Exhibit 10a(3)


RETIREMENT INCOME REINSTATEMENT PLAN


FOR NON-REPRESENTED EMPLOYEES OF


PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED


AND ITS AFFILIATES


Amended
December 2008, Effective as of January 1, 2009






TABLE OF CONTENTS


	
 

	
 

	
 

	
 

	
 

	
 


	
Section 1.

	
 

	
Definitions

	
 

	
1

	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
Section 2.

	
 

	
Eligibility

	
 

	
6

	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
Section 3.

	
 

	
Supplemental
 Retirement Benefit

	
 

	
6

	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
Section 4.

	
 

	
Supplemental
 Surviving Spouse Benefit

	
 

	
9

	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
Section 5.

	
 

	
Administration
 of the Plan

	
 

	
11

	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
Section 6.

	
 

	
Claims
 Procedure and Status Determination

	
 

	
12

	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
Section 7.

	
 

	
Amendment or
 Termination

	
 

	
12

	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
Section 8.

	
 

	
General
 Provisions

	
 

	
13

	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
Section 9.

	
 

	
Miscellaneous

	
 

	
15

	
 












RETIREMENT INCOME REINSTATEMENT PLAN

FOR NON-REPRESENTED EMPLOYEES OF

PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED

AND ITS AFFILIATES


          Public
Service Electric and Gas Company previously established effective January 1,
1995, and currently maintains the Retirement Income Reinstatement Plan for
Non-Represented Employees of Public Service Electric and Gas Company and its
Affiliates. Effective December 13, 1999, Public Service Electric and Gas
Company transferred sponsorship of the plan to the Company and renamed the plan
the “Retirement Income Reinstatement Plan for Non-Represented Employees of Public
Service Enterprise Group Incorporated and its Affiliates.” The Plan was further
amended, effective as of January 1, 2005, as set forth in this document to
conform with the requirements of the American Jobs Creation Act of 2004. This
Plan was established for the purpose of assisting in attracting and retaining a
stable pool of key managerial and professional talent and long-term key
employee commitment by providing certain supplemental retirement benefits for
certain of their employees who participate in the Pension Plan of Public
Service Enterprise Group Incorporated or the Cash Balance Pension Plan of
Public Service Enterprise Group Incorporated. This Plan is intended to
constitute an unfunded “excess benefit plan” as defined in Section 3(36) of
ERISA, to the extent it provides benefits that would be paid under the Pension
Plan of Public Service Enterprise Group Incorporated or the Cash Balance
Pension Plan of Public Service Enterprise Group Incorporated but for the
limitations of Section 415 of the Code, and an unfunded plan of deferred
compensation for a select group of management or highly compensated employees
for purposes of Title 1 of ERISA, to the extent it provides other benefits.


          The
Plan is hereby amended, effective as of January 1, 2009, to provide for lump
sum payments of certain benefits, to revise provisions relating to lump sum
payments of de minimis benefits,, to conform the Plan to certain requirements
of Code Section 409A, and to make certain other style and conforming changes. The
terms contained herein shall supersede all prior iterations of the Plan.


Section 1. Definitions


          When
used herein, the words and phrases hereinafter defined shall have the following
meanings unless a different meaning is clearly required by the context of the
Plan:


          1.1
“Affiliate” shall mean (a) any organization while it is a member of a
controlled group of corporations (as defined in Code Section 414(b)) which
includes the Company; or (b) any trades or businesses (whether or not incorporated)
while they are under common control (as defined in Code Section 414(c)) with
the Company.


          1.2
“Beneficiary” shall mean any person or persons selected by a Participant on a
form provided by the Company who may become eligible to receive the benefits
provided under this Plan in the event of such Participant’s death.






2


          1.3
“Benefit Commencement Date” shall mean the date on which a Participant’s
Supplemental Retirement Benefit shall commence or be paid under Subsection 3.3.



          1.4
“Benefit Limitation” shall mean the maximum annual benefit payable to a
Participant under the Pension Plan or the Cash Balance Plan in accordance with
Section 415 of the Code.


          1.5
“Board of Directors” or “Board” shall mean the Board of Directors of the
Company.


          1.6
“Cash Balance Plan” shall mean the Cash Balance Pension Plan of Public Service
Enterprise Group Incorporated (formerly known as the “Cash Balance Pension Plan
of Public Service Electric and Gas Company”) and each successor or replacement
plan.


          1.7
“Code” shall mean the Internal Revenue Code of 1986, as amended. A reference to
a section of the Code` shall also refer to any regulations and other guidance
issued under that section. 


          1.8
“Company” shall mean Public Service Enterprise Group Incorporated.


          1.9
“Compensation” with respect to any Participant shall mean the total
remuneration paid for services rendered to the Company, determined without
regard to the exclusion of any amounts pursuant to Subsection 1.10(a) of the
Pension Plan or Subsection 1.1(m)(1) of the Cash Balance Plan, but
excluding: 


	
 

	
 

	
 


	
 

	
(a)

	
the
 Company’s cost for any public or private employee benefit plan other than
 elective contributions that are made by the Company on behalf of a
 Participant that are not includable in income under Section 125, 132(f), or
 401(k) of the Code; and


	
 

	
 

	
 


	
 

	
(b)

	
all awards
 to the Participant under the Company’s Long-Term Incentive Compensation Plan.





          For
purposes of calculating the Supplemental Retirement Benefit payable to a
Participant who is a participant in the Cash Balance Plan, Compensation shall
include amounts paid in 2006 or later years under the Management Incentive
Compensation Plan or the PSEG Power LLC Incentive Compensation Program for PSEG
Energy Resources & Trade LLC Employees. Compensation for any such year
shall not exceed 150 percent of the Participant’s annual base salary in
effect as of January 1 of that year.


          1.10
“Compensation Limitation” shall mean the maximum amount of annual compensation
under Section 401(a)(17) of the Code that may be taken into account in any Plan
Year for benefit accrual purposes under the Pension Plan or the Cash Balance
Plan.


          1.11
“Employee” shall mean any individual in the employ of the Company or a
Participating Affiliate who is not included within a unit of employees covered
by a collective bargaining agreement. The term “Employee” shall not include a
director of the Company or a






3


Participating
Affiliate who serves in no capacity other than as a director, a consultant or
independent contractor doing work for the Company or a. Participating Affiliate
or a person employed by a consultant or independent contractor doing work for
the Company or a Participating Affiliate.


          1.12
“Employee Benefits Committee” or “Committee” shall mean the Employee Benefits
Committee of the Company.


          1.13
“Employee Benefits Policy Committee” shall mean the Employee Benefits Policy
Committee of Public Service Enterprise Group Incorporated.


          1.14
“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as
amended. A reference to a section of ERISA shall also refer to any regulations
and other guidance issued under that section.


          1.15
“Final Earnings” with respect to a Participant who is entitled to a benefit
under the Pension Plan shall mean the annual average of the sum of:


	
 

	
 

	
 


	
 

	
(a)

	
the
 Participant’s highest five years of Compensation, excluding any amounts
 received as an award under the Management Incentive Compensation Plan; and


	
 

	
 

	
 


	
 

	
(b)

	
the five
 most recent awards paid under the Management Incentive Compensation Plan
 prior to the Participant’s Separation from Service.





          Notwithstanding
the foregoing, Final Earnings shall not exceed 150 percent of the average of
the Participant’s annual base salary in effect as of January 1 for the five
years prior to and including the year in which the Participant’s Separation
from Service occurs, provided that, in the case of a Participant who receives an
award under the ER&T Program, Final Earnings shall not be less than his
Final Earnings determined as of December 31, 2006 in accordance with the
preceding paragraph, without applying the 150 percent cap in the preceding
sentence.


          1.16
“Limited Plan” shall mean the Limited Supplemental Benefits Plan for Certain
Employees of Public Service Enterprise Group Incorporated and its Subsidiaries
and any successor or replacement plan.


          1.17
“Mid-Career Hire Plan” shall mean the Mid-Career Hire Supplemental Retirement
Income Plan for Selected Employees of Public Service Enterprise Group
Incorporated and its Affiliates and any successor or replacement plan.


          1.18
“Normal Retirement Date” shall mean the first day of the month coinciding with or
next following a Participant’s attainment of age 65. In the case of a
Participant who is employed after attaining age 65, Normal Retirement Date
shall mean the first day of the month coinciding with or next following the
date on which the Participant’s Separation from Service occurs.






4


          1.19
“Participant” shall mean any Employee or former Employee of the Company or a
Participating Affiliate who meets the requirements of Subsection 2.1 of the
Plan.


          1.20
“Participating Affiliate” shall mean any Affiliate of the Company which (a) is
the sponsor or a Participating Affiliate of the Pension Plan and/or the Cash
Balance Plan; (b) adopts this Plan with the approval of the Board of Directors;
(c) authorizes the Board of Directors and the Employee Benefits Committee to
act for it in all matters arising under or with respect to this Plan; and (d)
complies with such other terms and conditions relating to this Plan as may be
imposed by the Board of Directors.


          1.21
“Pension Plan” shall mean the Pension Plan of Public Service Enterprise Group
Incorporated and each successor or replacement plan.


          1.22
“Pension Plan Retirement Benefit” shall mean the aggregate annual benefit
payable to a Participant pursuant to the Pension Plan or the Cash Balance Plan,
as the case may be, by reason of the Participant’s termination of employment
with the Company and all Affiliates for any reason other than death.


          1.23
“Pension Plan Surviving Spouse Benefit” shall mean the aggregate annual benefit
payable to the Surviving Spouse of a Participant pursuant to the Pension Plan
or the Cash Balance Plan, as the case may be, in the event of the death of the
Participant at any time prior to commencement of payment of the Participant’s
Pension Plan Retirement Benefit.


          1.24
“Plan” shall mean this Retirement Income Reinstatement Plan for Non-Represented
Employees of Public Service Enterprise Group Incorporated and its Affiliates
(formerly known as the “Retirement Income Reinstatement Plan for Non-Represented
Employees of Public Service Electric and Gas Company and Its Affiliates”).


          1.25
“Plan Year” shall mean the calendar year.


          1.26
“Retirement” shall be defined as follows:


	
 

	
 

	
 


	
 

	
(a)

	
In the case
 of a Participant who is a participant in the Pension Plan, Retirement shall
 mean a Separation from Service either (1) after attaining age 65; or (2)
 when the sum of the Participant’s age and credited service (as defined in the
 Pension Plan) equals or exceeds 80.


	
 

	
 

	
 


	
 

	
(b)

	
In
 the case of a Participant who is a participant in the Cash Balance Plan,
 Retirement shall mean a Separation from Service after either (1) attaining
 age 65; or (2) attaining age 55 and completing five or more years of
 credited service (as defined in the Cash Balance Plan).





          1.27
“Separation from Service” shall mean, subject to subsections (a) and
(b), a Participant’s termination from employment with the Company and all
Affiliates, whether by retirement or resignation from or discharge by the Company
or an Affiliate.






5


	
 

	
 


	
 

	
          (a)       A
 Separation from Service shall be deemed to have occurred if a Participant and
 the Company or any Affiliate reasonably anticipate, based on the facts and
 circumstances, that either:








	
 

	
 


	
 

	
             (1)
 the Participant will not provide any additional services for the Company or
 an Affiliate after a certain date; or


	
 

	
 


	
 

	
             (2)
 the level of bona fide services performed by the Participant after a certain
 date will permanently decrease to no more than 50 percent of the average
 level of bona fide services performed by the Participant over the immediately
 preceding 36 months.








	
 

	
 


	
 

	
          (b)        If
 a Participant is absent from employment due to military leave, sick leave, or
 any other bona fide leave of absence authorized by the Company or an
 Affiliate and there is a reasonable expectation that the Participant will
 return to perform services for the Company or an Affiliate, a Separation from
 Service will not occur until the later of:








	
 

	
 


	
 

	
             (1)
 the first date immediately following the date that is six months after the
 date that the Participant was first absent from employment; or


	
 

	
 


	
 

	
             (2)
 the date the Participant no longer retains a right to reemployment, to the
 extent the Participant retains a right to reemployment with the Company or
 any Affiliates under applicable law or by contract.








	
 

	
 


	
 

	
          If
 a Participant fails to return to work upon the expiration of any military
 leave, sick leave, or other bona fide leave of absence where such leave is
 for less than six months, the Separation from Service shall occur as of the
 date of the expiration of such leave.





          1.28 “Specified Employee” shall mean an
individual who is a key employee (as defined in Section 416(i) of the Code
without regard to Section 416(i)(5)) of the Code) of the Company at any time
during the 12-month period ending on each December 31 (the “identification
date”). If an individual is a key employee as of an identification date, the
individual shall be treated as a Specified Employee for the 12-month period
beginning on the April 1 following the identification date.
Notwithstanding the foregoing, an individual shall not be treated as a
Specified Employee unless any stock of the Company or an Affiliate is publicly
traded on an established securities market or otherwise.


          1.29
“Supplemental Retirement Benefit” shall mean the benefit payable to a
Participant pursuant to this Plan by reason of the Participant’s Separation
from Service with the Company and all Affiliates for any reason other than
death.


          1.30
“Surviving Spouse” shall mean a person who is married to a Participant at the
date of the Participant’s death.






6


          1.31
“Supplemental Surviving Spouse Benefit” shall mean the benefit payable to a
Surviving Spouse pursuant to this Plan.


Section 2. Eligibility


          2.1
A Participant who incurs a Separation from Service after becoming vested in his
Pension Plan Retirement Benefit, the amount of which is reduced by reason of
(a) the application of the limitations on benefits imposed by application of
any provisions of the Code, as in effect on the date for commencement of the
Pension Plan Retirement Benefit or as in effect at any time thereafter, to the
Pension Plan or the Cash Balance Plan, as the case may be, or (b) the
restrictions of Subsection 1.10(a) of the Pension Plan or Subsection 1.1(m)(1)
of the Cash Balance Plan, shall be eligible to receive a Supplemental
Retirement Benefit. The Surviving Spouse of a Participant described in the
preceding sentence who dies prior to commencement of payment of his Pension
Plan Retirement Benefit shall be eligible to receive a Supplemental Surviving
Spouse Benefit.


Section 3. Supplemental Retirement Benefit


          3.1
The Supplemental Retirement Benefit payable to an eligible Participant shall be
determined as follows:


	
 

	
 

	
 

	
 


	
 

	
(a)

	
A
 Participant in the Pension Plan who is eligible for a Supplemental Retirement
 Benefit shall be entitled to receive a benefit as of his Normal Retirement Date
 equal to the excess of (1) over (2) where:


	
 

	
 

	
 

	
 


	
 

	
 

	
(1)

	
is the
 amount of Pension Plan Retirement Benefit to which the Participant would have
 been entitled under the Pension Plan as of his Normal Retirement Date if such
 benefit were computed by applying the definition of Final Earnings in
 Subsection 1.15 and without regard to (i) the Benefit Limitation or (ii) the
 Compensation Limitation; and


	
 

	
 

	
 

	
 


	
 

	
 

	
(2)

	
is the
 amount of the Pension Plan Retirement Benefit actually payable to the
 Participant or payable to a third party on the Participant’s behalf under the
 Pension Plan as of his Normal Retirement Date.





                    This
Supplemental Retirement Benefit shall be calculated as a single life annuity
commencing on the Participant’s Normal Retirement Date. If payment of a
Participant’s Supplemental Retirement Benefit commences or is paid before his
Normal Retirement Date, the benefit amount calculated pursuant to this
paragraph (a) shall be reduced for early commencement in accordance with
the early retirement reduction factors applicable to calculation of the
Participant’s benefit under the Pension Plan


                    Notwithstanding
any other provision of this Plan to the contrary, the Supplemental Retirement
Benefit payable to Frederick W. Lark and Richard D. Quinn, III, shall be
calculated as of December 31, 2008 and shall be paid commencing as of January
31, 2009.






7


	
 

	
 

	
 

	
 


	
 

	
(b)

	
A
 Participant in the Cash Balance Plan who is eligible for a Supplemental
 Retirement Benefit shall be entitled to receive a benefit as of his Benefit
 Commencement Date equal to the excess of (1) over (2) where:


	
 

	
 

	
 

	
 


	
 

	
 

	
(1)

	
is the
 amount of the Pension Plan Retirement Benefit to which the Participant would
 be entitled under the Cash Balance Plan as of his Benefit Commencement Date
 if such benefit were computed by applying the definition of Compensation in
 Subsection 1.9 and without regard to (i) the Benefit Limitation or (ii)
 the Compensation Limitation; and


	
 

	
 

	
 

	
 


	
 

	
 

	
(2)

	
is the
 amount of the Pension Plan Retirement Benefit actually payable to the
 Participant or payable to a third party on the Participant’s behalf under the
 Cash Balance Plan as of his Benefit Commencement Date.





         3.2. The Supplemental Retirement Benefit payable to a Participant shall be paid:


	
 

	
 


	
  (a)

	
If the Participant’s
 Separation from Service occurs prior to Retirement, the present value of his
 Supplemental Retirement Benefit shall be paid in a single lump sum
 distribution;


	
 

	
 


	
  (b)

	
Except as
 otherwise provided in paragraph (d), if the Participant’s Separation from
 Service occurs on or after his Retirement, the Participant may elect to
 receive his Supplemental Retirement Benefit in the form of a single life
 annuity or a joint and survivor annuity.








	
 

	
 

	
 


	
 

	
(1)

	
The single
 life annuity option is an annuity providing equal monthly payments for the
 lifetime of the Participant with no survivor benefits.


	
 

	
 

	
 


	
 

	
(2)

	
The joint
 and survivor annuity option is a reduced monthly benefit payable to the
 Participant for life and to a surviving named Beneficiary for the lifetime of
 the Beneficiary in an amount equal to 50 percent, 75 percent, or 100 percent
 (as elected by the Participant) of the amount payable during the
 Participant’s lifetime. 








	
 

	
 


	
  (c)

	
A
 Participant may elect an annuity form of payment pursuant to
 paragraph (b) at any time before his Benefit Commencement Date, provided
 that any election shall also apply to any benefits payable to the Participant
 under the Mid-Career Hire Plan and the Limited Plan. If a Participant fails
 to make a timely election, his Supplemental Retirement Benefit shall be paid
 in the form of:








	
 

	
 

	
 


	
 

	
(1)

	
a single
 life annuity, if he is not married as of his Benefit Commencement Date; or


	
 

	
 

	
 


	
 

	
(2)

	
a 50 percent
 joint and survivor annuity with his spouse as Beneficiary, if he is married
 as of his Benefit Commencement Date.












8


	
 

	
 


	
 

	
If a
 Participant elects a joint and survivor annuity, but his Beneficiary dies
 before the Participant’s Benefit Commencement Date, the Participant’s
 Supplemental Retirement Benefit shall be paid in the form of a single life
 annuity unless the Participant validly elects a new form of payment pursuant
 to this subsection.








	
 

	
 


	
  (d)

	
Notwithstanding paragraphs (b) and (c), if the Participant’s total vested
 benefit under this Plan the Mid-Career Plan and the Limited Plan, as presently
 valued at the time of commencement of the payment of such benefit, does not
 exceed $30,000, his benefit under each of the plans shall be paid in a single
 lump sum distribution.





         3.3
Except as otherwise provided in this subsection, payment of a Participant’s
Supplemental Retirement Benefit shall commence or shall be paid as of the last
day of the month in which the Participant’s Separation from Service occurs or
as soon as administratively practicable after such date, but in no event later
than the last day permitted under Section 409A of the Code for treating a
delayed payment as having been made on such payment date..


          If
the Participant is a Specified Employee, payment of the Participant’s
Supplemental Retirement Benefit shall commence or shall be made as of the last
day of the month coinciding with or next following the six-month anniversary of
the Participant’s Separation from Service. In any case where the payment of
benefits is delayed pursuant to this paragraph, the Participant’s Supplemental
Retirement Benefit shall be calculated as of the last day of the month in which
the Participant’s Separation from Service occurs. Any annuity payments to which
the Participant would be entitled during the first six months after his Separation
from Service shall be accumulated and paid to the Participant without interest
as of the last day of the month coinciding with or next following the six-month
anniversary of his Separation from Service. If the Participant’s Supplemental
Retirement Benefit is payable in the form of a lump sum distribution, the
benefit shall be increased with interest at the rate of:


	
 

	
 

	
 


	
 

	
(a)

	
the first
 segment rate as determined pursuant to Section 417(e)(3)(C) and (D) of the
 Code for the second month preceding the first day of the Plan Year in which
 the Separation from Service occurs; or


	
 

	
 

	
 


	
 

	
(b)

	
6 percent,
 in the case of a Participant who is a participant in the Cash Balance Plan.





          Payment
of the Participant’s benefit shall not be delayed or accelerated, except as
provided in this subsection. If the Committee determines that a delay or
acceleration of a Participant’s benefit complies with the requirements of
Section 409A of the Code (including an acceleration to pay employment taxes),
the Committee may either delay or accelerate the payment of the benefit in
accordance with the terms of Section 409A of the Code as it deems advisable in
its sole discretion. If any payment is delayed in accordance with this
paragraph, the Plan shall pay such delayed payments without interest following
the expiration of the delay.


          3.4
A Supplemental Retirement Benefit which is payable in any form other than a
single life annuity, shall be the actuarial equivalent of the Supplemental
Retirement Benefit set






9


forth in Subsection
3.1 above as determined by the same actuarial adjustments as those specified in
the Pension Plan or the Cash Balance Plan, as the case may be, with respect to
determination of the amount of the Pension Plan Retirement Benefit on the date
for commencement of payment hereunder.


          3.5
If a Participant earns an additional Supplemental Retirement Benefit after a
Separation from Service, any annuity benefits being paid to the Participant
shall be increased to reflect such additional accruals as of the January 1
following the Plan Year in which such additional benefit accrues. If the
Participant received a lump sum distribution of his Supplemental Retirement
Benefit as of the earlier Separation from Service, the value of the additional
accruals shall be paid to him in a lump sum distribution as of the January 1
following the Plan Year in which such additional benefit accrues.


          Notwithstanding
the foregoing, if a Participant named in Subsection 3.1(a) earns an
additional Supplemental Retirement Benefit after December 31, 2008, the
additional accruals shall be payable as of the Participant’s Separation from
Service as otherwise provided in this Section 3.


Section 4. Supplemental Surviving Spouse
Benefit


          4.1 If a Participant dies prior to commencement of payment of his Pension Plan
Retirement Benefit under circumstances in which a Pension Plan Surviving Spouse
Benefit is payable to his Surviving Spouse, then a Supplemental Surviving
Spouse Benefit shall be payable to his Surviving Spouse as hereinafter
provided. 


	
 

	
 

	
 

	
 


	
 

	
(a)

	
In the case
 of a Participant in the Pension Plan, the Supplemental Surviving Spouse
 Benefit shall be determined as an amount payable as of the Participant’s
 Normal Retirement Date equal to the excess of (1) over (2) where:


	
 

	
 

	
 

	
 


	
 

	
 

	
(a)

	
is the
 amount of Pension Plan Surviving Spouse Benefit to which the Surviving Spouse
 would have been entitled under the Pension Plan as of the Participant’s
 Normal Retirement Date if such benefit were computed by applying the
 definition of Final Earnings in Subsection 1.15 and without regard to (i) the
 Benefit Limitation or (ii) the Compensation Limitation; and


	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

	
is the
 amount of the Pension Plan Surviving Spouse Benefit actually payable to the
 Surviving Spouse under the Pension Plan as of the Participant’s Normal
 Retirement Date.


	
 

	
 

	
 

	
 


	
 

	
 

	
The
 Supplemental Surviving Spouse Benefit shall be calculated as a single life
 annuity commencing on the Participant’s Normal Retirement Date. If payment of
 the Supplemental Surviving Spouse Benefit commences or is paid before the
 Participant’s Normal Retirement Date, the benefit amount calculated pursuant
 to this paragraph (a) shall be reduced for early commencement in
 accordance with












10


	
 

	
 

	
 

	
 


	
 

	
 

	
the
 reduction factors applicable to calculation of a Pension Plan Surviving
 Spouse Benefit.


	
 

	
 

	
 

	
 


	
 

	
(b)

	
In the case
 of a Participant in the Cash Balance Plan, the Supplemental Surviving Spouse
 Benefit shall be equal to the amount payable as of the last month of the day
 coinciding with or next following the Participant’s date of death that is
 equal to the excess of (1) over (2) where:


	
 

	
 

	
 

	
 


	
 

	
 

	
(1)

	
is the
 amount of the Pension Plan Surviving Spouse Benefit to which the Surviving
 Spouse would be entitled under the Cash Balance Plan as of the Participant’s
 date of death if such benefit were computed by applying the definition of
 Compensation in Subsection 1.9 and without regard to (i) the Benefit
 Limitation or (ii) the Compensation Limitation; and


	
 

	
 

	
 

	
 


	
 

	
 

	
(2)

	
is the
 amount of the Pension Plan Surviving Spouse Benefit actually payable to the
 Surviving Spouse under the Cash Balance Plan as of the Participant’s date of
 death.


	
 

	
 

	
 

	
 


	
 

	
4.2 The
 Supplemental Surviving Spouse Benefit shall be paid as follows:


	
 

	
 

	
 

	
 


	
 

	
(a)

	
If the
 Participant’s death occurs prior to Retirement, the present value of the
 Supplemental Surviving Spouse Benefit shall be paid in a single lump sum
 distribution.


	
 

	
 

	
 

	
 


	
 

	
(b)

	
If the
 Participant’s death occurs on or after Retirement, the Supplemental Surviving
 Spouse Benefit shall be payable over the lifetime of the Surviving Spouse
 only in monthly installments terminating on the date of the last payment of
 the Pension Plan Surviving Spouse Benefit made before the Surviving Spouse’s
 death. Notwithstanding the preceding sentence, if the present value of the
 total benefit payable to the Surviving Spouse under this Plan and the
 Mid-Career Hire Plan does not exceed $20,000, the benefit under each of these
 plans shall be paid in a single lump sum distribution.




          4.3 Payment of the Supplemental Surviving Spouse Benefit shall commence or shall
 be made as of the last day of the month in which the Participant’s death
 occurs or as soon as administratively practicable after such date, but in no
 event later than the last day permitted under Section 409A of the Code
 for treating a delayed payment as having been made on such payment date.






11


Section 5. Administration of the Plan


          5.1
The Committee shall be the named fiduciary of this Plan responsible for the
general operation and administration of this Plan and for carrying out the
provisions thereof. The Committee shall have discretionary authority to
construe the terms of this Plan.


          5.2
The Committee shall adopt such rules and procedures as it deems necessary and
advisable to administer this Plan and to transact its business. Subject to the
other requirements of this Section 5, the Committee may—


	
 

	
 

	
 


	
 

	
(a)

	
employ
 agents to carry out non-fiduciary responsibilities;


	
 

	
 

	
 


	
 

	
(b)

	
employ
 agents to carry out fiduciary responsibilities (other than trustee
 responsibilities as defined in Section 405(c)(3) of ERISA);


	
 

	
 

	
 


	
 

	
(c)

	
consult with
 counsel, who may be counsel to the Company or an Affiliate; and


	
 

	
 

	
 


	
 

	
(d)

	
provide for
 the allocation of fiduciary responsibilities (other than trustee
 responsibilities as defined in Section 405(c)(3) of ERISA) among its members.





                    However,
any action described in paragraphs (b) or (d) of this subsection 5.2, and any
modification or rescission of any such action, may be effected by the Committee
only by a resolution approved by a majority of the Committee. The Committee
shall be entitled to rely conclusively upon all tables, valuations,
certificates, opinions and reports furnished by any actuary, accountant,
controller, counsel or other person employed or engaged by the Committee with
respect to this Plan.


          5.3
The Committee shall keep written minutes of all its proceedings, which shall be
open to inspection by the Board of Directors. In the case of any decision by
the Committee with respect to a claim for benefits under this Plan, such
Committee shall include in its minutes a brief explanation of the grounds upon
which such decision was based.


          5.4
In performing their duties, the members of the Committee shall act solely in
the interest of the Participants in this Plan and their Beneficiaries and


	
 

	
 

	
 


	
 

	
(a)

	
for the
 exclusive purpose of providing benefits to Participants and their
 Beneficiaries;


	
 

	
 

	
 


	
 

	
(b)

	
with the
 care, skill, prudence and diligence under the circumstances then prevailing
 that a prudent person acting in like capacity and familiar with such matters
 would use in the conduct of an enterprise of alike character and with like
 aims; and












12


	
 

	
 

	
 


	
 

	
(c)

	
in
 accordance with the documents and instruments governing this Plan insofar as
 such documents and instruments are consistent with the provisions of Title I
 of ERISA.





          5.5
In addition to any other duties the Committee may have, the Committee shall
review the performance of all persons to whom the Committee shall have delegated
or allocated fiduciary duties pursuant to the provisions of this Section 5.


          5.6
The Company agrees to indemnify and reimburse, to the fullest extent permitted
by law, members of the Committee, directors and employees of the Company and
its Affiliates, and all such former members, directors and employees, for any
and all expenses, liabilities or losses arising out of any act or omission
relating to the rendition of services for or the management and administration
of this Plan.


          5.7
No member of the Committee nor any delegate thereof shall be personally liable
by virtue of any contract, agreement or other instrument made or executed by
him or on his behalf in such capacity.


Section 6. Claims Procedure and Status
Determination


          6.1
Claims for benefits under this Plan and requests for a status determination
shall be filed in writing with the Company.


          6.2
In the case of a claim for benefits, written notice shall be given to the
claiming Participant or Beneficiary of the disposition of such claim, setting
forth specific reasons for any denial of such claim in whole or in part. If a
claim is denied in whole or in part, the notice shall state that such
Participant or Beneficiary may, within sixty days of the receipt of such
denial, request in writing that the decision denying the claim be reviewed by
the Committee and provide the Committee with information in support of his
position by submitting such information in writing to the Secretary of the
Committee.


          6.3
The Committee shall review each claim for benefits which has been denied in
whole or in part and for which such review has been requested and shall notify,
in writing, the affected Participant or Beneficiary of its decision and the
reasons therefor.


          6.4
In the case of a request for status determination, written notice shall be
given to the requesting person within a reasonable time setting forth specific
reasons for the decision.


Section 7. Amendment or Termination


          7.1
The Company reserves the right to amend or terminate this Plan when, in the
sole opinion of the Company, such amendment or termination is advisable. Any
such amendment or termination shall be made pursuant to a resolution of the
Board or of the Employee Benefits Policy Committee and shall be effective as
provided for in such resolution.






13


          7.2
No amendment or termination of this Plan shall directly or indirectly deprive
any current or former Participant, Beneficiary or Surviving Spouse of all or
any portion of any Supplemental Retirement Benefit or Supplemental Surviving
Spouse Benefit payment which has commenced prior to the effective date of such
amendment or termination or the right to which has accrued on such effective
date.


          7.3
In the event of a Plan termination, Supplemental Retirement Benefits and
Supplemental Surviving Spouse Benefits shall be distributed in a single lump
sum as soon as practicable after the date the Plan is terminated if such
distribution is permitted because the Plan is terminated in accordance with the
termination provisions of Section 409A of the Code and related regulations or,
in other cases, at the earliest time otherwise permitted under the terms of the
Plan in accordance with Section 409A of the Code and related regulations.


Section 8. General Provisions


          8.1
This Plan at all times shall be entirely unfunded and no provision shall at any
time be made with respect to segregating any assets of the Company or any
Affiliate for payment of any benefits hereunder. No Participant, Beneficiary,
Surviving Spouse or any other person shall have any interest in any particular
assets of the Company or any Affiliate by reason of the right to receive a
benefit under this Plan and any such Participant, Beneficiary, Surviving Spouse
or other person shall have only the rights of a general unsecured creditor with
respect to any rights under the Plan.


          8.2
Except as otherwise expressly provided herein, all terms and conditions of the
Pension Plan or the Cash Balance Plan, as the case may be, applicable to a
Pension Plan Retirement Benefit or a Pension Plan Surviving Spouse Benefit
shall also be applicable to a Supplemental Retirement Benefit or a Supplemental
Surviving Spouse Benefits payable hereunder. Any Pension Plan Retirement
Benefit or Pension Plan Surviving Spouse Benefit, or any other benefit payable
under the Pension Plan or the Cash Balance Plan, as the case may be, shall be
paid solely in accordance with the terms and conditions of the Pension Plan or
the Cash Balance Plan, as the case may be, and nothing in this Plan shall
operate or be construed in any way to modify, amend or affect the terms and
provisions of the Pension Plan or the Cash Balance Plan, as the case may be.


          8.3
Nothing contained in this Plan shall constitute a guaranty by the Company or
any other entity or person that the assets of the Company or any Affiliate
will be sufficient to pay any benefit hereunder.


          8.4
No Participant or Surviving Spouse shall have any right to a benefit under this
Plan except in accordance with the terms of this Plan. Establishment of this
Plan shall not be construed to give any Participant the right to be retained in
the service of the Company or any Affiliate.


          8.5
No interest of any person or entity in, or right to receive a benefit under,
this Plan shall be subject in any manner to sale, transfer, assignment, pledge,
attachment, garnishment or other alienation or encumbrance of any kind; nor any
such interest or right to receive a benefits






14


be taken,
either voluntarily or involuntarily, for the satisfaction of the debts of, or
other obligations or claims against, such person or entity, including claims
for alimony, support, separate maintenance and claims in bankruptcy
proceedings.


          8.6
This Plan shall be construed and administered under the laws of the United
States and the State of New Jersey to the extent not superseded by Federal law.
This Plan is specifically intended to comply with the provisions of the
American Jobs Creation Act of 2004 (the “AJCA”) and Section 409A of the Code
and it shall automatically incorporate all applicable restrictions of the AJCA,
the Code and its related regulations, and the Company will amend the Plan to
the extent necessary to comply with those requirements. The timing under which
a Participant will have a right to receive any payment under this Plan will be
deemed to be automatically modified, and a Participant’s rights under the Plan
limited to conform to any requirements under, the AJCA, the Code and its
related regulations.


          8.7
Actuarial assumptions to determine the present value of any benefit hereunder
shall be the same as used to determine the present value of benefits under the
Pension Plan or the Cash Balance Plan, as the case may be.


          8.8
If any person entitled to a benefit payment under this Plan is deemed by the
Committee to be incapable of personally receiving and giving a valid receipt
for such payment, then, unless and until claim therefor shall have been made by
a duly appointed guardian or other legal representative of such person, the
Committee may provide for such payment or any part thereof to be made to any
other person or institution then contributing toward or providing for the care
and maintenance of such person. Any such payment shall be a payment for the
account of such person and a complete discharge of any liability of the Company
and this Plan therefor.


          8.9
The Plan shall inure to the benefit of and be binding upon the Company, its
successors and assigns, including but not limited to any corporation which may
acquire all or substantially all of the Company’s assets or businesses or with
or into or which the Company may be consolidated or merged.


          8.10
Each Participant shall keep the Company informed of his current address and the
current address of his spouse. The Company shall not be obligated to search for
the whereabouts of any person. If the location of a Participant is not made
known to the Company within three (3) years after the date on which payment of
the Participant’s Supplemental Retirement Benefit may first be made, payment
may be made as though the Participant had died at the end of the three-year
period. If, within one additional year after such three-year period has
elapsed, or, within three years after the actual death of a Participant, the
Company is unable to locate any. Surviving Spouse of the Participant, then the
Company shall have no further obligation to pay any benefit hereunder to such
Participant or Surviving Spouse or any other person and such benefit shall be
irrevocably forfeited.


          8.11
Notwithstanding any of the preceding provisions of this Plan, none of the
Company, the Committee or any individual acting as an employee or agent of the
Company or the Committee shall be liable to any Participant, former
Participant, Surviving Spouse or any other person for any claim, loss,
liability or expense incurred in connection with this Plan.






15


Section 9. Miscellaneous


          9.1
As used herein, words in the masculine gender shall include the feminine and
the singular shall include the plural, and vice versa, unless otherwise
required by the context. Any headings used herein are included for ease of
reference only and are not to be construed so as to alter the terms hereof.