SAN DIEGO GAS & ELECTRIC COMPANY
1996 DEFERRED COMPENSATION AGREEMENT
FOR OFFICERS #1
(1996 BASE COMPENSATION)
(1997 BONUS)
THIS AGREEMENT, made and entered into this _____ day of
December, 1995, by and between San Diego Gas & Electric
Company, (hereinafter "Company") and
_____________________________________ (hereinafter
"Officer"), an elected Officer of Company.
WITNESSETH:
WHEREAS, in addition to 1996 base compensation,
incentive compensation payable in the form of a single sum
cash bonus may be paid to Officer in 1997 for outstanding
performance in 1996 ("1997 Bonus"); and
WHEREAS, Officer and Company desire that the payment of
said 1996 base compensation and/or 1997 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 seven and four-tenths percent
(7.4%) 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
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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______________________________
Signature of Officer
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