DTE ENERGY COMPANY EXECUTIVE DEFERRED COMPENSATION PLAN Amended and Restated Effective January 1, 2005

Exhibit 10-78

DTE ENERGY COMPANY

EXECUTIVE DEFERRED COMPENSATION PLAN

Amended and Restated Effective January 1, 2005

TABLE OF CONTENTS

DTE ENERGY COMPANY
EXECUTIVE DEFERRED COMPENSATION PLAN
Amended and Restated Effective January 1, 2005

PREAMBLE

     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

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

     1.02. Purpose . The purpose of the Plan is to promote the success of 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 provide supplemental retirement savings;

          (b) providing a mechanism for selected executives to receive benefits that they otherwise would have received under certain qualified retirement plans but for their deferral elections;

          (c) providing executives participating in the DTE Energy Company 2001 Stock Incentive Plan (“SIP”) with a mechanism for deferring receipt of Performance Share Awards otherwise payable in cash under the SIP; and

          (d) permitting the Organization and Compensation Committee of the Board, or its designee, to require deferrals of compensation to the extent desirable to satisfy the deduction limitations of Code section 162(m).

          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, 2002. 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 . “Account” means the hypothetical record or bookkeeping entry maintained by the Company reflecting each Participant’s deferrals, credited earnings and losses, Company contributions, transfers from a Prior Plan 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 . “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. Annual Cash Bonus . “Annual Cash Bonus” means the cash compensation payable in the Plan Year under the DTE Energy Company Annual Incentive Plan, or any successor plan thereto, after reduction for (i) any pre-tax deferrals under Code section 401(k), and (ii) any payroll deduction for taxes or any other purpose.

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

     2.05. Beneficiary . “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.

     2.06. Board . “Board” means the Board of Directors of DTE.

     2.07. Cash Balance Plan . “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); provided, however, that the MCN Traditional Option and the DTE Traditional Option of the DTE Energy Company Retirement Plan shall be included in the definition of “Pension Plan,” and not in the definition of “Cash Balance Plan.”

     2.08. Cash Compensation . “Cash Compensation” means Annual Cash Bonus or other cash payments (other than Performance Share Awards payable in cash, which are defined in Section 2.28 “Performance Share Awards”) payable to a Participant.

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

     2.12. Company’s Accountants . “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 . “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. Contribution Subaccount . “Contribution Subaccount” means a hypothetical bookkeeping record maintained by the Company to track the various allocations to a Participant’s account. For purposes of this Plan, the balance in each Account shall be allocated among the Annual Cash Bonus Subaccount, the Base Salary Subaccount (for Base Salary deferred prior to January 1, 2004), the Prior Plans Subaccount, and the Mandatory Deferral Subaccount (collectively, known as the Contribution Subaccounts) as defined in Section 5 herein.

     2.15. Deferral Election . “Deferral Election” means the deferral agreement described in 3.01(c) of the Plan.

     2.16. Deferral Period . “Deferral Period” means, with respect to each Deferral Year Subaccount, the period beginning with the first day of the Deferral Year and ending upon the date the Participant elected to receive or begin receiving a distribution of his entire Deferral Year Subaccount under the Plan. The minimum length of time for a Deferral Period shall be two (2) years or the period from the first day of the Deferral Year through the date of the Participant’s termination for any reason, whichever is earlier. The Deferral Period for the Mandatory Deferral Subaccount shall be through the date on which the Participant ceases to be a “covered employee” as that term is defined in Code section 162(m)(3).

     2.17. Deferral Year . “Deferral Year” means the period during which compensation subject to a Participant’s Deferral Election would have been paid in the absence of the Deferral Election. Generally, the Deferral Year will be the Plan Year. Where a Participant first becomes eligible to participate during a Plan Year, however, the Deferral Year begins upon the effective date of the Participant’s initial Deferral Election.

     2.18. Deferral Year Subaccount . “Deferral Year Subaccount” means the bookkeeping record maintained by the Company to separately track the allocations for each Deferral Year to each of the Participant’s Contribution Subaccounts.

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

     2.20. DTE Stock . “DTE Stock” means the common stock of DTE.

     2.21. Eligible Employee . “Eligible Employee” means any employee of the Company who satisfies the eligibility requirements of Section 3 of the Plan.

     2.22. ERISA . “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 which amends, supplements or replaces such section or subsection.

     2.23. Fair Market Value . “Fair Market Value” on a given date means the average of the high and low sale price for DTE Stock on that date (or, if there were no such sales on that date, on the next most recent prior date on which there were such sales) as reported on the Composite Tape if the DTE Stock is listed on the New York Stock Exchange (“NYSE”).

     2.24. FICA . “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.

     2.25. Participant . “Participant” means an Eligible Employee who has made a written election on a properly executed Deferral Election to participate in the Plan.

     2.26. Participating Affiliated Company .. “Participating Affiliated Company” means any Affiliated Company as defined in Section 2.02 who has elected to participate in the Plan.

     2.27 Pension Plan . “Pension Plan” means any defined benefit plan maintained by the Company or an Affiliated Company, which is intended to be qualified under Code section 401(a). “Pension Plan” includes the MCN Traditional Option and the DTE Traditional Option of the DTE Energy Company Retirement Plan, but cash balance defined benefit plans shall otherwise be included in the definition of “Cash Balance Plan,” and not in the definition of “Pension Plan.”

     2.28 Performance Share Award . “Performance Share Award” means the award under the SIP, which before the beginning of the Deferral Period is determined to be otherwise payable in cash.

     2.29. Plan . “Plan” means the DTE Energy Company Executive Deferred Compensation Plan, as described herein and as amended.

     2.30. Plan Year . “Plan Year” means, for the first year, the period beginning January 1, 2002, and ending December 31, 2002, and thereafter, the period beginning January 1 and ending December 31 of each year.

     2.30A Post-2004 Subaccount . “Post-2004 Subaccount” means any Deferral Year Subaccount attributable to a Deferral Year after 2004.

     2.30B Pre-2005 Subaccount . “Pre-2005 Subaccount” means any Deferral Year Subaccount attributable to a Deferral Year before 2005.

     2.31. Prior Plan . “Prior Plan” means the MCN Energy Group Executive Deferred Compensation Plan and/or the DTE Deferred Bonus Plan.

     2.32. Qualified Plan . “Qualified Plan” means any plan maintained by the Company or an Affiliated Company, which is intended to be qualified under Code section 401(a).

     2.33. Savings Plan . “Savings Plan” means any defined contribution plan maintained by the Company or an Affiliated Company, which is intended to be qualified under Code section 401(a).

     2.34. SIP . “SIP” means the DTE Energy 2001 Stock Incentive Plan as amended from time to time.

     2.35. Spouse . “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.

     2.36. Subsidiary . “Subsidiary” means a corporation, partnership, joint venture, limited liability company, unincorporated association or other entity in which the Company has a direct or indirect ownership or other equity interest.

SECTION 3.
ELIGIBILITY AND PARTICIPATION

     3.01. Voluntary Participation by Eligible Employees . Each employee of the Company and Participating Affiliated Companies who is included within a “select group of management or highly compensated employees,” within the meaning of Title I of ERISA, may be eligible to participate in accordance with the terms of 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 Eligible Employee shall be eligible to participate in the Plan and make voluntary elections to defer receipt of Cash Compensation and/or Performance Share Awards, 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 eligibility to participate.

          (b) Determination of Eligible Employee Status . The Vice President, Human Resources shall designate employees as Eligible Employees. The Vice President, Human Resources may revoke such designation prior to any Plan Year with respect to the Eligible Employee’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 Eligible Employee 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 Staffing and Selection process during the second quarter of 2001 shall be eligible to participate for the 2002 Plan year only; unless or until they are otherwise designated as Eligible Employees.

          (c) Deferral Election . The Company shall provide a Deferral Election to each Eligible Employee for each Plan Year in which deferrals are to be made, which shall set forth the Eligible Employee’s election to defer a portion of his compensation, his agreement to be bound by the terms of the Plan, and such other matters as are set forth in this Plan or deemed advisable by the Committee. For each Deferral Year Subaccount, including such subaccounts, if any, under the Qualified Plan Make-up Subaccount, the Participant shall specify in the Deferral Election a Deferral Period of at least two (2) years and the method and timing of payment as described in Section 6. Failure to submit an election for any Plan Year will preclude such Eligible Employee from deferring any Cash Compensation or Performance Share Awards until the following Plan Year.

          (d) Mid-Year Participation . To the extent an employee is designated as an Eligible Employee, and formally notified of his eligibility to participate in the Plan during a Plan Year, the Eligible Employee must elect to participate within 30 days after the Participant is

notified of his eligibility for the Plan. For Plan Years after 2004, the initial election by a new Eligible Employee only applies to the portion of any Cash Compensation or Performance Share Awards earned after the date of the initial election, determined by multiplying the Eligible Employee’s Cash Compensation or Performance Share Awards by a fraction with a numerator equal to the number of days remaining in the performance period after the date of the election and with a denominator equal to the total number of days in the performance period. Failure to submit an election during such 30-day period will preclude such Eligible Employee from deferring any Cash Compensation or Performance Share Awards until the following Plan Year.

     3.02. Mandatory Participation by Covered Employees . The Organization and Compensation Committee of the Board, or its designee, may require the deferral of compensation of any Eligible Employee who is a “covered employee” as defined in Code section 162(m)(3) and the regulations thereunder, to the extent that such compensation would not have been deductible in the year in which such compensation would have been paid.

SECTION 4.
DEFERRALS AND CONTRIBUTIONS

     4.01. Deferral of Performance Share Awards .

          (a) Election To Defer . For Plan Years before 2005, each Eligible Employee may elect, no later than October 31 of the year preceding the Plan Year in which Performance Shares would otherwise be payable, to defer receipt of all or a portion of a Performance Share Award otherwise payable in cash by filing with the Vice President, Human Resources the Deferral Election provided by the Company.

          For Plan Years after 2004, each Eligible Employee may elect, no later than June 30 of the year preceding the Plan Year in which Performance Shares would otherwise be payable, to defer receipt of all or a portion of a Performance Share Award otherwise payable in cash by filing with the Vice President, Human Resources the Deferral Election provided by the Company.

          (b) Deferral Amount . Each Eligible Employee may file a written election to defer the receipt of a portion of a Performance Share Award in an amount not (i) less than one percent (1%), nor (ii) in excess of one hundred percent (100%), less the applicable FICA on such amount, in one percent (1%) increments, of the Performance Share Award otherwise payable in cash.

          (c) No Deferrals Permitted After December 31, 2006 . No Eligible Employee may elect to defer any Performance Shares payable after December 31, 2006.

Section 4.02 — Deferral of Base Salary deleted in its entirety effective January 1, 2004.

     4.03. Deferral of Annual Cash Bonus .

          (a) Election To Defer . For Plan Years before 2005, each Eligible Employee may file a written election with the Vice President, Human Resources, no later than October 31 of the year preceding the Plan Year in which his Annual Cash Bonus otherwise would be payable, to defer receipt of all or a portion of his Annual Cash Bonus.

          For Plan Years after 2004, each Eligible Employee may file a written election with the Vice President, Human Resources, no later than June 30 of the year preceding the Plan Year in which his Annual Cash Bonus otherwise would be payable, to defer receipt of all or a portion of his Annual Cash Bonus.

          (b) Deferral Amount . Each Eligible Employee may file a written election to defer the receipt of his Annual Cash Bonus in an amount not (i) less than one percent (1%), nor (ii) in excess of one hundred percent (100%), in one percent (1%) increments, less the applicable FICA on such amount, of the amounts payable during the Plan Year to which the election pertains.

          (d) No Deferrals Permitted After December 31, 2006 . No Eligible Employee may elect to defer any Annual Cash Bonus payable after December 31, 2006.

     4.04. Restoration of Qualified Plan Benefits . Amounts intended to replace Qualified Plan benefits (but not earnings) under the Cash Balance Plan, the Pension Plan, or the Savings Plan which are reduced as a result of deferrals under Sections 4.01, 4.02, or 4.03 of this Plan will be restored through a Qualified Plan Make-up Subaccount in the DTE Energy Company Supplemental Retirement Plan.

     4.05. Mandatory Deferral . The Company may credit to the Participant’s Mandatory Deferral Subaccount, on the date on which such compensation would otherwise have been payable, amounts which would have been nondeductible under Code section 162(m) on the date on which such compensation would otherwise be payable. The Deferral Period for the Mandatory Deferral Subaccount shall be through the date on which the Participant ceases to be a “covered employee” as that term is defined in Code section 162(m)(3). Any amounts in the Mandatory Deferral Subaccount shall be paid in the form of a lump sum.

     4.06. Deferral of Prior Plan Balances .

          (a) Automatic Transfer . The Company shall credit to each Eligible Employee’s Prior Plan Subaccount as of January 1, 2002 the amount credited to the Eligible Employee under the Prior Plan as of December 31, 2001.

          (b) Election of Deferral Period. Each Eligible Employee whose balance in a Prior Plan is transferred to this Plan pursuant to subsection (a) shall file a written election with the Vice President, Human Resources, no later than October 31, 2001, specifying a Deferral Period of at least two (2) years and the method and timing of payment as described in Section 6. If such Eligible Employee fails to submit an election on or before October 31, 2001, the Prior Plan Account shall be paid in a lump sum upon termination of employment. Amounts in pay status under the MCN Energy Group Executive Deferred Compensation Play as of December 31,

2001, shall be payable on an annual basis, in arrears, rather than on a monthly basis, effective January 1, 2002.

SECTION 5.
ACCOUNTS AND EARNINGS

     5.01. Establishment of Accounts . The Committee shall establish a hypothetical bookkeeping Account for each Participant. Each Participant’s Account shall be divided into one or more Contribution Subaccounts:

          (a) For Participants deferring Base Salary prior to January 1, 2004, a “Base Salary Subaccount,”

          (b) For Participants deferring Annual Cash Bonus, an “Annual Cash Bonus Subaccount,”

          (c) For Participants whose Qualified Plan benefits are reduced because of their participation in this Plan, a “Qualified Plan Make-up Subaccount” in the DTE Energy Company Supplemental Retirement Plan,

          (d) For Participants deferring Performance Share Awards payable in cash, a “Performance Share Subaccount,”

          (e) For Participants whose compensation would otherwise be nondeductible under Code section 162(m), a “Mandatory Deferral Subaccount,” and

          (f) For Participants whose balance from a Prior Plan has been transferred to this Plan, a “Prior Plan Subaccount.”

In addition, each Contribution Subaccount shall be divided into one or more Deferral Year Subaccounts, based on the Deferral Year of the contributions allocated to such Contribution Subaccount. The Prior Plan Subaccount shall be deemed to consist of one Deferral Year only.

     5.02. Contribution Subaccounts .

          (a) Establishment of Contribution Subaccounts . A Participant’s Contribution Subaccount shall be denominated on a monetary basis. The Committee shall cause each separate Contribution Subaccount to be maintained in the name of each Participant with respect to whom all or a portion of Base Salary (prior to January 1, 2004), Annual Cash Bonus, or Performance Share Awards has been deferred, whose Qualified Plan benefits have been reduced because of his participation in this Plan, whose compensation has been mandatorily deferred because of Code section 162(m), or whose Prior Plan Balance has been transferred to this Plan.

          (b) Subsequent Credits . Each Participant’s Contribution Subaccount shall be credited with amounts of Cash Compensation deferred by the Participant and by the Company