MID-CAREER HIRE SUPPLEMENTAL RETIREMENT INCOME PLAN
FOR SELECTED EMPLOYEES OF
PUBLIC SERVICE ELECTRIC AND GAS COMPANY
AND ITS AFFILIATES
Effective January 1, 1996
TABLE OF CONTENTS
Section 1. Definitions. . . . . . . . . . . . . . . . . . . . . 1
Section 2. Eligibility. . . . . . . . . . . . . . . . . . . . . 4
Section 3. Supplemental Retirement Benefit. . . . . . . . . . . 5
Section 4. Supplemental Surviving Spouse Benefit. . . . . . . . 6
Section 5. Administration of the Plan . . . . . . . . . . . . . 7
Section 6. Claims Procedure and Status Determination. . . . . . 9
Section 7. Amendment or Termination . . . . . . . . . . . . . .10
Section 8. General Provisions . . . . . . . . . . . . . . . . .10
Section 9. Miscellaneous. . . . . . . . . . . . . . . . . . . .13
MID-CAREER HIRE SUPPLEMENTAL RETIREMENT INCOME PLAN
FOR SELECTED EMPLOYEES OF
PUBLIC SERVICE ELECTRIC AND GAS
COMPANY AND ITS AFFILIATES
This Mid-Career Hire Supplemental Retirement Income Plan for
Selected Employees of Public Service Electric and Gas Company and
its Affiliates is adopted effective January 1, 1995. This Plan is
established and maintained by Public Service Electric and Gas
Company and its Participating Affiliates solely for the purpose of
assisting in attracting and retaining a stable pool of key
managerial and professional talent and long-term key employee
commitment by providing certain supplemental retirement benefits
based upon additional service credit for a selected number of
their key employees who participate in the Pension Plan of Public
Service Electric and Gas Company. This Plan is intended to
constitute an unfunded plan of deferred compensation for a select
group of management or highly compensated employees for purposes of
Title 1 of ERISA.
Accordingly, Public Service Electric and Gas Company hereby
adopts this Plan pursuant to the terms and provisions set forth
below:
Section 1. Definitions
When used herein, the words and phrases hereinafter defined
shall have the following meanings unless a different meaning is
clearly required by the context of the Plan:
1.1 "Affiliate" shall mean any organization which is a member
of a controlled group of Companies (as defined in Code Section
414(b), as modified by Code Section 415(h)) which includes the
Company; or any trades or businesses (whether or not incorporated)
which are under common control (as defined in Code Section 414(c),
as modified by Code Section 415(h)) with the Company; or a member
of an affiliated service group (as defined in Code Section 414(m))
which includes the Company or any other entity required to be
aggregated with the Company as required by regulations promulgated
pursuant to Code Section 414(o).
1.2 "Beneficiary" shall mean any person or persons selected by
a Participant on a form provided by the Company who may become
eligible to receive the benefits provided under this Plan in the
event of such Participant's death.
1.3 "Board of Directors" or "Board" shall mean the Board of
Directors of the Company.
1.4 "Code" shall mean the Internal Revenue Code of 1986, as
amended, and as same may be amended from time to time.
1.5 "Company" shall mean Public Service Electric and Gas
Company.
1.6 "Compensation" shall mean compensation as defined in the
Reinstatement Plan.
1.7 "Credited Service" shall mean the aggregate of all periods
of employment with the Company or an Affiliate or former Affiliate
and all periods of additional service credit granted by the Company
for which a Participant will be given credit in computing his
Supplemental Retirement Benefit.
1.8 "Employee Benefits Committee" or "Committee" shall mean the
Employee Benefits Committee of Public Service Electric and Gas
Company.
1.9 "Employee Benefits Policy Committee" or "Policy Committee"
shall mean the Employee Benefits Policy Committee of Public Service
Enterprise Group Incorporated, the Company's parent.
1.10 "ERISA" shall mean the Employee Retirement Income
Security Act of 1974, as amended, and as the same may be amended
from time to time.
1.11 "Normal Retirement Date" shall mean the first day of the
month coinciding with or next following a Participant's attainment
of age 65.
1.12 "Participant" shall mean each employee or former employee
of the Company or a Participating Affiliate who is nominated by the
Chief Executive Officer of the Company and designated by the
Employee Benefits Policy Committee. The Chief Executive Officer of
the Company shall nominate such select and key employees of the
Company and Participating Affiliates upon such terms as he shall
deem appropriate due to the employee's responsibilities and
opportunity to contribute to the financial and operating objectives
of the Company or Participating Affiliate.
1.13 "Participating Affiliate" shall mean any Affiliate of
the Company which (a) is the sponsor or a Participating Affiliate
of the Reinstatement Plan; (b) adopts this Plan with the approval
of the Board of Directors; (c) authorizes the Board of Directors
and the Employee Benefits Committee to act for it in all matters
arising under or with respect to this Plan; and (d) complies with
such other terms and conditions relating to this Plan as may be
imposed by the Board of Directors.
1.14 "Pension Plan" shall mean the Pension Plan of Public
Service Electric and Gas Company and each successor or replacement
plan.
1.15 "Plan" shall mean this Mid-Career Hire Supplemental
Retirement Income Plan for Selected Employees of Public Service
Electric and Gas Company and Its Affiliates.
1.16 "Plan Year" shall mean the calendar year.
1.17 "Reinstatement Plan" shall mean the Retirement Income
Reinstatement Plan for Non-Represented Employees of Public Service
Electric and Gas Company and its Affiliates.
1.18 "Reinstatement Plan Retirement Benefit" shall mean the
aggregate annual benefit payable to a Participant pursuant to the
Reinstatement Plan by reason of his termination of employment with
the Company and all Affiliates for any reason other than death.
1.19 "Reinstatement Plan Surviving Spouse Benefit" shall mean
the aggregate annual benefit payable to the Surviving Spouse of a
Participant pursuant to the Reinstatement Plan in the event of the
death of the Participant at any time prior to commencement of
payment of his Reinstatement Plan Retirement Benefit.
1.20 "Supplemental Retirement Benefit" shall mean the benefit
payable to a Participant pursuant to this Plan by reason of his
termination of employment with the Company and all Affiliates for
any reason other than death.
1.21 "Surviving Spouse" shall mean a person who is married to
a Participant at the date of his death.
1.22 "Year of Service" shall mean Year of Service as defined
in the Pension Plan.
1.23 "Supplemental Surviving Spouse Benefit" shall mean the
benefit payable to a Surviving Spouse pursuant to this Plan.
Section 2. Eligibility
2.1 A Participant who is nominated by the Chief Executive
Officer of the Company and selected by the Employee Benefits Policy
Committee to participate in this Plan shall be eligible to receive
a Supplemental Retirement Benefit. The Surviving Spouse of a
Participant described in the preceding sentence who dies prior to
commencement of payment of his Reinstatement Plan Retirement
Benefit shall be eligible to receive a Supplemental Surviving
Spouse Benefit.
2.2 Upon selection for participation in the Plan, the Employee
Benefits Policy Committee shall designate the number of years of
additional Credited Service to which such Participant shall be
entitled to be credited in calculating his Supplemental Retirement
Benefit under this Plan.
Section 3. Supplemental Retirement Benefit
3.1 The Supplemental Retirement Benefit payable to an eligible
Participant shall be equal to the excess of (a) over (b) where:
(a) is the amount of Pension Plan Retirement Benefit or
Reinstatement Plan Retirement Benefit (which ever is greater) to
which the Participant would have been entitled under the Pension
Plan or Reinstatement Plan, as applicable, if such benefit were
computed with the additional years of Credited Service provided for
in this Plan; and
(b) is the Pension Plan Retirement Benefit or Reinstatement
Plan Retirement Benefit, as applicable, actually payable to the
Participant or payable to a third party on the Participant's
behalf..
The amounts described in (a) and (b) shall be computed as of
the date of termination of employment of the Participant with the
Company and all Affiliates in the form of a single life annuity
payable over the lifetime of the Participant only commencing on his
Normal Retirement Date.
3.2. The Supplemental Retirement Benefit payable to a
Participant shall be paid in the same form under which the Pension
Plan Retirement Benefit or Reinstatement Plan Retirement Benefit,
as applicable, is payable to the Participant (including the
election to receive a lump sum distribution of the present value of
any benefit). The Participant's election under the Pension Plan of
any optional form of payment of his Pension Plan Retirement Benefit
(with the valid consent of his spouse where required under the
Pension Plan) shall also be applicable to the payment of his
Supplemental Retirement Benefit hereunder.
3.3 Payment hereunder of the Supplemental Retirement Benefit to
a Participant shall commence on the same date as payment of the
Pension Plan Retirement Benefit or Reinstatement Plan Retirement
Benefit, as applicable, to the Participant commences.
3.4 Notwithstanding the provisions of Sections 3.2 and 3.3
above, an election made by the Participant with respect to the form
of payment of his retirement benefits under the Pension Plan and
Reinstatement Plan, or the date for commencement of payment
thereof, shall not be effective with respect to the form of payment
or date for commencement of payment of his Supplemental Retirement
Benefits hereunder unless such election is expressly approved by
the Committee with respect to his Supplemental Retirement Benefit.
If the Committee shall not approve such election, then the form of
payment or date for commencement of payment of the Participant's
Supplemental Retirement Benefits shall be selected by the Committee
in its sole discretion.
3.5 A Supplemental Retirement Benefit which is payable in any
form other than a single life annuity over the lifetime of the
Participant, or which commences at any time prior to the
Participant's Normal Retirement Date, shall be the actuarial
equivalent of the Supplemental Retirement Benefit set forth in
Subsection 3.1 above as determined by the same actuarial
adjustments as those specified in the Pension Plan with respect to
determination of the amount of retirement benefits payable pursuant
to the Pension Plan on the date for commencement of payment
hereunder.
Section 4. Supplemental Surviving Spouse Benefit
4.1 If a Participant dies prior to commencement of payment of
his Pension Plan Retirement Benefit or Reinstatement Plan
Retirement Benefit under circumstances in which a Pension Plan
Surviving Spouse Benefit or Reinstatement Plan Surviving Spouse
Benefit is payable to his Surviving Spouse, then a Supplemental
Surviving Spouse Benefit shall be payable to his Surviving Spouse
as hereinafter provided. The Supplemental Surviving Spouse Benefit
payable to a Surviving Spouse shall be equal to the excess of (a)
over (b) where:
(a) is the amount of the greater of the Pension Plan
Surviving Spouse Benefit or Reinstatement Plan Surviving Spouse
Benefit to which the Surviving Spouse would have been entitled
under the Pension Plan or Reinstatement Plan, as applicable, if
such benefit were computed with the additional years of Credited
Service provided for in this Plan; and
(b) is the Pension Plan Surviving Spouse Benefit or
Reinstatement Plan Surviving Spouse Benefit, as applicable,
actually payable to the Surviving Spouse.
4.2 A Supplemental Surviving Spouse Benefit shall be payable
over the lifetime of the Surviving Spouse only in monthly
installments commencing on the date for commencement of payment of
the Pension Plan Surviving Spouse Benefit or Reinstatement Plan
Surviving Spouse Benefit, as applicable, to the Surviving Spouse
and terminating on the date of the last payment of the Pension Plan
Surviving Spouse Benefit or Reinstatement Plan Surviving Spouse
Benefit, as applicable, made before the Surviving Spouse's death.
Section 5. Administration of the Plan
5.1 The Committee shall be the named fiduciary of this Plan
responsible for the general operation and administration of this
Plan and for carrying out the provisions thereof. The Committee
shall have discretionary authority to construe the terms of this
Plan.
5.2 The Committee shall adopt such rules and procedures as it
deems necessary and advisable to administer this Plan and to
transact its business. Subject to the other requirements of this
Section 5, the Committee may--
(a) employ agents to carry out non-fiduciary responsibility;
(b) employ agents to carry out fiduciary responsibilities
(other than trustee responsibilities as defined in Section
405(c)(3) of ERISA);
(c) consult with counsel, who may be counsel to the Company
or an Affiliate; and
(d) provide for the allocation of fiduciary responsibilities
(other than trustee responsibilities as defined in Section
405(c)(3) of ERISA) among its members.
However, any action described in sub-paragraphs (b) or (d) of
this Subsection 5.2, and any modification or rescission of any such
action, may be effected by the Committee only by a resolution
approved by a majority of the Committee. The Committee shall be
entitled to rely conclusively upon all tables, valuations,
certificates, opinions and reports furnished any actuary,
accountant, controller, counsel or other person employed or engaged
by the Committee with respect to this Plan.
5.3 The Committee shall keep written minutes of all its
proceedings, which shall be open to inspection by the Board of
Directors. In the case of any decision by the Committee with
respect to a claim for benefits under this Plan, such Committee
shall include in its minutes a brief explanation of the grounds
upon which such decision was based.
5.4 In performing their duties, the members of the Committee
shall act solely in the interest of the Participants in this Plan
and their Beneficiaries and
(a) for the exclusive purpose of providing benefits to
Participants and their Beneficiaries;
(b) with the care, skill, prudence and diligence under the
circumstances then prevailing that a prudent person acting in like
capacity and familiar with such matters would use in the conduct of
an enterprise of a like character and with like aims; and
(c) in accordance with the documents and instruments
governing this Plan insofar as such documents and instruments are
consistent with the provisions of Title I of ERISA.
5.5 In addition to any other duties the Committee may have, the
Committee shall review the performance of all persons to whom the
Committee shall have delegated or allocated fiduciary duties
pursuant to the provisions of this Section 5.
5.6 The Company agrees to indemnify and reimburse, to the
fullest extent permitted by law, members of the Committee,
directors and employees of the Company and its Affiliates, and all
such former members, directors and employees, for any and all
expenses, liabilities or losses arising out of any act or omission
relating to the rendition of services for or the management and
administration of this Plan.
5.7 No member of the Committee nor any delegate thereof shall
be personally liable by virtue of any contract, agreement or other
instrument made or executed by him or on his behalf in such
capacity.
Section 6. Claims Procedure and Status Determination
6.1 Claims for benefits under this Plan and requests for a
status determination shall be filed in writing with the Company.
6.2 In the case of a claim for benefits, written notice shall
be given to the claiming Participant or Beneficiary of the
disposition of such claim, setting forth specific reasons for any
denial of such claim in whole or in part. If a claim is denied in
whole or in part, the notice shall state that such Participant or
Beneficiary may, within sixty days of the receipt of such denial,
request in writing that the decision denying the claim be reviewed
by the Committee and provide the Committee with information in
support of his position by submitting such information in writing
to the Secretary of the Committee.
6.3 The Committee shall review each claim for benefits which has
been denied in whole or in part and for which such review has been
requested and shall notify, in writing, the affected Participant or
Beneficiary of its decision and the reasons therefor.
6.4 In the case of a request for status determination, written
notice shall be given to the requesting person within a reasonable
time setting forth specific reasons for the decision.
Section 7. Amendment or Termination
7.1 The Company reserves the right to amend or terminate this
Plan when, in the sole opinion of the Company, such amendment or
termination is advisable. Any such amendment or termination shall
be made pursuant to a resolution of the Board or of the Employee
Benefits Policy Committee and shall be effective as provided for in
such resolution.
7.2 No amendment or termination of this Plan shall directly or
indirectly deprive any current or former Participant, Beneficiary
or Surviving Spouse of all or any portion of any Supplemental
Retirement Benefit or Supplemental Surviving Spouse Benefit payment
which has commenced prior to the effective date of such amendment
or termination or the right to which has accrued on such effective
date.
Section 8. General Provisions
8.1 This Plan at all times shall be entirely unfunded and no
provision shall at any time be made with respect to segregating any
assets of the Company or any Affiliate for payment of any benefits
hereunder. No Participant, Beneficiary, Surviving Spouse or any
other person shall have any interest in any particular assets of
the Company or any Affiliate by reason of the right to receive a
benefit under this Plan and any such Participant, Beneficiary,
Surviving Spouse or other person shall have only the rights of a
general unsecured creditor with respect to any rights under the
Plan.
8.2 Except as otherwise expressly provided herein, all terms and
conditions of the Pension Plan and the Reinstatement Plan
applicable to a benefits paid to a Participant or a Surviving
Spouse Benefit under such plans shall also be applicable to a
Supplemental Retirement Benefit or a Supplemental Surviving Spouse
Benefits payable hereunder. Any benefits payable under the Pension
Plan or the Reinstatement Plan, shall be paid solely in accordance
with the respective terms and conditions of the Pension Plan and
the Reinstatement Plan and nothing in this Plan shall operate or be
construed in any way to modify, amend or affect the terms and
provisions of the Pension Plan or the Reinstatement Plan.
8.3 Nothing contained in this Plan shall constitute a guaranty
by the Company or any other entity or person that the assets of the
Company or any Affiliate will be sufficient to pay any benefit
hereunder.
8.4 No Participant or Surviving Spouse shall have any right to
a benefit under this Plan except in accordance with the terms of
this Plan. Establishment of this Plan shall not be construed to
give any Participant the right to be retained in the service of the
Company or any Affiliate.
8.5 No interest of any person or entity in, or right to receive
a benefit under, this Plan shall be subject in any manner to sale,
transfer, assignment, pledge, attachment, garnishment or other
alienation or encumbrance of any kind; nor any such interest or
right to receive a benefits be taken, either voluntarily or
involuntarily, for the satisfaction of the debts of, or other
obligations or claims against, such person or entity, including
claims for alimony, support, separate maintenance and claims in
bankruptcy proceedings.
8.6 This Plan shall be construed and administered under the laws
of the United States and the State of New Jersey to the extent not
superseded by Federal law.
8.7 If the present value of any Supplemental Retirement Benefit
or Supplemental Surviving Spouse benefit is less than $3,500, the
Company may pay the present value of such Benefit to the
Participant or Surviving Spouse in a single lump sum in lieu of any
further benefit payments hereunder.
8.8 Actuarial assumptions to determine the present value of any
benefit hereunder shall be the same as used to determine the
present value of benefits under the Pension Plan.
8.9 If any person entitled to a benefit payment under this Plan
is deemed by the Committee to be incapable of personally receiving
and giving a valid receipt for such payment, then, unless and until
claim therefor shall have been made by a duly appointed guardian or
other legal representative of such person, the Committee may
provide for such payment or any part thereof to be made to any
other person or institution then contributing toward or providing
for the care and maintenance of such person. Any such payment
shall be a payment for the account of such person and a complete
discharge of any liability of the Company and this Plan therefor.
8.10 This Plan shall not be automatically terminated by a
transfer or sale of assets of the Company or by the merger or
consolidation of the Company into or with any other company or
other entity, but this Plan shall be continued after such sale,
merger or consolidation only if and to the extent that the
transferee, purchaser or successor entity agrees to continue this
Plan. In the event that this Plan is not continued by the
transferee, purchaser or successor entity, then this Plan shall
terminate subject to the provisions of Section 7.2.
8.11 Each Participant shall keep the Company informed of his
current address and the current address of his spouse. The Company
shall not be obligated to search for the whereabouts of any person.
If the location of a Participant is not made known to the Company
within three (3) years after the date on which payment of the
Participant's Supplemental Retirement Benefit may first be made,
payment may be made as though the Participant had died at the end
of the three-year period. If, within one additional year after
such three-year period has elapsed, or, within three years after
the actual death of a Participant, the Company is unable to locate
any Surviving Spouse of the Participant, then the Company shall
have no further obligation to pay any benefit hereunder to such
Participant or Surviving Spouse or any other person and such
benefit shall be irrevocably forfeited.
8.12 Notwithstanding any of the preceding provisions of this
Plan, none of the Company, the Committee or any individual acting
as an employee or agent of the Company or the Committee shall be
liable to any Participant, former Participant, Surviving Spouse or
any other person for any claim, loss, liability or expense incurred
in connection with this Plan.
Section 9. Miscellaneous
9.1 As used herein, words in the masculine gender shall include
the feminine and the singular shall include the plural, and vice
versa, unless otherwise required by the context. Any headings used
herein are included for ease of reference only and are not to be
construed so as to alter the terms hereof.