exhibit1045.htm


    


     

    EXHIBIT
10.45

     

    


     

    


     

    PUGET
SOUND ENERGY, INC.

     

    SUPPLEMENTAL
DEATH BENEFIT PLAN

     

    FOR
EXECUTIVE EMPLOYEES

     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    Effective
October 1, 2000

    


     

    PUGET
SOUND ENERGY, INC.

     

    
      
        
        

      

      
        
        

      

      
        
        

      

    

    


     

    SUPPLEMENTAL
DEATH BENEFIT PLAN

     

    FOR
EXECUTIVE EMPLOYEES

     

    Effective
October 1, 2000

     

    PURPOSE

     

    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.

     

    1.           DEFINITIONS

     

    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:

     

    
      	
              1.1.

            	
              Beneficiary

            


    

     

    "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.

     

    
      	
              1.2.

            	
              Board

            


    

     

    "Board"
means the board of directors of the Company.

     

    
      	
              1.3.

            	
              Code

            


    

     

    "Code"
means the Internal Revenue Code of 1986, as it may be amended from time to
time.

     

    
      	
              1.4.

            	
              Company

            


    

     

    "Company"
means Puget Sound Energy, Inc., a Washington corporation, and any successor to
all or substantially all of the Company's assets or business.

     

    
      	
              1.5.

            	
              Earnings

            


    

     

    "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.

     

    
      	
              1.6.

            	
              Employee

            


    

     

    "Employee"
means an individual who is an employee of any Employer.

     

    
      	
              1.7.

            	
              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.

     

    
      	
              1.8.

            	
              ERISA

            


    

     

    "ERISA"
means the Employee Retirement Income Security Act of 1974, as it may be amended
from time to time.

     

    
      	
              1.9.

            	
              Normal
      Commencement Date

            


    

     

    "Normal
Commencement Date" has the same meaning as set forth in the SERP.

     

    
      	
              1.10.

            	
              Normal
      Retirement Date

            


    

     

    "Normal
Retirement Date" has the same meaning as set forth in the Retirement
Plan.

     

    
      	
              1.11.

            	
              Participant

            


    

     

    "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).

     

    
      	
              1.12.

            	
              Pension
      Benefit

            


    

     

    "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).

     

    
      	
              1.13.

            	
              Plan

            


    

     

    "Plan"
means this Supplemental Death Benefit Plan for Executive Employees, as it may be
amended from time to time.

     

    
      	
              1.14.

            	
              Plan
      Year

            


    

     

    "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.

     

    
      	
              1.15.

            	
              Retirement
      Date

            


    

     

    "Retirement
Date" means the earlier of the Normal Commencement Date or the Normal Retirement
Date.

     

    
      	
              1.16.

            	
              Retirement
      Plan

            


    

     

    "Retirement
Plan" means the Retirement Plan for Employees of Puget Sound Energy,
Inc.

     

    
      	
              1.17.

            	
              SERP

            


    

     

    "SERP"
means the Puget Sound Energy, Inc. Supplemental Executive Retirement
Plan.

     

    2.           PARTICIPATION

     

    
      	
              2.1.

            	
              Enrollment
      Requirements

            


    

     

    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.

     

    
      	
              2.2.

            	
              When
      Participation Begins

            


    

     

    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.

     

    
      	
              2.3.

            	
              When
      Participation Ends

            


    

     

    A
Participant's participation in this Plan shall end on the earliest of the dates
set forth below:

     

    
      	
               
      

            	
              (a)

            	
              The
      date this Plan is terminated under Article
4;

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      date he or she no longer qualifies as a Participant;
  and

            


    

     

    
      	
               
      

            	
              (c)

            	
              The
      date of his or her death.

            


    

     

    3.           PAYMENT
OF BENEFITS

     

    
      	
              3.1.

            	
              Benefit
      Amount

            


    

     

    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 benefit under this Plan.

     

    
      	
               
      

            	
              (a)

            	
              Pre-Retirement
      Benefit

            


    

     

    In the
event a Participant dies before the termination of his or her employment with
all Employers, the Beneficiary shall be paid a single sum amount equal to two
times Earnings, determined as of the date of the Participant's death and reduced
by the amount of the core life insurance payable pursuant to any
Employer-sponsored group life insurance plan.  No other benefit shall
be payable under this Plan.

     

    
      	
               
      

            	
              (b)

            	
              Post-Retirement
      Benefit

            


    

     

    In the
event a Participant dies after retiring from all Employers and such retirement
was subsequent to his or her Retirement Date, the Beneficiary shall be paid a
single sum amount equal to one times the amount of the annualized Pension
Benefit.  No other benefit shall be payable under this
Plan.

     

    
      	
              3.2.

            	
              Designation
      of Beneficiary

            


    

     

    The
Participant shall designate a Beneficiary or Beneficiaries who, upon his or her
death, will receive payment of the benefit under this Plan.  All
Beneficiary designations shall be in writing and on a form prescribed by the
Company for such purpose, and any such designation shall only be effective if
and when delivered to the Company during the lifetime of the
Participant.  The Participant may from time to time during his or her
lifetime change a designated Beneficiary or Beneficiaries by filing a new
beneficiary designation form with the Company.  If a designated
Beneficiary dies after the Participant, but before the Plan benefit relating to
such Beneficiary has been paid, such benefit shall be paid to such Beneficiary's
estate.  In the event the Participant shall fail to designate a
Beneficiary or Beneficiaries with respect to the Plan benefit, or if for any
reason such designation shall be ineffective, in whole or in part, or if no
designated Beneficiary survives the Participant, any payment that otherwise
would have been paid to such Beneficiary shall be paid to the Participant's
estate, and, in such event, such estate shall be the Beneficiary with respect to
such payment.

     

    4.           TERMINATION,
AMENDMENT OR MODIFICATION

     

    
      	
              4.1.

            	
              Termination

            


    

     

    Although
the Company anticipates that it will continue this Plan for an indefinite period
of time, it reserves the right to terminate this Plan at any
time.  This Plan will automatically terminate if the Company is
legally dissolved, files for liquidation under the Bankruptcy Code or merges
with, consolidates with or sells substantially all of its assets to another
entity and the Company is not the surviving entity (unless the Company's
successor in interest expressly agrees in writing to assume this Plan or the
liabilities hereunder).

     

    
      	
              4.2.

            	
              Amendment

            


    

     

    The
Company may, at any time, amend or modify this Plan in whole or in part;
provided, that no amendment or modification of this Plan shall affect the rights
of any Participant to a monthly benefit under Article 3 that is due and owing at
the time of the amendment or modification.

     

    
      	
              4.3.

            	
              Effect
      of Payment

            


    

     

    The full
payment of the benefit under Article 3 shall completely discharge all
obligations of all Employers to a Participant under this Plan.

     

    5.           ADMINISTRATION

     

    The
Company shall administer this Plan.  The Company expressly reserves
the right to interpret in its sole discretion any ambiguities in this Plan
regarding eligibility or benefits.  The decisions or actions of the
Company with respect to the administration, interpretation and application of
this Plan and the rules and regulations hereunder shall be final and conclusive
and shall be binding on all persons having any interest in this
Plan.

     

    6.           CLAIMS
PROCEDURES

     

    
      	
              6.1.

            	
              Presentation
      of Claim

            


    

     

    Any
Participant or Beneficiary (such Participant or Beneficiary being referred to in
this Article 6 as a "Claimant") may deliver to the Company a written claim
for a determination with respect to the amounts distributable to such Claimant
from this Plan.  If such a claim relates to the contents of a notice
received by the Claimant, the claim must be made within 60 days after the
Claimant received such notice.  All other claims must be made within
180 days of the date on which the event that caused the claim to arise
occurred.  The claim must state with particularity the determination
desired by the Claimant.

     

    
      	
              6.2.

            	
              Notification
      of Decision

            


    

     

    The
Company shall consider a Claimant's claim within a reasonable time, and shall
notify the Claimant in writing:

     

    
      	
               
      

            	
              (a)

            	
              That
      the Claimant's requested determination has been made, and that the claim
      has been allowed in full; or

            


    

     

    
      	
               
      

            	
              (b)

            	
              That
      the Company has reached a conclusion contrary, in whole or in part, to the
      Claimant's requested determination.  Such notice shall
      state:

            


    

     

    
      	
               
      

            	
              (i)

            	
              the
      specific reason(s) for the denial of the claim, or any part of it;
      and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              specific
      reference(s) to pertinent provisions of this Plan upon which such denial
      was based.

            


    

     

    
      	
              6.3.

            	
              Legal
      Action

            


    

     

    Compliance
with the foregoing provisions of this Article 6 is a mandatory prerequisite
to a Claimant's right to commence any legal action with respect to any claim for
benefits under this Plan.

     

    7.           MISCELLANEOUS

     

    
      	
              7.1.

            	
              Status
      of Plan

            


    

     

    This Plan
is intended to be a welfare plan within the meaning of DOL Regulation Section
2520.104-24.  This Plan shall be administered and interpreted in a
manner consistent with those intentions.

     

    
      	
              7.2.

            	
              Unsecured
      General Creditor

            


    

     

    Participants
and their Beneficiaries, heirs, successors and assigns shall have no legal or
equitable rights, interests or claims in any property or assets of the
Company.  For purposes of the payment of benefits under this Plan, any
and all of the Company's assets shall be, and remain, the general, unpledged
unrestricted assets of the Company.  The Company's obligation under
this Plan shall consist solely of an unfunded and unsecured promise to pay money
in the future.

     

    
      	
              7.3.

            	
              Company's
      Liability

            


    

     

    The
Company's liability for the payment of benefits shall be defined only by this
Plan.  The Company shall have no obligation to a Participant under
this Plan except as expressly provided in this Plan.

     

    
      	
              7.4.

            	
              Nonassignability

            


    

     

    Neither a
Participant nor a Beneficiary nor any other person shall have any right to
commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise
encumber, transfer, hypothecate, alienate or convey in advance of actual
receipt, the amounts, if any, payable under this Plan, or any part
thereof.  All of such rights are expressly declared to be unassignable
and nontransferable.  None of the amounts payable under this Plan
shall, prior to actual payment, be subject to seizure, attachment, garnishment
or sequestration for the payment of any debts, judgments, alimony or separate
maintenance owed by a Participant or any other person, or be transferable by
operation of law in the event of a Participant's or any other person's
bankruptcy or insolvency, or be transferable to a spouse as a result of a
property settlement or otherwise.

     

    
      	
              7.5.

            	
              Furnishing
      Information

            


    

     

    A
Participant shall cooperate with the Company by furnishing any and all
information requested by the Company and shall take such other actions as may be
requested in order to facilitate the administration of this Plan and the
payments of benefits hereunder, including, but not limited to, taking such
physical examinations (at the Company's expense) as the Company may deem
necessary.

     

    
      	
              7.6.

            	
              Captions

            


    

     

    The
captions of the articles, sections and paragraphs of this Plan are for
convenience only and shall not control or affect the meaning or construction of
any of its provisions.

     

    
      	
              7.7.

            	
              Governing
      Law

            


    

     

    Subject
to ERISA, the provisions of this Plan shall be construed and interpreted
according to the internal laws of the State of Washington, without regard to its
conflict of laws principles, except to the extent preempted by ERISA or by other
federal law.

     

    
      	
              7.8.

            	
              Successors

            


    

     

    The
provisions of this Plan shall bind and inure to the benefit of the Company and
its successors and assigns.

     

    
      	
              7.9.

            	
              Validity

            


    

     

    If any
provision of this Plan shall be found to be illegal or invalid for any reason,
such illegality or invalidity shall not affect the remaining parts hereof, but
this Plan shall be construed and enforced as if such illegal or invalid
provision had never been inserted herein.

     

    
      	
              7.10.

            	
              Insurance

            


    

     

    The
Company, on its own behalf and in its sole discretion, may apply for and procure
insurance related to this Plan and in such amounts and in such forms as the
Company may choose.  The Company shall be the sole owner and
beneficiary of any such insurance.  The Participant shall have no
interest whatsoever in any such policy or policies, and at the request of the
Company shall submit to medical examinations and supply such information and
execute such documents as may be required by the insurance company or companies
to which the Company has applied for insurance.

     

    IN
WITNESS WHEREOF, the Company has executed this Plan as of the effective date set
forth above.

     

    


     

    PUGET
SOUND ENERGY, INC.

     

    


     

    


     

    By:                                                                

     

         Name:                                                                

     

         Title: