LIMITED SUPPLEMENTAL BENEFITS PLAN
FOR CERTAIN EMPLOYEES OF
PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED
AND ITS SUBSIDIARIES
As Amended and Restated as of June 19, 2001 and corrected January 18, 2005
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LIMITED SUPPLEMENTAL BENEFITS PLAN
FOR CERTAIN EMPLOYEES OF
PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED
AND ITS SUBSIDIARIES
TABLE OF CONTENTS
Page
1. PURPOSE................................................................................................ 1
2. DEFINITIONS OF TERMS USED IN THE PLAN.................................................................. 1
3. DEATH BENEFIT........................................................................................... 7
4. RETIREMENT BENEFIT...................................................................................... 7
5. ADMINISTRATION OF ACCOUNTS............................................................................. 15
6. DESIGNATION OF BENEFICIARIES........................................................................... 16
7. LIMITATION OF BENEFITS................................................................................. 18
8. PLAN DOES NOT CONSTITUTE AN EMPLOYMENT AGREEMENT....................................................... 19
9. AMENDMENT OR TERMINATION OF THE PLAN................................................................... 19
10. WHAT CONSTITUTES NOTICE................................................................................ 19
11. ADVANCE DISCLAIMER OF WAIVER........................................................................... 20
12. EFFECT OF INVALIDITY OF ANY PART OF THE PLAN........................................................... 20
13. PLAN BINDING ON ANY SUCCESSOR.......................................................................... 20
14. FUNCTION OF THE COMMITTEE.............................................................................. 20
15. LAW GOVERNING THE PLAN................................................................................. 21
16. MISCELLANEOUS.......................................................................................... 21
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LIMITED SUPPLEMENTAL BENEFITS PLAN
FOR CERTAIN EMPLOYEES OF
PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED
AND ITS SUBSIDIARIES
PURPOSE. The purpose of this Plan is to assist the Company in
attracting and retaining a stable pool of key managerial talent and to
encourage long-term key employee commitment to the Company by providing
selected employees of the Company with certain limited supplemental
death and retirement benefits as defined herein. The Plan is intended
to provide such benefits to a select group of management or highly
compensated employees within the meaning of ERISA who terminate
employment with the Company and its ERISA Affiliates after becoming
eligible for immediately payable periodic benefits under the Pension
Plan or for early or normal retirement benefits under the Cash Balance
Plan.
The Plan was last amended and restated effective as of June 19, 2001
and further amended January 18, 2005, retroactive to June 19, 2001, to
correct an error and the terms contained herein shall supercede all
prior iterations of the Plan.
2. DEFINITIONS OF TERMS USED IN THE PLAN. As used in the Plan, the
following words and phrases shall have the meanings indicated:
(a) "Account" -- Any account established pursuant to Paragraph 3(b)
or 4(f) of the Plan.
(b) "Assets" -- All amounts that have been credited to an Employee's
Account in accordance with Paragraph 3(b), 4(f), or 5(b) of the
Plan.
(c) "Beneficiary" -- The individual(s) and/or entity(ies) designated
in writing by a Participant in the form attached to the Plan as
Schedule A.
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(d) "Cash Balance Plan" -- The Cash Balance Pension Plan of Public
Service Enterprise Group Incorporated.
(e) "Change in Control" -- For the purposes of the Plan, a Change in
Control of the Company shall mean the occurrence of any of the
following events:
(i) any "person" (within the meaning of Section 13(d) of
the Securities Exchange Act of 1934, as amended from
time to time (the "Act")) is or becomes the beneficial
owner within the meaning of Rule 13d-3 under the Act (a
"Beneficial Owner"), directly or indirectly, of the
Company's securities of (not including in the
securities beneficially owned by such person any
securities acquired directly from the Company or its
affiliates) representing 25% or more of the combined
voting power of the Company's then outstanding
securities, excluding any person who becomes such a
Beneficial Owner in connection with a transaction
described in clause (A) of paragraph (iii) below; or
(ii) the following individuals cease for any reason to
constitute a majority of the number of directors then
serving: individuals who, on December 15, 1998,
constitute the board of directors of the Company
("Board") and any new director (other than a director
whose initial assumption of office is in connection
with an actual or threatened election contest,
including but not limited to a consent solicitation,
relating to the election of directors of the Company)
whose appointment or election by the Board or
nomination for election by the Company's stockholders
was approved or recommended by a vote of at least
two-thirds (2/3) of the directors then still in office
who either were directors on December 15, 1998 or whose
appointment, election or nomination for election was
previously so approved or recommended; or
(iii) there is consummated a merger or consolidation of the
Company or any direct or indirect wholly owned
subsidiary of the Company with any other corporation,
other than (A) a merger or consolidation which would
result in the voting securities of the Company
outstanding immediately prior to such merger or
consolidation continuing to represent (either by
remaining outstanding or by being converted into voting
securities of the surviving entity or any parent
thereof), in combination with the ownership of any
trustee or other fiduciary holding securities under an
employee benefit plan of the Company or any subsidiary
of the Company, at least 75% of the combined voting
power of the securities of the Company or such
surviving entity or any parent thereof outstanding
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immediately after such merger or consolidation, or (B)
a merger or consolidation effected to implement a
recapitalization of the Company (or similar
transaction) in which no person is or becomes the
Beneficial Owner, directly or indirectly, of securities
of the Company representing 25% or more of the combined
voting power of the Company's then outstanding
securities; or
(iv) the stockholders of the Company approve a plan of
complete liquidation or dissolution of the Company or
there is consummated an agreement for the sale or
disposition by the Company of all or substantially all
of the Company's assets, other than a sale or
disposition by the Company of all or substantially all
of the Company's assets to an entity, at least 75% of
the combined voting power of the voting securities of
which are owned by stockholders of the Company in
substantially the same proportions as their ownership
of the Company immediately prior to such sale.
Notwithstanding the foregoing subparagraphs (i),
(ii), (iii) and (iv), a "Change in Control" shall not
be deemed to have occurred by virtue of the
consummation of any transaction or series of
integrated transactions immediately following which
the record holders of the common stock of the Company
immediately prior to such transaction or series of
transactions continue to have substantially the same
proportionate ownership in an entity which owns all
or substantially all of the assets of the Company
immediately following such transaction or series of
transactions.
(f) "Code" -- The Internal Revenue Code of 1986, as amended.
(g) "Committee" -- The Employee Benefits Committee of the Company as
selected by its Board of Directors.
(h) "Company" -- Public Service Enterprise Group Incorporated.
(i) "Compensation" --
(i) For the purposes of calculating the Death Benefit
pursuant to Paragraph 3 of the Plan, as to any
Participant, Compensation shall be equal to the annual
rate of salary of the Participant in effect at the date
of death; and
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(ii) For the purposes of calculating the Retirement Benefit
pursuant to Paragraph 4 of the Plan, as to any
Participant, Compensation shall be equal to the average
of the total remuneration paid to such Participant for
services rendered to the Company, excluding the
Company's cost for any public or private employee
benefit plan (including, without limitation, the
Long-Term Incentive Compensation Plan of Enterprise)
but including all elective contributions that are made
by the Company on behalf of a Participant which are not
includable in income under Code Sections 125 or 401(k),
for the five years ending at the earlier of such
Participant's date of Retirement or attainment of
normal retirement age under the Pension Plan; provided,
however, that for the purposes of Paragraph 4 of the
Plan, Compensation with respect to any Participant
shall not exceed the amount which is 150% of the
average annual base salary of the Participant for the
applicable five-year period.
(j) "ERISA" -- The Employee Retirement Income Security Act of
1974, as amended.
(k) "ERISA Affiliate" -- any organization which is a member of a
controlled group of corporations (as defined in Code Section
414(b)) 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
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pursuant to Code Section 414(o).
(l) "Participant" -- Each employee of the Company or an ERISA
Affiliate nominated by the Chief Executive Officer of the
Company and designated by the Company's Employee Benefits
Policy Committee. The Chief Executive Officer of the Company
shall nominate such select and key employees of the Company
and its ERISA Affiliates upon such terms as he shall deem
appropriate due to the employee's responsibilities and
opportunity to contribute substantially to the financial and
operating objectives of the Company.
(m) "Pension Plan" -- The Pension Plan of Public Service
Enterprise Group Incorporated.
(n) "Plan" -- The Limited Supplemental Benefits Plan for Certain
Employees of Public Service Enterprise Group Incorporated and
its Subsidiaries, the terms of which are contained herein
(o) "Retirement" -- For the purposes of the Plan, Retirement shall
mean either (i) or (ii), as the case may be:
(i) in the case of a Participant who participates in the
Pension Plan, the Participant shall incur a Retirement for
purposes of the Plan if he or she incurs a termination of
service with the Company and its ERISA Affiliates after having
attained the right to receive an immediately payable periodic
benefit under the Pension Plan. In determining whether the
Participant has attained the right to an immediately payable
periodic benefit under the Pension Plan, he or she shall
receive additional years of age and service in accordance with
any employment, change in control, or similar arrangement
applicable to the Participant, provided
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the Participant incurs a termination of service from the
Company and its ERISA Affiliates during the two-year period
commencing upon the date of a Change in Control.
(ii) in the case of a Participant who participates in the Cash
Balance Plan, the Participant shall incur a Retirement for
purposes of the Plan if he or she incurs a termination of
service with the Company and its ERISA Affiliates after his or
her Early Retirement Date or Normal Retirement Date (as those
terms are defined in the Cash Balance Plan). In determining
whether the Participant has attained his or her Early
Retirement Date or Normal Retirement Date, he or she shall
receive additional years of age and service in accordance with
any employment, change in control, or similar arrangement
applicable to the Participant, provided the Participant incurs
a termination of service from the Company and its ERISA
Affiliates during the two-year period commencing upon the date
of a Change in Control.
Retirement shall not include termination of service with the
right to a deferred pension under the Pension Plan or a
deferred retirement benefit or early commencement of payment
of a participant's Cash Balance Account under the Cash Balance
Plan.
(p) "Retirement Plan" -- Any pension plan within the meaning of
ERISA, excluding (i) the Pension Plan, the Cash Balance Plan
and all defined contribution plans maintained by the Company
or an ERISA Affiliate, except insofar as any such defined
contribution plan may provide supplementary benefits to the
Pension Plan
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or the Cash Balance Plan, (ii) this Plan and (iii) all
deferred compensation plans, tax credit employee
stock ownership plans and thrift plans, and all other
profit-sharing plans which are not the principal retirement
benefit of a plan sponsor, maintained by sponsors other than
the Company.
(q) "Voting Stock" -- Outstanding stock of a corporation entitled
to vote in the election of the directors of that corporation.
3. DEATH BENEFIT.
(a) Amount of Benefit -- If a Participant dies while in the active
employment of the Company or an ERISA Affiliate, the Company
shall provide a death benefit to such Participant's
Beneficiary in an amount equal to 150% of the Participant's
Compensation, adjusted to the nearest $1,000, or to the next
highest $1,000 if such Compensation is a multiple of $500 but
not of $1,000.
(b) Establishment of Account -- Upon the death of a Participant
during employment with the Company or an ERISA Affiliate, the
Company shall establish an Account for the benefit of such
Participant's Beneficiary. Such Account shall initially be
credited with an amount equal to the benefit provided under
Paragraph 3(a) and shall be held and administered as provided
in Paragraph 5 of the Plan.
4. RETIREMENT BENEFIT.
(a) General -- At Retirement, the Company shall provide each
Participant with a retirement benefit calculated as provided
in this Paragraph 4.
(b) Determination of Benefit --
(i) Pension Plan Participants:
(A) The Participant's Compensation shall be multiplied by
an amount
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equal to one one-hundredth of the sum of (x) the number of
the Participant's years of credited service under the
Pension Plan at Retirement (including any additional years
of age and service provided to the Participant in accordance
with any employment, change in control, or similar
arrangement applicable to the Participant so long as the
Participant incurs a termination of service from the Company
and its ERISA Affiliates during the two-year period
commencing upon the date of a Change in Control), (y) the
number of any additional years of service credit to which
the Participant may be entitled from the Company under the
Mid-Career Supplemental Retirement Income Plan of Public
Service Enterprise Group Incorporated and its Affiliates or
any written arrangement with the Company or an ERISA
Affiliate Company (excluding any written arrangement between
the Company or ERISA Affiliate and the Participant relating
to a Change in Control), and (z) 30; but, in no event, shall
the multiple be greater than 0.75.
(B) The amount determined under subparagraph (A) of this
Paragraph 4(b)(i) shall be reduced by the sum of (x) the
amount the Participant would be entitled to at Retirement as
an annual pension benefit under the Pension Plan and any
supplemental retirement plan (other than this Plan)
maintained by the Company or an ERISA Affiliate calculated
as a single life annuity without reduction for any
pre-retirement survivor's option coverage or any reduction
for early retirement, (y) 100% of the amount of the
unreduced annual Social Security benefit to which the
Participant
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would be entitled at age 65 (or such other age which may be
established by the Social Security Administration from time
to time as the earliest age at which a Participant may
receive an unreduced benefit thereunder), assuming that the
Participant has no earnings from the date of Retirement to
age 65 (or such other applicable age), or, if greater, any
disability benefit under Social Security to which the
Participant may be entitled, and (z) the aggregate of the
annual benefits to which the Participant is entitled under
all Retirement Plans as of the date the Participant is
employed by the Company or an ERISA Affiliate, the such
Social Security Benefits and benefits under all Retirement
Plans to be calculated as single life annuities without any
reductions, under rules, procedures and equivalents
determined by the Committee. To determine the amounts
referred to under (y) and (z) above, the Participant shall
file a declaration of all such amounts with the Performance
and Rewards Department of the Company's subsidiary, PSEG
Services Corporation, in such form as the Committee may
require from time to time. No benefit shall be paid under
the Plan until such a declaration, in satisfactory form,
shall be filed with the Performance and Rewards Department.
If a Participant is granted a disability Social Security
benefit, he shall notify the Performance and Rewards
Department thereof within 30 days thereof, and the
Participant's retirement benefit under this Plan shall be
adjusted accordingly. The Company shall be entitled to rely
on such statements in making payment, and if any such
statement is incorrect or is not furnished, the Company
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shall be entitled to reimbursement from the Participant, the
Beneficiary or their legal representatives for any
overpayment and may reduce or suspend future payments to
recover any such overpayment. In the event it is established
to the satisfaction of the Committee, in its sole
discretion, that any such statement was intentionally false
or omitted, the Participant or Beneficiary shall be entitled
to no further payments under the Plan, and the Company shall
be entitled to recover any payments made hereunder.
(ii) Cash Balance Plan Participants:
(A) The Participant's Compensation shall be multiplied by an
amount equal to one one-hundredth of the sum of (x) the
number of the Participant's years of service under the
Pension Plan with which such Participant would have been
credited at Retirement had the Participant participated in
the Pension Plan from his/her date of hire and including
any additional years of age and service provided to the
participant in accordance with any employment, change in
control, or similar arrangement applicable to the
Participant so long as the Participant incurs a termination
of service from the Company and its ERISA Affiliates during
the two-year period commencing upon the date of a Change in
Control, (y) the number of any additional years of service
credit to which the Participant may be entitled from the
Company under the Mid-Career Supplemental Retirement Income
Plan of Public Service Enterprise Group Incorporated and
its Affiliates or any written arrangement with the Company
or an ERISA Affiliate (excluding any written arrangement
between the Company or
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ERISA Affiliate relating to a Change in Control) the , and
(z) 30; but, in no event, shall the multiple be greater
than 0.75.
(B) The amount determined under subparagraph (A) of this
Paragraph 4(b)(ii) shall be reduced by the sum of (x) the
amount the Participant would be entitled to at Retirement
as an annual pension benefit under the Cash Balance Plan
and any supplemental retirement plan (other than this Plan)
maintained by the Company or an ERISA Affiliate the
calculated as a single life annuity payable at the
Participant's Normal Retirement Date (as defined under the
Cash Balance Plan), (y) 100% of the amount of the unreduced
annual Social Security benefit to which the Participant
would be entitled at age 65 (or such other age which may be
established by the Social Security Administration from time
to time as the earliest age at which a Participant may
receive an unreduced benefit thereunder), assuming that the
Participant has no earnings from the date of Retirement to
age 65 (or such other applicable age), or, if greater, any
disability benefit under Social Security to which the
Participant may be entitled, and (z) the aggregate of the
annual benefits to which the Participant is entitled under
all Retirement Plans as of the date the Participant is
employed by the Company or an ERISA Affiliate, such Social
Security Benefits and benefits under all Retirement Plans
to be calculated as single life annuities without any
reductions, under rules, procedures and equivalents
determined by the Committee. To determine the amounts
referred to
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under (y) and (z) above, the Participant shall file a
declaration of all such amounts with the Performance and
Rewards Department in such form as the Committee may require
from time to time. No benefit shall be paid under the Plan
until such a declaration, in satisfactory form, shall be
filed with the Performance and Rewards Department. If a
Participant is granted a disability Social Security benefit,
he shall notify the Performance and Rewards Department
thereof within 30 days thereof, and the Participant's
retirement benefit under this Plan shall be adjusted
accordingly. The Company shall be entitled to rely on such
statements in making payment, and if any such statement is
incorrect or is not furnished, the Company shall be entitled
to reimbursement from the Participant, the Beneficiary or
their legal representatives for any overpayment and may
reduce or suspend future payments to recover any such
overpayment. In the event it is established to the
satisfaction of the Committee, in its sole discretion, that
any such statement was intentionally false or omitted, the
Participant or Beneficiary shall be entitled to no further
payments under the Plan, and the Company shall be entitled
to recover any payments made hereunder.
(c) Forms of Benefit -- The annual amount determined under paragraph
(b) of this Paragraph 4 shall be paid in one of the following
forms:
(i) a single life annuity in monthly installments equal to
one twelfth of such annual amount;
(ii) a joint and survivor annuity in monthly installments
based upon such annual amount and calculated in
accordance with any post-retirement
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survivorship option available under the Pension Plan or
the Cash Balance Plan, as the case may be;
(iii) a 10-year certain level payment annuity in monthly
installments which is the actuarial equivalent to the
single life annuity under (i), as determined by the
actuary for the Pension Plan or the Cash Balance Plan, as
the case may be, according to mortality assumptions used
for the Pension Plan or the Cash Balance Plan, as the
case may be, on the basis of a current interest rate
assumption determined from time to time by the Committee;
or
(iv) a 10-year certain increasing payment annuity paid in
accordance with Paragraph 5(c) of the Plan based upon the
lump-sum amount which is the actuarial equivalent to the
single life annuity under (i), as determined by the
actuary for the Pension Plan or the Cash Balance Plan, as
the case may be, according to mortality assumptions used
for the Pension Plan or the Cash Balance Plan, as the
case may be, on the basis of a current market rate
interest assumption determined from time to time by the
Committee; or
(v) a lump sum payment of the present value of any of the
foregoing based upon the same assumptions used for lump
sum payments under the Pension Plan or the Cash Balance
Plan, as the case may be. The Committee in its sole
discretion shall determine the form of benefit payment
for each Participant; provided, however, that,
notwithstanding
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any other provision of this Plan, the Participant shall
determine the form of benefit from and after the
occurrence of a Change in Control.
(d) Change in Control --
Where a Participant is eligible for a retirement benefit only
due to a Change in Control, the retirement benefit shall be
paid to the Participant in a 10-year certain level payment
annuity paid in accordance with Paragraph 5(c) of the Plan
based upon the lump-sum amount which is the actuarial
equivalent to the single-life annuity under Paragraph 4(c)(i)
of the Plan as determined by the actuary for the Pension Plan
or the Cash Balance Plan, as the case may be, according to
mortality assumptions used for lump sum payments from the
Pension Plan or the Cash Balance Plan, as the case may be, on
the basis of a current market rate interest assumption
determined from time to time by the Committee. This paragraph
shall not apply to a Participant is eligible for Retirement
without regard to a Change in Control.
(e) Establishment of Account -- If payment is made under either
Paragraph 4(c)(iii) or 4(c)(iv) of the Plan, upon Retirement,
the Company shall establish an Account for the benefit of the
Participant and any Beneficiary. Such Account shall initially
be credited with an amount equal to the amount of the lump-sum
payment determined under Paragraph 4(c)(iii) or 4(c)(iv), as
applicable, and shall be administered as provided in Paragraph
5 of the Plan.
(f) Disability Retirement -- If a Participant retires for
disability under the Pension Plan or the Cash Balance Plan, as
the case may be, payment of the Participant's
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retirement benefit and any joint and survivor benefit under
Paragraph 4(c)(ii) of the Plan shall be subject to the same
conditions as the disability pension under the Pension Plan or
the Cash Balance Plan, as the case may be.
5. ADMINISTRATION OF ACCOUNTS.
(a) General -- Accounts shall be established under the Plan only
pursuant to Paragraphs 3(b) and 4(e) hereof. All Accounts
shall be administered in accordance with the provisions of
this Paragraph 5.
(b) Interest on Assets in the Account -- The Assets credited to a
Participant's Account shall accrue interest at a market rate
of interest as may be determined from time to time by the
Committee.
(c) Timing of the Distribution(s) -- A Participant or Beneficiary
shall receive the distribution of the Participant's Account in
the form of monthly distributions over a ten-year period
commencing in the month following the month of the
Participant's death in the case of a death benefit, or over a
ten-year period commencing in the month of the Participant's
Retirement in the case of a retirement benefit. The amount of
each installment shall be determined by dividing the then
unpaid balance in the Participant's Account, including accrued
and unpaid interest, by the number of installments remaining
to be paid.
(d) Request for Change in Distribution -- A Participant,
Beneficiary or legal representative may request a change in
the timing, frequency or amount of payments made from a
Participant's Account by filing a written request therefor
with the Committee. The Committee may, in its sole discretion,
grant such request only if the Committee determines that an
emergency beyond the control of
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the Participant, Beneficiary or legal representative exists
and which would cause such Participant, Beneficiary or legal
representative severe financial hardship if the payment of
such benefits were not approved. Any such distribution for
hardship shall be limited to the amount needed to meet such
emergency. The Committee shall inform the Participant,
Beneficiary or legal representative of its decision within
sixty (60) days of receipt of the written request.
6. DESIGNATION OF BENEFICIARIES
(a) General -- To designate an individual(s) and/or entity(ies) to
receive the benefits of the Plan with respect to a
Participant, such Participant must file a written designation
in the form of Schedule A to the Plan with the Committee.
Subject to the restrictions of this Paragraph 6, a Participant
may change such designation by filing a subsequent written
designation.
(b) Death Benefit -- By designation on Section 1 of a Schedule A
filed with the Committee, a Participant may name an
individual(s) and/or entity(ies) to receive a death benefit
under Paragraph 3 of the Plan with respect to such
Participant. A Participant may change such designation by
filing a subsequent notification in the form of Schedule A.
(c) Retirement Benefits --
(i) Single Life Annuity. If a Participant's retirement
benefit under the Plan is paid as a single life annuity
under Paragraph 4(c)(i) of the Plan, there shall be no
Beneficiary with respect to such benefit and all
retirement benefits shall cease upon the Participant's
death.
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(ii) Joint and Survivor Annuity. If a Participant's
retirement benefit under Paragraph 4(c)(ii) of the Plan
and the Participant's pension under the Pension Plan or
the Cash Balance Plan, as the case may be, are both
paid as joint and survivor annuities, any survivor
annuity under the Plan shall be paid to the same
beneficiary entitled to any post-retirement
survivorship benefit under the Pension Plan or the Cash
Balance Plan, as the case may be. If the Participant's
pension under the Pension Plan or the Cash Balance
Plan, as the case may be, is paid as a single life
annuity, any survivor annuity paid under Paragraph
4(c)(ii) of the Plan shall be paid to the Beneficiary
designated in Section 2 of Schedule A to the Plan. If a
Beneficiary designated by the Participant under
Paragraph 4(c)(ii) of the Plan predeceases the
Participant within five years from the date of
Participant's Retirement, the Participant's retirement
benefit hereunder will automatically revert and return
to a single life annuity commencing the first day of
the month following the month in which the designated
Beneficiary died. If, however, the Beneficiary
predeceases the Participant more than five years after
Participant's Retirement, the Participant's reduced
retirement benefit shall continue during his life and
no survivor benefit shall be paid. The election of such
Beneficiary must be made prior to Retirement and may
not be changed thereafter.
(iii) 10-Year Certain Annuities. If a Participant's
Retirement benefit is paid as a 10-year certain level
payment annuity under Paragraph 4(c)(iii) or Paragraph
4(d)(ii) of the Plan, or a 10-year certain increasing
payment
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annuity under Paragraph 4(c)(iv), the Beneficiary or
Beneficiaries with respect to such benefit shall be as
specified in Section 1 of the most recent Schedule A
filed with the Committee.
(d) Designation by Last Remaining Beneficiary -- After a
Participant's death, if there is only one remaining
Beneficiary with respect to a death benefit under Paragraph 3
of the Plan or a 10-year certain annuity under Paragraph
4(c)(iii), 4(c)(iv) or 4(d)(ii) of the Plan, such Beneficiary
shall be entitled to designate in writing to the Committee an
individual to be paid any remainder of such benefit under the
Plan at such Beneficiary's death. If no such further
designation is made, such remainder shall be paid to such
Beneficiary's estate. In the event of such Beneficiary's
death, and regardless of whether any such further designation
has been made, the Committee in its sole discretion may
require any such remainder to be paid as a lump sum.
7. LIMITATION OF BENEFITS.
(a) The Plan shall be unfunded with respect to all benefits to be
paid hereunder. In addition, except as provided in Paragraphs
4(d)(iii) and 16(b), the Company shall not be required to
segregate any amounts credited to any Account, which shall be
established merely as an accounting convenience; title to and
beneficial ownership of any Assets credited to any Account
shall at all times remain in the Company, and no Participant,
Beneficiary or legal representative shall have any interest
whatsoever in any specific assets of the Company.
(b) The payment of any death or survivorship benefit under this
Plan shall be contingent upon such evidence of death as may be
required by the Committee.
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(c) If the Company should terminate the Plan pursuant to Paragraph
9 hereof, the Company's obligation to pay any benefits under
the Plan shall likewise terminate; provided, however, that,
except as otherwise provided in said Paragraph 9, the Company
may not terminate the Plan with respect to any Participant
subsequent to that Participant's Retirement or death.
8. PLAN DOES NOT CONSTITUTE AN EMPLOYMENT AGREEMENT. The Plan shall not
constitute a contract for the continued employment of any Participant
by the Company or any ERISA Affiliate. The Company and each ERISA
Affiliate reserves the right to modify a Participant's Compensation at
any time and from time to time as it considers appropriate and to
terminate any Participant's employment for any reason at any time
notwithstanding the Plan.
9. AMENDMENT OR TERMINATION OF THE PLAN. The Board of Directors of the
Company may, in its sole discretion, amend, modify or terminate the
Plan at any time, provided, however, that no such amendment,
modification or termination shall deprive any Participant or
Beneficiary of a previously acquired right unless such Participant or
his Beneficiary or his legal representative shall consent to such
change. Provided, further, however, that after a Change in Control,
this Plan may not be terminated nor the benefit calculation reduced
with respect to any Participant in the Plan on the date of such Change
in Control unless such Participant or his Beneficiary or his legal
representative shall consent to such change. No right to a death
benefit under the Plan shall accrue until a Participant's death and no
right to a retirement benefit shall accrue until a Participant's
Retirement.
10. WHAT CONSTITUTES NOTICE. Any notice to a Participant, a Beneficiary or
any
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legal representative hereunder shall be given in writing, by personal
delivery, overnight express service or by United States mail, postage
prepaid, addressed to such person's last known address. Any notice to
the Company or the Committee hereunder (including the filing of
Schedule A) shall be given by delivering it in person or by overnight
express service, or depositing it in the United States mail, postage
prepaid, to the Secretary of the Employee Benefits Committee, Public
Service Enterprise Group Incorporated, 80 Park Plaza, T10B, P.O. Box
570, Newark, New Jersey, 07101.
11. ADVANCE DISCLAIMER OF WAIVER. Failure by the Company or the Committee
to insist upon strict compliance with any of the terms, covenants or
conditions hereof shall not be deemed a waiver of any such term,
covenant or condition, nor shall any waiver or relinquishment of any
right or power hereunder at any one or more times be deemed a waiver or
relinquishment of any such right or power at any other time or times.
12. EFFECT OF INVALIDITY OF ANY PART OF THE PLAN. The invalidity or
unenforceability of any provision hereof shall in no way affect the
validity or enforceability of any other provision of the Plan.
13. PLAN BINDING ON ANY SUCCESSOR. Except as otherwise provided herein, the
Plan shall inure to the benefit of and be binding upon the Company, its
successors and assigns, including but not limited to any corporation
which may acquire all or substantially all of the Company's assets and
business or with or into which the Company may be consolidated or
merged.
14. FUNCTION OF THE COMMITTEE. The Plan shall be administered by the
Committee and the Committee shall be the final arbiter of any question
that may arise under the Plan.
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15. LAW GOVERNING THE PLAN. Except to the extent federal law applies, the
Plan shall be governed by the laws of the State of New Jersey without
giving effect to principles of conflicts of law.
16. MISCELLANEOUS.
(a) The masculine pronoun shall mean the feminine wherever appropriate.
(b) The headings are for convenience only. In the event of a
conflict between the headings of a paragraph and its contents,
the contents shall control.
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