EXHIBIT 10.45
PUGET SOUND ENERGY,
INC.
SUPPLEMENTAL DEATH BENEFIT
PLAN
FOR EXECUTIVE
EMPLOYEES
Effective October 1,
2000
SUPPLEMENTAL DEATH BENEFIT PLAN
Effective October 1, 2000
The growth and
success of Puget Sound Energy, Inc. (the "Company") depends on its
ability to attract and retain the services of executive employees
of the highest competence, and to provide incentives that motivate
the continued and effective service and contributions of such
employees. The purpose of this Plan is to advance the
interests of the Company and its shareholders through a
supplemental death benefit plan designed to attract, motivate and
retain such executive employees and to acknowledge the Company's
appreciation for the executives services during his or her
lifetime. This Plan shall be unfunded for tax purposes
and for purposes of Title I of ERISA.
For purposes of this
Plan, the following words and phrases shall have the meanings
indicated, unless a different meaning is clearly indicated by the
context:
"Beneficiary" means
the person, trust or other entity designated by the Participant
pursuant to Section 3.2 who is or may become entitled to receive a
benefit under this Plan in the event of the Participant's
death.
"Board" means the
board of directors of the Company.
"Code" means the
Internal Revenue Code of 1986, as it may be amended from time to
time.
"Company" means Puget
Sound Energy, Inc., a Washington corporation, and any successor to
all or substantially all of the Company's assets or business.
"Earnings" means
annual base salary plus target incentive bonus (as of the earlier
of a Participant's death or termination of employment), before any
deferrals or reductions under a Code Section 401(k) plan, Code
Section 125 cafeteria plan or a nonqualified deferred compensation
plan, but excluding any long-term incentive
compensation. Amounts paid after the Participant ceases
to be an active Participant in this Plan shall not be taken into
account, unless the Company specifically decides otherwise.
"Employee" means an
individual who is an employee of any Employer.
"Employer" means the
Company and shall include any of its subsidiaries at any tier (now
in existence or hereafter formed or acquired) that have been
selected by the Board to participate in this Plan and that have
adopted this Plan.
"ERISA" means the
Employee Retirement Income Security Act of 1974, as it may be
amended from time to time.
"Normal Commencement
Date" has the same meaning as set forth in the SERP.
"Normal Retirement
Date" has the same meaning as set forth in the Retirement Plan.
"Participant" means
any Employee who is eligible to participate in this
Plan. Participation in this Plan shall be limited to a
select group of management and highly compensated Employees chosen
by the Board in its discretion. A spouse or former
spouse of a Participant shall not be treated as a Participant even
if such spouse has an interest in the Participant's benefits under
this Plan. An Employee shall continue to be treated as a
Participant if he or she retires subsequent to the Retirement Date
and is otherwise eligible for a benefit pursuant to Section
3.1(b).
"Pension Benefit"
means, as to a Participant, the annual annuity amount payable under
the Retirement Plan plus the annual annuity amount payable under
the SERP. The annual annuity amount for purposes of
calculating the Pension Benefit shall be zero if (a) a
Participant elects and is paid a single-sum form of benefit under
the Retirement Plan or the SERP, as applicable, or (b) a
Participant elects and receives a transfer of his or her SERP
benefit from the SERP to the Puget Sound Energy, Inc. Deferred
Compensation Plan for Key Employees (or its successor).
"Plan" means this
Supplemental Death Benefit Plan for Executive Employees, as it may
be amended from time to time.
"Plan Year" means,
except for the first Plan Year, a period beginning on January 1 of
each year and continuing through December 31 of such year.
"Retirement Date"
means the earlier of the Normal Commencement Date or the Normal
Retirement Date.
"Retirement Plan"
means the Retirement Plan for Employees of Puget Sound Energy,
Inc.
"SERP" means the
Puget Sound Energy, Inc. Supplemental Executive Retirement
Plan.
A Participant shall
complete and return to the Company an enrollment form, beneficiary
designation, and such other materials as the Company may request,
within 30 days after becoming eligible to participate in this
Plan.
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When Participation Begins
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A Participant shall
commence participation in this Plan on the first day of the month
following the month in which the Participant completes all
enrollment requirements. A Participant who does not meet
the requirements within the time specified in Section 2.1 shall not
be eligible to participate in this Plan until the first day of the
Plan Year following delivery to the Company of the required
forms.
A Participant's
participation in this Plan shall end on the earliest of the dates
set forth below:
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The date this Plan is terminated under Article
4;
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The date he or she no longer qualifies as a
Participant; and
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The date of his or her death.
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In the event a
Participant dies after the termination of his or her employment
with all Employers (due to retirement or any other reason), but
such termination occurs before the Retirement Date, neither the
Participant nor his or her Beneficiary shall be entitled to a
