DTE ENERGY COMPANY SUPPLEMENTAL RETIREMENT PLAN

Exhibit 10-76

DTE ENERGY COMPANY

SUPPLEMENTAL RETIREMENT PLAN

Amended and Restated Effective January 1, 2005

TABLE OF CONTENTS

DTE ENERGY COMPANY
SUPPLEMENTAL RETIREMENT PLAN
Amended and Restated Effective January 1, 2005

      WHEREAS , Detroit Edison Company (“Edison”) previously adopted the Detroit Edison Retirement Reparation Plan and the Detroit Edison Benefit Equalization Plan, and MCN Energy Group Inc. (“MCN”) previously adopted the MCN Energy Group Supplemental Retirement Plan and the MCN Energy Group Excess Benefit Plan, which were adopted by DTE Enterprises, Inc. as of June 1, 2001 (the effective date of the merger), and DTE Energy Company (the “Company”) desires to replace these four plans (collectively, the “Prior Plans”).

      WHEREAS , effective December 31, 2001, the Prior Plans were terminated and replaced with this plan as of January 1, 2002.

      NOW, THEREFORE, effective January 1, 2005, the Plan is being amended and restated to comply with the requirements of Code section 409A solely with respect to benefits accrued and vested after December 31, 2004. The provisions of the Plan in effect as of December 31, 2004 continue to apply to benefits accrued and vested before January 1, 2005.

ARTICLE 1
Title

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

ARTICLE 2
Definitions

     The words and phrases used in the Plan shall have the same meanings as provided under the DTE Energy Retirement Plan (the “Qualified Plan”), unless otherwise defined in the Plan or the context clearly requires otherwise.

      Section 2.1 Plan Interest Rate . “Plan Interest Rate” means the interest rate for computing Interest Credits under the DTE Cash Balance Plan portion of the Qualified Plan.

      Section 2.2 Post-2004 Benefit . “Post-2004 Benefit” means the portion of a Participant’s Plan benefit in excess of the Participant’s Pre-2005 Benefit.

      Section 2.3 Pre-2005 Benefit . “Pre-2005 Benefit” means the portion of a Participant’s Plan benefit under Section 6.1 accrued and vested as of December 31, 2004, computed as if the Participant terminated employment as of December 31, 2004, plus: (a) the portion of the Participant’s Make-Up Account under Section 6.2(a) determined as if the Participant terminated employment on December 31, 2004; or (b) the balance of the Participant’s Make-Up Account under Section 6.2(b) determined as of December 31, 2004, whichever is applicable.

ARTICLE 3
Purpose

     The principal purpose of the Plan is to provide for the payment of certain benefits that would not otherwise be payable under the Qualified Plan. Such benefits shall be payable to a “select group of management or highly compensated employees” of the Company and any other corporation which is a Participating Employer under the Qualified Plan (a “Participant”) and also elects to participate in this Plan.

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

ARTICLE 4
Effective Date

     The original effective date of the Plan for the Company was January 1, 2002 and for any Participating Employer was or is the date established by resolution of the Board of Directors of the particular Participating Employer at the time of adoption of the Plan. The effective date of this amendment and restatement of the Plan is January 1, 2005, unless a different effective date is specified for a particular Plan provision.

     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 Article 4.

     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.

ARTICLE 5
Eligibility

      Section 5.1. Participants .

     (a)  In General . Except as noted in Section 5.1(b), each employee of a Participating Employer who is included within the term “select group of management or highly compensated

employees” within the meaning of Title I of ERISA and whose benefits have been limited as described in Section 6.1 or 6.2, shall be eligible for benefits under the Plan.

     (b)  415 Limits . A Participant of a Participating Employer whose benefits under the Qualified Plan are limited because of the limitation on benefits and contributions under Section 415 of the Code shall be eligible for the benefits provided by this Plan.

     (c)  Qualified Plan Eligibility . Notwithstanding the foregoing, no employee shall be eligible for benefits provided by this Plan until such employee has satisfied the eligibility requirements of the Qualified Plan.

      Section 5.2. Determination of Eligibility . The Vice President, Human Resources shall designate employees as eligible for participation under Section 5.1(a). The Vice President, Human Resources may revoke such designation prior to any Plan Year with respect to the employee’s eligibility for benefits for such Plan Year, provided, however, that no such revocation shall adversely affect any amounts previously credited to such employee under the Plan.

ARTICLE 6
Employers’ Obligation

      Section 6.1. Qualified Plan Benefit . The Participating Employers shall pay under this Plan any amount that any eligible employee would have been entitled to receive under the Qualified Plan but for the limitation on compensation under Section 401(a)(17) of the Code, the limitation on benefits and contributions under Section 415 of the Code, and any other provision of the Code or other law that the Committee hereafter designates. Also, the Participating Employer shall pay under this Plan any amount that any eligible employee would have been entitled to receive under the Qualified Plan but for the exclusion of deferrals under the DTE Energy Company Supplemental Savings Plan and the DTE Energy Company Executive Deferred Compensation Plan from the definition of compensation under the option of the Qualified Plan applicable to such Participant.

      Section 6.2. Executive Deferred Compensation Plan Benefit . The Participating Employers shall credit hypothetical bookkeeping accounts (“Make-Up Account”) for each Participant with amounts intended to replace benefits (but not earnings) under any plan maintained by a Participating Employer which is intended to be qualified under Code section 401(a) which are reduced as a result of any deferrals under Sections 4.01, 4.02, or 4.03 of the DTE Energy Company Executive Deferred Compensation Plan (“EDCP”):

     (a)  Traditional Pension Plan Make-Up . The Participating Employer shall credit to the Participant’s Make-Up Account, an amount equal to the difference between (i) the present value, determined under each applicable defined benefit plan maintained by a Participating Employer which is intended to be qualified under Code section 401(a), including the MCN Traditional Option and the DTE Traditional Option of the Qualified Plan (“Pension Plan”), of the benefit that the Participant would have been entitled to receive under each such Pension Plan but for his election to defer any amount under the EDCP, and (ii) the present value, determined under each such Pension Plan, of the benefit that the Participant is entitled to receive under such Pension Plan. Such

contribution shall be determined and credited as of the Participant’s date of termination of employment.

     (b)  Cash Balance Plan Make-Up . The Participating Employer shall credit to the Participant’s Make-Up Account an amount equal to the additional increment that would have been added to the Participant’s account under a cash balance defined benefit plan maintained by any Participating Employer which is intended to be qualified under Code section 401(a), excluding the MCN Traditional Option and the DTE Traditional Option of the Qualified Plan (“Cash Balance Plan”), but for his election to defer any amount under the EDCP. Such contribution shall be determined and credited as of the last day of each calendar year.

      Section 6.3. Prior Plan Payments . If a Participant is in pay status as of December 31, 2001 under one of the Prior Plans, or has terminated employment from a Participating Employer prior to January 1, 2002, the amount and method of payment to such Participant shall continue under the provisions of the applicable Prior Plan. Such payments shall be made by the Participating Employer who last employed the Participant.

ARTICLE 7
Payment of Benefits

      Section 7.1. Form and Timing of Payment .

     (a)  Pre-2005 Benefit . On the date that a Participant becomes entitled to a distribution of his or her vested accrued benefit under the provisions of the Qualified Plan applicable to the Participant (“Termination Date”), such Participant shall be entitled to receive the Participant’s Pre-2005 Benefit provided under the Plan.

          (1) Form of Payment . As of the end of the quarter in which his or her Termination Date occurs, the Participant’s Pre-2005 Benefit shall be present-valued in accordance with the methodology set forth in the portion of the Qualified Plan in which the Participant participates. Payment of a Participant’s Pre-2005 Benefit shall be made in cash in accordance with the Participant’s selection on his or her Distribution Election Form either as (1) a joint and 100% survivor annuity, (2) a joint and 50% survivor annuity, (3) a single life annuity or (4) in annual payments over a period not less than one year and not more than 15 years as selected by the Participant. If a Participant has not elected a payment option for his or her Pre-2005 Benefit while he or she is actively employed by the Company or a Participating Employer, distribution shall be made as a joint and 50% survivor annuity for Participants who are married as of the Participant’s Termination Date and as a single life annuity for Participants who are single as of the Participant’s Termination Date.

          (2) Timing of Payment . A lump sum distribution of the Participant’s Pre-2005 Benefit shall be made as of March 1 following the Termination Date or, if earlier, March 1 following the end of the Plan Year in which the Participant’s employment terminated for any reason other than death. If a Participant whose employment has terminated for any reason other than death has elected to receive his or her distribution in the form of an annuity, the timing of the first

payment shall be consistent with the timing for annuity payments specified in the portion of the Qualified Plan in which the Participant participates. If a Participant has elected to receive his or her distribution in annual installments, the first installment shall be made as of March 1 following the Participant’s Termination Date or, if earlier, March 1 following the end of the Plan Year in which the Participant’s employment terminated for any reason other than death. All subsequent annual installments shall be made on approximately the same date each calendar year thereafter for the remainder of the distribution period. The amount of any annual payments shall be calculated to pay out over the specified period the Participant’s Pre-2005 Benefit as of his or her Termination Date with interest credited annually on the declining balance at the Plan Interest Rate. The amount of the annual payments to the Participant shall be adjusted as of each December 31 to reflect changes in the Plan Interest Rate. The distribution of a Participant’s Pre-2005 Benefit due to the Participant’s death is governed by Article 8.

          (3) Distribution of Small Amounts . Notwithstanding a Participant’s payment option, if a Participant’s Pre-2005 Benefit is less than or equal to $10,000 as of any March 1 payment date, the Participant’s Pre-2005 Benefit balance shall be paid in a single lump sum.

     (b)  Post-2004 Benefit . Payment of a Participant’s Post-2004 Benefit will be made after the Participant’s termination of employment or death.

          (1) Form of Payment . As of the date a Participant terminates employment or dies, the Participant’s Post-2004 Benefit shall be present-valued in accordance with the methodology set forth in the portion of the Qualified Plan in which the Participant participates. Payment of a Participant’s Post-2004 Benefit shall be made in cash in accordance with the Participant’s selection on his or her Distribution Election Form either as (1) a single lump sum or (2) in annual payments over a period not less than two years and not more than 15 years as selected by the Participant. If a Participant does not elect a payment option for his or her Post-2004 Benefit within the Participant’s initial election period, distribution shall be made as a single lump sum. The initial election period for a Participant who first accrues a Plan benefit after 2004 is the 30-day period beginning on the first day of the first calendar year beginning after the calendar year in which the Participant first accrues a Plan benefit.

          (2) Timing of Payment .

               (A) If the Participant is not a “specified employee” for purposes of Code section 409A at the time the Participant’s employment 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:

                    (i) January 1 following the end of the Plan Year in which the Participant terminates employment, if the Participant did not make any election under Section 7.4(b)(2); or

                    (ii) January 1 coincident with or next following the latest date to which distribution was deferred by an election under
Section 7.4(b)(2), if the Participant made one or more elections under Section 7.4(b)(2).

               (B) If a Participant is a “specified employee” for purposes of Code section 409A at the time the Participant’s employment 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:

           &