Exhibit 2
PLAN OF MERGER
of
PSEG ENERGY HOLDINGS INC.
into
PSEGH LLC
This Plan of Merger (the "Plan") is for the purpose of merging PSEG Energy
Holdings Inc. ("Holdings"), a New Jersey corporation, into PSEGH LLC, ("PSEGH"),
a New Jersey Limited Liability Company, in accordance with the provisions of the
Limited Liability Company Act of New Jersey. Holdings and PSEGH are sometimes
hereinafter referred to as a "Party" or collectively, as "Parties".
1. Holdings shall be merged into PSEGH and PSEGH shall be the surviving
entity.
2. The name of the surviving Party shall be "PSEGH LLC".
3. The designation and number of outstanding shares of Holdings is as
follows:
Designation Number
----------- ------
Common 100
Preferred 5,092
4. The terms and conditions of the merger are as follows:
(a) On the Effective Date (as hereinafter defined), each share of
Holdings then issued and outstanding shall be canceled.
(b) Each membership interest of PSEGH issued and outstanding on
the Effective Date shall not be changed or converted and shall
continue to be issued and outstanding. No additional
membership interests of PSEGH shall be issued as a result of
such merger.
(c) The Certificate of Formation of PSEGH shall not be amended and
shall remain as the Certificate of Formation of the surviving
entity.
5. This Plan shall take effect and the merger contemplated by this Plan
shall become effective at the close of business on October 1, 2002
(the "Effective Date"), regardless of the actual date of the filing
of the Certificate of Merger, as permitted under N.J.S.A.
42:2B-20(d).
6. (a) On the Effective Date, the merger contemplated by this
Plan shall have the effects provided for under N.J.S.A.
42:2B-20(g).
(b) In furtherance and not in limitation of the provisions of
subparagraph (a) of this Paragraph 6, on the Effective Date,
the existence of Holdings shall cease and it shall be merged
with and into PSEGH in accordance with this Plan. PSEGH shall
survive this merger and shall continue in existence and shall,
without transfer, succeed to and possess all of the rights,
privileges, immunities, powers, and purposes of Holdings; all
the property, real and personal, including subscriptions to
shares, causes of action, and every other asset of Holdings,
shall vest in PSEGH without further act or deed; and PSEGH
shall assume and be liable for all the liabilities,
obligations and penalties of Holdings. No liability of, or
obligation due or to become due from, or claim, demand or
cause existing against Holdings, or any shareholder, officer
or director thereof, shall be released or impaired by such
merger. No action or proceeding, civil or criminal, then
pending by or against Holdings, or any shareholder, officer or
director thereof, shall abate or be discontinued by such
merger, but may be enforced, prosecuted, settled or
compromised as if such merger had not occurred, or PSEGH may
be substituted in each action or special proceeding in the
place of Holdings.
(c) At any time or from time to time after the Effective Date, the
last acting officers of Holdings, or the officers of PSEGH in
the name of Holdings, shall execute and deliver, or cause to
be delivered, all such deeds, assignments or other
instruments, and shall take or cause to be taken such other
and further actions, as PSEGH may deem necessary or desirable
in order to carry out the intent and purpose of this Plan.
7. It is intended that this merger qualify as a tax-free reorganization
within the meaning of Section 368(a)(1)(A) of the Internal Revenue
Code of 1986, as amended.
IN WITNESS WHEREOF, the undersigned have caused this Plan to be executed
by their duly authorized corporate officers this 30th day of September, 2002.
PSEGH LLC
Attest:
/s/ Edward J. Biggins, Jr. By: /s/ Derek M. DiRisio
- --------------------------- ------------------------------
Edward J. Biggins, Jr. Derek M. DiRisio
Secretary Vice President and Controller
PSEG Energy Holdings Inc.
Attest:
/s/ Edward J. Biggins, Jr. By: /s/ Miriam E. Gilligan
- --------------------------- ------------------------------
Edward J. Biggins, Jr. Miriam E. Gilligan
Secretary Vice President-Finance and
Treasurer
STATE OF NEW JERSEY :
:
COUNTY OF ESSEX :
On this 30th day of September, 2002, before me, the undersigned, a Notary
Public of the State of New Jersey, personally appeared Derek M. DiRisio and
Edward J. Biggins, Jr., the Controller and Secretary, respectively, of PSEGH
LLC, a New Jersey Limited Liability Company, who I am satisfied are the persons
named in and who executed the foregoing instrument and they did acknowledge that
they signed, sealed and delivered the same as the act and deed of such
corporation, made by authority of its Board of Directors, for the uses and
purposes therein expressed.
IN WITNESS WHEREOF, I have hereunto set my hand and notarial seal.
/s/ Jacquelyn E. Coyle
------------------------------------
Notary Public
My Commission expires: July 22, 2007
STATE OF NEW JERSEY :
:
COUNTY OF ESSEX :
On this 30th day of September, 2002, before me, the undersigned, a Notary
Public of the State of New Jersey, personally appeared Miriam E. Gilligan and
Edward J. Biggins, Jr., the Treasurer and Secretary, respectively, of PSEG
Energy Holdings Inc., a New Jersey corporation, who I am satisfied are the
persons named in and who executed the foregoing instrument and they did
acknowledge that they signed, sealed and delivered the same as the act and deed
of such corporation, made by authority of its Board of Directors, for the uses
and purposes therein expressed.
IN WITNESS WHEREOF, I have hereunto set my hand and notarial seal.
/s/ Jacquelyn E. Coyle
------------------------------------
Notary Public
My Commission expires: July 22, 2007