DEFERRED COMPENSATION AGREEMENT
THIS AGREEMENT is made and entered into as of this 31st day of
December, 1994 by and between Helen B. Wasserman (hereinafter
called "Director") and THE SOUTHERN CONNECTICUT GAS COMPANY
(hereinafter called "the Company").
1. The Company shall accrue on December 31 of each year
during which Director serves as a member on the Company's Board of
Directors $7,000.00 of the fees payable to the Director by the
Company for attendance at Board of Director and Committee meetings
during each such year, and shall credit such amount to a special
account on its books (hereinafter referred to as the "Deferral
Account"). In addition, the Company shall accrue as interest on
December 31 of each year an amount equal to 8% of the total balance
in Director's name in this Deferral Account at the end of the
preceding year, and this amount shall also be credited to this
Deferral Account.
2. The aggregate amount of deferred compensation, together
with interest accrued thereon, credited to Director's Deferral
Account shall be paid in a lump sum, or if Director elects, in
installments at such times and in such amounts as are set forth in
Schedule A attached hereto. Such election must be made by written
notice and delivered to the Secretary of the Company. Any change
in such election may be made by giving written notice delivered to
the Secretary of the Company and shall apply only to income covered
by this Agreement which is earned after the date such notice has
been delivered to the Secretary. The first installment (or the
lump sum) shall be paid promptly on the first day of the first
month of the calendar year following the year in which Director
ceases to be a Director, and subsequent installments, if any, shall
be paid promptly at such times and in such amounts as are set forth
in Schedule A attached hereto until the entire amount credited to
Director's Deferral Account shall have been paid.
3. If Director should die before amounts credited to
Director's Deferral Account have been distributed, the payment of
amounts in Director's Deferral Account shall be made to the
Director's designated Beneficiary at such times and in such amounts
as provided in Schedule B attached hereto. If Director does not
designate a Beneficiary in Schedule B attached hereto, or in the
event that the Beneficiary designated by Director shall have
predeceased the Director, the balance in Director's Deferral
Account shall be paid promptly to Director's estate.
4. Director may at any time terminate an election to defer
payment of compensation by written notice delivered to the
Secretary of the Company. Such termination shall become effective
as of the end of the calendar year in which notice of termination
is given with respect to compensation payable for services as a
Director during a subsequent calendar year or years. Amounts
credited to Director's Deferral Account prior to the effective date
of termination shall not be affected thereby and shall be paid in
accordance with Paragraphs 2 and 3 above. Termination of the
election to defer payments for any particular year or years shall
not preclude Director from again electing to defer payments with
respect to any calendar year subsequent to the year in which such
election to defer is made.
5. The amounts credited to Director in the Deferral Account
shall not be held by the Company in a trust, escrow or similar
fiduciary capacity, and neither Director nor any legal
representative of Director shall have any ownership rights to or a
security interest in the amount. Any claim pursuant to the terms
of this Agreement shall be treated as a claim by a general
unsecured creditor of the Company.
6. This Agreement shall apply to all fees subject to this
Agreement which are earned subsequent to the date of this
Agreement.
The parties to this Agreement indicate their acceptance of its
terms by signing in the signature spaces provided below.
/s/ Helen B. Wasserman
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Director
THE SOUTHERN CONNECTICUT GAS COMPANY
By /s/ Vincent L. Ammann, Jr.
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SCHEDULE A
I hereby elect, pursuant to Paragraph 2 of the Deferred
Compensation Agreement, to receive payments from my Deferral
Account in 5 yearly equal installments, commencing on the first
day of the first month of the calendar year following the year in
which I attain the age of 70-1/2 years and cease to be a Director
and continuing until the entire amount credited by my Deferral
Account shall have been paid.
/s/ Helen B. Wasserman
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Director
October 25, 1994
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Date
SCHEDULE B
I hereby designate, pursuant to Paragraph 3 of the Deferred
Compensation Agreement, Edward Wasserman as Beneficiary entitled to
receive the amounts credited to my Deferral Accounts.
Such amounts shall be paid on the first day of the first month
of the calendar year following the year of my death and continuing
until the entire amount credited to my Deferral Account shall have
been paid.
/s/ Helen B. Wasserman
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Director
October 25, 1994
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Date