October 21, 1994
AMENDED AND RESTATED
DEFERRED PAYMENT PLAN
FOR THE BOARDS OF DIRECTORS OF
SOUTH JERSEY INDUSTRIES, INC.,
SOUTH JERSEY GAS COMPANY AND
ENERGY & MINERALS, INC.
R & T GROUP, INC.
SOUTH JERSEY ENERGY COMPANY
1. South Jersey Industries, Inc. (Industries), South Jersey Gas
Company (Gas Company), Energy & Minerals, Inc. (EMI),
R & T Group, Inc. (RTG) and South Jersey Energy Company
(Energy Company) (collectively the Companies) hereby establish a
Deferred Payment Plan (the Plan) for the benefit of members of
the Boards of Directors of the Companies. A Director of one or
more of the Companies may elect to defer receipt of all or a
part of fees payable to the Director by the Companies for
services rendered as a member of one or more of the Boards of
the Companies and Committees thereof, as set forth in paragraph
3. For purposes of the Plan, "Directors Fees" shall mean any
compensation payable to a Director for services rendered to all
of the Companies for which he or she serves in that capacity,
including fees payable for services as a member of any Committee
of any of the Boards of Directors.
2. Industries shall establish and maintain on its books a deferred
payment account (Deferred Payment Account) which shall be
administered by the Treasurer of Industries in the name of each
Director who elects to participate in the Plan. After the
effectiveness of a Director's election, pursuant to the election
provisions of the Plan, to defer receipt of all or a portion of
his or her Director's Fees, Industries shall credit to, and Gas
Company, EMI, RTG and Energy Company shall pay into, the
Deferred Payment Account as of the last day of each calendar
quarter the designated amount of his or her Fees payable by each
of such Companies. Interest at the rate quoted from time to
time by First Jersey National Bank/South, on Individual
Retirement Accounts or Keough Plan Accounts, or such other rate
as the Board of Directors of Industries may from time to time
determine, shall accrue on all amounts held in the Deferred
Payment Account, and shall be credited and compounded quarterly.
All right and title in and to all amounts credited to the
Deferred Payment Account shall at all times be the sole and
absolute property of Industries and be part of its general
funds, and shall in no event be deemed to constitute a fund or
collateral security for the payments provided under the
applicable Plan provisions. To the extent that any Director or
his or her designee acquires a right to receive payments under
the Plan, such right shall be no greater than the right of any
unsecured general creditor of Industries. Neither the Director
nor his or her designee shall have any interest in any amounts
credited to the Deferred Payment Account, or any right to
commute, encumber, pledge, sell, assign, or transfer any right
to receive payments under the Plan, except by will or the laws
of descent and distribution. All payments and rights thereto
are expressly declared to be nonassignable.
3. An election to defer receipt of all or a part of Directors' Fees
shall be made in writing on a form provided for that purpose and
shall be filed with the Secretary of Industries. An election
shall become effective for Directors' Fees payable for services
rendered during the month beginning after the date such election
is filed with the Secretary of Industries, and shall remain in
effect unless the Director revokes his election by a notice in
writing filed with the Secretary of Industries. Any such
revocation shall be applicable only prospectively for Directors'
Fees payable for services rendered beginning the month after the
date such revocation is filed with the Secretary of Industries,
and shall not affect amounts previously credited to the Deferred
Payment Account.
4. All amounts standing to the credit of a Director in the Deferred
Payment Account shall be paid to such Director, if living, at
the time and in the manner specified in his or her initial
election filed with the Secretary of Industries. The Director
may elect to receive all such amounts in a single lump-sum
payment or in a number (specified by him or her) of annual
installment payments (the amounts of each of which shall equal a
fraction of the balance credited to him or her in the Deferred
Payment Account at the time of the first such payment, the
numerator of such fraction being one (1) and the denominator of
such fraction being the total number of annual installments).
Each annual installment payment shall be accompanied by the
payment of interest accrued and credited for the benefit of such
Director in the Deferred Payment Account to the end of the last
calendar quarter preceding the date of payment. The date on
which the single lump-sum payment or the initial installment
payment shall be made shall be specified in the election filed
with the Secretary of Industries and shall be determined by
reference to a Director's age or the date on which he or she is
no longer a Director of any of the Companies. A Director may
amend the method or time of payment to him or her of amounts
held in the Deferred Payment Account at any time on or before
the last day of the calendar year immediately preceding the
calendar year in which the single lump-sum payment or the
initial installment payment would otherwise be paid pursuant to
the immediately preceding sentence. On or after the first day
of the calendar year in which the single lump-sum payment or
initial installment payment is to be made, a Director may not
amend the time or method of payment to him or her of amounts
held in the Deferred Payment Account without the consent of the
Board of Directors of the Company that will make payment of such
amounts, but such Board of Directors may, in its sole discretion
and without any obligation to do so, consent to an amendment
requested by a Director in such time or method of payment,
provided that a decision to consent to such a request is made by
majority vote of the members of that Board of Directors and that
the Director making the request does not participate in the
decision.
5. In the event that a Director shall die before all amounts
credited to his or her benefit in the Deferred Payment Account
shall have been paid to him, Industries shall make payments of
the balance of such amounts in one lump-sum amount to such
person or persons as the Director shall designate by notice in
writing filed with the Secretary of Industries or, in the
absence of such designation, to the Director's estate. The
Director may, from time to time, by notice filed with the
Secretary of Industries, substitute another or further
beneficiary or beneficiaries to receive all or a portion of such
lump-sum amount payable subsequent to his or her death.
6. The Plan may be amended or terminated at the discretion of the
Boards of Directors. However, any such amendment or termination
will not affect any amount already credited to the Deferred
Payment Account.
Dated: October 21, 1994