Exhibit 10(c)
SPLIT-DOLLAR LIFE INSURANCE PROGRAM
of the
TEXAS UTILITIES COMPANY SYSTEM
Section 1. Purpose
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1.1 Purpose. The Split-Dollar Life Insurance Program of the Texas
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Utilities Company System (the "Plan") is established effective July 1, 1995,
and is restated effective August 1, 1997, for the purpose of providing
eligible executives of the Texas Utilities Company System with insurance on
the life of each such executive in recognition of the contributions of such
executives to the Company and for the purpose of continuing to maintain a
competitive level of benefits. This Plan is designed as an "unfunded or
insured welfare" plan maintained by the Company "for the purpose of providing
benefits for a select group of management or highly compensated employees"
and, therefore, is designed to be exempt from the reporting and disclosure
requirements of Part 1 of Title I of the Employee Retirement Income Security
Act of 1974 ("ERISA"). Regulation Section 2520.104-24 of the Department of
Labor.
Section 2. Definitions
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2.1 Definitions. Whenever used hereinafter, the following terms
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shall have the meanings set forth below:
(a) "AIP Award" means the award provided under the Annual Incentive Plan ofthe
Texas Utilities Company System.
(b) "Beneficiary" means the person or persons designated by the Participant to
receive the Benefit payable from the Policy upon the death of the Participant.
(c) "Benefit" means the benefits payable under the terms of the Policy of life
insurance issued on the life of the Participant pursuant to the Participation
Agreement.
(d) "Board of Directors" means the Board of Directors of the Company.
(e) "Business Unit" means a subsidiary, division or operating unit of the
Company designated by the Chief Executive Officer of the Company which will
focus on its own unique products, services and markets.
(f) "Collateral Assignment" means the document assigning an interest in the
Policy to the Company, as set forth in Section 4.4 herein, a form of which
document is attached as Exhibit A and incorporated herein.
(g) "Committee" means the Administrative Committee, whose members initially
shall be H. J. Gibbs, H. D. Farell, P. Pittman, J. H. Scott, and P. B.
Tinkham. Subsequently, members of the Committee shall be appointed by the
Board of Directors.
(h) "Company" means Texas Utilities Company, its successors and assigns.
(i) "Compensation" means the annual rate of base salary, calculated without
regard to any deferrals, as of June 1 immediately preceding the Plan Year plus
the average of the AIP Award over the immediately preceding three-year period;
provided, however, no more than the target AIP level
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amounts will be included in such average and, in years prior to the
accumulation of AIP Award data forthe immediately preceding three-year period,
the average shall be determined with data for such shorter period.
(j) "Disability Plan" means the Texas Utilities System Employee Long-Term
Disability Income Plan.
(k)"Early Termination" means termination of employment with the Company or the
ceasing to be an Eligible Employee prior to: (1) reaching age fifty-five and
obtaining fifteen years of Accredited Service (as defined in the Retirement
Plan), or (2) becoming fully vested in the Benefit as set forth in Section 5.2
hereof; or termination for cause, as determined, for purposes of the Plan,
solely in the discretion of the Plan Administrator.
(l) "Eligible Employee" means an individual who is elected as a corporate
officer of a Participating Employer with a title of Vice President or above.
(m) "Insurer" means the insurance company or companies selected by the
Committee to issue Policies pursuant to the Participation Agreements
hereunder.
(n) "Participant" means an Eligible Employee who enters into a Participation
Agreement with the Company and whose Participation Agreement has not
terminated.
(o) "Participating Employer" means the Company and each of its subsidiaries,
affiliates or Business Units which elect to participate and adopt this Plan
and are approved by the Committee for participation in this Plan. The
Participating Employers, as of the date of the restatement of this Plan, are
listed on Exhibit "C" attached hereto. Participation in the Plan by
additional Participating Employers will commence as of the beginning of the
Plan Year following Committee approval of such participation.
(p) "Participation Agreement" or "Agreement" means the agreement between the
Participant and the Company for performance of obligations incident to the
provision of Benefits, a form of which document is attached as Exhibit B and
incorporated herein. The form of the Participation Agreement may be changed
from time to time by the Committee.
(q) "Plan Administrator" means the person(s) or entities appointed to assist
the Committee in carrying out the operations of the Plan.
(r)"Plan Retirement Date" means July 1 immediately following the Participant's
attainment of age sixty-five.
(s)"Plan Year" means the twelve-month period beginning July 1 and ending June
30.
(t)"Policy" means the policy or policies of life insurance issued pursuant to
the Participation Agreements hereunder and shall include any substitutions,
replacements, additional or supplemental policies. In certain interim
situations, as set forth in the Participation Agreements, "Policy" means term
life insurance.
(u)"Retirement Plan" means the Retirement Plan for Employees of the Texas
Utilities Company System.
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Section 3. Eligibility
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Each Eligible Employee who shall not have attained the age of sixty-five
may become a Participant in the Plan effective as of the July 1 immediately
following their becoming an Eligible Employee by executing a Participation
Agreement and filing the Agreement with the Plan Administrator, as evidenced
in the records of the Plan Administrator.
Section 4. Policies
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4.1 Issuance. Each Participant, pursuant to the Participation
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Agreement, will take the required actions set forth in the Participation
Agreement to cause a Policy to be issued by the Insurer on the life of the
Participant and to be maintained in force at all times to provide the Benefits
set forth herein.
4.2 Ownership. Subject to the Collateral Assignment of the Policy to
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the Company, each Participant or such Participant's designee shall be the
owner of the Policy ("Owner") on such Participant's life issued pursuant to
the applicable Participation Agreement and, as such Owner and subject to
Sections 8.2 and 10.2 herein, may exercise all rights of ownership with
respect to such Policy.
4.3 Payment of Premiums. All premiums on the Policies acquired
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pursuant to Participation Agreements hereunder shall be promptly paid by the
Company when and as they become due in accordance with and subject to the
applicable Participation Agreement.
It is the Company's intention that the Company's financial obligation
with respect to each Policy will be structured to be terminated upon the later
of: (1) the Participant's fifteenth year of full participation in the Plan, as
set forth in Section 5.4 herein; or (2) the Participant's attainment of age
sixty-five, at which time the Policy is expected to have a cash surrender
value sufficient, at least, to maintain the Policy in force at its level at
such time.
4.4 Collateral Assignment of Policy. As security for the
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Participant's obligations under the Participation Agreement, each Participant
shall assign to the Company, by Collateral Assignment, an interest in the cash
value and Benefits of the Policy on such Participant's life. The Collateral
Assignment of any Policy shall be in the form(s) approved, from time to time,
by the Company in its sole discretion.
Section 5. Benefits
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5.1 Level. Benefits, subject to the Collateral Assignment and, with
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respect to individuals who become Eligible Employees on or after October 15,
1996, to the vesting schedule set forth in Section 5.2 below, shall be payable
from the Policy, which initially shall be issued in a face amount to provide
death Benefits equal to four times Compensation; provided, however, the face
amount of the Policy will not be decreased because of lower Compensation; and,
provided, further, the Company reserves the right to adjust the face amount of
any Policy which cannot be issued by the Insurer under standard cost in the
following manner: to the extent that the premium would exceed one hundred and
fifty percent (150%) of the standard cost ("Premium Amount"), the Committee
may reduce the face amount of coverage to the level such Premium Amount would
purchase or in such other manner as the Committee deems appropriate.
5.2 Vesting. Individuals who become Eligible Employees on or after
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October 15, 1996, shall not be immediately fully vested in the Benefit, but
shall vest in the Benefit periodically over time based on the number of years
of their participation in the Plan in accordance with the vesting schedule set
forth below:
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Amount of Death
Number of Years Benefit of Policy
Of Participation To Which Participant
In the Plan Is Vested
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Under 2 Full Years None
Completion of 2 Years One times Compensation
Completion of 3 Years Two times Compensation
Completion of 4 Years Three times Compensation
Completion of 5 Years Four times Compensation
5.3 Company's Limited Obligation. The Company shall have no further
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obligation to provide Benefits than to pay premiums under Section 4.3 herein
to maintain the Policy at the level set forth in Section 5.1 herein. The
Participant, other Owner, or, in the event of the Participant's death, the
Beneficiary shall look solely to the Insurer and the Policy for payment of
Benefits under the Plan.
5.4 Termination of Agreement. As set forth in the Agreement, the
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Agreement shall terminate on the earlier of (a) Early Termination, (b) death
of the Participant, (c) the July 1 following the later of (i) obtaining age
sixty-five or (ii) fifteen years of full participation in the Plan, or (d)
termination of the Plan by the Board of Directors. Full participation in the
Plan shall not include the period during which the Policy is a policy of term
life insurance.
5.5 Distribution. If the Agreement terminates because of Early
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Termination, the Participant will pay to the Company an amount equal to the
lesser of (a) the total amount of premiums paid with respect to the vested
portion of the Policy; or (b) the cash surrender value of the vested portion
of the Policy. Upon receipt of this amount, the Company will release the
Collateral Assignment with respect to the vested portion of the Policy. If
the Policy is comprised of more than one life insurance policy, the Committee
will determine in its sole discretion how and in which order such life
insurance policies will vest. The Policy or the balance, if any, payable
under the Policy will then be fully distributable according to the terms of
the Policy.
Notwithstanding anything herein seemingly to the contrary, in the event
that the Participant retires under the Retirement Plan, ceases to be an
Eligible Employee upon reaching age fifty-five and fifteen years of Accredited
Service, or becomes eligible for benefits under the Disability Plan, such
Participant will remain a Participant in the Plan until the Participation
Agreement terminates. Retirement under the Retirement Plan, in general, is
retirement upon obtaining age fifty-five and fifteen years of Accredited
Service, if early, or upon obtaining age sixty-five.
If the Agreement terminates because of reasons other than Early
Termination, the Company will receive the total amount of premiums paid with
respect to the Policy from the cash surrender value or, in the event of the
Participant's death, the Company will receive the amount in excess of the
level of the vested Benefits payable from the proceeds of the Policy. The
Participant, if such amount is not paid directly to the Company by the
Insurer, agrees, pursuant to the Participation Agreement, to reimburse the
Company for such amount. Upon receipt of this amount, the Company will
release the Collateral Assignment with respect to the Policy. The Policy or
the balance, if any, payable under the Policy, or, in the event of the
Participant's death, the level of the vested Benefits payable from the
proceeds of the Policy will be fully distributable according to the terms of
the Policy.
5.6 Tax Offset Payments. Upon reaching retirement, to the extent
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that a Participant may be deemed to realize gross income in any year for
Federal income tax purposes on the economic benefit of the Policy on the
Participant's life, the Company, in the discretion of the Plan Administrator,
may pay to each such Participant such amount as will fully compensate the
Participant for all such taxes attributable to the receipt of such income and
such payment in order to preserve for the Participant on an after-tax basis
the full Benefits intended to be conferred by this Plan.
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5.7 Claims. All claims for Benefits shall be filed with the Insurer.
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Section 6. Transferability and Spend Thrift Provision
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6.1 Nontransferability. Any assignment of the Policy by the
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Participant for estate planning, tax planning or other purposes shall be
subject to the Collateral Assignment; and such Assignment shall so provide.
Any rights to Benefits under the Plan are not subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance,
attachment, or garnishment by creditors of the Participant, other Owner or the
Beneficiary.
Section 7. Designation of Beneficiaries
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7.1 Specified Beneficiary. The Owner shall designate a Beneficiary
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or Beneficiaries who, upon the Participant's death, are to receive, subject to
the Collateral Assignment, the proceeds of the Policy. All Beneficiary
designations shall be in writing and signed by the Owner, and shall be
effective only if and when delivered to the Insurer during the lifetime of the
Participant. The Owner may, from time to time during the Participant's
lifetime, change the Beneficiary or Beneficiaries by a signed, written
instrument delivered to the Insurer. The payment of amounts shall be in
accordance with the last unrevoked written designation of the Beneficiary that
has been signed and so delivered.
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Section 8. Rights of Participants
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8.1 Employment. All Participants understand that they are employees
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at will. Therefore, nothing in the Plan or Participation Agreement shall
interfere with or limit in any way the right of the Company to terminate, for
any or no reason, any Participant's employment at any time, nor confer upon a
Participant any right to continue in the employ of the Company.
8.2 Loans. Prior to the termination of the Participation Agreement,
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the Participant or other Owner shall not have the right to pledge the Policy
as security for a loan or to obtain from the Insurer a loan against the cash
surrender value of the Policy.
Section 9. Administration
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9.1 Administration. The Committee shall be responsible for the
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administration of the Plan. The Committee is authorized to interpret the
Plan, to prescribe, amend, and rescind rules and regulations relating to the
Plan, provide for conditions and assurances deemed necessary or advisable to
protect the interests of the Company, and to make all other determinations
necessary or advisable for the administration of the Plan. The determination
of the Committee, interpretation or other action made or taken pursuant to the
provisions of the Plan, shall be final, binding and conclusive for all
purposes and upon all persons whomsoever. The Committee shall appoint a Plan
Administrator to assist in carrying out the operations of the Plan.
Section 10. Rights of Company
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10.1 Amendment or Termination of the Plan. The Board of Directors
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may amend, terminate, or suspend the Plan at any time. Any such amendment,
termination, or suspension of the Plan shall be effective on such date as the
Board of Directors may determine. An amendment or modification of the Plan
may affect Participants at the time thereof as well as future Participants,
but no amendment or modification of the Plan for any reason may diminish any
Participant's Benefit as of the effective date thereof. Upon Plan
termination, all Participation Agreements shall terminate.
10.2 Loans. The Company shall have the right to obtain from the
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Insurer a loan against the cash surrender value of each Policy issued
hereunder.
Section 11. Requirements of Law.
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11.1 Governing Law. The Plan, and all agreements hereunder, shall be
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construed in accordance with and governed by the laws of the State of Texas.
EXECUTED effective as of the _____ day of _________________, 1997.
TEXAS UTILITIES COMPANY
By: /s/ Peter B. Tinkham
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Peter B. Tinkham, Secretary
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EXHIBIT "C"
PARTICIPATING EMPLOYERS
AS OF MAY 8, 1998
Texas Utilities Company
Texas Energy Industries Inc.
Texas Utilities Electric Company
Texas Utilities Fuel Company
Texas Utilities Mining Company
Texas Utilities Services Inc.
Basic Resources Inc.
CHACO Energy Company
Southwestern Electric Service Company
ENSERCH Corporation, including its
operating divisions Lone Star Gas
Company and Lone Star Pipeline Company
Enserch Processing, Inc.