SAN DIEGO GAS & ELECTRIC COMPANY
1996 DEFERRED COMPENSATION AGREEMENT
FOR NONEMPLOYEE DIRECTORS
THIS AGREEMENT, made and entered into this _____ day of
December, 1995, by and between San Diego Gas & Electric
Company, (hereinafter "SDG&E") and
______________________________________ (hereinafter
"Director"), a member of the Board of Directors of SDG&E
(hereinafter the "Board"),
WITNESSETH:
WHEREAS, fees are paid to Directors as a retainer; and
WHEREAS, Director and SDG&E desire that the payment of
said fees to Director 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
subsequent to its execution upon which Director's fees would
otherwise be payable to Director for service as a member of
the Board and shall continue in effect until this Agreement
is terminated as provided herein.
2. SDG&E shall credit to an account on SDG&E's books,
in Director's name, that portion of such Director's fees
otherwise payable to Director as may be specified by
Director on an election form submitted to SDG&E
simultaneously with the execution of this Agreement.
3. There shall be credited to Director's account an
additional amount equal to seven and four-tenths percent
(7.4%) per annum computed on the balance in Director's
account as of the end of each month; provided, however, that
SDG&E reserves the right to increase or decrease from time
to time such amount with respect to amounts to be credited
to the account subsequent to 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 rate shown in Xxxxx'x Average of Yields on Public
Utility Bonds for a utility having a rating equivalent to
SDG&E.
4. All amounts credited to Director's account pursuant
to paragraphs 2 and 3 hereof shall be paid to Director in a
lump sum on the date specified by Director on the Director's
election form. In the event of Director's death before any
payment due under this paragraph 4 has been paid, such
payment due shall be paid in a lump sum to the person
specified by the Director on the election form as soon as
administratively practicable.
5. No amounts credited to Director's account may be
assigned, transferred, encumbered, or made subject to any
legal process for the payment of any claim against Director,
Director's spouse or beneficiary. In no event shall
Director, Director's spouse or beneficiary have the right to
recover any fees credited to Director'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 SDG&E and the Director or any
other person. To the extent that any person acquires a
right to receive payments from SDG&E under this Agreement,
such right shall be no greater than the right of any
unsecured general creditor of SDG&E. Title to and
beneficial ownership of any assets, whether cash or
investments which SDG&E may earmark to pay the deferred
compensation hereunder, shall at all times remain assets of
SDG&E and neither the Director nor any other person shall,
under this Agreement, have any property interest whatsoever
in any specific assets of SDG&E.
7. The existence of this Agreement shall not confer
upon any Director any right to continue to serve as a
Director for any period of time.
8. This Agreement may be terminated by SDG&E upon 30
days written notice to the Director. Such termination shall
be applicable only with respect to fees payable to Director
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 director election form
and Section 3 of this Agreement.
9. Director acknowledges that Director has been
advised that Director may confer with and seek advice from a
tax or financial advisor of Director's choice concerning
this deferral. Director further acknowledges that Director
has not received tax advice from SDG&E nor has Director
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.
DIRECTOR SAN DIEGO GAS & ELECTRIC COMPANY
__________________________ By: ___________________________
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