3 Law Applicable.....................................................................6
                  Section 11.4 Legal Fees and Expenses............................................................7
                  Section 11.5 Cause..............................................................................7
                  Section 11.6 Successors.........................................................................7



                                       i


   3

                                                                                                             
ARTICLE 12 - CHANGE IN CONTROL PROVISIONS.........................................................................7
                  Section 12.1 General............................................................................7
                  Section 12.2 Transfer to Rabbi Trust............................................................7
                  Section 12.3 Joint and Several Liability........................................................8
                  Section 12.4 Dispute Procedures.................................................................8
                  Section 12.5 Definition of Change in Control....................................................8




HISTORY


                                       ii


   4



                                MCN ENERGY GROUP
                          SUPPLEMENTAL RETIREMENT PLAN
                    (As restated effective December 15, 1999)

         WHEREAS, MCN Energy Group Inc. (the "Company") has previously adopted
the MichCon Supplemental Retirement Plan and the Company desires to make certain
changes in the plan.

         NOW, THEREFORE, effective December 15, 1999, the MichCon Supplemental
Retirement Plan is hereby amended and restated as follows:


                                    ARTICLE 1
                                      TITLE

          The title of this plan shall be the "MCN Energy Group Supplemental
Retirement Plan" and shall be referred to in this document as the "Plan".


                                    ARTICLE 2
                                   DEFINITIONS

          The words and phrases used in the Plan shall have the same meanings as
provided under Article 2 of the MCN Energy Group Retirement Plan (the "Qualified
Plan"), unless otherwise defined in the Plan or the context clearly requires
otherwise.






   5
                                   ARTICLE 3
                                    PURPOSE

         The principal purpose of the Plan is to provide for the payment of
certain benefits that would not otherwise be payable under the Qualified Plan.
Such benefits shall be payable to certain employees of the Company and any other
corporation which is a Participating Employer under the Qualified Plan.


                                    ARTICLE 4
                                 EFFECTIVE DATE

         The effective date of the Plan for the Company shall be March 31, 1988
and for any Participating Employer shall be the date established by resolution
of the Board of Directors of the particular Participating Employer at the time
of adoption of the Plan.


                                    ARTICLE 5
                                   ELIGIBILITY

         All employees of Participating Employers whose benefits under the
Qualified Plan are limited because of the limitation on compensation under
Section 401(a)(17) of the Code, the limitation on benefits and contributions
under Section 415 of the Code, or any other provision of the Code or other law
that the Committee hereafter designates shall be eligible for the benefits
provided by this Plan. Also, all employees of Participating Employers who are
participating in the MCN Energy Group Supplemental Savings Plan shall be
eligible for benefits provided by this Plan. Notwithstanding the foregoing, no
employee shall be eligible for benefits provided by this Plan until such
employee has satisfied the eligibility requirements of the Qualified Plan.





                                       2

   6
                                    ARTICLE 6
                              EMPLOYERS' OBLIGATION

         The Participating Employers shall pay under this Plan any amount that
any eligible employee would have been entitled to receive under the Qualified
Plan but for the limitation on compensation under Section 401(a)(17) of the
Code, the limitation on benefits and contributions under Section 415 of the
Code, and any other provision of the Code or other law that the Committee
hereafter designates. Also, the Participating Employers shall pay under this
Plan any amount that any eligible employee would have been entitled to receive
under the Qualified Plan but for the exclusion of deferrals under the MCN Energy
Group Supplemental Savings Plan from the definition of Primary Monthly Earnings
in the Qualified Plan. Such payments shall be made by the particular
Participating Employer who last employed the employee with respect to whom the
payment is to be made.


                                    ARTICLE 7
                               PAYMENT OF BENEFITS

SECTION 7.1. FORM AND TIMING OF PAYMENT. On the date that a Participant becomes
entitled to a distribution of his or her account in the Qualified Plan
("Retirement Date"), such Participant shall be entitled to receive the benefit
provided under the Plan. All distributions shall be paid out at the end of the
quarter in which the Participant's Retirement Date occurs. As of the end of the
quarter in which his Retirement Date occurs, the Participant's Plan benefit
shall be present-valued at an interest rate equal to the average interest rate
of ten-year U.S. Treasury Notes for the November of the calendar year prior to
the Participant's Retirement Date, or such other rate as set by the Committee
(the "Plan Interest Rate"). Payment of a Participant's Plan benefit shall be
made in accordance with the Participant's selection on his Benefit Agreement
either (1) as a joint and 100% survivor annuity for Participants who are married
as of the Participant's Retirement Date, (2) as a single life annuity for
Participants who are single as of the Participant's Retirement Date, (3) in
annual payments over a period not less than one year and not more than 15 years,
or (4) in one lump sum by the Employer maintaining the accounts. If no payment
election has been made, a Participant's Plan benefit shall be paid as a joint
and 100% survivor annuity for Participants who are married on the Participant's



                                       3




   7

Retirement Date and a single life annuity for Participants who are single on the
Participant's Retirement Date. The amount of the annual payments shall be
calculated to pay out over the specified period the Participant's Plan benefit
as of his Retirement Date with interest credited annually on the declining
balance at the Plan Interest Rate. The amount of the annual payments to the
Participant shall be adjusted at the end of the quarter in which the anniversary
of the Participant's Retirement Date occurs to reflect changes in the Plan
Interest Rate.

         SECTION 7.2. INCREASE IN SECTION 415 LIMIT. If a Participant has
elected to receive an Annuity under the Qualified Plan and such Annuity is
increased subsequent to the Participant's Retirement Date due to an increase in
the Code Section 415 limit, the Participant's Plan Benefit shall be adjusted
accordingly on a prospective basis. If such Participant has elected to receive a
lump sum under the Plan, such Participant or such Participant's beneficiary,
shall be required to make restitution to the Company in an amount equal to the
present value of such Code Section 415 increase.

         SECTION 7.3. RECOMPUTATION OF PLAN BENEFITS UPON REEMPLOYMENT. If a
Participant entitled to a distribution under the Qualified Plan receives his
Plan benefit and is thereafter reemployed prior to incurring five consecutive
Break in Service Years, such Participant's Plan benefit shall be recalculated
upon the Participant's subsequent termination of employment. If such
Participant's recalculated Plan benefit results in an additional payment to the
Participant, such additional payment shall be made in accordance with Section
7.1. If such Participant's recalculated Plan benefit shows that the
Participant's Plan benefit has been overpaid, the Participant shall be required
to make restitution to the Company in an amount equal to such overpayment.

         SECTION 7.4. CHANGE IN PAYMENT OPTION. The payment option selected by a
Participant may be changed at any time by the Participant submitting a new
payment selection to the Committee; however, a change shall be effective only if
it is received by the Committee at least 12 months before payments under the
Plan commence.





                                       4


   8

         SECTION 7.5. PAYMENTS SUBJECT TO GOLDEN PARACHUTE PROVISIONS.
Notwithstanding the above, if payment at the time specified in the first
sentence of this Article 7 would subject the Participant to the excise tax under
Section 4999 of the Code, payment of the Participant's Plan benefit shall be
deferred until the earlier of (a) the date that would have been the
Participant's Normal Retirement Date, Early Retirement Date or Disability
Retirement Date, (b) death of the Participant, or (c) total and permanent
disability or legally established mental incompetency of the Participant.

         SECTION 7.6. TRANSFER TO AN AFFILIATED COMPANY. Benefits for a
Participant who transfers employment from one Employer to an Affiliated Company
shall be subject to Section 3.3 of the Qualified Plan. Such a transfer of
employment shall cause a transfer of the accounts maintained by an Employer for
a Participant if the new Employer has adopted the Plan and the former Employer
transfers cash to the new Employer equal to the amount of the accounts
transferred. In all other events, a transfer of employment shall not cause a
transfer of the accounts maintained by an Employer for a Participant.


                                    ARTICLE 8
                                  UNFUNDED PLAN

         This Plan shall not be a funded plan. Notwithstanding that, the
Participating Employers may set aside or otherwise earmark company assets for
payment of the benefits payable hereunder. Title to and ownership of such assets
shall at all times remain in such company, and no eligible employee shall have
any property interest in any specific assets of such company. Nothing in the
Plan and no action taken pursuant to the provisions of the Plan shall be deemed
to create a trust or fund of any kind or to create a fiduciary relationship. The
obligation to make payments under this Plan shall be and remain an unsecured,
unfunded general obligation of the Participating Employer.






                                       5

   9
                                   ARTICLE 9
                                 ADMINISTRATION

         The Plan shall be administered by the Committee appointed pursuant to
the provisions of Section 14.1 of the Qualified Plan. The Committee shall have
the same powers and duties, and shall be subject to the same limitations, as are
described in the Qualified Plan.


                                   ARTICLE 10
                            AMENDMENT AND TERMINATION

The Plan shall be subject to the same reserved power of amendment and
termination as the Qualified Plan.


                                   ARTICLE 11
                                  MISCELLANEOUS

         SECTION 11.1. BENEFITS NON-ASSIGNABLE. This Plan shall be subject to
the same terms as specified in Section 11.6 of the Qualified Plan, and said
Section is hereby incorporated by reference.

         SECTION 11.2. NO EMPLOYMENT RIGHTS. Nothing contained in the Plan and
no action taken pursuant to the provisions of the Plan shall be construed as a
contract of employment between an employee and the Company or a Participating
Employer, or as a right of any employee to be continued in the employment of the
Company or a Participating Employer, or as a limitation of the right of the
Company or a Participating Employer to discharge any employee at any time, with
or without cause, or as a limitation of the right of the employee to terminate
employment at any time.

         SECTION 11.3. LAW APPLICABLE. This Plan and all actions hereunder shall
be governed by and construed according to the laws of the State of Michigan.






                                       6


   10

         SECTION 11.4. LEGAL FEES AND EXPENSES. The Company shall pay all legal
fees and expenses that any eligible employee may incur as a result of the
Company contesting the validity, enforceability, or such employee's
interpretation of, or determinations under this Plan.

         SECTION 11.5. CAUSE. Cause shall mean repeated material breaches of an
Employee's duties of employment which are not cured after receipt by the
Employee of written notice specifying such breaches or the Employee's conviction
of a felony involving moral turpitude.

         SECTION 11.6.SUCCESSORS. In the event of any consolidation, merger,
acquisition or reorganization of the Company, the obligations of the Company
under this Plan shall continue and be binding upon the Company and its
successors.


                                   ARTICLE 12
                          CHANGE IN CONTROL PROVISIONS

         SECTION 12.1. GENERAL. In the event of a Change in Control, as defined
in Section 12.5, then, notwithstanding any other provision of the Plan, the
provisions of this Section 12 shall be applicable and shall supersede any
conflicting provisions of the Plan.

         SECTION 12.2. TRANSFER TO RABBI TRUST. MCN Energy Group Inc. ("MCN")
has established a trust pursuant to a Trust Agreement dated January 3, 1991 (the
"Rabbi Trust"). The terms of the Rabbi Trust provide that, in the event of a
Change in Control and thereafter, assets are to be transferred to such trust to
provide benefits under the Plan. MCN shall make all transfers of funds required
by the Rabbi Trust in a timely manner and shall otherwise abide by the terms of
the Rabbi Trust.

         SECTION 12.3. JOINT AND SEVERAL LIABILITY. Upon and at all times after
a Change in Control, the liability under the Plan of MCN and each Affiliated
Employer that has adopted the Plan shall be joint and several so that MCN and
each such Affiliated Employer shall each be liable for all obligations





                                       7


   11

under the Plan to each employee covered by the Plan, regardless of the
corporation by which such employee is employed.

         SECTION 12.4. DISPUTE PROCEDURES. In the event that, upon or at any
time subsequent to a Change in Control, a claim for benefits under the Plan of a
Participant or distributee who has exhausted the claims and appeals procedures
set forth in Section 13.7 of the Qualified Plan is denied in whole or in part,
the following additional procedures shall be applicable:
                  (a) Any amount that is not in dispute shall be paid to the
         Participant or distributee at the time or times provided herein.
                  (b) MCN shall advance to such claimant from time to time such
         amounts as shall be required to reimburse the claimant for reasonable
         legal fees, costs and expenses incurred by such claimant in seeking a
         judicial resolution of his or her claim, including reasonable fees,
         costs and expenses relating to appeals; provided, however, that MCN
         shall not be obligated to advance to the claimant any amounts under
         this Section 12.4(b) unless and until the claimant agrees in writing to
         repay to MCN, immediately upon the occurrence of a final judicial
         determination with respect to such dispute, any amount of such fees,
         costs and expenses that is not awarded to such claimant in a final
         order of a court of competent jurisdiction.

         SECTION 12.5. DEFINITION OF CHANGE IN CONTROL. A "Change of Control"
means:

                  (a) The acquisition by any individual, entity or group (within
         the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange
         Act of 1934, as amended (the "Exchange Act")) (a "Person") of
         beneficial ownership (within the meaning of Rule 13d-3 promulgated
         under the Exchange Act) of 20% or more of either (i) the then
         outstanding shares of common stock of MCN (the "Outstanding MCN Common
         Stock") or (ii) the combined voting power of the then outstanding
         voting securities of MCN entitled to vote generally in the election of
         directors (the "Outstanding MCN Voting Securities"); provided, however,
         that the following acquisitions shall not constitute a Change of
         Control: (A) any acquisition directly from




                                       8

   12
         MCN (excluding any acquisition by virtue of the exercise of a
         conversion privilege), (B) any acquisition by MCN, (C) any acquisition
         by any employee benefit plan (or related trust) sponsored or maintained
         by MCN or any corporation controlled by MCN or (D) any acquisition by
         any corporation pursuant to a reorganization, merger or consolidation,
         if, following such reorganization, merger or consolidation, the
         conditions described in clauses (i), (ii) and (iii) of subsection (c)
         of this Section 12.5 are satisfied; or

                  (b) Individuals who, as of the date hereof, constitute the
         Board of Directors of MCN  (the "Incumbent Board") cease for any reason
         to constitute at least a majority of the Board; provided, however, that
         any individual becoming a director subsequent to the date hereof whose
         election, or nomination for election by MCN's shareholders, was
         approved by a vote of at least a majority of the directors then
         comprising the Incumbent Board shall be considered as though such
         individual were a member of the Incumbent Board, but excluding, for
         this purpose, any such individual whose initial assumption of office
         occurs as a result of either an actual or threatened election contest
         (as such terms are used in Rule 14a-11 of Regulation 14A promulgated
         under the Exchange Act) or other actual or threatened solicitation of
         proxies or consents by or on behalf of a Person other than the Board;
         or

                  (c) Approval by the shareholders of MCN of a reorganization,
         merger or consolidation, in each case, unless, following such
         reorganization, merger or consolidation, (i) more than 60% of,
         respectively, the then outstanding shares of common stock of the
         corporation resulting from such reorganization, merger or consolidation
         and the combined voting power of the then outstanding voting securities
         of such corporation entitled to vote generally in the election of
         directors is then beneficially owned, directly or indirectly, by all or
         substantially all of the individuals and entities who were the
         beneficial owners, respectively, of the Outstanding MCN Common Stock
         and Outstanding MCN Voting Securities immediately prior to such
         reorganization, merger or consolidation in substantially the same
         proportions as their ownership, immediately prior to such
         reorganization, merger or consolidation, of the






                                       9
   13
         Outstanding MCN Common Stock and Outstanding MCN Voting Securities, as
         the case may be, (ii) no Person (excluding MCN, any employee benefit
         plan or related trust sponsored or maintained by MCN or any corporation
         controlled by MCN or such corporation resulting from such
         reorganization, merger or consolidation and any Person beneficially
         owning, immediately prior to such reorganization, mergers or
         consolidation, directly or indirectly, 20% or more of the Outstanding
         MCN Common Stock or Outstanding MCN Voting Securities, as the case may
         be) beneficially owns, directly or indirectly, 20% or more of,
         respectively, the then outstanding shares of common stock of the
         corporation resulting from such reorganization, merger or consolidation
         or the combined voting power of the then outstanding voting securities
         of such corporation entitled to vote generally in the election of
         directors and (iii) at least a majority of the members of the board of
         directors of the corporation resulting from such reorganization, merger
         or consolidation were members of the Incumbent Board at the time of the
         execution of the initial agreement providing for such reorganization,
         merger or consolidation; or
                  (d) Approval by the shareholders of MCN of (i) a complete
         liquidation or dissolution of MCN or (ii) the sale or other
         disposition of all or substantially all of the assets of MCN, other
         than to a corporation, with respect to which following such sale or
         other disposition, (A) more than 60% of, respectively, the then
         outstanding shares of common stock of such corporation and the combined
         voting power of the then outstanding voting securities of such
         corporation entitled to vote generally in the election of directors is
         then beneficially owned, directly or indirectly, by all or
         substantially all of the individuals and entities who were the
         beneficial owners, respectively, of the Outstanding MCN Common Stock
         and Outstanding MCN Voting Securities immediately prior to such sale or
         other disposition in substantially the same proportion as their
         ownership, immediately prior to such sale or other disposition, of the
         Outstanding MCN Common Stock and Outstanding MCN Voting Securities, as
         the case may be, (B) no Person (excluding MCN Corporation,




                                       10


   14
         any employee benefit plan or related trust sponsored or maintained by
         MCN or any corporation controlled by MCN Corporation or such
         corporation resulting from such reorganization, merger or consolidation
         and any Person beneficially owning, immediately prior to such sale or
         other disposition, directly or indirectly, 20% or more of the
         Outstanding MCN Common Stock or Outstanding MCN Voting Securities, as
         the case may be) beneficially owns, directly or indirectly, 20% or more
         of, respectively, the then outstanding shares of common stock of such
         corporation and the combined voting power of the then outstanding
         voting securities of such corporation entitled to vote generally in the
         election of directors and (C) at least a majority of the members of the
         board of directors of such corporation were members of the Incumbent
         Board at the time of the execution of the initial agreement or action
         of the Board providing for such sale or other disposition of assets of
         MCN.

         IN WITNESS WHEREOF, the undersigned official of the Company has
executed this Plan as of this 15th day of December, 1999.


                                  MCN ENERGY GROUP INC.


                                  By:
                                     -------------------------------------------
                                      Daniel L. Schiffer, Senior Vice President,
                                      General Counsel and Secretary




Amended and Restated December 15, 1999


                                       11

   15


                                     MICHCON

                          SUPPLEMENTAL RETIREMENT PLAN


02/28/90          MCN Corporation Minutes of Regular Meeting of Board of
                  Directors - Officers of the Corporation are authorized and
                  directed to effect amendments involving a Change in Control
                  and Cause 01/01/90.

08/15/92          Plan restated.

04/30/99          The Plan is amended and restated in accordance with the
                  minutes of the MCN Energy Group Master Trust, Retirement and
                  Savings Plan Committee as follows:

                  The name of the Plan is changed to the MCN Energy Group
                  Supplemental Retirement Plan.

                  Article 7 is deleted in its entirety and replaced with the
                  language as currently reflected. Prior to deletion, the
                  previous Article 7 read as follows:

                           Payments made under this Plan shall be made in all
                           respects at the same time, in the same manner and to
                           the same person as would have been the case under the
                           Qualified Plan had the limitations described in
                           Article 6 not been applicable and the payment had
                           been made under the Qualified Plan.

12/15/99          The Plan is amended to add Section 11.6.








                                       12

EX-10.8

   1
                                                                    EXHIBIT 10.8


                                MCN ENERGY GROUP


                      MANDATORY DEFERRED COMPENSATION PLAN








                    (AS RESTATED EFFECTIVE DECEMBER 15, 1999)












   2


                                TABLE OF CONTENTS




SECTION                                                                                           PAGE
- -------                                                                                           ----
                                                                                            

SECTION 1  - TITLE, PURPOSE AND EFFECTIVE DATE...................................................   1
                  1.01.         Title ...........................................................   1
                  1.02.         Purpose .........................................................   1
                  1.03.         Effective Date ..................................................   1

SECTION 2 - DEFINITIONS         .................................................................   1
                  2.01.         "Account" .......................................................   1
                  2.02.         "Affiliated Company" ............................................   1
                  2.03.         "Annual Base Salary".............................................   1
                  2.04.         "Annual Incentive Compensation" .................................   2
                  2.05.         "Beneficiary"....................................................   2
                  2.06.         "Board of Directors" ............................................   2
                  2.07.         "Code" ..........................................................   2
                  2.08.         "Committee" .....................................................   2
                  2.09.         "Company"........................................................   2
                  2.10.         "Covered Employee" ..............................................   2
                  2.11.         "Deferral".......................................................   2
                  2.12.         "Deferral Form"..................................................   2
                  2.13.         "Deferral Period"................................................   2
                  2.14.         "ERISA"..........................................................   2
                  2.15.         "FICA" ..........................................................   2
                  2.16.         "In Pay Status"..................................................   3
                  2.17.         "Participant"....................................................   3
                  2.18.         "Performance Share Award" .......................................   3
                  2.19.         "Plan"...........................................................   3
                  2.20.         "Plan Interest Rate".............................................   3
                  2.21.         "Plan Year"......................................................   3
                  2.22.         "Restricted Stock Plan"..........................................   3
                  2.23.         "Savings Plan" ..................................................   3
                  2.24.         "Spouse" ........................................................   3
                  2.25.         "Total Compensation" ............................................   3

SECTION 3 - PARTICIPATION       .................................................................   3
                  3.01.         Determination of Covered Employee Status..........................  3
                  3.02.         Commencement of Participation ....................................  4
                  3.03.         Deferral Form ....................................................  4
                  3.04.         Amount of Deferral ...............................................  4
                  3.05.         Increased Deferral ...............................................  4
                  3.06.         Denomination of Deferrals  - General .............................  4
                  3.07.         Denomination of Deferrals - Active Participant Age 65 ............  5
                  3.08.         Establishment of Account .........................................  5
                  3.09.         Interaction with the MCN Energy Group Long-Term Performance
                                Share Plan........................................................  5

SECTION 4  - FUNDING OF BENEFITS..................................................................  5
                  4.01.         Unfunded Plan ....................................................  5
                  4.02.         Dividend Equivalents .............................................  5




                                       i
   3




SECTION                                                                                           PAGE
- -------                                                                                           ----
                                                                                               
SECTION 5 - FORM AND TIMING OF PAYMENT............................................................  6
                  5.01.         Timing of Payment ................................................  6
                  5.02.         Cash Valuation of Account.........................................  6
                  5.03.         Form of Payments..................................................  6
                  5.04.         Change in Payment Option .........................................  6
                  5.05.         Hardship Withdrawal Benefits .....................................  6

SECTION 6 - SELECTION OF AND PAYMENTS TO A BENEFICIARY ...........................................  7
                  6.01.         Beneficiary Designation ..........................................  7
                  6.02.         Change in Beneficiary Designation ................................  7
                  6.03.         Pre-Retirement Survivor Benefit -General .........................  7
                  6.04.         Pre-Retirement Survivor Benefit - Participant Age 65 .............  7
                  6.05.         Post-Retirement Survivor Benefit .................................  8

SECTION 7 - VESTING OF BENEFITS ..................................................................  8

SECTION 8 - ADDITIONAL PROVISIONS AFFECTING BENEFITS..............................................  8
                  8.01.         Tax Withholding ..................................................  8
                  8.02.         Dilution and Other Adjustments ...................................  8

SECTION 9 - ADMINISTRATION OF THE PLAN............................................................  9
                  9.01.         Duties and Power .................................................  9
                  9.02.         Benefit Statements ...............................................  9

SECTION 10 - AMENDMENT, SUSPENSION, AND TERMINATION...............................................  9
                  10.01.        Right to Amend or Terminate ......................................  9
                  10.02.        Right to Suspend .................................................  9
                  10.03.        Non-ERISA Plan ...................................................  9
                  10.04.        Right to Accelerate .............................................. 10

SECTION 11 - MISCELLANEOUS      .................................................................  10
                  11.01.        Right to Continued Employment ...................................  10
                  11.02.        Prohibition Against Alienation...................................  10
                  11.03.        Sayings Clause...................................................  10
                  11.04.        Payment of Benefit of Incompetent................................  10
                  11.05.        Spouse's Interest................................................  10
                  11.06.        Successors.......................................................  10
                  11.07.        Gender, Number and Heading.......................................  11
                  11.08.        Legal Fees and Expenses..........................................  11
                  11.09.        Choice of Law....................................................  11
                  11.10.        Affiliated Employees ............................................  11

SECTION 12 - CHANGE IN CONTROL PROVISIONS........................................................  11
                  12.01.        General..........................................................  11
                  12.02.        Transfer to Rabbi Trust..........................................  11
                  12.03.        Lump Sum Payments................................................  11
                  12.04.        Termination of the Plan .........................................  11
                  12.05.        Joint and Several Liability......................................  12
                  12.06.        Definition of Change in Control..................................  12


Exhibit A
Exhibit B
History



                                       ii
   4

                                MCN ENERGY GROUP
                      MANDATORY DEFERRED COMPENSATION PLAN

                         (AS RESTATED DECEMBER 15, 1999)


                                    SECTION 1
                        TITLE, PURPOSE AND EFFECTIVE DATE

         1.01. Title. The title of this Plan shall be the "MCN Energy Group
Mandatory Deferred Compensation Plan" and shall be referred to in this document
as the "Plan."

         1.02. Purpose. The purpose of the Plan is to promote the success of MCN
Energy Group Inc. (hereinafter referred to "MCN" or as the "Company") by
providing the Company a method to meet the deduction limitation in Section
162(m) of the Internal Revenue Code of 1986, as amended, whereby Covered
Employees of MCN and its Affiliated Companies are required to defer the amount
of compensation payable in one calendar year in excess of $1 million until after
completion of the Deferral Period thereby increasing the employees' personal
interest in the continued success and progress of the Company.

         It is intended that this Plan provide benefits for "a select group of
management or highly compensated employees" within the meaning of Sections 201,
301 and 401 of the Employee Retirement Income Security Act of 1974, as amended
(hereinafter referred to as "ERISA") and, therefore, to be exempt from the
provisions of Parts 2, 3 and 4 of Title I of ERISA.

         1.03. Effective Date. The Plan shall be effective January 1, 1995.


                                    SECTION 2
                                   DEFINITIONS

         The following words and terms used herein shall, unless the context
clearly requires a different meaning, have the respective meanings hereinafter
set forth.

         2.01. "Account" means the record maintained by the Company of each
Participant's Deferrals, credited dividend equivalents and distributions under
the Plan.

         2.02. "Affiliated Company" means any corporation while such corporation
is a member of the same controlled group of corporations (within the meaning of
Section 414(b) of the Code) as MCN or any other employing entity while such
entity is under common control (within the meaning of Section 414(c) of the
Code) with MCN.

         2.03. "Annual Base Salary" means annual base salary payable in the
current Plan Year after any deferrals under Sections 125, 129 or 401(k) of the
Code and after any election to defer an amount under the MCN Executive Deferred
Compensation Plan and the MCN Energy Group Supplemental

   5

Savings Plan and before any payroll deduction for taxes or any other purpose,
but excluding any bonus, fringe benefit or other form of remuneration.

         2.04. "Annual Incentive Compensation" means the cash compensation
earned in the current Plan Year and payable in the subsequent Plan Year under
the MCN Energy Group Annual Performance Plan.

         2.05. "Beneficiary" means the person, persons or entity designated in
writing by the Participant on forms provided by the Company to receive
distribution of certain death benefits under the Plan in the event of the
Participant's death.

         2.06. "Board " means the Board of Directors of MCN.

         2.07. "Code" means the Internal Revenue Code of 1986, as amended.

         2.08. "Committee" means the MCN Energy Group Master Trust, Retirement
and Savings Plan Committee. The Committee is responsible for the administration
of the Plan.

         2.09. "Company" means MCN Energy Group Inc., a Michigan corporation,
its successors and assigns, and any Affiliated Company.

         2.10. "Covered Employee" means any employee with Total Compensation in
excess of $1 million who is employed by the Company on the last day of the
taxable year, and is (i) the chief executive officer ("CEO") of the Company or
is acting in such capacity, or (ii) among the four highest compensated officers
(other than the CEO) whose compensation is required by the Securities Exchange
Act of 1934 to be disclosed in the Company's proxy statement.

         2.11. "Deferral" means the amount of a Participant's Performance Share
Award, Restricted Stock Award, Annual Incentive Compensation and/or Annual Base
Salary that must be deferred in accordance with Section 3 to reduce the
Participant's estimated Total Compensation to an amount less than $1 million for
a Plan Year. The source of the Deferral shall be at the discretion of the
Company's Vice President of Human Resources. Deferral amounts are retained by
the Company as part of its general assets.

         2.12 "Deferral Form" means the deferral form described in Section 3.03
relating to a Participant's commitment to make a Deferral.

         2.13. "Deferral Period" means the period beginning with the date a
Participant first becomes a Covered Employee and ending the day after the date
the Participant is no longer a Covered Employee.

         2.14. "ERISA" means the Employee Retirement Income Security Act of
1974, as amended.

         2.15. "FICA" means the Federal Insurance Contributions Act tax as set
forth in Chapter 26 of the Code.

                                       2
   6

         2.16. "In Pay Status" means a benefit under the Plan that is currently
being paid or that is about to be paid to a Participant or Beneficiary under
Section 5.01, 6.03, 6.04 or 6.05.

         2.17. "Participant" means a Covered Employee who has made a written
election on a properly executed Deferral Form to participate in the Plan in
accordance with Section 3.02.

         2.18. "Performance Share Award" means the final award under the MCN
Energy Group Long-Term Incentive Performance Share Plan that is part of the MCN
Energy Group Stock Incentive Plan.

         2.19. "Plan" means the MCN Energy Group Mandatory Deferred Compensation
Plan, as described herein and as hereafter amended.

         2.20. "Plan Interest Rate" means the average interest rate of 10-year
U.S. Treasury Notes for the November of the prior calendar year, or such other
rate as set by the Committee.

         2.21. "Plan Year" means the period beginning January 1 and ending
December 31 of each year (the calendar year).

         2.22. "Restricted Stock Award" means the final award under the
restricted stock program, which is part of the MCN Energy Group Stock Incentive
Plan.

         2.23. "Savings Plan" means the MCN Energy Group Savings and Stock
Ownership Plan or a successor thereto.

         2.24. "Spouse" means an individual who is legally married to a
Participant under the laws of the State in which the Participant resides, on the
day immediately preceding the Participant's date of death.

         2.25. "Total Compensation" means all remuneration for services received
by an employee in a calendar year that is allowable as a deduction by the
Company under Chapter 1 of the Code, whether or not the services were performed
during the taxable year.


                                    SECTION 3
                                  PARTICIPATION

         3.01. Determination of Covered Employee Status. The Company's Vice
President of Human Resources and Director of Payroll will monitor the Total
Compensation of the CEO and the four highest compensated officers (other than
the CEO) whose compensation is required by the Securities Exchange Act of 1934
to be disclosed in the Company's proxy statement ("Senior Executives"). If the
Vice President and Director estimate that a Senior Executive's Total
Compensation will exceed $1 million for a Plan Year, the Executive will be
designated a Covered Employee, effective immediately. Designation as a Covered
Employee shall be made effective for the Plan Year in which such designation is
made and shall be effective for such Plan Year and each




                                       3
   7

succeeding Plan Year until the earlier of the date (i) the Executive no longer
meets the definition of a Covered Employee, or (ii) the Covered Employee
terminates service with the Company for any reason.

         3.02. Commencement of Participation. An employee shall become a
Participant upon execution of a Deferral Form no later than (i) 15 days after
the execution of this Plan or (ii) 30 days after the employee is determined to
be a Covered Employee. A properly executed Deferral Form shall be effective in
the first pay period immediately following execution of the Deferral Form, and
shall contain the items described in this Section and in Sections 3.03 and 5.01.
Subject to Section 5.04, the mandatory deferral required by the Plan shall be
effective for all Plan Years the Participant is a Covered Employee and shall be
irrevocable.

         3.03. Deferral Form. The Committee shall provide each Covered Employee
with a Deferral Form as set forth in Exhibit A. A Participant shall file a
Deferral Form to defer Total Compensation in excess of $1 million for all Plan
Years in which he is a Covered Employee. A Participant's consent to the
mandatory deferral required by the Plan, as evidenced by his signature on the
Deferral Form, shall be irrevocable during the Deferral Period. The Deferral
Form shall set forth the Covered Employee's acceptance of the benefits provided
hereunder, his agreement to be bound by the terms of the Plan and such other
matters as are set forth in this Plan or deemed advisable by the Committee.

         3.04. Amount of Deferral. A Participant's Deferral shall be equal to an
amount that will reduce the Participant's estimated Total Compensation for the
Plan Year to an amount less than $1 million. However, such annual Deferral shall
not exceed

               (a) 100% of the Performance Share Award less the FICA tax
                   thereon;

               (b) 100% of the Restricted Stock Award less the FICA tax thereon;

               (c) 100% of the Annual Incentive Compensation less the FICA tax
                   thereon; and

               (d) 100% of Annual Base Salary less the FICA tax thereon;

and shall not be less than $10,000.

         3.05. Increased Deferral. A Participant's Deferral shall increase
automatically for each Plan Year in which he is a Participant, up to the limits
set forth in Section 3.04.

         3.06. Denomination of Deferrals - General. Except as provided in
Section 3.07, during the Deferral Period a Participant's Deferral shall be
denominated in MCN common stock valued at an amount equal to the average of the
high and low MCN common stock price on the New York Stock Exchange Composite
Tape for the trading day preceding the day on which a deferral is to be made
("Share Equivalents"). Dividend equivalents shall be credited to the
Participant's Account in accordance with Section 4.02. After completion of the
Deferral Period, the Participant's Account shall be valued on a cash basis with
interest credited annually, as provided in Section 5.01.

         3.07. Denomination of Deferrals - Active Participants At Age 65. If a
Participant attains age 65 while actively employed by the Company, the
Participant's Account will be valued on a cash basis



                                       4
   8

on the Valuation Date, in accordance with Section 5.01(a). For purposes of the
interaction between Section 5.01(a) and this section, the Valuation Date shall
be the day the active Participant attains age 65. Interest shall be credited to
such cash basis Account on a quarterly basis as of the end of the month in which
dividend equivalents would be credited to a Participant's account under Section
4.02 at the Plan Interest Rate in effect for the year in which the account is
credited.

         3.08. Establishment of Account. The Committee shall establish an
Account for each Participant to which the Participant's Deferrals shall be
credited, dividend equivalents in accordance with Section 4.02 shall be
reinvested, interest shall be credited in accordance with Section 3.07 or
Section 5.01(a), and distributions shall be debited.

         3.09. Interaction with the MCN Energy Group Long-Term Performance Share
Plan. The amount of any Total Compensation required to be deferred under this
Plan shall be deemed to be deferred in accordance with Section 10.1 of the MCN
Energy Group Long-Term Performance Share Plan.


                                    SECTION 4
                               FUNDING OF BENEFITS

         4.01. Unfunded Plan. The Plan shall be unfunded. All benefits payable
under the Plan shall be paid from the Company's general assets. The Company
shall not be required to set aside or hold in trust any funds for the benefit of
a Participant or Beneficiary, who shall have the status of a general unsecured
creditor with respect to the Company's obligation to make benefit payments
pursuant to the Plan. Any assets of the Company available to pay Plan benefits
shall be subject to the claims of the Company's general creditors and may be
used by the Company in its sole discretion for any purpose.

         4.02. Dividend Equivalents. Dividend equivalents equal to 50% of the
dividends payable on MCN common stock shall be credited to a Participant's
Account during the Deferral Period based on the number of Share Equivalents held
in such Participant's Account. Dividends credited to a Participant's Account
shall be reinvested in Share Equivalents based on the average of the high and
low MCN common stock price on the dividend payment date. Alternatively, a
Participant may elect on his Deferral Form to have all of such dividend
equivalents paid directly to him in cash during the Plan Year. A Participant's
election regarding dividend equivalents shall be effective for all dividend
equivalents credited for all Share Equivalents on the January 1 immediately
following execution of his Deferral Form and shall remain in effect until
revoked by the Participant. Revocation of a dividend equivalent election shall
be effective on the January 1 immediately following revocation. A Participant's
election may be overridden at the discretion of the Company's Vice President of
Human Resources if necessary to comply with Section 3.04.




                                       5
   9
                                   SECTION 5
                           FORM AND TIMING OF PAYMENT

         5.01. Timing of Payment. After completion of his Deferral Period, a
Participant shall be entitled to a distribution of his Account at the end of the
quarter in which his Deferral Period ends. The distribution of the Participant's
Account shall be made in accordance with the Participant's selection on his
Deferral Form; either (i) in annual payments over a period not less than one
year and not more than 15 years, in one year increments, or (ii) as a lump sum
distribution. If no Deferral Form is on file or no distribution option is
indicated on the Deferral Form, the Participant's Account shall be distributed
in one lump sum. If a Participant elects annual payments, the initial payment
shall be made at the end of the quarter in which his Deferral Period ends. All
subsequent annual payments shall be made at the end of the quarter in which the
anniversary of the Participant's Valuation Date occurs ("Anniversary Date").

         5.02. Cash Valuation of Account. As of the date the Deferral Period
ends ("Valuation Date"), the Participant's Account shall be valued on a cash
basis, using the average of the high and low MCN common stock price on the New
York Stock Exchange Composite Tape on the Valuation Date. Such cash valuation
shall be used for purposes of determining the amount of interest to be credited
to the Participant's Account during the period annual distributions are made to
the Participant ("Payout Period") and for purposes of determining the number of
shares of MCN common stock that will be distributed to a Participant during the
Payout Period. Interest shall be credited annually as of the Anniversary Date on
the declining cash balance at the Plan Interest Rate in effect for the year in
which the distribution is made.

         5.03. Form of Payments. Notwithstanding the fact that a Participant's
Deferred Account shall be valued on a cash basis as of the Valuation Date, the
distribution to a Participant shall be paid in MCN common stock. The number of
shares of Common Stock to be distributed shall equal the number of shares
(rounded up to the next whole number of shares) such cash-valued Deferred
Account, divided by the number of payments remaining in the Payout Period, could
have purchased based on the average of the high and low Common Stock price on
the New York Stock Exchange Composite Tape on the fifth trading-day prior to the
end of the quarter in which Valuation Date (or Anniversary Date for all
subsequent payments) occurs. The number of shares distributed annually shall be
determined by amortizing the cash value of the Participant's Deferred Account
over the Payout Period. Interest shall be credited annually on the declining
balance at the Plan Interest Rate. The number of shares distributed annually to
the Participant shall be recalculated on the Participant's Anniversary Date to
reflect changes in the Plan Interest Rate, the decrease in the number of annual
payments left to be made, and other changes to the Participant's Deferred
Account balance. The amortization schedule shall be updated annually to reflect
the average 10-year Treasury Note interest rate for the fifth trading-day prior
to the end of the quarter in which Valuation Date (or Anniversary Date for all
subsequent payments) in which the distribution is to be made.

         5.04. Change in Payment Option. A Participant may change the payment
option selected by him on his Deferral Form at any time by submitting a new
payment selection to the Committee. However, a change in payment option shall be
effective only if the Committee receives the new payment selection at least 12
months before payments under the Plan commence.

         5.05. Hardship Withdrawal Benefits. At any time prior to a distribution
in accordance with Section 5.01, a Participant may request that the Committee
make a distribution to him of all or part of his Account within 120 days. Such
distribution shall be made only if the Committee determines that


                                       6
   10

the Participant is suffering from a financial hardship that cannot be satisfied
from his normal sources of income, and the distribution shall be limited to the
amount required to meet the financial hardship. In making these determinations,
the Committee shall utilize the regulations proposed or adopted by the U.S.
Department of Treasury pursuant to Section 401(k) of the Code and the rules
under the Savings Plan. A financial hardship shall be satisfied from (i) a loan
under the provisions of the Savings Plan, (ii) the MCN Executive Deferred
Compensation Plan, (iii) the Supplemental Savings Plan, and (iv) the MCN Energy
Group Long-Term Incentive Performance Share Plan, before a hardship distribution
may be made from the Plan.


                                    SECTION 6
                   SELECTION OF AND PAYMENTS TO A BENEFICIARY

         6.01. Beneficiary Designation. A Participant shall designate a
Beneficiary on his Beneficiary Designation Form, as provided in Exhibit B. The
designation of a Beneficiary other than the Participant's Spouse must be
consented to in writing by the Spouse. If a Participant has not designated a
Beneficiary, or if a designated Beneficiary is not living or in existence at the
time of a Participant's death, any death benefits payable under the Plan shall
be paid to the Participant's Spouse, if then living, and if the Participant's
Spouse is not then living, to the Participant's estate.

         6.02. Change in Beneficiary Designation. A Participant may change the
designated Beneficiary, subject to the restriction in Section 6.01, from time to
time by filing a new written designation with the Committee. Such designation
shall be effective upon receipt by the Committee.

         6.03. Pre-Retirement Survivor Benefit - General. If a Participant dies
prior to completion of the Deferral Period, his Beneficiary shall be entitled to
receive a distribution of the Participant's Account. The Beneficiary shall
receive the number of shares of MCN common stock deemed to be held in the
Participant's Account on his date of death. The distribution shall be paid in
accordance with the Participant's selection on his Deferral Form; either in
annual payments over a period not less than one year and not more than 15 years,
in one year increments, or as a lump sum distribution. Payments to the
Beneficiary shall begin as soon as practicable, but in no event later than one
year following the Participant's death. If the Participant had elected to
receive annual payments on his Deferral Form, subsequent payments to the
Beneficiary shall be made at the end of the quarter in which the anniversary of
the Participant's death occurs.

         6.04. Pre-Retirement Survivor Benefit - Participant Age 65. If a
Participant, who has attained age 65, dies prior to completion of the Deferral
Period, his Beneficiary shall be entitled to receive a distribution of the
Participant's Account. Notwithstanding the fact that the Participant's Account
was valued on a cash basis as of the Participant's sixty-fifth birthday, the
distribution to his Beneficiary shall be paid in MCN common stock equal to the
number of shares such cash-valued Account could purchase based on the average of
the high and low price of MCN common stock on the New York Stock Exchange
Composite Tape on the day of the Participant's death. The distribution shall be
paid in accordance with the Participant's selection on his Deferral Form; either
in annual payments over a period not less than one year and not more than 15
years, in one year increments, or as a lump sum distribution. Payments to the
Beneficiary shall begin as soon as practicable, but in no event later than one
year following the Participant's death. If the Participant had elected to
receive annual payments on his Deferral Form, subsequent payments to the
Beneficiary shall be made on each January 1 after the date of the Participant's
death.
                                       7
   11

         6.05. Post-Retirement Survivor Benefit. If a Participant dies
subsequent to the start of his distribution payments under Section 5.01, his
Beneficiary shall be entitled to continue to receive the distribution of the
Participant's Account for the remainder of the period over which benefits were
being paid to the deceased Participant.


                                    SECTION 7
                               VESTING OF BENEFITS

         A Participant shall be 100% vested in his benefits under the Plan at
all times, except as set forth in Sections 8.02, 10.02, 10.03 and 10.04. A
Participant shall rank as an unsecured creditor of the Company for all benefits
under the Plan.


                                    SECTION 8
                    ADDITIONAL PROVISIONS AFFECTING BENEFITS

         8.01. Tax Withholding. Benefit payments hereunder shall be subject to
applicable federal, state or local tax withholding laws. A Participant shall be
responsible for making payment to MCN or a participating Affiliated Company, as
appropriate, in an amount equal to the income payroll tax withholdings on the
fair market value of the payments made in accordance with Section 5.01. A
Participant may sell up to 50 percent of a distribution made under Section 5.01
on the open market to facilitate payment of the tax withholdings. In no
circumstance will the Company purchase or otherwise issue cash for any stock
distributed under this Plan.

         8.02. Dilution and Other Adjustments. In the event of any change in the
outstanding shares of MCN common stock by reason of any stock dividend, stock
split, recapitalization, merger, consolidation, spin-off, reorganization,
combination or exchange of shares or other similar corporate change, the
Committee, in its sole discretion, shall make the appropriate adjustment in each
Participant's Account. If any such adjustment shall result in a fractional
share, such fraction shall be disregarded. Such adjustments made by the
Committee shall be conclusive and binding for all purposes of the Plan.


                                       8
   12

                                    SECTION 9
                           ADMINISTRATION OF THE PLAN

         9.01. Duties and Power. The Committee shall be responsible for the
general administration of the Plan and the proper execution of its provisions.
It shall also be responsible for the interpretation of the Plan and the
determination of all questions arising thereunder. It shall maintain all
necessary books of accounts and records. It shall have power to establish,
interpret, enforce, amend, and revoke, from time to time, such rules and
regulations for the administration of the Plan and the conduct of its business
as it deems appropriate, including the right to remedy ambiguities,
inconsistencies and omissions (provided such rules and regulations are uniformly
applied to all persons similarly situated). Any action that the Committee is
required or authorized to take shall be final and binding upon each and every
person who is or may become a Plan Participant or Beneficiary. The Committee may
delegate its authority to administer the Plan.

         9.02. Benefit Statements. No later than 120 days after the end of each
Plan Year, the Committee will provide each Participant with a statement setting
forth the Participant's Account balance as of the last day of the immediately
preceding Plan Year.


                                   SECTION 10
                     AMENDMENT, SUSPENSION, AND TERMINATION

         10.01. Right to Amend or Terminate. The Plan may be amended or
terminated by the Board at any time. Such amendment or termination may modify or
eliminate any benefit hereunder except that such amendment or termination shall
not affect the rights of Participants or Beneficiaries to the vested portion of
a Participant's Account as of the date of such amendment or termination. The
Committee may amend this Plan to comply with changes to the Code, so long as the
amendment does not materially increase the cost of maintaining the Plan or
decrease benefits to Participants or Beneficiaries.


         10.02. Right to Suspend. If the Board determines that payments under
the Plan would have a materially adverse affect on the Company's ability to
carry on its business, the Board may suspend such payments temporarily for such
time as in it sole discretion it deems advisable, but in no event for a period
in excess of one year. During the period of suspension, the payment of dividend
equivalents shall continue to be made in cash to the Participant in accordance
with Section 4.02. The Company shall pay such suspended payments in a lump sum
distribution of MCN common stock immediately upon the expiration of the period
of suspension.

         10.03. Non-ERISA Plan. The Plan is intended to provide benefits for "a
select group of management or highly compensated employees" within the meaning
of Sections 201, 301 and 401 of ERISA, and therefore to be exempt from Sections
2, 3 and 4 of Title 1 of ERISA. Accordingly, the Plan shall terminate and,
existing Account balances and other benefits In Pay Status shall be paid in a
single, actuarially equivalent lump-sum and no further benefits, vested or
non-vested, shall be paid hereunder in the event it is determined by a court of
competent jurisdiction or by an opinion of counsel



                                       9
   13

that the Plan constitutes an employee pension benefit plan within the meaning of
Section 3(2) of ERISA which is not so exempt.

         10.04. Right to Accelerate. The Board in its sole discretion may
accelerate all vested benefits upon termination of the Plan, and pay such
benefits in a single, actuarially equivalent lump-sum distribution of MCN common
stock.


                                   SECTION 11
                                  MISCELLANEOUS

         11.01 Right to Continued Employment. Nothing in the Plan shall create
or be construed as a contract between the Company and employees for any matter
including giving any person employed by the Company the right to be retained in
the Company's employ. The Company expressly reserves the right to dismiss any
person at any time, with or without cause, without liability for the effect that
such dismissal might have upon him as a Participant in the Plan.

         11.02. Prohibition Against Alienation. Except as otherwise provided in
the Plan, no right or benefit under the Plan shall be subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or
charge, and any attempt to so anticipate, alienate, sell, transfer, assign,
pledge, encumber, or charge the same shall be void. No such right or benefit
shall be liable for or subject to the debts, contracts, liabilities,
engagements, or torts of the person entitled to such right or benefit.

         11.03. Sayings Clause. If any provision of this Plan is held by a court
of competent jurisdiction to be invalid or unenforceable, such invalidity or
unenforceability shall not affect any other provision and the remaining
provisions hereof shall continue to be construed and enforced as if the invalid
or unenforceable provision had not been included.

         11.04. Payment of Benefit of Incompetent. In the event the Committee
finds that a Participant, former Participant, or Beneficiary is unable to care
for his affairs because of his minority, illness, accident, or other reason, any
benefits payable hereunder may, unless other claim has been made therefor by a
duly appointed guardian, committee or other legal representative, be paid to a
spouse, child, parent, or other blood relative or dependent or to any person
found by the Committee to have incurred expenses for the support and maintenance
of such Participant, former Participant, or Beneficiary; and any such payments
so made shall be a complete discharge of all liability therefor.

         11.05. Spouse's Interest. The interest in the benefits hereunder of a
Spouse who has predeceased the Participant shall automatically pass to the
Participant and shall not be transferable by such Spouse in any manner including
but not limited to such Spouse's will, nor shall such interest pass under the
laws of intestate succession.

         11.06. Successors. In the event of any consolidation, merger,
acquisition or reorganization of the Company, the obligations of the Company
under this Plan shall continue and be binding upon the Company and its
successors.


                                       10
   14

         11.07. Gender, Number and Heading. Whenever any words are used herein
in the masculine gender, they shall be construed as though they were also used
in the feminine gender in all cases where they would so apply. Whenever any
words used herein are in the singular form, they shall be construed as though
they were also used in the plural form in all cases where they would so apply.
Headings of sections and subsections as used herein are inserted solely for
convenience and reference and constitute no part of the Plan.

         11.08. Legal Fees and Expenses. The Company shall pay all legal fees
and expenses that a Participant may incur as a result of the Company contesting
the validity, enforceability, or the Participant's interpretation of, or
determinations under this Plan, other than Section 5.04.

         11.09. Choice of Law. This Plan shall be governed by and construed in
accordance with the laws of the State of Michigan to the extent not superseded
by applicable federal statutes or regulations.

         11.10. Affiliated Employees. Transfers of employment between Affiliated
Companies and the Company or other Affiliated Companies will be treated as
continuous and uninterrupted service under the Plan.


                                   SECTION 12
                          CHANGE IN CONTROL PROVISIONS

         12.01. General. In the event of a Change in Control, as defined in
Section 12.06, then notwithstanding any other provision of the Plan, the
provisions of this Section 12 shall be applicable and shall supersede any
conflicting provisions of the Plan.

         12.02. Transfer to Rabbi Trust. The Company has established a trust
pursuant to a Trust Agreement dated January 3, 1991 (the "Rabbi Trust"). The
terms of the Rabbi trust provide that, in the event of a Change in Control and
thereafter, assets are to be transferred to such trust to provide benefits under
the Plan. The Company shall make all transfers of funds required by such Rabbi
trust in a timely manner and shall otherwise abide by the terms of such Rabbi
trust.

         12.03. Lump Sum Payments. In a Change in Control situation, the
Committee shall have the absolute discretion to direct that a lump sum payment
be made to an active Participant up to the total value of such Participant's
account in the year of the Change in Control if such payment will reduce the
amount of any potential excise tax imposed by Code Section 4999. In addition, if
a Participant retires or otherwise terminates employment with the Company as a
result of the closing of a Change in Control situation, the Committee shall have
the absolute discretion to direct that a lump sum payment be made to such
Participant by the end of the quarter in which such Participant retires or
otherwise terminates employment with the Company.

         12.04. Termination of the Plan. If the provisions of Section 12.02 are
overridden by the terms of a merger agreement in a Change in Control situation,
the Plan shall be terminated upon consummation of the Change in Control
transaction. By the end of the quarter in which the Plan is terminated, the
account balance of (a) any inactive Participant shall be paid to him in a lump
sum and



                                       11
   15

(b) any active Participant remaining after payments made in accordance with
Section 12.03(a) shall be transferred to the MCN Energy Group Executive Deferred
Compensation Plan. An inactive Participant shall be paid based on the cash
valuation of his account on his Valuation Date, plus interest to the end of the
quarter in which payment is made. An active Participant's account shall be
transferred to the MCN Energy Group Executive Deferred Compensation Plan at a
cash value equal to the greater of a Common Stock price of $28.50 or .775 times
the DTE Energy common stock price offered to the Company's shareholders upon the
consummation of the Change in Control transaction.

         12.05. Joint and Several Liability. Upon and at all times after a
Change in Control, the liability under the Plan of the Company and each
Affiliated Company that has adopted the Plan shall be joint and several so that
the Company and each such Affiliated Company shall each be liable for all
obligations under the Plan to each employee covered by the Plan, regardless of
the corporation by which such employee is employed.

         12.06. Definition of Change in Control. A "Change of Control" means:

                (a) The acquisition by any individual, entity or group (within
the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of
1934, as amended (the "Exchange Act")) (a "Person") of beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or
more of either (i) the then outstanding shares of common stock of the Company
(the "Outstanding Company Common Stock") or (ii) the combined voting power of
the then outstanding voting securities of the Company entitled to vote generally
in the election of directors (the "Outstanding Company Voting Securities");
provided, however, that the following acquisition shall not constitute a Change
of Control: (A) any acquisition directly from the Company (excluding an
acquisition by virtue of the exercise of a conversion privilege), (B) any
acquisition by the Company, (C) any acquisition by any employee benefit plan (or
related trust) sponsored or maintained by the Company or any corporation
controlled by the Company or (D) any acquisition by any corporation pursuant to
a reorganization, merger or consolidated, if, following such reorganization,
merger or consolidation, the conditions described in clauses (i), (ii) and (iii)
or subsection (c) of this Section 12.06 are satisfied; or

                (b) Individuals who, as of the date hereof, constitute the Board
(the "Incumbent Board") cease for any reason to constitute at least a majority
of the Board; provided, however, that any individual becoming a director
subsequent to the date hereof whose election, or nomination for election by the
Company's shareholders, was approved by a vote of at least a majority of the
directors then comprising the Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of office occurs as a
result of either an actual or threatened election contest (as such terms are
used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or
other actual or threatened solicitation of proxies or consents by or on behalf
of a Person other than the Board; or

                (c) Approval by the shareholders of the Company of a
reorganization, merger or consolidation, in each case, unless, following such
reorganization, merger or consolidation, (i) more than 60% of, respectively, the
then outstanding shares of common stock of the corporation resulting from such
reorganization, merger or consolidation and the combined voting power of the
then outstanding voting securities of such corporation entitled to vote
generally in the election of directors is


                                       12
   16

then beneficially owned, directly or indirectly, by all or substantially all of
the individuals and entities who were the beneficial owners, respectively, of
the Outstanding Company Common Stock and Outstanding Company Voting Securities
immediately prior to such reorganization, merger or consolidation in
substantially the same proportions as their ownership, immediately prior to such
reorganization, merger or consolidation, of the Outstanding Company Common Stock
and Outstanding Company Voting Securities, as the case may be (ii) no person
(excluding the Company, any employee benefit plan or related trust) of the
Company or such corporation resulting from such reorganization, merger or
consolidation and any Person beneficially owning, immediately prior to such
reorganization, merger or consolidation, directly or indirectly, 20% or more of
the Outstanding Company Common Stock or Outstanding Voting Securities, as the
case may be beneficially owns, directly or indirectly, 20% or more of,
respectively, the then outstanding shares of common stock of the corporation
resulting from such reorganization, merger or consolidation or the combined
voting power of the then outstanding voting securities or such corporation
entitled to vote generally in the election of directors and (iii) at least a
majority of the members of the board of directors of the corporation resulting
from such reorganization, merger or consolidation were members of the Incumbent
Board at the time of the execution of the initial agreement providing for such
reorganization, merger or consolidation; or

                (d) Approval by the shareholders of the Company of (i) a
complete liquidation or dissolution of the Company or (ii) the sale or other
disposition of all or substantially all of the assets of the Company, other than
to a corporation, with respect to which following such sale or other
disposition, (A) more than 60% of, respectively, the then outstanding shares of
common stock of such corporation and the combined voting power of the then
outstanding voting securities of such corporation entitled to vote generally in
the election of directors is then beneficially owned, directly or indirectly, by
all or substantially all of the individuals and entities who were the beneficial
owners, respectively, of the Outstanding Company Common Stock and Outstanding
Company Voting Securities immediately prior to such sale or other disposition in
substantially the same proportion as their ownership, immediately prior to such
sale or other disposition, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities, as the case may be, (B) no person
(excluding the Company and any employee benefit plan (or related trust) of the
Company or such corporation and any Person beneficially owning, immediately
prior to such sale or other disposition, directly or indirectly, 20% or more of
the Outstanding Company Common Stock or Outstanding Company Voting Securities,
as the case may be beneficially owns, directly or indirectly, 20% or more of,
respectively, the then outstanding shares of common stock of such corporation
and the combined voting power of the then outstanding voting securities of such
corporation entitled to vote generally in the election of directors and (C) at
least a majority of the members of the board of directors of such corporation
were members of the Incumbent Board at the time of the execution of the initial
agreement or action of the Board providing for such sale or other disposition of
assets of the Company.


                                       13
   17

         IN WITNESS WHEREOF, MCN Corporation has caused this Plan to be executed
as of this 15th day of December 1999.


                                MCN Energy Group Inc.

                                By:
                                    --------------------------------------------
                                Daniel L. Schiffer, Senior Vice President,
                                General Counsel and Secretary



                                       14
   18

                                                                       EXHIBIT A

                                MCN ENERGY GROUP
                      MANDATORY DEFERRED COMPENSATION PLAN

                                  DEFERRAL FORM

================================================================================
  Employee Name (Print)                  Social Security No.     I.D. Number


================================================================================
  Address (Number/Street)                     City         State     Zip Code


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

In accordance with the terms of the MCN Energy Group Mandatory Deferred
Compensation Plan ("Plan"), which is hereby incorporated by reference, I hereby
accept and agree to all the provisions of the Plan and irrevocably elect
pursuant to Section 3 of the Plan to have all Total Compensation paid to me in
excess of $1 million in any calendar year in which I am a Covered Employee
deferred until completion of the Deferral Period.


Benefit Payment Election
- ------------------------

That the amount deferred shall be paid to me after completion of the Deferral
Period in the manner specified below:

                  Lump-sum payment of MCN Energy Group Inc. common stock.
         -----

                  Payment in annual installments of MCN Energy Group Inc.
         ------   stock over       years (in 1 year increments, not to exceed 15
                  years)

I understand that, notwithstanding the above benefit payment election, I may be
eligible for a hardship withdrawal pursuant to Section 5 of the Plan.

Dividend Payment Election
- -------------------------

I hereby elect to have the dividend equivalents credited to my Account paid as
specified below:

                  100% reinvested in my Account and denominated in shares of MCN
         ------   Energy Group Inc. common stock

                  100% paid directly to me in cash
         ------

================================================================================
  Employee Signature                                         Date


- --------------------------------------------------------------------------------
  Receipt Acknowledged By                 Title              Date


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

March 13, 2000

   19

                                                                       EXHIBIT B

                                MCN ENERGY GROUP
                      MANDATORY DEFERRED COMPENSATION PLAN

                          BENEFICIARY DESIGNATION FORM

================================================================================
  Employee Name (Print)                  Social Security No.     I.D. Number


- --------------------------------------------------------------------------------
  Address (Number/Street)                     City         State     Zip Code


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

I hereby designate, pursuant to Article 6 of the above-referenced plan, the
below-designated person(s) as my beneficiary in the event of my death:

================================================================================
  Beneficiary's Name                                  Address

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


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


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

I UNDERSTAND THAT THE DESIGNATION OF A BENEFICIARY OTHER THAN MY SPOUSE MUST BE
CONSENTED TO IN WRITING BY MY SPOUSE.

In the event any of the above-named beneficiaries should predecease me, or shall
survive me but die before receiving all amounts to be paid, I hereby name the
following as a contingent beneficiary to receive any such unpaid amounts:

================================================================================
  Beneficiary's Name                                  Address

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


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


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


In the event none of the above-named beneficiaries survive me, any unpaid
amounts shall be paid to my lawful successor in interest. I reserve the right to
change this beneficiary designation at any time by filing with the Committee or
its Designee a new beneficiary designation form.

I UNDERSTAND THAT MY MOST RECENT ELECTION AS TO THE BENEFICIARY DESIGNATION WILL
APPLY TO ALL DEFERRALS BY ME UNDER THE PLAN.

================================================================================
  Employee Signature                                         Date


- --------------------------------------------------------------------------------
Receipt Acknowledged By                   Title              Date


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

Spousal Consent:  I hereby consent to the designation of beneficiary set forth
herein.

================================================================================
Spouse's Signature                                              Date


- --------------------------------------------------------------------------------
Witness                                                         Date


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


   20


                                MCN ENERGY GROUP
                      MANDATORY DEFERRED COMPENSATION PLAN

                              HISTORICAL BACKGROUND

12/15/94      MCN Corporation Minutes of Regular Meeting of Board of Directors
              discussed the limitations on deductibility of executive
              compensation imposed by section 162(m) of the Internal Revenue
              Code. The Board approved the Mandatory Deferred Compensation Plan
              which would pay interest on any deferred compensation at a rate
              equal to half the Corporation's dividend rate and the value of any
              amounts deferred would be adjusted up or down based upon changes
              in the value of the Corporation's common stock. The Plan is
              Attachment C to the minutes.

09/28/95      MCN Corporation Minutes of Regular Meeting of Board of Directors
              approved the following amendment to Section 2.25 of the
              Corporation's Mandatory Deferred Compensation Plan.

              2.25. "Total Compensation" means all remuneration for services
              received by an employee in a calendar year, including cash and the
              cash value of all noncash remuneration (including taxable
              benefits) less any amount deferred under Sections 125, 129 and
              401(k) of the Code, the MCN Executive Deferred Compensation Plan
              and the MichCon Supplemental Savings Plan which is subject to the
              deduction limitation described in Section 162(m) of the Code for
              such calendar year.


5/23/96       MCN Corporation Minutes of Regular Meeting of Board of Directors
              approved amendments to the Corporation's Mandatory Deferred
              Compensation Plan as follows:

         Section 3.06 is amended to read as follows:

              3.06. Denomination of Deferrals. During the Deferral Period, A
              Participant's Deferral shall be denominated in Company common
              stock valued at an amount equal to the closing price of a share of
              Company common stock on the New York Stock Exchange Composite Tape
              for the trading day preceding the day on which a deferral is to be
              made. Dividend equivalents shall be credited to the Participant's
              Account in accordance with Section 4.02. After completion of the
              Deferral Period, the Participant's Account shall be valued on a
              cash basis with interest credited monthly, as provided in Section
              5.01.

         Section 5.01 is amended to read as follows:

              5.01. Form and Timing of Payment. After completion of his Deferral
              Period, a Participant shall be entitled to a distribution of his
              Account on the first of the month following the month in which his
              Deferral Period ends. Notwithstanding the fact that a
              Participant's Account will be valued on a cash basis after
              completion of the Deferral Period in accordance with Section 3.06,
              the distribution to a Participant shall be paid in


   21

              Company common stock equal to the number of shares of Company
              common stock deemed to be held in the Participant's Account and
              valued at the closing price of MCN Corporation common stock on the
              New York Stock Exchange Composite Tape on the day before payment
              is made. The distribution of the Company common stock shall be
              made in accordance with the Participant's selection on his
              Deferral Form; either in equal monthly payments over a period not
              less than one year and not more than 15 years, in one year
              increments, or as a lump sum distribution of the Participant's
              Account. The number of shares distributed monthly shall be
              calculated to pay out over the specified period the entire balance
              in the Participant's Account as of the end of the Deferral Period
              with interest credited monthly on the declining balance at the
              Plan Interest Rate. The number of shares distributed monthly to
              the Participant shall be adjusted on January 1 of each year to
              reflect changes in the Plan Interest Rate and other changes to the
              Participant's Account balance.


         Section 6.03 is amended to read as follows:

              6.03. Pre-Retirement Survivor Benefit. If a Participant dies prior
              to completion of the Deferral Period, his Beneficiary shall be
              entitled to receive a distribution of the Participant's Account.
              The distribution to a Beneficiary shall be paid in Company common
              stock equal to the number of shares of Company common stock deemed
              to be held in the Participant's Account and valued at the closing
              price of MCN Corporation common stock on the New York Stock
              Exchange Composite Tape on the day of the Participant's death. The
              distribution shall be paid in accordance with the Participant's
              selection on his Deferral Form; either in monthly payments over a
              period not less than one year and not more than 15 years, in one
              year increments, or as a lump sum distribution. Payments to the
              Beneficiary shall begin as soon as practicable, but in no event
              later than one year following the Participant's death.

         The following sentence shall be added to the end of Section 8.01:

              A Participant shall be responsible for making payment to MCN
              Corporation or a participating Affiliated Company, as appropriate,
              in an amount equal to the income payroll tax withholdings on the
              fair market value of the payments made in accordance with Section
              5.01. A Participant may sell up to 50 percent of a distribution
              made under Section 5.01 on the open market to facilitate payment
              of the tax withholdings. In no circumstance will the Company
              purchase or otherwise issue cash for any stock distributed under
              this Plan.


         The last sentence of Section 10.02 shall be amended to read as follows:

              The Company shall pay such suspended payments in a lump sum
              distribution of Company common stock immediately upon the
              expiration of the period of suspension.


         Section 10.04 shall be amended to read as follows:

              10.04. Right to Accelerate. The Board of Directors in its sole
              discretion may accelerate all vested benefits upon termination of
              the Plan, and pay such benefits in a single, actuarially
              equivalent lump-sum distribution of Company stock.

         The Deferral Form shall be amended to reflect that all payments made
         from the Plan shall be made in MCN Corporation common stock:



   22

                                                                       EXHIBIT A

                                MCN CORPORATION
                      MANDATORY DEFERRED COMPENSATION PLAN

                                  DEFERRAL FORM

================================================================================
  Employee Name (Print)                  Social Security No.     I. D. Number


================================================================================
  Address (Number/Street)                     City         State     Zip Code


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

In accordance with the terms of the MCN Corporation Mandatory Deferred
Compensation Plan ("Plan"), which is hereby incorporated by reference, I hereby
accept and agree to all the provisions of the Plan and irrevocably elect
pursuant to Section 3 of the Plan to have all Total Compensation paid to me in
excess of $1 million in any calendar year in which I am a Covered Employee
deferred until completion of the Deferral Period.


Benefit Payment Election

That the amount deferred shall be paid to me after completion of the Deferral
Period in the manner specified below:

                  Lump-sum payment of MCN Corporation common stock.
         -----

                  Payment in annual installments of MCN Corporation common stock
         ------   over      years (in 1 year increments, not to exceed 15 years)

I understand that, notwithstanding the above benefit payment election, I may be
eligible for a hardship withdrawal pursuant to Section 5 of the Plan.

Dividend Payment Election

I hereby elect to have the dividend equivalents credited to my Account paid as
specified below:

                  All reinvested in my Account and denominated in shares of MCN
         ------   Corporation common stock

                  50% reinvested in my Account, denominated in shares of MCN
         ------   Corporation common stock, and 50% paid directly to me in cash

                  100% paid directly to me in cash
         ------

================================================================================
  Employee Signature                                         Date


- --------------------------------------------------------------------------------
  Receipt Acknowledged By                 Title              Date


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

May 23, 1996


   23

8/27/98   MCN Energy Group Inc. Minutes of Regular Meeting of Board of
              Directors approved amendments to the Company's Mandatory Deferred
              Compensation Plan as follows:

          Section 1.01 is amended to reflect the change in the name of the Plan
              to the MCN Energy Group Mandatory Deferred Compensation Plan.
              This change is carried throughout the document.

          Section 2.08 is amended to reflect the change in the name of the
              Committee from the Savings Plan Committee to the MCN Energy Group
              Master Trust, Retirement and Savings Plan Committee.

          Section 2.18 is amended to reflect the change in the name of
              Performance Awards to Performance Shares under the MCN Energy
              Group Long-Term Incentive Performance Share Plan. This change is
              carried throughout the document.

          Section 2.20 is amended to reflect the change in the interest rate
              used from the interest rate for the latest issue, as of the
              previous month, of ten-year U.S. Treasury Notes to the average
              interest rate on ten-year U.S. Treasury Notes for the November of
              the prior calendar year. This change was made to provide
              consistency in interest rates with other executive compensation
              plans of the Company.

         Section 2.25 is amended to clarify the meaning of Total Compensation.
              Prior to the amendment, the section read as follows:

                   2.25. "Total Compensation" means all remuneration for
              services received by an employee in a calendar year, including
              cash and the cash value of all noncash remuneration (including
              taxable benefits) less any amount deferred under Sections 125, 129
              and 401(k) of the Code, the MCN Executive Deferred Compensation
              Plan and the MichCon Supplemental Savings Plan which is subject to
              the deduction limitation described in Section 162(m) of the Code
              for such calendar year.

          Section 3.02 is amended to clarify when participation in the Plan
              commences. Prior to the amendment, the section read as follows:

                   3.02. Commencement of Participation. An employee shall become
              a Participant upon execution of a Deferral Form no later than 15
              days after the execution of this Plan or the December 22 prior to
              the January 1 of the year the Company has determined the employee
              will become a Covered Employee. A properly executed Deferral Form
              shall be effective on the January 1 immediately following
              execution of the Deferral Form, and shall contain the items
              described in this Section and in Sections 3.03, 5.01 and 6.01.
              Subject to Section 5.03, the mandatory deferral required by the
              Plan shall be effective for all Plan Years the Participant is a
              Covered Employee and shall be irrevocable.

         Section 3.06 is deleted in its entirety and replaced with the section
              as currently shown. Prior to the deletion, the section read as
              follows:

                   3.06. Denomination of Deferrals. A Participant's Deferral
              shall be denominated in Company common stock valued at an amount
              equal to the closing price of a share of Company common stock on
              the New York Stock Exchange Composite Tape for the trading day
              preceding the day on which a deferral is to be made. Dividend
              equivalents shall be credited to the Participant's Account in
              accordance with Section 4.02.

         Section 3.07 is amended and redesignated as Section 3.08 and a new
         Section 3.07 is added to read as currently shown to provide for the
         denomination of an active Participant's account on a cash basis once
         the Participant attains age 65. Prior to such amendment and
         redesignation, Section 3.07 read as follows:

                   3.07. Establishment of Account. The Committee shall establish
              an Account for each Participant to which the Participant's
              Deferrals shall be credited, dividend equivalents in accordance
              with Section 4.02 shall be reinvested and distributions shall be
              debited.

         A new Section 3.09 was added to read as currently shown.


   24

         Section 4.02 is amended to provide that 100% of dividend equivalents
         may be reinvested in Share Equivalents in the Participant's account or
         may be taken in cash. Prior to amendment, Section 4.02 read as follows:

                   4.02. Dividend Equivalents. Dividend equivalents equal to 50%
              of the dividends payable on MCN Common Stock shall be credited to
              a Participant's Account during the Deferral Period based on the
              number of shares of Company common stock deemed to be held in such
              Participant's Account. A Participant may elect on his Deferral
              Form to have 0%, 50% or 100% of such credited dividend equivalents
              paid directly to him in cash during the Plan Year. A Participant's
              election regarding credited dividend equivalents shall be
              effective on the January 1 immediately following execution of his
              Deferral Form and shall remain in effect until revoked by the
              Participant. Revocation of a dividend equivalent election shall be
              effective on the January 1 immediately following revocation.

         Section 5 is deleted in its entirety and replaced with Section 5 as it
         currently reads. Prior to its deletion, Section 5 read as follows:


                                    SECTION 5

                           FORM AND TIMING OF PAYMENT


                   5.01. Form and Timing of Payment. After completion of his
              Deferral Period, a Participant shall be entitled to a distribution
              of his Account on the first of the month following the month in
              which his Deferral Period ends. The distribution to a Participant
              shall be paid in Company common stock equal to the number of
              shares of Company common stock deemed to be held in the
              Participant's Account and valued at the closing price of MCN
              Corporation common stock on the New York Stock Exchange Composite
              Tape on the day before payment is made. The distribution of
              Company common stock shall be made in accordance with the
              Participant's selection on his Deferral Form; either in equal
              monthly payments over a period not less than one year and not more
              than 15 years, in one year increments, or as a lump sum
              distribution of the Participant's Account. The amount of monthly
              payments shall be calculated to pay out over the specified period
              the entire balance in the Participant's Account as of the end of
              the Deferral Period with interest credited monthly on the
              declining balance at the Plan Interest Rate. The amount of the
              monthly payments to the Participant shall be adjusted on January 1
              of each year to reflect changes in the Plan Interest Rate and
              other changes to the Participant's Account balance.

                   5.02. Change in Payment Option. The payment option selected
              by the Participant on his Deferral Form may be changed at any time
              by the Participant by submitting a new payment selection to the
              Committee, but a change shall be effective only if it is received
              by the Committee at least 36 months before payments under the Plan
              commence.

                   5.03. Hardship Withdrawal Benefits. At any time prior to a
              distribution in accordance with Section 5.01, a Participant may
              request that the Committee make a distribution to him of all or
              part of his Account within 120 days. Such distribution shall be
              made only if the Committee determines that the Participant is
              suffering from a financial hardship that cannot be satisfied from
              his normal sources of income, and the distribution shall be
              limited to the amount required to meet the financial hardship. In
              making these determinations, the Committee shall utilize the
              regulations proposed or adopted by the U.S. Department of Treasury
              pursuant to Section 401(k) of the Code and the rules under the
              Savings Plan. A financial hardship shall be satisfied from the
              Plan to the extent possible then from the MCN Executive Deferred
              Compensation Plan, the Supplemental Savings Plan, and finally from
              the Savings Plan.

         Section 6.03 is deleted in its entirety and replaced with Section 6.03
         as it currently reads. Prior to its deletion, Section 6.03 read as
         follows:

                   6.03. Pre-Retirement Survivor Benefit. If a Participant dies
              prior to completion of the Deferral Period, his Beneficiary shall
              be entitled to receive a distribution of the Participant's
              Account. The distribution to a Beneficiary shall be paid in
              Company common stock equal to the number of shares of Company
              common stock deemed to be held in the Participant's Account and
              valued at the closing price of MCN Corporation common stock on the
              New York Stock Exchange Composite Tape on the day of the
              Participant's death. The distribution shall be paid in accordance
              with the Participant's selection on his Deferral Form; either in
              monthly payments over a period not less than one year and not



   25

              more than 15 years, in one year increments, or as a lump sum
              distribution. Payments to the Beneficiary shall begin as soon as
              practicable, but in no event later than one year following the
              Participant's death.

         Section 6.04 is redesignated as Section 6.05.  A new Section 6.04 is
         inserted to read as currently shown.

         Exhibit A is amended as shown to reflect the changes described herein.
         Prior to amendment, Exhibit A read as follows:


   26

                                                                       EXHIBIT A

                                 MCN CORPORATION
                      MANDATORY DEFERRED COMPENSATION PLAN

                                  DEFERRAL FORM

================================================================================
  Employee Name (Print)                  Social Security No.     I. D. Number


================================================================================
  Address (Number/Street)                City         State      Zip Code


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

In accordance with the terms of the MCN Corporation Mandatory Deferred
Compensation Plan ("Plan"), which is hereby incorporated by reference, I hereby
accept and agree to all the provisions of the Plan and irrevocably elect
pursuant to Section 3 of the Plan to have all Total Compensation paid to me in
excess of $1 million in any calendar year in which I am a Covered Employee
deferred until completion of the Deferral Period.


Benefit Payment Election

That the amount deferred shall be paid to me after completion of the Deferral
Period in the manner specified below:

                  Lump-sum payment of MCN Corporation common stock.
         ------

                  Payment in annual installments of MCN Corporation common stock
         ------   over      years (in 1 year increments, not to exceed 15 years)

I understand that, notwithstanding the above benefit payment election, I may be
eligible for a hardship withdrawal pursuant to Section 5 of the Plan.

Dividend Payment Election

I hereby elect to have the dividend equivalents credited to my Account paid as
specified below:

                  All reinvested in my Account and denominated in shares of MCN
         ------   Corporation common stock

                  50% reinvested in my Account, denominated in shares of MCN
         ------   Corporation common stock, and 50% paid directly to me in cash

                  100% paid directly to me in cash
         ------

================================================================================
  Employee Signature                                         Date


- --------------------------------------------------------------------------------
  Receipt Acknowledged By                 Title              Date


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

May 23, 1996


   27

12/15/99      MCN Energy Group Inc. Minutes of Regular Meeting of Board of
              Directors approved the plan amendment and restatement effective
              December 15, 1999, to reflect the following changes:

         Section 5.01(a) was deleted from Section 5.01 and redesignated as
         Section 5.02.  Prior to its deletion from Section 5.01, subsection (a)
         read as follows:

                   (a) Annual Distributions - Cash Valuation of Account. As of
              the date the Deferral Period ends ("Valuation Date"), the
              Participant's Account shall be valued on a cash basis, using the
              average of the high and low MCN common stock price on the New York
              Stock Exchange Composite Tape on the Valuation Date. Such cash
              valuation shall be used for purposes of determining the amount of
              interest to be credited to the Participant's Account during the
              period annual distributions are made to the Participant ("Payout
              Period") and for purposes of determining the number of shares of
              MCN common stock that will be distributed to a Participant during
              the Payout Period. Interest shall be credited annually as of the
              Anniversary Date on the declining cash balance at the Plan
              Interest Rate in effect for the year in which the distribution is
              made.

         Sections 5.02, 5.03 and 5.04 were redesignated as Sections 5.03, 5.04
         and 5.05.

         Sections 12.03 and 12.04 are redesignated as Sections 12.05 and 12.06.
         New Sections 12.03 and 12.04 were added to read as shown.

EX-10.9

   1


                                                                    EXHIBIT 10.9


                                MCN ENERGY GROUP
                            SUPPLEMENTAL SAVINGS PLAN
                 (AS RESTATED EFFECTIVE AS OF DECEMBER 15, 1999)






   2




                                TABLE OF CONTENTS




SECTION                                                                                                    PAGE
- -------                                                                                                    ----
                                                                                                        
ARTICLE 1 - TITLE...........................................................................................1

ARTICLE 2 - DEFINITIONS.....................................................................................1

ARTICLE 3 - PURPOSE.........................................................................................1

ARTICLE 4 - EFFECTIVE DATE..................................................................................2

ARTICLE 5 - PARTICIPATION...................................................................................2

            Section 5.1 Eligibility to Participate..........................................................2
            Section 5.2 Election to Participate.............................................................2

ARTICLE 6 - PARTICIPANTS' ACCOUNTS..........................................................................3

            Section 6.1 Establishment of Accounts and Subordination of Executive's
                    Rights..................................................................................3
            Section 6.2 Credits and Debits to Participants' Accounts........................................3
            Section 6.3 Election of Accounts................................................................4
            Section 6.4 Change of Election for Accounts.....................................................5
            Section 6.5 Transfers Between Accounts..........................................................5

ARTICLE 7 - HARDSHIP WITHDRAWALS............................................................................5

ARTICLE 8 - VESTING AND PAYMENT OF BENEFITS.................................................................6

            Section 8.1 Form and Timing of Payments.........................................................6
            Section 8.2 Change in Payment Options...........................................................7
            Section 8.3 Payments Subject to Golden Parachute Provisions.....................................7
            Section 8.4 Vested Portion of Participants' Accounts............................................7
            Section 8.5 Recrediting of Forfeited Amounts....................................................7
            Section 8.6 Transfer to an Affiliated Company...................................................8

ARTICLE 9 - BENEFICIARY IN THE EVENT OF DEATH...............................................................8

ARTICLE 10 - ADMINISTRATION.................................................................................9

ARTICLE 11 - AMENDMENT AND TERMINATION......................................................................9



                                       i
   3

                                                                                                       
ARTICLE 12 - MISCELLANEOUS..................................................................................9

             Section 12.1 Non-Assignability.................................................................9
             Section 12.2 No Employment Rights.............................................................10
             Section 12.3 Law Applicable...................................................................10
             Section 12.4 Legal Fees and Expenses..........................................................10
             Section 12.5 Successors.......................................................................10

ARTICLE 13 - CHANGE IN CONTROL PROVISIONS..................................................................10

             Section 13.1 General..........................................................................10
             Section 13.2 Transfer to Rabbi Trust..........................................................10
             Section 13.3 Lump Sum Payments................................................................11
             Section 13.4 Joint and Several Liability......................................................11
             Section 13.5 Dispute Procedures...............................................................11
             Section 13.6 Definition of Change in Control..................................................11

Historical Background




                                       ii
   4




                                MCN ENERGY GROUP
                            SUPPLEMENTAL SAVINGS PLAN
                 (AS RESTATED EFFECTIVE AS OF DECEMBER 15, 1999)



         WHEREAS, MCN Energy Group Inc. (the "Company") has previously adopted
the MichCon Supplemental Savings Plan and the Company desires to make certain
changes in the plan.

         NOW, THEREFORE, effective December 15, 1999, the MichCon Supplemental
Savings Plan is hereby amended and restated as follows:

                                    ARTICLE 1
                                      TITLE

         The title of this Plan shall be the "MCN Energy Group Supplemental
Savings Plan" and shall be referred to in this document as the "Plan".

                                    ARTICLE 2
                                   DEFINITIONS

         The words and phrases used in the Plan shall have the same meanings as
provided under Article 2 of the MCN Energy Group Savings and Stock Ownership
Plan (the "Qualified Plan"), as amended from time to time, unless otherwise
defined in the Plan or the context clearly requires otherwise.

                                    ARTICLE 3
                                     PURPOSE

         The principal purpose of the Plan is to provide deferred compensation
for a select group of management or highly compensated Employees of the Company
and any other Employer that has adopted the Plan with the consent of the Company
who has been specifically designated by the


   5


Committee to be eligible for Plan participation (an "Executive"). Such an
employee shall remain an Executive so long as this designation is not revoked by
the Committee.

It is intended that this Plan provide benefits for "a select group of management
or highly compensated employees" within the meaning of Section 201, 301 and 401
of ERISA and, therefore, to be exempt from the provisions of Parts 2, 3, and 4
of Title I of ERISA.

                                    ARTICLE 4
                                 EFFECTIVE DATE

         The original effective date of the Plan for the Company was May 31,
1988, and for any other Employer shall be the date established by such Employer
at the time of adoption of the Plan.

                                    ARTICLE 5
                                  PARTICIPATION

         Section 5.1 Eligibility to Participate. Only the following individuals
shall be eligible to participate in the Plan: (a) any Executive whose
contributions under the Qualified Plan are limited because of the limitation on
compensation under Section 401(a)(17) of the Code, the limitation on elective
deferrals under Section 402(g) of the Code, the limitation on benefits and
contributions under Section 415 of the Code, or any other provision of the Code
or other law that the Committee hereafter designates; and (b) such other
management or highly compensated Employees as shall be approved by the Chief
Executive Officer of an Employer that has adopted the Plan.

         Section 5.2 Election to Participate. An Executive who is eligible to
participate may become a participant in the Plan (a "Participant") by filing a
written election with the Committee on a form approved by the Committee. The
Executive's election shall authorize the Employer to defer the amount of such
Executive's Eligible Compensation pursuant to Section 6.2(a) and (c) hereof and
shall evidence the Executive's acceptance of and agreement to all the provisions
of the Plan.


   6

         The Executive's election must be made no later than December 31 of the
year that immediately precedes the year for which it applies. However, the first
election by any Executive to participate in this Plan shall be effective for
Eligible Compensation earned after the election is received by the Committee and
after contributions to the Qualified Plan are limited in accordance with Section
5.1(a) above. An election shall be irrevocable for the current calendar year. An
election shall be irrevocable for future calendar years unless a written
revocation is filed with the Committee prior to the first day of the calendar
year for which the revocation is desired.

                                    ARTICLE 6
                             PARTICIPANTS' ACCOUNTS

         Section 6.1 Establishment of Accounts. The Employer shall establish
accounts for each of its Executives who is a Participant in the Plan. Separate
accounts corresponding in name to the separate funds under the Qualified Plan
shall be maintained for each Participant. Credits under Sections 6.2(a) and (b)
shall also be maintained in separate accounts. The accounts shall be maintained
as unfunded bookkeeping accounts and all amounts represented by the accounts
shall remain a part of the general funds of the Employer of such Participant,
subject to the claims of its general creditors. Nothing in the Plan and no
action taken pursuant to the provisions of the Plan shall be deemed to create a
trust or fund of any kind or to create any fiduciary relationship. The
obligation to make payments under this Plan shall be and remain an unsecured,
unfunded general obligation of the Employer of the particular Participant. Each
Executive who is a Participant in the Plan shall be provided an annual statement
of the unfunded accounts maintained for the Participant.

         Section 6.2 Credits and Debits to Participants' Accounts. As of the end
of a pay period, total credits shall be made to the accounts maintained for a
Participant as set forth below:

         (a)       An amount equal to the difference between (1) and (2) below:

                        (1)  the amount that such Participant would have
                   contributed to the Qualified Plan for such pay period,
                   assuming (x) the Participant satisfied the eligibility
                   requirements set forth in Section 3.1 of the Qualified Plan
                   and (y) the allotments


                                       3
   7

                   of such Participant under the Qualified Plan were not limited
                   by the application of the any restriction set forth in
                   Section 5.1(a), or any provision of the Qualified Plan
                   relating to the limitations described in Section 5.1(a)
                   above;

                        (2)  the amount that such Participant actually
                   contributed to the Qualified Plan for such pay period.

         (b)       An amount equal to the difference between (1) and (2) below:

                        (1)  the amount that the Employer of such Participant
                   would have contributed to the Qualified Plan on behalf of
                   such Participant for such pay period if the Participant had
                   contributed the amount set forth in (a)(1) above to the
                   Qualified Plan during such pay period;

                        (2)  the amount that the Employer actually contributed
                   to the Qualified Plan on behalf of such Participant for such
                   pay period.

         The total credits under (a) and (b) of this Section shall be allocated
to the specific accounts elected by the Participant as provided under Section
6.3 hereof. Each account shall be credited with an amount representing earnings
or debited with an amount representing losses on a daily basis. Earnings or
losses for a pay period shall be calculated using the daily valuation
methodology employed by the recordkeeper for each corresponding fund under the
Qualified Plan.

         Section 6.3 Election of Accounts. Each Participant shall, by filing a
written election with the Committee, on a form approved by the Committee, elect
the accounts which are to be used for recording credits under Sections 6.2(a)
and (b) hereof.

         A Participant may direct that credits under Sections 6.2(a) and (b) may
be made to any account corresponding in name to the funds under the Qualified
Plan that are available to accept contributions or allotments. Notwithstanding
the foregoing, a Participant must at all times maintain an aggregate balance in
the MCN Stock fund in the Qualified Plan or the MCN Stock account in this Plan
or a combination of both such plans in an amount at least equal to the sum of
the Employer contributions made pursuant to Section 4.3(a) of the Qualified Plan
after April 1, 1989, plus seventy-five percent of


                                       4
   8

the credits recorded under Section 6.2(b) of this Plan (or the corresponding
Predecessor provision) after April 1, 1989. This balance may be maintained in
the Qualified Plan, this Plan, or a combination of both such plans, at the
discretion of the Participant.

         Section 6.4 Change of Election for Accounts. Any election of accounts
given by a Participant under the preceding Section shall be deemed to be a
continuing election until changed by the Participant. A Participant may change
any such election as of any normal business day of any month by giving prior
notice of such change to the Plan recordkeeper in the form prescribed by the
Committee.

         Section 6.5 Transfers Between Accounts. Transfers between accounts
shall be effected on any normal business day of any month upon directions to the
Plan recordkeeper in the form prescribed by the Committee.

         A Participant may not transfer any amount from the MCN Stock account if
the balance remaining in such account after the transfer would be less than the
amount required to be credited to such account under Section 6.3 hereof, plus
the earnings thereon.

                                    ARTICLE 7
                              HARDSHIP WITHDRAWALS

         A Participant may request, upon 20 days written notice to the
Committee, a withdrawal from his or her accounts if the withdrawal is on account
of financial hardship as defined under the Qualified Plan. A financial hardship
shall first be satisfied from the MCN Executive Deferred Compensation Plan to
the extent possible; then from the Plan; and finally from the Qualified Plan.
The amount of such withdrawal shall be limited to the amounts deferred under
Section 6.2(a) hereof, or the total value of the accounts maintained under
Section 6.2(a) hereof as of the end of the prior month, whichever is smaller.



                                       5

   9

         The determination of the existence of financial hardship and the amount
required to be distributed to meet the need created by the hardship shall be
made by the Committee. All determinations regarding financial hardship shall be
made in accordance with written procedures established by the Committee for
hardship withdrawals from the Qualified Plan and shall be applied in a uniform
and nondiscriminatory manner. Such written procedures shall specify the
requirements for requesting and receiving withdrawals on account of financial
hardship, including the forms that must be submitted, and to whom the forms are
to be submitted. No other withdrawals or loans are permitted under this Plan.

                                    ARTICLE 8
                         VESTING AND PAYMENT OF BENEFITS

         Section 8.1 Form and Timing of Payment. On the date that a Participant
becomes entitled, pursuant to either Section 9.1 or 9.2 of the Qualified Plan
(the "Retirement Date"), to a distribution of his or her account in the
Qualified Plan, such Participant shall be entitled to receive the vested portion
of the amount credited to his or her accounts in the Plan. All distributions
shall be paid out at the end of the quarter in which the Participant's
Retirement Date occurs. As of the end of the quarter in which his Retirement
Date occurs, the Participant's Account shall be valued on a cash basis with
interest credited annually at a rate equal to the average interest rate of
ten-year U.S. Treasury Notes for the November of the prior calendar year, or
such other rate as set by the Committee (the "Plan Interest Rate"). Payment of
the vested portion of a Participant's accounts shall be made in accordance with
the Participant's selection on his Benefit Agreement either in annual payments
over a period not less than one year and not more than 15 years, or in one lump
sum by the Employer maintaining the accounts. If no payment election has been
made, the vested portion of the Participant's account shall be paid in one lump
sum. The amount of the annual payments shall be calculated to pay out over the
specified period the entire balance in the Participant's Account as of his
Retirement Date with interest credited annually on the declining balance at the
Plan Interest Rate. The Participant's Account shall continue to be credited
annually with interest at the Plan Interest Rate and charged with the annual
payments to the Participant. The amount of the annual payments to the
Participant shall be adjusted at the end of the quarter in which the anniversary
of the Participant's retirement date




                                       6
   10

occurs to reflect changes in the Plan Interest Rate and other changes in the
Participant's Account balance.

         Section 8.2. Change in Payment Option. The payment option selected by
the Participant may be changed at any time by the Participant submitting a new
payment selection to the Committee, however, a change shall be effective only if
it is received by the Committee at least 12 months before payments under the
Plan commence.

         Section 8.3 Payments Subject to Golden Parachute Provisions.
Notwithstanding the above, if payment at the time specified in the first
sentence of this paragraph would subject the Participant to the excise tax under
Section 4999 of the Code, payment of the vested portion of a Participant's
accounts shall be deferred until the earlier of (a) the date that would have
been the Participant's Normal Retirement Date, Early Retirement Date or
Disability Retirement Date, (b) death of the Participant, or (c) total and
permanent disability or legally established mental incompetency of the
Participant.

         Section 8.4 Vested Portion of Participants' Accounts. The vested
portion of a Participant's account shall mean: (i) the total value of the
accounts of a Participant who is entitled to a distribution pursuant to Section
9.1 of the Qualified Plan; or (ii) with respect to a Participant who is entitled
to a distribution pursuant to Section 9.2 of the Qualified Plan, the total value
of the account maintained under Section 6.2(a) hereof. Notwithstanding the
foregoing, the total value of the accounts of a Participant shall become
nonforfeitable as of the date on which the Participant attains age 65.

         Section 8.5 Recrediting of Forfeited Amounts. If a Participant entitled
to a distribution pursuant to Section 9.2 of the Qualified Plan receives the
vested portion of the amount credited to his or her accounts in the Plan,
forfeits the remainder, and is thereafter reemployed prior to incurring five
consecutive Break in Service Years, then as of the end of the month coincident
with or next following the Participant's date of reemployment, the amount of the
Participant's accounts that was forfeited upon the earlier termination of
employment shall be credited to the Participant's accounts. Interest shall not
accrue on such amount between the time it was forfeited and the time at which it
was recredited.



                                       7
   11

         Section 8.6 Transfer to an Affiliated Company. Benefits for a
Participant who transfers employment from one Employer to an Affiliated Company
shall be subject to Section 3.8 of the Qualified Plan. Such a transfer of
employment shall cause a transfer of the accounts maintained by an Employer for
a Participant if the new Employer has adopted the Plan and the former Employer
transfers cash to the new Employer equal to the amount of the accounts
transferred. In all other events, a transfer of employment shall not cause a
transfer of the accounts maintained by an Employer for a Participant.

                                    ARTICLE 9
                        BENEFICIARY IN THE EVENT OF DEATH

         Each Participant shall have the right to designate a beneficiary or
beneficiaries to receive any distribution to be made under Article 8 upon the
death of such Participant, or, in the case of a Participant who dies subsequent
to termination of his or her employment but prior to the distribution of the
entire amount to which the Participant is entitled under the Plan, any
undistributed balance to which such Participant would have been entitled. Each
Participant shall also have the right to designate a contingent beneficiary in
the event any of the primary beneficiaries predecease the Participant or die
prior to complete disbursement of the Participant's account.

         If no beneficiary has been named by a Participant at the time of the
Participant's death, or if the beneficiary designated by the Participant has
predeceased the Participant or such designated beneficiary has died prior to
complete disbursement of the Participant's accounts and the Participant has
failed to name a contingent beneficiary, the value of the Participant's
accounts, or the undistributed portion thereof, shall be paid by the Employer to
the deceased employee's lawful successor(s) in interest in a lump sum as soon as
practicable, but in no event later than one year following the employee's death.


                                       8
   12
                                   ARTICLE 10
                                 ADMINISTRATION

         The Plan shall be administered by the Committee appointed pursuant to
the provisions of Section 10.1 of the Qualified Plan. The Committee shall have
the same powers and duties, and shall be subject to the same limitations, as are
described in the Qualified Plan. However, unlike the limitation on the
Committee's power to amend or modify the Qualified Plan under Section 11.1 of
the Qualified Plan, the Committee shall have full power to amend or modify the
Plan in all respects.

                                   ARTICLE 11
                            AMENDMENT AND TERMINATION

         The Company may amend or terminate the Plan at any time and for any
reason. The power to amend or modify the Plan shall rest solely with the
Committee. No such amendment or termination shall affect the rights of
Participants or beneficiaries to the vested portion of amounts credited to
Participants' accounts as of the date of such amendment or termination. In the
event of a termination of the Plan, all amounts credited to a Participant's
accounts shall be fully vested.


                                   ARTICLE 12
                                  MISCELLANEOUS

          12.1 Non-Assignability. This Plan shall be subject to the same terms
and conditions as specified in Section 15.4 of the Qualified Plan, and said
Section is hereby incorporated by reference.

         Section 12.2 No Employment Rights. Nothing contained in the Plan and no
action taken pursuant to the provisions of the Plan shall be construed as a
contract of employment between the Employer and an Employee, or as a right of
any Employee to be continued in the employment of the Employer, or as a
limitation of the right of the Employer to discharge any of its Employees at any
time, with or without cause, or as a limitation of the right of the Employee to
terminate employment at any time.



                                       9
   13

         Section 12.3 Law Applicable. This Plan and all actions hereunder shall
be governed by and construed according to the laws of the State of Michigan.

         Section 12.4 Legal Fees and Expenses. The Company shall pay all legal
fees and expenses which a Participant may incur as a result of the Company
contesting the validity, enforceability, or the Participant's interpretation of,
or determinations under this Plan other than the hardship withdrawal provisions
hereof.

         Section 12.5 Successors. In the event of any consolidation, merger,
acquisition or reorganization of the Company, the obligations of the Company
under this Plan shall continue and be binding upon the Company and its
successors.



                                   ARTICLE 13
                          CHANGE IN CONTROL PROVISIONS

         Section 13.1 General. In the event of a Change in Control, as defined
in Section 13.6, then, notwithstanding any other provision of the Plan, the
provisions of this Section 13 shall be applicable and shall supersede any
conflicting provisions of the Plan.

         Section 13.2 Transfer to Rabbi Trust. MCN Energy Group Inc. ("MCN") has
established a trust pursuant to a Trust Agreement dated January 3, 1991 (the
"Rabbi Trust"). The terms of the Rabbi Trust provide that, in the event of a
Change in Control and thereafter, assets are to be transferred to such trust to
provide benefits under the Plan. MCN shall make all transfers of funds required
by the Rabbi Trust in a timely manner and shall otherwise abide by the terms of
the Rabbi Trust.

         Section 13.3 Lump Sum Payments. In a Change in Control situation, the
Chairman of MCN shall have the absolute discretion to direct that a lump sum
payment be made to a Participant up to the total value of such Participant's
Account in the year of the Change in


                                       10
   14

Control if such payment will reduce the amount of any potential excise tax
imposed by Code Section 4999.

         Section 13.4 Joint and Several Liability. Upon and at all times after a
Change in Control, the liability under the Plan of MCN and each Affiliated
Employer that has adopted the Plan shall be joint and several so that MCN and
each such Affiliated Employer shall each be liable for all obligations under the
Plan to each employee covered by the Plan, regardless of the corporation by
which such employee is employed.

         Section 13.5 Dispute Procedures. In the event that, upon or at any time
subsequent to a Change in Control, a claim for benefits under the Plan of a
Participant or distributee who has exhausted the claims and appeals procedures
set forth in Section 10.6 of the Qualified Plan is denied in whole or in part,
the following additional procedures shall be applicable:

              (a)  Any amount that is not in dispute shall be paid to the
         Participant or distributee at the time or times provided herein.

              (b)  MCN shall advance to such claimant from time to time such
         amounts as shall be required to reimburse the claimant for reasonable
         legal fees, costs and expenses incurred by such claimant in seeking a
         judicial resolution of his or her claim, including reasonable fees,
         costs and expenses relating to appeals; provided, however, that MCN
         shall not be obligated to advance to the claimant any amounts under
         this Section 13.4(b) unless and until the claimant agrees in writing to
         repay to MCN, immediately upon the occurrence of a final judicial
         determination with respect to such dispute, any amount of such fees,
         costs and expenses that is not awarded to such claimant in a final
         order of a court of competent jurisdiction.

         Section 13.6   Definition of Change in Control.  A "Change of Control"
means:


                                       11
   15

              (a)  The acquisition by any individual, entity or group (within
         the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange
         Act of 1934, as amended (the "Exchange Act")) (a "Person") of
         beneficial ownership (within the meaning of Rule 13d-3 promulgated
         under the Exchange Act) of 20% or more of either (i) the then
         outstanding shares of common stock of MCN (the "Outstanding MCN Common
         Stock") or (ii) the combined voting power of the then outstanding
         voting securities of MCN entitled to vote generally in the election of
         directors (the "Outstanding MCN Voting Securities"); provided, however,
         that the following acquisitions shall not constitute a Change of
         Control: (A) any acquisition directly from MCN (excluding any
         acquisition by virtue of the exercise of a conversion privilege), (B)
         any acquisition by MCN, (C) any acquisition by any employee benefit
         plan (or related trust) sponsored or maintained by MCN or any
         corporation controlled by MCN or (D) any acquisition by any corporation
         pursuant to a reorganization, merger or consolidation, if, following
         such reorganization, merger or consolidation, the conditions described
         in clauses (i), (ii) and (iii) of subsection (c) of this Section 13.6
         are satisfied; or

              (b)  Individuals who, as of the date hereof, constitute the Board
         of Directors of MCN (the "Incumbent Board") cease for any reason to
         constitute at least a majority of the Board; provided, however, that
         any individual becoming a director subsequent to the date hereof whose
         election, or nomination for election by MCN's shareholders, was
         approved by a vote of at least a majority of the directors then
         comprising the Incumbent Board shall be considered as though such
         individual were a member of the Incumbent Board, but excluding, for
         this purpose, any such individual whose initial assumption of office
         occurs as a result of either an actual or threatened election contest
         (as such terms are used in Rule 14a-11 of Regulation 14A promulgated
         under the Exchange Act) or other actual or threatened solicitation of
         proxies or consents by or on behalf of a Person other than the Board;
         or

              (c)  Approval by the shareholders of MCN of a reorganization,
         merger or consolidation, in each case, unless, following such
         reorganization, merger or


                                       12
   16

         consolidation, (i) more than 60% of, respectively, the then outstanding
         shares of common stock of the corporation resulting from such
         reorganization, merger or consolidation and the combined voting power
         of the then outstanding voting securities of such corporation entitled
         to vote generally in the election of directors is then beneficially
         owned, directly or indirectly, by all or substantially all of the
         individuals and entities who were the beneficial owners, respectively,
         of the Outstanding MCN Common Stock and Outstanding MCN Voting
         Securities immediately prior to such reorganization, merger or
         consolidation in substantially the same proportions as their ownership,
         immediately prior to such reorganization, merger or consolidation, of
         the Outstanding MCN Common Stock and Outstanding MCN Voting Securities,
         as the case may be, (ii) no Person (excluding MCN, any employee benefit
         plan or related trust sponsored or maintained by MCN or any corporation
         controlled by MCN or such corporation resulting from such
         reorganization, merger or consolidation and any Person beneficially
         owning, immediately prior to such reorganization, merger or
         consolidation, directly or indirectly, 20% or more of the Outstanding
         MCN Common Stock or Outstanding MCN Voting Securities, as the case may
         be) beneficially owns, directly or indirectly, 20% or more of,
         respectively, the then outstanding shares of common stock of the
         corporation resulting from such reorganization, merger or consolidation
         or the combined voting power of the then outstanding voting securities
         of such corporation entitled to vote generally in the election of
         directors and (iii) at least a majority of the members of the board of
         directors of the corporation resulting from such reorganization, merger
         or consolidation were members of the Incumbent Board at the time of the
         execution of the initial agreement providing for such reorganization,
         merger or consolidation; or

              (d)  Approval by the shareholders of MCN of (i) a complete
         liquidation or dissolution of MCN or (ii) the sale or other disposition
         of all or substantially all of the assets of MCN, other than to a
         corporation, with respect to which following such sale or other
         disposition, (A) more than 60% of, respectively, the then outstanding
         shares of common stock of such corporation and the combined voting
         power of the then



                                       13
   17
         outstanding voting securities of such corporation entitled to vote
         generally in the election of directors is then beneficially owned,
         directly or indirectly, by all or substantially all of the individuals
         and entities who were the beneficial owners, respectively, of the
         Outstanding MCN Common Stock and Outstanding MCN Voting Securities
         immediately prior to such sale or other disposition in substantially
         the same proportion as their ownership, immediately prior to such sale
         or other disposition, of the Outstanding MCN Common Stock and
         Outstanding MCN Voting Securities, as the case may be, (B) no Person
         (excluding MCN Corporation, any employee benefit plan or related trust
         sponsored or maintained by MCN or any corporation controlled by MCN or
         such corporation resulting from such reorganization, merger or
         consolidation and any Person beneficially owning, immediately prior to
         such sale or other disposition, directly or indirectly, 20% or more of
         the Outstanding MCN Common Stock or Outstanding MCN Voting Securities,
         as the case may be) beneficially owns, directly or indirectly, 20% or
         more of, respectively, the then outstanding shares of common stock of
         such corporation and the combined voting power of the then outstanding
         voting securities of such corporation entitled to vote generally in the
         election of directors and (C) at least a majority of the members of the
         board of directors of such corporation were members of the Incumbent
         Board at the time of the execution of the initial agreement or action
         of the Board providing for such sale or other disposition of assets of
         MCN.


         IN WITNESS WHEREOF, the undersigned officer of the Company has executed
this Plan as of this 15th day of December, 1999.

                                  MCN ENERGY GROUP INC.


                                  By:
                                     -----------------------------------------
                                      Daniel L. Schiffer, Senior Vice President,
                                      General Counsel and Secretary



Restated: December 15, 1999




                                       14
   18



                              MCN ENERGY GROUP INC.
                            SUPPLEMENTAL SAVINGS PLAN

                              Historical Background

07/01/89          Plan amended and restated.

02/28/90          MCN Corporation Minutes of Regular Meeting of Board of
                  Directors - authorization for amendment regarding "Change in
                  Control" language (Section 13).

08/01/91          Plan amended and restated per MCN Corporation Minutes of
                  Regular Meeting of Board of Directors authorization for
                  amendment providing participants the option of receiving
                  essentially the same returns as available under the MichCon
                  Savings Plan, to require that participants maintain at least
                  75% of the employer matching portion in the Corporation's
                  common stock, and to conform the hardship withdrawal
                  provisions to new Treasury Regulations.

01/01/92          Amendment to Section 5.3, inserting at the end of Section 5.3
                  "and, when the Qualified Plan is amended to permit increased
                  Voluntary Deductions or Salary Reduction a change submitted
                  prior to the effective date of such amendments."

08/15/92          Plan restated.

01/01/97          Plan amended and restated per MCN Corporation Minutes of
                  Regular Meeting of Board of Directors as follows:

                  Article 1 is amended to reflect the change in the name of the
                  Plan to the "MCN Energy Group Inc. Supplemental Savings Plan".

                  Article 3 is amended to read as follows:

                        The principal purpose of the Plan is to provide deferred
                        compensation for a select group of management or highly
                        compensated Employees of the Company and any other
                        Employer that has adopted the Plan with the consent of
                        the Company who has been specifically designated by the
                        Committee to be eligible for Plan participation (an
                        "Executive"). Such an employee shall remain an Executive
                        so long as this designation is not revoked by the
                        Committee.

                        It is intended that this Plan provide benefits for "a
                        select group of management or highly compensated
                        employees" within the meaning of Section 201, 301 and
                        401 of ERISA and, therefore, to be exempt from the
                        provisions of Parts 2, 3, and 4 of Title I of ERISA.


                  Section 5.3 is amended to read as follows:

                        Section 5.3 Restriction on Change Deferrals Under the
                        Plan. The amount to be deferred by an Executive for a
                        Plan year shall be determined using the percentage of
                        his or her Compensation Rate in effect as of the
                        December 31 of the year which immediately precedes



   19

                        the year for which it applies. An Executive who elects
                        to participate in the Plan may not, after the effective
                        date of such election, change the percentage of his or
                        her Compensation Rate deferred under the Qualified Plan
                        to affect the amount to be deferred under the Plan
                        except for a change submitted prior to the first day of
                        the calendar year for which the change is desired, and,
                        when the Qualified Plan is amended to permit increased
                        Voluntary Reductions or Salary Reductions and such
                        change is submitted prior to the effective date of such
                        amendments. Any such other change in the percentage of
                        his or her Compensation Rate deferred under the
                        Qualified Plan shall be ignored for deferral purposes
                        under the Plan.

                  The heading of Section 6.1 is amended to read as follows:

                        Section 6.1  Establishment of Accounts and Subordination
                        of Executive's Rights.

                  Section 6.2 is amended to move the first paragraph to the end
                  of the section and to add a subparagraph (c) as follows:

                             (c) An amount of compensation equal to the
                             distribution of dividends on the MCN Stock held in
                             a Participant's Plan Account under the Qualified
                             Plan to the extent the Executive has not elected or
                             was ineligible to make Additional Allotments and
                             the Executive has elected to contribute such amount
                             to the Plan.

                             The total credits under (a) and (b) of this Section
                        shall be allocated to the specific accounts elected by
                        the Participant as provided under Section 6.3 hereof.
                        The credits under (c) of the Section shall be allocated
                        to the MCN Stock account in the Plan

                  Section 6.4 is amended as follows:

                        Any election of accounts given by a Participant under
                        the preceding Section shall be deemed to be a continuing
                        election until changed by the Participant. A Participant
                        may change any such election as of any normal business
                        day of any month by giving prior notice of such change
                        to the Plan recordkeeper in the form prescribed by the
                        Committee.


                  Article 7 is amended to add the following after the first
                  sentence in the article:

                        A financial hardship shall be satisfied from the MCN
                        Executive Deferred Compensation Plan to the extent
                        possible; then from the Plan; and finally from the
                        Qualified Plan.

                  Article 8 is amended to divide the information into sections
                  as follows:

   20

                             Section 8.1 Form and Timing of Payment. On the date
                        that a Participant becomes entitled, pursuant to either
                        Section 9.1 or 9.2 of the Qualified Plan (the
                        "Retirement Date"), to a distribution of his or her
                        account in the Qualified Plan, such Participant shall be
                        entitled to receive the vested portion of the amount
                        credited to his or her accounts in the Plan commencing
                        on the first of the month following the month in which
                        his Retirement Date occurs. As of the first of the month
                        following the month in which his Retirement Date occurs,
                        the Participant's Account shall be valued on a cash
                        basis with interest credited monthly at a rate equal to
                        the interest rate for the latest issue, as of the end of
                        the previous month, of ten-year U.S. Treasury Notes, or
                        such other rate as set by the Committee (the "Plan
                        Interest Rate"). Payment of the vested portion of a
                        Participant's accounts shall be made in accordance with
                        the Participant's selection on his Benefit Agreement
                        either in monthly payments in one-year increments, not
                        to exceed 15 years, or in one lump sum by the Employer
                        maintaining the accounts. The amount of the monthly
                        payments shall be calculated to pay out over the
                        specified period the entire balance in the Participant's
                        Account as of his Retirement Date with interest credited
                        monthly on the declining balance at the Plan Interest
                        Rate. The Participant's Account shall continue to be
                        credited monthly with interest at the Plan Interest Rate
                        and charged with the monthly payments to the
                        Participant. The amount of the monthly payments to the
                        Participant shall be adjusted on January 1 of each year
                        to reflect changes in the Plan Interest Rate and other
                        changes in the Participant's Account balance.

                             Section 8.2. Change in Payment Option. The payment
                        option selected by the Participant may be changed at any
                        time by the Participant submitting a new payment
                        selection to the Committee, by a change shall be
                        effective only if it is received by the Committee at
                        least 12 months before payments under the Plan commence.

                             Section 8.3 Payments Subject to Golden Parachute
                        Provisions. Notwithstanding the above, if payment at the
                        time specified in the first sentence of this paragraph
                        would subject the Participant to the excise tax under
                        Section 4999 of the Code, payment of the vested portion
                        of a Participant's accounts shall be deferred until the
                        earlier of (a) the date that would have been the
                        Participant's Normal Retirement Date, Early Retirement
                        Date or Disability Retirement Date, (b) death of the
                        Participant, or (c) total and permanent disability or
                        legally established mental incompetency of the
                        Participant.

                             Section 8.4 Vested Portion of Participants'
                        Accounts. The vested portion of a Participant's accounts
                        shall mean: (i) the total value of the accounts of a
                        Participant who is entitled to a distribution pursuant
                        to Section 9.1 of the Qualified Plan; or (ii) with
                        respect to a Participant who is entitled to a
                        distribution pursuant to Section 9.2 of the Qualified
                        Plan, the total value of the accounts maintained under
                        Sections 6.2(a) and (c) hereof. Notwithstanding the
                        foregoing, the total value of the accounts of a
                        Participant shall become nonforfeitable as of the date
                        on which the Participant attains age 65.



   21

                             Section 8.5 Recrediting of Forfeited Amounts. If a
                        Participant entitled to a distribution pursuant to
                        Section 9.2 of the Qualified Plan receives the vested
                        portion of the amount credited to his or her accounts in
                        the Plan, forfeits the remainder, and is thereafter
                        reemployed prior to incurring five consecutive Break in
                        Service Years, then as of the end of the month
                        coincident with or next following the Participant's date
                        of reemployment, the amount of the Participant's
                        accounts that was forfeited upon the earlier termination
                        of employment shall be credited to the Participant's
                        accounts. Interest shall not accrue on such amount
                        between the time it was forfeited and the time at which
                        it was recredited.

                             Section 8.6 Transfer to an Affiliated Company.
                        Benefits for a Participant who transfers employment from
                        one Employer to an Affiliated Company shall be subject
                        to Section 9.7(c) of the Qualified Plan. Such a transfer
                        of employment shall cause a transfer of the accounts
                        maintained by an Employer for a Participant if the new
                        Employer has adopted the Plan and the former Employer
                        transfers cash to the new Employer equal to the amount
                        of the accounts transferred. In all other events, a
                        transfer of employment shall not cause a transfer of the
                        accounts maintained by an Employer for a Participant.

                  Article 10 is amended as follows:

                        The Plan shall be administered by the Committee
                        appointed pursuant to the provisions of Section 10.1 of
                        the Qualified Plan. The Committee shall have the same
                        powers and duties, and shall be subject to the same
                        limitations, as are described in the Qualified Plan.
                        However, unlike the limitation on the Committee's power
                        to amend or modify the Qualified Plan under Section 11.1
                        of the Qualified Plan, the Committee shall have full
                        power to amend or modify the Plan in all respects.

                  Articles 12 and 13 are amended to update the references to the
                  sections in the Qualified Plan and to delete "Corporation"
                  after "MCN" in all cases after the term MCN has been defined.




11/29/99          Plan amended and restated as of 1/1/98 as follows:

                  Section 5.3 is deleted in its entirety. Prior to deletion,
                  previous Section 5.3 read as follows:

                             Section 5.3 Restriction on Change of Deferrals
                        Under the Plan. The amount to be deferred by an
                        Executive for a Plan year shall be determined using the
                        percentage of his or her Compensation Rate in effect as
                        of the December 31 of the year which immediately
                        precedes the year for which it applies. An Executive who
                        elects to participate in the Plan may not, after the
                        effective date of such election, change the percentage
                        of his or her Compensation Rate deferred under the


   22

                        Qualified Plan to affect the amount to be deferred under
                        the Plan, except for a change submitted prior to the
                        first day of the calendar year for which the change is
                        desired, and, when the Qualified Plan is amended to
                        permit increased Voluntary Reductions or Salary
                        Reductions and such change is submitted prior to the
                        effective date of such amendments. Any such other change
                        in the percentage of his or her Compensation Rate
                        deferred under the Qualified Plan shall be ignored for
                        deferral purposes under the Plan.

                  Section 6.2(a) is amended to delete reference to all of the
                  limitations listed in Section 5.1 and merely references
                  Section 5.1.

                  Section 6.2(c) is deleted in its entirety. Prior to deletion,
                  previous Section 6.2(c) read as follows:

                        An amount equal to the distribution of dividends on the
                        MCN Stock held in a Participant's Plan Account under the
                        Qualified Plan to the extent the Executive has not
                        elected or was ineligible to make Additional Allotments
                        and the Executive has elected to contribute such amount
                        to the Plan.

                  The last sentence of the first paragraph of the flush language
                  in Section 6.2 is deleted. Prior to deletion the sentence read
                  as follows:

                             The credits under (c) of this Section shall be
                        allocated to the MCN Stock account in this Plan.

                  The second to last sentence of the second paragraph of Article
                  7 is deleted. Prior to deletion, the sentence read as follows:

                             If a Participant receives a hardship withdrawal
                        from this Plan or from the Qualified Plan, no amounts
                        may be credited to the Participant's accounts under
                        Section 6.2(a) or (b) for a period of twelve months
                        after receipt of the hardship withdrawal.

                  Section 8.1 was amended to read as currently shown. Prior to
                  amendment, Section 8.1 read as follows:


                             Section 8.1 Form and Timing of Payment. On the date
                        that a Participant becomes entitled, pursuant to either
                        Section 9.1 or 9.2 of the Qualified Plan (the
                        "Retirement Date"), to a distribution of his or her
                        account in the Qualified Plan, such Participant shall be
                        entitled to receive the vested portion of the amount
                        credited to his or her accounts in the Plan commencing
                        on the first of the month following the month in which
                        his Retirement Date occurs. As of the first of the month
                        following the month in which his

   23


                        Retirement Date occurs, the Participant's Account shall
                        be valued on a cash basis with interest credited monthly
                        at a rate equal to the interest rate of ten-year U.S.
                        Treasury Notes, or such other rate as set by the
                        Committee (the "Plan Interest Rate"). Payment of the
                        vested portion of a Participant's accounts shall be made
                        in accordance with the Participant's selection on his
                        Benefit Agreement either in monthly payments in one-year
                        increments not to exceed 15 years, or in one lump sum by
                        the Employer maintaining the accounts. The amount of the
                        monthly payments shall be calculated to pay out over the
                        specified period the entire balance in the Participant's
                        Account as of his Retirement Date with interest credited
                        monthly on the declining balance at the Plan Interest
                        Rate. The Participant's Account shall continue to be
                        credited monthly with interest at the Plan Interest Rate
                        and charged with the monthly payments to the
                        Participant. The amount of the monthly payments to the
                        Participant shall be adjusted on January 1 of each year
                        to reflect changes in the Plan Interest Rate and other
                        changes in the Participant's Account balance.

                  Section 8.4 is amended to delete "and (c) hereof" at the end
                  of the first sentence.

                  The election and beneficiary designation forms are revised to
                  read as follows:



   24


                                MCN ENERGY GROUP
                            SUPPLEMENTAL SAVINGS PLAN

                             DEFERRAL ELECTION FORM


================================================================================================================
Employee Name (Print)                          Social Security No.                          I. D. Number


- ----------------------------------------------------------------------------------------------------------------
Address (Number/Street)                        City                           State         Zip Code


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

Deferral Election

[ ]      In accordance with the terms of the MCN Energy Group Supplemental
         Savings Plan ("Plan") which is hereby incorporated by reference, I
         hereby accept and agree to all the provisions of the Plan and
         irrevocably elect pursuant to Section 5.2 of the Plan to defer a
         portion of my compensation pursuant to Section 6.2 of the Plan.

[ ]      I elect NOT to participate in the MCN Energy Group Supplemental Savings
         Plan.

Payment Election

I elect to have the amount I have deferred paid to me after termination of my
employment with the Company and its subsidiaries by reason of retirement,
disability, or death, in the manner specified below:

[ ]      Lump-sum payment.

[ ]      Payment in annual installments over       years (in one year
         increments, not to exceed 15 years).

I understand that if I fail to make a payment election, my MCN Energy Group
Supplemental Savings Plan account balance will be paid in a lump sum at the end
of the quarter in which my Retirement Date (as defined in Section 8.1) occurs.

I understand that, in addition to the above payment, I may be eligible for a
hardship withdrawal pursuant to Article 7 of the Plan.

================================================================================================================
Employee Signature                                                                     Date


- ----------------------------------------------------------------------------------------------------------------
Receipt Acknowledged By                           Title                                Date


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



Revised March 18, 2000

   25



                                MCN ENERGY GROUP
                            SUPPLEMENTAL SAVINGS PLAN

                          BENEFICIARY DESIGNATION FORM

============================================================================================================================
Employee Name (Print)                                    Social Security No.                            I. D. Number


============================================================================================================================
Address (Number/Street)                                  City                            State          Zip Code


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

I hereby designate, pursuant to Article 9 of the above-referenced plan, the
below-designated person(s) as my beneficiary in the event of my death:

===========================================================================================================================
Beneficiary's Name                                             Address

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


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


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

I UNDERSTAND THAT THE DESIGNATION OF A BENEFICIARY OTHER THAN MY SPOUSE MUST BE
CONSENTED TO IN WRITING BY MY spouse.

In the event any of the above-named beneficiaries should predecease me, or shall
survive me but die before receiving all amounts to be paid, I hereby name the
following as a contingent beneficiary to receive any such unpaid amounts:

===========================================================================================================================
Beneficiary's Name                                             Address

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


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


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

In the event none of the above-named beneficiaries survive me, any unpaid
amounts shall be paid to my lawful successor in interest. I reserve the right to
change this beneficiary designation at any time by filing with the Committee or
its Designee a new beneficiary designation form.

I UNDERSTAND THAT MY MOST RECENT ELECTION AS TO THE BENEFICIARY DESIGNATION WILL
APPLY TO ALL DEFERRALS BY ME UNDER THE PLAN.

=========================================================================================================================
Employee Signature                                                                     Date


- -------------------------------------------------------------------------------------------------------------------------
Receipt Acknowledged By                           Title                                Date


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

SPOUSAL CONSENT:  I HEREBY CONSENT TO THE DESIGNATION OF BENEFICIARY SET FORTH
HEREIN.

=========================================================================================================================
Spouse's Signature                                                    Date


- -------------------------------------------------------------------------------------------------------------------------
Witness                                                               Date


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




   26


12/15/99          The Plan was amended and restated as of December 15, 1999 to
                  reflect the following changes:

                  New Section 12.5 was added to read as shown.

                  Sections 13.3, 13.4 and 13.5 were redesignated as Sections
                  13.4, 13.5 and 13.6, respectively. A new Section 13.3, Lump
                  Sum Payments, was added to read as shown.

EX-10.10

   1
                                                                   EXHIBIT 10.10


                                MCN ENERGY GROUP
                            LONG-TERM INCENTIVE PLAN



                   (AS AMENDED AND RESTATED DECEMBER 15, 1999)





   2



                                MCN ENERGY GROUP

                            LONG-TERM INCENTIVE PLAN

                                Table of Contents



                                                                                   Page
                                                                                   ----
                                                                               
Article 1 - Title, Purpose and Effective Date...................................... 1

     1.1      Title ............................................................... 1

     1.2      Purpose ............................................................. 1

     1.3      Effective Date ...................................................... 1

Article 2 - Definitions............................................................ 1

     2.1      Affiliated Company................................................... 1

     2.2      Award................................................................ 1

     2.3      Board of Directors................................................... 1

     2.4      Cause ............................................................... 2

     2.5      Code ................................................................ 2

     2.6      Committee............................................................ 2

     2.7      Common Stock......................................................... 2

     2.8      Corporation ......................................................... 2

     2.9      Deferred Account..................................................... 2

     2.10     Disability .......................................................... 2

     2.11     Incentive Stock Option............................................... 2

     2.12     Key Employee......................................................... 2

     2.13     Nonemployee Director................................................. 2

     2.14     Nonqualified Stock Option............................................ 2

     2.15     Participant ......................................................... 2

     2.16     Participating Corporation............................................ 2




                                       i



   3




                                                                                   Page
                                                                                   ----
                                                                               
     2.17     Peer Group........................................................... 2

     2.18     Performance Share.................................................... 2

     2.19     Plan Interest Rate................................................... 3

     2.20     Stock Option ........................................................ 3

     2.21     TSR or Total Shareholder Return...................................... 3

Article 3 - Administration......................................................... 3

     3.1      Committee and Board to Administer.................................... 3

     3.2      Authority of the Committee and Board................................. 3

     3.3      Decisions Binding.................................................... 3

Article 4 - Eligibility for Awards................................................. 4

Article 5 - Performance Cycle and Performance Comparison........................... 4

     5.1      Performance Cycle.................................................... 4

     5.2      Performance Comparison............................................... 4

Article 6 - Grant of Awards........................................................ 4

     6.1      Grant of Performance Shares and Stock Options........................ 4

     6.2      Initial Individual Award............................................. 4

     6.3      Initial Grant........................................................ 5

     6.4      Adjustment to Initial Grant.......................................... 5

Article 7 - Dividend Equivalents................................................... 6

Article 8 - Vesting of Performance Shares.......................................... 6

     8.1      Performance Shares   ................................................ 6

     8.2      Stock Options ....................................................... 7

     8.3      Common Stock Holding Requirement..................................... 7





                                       ii



   4



                                                                                   Page
                                                                                   ----
                                                                               
Article 9 -   Performance Shares Valuation and
              Payment of Final Awards.............................................. 7

     9.1      Performance Shares - Amount of Final Award........................... 7

     9.2      Performance Shares = Payment of Final Award.......................... 8

Article 10 -  Deferral of Performance Shares....................................... 8

     10.1     Election to Defer.................................................... 8

     10.2     Deferral Election Agreement.......................................... 8

     10.3     Establishment of Deferred Account.................................... 8

     10.4     Dividend Equivalents................................................. 9

     10.5     Timing of Retirement Distributions................................... 9

     10.6     Form of Distributions................................................ 10

     10.7     Termination Benefit.................................................. 10

     10.8     Change in Payment Option............................................. 10

     10.9     Hardship Withdrawal Benefits......................................... 10

     10.10    Interaction with the MCN Energy Group Mandatory Deferred
              Compensation Plan.................................................... 11

Article 11 -  Funding of Benefits.................................................. 11

     11.1     Unfunded Plan........................................................ 11

     11.2     Non-ERISA Plan....................................................... 11

Article 12 -  Tax Withholdings..................................................... 12

     12.1     Tax Withholding...................................................... 12

Article 13 -  Selection of and Payments to a Beneficiary........................... 12

     13.1     Beneficiary Designation.............................................. 12

     13.2     Change in Beneficiary Designation.................................... 12





                                      iii



   5



                                                                                   Page
                                                                                   ----
                                                                               
     13.3     Pre-Retirement Survivor Benefit  .................................... 12

     13.4     Post-Retirement Survivor Benefit..................................... 13

Article 14 - Amendment and Termination............................................. 13

     14.1     Amendment, Modification, and Termination............................. 13

     14.2     Awards Previously Granted............................................ 13

     14.3     Right to Suspend .................................................... 13

     14.4     Right to Accelerate.................................................. 13

Article 15 - Miscellaneous......................................................... 14

     15.1     No Right of Continued Employment..................................... 14

     15.2     Delivery of Shares................................................... 14

     15.3     Transfer and Leave of Absence........................................ 14

     15.4     Michigan Law to Govern............................................... 14

     15.5     Forfeitures.......................................................... 14

     15.6     Gender, Number and Heading .......................................... 15

Article 16 - Change in Control..................................................... 15

     16.1     Change in Control.................................................... 15

     16.2     Transfer to Rabbi Trust.............................................. 16

     16.3     Joint and Several Liability.......................................... 16



Attachments

Historical Background



                                       iv

   6

                                MCN ENERGY GROUP
                            LONG-TERM INCENTIVE PLAN

                   (AS AMENDED AND RESTATED DECEMBER 15, 1999)


                                    ARTICLE 1
                        TITLE, PURPOSE AND EFFECTIVE DATE

         1.1 TITLE. The title of the Plan, formerly the "MCN Energy Group
Long-Term Incentive Performance Share Plan," shall be the "MCN Energy Group
Long-Term Incentive Plan" and is referred to in this document as the "Plan."
This Plan is governed by the broader provisions set forth in the MCN Corporation
Stock Incentive Plan approved by shareholders on May 10, 1989. The MCN
Corporation Stock Incentive Plan shall govern any conflicting provisions between
such plan and this Plan.

         1.2 PURPOSE. The purpose of the Plan is to promote the success of MCN
Energy Group Inc. (the "Corporation" or "MCN") by providing financial incentives
to Key Employees of the Corporation and its affiliated companies, thereby
promoting the long-term growth and financial success of the Corporation by (i)
attracting and retaining outstanding ability, (ii) strengthening the
Corporation's capability to develop, maintain, and direct a competent management
team, (iii) providing an effective means for Key Employees to acquire and
maintain ownership of MCN stock, (iv) motivating Key Employees to achieve
long-range performance goals and objectives, and (v) providing incentive
compensation opportunities competitive with those of other major corporations.

         1.3 EFFECTIVE DATE. The Plan is effective December 15, 1999.


                                    ARTICLE 2
                                   DEFINITIONS

         The following terms have the meaning described below when used in the
Plan:

         2.1        "Affiliated Company" means any corporation while such
corporation is a member of the same controlled group of corporations (within the
meaning of Section 414(b) of the Code) as the Corporation or any other employing
entity while such entity is under common control (within the meaning of Section
414(c) of the Code) of the Corporation.

         2.2 "Award" shall mean a grant of Performance Shares and Stock Options
under this Plan.

         2.3 "Board Of Directors" or "Board" shall mean the Board of Directors
of the Corporation.







   7

         2.4 "Cause" shall mean repeated material breaches of a Key Employee's
duties of employment which are not cured after receipt by the Key Employee of
written notice specifying such breaches or the Key Employee's conviction of a
felony involving moral turpitude.

         2.5 "Code" shall mean the Internal Revenue Code of 1986, as amended.

         2.6 "Committee" shall mean not less than three Nonemployee Directors of
the Board, who, at the time of service on the Compensation Committee hereunder,
are, and at all times during the twelve month period prior to his or her
becoming a member shall have been, not eligible to receive an Award granted by
such Committee under the Plan.

         2.7 "Common Stock" shall mean common stock, par value $.01 of the
Corporation.

         2.8 "Corporation" shall mean MCN Energy Group Inc. or any successor to
it in ownership of all or substantially all of its assets.

         2.9 "Deferred Account" shall mean an account established for a
Participant under Section 10.3.

         2.10 "Disability" shall have the meaning set forth in Section 22(e)(3)
of the Code.

         2.11 "Incentive Stock Option" shall mean an option intended to qualify
for the tax treatment applicable to incentive stock options under section 422 of
the Code.

         2.12 "Key Employee" shall mean an employee of the Corporation who
occupies a responsible executive, professional, or administrative position and
who has the capacity to contribute to the success of the Corporation, as
determined by the Committee or Board.

         2.13 "Nonemployee Director" shall have the meaning ascribed to such
term in Rule 16b-3 of the Securities Exchange Act of 1934.

         2.14 "Nonqualified Stock Option" shall mean an option that is not
intended to be an Incentive Stock Option.

         2.15 "Participant" shall mean a Key Employee who has been granted an
Award.

         2.16 "Participating Corporation" shall mean the Corporation, Affiliated
Company, or other affiliated entity (whether or not incorporated) designated by
the Board of Directors.

         2.17 "Peer Group" shall mean a peer group of 16 comparison companies as
reflected in Attachment I. The list may be revised as and when the Board deems
appropriate.

         2.18 "Performance Share" shall mean an award granted under Article 6.




                                       2




   8

         2.19 "Plan Interest Rate" shall mean the average interest rate of
10-year U.S. Treasury Notes for the November of the prior calendar year, or such
other rate as set by the Committee or Board.

         2.20 "Stock Option" shall mean a right granted under Article 6 hereof,
to purchase shares of Common Stock at a specified price during specified time
periods. Stock options shall be Nonqualified Stock Options.

         2.21 "Tsr" Or "Total Shareholder Return" shall mean the percentage
increase in value at the end of a three year period of $100 invested in Common
Stock at the beginning of the period with all dividends being reinvested at the
price of Common Stock at the end of the month in which the dividend is paid. To
determine the value at the beginning and end of any period, a calculation is
made of the average Common Stock price for the trading days from December 17
through January 15.


                                    ARTICLE 3
                                 ADMINISTRATION

         3.1 COMMITTEE AND BOARD TO ADMINISTER. The Committee and Board shall
administer the Plan. A majority of the members of the Committee or Board shall
constitute a quorum for the conduct of business at any meeting. They shall act
by majority vote of the members present at a duly convened meeting, which may
include a meeting by conference telephone call held in accordance with
applicable law. Action may be taken without a meeting if written consent thereto
is given in accordance with applicable law. The Committee or Board may delegate
its authority to administer the Plan.

         3.2 AUTHORITY OF THE COMMITTEE AND BOARD. Except as limited by law or
by the Certificate of Incorporation or Bylaws of the Corporation, and subject to
the provisions herein, the Committee or Board shall have full power to select
employees who shall participate in the Plan; determine the sizes and types of
Awards; determine the terms and conditions of Awards in a manner consistent with
the Plan; construe and interpret the Plan and any agreement or instrument
entered into under the Plan as they apply to employees; establish, amend, or
waive rules and regulations for the Plan's administration as they apply to
employees; and (subject to the provisions of Article 14 herein) amend the terms
and conditions of any outstanding Award to the extent such terms and conditions
are within the discretion of the Committee or Board as provided in the Plan.
Further, they shall make all other determinations, which may be necessary or
advisable for the administration of the Plan, as the Plan applies to employees.
The Committee or Board may delegate its authority as identified herein.

         3.3 DECISIONS BINDING. All determinations and decisions made by the
Committee or Board pursuant to the provisions of the Plan and all related orders
and resolutions of the Board shall be final, conclusive, and binding on all
persons, including the Corporation, its stockholders, Directors, employees,
Participants and their estates and beneficiaries.



                                       3




   9

                                    ARTICLE 4
                             ELIGIBILITY FOR AWARDS

         An Award may be made to a Key Employee selected by the Committee or
Board. In making this selection, and in determining the amount of the Award,
consideration may be given to the functions and responsibilities of the Key
Employee, his present and potential contributions to the success of the
Corporation, the value of his services to the Corporation, and such other
factors deemed relevant.


                                    ARTICLE 5
                  PERFORMANCE CYCLE AND PERFORMANCE COMPARISON

         5.1 PERFORMANCE CYCLE. The performance cycle is six years. Each
performance cycle is divided into two parts of three years each. Performance
cycles overlap.

         5.2 PERFORMANCE COMPARISON. The performance results for the Peer Group
and MCN shall be arranged on the basis of TSR from highest to lowest. The Peer
Group shall be divided into equal fourths or quartiles, with I being the highest
quartile and IV the lowest.


                                    ARTICLE 6
                                 GRANT OF AWARDS

         6.1 GRANT OF PERFORMANCE SHARES AND STOCK OPTIONS. Subject to the
limitations of the MCN Energy Group Inc. Stock Incentive Plan, the Committee or
Board shall, after such consultation with and consideration of the
recommendations of management as the Committee or Board considers desirable,
select those Key Employees to whom Performance Shares and Stock Options will be
granted. Subject to the provisions of the Plan, Performance Shares and Stock
Options shall be subject to such terms, restrictions, conditions, vesting
requirements, and payment rules (all of which are sometimes hereinafter
collectively referred to as "rules") as the Committee or Board may determine in
its sole discretion. All such rules applicable to a particular Award shall be
reflected in writing and furnished to the Key Employee at the time of grant. The
rules need not be identical for each award of Performance Shares or Stock
Options.

         6.2 INITIAL INDIVIDUAL AWARD. Initial individual Awards will be
established for each Key Employee during the first quarter of the fourth year of
the performance cycle, in accordance with Table I of Attachment II. The major
factors considered in determining the level of an individual award include: (a)
prior contribution and accomplishments; (b) projected contribution and impact on
driving business performance and shareholder value over the next three years;
(c) career potential; and (d) retention.

                  (a) VALUE OF PERFORMANCE SHARES. The value of Performance
Shares shall be based in whole or in part, on the fair market value of Common
Stock.





                                       4



   10

                  (b) VALUE OF STOCK OPTIONS. Pursuant to the Code, Stock
Options have no readily ascertainable fair market value on the date of grant.
Stock Options may be used to purchase Common Stock at a purchase price (or
option price) equal to 100 percent of the fair market value of such Common Stock
on the date the Stock Option is granted.

                  (c)FAIR MARKET VALUE OF COMMON STOCK. For purposes of
Sections 6.1(a) and (b), the fair market value of Common Stock shall be based on
the average Common Stock price for the trading days from December 17 through
January 15 immediately preceding the grant of the Awards.

         6.3 INITIAL GRANT. Subject to the Committee's or the Board's
discretion, the initial grant shall be made in the first quarter of the fourth
year of the performance cycle, based on TSR in the first three years of the
performance cycle as compared to TSR of the Peer Group. Initial grants are
determined by adjusting the initial individual Award either upward or downward
based on MCN's TSR performance compared to the Peer Group, as reflected in Table
II on Attachment II. Other performance criteria may be used at the sole
discretion of the Board or Committee.

         6.4 ADJUSTMENT TO INITIAL GRANT. An adjustment of initial grants may be
made at the sole discretion of (i) the Board or Committee for a Participant in
Tiers I and II; and (ii) the Chairman of MCN for any other Participant. In
general, however, an initial grant shall be adjusted as described below for the
circumstances listed in 6.4(a) through (e).

                  (d) NORMAL RETIREMENT OR DISABILITY. In the event of the
retirement of a Participant at age 62 or older, or retirement due to Disability,
the initial grant will be unchanged. Final awards of Performance Shares, if any,
will be given at the end of the performance cycle and adjusted pursuant to
Article 9.

          In the event of the retirement of a Participant at age 62 or older, or
retirement due to Disability, all unvested Stock Options shall become
immediately vested. A Participant shall have one year from the date of the
Participant's retirement to exercise the Stock Options in which the Participant
had a vested interest.

                  (b) EARLY RETIREMENT. In the event of the retirement of a
Participant prior to age 62, the initial grant shall be prorated according to
the number of whole months in the last half of the performance cycle that the
Participant was an active employee. Any proration of the initial grant shall be
effective as of the date of early retirement. A proration of the initial grant
of Performance Shares may result in the forfeiture of some, all, or none of such
Performance Shares. Final awards of Performance Shares, if any, will be given at
the end of the performance cycle and adjusted pursuant to Article 9.

          In the event of the retirement of a Participant prior to age 62, all
unvested Stock Options shall be immediately forfeited.



                                       5





   11

                  (c) DEATH. In the event of the death of the Participant, the
initial grant for each performance cycle shall be unchanged. The final Award of
Performance Shares for each performance cycle shall be valued and paid in
accordance with Article 9.

           In the event of the death of the Participant, all unvested Stock
Options shall be immediately forfeited. A Participant's estate shall have one
year from the date of the Participant's death to exercise the Stock Options in
which the Participant had a vested interest.

                  (d) OTHER TERMINATIONS - PERFORMANCE SHARES. In the event of
termination for any reason not described in Sections 6.4(a), (b) or (c), a
Participant's initial grant of Performance Shares may be adjusted by all, none,
or any portion of the initial grant of Performance Shares that have been given
to the Participant. The reduction in initial grants is effective as of the date
of termination. Final awards, if any, will be given at the end of the
performance cycle and adjusted pursuant to Article 9.

                  (e) OTHER TERMINATIONS - STOCK OPTIONS. In the event of
termination for any reason not described in Sections 6.4(a), (b) or (c), the
entire amount of a Participant's initial grant of Stock Options that are not
vested at the time of termination shall be forfeited. A Participant shall have
30 days from the date of such termination to exercise the Stock Options in which
he has a vested interest.



                                    ARTICLE 7
                              DIVIDEND EQUIVALENTS

         During the second part of the performance cycle (years four through
six) Participants will receive dividend equivalent amounts based on the number
of Performance Shares in the initial grant, as adjusted pursuant to Section 6.4.
Dividend equivalents for dividends with a record date that is subsequent to a
Participant's retirement or termination date, will be paid to the Participant
based on the reduced number of Performance Shares, as determined under Section
6.4.


                                    ARTICLE 8
                                VESTING OF AWARDS

         8.1      PERFORMANCE SHARES.

                  (a) GENERAL. Subject to the Committee's or the Board's
discretion and the rules of Sections 6.4 and 16.1, Performance Shares shall
fully vest and be one hundred percent (100%) nonforfeitable on the date the
Board approves the final Award (the "Vesting Date").

                  (b) DEATH - PRIOR TO VESTING DATE. Subject to the Committee's
or the Board's discretion and the rules of Sections 6.4 and 16.1, upon
termination of employment prior


                                       6



   12

to the Vesting Date by reason of the Participant's death, all Performance Shares
granted to such Participant shall become fully vested and nonforfeitable as of
the date of death.

         8.2 STOCK OPTIONS. Subject to the rules of Sections 6.4 and 16.1, Stock
Options shall become vested on a pro-rata basis over a three-year period
beginning with the date of grant. Vested Stock Options may be exercised by the
Participant during the period that begins on the date the Stock Options vest and
ends on the date that is 10 years after the date of the grant of the Stock
Options. A Stock Option shall be exercised by delivering notice to the Company's
principal office, to the attention of its Secretary, no less than one business
day in advance of the effective date of the proposed exercise. The exercise
price shall equal the average of the high and low Common Stock price on the New
York Stock Exchange Composite Tape for the day of the February Board meeting.

         Payment for shares of Common Stock purchased upon the exercise of a
Stock Option shall be made on the effective date of such exercise with the
Company facilitating a cashless exercise on behalf of the employee. At no time
will the Company directly sell shares of Common Stock under this Plan.

         8.3 COMMON STOCK HOLDING REQUIREMENT. Participants receiving Common
Stock as a final award under the Plan are required to hold such Common Stock
until they separate employment from the Company, to the extent the Participant
does not meet the Common Stock Ownership Guidelines described in Attachment III.

         Participants must consult with MCN's Legal Department prior to
executing any sale of Common Stock. Compliance with the Common Stock Ownership
Guidelines will be determined at that time. A Participant's failure to comply
with this section 8.3 shall result in disciplinary action up to and including
termination of employment.


                                    ARTICLE 9
                      VALUATION AND PAYMENT OF FINAL AWARDS

         9.1 PERFORMANCE SHARES - AMOUNT OF FINAL AWARD.

                  (a) GENERAL. Final Awards will be determined by adjusting the
initial grant of Performance Shares either upward or downward based on the
Corporation's performance in years four through six of the performance cycle as
compared to the TSR of the Peer Group. Calculation of TSR performance for the
final Award of Performance Shares will follow that described in Section 5.2.
Other performance criteria may be used at the sole discretion of the Board or
Committee. The Board will authorize the size of the final Award of Performance
Shares based on Table III in Attachment II. The value of the final Award of
Performance Shares shall be determined using the simple average of the sales
price of the shares of Common Stock, sold under the provisions of this Plan,
over a one to five trading-day period beginning with the trading day after the
day the MCN Board of Directors approves the final Award.





                                       7



   13

                  (b) DEATH. Final Awards will be determined by adjusting the
initial grant of Performance Shares either upward or downward based on the
midpoint percentage of the Corporation's TSR quartile compared to the TSR of the
Peer Group for the quarter immediately preceding the Participant's date of
death. The value of the final Award of Performance Shares shall be determined
using the simple average of the reported high and low prices of Common Stock on
the New York Stock Exchange composite tape on the date of death. If the date of
death is not a trading day, the value of the final Award of Performance Shares
shall be determined using the simple average of the reported high and low prices
of Common Stock on the New York Stock Exchange composite tape on the first
trading day prior to the date of death.

         9.2 PERFORMANCE SHARES - PAYMENT OF FINAL AWARD.

                  (a) GENERAL. Final Awards of Performance Shares, in the form
of Common Stock, will be made in the first quarter following the end of the
six-year performance cycle.

                  (b) DEATH. Final Awards of Performance Shares, in the form of
Common Stock, shall be paid to the Beneficiary no later than 120 days after the
Participant's date of death.




                                   ARTICLE 10
                         DEFERRAL OF PERFORMANCE SHARES

         10.1 ELECTION TO DEFER. A Participant in Tiers I through V may elect,
  no later than October 31 of the calendar year preceding the calendar year in
  which an Award would otherwise be payable to the Participant, to defer his
  Award of Performance Shares in an amount (i) not less than 50 percent, nor
  (ii) in excess of 100 percent of the Award of Performance Shares less the
  Federal Insurance Contributions Act tax on such Award, in 10 percent
  increments. The Award of Performance Shares shall be deferred until
  termination of employment with the Corporation (the "Deferral Period"). The
  Deferral Period may not extend past the date the Participant terminates
  employment with the Corporation for any reason.

         10.2 DEFERRAL ELECTION AGREEMENT. The Committee or Board shall provide
to each Key Employee a form of Deferral Election Agreement (See Attachment IV),
which shall set forth the Key Employee's acceptance of the terms provided
hereunder, his agreement to be bound by the terms of the Plan, and such other
matters as are set forth in this Plan or deemed advisable by the Committee or
Board. The most recent Deferral Election Agreement shall be effective for all
payments made to a Participant under the Plan with regards to the Deferral
Period, payment of dividend equivalents and distribution elections.

         10.3 ESTABLISHMENT OF DEFERRED ACCOUNT. The Committee or Board shall
establish a Deferred Account for each Participant in regards to the Awards the
Participant has elected to defer, as set forth on his Deferral Election
Agreement.




                                       8




   14

                  (A) DENOMINATION OF DEFERRALS - GENERAL. During the Deferral
Period, a Participant's Deferred Account shall be denominated in common stock
equivalents equal to the number of shares of Common Stock the Participant would
have otherwise received ("Share Equivalents"), had he not made an election to
defer under Section 10.1.A Participant's Deferred Account shall earn dividend
equivalents during the Deferral Period in accordance with Section 10.4.

                  (B) DENOMINATION OF DEFERRALS -AFTER COMPLETION OF DEFERRAL
PERIOD OR AGE 65. On the earlier of the date (i) the Deferral Period ends or
(ii) the Participant turns age 65 ("Valuation Date"), the Participant's account
shall be valued on a cash basis, using the average of the high and low Common
Stock price on the New York Stock Exchange Composite Tape on the Valuation Date.
Such cash valuation shall be used for purposes of determining the amount of
interest to be credited to the Participant's account during the period annual
distributions are made to the Participant ("Payout Period") and for purposes of
determining the number of shares of Common Stock that will be distributed to a
Participant during the Payout Period, in accordance with Section 10.6. Interest
shall be credited annually on the Anniversary Date on the declining cash balance
at the Plan Interest Rate. The Human Resources Department shall notify each
Participant of his account balance within a reasonable time after the end of the
Participant's Deferral Period.

         10.4 DIVIDEND EQUIVALENTS. Dividend equivalents equal to 50% of the
dividends payable on MCN Common Stock shall be credited to a Participant's
Account during the Deferral Period based on the Share Equivalents held in such
Participant's Account. Dividend equivalents shall be reinvested in Share
Equivalents based upon the average of the high and low Common Stock price on the
dividend payment date. Alternatively, a Participant may elect on his Deferral
Election Agreement to have all of such credited dividend equivalents paid
directly to him in cash during the Plan Year. A Participant's election regarding
dividend equivalents shall be effective for all Share Equivalents held in the
Participant's Account on the January 1 immediately following execution of his
Deferral Election Form and shall remain in effect until revoked by the
Participant. Revocation of a dividend equivalent election shall be effective on
the January 1 immediately following revocation.

         10.5 TIMING OF RETIREMENT DISTRIBUTIONS. Upon completion of a
Participant's Deferral Period, the distribution of the Participant's Deferred
Account shall be made in accordance with the Participant's selection on his
Deferral Form; either (i) in annual payments over a period not less than one
year and not more than 15 years, in one year increments, or (ii) as a lump sum
distribution. If no Deferral Form is on file or no distribution option is
indicated on the Deferral Form, the Participant's Deferred Account shall be
distributed in one lump sum. All distributions shall be paid out at the end of
the quarter in which the Participant's retirement date occurs. If a Participant
has elected annual payments, the initial payment shall be made at the end of the
quarter in which the Participant's Deferral Period ends. All subsequent annual
payments shall be made at the end of the quarter in which the anniversary of the
Participant's Deferral Period ("Anniversary Date") occurs. Interest shall accrue
on the value of the Participant's account from the Valuation date to the end of
the quarter in which the initial payment is distributed.



                                       9




   15

         10.6 FORM OF DISTRIBUTIONS. Notwithstanding the fact that a
Participant's Deferred Account shall be valued on a cash basis as of the
Valuation Date, the distribution to a Participant shall be paid in MCN common
stock. The number of shares of Common Stock to be distributed shall equal the
number of shares (rounded up to the next whole number of shares) such
cash-valued Deferred Account, divided by the number of payments remaining in the
Payout Period, could have purchased based on the average of the high and low
Common Stock price on the New York Stock Exchange Composite Tape on the fifth
trading-day prior to the end of the quarter in which Valuation Date (or
Anniversary Date for all subsequent payments) occurs. The number of shares
distributed annually shall be determined by amortizing the cash value of the
Participant's Deferred Account over the Payout Period. Interest shall be
credited annually on the declining balance at the Plan Interest Rate. The number
of shares distributed annually to the Participant shall be recalculated on the
Participant's Anniversary Date to reflect changes in the Plan Interest Rate, the
decrease in the number of annual payments left to be made, and other changes to
the Participant's Deferred Account balance. The amortization schedule shall be
updated annually to reflect the average 10-year Treasury Note interest rate for
the fifth trading-day prior to the end of the quarter in which Valuation Date
(or Anniversary Date for all subsequent payments) in which the distribution is
to be made.

         10.7 TERMINATION BENEFIT. A Participant who terminates employment prior
to completion of his Deferral Period shall receive payment of his Account
balance in accordance with the Participant's election on his Deferral Election
Agreement; either in annual payments over three years or as a lump sum
distribution. If no election is indicated on the Participant's Deferral Election
Agreement, the Participant's termination benefit shall be paid to him in annual
payments over three years beginning no later than 120 days after termination of
employment. If the Participant's account is to be paid in annual installments,
the account shall be valued in accordance with Section 10.3(b), using the
termination date as the Valuation Date, and the timing and form of payments
shall be determined in accordance with Sections 10.5 and 10.6.

         10.8 CHANGE IN PAYMENT OPTION. A Participant's election regarding the
distribution of his account on his Deferral Election Agreement shall be
effective for all distributions from the Participant's account on the January 1
immediately following execution of his Deferral Election Form and shall remain
in effect until a different election is indicated by the Participant on a
subsequent Deferral Election Form. The payment options selected by the
Participant on his Deferral Election Agreement may be changed at any time by the
Participant submitting a new payment selection to the Committee or Board, but a
change shall be effective only if it is received by the Committee or Board at
least 12 months before payments under the Plan commence.

         10.9 HARDSHIP WITHDRAWAL BENEFITS. At any time prior to a distribution
in accordance with Section 10.6, a Participant may request that the Committee or
Board make a distribution to him of all or part of his Deferred Account within
120 days. Such distribution shall be made only if the Committee or Board
determines that the Participant is suffering from a financial hardship that
cannot be satisfied from his normal sources of income, and the distribution
shall be limited to the amount required to meet the financial hardship. In
making these determinations, the Committee or Board shall utilize the
regulations proposed or adopted by the U.S. Department of Treasury pursuant to
Section 401(k) of the Code and the rules under the Savings Plan. A financial
hardship shall first be satisfied from (i) a loan under the provisions of the
Savings Plan, (ii) the MCN Executive Deferred



                                       10




   16

Compensation Plan, and (iii) the Supplemental Savings Plan, before a hardship
distribution may be made from the Plan.

         10.10 INTERACTION WITH THE MCN ENERGY GROUP MANDATORY DEFERRED
COMPENSATION PLAN. The portion of any Award required to be deferred under The
MCN Energy Group Mandatory Deferred Compensation Plan will be deemed to be
deferred in accordance with Section 10.1 of the Plan.


                                   ARTICLE 11
                               FUNDING OF BENEFITS

         11.1 UNFUNDED PLAN. The Plan shall be unfunded. All benefits payable
under the Plan shall be paid from the Corporation's general assets. The
Corporation shall not be required to set aside or hold in trust any funds for
the benefit of a Participant or Beneficiary, who shall have the status of a
general unsecured creditor with respect to the Corporation's obligation to make
benefit payments pursuant to the Plan. Any assets of the Corporation available
to pay Plan benefits shall be subject to the claims of the Corporation's general
creditors and may be used by the Corporation in its sole discretion for any
purpose. No employee shall have voting or other rights with respect to such
shares of Common Stock prior to the delivery of such shares. The Corporation
shall not, by any provisions of the Plan, be deemed to be a trustee of any
Common Stock or any other property under the Plan, and any liabilities of the
Corporation to any employee pursuant to the Plan shall be those of a debtor
pursuant to such contract obligations as are created by or pursuant to the Plan,
and the rights of any employee, former employee, or beneficiary under the Plan
shall be limited to those of a general creditor of the Corporation. In its sole
discretion, the Board may authorize the creation of trusts or other arrangements
to meet the obligations of the Corporation and each other Participating
Corporation under the Plan provided, however, that the existence of such trusts
or other arrangements is consistent with the unfunded status of the Plan.

         11.2 NON-ERISA PLAN. The Plan is intended to provide benefits for "a
select group of management or highly compensated employees" within the meaning
of Sections 201, 301 and 401 of the Employee Retirement Income Security Act of
1974, as amended ("ERISA"), and therefore to be exempt from Sections 2, 3 and 4
of Title 1 of ERISA. Accordingly, the Plan shall terminate and, existing account
balances and other benefits in pay status shall be paid in a single, actuarially
equivalent lump-sum and no further benefits, vested or non-vested, shall be paid
hereunder in the event it is determined by a court of competent jurisdiction or
by an opinion of counsel that the Plan constitutes an employee pension benefit
plan within the meaning of Section 3(2) of ERISA which is not so exempt.



                                       11


   17

                                   ARTICLE 12
                                TAX WITHHOLDINGS


         12.1 TAX WITHHOLDING. The Corporation shall not make the delivery of
any shares of Common Stock until the Participant has made satisfactory
arrangements for the payment of any applicable withholding taxes. The
tax-withholding obligation may be satisfied by any of the following means, a
combination of such means, or any other means established by the Committee or
Board:

                  (a) tendering cash payment;

                  (b) authorizing the Corporation to (i) withhold up to 100% of
the Common Stock to be issued and (ii) facilitate the sale of such stock; or

                  (c) delivery to the Corporation by the Participant of owned
and unencumbered shares of Common Stock having an aggregate fair market value on
the date the withholding tax arises less than or equal to the amount of the
withholding tax obligation.

The Participant must satisfy the tax-withholding obligation no later than 30
days from the date the Award vests. The Committee or Board may establish
procedures it deems appropriate to assist a Participant in making such payment.


                                   ARTICLE 13
                   SELECTION OF AND PAYMENTS TO A BENEFICIARY

         13.1 BENEFICIARY DESIGNATION. A Participant shall designate a
beneficiary on his Beneficiary Designation Form, as provided in Attachment V.
The designation of a beneficiary other than the Participant's spouse must be
consented to in writing by the spouse. If a Participant has not designated a
beneficiary, or if a designated beneficiary is not living or in existence at the
time of a Participant's death, any death benefits payable under the Plan shall
be paid to the Participant's spouse, if then living, and if the Participant's
spouse is not then living, to the Participant's estate.

         13.2 CHANGE IN BENEFICIARY DESIGNATION. A Participant may change the
designated beneficiary, subject to the restriction in Section 13.1, from time to
time by filing a new written designation with the Committee or Board. Such
designation shall be effective upon receipt by the Committee or Board.

         13.3 PRE-RETIREMENT SURVIVOR BENEFIT. If a Participant dies prior to
completion of the Deferral Period, his Beneficiary shall be entitled to receive
a distribution of the Participant's Deferred Account. The distribution to a
beneficiary shall be paid in Common Stock equal to the number of shares of
Common Stock deemed to be held in the Participant's Deferred Account and valued
at the closing price of MCN Common Stock on the New York Stock Exchange
composite tape on the day of the Participant's death. The distribution shall be
paid in accordance with the Participant's selection on his Deferral Form; either
in annual installments over a three-year period, or as a lump sum distribution.
If the Participant's account is to be paid in annual installments, the account
shall be valued in accordance with Section 10.3(b), using the Participant's date
of death as the Valuation Date, and the timing and form of payments shall be
determined in accordance with Sections 10.5 and 10.6.




                                       12


   18

Payments to the beneficiary shall begin as soon as practicable, but in no event
later than one year following the Participant's death.

         13.4 POST-RETIREMENT SURVIVOR BENEFIT. If a Participant dies subsequent
to the start of his distribution payments under Section 10.5, his beneficiary
shall be entitled to continue to receive the distribution of the Participant's
Deferred Account for the remainder of the period over which benefits were being
paid to the deceased Participant.



                                   ARTICLE 14
                            AMENDMENT AND TERMINATION

         14.1 AMENDMENT, MODIFICATION, AND TERMINATION. The Committee or Board
may at any time and from time to time, alter, amend, suspend, or terminate the
Plan in whole or in part; provided, however, that no amendment which requires
shareholder approval in order for the Plan to continue to comply with Rule 16b-3
under the Securities Exchange Act of 1934, including any successor to such Rule,
shall be effective unless such amendment shall be approved by the requisite vote
of shareholders of the Corporation entitled to vote thereon.

         14.2 AWARDS PREVIOUSLY GRANTED. No termination, amendment, or
modification of the Plan shall adversely affect in any material way any Award
previously granted under the Plan, without the written consent of the
Participant holding such Award.

         14.3 RIGHT TO SUSPEND. If the Board determines that payments under
Sections 7.1, 9.3, 9.4 or 10.5 of the Plan would have a materially adverse
affect on the Company's ability to carry on its business, the Board may suspend
any or all such payments temporarily for such time as in it sole discretion it
deems advisable, but in no event for a period in excess of one year. The Company
shall pay such suspended payments in a lump sum distribution of (i) Common Stock
for payments under Sections 9.3, 9.4 and 10.6, and (ii) cash for payments under
Section 7.1, immediately upon the expiration of the period of suspension.

         14.4 RIGHT TO ACCELERATE. The Board in its sole discretion may
accelerate all vested benefits upon termination of the Plan, and pay such
benefits in a single, actuarially equivalent lump-sum distribution of Common
Stock.



                                       13


   19

                                   ARTICLE 15
                                  MISCELLANEOUS

         15.1 NO RIGHT OF CONTINUED EMPLOYMENT. Neither the establishment of the
Plan, the granting of an Award, or the payment of any benefits hereunder or any
action of the Corporation or of the Board or of the Committee shall be held or
construed to confer upon any person any legal right to be continued in the
employ of the Corporation or its direct or indirect subsidiaries, each of which
expressly reserves the right to discharge any employee whenever the interest of
any such Corporation in its sole discretion may so require without liability to
such Corporation, the Board or the Committee except as to any rights which may
be expressly conferred upon such employee under the Plan.

         15.2 DELIVERY OF SHARES. No shares shall be delivered pursuant to the
payment of any Award unless the requirements of such laws and regulations, as
may be deemed by the Committee or Board to be applicable thereto, are satisfied.

         15.3 TRANSFER AND LEAVE OF ABSENCE. A transfer of a Key Employee from a
Participating Corporation to an Affiliated Company and a leave of absence duly
authorized in writing by the Participating Corporation, for military service or
sickness, or for any other purpose approved by the Participating Corporation,
shall not be deemed a termination of employment.

         15.4 MICHIGAN LAW TO GOVERN. All questions pertaining to the
construction, regulation, validity, and effect of the provisions of the Plan
shall be determined in accordance with the laws of the State of Michigan.

         15.5 FORFEITURES. Notwithstanding any other provisions of this Plan, if
the Committee or Board finds by a majority vote, after full consideration of the
facts, that a Participant, before or after termination of his employment with
the Corporation or an Affiliated Company for any reason:

                  (a) committed or engaged in fraud, embezzlement, theft,
commission of a felony, or proven dishonesty in the course of his employment by
the Corporation or its subsidiaries, which conduct damaged the Corporation or
its subsidiaries, or disclosed trade secrets of the Corporation or its
subsidiaries;

                  (b) participated, engaged in, or had a financial or other
interest, whether as an employee, officer, director, consultant, contractor,
shareholder, owner, or otherwise, in any commercial endeavor in the United
States which has a significant competitive impact on the business of the
Corporation or its subsidiaries without the written consent of the Corporation
or its subsidiaries; or

                  (c) has taken any other action that has a significant adverse
impact in the Corporation or its subsidiaries,

the Participant shall forfeit all outstanding Performance Shares which are not
vested and all unexercised Stock Options. This forfeiture requirement shall not
apply to Awards that have been deferred under Article 10. Clause (b) shall not
be deemed to have been violated solely by reason



                                       14



   20

of the Participant's ownership of stock or securities of any publicly owned
corporation, if that ownership does not result in effective control of the
Corporation.

                  The decision of the Committee or Board as to the cause of the
Participant's discharge, the damage done to the Corporation or its subsidiaries,
and the extent of the Participant's competitive activity shall be final. No
decision of the Committee or Board, however, shall affect the finality of the
discharge of the Participant by the Corporation or its subsidiaries in any
manner.

         15.6 GENDER, NUMBER AND HEADING. Whenever any words are used herein in
the masculine gender, they shall be construed as though they were also used in
the feminine gender in all cases where they would so apply. Whenever any words
used herein are in the singular form, they shall be construed as though they
were also used in the plural form in all cases where they would so apply.
Headings of sections and subsections as used herein are inserted solely for
convenience and reference and constitute no part of the Plan.


                                   ARTICLE 16
                                CHANGE IN CONTROL

         16.1 CHANGE IN CONTROL. In the case of a Change in Control (as defined
in the MCN Energy Group Inc. Stock Incentive Plan), each Award shall immediately
be fully vested and any restrictions on the transfer of previously issued stock
shall lapse. For this purpose, the number of Performance Shares which shall vest
shall in no event be less than one hundred percent (100%) of the initial grant;
provided, however, that for each outstanding award year, if the Corporation is
ranked in the first or second quartile of the peer group during the second half
of the performance cycle at the time of the Change in Control, the number of
Performance Shares which shall vest shall be two hundred percent (200%) or one
hundred fifty percent (150%), respectively, of the initial grant. Such Award
shall be paid within thirty (30) days of such Change in Control, either in
shares of Common Stock or if the Corporation no longer has common stock
outstanding, the same consideration received by the Corporation's shareholders
upon the consummation of the Change in Control transaction.

         Performance Shares that have been previously deferred in accordance
with Article 10 shall be transferred to the MCN Energy Group Executive Deferred
Compensation Plan. Prior to such transfer, each Participant's Deferred Account
shall be converted from denomination in Common Stock to cash based on the higher
of a Common Stock price of $28.50 or .775 times the DTE Energy Company common
stock price offered to the Corporation's shareholders upon the consummation of
the Change in Control transaction.

         Nothwithstanding any other section in this Plan, in a Change in Control
situation, the Committee shall, in its absolute discretion, have the power to:

         (a)      cancel, effective immediately prior to the occurrence of such
                  event, each unexercised Stock Option outstanding immediately
                  prior to such event (whether or




                                       15


   21
                  not exercisable) and, in full consideration of such
                  cancellation, pay to the Participant to whom such Stock Option
                  was granted an amount in cash for each share of Common Stock
                  subject to such Stock Option equal to the excess of (1) the
                  value of the property, as determined under the provisions of
                  Section 9.12 of the MCN Stock Incentive Plan, over (2) the
                  strike price of the Stock Option; and

         (b)      provide Participants with a choice of the form of the
                  distribution of all Performance Shares. Such distribution
                  forms shall include (1) 100% Common Stock, (2) 50% Common
                  Stock and 50% cash, and (3) 100% cash. If a Participant elects
                  to receive 100% Common Stock, such Participant must present a
                  check to the Company for the amount of taxes computed on the
                  distribution. If a Participant fails to make a distribution
                  election, distribution shall be in the form of 50% Common
                  Stock and 50% cash.

         In addition, in a Change in Control situation, the Chairman of MCN
shall have the absolute discretion to direct that a lump sum payment be made to
a Participant equal to the value of such Participant's Deferred Account in the
year of the Change in Control if such payment will reduce the amount of any
potential excise tax imposed by Code Section 4999.

         16.2 TRANSFER TO RABBI TRUST. The Corporation has established a trust
pursuant to a Trust Agreement dated January 3, 1991 (the "Rabbi Trust"). The
terms of the Rabbi Trust provide that, in the event of a Change of Control and
thereafter, assets are to be transferred to such Rabbi Trust to provide benefits
under the Plan. The Corporation shall make all transfers of funds required by
the Rabbi Trust in a timely manner and shall otherwise abide by the terms of the
Rabbi Trust. The transfer of funds required by this section shall be made in
shares of Common Stock.

         16.3 JOINT AND SEVERAL LIABILITY. Upon and at all times after a Change
in Control, the liability under the Plan of the Corporation and each Affiliated
Company that has adopted the Plan shall be joint and several so that the
Corporation and each such Affiliated Company shall each be liable for all
obligations under the Plan to each employee covered by the Plan, regardless of
the corporation by which such employee is employed.




                                       16


   22


              IN WITNESS WHEREOF, the undersigned officer of the Corporation has
executed this Plan as of this 15th day of December, 1999, pursuant to the
resolution adopted by the Board of Directors of the Corporation.





                                      MCN ENERGY GROUP INC.

                                      BY:
                                         --------------------------------
                                      Daniel L. Schiffer, Senior Vice President,
                                      General Counsel and Secretary



                                       17


   23



                                                                    ATTACHMENT I




                             MCN ENERGY GROUP, INC.

                              COMPARISON COMPANIES

Due to MCN's continued transition to a diversified energy holding company, a
change in the companies making up the peer group for measuring Award values and
payouts was made beginning with the 1999 plan year.





           PEER GROUP A                                                    PEER GROUP B
           ------------                                                    ------------
                                                             
  1.   CMS Energy Corporation                                    1.   CMS Energy Corporation
  2.   Coastal Corporation                                       2.   Columbia Gas System, Inc.
  3.   Columbia Gas System, Inc.                                 3.   Consolidated Natural Gas Company
  4.   Consolidated Natural Gas Company                          4.   DTE Energy
  5.   Enron Corporation                                         5.   El Paso Energy
  6.   Equitable Resources, Inc.                                 6.   Enbridge Inc.
  7.   K N Energy, Inc.                                          7.   Equitable Resources, Inc.
  8.   Marketspan Corporation (Brooklyn Union)                   8.   KN Energy
  9.   MCN Energy Group Inc.                                     9.   MCN Energy Group Inc.
 10.   National Fuel Gas Company                                 10.  MDU Resources
 11.   ONEOK Inc.                                                11.  National Fuel Gas Company
 12.   Questar Corporation                                       12.  ONEOK, Inc.
 13.   Sonat Inc.                                                13.  Peoples Energy
 14.   Southwest Energy Company                                  14.  Questar
 15.   The Williams Companies                                    15.  Sempra Energy
 16.   WICOR, Inc.                                               16.  Westcoast Energy





                 APPLICATION OF PEER GROUP TO PERFORMANCE CYCLES




    INITIAL GRANTS                                                        FINAL AWARDS
    --------------                                                        ------------
Period          Year    Peer Group                            Period          Year    Peer Group
- ------          ----    ----------                            ------          ----    ----------
                                                                       
1996 - 1998     1999        B                                 1996 - 1998     1999        A
1997 - 1999     2000        B                                 1997 - 1999     2000        B
1998 - 2000     2001        B                                 1998 - 2000     2001        B



   24




                                                                   ATTACHMENT II

         TABLE I - INITIAL INDIVIDUAL AWARD - 1999



                           --------- ------------------------ --------------------------
                                                                TARGET % BASE SALARY
                           TIER      DESCRIPTION
                           ========= ======================== ==========================
                                                    
                               I     Chairman & CEO                     160%
                           --------- ------------------------ --------------------------
                              II     Vice Chairman/Pres              70 - 110%
                           --------- ------------------------ --------------------------
                             III     VP/Officer/Exec. Dir.            35 - 60%
                           --------- ------------------------ --------------------------
                              IV     Director                         25 - 35%
                           --------- ------------------------ --------------------------
                              V      Sr. Staff/Mgmt.                  15 - 25%
                           --------- ------------------------ --------------------------
                           VI & VII  Discretionary              Up to 20% Population
                                                                 Max. 10% of Salary
                           --------- ------------------------ --------------------------


         The Initial Individual Award shall be made 50% in Performance Shares
         and 50% in Stock Options. Stock Options shall be issued on a ratio to
         be determined by the Committee based on the fair market value of Common
         Stock as determined in accordance with Section 6.2(c) of the Plan.

         TABLE II - Initial Grant of Performance Shares- 1999*



     ----------------------------------------------------------------------
                                     INITIAL GRANT
     ==================================== =================================
                                                   % OF INITIAL
                PEER RANKING                     INDIVIDUAL AWARDS
     ==================================== =================================
                                      
                1st Quartile                         125 - 200%
                2nd Quartile                          75 - 150%
                3rd Quartile                          25 - 100%
                4th Quartile                            0 - 50%
     ----------------------------------------------------------------------



         TABLE III - Final Award of Performance Shares - 1999*



        ---------------------------------------------------------------------
                                    FINAL AWARD
        ===================================== ===============================
                                                   % OF
            PEER RANKING                      INITIAL GRANT
        ===================================== ===============================
                                          
            1st Quartile                        125 - 200%
            2nd Quartile                         75 - 150%
            3rd Quartile                         25 - 100%
            4th Quartile                          0 - 50%
        ---------------------------------------------------------------------







   25

                                                                   ATTACHMENT II


*  Table II and III only apply to Performance Shares.



   26

                                                                  ATTACHMENT III



                                MCN ENERGY GROUP
                            LONG-TERM INCENTIVE PLAN

                        COMMON STOCK OWNERSHIP GUIDELINES





                         ---------------------------------- ---------------------------------------
                         TIER                               GUIDELINE
                         ---------------------------------- ---------------------------------------
                                                        
                         I                                  8 times salary
                         ---------------------------------- ---------------------------------------
                         II                                 5 times salary
                         ---------------------------------- ---------------------------------------
                         III                                3 times salary
                         ---------------------------------- ---------------------------------------
                         IV and V                           1 times salary
                         ---------------------------------- ---------------------------------------
                         VI and VII                         None
                         ---------------------------------- ---------------------------------------




For purposes of meeting these guidelines, the following shares of Common Stock
are included:


- -    Actual shares owned outright

- -    Shares held in the MCN Energy Group Savings and Stock Ownership Plan

- -    Share equivalents in deferral plans

- -    Unvested Performance Shares


For purposes of determining when shares received from the Plan may be sold,
unvested Performance Shares are excluded.



   27


                                                                   ATTACHMENT IV


                    MCN ENERGY GROUP LONG-TERM INCENTIVE PLAN
                            PERFORMANCE SHARE PROGRAM
                             DEFERRAL ELECTION FORM
================================================================================



This Benefit Agreement is entered into between                     (the
"Company") and                   , (the "Employee"), pursuant to the MCN Energy
Group Long-Term Incentive Plan (the "Plan"), with an Effective Date
of                             .

================================================================================
     ELECTION TO PARTICIPATE

     By the execution of this Benefit Agreement, the Employee hereby elects to
     participate in the Plan, and understands and agrees to the following:

     I.  Deferrals must be stated as a percentage of the Final Award to be
         received, with a minimum deferral of 50% of the Final Award.
     II. Up to 100% of the Final Award is eligible for deferral, less applicable
         FICA tax on the Final Award.
     III. The Deferral Period remains in effect until termination of employment.
     IV. The most recent Deferral Period and Distribution election shall be
         effective for all amounts payable to the Employee under the Plan.
     V.  All Deferral elections are irrevocable and can be modified only in
         accordance with the Plan.

         I ELECT TO DEFER    % OF THE MCN ENERGY GROUP INC. COMMON STOCK I WILL
         RECEIVE AS A FINAL AWARD OF THE PERFORMANCE SHARES INITIALLY GRANTED TO
         ME ON                          . I UNDERSTAND THAT MY DEFERRAL PERIOD
         FOR ALL SHARE EQUIVALENTS HELD FOR ME UNDER THE PLAN SHALL REMAIN IN
         EFFECT UNTIL MY TERMINATION OF EMPLOYMENT WITH THE COMPANY.

================================================================================
     DIVIDEND EQUIVALENT PAYMENT ELECTION

     I elect to have the dividend equivalents (equal to 50% of the MCN Energy
     Group Inc. common stock dividend rate) from my deferral account shares:
           []    Paid to me in caSH; or
           []    Reinvested in my deferral account.

================================================================================
     DISTRIBUTION ELECTIONS (PLEASE MAKE ONE (1) ELECTION PER BENEFIT CATEGORY)

     A.    Pre-Retirement Survivor Benefits:
           []    Single Lump Sum Payment; OR
           []    Annual Installments Over a Three (3) Year Period

     B.    Normal Retirement Benefits:
           []    Single Lump Sum Payment; or
           []    Annual Installments Over a ____ Year Period (not to exceed 15
                 years)

     C.    Termination Prior To Retirement:
           []    Single Lump Sum Payment; or
           []    Annual Installments Over a Three (3) Year Period

     NOTE: A Post-Retirement Survivor Benefit will continue payments which have
     commenced under any of the Installment Payout Options until the full
     payment period is satisfied.
================================================================================
     ACCEPTANCE OF PLAN TERMS AND BENEFITS

     The Employee hereby agrees to all of the terms and conditions of the Plan
     as set forth in the Plan document. Participation in the Plan indicates the
     Employee's acceptance on his/her own behalf and on the behalf of his/her
     designated Beneficiary of the terms of entitlement to all Plan benefits
     whether payable to the Employee or his/her survivor. The Employee further
     understands that no assets of the Company are to be segregated to pay
     benefits under the Plan. No officer, employee, or representative of the
     Company is authorized to vary such terms and conditions verbally or in
     writing. The Plan may be modified only by an amendment to the Plan adopted
     by the Committee or the Board of Directors. The employee understands that a
     distribution election other than a lump sum will result in a distribution
     of a set dollar amount, plus interest, and not a set number of shares of
     Common Stock.


- ----------         --------------------               --------------------------
Date               Print Employee's Name              Employee's Signature


   28



================================================================================
                                MCN ENERGY GROUP
                            LONG-TERM INCENTIVE PLAN
                          BENEFICIARY DESIGNATION FORM
================================================================================


- ---------------------------      -----------------------       -----------------
Employee Name (Please Print)     Social Security Number        Employee I.D. #


     DESIGNATION OF BENEFICIARY

     The Plan provides certain death benefits to the Employee's designated
     Beneficiary. You may change your beneficiary designation at any time by
     executing a new Beneficiary Designation Form. Beneficiary Designation Forms
     are available through the Plan Committee.

     I hereby designate the following Beneficiary, in the event of my death, for
     any and all survivor benefits payable under the MCN Energy Group Long-Term
     Incentive Plan:

     Primary Beneficiary:
                         -------------------------------------------------------

     Relationship to Employee:                     Address:
                              --------------------         ---------------------
                                                           ---------------------

     Contingent Beneficiary:
                            ----------------------------------------------------

     Relationship to Employee:                     Address:
                                                           ---------------------
                                                           ---------------------

In the event none of the above-named beneficiaries survive me, any unpaid
amounts shall be paid to my lawful successor in interest. I reserve the right to
change this beneficiary designation at any time by filing with the Committee or
its designee a new Beneficiary Designation Form. I understand that my most
recent election as to the beneficiary designation will apply to all award
amounts payable to me at any time.

     ----------                             --------------------------
     Date                                   Employee's Signature




================================================================================
     SPOUSAL CONSENT (REQUIRED FOR ALL NON-SPOUSAL PRIMARY BENEFICIARY
     DESIGNATIONS)

     I hereby consent to the above election of Beneficiary by my spouse for
     survivor benefits payable under the MCN Energy Group Long-Term Incentive
     Plan. Further, I hereby acknowledge that I understand (1) that the effect
     of my consent may be to forfeit benefits I would be entitled to receive
     upon my spouse's death; (2) that my spouse's designation is not valid
     unless I consent to it; and (3) that my consent is irrevocable unless my
     spouse revokes the designation above.

     ----------       ------------------------        --------------------------
     Date             Print Spouse's Name             Spouse's Signature

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


   29



                                MCN ENERGY GROUP
                            LONG-TERM INCENTIVE PLAN

                              Historical Background


      2/25/93     Plan adopted.

      5/23/96     Plan amended and restated.

      10/1/97     Plan amended and restated.

      2/24/99     Plan amended and restated.

      12/15/99    MCN Energy Group Inc. Minutes of Regular Meeting of Board of
                  Directors approved the Plan amendment and restatement
                  effective December 15, 1999, to reflect the following changes:

                  The Plan was amended and restated to reflect the language in
                  Section 16.1 as shown. Prior to amendment, Section 16.1 was
                  incomplete, as follows:

                                    16.1 CHANGE IN CONTROL. In the case of a
                           Change in Control (as defined in the MCN Energy Group
                           Inc. Stock Incentive Plan), each Award shall
                           immediately be fully vested and any restrictions on
                           the transfer of previously issued stock shall lapse.
                           For this purpose, the number of Performance Shares
                           which shall vest shall in no event be less than one
                           hundred percent (100%) of the initial grant;
                           provided, however, that for each outstanding award
                           year, if the Corporation is ranked in the first or
                           second quartile of the peer group during the second
                           half of the performance cycle at the time of the
                           Change in Control, the number of Performance Shares
                           which shall vest shall be two hundred percent (200%)
                           or one hundred fifty percent (150%), respectively, of
                           the initial grant. Such Award and all Performance
                           Shares previously deferred shall be paid within
                           thirty (30) days of such Change in Control, either in
                           shares of Common Stock or if the Corporation no
                           longer has common stock outstanding, the same
                           consideration received by the Corporation's
                           shareholders upon the consummation of the Change in
                           Control transaction. The Committee shall, in its
                           absolute discretion, have the power to:

                                            (a) cancel, effective immediately
                                    prior to the occurrence of such event, each
                                    unexercised Stock Option outstanding
                                    immediately prior to such event (whether or
                                    not exercisable) and, in full consideration
                                    of such cancellation, pay to the Participant
                                    to whom such Stock Option was granted an
                                    amount in cash for each






   30
                                                                    ATTACHMENT V

                                    share of Common Stock subject to such Stock
                                    Option equal to the excess of (1) the value,
                                    as determined by the Committee in its
                                    absolute discretion, of the property

EX-27.1

 

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED STATEMENT OF INCOME AND THE CONSOLIDATED STATEMENT OF FINANCIAL
POSITION AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.

<MULTIPLIER> 1,000

                             
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1999
<PERIOD-START>                             JAN-01-1999
<PERIOD-END>                               DEC-31-1999
<CASH>                                           9,705
<SECURITIES>                                         0
<RECEIVABLES>                                  165,189
<ALLOWANCES>                                    17,777
<INVENTORY>                                     74,150
<CURRENT-ASSETS>                               422,316
<PP&E>                                       2,988,318
<DEPRECIATION>                               1,463,706
<TOTAL-ASSETS>                               2,282,728
<CURRENT-LIABILITIES>                          516,770
<BONDS>                                        680,909
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                        10,300
<OTHER-SE>                                     725,202
<TOTAL-LIABILITY-AND-EQUITY>                 2,282,728
<SALES>                                              0
<TOTAL-REVENUES>                             1,135,739
<CGS>                                                0
<TOTAL-COSTS>                                  919,567
<OTHER-EXPENSES>                                 1,016
<LOSS-PROVISION>                                11,512
<INTEREST-EXPENSE>                              55,891
<INCOME-PRETAX>                                162,825
<INCOME-TAX>                                    56,489
<INCOME-CONTINUING>                            106,336
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   106,336
<EPS-BASIC>                                          0
<EPS-DILUTED>                                        0