exh10-27.htm


     

    Exhibit 10.27


    


    


    


    


    


     

     

     

     

     

     

     

     

     

    SAVINGS
EQUALIZATION PLAN

     

    OF
NEW JERSEY RESOURCES CORPORATION

     

     

     

     

     

     

     

     

     

     

     

     

     

    Originally
Effective
as of February 27, 1991

    Amended
and Restated as of January 1, 2009

    


    


    P54940LA-4


    
      
        
          1725600v3

        

         


      

      
         


        
          

        

      

      
         


        
           

        

      

    

     

    Exhibit 10.27


    SAVINGS
EQUALIZATION PLAN

    OF
NEW JERSEY RESOURCES CORPORATION

    


    The
Savings Equalization Plan of New Jersey Resources Corporation (the "Plan") was
originally authorized and adopted by the Board of Directors of New Jersey
Resources Corporation (the "Corporation") effective as of February 27, 1991, was
amended and restated effective as of January 1, 2005, and is now amended and
restated effective January 1, 2009. The purpose of the Plan is to provide
certain supplemental benefits to certain select management or highly compensated
employees who are participants in the New Jersey Resources Corporation
Employees’ Retirement Savings Plan (the "Qualified Plan").

    


    Benefits
provided under the Plan are employer matching contributions that would have been
made to the Qualified Plan on behalf of participating employees but for the
limitations on compensation and contributions imposed by Sections 401(a)(17),
401(k), 401(m) and 415 of the Internal Revenue Code.

    


    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 Title I of 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
relevant time, except as otherwise specifically stated elsewhere herein.
Benefits not vested as of December 31, 2004 or accruing under the Plan on or
after January 1, 2005 and respective related interest thereon are subject to the
provisions of Code Section 409A. Benefits accrued and vested under the
provisions of the Plan as of December 31, 2004 on behalf of any other
Participant (and interest credited thereon) are not subject to the provisions of
Code Section 409A, unless the provisions of the Plan relating to such benefits
are materially modified after October 3, 2004, and shall be separately accounted
for. On and before December 31, 2008, to the extent applicable, the Plan has
been administered in good faith compliance with the provisions of
Section 409A of the Code as enacted by the American Jobs Creation Act of
2004 and applicable regulations and other guidance issued thereunder, including
but not limited to the applicable transition rules (collectively “Code Section
409A”).

    



    
      
        
          1725600v3

        

         


      

      
         


        
          

        

      

      
         


        
           

        

      

    

     

    Exhibit 10.27


    SAVINGS
EQUALIZATION PLAN

    OF
NEW JERSEY RESOURCES CORPORATION

     

    
      
        	
                ARTICLES

              	 
      	
                Page

              
	 
      	 
      	 
      
	
                ARTICLE
      I DEFINITIONS

              	 
      	
                1

              
	 
      	 
      	 
      
	
                ARTICLE
      II PARTICIPATION

              	 
      	
                5

              
	 
      	 
      
	 
      	
                2.01           Participation

              	
                5

              
	 
      	
                2.02           Termination
      of Participation

              	
                5

              
	 
      	 
      	 
      
	
                ARTICLE
      III EMPLOYER CONTRIBUTIONS

              	
                6

              
	 
      	 
      
	 
      	
                3.01           Accounts

              	
                6

              
	 
      	
                3.02           Amount
      of Supplemental Employer Matching Contributions

              	
                6

              
	 
      	
                3.03           Deemed
      Interest

              	
                7

              
	 
      	
                3.04           Vesting
      of Account

              	
                8

              
	 
      	 
      
	
                ARTICLE
      IV PAYMENT OF ACCOUNT

              	
                9

              
	 
      	 
      
	 
      	
                4.01           Payment
      of Account Upon Termination of Employment

              	
                9

              
	 
      	
                4.02           Death
      Benefits

              	
                9

              
	 
      	
                4.03           Timing
      of Payment for a “Specified Employee”

              	
                10

              
	 
      	 
      	 
      
	
                ARTICLE
      V PLAN ADMINISTRATION

              	
                11

              
	 
      	 
      
	 
      	
                5.01           Administration

              	
                11

              
	 
      	
                5.02           Claims
      Procedure

              	
                11

              
	 
      	
                5.03           Expenses

              	
                11

              
	 
      	 
      	 
      
	
                ARTICLE
      VI GENERAL PROVISIONS

              	
                14

              
	 
      	 
      
	 
      	
                6.01           Funding

              	
                14

              
	 
      	
                6.02           Discontinuance
      and Amendment

              	
                14

              
	 
      	
                6.03           Termination
      of Plan

              	
                15

              
	 
      	
                6.04           Plan
      Not a Contract of Employment

              	
                15

              
	 
      	
                6.05           Facility
      of Payment

              	
                16

              
	 
      	
                6.06           Withholding
      Taxes

              	
                16

              
	 
      	
                6.07           Nonalienation

              	
                16

              
	 
      	
                6.08           Construction

              	
                17

              


      

       

    

     


    
      
        
          1725600v3

        

         


      

      
         


        
          

        

      

      
         


        
           

        

      

    

    SAVINGS
EQUALIZATION PLAN

    OF
NEW JERSEY RESOURCES CORPORATION

    


    


    ARTICLE
I

    DEFINITIONS

    


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

    


    
      	
              1.01

            	
              Accounts shall mean the
      Pre-2005 Account and the 409A Account maintained on the books of the
      Corporation on behalf of each Participant pursuant to this
      Plan.

            


    

    


    
      	
              1.02

            	
              Affiliate shall mean any
      division, subsidiary or affiliated company of the Corporation, which is an
      “Affiliate” as defined in the Qualified Plan but only to the extent such
      “Affiliate” is treated as the Corporation for purposes of the applicable
      provisions of Code Section 409A.

            


    

    


    
      	
              1.03

            	
              Beneficiary shall mean
      the person or persons to whom a deceased Participant’s benefits are
      payable, as provided in Section
4.02.

            


    

    


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

    


    
      	
              1.05

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

            


    

    


    
      	
              1.06

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

            


    

    


    1.07           Effective Date shall mean
February 27, 1991.

    


    1.08           Eligible Employee shall mean a
person:

     

    
      	
              (a)  

            	
              who
      is employed by the Corporation or a wholly-owned subsidiary of the
      Corporation;

            


    

    
      	 	 
	
              (b)  

            	
              who
      is a participant of the Qualified Plan;
and

            


    

    
      	 	 
	
              (c)  

            	
              whose
      Employer Matching Contributions under the Qualified Plan are restricted by
      the compensation limitations under Section 401(a)(17) of the Code, the
      actual deferral percentage test under Section 401(k) of the Code, the
      actual contribution percentage test under Section 401(m) of the Code, or
      the contribution limitations under Section 415 of the
  Code.

            


    

    


    
      	
              1.09

            	
              Employer Matching
      Contributions shall mean “Employer Matching Contributions” as such
      term is defined under the Qualified
Plan.

            


    

    


    
      	
              1.10

            	
              ERISA shall mean the
      Employee Retirement Income Security Act of 1974, as amended from time to
      time.

            


    

    


    
      	
              1.11

            	
              409A Account shall mean
      the bookkeeping account (or subaccounts thereof) maintained for each
      Participant to record all amounts credited on his or her behalf under
      Section 3.02 on or after January 1, 2005 and any related deemed interest
      on such amounts and all amounts credited to his or her Accounts as of
      December 31, 2004 in which he or she is not vested as of December 31, 2004
      and any related deemed interest on such
amounts.

            


    

    


    
      	
              1.12

            	
              Participant shall mean
      an Eligible Employee who is participating in the Plan pursuant to Section
      2.01 hereof.

            


    

     

     

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    
 

    
      	
              1.13

            	
              Plan shall mean the
      Savings Equalization Plan of New Jersey Resources Corporation, as set
      forth herein or as amended from time to
time.

            


    

    


    
      	
              1.14

            	
              Plan Year shall mean the
      calendar year.

            


    

    


    
      	
              1.15

            	
              Pre-2005 Account shall
      mean the bookkeeping account (or subaccounts thereof) maintained for each
      Participant to record the amounts credited on his or her behalf under
      Section 3.02 prior to January 1, 2005 in which the Participant has a
      nonforfeitable right to as of December 31, 2004 and any related deemed
      interest on such amounts.

            


    

    


    
      	
              1.16

            	
              Qualified Plan shall
      mean the New Jersey Resources Corporation Employees’ Retirement Savings
      Plan, as amended from time to time.

            


    

    


    
      	
              1.17

            	
              Separation from Service
      shall mean the death of a Participant or the retirement or other
      termination of employment of the Participant such that he or she ceases to
      be an employee of the Corporation and all Affiliates, provided that no
      change in a Participant’s employment status shall be considered a
      Separation from Service with respect to a Participant’s 409A Account
      unless it would be treated as such pursuant to Code Section 409A . A “separation from service” will occur where it is
      reasonably anticipated that no further services will be performed after
      that date or that the level of bona fide services the Participant will
      perform after that date (whether as an employee or independent contractor)
      will permanently decrease to less than 50% of the average level of bona
      fide services performed over the immediately preceding thirty-six (36)
      month period. A
      Participant will be considered to continue employment and to not have a
      Separation from Service while on a leave of absence if the leave does not
      exceed 6 consecutive months (29 months for a disability leave of absence)
      or, if longer, so long as the Participant retains a right to reemployment
      with the Corporation or Affiliate under an applicable statute or by
      contract. For this purpose, a “disability leave of absence” is an absence
      due to any medically determinable physical or mental impairment that can
      be expected to result in death or can be expected to last for a continuous
      period of not less than 6 months, where such impairment causes the
      Participant to be unable to perform the duties of his job or a
      substantially similar job and is subject to the applicable Corporation’s
      or Affiliate’s disability leave of absence
  policy.

            


    

    


    
      	
              1.18

            	
              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.

            


    

    


    
      	
              1.19

            	
              Supplemental Employer Matching
      Contributions shall mean the amount credited to an Eligible
      Employee under Section 3.01.

            


    

    


    
      	
              1.20

            	
              Valuation Date shall
      mean the last day of each calendar quarter and such other day or days as
      the Committee may select. All distributions under the Plan shall be based
      upon the value of the Participant’s Account as of the Valuation Date
      specified in Article IV with respect to the
  distribution.

            


    

    


     

    ARTICLE
II

    PARTICIPATION

    


    2.01           Participation

     

    An
Eligible Employee shall become a Participant of the Plan as of the date he or
she is entitled to a credit to his or her Account pursuant to Section
3.02.

    


    2.02           Termination of
Participation

     

    A
Participant's participation in the Plan shall terminate upon the Participant's
death or other termination of employment with the Corporation and all
Affiliates, unless a benefit is payable under the Plan with respect to the
Participant or his or her Beneficiary under the provisions of Article
IV.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    


    ARTICLE
III

    EMPLOYER
CONTRIBUTIONS

     

    
      


      
        	
                3.01 

              	
                Accounts

              
	 	 
	 	 The
      Corporation or such recordkeeper as the Corporation may designate shall
      establish and maintain a separate bookkeeping Account(s) for each
      Participant. For each year, the Corporation shall credit to the
      appropriate Account the amounts described in this Article III. The
      Corporation or the recordkeeper may maintain such additional accounts or
      subaccounts as are appropriate for the administration of the Plan.
      Periodically, each Participant shall be furnished with a statement setting
      forth the value of his or her
Account.


      

       

      
        	
                3.02           

              	
                
                  Amount of Supplemental Employer Matching
      Contributions

                

              
	 	 
	 	 The amount of Supplemental Employer
      Matching Contributions credited to a Participant’s Account for a calendar
      quarter shall be equal to the excess of (a) over (b) as determined
      below:
	 	 
	 	
                 (a)

                 

                 

                 

                 

                
                  over

                

              	
                the Employer Matching Contributions that would have been
      made to the Participant’s “Employer Thrift Account” (as such term is
      defined under the Qualified Plan) under the Qualified Plan, determined on
      the basis that the Participant’s “Basic Savings” (as such term is defined
      in the Qualified Plan) under the Qualified Plan were made without regard
      to the limitations imposed under the Qualified Plan by Section 401(a)(17)
      of the Code, by the actual deferral percentage test under Section 401(k)
      of the Code, or the actual contribution percentage test under Section
      401(m) of the Code, or by Section 415 of the Code;

                 

                 

              
	 	 


      

      
      

    

    
      
        	
                 

              	 (b)	
                the
      Employer Matching Contributions actually made to the Participant’s
      “Employer Thrift Account” (as such term is defined under the Qualified
      Plan) under the Qualified Plan, determined with regard to the limitations
      imposed by Section 401(a)(17) of the Code, by the actual deferral
      percentage test under Section 401(k) of the Code or the actual
      contribution percentage test under Section 401(m) of the Code, or by
      Section 415 of the Code;

              
	 	 
	 	
                provided,
      however, that any change in a Participant’s deferral or contribution
      election made under the Qualified Plan during the calendar year shall not
      be given effect under this Section 3.02 until the following January 1 if
      to do so would violate Code Section 409A ;

              
	 	 
	 	
                Such
      amount shall generally be credited to a Participant’s Accounts on the last
      day of each calendar quarter.

              
	 	 
	 	 


      

    

    
      
        
          	
                  3.03

                	
                  Deemed
      Interest

                


        

      

    

              

    
      As of the
last day of each calendar quarter:

    

     

    
      	
                

            	(a)	
              the
      amount credited to a Participant’s Account under the Plan as of the end of
      the prior calendar quarter shall be credited with interest for that
      calendar quarter at one-quarter of the prime rate as published in the Wall
      Street Journal on the last day of such calendar quarter, such prime rate
      first rounded to the nearest .25%;
and

            


    

    
      	 	 
	
                 

            	(b) 	
              the
      amount credited to a Participant’s Account under the Plan during the
      calendar quarter shall be credited with interest for that calendar quarter
      at one-eighth of the prime rate as published in the Wall Street Journal on
      the last day of such calendar quarter, such prime rate first rounded to
      the nearest .25%.

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    3.04           Vesting of
Account

     

    
      	
                  (a)

            	
              A
      Participant shall be vested in, and have a nonforfeitable right to, his or
      her Account in accordance with the following schedule based on the
      Participant’s years of “Service” (as such term is defined in the Qualified
      Plan):

            


    

    
      	
               

               

            	 


    

    
      
        	
                Years of
      Service

              	
                        Vested
      Percentage

              
	
                                   Less than 2
      years

              	
                        0%

              
	
                                   2 years but
      less than 3 years

              	
                        25%

              
	
                                   3 years but
      less than 4 years

              	
                        50%

              
	
                                   4 years but
      less than 5 years

              	
                        75%

              
	
                                   5 years or
      more

              	
                        100%

              


      

    

     

    
      	
                  (b)

            	
              Notwithstanding
      the provisions of paragraph (a) above, a Participant shall be 100% vested
      in, and have a nonforfeitable right to, his or her Account if prior to his
      or her termination of employment, the Participant either (i) attains age
      65, (ii) attains age 55 and completes 20 years of “Service” (as such term
      is defined in the New Jersey Natural Gas Company Plan for Retirement
      Allowances for Non-Represented Employees), or dies, or becomes “Disabled”
      (as such term is defined in Code Section
409A.

            


    

    
      	 	 
	
                  (c)

            	
              Upon
      the termination of Employment of a Participant who is not 100% vested in
      his or her Account, the nonvested portion of the Participant’s Account
      shall be forfeited.

            


    

     

     

    ARTICLE
IV

    PAYMENT
OF ACCOUNT

     

     

    
      	
              4.01

            	
              Payment
      of Account Upon Separation from
      Service

            
	 	 
	 	
              Subject
      to Section 4.03, a Participant shall be entitled to receive payment of the
      vested portion of his or her Account upon the Participant’s Separation
      from Service for any reason. Payment of a Participant’s Account shall be
      made in a single lump-sum payment on the first day of the calendar quarter
      following the calendar quarter during which the Participant incurs a
      Separation from Service.

            
	 	 
	 4.02	Death
      Benefits
	 	 
	 	
              Upon
      becoming a Participant and at any time thereafter, the Participant may
      designate a Beneficiary (or change a Beneficiary designation) to receive
      death benefits payable under this Section 4.02 by duly completing,
      executing, and filing with the Committee before the Participant’s death
      the appropriate form designated by the Committee. The Beneficiary may be a
      designated person or persons, provided that, if more than one person is
      named, the Participant must indicate the shares and/or precedence of each
      person. In the event of the death of the Participant prior to full payment
      of the vested amounts credited to the Participant’s Account (in accordance
      with Section 3.04), the unpaid amount shall be paid on the first day of
      the calendar quarter following the calendar quarter during which
      Participant’s death occurs in a single sum cash payment to the
      Participant’s Beneficiary.

            
	 	 
	 	
              In
      the event that no Beneficiary has been designated in accordance with this
      Section 4.02 or that no designated Beneficiary survives the Participant,
      the following Beneficiaries (if then living) shall be deemed to have been
      designated in the following
priority:

            


    

     

    
    

    
    

    
      	
              (a)  

            	
              the
      Participant’s Spouse;

            


    

    
      	 	 
	
              (b)  

            	
              the
      Participant’s children, in equal shares, per
  stirpes;

            


    

    
      	 	 
	
              (c)  

            	
              the
      Participant’s parents;

            


    

    
      	 	 
	
              (d)  

            	
              the
      person(s) designated as beneficiary by the Participant under any group
      life insurance maintained by the Corporation or any of its Affiliates;
      and

            


    

    
      	 	 
	
              (e)  

            	
              the
      Participant’s estate.

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    
      	4.03	Timing of Payment
      for a “Specified Employee”
	 	 
	 	
              Notwithstanding
      any provision of the Plan to the contrary, the actual payment of a
      Participant’s 409A Account to a Participant who is classified as a
      “Specified Employee” as determined under the 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 shall not commence prior to the
      first day of the seventh month following the Specified Employee’s
      Separation from Service. Any payment to the Specified Employee which he or
      she would have otherwise received under Section 3.01 during the six-month
      period immediately following such Specified Employee’s termination of
      employment shall be credited with interest in accordance with Section 3.03
      and paid on the first day of the seventh month following his or her
      Separation from Service.

            


    

              


    ARTICLE
V

    PLAN
ADMINISTRATION

    


    
      	5.01	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.  

              


      

       

        	5.02	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 (as described in
      paragraph (c) below).

            
	 	 
	 	
              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.

            


    

    
    

    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    
      	 	
              (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.

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

            


    

    
    

     

     

    
    

    
ARTICLE
VI

    GENERAL
PROVISIONS

     

    
      	6.01	 	
              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; and

               

            


    

    
      	
              (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;

               

            


    

    
      	
              (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.

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    
      	6.02	 	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 and any such modification, amendment or discontinuance
      shall comply with the requirements of Code Section
    409A.

              

            


    

     

    
      	 	 	 
	6.03	 	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. As of the effective date of termination of the
      Plan, no further benefits shall accrue on behalf of any Participant whose
      benefits have not commenced, and such Participant and his or her Spouse,
      or Beneficiary shall retain the right to benefits hereunder; provided that
      on or after the effective date of termination the Participant is vested
      under the Qualified Plan. Benefits attributable to the Participant’s
      Pre-2005 Account shall be paid to the Participant (or the Participant’s
      Beneficiary if the Participant is not alive on the date of Plan
      termination) as soon as administratively practicable following such Plan
      termination. Benefits attributable to the Participant’s 409A Account shall
      be paid in accordance with Article IV of the Plan unless such Plan
      termination meets the requirements for acceleration of payment under Code
      Section 409A.
	 	 	 
	 	 	
              All
      other provisions of the Plan shall remain in
  effect.

            


    

     

    
      	6.04	 	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.

            
	 	 	 
	6.05	 	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.

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

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

            
	 	 	 
	6.07	 	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.

            
	 	 	 
	6.08	 	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.

            


    

     

       

    
      
         


      

      
        8