SAN DIEGO GAS & ELECTRIC COMPANY
1995 DEFERRED COMPENSATION AGREEMENT
FOR OFFICERS #1
(1995 BASE COMPENSATION)
(1996 BONUS)
THIS AGREEMENT, made and entered into this_____ day of December, 1994, by and
between San Diego Gas & Electric Company, (hereinafter "Company") and
____________________________________ (hereinafter "Officer"), an elected
Officer of Company.
WITNESSETH:
WHEREAS, in addition to 1995 base compensation, incentive compensation payable
in the form of a single sum cash bonus may be paid to Officer in 1996 for
outstanding performance in 1995 ("1996 Bonus"); and
WHEREAS, Officer and Company desire that the payment of said 1995 base
compensation and/or 1996 bonus to Officer be deferred, pursuant to the terms and
provisions of this Agreement;
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. This Agreement shall be effective on the first date after its execution
upon which Officer's bonus would otherwise be payable to Officer for
outstanding performance and shall continue in effect until this
Agreement is terminated as provided herein.
2. Company shall credit to an account on Company's books, in Officer's name,
that portion of such Officer's bonus otherwise payable to Officer as may
be specified by Officer on an Election Form submitted to Company
simultaneously with the execution of this Agreement. If an Officer has
elected to defer 100% of such Officer's bonus (pursuant to Deferred
Compensation Agreements for
Officers #1 and #3) and the Officer is also participating in the
Savings Plan of
San Diego Gas & Electric to the maximum extent permissible, such Officer
may also elect to defer, and Company shall credit to the Officer's
account, a portion
of such Officer's base compensation (in equal monthly installments of
whole dollar amounts).
3. There shall be credited to Officer's account an additional amount equal to
nine
and four-tenths percent (9.4%) per annum computed on the balance in
Officer's account as of the end of each month; provided, however, that
Company reserves the right to increase or decrease from time to time such
amounts to be credited to the account after the date of such increase or
decrease, provided that upon a "change-in-control" (as defined in the
SDG&E
Amended 1986 Long-Term Incentive Plan) the percentage used shall not
decrease to less than the last published percentage shown in Moody's
Average of Yields on Public Utility Bonds for a utility having a rating
equivalent to SDG&E.
4. All amounts credited to Officer's account pursuant to paragraphs 2 and 3
hereof shall be paid to Officer on the date(s) specified by Officer on
this Agreement's Election Form. In the event of Officer's death after
installment payments to Officer have commenced hereunder, installment
payments shall continue to be paid to the person(s) specified by
Officer on the Election Form for the remainder of the period selected
by Officer on this Agreement's Election Form.
In the event of Officer's death before any payment has been made
under this Agreement, Officer's account shall be distributed or commence
to be
distributed, as soon as administratively practicable after Officer's
death, to the
person(s) specified by Officer on this Agreement's Election Form in the
form and over the period selected on such Election Form. The Company's
Executive
Compensation Committee may, in its sole discretion, provide instead for
payment of the amount in Officer's account to Officer's beneficiary in
a form
and over a period determined by the Committee except that the Committee's
authority and discretion to change the form or period of distribution
shall
terminate upon such a "change-in-control." If Officer's spouse is the
beneficiary, the annual amount of any installment payments under this
paragraph 4 shall at least equal the entire annual income earned by
the account
and if the spouse dies prior to distribution of all amounts in Officer's
account,
all undistributed income on such account shall be distributed to the
spouse's
estate. Upon the death of Officer's beneficiary, the balance in Officer's
account (after the application of the previous sentence, if the spouse is
the beneficiary) shall be distributed to the person(s) designated by the
beneficiary
on a form provided by Company or, if no designation is made, to the
beneficiary's estate.
5. No amounts credited to Officer's account may be assigned, transferred,
encumbered, or made subject to any legal process for the payment of any
claim
against Officer, Officer's spouse or beneficiary. In no event shall
Officer,
Officer's spouse or beneficiary have the right to recover any amounts
credited
to Officer's account other than in accordance with this Agreement.
6. Nothing contained in this Agreement and no action taken pursuant to the
provisions of this Agreement shall create or be construed to create a
trust of
any kind, or a fiduciary relationship between Company and the Officer
or any
other person. To the extent that any person acquires a right to receive
payments from Company under this Agreement, such right shall be no greater
than the right of any unsecured general creditor of Company. Title to and
beneficial ownership of any assets, whether cash or investments which
Company may earmark to pay the deferred compensation hereunder, shall at
all times remain assets of Company and neither the Officer nor any other
person shall, under this Agreement, have any property interest
whatsoever in any specific assets of Company.
7. The existence of this Agreement shall not confer upon any Officer any
right to
continue to serve as an Officer for any period of time.
8. This Agreement may be terminated by Company upon 30 days written notice
to the Officer. Such termination shall be applicable only with respect to
bonuses and/or base compensation payable to Officer on and after the
first day
of the calendar year following the date of termination. Funds previously
deferred and credited (and income earned on such funds) will continue to
be governed by the applicable year's Officer's Deferred Compensation
Agreement Election Form and Section 3 of this Agreement.
9. Officer acknowledges that Officer has been advised that Officer may confer
with and seek advice from a tax or financial advisor of Officer's choice
concerning this deferral. Officer further acknowledges that Officer has
not
received tax advice from SDG&E nor has Officer relied upon information
provided by SDG&E in electing to make this deferral.
IN WITNESS WHEREOF, this Agreement has been executed on the day and year
written above.
OFFICER SAN DIEGO GAS & ELECTRIC COMPANY
__________________________ By ____________________________