DTE ENERGY COMPANY EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN

Exhibit 10-75

DTE ENERGY COMPANY

EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN

Amended and Restated Effective January 1, 2005

TABLE OF CONTENTS

Appendix A — MSBP Document
Appendix B — Frozen MSBP Participants
Appendix C — Grandfathered MSBP Participants
Appendix D — Grandfathered SDRIP Participants
Appendix E — Grandfathered SDRIP Participants — 100% Vested as of June 1, 2002
Appendix F — Key Employe Deferred Compensation Plan Document

DTE ENERGY COMPANY
EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN

Amended and Restated Effective January 1, 2005

PREAMBLE

     Benefits under the DTE Energy Company Executive Supplemental Retirement Plan (“Plan”) are available to designated executives and key management employees of DTE Energy Company and its Affiliated Companies. DTE Energy Company has established this Plan to benefit executives of DTE Energy Company and its Affiliated Companies in a manner that will be in the best interest of DTE Energy Company and its shareholders.

     The Plan replaced The Detroit Edison Company Management Supplemental Benefit Plan (“MSBP”), and all benefits under the MSBP were transferred to the Plan as of January 1, 2001. The Plan provides executives who are Grandfathered MSBP Participants (other than Frozen MSBP Participants) as of January 1, 2001, the opportunity upon termination to choose to have their benefit from the Plan calculated under the provisions of the MSBP, as modified by this Plan, or the provisions of this Plan. The MSBP is included as Appendix A. The provisions set forth in Appendix A continue to apply unless specifically modified under the provisions of the Plan.

     The Plan also replaced the MCN Energy Group Supplemental Death Benefit and Retirement Income Plan (“SDRIP”), and all benefits under the SDRIP for active Grandfathered SDRIP Participants were transferred to the Plan as of June 1, 2002.

     The Plan also replaced the Key Employee Deferred Compensation Plan (“KEDC”) which is attached as Appendix F.

     Any employee who was a participant in the MSBP, SDRIP or KEDC and:

shall continue to be paid (or shall be paid) benefits under the provisions of such prior plan.

SECTION 1.
TITLE, PURPOSE AND EFFECTIVE DATE

     1.01. Title . The title of this Plan shall be the “DTE Energy Company Executive Supplemental Retirement Plan” and shall be referred to in this document as the “Plan.”

     1.02. Purpose . The purpose of the Plan is to promote the success of DTE Energy Company (hereinafter referred to as “DTE”) by providing the ability to attract and retain certain executives by providing such designated executives with additional retirement benefits.

          It is intended that this Plan provide deferred compensation for “a select group of management or highly compensated employees” within the meaning of sections 201, 301 and 401 of the Employee Retirement Income Security Act of 1974, as amended (hereinafter referred to as “ERISA”) and, therefore, to be exempt from the provisions of Parts 2, 3 and 4 of Title I of ERISA.

     1.03. Effective Date . The Plan was originally effective January 1, 2001. This amendment and restatement of the Plan is effective January 1, 2005, unless a different effective date is specified for a particular provision.

     1.04 Compliance with Code Section 409A . The Plan is being amended and restated effective January 1, 2005 to comply with the requirements of Code Section 409A solely with respect to benefits accrued and vested after December 31, 2004. It is intended that all Plan benefits accrued and vested as of December 31, 2004 are not subject to Code Section 409A. Only Plan benefits accrued and vested after January 1, 2005 are subject to Code Section 409A. Any inconsistency or ambiguity in this amended and restated Plan document is to be construed consistent with this Section 1.04.

          As permitted by the Treasury Regulations promulgated under Code Section 409A and guidance issued by the Internal Revenue Service, the Plan has been administered in compliance with applicable guidance under Code Section 409A in effect after December 31, 2004 before the adoption of this amended and restated Plan document.

SECTION 2.
DEFINITIONS

     The following words and terms, as used in this Plan, shall have the meanings set forth below, unless a clearly different meaning is required by the context in which the word or phrase is used.

     2.01. “Account” means, except as to a Frozen MSBP Participant’s Benefit, the hypothetical record or bookkeeping entry maintained by the Company reflecting each Participant’s Opening Balance (if any), Compensation Credits, Discretionary Contributions (effective October 30, 2006), credited earnings and losses, and distributions under the Plan. The term “Account” should not be construed as an actual segregation of assets for the benefit of any particular Participant.

     2.02. “Affiliated Company” means any corporation while such corporation is a member of the same controlled group of corporations (within the meaning of Code section 414(b)) as DTE or any other employing entity while such entity is under common control (within the meaning of Code section 414(c)) with DTE.

     2.03. “Anniversary Year” means the 12-month period of active service beginning with the date an employee is originally designated a Participant. For purposes of a Grandfathered MSBP Participant, an Anniversary Year means the 12-month period beginning with the date an employee was named a Group I or II participant in the MSBP.

     2.04. “Annual Cash Bonus” means the compensation payable in the Plan Year under the DTE Energy Company Annual Incentive Plan, any similar annual incentive plan of an Affiliated Company, or any successor plans thereto.

     2.05. “Base Salary” means base salary payable prior to reduction for any pre-tax deferrals under Code sections 125, 129 or 401(k) and prior to reduction for any payroll deduction for taxes or any other purpose. “Base Salary” shall exclude any bonus, long-term awards, fringe benefit or other form of remuneration.

     2.06. “Beneficiary” means the person, persons or entity designated in writing by the Participant, on forms provided by the Company, to receive distribution of certain death benefits payable under the Plan in the event of the Participant’s death.

     2.07. “Board” means the Board of Directors of DTE Energy Company.

     2.08. “Cash Balance Plan” means any cash balance defined benefit plan maintained by the Company or an Affiliated Company which is intended to be qualified under Code section 401(a).

     2.09. “Code” means the Internal Revenue Code of 1986, as amended, and any regulations issued thereunder. References to any section or subsection of the Code includes reference to any comparable or succeeding provisions of any legislation which amends, supplements or replaces such section or subsection.

     2.10. “Committee” means the Organization and Compensation Committee of the Board. The Committee is responsible for the administration of the Plan and may delegate such administrative responsibilities under this Plan.

     2.11. “Company” means DTE Energy Company or its successors and assigns.

     2.12. “Company’s Accountants” means the independent accountant or accountants engaged by the Company and, if selected or changed following a Change in Control, approved by the trustee of the trust established in accordance with Section 14.

     2.13. “Company’s Actuaries” means the independent actuary or actuaries engaged by the Company and, if selected or changed following a Change in Control, approved by the trustee of the trust established in accordance with Section 14.

     2.14. “Compensation” means a Participant’s Base Salary plus Annual Cash Bonus.

     2.15. Before January 1, 2006, “Compensation Credit” means an amount equal to 9% of the Participant’s Compensation. Such credit shall be computed and credited to the Participant’s Account on a monthly basis as of the last business day of each month. In order to receive a Compensation Credit for a given month, the Participant must be actively employed by the Company or Affiliated Company on such last business day of the month.

     Effective January 1, 2006, “Compensation Credit” means:

          (a) an amount equal to 10% of the Participant’s Compensation for a Participant who is the DTE Chief Executive Officer, the DTE Chief Operating Officer, or in Executive Group 1 or 2;

          (b) an amount equal to 9% of the Participant’s Compensation for a Participant who is in Executive Group 3;

          (c) an amount equal to 9% of the Participant’s Compensation for a Participant who is in Executive Group 4 and who was a Participant as of December 31, 2005;

          (d) an amount equal to 7% of the Participant’s Compensation for a Participant who is in Executive Group 4 and who first became a Participant after December 31, 2005; and

          (e) an amount equal to 5% of the Participant’s Compensation for a Participant who is in Executive Group 5.

     Before April 1, 2007, the credit will be computed and credited to the Participant’s Account on a monthly basis as of the last business day of each month. In order to receive a Compensation Credit for a given month, the Participant must be actively employed by the Company or Affiliated Company on the last business day of that month.

     Effective April 1, 2007, the credit will be computed and credited to the Participant’s Account at the end of each payroll period.

     2.15A Effective October 30, 2006, “Discretionary Contribution” means a credit to a Participant’s Account in addition to Compensation Credits. A Discretionary Contribution will be stated as a percentage of a Participant’s Compensation or as a lump sum amount. All Discretionary Contributions must be approved by the Committee.

     2.16. “DTE” means DTE Energy Company or its successors and assigns.

     2.17. “ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and any regulations issued thereunder. References to any section or subsection of ERISA includes references to any comparable or succeeding provisions of any legislation that amends, supplements or replaces such section or subsection.

     2.17A Effective January 1, 2006, “Executive Group” is the grouping of executives to which a Participant is assigned by the Company for purposes of determining the Participant’s compensation level, incentive targets, and executive benefit eligibility.

     2.18. “FICA” means the tax applied under the Federal Insurance Contributions Act as set forth in Chapter 21, Subtitle C, of the Code, and any regulations issued thereunder.

     2.19. “Frozen MSBP Participant” means an employee of DTE on December 31, 2000 who was participating in the MSBP on December 31, 2000 and is included in Appendix B.

     2.20. “Frozen MSBP Participant’s Benefit” means the value of the Participant’s MSBP benefit. Such benefit shall be calculated in accordance with section 5.01. In order to receive this benefit, the Participant must have attained age 55 and have completed at least 10 years of Company service upon termination, retirement, disability or death.

     2.21. “Grandfathered MSBP Participant” means an active employee of DTE on December 31, 2000 who was participating in the MSBP on December 31, 2000 and is included in Appendix C.

     2.22. “Grandfathered MSBP Retiree” means a former employee of DTE or an Affiliated Company who, on December 31, 2000, was a retired participant receiving benefits from the MSBP. The benefits payable to a Grandfathered MSBP Retiree shall be identical in all respects to the participant’s benefit under the MSBP.

     2.23. “ Grandfathered SDRIP Participant” means an active executive who was participating in the SDBRIP on May 31, 2002 and is included in Appendix D or E.

     2.24. “Grandfathered SDRIP Nonactive Participant” means a former employee of DTE or MCN Energy Group who, on May 31, 2002, was a terminated participant receiving or eligible to receive benefits from the SDRIP. The benefits payable to a Grandfathered SDBRIP Retiree shall be identical in all respects to the participant’s benefit under the provisions of the SDRIP.

     2.25. “Investment Credit” means the hypothetical earnings, gains or losses posted to the Participant’s Account as if the Participant’s Account was invested in specific investment funds, as directed by the Participant, that reflect the funds offered under the DTE Energy Company Savings and Stock Ownership Plan, or its successor thereto. Prior to January 1, 2001, the Investment Credit will be equal to 7% per year, compounded monthly. From January 1, 2001 through November 1, 2002 or the conversion to a third-party administrator, the Investment Credit will be equal to 9.5% per year, compounded monthly.

     2.26. “Opening Balance” means:

          (a) With respect to a Grandfathered MSBP Participant, the hypothetical value that would have accumulated if the ESRP had been in effect for such participant from the date he/she was named a Group I or II participant in the MSBP through January 1, 2001 (“Transition

Period”). For purposes of the Compensation Credits during such Transition Period only, the term Compensation shall mean base pay, lump sums in lieu of annual base pay increases, and amounts awarded under the Shareholder Value Improvement Plan (‘SVIP’) and the Executive Incentive Plan (‘EIP’). SVIP and EIP awards for years before 1994 will be treated as paid in full on the date the first payment was made; otherwise, SVIP and EIP awards will be included on the date of payment. Compensation includes amounts deferred under any qualified or nonqualified deferred compensation plan sponsored by DTE or any Affiliated Company. An Investment Credit equal to 7% per year, compounded monthly, shall be applied until December 31, 2000 and 9.5% per year compounded monthly from January 1, 2001 to the later of November 1, 2002 or the conversion to a third-party administrator.

          (b) With respect to a Grandfathered SDRIP Participant, the value of such participant’s SDRIP account as of May 31, 2002 under Option A of the SDRIP present valued at a 7% discount rate, plus Compensation Credits and Investment Credits from June 1, 2002 until the later of November 1, 2002 or the conversion to a third-party administrator.

          (c) With respect to a Participant who is not a Grandfathered MSBP or SDRIP Participant hired prior to the later of November 1, 2002 or the date of conversion to a third-party administrator, an amount equal to Compensation Credits and Investment Credits until the later of November 1, 2002 or the conversion to a third-party administrator.

     2.27. “Participant” means an executive of DTE or an Affiliated Company who has been designated by the Committee as eligible to participate in the Plan.

     2.28. “Plan” means the DTE Energy Company Executive Supplemental Retirement Plan, as described herein and as amended.

     2.29. “Plan Year” means the period beginning January 1 and ending December 31 of each year.

     2.29A “Post-2004 Benefit” means:

          (a) With respect to a Frozen MSBP Participant or a Grandfathered MSBP Participant, the portion of the MSBP benefit in excess of the Pre-2005 Benefit.

          (b) With respect to a Participant’s Account, the portion of the Account attributable to Compensation Credits and Discretionary Contributions credited to the Account after December 31, 2004 and associated Investment Credits.

     2.29B “Pre-2005 Benefit” means:

          (a) With respect to a Frozen MSBP Participant or a Grandfathered MSBP Participant, the portion of the MSBP benefit accrued and vested as of December 31, 2004, computed as if the Participant voluntarily terminated employment as of December 31, 2004, and actuarially adjusted as permitted by the Treasury Regulations under Code Section 409A.

          (b) With respect to a Participant’s Account, the portion of the Account attributable to the Participant’s Opening Balance and Compensation Credits credited to the Account before January 1, 2005 and associated Investment Credits.

     2.30. “Spouse” means an individual who is legally married to a Participant under the laws of the State in which the Participant resides, on the day immediately preceding the Participant’s date of death.

     2.31. “Vested Account” means the amount that the Participant is entitled to receive upon termination of service for any reason with the Company or an Affiliated Company. Vesting in a Participant’s Account is governed by Section 7 herein.

SECTION 3.
PARTICIPATION

     3.01. Designation By Committee . An employee may only become a Participant by designation by the Committee. Such employee must be an individual who is included within a “select group of management or highly compensated employees,” within the meaning of Title I of ERISA. In addition, an employee who is a Grandfathered MSBP Participant, a Frozen MSBP Participant or a Grandfathered SDBRIP Participant shall also be a participant in the Plan.

     3.02. Effective Date of Participation .

          (a) Newly Designated Participants. An Employee shall become a Participant as of the later of January 1, 2001 or the date he or she is first designated as a Participant.

          (b) Grandfathered MSBP Participants. A Grandfathered MSBP Participant shall be deemed to be a participant under the Plan as of the date he or she was named a Group I or II participant in the MSBP.

          (c) Grandfathered SDBRIP Participants. A Grandfathered SDBRIP Participant shall become a Participant as of June 1, 2002.

     3.03. Revocation of Designation. A Participant whose designation is revoked prior to the Participant’s retirement, death, termination or disability shall not receive any Compensation Credits under the Plan subsequent to the date of such revocation. However, all monies that are deemed to be in the Participant’s Account as of the date of revocation shall continue to be reflected in the Participant’s Account, including earnings, gains and losses based on the Participant’s Deemed Investment elections under section 4.02, until the Participant’s retirement, death, termination or disability.

     If a Participant whose designation has been revoked under this section is subsequently redesignated as a Participant under section 3.01, the provisions of section 7.03 shall govern.

SECTION 4.
ACCOUNTS AND EARNINGS

     4.01. Establishment of Accounts . The Committee shall establish a hypothetical bookkeeping Account for each Participant. The initial value of a Participant’s Account shall be zero, except for a Grandfathered MSBP Participant or a Grandfathered SDBRIP Participant, whose initial Account balance shall be established as an Opening Balance. The establishment of an opening balance other than that stated in the previous sentence or awarding of additional service for purposes of vesting under Section 7 shall not be permitted under the Plan.

          Upon the conversion to a third-party administrator, a Participant’s Account balance shall be deemed to be invested in a money market investment fund unless and until the Participant makes his or her investment elections in accordance with section 4.02. Compensation Credits shall be credited to a Participant’s Account as of the last business day of each month. Effective October 30, 2006, a Discretionary Contribution will be credited to a Participant’s Account as of the date determined by the Committee when the Committee approves the Discretionary Contribution.

     4.02. Election of Investment Options . Each Participant shall, by filing an election with the Committee, in a format approved by the Committee, elect the investment options in which the Participant’s Account is deemed to be invested (“Deemed Investments”). Investment options available under the Plan and the ability to change such investment election shall mirror those available under the DTE Energy Company Savings and Stock Ownership Plan (or any successor plan thereto), however, investment options may be changed at the discretion of the Committee.

     4.03. No Requirement to Fund . The Company shall have sole discretion whether or not to invest any of the Company’s funds (whether or not in trust) in a manner that reflects the Deemed Investments or in any other manner. If and to the extent the Company chooses to invest in any Deemed Investment, assets acquired by the Company shall remain the sole property of the Company, subject to the claims of its general creditors, and shall not be deemed to form part of the Participant’s Account. Nothing herein, however, shall preclude the Company from segregating assets that are intended to be a source of payment of benefits from the Plan. The Company shall not be required to fund its obligations in any manner and shall not be required to invest in any particular investment, including any Deemed Investment fund. The Company may, without limitation, purchase life insurance or any security or other property with respect to any or all of its obligations under the Plan. Participants shall have no right, title or interest in any assets held by the Company (or any trust) by reason of a Participant’s participation in this Plan.

SECTION 5.
GRANDFATHERED AND FROZEN MSBP BENEFITS

     5.01. Grandfathered and Frozen MSBP Participant’s MSBP Benefit.

          (a) General. In computing a Grandfathered or Frozen MSBP Participant’s MSBP benefit, such benefit shall be calculated under the provisions described in Appendix A;

however, for any years of participation after December 31, 2000, Final Average Compensation shall be computed using a hypothetical 10% bonus amount (based on the Participant’s base salary as of the end of the year of computation) in lieu of any payments actually paid under the Shareholder Value Improvement Plan (or any successor plan thereto). Such hypothetical bonus shall be deemed credited as of March 1 in the year after the year during which the bonus was earned.

          (b) Target Percent of Average Final Compensation. Participants who have been awarded service under the MSBP must certify any qualified plan retirement income that the Participant has received, is receiving or will receive from a previous employer. Payments from the MSBP to Participants with awarded service shall be reduced by the non-contributory portion of such retirement income from a previous employer.

          (c) Cash Balance Participation. If a Grandfathered or Frozen MSBP Participant participates in the cash balance portion of the DTE Energy Company Retirement Plan (or any successor plan thereto), such Participant’s MSBP benefit shall be computed in accordance with Appendix A, except that the calculation under Step 5 of the Payment Calculation shall be modified such that the Monthly Target Benefit Amount under the Guaranteed Term Plus Life payment option will be determined as one-twelfth of the following: Step 2 plus Step 4 minus the Cash Balance Benefit under the DTE Energy Retirement Plan expressed as a Straight Life Annuity option at early retirement. Under Step 2 as modified, the term “Retirement Allowance Factor” shall mean the “multiplier (or multipliers, if applicable) used in the basic formula of the DTE Energy Company Retirement Plan for Non-Cash Balance Participants.”

          (d) Promotion From Group II. If a Participant who had a designation of Group II under the MSBP as of January 1, 2001, is subsequently promoted to Group I, such Participant’s MSBP benefit at termination shall be calculated with the Group I target percentage of average final compensation and Group I service index.

          (e) Promotion From Group III. If a Frozen MSBP Participant who had a designation of Group III under the MSBP as of January 1, 2001, is subsequently promoted and designated a Group II or Group I Participant, such Participant’s MSBP benefit at termination will be calculated with the target percentage of average final compensation and service index reflective of the Participant’s Group at termination. Such Participant’s ESRP Account shall be initialized as of the date the Participant’s promotion to Group I or Group II is effective (“Promotion Date”). As of the Participant’s Promotion Date, he or she shall be treated as a Grandfathered MSBP Participant for purposes of Section 5.02.

     5.02. Election for Grandfathered MSBP Participants. A Grandfathered MSBP Participant may be eligible to elect to receive one of the following benefits of this Plan:

          (a) the value of the Participant’s Account distributed in accordance with his or her distribution election as of the Participant’s last day of active employment with the Company or Affiliated Company; or

          (b) the value of the Participant’s MSBP benefit calculated under section 5.01. In order to elect this option (b), the Participant must have attained age 55 and have completed at least 10 years of Company service as of his or her last day of active employment with the Company or Affiliated Company.

     Such election shall be made no later than the Participant’s last day of active employment with the Company or Affiliated Company. If a Grandfathered MSBP Participant does not make a timely election under this section, such Participant shall be deemed to have made the election described in subsection (a) above as of his or her termination date.

     If a Grandfathered or Frozen MSBP Participant makes an election to have his or her benefit calculated in accordance with Section 5.02(b) and such Participant survives his or her designated beneficiary prior to full payment of the benefit, the Participant shall continue to receive the benefit as originally calculated. There shall be no pop-up feature under this Plan.

     5.03. Election for Frozen MSBP Participants .

          (a) Before October 30, 2006, a Frozen MSBP Participant shall not have an election as described in section 5.02. The benefit available to a Frozen MSBP Participant shall be calculated as described in section 5.01(a) or (b).

          Effective October 30, 2006, a Frozen MSBP Participant who has Compensation Credits or Discretionary Contributions credited to his or her Account under section 4.01 must make the election described in section 5.02. The Frozen MSBP Participant may not receive both the Participant’s MSBP benefit and the Participant’s Account.

          (b) A Frozen MSBP Participant who has not had any Compensation Credits or Discretionary Contributions credited to his or her Account under section 4.01 does not have an election as described in section 5.02. The benefit available to the Frozen MSBP Participant will be calculated as described in section 5.01(a) or (b).

SECTION 6.
FORM AND TIMING OF PAYMENT

     6.01. Distribution of Account .

          (a) The Company shall distribute each Participant’s Vested Account in accordance with the Participant’s distribution election unless the Plan provides otherwise. The distribution election shall provide for payment in either (i) annual installments over a period not less than two years and not more than 15 years, in one-year increments, or (ii) a lump sum distribution. If no distribution election is on file with the Company, the Participant’s Vested Account shall be distributed in a single lump sum.

          (b) Distribution of the MSBP benefit to a Grandfathered MSBP Participant or a Frozen MSBP Participant who elects under
Section 5.2(b) to receive the Participant’s MSBP benefit instead of the Participant’s Account will be made as provided in Appendix A.

     6.02. Timing of Distributions .

          (a) Pre-2005 Benefit . A lump sum distribution or the first annual installment of the Participant’s Pre-2005 Benefit shall be made as of the March 1 of the plan year following the year of termination of service with the Company or an Affiliated Company. Subsequent annual installments of the Participant’s Pre-2005 Benefit shall be made each following March 1 of the installment period. Timing of a distribution of the Participant’s Pre-2005 Benefit due to a Participant’s death shall be governed by Section 8.03.

          (b) Post-2004 Benefit.

               (1) If the Participant is not a “specified employee” for purposes of Code section 409A at the time the Participant’s service terminates for any reason other than death, a lump sum distribution or the first annual installment of the Participant’s Post-2004 Benefit shall be made on:

                    (A) January 1 following the end of the Plan Year in which the Participant’s service with the Company or an Affiliated Company terminated, if the Participant did not make any election under Section 6.04(b)(2)(B); or

                    (B) January 1 coincident with or next following the latest date to which distribution was deferred by an election under
Section 6.04(b)(2)(B), if the Participant made one or more elections under Section 6.04(b)(2)(B).

               (2) If a Participant is a “specified employee” for purposes of Code section 409A at the time the Participant’s service terminates for any reason other than death, a lump sum distribution or first annual installment of the Participant’s Post-2004 Benefit will not be made before the latest of:

                    (A) January 1 following the end of the Plan Year in which the Participant’s service terminated for a reason other than death, if the Participant did not make any election under Section 6.04(b)(2)(B); and

                    (B) January 1 coincident with or next following the latest date to which distribution was deferred by an election under
section 6.04(b)(2)(B), if the Participant made one or more elections under Section 6.04(b)(2)(B); and

                    (C) the earlier of:

                         (i) the first day of the calendar month beginning more than 6 months after the date the Participant’s service terminated for a reason other than death; and

                         (ii) the first day of the calendar month beginning after the Participant’s death.

     Subsequent annual installments of the Participant’s Post-2004 Benefit shall be made each following January 1 of the installment period.

Timing of a distribution of a Participant’s Post-2004 Benefit due to a Participant’s death shall be governed by Section 8.03.

     6.03. Form of Distributions .

          (a) Annual Installments .

               (1)  General Rule . The distribution to a Participant shall be paid in cash. Except as provided in Section 6.03(a)(2), the initial annual installment distribution shall be determined by dividing the value of the Participant’s Account, determined as of December 31 of the Plan Year in which the Participant’s employment terminated by the number of installment payments to be made. The amount distributed to the Participant thereafter shall be recalculated each year to reflect changes in the Participant’s Account through December 31 of such subsequent calendar year and the remaining number of installment payments to be made. Earnings and losses based on the Deemed Investments shall be credited to the Participant’s Account through December 31 of each Plan Year in which the Participant has an Account balance.

               (2)  Additional Rules for Post-2004 Benefit .

                    (A) An initial distribution delayed under Section 6.02(b)(2)(C) will be determined by dividing the value of the Participant’s Post-2004 Benefit determined as of the last day of the month preceding the payment date, by the number of installment payments to be made.

                    (B) An initial distribution delayed under Section 6.02(b)(1)(B) or 6.02(b)(2)(B) will be determined by dividing the value of the Participant’s Post-2004 Benefit as of the December 31 preceding the payment date, by the number of installment payments to be made.

          (b) Distribution of Small Amounts . Notwithstanding a Participant’s distribution election:

               (1) if a Participant’s Pre-2005 Benefit is less than or equal to $10,000 as of any December 31, the Participant’s Pre-2005 Benefit shall be paid in a single lump sum.

               (2) if a Participant’s Post-2004 Benefit is less than or equal to the dollar limit under Code Section 402(g) for the calendar year in which the Participant terminates

service, the Participant’s Post-2004 Benefit shall be paid in one lump sum to the extent permitted by Code Section 409A and the related Treasury Regulations.

     6.04. Change In Distribution Option .

          (a) Pre-2005 Benefit . A Participant may change the distribution election previously selected for the Participant’s Pre-2005 Benefit by submitting a revised distribution election to the Committee. A change in time or manner of any distribution of the Pre-2005 Benefit, however, shall be effective only if the Committee (or its designated representative) receives the revised distribution election while the Participant is actively employed by the Company or an Affiliated Company.

          (b) Post-2004 Benefit .

               (1)  Initial Election . A Participant who first becomes eligible to participate in the Plan may elect annual installments over a period of not less than one year and not more than 15 years for the Participant’s Post-2004 Benefit by submitting a distribution election to the Committee within 30 days of the date the Participant first becomes eligible to participate.

               (2)  Subsequent Election .

                    (A) Before January 1, 2009, a Participant may change the distribution option previously selected for the Participant’s Post-2004 Benefit (or the default option if the Participant did not make an initial election) by filing a written election with the Committee (or its designated representative) before January 1, 2009 that satisfies both of the following:

                         (i) The Participant’s election does not defer to a date after December 31, 2008 any distribution of the Post-2004 Benefit otherwise required to be made before January 1, 2009; and

                         (ii) The Participant’s election does not accelerate to a date before January 1, 2009 any distribution of the Post-2004 Benefit otherwise required to be made after December 31, 2008.

                    (B) After December 31, 2008, a Participant may elect to change the distribution option previously selected for the Participant’s Post-2004 Benefit (or the default option if the Participant did not make an initial election) by filing a written election with the Committee (or its designated representative) that satisfies both of the following:

                         (i) The Participant’s election is filed with the Committee at least 12 months before the earliest date on which the distribution of the Post-2004 Benefit would begin under the Participant’s then-current distribution election; and

                         (ii) The Participant’s election designates that distribution of the Post-2004 Benefit will begin at least 5 years after the earliest date on which distribution of the Post-2004 Benefit would begin under the Participant’s then-current distribution election.

     6.05. Unscheduled Withdrawals . A retired Participant receiving distributions in installments is permitted to make unscheduled withdrawals of the retired Participant’s Pre-2005 Benefit as described below:

          (a) Election . A retired Participant may request in writing to the Vice President, Human Resources, an unscheduled partial withdrawal or entire withdrawal of the undistributed balance of the retired Participant’s Pre-2005 Benefit, which will be paid within 30 days in a single lump sum.

          (b) Withdrawal Penalty . There will be a penalty deducted from the Participant’s Pre-2005 Benefit prior to an unscheduled withdrawal equal to 10% of the Pre-2005 Benefit as of the date the unscheduled withdrawal request is received by the Vice President, Human Resources.

SECTION 7.
VESTING OF BENEFITS

     7.01. General.

          (a) A Participant, other than a Grandfathered MSBP or SDRIP Participant, shall vest 20% per Anniversary Year in his or her Account (“Vesting Service”). There is no partial vesting for a portion of an Anniversary Year. A Participant’s Vested Percentage shall equal the product of (i) 20% and (ii) the Participant’s number of Anniversary Years as of the date of his or her termination, retirement, death or disability.

          (b) Grandfathered MSBP Participant. A Grandfathered MSBP Participant shall vest 20% per Anniversary Year in his or her Account beginning with the year in which the employee was named a Group I or II participant in the MSBP. A Participant’s Vested Percentage shall equal the product of (i) 20% and (ii) the Participant’s number of Anniversary Years as of the date of his or her termination, retirement, death or disability.

          (c) Grandfathered SDRIP Participant. A Grandfathered SDRIP Participant, except for those Participants named on Appendix E, shall vest 50% in his or her Account as of June 1, 2003 and shall be 100% vested as of June 1, 2004. Participants listed on Appendix E shall be 100% vested as of June 1, 2002.

     7.02. Rehired Participants.

          (a) Vesting. If a Participant terminates employment with the Company or Affiliated Company prior to becoming 100% vested, the Participant’s Account shall be

distributed in accordance with section 6 and the nonvested portion of the Account shall be forfeited. If such Participant is subsequently rehired by the Company or Affiliated Company and is designated a Participant in accordance with section 3, any Account value forfeited upon the prior termination shall not be reinstated.

          However, if the Participant has not incurred consecutive one-year Breaks in Service equal to or in excess of (i) 5 years, or (ii) the aggregate number of years of Vesting Service the Participant had earned before such Break in Service, the Participant’s Anniversary Date shall be adjusted to take into consideration such Participant’s prior period of active service during which he or she was considered to be a Participant in the Plan (“Adjusted Anniversary Date”). A new Account shall be established for such rehired Participant for the purpose of recording Compensation Credits, Discretionary Contributions (effective October 30, 2006) and Investment Credits beginning after such Participant’s rehire date reflective of his or her Vested Percentage which shall be recomputed to include the Participant’s Adjusted Anniversary Date.

          (b) Pay Status of Prior Benefit. If the rehired Participant is receiving annual distributions of his or her Account as it existed on the date of the Participant’s termination (“Prior Account”), such Prior Account (i) will remain separate from the Account established as described in Section 7.02(a), (ii) will retain the Vesting Percentage applied as of the Participant’s date of termination, and (iii) payments to the Participant will continue upon the Participant’s return to employment with the Company or Affiliated Company.

     7.03. Redesignated Participants . If a Participant’s designation as a Participant had been revoked under section 3.03, prior to becoming 100% vested, the Participant’s Account shall continue to be credited with earnings, gains and losses based on the deemed investment of the Account. If such Participant is subsequently redesignated as a Participant under section 3.01, such Participant’s vested status shall be determined based on the Participant’s Anniversary Years and his Account shall be adjusted to reflect the revised vested percentage.

SECTION 8.
SELECTION OF AND PAYMENTS TO A BENEFICIARY

     8.01. Beneficiary Designation . A Participant shall designate a Beneficiary on a form provided by the Vice President, Human Resources, or his or her designee, for the purpose of designating a Beneficiary. If a Participant has not designated a Beneficiary, or if a designated Beneficiary is not living or in existence at the time of a Participant’s death, any death benefits payable under the Plan shall be paid to the Participant’s Spouse, if then living, and if the Participant’s Spouse is not then living, to the Participant’s estate.

     8.02. Change in Beneficiary . A Participant may change the designated Beneficiary from time to time by filing a new written designation with the Vice President, Human Resources, or his or her designee. Such designation shall be effective upon receipt by the Vice President, Human Resources, or his or her designee.

     8.03. Survivor Benefit . If a Participant dies with an Account balance under this Plan, his Beneficiary shall be entitled to receive a distribution of the Participant’s Account. The Beneficiary shall receive the lump sum calculated under the MSBP if the deceased Participant is a Grandfathered MSBP Participant and the Beneficiary elects to receive the benefit provided under the MSBP. Otherwise, such lump sum shall equal the deceased Participant’s Account under the Plan. The lump sum distribution shall be paid within ninety (90) days following the Participant’s death.

SECTION 9.
TAX WITHHOLDING

     Benefits hereunder shall be subject to applicable FICA withholding laws. Benefit payments hereunder shall be subject to applicable federal, state and 1ocal tax withholding laws.

SECTION 10.
ADMINISTRATION OF THE PLAN

     10.01. Duties and Power . The Committee shall be the “named fiduciary” for the Plan responsible for the general operation and administration of the Plan and the proper execution of its provisions. It shall have full discretionary authority to interpret the Plan and to determine the response to all questions arising from its provisions. It shall maintain all necessary books of accounts and records. It shall have the full discretionary power and authority to establish, interpret, enforce, amend, and revoke, from time to time, such rules and regulations for the administration of the Plan and the conduct of its business as it deems appropriate, including the right to remedy ambiguities, inconsistencies and omissions. Any action that the Committee is required or authorized to take shall be final and binding upon each and every person who is or may become a Plan Participant or Beneficiary. The Committee may delegate its authority to administer the Plan.

     10.02. Benefit Statements . The Committee, or its designee, will provide each Participant with a quarterly statement setting forth the Participant’s Account balance.

     10.03. Right to Accelerate . The Board in its sole discretion may accelerate all Pre-2005 Benefits upon termination of the Plan, and pay such benefits in a single lump sum. The Board may accelerate payment of Post-2004 Benefits upon termination of the Plan only as permitted by Code Section 409A and the related Treasury Regulations. If the Internal Revenue Service or the Committee determines that any Participants’ Pre-2005 Benefits are currently taxable, the Committee may direct immediate payment of all or some of the Pre-2005 Benefit in a single lump sum or to take any other action it deems appropriate. If the Internal Revenue Service determines that any Post-2004 Benefits are currently taxable, the Committee may direct immediate payment in a single lump sum of any Post-2004 Benefits determined to be currently taxable. In addition, Participants terminating employment with a Pre-2005 Benefit of less than $10,000 shall receive such benefits in a single lump sum regardless of the Participant’s distribution election. If a Participant’s Post-2004 Benefit is less than or equal to the dollar limit

under Code Section 402(g) for the calendar year in which the Participant terminates employment, the Participant’s Post-2004 Benefit shall be paid in one lump sum to the extent permitted by Code Section 409A and the related Treasury Regulations.

SECTION 11.
AMENDMENT, SUSPENSION, AND TERMINATION

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

     11.02. Right to Suspend . If the Committee determines that payments of Pre-2005 Benefits under the Plan would have a material adverse affect on the Company’s ability to carry on its business, the Committee may suspend payments of Pre-2005 Benefits temporarily for such time as in its sole discretion it deems advisable, but in no event for a period in excess of one year. If the Committee determines that payments under the Plan will jeopardize the Company’s ability to continue as a going concern, the Committee may suspend payments of Post-2004 Benefits until the first taxable year when payment will not have that effect. The Company shall pay such suspended payments in a lump sum immediately upon the expiration of the period of suspension.

     11.03. Partial ERISA Exemption . The Plan is intended t