exh10-28.htm


    Exhibit
10.28

     

    


    


    


    PENSION
EQUALIZATION PLAN

     

    OF
NEW JERSEY RESOURCES CORPORATION

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    


    Originally
Effective
as of February 27, 1991

    Amended
and Restated as of January 1, 2005

    


    


     


    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    PENSION
EQUALIZATION PLAN

    OF
NEW JERSEY RESOURCES CORPORATION

    


    The
Pension Equalization Plan of New Jersey Resources Corporation (the "Plan") was
originally authorized and adopted by the Board of Directors of New Jersey
Resources (the "Corporation") effective as of February 27, 1991and is now
amended and restated effective January 1, 2005. The purpose of the Plan is to
provide certain supplemental benefits to certain select management or highly
compensated employees who are participants in the Plan for Retirement Allowances
for Non-Represented Employees of New Jersey Natural Gas Company (the "Qualified
Plan").

    


    All
benefits payable under the Plan, which is intended to constitute both an
unfunded excess benefit plan under Section 3(36) of Title I of the Employee
Retirement Income Security Act of 1974, as amended, (“ERISA”), and a
nonqualified, unfunded deferred compensation plan for a select group of
management or highly compensated employees under ERISA, shall be paid out of the
general assets of the Corporation. The Corporation may establish and fund a
trust in order to aid it in providing benefits due under the Plan.

    


    Benefits
payable to any participant of the Plan who terminated employment before January
1, 2005 shall be governed by the provisions of the Plan as in effect at the time
of termination, except as otherwise specifically stated elsewhere herein.
Benefits accruing and /or vesting under the Plan after December 31, 2004 are
subject to the provisions of Code Section 409A. Benefits that accrued and became
vested under the Plan prior to January 1, 2005 are not subject to Code Section
409A unless the provisions of the Plan relating to such benefits are materially
modified after October 3, 2004. On and before December 31, 2008, to the extent
applicable, the Plan administrator has administered the Plan in accordance with
the provisions of Section 409A of the Code as enacted by the American Jobs
Creation Act of 2004 and regulations and other applicable guidance issued
thereunder, including but not limited to the applicable transition rules
(collectively “Code Section 409A”).


    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    

     

     

     

    TABLE
OF CONTENTS

     

    
      
        	
                ARTICLE

              	 
      	
                Page

              
	 
      	 
      	 
      
	
                ARTICLE
      I DEFINITIONS

              	 
      	 
      1
	 
      	 
      	 
      
	
                ARTICLE II
      PARTICIPATION; AMOUNT AND PAYMENT OF BENEFITS

              	 
      	 
      2
	 
      	 
      
	 
      	
                2.01           Participation

              	 
      2
	 
      	
                2.02           Amount
      of Benefits

              	 
      2
	 
      	
                2.03           Vesting

              	 
      3
	 
      	
                2.04           Form
      of Payment

              	 
      3
	 
      	
                2.05           Timing
      of Payment

              	 
      4
	 
      	
                2.06           Timing
      of Payment for a “Specified Employee”

              	 
      6
	 
      	
                2.07           Disability
      Retirement

              	 
      6
	 
      	
                2.08           Death

              	 
      7
	 
      	
                2.09           Reemployment
      of Former Participant or Retired Participant

              	 
      8
	 
      	
                2.10           Delay
      of Payments

              	 
      8
	 
      	
                2.11           Qualified
      Domestic Relations Orders

              	 
      8
	 
      	 
      	 
      
	
                ARTICLE
      III                                PLAN
      ADMINISTRATION

              	 
      9
	 
      	 
      
	 
      	
                3.01           Administration

              	 
      9
	 
      	
                3.02           Claims
      Procedure

              	 
      9
	 
      	
                3.03           Expenses

              	 
      10
	 
      	 
      
	
                ARTICLE
      IV                                GENERAL
      PROVISIONS

              	 
      10
	 
      	 
      	 
      
	 
      	
                4.01           Funding

              	 
      10
	 
      	
                4.02           Duration
      of Benefits

              	 
      11
	 
      	
                4.03           Discontinuance
      and Amendment

              	 
      11
	 
      	
                4.04           Termination
      of Plan

              	 
      11
	 
      	
                4.05           Plan
      Not a Contract of Employment

              	 
      12
	 
      	
                4.06           Facility
      of Payment

              	 
      12
	 
      	
                4.07           Withholding
      Taxes

              	 
      12
	 
      	
                4.08           Nonalienation

              	 
      12
	 
      	
                4.09           Construction

              	 
      12
	 
      	 
      	 
      
	 
      	
                APPENDIX
      A

              	 
      
	 
      	
                APPENDIX
      B

              	 
      
	 
      	
                APPENDIX
      C

              	 
      
	 
      	
                APPENDIX
      A

              	 
      


      

    

     

     


    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


        
           

        

      

    



    ARTICLE
I

    DEFINITIONS

    


    
      	
              The
      following terms when capitalized herein shall have the meanings assigned
      below.

            
	 
      	 
      
	
              1.01

            	
              Accrued Basic Retirement
      Allowance shall mean a Participant’s “Accrued Retirement Allowance”
      (as such term is defined in the Qualified Plan) under the Qualified Plan
      attributable to the Participant’s “Basic Allowance” (as such term is
      defined in the Qualified Plan) under the Qualified Plan determined, for
      purposes of calculating the amount of benefits under Section 2.02, 2.08,
      and Appendices A, B, C, D and E prior to the application of any offset
      required pursuant to Section 4.9 (Non-duplication of benefits) of the
      Qualified Plan.

            
	 
      	 
      
	
              1.02

            	
              Actuarial Equivalent
      shall mean a benefit of equivalent value to another benefit determined
      using the factors specified in the Qualified Plan for a similar
      determination, unless otherwise provided in the Plan.  With
      regard to the Non-Grandfathered Benefit, Actuarial Equivalent will not
      violate Code Section 409A.

            
	 
      	 
      
	
              1.03

            	
              Affiliate shall mean any
      division, subsidiary or affiliated company of the Corporation not
      participating in the Plan, which is an “Affiliate” as defined in the
      Qualified Plan but only to the extent such “Affiliate” is required to be
      treated as the Corporation for purposes of the applicable provision of
      Code Section 409A.

            
	 
      	 
      
	
              1.04

            	
              Beneficiary shall mean
      the person designated to receive benefits after a Participant's death;
      provided, however, that if a Participant elects Option C under Section
      2.04(c), he or she may elect a primary Beneficiary and a secondary
      Beneficiary.  A Participant may, from time to time, revoke or
      change his or her Beneficiary designation without the consent of any prior
      Beneficiary by filing a new designation with the Committee.  The
      last such designation received by the Committee shall be controlling,
      provided however, that no designation or change or revocation thereof,
      shall be effective unless received by the Committee prior to the
      Participant’s death or the Participant’s Benefit Commencement Date, if
      earlier, and in no event shall it be effective as of a date prior to such
      receipt.

            
	 
      	 
      
	
              1.05

            	
              Benefit Commencement
      Date shall mean, unless the Plan expressly provides otherwise, the
      first day of the first period following the Participant’s Separation from
      Service for which an amount is due as an annuity or any other
      form.  The Benefit Commencement Date under the Plan is
      determined without regard to any delay in payment pursuant to Section 2.06
      or Section 2.10.

            
	 
      	 
      
	
              1.06

            	
              Code shall mean the
      Internal Revenue Code of 1986, as amended from time to
    time.

            
	 
      	 
      
	
              1.07

            	
              Committee shall mean the
      Benefit Administration Committee of the Corporation or any successor
      thereto.

            
	 
      	 
      
	
              1.08

            	
              Corporation shall mean
      New Jersey Resources Corporation, or any successor by merger, purchase or
      otherwise.

            
	 
      	 
      
	
              1.09

            	
              Disabled shall mean
      totally disabled and permanently in accordance with a determination by the
      Social Security Administration.  Sufficient proof of such
      determination shall be provided to the Administrator in order for a
      Participant to be determined Disabled under the Plan.

            
	 
      	 
      
	
              1.10

            	
              Effective Date shall
      mean February 27, 1991.

            


    

    



    
      
        
           


        

        
          1

          
            

          

        

        
           


        

      

    

    


    


     

    
      	
              1.21

            	
              Spouse shall mean a
      person of the opposite sex of the Participant who is the Participant’s
      husband or wife as provided in the Defense of Marriage Act of
      1996.

            
	 
      	 
      
	
              1.22

            	
              Surviving Spouse shall
      mean the Spouse of the Participant to whom the Participant has been
      married throughout the one-year period ending on the date of the
      Participant’s death.

            
	 
      	 
      
	
              1.23

            	
              Unreduced Benefit Commencement
      Date shall mean the earliest date as of which a Participant could
      commence receiving his or her Accrued Basic Retirement Allowance under the
      Qualified Plan without reduction for early commencement, regardless of
      whether or not the Participant actually commences payment of his or her
      Accrued Basic Retirement Allowance under the Qualified Plan as of such
      date.

            
	 
      	
               

            


    

    


    ARTICLE
II

    PARTICIPATION;
AMOUNT AND PAYMENT OF BENEFITS

    


    
      	
              2.01

            	
              Participation

            
	 
      	 
      
	 
      	
              (a)

            	
              Eligible
      Employees participating in the Plan on December 31, 2006 shall continue to
      be a Participant in the Plan thereafter in accordance with the terms of
      the Plan.

            
	 
      	 
      	 
      
	 
      	
              (b)

            	
              Effective
      on and after January 1, 2007, except as otherwise provided in an Appendix,
      an Eligible Employee shall become a Participant of the Plan on the first
      day of calendar year next following the date he or she is approved for
      participation in the Plan by the Committee.

            
	 
      	 
      	 
      
	 
      	
              (c)

            	
              A
      Participant's participation in the Plan shall terminate upon the
      Participant's death or other Separation from Service, unless a benefit is
      payable under the Plan with respect to the Participant or his or her
      Beneficiary under the provisions of this Article II.

            
	 
      	 
      	 
      
	
              2.02

            	
              Amount of
      Benefits

               

              Except
      asotherwise provided in an Appendix and prior to adjustment in accordance
      with Section 2.04, as of each Participant’s Benefit Commencement Date, the
      Participant’s benefit under this Article II shall be a monthly payment for
      the life of the Participant and shall equal the excess, if any, of (a)
      over (b) as calculated as of Separation from Service (except as provided
      in Section 2.07(c)) and determined as follows:

            
	 
      	 
      
	 
      	
              (a)

            	
              the
      monthly Accrued Basic Retirement Allowance that would have been payable
      beginning on the Participant’s Benefit Commencement Date in the form of a
      life annuity under the terms of the Qualified Plan, determined without
      regard to the limitations imposed by Section 401(a)(4) of the Code, the
      limitation on compensation imposed by Section 401(a)(17) of the Code, or
      the maximum limitation on benefits imposed by Section 415 of the Code
      without regard to any election to defer compensation under the New Jersey
      Resources Corporation Officer’s Deferred Compensation Plan (or a successor
      plan) and without regard to any accruals under the Qualified Plan because
      of a disability if such accruals relate to any period after which a
      Participant has commenced his benefit under this Plan;

            
	 
      	 
      	 
      
	 
      	
              over

            
	 
      	 
      	 
      
	 
      	
              (b)

            	
              the
      monthly Accrued Basic Retirement Allowance that would have been payable
      beginning on the Participant’s Benefit Commencement Date in the form of a
      life annuity under the terms of the Qualified Plan without regard to any
      accruals under the Qualified Plan because of a disability if such accruals
      relate to any period after which a Participant has commenced his benefit
      under this Plan;

            
	 
      	 
      	 
      


    

    


    


    
      
        
           


        

        
          2

          
            

          

        

        
           


        

      

    

    


    


     

    
      	 
      	
              The
      foregoing determination shall be made as of the Participant’s Benefit
      Commencement Date, with any adjustment for commencement before or after
      the Participant's Normal Retirement Date made using the applicable
      adjustment factors under the Qualified Plan.

            
	 
      	 
      	 
      
	
              2.03

            	
              Vesting

               

              Except
      as otherwise provided in Section 4.04 or an Appendix, a Participant shall
      be vested in, and have a nonforfeitable right to, the benefits payable
      under this Article II upon the later of the date he or she becomes a
      Participant in the Plan and the date he or she has a vested and
      nonforfeitable right to an Accrued Basic Retirement Allowance under the
      Qualified Plan.

            
	 
      	 
      
	
              2.04

            	
              Form
      of Payment

            
	 
      	 
      
	 
      	
              (a)

            	
              Except
      as otherwise provided in Appendix A, the benefit under Section 2.02 of a
      Participant whose Benefit Commencement Date is prior to January 1, 2007
      shall be paid in the same form of payment in which the Participant
      receives his or her Accrued Basic Retirement Allowance under the Qualified
      Plan.

            
	 
      	 
      	 
      
	 
      	
              (b)

            	
              Except
      as otherwise provided in Appendix A, unless a Participant has made a valid
      election under paragraph (c) below of an optional form of payment, the
      benefit under Section 2.02 of a Participant whose Benefit Commencement
      Date is on or after January 1, 2007 shall be paid in accordance with (i)
      and (ii) below:

            
	 
      	 
      	 
      
	 
      	
               

            	
              (i)

            	
              The
      Grandfathered Benefit shall be paid in the same form of payment in which
      the Participant receives his or her Accrued Basic Retirement Allowance
      under the Qualified Plan.

            
	 
      	 
      	
              (ii)

            	
              The
      Non-Grandfathered Benefit shall be paid as follows:

            
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
              (A)

            	
              If
      the Participant does not have a Spouse on his or her Benefit Commencement
      Date, a single life annuity for the life of the Participant, with no
      payments after his or her death.

            
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
              (B)

            	
              If
      the Participant does have a Spouse on his or her Benefit Commencement
      Date, a reduced benefit of Actuarial Equivalent value to the
      Non-Grandfathered Benefit, which shall be payable for the Participant’s
      life and after his or her death 50% of such reduced amount shall be
      payable during the life of, and to the Spouse whom the Participant was
      married on his or her Benefit Commencement Date.

            
	 
      	 
      	 
      	 
      
	 
      	
              (c)

            	
              Subject
      to paragraph (d) below, except as otherwise provided in Appendix A, a
      Participant whose Benefit Commencement Date is on or after January 1, 2007
      may elect to convert the Non-Grandfathered Benefit otherwise payable to
      him or her into an optional benefit of Actuarial Equivalent value as
      provided in one of the options set forth
below:

            


    

    


    


    
      
        
           


        

        
          3

          
            

          

        

        
           


        

      

    

    


    


     

    
      	 
      	 
      	
              Option A:  A
      reduced benefit payable during the Participant’s life and after his or her
      death payable during the life of, and to the Participant’s
      Beneficiary.

               

              Option B:  A
      reduced benefit payable during the Participant’s life and after his or her
      death 50% of such reduced amount payable during the life of, and to the
      Participant’s Beneficiary.

               

              Option
      C:  Effective January 1, 2008, a reduced benefit payable
      during the Participant’s life and after his or her death 75% of such
      reduced amount payable during the life of, and to the Participant’s
      Beneficiary.

               

              Option D:  A
      reduced benefit payable during the Participant’s life, and if the
      Participant dies within 120 months of his or her Benefit Commencement
      Date, the remaining balance of such 120 monthly payments shall be paid to
      the Participant’s primary Beneficiary (or the Participant’s secondary
      Beneficiary, if one has been designated and if the primary Beneficiary is
      not then alive); provided, however, that if the primary Beneficiary (or
      the secondary Beneficiary, if one has been designated, if the primary
      Beneficiary is not alive on the Participant’s date of death) does not
      survive the 120-month period, a lump sum payment of Actuarial Equivalent
      value to the remaining payments shall be paid to the estate of the last to
      survive of the Participant, the primary Beneficiary, and the secondary
      Beneficiary.

               

              Option E:  A
      benefit payable for the Participant’s life with no payments after his or
      her death.

              Except
      as otherwise provided in an Appendix, Actuarial Equivalent value shall be
      determined as of the Participant’s Benefit Commencement Date for purposes
      of adjusting the benefit determined under Section 2.02.

            
	 
      	 
      	 
      
	 
      	
              (d)

            	
              Notwithstanding
      the foregoing, subject to the provisions of Code Section 409A and
      except as otherwise provided in Appendix A, a Participant’s election to
      receive his or her Non-Grandfathered Benefit in an optional form of
      payment as described in paragraph (c) above shall be effective as of the
      Participant’s Benefit Commencement Date, provided that the Participant
      makes and submits to the Committee his or her election of an optional form
      of payment prior to his or her Benefit Commencement Date. Any election
      hereunder as to an optional form of payment may be revoked prior to the
      Participant’s Benefit Commencement Date.  A Participant whose
      Benefit Commencement Date is on or after January 1, 2007 and who does not
      have a valid form of payment election on file with the Committee on his or
      her Benefit Commencement Date, shall receive his or her Non-Grandfathered
      Benefit in accordance with paragraph (b) of this Section
    2.04.

            
	 
      	 
      	 
      
	 
      	
              (e)

            	
              If
      the Actuarial Equivalent value of the benefits to be paid under the Plan
      and all plans that are required to be aggregated with the Plan under Code
      Section 409A is less than or equal to the applicable dollar amount under
      Section 402(g)(1)(B) of the Code, such benefit shall be paid in one lump
      sum.

            
	 
      	 
      	 
      
	
              2.05

            	
              Timing
      of Payment

            
	 
      	 
      
	 
      	
              (a)

            	
              Except
      as otherwise provided in Appendix A and subject to Section 2.06, the
      Benefit Commencement Date of a Participant whose Qualified Plan Annuity
      Starting Date is prior to January 1, 2007 shall be such Qualified Plan
      Annuity Starting Date.

            
	 
      	 
      	 
      
	 
      	
              (b)

            	
              Except
      as otherwise provided in Section 2.07(b) or an Appendix and subject to
      Section 2.06, unless a Participant has made a valid election under
      paragraph (c) below of an optional Benefit Commencement Date, the Benefit
      Commencement Date of a Participant whose benefits under the Plan have not
      commenced by January 1, 2007 shall be determined in accordance with (i)
      and (ii) below:

            


    

    


    


    
      
        
           


        

        
          4

          
            

          

        

        
           


        

      

    

    


    


     

    
      	 
      	 
      	 
      	 (i)	The
      Benefit Commencement Date for the Participant’s Grandfathered Benefit
      shall be the Participant’s Qualified Plan Annuity Starting
  Date.
	 
      	 
      	
               

            
	 
      	 
      	 
      	 (ii)	 The
      Benefit Commencement Date for the Participant’s Non-Grandfathered Benefit
      shall be the first day of the month following the later of:
	 
      	 
      	 
      
	 
      	 
      	 
      	 	 (A)	
               the
      Participant’s Separation from Service;
and

            


    

     

    
      	 
      	 
      	 
      	 
      	 (B)	
               (I)

            	
              the
      first day of the month following the month in which the Participant’s
      60th
      birthday occurs, if the Participant has completed at least 20 or more
      years of “Credited Service” (as such term is defined in the Qualified Plan
      as defined in the Qualified Plan on January 1, 2009);
or

            
	 
      	 
      	 
      	 
      	 	 
      
	 
      	 
      	 
      	
            	 	
              (II)

            	
              the
      first day of the month following the month in which the Participant’s
      65th
      birthday occurs, if the Participant has not completed at least 20 years of
      “Credited Service” (as such term is defined in the Qualified Plan as of
      January 1, 2009).

            
	 
      	 
      	 
      	 
      	 
      
	 
      	
              (c)

            	
              In
      lieu of the Benefit Commencement Date specified in paragraph (b) above and
      subject to Section 2.06, a Participant whose benefits under the Plan have
      not commenced by January 1, 2007 and who is not eligible for benefits
      under Appendix A may elect to have the Benefit Commencement Date
      applicable to his or her Non-Grandfathered Benefit be one of the following
      dates:

            
	 
      	 
      	 
      	 
      
	 
      	 
      	
              (i)

            	
              the
      first day of the month following the Participant’s Separation from
      Service; or

            
	 
      	 
      	 
      	 
      
	 
      	 
      	
              (ii)

            	
              the
      first day of the month following the later of the Participant’s Separation
      from Service and the date specified by the Participant, provided that such
      specified date may not be earlier than age 55 nor later than the first day
      of the month following the Participant’s 65th
      birthday;

               

              provided,
      however, that unless the Participant has completed at least 20 years of
      “Credited Service” (as such term is defined in the Qualified Plan on
      January 1, 2009 or, if applicable, as provided in an Appendix) as of his
      or her Separation from Service, the Participant’s election under this
      paragraph (c) shall not be given effect.

            
	 
      	 
      	 
      	 
      
	 
      	
              (d)

            	
              Upon
      the Committee’s approval of an Eligible Employee’s initial participation
      in the Plan but prior to the calendar year in which such Eligible
      Employee’s participation is effective (except as otherwise provided for in
      an Appendix in accordance with Code Section 409A), the Eligible Employee
      may elect a Benefit Commencement Date set forth in paragraph (b) above and
      such election shall become effective and irrevocable, except as allowed in
      paragraph (e) below and otherwise in accordance with Code Section 409A, on
      the date the Eligible Employee becomes a participant in the Plan provided
      such election is received by the Committee prior to such
    date.

            
	 
      	 
      	 
      
	 
      	
              (e)

            	
              Unless
      otherwise made in accordance with paragraph (d) above or as otherwise
      provided under the provisions of Code Section 409A for a Participant who
      is employed on or after January 1, 2008, an election pursuant to paragraph
      (c) above:

            
	 
      	 
      	 
      
	 
      	 
      	
              (i)

            	
              shall
      become effective 12 months after the date such election is
      made;

            
	 
      	 
      	 
      	 
      
	 
      	 
      	
              (ii)

            	
              must
      be made at least 12 months prior to the date payments to the Participant
      would otherwise commence pursuant to the Plan;
  and

            


    

    


    


    
      
        
           


        

        
          5

          
            

          

        

        
           


        

      

    

    


    


     

    
      	 
      	 
      	
              (iii)

            	
              the
      new Benefit Commencement Date under such election must be at least 5 years
      after the date payments to the Participant would otherwise commence
      pursuant to  the Plan above.

              Notwithstanding
      the foregoing provisions of this paragraph (e), an election pursuant to
      paragraph (c) that is made in accordance with a transition rule or other
      applicable provision under Code Section 409A shall become effective on the
      date such election is made and shall not be subject to the 5 year
      delay.  For purposes of this paragraph (e), an election is
      deemed to be made on the date such election is received by the
      Committee.

            
	 
      	 
      	 
      	 
      
	 
      	 
      	
              Notwithstanding
      the foregoing provisions of this paragraph (e), an election pursuant to
      paragraph (c) that is made in accordance with a transition rule or other
      applicable provision under Code Section 409A shall become effective on the
      date such election is made and shall not be subject to the 5 year
      delay.  For purposes of this paragraph (e), an election is
      deemed to be made on the date such election is received by the
      Committee.

            
	 
      	 
      	 
      	 
      
	 
      	
              (f)

            	
              Anything
      in the Plan to the contrary notwithstanding, no distribution shall be made
      that would cause the Plan to violate Code Section 409A.

            
	 
      	 
      	 
      
	
              2.06

            	
              Timing
      of Payment for a “Specified Employee”

               

              Notwithstanding
      any provision of the Plan to the contrary, the actual payment of a
      Non-Grandfathered Benefit to a Participant who is classified as a
      “Specified Employee” as determined under procedures adopted by the Board
      of Directors of the Corporation or its delegate in accordance with Code
      Section 409A, on account of such Specified Employee’s Separation from
      Service (for reasons other than death or disability) shall not commence
      prior to the first day of the seventh month following the Specified
      Employee’s Separation from Service.  Except as otherwise
      provided in Appendix A, any payment of a Non-Grandfathered Benefit to the
      Specified Employee which he or she would have otherwise received under
      Section 2.02 during the six-month period immediately following such
      Specified Employee’s Separation from Service shall be paid with interest
      for that six-month period at one-half of the prime rate as published in
      the Wall Street Journal on the last day of the last calendar quarter that
      ends within such six-month period, such prime rate first rounded to the
      nearest .25%, within 30 days after the later of (a) the first day of
      seventh month following the Specified Employee’s Separation from Service,
      and (b) the Specified Employee’s Benefit Commencement
  Date.

            
	 	 
	
              2.07

            	
              Disability
      Retirement

            
	 
      	 
      
	 
      	
              (a)

            	
              In
      the event the Participant receives a Disability Retirement Allowance under
      the Qualified Plan, the Grandfathered Benefit shall be paid at the same
      time and in the same form as, and subject to the same rules as (including
      the suspension and termination provisions), the Participant’s Disability
      Retirement Allowance under the Qualified Plan.  Such benefit
      shall not be reduced for early commencement.

            
	 
      	 
      	 
      
	 
      	
              (b)

            	
              At
      the time an Eligible Employee makes his election under Section 2.05(d) or,
      on or prior to December 31, 2008, as otherwise allowed under Code Section
      409A, the Eligible Employee may elect to receive his Non-Grandfathered
      Benefit under the Plan at the time he is determined to be
      Disabled.  Such Non-Grandfathered Benefit is called his
      “Disability Retirement Benefit”.  If the Eligible Employee fails
      to submit an election at this time, he or she shall not be
      eligible to receive a Disability Retirement Benefit.

            
	 
      	 
      	 
      
	 
      	
              (c)

            	
              In
      the event a Participant who elected a Disability Retirement Benefit in
      accordance with Section 2.07(b) becomes Disabled, his Benefit Commencement
      Date shall be on the date he or she is considered
      Disabled and his benefit shall be calculated in accordance with Section
      2.02 as of such Benefit Commencement Date. Such benefit shall not be
      reduced for early commencement.

            


    

    


     

    

      
        
           


        

        
          6

          
            

          

        

        
           


        

      



    


    
      	 
      	
              (d)

            	
              In
      the event a Participant does not elect, or is deemed not to elect, a
      Disability Retirement Benefit under Section 2.07(b) but is otherwise
      Disabled or is receiving long term disability benefits under a long term
      disability plan maintained by the Corporation or an Affiliate, then such
      Participant shall continue to accrue benefits as provided in the Qualified
      Plan until the later of his or her Separation from
      Service or the date his
      or her non-grandfathered benefits are scheduled to commence under
      this Plan in accordance with Section 2.05.

            
	 
      	 
      	 
      
	
              2.08

            	
              Death

            
	 
      	 
      
	 
      	
              (a)

            	
              If
      a Participant who is vested in a benefit under the Plan dies before his or
      her Benefit Commencement Date, such Participant’s Surviving Spouse, if
      any, shall receive a monthly payment for life commencing as of the month
      coincident with or next following the Participant’s date of
      death.

            
	 
      	 
      	 
      
	 
      	
              (b)

            	
              Except
      as otherwise provided in paragraph (c) below, the benefit payable to the
      Surviving Spouse of a Participant who dies before his Benefit Commencement
      Date and either (A) while in active service with the Corporation or any
      Affiliate or (B) while accruing benefits under Section 2.07(c) shall be
      equal to the excess, if any, of (i) over (ii) as
  follows:

            
	 
      	 
      	 
      
	 
      	 
      	
              (i)

            	
              50%
      of the monthly Accrued Basic Retirement Allowance that would have been
      payable to the Participant under the Qualified Plan in the form of a joint
      and 50% survivor annuity with the Surviving Spouse as contingent annuitant
      if the Participant had terminated employment on his or her date of death
      and payments had commenced on the Participant’s Normal Retirement Date,
      determined without regard to the limitations imposed by Section 401(a)(4)
      of the Code, the limitation on compensation imposed by Section 401(a)(17)
      of the Code, or the maximum limitation on benefits imposed by Section 415
      of the Code, and disregarding any election by the Participant to name a
      beneficiary for the pre-retirement death benefit under the Qualified Plan
      other than his or her Surviving Spouse;

            
	 
      	 
      	 
      
	 
      	 
      	
              over

            
	 
      	 
      	 
      
	 
      	 
      	
              (ii)

            	
              (50%
      of the monthly Accrued Basic Retirement Allowance that would have been
      payable to the Participant under the Qualified Plan in the form of a joint
      and 50% survivor annuity with the Surviving Spouse as contingent annuitant
      if the Participant had terminated employment on his or her date of death
      and payments had commenced on the Participant’s Normal Retirement Date,
      determined with regard to the limitations imposed by Section 401(a)(4) of
      the Code, the limitation on compensation imposed by Section 401(a)(17) of
      the Code, and the maximum limitation on benefits imposed by Section 415 of
      the Code but disregarding any election by the Participant to name a
      beneficiary for the pre-retirement death benefit under the Qualified Plan
      other than his or her Surviving Spouse.

            
	 
      	 
      	 
      	 
      
	 
      	 
      	
              For
      the Surviving Spouse of a Participant who does not meet the above
      requirements but who dies before his Benefit Commencement Date, the
      benefit payable to the Surviving Spouse shall be equal to the Actuarial
      Equivalent of the excess of (i) over (ii) above, adjusted for commencement
      at the Participant’s Normal Retirement Date at the time set forth in
      paragraph (a) above. For this purpose, for a Participant with 20 years of
      Credited Service (as such term is defined in the Qualified Plan on January
      1, 2009), the Actuarial Equivalent of a benefit payable immediately at any
      age from age 55 and up to age 65 shall be determined using the early
      retirement factors in the Qualified Plan as of the date of
      death.  Actuarial Equivalence for a benefit payable immediately
      that is paid before age 55 or with regard to a Participant with less than
      20 years of Credited Service (as such term is defined in the Qualified
      Plan on January 1, 2009) shall be determined using the definition of
      Actuarial Equivalence specified in the Qualified
  Plan.

            


    

    


    


    
      
        
           


        

        
          7

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              (c)

            	
              If
      within the 180-day period prior to his or her Qualified Plan Annuity
      Starting Date, a Participant has elected a joint and 100% or 75% survivor
      annuity form of payment with his or her Surviving Spouse as contingent
      annuitant under the Qualified Plan, “100%” or “75%”, whichever applicable,
      shall be substituted for “50%” and “Benefit Commencement Date” shall be
      substituted for “Normal Retirement Date” in paragraph (b) above, provided
      that such substitutions do not cause the Plan to incur any of the failures
      under Code Section 409A.

            
	 
      	 
      	 
      	 
      
	 
      	
              (d)

            	
              Upon
      the death of a Participant on or after his or her Benefit Commencement
      Date, no further benefits shall be paid on behalf of such Participant
      under the Plan except to the extent such Participant had elected to
      receive benefits in an optional form, in which case survivor benefits
      shall be paid in accordance with the option elected.

            
	 
      	 
      	 
      	 
      
	 
      	
              (e)

            	
              If
      the Actuarial Equivalent value of the benefits to be paid under the Plan
      and all plans that are required to be aggregated with the Plan under Code
      Section 409A is less than or equal to the applicable dollar amount under
      Section 402(g)(1)(B) of the Code, such benefit shall be paid in one lump
      sum

            
	 
      	 
      	 
      	 
      
	
              2.09

            	 
      	
              Reemployment
      of Former Participant or Retired Participant

              If
      a Participant who retired or otherwise has a Separation from Service with
      the Corporation and its Affiliates is reemployed by the Corporation or an
      Affiliate, any payment of a Grandfathered Benefit shall cease and any
      payment of a Non-Grandfathered Benefit under the Plan shall not
      cease.  The Participant shall not accrue any additional benefits
      under the Plan.  Upon the Participant’s subsequent Separation
      from Service, payment of the Grandfathered Benefit shall be recomputed in
      accordance with the provisions of the Qualified Plan applicable to
      reemployed participants and any benefits then payable hereunder shall be
      reduced by the Actuarial Equivalent value of any Grandfather Benefit
      previously paid under the Plan.

            
	 
      	 
      	 
      	 
      
	
              2.10

            	 
      	
              Delay
      of Payments

               

              Any
      payment otherwise due under the Plan which would (i) not be deductible in
      whole or in part under Code Section 162(m), or (ii) violate Federal
      securities laws or other applicable law may not be made until the earliest
      date on which such payment no longer is nondeductible or violates such
      laws.  Payment may be delayed for a reasonable period in
      accordance with the provisions of Code Section 409A (including in the
      event the payment is not administratively practical due to events beyond
      the recipient’s control such as where the recipient is not competent to
      receive the benefit payment, there is a dispute as to amount due or the
      proper recipient of such benefit payment, or additional time is needed to
      calculate the amount payable).   Any benefit
      delayed under this Section 2.10 shall be adjusted appropriately to
      maintain its Actuarial Equivalent value in accordance with Code Section
      409A.

            
	 
      	 
      	 
      
	
              2.11

            	 	
              Qualified
      Domestic Relations Orders

               

              Any
      domestic relations order must be submitted to the Committee and determined
      by the Committee to be qualified.  Any domestic relations order
      determined to be qualified by the Committee (a “QDRO”) shall only apply to
      future benefits payable under the Plan.  No benefits shall be
      paid under the Plan pursuant to a QDRO until a Participant elects to or
      otherwise begins to receive his benefit under the Plan.  Any
      payment to an alternate payee pursuant to a QDRO shall be based on the
      time and form of payment elected by the Participant or, if applicable, the
      death benefit provisions in the
Plan.

            


    

    


    


    
      
        
           


        

        
          8

          
            

          

        

        
           


        

      

    

    


    ARTICLE
III

    PLAN
ADMINISTRATION

    


    
      	
              3.01

            	
              Administration

            
	 
      	 
      	 
      
	 
      	
              (a)

            	
              The
      administration of the Plan, the exclusive power and complete discretionary
      authority to interpret it, and the responsibility for carrying out its
      provisions are vested in the Committee or its designate.  The
      Committee shall have the complete discretionary authority to administer
      the Plan and resolve any question under the Plan.  The
      determination of the Committee as to the interpretation of the Plan or any
      disputed question shall be conclusive and final to the extent permitted by
      applicable law.  The Committee may employ and rely on such legal
      counsel, actuaries, accountants and agents as it may deem advisable to
      assist in the administration of the Plan.

            
	 
      	 
      	 
      
	 
      	
              (b)

            	
              To
      the extent permitted by law, all agents and representative of the
      Committee shall be indemnified by the Corporation and held harmless
      against any claims and the expenses of defending against such claims,
      resulting from any action or conduct relating to the administration of the
      Plan, except claims arising from gross negligence, willful neglect or
      willful misconduct.

            
	 
      	 
      	 
      
	
              3.02

            	
              Claims
      Procedure

            
	 
      	 
      	 
      
	 
      	
              (a)

            	
              Submission
      of Claims

            
	 
      	 
      	 
      
	 
      	 
      	
              Claims
      for benefits under the Plan shall be submitted in writing to the Committee
      or to an individual designated by the Committee for this
      purpose.

            
	 
      	 
      	 
      
	 
      	
              (b)

            	
              Denial
      of Claim

            
	 
      	 
      	 
      
	 
      	 
      	
              If
      any claim for benefits is wholly or partially denied, the claimant shall
      be given written notice within 90 days following the date on which the
      claim is filed, which notice shall set forth

            
	 
      	 
      	 
      
	 
      	 
      	
              (i)

            	
              the
      specific reason or reasons for the denial;

            
	 
      	 
      	 
      	 
      
	 
      	 
      	
              (ii)

            	
              specific
      reference to pertinent Plan provisions on which the denial is
      based;

            
	 
      	 
      	 
      	 
      
	 
      	 
      	
              (iii)

            	
              a
      description of any additional material or information necessary for the
      claimant to perfect the claim and an explanation of why such material or
      information is necessary; and

            
	 
      	 
      	 
      	 
      
	 
      	 
      	
              (iv)

            	
              an
      explanation of the Plan's claim review procedure.

            
	 
      	 
      	 
      	 
      
	 
      	 
      	
              If
      special circumstances require an extension of time for processing the
      claim, written notice of an extension shall be furnished to the claimant
      prior to the end of the initial period of 90 days following the date on
      which the claim is filed. Such an extension may not exceed a period of 90
      days beyond the end of said initial period.

            
	 
      	 
      
	 
      	 
      	
              If
      the claim has not been granted and written notice of the denial of the
      claim is not furnished within 90 days following the date on which the
      claim is filed, the claim shall be deemed denied for the purpose of
      proceeding to the claim review
procedure.

            


    

    


    


    
      
        
           


        

        
          9

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              (c)

            	
              Claim
      Review Procedure

            
	 
      	 
      
	 
      	
              The
      claimant or his authorized representative shall have 60 days after receipt
      of written notification of denial of a claim to request a review of the
      denial by making written request to the Committee, and may review
      pertinent documents and submit issues and comments in writing within such
      60-day period.

            
	 
      	 
      	 
      	 
      
	 
      	
              Not
      later than 60 days after receipt of the request for review, the Committee
      or its designate shall render and furnish to the claimant a written
      decision, which shall include specific reasons for the decision and shall
      make specific references to pertinent Plan provisions on which it is
      based.  If special circumstances require an extension of time
      for processing, the decision shall be rendered as soon as possible, but
      not later than 120 days after receipt of the request for review, provided
      that written notice and explanation of the delay are given to the claimant
      prior to commencement of the extension.  Such decision by the
      Committee shall not be subject to further review.  If a decision
      on review is not furnished to a claimant within the specified time period,
      the claim shall be deemed to have been denied on
review.

            
	 
      	 
      	 
      	 
      
	 
      	
              (d)

            	
              Exhaustion
      of Remedy

            
	 	 	 
	 	No
      claimant shall institute any action or proceeding in any state or federal
      court of law or equity or before any administrative tribunal or arbitrator
      for a claim for benefits under the Plan until the claimant has first
      exhausted the procedures set forth in this
section.


    

     

    
      	
              3.03

            	
              Expenses

            
	 
      	 
      	 
      	 
      
	 
      	
              Expenses
      of the Committee attributable to the administration of the Plan shall be
      paid directly by the Corporation.

            


    

    


    


    ARTICLE
IV

    GENERAL
PROVISIONS

    


    
      	
              4.01

            	
              Funding

            
	 
      	 
      	 
      	 
      
	 
      	
              (a)

            	
              All
      amounts payable in accordance with the Plan shall constitute a general
      unsecured obligation of the Corporation.  Such amounts, as well
      as any administrative costs relating to the Plan, shall be paid out of the
      general assets of the Corporation, to the extent not paid from the assets
      of any trust established pursuant to paragraph (b)
  below.

            
	 
      	 
      	 
      	 
      
	 
      	
              (b)

            	
              The
      Corporation may, for administrative reasons, establish a grantor trust for
      the benefit of Participants in the Plan.  The assets placed in
      said trust shall be held separate and apart from other Corporation funds
      and shall be used exclusively for the purposes set forth in the Plan and
      the applicable trust agreement, subject to the following
      conditions:

            
	 
      	 
      	 
      	 
      
	 
      	 
      	
              (i)

            	
              the
      creation of said trust shall not cause the Plan to be other than
      "unfunded" for purposes of Title I of ERISA;

            
	 
      	 
      	 
      	 
      
	 
      	 
      	
              (ii)

            	
              the
      Corporation shall be treated as "grantor" of said trust for purposes of
      Section 677 of the Code;

            
	 
      	 
      	 
      	 
      
	 
      	 
      	
              (iii)

            	
              the
      agreement of said trust shall provide that its assets may be used upon the
      insolvency or bankruptcy of the Corporation to satisfy claims of the
      Corporation's general creditors and that the rights of such general
      creditors are enforceable by them under federal and state
    law;

            


    

    


    


    
      
        
           


        

        
          10

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	 
      	
              (iv)

            	
              the
      trust shall be sited in the United States; and

            
	 
      	 
      	 
      	 
      
	 
      	 
      	
              (v)

            	
              the
      funding of the trust shall not be contingent on the financial condition of
      the Corporation.

            
	 
      	 
      	 
      	 
      
	
              4.01

            	
              Duration
      of Benefits

            
	 
      	 
      	 
      	 
      
	 
      	
              Benefits
      shall accrue under the Plan on behalf of a Participant only for so long as
      the provisions of Section 401(a)(4), Section 401(a)(17), or Section 415 of
      the Code limit the benefits that are payable under the Qualified
      Plan.

            
	 
      	 
      	 
      	 
      
	
              4.03

            	
              Discontinuance
      and Amendment

            
	 
      	 
      	 
      	 
      
	 
      	
              The
      Board of Directors of the Corporation reserves the right to modify, amend,
      or discontinue in whole or in part, benefit accruals under the Plan at any
      time.  However, no modification, amendment, or discontinuance
      shall adversely affect the right of any Participant to receive the vested
      benefits accrued as of the date of such modification, amendment or
      discontinuance.  Notwithstanding the foregoing, following any
      amendment, benefits may be adjusted as required to take into account the
      amount of benefits payable under the Qualified Plan after the application
      of the limitations referred to in Section 2.02
      hereof.  Notwithstanding any of the forgoing, any modification,
      amendment, or discontinuance shall comply with the requirements of Code
      Section 409A.

            
	 
      	 
      	 
      	 
      
	
              4.04

            	
              Termination
      of Plan

            
	 
      	 
      	 
      	 
      
	 
      	
              The
      Board of Directors of the Corporation reserves the right to terminate the
      Plan at any time, provided, however, that no termination shall be
      effective retroactively and any such termination shall comply with the
      requirements of Code Section 409A.  As of the effective date of
      termination of the Plan:

            
	 
      	 
      	 
      	 
      
	 
      	
              (a)

            	
              A
      Participant shall become vested in, and have a nonforfeitable right to,
      his or her Grandfathered Benefit;

            
	 
      	 
      	 
      	 
      
	 
      	
              (b)

            	
              the
      benefits of any Participant, Spouse, Surviving Spouse, or Beneficiary
      whose benefit payments have commenced shall continue to be paid, but only
      to the extent such benefits are not otherwise payable under the Qualified
      Plan because of the limitations referred to in Section 2.02 hereof,
      and

            
	 
      	 
      	 
      	 
      
	 
      	
              (c)

            	
              no
      further benefits shall accrue on behalf of any Participant whose benefits
      have not commenced, and such Participant and his or her Spouse, Surviving
      Spouse, or Beneficiary shall:

            
	 
      	 
      	 
      	 
      
	 
      	 
      	
              (i)

            	
              retain
      the right to Grandfathered Benefits hereunder; and

            
	 
      	 
      	 
      	 
      
	 
      	 
      	
              (ii)

            	
              retain
      the right to Non-Grandfathered Benefits hereunder, provided that on or
      after the effective date of Plan termination the Participant is vested
      under the Qualified Plan.

              All
      other provisions of the Plan shall remain in
  effect.

            


    

    


    


    
      
        
           


        

        
          11

          
            

          

        

        
           


        

      

    

    


    


    
      	
              4.05

            	
              Plan
      Not a Contract of Employment

               

              The
      Plan is not a contract of employment, and the terms of employment of any
      Participant shall not be affected in any way by the Plan or related
      instruments, except as specifically provided therein.  The
      establishment of the Plan shall not be construed as conferring any legal
      rights upon any person for a continuation of employment, nor shall it
      interfere with the rights of the Corporation or any Affiliate to discharge
      any person and to treat him or her without regard to the effect which such
      treatment might have upon him or her under the Plan.  Each
      Participant and all persons who may have or claim any right by reason of
      his participation shall be bound by the terms of the Plan and all
      agreements entered into pursuant thereto.

            
	 
      	 
      	 
      	 
      
	
              4.06

            	
              Facility
      of Payment

               

              In
      the event that the Committee shall find that a Participant or Beneficiary
      is unable to care for his or her affairs because of illness or accident,
      or because such individual is a minor or has died, the Committee may,
      unless claim shall have been made therefore by a duly appointed legal
      representative, direct that any benefit payment due him or her, to the
      extent not payable from a grantor trust, be paid on his or her behalf to
      his or her spouse, a child, a parent or other blood relative, or to a
      person with whom he or she resides, and any such payment so made shall be
      a complete discharge of the liabilities of the Corporation, its
      Affiliates, and the Plan therefore.

            
	 
      	 
      	 
      	 
      
	
              4.07

            	
              Withholding
      Taxes

               

              The
      Corporation shall have the right to deduct from each payment to be made
      under the Plan any required withholding taxes.

            
	 
      	 
      	 
      	 
      
	
              4.08

            	
              Nonalienation

               

              Subject
      to any applicable law, no benefit under the Plan shall be subject in any
      manner to anticipation, alienation, sale, transfer, assignment, pledge,
      encumbrance or charge, and any attempt to do so shall be void, nor shall
      any such benefit be in any manner liable for or subject to garnishment,
      attachment, execution or levy, or liable for or subject to the debts,
      contracts, liabilities, engagements or torts of the person entitled to
      such benefits.

            
	 
      	 
      	 
      	 
      
	
              4.09

            	
              Construction

            
	 
      	 
      	 
      	 
      


    

    
      	 
      	
              (a)

            	
              The
      Plan is intended to constitute an unfunded deferred compensation
      arrangement maintained for a select group of management or highly
      compensated employees within the meaning of Section 201(2), Section
      301(a)(3), and Section 401(a)(1) of ERISA, and all rights under the Plan
      shall be governed by ERISA.  Subject to the preceding sentence,
      the Plan shall be construed, regulated and administered under the laws of
      the State of New Jersey, to the extent such laws are not superseded by
      applicable federal law.  The Plan shall be construed and
      interpreted to meet the applicable requirements of Code Section 409A to
      avoid a plan failure described in Code Section 409A(a)(1).  The
      Committee is authorized to adopt rules or regulations deemed necessary or
      appropriate in connection therewith to anticipate and/or comply the
      requirements of Code Section 409A and to declare any election, consent or
      modification thereto void if non-compliant with Code Section
      409A.  The Committee, the Corporation and any related parties
      shall not be responsible for the payment of any taxes or related penalties
      or interest for any failure to comply with Code Section
    409A.

            
	 
      	 
      	 
      	 
      
	 
      	
              (b)

            	
              The
      masculine pronoun shall mean the feminine wherever
      appropriate.

            
	 
      	 
      	 
      	 
      
	 
      	
              (c)

            	
              The
      illegality of any particular provision of this document shall not affect
      the other provisions and the document shall be construed in all respects
      as if such invalid provision were omitted.

            
	 
      	 
      	 
      	 
      
	 
      	
              (d)

            	
              The
      headings and subheadings in the Plan have been inserted for convenience of
      reference only, and are to be ignored in any construction of the
      provisions thereof.

            


    

     

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    
      APPENDIX
A

      SPECIAL
PROVISIONS APPLICABLE TO PARTICIPANTS

      UNDER
THE ENHANCED RETIREMENT PROGRAM

      


      This
Appendix A, which is effective as of September 15, 2004 and constitutes an
integral part of the Plan, is applicable solely with respect to Participants who
elect to retire from the Corporation and all Affiliates pursuant to the Enhanced
Retirement Program offered from September 16, 2004 through November 10, 2004
(hereinafter referred to as an “ERP Participant”).

      


      
        	
                Amount
      of Benefits

              
	 
      	 
      	 
      	 
      
	
                If
      an ERP Participant’s Benefit Commencement Date is prior to the earlier of
      his or her Qualified Plan Annuity Starting Date and his or her Unreduced
      Benefit Commencement Date:

              
	 
      	 
      	 
      	 
      
	
                (a)

              	
                prior
      to the earlier of the Participant’s Qualified Plan Annuity Starting Date
      and his or her Unreduced Benefit Commencement Date, the ERP Participant’s
      benefit under Section 2.02, prior to adjustment in accordance with Section
      2.04, shall be a monthly payment for the life of the ERP Participant and
      shall equal the amount determined in accordance with Section 2.02(a),
      without regard to the offset set forth in Section 2.02(b);
    and

              
	 
      	 
      	 
      	 
      
	
                (b)

              	
                on
      and after the earlier of the Participant’s Qualified Plan Annuity Starting
      Date and his or her Unreduced Benefit Commencement Date, the ERP
      Participant’s benefit under Section 2.02, prior to adjustment in
      accordance with Section 2.04, shall be a monthly payment for the life of
      the ERP Participant and shall equal the amount determined in accordance
      with Section 2.02, including the offset set forth in Section 2.02(b),
      substituting the earlier of the Participant’s Qualified Plan Annuity
      Starting Date and his or her “Unreduced Benefit Commencement Date” for
      “Benefit Commencement Date” in Section 2.02(b)

              
	 
      	 
      	 
      	 
      
	
                Form of
      Payment

              
	 
      	 
      	 
      	 
      
	
                (a)

              	
                If
      an ERP Participant’s Benefit Commencement Date is on or after his or her
      Qualified Plan Annuity Starting Date but prior to January 1, 2007, the
      benefit under Section 2.02 shall be paid in the same form of payment in
      which the ERP Participant receives his or her Accrued Basic Retirement
      Allowance under the Qualified Plan.

              
	 
      	 
      	 
      	 
      
	
                (b)

              	
                If
      an ERP Participant’s Benefit Commencement Date is prior to his or her
      Qualified Plan Annuity Starting Date or after December 31, 2006, the
      benefit under Section 2.02 shall be paid from the ERP Participant’s
      Benefit Commencement Date until such Qualified Plan Annuity Starting Date
      in the form of payment provided for in accordance with the
      following:

              
	 
      	 
      	 
      	 
      
	 
      	
                (i)

              	
                Unless
      an ERP Participant has made a valid election under paragraph (ii) below of
      an optional form of payment, the benefit under Section 2.02(a) of an ERP
      Participant shall be paid as follows:

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                (A)

              	
                If
      the ERP Participant does not have a Spouse on his or her Benefit
      Commencement Date, a single life annuity for the life of the ERP
      Participant, with no payments after his or her death.

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                (B)

              	
                If
      the ERP Participant does have a Spouse on his or her Benefit Commencement
      Date, a reduced benefit of Actuarial Equivalent value to the benefit
      payable under Section 2.02(a), which shall be payable for the ERP
      Participant’s life and after his or her death 50% of such reduced amount
      shall be payable during the life of, and to the Spouse whom the ERP
      Participant was married on his or her Benefit Commencement
      Date.

              


      

      


    

    

      
        
           


        

        
          13

          
            

          

        

        
           


        

      


      


      
        	 
      	
                (ii)

              	
                Subject
      to paragraph (iii) below, an ERP Participant may elect to convert the
      benefit otherwise payable to him or her under the provisions of
      Section 2.02(a) into an optional benefit of Actuarial Equivalent
      value as provided in one of the options set forth below;

                 

                Option A:  A
      reduced benefit payable during the ERP Participant’s life and after his or
      her death payable during the life of, and to the ERP Participant’s
      Beneficiary.

                 

                Option B:  A
      reduced benefit payable during the ERP Participant’s life and after his or
      her death 50% of such reduced amount payable during the life of, and to
      the ERP Participant’s Beneficiary.

                 

                Option
      C:  Effective January 1, 2008, a reduced benefit payable during
      the Participant’s life and after his or her death 75% of such reduced
      amount payable during the life of, and to the Participant’s
      Beneficiary.

                 

                Option D:  A
      reduced benefit payable during the ERP Participant’s life, and if the ERP
      Participant dies within 120 months of his or her Benefit Commencement
      Date, the remaining balance of such 120 monthly payments shall be paid to
      the ERP Participant’s primary Beneficiary (or the ERP Participant’s
      secondary Beneficiary, if one has been designated and if the primary
      Beneficiary is not then alive); provided, however, that if the primary
      Beneficiary (or the secondary Beneficiary, if one has been designated, if
      the primary Beneficiary is not alive on the ERP Participant’s date of
      death) does not survive the 120-month period, a lump sum payment of
      Actuarial Equivalent value to the remaining payments shall be paid to the
      estate of the last to survive of the ERP Participant, the primary
      Beneficiary, and the secondary Beneficiary.

                 

                Option E:  A
      benefit payable for the ERP Participant’s life with no payments after his
      or her death.

                 

                If
      an ERP Participant elects to receive his or her benefit under Section 2.02
      prior to his or her Qualified Plan Annuity Starting Date, Actuarial
      Equivalent value shall be determined:

                 

                (A)  as
      of the Participant’s Benefit Commencement Date for purposes of adjusting
      the amount of benefit determined under Section 2.02(a); and

                (B) as
      of the earlier of the Participant’s Unreduced Benefit Commencement Date
      and his or her Qualified Plan Annuity Starting Date for purposes of
      adjusting the amount of benefit determined under Section
      2.02(b).

              
	 
      	 
      	 
      	 
      
	 
      	
                (iii)

              	
                Notwithstanding
      the foregoing, subject to the provisions of Code Section 409A , an
      ERP Participant’s election to receive his or her benefit payable under
      Section 2.02 in an optional form of payment as described in paragraph
      (b) above shall be effective as of the ERP Participant’s Benefit
      Commencement Date, provided that the ERP Participant makes and submits to
      the Committee his or her election of an optional from of payment prior to
      his or her Benefit Commencement Date.  Any election hereunder as
      to an optional form of payment may be revoked prior to the ERP
      Participant’s Benefit Commencement Date. An ERP Participant who does not
      have a valid form of payment election on his or her Benefit Commencement
      Date shall receive his or her benefit in accordance with subparagraph
      (i)(A) or (B) above.

              


      

      


      



      
        
           


        

        
          14

          
            

          

        

        
           


        

      


      


      
        	
                Timing of
      Payment

              
	 
      	 
      	 
      	 
      
	
                (a)

              	
                Unless
      an ERP Participant has made a valid election under paragraphs (b) and (c)
      below of an optional Benefit Commencement Date, the Benefit Commencement
      Date of an ERP Participant shall be the first day of the month following
      the later of:

              
	 
      	 
      	 
      	 
      
	 
      	
                (i)

              	
                the
      ERP Participant’s Separation from Service; and

              
	 
      	 
      	 
      	 
      
	 
      	 (ii)	
                the
      earliest date the ERP Participant could receive an unreduced retirement
      allowance under the Plan.

              
	 
      	 
      	 
      	 
      
	
                (b)

              	
                In
      lieu of the Benefit Commencement Date specified in paragraph (a) above, an
      ERP Participant may elect to commence his or her benefits under the Plan
      on one of the following dates:

              
	 
      	 
      	 
      	 
      
	 
      	
                (i)

              	
                the
      first day of the month following the ERP Participant’s Separation from
      Service; or

              
	 
      	 
      	 
      	 
      
	 
      	
                (ii)

              	
                the
      first day of the month following the later of:

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                (A)

              	
                the
      ERP Participant’s Separation from Service; and

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                (B)

              	
                the
      date specified by the ERP Participant (which date shall be no later than
      the ERP Participant’s 60th
      birthday).

              
	 
      	 
      	 
      	 
      
	
                (c)

              	
                An
      ERP Participant’s initial election under paragraph (b) above must have
      been made by October 29, 2004. Unless otherwise provided under the
      provisions of Code Section 409A, an ERP Participant who made an initial
      election under paragraph (b) above by October 29, 2004 may revoke his or
      her initial election under paragraph (b) above and make a one-time
      subsequent election under paragraph (b) above or an ERP Participant who
      did not make an initial election under paragraph (b) above by October 29,
      2004 may make a one-time election under paragraph (b), provided such
      one-time election:

              
	 
      	 
      	 
      	 
      
	 
      	
                (i)

              	
                shall
      become effective 12 months after the date such election is
      made;

              
	 
      	 
      	 
      	 
      
	 
      	
                (ii)

              	
                must
      be made at least 12 months prior to the date payments to the ERP
      Participant would otherwise commence pursuant to paragraph (a) above;
      and

              
	 
      	 
      	 
      	 
      
	 
      	
                (iii)

              	
                the
      newBenefit Commencement Date under such election must be at least 5 years
      after the date payments to the ERP Participant would otherwise commence
      pursuant to paragraph (b) above.

              
	 
      	
                Notwithstanding
      the foregoing provisions of this paragraph (c), an initial election
      pursuant to paragraph (b) that is made by October 29,
      2004  shall become effective on the date such election is
      made.  For purposes of this paragraph (c), an election is deemed
      to be made on the date such election is received by the
      Committee.

              
	 
      	 
      	 
      	 
      
	
                Vesting

              
	 
      	 
      	 
      	 
      
	
                An
      ERP Participant shall be vested in, and have a nonforfeitable right to,
      the benefits payable under Article II of the Plan, as modified by this
      Appendix A, upon his or her Separation from
  Service.

              


      

      


      



      
        
           


        

        
          15

          
            

          

        

        
           


        

      


      


      APPENDIX
B

      SPECIAL
PROVISIONS APPLICABLE TO KATHLEEN T. ELLIS

      


      This
Appendix B, which is effective as of May 15, 2005 and constitutes an integral
part of the Plan, is applicable solely with respect to Kathleen T.
Ellis.

      


      Kathleen
T. Ellis shall be eligible to participate in this Plan as of December 31,
2004.

      


      Amount
of Benefits

      


      If, as of
her date of termination from the Corporation and all Affiliates, Kathleen T.
Ellis has completed at least five full years of service with the Corporation or
an Affiliate, Kathleen T. Ellis shall be entitled to a benefit under the Plan
equal to:

      


      
        	
                (a)

              	
                the
      monthly Accrued Basic Retirement Allowance that would have been payable to
      Kathleen T. Ellis beginning on her Benefit Commencement Date in the form
      of a life annuity under the terms of the Qualified Plan, determined
      without regard to the limitations imposed by Section 401(a)(4) of the
      Code, the limitation on compensation imposed by Section 401(a)(17), or the
      maximum limitation on benefits imposed by Section 415 of the Code, and as
      if Kathleen T. Ellis had completed five additional years of “Credited
      Service” (as such term is defined in the Qualified Plan) under the
      Qualified Plan without regard to any election to defer compensation under
      the New Jersey Resources Corporation Officer’s Deferred Compensation Plan
      (or a successor plan) and without regard to any accruals under the
      Qualified Plan because of a disability if such accruals relate to any
      period after which a Participant has commenced her benefit under this
      Plan;

                over

              
	 
      	 
      	 
      	 
      
	
                (b)

              	
                the
      monthly Accrued Basic Retirement Allowance that would have been payable to
      Kathleen T. Ellis beginning on her Benefit Commencement Date in the form
      of a life annuity under the terms of the Qualified Plan without regard to
      any accruals under the Qualified Plan because of a disability if such
      accruals relate to any period after which a Participant has commenced her
      benefit under this Plan;

              
	 
      	 
      	 
      	 
      
	
                provided;
      however, that if Kathleen T. Ellis’s Benefit Commencement Date is prior to
      the earlier of her Qualified Plan Annuity Starting Date and her Unreduced
      Benefit Commencement Date, the offset under paragraph (b) above shall not
      be applied until the first day of the month coincident with or next
      following the earlier of her Qualified Plan Annuity Starting Date and her
      Unreduced Benefit Commencement Date, and by substituting “the earlier of
      her Qualified Plan Annuity Starting Date and her Unreduced Benefit
      Commencement Date” for “her Benefit Commencement Date” in paragraph (b)
      above.

              
	 
      	 
      	 
      	 
      
	
                The
      determination under paragraph (a) above shall be made as of Kathleen T.
      Ellis’s Benefit Commencement Date, and any adjustment to the amount
      computed pursuant to paragraph (a) above for commencement before or after
      her Normal Retirement Date shall be made using the applicable adjustment
      factors under the Qualified Plan, determined taking the five additional
      years of Credited Service into account.

              
	 
      	 
      	 
      	 
      
	
                The
      determination under paragraph (b) above shall be made as of the later of
      Kathleen T. Ellis’s Benefit Commencement Date or the earlier of her
      Qualified Plan Annuity Starting Date and her Unreduced Benefit
      Commencement Date and by substituting “the earlier of her Qualified Plan
      Annuity Starting Date and her Unreduced Benefit Commencement Date” for
      “her Benefit Commencement Date” in paragraph (b) above.  Any
      adjustment to the amount computed pursuant to paragraph (b) above for
      commencement before or after her Normal Retirement Date shall be made
      using the applicable adjustment factors under the Qualified Plan,
      determined without taking the five additional years of Credited Service
      into account.

              
	 
      	 
      	 
      	 
      


      

      



      
        
           


        

        
          16

          
            

          

        

        
           


        

      


      


      
        	
                Form
      of Payment

              
	 
      	 
      	 
      	 
      
	
                If
      Kathleen T. Ellis elects to receive her benefit under Section 2.02 prior
      to her Qualified Plan Annuity Starting Date, Actuarial Equivalent value
      shall be determined:

              
	 
      	 
      	 
      	 
      
	
                (a)

              	
                as
      of her Benefit Commencement Date for purposes of adjusting the amount of
      benefit determined under Section 2.02(a); and

              
	 
      	 
      	 
      	 
      
	
                (b)

              	
                as
      of the earlier of her Unreduced Benefit Commencement Date and her
      Qualified Plan Annuity Starting Date for purposes of adjusting the amount
      of benefit determined under Section 2.02(b).

              
	 
      	 
      	 
      	 
      
	
                Timing
      of Payment

              
	 
      	 
      	 
      	 
      
	
                For
      purposes of Sections 2.05(b) and 2.05(c) of the Plan, Kathleen T. Ellis’s
      years of Credited Service shall include any additional years of Credited
      Service she is credited with pursuant to paragraph (a) of the “Amount of
      Benefits” provisions of this Appendix
B.

              


      

      


      


      



      
        
           


        

        
          17