10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE OF 1934

þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2005

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 (State or other jurisdiction of incorporation or organization)	38-0478040 (I.R.S. Employer Identification No.)
2000 2nd Avenue, Detroit, Michigan (Address of principal executive offices)	48226-1279 (Zip Code)

313-235-4000
(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 if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No þ

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 þ No o

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. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act . (Check one):

Large accelerated filer o                               Accelerated filer o                               Non-accelerated filer þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

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

DOCUMENTS INCORPORATED BY REFERENCE
None

Michigan Consolidated Gas Company

Annual Report on Form 10-K
Year Ended December 31, 2005

Table of Contents

		Page
Definitions			1
Forward-Looking Statements			3
Part I
Items 1., 1A. & 2. Business, Company Risk Factors and Properties			4
Item 3.	Legal Proceedings		9
Item 4.	Submission of Matters to a Vote of Security Holders		10
Part II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		10
Item 6.	Selected Financial Data		10
Item 7.	Management’s Narrative Analysis of Results of Operations		11
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk		14
Item 8.	Financial Statements and Supplementary Data		15
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		48
Item 9A.	Controls and Procedures		48
Item 9B.	Other Information		48
Part III
Item 10.	Directors and Executive Officers of the Registrant		48
Item 11.	Executive Compensation		48
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		48
Item 13.	Certain Relationships and Related Transactions		48
Item 14.	Principal Accountant Fees and Services		49
Part IV
Item 15.	Exhibits and Financial Statement Schedules		50
Signatures			54
Michcon Investment and Stock Ownership Plan
Computation of Ratio of Earnings to Fixed Charges
Consent of Deloitte & Touche LLP
Chief Executive Officer Section 302 Certification
Chief Financial Officer Section 302 Certification
Chief Executive Officer Section 906 Certification
Chief Financial Officer Section 906 Certification

Definitions

Customer Choice	Statewide initiative giving customers in Michigan the option to choose alternative suppliers for gas.
DTE Energy	DTE Energy Company, directly or indirectly, the parent of The Detroit Edison Company, MichCon and numerous non-utility subsidiaries
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.
Enterprises	DTE Enterprises Inc., a wholly owned subsidiary of DTE Energy and indirectly the parent of MichCon
Gas Storage	For MichCon, the process of injecting, storing and withdrawing natural gas from a depleted underground natural gas field.
GCR	A gas cost recovery mechanism authorized by the MPSC, permitting MichCon to pass the cost of natural gas to its customers.
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.
MichCon	Michigan Consolidated Gas Company, an indirect, wholly-owned natural gas distribution and intrastate transmission subsidiary of Enterprises
MDEQ	Michigan Department of Environmental Quality
MGP	Manufactured Gas Plant
MPSC	Michigan Public Service Commission
SFAS	Statement of Financial Accounting Standards

1

Units of Measurement:

Bcf	Billion cubic feet of gas
Mcf	Thousand cubic feet of gas
MMcf	Million cubic feet of gas
/d	Added to various units of measure to denote units per day

2

Forward-Looking Statements

Certain information presented herein 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 presently contemplated, projected, estimated or budgeted. Many factors may impact forward-looking statements including, but not limited to, the following:

• the effects of weather and other natural phenomena on operations and sales to customers, and purchases from suppliers;

• economic climate and population growth or decline in the geographic areas where we do business;

• environmental issues, laws, regulations, and the cost of remediation and compliance;

• implementation of the gas Customer Choice program;

• impact of gas utility restructuring in Michigan, including legislative amendments;

• employee relations and the impact of collective bargaining agreements;

• access to capital markets and capital market conditions and the results of other financing efforts which can be affected by credit agency ratings;

• the timing and extent of changes in interest rates;

• the level of borrowing;

• changes in the cost and availability of natural gas;

• effects of competition;

• impact of regulation by the MPSC and other applicable governmental proceedings and regulations;

• changes in federal, state and local tax laws or their interpretations, including the Internal Revenue Code, regulations, rulings, court proceedings and audits;

• the ability to recover costs through rate increases;

• the availability, cost, coverage and terms of insurance;

• the cost of protecting assets against, or damage due to, terrorism;

• changes in accounting standards and financial reporting regulations;

• changes in federal or state laws or their interpretation with respect to regulation, energy policy and other business issues;

• uncollectible accounts receivable;

• litigation and related appeals; and

• changes in the economic and financial viability of our suppliers and customers, and the continued ability of such parties to perform their obligations to the Company.

New factors emerge from time to time. We cannot predict what factors may arise or how such factors may cause our results to differ materially from those contained in any forward-looking statement. Any forward-looking statements speak only as of the date on which such statements are made. We undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events.

3

Part I

Items 1., 1A. & 2. Business, Company Risk Factors and Properties

Description

MichCon (or the Company) is a Michigan corporation organized in 1898. MichCon is an indirect, wholly-owned subsidiary of Enterprises. MichCon is a natural gas utility subject to regulation by the MPSC. MichCon is engaged in the purchase, storage, transmission, distribution and sale 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. MichCon serves approximately 1.3 million residential, commercial and industrial customers located in a 14,700 square mile area throughout Michigan. We also have non-regulated subsidiaries involved in the gathering and transmission of natural gas in northern Michigan.

References in this report to “we”, “us”, “our” or “Company” are to MichCon.

Revenue by Service

(in Millions)	2005		2004		2003
Gas Sales	$	1,823	$	1,401	$	1,237
End User Transportation		134		119		135
Intermediate Transportation		56		55		51
Other		85		70		69
	$	2,098	$	1,645	$	1,492

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

• End User Transportation — 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 our Customer Choice program. End user transportation customers purchase natural gas directly from producers or brokers and utilize our pipeline network to transport the gas to their facilities or homes.

• Intermediate Transportation — 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 our 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, gas storage and other energy-related services.

Our gas sales, end user transportation and intermediate transportation volumes, revenues and net income are impacted by weather. Given the seasonal nature of our 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

4

heating season is largely over, and we typically realize substantially reduced revenues and earnings in the second quarter and losses in the third quarter.

Our operations are not dependent upon a limited number of customers, and the loss of any one or a few customers would not have a material adverse effect on MichCon.

Natural Gas Supply

Our gas distribution system has a planned maximum daily send-out capacity of 2.8 Bcf, with approximately 67% of the volume coming from underground storage for 2005. Peak-use requirements are met through utilization of our storage facilities, pipeline transportation capacity and purchased storage services. Because of our geographic diversity of supply and our pipeline transportation and storage capacity we are able to reliably meet our supply requirements. We believe natural gas supply and pipeline capacity will be sufficiently available to meet market demands in the foreseeable future.

We purchase natural gas supplies in the open market by contracting with producers and marketers, and we maintain a diversified portfolio of natural gas supply contracts. Supplier, producing region, quantity, and available transportation diversify our natural gas supply base. We obtain our natural gas supply from various sources in different geographic areas (Gulf Coast, Mid-Continent, Canada and Michigan) under agreements that vary in both pricing and terms. Gas supply pricing is generally tied to published price indices to approximate current market prices.

Properties

We own distribution, transmission and storage properties that are located in the State of Michigan. Our distribution system includes approximately 18,000 miles of distribution mains, approximately 1,179,000 service lines and approximately 1,320,000 active meters. We own approximately 2,600 miles of transmission lines that deliver natural gas to the distribution districts and interconnect our storage fields with the sources of supply and the market areas.

We own properties relating to four underground natural gas storage fields with an aggregate working gas storage capacity of approximately 124 Bcf. These facilities are important in providing reliable and cost-effective service to our customers. Most of our distribution and transmission property is located on property owned by others and used by the company through easements, permits or licenses. Substantially all of our property is subject to the lien of a mortgage.

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We are directly connected to interstate pipelines, providing access to most of the major natural gas producing regions in the Gulf Coast, Mid-Continent and Canadian regions. The company’s primary long-term transportation contracts are as follows:

	Availability (MMcf/d)		Contract expiration
Panhandle Eastern Pipeline Company		75		2009
Trunkline Gas Company		10		2009
Viking Gas Transmission Company		50		2010
TransCanada PipeLines Limited		50		2010
Great Lakes Gas Transmission L.P.		30		2011
ANR Pipeline Company		245		2011
Vector Pipeline L.P.		50		2012

We own 840 miles of transportation and gathering pipelines in the northern lower peninsula of Michigan. We lease a portion of our pipeline system to the Vector Pipeline Partnership (an affiliate) through a capital lease arrangement. See Note 7. We also own a 2,400 horsepower compressor station located in northern Michigan.

Regulation

We are subject to the regulatory jurisdiction of the MPSC, which issues orders pertaining to rates, recovery of certain costs, including the costs of regulatory assets, conditions of service, accounting and other operating-related matters. We are subject to the requirements of other regulatory agencies with respect to safety, the environment and health.

In the late 1990s, the MPSC began an initiative designed to give all of Michigan’s natural gas customers added choices and the opportunity to benefit from lower gas costs resulting from competition. In 1999, the MPSC approved a comprehensive experimental three-year gas Customer Choice program that allowed an increasing number of customers to purchase natural gas from suppliers other than their local utility. In December 2001, the MPSC issued an order that continued the gas Customer Choice program on a permanent and expanding basis. The permanent gas Customer Choice program was phased in over a three-year period, with all customers having the option to choose their gas supplier by April 2004. Since MichCon continues to transport and deliver the gas to the participating customer premises at prices comparable to margins earned on gas sales, customers switching to other suppliers have little impact on MichCon’s earnings.

In April 2005, the MPSC issued a final rate order which increased MichCon’s base rates by $61 million annually effective April 29, 2005. See Note 3.

Energy Assistance Program

Energy assistance programs funded by the federal government and the State of Michigan remain critical to MichCon’s ability to control its uncollectible accounts receivable and collections expenses. MichCon’s uncollectible accounts receivable expense is directly affected by the level of government funded assistance its qualifying customers receive. We work continuously with the State of Michigan and others to determine whether the share of funding allocated to our customers is representative of the number of low-income individuals in our service territory.

6

Strategy and Competition

Our strategy is to expand our role as the preferred provider of natural gas in Michigan. As a result of more efficient furnaces and appliances, and customer conservation due to high natural gas prices, we expect future sales volumes to remain at current levels or slightly decline. We continue to provide energy-related services that capitalize on our expertise, capabilities and efficient systems. We anticipate revenue growth through increased rates authorized by the MPSC in April 2005. See Note 3. We continue to focus on lowering our operating costs by improving operating efficiencies.

Competition in the gas business primarily involves other natural gas providers ,as well as providers of alternative fuels and energy sources. The primary focus of competition in the end user transportation market is cost and reliability. Some large commercial and industrial customers have the ability 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 our end user transportation service. In addition, some of these customers could bypass our pipeline system and have their gas delivered directly from an interstate pipeline. We compete against alternative fuel sources by providing competitive pricing and reliable service, supported by our extensive storage capacity.

Our extensive transmission pipeline system has enabled us to develop a 600 to 700 Bcf annual market for intermediate transportation services for Michigan gas producers, marketers, distribution companies and other pipeline companies. We operate in a central geographic location with connections to major Mid-western interstate pipelines that extend throughout the Midwest, eastern United States and eastern Canadian markets.

ENVIRONMENTAL MATTERS

We are subject to extensive environmental regulation. Additional costs may result as the effects of various substances on the environment are studied and governmental regulations are developed and implemented. We expect to continue recovering environmental costs through rates charged to our customers.

Prior to the construction of major interstate natural gas pipelines, gas for heating and other uses was manufactured locally from processes involving coal, coke or oil. The facilities, which produced gas for heating and other uses, have been designated as MGP sites. We own, or previously owned, fourteen such former MGP sites. In addition to the MGP sites, we are also in the process of cleaning up other contaminated sites. As a result of these determinations, we have recorded liabilities related to these sites. Cleanup activities associated with these sites will be conducted over the next several years.

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Item 1A. Company Risk Factors

There are various risks associated with the operations of our business. To provide a framework to understand our operating environment, we are providing a brief explanation of the more significant risks associated with our business. Although we have tried to identify and discuss key risk factors, others could emerge in the future. Each of the following risks could affect our performance.

Failure to successfully implement new processes and information systems could interrupt our operations. Our business depends on numerous information systems for operations and financial information and billings. DTE2 is a multi-year Company-wide initiative to improve existing processes and implement new core information systems. Failure to successfully implement new processes and new core information systems could interrupt our operations.

Weather significantly affects operations. Deviations from normal cold weather conditions affect our earnings and cash flow. Mild temperatures can result in decreased utilization of our assets, lowering income and cash flow.

We are subject to rate regulation. Our gas rates are set by the MPSC and cannot be increased without regulatory authorization. We may be impacted by new regulations or interpretations by the MPSC or other regulatory bodies. New legislation, regulations or interpretations could change how our business operates, impact our ability to recover costs through rate increases or require us to incur additional expenses.

Adverse changes in our credit ratings may negatively affect us. Increased scrutiny of the energy industry and regulatory changes, as well as changes in our economic performance could result in credit agencies reexamining our credit rating. While credit ratings reflect the opinions of the credit agencies issuing such ratings and may not necessarily reflect actual performance, a downgrade in our credit rating could restrict or discontinue our ability to access capital markets at attractive rates and increase our borrowing costs.

Regional and national economic conditions can have an unfavorable impact on us. Our business follows the economic cycles of the customers we serve. Should national or regional economic conditions decline, reduced volumes of gas we supply will result in decreased earnings and cash flow. Economic conditions in our service territory also impact our collections of accounts receivable and financial results.

Environmental laws and liability may be costly. We are subject to numerous environmental regulations. Compliance with these regulations can significantly increase capital spending and operating expenses. These laws and regulations require us to seek a variety of environmental licenses, permits, inspections and other regulatory approvals. The regulatory environment is subject to significant change; therefore, we cannot predict how future issues may impact the company.

Additionally, we may become a responsible party for environmental clean up at sites identified by a regulatory body. We cannot predict with certainty the amount and timing of future expenditures related to environmental matters because of the difficulty of estimating clean up costs. There is also uncertainty in quantifying liabilities under environmental laws that impose joint and several liability on potentially responsible parties.

Since there can be no assurances that environmental costs may be recovered through the regulatory process, our financial performance may be negatively impacted as a result of environmental matters.

The supply of natural gas may impact our financial results. If we do not have access to sufficient supplies of natural gas, our ability to provide reliable service to our customers may be affected and could impact our earnings and cash flow.

8

A work interruption may adversely affect us. Unions represent a majority of our employees. A union choosing to strike as a negotiating tactic would have an impact on our business. We are unable to predict the effects a work stoppage would have on our costs of operation and financial performance.

Our ability to access capital markets at attractive interest rates is important. Our ability to access capital markets is important to operate our business. Heightened concerns about the energy industry, the level of borrowing by other energy companies and the market as a whole could limit our access to capital markets. Changes in interest rates could increase our borrowing costs and negatively impact our financial performance.

Michigan tax reform may be costly. We are a significant taxpayer in the State of Michigan. Should the legislature change the tax laws, we could face increased taxes.

We may not be fully covered by insurance. While we have a comprehensive insurance program in place to provide coverage for various types of risks, catastrophic damage as a result of acts of God, terrorism, war or a combination of significant unforeseen events could impact our operations and economic losses might not be covered in full by insurance.

Terrorism could affect our business. Damage to downstream infrastructure or our own assets by terrorism would impact our operations. We have increased security as a result of past events and further security increases are possible.

EMPLOYEES

We had 2,298 employees at December 31, 2005, of which 1,501 were represented by unions. Of the represented employees, 1,062 are under three-year contracts that expire in 2007. The contracts of the remaining represented employees expire in 2008.

Item 3. Legal Proceedings

We are involved in certain legal, regulatory, administrative and environmental proceedings before various courts, arbitration panels and governmental agencies concerning matters arising in the ordinary course of business. These proceedings include certain contract disputes, environmental reviews and investigations, audits, inquiries from various regulators, and pending judicial matters. We cannot predict the final disposition of such proceedings. We regularly review legal matters and record provisions for claims that are considered probable of loss. The resolution of pending proceedings is not expected to have a material effect on our operations or financial statements in the period they are resolved.

For additional discussion on legal matters, see the following Notes to the Consolidated Financial Statements:

Note	Title
3	Regulatory Matters
9	Commitments and Contingencies

9

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).

Part II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

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

We paid cash dividends on our common stock of $50 million in 2005, 2004 and 2003.

Item 6. Selected Financial Data

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

10

Item 7. Management’s Narrative Analysis of Results of Operations

The Management’s Narrative Analysis of the Results of Operations discussion for MichCon is presented in accordance with General Instruction I(2)(a) of Form 10-K for wholly owned subsidiaries (reduced disclosure format).

Certain losses reflected in the accompanying consolidated financial statements have been eliminated at DTE Energy as a result of purchase accounting adjustments.

Factors impacting income: MichCon’s net income decreased $6 million in 2005 and decreased $26 million in 2004, compared to the prior year, primarily reflecting the impact of the MPSC’s April 2005 gas cost recovery and final rate orders. The MPSC final gas rate order disallowed recovery of 90% of the costs of a computer billing system that was in place prior to DTE Energy’s acquisition of MCN Energy in 2001. MichCon impaired this asset by approximately $42 million in the first quarter of 2005.

Increase (Decrease) in Income Statement Components Compared to Prior Year

(in Millions)	2005			2004
Operating revenues	$	453		$	153
Cost of gas		407			160
Gross margin		46			(7	)
Operation and maintenance		24			38
Depreciation, depletion and amortization		(11	)		3
Taxes other than income		(6	)		(4	)
Asset (gains) and losses, net		50			(10	)
Other (income) and deductions		—			10
Income tax provision		(5	)		(18	)
Net income	$	(6	)	$	(26	)

Gross margins increased $46 million in 2005 and decreased $7 million in 2004, compared to the prior year. Gross margins in 2005 were favorably affected by higher base rates as a result of the interim and final gas rate orders, and revenue associated with the uncollectible expense tracking mechanism authorized by the MPSC. In April 2005, the MPSC issued an order in the 2002 GCR reconciliation case that disallowed $26 million representing unbilled revenues at December 2001. We recorded the impact of the disallowance during the first quarter of 2005. Operating revenues and cost of gas increased in 2005 reflecting higher gas prices which are recoverable from customers through the GCR mechanism.

11

(in Millions)	2005		2004		2003
Operating Revenues
Gas Sales	$	1,823	$	1,401	$	1,237
End User Transportation		134		119		135
		1,957		1,520		1,372
Intermediate Transportation		56		55		51
Other		85		70		69
	$	2,098	$	1,645	$	1,492
Gas Markets (Bcf)
Gas Sales		164		169		177
End User Transportation		157		145		151
		321		314		328
Intermediate Transportation		432		536		576
		753		850		904

Operation and maintenance expense increased $24 million in 2005 and $38 million in 2004. The 2005 increase is primarily due to the impact of the MPSC rate order that disallowed certain environmental expenses that had been recorded as a regulatory asset and its requirement to defer negative pension expense as a regulatory liability. For 2005, uncollectible accounts receivables expense remained consistent with 2004, reflecting higher past due amounts attributable to an increase in gas prices, continued weak economic conditions and inadequate government-sponsored assistance for low-income customers. The 2005 final rate order provided revenue for an uncollectible expense tracking mechanism to mitigate some of the effect of increasing uncollectible expense. The increase in operation and maintenance expense was partially offset by the DTE Energy parent company no longer allocating merger-related interest to MichCon effective in April 2005, as a result of the disallowance of those costs in the April 2005 final rate order. The increase was also partially offset by a decline in accruals for injuries and damages during 2005.

The 2004 period reflects higher reserves for uncollectible accounts receivable and pension and health care costs. The increase in uncollectible accounts expense reflects high past due amounts attributable to an increase in gas prices, continued weak economic conditions and a lack of adequate public assistance for low-income customers.

12

Asset (gains) and losses, net decreased $50 million for 2005 and increased $10 million for 2004. The decrease for 2005 was due to the disallowances of approximately $42 million of costs related to a computer billing system and $6 million of certain computer equipment and related depreciation. In 2004, we recorded a $3 million gain from sales of a storage facility and land.

Other income and deductions remained the same for 2005 and increased $10 million for 2004. The comparisons primarily reflect a $6 million gain from the sale of our interests in a series of partnerships in 2003.

Income taxes decreased $5 million for 2005 and decreased $18 million for 2004. Income tax comparisons were primarily affected by variations in pre-tax earnings. Effective income tax rates were impacted by low level of annual pre-tax income or loss due to rate order considerations. See Note 4.

Outlook — Operating results are expected to vary as a result of factors such as regulatory proceedings, weather, changes in economic conditions, cost containment efforts and process improvements. Higher gas prices and economic conditions have resulted in continued pressure on receivables and working capital requirements partially mitigated by the GCR mechanism. We believe our allowance for doubtful accounts is based on reasonable estimates. In the April 2005 final gas rate order, the MPSC adopted MichCon’s proposed tracking mechanism for uncollectible accounts receivable. Each year, MichCon will file an application comparing its actual uncollectible expense for the prior calendar year to its designated revenue recovery of approximately $37 million. Ninety percent of the difference will be refunded or surcharged after an annual reconciliation proceeding before the MPSC.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Commodity Price Risk

We have commodity price risk arising from market price fluctuations on gas purchase contracts and gas inventories. To limit our exposure to commodity price fluctuations, we have entered into forward contracts. Our commodity price risk is limited due to the GCR mechanism. See Notes 1 and 8.

Interest Rate Risk

We are subject to interest rate risk in connection with the issuance of debt securities. Our exposure to interest rate risk arises primarily from changes in U.S. Treasury rates, commercial paper rates and London Inter-Bank Offered Rates (LIBOR). We estimate that if interest rates were 10% higher or lower, the fair value of long-term debt at December 31, 2005 would decrease $28 million and increase $31 million, respectively.

Credit Risk

We sell gas and/or gas transportation and storage services to numerous companies operating in the steel, automotive, energy, retail and other industries. Certain of our customers have filed for bankruptcy protection under Chapter 11 of the U.S. Bankruptcy Code. We regularly review contingent matters relating to these customers and our sale contracts and we record provisions for amounts considered at risk of probable loss. We believe our previously accrued amounts are adequate for probable losses. The final resolution of these matters is not expected to have a material effect on our financial statements.

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Item 8. Financial Statements and Supplementary Data

	Page
Report of Independent Registered Public Accounting Firm		16
Consolidated Statement of Operations		17
Consolidated Statement of Financial Position		18
Consolidated Statement of Cash Flows		19
Consolidated Statement of Retained Earnings and Comprehensive Income		20
Notes to Consolidated Financial Statements		21
Schedule II — Valuation and Qualifying Accounts		53

15

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholder of
Michigan Consolidated Gas Company

We have audited the consolidated statement of financial position of Michigan Consolidated Gas Company and subsidiaries (the “Company”) as of December 31, 2005 and 2004 and the related consolidated statements of operations, cash flows, and retained earnings and comprehensive income for each of the three years in the period ended December 31, 2005. Our audits also included the consolidated financial statement schedule listed in the Index at Item 15. 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 consolidated financial statements and the financial statement schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, 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, such consolidated financial statements present fairly, in all material respects, the financial position of Michigan Consolidated Gas Company and subsidiaries at December 31, 2005 and 2004, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2005 in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such 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 set forth therein.

As discussed in Note 2 to the consolidated financial statements, in connection with the required adoption of a new accounting principle, in 2005 the Company changed its method of accounting for asset retirement obligations.

/S/ DELOITTE & TOUCHE LLP

Detroit, Michigan
March 7, 2006

16

MICHIGAN CONSOLIDATED GAS COMPANY

CONSOLIDATED STATEMENT OF OPERATIONS

	Year Ended December 31
(in Millions)	2005			2004			2003
Operating Revenues	$	2,098		$	1,645		$	1,492
Operating Expenses
Cost of gas		1,455			1,048			888
Operation and maintenance		411			387			349
Depreciation, depletion and amortization		97			108			105
Taxes other than income		42			48			52
Asset (gains) and losses, net (Note 12)		48			(2	)		8
		2,053			1,589			1,402
Operating Income		45			56			90
Other (Income) and Deductions
Interest expense		57			57			57
Interest income		(10	)		(9	)		(10	)
Other income		(4	)		(5	)		(13	)
Other expenses		3			3			2
		46			46			36
Income (Loss) Before Income Taxes		(1	)		10			54
Income Tax Provision (Benefit) (Note 4)		(14	)		(9	)		9
Net Income	$	13		$	19		$	45

See Notes to Consolidated Financial Statements

17

MICHIGAN CONSOLIDATED GAS COMPANY

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

	December 31
(in Millions)	2005			2004
ASSETS
Current Assets
Cash and cash equivalents	$	7		$	—
Accounts receivable
Customer (less allowance for doubtful accounts of $78 and $71, respectively)		322			184
Accrued unbilled revenues		230			167
Other		79			82
Accrued gas cost recovery revenue		42			55
Inventories
Gas		119			89
Material and supplies		16			15
Gas customer choice deferred asset		65			56
Other		30			21
		910			669
Property, Plant and Equipment		3,252			3,195
Less accumulated depreciation, depletion and amortization (Note 2)		(1,468	)		(1,409	)
		1,784			1,786
Other Assets
Other investments		90			92
Notes receivable		80			81
Regulatory assets (Note 3)		65			64
Prepaid benefit costs and due from affiliate		399			367
Other		15			17
		649			621
	$	3,343		$	3,076
LIABILITIES AND SHAREHOLDER’S EQUITY
Current Liabilities
Accounts payable	$	246		$	149
Dividends payable (Note 11)		13			13
Short-term borrowings		439			242
Current portion of long-term debt, including capital leases		40			—
Federal income, property and other taxes payable		24			38
Regulatory liabilities		—			28
Other		70			72
		832			542
Other Liabilities
Deferred income taxes		191			184
Regulatory liabilities (Note 3)		490			564
Unamortized investment tax credit		17			18
Accrued postretirement benefit costs		144			118
Accrued environmental costs		29			17
Other		141			57
		1,012			958
Long-Term debt, including capital lease obligations		745			785
Commitments and Contingencies (Notes 3 and 9)
Shareholder’s Equity
Common stock, $1 par value, 15,100,000 shares authorized, 10,300,000 shares issued and outstanding		10			10
Additional paid in capital		432			432
Retained earnings		313			350
Accumulated other comprehensive loss		(1	)		(1	)
		754			791
	$	3,343		$	3,076

See Notes to Consolidated Financial Statements

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MICHIGAN CONSOLIDATED GAS COMPANY

CONSOLIDATED STATEMENT OF CASH FLOWS

	Year Ended December 31
(in Millions)	2005			2004			2003
Operating Activities
Net income	$	13		$	19		$	45
Adjustments to reconcile net income to net cash from operating activities:
Depreciation, depletion and amortization		97			108			105
Deferred income taxes and investment tax credit, net		—			45			(23	)
Asset (gains) and losses, net		48			(1	)		2
Changes in assets and liabilities:
Accounts receivable, net		(135	)		12			(48	)
Accrued unbilled revenues		(63	)		(50	)		(1	)
Inventories		(31	)		27			(62	)
Postretirement obligation		26			22			19
Prepaid benefit costs and due from affiliate		(32	)		(34	)		(41	)
Accrued gas cost recovery		(16	)		(36	)		3
Accounts payable		83			18			27
Federal income, property and other taxes payable		(14	)		24			(18	)
Other assets		(16	)		(10	)		(20	)
Other liabilities		14			(7	)		28
Net cash (used for) from operating activities		(26	)		137			16
Investing Activities
Capital expenditures		(114	)		(112	)		(98	)
Proceeds from sale of assets		—			6			11
Other		—			6			(2	)
Net cash used for investing activities		(114	)		(100	)		(89	)
Financing Activities
Issuance of long-term debt		—			117			199
Redemption of long-term debt		—			(112	)		(194	)
Short-term borrowings, net		197			7			112
Dividends paid		(50	)		(50	)		(50	)
Net cash from (used for) from financing activities		147			(38	)		67
Net Increase (Decrease) in Cash and Cash Equivalents		7			(1	)		(6	)
Cash and Cash Equivalents at Beginning of Period		—			1			7
Cash and Cash Equivalents at End of Period	$	7		$	—		$	1
Cash Paid for:
Interest paid (excluding interest capitalized)	$	57		$	56		$	57
Income taxes paid		9			—			34

See Notes to Consolidated Financial Statements

19

MICHIGAN CONSOLIDATED GAS COMPANY

CONSOLIDATED STATEMENT OF RETAINED EARNINGS

AND COMPREHENSIVE INCOME

	Year Ended December 31
(in Millions)	2005			2004			2003
Balance — beginning of period	$	350		$	381		$	398
Net income		13			19			45
Common stock dividends declared		(50	)		(50	)		(62	)
Balance — end of period	$	313		$	350		$	381

The following table displays other comprehensive loss:

	Year Ended December 31
(in Millions)	2005		2004			2003
Net income	$	13	$	19		$	45
Other comprehensive loss, net of tax:
Net unrealized losses on derivatives:
Losses arising during the period, net of taxes of $-, $(1), and $1, respectively		—		(1	)		1
		—		(1	)		1
Pension obligations, net of taxes of $-, $- and $-, respectively		—		—			1
Comprehensive income	$	13	$	18		$	47

See Notes to Consolidated Financial Statements

20

Michigan Consolidated Gas Company

Notes to Consolidated Financial Statements

NOTE 1— SIGNIFICANT ACCOUNTING POLICIES

Corporate Structure

Michigan Consolidated Gas Company (MichCon) is a public utility engaged in the purchase, storage, transmission, distribution and sale of natural gas in the State of Michigan. MichCon is subject to the accounting requirements of and rate regulation by the MPSC with respect to the distribution and intrastate transportation of natural gas. MichCon serves approximately 1.3 million residential, commercial and industrial customers throughout Michigan. MichCon’s non-regulated operations are not significant. MichCon is an indirect, wholly owned subsidiary of Enterprises.

References in this report to “we”, “us”, “our” or “Company” are to MichCon.

Principles of Consolidation

We consolidate all majority owned subsidiaries and investments in entities in which we have controlling influence. Non-majority owned investments are accounted for using the equity method when the Company is able to influence the operating policies of the investee. Non-majority owned investments include investments in limited liability companies, partnerships or joint ventures. When we do not influence the operating policies of an investee, the cost method is used. We eliminate all intercompany balances and transactions.

For entities that are considered variable interest entities, we apply the provisions of Financial Accounting Standards Board (FASB) Interpretation No. (FIN) 46-R, Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51. For a detailed discussion of FIN 46-R, see Note 2.

Basis of Presentation

The accompanying consolidated financial statements are prepared using accounting principles generally accepted in the United States of America. These accounting principles require us to use estimates and assumptions that impact reported amounts of assets, liabilities, revenues, expenses and the disclosure of contingent assets and liabilities. Actual results may differ from our estimates.

We reclassified certain prior year balances to match the current year’s financial statement presentation.

Revenues

Revenues from the transportation and storage of natural gas are recognized as services are provided. We record revenues for gas services provided but unbilled at the end of each month.

Our accrued revenues include a component for the cost of gas sold that is recoverable through the GCR mechanism. Annual GCR proceedings before the MPSC permit MichCon to recover prudent and reasonable supply costs. Any overcollection or undercollection of costs, including interest, will be reflected in future rates.

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Comprehensive Income

Comprehensive income is the change in common shareholders’ equity during a period from transactions and events from non-owner sources, including net income. As shown in the following table, amounts recorded to other comprehensive income at December 31, 2005 include unrealized gains and losses from derivatives accounted for as cash flow hedges.

	Net			Accumulated
	Unrealized			Other
	Losses on			Comprehensive
(in Millions)	Derivatives			Loss
Beginning balance	$	(1	)	$	(1	)
Current — period change		—			—
Ending balance	$	(1	)	$	(1	)

Cash Equivalents

Cash and cash equivalents include cash on hand, cash in banks and temporary investments purchased with remaining maturities of three months or less.

Inventories

We value materials and supplies at average cost.

Gas inventory is determined using the last-in, first-out (LIFO) method. At December 31, 2005, the replacement cost of gas remaining in storage exceeded the $119 million LIFO cost by $496 million. At December 31, 2004, the replacement cost of gas remaining in storage exceeded the $89 million LIFO cost by $330 million. During 2004, MichCon liquidated 5.7 Bcf of prior years’ LIFO layers. The liquidation benefited 2004 cost of gas by approximately $7 million, but had no impact on earnings as a result of the GCR mechanism.

Property, Retirement and Maintenance, and Depreciation and Depletion

Summary of property by classification as of December 31:

(in Millions)	2005			2004
Property, Plant and Equipment
Distribution	$	2,098		$	2,020
Storage		237			221
Other		917			954
Total		3,252			3,195
Less Accumulated Depreciation and Depletion
Distribution		(891	)		(845	)
Storage		(104	)		(100	)
Other		(473	)		(464	)
Total		(1,468	)		(1,409	)
Net Property, Plant and Equipment	$	1,784		$	1,786

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Property is stated at cost and includes construction-related labor, materials, overheads and an allowance for funds used during construction. The cost of properties retired, less salvage is charged to accumulated depreciation. Expenditures for maintenance and repairs are charged to expense when incurred.

We base depreciation provisions on straight-line and units of production rates approved by the MPSC. The composite depreciation rate was 3.2% in 2005, 3.6% in 2004, and 3.5% in 2003, respectively.

The average estimated useful life for gas distribution and transmission property was 26 years, and 30 years, respectively, at December 31, 2005.

Long-Lived Assets

Our long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. If the carrying amount of the asset exceeds the expected future cash flows generated by the asset, an impairment loss is recognized resulting in the asset being written down to its estimated fair value. Assets to be disposed of are reported at the lower of the carrying amount or fair value less cost to sell.

Intangible Assets, Including Software Costs

Our intangible assets consist primarily of software. We capitalize the costs associated with computer software we develop or obtain for use in our business. We amortize intangible assets on a straight-line basis over the expected period of benefit, either 15 or 30 years. The Company’s intangible assets had a weighted-average amortization of 15 years. Intangible assets amortization expense was $6 million in 2005, $10 million in 2004, and $9 million in 2003. The gross carrying amount and accumulated amortization of intangible assets at December 31, 2005 were $100 million and $38 million, respectively. The gross carrying amount and accumulated amortization of intangible assets at December 31, 2004 were $162 million and $55 million, respectively. Amortization expense of intangible assets is estimated to be $6 million annually for 2006 through 2010.

Excise and Sales Taxes

We record the billing of excise and sales taxes as receivable with an offsetting payable to the applicable taxing authority, with no impact on the consolidated statement of operations.

Deferred Debt Costs

The costs related to the issuance of long-term debt are deferred and amortized over the life of each debt issue. In accordance with MPSC regulations, the unamortized discount, premium and expense related to debt redeemed with a refinancing are amortized over the life of the replacement issue.

Insured and Uninsured Risks

Our comprehensive insurance program provides coverage for various types of risks. Our insurance policies cover risk of loss from property damage, general liability, workers’ compensation, auto liability and directors’ and officers’ liability. Under our risk management policy, we self-insure portions of certain risks up to specified limits, depending on the type of exposure. We have an actuarially determined

23

estimate of our incurred but not reported liability prepared annually and adjust our reserves for self-insured risks as appropriate.

Investments in Debt and Equity Securities

We generally classify investments in debt and equity securities as trading and have recorded such investments at market value with unrealized gains or losses included in earnings.

See the following notes for other accounting policies impacting our financial statements:

Note	Title
2	New Accounting Pronouncements
3	Regulatory Matters
4	Income Taxes
8	Financial and Other Derivative Instruments
10	Retirement Benefits and Trusteed Assets

NOTE 2 — NEW ACCOUNTING PRONOUNCEMENTS

Consolidation of Variable Interest Entities

In January 2003, FIN 46, Consolidation of Variable Interest Entities, an Interpretation of Accounting Research Bulletin (ARB) No. 51, was issued and requires an investor with a majority of the variable interests (primary beneficiary) in a variable interest entity to consolidate the assets, liabilities and results of operations of the entity. A variable interest entity is an entity in which the equity investors do not have controlling interests, the equity investment at risk is insufficient to finance the entity’s activities without receiving additional subordinated financial support from other parties, or equity investors do not share proportionally in gains or losses.

In October 2003 and December 2003, the FASB issued Staff Position No. FIN 46-6 and FIN 46-Revised (FIN 46-R), respectively, which clarified and replaced FIN 46 and also provided for the deferral of the effective date of FIN 46 for certain variable interest entities. We have evaluated all of our equity and non-equity interests and have adopted all current provisions of FIN 46-R. The adoption of FIN 46-R did not have a material effect on our financial statements.

Medicare Act Accounting

In December 2003, the Medicare Prescription Drug, Improvement and Modernization Act of 2003 (Medicare Act) was signed into law. The Medicare Act provides for a non-taxable federal subsidy to sponsors of retiree health care benefit plans that provide a benefit that is at least “actuarially equivalent” to the benefit established by law. We elected at that time to defer the provisions of the Medicare Act, and its impact on our accumulated postretirement benefit obligation and net periodic postretirement benefit cost, pending the issuance of specific authoritative accounting guidance by the FASB.

In May 2004, FASB Staff Position (FSP) No. 106-2 was issued on accounting for the effects of the Medicare Act. The guidance in this FSP is applicable to sponsors of single-employer defined benefit postretirement health care plans for which (a) the employer has concluded the prescription drug benefits available under the plan to some or all participants are “actuarially equivalent” to Medicare Part D and thus qualify for the subsidy under the Medicare Act and (b) the expected subsidy will offset or reduce the employer’s share of the cost of the underlying postretirement prescription drug coverage on which the

24

subsidy is based. We believe we qualify for the subsidy under the Medicare Act and the expected subsidy will partially offset our share of the cost of postretirement prescription drug coverage.

In June 2004, we adopted FSP No. 106-2, retroactive to January 1, 2004. As a result of the adoption, our accumulated postretirement benefit obligation for the subsidy related to benefits attributed to past service was reduced by approximately $24 million and was accounted for as an actuarial gain. The effects of the subsidy reduced net postretirement costs by $5 million in 2005 and $3 million in 2004.

Asset Retirement Obligations

On January 1, 2003, we adopted SFAS No. 143, Accounting for Asset Retirement Obligations, which requires the fair value of an asset retirement obligation be recognized in the period in which it is incurred.

On December 31, 2005, we adopted FASB Interpretation FIN No. 47, Accounting for Conditional Asset Retirement Obligations, an interpretation of FASB Statement No. 143. FIN 47 clarifies that the term conditional asset retirement obligation as used in FASB Statement No. 143, refers to a legal obligation to perform an asset retirement activity in which the timing and/or method of settlement are conditional on a future event. FIN 47 also clarifies that an entity is required to recognize a liability for the fair value of a conditional asset retirement obligation when incurred if fair value can be reasonably estimated. The accounting for FIN 47 uses the same methodology as SFAS 143. When a new liability is recorded, an entity will capitalize the costs of the liability by increasing the carrying amount of the related long-lived asset. The liability is accreted to its present value each period, and the capitalized cost is depreciated over the useful life of the related asset. Upon settlement of the liability, an entity settles the obligation for its recorded amount or incurs a gain or loss upon settlement.

We believe that adoptions of SFAS No. 143 and FIN 47 result primarily in timing differences in the recognition of legal asset retirement costs that we are currently recovering in rates. We will be deferring such differences under SFAS No. 71, Accounting for the Effects of Certain Types of Regulation.

As a result of adopting FIN 47 on December 31, 2005, we identified conditional retirement obligations for gas pipeline retirement costs. To a lesser extent, we have conditional retirement obligations at certain service centers, compressor and gate stations. We recorded a plant asset of $13 million with offsetting accumulated depreciation of $4 million, and an asset retirement obligation liability of $92 million. We also recorded a cumulative effect amount as a reduction to a regulatory liability of $84 million.

If we had applied FIN 47 to prior periods, we would have recorded asset retirement obligations of $91 million and $89 million as of December 31, 2004 and 2003, respectively, with an immaterial effect on earnings.

No liability has been recorded with respect to lead-based paint, as the quantities of lead-based paint are unknown. In addition, there is no incremental cost to demolitions of lead-based paint facilities vs. non-lead based paint facilities and no regulations currently exist requiring any type of special disposal of items containing lead-based paint.

A reconciliation of the asset retirement obligation for 2005 follows:

(in Millions)
Asset retirement obligations at January 1, 2005	$	5
Accretion		—
Liabilities incurred (primarily adoption of FIN 47)		92
Asset retirement obligations at December 31, 2005	$	97

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NOTE 3 — REGULATORY MATTERS

Regulation

We are subject to the regulatory jurisdiction of the MPSC, which issues orders pertaining to rates, recovery of certain costs, including the costs of regulatory assets, conditions of service, accounting and operating-related matters.

Regulatory Assets and Liabilities

We apply the provisions of SFAS No. 71, Accounting for the Effects of Certain Types of Regulation. SFAS No. 71 requires the recording of regulatory assets and liabilities for certain transactions that would have been treated as revenue and expense in non-regulated businesses. Continued applicability of SFAS No. 71 requires that rates be designed to recover specific costs of providing regulated services and be charged to and collected from customers. Future regulatory changes or changes in the competitive environment could result in the Company discontinuing the application of SFAS No. 71 for some or all of its business and require the write-off of the portion of any regulatory asset or liability that was no longer probable of recovery through regulated rates. Management believes that currently available facts support the continued application of SFAS No. 71.

26

The following are the balances of the regulatory assets and liabilities as of December 31:

(in Millions)	2005			2004
Assets
Deferred environmental costs	$	32		$	29
Unamortized loss on reacquired debt		32			34
Accrued GCR revenue		42			55
Recoverable minimum pension liability		1			1
Recoverable uncollectibles expense		11			—
		118			119
Less amount included in current assets		(53	)		(55	)
	$	65		$	64
Liabilities
Asset removal costs	$	353		$	429
Refundable income taxes		125			135
Accrued GCR disallowance		—			28
Accrued pension		12			2
		490			594
Less amount included in current liabilities and other liabilities		—			(30	)
	$	490		$	564

ASSETS

• Deferred environmental costs — The MPSC approved the deferral and recovery of investigation and remediation costs associated with former MGP sites.

• Unamortized loss on reacquired debt — The unamortized discount, premium and expense related to debt redeemed with a refinancing are deferred, amortized and recovered over the life of the replacement issue.

• Accrued GCR revenue — Receivable for the temporary under-recovery of and a return on gas costs incurred by MichCon which are recoverable through the GCR mechanism.

• Recoverable minimum pension liability — An additional minimum pension liability was recorded under generally accepted accounting principles due to the current under funded status of certain pension plans. The traditional rate setting process allows for the recovery of pension costs as measured by generally accepted accounting principles. Accordingly, the minimum pension liability associated with utility operations is recoverable. See Note 10.

• Recoverable uncollectibles expense — Receivable for the MPSC approved uncollectible expense true-up mechanism that tracks the difference in the fluctuation in uncollectible accounts and amounts recognized pursuant to the MPSC authorization.

LIABILITIES

• Asset removal costs — The amount collected from customers for the funding of future asset removal activities.

• Refundable income taxes — Income taxes refundable to MichCon’s customers representing the difference in property-related deferred income taxes payable and amounts recognized pursuant to MPSC authorization.

• Accrued GCR disallowance — Refund resulting from an MPSC order in MichCon’s 2002 GCR plan case that required MichCon to reduce revenues in the calculation of its 2002 GCR expense.

27

• Accrued pension — Pension expense refundable to customers representing the difference created from volatility in the pension obligation and amounts recognized pursuant to MPSC authorization.

Emergency Rules for Gas Bills

In October 2005, the MPSC established emergency billing practices in effect for gas service rendered November 1, 2005 through March 31, 2006. The rule changes:

• lengthen the period of time before a bill is due once it is transmitted to the customer;

• prohibit shut off or late payment fees unless an actual meter read is made;

• limit the required monthly payment on a settlement agreement;

• increase the income level qualifying for shut-off protection and lower the payment required to remain on shut-off protection; and

• lessen or eliminate certain deposit requirements.

Gas Rate Case

On April 28, 2005, the MPSC issued an order for final rate relief. The MPSC determined that the base rate increase granted to MichCon should be $61 million annually effective April 29, 2005. This amount is an increase of $26 million over the $35 million in interim rate relief approved in September 2004. The rate increase was based on a 50% debt and 50% equity capital structure and an 11% rate of return on common equity.

The MPSC adopted MichCon’s proposed tracking mechanism for uncollectible accounts receivable. Each year, MichCon will file an application comparing its actual uncollectible expense to its designated revenue recovery of approximately $37 million. Ninety percent of the difference will be refunded or surcharged after an annual reconciliation proceeding before the MPSC. The MPSC also approved the deferral of the non-capitalized portion of the negative pension expense. MichCon will record a regulatory liability for any negative pension costs as determined under generally accepted accounting principles. Included as part of the base rate increase, the order provided for $25 million in rates to recover safety and training costs. There is a one-way tracking mechanism that provides for refunding the portion of the $25 million not expended on an annual basis.

The MPSC order reduced MichCon’s depreciation rates, and the related revenue requirement associated with depreciation expense by $14.5 million and is designed to have no impact on net income.

The MPSC did not allow the recovery of approximately $25 million of merger interest costs allocated to MichCon that were incurred by DTE Energy as a result of the acquisition of MCN Energy.

The MPSC order also resulted in the disallowance of computer system and equipment costs and adjustments to environmental regulatory assets and liabilities. The MPSC disallowed recovery of ninety percent of the costs of a computer billing system that was in place prior to DTE Energy’s acquisition of MCN Energy in 2001. As a result of the order, MichCon recognized an impairment of this asset of approximately $42 million in the first quarter of 2005. The MPSC disallowed approximately $6 million of certain computer equipment and related depreciation and the recovery of certain internal labor and legal costs related to remediation of MGP sites of approximately $6 million. The MPSC ordered an additional $5 million charge due to a change in the allocation of historical MGP sites insurance proceeds.

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Gas Industry Restructuring

In December 2001, the MPSC approved MichCon’s application for a voluntary, expanded permanent gas Customer Choice program, which replaced the experimental program that expired in March 2002. The number of customers eligible to participate in the gas Customer Choice program increased over a three-year period. Effective April 2004, all of MichCon’s approximately 1.3 million customers could elect to participate in the Customer Choice program, thereby purchasing their gas from suppliers other than MichCon. The MPSC also approved the use of deferred accounting for the recovery of implementation costs of the gas Customer Choice program.

Gas Cost Recovery Proceedings

2002 Plan Year - In December 2001, the MPSC issued an order that permitted MichCon to implement GCR factors up to $3.62 per Mcf for January 2002 billings and up to $4.38 per Mcf for the remainder of 2002. The order also allowed MichCon to recognize a regulatory asset representing the difference between the $4.38 factor and the $3.62 factor for volumes that were unbilled at December 31, 2001. The regulatory asset was subject to the 2002 GCR reconciliation process. In March 2003, the MPSC issued an order in MichCon’s 2002 GCR plan case. MichCon’s decision during 2001 to utilize storage gas resulted in a gas inventory decrement for the 2001 calendar year. For this reason, the MPSC ordered MichCon to reduce its gas cost recovery expenses by $26.5 million for purposes of calculating the 2002 GCR factor. We recorded a $26.5 million reserve in 2002 to reflect the impact of this order.

MichCon’s 2002 GCR reconciliation case was filed with the MPSC in February 2003. The Staff and various intervening parties in this proceeding sought to have the MPSC disallow an additional $26 million, representing unbilled revenues at December 2001. One party also proposed the disallowance of half of an $8 million payment made to settle Enron bankruptcy issues. The other parties to the case recommended that the Enron bankruptcy settlement be addressed in the 2003 GCR reconciliation case. In April 2005, the MPSC issued an order in the 2002 GCR reconciliation case affirming the order in the 2002 GCR plan case disallowing $26.5 million related to the use of storage gas in 2001. The April 2005 order also disallowed the additional $26 million representing unbilled revenues at December 2001. We recorded the impact of the disallowance in the first quarter of 2005. The MPSC agreed that the $8 million related to the Enron issue be addressed in the 2003 GCR reconciliation case.

2003 Plan Year — MichCon’s 2003 GCR reconciliation case was filed with the MPSC in February 2004. In May 2005, the MPSC issued an order in the 2003 GCR reconciliation case approving recovery of the $8 million related to the Enron bankruptcy settlement.

2004 Plan Year — In September 2003, MichCon filed its 2004 GCR plan case proposing a maximum GCR factor of $5.36 per Mcf. MichCon agreed to switch from a calendar year to an operational year as a condition of its settlement in the 2003 GCR plan case. The operational GCR year runs from April to March of the following year. To accomplish the switch, the 2004 GCR plan reflected a 15 month transitional period, January 2004 through March 2005. Under this transition proposal, MichCon filed two reconciliations pertaining to the transition period; one in June 2004 addressing January through March 2004, one filed in June 2005 addressing the remaining April 2004 through March 2005 period and consolidating the two for purposes of the case. The June 2005 filing supported the $46 million under-recovery with interest MichCon had accrued for the period ending March 31, 2005. MichCon does not expect a final order before the third quarter of 2006.

2005-2006 Plan Year — In December 2004, MichCon filed its 2005-2006 GCR plan case proposing a maximum GCR factor of $7.99 per Mcf. The plan includes quarterly contingent GCR factors. These contingent factors allow MichCon to increase the maximum GCR factor to compensate for increases in market prices, thereby reducing the possibility of a GCR under-recovery. In April 2005, the MPSC issued an order recognizing that Michigan law allows MichCon to self-implement its quarterly contingent

29

factors. MichCon self-implemented quarterly contingent GCR factors of $8.54 per Mcf in July 2005 and $10.09 per Mcf in October 2005.

In response to market price increases in the fall of 2005, MichCon filed a petition to reopen the record in the case during September 2005. MichCon proposed a revised maximum GCR factor of $13.10 per Mcf and a revised contingent factor matrix. In its order issued October 6, 2005, the MPSC reopened the record in the case. On October 28, 2005, the MPSC approved an increase in the GCR factor to a cap of $11.3851 per Mcf for the period November 2005 through March 2006.

2006-2007 Plan Year — In December 2005, MichCon filed its 2006-2007 GCR plan case proposing a maximum GCR Factor of $12.15 per Mcf. The plan includes quarterly contingent GCR factors. These contingent factors allow MichCon to increase the maximum GCR factor to compensate for increases in market prices, thereby reducing the possibility of a GCR under-recovery.

Other

We are unable to predict the outcome of the regulatory matters discussed herein. Resolution of these matters is dependent upon future MPSC orders and appeals, which may materially impact the financial position, results of operations and cash flows of the Company.

NOTE 4 — INCOME TAXES

We are part of the consolidated federal income tax return of DTE Energy. Our federal income tax expense is determined on an individual company basis with no allocation of tax benefits or expenses from other affiliates of DTE Energy.

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Total income tax expense (benefit) varied from the statutory federal income tax rate for the following reasons:

(Dollars in Millions)	2005			2004			2003
Effective federal income tax rate		(n/m	) (1)		(98.3	)%		16.5	%
Statutory federal income taxes at a rate of 35%	$	—		$	3		$	19
Investment tax credit		(1	)		(1	)		(1	)
Depreciation		(7	)		(7	)		(7	)
Grantor Trust		—			—			(1	)
Employee Stock Ownership Plan Dividends		(1	)		(1	)		(2	)
Medicare Benefits		(2	)		(1	)		—
Other, net		(3	)		(2	)		1
Total	$	(14	)	$	(9	)	$	9

(1) Due to the amount of the pre-tax loss in 2005, the effective tax rate is not meaningful (n/m).

Components of income tax expense (benefit) were as follows:

(in Millions)	2005			2004			2003
Current federal and other income tax expense (benefit)	$	(14	)	$	(44	)	$	8
Deferred federal and other income tax expense		—			35			1
Total	$	(14	)	$	(9	)	$	9

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. Deferred tax assets and liabilities not related to assets or liabilities are classified according to the expected reversal date of the temporary differences.

Deferred income tax assets (liabilities) were comprised of the following at December 31:

(in Millions)	2005			2004
Property	$	(97	)	$	(90	)
Employee benefits		(65	)		(65	)
Other, net		(21	)		(16	)
	$	(183	)	$	(171	)
Deferred income tax liabilities	$	(518	)	$	(483	)
Deferred income tax assets		335			312
	$	(183	)	$	(171	)

The above table excludes deferred tax liabilities associated with unamortized investment tax credits which are shown separately on the consolidated statement of financial position.

During 2005, the Internal Revenue Service (IRS) completed and closed its audits of MichCon as a component of the MCN Energy federal income tax returns for the years 1999 through May 31, 2001, and as a component of the DTE Energy federal income tax return for the period of June 1, 2001 through December

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31, 2001. The IRS is currently conducting audits of MichCon as a component of the DTE Energy federal income tax returns for the years 2002 and 2003. The Company accrues tax and interest related to tax uncertainties that arise due to actual or potential disagreements with governmental agencies about the tax treatment of specific items. We believe that our accrued tax liabilities are adequate for all years.

NOTE 5 — LONG-TERM DEBT AND PREFERRED SECURITIES

Long-Term Debt

Our long-term debt outstanding and interest rates of debt outstanding at December 31 were:

(in Millions)	2005			2004
First Mortgage Bonds, interest payable semi-annually
7.15% series due 2006	$	40		$	40
7.21% series due 2007		30			30
7.06% series due 2012		40			40
8.25% series due 2014		80			80
Remarketable securities, interest payable semi-annually
6.45% series due 2038		75			75
Senior notes, interest payable semi-annually
6.125% series due 2008		200			200
5.0% series due 2019		120			120
5.7% series due 2033		200			200
		785			785
Less amount due within one year		(40	)		—
Total	$	745		$	785

Our remarketable securities and senior notes are secured by “fall-away mortgage” debt and, as such, are secured debt as long as our other first mortgage bonds are outstanding and become senior unsecured debt thereafter.

Substantially all of our net utility property is subject to the lien of our mortgage. Should we fail to timely pay our indebtedness under the mortgage, such failure may create cross defaults in the indebtedness of DTE Energy.

The following table shows the scheduled debt maturities and sinking fund requirements, excluding any unamortized discount or premium on debt:

											2011 and
(in millions)	2006		2007		2008		2009		2010		thereafter		Total
Amount to mature	$	40	$	30	$	275		—		—	$	440	$	785

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Preferred and Preference Securities — Authorized and Unissued

At December 31, 2005, we had 7 million shares of preferred stock with a par value of $1 per share and 4 million shares of preference stock with a par value of $1 per share authorized, with no shares issued.

NOTE 6 — SHORT-TERM CREDIT ARRANGEMENTS AND BORROWINGS

In October 2005, we entered into a $181 million, five-year unsecured revolving credit agreement and simultaneously amended and restated our existing $244 million, five-year facility. Our aggregate availability under the combined facilities is $425 million. The new five-year credit facility increased available credit by $100 million. The five-year credit facilities are with a syndicate of banks and may be used for general corporate borrowings, but are intended to provide liquidity support for our commercial paper program. Borrowings under the facilities are available at prevailing short-term interest rates. The agreements require us to maintain a debt to total capitalization ratio of no more than .65 to l. Should we have delinquent debt obligations of at least $50 million to any creditor, such delinquency will be considered a default under our credit agreements. We are currently in compliance with our covenants.

At December 31, 2005, we had outstanding commercial paper of $423 million and other short-term borrowings of $16 million. At December 31, 2004, we had outstanding commercial paper of $232 million and other short-term borrowings of $10 million.

The weighted average interest rates for short-term borrowings were 4.4% and 2.4% at December 31, 2005 and 2004, respectively.

NOTE 7 — CAPITAL AND OPERATING LEASES

Lessee - We lease certain property under capital and operating lease arrangements expiring at various dates to 2024. Some leases contain renewal options.

	Operating
(in Millions)	Leases
2006	$	2
2007		1
2008		1
2009		1
2010		—
Thereafter		3
Total minimum lease payments	$	8

Rental expense for operating leases was $2 million in 2005, $3 million in 2004 and $2 million in 2003.

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Lessor — We lease a portion of our pipeline system to the Vector Pipeline Partnership through a capital lease contract that expires in 2020, with renewal options extending for five years. The components of the net investment in the capital lease at December 31, 2005 were as follows:

(in Millions)
2006	$	9
2007		9
2008		9
2009		9
2010		9
Thereafter		89
Total minimum future lease receipts		134
Residual value of leased pipeline		40
Less — unearned income		(93	)
Net investment in direct financing lease		81
Less — current portion		(1	)
	$	80

NOTE 8 — FINANCIAL AND OTHER DERIVATIVE INSTRUMENTS

We comply with SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, as amended by SFAS No. 138 and SFAS No. 149. Listed below are important SFAS No. 133 requirements:

• Derivative instruments must be recognized as assets or liabilities and measured at fair value, unless they meet the normal purchases and sales exemption.

• Accounting for changes in fair value depends on the purpose of the derivative instrument and whether it is designated as a hedge and qualifies for hedge accounting.

• Special accounting is allowed for a derivative instrument qualifying as a hedge and designated as a hedge for the variability of cash flow associated with a forecasted transaction. Gain or loss associated with the effective portion of the hedge is recorded in other comprehensive income. The ineffective portion is recorded to earnings. Amounts recorded in other comprehensive income will be reclassified to net income when the forecasted transaction affects earnings. If a cash flow hedge is discontinued because it is likely the forecasted transaction will not occur, net gains or losses are immediately recorded to earnings.

• Special accounting is also allowed for a derivative instrument qualifying as a hedge and designated as a hedge of the changes in fair value of an existing asset, liability or firm commitment. Gain or loss on the hedging instrument is recorded into earnings. An offsetting loss or gain on the underlying asset, liability or firm commitment is also recorded to earnings.

Our primary market risk exposure is associated with commodity prices, credit and interest rates. We have risk management policies to monitor and decrease market risks. We use derivative instruments to manage some of the exposure.

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Commodity Price Risk

We purchase, store, transmit and distribute and sell natural gas. We have fixed-priced contracts for portions of our expected gas supply requirements through 2008. These gas supply and firm transportation contracts are designated and qualify for the normal purchases and sales exemption and are therefore accounted for under the accrual method. Our commodity price risk is limited due to the GCR mechanism. See Note 1.

Credit Risk

We are exposed to credit risk if our customers or counterparties do not comply with their contractual obligations. We maintain credit policies that significantly minimize overall credit risk. These policies include an evaluation of potential customers’ and counterparties’ financial condition, credit rating, collateral requirements or other credit enhancements such as letters of credit or guarantees. We generally use standardized agreements that allow the netting of positive and negative transactions associated with a single counterparty.

Interest Rate Risk

We occasionally use treasury locks and other interest rate derivatives to hedge the risk associated with interest rate market volatility. In 2004, we entered into an interest rate derivative to limit our sensitivity to market interest rate risk associated with the issuance of long-term debt. Such instrument was designated as a cash flow hedge. We subsequently issued long-term debt and terminated the hedge at a cost that is included in other comprehensive loss.

Fair Value of Financial Instruments

The fair value of financial instruments is determined by using various market data and other valuation techniques. The table below shows the fair value relative to the carrying value for long-term debt securities. The carrying value of certain other financial instruments, such as notes payable, customer deposits and notes receivable approximate fair value and are not shown.

	2005		2004
	Fair Value	Carrying Value	Fair Value	Carrying Value
Long-Term Debt	$806 million	$785 million	$834 million	$785 million

NOTE 9 — COMMITMENTS AND CONTINGENCIES

Environmental Matters

Prior to the construction of major interstate natural gas pipelines, gas for heating and other uses was manufactured locally from processes involving coal, coke or oil. We own, or previously owned, 14 such former MGP sites. Investigations have revealed contamination related to the by-products of gas manufacturing at each site. In addition to the MGP sites, we are also in the process of cleaning up other contaminated sites. Cleanup activities associated with these sites will be conducted over the next several years.

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In 1993, a cost deferral and rate recovery mechanism was approved by the MPSC for investigation and remediation costs incurred at former MGP sites in excess of this reserve. We employed outside consultants to evaluate remediation alternatives for these sites, to assist in estimating its potential liabilities and to review its archived insurance policies. As a result of these studies, we accrued an additional liability and a corresponding regulatory asset of $32 million during 1995. During 2005, we spent approximately $4 million investigating and remediating these former MGP sites. In December 2005, we retained multiple environmental consultants to estimate the projected cost to remediate each MGP site. We accrued an additional $9 million in remediation liabilities associated with two of our MGP sites, to increase the reserve balance to $33 million at December 31, 2005.

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 affect the Company’s financial position and cash flows. However, we anticipate the cost deferral and rate recovery mechanism approved by the MPSC will prevent environmental costs from having a material adverse impact on our results of operations.

Personal Property Taxes

MichCon and other Michigan utilities have asserted that Michigan’s valuation tables result in the substantial overvaluation of utility personal property. Valuation tables established by the Michigan State Tax Commission (STC) are used to determine the taxable value of personal property based on the property’s age. In November 1999, the STC approved new valuation tables that more accurately recognize the value of a utility’s personal property. The new tables became effective in 2000 and are currently used to calculate property tax expense. However, several local taxing jurisdictions have taken legal action attempting to prevent the STC from implementing the new valuation tables and have continued to prepare assessments based on the superseded tables. The legal actions regarding the appropriateness of the new tables were before the Michigan Tax Tribunal (MTT) which, in April 2002, issued its decision essentially affirming the validity of the STC’s new tables. In June 2002, petitioners in the case filed an appeal of the MTT’s decision with the Michigan Court of Appeals. In January 2004, the Michigan Court of Appeals upheld the validity of the new tables. With no further appeal by the petitioners available, the MTT began to schedule utility personal property valuation cases for Prehearing General Calls. After a period of abeyance the MTT issued a scheduling order in a significant number of MichCon appeals that set litigation calendars for these cases extending into mid-2006. After an extended period of settlement discussions, a Memorandum of Understanding has been reached with six principals in the litigation and the Michigan Department of Treasury that is expected to lead to settlement of all outstanding property tax disputes on a global basis.

On December 8, 2005, executed Stipulations for Consent Judgment, Consent Judgments, and Schedules to Consent Judgment were filed with the MTT on behalf of MichCon and a significant number of the largest jurisdictions, in terms of tax dollars, involved in the litigation. The filing of these documents fulfilled the requirements of the global settlement agreement and resolves a number of claims by the litigants against each other including both property and non-property issues. The global settlement agreement results in a pre-tax economic benefit to the company that includes the release of a litigation reserve.

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Other Commitments

As of December 31, 2005, we were party to numerous long-term purchase commitments relating to a variety of goods and services required for our business. These agreements primarily consist of long-term gas purchase and transportation agreements. We estimate that these commitments will be approximately $1.7 billion through 2051. We also estimate that 2006 base level capital expenditures will be approximately $162 million. We have made certain commitments in connection with expected capital expenditures.

Bankruptcies

We sell gas and/or gas transportation and storage services to numerous companies operating in the steel, automotive, energy, retail and other industries. Certain of our customers have filed for bankruptcy protection under Chapter 11 of the U.S. Bankruptcy Code. We regularly review contingent matters relating to these customers and our sale contracts and we record provisions for amounts considered at risk of probable loss. We believe our previously accrued amounts are adequate for probable losses. The final resolution of these matters is not expected to have a material effect on our financial statements.

Other

We are involved in certain legal, regulatory, administrative and environmental proceedings before various courts, arbitration panels and governmental agencies concerning matters arising in the ordinary course of business. These proceedings include certain contract disputes, environmental reviews and investigations, audits, inquiries from various regulators, and pending judicial matters. We cannot predict the final disposition of such proceedings. We regularly review legal matters and record provisions for claims that are considered probable of loss. The resolution of pending proceedings is not expected to have a material effect on our operations or financial statements in the period they are resolved.

See Note 3.

NOTE 10 — RETIREMENT BENEFITS AND TRUSTEED ASSETS

Measurement Date

In the fourth quarter of 2004, we changed the date for actuarial measurement of our obligations for benefit programs from December 31 to November 30. We believe the one-month change of the measurement date is a preferable change as it allows time for management to plan and execute its review of the completeness and accuracy of its benefit programs results and to fully reflect the impact on its financial results. The change did not have a material effect on retained earnings as of January 1, 2004, and net income amounts for any interim period in 2004. Accordingly, all amounts reported in the following tables for balances as of December 31, 2005 and December 31, 2004 are based on measurement dates of November 30, 2005, and November 30, 2004, respectively. Amounts reported in tables for the year ended December 31, 2005 are based on a measurement date of November 30, 2004. Amounts reported in tables for the year ended December 31, 2004 are based on a measurement date of December 31, 2003. Amounts reported in tables for the year ended December 31, 2003 are based on a measurement date of December 31, 2002.

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Pension Plan Benefits

We have a defined benefit retirement plan for MichCon represented employees and participate in a defined benefit retirement plan for other DTE Energy represented and nonrepresented employees. The plans are noncontributory, cover substantially all employees and provide retirement benefits to MichCon employees based on the employee’s years of benefit service, average final compensation and age at retirement. Certain nonrepresented employees are covered under cash balance benefits based on annual employer contributions and interest credits. Currently these plans meet the full funding requirements of the Internal Revenue Code. We do not anticipate making a contribution to our qualified pension plan in 2006.

MichCon also participates in a defined benefit retirement plan sponsored by Detroit Edison for its nonrepresented employees, which is treated as a plan covering employees of various affiliates of DTE Energy from the affiliates’ perspective. Accordingly, the liabilities and assets associated with this Plan are no longer reflected in the tables below, and the associated prepaid pension asset of $272 million and $246 million at December 31, 2005 and December 31, 2004, respectively, are now reflected as an amount due from affiliate. We are allocated income or an expense each year as a result of our participation in the DTE Energy Company Retirement Plan. The annual income for 2005, 2004, and 2003 was $26 million, $27 million, and $31 million, respectively, and is not reflected in the following table.

In its April 2005 final rate order, the MPSC approved the deferral of the non-capitalized portion of our negative pension expense. At December 31, 2005, we recorded a $12 million regulatory liability.

Net pension credit includes the following components:

(in Millions)	2005			2004			2003
Service Cost	$	5		$	5		$	4
Interest Cost		15			15			14
Expected Return on Plan Assets		(28	)		(28	)		(29	)
Amortization of
Net loss		1			—			—
Prior service cost		1			1			2
Net transition asset		—			—			(1	)
Net Pension Credit	$	(6	)	$	(7	)	$	(10	)

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The following table reconciles 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 at December 31:

(in Millions)	2005			2004
Accumulated Benefit Obligation — End of Period	$	244		$	242
Projected Benefit Obligation — Beginning of Period	$	256		$	247
Service Cost		5			5
Interest Cost		15			15
Actuarial Loss		14			7
Benefits Paid		(15	)		(13	)
Plan Amendments		—			(5	)
Projected Benefit Obligation — End of Period	$	275		$	256
Plan Assets at Fair Value — Beginning of Period	$	330		$	319
Actual Return on Plan Assets		29			24
Benefits Paid		(15	)		(13	)
Plan Assets at Fair Value — End of Period	$	344		$	330
Funded Status of the Plans	$	69		$	74
Unrecognized
Net loss		53			41
Prior service cost		5			6
Prepaid Pension Cost	$	127		$	121

Assumptions used in determining the projected benefit obligation and net pension costs are listed below:

	2005			2004			2003
Projected Benefit Obligation
Discount rate		5.90	%		6.00	%		6.25	%
Annual increase in future compensation levels		4.0	%		4.0	%		4.0	%
Net Pension Costs
Discount rate		6.00	%		6.25	%		6.75	%
Annual increase in future compensation levels		4.0	%		4.0	%		4.0	%
Expected long-term rate of return on Plan assets		9.0	%		9.0	%		9.0	%

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At December 31, 2005, the benefits expected to be paid in each of the next five years and in the aggregate for the five fiscal years thereafter are as follows:

(in Millions)
2006	$	13
2007		13
2008		14
2009		14
2010		15
2011 – 2015		82
Total	$	151

We employ a consistent formal process in determining the long-term rate of return for various asset classes. We evaluate input from our consultants, including their review of historic financial market risks and returns and long-term historic relationships between the asset classes of equities, fixed income and other assets, consistent with the widely accepted capital market principle that asset classes with higher volatility generate a greater return over the long-term. Current market factors such as inflation, interest rates, asset class risks and asset class returns are evaluated and considered before long-term capital market assumptions are determined. The long-term portfolio return is also established employing a consistent formal process, with due consideration of diversification, active investment management and rebalancing. Peer data is reviewed to check for reasonableness.

We employ a total return investment approach whereby a mix of equities, fixed income and other investments are used to maximize the long-term return of plan assets consistent with prudent levels of risk. The intent of this strategy is to minimize plan expenses over the long term. Risk tolerance is established through consideration of future plan cash flows, plan funded status, and corporate financial considerations. The investment portfolio contains a diversified blend of equity, fixed income and other investments. Furthermore, equity investments are diversified across U.S. and non-U.S. stocks, growth and value investment styles, and large and small market capitalizations. Other assets such as private equity and absolute return funds are used judiciously to enhance long term returns while improving portfolio diversification. Derivatives may be used to gain market exposure in an efficient and timely manner; however, derivatives may not be used to leverage the portfolio beyond the market value of the underlying investments. Investment risk is measured and monitored on an ongoing basis through annual liability measurements, periodic asset/liability studies, and quarterly investment portfolio reviews.

Our plan’s weighted-average asset allocations by asset category at December 31 were as follows:

	2005			2004
Equity Securities		68	%		69	%
Debt Securities		27			26
Other		5			5
		100	%		100	%

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Our plan’s weighted-average asset target allocations by asset category at December 31, 2005 were as follows:

Equity Securities	65	%
Debt Securities	28
Other	7
	100	%

We also sponsor a defined contribution retirement savings plan for represented employees and participate in a defined contribution plan for nonrepresented employees. Participation in one of these plans is available to substantially all represented and nonrepresented employees. We match employee contributions up to certain predefined limits based upon eligible compensation, the employee’s contribution rate and, in some cases, years of credited service. The cost of these plans was $5 million in 2005, 2004, and 2003.

Other Postretirement Benefits

We provide certain postretirement health care and life insurance benefits for retired employees who are eligible for these benefits. Our policy is to fund certain trusts to meet our postretirement benefit obligations. Separate qualified Voluntary Employees’ Beneficiary Association (VEBA) trusts exist for represented and nonrepresented employees. At the discretion of management, we may make up to a $40 million contribution to our VEBA trusts in 2006.

Net postretirement cost includes the following components:

(in Millions)	2005			2004			2003
Service Cost	$	11		$	8		$	6
Interest Cost		24			23			20
Expected Return on Plan Assets		(12	)		(11	)		(14	)
Amortization of
Net (gain) loss		7			2			(2	)
Prior service cost		2			1			1
Net transition obligation		6			8			9
Net Postretirement Cost	$	38		$	31		$	20

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The following table reconciles the obligations, assets and funded status of the plans including amounts recorded as accrued postretirement cost in the consolidated statement of financial position at December 31:

(in Millions)	2005			2004
Accumulated Postretirement Benefit Obligation — Beginning of Period	$	419		$	379
Service Cost		11			8
Interest Cost		25			23
Actuarial Loss		26			39
Benefits Paid		(22	)		(15	)
Plan Amendments		(6	)		(15	)
Accumulated Postretirement Benefit Obligation — End of Period	$	453		$	419
Plan Assets at Fair Value — Beginning of Period	$	126		$	117
Actual Return on Plan Assets		12			9
Benefits Paid		(8	)		—
Plan Assets at Fair Value — End of Period	$	130		$	126
Funded Status of the Plans	$	(323	)	$	(293	)
Unrecognized
Net loss		133			114
Prior service cost		14			16
Net transition obligation		39			51
Accrued Postretirement Liability at Measurement Date		(137	)		(112	)
December Adjustments		(7	)		(6	)
Accrued Postretirement Liability — End of Period	$	(144	)	$	(118	)

Assumptions used in determining the projected benefit obligation and net benefit cost are listed below:

	2005			2004			2003
Projected Benefits Obligation
Discount rate		5.90	%		6.00	%		6.25	%
Net Benefit Costs
Discount rate		6.00	%		6.25	%		6.75	%
Expected long-term rate of return on Plan assets		9.0	%		9.0	%		9.0	%

Benefit costs were calculated assuming health care cost trend rates beginning at 9% for 2006 and decreasing to 5% in 2011 and thereafter for persons under age 65 and decreasing from 8% to 5% for persons age 65 and over. A one-percentage-point increase in health care cost trend rates would have increased the total service cost and interest cost components of benefit costs by $8 million and increased the accumulated benefit obligation by $57 million at December 31, 2005. A one-percentage-point decrease in the health care cost trend rates would have decreased the total service cost and interest cost components of benefit costs by $5 million and would have decreased the accumulated benefit obligation by $48 million at December 31, 2005.

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At December 31, 2005, the benefits expected to be paid, including prescription drug benefits, in each of the next five years and in the aggregate for the five fiscal years thereafter are as follows:

(in Millions)
2006	$	28
2007		28
2008		30
2009		30
2010		30
2011 – 2015		159
Total	$	305

The process used in determining the long-term rate of return for assets and the investment approach for our other postretirement benefits plans is similar to those previously described for our pension plans.

Our plan’s weighted-average asset allocations by asset category at December 31 were as follows:

	2005			2004
Equity Securities		69	%		67	%
Debt Securities		31			33
		100	%		100	%

Our plan’s weighted-average asset target allocations by asset category at December 31, 2005 were as follows:

Equity Securities	65	%
Debt Securities	28
Other	7
	100	%

In December 2003, the Medicare Act was signed into law which provides for a non-taxable federal subsidy to sponsors of retiree health care benefit plans that provide a benefit that is at least “actuarially equivalent” to the benefit established by law. As discussed in Note 2, we adopted FSP No. 106-2 in 2004, which provides guidance on the accounting for the Medicare Act. As a result of the adoption, our accumulated postretirement benefit obligation for the subsidy related to benefits attributed to past service was reduced by approximately $24 million at January 1, 2004 and was accounted for as an actuarial gain. The effects of the subsidy reduced net periodic postretirement benefit costs by $5 million in 2005 and $3 million in 2004.

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At December 31, 2005, the gross amount of federal subsidies expected to be received in each of the next five years and in the aggregate for the five fiscal years thereafter was as follows:

(in Millions)
2006	$	2
2007		—
2008		2
2009		2
2010		—
2011 – 2015		8
Total	$	14

Grantor Trust

We maintain a Grantor Trust that invests in life insurance contracts and income securities. Employees and retirees have no right, title or interest in the assets of the Grantor Trust, and we can revoke the trust subject to providing the MPSC with prior notification. We account for our investment at fair value with unrealized gains and losses recorded to earnings.

NOTE 11 — RELATED PARTY TRANSACTIONS

We have agreements with affiliated companies to provide transportation and storage services and for the purchase of natural gas. We have an agreement with a DTE Energy affiliate where we are charged for our use of their shared capital assets. Additionally, under a service agreement with DTE Energy, various DTE Energy affiliates, including MichCon provide corporate support services inclusive of various financial, auditing, tax, legal, treasury and cash management, human resources, information technology, and regulatory services, which were billed to DTE Energy corporate. As these functions essentially support the entire DTE Energy Company, total administrative and general expenses billed to DTE Energy corporate by MichCon and the other affiliates, along with certain interest and financing costs were then billed to various subsidiaries of DTE Energy, including MichCon.

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The following is a summary of transactions with affiliated companies:

(in Millions)	2005		2004		2003
Revenues
Transportation and storage services	$	11	$	8	$	11
Other services		5		3		3
Costs
Gas purchases		—		5		15
Other services and interest		14		15		14
Corporate expenses and merger costs (net) (1)		93		100		106

	December 31,
(in Millions)	2005		2004
Assets
Accounts receivable	$	55	$	57
Liabilities & Equity
Accounts payable		16		10
Notes payable		16		9
Exchange gas payable		—		1
Dividends payable		13		13
Dividends declared		50		50
Dividends paid		50		50

(1) As a result of an MPSC order, DTE Energy ceased billing merger costs to MichCon effective April 2005.

Our accounts receivable from affiliated companies and accounts payable to affiliated companies are payable upon demand and are generally settled in cash within a monthly business cycle.

Under inter-company credit agreements, we had short-term notes payable to affiliated companies. Short-term excess cash or cash shortfalls are remitted to or funded by the affiliated companies. These credit arrangements involve the charge and payment of interest at rates that approximate market.

We had an exchange gas payable related to an operational balancing agreement with a DTE Energy affiliate. Under the exchange agreement, we typically borrow gas during the peak winter cycle and repay the gas during the spring and summer.

NOTE 12 — ASSET GAINS AND LOSSES

In 2002, we recorded a $33 million pre-tax ($22 million net of taxes) charge from the sale of our former headquarters. An additional $5 million pre-tax ($4 million net of taxes) charge was recorded in 2003 to further reduce the carrying value of the property to fair value based on the estimated selling price less cost to sell. In 2003, we recorded a $3 million pre-tax ($2 million net of taxes) loss from the sale of our former headquarters.

In 2004, we recorded a $3 million pre-tax ($2 million net of taxes) gain from sales of a storage facility and land. In 2005, we received a final rate order from the MPSC which resulted in disallowances of

45

approximately $42 million pre-tax ($27 million net of taxes) of costs related to a computer billing system and $6 million pre-tax ($4 million net of taxes) of certain computer equipment and related depreciation.

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NOTE 13 — SUPPLEMENTARY QUARTERLY FINANCIAL INFORMATION (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
(in Millions)	Quarter			Quarter			Quarter			Quarter			Year
2005
Operating Revenues	$	834		$	261		$	206		$	797		$	2,098
Operating Income (Loss)		1			(3	)		(19	)		66			45
Net Income (Loss)		(13	)		(50	)		159			(83	)		13
2004
Operating Revenues		715			271			155			504			1,645
Operating Income (Loss)		93			(37	)		(39	)		39			56
Net Income (Loss)		70			(37	)		(53	)		39			19

47

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

(a) Evaluation of disclosure controls and procedures

Management of the Company carried out an evaluation, under the supervision and with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of December 31, 2005, which is the end of the period covered by this report. Based on this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that such controls and procedures are effective in ensuring that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Due to the inherent limitations in the effectiveness of any disclosure controls and procedures, management cannot provide absolute assurance that the objectives of the disclosure controls and procedures will be attained.

(b) Changes in internal control over financial reporting

There has been no change in the Company’s internal control over financial reporting during the fourth quarter of 2005 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Item 9B. Other Information

None.

Part III

Item 10. Directors and Executive Officers of the Registrant

Item 11. Executive Compensation

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Item 13. Certain Relationships and Related Transactions

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

48

Item 14. Principal Accountant Fees and Services

For the years ended December 31, 2005 and 2004, professional services were performed by Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates (collectively, “Deloitte”). The following table presents fees for professional services rendered by Deloitte for the audit of MichCon’s annual financial statements for the years ended December 31, 2005 and December 31, 2004, and fees billed for other services rendered by Deloitte during those periods.

	2005		2004
Audit fees (1)	$	1,529,517	$	1,304,900
Audit-related fees (2)		—		—
Tax fees (2)		—		—
All other fees		—		—
	$	1,529,517	$	1,304,900

(1)	Represents the aggregate fees billed for the audit of MichCon’s annual financial statements and for the reviews of the financial statements included in MichCon’s Quarterly Reports on Form 10-Q.
(2)	Certain audit- related and tax fees are charged to DTE Energy and are indirectly allocated to MichCon through overheads.

The above listed fees were pre-approved by the DTE Energy audit committee.

Prior to engagement, the DTE Energy audit committee pre-approves these services by category of service. The DTE Energy audit committee may delegate to the chair of the audit committee, or to one or more other designated members of the audit committee, the authority to grant pre-approvals of all permitted services or classes of these permitted services to be provided by the independent auditor up to but not exceeding a pre-defined limit. The decision of the designated member to pre-approve a permitted service will be reported to the DTE Energy audit committee at the next scheduled meeting.

49

Part IV

Item 15. Exhibits and Financial Statement Schedules

(a) The following documents are filed as part of this Annual Report on Form 10-K.

(1)	Consolidated financial statements. See “Item 8 – Financial Statements and Supplementary Data.”
(2)	Financial statement schedule. See “Item 8 – Financial Statements and Supplementary Data.”
(3)	Exhibits.

Exhibit No.			Description
(i)			Exhibits filed herewith:
	10-19		MichCon Investment and Stock Ownership Plan, as amended and restated effective as of January 1, 2002.
	12-6		Computation of Ratio of Earnings to Fixed Charges.
	23-5		Consent of Deloitte & Touche LLP
	31-21		Chief Executive Officer Section 302 Form 10-K Certification of Periodic Report.
	31-22		Chief Financial Officer Section 302 Form 10-K Certification of Periodic Report.
(ii)			Exhibits incorporated herein by reference:
	3	(a)	Restated Articles of Incorporation (Exhibit 3-1 to Form 10-Q for quarter ended March 31, 1993).
	3	(b)	By-Laws (Exhibit 3-2 to Form 10-Q for quarter ended March 31, 1993).
	4	(a)	Indenture dated as of June 1, 1998 between Michigan Consolidated Gas Company and Citibank, N.A., as trustee, related to Senior Debt Securities (Exhibit 4-1 to Registration Statement No. 333-63370).
	4	(b)	First Supplemental Indenture dated as of June 18, 1998, establishing Extendable Mandatory Par Put Remarketed Securities (SM) due June 30, 2038 and Resetable Mandatory Putable/Remarketable Securities, due June 30, 2038 (Exhibit 4-1 to Form 8-K dated June 18, 1998).
	4	(c)	Second Supplemental Indenture dated as of June 9, 1999, establishing 6.85% Senior Secured Insured Quarterly Notes due 2038 and 6.85% Senior Notes due 2039 (Exhibit 4-1 to Form 8-K dated June 4, 1999).

50

Exhibit No.			Description
	4	(d)	Third Supplemental Indenture dated as of August 15, 2001, establishing 6 1/8% Senior Notes due 2008 (Exhibit 4-2 to Form 10-Q for quarter ended September 30, 2001).
	4	(e)	Fourth Supplemental Indenture dated as of February 15, 2003, establishing 5.70% Senior Notes, 2003 Series A due 2033 (Exhibit 4-3 to Form 10-Q for quarter ended March 31, 2003).
	4	(f)	Fifth Supplemental Indenture dated as of October 1, 2004, establishing 5.00% Senior Notes, 2004 Series E due 2019 (Exhibit 4-6 to Form 10-Q for quarter ended September 31, 2004).
	4	(g)	Indenture of Mortgage and Deed of Trust dated as of March 1, 1944 (Exhibit 7-D to Registration Statement No. 2-5252).
	4	(h)	Twenty-ninth Supplemental Indenture dated as of July 15, 1989, among Michigan Consolidated Gas Company and Citibank, N.A. and Robert T. Kirchner, as trustees, creating an issue of first mortgage bonds and providing for the modification and restatement of the Indenture of Mortgage and Deed of Trust dated as of March 1, 1944 (Exhibit 4-2 to Registration Statement No. 333-63370).
	4	(i)	Thirtieth Supplemental Indenture dated as of September 1, 1991, creating first mortgage bonds, 9 1/2 Series due 2021 (Exhibit 4-1 to Form 8-K dated September 27, 1991).
	4	(j)	Thirty-first Supplemental Indenture dated as of December 15, 1991, creating first mortgage bonds designated Secured Term Notes, Series A (Exhibit 4-1 to Form 8-K dated February 28, 1992).
	4	(k)	Thirty-second Supplemental Indenture dated as of January 5, 1993, creating first mortgage bonds designated Secured Term Notes, Series B (Exhibit 4-1 to Form 10-K for year ended December 31, 1992).
	4	(l)	Thirty-third Supplemental Indenture dated as of May 1, 1995, creating first mortgage bonds designated Secured Medium Term Notes, Series B (Exhibit 4-2 to Registration Statement No. 33-59093).
	4	(m)	Thirty-fourth Supplemental Indenture dated as of November 1, 1996, creating first mortgage bonds designated Secured Medium Term Notes, Series C (Exhibit 4-2 to Registration Statement No. 333-16285).
	4	(n)	Thirty-fifth Supplemental Indenture dated as of June 18, 1998, creating an issue of first mortgage bonds designated as collateral bonds (Exhibit 4-2 to Form 8-K dated June 18, 1998).
	4	(o)	Thirty-sixth Supplemental Indenture dated as of August 15, 2001, creating 6 1/8% collateral bonds due 2008 (Exhibit 4-3 to Form 10-Q for quarter ended September 30, 2001).
	4	(p)	Thirty-seventh Supplemental Indenture dated as of February 15, 2003, establishing the 5.70% collateral bonds due 2033 (Exhibit 4-4 to Form 10-Q for quarter ended March 31, 2003).
	4	(q)	Thirty-eighth Supplemental Indenture dated as of October 1, 2004, establishing the 2004 Series E collateral bonds (Exhibit 4-5 to Form 10-Q for quarter ended September 31, 2004).

51

Exhibit No.			Description
	10	(a)	Form of Second Amended and Restated Five-Year Credit Agreement dated as of October 17, 2005, by and among Michigan Consolidated Gas Company, the lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and Barclays Bank PLC and Citibank, N.A. as Co-Syndication Agents (Exhibit 10.2 to Form 8-K dated October 17, 2005).
	99	(a)	Form of Five-Year Credit Agreement dated as of October 17, 2005, by and among Michigan Consolidated Gas Company, the lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and Barclays Bank PLC and Citibank, N.A. as Co-Syndication Agents (Exhibit 10.1 to Form 8-K dated October 17, 2005).
(iii)			Exhibits furnished herewith:
	32-21		Chief Executive Officer Section 906 Form 10-K Certification of Periodic Report
	32-22		Chief Financial Officer Section 906 Form 10-K Certification of Periodic Report

52

Michigan Consolidated Gas Company

Schedule II – Valuation and Qualifying Accounts

	Year Ending December 31,
(in Millions)	2005			2004			2003
Allowance for Doubtful Accounts (shown as deduction from accounts receivable in the consolidated statement of financial position)
Balance at Beginning of Period	$	71		$	43		$	27
Additions:
Charged to costs and expenses		64			62			39
Charged to other accounts (1)		4			4			—
Deductions (2)		(61	)		(38	)		(23	)
Balance at End of Period	$	78		$	71		$	43

(1)	Collection of accounts previously written off.
(2)	Non-collectible accounts written off.

53

SIGNATURES

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

	MICHIGAN CONSOLIDATED GAS COMPANY
	(Registrant)
Date: March 7, 2006	By:	/s/ PETER B. OLEKSIAK
		Peter B. Oleksiak Controller and Chief Accounting Officer

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

By	/s/ ANTHONY F. EARLEY, JR.	By	/s/ PETER B. OLEKSIAK
	Anthony F. Earley, Jr.		Peter B. Oleksiak
	Chairman of the Board and		Controller and Chief Accounting Officer
	Chief Executive Officer
By	/s/ SANDRA KAY ENNIS	By	/s/ DAVID E. MEADOR
	Sandra Kay Ennis		David E. Meador
	Director and Corporate Secretary		Director, Executive Vice President and
			Chief Financial Officer
By	/s/ BRUCE D. PETERSON
	Bruce D. Peterson
	Director
Date: March 7, 2006

54

Exhibit Index

Exhibit Number	Description
(i) Exhibits filed herewith.
10-19	Michcon Investment and Stock Ownership Plan, as amended and restated effective as of January 1, 2002.
12-6	Computation of Ratio of Earnings to Fixed Charges.
23-5	Consent of Deloitte & Touche LLP.
31-21	Chief Executive Officer Section 302 Form 10-K Certification of Periodic Report.
31-22	Chief Financial Officer Section 302 Form 10-K Certification of Periodic Report.
(iii) Exhibits furnished herewith.
32-21	Chief Executive Officer Section 906 Form 10-K Certification of Periodic Report.
32-22	Chief Financial Officer Section 906 Form 10-K Certification of Periodic Report.

EX-10.19

                                                                   Exhibit 10.19

                   MICHCON INVESTMENT AND STOCK OWNERSHIP PLAN
            (AS AMENDED AND RESTATED EFFECTIVE AS OF JANUARY 1, 2002)


                                                                               .
                                                                               .
                                                                               .

                   MICHCON INVESTMENT AND STOCK OWNERSHIP PLAN
            (AS AMENDED AND RESTATED EFFECTIVE AS OF JANUARY 1, 2002)

                                TABLE OF CONTENTS



                                                                            Page
                                                                            ----
                                                                         
ARTICLE I - THE PLAN.....................................................     7

   1.1.    Establishment and Amendment of the Plan.......................     7
   1.2.    Applicability of the Plan.....................................     7
   1.3.    Purpose and Type of Plan......................................     7

ARTICLE II - DEFINITIONS.................................................     8

   2.1.    Actual Deferral Percentage or ADP.............................     8
   2.2.    Affiliated Company............................................     8
   2.3.    Anniversary Date..............................................     8
   2.4.    Annual Addition...............................................     8
   2.5.    Average Actual Deferral Percentage............................     8
   2.6.    Break in Service Year.........................................     8
   2.7.    Code..........................................................     8
   2.8.    Company.......................................................     8
   2.9.    Compensation..................................................     9
   2.10.   Detroit Local Participants....................................     9
   2.11.   Disability Retirement Date....................................     9
   2.12.   Elective Deferrals............................................    10
   2.13.   Eligible Employee.............................................    10
   2.14.   Employee......................................................    10
   2.15.   Employee Post-1986 Voluntary Deduction Account................    10
   2.16.   Employee Pre-1987 Voluntary Deduction Account.................    10
   2.17.   Employee Salary Reduction Account.............................    10
   2.18.   Employer......................................................    10
   2.19.   Employer Salary Reduction Account.............................    10
   2.20.   Employer Stock................................................    10
   2.21.   Employer Voluntary Deduction Account..........................    11
   2.22.   ERISA.........................................................    11
   2.23.   ESOP..........................................................    11
   2.24.   ESOP Account..................................................    11
   2.25.   Excess Contributions..........................................    11
   2.26.   Excess Deferrals..............................................    11
   2.27.   Greater Michigan Local Participants...........................    11
   2.28.   Highly Compensated Employee...................................    11
   2.29.   Hour of Employment............................................    12
   2.30.   Investment Plan Account.......................................    12
   2.31.   Military Service..............................................    12
   2.32.   Nonhighly Compensated Employee................................    12



                                       2



                                                                         
   2.33.   Normal Retirement Date........................................    12
   2.34.   Participant...................................................    12
   2.35.   Plan..........................................................    12
   2.36.   Plan Account..................................................    12
   2.37.   Plan Year.....................................................    12
   2.38.   Regulations...................................................    12
   2.39.   Rollover Contributions Account................................    12
   2.40.   Salary Reduction..............................................    12
   2.41.   Salary Reduction Account......................................    12
   2.42.   Savings Plan..................................................    13
   2.43.   Trust.........................................................    13
   2.44.   Trust Agreement...............................................    13
   2.45.   Trustee.......................................................    13
   2.46.   Valuation Date................................................    13
   2.47.   Vesting Requirement...........................................    13
   2.48.   Voluntary Deduction...........................................    13
   2.49.   Voluntary Deduction Account...................................    13
   2.50.   Years of Service..............................................    13

ARTICLE III - PARTICIPATION AND SERVICE..................................    14

   3.1.    Eligibility Requirements......................................    14
   3.2.    Eligibility Upon Merger or Reemployment.......................    14
   3.3.    Collective Bargaining Agency..................................    15
   3.4.    Applications..................................................    15
   3.5.    Years of Service..............................................    15
   3.6.    Break in Service Year.........................................    16
   3.7.    Hours of Employment...........................................    16
   3.8.    Employment by Related Entities................................    17
   3.9.    Leased Employees..............................................    18

ARTICLE IV - CONTRIBUTIONS...............................................    19

   4.1.    Employee Contributions........................................    19
   4.2.    Employer Investment Plan Contributions........................    20
   4.3.    Employer ESOP Contributions...................................    21
   4.4.    Additional Employer Contributions.............................    22
   4.5.    Rollover Contributions........................................    22
   4.6.    Transfers from the Savings Plan...............................    24
   4.7.    Limitations on Salary Reduction Contributions.................    25
   4.8.    Distribution of Excess Deferrals..............................    26
   4.9.    Distribution or Recharacterization of Excess Contributions....    27
   4.10.   Statutory (Code Section 415) Limitations on
              Allocations to Accounts....................................    28




                                       3



                                                                         


ARTICLE V - VESTING IN ACCOUNTS..........................................    31
   5.1.    Employee Salary Reduction Accounts, Employee Post-1986
              Voluntary Deduction Account, and Employee Pre-1987
              Voluntary Deduction Account................................    31
   5.2.    Employer Salary Reduction Account, Employer Voluntary
              Deduction Account, and ESOP Account........................    31

ARTICLE VI - INVESTMENT PROVISIONS.......................................    32

   6.1.    Investment of Contributions...................................    32
   6.2.    Change of Investment Direction................................    32
   6.3.    Transfers Between Investment Funds............................    32

ARTICLE VII - INVESTMENT FUNDS...........................................    33

   7.1.    Investment Funds..............................................    33
   7.2.    Management of Investment Funds................................    33
   7.3.    Voting of Employer Stock......................................    33
   7.4.    Tender Offers.................................................    34
   7.5.    Named Fiduciary Status........................................    34
   7.6.    Expenses of Funds.............................................    34

ARTICLE VIII - ACCOUNTS AND RECORDS OF THE PLAN..........................    35

   8.1.    Company to Maintain Accounts..................................    35
   8.2.    Plan Accounting...............................................    35
   8.3.    Valuation of Funds............................................    35
   8.4.    Valuation of Investment Plan Account..........................    36
   8.5.    Valuation of ESOP Account.....................................    36
   8.6.    Valuation of Plan Account.....................................    36
   8.7.    Company to Furnish Annual Statements of Value of Plan.........    36
   8.8.    Trust Agreement...............................................    36

ARTICLE IX - DISTRIBUTIONS, WITHDRAWALS AND LOANS........................    37

   9.1.    Distribution Upon Termination of Employment Entitling
              Participant to Value of Plan Account.......................    37
   9.2.    Distribution Upon Termination of Employment Under
              Circumstances Resulting in Forfeiture of
              Employer Contributions.....................................    37
   9.3.    Certain Distributions from Participant Accounts...............    37
   9.4.    In-Service Withdrawals - General..............................    38
   9.5.    Withdrawal of Voluntary Deduction Contributions...............    38
   9.6.    Hardship Withdrawal of Salary Reduction Contributions.........    38
   9.7.    Time of Distributions.........................................    40
   9.8.    Distributions of Stock........................................    42
   9.9.    Loans.........................................................    42
   9.10.   Definition of Employee Contributions and
              Employer Contributions.....................................    44
   9.11.   Distributions Pursuant to a Qualified
              Domestic Relations Order...................................    44
   9.12.   Direct Rollovers of Eligible Distributions....................    45
   9.13.   Special Distribution Events...................................    46




                                       4



                                                                         
ARTICLE X - ADMINISTRATION...............................................    47

   10.1.   Plan Administration and Interpretation........................    47
   10.2.   Notice to Employees...........................................    47
   10.3.   Notices to Employers..........................................    48
   10.4.   Participants' Acceptance of the Provisions of the Plan........    48
   10.5.   Audit of Plan Records.........................................    48
   10.6.   Claims Procedure (Effective for Claims filed prior
              to January 1, 2002)........................................    48
   10.7.   Claims Procedure (Effective for Claims filed on
              or after January 1, 2002)..................................    49
   10.8.   Effect of a Mistake...........................................    52

ARTICLE XI - AMENDMENT AND TERMINATION...................................    53

   11.1.   Amendment.....................................................    53
   11.2.   Withdrawal....................................................    53
   11.3.   Termination...................................................    53
   11.4.   Allocation of Funds Between Employers.........................    53
   11.5.   Trust to be Applied Exclusively for Participants and
              Their Beneficiaries........................................    53

ARTICLE XII - PARTICIPATION BY AFFILIATED COMPANIES......................    55

   12.1.   Adoption of the Plan..........................................    55
   12.2.   Withdrawal from the Plan......................................    55
   12.3.   Company as Agent for Employers................................    55

ARTICLE XIII - SPECIAL PROVISIONS RELATING TO THE ESOP...................    56

   13.1.   Establishment of ESOP.........................................    56
   13.2.   ESOP Account..................................................    56
   13.3.   Loans.........................................................    56
   13.4.   Diversification...............................................    58
   13.5.   Put Option....................................................    58
   13.6.   Purchase of Employer Stock....................................    58

ARTICLE XIV - MISCELLANEOUS..............................................    60

   14.1.   Beneficiary Designation.......................................    60
   14.2.   Incompetency..................................................    60
   14.3.   Expenses......................................................    61
   14.4.   Nonassignability..............................................    61
   14.5.   Employment Noncontractual.....................................    61
   14.6.   Merger or Consolidation with Another Plan.....................    61
   14.7.   Continuance by a Successor....................................    61
   14.8.   USERRA Rights.................................................    62
   14.9.   Construction..................................................    62




                                       5



                                                                         

ARTICLE XV - REDESIGNATION OF ESOP AND DISTRIBUTION OF DIVIDENDS.........    63
   15.1.   Redesignation of ESOP Portion of Plan.........................    63
   15.2.   Allocation of Investment Plan Account Balances to ESOP
              Portion of Plan............................................    63
   15.3.   Distribution of Dividends on Employer Stock...................    63




                                       6



                                     MICHCON
                       INVESTMENT AND STOCK OWNERSHIP PLAN
            (AS AMENDED AND RESTATED EFFECTIVE AS OF JANUARY 1, 2002)

                              ARTICLE I - THE PLAN

     1.1. ESTABLISHMENT AND AMENDMENT OF THE PLAN. Michigan Consolidated Gas
Company, which is also known as MichCon (hereinafter referred to as the
"Company"), presently maintains an investment and stock ownership plan for the
benefit of its Eligible Employees and the Eligible Employees. The plan was last
restated effective as of January 1, 1998, and has been amended from time to
time.

     The Company previously established the MichCon Employee Stock Ownership
Plan for Union Employees ("ESOP") and incorporated the ESOP into the Michigan
Consolidated Gas Company Union Employee's Investment Plan to form the MichCon
Investment and Stock Ownership Plan effective as of April 1, 1989.

     The plan is hereby amended and restated as set forth herein effective as of
January 1, 2002, except as otherwise provided herein or required by law and
shall continue to be known as the "MichCon Investment and Stock Ownership Plan"
(the "Plan").

     1.2. APPLICABILITY OF THE PLAN. Except as otherwise specified herein or
required by law, the provisions of the Plan as amended and restated herein
effective as of January 1, 2002, shall be applicable only with respect to
Eligible Employees of an Employer in current employment on or after January 1,
2002, and their beneficiaries.

     Any person who was covered under the Plan as in effect prior to January 1,
2002, and whose employment terminated under the Plan prior to January 1, 2002,
shall continue to have his or her rights to receive benefits determined under
the provisions of the Plan in effect when his or her employment relationship so
terminated, subject to legally required changes prior to January 1, 2002, as
described herein.

     1.3. PURPOSE AND TYPE OF PLAN. The purpose of the Plan is to provide a
convenient way for Participants to save on a regular and long-term basis for
their retirement income needs; to recognize the contribution made to the
Employer's successful operation by its employees and to reward such contribution
for those employees who qualify as participants under the terms of the Plan; and
to facilitate ownership of Employer Stock by participating Eligible Employees.

     The non-ESOP portion of the Plan is intended to qualify as a profit-sharing
plan, and the ESOP portion of the Plan is intended to qualify as a stock bonus
and an employee stock ownership plan for purposes of Code sections 401(a), 402,
412, 417, 4975, and related provisions.


                                        7



                            ARTICLE II - DEFINITIONS

     Whenever used in the Plan, the following words and phrases shall have the
respective meanings stated below unless a different meaning is plainly required
by the context.

     2.1. "ACTUAL DEFERRAL PERCENTAGE" OR "ADP" means the ratio (expressed as a
percentage) of (a) the Elective Deferrals of an Employee who is eligible to
participate in the Plan for a Plan Year, to (b) the Compensation of that
Employee for such Plan Year.

     2.2. "AFFILIATED COMPANY" means

     (a) any corporation other than the Company, i.e., either a subsidiary
corporation or an affiliated or associated corporation of the Company, which
together with the Company is a member of a "controlled group" of corporations
(as defined in Code section 414(b));

     (b) any organization which together with the Company is under "common
control" (as defined in Code section 414(c));

     (c) any organization which together with the Company is an "affiliated
service group" (as defined in Code section 414(m)); or

     (d) any other entity required to be aggregated with the Company pursuant to
Regulations under Code section 414(o).

     2.3. "ANNIVERSARY DATE" means with respect to each Employee, the
anniversary each year of the Employee's first Hour of Employment. If an Employee
whose employment was terminated is reemployed, but prior to reemployment, the
Employee incurs a Break in Service Year, or following reemployment, incurs a
Break in Service Year before completing a Year of Service, the Employee's
Anniversary Date shall be based upon his or her first Hour of Employment
coincident with or next following the Employee's date of reemployment;
otherwise, his or her Anniversary Date shall not be changed.

     2.4. "ANNUAL ADDITION" means the amount allocated to a Participant's
account as such term is defined in section 4.10(a).

     2.5. "AVERAGE ACTUAL DEFERRAL PERCENTAGE" means the average (expressed as a
percentage) of the Actual Deferral Percentages of the Employees in a group who
are eligible to participate in the Plan for a Plan Year.

     2.6. "BREAK IN SERVICE YEAR" means a 12-month period described in section
3.6.

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

     2.8. "COMPANY" means Michigan Consolidated Gas Company.


                                        8



     2.9. "COMPENSATION" means a Participant's pay, determined as follows:

     (a) For all purposes of the Plan, except as otherwise specified in (b) or
(c) below or required by the context, Compensation means the regular basic
salary or wage paid (plus, effective July 1, 1998, shift differential) to an
Employee by the Employer before any payroll deduction for taxes or any other
purpose, and before any Salary Reduction contribution or cafeteria plan
election, but excluding merit, incentive and other similar payments made in the
form of a lump sum, bonuses, awards, shift differentials (prior to July 1,
1998), severance payments, differential payments made by reason of the
Employee's entry into Military Service, all amounts paid for work in excess of
40 hours in any one week, all overtime or other premium paid for work in excess
of a maximum number of hours in any one day, for work on holidays or for any
other reason, payments for so-called fringe benefits such as Employer
contributions to this Plan or any pension or retirement plan, increased wages or
salary resulting from temporary promotion, upgrading or transfer, of whatever
duration, to a higher paid job or classification, and any other premium,
auxiliary, or special pay of any sort whatsoever.

     (b) For purposes of satisfying the limits on contributions described in
section 4.7 (ADP test) and applying the limits of section 415 of the Code as
described in section 4.10, Compensation shall mean "compensation" as defined in
Code section 415(c)(3) including, effective January 1, 2001, amounts excluded
from income under Code section 132(f).

     (c) For purposes of determining whether an individual is a Highly
Compensated Employee, Compensation means an Employee's Compensation as defined
in subsection (b) above.

     (d) In accordance with Code section 401(a)(17), the Compensation of each
Employee that may be taken into account under the Plan shall not exceed the
first $150,000 of an Employee's Compensation (as adjusted pursuant to Code
section 401(a)(17)). The annual Compensation of each Participant taken into
account in determining allocations for any Plan Year beginning after December
31, 2001, shall not exceed $200,000, as adjusted for cost-of-living increases in
accordance with section 401(a)(17)(B) of the Code. Annual Compensation means
Compensation during the Plan Year or such other consecutive 12-month period over
which Compensation is otherwise determined under the Plan (the determination
period). The cost-of-living adjustment in effect for a calendar year applies to
annual Compensation for the determination period that begins with or within such
calendar year.

     The family aggregation rules of Code sections 401(a)(17) and 414(q)(6)
shall not apply to any Plan Year beginning on or after January 1, 1997.

     2.10. "DETROIT LOCAL PARTICIPANTS" means Participants represented by (i)
Local #80 (including, effective February 1, 2001, customer service Employees,
who during 2000 elected to have retirement benefits negotiated pursuant to
collective bargaining), and Local #80 (P. T. & S.), Service Employees
International Union; and Local #799C (P.T.& S.), International Chemical Workers
Union Council, United Food and Commercial Workers, and effective January 1,
2002, credit and collection Employees who during 2001 elected to have retirement
benefits negotiated pursuant to collective bargaining.

     2.11. "DISABILITY RETIREMENT DATE" means the date a Participant (i) becomes
eligible to receive benefits under a long-term disability plan maintained by the
Employer, or (ii) is


                                        9



determined by the Company to be totally and permanently disabled. In determining
whether a Participant is totally and permanently disabled, the Company may, in
its discretion, rely on the opinion of a physician selected by the Company to
assist it in making such a determination.

     2.12. "ELECTIVE DEFERRALS" means Salary Reduction contributions under
section 4.1(a) and contributions under other plans maintained by the Company or
an Affiliated Company that constitute elective deferrals within the meaning of
Code section 402(g)(3).

     2.13. "ELIGIBLE EMPLOYEE" means an Employee of an Employer whose terms and
conditions of employment are covered by an agreement with a collective
bargaining agent which agreement permits participation in this Plan.

     Due to the merger of MCN Energy Group Inc. (the Company's parent on May 31,
2001) into the DTE Energy Company controlled group effective as of June 1, 2001,
Employees of the Company on May 31, 2001, who are covered by the Plan on May 31,
2001 and whose employment is transferred to a member of the DTE Energy Company
controlled group on or after June 1, 2001 without any termination of employment,
shall continue to be covered by the Plan until the Plan is amended to provide
otherwise.

     2.14. "EMPLOYEE" means an individual who is an employee of the Company
(including, for certain purposes described in section 3.9, a "leased employee"
as described in section 3.9), but shall not include an individual who enters
into a formal or informal independent contractor agreement with the Company or
is otherwise treated as an independent contractor under the payroll practices of
the Company regardless of whether a third party determines that such individual
is an employee for purposes of employment taxes or any other purpose.

     2.15. "EMPLOYEE POST-1986 VOLUNTARY DEDUCTION ACCOUNT" means an Employee's
Voluntary Deduction contributions after December 31, 1986, and investment gains
and losses therefrom.

     2.16. "EMPLOYEE PRE-1987 VOLUNTARY DEDUCTION ACCOUNT" means an Employee's
Voluntary Deduction contributions before January 1, 1987, and investment gains
and losses therefrom.

     2.17. "EMPLOYEE SALARY REDUCTION ACCOUNT" means an Employee's Salary
Reduction contributions, and investment gains and losses therefrom.

     2.18. "EMPLOYER" means the Company and any successor corporation which
shall adopt the Plan pursuant to section 14.7. If any such corporation shall
withdraw from participation in the Plan in accordance with section 12.2, the
term Employer shall not thereafter include such corporation.

     2.19. "EMPLOYER SALARY REDUCTION ACCOUNT" means the Employer contributions
to the Salary Reduction Account of an Employee pursuant to section 4.2, and
investment gains and losses therefrom.

     2.20. "EMPLOYER STOCK" prior to June 1, 2001, means the common stock of MCN
Energy Group Inc. and effective as of June 1, 2001 (or as soon thereafter as the
MCN Energy


                                       10



Group Inc. common stock practicably may be exchanged for and/or liquidated and
replaced with DTE Energy Company Stock), DTE Energy Company Common Stock and any
references to the "Employer Stock Fund" shall refer to the investment fund
described in section 7.1(a).

     2.21. "EMPLOYER VOLUNTARY DEDUCTION ACCOUNT" means the Employer
contributions to the Voluntary Deduction Account of an Employee pursuant to
section 4.2, and investment gains and losses therefrom.

     2.22. "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

     2.23. "ESOP" means the employee stock ownership plan established pursuant
to section 13.1, as modified by Article XV.

     2.24. "ESOP ACCOUNT" means the account established and maintained on behalf
of each Participant in accordance with sections 8.1 and 13.2.

     2.25. "EXCESS CONTRIBUTIONS" means the amount described in section 4.9(a).

     2.26. "EXCESS DEFERRALS" means the portion of Elective Deferrals for a
calendar year, if any, described in section 4.8.

     2.27. "GREATER MICHIGAN LOCAL PARTICIPANTS" means Participants who are
represented by (i) Local #799C Northern, International Chemical Workers Union
Council, United Food and Commercial Workers (ii) Local #70C, International
Chemical Workers Union Council, United Food and Commercial Workers and (iii)
Local #132C, International Chemical Workers Union Council, United Food and
Commercial Workers.

     2.28. "HIGHLY COMPENSATED EMPLOYEE" with respect to any Plan Year beginning
on or after January 1, 1997, shall include highly compensated active employees
and highly compensated former employees. A highly compensated active employee
includes any Employee who performs service for an Employer during the
determination year and who, during the look-back year (i) received Compensation
from the Employer in excess of $80,000 (as adjusted pursuant to Code section
415(d)), or (ii) was a 5-percent owner at any time during the determination year
or the look-back year. For this purpose, the determination year shall be the
Plan Year. The look-back year shall be the twelve-month period immediately
preceding the determination year. Notwithstanding the foregoing, to the extent
permitted by IRS Notice 97-45, the Plan Administrator may elect to treat an
individual as a Highly Compensated Employee under clause (ii) only if the
Employee is also among the top-paid 20 percent of all Employees for such prior
Plan year when ranked in order of Compensation. As of the Effective Date, the
Plan Administrator has not made this election and shall do so only in accordance
with IRS Notice 97-45.

     A highly compensated former employee includes any Employee who separated
from service (or was deemed to have separated) prior to the determination year,
performed no service for the Employer during the determination year, and was a
highly compensated active employee for either the separation year or any
determination year ending on or after the employee's 55th birthday.


                                       11



     The determination of who is a Highly Compensated Employee will be made in
accordance with section 414(q) of the Code and the regulations thereunder.

     2.29. "HOUR OF EMPLOYMENT" means an hour for which an individual receives
credit pursuant to section 3.7.

     2.30. "INVESTMENT PLAN ACCOUNT" means the total value of an Employee's
Salary Reduction Account, Voluntary Reduction Account or Rollover Contribution
Account.

     2.31. "MILITARY SERVICE" means service (a) on active duty, in time of
national or local emergency, in the armed forces of the United States or of any
State thereof, (b) in the armed forces of the United States or of any State
thereof under any compulsory service law, or (c) in the armed forces of the
United States or any of its allies in time of war in which the United States is
engaged.

     2.32. "NONHIGHLY COMPENSATED EMPLOYEE" means an Employee of the Employer
who is not a Highly Compensated Employee.

     2.33. "NORMAL RETIREMENT DATE" means the Participant's sixty-fifth (65th)
birthday, if such birthday falls on the first day of the month; otherwise, the
first day of the month next following the month in which such birthday occurs.

     2.34. "PARTICIPANT" means an Employee who is participating in the Plan in
accordance with its provisions.

     2.35. "PLAN" means MichCon Investment and Stock Ownership Plan and any
amendments thereto or restatements thereof from time to time adopted.

     2.36. "PLAN ACCOUNT" means the total value of an Employee's Investment Plan
Account and ESOP Account.

     2.37. "PLAN YEAR" means the calendar year.

     2.38. "REGULATIONS" means regulations issued by the Department of Labor
construing Title I of ERISA or by the Internal Revenue Service construing the
Code.

     2.39. "ROLLOVER CONTRIBUTIONS ACCOUNT" means an Employee's rollover
contributions, including a separate sub-account for after-tax contributions if
applicable.

     2.40. "SALARY REDUCTION" means an election by a Participant to have the
Compensation that would otherwise be payable reduced and contributed by the
Employer to the Plan as a regular contribution on behalf of the Participant.

     2.41. "SALARY REDUCTION ACCOUNT" means an Employee's Salary Reduction
contributions, related Employer matching contributions, and investment gains and
losses therefrom.


                                       12



     2.42. "SAVINGS PLAN" means the DTE Energy Company Savings & Stock Ownership
Plan, the Detroit Edison Savings & Stock Ownership Plan for Employees
Represented by Local 223 of the Utility Workers of America, and the Detroit
Edison Savings & Stock Ownership Plan for Employees Represented by Local 17 of
the International Brotherhood of America.

     2.43. "TRUST" means the Trust created by agreement between the Employers
and the Trustee, as from time to time amended.

     2.44. "TRUST AGREEMENT" means the agreement between the Employers and the
Trustee referred to in section 8.8.

     2.45. "TRUSTEE" means the trustee under the Trust Agreement or any
successor trustee.

     2.46. "VALUATION DATE" means each business day on which the New York Stock
Exchange shall be open for business.

     2.47. "VESTING REQUIREMENT" means the requirement for vesting described in
section 5.2.

     2.48. "VOLUNTARY DEDUCTION" means an Employee's payroll deduction
contributions other than Salary Reduction contributions.

     2.49. "VOLUNTARY DEDUCTION ACCOUNT" means an Employee's Voluntary Deduction
contributions, related Employer matching contributions, rollover contributions
of after-tax contributions, and investment gains and losses therefrom.

     2.50. "YEARS OF SERVICE" means year(s) of employment of an Employee by an
Employer or nonparticipating Affiliated Company as such term is defined in
section 3.5.


                                       13



                    ARTICLE III - PARTICIPATION AND SERVICE

     3.1. ELIGIBILITY REQUIREMENTS.

     (a) Each individual who was eligible to participate in the Plan on December
3l, 2001 in accordance with the terms of the Plan in effect on said date shall
continue to be eligible to participate, subject to the provisions of this Plan.
Each other Employee shall become eligible to participate on the latest to occur
of-

          (i) the date on which the Employee is employed as an Eligible
     Employee; or

          (ii) the date on which the Employee completes at least three months of
     eligibility service (as defined in section 3.1 (b));

          provided that the Employee is employed as an Eligible Employee on such
          date. Notwithstanding the foregoing, effective January 1, 2001, for
          Detroit Local Participants and July 1, 2001 for Greater Michigan Local
          Participants, the eligibility requirements for Detroit and Greater
          Michigan Local Participants shall no longer include any age
          requirement.

     (b) For purposes of this Article III, three months of eligibility service
shall mean the 3-month period beginning on the date of an Employee's first Hour
of Employment.

     3.2. ELIGIBILITY UPON MERGER OR REEMPLOYMENT.

     (a) Merger. Any Employee who is a Participant in any plan which is merged
into this Plan shall become a Participant in this Plan immediately upon the
effective date of the merger. Such an Employee shall be eligible to actively
participate in this Plan in accordance with section 3.4.

     (b) Reemployment. In the event an Employee's employment is terminated and
such individual is later reemployed as an Eligible Employee:

          (i) If the reemployed Eligible Employee had not met the age and
     service requirements for participation in the Plan during his or her prior
     period of employment but was reemployed before incurring a Break in Service
     Year, the Eligible Employee's prior period of employment shall be included
     for purposes of determining eligibility for participation in the Plan.

          (ii) If the reemployed Eligible Employee had not met the age and
     service requirements for participation in the Plan during the Eligible
     Employee's prior period of employment and incurred a Break in Service Year,
     he or she must meet the participation requirements of section 3.1 as if he
     or she were a new Employee.

          (iii) If the reemployed Eligible Employee met the age and service
     requirements for participation in the Plan during a prior period of
     employment, incurred a Break in Service Year, and, pursuant to the Break in
     Service Year rules, the Eligible Employee's


                                       14



     years of eligibility service are disregarded, the Eligible Employee must
     meet the participation requirements of section 3.1 as if a new Employee.

          (iv) If the reemployed Eligible Employee met the age and service
     requirements for participation in the Plan during a prior period of
     employment and incurred a Break in Service Year, but pursuant to the Break
     in Service Year rules, prior years of eligibility service are not
     disregarded, the Eligible Employee shall again participate in the Plan on
     the date of his or her reemployment;

          (v) If the reemployed Eligible Employee met the age and service
     requirements for participation in the Plan during a prior period of
     employment and did not incur a Break in Service Year, the Eligible Employee
     shall again participate as of the date of reemployment or, if later, the
     date upon which he or she would have begun participation if not for the
     termination and reemployment.

     3.3. COLLECTIVE BARGAINING AGENCY. If any Employee shall become a
Participant in the Plan and shall thereafter cease to be represented by a
collective bargaining agency pursuant to a collective bargaining agreement
between the Employer and a collective bargaining agency covered under this Plan,
he or she shall nevertheless continue to be eligible to actively participate in
the Plan until such time as the terms and conditions of his or her employment
are no longer governed by such a collective bargaining agreement. If such an
Employee becomes eligible to participate in the Savings Plan or any successor
plan, the Employee's entire Plan Account shall be transferred to such plan and
the Employee shall no longer be eligible to participate in this Plan. The
Participant's Plan Account shall be fully vested upon such transfer.

     3.4. APPLICATIONS. An Employee who is eligible to participate on the date
the Plan becomes effective with respect to his or her Employer may become a
Participant by filing an application with such Employer in the form prescribed
by the Company. Thereafter, an Eligible Employee may become a Participant by
filing an application with his or her Employer in the form prescribed by the
Company. Participation in the Plan will commence within a reasonable time
following processing of a Participant's application.

     The Employee's application shall authorize the Employer to deduct
contributions from the Employee's Compensation in amounts specified by the
Employee pursuant to Article IV, and to have contributions made as a Salary
Reduction pursuant to Article IV. In making such application, an Employee
accepts and agrees to all of the provisions of the Plan.

     3.5. YEARS OF SERVICE. An Employee shall be credited for Years of Service
for the Employee's period of employment with the Employer and each
nonparticipating Affiliated Company, determined as follows:

     (a) An Employee shall receive credit, for purposes of vesting, for all
Years of Service. An Employee shall have one "Year of Service" for each 12-month
period beginning on the date of the Employee's first Hour of Employment and on
each subsequent Anniversary Date, during which the Employee completes 1,000 or
more Hours of Employment.

     (b) Years of Service shall not be interrupted (i) by any transfer of
employment of an Employee between Affiliated Companies regardless of whether the
Affiliated Company is an


                                       15



Employer hereunder; or (ii) during such period as an Employee is receiving
credit for Hours of Employment under section 3.7.

     (c) If an Employee is reemployed following a Break in Service Year, the
Employee shall be considered a new Employee for purposes of the Plan, except-

          (i) If prior to such Break in Service Year, the Employee had a vested
     interest in his or her ESOP Account, Employer Salary Reduction Account, or
     Employer Voluntary Deduction Account, Years of Service that the Employee
     earned prior to the Break in Service Year shall be reinstated after such
     Employee completes a Year of Service after the Break in Service Year.

          (ii) If paragraph (i) is not applicable, and if the Employee's number
     of consecutive Break in Service Years does not equal or exceed the greater
     of five or the number of Years of Service that the Employee earned before
     incurring a Break in Service Year, the Years of Service that the Employee
     earned prior to such Break in Service Years shall be reinstated after such
     Employee completes a Year of Service following the Break in Service Years.

     (d) Notwithstanding the foregoing provisions, an Employee's Years of
Service shall exclude any Years of Service completed before an Employee attains
age 18.

     3.6. BREAK IN SERVICE YEAR. "Break in Service Year" shall mean a 12-month
period beginning on an Employee's Anniversary Date during which the Employee has
not completed more than 500 Hours of Employment (as defined in section 3.7).
Notwithstanding the foregoing, if a Participant retires on his or her Disability
Retirement Date, thereafter ceases to be totally and permanently disabled, and
returns to the employ of an Employer, the period between the Participant's
Disability Retirement Date and the date as of which he or she ceases to be
totally and permanently disabled shall not be deemed to constitute a Break in
Service Year.

     If an Employee incurs a Break in Service Year and prior to such Break in
Service Year has not completed five Years of Service, the Years of Service
completed prior to such a Break in Service Year shall be disregarded unless he
or she completes a Year of Service after such Break in Service Year and before
the total of such Break in Service Year and any ensuing consecutive Break in
Service Years equals the greater of five or the number of the Employee's Years
of Service (as defined in section 3.5 but without excluding Years of Service
completed prior to attaining age 18) prior to such Break in Service Year.

     3.7. HOURS OF EMPLOYMENT. "Hours of Employment" shall mean, for any
individual performing or who has performed services for one or more Employers or
nonparticipating Affiliated Companies, the sum of the following:

     (a) All hours for which the individual is directly or indirectly paid or
entitled to payment by an Employer or nonparticipating Affiliated Company for
the performance of duties. These hours shall be credited to the individual for
the computation period or periods in which the duties are performed.


                                       16



     (b) Except as provided in section 3.7(e) below, all hours for which the
individual is directly or indirectly paid or entitled to payment by an Employer
or nonparticipating Affiliated Company for reasons (such as vacation, holiday,
sickness, incapacity, layoff, jury duty, leave of absence, Military Service that
is not qualified Military Service under Code section 414(u), or disability)
other than for the performance of duties. These hours shall be credited to the
individual for the computation period or periods in which the period during
which no duties are performed occurs, beginning with the first unit of time to
which the payment relates.

     (c) All hours for which back pay, irrespective of mitigation of damages,
has been awarded, agreed to, or paid by an Employer or nonparticipating
Affiliated Company, with no duplication of credit for hours. These hours shall
be credited to the individual for the computation period or periods to which the
award or agreement pertains rather than the computation period in which the
award, agreement, or payment is made.

     (d) Except as provided in section 3.7(e) below, eight Hours of Employment
per day for each working day that an individual is absent from work without pay
for an approved leave of absence, voluntary time, sick time, disciplinary
layoff, or military service if the individual returns to the employ of an
Employer or nonparticipating Affiliated Company within 90 days after the end of
such period or the statuory requirements for military leave. These hours shall
be credited to the individual for the computation period or periods in which the
period during which no duties are performed occurs, beginning with the first
such period.

     (e) Eight Hours of Employment per day for each working day that an
individual is absent from work with or without pay because of pregnancy of the
individual, birth of a child to the individual, placement of a child with the
individual in connection with the adoption of such child by such individual, or
caring for such child for a period beginning immediately following such birth or
placement. The Company may, in its discretion, request such information from the
individual as the Company shall deem relevant in order to verify that an absence
is for the reasons described in this subsection (e). Hours credited under this
subsection (e) shall be credited to the individual only in the year in which the
absence begins if the crediting is necessary to prevent a Break in Service Year
for such year; or, in any other case, in the immediately following year;
provided, however, that if more than 501 hours are credited under this
subsection (e) on account of any such pregnancy or placement, the excess over
501 hours shall be credited to the period or periods to which it relates.

     Hours of Employment credited under this section 3.7 shall comply with the
rules set forth in 29 C.F.R. section 2530.200b-2(b) and (c), which rules are
hereby incorporated by reference.

     Notwithstanding anything herein to the contrary, Hours of Employment shall
be credited hereunder at all times in compliance with the requirements of the
Family and Medical Leave Act.

     3.8. EMPLOYMENT BY RELATED ENTITIES. If an Employee's employer is a
nonparticipating Affiliated Company, any period in which the Employee is
employed by the nonparticipating Affiliated Company (while an Affiliated
Company) shall be taken into account for purposes of satisfying the eligibility
service requirement set forth in section 3.1 and measuring such Employee's Years
of Service to the same extent it would have been had such period of employment
been employment by an Employer.


                                       17



     3.9. LEASED EMPLOYEES. A person who is not an Employee of an Employer or
nonparticipating Affiliated Company and who performs services for an Employer or
a nonparticipating Affiliated Company pursuant to an agreement between the
Employer or nonparticipating Affiliated Company and a leasing organization shall
be considered a "leased employee" if such person performed the services on a
substantially full-time basis for a year and effective January 1, 1997, the
services are under the primary direction and control of the recipient. A person
who is considered a "leased employee" of an Employer or nonparticipating
Affiliated Company shall not be considered an Employee for purposes of
participating in this Plan or receiving any contribution or benefit under this
Plan. A leased employee shall be excluded from this Plan regardless of whether
the leased employee participates in any plan maintained by the leasing
organization. However, if a leased employee participates in the Plan as a result
of subsequent employment with an Employer, the Employee's previous service as a
leased employee shall be counted in calculating the Employee's Years of Service.
Notwithstanding the preceding provisions of this section 3.9, a leased employee
will be included as an Employee for purposes of applying the requirements
described in Code section 414(n)(3) and for purposes of determining the number
and identity of Highly Compensated Employees.


                                       18



                           ARTICLE IV - CONTRIBUTIONS

     4.1. EMPLOYEE CONTRIBUTIONS.

     (a) Amount of Contributions. Each Participant may make a regular
contribution to the Plan (not less than 1 percent) up to a percentage of the
Participant's Compensation for a pay period in incremental percentages of 1
percent, determined as follows:



Group                                              Percentage
- -----                                              ----------
                                                
Detroit Locals (Effective January 1, 2001)             17%
Greater Michigan Locals (Effective July 1, 2001)       17%


     Contributions will be effected by Voluntary Deductions, Salary Reductions,
or any combination thereof, as elected by the Participant. The amount of such
Voluntary Deductions or Salary Reductions shall be transferred to the Trustee
after each pay period; provided, however, that Voluntary Deductions and Salary
Reductions shall be limited as provided in sections 4.7 and 4.10.

     Notwithstanding the foregoing, the Company may, in its sole discretion, (1)
reduce the Salary Reduction contributions permitted by a group of Participants
if, in the opinion of the Company, it is advisable to do so in order to satisfy
the requirements of section 4.7 or 4.10; or (2) reduce the Voluntary Deduction
contributions permitted by a group of Participants if, in the opinion of the
Company, it is advisable to do so in order to satisfy the requirements of
section 4.10.

     (b) Changes in Contributions. The contribution of Voluntary Deductions
and/or Salary Reductions designated by a Participant shall continue in effect,
notwithstanding any change in his or her Compensation rate, until the
Participant shall change such contribution; provided, however, that such
contribution shall in no event be less than 1 percent, nor more than the limits
of section 4.1(a), in incremental percentages of 1 percent of the Participant's
Compensation for a pay period. A Participant may change his or her contribution
from time to time by giving directions to the Employer in the form prescribed by
the Company, with such directions to take effect within a reasonable period
following processing.

     (c) Voluntary Suspension of Contributions. Any Participant may, by giving
notice to his or her Employer in the form and timing prescribed by the Company,
suspend the contribution of Voluntary Deductions and/or Salary Reductions,
either indefinitely or for any specified period. In case of any such suspension
of any contributions, the Employer's contributions on behalf of the Participant
shall be automatically suspended for a like period.

     (d) Automatic Suspension of Contributions. A Participant's contributions of
Voluntary Deductions and Salary Reductions and the Employer's contributions on
behalf of the Participant shall be suspended automatically for any period during
which the Participant is absent without pay under any of the circumstances
described in section 3.7(c), (d), or (e), and such an absence shall not
constitute termination of service for purposes of any of the provisions of
Article IX. A Participant may, by giving notice to his or her Employer in the
form and timing


                                       19



prescribed by the Company, suspend the contribution of Voluntary Deductions
and/or Salary Reductions for any period during which the Participant is absent
from work under any of the circumstances described in section 3.7(b) or (c) and
receiving Compensation at a reduced Compensation rate, in which case the
Employer contributions on behalf of such Participant shall be automatically
suspended for a like period.

     (e) All Employees who are eligible to make elective deferrals under this
Plan and who have attained age 50 before the close of the Plan Year shall be
eligible to make catch-up contributions in accordance with, and subject to the
limitations of, section 414(v) of the Code. Such catch-up contributions shall
not be taken into account for purposes of the provisions of the Plan
implementing the required limitations of sections 402(g) and 415 of the Code.
The Plan shall not be treated as failing to satisfy the provisions of the Plan
implementing the requirements of section 401(k)(3), 401(k)(11), 401(k)(12),
410(b), or 416 of the Code, as applicable, by reason of the making of such
catch-up contributions.

     4.2. EMPLOYER INVESTMENT PLAN CONTRIBUTIONS. Each Employer shall
contribute, to the Salary Reduction Account or Voluntary Deduction Account (as
described in this Section 4.2 below) of each of its participating Employees, an
amount equal to 40 percent of the Salary Reduction or Voluntary Deduction
contribution of such Participant; provided, however, that Salary Reduction
contributions shall be disregarded to the extent that they exceed an amount
determined by multiplying the applicable contribution percentage shown in the
following schedules by the Participant's Compensation for a pay period:

     (a) On and after January 1, 1999, for all Participants except Participants
described in subsection (d) below:



                         Contribution
Years of Service          Percentage
- ----------------         ------------
                      
1 through 3                   2%
More than 3 through 6         3%
More than 6 through 9         4%
More than 9 through 23        5%
More than 23                  6%


     (b) Participants who became Eligible Employees on or after April 1, 1997
who are service consumption technicians represented by Local 80:



                         Contribution
Years of Service          Percentage
- ----------------         ------------
                      
0 through 3                   0%
More than 3 through 9         3%
More than 6 through 9         4%
More than 9 through 23        5%
More than 23                  6%



                                       20



     (c) Notwithstanding the foregoing, effective February 1, 2001, a customer
service Employee of Local #80, who during 2000 elected to have his or her
retirement benefits negotiated pursuant to collective bargaining, and effective
January 1, 2002 a Credit and Collection Employee of Local 80, shall receive an
Employer match on the Employee's salary reductions in accordance with the
Employer Match Schedule under the Savings Plan as in effect on January 31, 2001
or December 31, 2001, respectively.

     (d) Notwithstanding the foregoing, effective March 1, 2001, the Employer
match under section 4.2 for Detroit Local Participants (except for customer
service and Credit and Collection Employees represented by Local #80) and
effective September 1, 2001 for Greater Michigan Local Participants is increased
as follows:

                                             
One through 3 Years of Service:                 3%
(Note:  service consumption technicians as
defined in section 4.2(b) shall continue
to have 0% Employer match for 1 through
3 Years of Service)

More than 3 Years through 9 Years of Service:   4%



     In addition, in cases where the Participant's Salary Reduction contribution
is less than the percentage of his or her Compensation rate allowed in the above
schedule for the Participant's Years of Service, the Employer shall contribute
to the Voluntary Deduction Account of such participating Employee an amount
equal to 40 percent of the smaller of (1) the Participant's Voluntary Deduction
contribution, or (2) an amount equal to (A) the applicable contribution
percentage, per the above schedule, times the Participant's Compensation for a
pay period, minus (B) the Participant's Salary Reduction contribution. The
maximum Employer matching contributions on behalf of any Participant shall not
be increased until such Participant has provided notice to the Company in the
manner and timing prescribed by the Company.

     4.3. EMPLOYER ESOP CONTRIBUTIONS.

     (a) Basic ESOP Contribution. Each Employer shall contribute to the ESOP
Account of each of its participating Employees each pay period an amount equal
to the difference, if any, between (i) and (ii) below:

          (i) Sixty percent (60%) of the sum of the Salary Reduction and
     Voluntary Deduction contributions of such Detroit Local Participant for
     such pay period on and after January 1, 2001 or on or after July 1, 2001
     for the Greater Michigan Local (to be contributed to the restricted ESOP
     portion of the Plan); provided, however, that Salary Reduction and
     Voluntary Deduction contributions shall be disregarded to the extent that
     they exceed, in the aggregate, an amount determined by multiplying the
     applicable contribution percentage in the schedules set forth in section
     4.2 by such Participant's Compensation for the pay period.

          (ii) The value of the shares of Employer Stock allocated to the ESOP
     Account of such Participant pursuant to section 13.4(d) for such pay
     period. The value of shares allocated under section 13.4(d) shall be the
     market value thereof as of the last day of the


                                       21



     pay period for which the shares are allocated, with the market value to be
     determined by the Company in a nondiscriminatory manner.

     (b) Dividend-Related Contributions. Each Employer also shall contribute to
the ESOP Account of each of its participating Employees such amounts as may be
necessary to acquire for the ESOP Account of such Participant shares of Employer
Stock having a fair market value equal to the amount of any dividends on shares
of Employer Stock allocated to the ESOP Account of such Participant that were
used to repay an ESOP loan in accordance with section 13.4(c). Such
contributions shall be made on, or as soon as practicable after, each date on
which dividends on allocated shares of Employer Stock are used to repay a loan.
In no event shall the shares of Employer Stock acquired with contributions under
this subsection (c) be allocated to the ESOP Account of such Participant later
than the last day of the Plan Year during which (but for the use of the dividend
to repay the loan) the dividend giving rise to such contribution would have been
allocated to the ESOP Account of such Participant.

     (c) Longevity Contributions. Within a reasonable time after each March 1 of
each Plan Year (the "Measurement Date"), each Employer shall contribute to the
ESOP Account of each of its participating Non-highly Compensated Eligible
Employees on active payroll as of the Measurement Date who has at least 30 Years
of Service as of such Measurement Date six hundred dollars ($600) in shares of
Employer Stock, as determined by the Company in a nondiscriminatory manner.

     4.4. ADDITIONAL EMPLOYER CONTRIBUTIONS. If a Participant receiving payments
(based upon 40 or more hours per week) under the terms of any Workers'
Compensation law does not have sufficient compensation to make Salary Reduction
or Voluntary Deduction contributions in an amount equal to the amount of the
Participant's contributions as in effect during the Participant's last period of
active service, then the Participant's Employer shall contribute on behalf of
the Participant such additional amount as would have been contributed by the
Employer under sections 4.2 and 4.3 on behalf of such Participant had the
Participant's contributions been continued at the rate in effect during the
Participant's last period of active service. Additional contributions under this
section 4.4 shall be treated for accounting purposes as if made under section
4.2 or 4.3, as applicable, except such contributions shall not be considered
when computing the Contribution Percentage. Contributions under this section 4.4
shall be deemed contributions made under Code section 415(c)(3)(C), and for
purposes of calculations under section 415, "compensation" shall include the
compensation the Participant would have received if the Participant were paid at
the rate of compensation paid immediately before becoming disabled.

     4.5. ROLLOVER CONTRIBUTIONS.

     (a) From Qualified Plan. If an Employee receives, either before or after
becoming an Eligible Employee an eligible rollover distribution (within the
meaning of Code section 402(c)(4)) from an employees' trust described in Code
section 401(a) which is exempt from tax under Code section 501(a) or from a
qualified annuity plan described in Code section 403(a) (other than an
employees' trust or an annuity plan under which the Employee was an Employee
within the meaning of Code section 401(c)(1) at the time contributions were made
on the Employee's behalf under such trust or annuity plan), then such Employee
may transfer and


                                       22



deliver to the Company, to be credited to the Employee's Employee Salary
Reduction Account as if it were a Salary Reduction contribution, an amount which
does not exceed the amount of such qualified total distribution or eligible
rollover distribution (including any proceeds from the sale of any property
received as a part of such qualified total distribution or eligible rollover
distribution) less, in the case of a qualified total distribution made prior to
January 1, 2002, the amount considered contributed to such trust or annuity plan
by the Employee. Former Employees who are Participants and who receive an
eligible rollover distribution from another plan sponsored by an Employer may
make rollover contributions in accordance with this section.

     (b) From Individual Retirement Account or Annuity. If-

          (i) an Employee receives, either before or after becoming an Eligible
     Employee, a distribution or distributions from an individual retirement
     account or individual retirement annuity (within the meaning of Code
     section 408) or from a retirement bond (within the meaning of Code section
     409); and

          (ii) no amount in such account, no part of the value of such annuity,
     or no part of the value of the proceeds of such bond is attributable to any
     source other than an eligible rollover distribution (within the meaning of
     Code section 402(c)(4)) from an employees' trust described in Code section
     401(a) which is exempt from tax under Code section 501(a) or annuity plan
     described in Code section 403(a) (other than an employees' trust or an
     annuity plan under which the Employee was an Employee within the meaning of
     Code section 401(c) at the time contributions were made on his or her
     behalf under such trust or annuity plan) and any earnings on such a
     qualified total distribution or eligible rollover distribution; then such
     Employee may transfer and deliver to the Company, to be credited to his or
     her Salary Reduction Account as if it were a Salary Reduction contribution,
     such distribution or distributions.

     (c) Notwithstanding anything in (a) or (b) above to the contrary, the Plan
will accept direct rollovers of distributions made after December 31, 2001 from
an annuity contract described in section 403(b) of the Code, excluding after-tax
employee contributions, an eligible plan under section 457(b) of the Code which
is maintained by a state, political subdivision of a state, or any agency or
instrumentality of a state or political subdivision of a state, and the Plan
will accept a Participant contribution of an eligible rollover distribution from
a qualified plan described in section 401(a) or 403(a) of the Code, an annuity
contract described in section 403(b) of the Code, an eligible plan under section
457(b) of the Code which is maintained by a state, political subdivision of a
state, or any agency or instrumentality of a state or political subdivision of a
state, and the Plan will accept a Participant rollover contribution of the
portion of a distribution from an individual retirement account or annuity
described in section 408(a) or 408(b) of the Code that is eligible to be rolled
over and would otherwise be includible in gross income.

     After-tax contributions shall be deposited in a separately maintained
Employee Voluntary Deduction Account established for the benefit of the
Employee.

     (d) Timing and Substantiation. Any transfer and delivery pursuant to this
section 4.5 shall be delivered by the Employee to the Company and by the Company
to the Trustee on or


                                       23



before the sixtieth day after the day on which the Employee receives the
distribution or on or before such later date as may be prescribed by law. Any
such transfer and delivery must be accompanied by (i) a statement of the
Employee that to the best of his or her knowledge the amount so transferred
meets the conditions specified in this section 4.5, and (ii) a copy of such
documents as may have been received by the Employee advising him of the amount
and the character of such distribution. Notwithstanding the foregoing, the
Company shall not accept a rollover contribution if, in its judgment, such
acceptance would cause the Plan to violate any provision of the Code or
Regulations.

     (e) Deemed Contribution for Certain Purposes. A rollover contribution
pursuant to this section 4.5 shall be deemed to be a contribution of a
Participant for purposes of the value of a Participant's fund account as
provided in section 8.2 and in determining the amount distributable to a
Participant, the provisions of Article IX that are applicable to Salary
Reduction contributions will be used, pursuant to section 9.1, but not for
purposes of determining the amount of the contribution to be made on behalf of a
Participant by his or her Employer pursuant to section 4.2, 4.3, or 4.4 or
calculating the Annual Addition of such Participant.

     (f) Deemed Participation for Certain Purposes. If the amount of rollover
contributions is made by an Employee prior to becoming a Participant, such
Employee shall, until such time as the Employee becomes a Participant, be deemed
to be a Participant for all purposes of the Plan except for purposes of any
determination of when he or she becomes a Participant pursuant to section 3.1
and the making of contributions pursuant to section 4.1 (a).

     (g) Invalid Rollover. In the event that a rollover contribution to this
Plan is later found to be invalid, the Trustee, at the direction of the Plan
Administrator, shall distribute that contribution, plus earnings thereon, to the
Employee as soon as possible.

     4.6. TRANSFERS FROM THE SAVINGS PLAN. If an Employee who previously had
participated in the Savings Plan becomes a Participant in the Plan and the
Participant's plan account in the Savings Plan (including any outstanding loans)
is transferred to the Plan in accordance with the Savings Plan, the Plan shall
accept such transfer. Amounts transferred shall be 100 percent vested at all
times and shall be treated for all purposes in the same manner as they were
treated under the Savings Plan; that is:

     (a) Amounts attributable to Employer salary reduction contributions under
the Savings Plan shall be allocated to the Participant's Employee Salary
Reduction Account;

     (b) Amounts attributable to voluntary deduction contributions under the
Savings Plan and rollover contributions of after-tax contributions shall be
allocated to the Participant's Employee Voluntary Deduction Account;

     (c) Amounts attributable to Employer Savings Plan contributions shall be
allocated to the Participant's Employer Salary Reduction Account or Employer
Voluntary Deduction Account, as the case may be; and

     (d) Amounts transferred from the ESOP Account of the Participant in the
Savings Plan shall be allocated to the Participant's ESOP Account.


                                       24



     Notwithstanding the foregoing, amounts transferred shall not be used for
purposes of determining the amount of the contribution to be made on behalf of a
Participant by the Employer pursuant to section 4.2, 4.3, or 4.4, or calculating
the Actual Deferral Percentage or Annual Addition of the Participant.

     4.7. LIMITATIONS ON SALARY REDUCTION CONTRIBUTIONS.

     (a) Dollar Limitation. No Participant shall be permitted to have elective
deferrals made under this Plan, or any other qualified plan maintained by the
Employer during any taxable year, in excess of the dollar limitation contained
in section 402(g) of the Code in effect for such taxable year, except to the
extent permitted under section 4.1(e) of the Plan and section 414(v) of the
Code, if applicable.

     (b) ADP Test. Effective for Plan Years beginning on or after January 1,
1997, in addition to the limitations set forth elsewhere in this Plan, one of
the following tests must be satisfied for the Plan Year:

          (i) The Average Actual Deferral Percentage for Highly Compensated
     Employees who are eligible to participate for the Plan Year shall not
     exceed the Average Actual Deferral Percentage for the immediately preceding
     Plan Year for Nonhighly Compensated Employees who were then eligible to
     participate multiplied by 1.25; or

          (ii) The Average Actual Deferral Percentage for Highly Compensated
     Employees who are eligible to participate for the Plan Year shall not
     exceed the Average Actual Deferral Percentage for the immediately preceding
     Plan Year for Nonhighly Compensated Employees who were then eligible to
     participate multiplied by two, provided that the Average Actual Deferral
     Percentage for such Highly Compensated Employees does not exceed the
     Average Actual Deferral Percentage for such Nonhighly Compensated Employees
     by more than two percentage points or such lesser amount as the Secretary
     of Treasury shall prescribe in accordance with Code section 401(m)(9) to
     prevent the multiple use of this alternative limitation with respect to any
     Highly Compensated Employee. Any such restriction on the multiple use of
     the alternative limit shall be implemented pursuant to uniform rules
     adopted by the Company.

     (c) Determination of Actual Deferral Percentages. For purposes of the
Actual Deferral Percentage test described in this section 4.7-

          (i) An Elective Deferral will be taken into account for a Plan Year
     only if it relates to Compensation that either would have been received by
     the Eligible Employee in the appropriate Plan Year (but for the deferral
     election) or is attributable to services performed by the Eligible Employee
     in the Plan Year and would have been received by the Eligible Employee
     within 2 1/2 months after the close of the Plan Year (but for the deferral
     election);

          (ii) An Elective Deferral will be taken into account for a Plan Year
     only if it is allocated to the Eligible Employee as of a date within that
     Plan Year. For this purpose, an Elective Deferral is considered allocated
     as of a date within a Plan Year if the allocation is not contingent on
     participation or performance of services after such date


                                       25



     and the Elective Deferral is actually paid to the Trust no later than 12
     months after the Plan Year to which the contribution relates;

          (iii) The Actual Deferral Percentage for an Employee who is eligible
     to participate shall be computed by treating any Excess Deferral (as
     defined in section 4.8) as an Elective Deferral, except to the extent
     provided by Regulations;

          (iv) The Actual Deferral Percentage for any Employee who is a
     participant under two or more section 401(k) plans or arrangements that are
     maintained by the Company or an Affiliated Company shall be determined as
     if all such Elective Deferrals were made under a single arrangement;
     provided, however, that no Elective Deferrals under an employee stock
     ownership plan (as defined in Code section 4975(e)(7)) shall be taken into
     account for purposes of this section 4.7;

          (v) In the event that two or more plans which include cash-or-deferred
     arrangements are considered as one plan for purposes of Code section
     401(a)(4) or 410(b), the cash-or-deferred arrangements included in such
     plans shall be treated as one arrangement for purposes of this section 4.7;

          (vi) The determination and treatment of the Elective Deferrals and
     Actual Deferral Percentage of any Employee shall satisfy such other
     requirements as may be prescribed by the Secretary of Treasury.

          (vii) The family aggregation rules of Code section 414(q)(6) shall not
     apply for any Plan Year beginning on or after January 1, 1997.

     4.8. DISTRIBUTION OF EXCESS DEFERRALS. "Excess Deferrals" means excess
deferrals as defined under Code section 402(g). Notwithstanding any other
provision of the Plan, the Excess Deferral, if any, of each Employee with
respect to a calendar year plus any income and minus any loss allocable thereto
shall be distributed no later than April 15 of the following calendar year to
each Employee who claims an Excess Deferral for the preceding calendar year.
Excess Deferrals shall be treated as Annual Additions under the Plan.

     The Employee's claim shall be in writing; shall be submitted to the Company
no later than March 1; shall specify the Employee's Excess Deferral for the
preceding calendar year; and shall be accompanied by the Employee's written
statement that if such amount is not distributed, such Excess Deferral, when
added to amounts deferred under other plans or arrangements described in Code
section 401(k), 408(k), or 403(b), exceeds the limit imposed on the Employee by
Code section 402(g) for the year in which the deferral occurred.

     Notwithstanding the preceding paragraph, the Employer may notify the Plan
on behalf of the individual of Excess Deferrals to the extent that the
individual has Excess Deferrals for the calendar year calculated by taking into
account only elective deferrals under this Plan and other plans of the Company
and any Affiliated Company.

     The Excess Deferral distributed to an Employee with respect to a calendar
year shall be adjusted for any income or loss thereon for such calendar year and
for the period between the end of such calendar year and the date of
distribution. The income or loss allocable to such


                                       26



calendar year shall be determined by multiplying the income or loss for such
calendar year allocable to the Employee's Salary Reduction Account by a
fraction, the numerator of which is the Excess Deferral of the Employee for such
calendar year and the denominator of which is the Employee's Salary Reduction
Account balance on the last day of such calendar year. The income or loss
allocable to the period between the end of such calendar year and the date of
distribution shall be equal to 10 percent of the income or loss allocable to the
Excess Deferral for the preceding calendar year multiplied by the number of
calendar months that have elapsed from the end of the preceding calendar year to
the date of distribution. A distribution occurring on or before the fifteenth
day of the month shall be treated as having been made on the last day of the
preceding month and a distribution occurring after such fifteenth day shall be
treated as having been made on the first day of the following month.

     In the event that an Employee's Salary Reduction contributions are
distributed to such Employee under this section 4.8, any Employer contributions
attributable thereto plus any income and minus any loss allocable thereto shall
be forfeited.

     4.9. DISTRIBUTION OR RECHARACTERIZATION OF EXCESS CONTRIBUTIONS.

     (a) Determination of Excess Contributions. "Excess Contributions" means,
with respect to any Plan Year, the excess of (i) the aggregate amount of
Elective Deferrals actually paid over to the Trust on behalf of Highly
Compensated Employees for such Plan Year, over (ii) the maximum amount of such
Elective Deferrals permitted under the limitations of section 4.7(b), in
accordance with the provisions of Code section 401(k)(8).

     Excess Contributions shall be returned to Highly Compensated Employees. The
total excess contributions to be refunded shall equal:

          (i) the aggregate amount of contributions taken into account in
     determining the ADP of Highly Compensated Employees for the Plan Year in
     excess of

          (ii) the maximum amount of such contributions permitted under section
     4.7(b), above, determined by hypothetically reducing contributions made on
     behalf of Highly Compensated Employees in order of their Actual Deferral
     Percentages beginning with the highest of such percentages.

     The total excess contributions shall be refunded to Highly Compensated
     Employees on the basis of the amount of contributions by, or on behalf of,
     each such Participant.

     The Highly Compensated Employee shall receive the portion of his or her
Employee Deferrals (and income allocable thereto) which will either enable the
Plan to distribute the total Excess Contribution or cause such Highly
Compensated Employee's Elective Deferrals to equal the Elective Deferrals of the
Highly Compensated Employee with the next highest amount of Elective Deferrals.
This prior process must then be repeated until the Plan has distributed the
total Excess Contributions described above. After all such distributions have
been made, the requirements of section 4.7(b) shall be deemed to have been
satisfied.

     Excess Contributions shall be treated as Annual Additions under the Plan.
For purposes of this section 4.9, to the extent permitted by the Code, the
Excess Contributions shall be reduced


                                       27



by the amount of any Excess Deferrals included in such Excess Contributions and
distributed to the Employee pursuant to section 4.8.

     (b) Distribution or Recharacterization. Notwithstanding any other provision
of the Plan, either-

          (i) Excess Contributions with respect to a calendar year plus any
     income and minus any loss allocable thereto shall be distributed no later
     than the last day of the following calendar year to Employees on whose
     behalf such Excess Contributions were made for the preceding calendar year;
     or

          (ii) at the election of the Employee and to the extent permitted by
     the Code, the Excess Contributions shall be treated as distributed to the
     Employee and then contributed by the Employee to the Plan as a Voluntary
     Deduction contribution.

     (c) Adjustment for Income and Loss. The Excess Contributions to be
distributed to an Employee with respect to a calendar year shall be adjusted for
any income or loss thereon for such calendar year and for the period between the
end of such calendar year and the date of distribution. The income or loss
allocable to such calendar year shall be determined by multiplying the income or
loss for such calendar year allocable to the Employee's Salary Reduction Account
by a fraction, the numerator of which is the Excess Contributions for such
calendar year and the denominator of which is the Employee's Salary Reduction
Account balance on the last day of such calendar year. The income or loss
allocable, to the period between the end of such calendar year and the date of
distribution shall be equal to 10 percent of the income or loss allocable to the
Excess Contributions for the preceding calendar year multiplied by the number of
calendar months that have elapsed from the end of the preceding calendar year to
the date of distribution. A distribution occurring on or before the fifteenth
day of the month shall be treated as having been made on the last day of the
preceding month and a distribution occurring after such fifteenth day shall be
treated as having been made on the first day of the following month.

     In the event that an Employee's Salary Reduction contributions are
distributed to such Employee under this section 4.9, any Employer contributions
attributable thereto plus any income and minus any loss allocable thereto shall
be forfeited.

     4.10. STATUTORY (CODE SECTION 415) LIMITATIONS ON ALLOCATIONS TO ACCOUNTS.
Notwithstanding any other provision of the Plan, contributions under the Plan
shall be subject to the limitations set forth in Code section 415, which are
incorporated herein by reference. For purposes of applying such limitations to
contributions under the Plan, the rules set forth in this section 4.10 shall be
applicable.

     (a) Plan Years After 2001. For Plan Years beginning after December 31,
2001, and notwithstanding any other provisions of this Plan, the Annual Addition
with respect to a Participant for a Plan Year shall not exceed the lesser of-

               (A) $40,000, as adjusted for increases in the cost-of-living
          under Code Section 415(d); or


                                       28



               (B) 100 percent (100%) of the Participant's Compensation for the
          Plan Year.

     (b) Annual Addition. The term "Annual Addition" means the amount allocated
to a Participant's account during any calendar year that constitutes-

          (i)  Employer contributions;

          (ii) Employee contributions;

          (iii)forfeitures; and

          (iv) amounts described in Code sections 415(l)(2) and 419(A)(d)(3).

     The compensation limitation referred to in Code section 415(c)(1)(B) shall
not apply to-

               (1)  any contribution for medical benefits (within the meaning of
                    Code section 419A(f)(2)) after separation from service which
                    is otherwise treated as an Annual Addition, or

               (2)  any amount otherwise treated as an Annual Addition under
                    Code section 415(l)(2).

     The Annual Addition for any calendar year before 1987 shall not be
recomputed to treat all Employee contributions as an Annual Addition.

     (c)  Reduction of Annual Additions.

          (i) If the limitations of Code section 415 would be exceeded as a
     result of a reasonable error in estimating a Participant's Compensation, a
     reasonable error in determining the amount of elective deferrals under Code
     section 402(g)(3), an allocation of forfeitures or on account of such other
     limited facts and circumstances as the Commissioner of the Internal Revenue
     Service finds justify the application of the rules herein set forth, the
     Annual Additions to the Participant's Account which exceed the applicable
     limitation shall be returned to the Participant to the extent of all or any
     portion of any Voluntary Deductible contributions that were made by the
     Participant pursuant to Article IV.

          (ii) If the Participant made no Voluntary Deduction contributions or
     if, after returning all or part of such contributions in accordance with
     the previous paragraph, the Participant's Annual Additions still exceed the
     limitations of Code section 415, then such excess shall be returned to the
     Participant to the extent of all or any portion of any Salary Reduction
     contributions made on behalf of such Participant, together with any net
     earnings and gains on such contributions as hereinabove described.

          (iii)If, after returning all or any portion of Voluntary Deduction
     and Salary Reduction contributions of a Participant in accordance with the
     preceding paragraphs, his or her Annual Additions still exceed the
     limitations of Code section 415, such portion of


                                       29



     the Employer contributions under section 4.2 made on behalf of the
     Participant as must be removed to meet the limitations shall be allocated
     and reallocated to other Participants' Investment Plan Accounts as
     contributions by the Employer.

          (iv) If, after reallocating all or any portion of Employer
     contributions under section 4.2, a Participant's Annual Additions still
     exceed the limitation of Code section 415, such portion of the Employer
     contributions under section 4.3(a) made on behalf of the Participant and
     shares of Employer Stock allocated to the Participant's ESOP Account under
     section 13.4(d) as must be removed to meet the limitations shall be
     allocated and reallocated to other Participant's ESOP Accounts as
     contributions by the Employer.

          (v) If the limitations of Code section 415 would be exceeded as a
     result of a reasonable error in estimating a Participant's Compensation, a
     reasonable error in determining the amount of elective deferrals under Code
     section 402(g)(3), an allocation of forfeitures, or on account of such
     other limited facts and circumstances which the Commissioner of the
     Internal Revenue Service finds justify the availability of the following
     rules, and any amount cannot be allocated during the Plan Year in
     accordance with the foregoing procedure without exceeding the applicable
     limitations for one or more Participants, any remaining amount shall be
     held unallocated in a special suspense account to be allocated to
     Participants in the succeeding Plan Year or Plan Years; provided, however,
     that (A) no Employer contributions and no Voluntary Deduction contributions
     shall be made in such succeeding Plan Year of Plan Years until such special
     suspense account is exhausted by allocations and reallocations; (B) no
     investment gains (or losses) or other income shall be allocated to the
     special suspense account; and (C) the amounts in the special suspense
     account shall be allocated as soon as possible without violating the
     limitation of this section 4.10.


                                       30



                        ARTICLE V - VESTING IN ACCOUNTS

     5.1. EMPLOYEE SALARY REDUCTION ACCOUNTS, EMPLOYEE POST-1986 VOLUNTARY
DEDUCTION ACCOUNT, AND EMPLOYEE PRE-1987 VOLUNTARY DEDUCTION ACCOUNT. The
Employee Salary Reduction Account, the Employee Post-1986 Voluntary Deduction
Account, the Employee Pre-1987 Voluntary Deduction Account, and the Rollover
Account of each Participant shall be fully vested and nonforfeitable at all
times.

     5.2. EMPLOYER SALARY REDUCTION ACCOUNT, EMPLOYER VOLUNTARY DEDUCTION
ACCOUNT, AND ESOP ACCOUNT.

     (a) In General. A Participant shall have a vested and nonforfeitable
interest in his or her Employer Salary Reduction Account, Employer Voluntary
Reduction Account, and ESOP Account after the Employee has completed at least
five Years of Service. Prior to that time, the Employee shall have no vested
interest in such accounts.

     (b) Accelerated Vesting. Notwithstanding section 5.2(a) above but subject
to section 4.4, a Participant shall be fully vested and have a nonforfeitable
interest in his or her entire Employer Salary Reduction Account, Employer
Voluntary Deduction Account, and ESOP Account if-

          (i) while still an Employee, he or she attains age 65;

          (ii) the Participant terminates employment with the Employer for
     reasons described in section 9.1 (a), (b) or (c);

          (iii) while the Participant is an Employee, contributions to the Plan
     are completely discontinued or the Plan is terminated, or the Plan is
     partially terminated and such Participant is affected by such partial
     termination; or

          (iv) while the Participant is an Employee, his or her account balance
     is transferred to the Savings Plan in accordance with that plan (in which
     case such account balance shall be vested under the recipient plan).


                                       31



                       ARTICLE VI - INVESTMENT PROVISIONS

     6.1. INVESTMENT OF CONTRIBUTIONS. Employer contributions under sections
4.2, 4.3, and 4.4 and Employee contributions shall be invested in accordance
with the following provisions:

     (a) The Employer contributions made pursuant to section 4.3(a), (c), and
(d) shall be invested in the Employer Stock Fund (through each Participant's
ESOP Account), which fund is described in Article VII.

     (b) Each Participant shall, by direction to the Company in the form
prescribed by the Company, direct that the Employer contributions made pursuant
to section 4.2 and Employee contributions, including those made as a Salary
Reduction, be invested in such funds offered by the Trustee as are selected by
the Company.

     Employee contributions, including those made as a Salary Reduction, and the
portion of Employer contributions referenced in section 6.1(b) above, need not
be invested in the same fund. A Participant shall direct the manner in which the
total of such contributions and such Employer contributions referenced in
section 6.1(b) above shall be divided, equally or otherwise, among the funds.

     6.2. CHANGE OF INVESTMENT DIRECTION. Any investment direction given by a
Participant under section 6.1 shall be deemed to be a continuing direction until
changed by the Participant. A Participant may change any such direction in
accordance with such procedures as the Company may from time to time provide and
apply in a nondiscriminatory manner.

     6.3. TRANSFERS BETWEEN INVESTMENT FUNDS. A Participant or former
Participant may direct that all or any part of the value of his or her interest
in any investment fund be transferred to one or more of the other funds except
that, prior to January 1, 2002, a Participant or former Participant may not
transfer any amount from the Employer Stock Fund to the extent that the balance
remaining in such fund immediately after the transfer would be less than the
value of his or her ESOP Account. Provided, however, that effective January 1,
2002 60% of the Company match in Employer Stock shall remain in the Stock Fund
for one full calendar year before it may be transferred to the other funds. Also
effective January 1, 2002, the restrictions on prior Company match contributions
made in Employer Stock shall lapse at the rate of 1/12 per month on the last
business day of each month.


                                       32



                         ARTICLE VII - INVESTMENT FUNDS

     7.1. INVESTMENT FUNDS. The Trustee shall establish, operate, and maintain
the following funds exclusively for the collective investment and reinvestment
of monies directed by the Company to be invested in such funds on behalf of
Participants:

     (a) Employer Stock Fund. An Employer Stock fund which shall be invested
solely in Employer Stock.

     (b) Other Funds. Such other funds offered by the Trustee as the Company may
select. Notwithstanding the foregoing, the Trustee or the investment manager, as
the case may be, shall invest such portion of the assets of the funds as the
Company may deem necessary or appropriate to facilitate the administration of
such funds in any short-term fixed income fund as may be established under any
common, commingled, or collective trust for employee benefit plans established
and maintained by the Trustee.

     7.2. MANAGEMENT OF INVESTMENT FUNDS. Except as otherwise provided in this
Article VII, the ownership of the assets and investments of the funds shall be
in the Trustee as such; and the Trustee shall have in respect of any and all
assets of the funds the same powers as if it were absolute owner thereof.

     7.3. VOTING OF EMPLOYER STOCK.

     (a) Instructions from Participants. The Trustee shall vote, in person or by
proxy, shares of Employer Stock held by the Trustee in the Employer Stock Fund
in accordance with instructions obtained from Participants.

     Each Participant shall be entitled to give voting instructions with respect
to the number of shares of such respective stock which bears the same ratio to
the total number of shares held by the Trustee on the record date as the number
of shares allocated to the respective stock fund account of such Participant as
of the Valuation Date preceding such record date bears to the total number of
shares allocated to the respective stock fund accounts of all Participants as of
such Valuation Date, excluding shares allocated to the accounts of persons whose
accounts have been distributed prior to such record date. Written notice of any
meeting of stockholders of DTE Energy Company and a request for voting
instructions shall be given by the Company or the Trustee, at such time and in
such manner as the Company shall determine, to each Participant entitled to give
instructions for the voting of stock at such meeting. Shares with respect to
which no voting instructions are received from Participants and unallocated
shares of the ESOP shall be voted by the Trustee in the same proportion as
shares for which voting instructions are received from Participants. The Trustee
shall combine and vote fractional shares to the extent possible to reflect the
voting instructions of Participants.

     (b) Confidentiality. The instructions received by the Trustee from
Participants shall be held by the Trustee in strict confidence and shall not be
divulged or released to any person, including officers or employees of the
Company or any Affiliated Company.


                                       33



     7.4. TENDER OFFERS.

     (a) Rights of Participants. Notwithstanding any other provisions of this
instrument, in the event an offer is made generally to the shareholders of
Employer Stock to transfer all or a portion of the Employer Stock in return for
valuable consideration including, but not limited to, offers regulated by
section 14(D) of the Securities Exchange Act of 1934, as amended, each
Participant owning a beneficial interest in the Employer Stock Fund shall have
the sole and exclusive right to decide if the common stock representing his or
her interest in such fund shall be tendered. Each Participant shall have the
right, to the extent the terms of the tender offer so permit, to direct the
withdrawal of such shares from tender. A Participant shall not be limited as to
the number of instructions to tender or withdraw from tender which he or she can
give; provided, however, the Participant shall not have the right to give
instructions to tender or withdraw from tender after a reasonable time
established by the Trustee pursuant to section 7.4(c) below.

     (b) Duties of the Company. Within a reasonable time after the commencement
of a tender offer, the Company shall provide to each Participant having an
ownership interest in the Employer Stock Fund-

          (i) the offer to purchase as distributed by the offeror to
     shareholders of Employer Stock,

          (ii) a statement of the shares representing the Participant's interest
     in the Employer Stock Fund as of the most recent information available from
     the Company, and

          (iii) directions as to the means by which a Participant can give
     confidential instructions to the Trustee with respect to the tender. The
     Company shall establish and pay for a means by which a Participant can
     expeditiously deliver to the Trustee instructions with respect to the
     tender.

     (c) Duties of the Trustee. The Trustee shall follow the instructions of the
Participants with respect to the tender offer. The Trustee shall not tender
shares for which no instructions are received. Unallocated shares of Employer
Stock of the ESOP shall be tendered or exchanged by the Trustee in the same
proportion as the allocated shares for which the Trustee has received direction
are tendered or exchanged, subject to the terms of any loan or pledge agreement
covering such shares. On the basis of its ability to comply with the terms of
the offer, the Trustee shall establish a reasonable time after which it shall
not accept the instructions of Participants.

     (d) Confidentiality. The instructions received by the Trustee from
Participants shall be held by the Trustee in strict confidence and shall not be
divulged or released to any person, including officers or employees of the
Company or any Affiliated Company.

     7.5. NAMED FIDUCIARY STATUS. For purposes of sections 7.3 and 7.4, each
Participant is hereby designated a "named fiduciary" within the meaning of ERISA
section 403(a)(1) with respect to shares of Employer Stock as to which he or she
is entitled to make voting or tender offer decisions.

     7.6. EXPENSES OF FUNDS. Brokerage commissions, transfer taxes, and other
charges and expenses in connection with the purchase and sale of securities for
a fund shall be charged to the fund. Any income and other taxes payable with
respect to a fund shall likewise be charged to the fund.


                                       34



                ARTICLE VIII - ACCOUNTS AND RECORDS OF THE PLAN

     8.1. COMPANY TO MAINTAIN ACCOUNTS.

     (a) The Company shall maintain, or cause to be maintained, for each
Participant-

          (i) an Investment Plan Account attributable to Voluntary Deduction
     contributions and related Employer contributions under section 4.2, and

          (ii) a separate account attributable to Salary Reduction contributions
     and related Employer contributions under section 4.2, each of which shall
     be composed, to the extent required by the investment directions of the
     particular Participant, of an Employer Stock Fund account and an account
     for each other applicable fund in which his contributions and related
     Employer contributions are invested, and

          (iii) a separate Rollover Account with an after-tax rollover
     subaccount to be maintained separately from the other accounts.

     (b) The Company also shall maintain, or cause to be maintained, for each
Participant-

          (i) an ESOP Account attributable to Employer contributions under
     section 4.3(a), (c) and (d), and

          (ii) shares of Employer Stock allocated to the Participant pursuant to
     section 13.4(d), each of which shall be composed of an Employer Stock Fund
     account and, to the extent diversification elections are made by the
     Participant under section 13.5, such other accounts as the Company or its
     delegate deems necessary or appropriate in giving effect to the
     diversification requirements of section 13.5.

     The Company shall maintain, or cause to be maintained, all necessary
records.

     8.2. PLAN ACCOUNTING. The interests of each Participant in the funds shall
be his or her proportionate share of the value of such funds as of any Valuation
Date. The Participant's proportionate share may be determined under any
accounting method selected by the Company that allocates fairly, in the opinion
of the Company, the investment gains and losses by or on behalf of each
Participant to the fund and that complies with the requirements of the Code and
the Regulations thereunder. The value of Participants' fund accounts shall be
redetermined as of each Valuation Date.

     8.3. VALUATION OF FUNDS. The value of a fund as of any Valuation Date shall
be the market value of all assets (including any uninvested cash) held by the
fund as determined by the Trustee reduced by the amount of any accrued
liabilities of the fund on such Valuation Date. The Trustee's determination of
market value shall be binding and conclusive upon all parties.

     To the extent any Employer securities held by the Plan are not readily
tradable on an established securities market, valuation of such securities shall
be made by an independent appraiser who meets requirements similar to the
requirements of the regulations prescribed under Code section 170(a)(1).


                                       35



     8.4. VALUATION OF INVESTMENT PLAN ACCOUNT. The value of a Participant's
Investment Plan Account as of any Valuation Date shall be the sum of the values
of the Participant's Employer Stock Fund account, and any other of the
Participant's fund accounts attributable to Salary Reductions, Voluntary
Deductions, and Employer Contributions under section 4.2.

     8.5. VALUATION OF ESOP ACCOUNT. The value of a Participant's ESOP Account
as of any Valuation Date shall be the sum of-

     (a) the value of the Participant's Employer Stock Fund account attributable
to Employer contributions on his or her behalf under section 4.3(a), (c) and (d)
and shares of Employer Stock allocated to his or her ESOP Account under section
13.3(d); and

     (b) the sum of the values of the Participant's fund accounts attributable
to diversification elections under section 13.4.

     8.6. VALUATION OF PLAN ACCOUNT. The value of a Participant's Plan Account
as of any Valuation Date shall be the sum of the values of the Participant's
Employer Stock Fund account, and any other investment fund accounts maintained
on the Participant's behalf under the Plan.

     8.7. COMPANY TO FURNISH ANNUAL STATEMENTS OF VALUE OF PLAN. The Company
shall, not less frequently than annually distribute to each Participant in the
Plan a statement setting forth the Plan Account of such Participant. Such
statement shall be deemed to have been accepted as correct unless written notice
of objections thereto is received by the Company or the Employer within 30 days
after the distribution of such statement to the Participant.

     8.8. TRUST AGREEMENT. A Trust has been established to fund benefits under
the Plan. The Employers may, without further reference to or action by any
Employee or Participant, from time to time enter into further agreements with
the Trustee and make such amendments to such Trust Agreement or such further
agreements as they may deem necessary or desirable to carry out the Plan, and
may take such other steps and execute such other instruments as the Employers
may deem necessary or desirable to put the Plan into effect or to carry it out.


                                       36



                ARTICLE IX - DISTRIBUTIONS, WITHDRAWALS AND LOANS

     9.1. DISTRIBUTION UPON TERMINATION OF EMPLOYMENT ENTITLING PARTICIPANT TO
VALUE OF PLAN ACCOUNT. Upon-

     (a) termination of a Participant's employment with his or her Employer due
to retirement on the Participant's Normal Retirement Date or Disability
Retirement Date,

     (b) the death of the Participant,

     (c) termination of a Participant's employment with his or her Employer or
placement on inactive payroll because of total and permanent disability or
legally established mental incompetency of the Participant not qualifying the
Participant for retirement hereunder, or

     (d) termination of a Participant's employment with his or her Employer
under any circumstances after the Participant has satisfied the Vesting
Requirement,

     the Company shall, subject to the provisions of section 9.7, direct the
     Trustee to distribute to the Participant or, in a proper case his or her
     designated beneficiary or legal representative, the value of the
     Participant's Plan Account in a lump sum.

     9.2. DISTRIBUTION UPON TERMINATION OF EMPLOYMENT UNDER CIRCUMSTANCES
RESULTING IN FORFEITURE OF EMPLOYER CONTRIBUTIONS. Upon termination of a
Participant's employment under circumstances other than those described in
sections 9.1 and 9.7(c)(ii), the Company shall, subject to the provisions of
section 9.7, direct the Trustee to distribute to the Participant an amount equal
to the value of the Participant's Employee Pre-1987 Voluntary Deduction Account,
Employee Post-1986 Voluntary Deduction Account, and Employee Salary Reduction
Account each of which shall be fully vested and nonforfeitable at all times.
Subject to section 4.4, the Participant's Employer Voluntary Deduction Account,
Employer Salary Reduction Account, and ESOP Account shall be forfeited and
applied in reduction of the next succeeding contribution which the Participant's
Employer would otherwise contribute to the Trust; provided, however, if such
Participant is reemployed prior to incurring five consecutive Break in Service
Years, then following the Participant's date of reemployment, the Participant's
Employer shall contribute on behalf of such Participant an amount equal to the
amount that was forfeited upon his or her termination of employment, and such
contribution shall be credited to the same accounts from which it was forfeited,
in the same amounts. Such contributions shall not be taken into account in
determining under section 4.10 the Annual Additions to such Participant's
Investment Plan Account.

     9.3. CERTAIN DISTRIBUTIONS FROM PARTICIPANT ACCOUNTS.

     (a) In General. Any Participant may, upon notice to the Company in the form
and timing prescribed by the Company, terminate his or her participation in the
Plan. Within a reasonable period of time following processing of such
termination, the Company shall direct the Trustee to distribute to the
Participant an amount equal to the value of the Participant's Employee Pre-1987
Voluntary Deduction Account and Employee Post-1986 Voluntary Deduction Account;
but only to the extent attributable to Voluntary Deduction contributions that
have been in the Plan for at least 2 years.


                                       37



     (b) Withdrawals After Age 59 1/2. Upon notice to the Company in the form
and timing prescribed by the Company, any Participant who has attained age 59
1/2 may make an election, not more frequently than once every calendar year, to
withdraw all or any portion of the vested amount of his or her Plan Account.
Within a reasonable period of time following the processing of such election,
the Company shall direct the Trustee to distribute to the Participant as of such
Valuation Date the amount the Participant has elected to withdraw.

     (c) Limited Withdrawal in the Event of Hardship. If a Participant incurs a
financial hardship as defined in section 9.6, the Participant may limit the
amount of a distribution from his or her Voluntary Deduction Account under
section 9.3(a) to the amount necessary to satisfy the hardship and to pay any
taxes resulting from such distribution.

     9.4. IN-SERVICE WITHDRAWALS - GENERAL. At its discretion, the Company may
adopt rules limiting the number of withdrawals that may be made in any Plan Year
and prescribe a minimum amount that may be withdrawn. All requests for a
withdrawal shall be submitted in a form prescribed by the Company. A Participant
may not rescind a request for withdrawal which has been submitted to the Company
unless the Company consents. A withdrawal shall be distributed as soon as
reasonably practicable after the withdrawal request is received. Effective
January 1, 2002, the Company match in Employer stock must remain in the Employer
Stock Fund for two full calendar years before it may be withdrawn.

     9.5. WITHDRAWAL OF VOLUNTARY DEDUCTION CONTRIBUTIONS. Any Participant who
shall have actively participated in the Plan for 24 or more calendar months (for
purposes of this section 9.5 active participation means the Participant shall
have made contributions to the Plan in each month in which compensation was
available), may, upon notice to the Company (in manner and timing prescribed by
the Company), withdraw an amount not in excess of 100 percent of his or her
Voluntary Deduction contributions under the Plan (but only to the extent
attributable to Voluntary Deduction contributions that have been in the Plan for
at least 2 years), with such election to be given effect within a reasonable
period of time following processing.

     Withdrawals under this section 9.5 shall be from the Employer Stock Fund,
or such other investment funds offered by the Trustee as the Company shall make
available for purposes of this section. If the Participant has an account in
more than one fund, the Participant shall specify to the Company the amount to
be withdrawn from each fund. The contributions in all funds in the Employee
Pre-1987 Voluntary Deduction Account must be withdrawn before a withdrawal is
permitted from a fund in the Employee Post-1986 Voluntary Deduction Account. The
amount of an in-service withdrawal from a specific fund in a Voluntary Deduction
Account shall not exceed the Employee's contributions in such fund prior to the
withdrawal.

     9.6. HARDSHIP WITHDRAWAL OF SALARY REDUCTION CONTRIBUTIONS. A Participant
may request a withdrawal from his or her Salary Reduction Account if the
withdrawal is necessary to satisfy an immediate and heavy financial need of a
Participant as defined below, with such election to be given effect within a
reasonable period following processing. The amount of such withdrawal shall be
limited to the Participant's Salary Reduction contributions or the total value
of the Participant's Employee Salary Reduction Account as of the latest
Valuation Date for which information is available, whichever is smaller.
Withdrawals under this section 9.6 shall be


                                       38



from the Employer Stock Fund, or such other investment funds under the Plan as
the Participant specifies in his written request for a hardship withdrawal.

     The determination of whether or not a distribution is necessary to satisfy
an immediate and heavy financial need and the amount required to be distributed
to meet the need shall be made by the Company. All determinations regarding
financial need shall be made in accordance with written procedures established
by the Company and applied in a uniform and nondiscriminatory manner, based on
all applicable facts and circumstances. Such written procedures shall specify
the requirements for requesting and receiving distributions on account of
financial need, including the forms that must be submitted and to whom the forms
are to be submitted. All determinations regarding financial need must comply
with applicable Regulations under the Code.

     For purposes of this section 9.6, a financial hardship withdrawal shall be
limited to the amount required to meet the need created by one of the following
situations:

     (a) Expenses for medical care described in Code section 213(d) previously
incurred by the Participant, his spouse, or any dependents of the Participant or
necessary for these persons to obtain medical care described in Code section
213(d).

     (b) Costs directly related to the purchase (excluding mortgage payments) of
the principal residence for the Participant.

     (c) Payment of tuition, related educational fees and room and board
expenses for the next 12 months of post-secondary education for the Participant,
the Participant's spouse, children, or dependents (as defined in Code section
152).

     (d) The need to prevent the eviction of the Participant from his or her
principal residence or foreclosure on the mortgage on the Participant's
principal residence.

     A distribution will be deemed necessary to satisfy an immediate and heavy
financial need of a Participant only if both of the following conditions are
met: (i) the distribution is not in excess of the amount of the immediate and
heavy financial need of the Participant; and (ii) the Participant has obtained
all distributions, other than hardship distributions, and all loans available
under this Plan and all other plans maintained by the Employer.

     If a Participant receives a hardship distribution, (A) the Participant
shall not be entitled to make Salary Reduction contributions or Voluntary
Deduction contributions (or other employee contributions to qualified or
nonqualified plans of deferred compensation, as described in applicable
regulations) for a period of six months after the hardship distribution (one
year after the hardship distribution in the case of hardship distributions made
prior to January 1, 2002), and (B) the Participant may not make Salary Reduction
contributions for the Participant's taxable year immediately following the
taxable year of the hardship distribution in excess of the amount specified in
Code section 402(g) for such taxable year less the amount of the Participant's
Salary Reduction contributions for the taxable year of the hardship
distribution.


                                       39



     9.7. TIME OF DISTRIBUTIONS.

     (a) In General. Except as hereinafter provided, distributions made pursuant
to section 9.1 or 9.7(c)(ii) shall be made by the Trustee at the direction of
the Company on such date as the Company shall determine after consultation with
the Participant or his or her beneficiary.

     Except as hereinafter provided, all other distributions or withdrawals
under this Article IX shall be paid as soon as reasonably practicable by the
Trustee at the direction of the Company. Notwithstanding any other provision of
the Plan--

          (i) if the vested portion of a Participant's Plan Account exceeds
     $5,000 (or such greater amount as permitted under the Code), no
     distribution shall be made to such Participant pursuant to sections 9.1,
     9.2, or 9.7(c)(ii), prior to the date the Participant attains the age of
     sixty-five (65) without written consent of the Participant; and

          (ii) if a distribution to a Participant is deferred pursuant to (i),
     the amount that would otherwise have been distributed to such Participant
     shall be invested in any investment fund under the Plan, as the Participant
     shall direct, subject to the transfer restrictions set forth in Section
     6.3.

     A former Participant whose distribution has been deferred pursuant to (i)
above will not thereafter be eligible for withdrawals under section 9.3 or 9.5
except as noted below, or loans under section 9.10 (unless for loan purposes,
such former Participant is a party in interest, as defined in section 3(14) of
ERISA), but shall continue to have the voting and tender offer rights described
sections 7.3 and 7.4 and to be treated as a Participant for purposes of Article
VIII.

     A former Participant whose distribution has been deferred may initiate a
distribution upon reasonable prior notice to the Company in the form and
manner prescribed by the Company and shall receive an amount equal to the vested
portion of his or her Plan Account within a reasonable period following the
processing of such election, with such amount to be distributed in a lump sum
cash payment except that-

               (A) amounts invested in the Employer Stock Fund shall be
          distributed in accordance with section 9.8, and

               (B) such former Participant may upon reasonable prior notice (as
          determined pursuant to procedures established by the Company) to the
          Company receive a partial distribution rather than a total
          distribution, of the vested portion of his or her Account, but not
          more frequently than four times per year.

     Notwithstanding any other provision of this Plan, if a Participant attains
age 70 1/2 and still has a balance allocated to his or her Plan Account, a
distribution shall be made under section 9.1 as if the Participant had
terminated employment in the month in which the Participant attains age 70 1/2.
Such distribution shall in no event be later than April 1 of the calendar year
following the year in which the Participant attains age 70 1/2. Distributions to
such Participant shall be made annually thereafter no later than December 31 of
each year and shall be equal to at least the minimum amount required to be
distributed by Code section 401(a)(9). For purposes of this paragraph, the life
expectancy of the Participant and the Participant's spouse shall be redetermined
annually.


                                       40



     (b) Suspension of Participation. Prior to termination of employment, if a
Participant shall cease to meet the eligibility requirements of the Plan, the
Participant's contributions and Employer contributions on his or her behalf
shall be suspended during the period of the Participant's ineligibility. Subject
to section 3.1, distribution of such Participant's Plan Account shall be
deferred until termination of the Participant's employment with the Company and
any Affiliated Company. If the provisions relating to the transfer of a
Participant's Plan Account to the Savings Plan or its successor are not
applicable-

          (i) with respect to Participants who cease to meet the eligibility
     requirements of the Plan prior to January 1, 1987, the Company shall direct
     the Trustee to distribute the value of the Participant's Plan Account in
     accordance with section 9.1 whether or not such termination of employment
     shall be under the circumstances set forth in said section 9.1; and

          (ii) with respect to Participants who cease to meet the eligibility
     requirements of the Plan subsequent to December 31, 1986, such distribution
     shall be in accordance with section 9.1 or 9.3, whichever is applicable.

     (c) Transfer of Employment.

          (i) A transfer of employment from an Employer to an Affiliated Company
     shall not be considered a termination of employment.

          (ii) If a Participant shall be transferred to the employ of an
     Affiliated Company which has not elected to participate in the Plan,
     distribution of such Participant's Plan Account shall be deferred until the
     date on which the Participant is no longer in the employ of the Company or
     any Affiliated Company, whereupon the Company shall direct the Trustee to
     distribute the value of the Participant's Plan Account in the manner
     prescribed in section 9.1, subject to the provisions of section 9.7,
     whether or not termination of employment shall be under circumstances set
     forth in said section 9.1.

     (d) Special Rules Relating to Distributions in the Event of Death. In the
event that a Participant dies before a distribution of his or her Plan Account,
the Company shall direct the Trustee to distribute the entire value of the
Participant's Plan Account to his or her beneficiary no later than March 1 of
the calendar year following the Participant's death, as provided in section 9.1.
In the event of the death of the Participant after the distribution of his or
her Plan Account has begun, any remaining balance in the Plan Account at the
time of death will be distributed at least as rapidly as under the method of
distribution in effect at the date of the Participant's death.

     (e) Distribution must begin not later than the sixtieth (60th) day after
the close of the Plan Year in which occurs the latest of (a) the Participant's
termination of employment, (b) the Participant's attainment of age sixty-five
(65), or (c) the tenth (10th) anniversary of the date the Participant first
became a Participant, unless (1) the Participant elects a later date by
submitting to the Company a written statement signed by the Participant which
describes the benefit and the date on which payment of such benefit shall
commence, so long as such election does not violate


                                       41



the incidental benefit rule prescribed by the Code; or (2) if the amount of the
payment required to commence on the date determined hereinabove cannot be
ascertained by such date, or if it is not possible to make such payment on such
date because the Company has been unable to locate the Participant after making
reasonable efforts to do so, a payment retroactive to such date may be made no
later than sixty (60) days after the earliest date on which the amount of such
payment can be ascertained under the Plan or the date on which the Participant
is located, whichever is applicable. For purposes of this subsection, the
failure of a Participant to consent to a distribution shall be deemed an
election to defer commencement of payment of any benefit sufficient to satisfy
this section.

     (f) With respect to distributions under the Plan made in calendar years
beginning on or after January 1, 2002, the Plan will apply the minimum
distribution requirements of section 401(a)(9) of the Internal Revenue Code in
accordance with the regulations under section 401(a)(9) that were proposed in
January 2001, notwithstanding any provision of the Plan to the contrary. This
provision shall continue in effect until the end of the last calendar year
beginning before the effective date of final regulations under section 401(a)(9)
or such other date specified in guidance published by the Internal Revenue
Service.

     9.8. DISTRIBUTIONS OF STOCK. In the case of distributions under section
9.1, 9.2, 9.3(b), 9.7(a), or 9.7(c)(ii), the value of the Participant's Employer
Stock Fund account, if any, shall be paid in full shares of stock except that
cash shall be distributed in lieu of fractional shares; provided, however, that
a Participant entitled to such a distribution may elect to receive cash in lieu
of Employer Stock. Except in the case of an election to receive cash in lieu of
Employer Stock the total number of shares allocated to such account shall be
distributed from such account. Any remaining value of such account and, the
value of the Participant's accounts in other funds shall be distributed in cash.
Any transfer taxes payable with respect to the distribution of shares of stock
shall be charged to the respective Employer Stock Fund. Distributions pursuant
to section 9.3(a) and withdrawals under sections 9.5 and 9.6 shall be paid
entirely in cash. The distribution requirements of Code section 409(o) shall be
met by the Plan, to the extent applicable.

     9.9. LOANS. (a) The Trustee is hereby authorized to establish a loan
program in accordance with this section 9.10. Upon application of a party in
interest (as defined in ERISA section 3(14)) who is a Participant or beneficiary
under the Plan, the Company shall direct the Trustee to make a cash loan to such
Participant or beneficiary, secured by 50 percent of the nonforfeitable value of
the Participant's Employee and Employer Salary Reduction and ESOP Accounts
determined as of the date the loan is made. The loan program shall be
administered by the Company subject to the following conditions and such other
conditions that are consistent with Labor Regulation section 2550.408b-1 and are
from time to time set forth in written administrative procedures which shall
constitute a part of the Plan and are hereby incorporated by reference.
Effective October 1, 2000, the term of a loan may not extend beyond the earlier
of (A) five (5) years for a general purpose loan or fifteen (15) years for a
loan secured by a Participant's resident, or (B) the date upon which the
Participant or beneficiary ceases to be a party in interest.

     (a) A loan shall bear interest at a reasonable rate which shall be based
upon the prevailing interest rate charged by persons in the business of lending
money on similar


                                       42



commercial loans under comparable circumstances at the time that such loan is
granted, as determined by the Company and uniformly applied.

     (b) The amount of a loan (when added to the balance of other outstanding
loans) shall not exceed the lesser of-

          (i) $50,000 reduced by the excess (if any) of-

               (A) the highest outstanding balance of loans from the Plan during
          the one-year period ending on the day before the date on which such
          loan was made, over

               (B) the outstanding balance of loans outstanding on the date such
          loan was made, or

          (ii) 50 percent of the nonforfeitable value of the Participant's
     Employee and Employer Salary Reduction and ESOP Accounts under the Plan
     which the Participant would have been entitled to receive if the
     Participant's employment had terminated on the date such loan was made.

     In no case shall a Participant be entitled to a loan under this Plan if the
amount of the proposed loan is less than $500.

     (c) A loan shall be evidenced by a promissory note.

     (d) Payments of principal and interest shall be made by approximately equal
payments not less frequently than regular bi-monthly pay periods, on a basis
that would permit the loan to be fully amortized over its term. Loan payments
shall be made by payroll deductions for Participants in active pay status.

     (e) Appropriate disclosure shall be made pursuant to the Truth in Lending
Act to the extent applicable.

     (f) Amounts of principal and interest received on a loan shall be credited
to the Participant's account and the outstanding loan balance shall be
considered an investment of the assets of the account. Payment of principal and
interest related to loans made from a Participant's ESOP Account shall be
credited to such Participant's ESOP Account. Payment of principal and interest
related to loans made from a Participant's Investment Plan Account shall be
credited to the Participant's Investment Plan Account and shall be invested in
the investment funds in the same proportions as the investment election then in
effect by the Participant under Article VI.

     (g) The frequency of loans and the minimum amount for a loan shall be
determined through uniform rules prescribed by the Company and at the sole
discretion of the Company.

     (h) All applications for a loan shall be submitted to the Company in a form
prescribed by the Company. Distribution shall be made as soon as reasonably
practicable after the application of the loan is received.


                                       43



     (i) If a Participant borrows from an account which is invested in more than
one fund, he or she shall instruct the Company as to the funds from which the
loan is to be applied; provided, however, that no borrowing shall be applied
from the Employer Stock Fund unless the two calendar year restriction on
withdrawals from Company match contributions in Employer Stock, as described in
Section 9.4 has been satisfied and until the Participant's ability to borrow
from each of the other funds has been exhausted.

     (j) In the event a Participant defaults on a loan, the entire outstanding
balance of and accrued interest on the loan shall be due and payable in
accordance with the Plan's loan procedures and applicable Regulations. The
Trustee and/or Company may pursue collection on such defaulted loan by any means
generally available to a creditor where a promissory note is in default, or if
the entire amount due is not paid by such Participant following the default, the
amount of such loan default shall be charged against the "secured portion" of
the Participant's Plan Account and treated as a distribution with respect to
such Participant; provided, however, that such a charge against a Participant's
Plan Account shall not occur with respect to funds in his or her Employee Salary
Reduction Account at a time so as to cause a violation of Code section
401(k)(2)(13)(i).

     9.10. DEFINITION OF EMPLOYEE CONTRIBUTIONS AND EMPLOYER CONTRIBUTIONS. For
the purposes of this Article IX, a Participant's Employee contributions shall
include only those contributions made either as a Voluntary Deduction, Salary
Reduction or Rollover Contributions that have not been previously withdrawn or
distributed. If a Participant has previously had a portion of his or her Plan
Account forfeited under section 9.2, the Employer contributions, exclusive of
those made as a Salary Reduction to the Plan on the Participant's behalf, shall
include only such Employer contributions made subsequent to such forfeiture.

     9.11. DISTRIBUTIONS PURSUANT TO A QUALIFIED DOMESTIC RELATIONS ORDER. Upon
receipt of a domestic relations order, the Company will notify the involved
Participant and any alternate payee that the order has been received and explain
the Plan's procedures for determining whether the order is a qualified domestic
relations order as defined in Code section 414(p). After determining that the
order is a qualified domestic relations order, the Company shall direct the
Trustee to distribute or segregate the Participant's Account as provided in the
qualified domestic relations order. If required by the qualified domestic
relations order, the Trustee shall make distribution prior to the time that the
Participant, whose account is subject to distribution, could have received a
distribution.

     In a case of a dispute regarding the validity of a domestic relations order
or the amounts or identities of parties to be paid thereunder, the Company may
segregate the portion of the Participant's account in question, and may bring an
action in a court of competent jurisdiction to determine the proper amount
and/or recipient of benefits, or may submit such segregated amount to a court of
competent jurisdiction (through an interpleader action or otherwise) until
resolution of the matter. Further, if the Company receives notice that a
domestic relations order is forthcoming, the Company may suspend payments from
the Participant's Account or may follow the procedures described in the
preceding sentence, until resolution of the matter.


                                       44



     9.12. DIRECT ROLLOVERS OF ELIGIBLE DISTRIBUTIONS.

     (a) General. Notwithstanding any provision of the Plan to the contrary that
would otherwise limit a distributee's election under this section, a distributee
may elect, at the time and in the manner prescribed by the Company, to have any
portion of an eligible rollover distribution paid directly to an eligible
retirement plan specified by the distributee in a direct rollover.

     (b) Definitions.

          (i) Eligible rollover distribution. An eligible rollover distribution
     is any distribution of all or any portion of the balance to the credit of
     the distributee, except that an eligible rollover distribution does not
     include: any distribution that is one of a series of substantially equal
     periodic payments (not less frequently than annually) made for the life (or
     life expectancy) of the distributee or the joint lives (or joint life
     expectancies) of the distributee and the distributee's designated
     beneficiary; or for a specified period of ten years or more; any
     distribution to the extent such distribution is required under Code section
     401(a)(9), any distribution after January 1, 1999 described in Code section
     401(k)(2)(B)(i)(IV) for which a Participant is eligible solely because of
     hardship; and effective prior to January 1, 2002, the portion of any
     distribution that is not includible in gross income (determined without
     regard to the exclusion for net unrealized appreciation with respect to
     employer securities). In the case of distributions made after December 31,
     2001, any amount that is distributed on account of hardship shall not be an
     eligible rollover distribution and the distributee may not elect to have
     any portion of such a distribution paid directly to an eligible retirement
     plan. A portion of a distribution shall not fail to be an eligible rollover
     distribution merely because the portion consists of after-tax employee
     contributions which are not includible in gross income. However, such
     portion may be transferred only to an individual retirement account or
     annuity described in section 408(a) or (b) of the Code, or to a qualified
     defined contribution plan described in section 401(a) or 403(a) of the Code
     that agrees to separately account for amounts so transferred, including
     separately accounting for the portion of such distribution which is
     includible in gross income and the portion of such distribution which is
     not so includible.

          (ii) Eligible retirement plan. An eligible retirement plan is an
     individual retirement account described in Code section 408(a), an
     individual retirement annuity described in Code section 408(b), an annuity
     plan described in Code section 403(a), or a qualified trust described in
     Code section 401(a), that accepts the distributee's eligible rollover
     distribution. However, effective prior to January 1, 2002, in the case of
     an eligible rollover distribution to the surviving spouse, an eligible
     retirement plan is an individual retirement account or individual
     retirement annuity. In the case of distributions made after December 31,
     2001, an eligible retirement plan shall also mean an annuity contract
     described in section 403(b) of the Code and an eligible plan under section
     457(b) of the Code which is maintained by a state, political subdivision of
     a state, or any agency or instrumentality of a state or political
     subdivision of a state and which agrees to separately account for amounts
     transferred into such plan from this Plan. The definition of eligible
     retirement plan shall also apply in the case of a distribution to a
     surviving spouse, or to a spouse or former spouse who is the alternate
     payee under a qualified domestic relation order, as defined in section
     414(p) of the Code.


                                       45



          (iii) Distributee. A distributee includes an Employee or former
     Employee. In addition, the Employee's or former Employee's surviving spouse
     and the Employee's or former Employee's spouse or former spouse who is the
     alternate payee under a qualified domestic relations order, as defined in
     Code section 414(p), are distributees with regard to the interest of the
     spouse or former spouse.

          (iv) Direct rollover. A direct rollover is a payment by the Plan to
     the eligible retirement plan specified by the distributee.

     (c) Waiver of 30-Day Notice Period. If a distribution is one to which Code
sections 401(a)(11) and 417 do not apply, such distribution may commence less
than 30 days after the notice required under section 1.411(a)-11(c) of the
Income Tax Regulations is given, provided that (i) the Company clearly informs
the Participant that the Participant has a right to a period of at least 30 days
after receiving the notice to consider the decision of whether or not to elect a
distribution (and, if applicable, a particular distribution option), and (ii)
the Participant, after receiving the notice, affirmatively elects a
distribution.

     9.13. SPECIAL DISTRIBUTION EVENTS. Notwithstanding anything herein to the
contrary, a Participant's Salary Reduction contributions shall not be
distributed prior to the Employee's retirement, death, disability, termination
of employment, or hardship, except that a distribution of such amounts may be
made, in accordance with Code section 401(k)(10), upon

     (a) termination of the Plan without establishment of another defined
contribution plan other than an employee stock ownership plan (as defined in
Code section 4975(e) or 409) or a simplified employee pension plan (as defined
in Code section 408(k));

     (b) the disposition by DTE Energy Company (MCN Energy Group Inc. prior to
May 31, 2001), or the Company to an unrelated corporation of substantially all
of the assets (as defined in Code section 409(e)(2)) used in the trade or
business if the Company continues to maintain the Plan after the disposition,
but only with respect to Employees who continue employment with the corporation
acquiring such assets; or

     (c) the disposition by DTE Energy Company (MCN Energy Group Inc. prior to
May 31, 2001) or the Company to an unrelated entity of its interest in a
subsidiary (within the meaning of Code section 409(d)(3)) if the Company
continues to maintain the Plan, but only with respect to Employees who continue
employment with such subsidiary.

     In the case of distributions and separation from employment occurring after
December 31, 2001, a Participant's elective deferrals, qualified nonelective
contributions, qualified matching contributions, and earnings attributable to
these contributions shall be distributed on account of the Participant's
separation from employment. However, such a distribution shall be subject to the
other provisions of the Plan regarding distributions, other than provisions that
require a separation from service before such amounts may be distributed.


                                       46



                           ARTICLE X - ADMINISTRATION

     10.1. PLAN ADMINISTRATION AND INTERPRETATION.

     (a) The Company shall be responsible for the administration of the Plan, or
may designate all or a portion of such responsibility to a committee for such
purposes. The Company shall have all such powers as may be necessary to carry
out the provisions of the Plan and may from time to time establish rules and
procedures for the administration of the Plan and the transaction of the Plan's
business.

     (b) The Company shall have the exclusive right to make any finding of fact
necessary or appropriate for any purpose under the Plan. The Company shall have
the maximum discretion permitted by law to interpret and construe the terms of
the Plan and to resolve all issues arising under the Plan including, but not
limited to the authority to-

          (i) construe disputed or doubtful terms of the Plan;

          (ii) determine the eligibility of an individual to participate in the
     Plan;

          (iii) determine the amount, if any, of benefits to which any
     Participant, former Participant, beneficiary, or other person may be
     entitled under the Plan;

          (iv) determine the timing and manner of payment of benefits; and

          (v) resolve all other issues arising under the Plan.

     To the extent permitted by law, all findings of fact, determinations,
interpretations, and decisions of the Company shall be conclusive and binding
upon all persons having or claiming to have any interest or right under the
Plan.

     The Employers shall, from time to time, on request of the Company, furnish
to the Company such data and information as the Company shall require in the
performance of its duties.

     (c) The Company shall pursuant to regular bi-monthly pay periods, collect
Employee contributions and Employer contributions from each Employer and shall
deliver the amounts collected to the Trustee, together with instructions
concerning the portions of such total amount to be invested in each fund.

     (d) The Company shall direct the Trustee to make payments of amounts to be
distributed or withdrawn from the Trust under Article IX and to make any
transfers from one fund to another directed by Participants under section 6.3.

     10.2. NOTICE TO EMPLOYEES. All notices, reports, and statements given,
made, delivered, or transmitted to a Participant shall be deemed to have been
duly given, made, or transmitted when mailed with postage prepaid and addressed
to the Participant at the address last appearing on the books of the Employer. A
Participant may record any change of his or her address from time to time by
written notice filed with the Employer.


                                       47



     10.3. NOTICES TO EMPLOYERS. Written directions, notices, and other
communications from Participants to the Employers shall be mailed by first class
mail with postage prepaid or delivered to such location as shall be specified
upon the forms prescribed by the Company for the giving of such directions,
notices, and other communications, and shall be deemed to have been received by
the addressee when received at such location. Any other notice to the Employers
shall be addressed-

     (a) If intended for the Company:
         MichCon Investment and Stock Ownership Plan
         c/o Michigan Consolidated Gas Company - 316 G.O.
         2000 Second Avenue, Detroit, Michigan 48226

     (b) If intended for any other Employer, at its principal place of business.

     10.4. PARTICIPANTS' ACCEPTANCE OF THE PROVISIONS OF THE PLAN. Each
Participant at the time of becoming a Participant in the Plan and as a condition
of participation, accepts and agrees to all provisions of the Plan.

     10.5. AUDIT OF PLAN RECORDS. The records of the Company and the records of
the Employers in respect of the Plan shall be examined annually by a firm of
independent public accountants appointed by the Company. Such accountants shall,
on the basis of such examination, make such reports to the Company and to the
Employers as they may request. The audited records of the Company and the
Employers shall be conclusive in respect of all matters involved in the
administration of the Plan.

     10.6. CLAIMS PROCEDURE (EFFECTIVE FOR CLAIMS FILED PRIOR TO JANUARY 1,
2002). If any Participant or distributee believes he or she is entitled to
benefits in an amount greater than those which the Participant or distributee is
receiving or has received, he or she may file a claim with the Plan
Administrator. Such a claim shall be in writing and state the nature of the
claim, the facts supporting the claim, the amount claimed, and the address of
the claimant.

     The Plan Administrator shall review the claim and, within a reasonable
period of time after receipt of the claim, give written notice by registered or
certified mail to the claimant of the decision with respect to the claim. Such
notice shall be written in a manner calculated to be understood by the claimant
and, if the claim is wholly or partially denied, set forth the specific reasons
for the denial, specific references to the pertinent Plan provisions on which
the denial is based, a description of any additional material or information
necessary for the claimant to perfect the claim, and an explanation of why such
material or information is necessary, and an explanation of the claim review
procedure under the Plan.

         The Plan Administrator shall also advise the claimant that the claimant
or his or her duly authorized representative may request a review by the Company
of the denial by filing with the Company, within 65 days after notice of the
denial has been received by the claimant, a written request for such review. The
claimant shall be informed that he or she may have reasonable access to
pertinent documents and submit comments in writing to the Company within the
same 65-day period. If a request is so filed, review of the denial shall be made
by the Company and the claimant shall be given written notice of the Company's
final decision. Such notice shall be


                                       48



provided within 60 days after receipt of such request. Such notice shall include
specific reasons for the decision and specific references to the pertinent Plan
provisions on which the decision is based and shall be written in a manner
calculated to be understood by the claimant.

     10.7. CLAIMS PROCEDURE (EFFECTIVE FOR CLAIMS FILED ON OR AFTER JANUARY 1,
2002).

     (a) Initial Claims.

          (1)  The Plan Administrator shall have full discretion to make all
               determinations as to the right of any person to receive a benefit
               and as to other matters affecting benefits, and shall apply Plan
               provisions consistently with respect to similarly situated
               Employees, Participants, beneficiaries, and other persons
               ("claimants"). Each claimant shall have the right to submit a
               claim with respect to any benefit sought under the Plan, or with
               respect to the claimant's eligibility, vesting, or other factor
               affecting benefits, either personally or through a representative
               duly authorized in writing. All claims shall be submitted in
               writing or electronically to the Plan Administrator and shall be
               accompanied by such information and documentation as the Plan
               Administrator determines is required to make a ruling on the
               claim.

               (2)  Upon receipt of a claim, the Plan Administrator shall
                    consider the claim and shall render a decision, which shall
                    be delivered electronically or mailed to the claimant
                    within:

               (A)  90 days, in the case of a pension benefit; or

               (B)  45 days, in the case of a disability benefit;

          after receipt of the claim, unless matters beyond the control of the
          Plan Administrator require an extension of time for processing the
          claim. If an extension of time is required, a written notice of the
          extension shall be furnished to the claimant prior to the termination
          of the initial review period, which shall explain the special
          circumstances requiring the extension and the date by which the Plan
          Administrator expects to render a decision. In no event shall such
          extension exceed a period of:

               (C)  90 days, in the case of a pension benefit; or

               (D)  30 days, in the case of a disability benefit;

               from the end of the initial period.

               (3)  In the case of a disability benefit, if, prior to the end of
                    the first extended review period, the Plan Administrator
                    determines that, due to matters outside the control of the
                    Plan, a decision cannot be rendered within the extension
                    period, the period for making a


                                       49



                    determination may be extended for an additional 30 days,
                    provided the Plan Administrator notifies the claimant before
                    the expiration of the first extension period of the
                    circumstances requiring the extension and the date the Plan
                    expects to render a decision. In the case of either the
                    first or second extension of the review period, the notice
                    to the claimant must explain the standards on which
                    entitlement to the benefit is based, the unresolved issues
                    that prevent a decision, the additional issues that prevent
                    a decision, and the additional information needed to resolve
                    the issues. The claimant shall have 45 days within which to
                    provide the specified information.

     (b) Denial of Claims. Any notice of a claim denial by the Plan
Administrator shall be provided in writing or electronically, and shall set
forth:

               (1)  the specific reasons for the denial;

               (2)  reference to specific provisions of the Plan upon which the
                    denial is based;

               (3)  a description of any additional material or information
                    necessary for the claimant to perfect his claim along with
                    an explanation of why such material or information is
                    necessary; and

               (4)  explanation of claim review procedures under the Plan and
                    the time limits applicable to such procedures, including a
                    statement of the claimant's right to bring a civil action
                    under ERISA section 502(a) following an adverse benefit
                    determination on review;

     and, if applicable in the case of a disability benefit;

               (5)  the specific rule, guideline, or protocol that was relied on
                    in making the benefit determination, or a statement that the
                    rule, guideline, or protocol will be provided to the
                    claimant free of charge;

               (6)  if the denial is based on a medical necessity or an
                    experimental treatment limit or exclusion, either an
                    explanation of the scientific or clinical judgment for the
                    determination that applies the Plan to the claimant's
                    medical circumstances or a statement that he explanation
                    will be provided free of charge on request;

               (7)  the identity of the medical or vocational experts whose
                    advice was obtained by the Plan Administrator in the process
                    of deciding the claim, regardless of whether the advice was
                    relied upon;

               all written in a manner that may be understood without legal
          counsel.


                                       50



     (c) Review of Denied Claims.

               (1)  A claimant whose claim for benefits has been wholly or
                    partially denied by the Plan Administrator may request a
                    review of such denial. The request for review must be in
                    writing, or electronic, and must be delivered to the Plan
                    Administrator within:

               (A)  90 days, in the case of a pension benefit; or

               (B)  180 days, in the case of a disability benefit;

               following the denial of the claim.

          The request should set forth the reasons why the claimant believes the
          denial of his claim is incorrect. The claimant shall be entitled to
          submit such issues, comments, documents, or records as he shall
          consider relevant to a determination of his claim, without regard to
          whether such information was submitted or considered in the initial
          determination, and may include a request for a hearing in person
          before the Plan Administrator. Prior to submitting his request, the
          claimant shall be provided, upon request and free of charge,
          reasonable access to, and copies of, such documents, records, and
          other information that are relevant to his claim.

               (2)  The claimant may, at all stages of review, be represented by
                    counsel, legal or otherwise, of his choice, provided that
                    the fees and expenses of the claimant's counsel shall be
                    borne by the claimant.

               (3)  In the case of a disability benefit, the review of a denied
                    claim shall be conducted by the Vice President-Human
                    Resources who is neither the individual who made the adverse
                    benefit determination nor a subordinate of that individual.
                    The reviewer shall not give deference to the original
                    adverse determination, and if the claim denial was based in
                    whole or in part on a medical judgment, shall consult with a
                    health care professional who has appropriate training and
                    experience in the field of medicine involved in the medical
                    judgment, but who was not consulted in connection with the
                    original adverse claim determination, or a subordinate of
                    that individual.

               (4)  The decision of the Plan Administrator or the Vice
                    President-Human Resources, as appropriate, with respect to
                    any such review shall be delivered electronically or in
                    writing to the claimant no later than:

               (A)  60 days, in the case of a pension benefit; or

               (B)  45 days, in the case of a disability benefit;


                                       51



          following receipt by the Plan Administrator of the claimant's request,
          unless special circumstances, such as the need to hold a hearing,
          require an extension of time for processing, in which case the Plan
          Administrator shall, before the end of the initial review period, give
          to the claimant written notice of the special circumstances requiring
          the extension and the date by which he expects a decision will be
          rendered. The Plan Administrator must provide the claimant with
          written or electronic notification of the decision on review no later
          than:

               (C)  120 days, in the case of a pension benefit; or

               (D)  90 days, in the case of a disability benefit;

          after receipt of such request. In the case of an adverse benefit
          determination on review, the notification shall set forth the
          information described in paragraph (a)(1) and (2), a statement that
          the claimant is entitled to receive, upon request and at no charge,
          reasonable access to, and copies of, all documents, records, and other
          information relevant to the claim, a description of any voluntary
          appeal procedures offered by the Plan, the claimant's right to obtain
          information about the appeals procedure, his right to bring an action
          under ERISA section 502(a), and, in the case of a disability benefit,
          the statement in DOL Reg. section 2560.503-1(j)(5)(iii).

     (d) Finality of Decisions. The decision of the Plan Administrator or the
Vice President-Human Resources, as appropriate, upon review of any claim under
subsection (c) above shall be binding upon the claimant, his heirs and assigns,
and all other persons claiming by, through or under him.

     10.8. EFFECT OF A MISTAKE. In the event of a mistake or misstatement as to
the eligibility, participation, or service of any Participant, or the amount of
payments made or to be made to a Participant or beneficiary, the Company shall,
if possible, adjust the Plan's records and cause to be withheld or accelerated
or otherwise make adjustment of such amounts of payments as will in its sole
judgment result in the Participant or beneficiary receiving the proper amount of
payments under the Plan.


                                       52



                     ARTICLE XI - AMENDMENT AND TERMINATION

     11.1. AMENDMENT. The Company may at any time and from time to time amend or
modify the Plan by written instrument duly adopted by the Board of Directors of
the Company or by a designee of the Board. Any such amendment or modification
shall become effective on such date as the Company shall determine, may apply to
Participants in the Plan at the time thereof as well as future Participants, but
may not reduce the Plan Account of any Participant as of the date of adoption of
such amendment or modification.

     11.2. WITHDRAWAL. If an Employer shall withdraw from the Plan under section
12.2, or if an Employer shall adopt an amendment to the Plan which shall render
impracticable the continued administration of the Plan as a joint plan of the
several Employers, the Company shall determine the portions of the various funds
held by the Trustee which are applicable to the Participants of such Employer
and shall direct the Trustee to segregate such portions in a separate trust.
Such separate trust shall thereafter be held and administered as a part of the
separate plan of such Employer. After such portions of the funds have been
segregated in a separate trust, no such Participant or any distributee with
respect to such Participant shall have any right to any benefit under the Plan
or any claim against the Trust.

     11.3. TERMINATION. Any Employer may at any time terminate its participation
in the Plan by resolution of its Board of Directors without obtaining the
consent of or giving notice to any Participant or collective bargaining
representative. In the event of any such termination, the Company shall
determine the portions of the various funds held by the Trustee which are
applicable to the Participants of such Employer and shall direct the Trustee to
distribute such portions to such Participants ratably in proportion to the
values of their respective fund accounts; provided, however, amounts
attributable to a Participant's Elective Deferrals shall not be distributed on
account of such termination if the Employer, after such termination, maintains a
defined contribution plan (other than an employee stock ownership plan or a
simplified employee pension). The portions of the Employer Stock Fund so
distributed shall be distributed in kind except that cash shall be distributed
in lieu of fractional shares.

     Upon termination or partial termination of the Plan by any Employer or upon
the complete discontinuance of contributions by any Employer, the benefits under
the Plan of all affected Participants employed or formerly employed by such
Employer shall become nonforfeitable.

     11.4. ALLOCATION OF FUNDS BETWEEN EMPLOYERS. The portion of a fund
applicable to Participants of a particular Employer shall be an amount which
bears the same ratio to the value of the fund which the aggregate value of the
fund accounts of Participants employed by such Employer bears to the total value
of the fund accounts of all Participants.

     11.5. Trust to be Applied Exclusively for Participants and Their
Beneficiaries. Subject to section 13.3, any provision of the Plan to the
contrary notwithstanding, it shall be impossible for any part of the Trust to be
used for or diverted to any purpose not for the exclusive benefit of
Participants and their beneficiaries either by operation or termination of the
Plan, by power of amendment, or by other means.


                                       53



     Notwithstanding the preceding paragraph, if a contribution is made to the
Trust by an Employer by a mistake of fact, then such contribution shall be
returned to such Employer within one year after the payment of the contribution;
and if any part or all of a contribution is disallowed as a deduction under Code
section 404, then to the extent such contribution is disallowed as a deduction
it shall be returned to such Employer within one year after the disallowance.
All Employer contributions are conditioned upon their deductibility under Code
section 404.


                                       54



              ARTICLE XII - PARTICIPATION BY AFFILIATED COMPANIES

     12.1. ADOPTION OF THE PLAN. Any Affiliated Company may become a
participating Employer under the Plan by (a) taking such corporate action as
shall be necessary to adopt the Plan, and (b) executing and delivering such
instruments and taking such other action as may be necessary or desirable to put
the Plan into effect with respect to such Affiliated Company.

     The Plan shall become effective with respect to each particular Affiliated
Company as of a date to be determined by the Board of Directors of such Employer
after complying with all legal requirements pertaining to the participation of
such Employer in the Plan.

     12.2. WITHDRAWAL FROM THE PLAN. Any Employer may withdraw from
participation in the Plan at any time by filing with the Company a duly
certified copy of a resolution of its Board of Directors to that effect and
giving notice of its intended withdrawal to the Company, the other Employers,
and the Trustee at least 30 days prior to the effective date of withdrawal.

     12.3. COMPANY AS AGENT FOR EMPLOYERS. Each Employer other than the Company,
hereby appoints, and each other corporation which shall become an Employer
pursuant to section 12.1 or 13.7 by so doing shall be deemed to have appointed
the Company its agent to exercise on its behalf all of the powers and
authorities hereby conferred upon the Employers by the terms of the Plan,
including, but not by way of limitation, the power to amend, restate, and
terminate the Plan. The authority of the Company to act as agent shall continue
unless and until the portion of the Trust fund held for the benefit of Employees
of the particular Employer and their beneficiaries is set aside in a separate
trust as provided in section 11.2.


                                       55



             ARTICLE XIII - SPECIAL PROVISIONS RELATING TO THE ESOP

     13.1. ESTABLISHMENT OF ESOP. The MichCon Employee Stock Ownership Plan for
Union Employees was originally established effective as of April 1, 1989. Each
Employer shall make contributions to the ESOP in accordance with section 4.3
hereof and the assets of the ESOP shall be invested at all times primarily in
Employer Stock. The Company from time to time may direct the Trustee to incur
debt in accordance with section 13.4 hereof to finance the acquisition of
Employer Stock.

     13.2. ESOP ACCOUNT. The Company shall establish an ESOP Account in the name
of each Participant to which there shall be credited or charged:

     (a) the Employer contributions under section 4.3(a), (c) and (d) hereof
made on behalf of such Participant;

     (b) the shares allocated to the Participant pursuant to section 13.4(d)
hereof; and

     (c) the investment gains and losses on such amounts.

          Subject to Article XV, a Participant's ESOP Account shall be invested
          only in the Employer Stock Fund.

     13.3. LOANS.

     (a) Stock Acquired with Exempt Loan. The Company may direct the Trustee to
incur a loan on behalf of the ESOP in a manner and under conditions which will
cause the loan to qualify as an "exempt loan" within the meaning of Code section
4975(d)(3). A loan shall be used primarily for the benefit of Participants and
their beneficiaries. The proceeds of each such loan shall be used, within a
reasonable time after the loan is obtained, only to purchase Employer Stock, to
repay the loan, or to repay any prior loan.

     Any such loan shall provide for a reasonable rate of interest and an
ascertainable period of maturity, and shall be without recourse against the
Plan. Any such loan shall be secured solely by shares of Employer Stock acquired
with the proceeds of the loan and shares of Employer Stock that were used as
collateral on a prior loan which was repaid with the proceeds of the current
loan. Employer Stock acquired with the proceeds of a loan, including shares
pledged as collateral, shall be placed in a Suspense Account and released in
accordance with subsection (b) below as the loan is repaid as if all shares in
the Suspense Account were pledged. Employer Stock released from the Suspense
Account shall be allocated in the manner described in subsection (d) below.

     No person entitled to payment under a loan made pursuant to this section
13.3 shall have recourse against any assets of the Plan other than the Employer
Stock used as collateral for the loan, Employer contributions under section 4.3
that are available to meet obligations under the loan, and earnings attributable
to such collateral and the investment of such contributions. Employer
contributions under section 4.3(b) made with respect to any Plan Year during
which the loan remains unpaid, and earnings on such contributions, shall be
deemed available to meet


                                       56



obligations under the loan, unless otherwise provided by the Employer at the
time such contributions are made.

     (b) Release of Pledged Shares. Any pledge of Employer Stock as collateral
under this section 13.4 shall provide for the release of shares so pledged upon
the payment of any portion of the principal of the loan. Shares so pledged shall
be released in the proportion that the principal paid on the loan bears to the
total principal amount of the loan, as provided in Treasury Regulation
54.4975-7(b)(8)(ii). The number of shares of Employer Stock that shall be
released with each principal payment on the loan shall be equal to the number of
shares of Employer Stock held as collateral on the loan immediately prior to the
release multiplied by a fraction the numerator of which is the amount of
principal of the loan repaid on such date and the denominator of which is the
sum of the numerator plus the remaining outstanding principal amount of the loan
after giving effect to the repayment of principal of the loan on such date. Each
loan under this section 13.4 shall comply with the requirements of Treasury
Regulation 54.4975-7(b)(8)(ii). If such a loan provides for monthly principal
payments, shares of Employer Stock shall be released monthly.

     (c) Repayment of Loan. Payments of principal and interest on any loan under
this section 13.4 shall be made by the Trustee at the direction of the Company
solely from-

          (i) the proceeds of such loan, if any portion of such proceeds are
     used for such purpose within a reasonable period of time after the loan is
     obtained as provided in section 13.4(a) above;

          (ii) Employer contributions under section 4.3(b) available to meet
     obligations under the loan;

          (iii) earnings from the investment of such contributions;

          (iv) earnings attributable to Employer Stock acquired with the
     proceeds of such loan, whether allocated or unallocated;

          (v) the earnings on other allocated shares of Employer Stock held by
     the ESOP if the Internal Revenue Service, by private letter ruling, advises
     the Company that the use of such earnings to repay the loan will be
     deductible under Code section 404(k)(2)(C) and will not violate the
     requirements of Code section 4975; and

          (vi) the proceeds of a subsequent loan made to repay the loan.

     The contributions and earnings available to pay a loan must be accounted
for separately by the Company until all loans under this section 13.4 have been
paid. If dividends on Employer Stock allocated to the ESOP Account of any
Participant are used to repay any loan, shares of Employer Stock with a fair
market value not less than the amount of such dividends shall be allocated in
accordance with section 4.3(c) to the ESOP Account of such Participant prior to
the end of the Plan Year during which (but for the use of the dividends to repay
the loan) such dividend would have been allocated to the ESOP Account of such
Participant.


                                       57



     (d) Allocation of Released Shares. Subject to the limitations in section
4.10 on Annual Additions to a Participant's accounts, shares of MCN Stock
released from a Suspense Account described in section 13.4(a) shall be allocated
immediately to the ESOP Accounts of each Participant in the proportion that the
contribution that would be required to be made on behalf of such Participant
under section 4.3(a)(i) for the applicable period if no shares were allocated
under section 4.3(a)(ii) during such period bears to the total of all Employer
contributions that would be required under section 4.3(a)(i) hereof for the
applicable period if no shares were allocated under section 4.3(a)(ii) during
such period.

     13.4. DIVERSIFICATION. Any Participant or any former Participant whose
distribution has been deferred pursuant to section 9.7(a), who, in either case,
has completed at least ten years of participation in the Plan, and who has
attained the age of 55 is a "Qualified Participant." Any Qualified Participant
shall have the right to make an election to direct the investment of the
restricted portion of his or her ESOP Account. Such a Participant may elect
within 90 days after the close of each Plan Year in the six plan-year period
beginning with the first Plan Year in which the individual becomes a Qualified
Participant to diversify 25 percent of the restricted portion of his or her ESOP
Account, less any amount to which a prior election applies. In the case of the
last year to which an election applies, 50 percent shall be substituted for 25
percent.

     The portion of a Qualified Participant's ESOP Account that is eligible for
diversification may be invested in any investment funds under the Plan, in any
combination thereof.

     13.5. PUT OPTION. If Employer Stock becomes not readily tradable on an
established market, then any Participant who is otherwise entitled to a
distribution of his or her ESOP Account, shall have the right (hereinafter
referred to as "Put Option") to require that his or her Employer repurchase any
Employer Stock allocated to the Participant's ESOP Account under a fair
valuation formula. The Put Option shall be exercisable only by written notice to
the Participant's Employer during the 60-day period immediately following the
date of distribution and if the Put Option is not exercised within such 60-day
period, then it can be exercised for an additional period of 60 days in the
following Plan Year. The period during which the Put Option is exercisable shall
not include any time when a Participant is unable to exercise it because his or
her Employer is prohibited from honoring it by applicable federal or state law.
This Put Option shall be nonterminable within the meaning of Treasury Regulation
54.4975-(11)(a)(ii).

     The amount paid for Employer Stock under the Put Option shall be paid in
substantially equal periodic payments (not less frequently than annually) over a
period beginning not later than 30 days after the exercise of the Put Option and
not exceeding five years. There shall be adequate security provided and
reasonable interest paid on the unpaid balance due under this section 13.5.

     13.6. PURCHASE OF EMPLOYER STOCK. The ESOP may acquire shares of Employer
Stock on a national securities exchange, from the Company or any Affiliated
Company or otherwise; provided, however, that if any shares of Employer Stock
are purchased from the Company or any Affiliated Company, the price shall not
exceed an amount which constitutes adequate consideration (as defined in ERISA
section 3(18) and any Regulations thereunder) and such purchase shall satisfy
all other requirements of ERISA and the Code applicable to such purchases.
Except as provided in section 13.5 or as otherwise required by applicable law,
no


                                       58



shares of Employer Stock acquired by the ESOP shall be subject to a put, call,
or other option, or buy-sell or similar arrangement while held by and when
distributed from the Plan, whether or not any part of the Plan is then an ESOP.
The protection afforded to Participants in the preceding sentence is
nonterminable within the meaning of Treasury Regulation section
54.4975.11(a)(ii).


                                       59



                           ARTICLE XIV - MISCELLANEOUS

     14.1. BENEFICIARY DESIGNATION. Subject to the provisions of this section
14.1, each Participant shall have the right to designate a beneficiary or
beneficiaries to receive any distribution to be made under section 9.1 upon the
death of such Participant, or, in the case of a Participant who dies subsequent
to termination of employment but prior to the distribution of the entire amount
to which he or she is entitled to receive under the Plan, any undistributed
balance to which such Participant would have been entitled.

     In the event of the death of a Participant whose spouse survives the
Participant, the beneficiary of the Participant shall be his or her surviving
spouse unless such spouse has consented in writing to the designation of another
beneficiary or beneficiaries. Any such written consent shall acknowledge the
effect of such election and shall be witnessed by a notary public or by a
representative of the Company who is designated to act in such capacity by the
Company. In the event a Participant dies without a surviving spouse, or, in the
event the surviving spouse of a Participant has executed the written consent
herein above described, any distributions to be made under section 9.1 upon the
death of the Participant shall be made to the Participant's designated
beneficiary or beneficiaries. If the Participant establishes to the satisfaction
of the Company or its designated representative that such written consent cannot
be obtained because his or her spouse cannot be located, the requirement of such
written consent shall be waived.

     If no beneficiary has been named by a Participant who dies without a
surviving spouse or if the beneficiary designated by such a Participant or by a
Participant whose surviving spouse has executed the written consent hereinabove
described has predeceased the Participant or such designated beneficiary has
died prior to complete disbursement of the Participant's Plan Account, the value
of the Participant's account, or the undistributed portion thereof, shall be
paid by the Trustee at the direction of the Company-

     (a) to the surviving spouse of such deceased Participant, if any;

     (b) if there shall be no surviving spouse, to the surviving children of
such deceased Participant, if any, in equal shares;

     (c) if there shall be no surviving spouse or surviving children, to the
executors or administrators of the estate of such deceased Participant; or

     (d) if no executor or administrator shall have been appointed for the
estate of such deceased Participant, to the person or persons who would be
entitled to the personal estate of such deceased Participant under the laws of
his or her state of domicile if the Participant had died leaving no will.

     In the event that a Participant and his spouse die under circumstances such
that it is not clear whether the spouse survived the Participant, the
Participant shall be presumed to have survived the spouse.

     14.2. INCOMPETENCY. Any distribution under this Plan which is payable to a
beneficiary who is a minor or to a Participant or beneficiary who, in the
opinion of the Company, is unable to manage his or her affairs by reason of
illness or mental incompetency, may be made


                                       60



to or for the benefit of any such Participant or beneficiary in such of the
following ways as the Company shall direct:

     (a) Directly to any such minor beneficiary, if, in the opinion of the
Company, he is able to manage his affairs;

     (b) To the legal representative of any such Participant or beneficiary; or

     (c) To some near relative of any such Participant or beneficiary to be used
for the latter's benefit.

     14.3. EXPENSES. Except as otherwise provided in the Plan, all costs and
expenses incurred in administering the Plan, including the expenses of the
Company, the fees and expenses of the Trustee, the fees of its counsel, and
other administrative expenses, shall be borne by the Employers in such
proportions as the Company shall determine to be equitable and proper having
regard to the nature of the particular expense.

     14.4. NONASSIGNABILITY. Except as may be required to comply with a
qualified domestic relations order (as defined in Code section 414(p)), or with
a judgment, order, or decree issued on or after August 5, 1997 requiring the
offset of a Participant's vested Account against the amount a Participant or
former Participant is required to pay to the Plan when the Participant has
committed a breach of fiduciary duty to, or a criminal act against, the Plan, it
is a condition of the Plan, and all rights of each Participant shall be subject
thereto, that no right or interest of any Participant in the Plan or in a Plan
Account shall be assignable or transferable in whole or in part, either directly
or by operation of law or otherwise, including, but not by way of limitation,
execution, levy, garnishment, attachment, pledge, or bankruptcy but excluding
devolution by death or mental incompetency, and no right or interest of any
Participant in the Plan or in his or her Plan Account shall be liable for, or
subject to, any obligation or liability of such Participant.

     14.5. EMPLOYMENT NONCONTRACTUAL. The Plan confers no right upon any
Employee to continue in employment.

     14.6. MERGER OR CONSOLIDATION WITH ANOTHER PLAN. A merger or consolidation
with, or transfer of assets or liabilities to, any other plan shall not be
effected unless the terms of such merger, consolidation, or transfer are such
that each Participant, distributee, beneficiary, or other person entitled to
receive benefits from the Plan would, if the Plan then terminated, receive a
benefit immediately after the merger, consolidation, or transfer which is equal
to or greater than the benefit such person would have been entitled to receive
immediately before the merger, consolidation, or transfer if the Plan had then
terminated.

     If any other plan shall be merged into and become a part of this Plan, each
Participant or the person entitled to receive a benefit under such other plan
shall be entitled to receive a benefit under this Plan which is equal to the
benefit such person would have been entitled to receive had such other plan
terminated immediately before the merger.

     14.7. CONTINUANCE BY A SUCCESSOR. In the event that any Employer
corporation shall be reorganized by way of merger, consolidation, transfer of
assets, or otherwise, so that another Affiliated Company shall succeed to all or
a portion of such Employers' business, such successor


                                       61



corporation, with the consent of each other participating Employer, may be
substituted for such Employer under the Plan by adopting the Plan and becoming a
party to the Trust Agreement. Employee contributions and Employer contributions
shall be automatically suspended from the effective date of any such
reorganization until the date upon which the substitution of such successor
corporation for the Employer under the Plan becomes effective. If, within 90
days from the effective date of any such reorganization, such successor
corporation shall not have become a party to the Plan, or, if the Employer shall
adopt a plan of complete liquidation other than in connection with a
reorganization, the Plan shall be automatically terminated with respect to
Employees of such Employer as of the close of business on the ninetieth day
following the effective date of such reorganization or as of the close of
business on the date of adoption of such plan of complete liquidation, as the
case may be, and the Trustee shall distribute the portion of the Trust
applicable to Participants of such Employer in the manner provided in section
11.3.

     14.8. USERRA RIGHTS. Notwithstanding any provision of the Plan to the
contrary, effective December 12, 1994, contributions, benefits and service
credit with respect to qualified military service will be provided in accordance
with Code Section 414(u), to the extent applicable. Loan repayments will be
suspended under this Plan as permitted under Code Section 414(u).

     14.9. CONSTRUCTION. Unless the context clearly requires otherwise-

     (a) the masculine pronoun whenever used shall include the feminine, the
singular shall include the plural, and vice versa, and

     (b) headings of Articles and sections herein are included solely for
convenience, and if there is any conflict between such headings and the text of
the Plan, the text shall control.


                                       62



        ARTICLE XV - REDESIGNATION OF ESOP AND DISTRIBUTION OF DIVIDENDS

     This Article XV designates that part of the non-ESOP portion of the Plan
which is invested in the Employer Stock Fund becomes part of the ESOP portion of
the Plan. This Article XV also sets forth certain provisions regarding the
operation of the ESOP portion of the Plan, such provisions to supersede any
contrary provisions of the Plan. This Article XV (including provisions regarding
distribution of dividends) shall become effective as of January 1, 1998 with
regard to dividends distributed on or after that date.

     Except as specifically provided in this Article XV, the provisions of this
Article XV, including the redesignation of the ESOP portion of the Plan
described herein, shall not affect any beneficiary designations or any other
applicable agreements, elections, or consents that Participants, spouses, or
beneficiaries validly executed under the terms of the Plan before the execution
date of the Plan amendment which first adopts this Article XV, and such
designations, agreements, elections and consents shall continue to apply in the
same manner as they did prior to such amendment.

     The ESOP, as set forth in this Article XV, is intended to meet with
requirements of an employee stock ownership plan, as defined in section
4975(e)(7) of the Code and the accompanying regulations, and section 407(d)(6)
of ERISA. As provided below, the ESOP is designed to invest primarily in
qualifying employer securities of DTE Energy Company (MCN Energy Group Inc.
prior to June 1, 2001).

     15.1. REDESIGNATION OF ESOP PORTION OF PLAN. Effective as of January 1,
1998, the ESOP portion of the Plan shall consist of the ESOP Account of each
Participant plus the remaining part of each Participant's Plan Account that is
invested in the Employer Stock Fund. The put option provisions of section 13.6
shall apply to the entire ESOP portion of the Plan. However, only a
Participant's ESOP Account shall be subject to the restrictions described in the
first sentence of section 6.3.

     15.2. ALLOCATION OF INVESTMENT PLAN ACCOUNT BALANCES TO ESOP PORTION OF
PLAN. All amounts contributed, transferred or designated as allocable to the
Investment Plan Account of any Participant shall be treated as part of the ESOP
portion of the Plan to the extent the Participant has directed the investment of
such amounts in the Employer Stock Fund in accordance with Article VI of the
Plan.

     15.3. DISTRIBUTION OF DIVIDENDS ON EMPLOYER STOCK. At the direction of the
Company exercised in its sole discretion, the Trustee will, after dividends are
paid on Employer Stock held in the Trust, but in no event later than 90 days
following the end of the Plan Year in which such dividends are paid (to the
extent such dividends are not used to make payment on an exempt loan as provided
for in section 3.4(c) of the Plan), either (i) distribute to Participants such
portion of the dividends attributable to the interests in Employer Stock held in
their Plan Accounts (or, if so determined by the Company, their ESOP Accounts)
as described below or, (ii) arrange to have such dividends distributed directly
to Participants by the Employer, or (iii) arrange to have such dividends
distributed to Participants by a dividend disbursement agent selected by the
Company. In its sole discretion, the Company may direct the Trustee to have such
dividends distributed only to Participants who elect (or fail not to elect) to
receive such dividend distributions in


                                       63



accordance with forms and procedures established by the Company (which such
procedures may apply to all Participants, or solely to a group or groups
determined by the Company). Further, in its sole discretion, the Company may
establish procedures that would permit Participants to elect to have dividends
distributed to them in a single sum rather than over periods that might
otherwise be determined by the Company to correspond with Employer payroll
practices.

     The distribution of dividends on Employer Stock held in a Participant's
Plan Account (or, if so determined by the Company, a Participant's ESOP Account)
shall be in an amount equal to all of the dividends paid on the Employer Stock
held in such Participant's Plan Account (or, if so determined by the Company, a
Participant's ESOP Account).

                              * * * * * * * * * * *

     The MICHCON INVESTMENT AND STOCK OWNERSHIP PLAN is hereby executed on
February ___, 2002.

                                        MICHIGAN CONSOLIDATED GAS COMPANY


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

Witness

Its:
     --------------------------------


                                       64

EX-12.6

                                                                               .
                                                                               .
                                                                               .

                                                                    Exhibit 12-6

                       MICHIGAN CONSOLIDATED GAS COMPANY
                COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES


                                                          Twelve Months Ended December 31
                                      ----------------------------------------------------------------------
                                         2005         2004            2003            2002          2001
                                      ----------   -----------     -----------     -----------   -----------
                                                                                  
(Millions of Dollars)
Earnings:
    Pretax earnings..............     $       (1)   $       10     $        45     $        32   $       (66)
       Adjustments...............              2            (3)              -               -             -
       Fixed charges.............             59            59              58              62            61
                                      ----------   -----------     -----------     -----------   -----------
Net earnings                          $       60    $       66     $       103     $        94   $        (5)
                                      ----------    ----------     -----------     -----------   -----------
Fixed charges:
    Interest expense.............     $       57    $       57     $        57     $        60   $        59
       Adjustments...............              2             2               1               2             2
                                      ----------    ----------     -----------     -----------   -----------
Fixed charges                         $       59    $       59     $        58     $        62   $        61
                                      ----------    ----------     -----------     -----------   -----------

Ratio of earnings to fixed charges          1.02          1.12            1.77            1.53   $       (66)
                                      ==========   ===========     ===========     ===========   ===========




- ----------
(1)   The earnings for the twelve-month period ended December 31, 2001 were not
      adequate to cover fixed charges. The amount of the deficiency was
      $66,432,000. The Ratio of Earnings to Fixed Charges excluding unusual
      charges would have been 1.62.

EX-23.5

                                                                    Exhibit 23-5
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement No.
333-124169 on Form S-3 of our report dated March 7, 2006, relating to the
financial statements and financial statement schedule of Michigan Consolidated
Gas Company (which report expresses an unqualified opinion and includes an
explanatory paragraph relating to the change in the method of accounting for
asset retirement obligations in 2005), appearing in the Annual Report on Form
10-K of Michigan Consolidated Gas Company for the year ended December 31, 2005.

/S/ DELOITTE & TOUCHE LLP

Detroit, Michigan
March 7, 2006

EX-31.21

Exhibit 31-21

SECTION 302 CERTIFICATION

I, Anthony F. Earley, Jr., certify that:

1.	I have reviewed this annual report on Form 10-K of Michigan Consolidated Gas Company;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.	(Intentionally omitted)
c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ ANTHONY F. EARLEY, JR.	Date: March 7, 2006
Anthony F. Earley, Jr.
Chairman of the Board and Chief Executive
Officer of
Michigan Consolidated Gas Company

EX-31.22

Exhibit 31-22

SECTION 302 CERTIFICATION

I, David E. Meador, certify that:

1.	I have reviewed this annual report on Form 10-K of Michigan Consolidated Gas Company;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.	(Intentionally omitted)
c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.	All significant deficiencies and material weaknesses in the design or operation of internal controlover financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ DAVID E. MEADOR	Date: March 7, 2006
David E. Meador
Executive Vice President and
Chief Financial Officer of
Michigan Consolidated Gas Company

EX-32.21

Exhibit 32-21

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report on Form 10-K of Michigan Consolidated Gas Company (the “Company”) for the year ended December 31, 2005, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Anthony F. Earley, Jr., certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: March 7, 2006	/s/ ANTHONY F. EARLEY, JR.
	Anthony F. Earley, Jr.
	Chairman of the Board and Chief Executive
	Officer of
	Michigan Consolidated Gas Company

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.22

Exhibit 32-22

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report on Form 10-K of Michigan Consolidated Gas Company (the “Company”) for the year ended December 31, 2005, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, David E. Meador, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: March 7, 2006	/s/ DAVID E. MEADOR
	David E. Meador
	Executive Vice President and
	Chief Financial Officer of
	Michigan Consolidated Gas Company

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.