SIXTEENTH AMENDMENT TO TRUST AGREEMENT BETWEEN FIDELITY MANAGEMENT TRUST COMPANY AND DTE ENERGY COMPANY
EXHIBIT 99-25
SIXTEENTH AMENDMENT TO TRUST AGREEMENT BETWEEN
FIDELITY MANAGEMENT TRUST COMPANY AND
DTE ENERGY COMPANY
FIDELITY MANAGEMENT TRUST COMPANY AND
DTE ENERGY COMPANY
THIS SIXTEENTH AMENDMENT, dated and effective as of the thirtieth day of July, 2004, unless
otherwise specified herein, by and between Fidelity Management Trust Company (the “Trustee”) and
DTE Energy Company (the “Sponsor”);
WITNESSETH:
WHEREAS, the Trustee and the Sponsor heretofore entered into a Master Trust Agreement dated
June 30, 1994, as amended, with regard to The Detroit Edison Savings & Investment Plan, The Detroit
Edison Savings & Investment Plan for Employees Represented by Local 17 of the International
Brotherhood of Electrical Workers, The Detroit Edison Savings &
Investment Plan for Employees Represented by Local 223 of the Utility Workers Union of America and the MichCon Savings and Stock
Ownership Plan (collectively and individually, the “Plan”); and
WHEREAS, the Sponsor has informed the Trustee that effective December 31, 2001, The Detroit
Edison Savings & Investment Plan name was changed to “DTE Energy Company Savings and Stock
Ownership Plan”.
WHEREAS, the Sponsor has informed the Trustee that effective at the close of business (4 p.m.
ET) on July 30, 2004, the assets of the Janus Worldwide Fund, the Lord Xxxxxx Developing Growth
Fund — Class A, the Xxxxxx Xxxxxxx Institutional Fund Trust Value Portfolio — Adviser Class Shares
and the Xxxxxx Growth & Income Fund — Y Class are frozen to incoming contributions and exchanges
in; and
WHEREAS, the Sponsor now desires, and hereby directs the Trustee, in accordance with Section
8(c), effective at the close of business (4 p.m. ET) on July 30, 2004, to:
| - | redirect all participant contributions directed to the Janus Worldwide Fund to be invested in the Fidelity Diversified International Fund. | ||
| - | redirect all participant contributions directed to the Lord Xxxxxx Developing Growth Fund — Class A to be invested in the Vanguard Explorer Fund — Admiral Class. | ||
| - | redirect all participant contributions directed to the Xxxxxx Xxxxxxx Institutional Fund Trust Value Portfolio — Adviser Class Shares to be invested in the Longleaf Partners Fund — Class A. | ||
| - | redirect all participant contributions directed to the Xxxxxx Growth & Income Fund — Y Class to be invested in the Wellington Trust Company Large Cap Value Fund. |
The parties hereto agree that the Trustee shall have no discretionary authority with respect to
these above listed redirections directed by the Sponsor. Any variation from the procedure described
herein may be instituted only at the express written directions of the Sponsor; and
WHEREAS, the Sponsor now desires, and hereby directs the Trustee, in accordance with Section
8(c), at the close of business (4 p.m. ET) on October 29, 2004: to liquidate all participant
balances held in the Janus Worldwide Fund at its net asset value on such day, and to invest the
proceeds in the Fidelity Diversified International Fund at its net asset value on such day. The
parties hereto agree that the Trustee shall have no discretionary authority with respect to this
sale and transfer directed by the Sponsor. Any variation from the procedure described herein may be
instituted only at the express written direction of the Sponsor; and
WHEREAS, the Sponsor now desires, and hereby directs the Trustee, in accordance with Section
8(c), at the close of business (4 p.m. ET) on October 29, 2004: to liquidate all participant
balances held in the Lord Xxxxxx Developing Growth Fund — Class A at its net asset value on such
day, and to invest the proceeds in the Vanguard Explorer Fund — Admiral Class at its net asset
value on such day.
The parties hereto agree that the Trustee shall have no discretionary authority with respect to
this sale and transfer directed by the Sponsor. Any variation from the procedure described herein
may be instituted only at the express written direction of the Sponsor; and
WHEREAS, the Sponsor now desires, and hereby directs the Trustee, in accordance with Section
8(c), at the close of business (4 p.m. ET) on October 29, 2004; to liquidate all participant
balances held in the Xxxxxx Xxxxxxx Institutional Fund Trust Value Portfolio · Adviser Class Shares
at its net asset value on such day, and to invest the proceeds in the Longleaf Partners Fund -
Class A at its net asset value on such day. The parties hereto agree that the Trustee shall have no
discretionary authority with respect to this sale and transfer directed by the Sponsor. Any
variation from the procedure described herein may be instituted only at the express written
direction of the Sponsor; and
WHEREAS, the Sponsor now desires, and hereby directs the Trustee, in accordance with Section
8(c), at the close of business (4 p.m. ET) on October 29, 2004: to liquidate all participant
balances held in the Xxxxxx Growth & Income Fund — Y Class at its net asset value on such day, and
to invest the proceeds in the Wellington Trust Company Large Cap Value Fund at its net asset value
on such day. The parties hereto agree that the Trustee shall have no discretionary authority with
respect to this sale and transfer directed by the Sponsor. Any variation from the procedure
described herein may be instituted only at the express written direction of the Sponsor; and
WHEREAS, the Sponsor now desires, and hereby directs the Trustee, in accordance with Section
8(c), at the close of business (4 p.m. ET) on October 29, 2004: to liquidate all participant
balances held in the Xxxxxx International Equity Fund (documented in the Agreement as the Xxxxxx
International Growth Fund — Y Class) at its net asset value on such day, and to invest the proceeds
in the Spartan® International Index Fund at its net asset value on such day. The parties hereto
agree that the Trustee shall have no discretionary authority with respect to this sale and transfer
directed by the Sponsor. Any variation from the procedure described herein may be instituted only
at the express written direction of the Sponsor; and
WHEREAS, the Trustee and the Sponsor now desire to amend said Trust Agreement as provided for
in Section 14 thereof;
NOW THEREFORE, in consideration of the above premises the Trustee and the Sponsor hereby amend
the Trust Agreement by:
| (1) | Effective December 31, 2001, replacing all references to ''The Detroit Edison Savings & Investment Plan” with “DTE Energy Company Savings and Stock Ownership Plan”. | ||
| (2) | Effective August 4, 2004, restating Section 5(e), Sponsor Stock, in its entirety, as follows; |
| e. | Sponsor Stock. |
| Trust investments in Sponsor Stock shall be made via the DTE Energy Company Stock Fund (the “Stock Fund”). Dividends received on shares of Sponsor Stock shall be: (A) reinvested in additional shares of Sponsor Stock and allocated to Participants’ accounts; or (B) paid to Participants in cash. | |||
| In the absence of valid Participant direction to the contrary, the Named Fiduciary directs the Trustee to retain the dividend in the Stock Fund and use any dividend to allocate additional shares of 1/2such fund to the accounts of affected Participants. The Trustee shall payout or reinvest the dividend in accordance with Schedule “L”, attached hereto. |
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| (i) | Acquisition Limit. |
Pursuant to the Plan, the Trust may be invested in Sponsor Stock to the extent necessary to comply
with investment directions under this Agreement. The Sponsor shall be responsible for providing
specific direction on any acquisition limits required by the Plan or applicable law.
| (ii) | Fiduciary Duty. |
(A) The Named Fiduciary shall continually monitor the suitability of the Trust acquiring and
holding Sponsor Stock, under the fiduciary duty rules of section 404(a)(1) of ERISA (as modified by
section 404(a)(2) of ERISA). The Trustee shall not be liable for any loss, or expense, which arises
from the directions of the Named Fiduciary with respect to the acquisition and holding of Sponsor
Stock, unless it is clear on their face that the actions to be taken under those directions would
be prohibited by the foregoing fiduciary duty rules or would be contrary to the terms of this
Agreement.
(B) Each Participant with an interest in Sponsor Stock (or, in the event of the Participant’s
death, his beneficiary) is, for purposes of this section 5(e)(ii), hereby designated as a “named
fiduciary” (within the meaning of section 403(a)(1) of ERISA), with respect to shares of Sponsor
Stock allocated to his or her account but not purchased at his or her direction, and such
Participant (or beneficiary) shall have the right to direct the Trustee as to the manner in which
the Trustee is to vote or tender such shares.
| (iii) | Purchases and Sales of Sponsor Stock for Batch Activity. |
Unless otherwise directed by the Sponsor in writing pursuant to directions that the Trustee can
administratively implement. the following provisions shall govern purchases and sales of Sponsor
Stock for contributions, loan repayments, distributions, loans, withdrawals, or any other purchase
or sale of Sponsor Stock related to a transaction that the Sponsor has directed the Trustee in
writing to implement on a batch basis (“batch activity”).
(A) Open Market Purchases and Sales. Purchases and sales of Sponsor Stock shall be
made on the open market in accordance with the Trustee’s standard trading guidelines, as they may
be amended from time to time, as necessary to honor batch activity. Such general rules shall not
apply in the following circumstances:
(1) If the Trustee is unable to purchase or sell the total number of shares required to be
purchased or sold on such day as a result of market conditions; or
(2) If the Trustee is prohibited by the SEC, the NYSE or principal exchange on which the
Sponsor Stock is traded, or any other regulatory or judicial body from purchasing or selling any or
all of the shares required to be purchased or sold on such day.
In the event of the occurrence of a circumstance described in (1) or (2) above, the Trustee
shall purchase or sell such shares as soon thereafter as administratively feasible, and shall
determine the price of such purchases or sales to be the average purchase or sales price of all
such shares purchased or sold, respectively. The Trustee may follow written directions from the
Named Fiduciary to deviate from the above purchase and sale procedures.
| (iv) | Purchases and Sales of Sponsor Stock for Participant-Initiated Exchanges (“Real Time” Trading) |
Unless otherwise directed by the Sponsor in writing pursuant to directions that the Trustee
can administratively implement, the following provisions shall govern purchases and sales of
Sponsor Stock for Participant initiated exchanges.
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(A) Purchases and Sales of Sponsor Stock. Purchases and sales of Sponsor Stock
associated with individual Participant-initiated exchanges into or out of the Stock Fund shall be
made on the open market pursuant to order types selected by the Participant in accordance with the
Trustee’s procedures for “Real Time Trading.” The Sponsor may instruct the Trustee to limit the
order types available to Participants.
(1) Automated Order Entry. Sponsor Stock trades associated with Participant-initiated
exchanges shall be sent to market as soon as administratively feasible during regular trading hours
via an electronic order entry system, unless such trade is treated as a block trade. Such
electronic order entry system shall be deemed an Electronic Service for purposes of Section 15 of
this Agreement.
(2) Limitations on Trades; Cancellation of Exchange Requests. Trades rejected under
rules of the applicable securities exchange will not be executed. The Trustee will not submit
orders (or will cancel orders) for stock trades that violate the Trustee’s procedures for “Real
Time Trading”. The Trustee shall not submit any trade order associated with a Participant-initiated
exchange at any time when the Sponsor Stock Fund has been closed to such activity. Trades
associated with Participant-initiated exchanges shall not be transacted at any time when the
regular market is closed, or when the SEC, the NYSE or principal exchange on which the Sponsor
Stock is traded, or any other regulatory or judicial body has prohibited purchases or sales of any
or all of the shares requested to be traded pursuant to the Participant-initiated exchange. An
exchange requested by the Participant shall be rejected or cancelled, as the case may be, to the
extent any accompanying trade is not submitted, not executed or cancelled.
(B) Reserve Requirements for Exchanges into Stock Fund and Corrective Sales. The
Participant’s ability to initiate exchanges into the Stock Fund shall be subject to standard
reserve requirements applicable to the investment options used to fund the exchange, as established
by the Trustee from time to time (or such higher reserve requirements as may be established by the
Sponsor in written direction to the Trustee). Requests to exchange into the Sponsor Stock Fund that
exceed such reserves, and accompanying trade orders, may be rejected or cancelled. In the event
that a buy trade associated with a request to exchange into Sponsor Stock is executed, and the
Participant does not have sufficient assets in the designated investment option to fund the trade,
the Trustee will liquidate investment options (including those held in other sources eligible for
liquidation) in the affected Participant’s account pro rata. In the event that the Participant does
not have sufficient assets in any other investment option, the Trustee shall initiate a corrective
sale, and shall debit the costs of such corrective trade from the Participant’s account.
(C) Fractional Shares. Participants will be entitled to exchange out fractional shares
in the Stock Fund only in connection with a request to exchange out the entire balance of their
Stock Fund holdings (or the entire balance in a particular source, as applicable). Fractional
shares will be transacted at the price determined by the stock trade order selected by the
Participant.
| (v) | Use of an Affiliated Broker. |
For all purchases and sales of Sponsor Stock on the open market, whether Participant-initiated or
otherwise, the Named Fiduciary hereby directs the Trustee to use FBSLLC to provide brokerage
services. Subject to the provisions of this agreement, FBSLLC shall execute such trades directly or
through any of its affiliates. The provision of brokerage services shall be subject to the
following:
(1) As consideration for such brokerage services, the Named Fiduciary agrees that FBSLLC shall
be entitled to remuneration under this direction provision in the amount of $0.029 commission on
each share of Sponsor Stock. Any increase in such
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remuneration may be made only by written agreement between the Named Fiduciary and Trustee.
(2) Any successor organization of FBSLLC, through reorganization, consolidation, merger or
similar transactions, shall, upon consummation of such transaction, become the successor broker in
accordance with the terms of this direction provision. FBSLLC may assign its rights and
obligations under this agreement to any affiliate, provided that the assignee is bound by the terms
hereof, including the provisions concerning remuneration.
(3) The Trustee and FBSLLC shall continue to rely on this direction provision until notified
to the contrary. The Named Fiduciary reserves the right to terminate this direction upon written
notice to FBSLLC (or its successors or assigns) and the Trustee, in accordance with Section 11 of
this Agreement.
(4) The Plan Sponsor acknowledges that FBSLLC (and its successors and assigns) may rely upon
this Trust Agreement in establishing an account in the name of the Trustee for the Plan or its
Participants, and in allowing each Participant to exercise limited trading authorization over such
account, to the extent of his or her individual account balance in the Sponsor Stock Fund subject
to Participant direction.
| (vi) | Securities Law Reports. |
The Named Fiduciary shall be responsible for filing all reports required under Federal or State
securities laws with respect to the Trust’s ownership of Sponsor Stock, including, without
limitation, any reports required under section 13 or 16 of the Securities Exchange Act of 1934, and
shall immediately notify the Trustee in writing of any requirement to stop purchases or sales of
Sponsor Stock pending the filing of any report. The Trustee shall provide to the Named Fiduciary
such information on the Trust’s ownership of Sponsor Stock as the Named Fiduciary may reasonably
request in order to comply with Federal or state securities laws.
| (vii) | Voting and Tender Offers. |
Notwithstanding any other provision of this Agreement the provisions of this Section shall govern
the voting and tendering of Sponsor Stock. The Sponsor shall pay for all printing, mailing,
tabulation and other costs associated with the voting and tendering of Sponsor Stock. The Trustee,
after consultation with the Sponsor, shall prepare the necessary documents associated with the
voting and tendering of Sponsor Stock.
(A) Voting.
(1) When the issuer of Sponsor Stock prepares for any annual or special meeting, the Sponsor
shall notify the Trustee at least thirty (30) days in advance of the intended record date and shall
cause a copy of the proxy solicitation materials to be sent to the Trustee. If requested by the
Trustee the Sponsor shall certify to the Trustee that the aforementioned materials represent the
same information distributed to shareholders of Sponsor Stock. Based on these materials, the
Trustee shall prepare a voting instruction form and shall provide a copy of all proxy solicitation
materials to be sent to each Participant with an interest in Sponsor Stock held in the Trust,
together with the foregoing voting instruction form to be returned to the Trustee or its designee.
The form shall show the number of full and fractional shares of Sponsor Stock credited to the
Participant’s accounts.
(2) Each Participant with an interest in the Sponsor Stock held in the Trust shall have the
right to direct the Trustee as to the manner in which the Trustee is to vote (including not to
vote) that number of shares of Sponsor Stock credited to the Participant’s accounts (both vested
and unvested). Directions from a Participant to the Trustee concerning the voting of Sponsor Stock
shall be communicated in writing, or by such other means as agreed upon by the Trustee and the
Sponsor.
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These directions shall be held in confidence by the Trustee and shall not be divulged to the
Sponsor, or any officer or employee thereof, or any other person except to the extent that the
consequences of such directions are reflected in reports regularly communicated to any such person
in the ordinary course of the performance of the Trustee’s services hereunder. Upon its receipt of
the directions, the Trustee shall vote the shares of Sponsor Stock as directed by the Participant.
Except as otherwise required by law, the Trustee shall not vote shares of Sponsor Stock credited to
a Participant’s account for which it has received no directions from the Participant.
(3) Except as otherwise required by law, the Trustee shall vote that number of shares of
Sponsor Stock not credited to Participants’ accounts in the same proportion on each issue as it
votes those shares credited to Participants’ accounts for which it received voting directions from
Participants.
| (B) | Tender Offers. |
(1) Upon commencement of a tender offer for any securities held in the Trust that are Sponsor
Stock, the Sponsor shall timely notify the Trustee in advance of the intended tender date and shall
cause a copy of all materials to be sent to the Trustee. The Sponsor shall certify to the Trustee
that the aforementioned materials represent the same information distributed to shareholders of
Sponsor Stock. Based on these materials and after consultation with the Sponsor, the Trustee shall
prepare a tender instruction form and shall provide a copy of all tender materials to be sent to
each Participant with an interest in the Stock Fund, together with the foregoing tender instruction
form, to be returned to the Trustee or its designee. The tender instruction form shall show the
number of full and fractional shares of Sponsor Stock credited to the Participants account (both
vested and unvested).
(2) Each Participant with an interest in the Stock Fund shall have the right to direct the
Trustee to tender or not to tender some or all of the shares of Sponsor Stock credited to the
Participant’s accounts (both vested and unvested). Directions from a Participant to the Trustee
concerning the tender of Sponsor Stock shall be communicated in writing, or such other means as is
agreed upon by the Trustee and the Sponsor. These directions shall be held in confidence by the
Trustee and shall not be divulged to the Sponsor, or any officer or employee thereof, or any other
person except to the extent that the consequences of such directions are reflected in reports
regularly communicated to any such persons in the ordinary course of the performance of the
Trustee’s services hereunder. The Trustee shall tender or not tender shares of Sponsor Stock as
directed by the Participant. Except as otherwise required by law, the Trustee shall not tender
shares of Sponsor Stock credited to a Participant’s accounts for which it has received no
directions from the Participant.
(3) Except as otherwise required by law, the Trustee shall tender that number of shares of
Sponsor Stock not credited to Participants’ accounts in the same proportion as the total number of
shares of Sponsor Stock credited to Participants’ accounts for which it received instructions from
Participants.
(4) A Participant who has directed the Trustee to tender some or all of the shares of Sponsor
Stock credited to the Participant’s accounts may, at any time prior to the tender offer withdrawal
date, direct the Trustee to withdraw some or all of the tendered shares, and the Trustee shall
withdraw the directed number of shares from the tender offer prior to the tender offer withdrawal
deadline. Prior to the withdrawal deadline, if any shares of Sponsor Stock not credited to
Participants’ accounts have been tendered, the Trustee shall redetermine the number of shares of
Sponsor Stock that would be tendered under Section 5(e)(vii)(B)(3) if the date of the foregoing
withdrawal were the date of determination, and withdraw from the tender offer the number of shares
of Sponsor Stock not credited to Participants’ accounts necessary to reduce the amount of tendered
Sponsor Stock not credited to Participants’ accounts to the amount so redetermined.
DTE Energy Company
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A Participant shall not be limited as to the number of directions to tender or withdraw that the
Participant may give to the Trustee.
(5) A direction by a Participant to the Trustee to tender shares of Sponsor Stock credited to
the Participant’s accounts shall not be considered a written election under the Plan by the
Participant to withdraw, or have distributed, any or all of his withdrawable shares. The Trustee
shall credit to each account of the Participant from which the tendered shares were taken the
proceeds received by the Trustee in exchange for the shares of Sponsor Stock tendered from that
account. Pending receipt of directions (through the Administrator) from the Participant or the
Named Fiduciary, as provided in the Plan, as to which of the remaining investment options the
proceeds should be invested in, the Trustee shall invest the proceeds in the investment option
described in Schedule “C”.
| (viii) | General. |
With respect to all shareholder rights other than the right to vote, the right to tender, and the
right to withdraw shares previously tendered, in the case of Sponsor Stock, the Trustee shall
follow the procedures set forth in subsection (A), above.
| (ix) | Conversion. |
All provisions in this Section 5(e) shall also apply to any securities received as a result of a
conversion of Sponsor Stock.
| (3) | Effective December 21, 2001, amending the “investment options” section on Schedules “A” and “C” to replace the reference to “Detroit Edison Common Stock” with “DTE Energy Company Stock”. | ||
| (4) | Effective November 26, 2003, amending the “investment options” section on Schedules “A” and “C” to add the following: |
| • | Spartan® International Index Fund |
| (5) | Effective at the close of business (4 p.m. ET) on July 30, 2004, amending the “investment options” section on Schedules “A” and “C” to replace the references to the Janus Worldwide Fund, the Lord Xxxxxx Developing Growth Fund — Class A, the Xxxxxx Xxxxxxx Institutional Fund Trust Value Portfolio — Adviser Class Shares and the Xxxxxx Growth & Income Fund — Y Class with the following: |
| § | Janus Worldwide Fund (frozen to incoming contributions and exchanges in) | ||
| § | Lord Xxxxxx Developing Growth Fund — Class A (frozen to incoming contributions and exchanges in) | ||
| § | Xxxxxx Xxxxxxx Institutional Fund Trust Value Portfolio — Adviser Class Shares (frozen to incoming contributions and exchanges in) | ||
| § | Xxxxxx Growth & Income Fund — Y Class (frozen to incoming contributions and exchanges in) |
| (6) | Effective August 2, 2004, amending the “investment options” section on Schedules “A” and “C” to add the following: |
| § | Dodge and Xxx Income Fund | ||
| § | Fidelity Diversified International Fund | ||
| § | Xxxxxxx Sachs High Yield Fund -Institutional Class | ||
| § | Vanguard Explorer Fund — Admiral Class |
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| (7) | Effective at the close of business (4 p.m. ET) On October 29, 2004, amending the “investment options” section on Schedules “A” and, “c” to remove the following: |
| § | Janus Worldwide Fund (frozen to incoming contributions and exchanges in) | ||
| § | Lord Xxxxxx Developing Growth Fund — Class A (frozen to incoming contributions and exchanges in) | ||
| § | Xxxxxx Xxxxxxx Institutional Fund Trust Value Portfolio — Adviser Class Shares (frozen to incoming contributions and exchanges in) | ||
| § | Xxxxxx Growth & Income Fund — Y Class (frozen to incoming contributions and exchanges in) |
| (8) | Restating the “Non-Fidelity Mutual Funds” section of Schedule “B”, in its entirety, as follows: |
| Non-Fidelity Mutual Funds: | Fees paid directly to Fidelity Investments Institutional Operations Company, Inc. (FIJOC) or its affiliates by Non-Fidelity Mutual Fund vendors shall be posted and updated quarterly on Plan Sponsor Webstation at: xxxxx://xxx.xxxxxxxx.xxx or a successor site. |
| (9) | Effective August 4, 2004, amending Schedule “B” to add the following: |
| Stock Administration Fee: | Fee waived. | |||
| Dividend Pass-Through Fee: | Fee waived. | |||
| This fee is based on the following assumptions, in addition to those set forth in the Note section: | ||||
§ Dividends will be received quarterly in the
Stock Fund and distributed annually. |
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§ The default option for receiving dividends
will be reinvestment into the Stock Fund. |
| (10) | Amending Schedule “C” to restate the sentence immediately following the investment option section, in its entirety, as follows: | ||
| The Named Fiduciary hereby directs that the investment option referred to in Section 5(c) and 5(e)(vii)(B)(5) shall be the Fidelity Retirement Money Market Portfolio. | |||
| (11) | Effective August 4, 2004, amending Schedule “G” to add the following sentence after the first sentence: | ||
| Exchanges shall be subject to Plan rules and the Exchange Guidelines provided below shall apply to sources and funds to the extent eligible for Participant-directed purchases and/or sales. | |||
| (12) | Effective August 4, 2004, restating the “Detroit Edison Common Stock Fund” section of Schedule “G”, in its entirety, as follows: | ||
Stock Fund
| The following rules apply to any Participant-initiated exchange unless the Sponsor has directed the Trustee in writing to treat such exchanges as batch activity. | |||
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| § | Exchanges from Other Investment Options into Sponsor Stock. | ||
| Exchanges from a Plan investment option into Sponsor Stock will be processed after execution of the buy trade, at the next calculated NAV of the Plan investment option. | |||
| Sponsor Stock will be reflected in the Participant’s individual account in the Plan on the Business Day following execution of the trade. | |||
| § | Exchanges from Sponsor Stock Into Other Plan Investment Options. | ||
| Exchanges out of Sponsor Stock will be processed after execution of the sell trade. Except as otherwise provided in this Schedule, the Subsequent exchange into the other Plan Investment option will be processed upon settlement day of the sell trade, at the last calculated NAV for such date. | |||
| Shares of the other Plan investment option will be reflected in the Participant’s account on the following Business Day. | |||
| § | Additional Real Time Trading Restrictions. | ||
| All exchange requests involving Sponsor Stock must be made In shares of stock, even if the Plan allows for percentage and dollar amount exchanges. If a Participant Wishes to exchange out his or her entire balance in Sponsor Stock (or, if applicable, his or her entire balance in Sponsor Stock in a single source), the associated trade must be placed in whole shares, and fractional shares will be processed at the price determined by the Participant-directed trade. Exchange requests accompanied by certain order types may not be accepted outside of normal trading hours. Trade requests accompanying exchange requests that do not adhere to the Trustee’s standard guidelines, or that would violate securities exchange rules, may result in rejection or cancellation of the associated exchange request. | |||
| Exchanges from one stock fund to another, or from a Participant-directed brokerage account to Sponsor Stock are not permitted. | |||
| Exchanges into Sponsor Stock shall be subject to minimum reserves on the investment option used to fund the exchange, last established by the Trustee from time to time (or such higher reserves as the Sponsor directs in writing). Exchanges in excess of the minimum reserve are prohibited. | |||
| (13) | Adding a new Schedule “L”, as attached hereto. |
IN WITNESS WHEREOF, the Trustee and the Sponsor have caused this Sixteenth Amendment to be
executed by their duly authorized officers effective as of the day and year first above written.
| DTE ENERGY COMPANY | FIDELITY MANAGEMENT TRUST COMPANY | |||||||||
By:
|
/s/ Xxxx X. XxXxxxx 7/29/04 | By: | /s/ Xxxxxxx Xxxx Xxxxxx 8/12/04 | |||||||
| Date | FMTC Authorized Signatory Date | |||||||||
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SCHEDULE “L” — Cash Dividend Operating Procedures
DTE Energy Company (“the Sponsor”) and Fidelity Investments Institutional Operations Company, Inc.
(“Fidelity”) hereby agree that the cash dividend pass-through program with respect to the DTE
ENERGY COMPANY STOCK FUND (the “Stock Fund”) shall be administered in accordance with the following
procedures.
Definitions:
“Business Day” shall mean any day the New Yolk Stock Exchange is open for business.
“Dividend Payable Date” shall mean the business day Fidelity receives funding for the Stock Fund
dividends from the transfer agent.
“Dividend Payout Date” shall mean each year that DTE Energy directs Fidelity to allow plan participants to elect to receive their eligible company stock dividends in cash. Generally, this will occur after the final dividend posting occurs in the respective plans each calendar year and not later than go days following the end of the same calendar year
“Dividend Payout Date” shall mean each year that DTE Energy directs Fidelity to allow plan participants to elect to receive their eligible company stock dividends in cash. Generally, this will occur after the final dividend posting occurs in the respective plans each calendar year and not later than go days following the end of the same calendar year
Procedures:
1. The Sponsor shall, as soon as practicable, inform Fidelity of the expected dividend dates
(record date, ex-dividend date and payment date) and the anticipated amount of the dividend.
2. The amount of dividend attributable to each eligible participant shall be determined by
multiplying the dividend per share by the amount of shares held by each eligible participant on
ex-dividend date.
3. On the Dividend Payable Date, the transfer agent shall wire to Fidelity the funding for the
dividends paid to the DTE Energy Company Savings and Stock Ownership Plan, The Detroit Edison
Company Savings & Stock Ownership Plan for Employees Represented by Local 17 of the International
Brotherhood of Electrical Workers, The Detroit Edison Company Savings & Stock Ownership Plan for
Employees Represented by Local 223 of the Utility Workers Union of America, and The MICHCON
Investment and Stock Ownership Plan as calculated under Section 2 above. Because the Sponsor has
elected an annual payment of the dividend to participants electing to receive their dividends in
cash, each wire from the transfer agent will be held in the DTE Energy Company Stock Fund until the
next Dividend Payout Date.
4. Each Dividend Payout Date, for eligible participants who have elected to receive their
dividends annually in cash, Fidelity shall begin the processing of participant checks. Participants
receiving a dividend of less than $10 and participants failing to make a distribution election will
have their dividend reinvested in the Stock Fund.
5. Dividends are automatically reinvested each quarter into the DTE ENERGY COMPANY STOCK FUND.
Upon the disbursement of the last dividend of the year Fidelity will disperse communication
informing participants of the amount of the eligible dividends for payout and the window within
which they can call to elect to receive dividends in cash. The plan default is for the dividends to
remain in the plan and participants need to reelect each year.
6. Fidelity shall issue IRS Form 1099-DIV to participants no later than January 31 of the year
following the year in which participants received dividends in cash.
DTE Energy Company
Sixteenth Amendment
Trust Agreement
Sixteenth Amendment
Trust Agreement
10
