ENOVA CORPORATION
.....................1997 DEFERRED COMPENSATION AGREEMENT
............................FOR NONEMPLOYEE DIRECTORS
.....THIS AGREEMENT, made and entered into this _____ day of December,
1996, by and between Enova Corporation or any of its subsidiaries,
(hereinafter "Company") and ______________________________________
(hereinafter "Director"), a member of the Board of Directors of Company
(hereinafter the "Board"),
.................................WITNESSETH:
......WHEREAS, fees are paid to Directors as a retainer; and
......WHEREAS, Director and Company 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....Company shall credit to an account on Company'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 Company simultaneously with the execution of this
Agreement.
......3....There shall be credited to Director's account an additional
amount equal to seven and eighty-five one-hundredths percent (7.85%) per
annum computed on the balance in Director'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 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 Enova Corporation 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 Company.
......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 Company and the Director 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 Director 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
Director any right to continue to serve as a Director for any period of
time.
......8....This Agreement may be terminated by Company 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 Company nor
has Director relied upon information provided by Company in electing to
make this deferral.
.......IN WITNESS WHEREOF, this Agreement has been executed on the day
and year written above.
NONEMPLOYEE DIRECTOR..............COMPANY
____________________________...... By ___________________________
Signature of Nonemployee Director. Company_______________________
.....................................Title ________________________
