INDEMNIFICATION AGREEMENT

EXHIBIT 10.1

INDEMNIFICATION AGREEMENT

     This Indemnification Agreement (“Agreement”) is entered into as of December 6, 2007 (“Effective Date”) between DTE Energy Company, a Michigan corporation (“DTE Energy”), and                                           (the “Indemnitee”).

RECITALS

     A. The Indemnitee currently is, and/or will be in the future, serving in one or more capacities as a director, officer, employee, or agent of DTE Energy or one of its subsidiaries or, at the request of DTE Energy, as a director, officer, employee, agent, fiduciary or trustee of, or in a similar capacity for, another corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other entity, and in so doing is and will be performing a valuable service to or on behalf of DTE Energy.

     B. DTE Energy has in the past filed, and may propose in the future to file, registration statements under the Securities Act of 1933 (and may make related filings under applicable state securities laws) for the public offering and sale of its securities or the securities of certain of its affiliates, and may in the future request the Indemnitee to execute registration statements, in one or more of the capacities listed in the previous recital, as indicated in those registration statements, and to take other actions in connection with such registration statements and sales of such securities.

     C. DTE Energy and the Indemnitee recognize the substantial increase in corporate litigation in general, which may subject directors, officers, employees, agents and fiduciaries such as the Indemnitee to risks of liability and expense in defending against such litigation. DTE Energy and the Indemnitee further recognize the continued difficulty in obtaining liability insurance for directors, officers, employees, agents and fiduciaries, the significant increases in the cost of such

insurance, the general limitations in the coverage of such insurance and the lack of assurance that such insurance will continue to be available in the future.

     D. DTE Energy desires to attract and retain highly qualified individuals such as the Indemnitee to serve DTE Energy and recognizes that the circumstances described above have made attracting and retaining such persons more difficult.

     E. To induce the Indemnitee to serve or continue to serve DTE Energy in one or more of the capacities described above, DTE Energy desires to provide the Indemnitee with specific contractual assurance of the Indemnitee’s rights to full indemnification against litigation risks and expenses (regardless, among other things, of any amendment to or revocation of the indemnification provisions of DTE Energy’s Articles of Incorporation or any change in the ownership of DTE Energy or the composition of the DTE Energy Board).

     F. It is reasonable, prudent and necessary for DTE Energy to obligate itself contractually to indemnify the Indemnitee as described in this Agreement, so that the Indemnitee may serve or continue to serve DTE Energy free from undue concern that the Indemnitee will not be adequately indemnified. The Indemnitee is relying upon the rights afforded under this Agreement in serving or continuing to serve DTE Energy.

     Accordingly, and in order to induce the Indemnitee to agree to serve or continue serving in an Official Capacity, DTE Energy and the Indemnitee agree as follows:

     1.  Definitions . As used in this Agreement, the following terms when capitalized have the following meanings:

          (a) “BCA” means the Michigan Business Corporation Act, as amended from time to time.

          (b) “Change in Control” means a change in control of DTE Energy which would be required to be reported in response to Item 6(e) of Schedule 14A under Regulation 14A (or in response to any similar item on any similar schedule or form) promulgated under the Exchange Act, whether or not DTE Energy is then subject to such reporting requirement. Without limiting the generality of the foregoing, a Change in Control will be deemed to have occurred if (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of DTE Energy representing 20% or more of the combined voting power of DTE Energy’s then outstanding securities without the prior approval of at least two-thirds of the members of the DTE Energy Board in office immediately prior to such person attaining such percentage interest; (ii) DTE Energy is a party to a merger, consolidation, sale of assets or other reorganization, or a proxy contest, as a result of which members of the DTE Energy Board in office immediately prior to such transaction or event constitute less than a majority of the DTE Energy Board thereafter; or (iii) during any period of two consecutive years, individuals who at the beginning of such period constituted the DTE Energy Board (including for this purpose any new director whose election or nomination for election by DTE Energy’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of such period) cease for any reason to constitute at least a majority of the DTE Energy Board.

          (c) “Disinterested Directors” with respect to any Proceeding means directors of DTE Energy who are not parties or threatened to be made parties to such Proceeding.

          (d) “DTE Energy Board” means the Board of Directors of DTE Energy as it exists from time to time.

          (e) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

          (f) “Expenses” means all reasonable fees, costs and expenses actually incurred by the Indemnitee in connection with prosecuting, defending, preparing to prosecute or defend, investigating, or being or preparing to be a witness in a Proceeding, including, without limitation, attorneys’ fees, disbursements and retainers, fees and disbursements of expert witnesses, private investigators and professional advisors (including, without limitation, accountants and investment bankers), travel and deposition costs, expenses of investigations, judicial or administrative proceedings and appeals, court costs, transcript costs, copying costs, printing and binding costs, telephone and fax transmission charges, postage, costs of delivery services, costs of secretarial services. The term “Expenses” does not include the amount of judgments, fines, penalties, amounts paid in settlement or ERISA or other excise taxes actually levied against the Indemnitee.

          (g) “Independent Counsel” means an attorney, a law firm, or a member of a law firm, who (or which) is experienced in matters of corporation law and neither presently is, nor in the past three years has been, retained to represent: (i) DTE Energy or the Indemnitee in any other matter material to either such party; or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” does not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either DTE Energy or the Indemnitee in an action to determine the Indemnitee’s rights under this Agreement.

          (h) “Independent Director” means an independent director of DTE Energy as defined in Section 107(3) of the BCA, as it may be amended from time to time, or any successor to that provision.

          (i) “Liabilities” means damages (including, without limitation, punitive, exemplary and the multiplied portion of any damages), losses, claims, judgments, liabilities, fines, penalties, ERISA excise taxes and other excise taxes and amounts paid in settlement.

          (j) “Official Capacity” means service to DTE Energy as director, officer employee or agent or, at the request of DTE Energy, as a director, officer, general partner, manager, member, employee, agent, fiduciary, or trustee of, or in a similar capacity for, another corporation, partnership, limited liability company, joint venture, trust, employee benefit plan (including a plan qualified under the Employee Retirement Income Security Act of 1974) or other entity. For purposes of this definition, if the Indemnitee is serving or has served as a director, partner, trustee, officer, employee or agent of a subsidiary, the Indemnitee will be deemed to be serving at the request of DTE Energy. Notwithstanding the foregoing, unless the Company’s written request to serve another entity indicates that indemnification from DTE Energy will be available, the person to whom the request is made will not be deemed to be serving in an Official Capacity.

          (k) “Proceeding” means any threatened, pending or completed claim, action, suit, arbitration, alternate dispute resolution process, investigation, administrative hearing, appeal, or any other proceeding of any nature, whether civil, criminal, administrative, arbitrative or investigative, whether formal or informal, and whether brought by or in the right of DTE Energy, a class of its security holders, or any other party.

          (l) “Reviewing Party” means (i) Disinterested Directors constituting a quorum of the DTE Energy Board, acting by majority vote; or (ii) if such a quorum is not obtainable, a committee duly designated by the DTE Energy Board consisting solely of two or more Disinterested Directors, acting by majority vote; or (iii) all Independent Directors who are not parties or threatened to be made parties to such Proceeding, acting unanimously; or (iv)

Independent Counsel acting by written opinion who has been designated (A) by Disinterested Directors or a committee thereof as described in clause (i) or (ii) above, subject to the approval of the Indemnitee, which will not be unreasonably withheld, or (B) if the Disinterested Directors or committee is unable or fails to so designate, by the Indemnitee, subject to the approval of the DTE Energy Board, which will not be unreasonably withheld; provided, that following any Change in Control, Reviewing Party will mean Independent Counsel acting by written opinion, designated in accordance with clause (iv).

          (m) “Securities Act” means the Securities Act of 1933, as amended.

     2.  Service by the Indemnitee . The Indemnitee agrees to serve in each Official Capacity held now or in the future for so long as the Indemnitee is duly elected or appointed or, if earlier, until (a) the Indemnitee’s death, retirement, resignation or removal or (b) such service is otherwise terminated pursuant to DTE Energy’s Articles of Incorporation, By-Laws or the BCA. The Indemnitee will discharge his/her duties and responsibilities to the best of his/her ability. The Indemnitee may at any time and for any reason resign from such position (subject to any other obligation, whether contractual or imposed by operation of law). Nothing in this Agreement confers upon the Indemnitee the right to continue in the employ of DTE Energy or in any Official Capacity, or affect the right of DTE Energy to terminate, in DTE Energy’s sole discretion (with or without cause) and at any time, the Indemnitee’s employment or the Indemnitee’s service in any Official Capacity, in each case subject to any contractual rights of the Indemnitee under agreements with DTE Energy other than this Agreement.

     3.  Indemnity .

          (a) To the full extent permitted by applicable law, as it now exists or may hereafter be amended, but subject to the provisions of this Agreement, DTE Energy will indemnify

the Indemnitee against all Liabilities and Expenses incurred by the Indemnitee in connection with any Proceeding (whether or not by or in the right of DTE Energy) to which the Indemnitee was or is a party or is threatened to be made a party by reason of Indemnitee’s Official Capacity. Subject to Section 6(d), the provisions of this Section 3(a) include, without limitation

          (i) any and all Liabilities and Expenses arising under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise asserted in any Proceeding brought by DTE Energy, a shareholder thereof or a third party which relates directly or indirectly to (A) the registration, purchase, sale or ownership of any securities of DTE Energy or any of its affiliates, (B) any fiduciary obligation owed with respect thereto or (C) any misstatement or omission of a material fact by DTE Energy in violation of any duty of disclosure imposed on it by federal or state securities or common laws; and

          (ii) Expenses incurred by the Indemnitee in connection with Proceedings brought by the Indemnitee to establish or enforce a right to indemnification under (A) this Agreement as contemplated in Section 10, (B) the Articles of Incorporation of DTE Energy, or (C) any other statute or law or otherwise, except to the extent relating to claims that are determined, pursuant to arbitration under Section 10, to be frivolous.

          (b) To the full extent permitted by law, the termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent will not, of itself, create a presumption that the Indemnitee did not meet the standards of conduct required under the BCA to permit indemnification of the Indemnitee with respect to any particular claim.

          (c) To the extent that the Indemnitee has been successful, on the merits or otherwise, in defense of any Proceeding to which the Indemnitee was a party by reason of his or her

Official Capacity, or in defense of any claim, issue or matter in such a Proceeding (including, without limitation, the dismissal of the Proceeding or a claim, issue or matter in the Proceeding without prejudice), the Indemnitee will be indemnified against the Expenses incurred by the Indemnitee in connection with the Proceeding.

          (d) If the Indemnitee is entitled to indemnification under Section 3(a) or 3(c) for a portion of Expenses or Liabilities incurred in connection with any Proceeding, but not for the total amount, DTE Energy will indemnify the Indemnitee for the portion of the Expenses or Liabilities for which the Indemnitee is entitled to be indemnified.

          (e) Upon application to a court by the Indemnitee pursuant to Section 564c of the BCA, and a determination of such court that the Indemnitee is fairly and reasonably entitled to indemnification, DTE Energy will pay to the Indemnitee the amount so ordered by the court.

     4.  Advancement of Expenses .

          (a) Subject to applicable law, DTE Energy will pay Expenses incurred by the Indemnitee in connection with any Proceeding arising from the Indemnitee’s Official Capacity, in advance of the final disposition of the Proceeding, if so requested by the Indemnitee. The Expenses to be paid by DTE Energy under this Section 4 include those incurred by the Indemnitee in connection with any proceeding by the Indemnitee seeking to enforce the Indemnitee’s right to indemnification pursuant to this Agreement, DTE Energy’s Articles of Incorporation or otherwise. To the extent required by applicable law, an evaluation of the reasonableness of Expenses for which advance payment is requested hereunder will be made by the Reviewing Party.

          (b) DTE Energy will pay Expenses under this Section 4 within 20 days after the receipt by DTE Energy of a written statement or statements from the Indemnitee requesting such advance or advances substantially in the form of Exhibit 1 attached hereto and made a part hereof.

The Indemnitee may submit such statements from time to time. A statement or statements requesting payment of such Expenses shall reasonably evidence the Expenses incurred by the Indemnitee and, to the extent required under the BCA at the time the statement is submitted, shall include or be accompanied by a written undertaking executed personally by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that the Indemnitee did not meet the applicable standard of conduct, if any, required under the BCA for the indemnification of a person under the circumstances or otherwise is not entitled to be indemnified against such Expenses pursuant to this Agreement or otherwise. Each written undertaking to pay amounts advanced must be an unlimited general obligation of the Indemnitee but need not be secured and will be accepted without reference to the financial ability of the Indemnitee to make repayment.

     5.  Limitations .

          (a) Notwithstanding the foregoing, DTE Energy will not be liable to indemnify the Indemnitee under this Agreement for Expenses or Liabilities:

          (i) with respect to a claim, issue or matter in which the Indemnitee has been found liable to DTE Energy, except to the extent that the Court conducting the proceeding or another court of competent jurisdiction determines upon application that the Indemnitee is fairly and reasonably entitled to indemnification in view of all relevant circumstances whether or not the Indemnitee met the standard of conduct required under applicable law or was so adjudged liable to DTE Energy; provided that if the Indemnitee was adjudged liable, such indemnification will be limited to reasonable Expenses incurred;

          (ii) with respect to amounts paid in settlement of any action, suit or proceeding affected without DTE Energy’s written consent, which consent will not be unreasonably withheld;

          (iii) with respect to any Proceeding (A) for recovery or disgorgement of profits made from the purchase and sale or sale and purchase by the Indemnitee of equity securities of DTE Energy or any of its affiliates pursuant to Section 16(b) of the Exchange Act, the rules and regulations promulgated thereunder, or similar provisions of any federal, state or local statutory law or (B) arising from transactions in publicly traded securities of DTE Energy or any of its affiliates that were effected by the Indemnitee in violation of Section 10(b) of the Exchange Act, including Rule 10b-5 promulgated thereunder.

          (iv) to the extent arising from any fine or similar governmental imposition which DTE Energy is prohibited by applicable law from paying;

          (v) with respect to any Proceeding brought by the Indemnitee against DTE Energy, any entity which it controls, any director or officer thereof, or any third party, unless the Proceeding was previously authorized by a majority of the DTE Energy Board; provided, that this subsection (v) does not a