DTE ENERGY COMPANY SUPPLEMENTAL SAVINGS PLAN

Exhibit 10-77

DTE ENERGY COMPANY

SUPPLEMENTAL SAVINGS PLAN

Amended and Restated Effective January 1, 2005

TABLE OF CONTENTS

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

PREAMBLE

     Effective May 22, 1989 (and as amended periodically), Detroit Edison established The Detroit Edison Company Savings Reparation Plan and effective May 31, 1988 (and as amended periodically), MCN Energy Group established the MCN Energy Group Supplemental Savings Plan to offer a retirement savings alternative for those eligible Executives whose permissible contributions to the companies’ 401(k) plan were limited by the Internal Revenue Code (Detroit Edison plan: 401(a)(17); MCN plan: 401(a)(17), 402(g), 415 limitation on benefits and contributions). Effective December 6, 2001, DTE Energy Company (“DTE”) hereby terminates The Detroit Edison Company Savings Reparation Plan and effective January 1, 2002 hereby terminates the MCN Energy Group Supplemental Savings Plan and replaces them with the DTE Energy Company Supplemental Savings Plan (the “Plan”), as described herein. Effective December 6, 2001, all benefits under The Detroit Edison Company Savings Reparation Plan and effective January 1, 2002 all benefits under the MCN Energy Group Supplemental Savings Plan are transferred to the Plan. Benefits under the Plan are available to eligible 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.

SECTION 1.
TITLE, PURPOSE AND EFFECTIVE DATE

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

     1.2. Purpose . The purpose of the Plan is to promote the success of DTE Energy Company (hereinafter referred to as “DTE”) by:

          (a) providing selected Executives with the ability to defer compensation on a pre-tax basis to permit supplemental retirement savings; and

          (b) providing a mechanism for selected Executives to receive benefits that they otherwise would have received under the Qualified Plan but for Internal Revenue Code (“Code”) Sections 401(a)17, 402(g), 415 or any other provision of the Code or other law that the Committee hereafter designates.

          The principal purpose of the Plan is to provide deferred compensation for a select group of management or highly compensated Employees of DTE and any other employer that has adopted the Plan with the consent of DTE (a “Participating Employer”), and who has been

specifically designated by the Chief Executive Officer of a Participating Employer to be eligible for Plan participation (an “Executive”). Such an employee shall remain an Executive as long as this designation is not revoked by the Committee.

          It is intended that this Plan provide benefits for “a select group of management or highly compensated employees” within the meaning of 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.

     1.3. Effective Date . The Plan was originally effective December 6, 2001. This amendment and restatement of the Plan is effective
January 1, 2005, unless another effective date is specified for a particular Plan provision.

     1.4 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 words and phrases used in the Plan shall have the same meanings as provided under the DTE Energy Company Savings and Stock Ownership Plan (the “Qualified Plan”), effective January 1, 2002 and as amended from time to time, unless otherwise defined in the Plan or the context clearly requires otherwise.

     2.1 Post-2004 Account . “Post-2004 Account” means the portion of a Participant’s Account attributable to credits and debits made to the Participant’s Account under Section 4.2(a) and (b) after December 31, 2004, and earnings credited or losses debited to the Participant’s Account under Section 4.2 attributable to these Section 4.2(a) and (b) credits and debits.

     2.2 Pre-2005 Account . “Pre-2005 Account” means the portion of a Participant’s Account attributable to credits and debits made to the Participant’s Account under Section 4.2(a) and (b) before January 1, 2005, and earnings credited or losses debited to the Participant’s Account under Section 4.2 attributable to these Section 4.2(a) and (b) credits and debits.

SECTION 3.
ELIGIBILITY AND PARTICIPATION

     3.1. Eligibility to Participate . Only the following individuals shall be eligible to participate in the Plan: (a) any Executive whose contributions under the Qualified Plan are limited because of the limitation on compensation under Section 401(a)(17) of the Code, the limitation on elective deferrals under Section 402(g) of the Code, the limitation on benefits and contributions under Section 415 of the Code, or any other provision of the Code or other law that the Committee hereafter designates; and (b) such other management or highly compensated Employees as shall be approved by the Chief Executive Officer of an Employer that has adopted the Plan.

          (a) Effective Date for Participation . Each employee of the Company and Participating Affiliated Companies who is employed at the level of Director or above (or equivalent) and who is designated as an Executive shall be eligible to participate in the Plan effective as of the later of (i) the date determined by the Vice President, Human Resources, or (ii) the date on which the employee is formally notified of his or her eligibility to participate.

          (b) Determination of Executive Status . The Vice President, Human Resources shall designate employees as Executives. The Vice President, Human Resources may revoke such designation prior to any Plan Year with respect to the Executive’s ability to defer future compensation payable by the Company or Participating Affiliated Company; provided, however, that no such revocation shall adversely affect any amounts previously deferred by such Executive under the Plan. Employees who were employed at the level of Director at MCN Energy Group Inc. or one of its subsidiaries prior to June 1, 2001, but were not appointed to a level of Director or above in the Leader Staffing and Selection process during the second quarter of 2001, shall be considered Executives for the 2002 Plan year only; unless or until they are otherwise designated as Executives.

          (c) Mid-Year Participation . For Plan Years before 2005, to the extent an employee is designated as an Executive, and formally notified of his or her eligibility to participate in the Plan during a Plan Year, the Executive may elect to participate any time thereafter.

          For Plan Years after 2004, an employee who is designated as an Executive and wishes to participate in the Plan for the Plan Year in which the employee is so designated must file a written election with the Committee within 30 days of the date the employee is formally notified of his or her eligibility to participate. Failure to file a written election before the end of this 30-day period precludes the Executive from participating in the Plan until the beginning of the next Plan Year.

     3.2. Election to Participate . An executive who is eligible to participate may become a participant in the Plan (a “Participant”) by filing a written election with the Committee on a form approved by the Committee. The Executive’s election shall authorize the Employer to defer the

amount of such Executive’s Compensation pursuant to Sections 4.2(a) and (c) hereof and shall evidence the Executive’s acceptance of and agreement to all the provisions of the Plan.

          The Executive’s election must be made no later than December 31 of the year that immediately precedes the year for which it applies. However, the first election by any Executive to participate in this Plan shall be effective for any Compensation earned after the election is received by the Committee and after contributions to the Qualified Plan are limited in accordance with Section 3.1 above. An election shall be irrevocable for the current calendar year. An election shall be irrevocable for future calendar years unless a written revocation is filed with the Committee prior to the first day of the calendar year for which the revocation is desired.

SECTION 4.
PARTICIPANTS’ ACCOUNTS

     4.1. Establishment of Accounts . The Employer shall establish accounts for each of its Executives who is a Participant in the Plan. Effective January 1, 2002, all benefits under The Detroit Edison Company Savings Reparation Plan and the MCN Energy Group Supplemental Savings Plan are transferred to this Plan. Separate hypothetical bookkeeping accounts corresponding in name to the separate funds under the Qualified Plan shall be maintained for each Participant. Credits under Sections 4.2(a) and (b) hereof shall also be maintained in separate accounts. The hypothetical bookkeeping accounts shall be maintained as unfunded general bookkeeping accounts and all amounts represented by the accounts shall remain a part of the general funds of the Employer of such Participant, subject to the claims of its general creditors. Nothing in the Plan and no action taken pursuant to the provisions of the Plan shall be deemed to create a trust or fund of any kind or to create any fiduciary relationship. The obligation to make payments under this Plan shall be and remain an unsecured, unfunded general obligation of the Employer of the particular Participant. Each Executive who is a Participant in the Plan shall be provided a quarterly statement of the unfunded accounts maintained for the Participant.

     4.2. Credits and Debits to Participants’ Accounts . As of the end of a pay period, total credits shall be made to the hypothetical bookkeeping accounts maintained for a Participant as set forth below:

          (a) An amount equal to the difference between (1) and (2) below:

               (1) the amount that such Participant would have contributed to the Qualified Plan for such pay period, assuming (x) the Participant satisfied the eligibility requirements set forth in the Qualified Plan and (y) the allotments of such Participant under the Qualified Plan were not limited by the application of any restriction set forth in Section 3.1(a) above, or any provision of the Qualified Plan relating to the limitations described in Section 5.1(a) above;

               (2) the amount that such Participant actually contributed to the Qualified Plan for such pay period.

          (b) An amount equal to the difference between (1) and (2) below:

               (1) the amount that the Employer of such Participant would have contributed to the Qualified Plan on behalf of such Participant for such pay period if the Participant had contributed the amount set forth in (a)(1) above to the Qualified Plan during such pay period;

               (2) the amount that the Employer actually contributed to the Qualified Plan on behalf of such participant for such pay period.

          The total credits under (a) and (b) of this Section shall be allocated to the specific accounts elected by the Participant as provided under Section 4.3 hereof. Each hypothetical bookkeeping account shall be credited with an amount representing earnings or debited with an amount representing losses on a daily basis. Earnings or losses shall be calculated using the daily valuation methodology employed by the recordkeeper for each corresponding fund under the Qualified Plan.

     4.3. Election of Accounts . Subject to the sole discretion of the Committee, each Participant shall, by filing an election with the Committee in a form approved by the Committee, elect the accounts which are to be used for recording credits under Sections 4.2(a) and (b) hereof.

          A Participant may direct that credits under Sections 6.2(a) and (b) be made to any account corresponding in name to the funds under the Qualified Plan that are available to accept contributions or allotments, provided, however, that the Committee may change available investment funds or override a Participant’s investment selection at any time.

     4. 4. Change of Election for Accounts . Any election of accounts given by a Participant under the preceding Section shall be deemed to be a continuing election until changed by the Participant. A Participant may change any such election as of any normal business day of any month by giving prior notice of such change to the Plan recordkeeper in the form prescribed by the Committee.

     4.5. Transfer Between Accounts . Transfers between accounts shall be implemented on any normal business day of any month upon directions to the Plan recordkeeper in the form prescribed by the Committee.

SECTION 5.
HARDSHIP WITHDRAWALS

     A Participant may request, upon written notice to the Committee, a withdrawal from his or her accounts, if the withdrawal is on account of financial hardship as defined in the Qualified Plan with respect to amounts in the Participant’s Pre-2005 Account or on account of financial

hardship as defined in Code Section 409A and the related Treasury Regulations with respect to amounts in the Participant’s Post-2004 Account. A financial hardship shall first be satisfied from the DTE Energy Company Executive Deferred Compensation Plan to the extent possible; then from the Plan; and finally from the Qualified Plan. The amount of such withdrawal shall be limited to the amounts deferred under Section 4.2(a) hereof and any corresponding amounts transferred from The Detroit Edison Company Savings Reparation Plan and the MCN Energy Group Supplemental Savings Plan, or the total value of the aggregate accounts maintained under Section 4.2(a) hereof and any corresponding amounts transferred from The Detroit Edison Company Savings Reparation Plan and the MCN Energy Group Supplemental Savings Plan as of the end of the prior month, whichever is smaller.

     The determination of the existence of financial hardship and the amount required to be distributed to meet the need created by the hardship shall be made by the Committee. Except as permitted under Section 6.6, no other withdrawals or loans are permitted under this Plan.

SECTION 6.
PAYMENT OF BENEFITS

     6.1. Form and Timing of Payment .

          (a) Pre-2005 Account. On the date that a Participant becomes entitled to a distribution of his or her account in the Qualified Plan (the “Termination Date”), such Participant shall be entitled to receive the amount credited to his or her Pre-2005 Account in the Plan. All Pre-2005 Accounts under this Plan are 100% vested, subject to adjustment for hypothetical earnings and losses. All distributions from a Participant’s Pre-2005 Account shall be paid out at in cash as of March 1 of the year following the year in which Participant’s Termination Date occurs.

          Payment of a Participant’s Pre-2005 Account shall be made in accordance with the Participant’s selection on his or her Deferral Election Form either in annual payments over a period of not less than two years and not more than 15 years, or in one lump sum by the Participating Employer maintaining the Pre-2004 Account. If no payment election has been made, the Participant’s Pre-2005 Account shall be paid in one lump sum.

          In addition, if a Participant’s Pre-2005 Account is less than or equal to $10,000 as of his or her Termination Date, the Participant’s Pre-2005 Account shall be paid in one lump sum.

          Payment of a Participant’s Pre-2005 Account due to a Participant’s death is governed by Section 7.3.

          (b) Post-2004 Account . On the date that a Participant terminates employment other than because of death, the Participant shall be entitled to receive the amount credited to his or her Post-2004 Account in the Plan. All Post-2004 Accounts under this Plan are 100% vested, subject to adjustment for hypothetical earnings and losses.

               (1) 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 Account shall be made on:

                    (A) 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 6.2(b)(2); or

                    (B) January 1 coincident with or next following the latest date to which distribution was deferred by an election under Section 6.2(b)(2), if the Participant made one or more elections under Section 6.2(b)(2).

               (2) If