AMENDMENT TO
SAN DIEGO GAS & ELECTRIC COMPANY
DEFERRED COMPENSATION AGREEMENTS
FOR OFFICERS #1 AND #3
THIS AMENDMENT is made and entered into this _____ day of December,
1996, by and between San Diego Gas & Electric Company, (hereinafter
"Company") and _________________________________ (hereinafter
"Officer"), an elected Officer of Company.
.....All outstanding SAN DIEGO GAS & ELECTRIC COMPANY DEFERRED
COMPENSATION AGREEMENTS FOR OFFICERS #1 and SAN DIEGO GAS & ELECTRIC
COMPANY DEFERRED COMPENSATION AGREEMENTS FOR OFFICERS #3 entered into
between Company and Officer ("Deferred Compensation Agreements") are
hereby amended as follows:
1. A new paragraph is added at the end of each Deferred
Compensation Agreement as follows:
All amounts credited to Officer's account pursuant to this
Agreement may be used to purchase common stock of Enova
Corporation or other equity securities, subject to the
following conditions:
....a...All such purchases must be made through a stock equivalent
tracking.device, a "rabbi trust" or other similar instrument that causes
the deferred amount not to become taxable;
.....b.. Equity securities of other entities may be purchased only if
the Officer has met or is expected to meet, under the normal course of
events, the Company's Enova Corporation stock ownership requirement;
.....c....If the Officer becomes subject to a higher Enova Corporation
stock ownership requirement, the Officer may retain any then current
investment in equity securities of other entities, but shall not make
additional purchases of other equity securities until the higher Enova
Corporation stock ownership requirement has been met or is expected to
be met under the normal course of events; and
.....d....All such purchases must be made in accordance with applicable
Company procedures, as they may be amended from time to time.
2....All other provisions of the Deferred Compensation Agreements
shall remain in full force and effect.
IN WITNESS WHEREOF, this Amendment has been executed on the day
and year written above.
OFFICER COMPANY
_______________________________________ By____________________________
Signature of Officer Company_______________________
Title_________________________