<PAGE>
- ------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended December 31, 1994 Commission File Number 1-973
A. Full title of the plan and the address of the plan, if different
from that of the issuer named below:
PUBLIC SERVICE ELECTRIC AND GAS COMPANY THRIFT AND TAX-DEFERRED
SAVINGS PLAN
80 PARK PLAZA
NEWARK, NEW JERSEY 07101
MAILING ADDRESS: P.O. Box 570
NEWARK, NEW JERSEY 07101-0570
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
See page 2.
- ------------------------------------------------------------------------
<PAGE>
<PAGE>
- ------------------------------------------------------------------------
Equities Growth Fund A NEW YORK LIFE INSURANCE
TWENTIETH CENTURY INVESTORS, INC. COMPANY
4500 MAIN STREET 51 MADISON AVENUE
P.O. BOX 419200 NEW YORK, NEW YORK 10010
KANSAS CITY, MISSOURI 64141-6200
Balanced Fund B PROVIDENT NATIONAL ASSURANCE
PHOENIX SERIES FUND COMPANY
101 MUNSON STREET FOUNTAIN SQUARE
GREENFIELD, MASSACHUSETTS 01301 CHATTANOOGA, TENNESSEE 37402
Fixed Income Fund C: Enterprise Common Stock Fund D
THE PRUDENTIAL INSURANCE COMPANY and ESOP Fund
OF AMERICA PUBLIC SERVICE ENTERPRISE GROUP
PRUDENTIAL PLAZA INCORPORATED
NEWARK, NEW JERSEY 07101 80 PARK PLAZA
NEWARK, NEW JERSEY 07101-1171
Stock Index Equities Fund E
METROPOLITAN LIFE INSURANCE BANKERS TRUST COMPANY
COMPANY 280 PARK AVENUE
ONE MADISON AVENUE NEW YORK, NEW YORK 10017
NEW YORK, NEW YORK 10010-3690
Utilities Equities Fund E
TRANSAMERICA OCCIDENTAL LIFE FIDELITY PORTFOLIOS
INSURANCE COMPANY 82 DEVONSHIRE STREET
1150 SOUTH OLIVE BOSTON, MASSACHUSETTS 02109
LOS ANGELES, CALIFORNIA 90015-2287
Government Securities Fund G
ALLSTATE LIFE INSURANCE COMPANY WEISS, PECK AND GREER
ALLSTATE PLAZA WEST ONE NEW YORK PLAZA
3100 SANDERS ROAD NEW YORK, NEW YORK 10004
NORTHBROOK, ILLINOIS 60062
International Stock Fund H
PRINCIPAL MUTUAL LIFE INSURANCE T. ROWE PRICE INC.
COMPANY 100 EAST PRATT STREET
THE PRINCIPAL FINANCIAL GROUP BALTIMORE, MARYLAND 21202
DES MOINES, IOWA 50392-0001
STATE MUTUAL LIFE INSURANCE
COMPANY
440 LINCOLN STREET
WORCESTER, MASS 01653
- ------------------------------------------------------------------------
<PAGE>
<PAGE>
PUBLIC SERVICE ELECTRIC AND GAS COMPANY
THRIFT AND TAX-DEFERRED SAVINGS PLAN
INDEX
PAGE
-----
INDEPENDENT AUDITORS' REPORT..................................... 4
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1994 AND 1993............................... 5-9
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 1994 and 1993................. 10-14
NOTES TO FINANCIAL STATEMENTS.................................... 15-24
SCHEDULE OF ASSETS HELD FOR INVESTMENT - Item 27a................ 25
SCHEDULES OF REPORTABLE TRANSACTIONS - Item 27d.................. 26
SIGNATURES....................................................... 27
EXHIBIT INDEX.................................................... 28
<PAGE>
<PAGE>
INDEPENDENT AUDITORS' REPORT
Employee Benefits Committee of
Public Service Electric and Gas Company:
We have audited the accompanying statements of net assets available for
benefits of the Public Service Electric and Gas Company Thrift and Tax-
Deferred Savings Plan (the "Plan") as of December 31, 1994 and 1993, and
the related statements of changes in net assets available for benefits for
the years then ended. These financial statements are the responsibility
of the Plan's management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan at December
31, 1994 and 1993, and the changes in net assets available for benefits
for each of the years then ended in conformity with generally accepted
accounting principles.
Our audits were conducted for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental information
by fund is presented for the purpose of additional analysis of the basic
financial statements rather than to present information regarding the net
assets available for benefits and changes in net assets available for
benefits of the individual funds, and is not a required part of the basic
financial statements. The supplemental schedules of (1) assets held for
investment as of December 31, 1994 and (2) transactions in excess of five
percent of the current value of plan assets for the year ended December
31, 1994 are presented for the purpose of additional analysis and are not
a required part of the basic financial statements, but are supplementary
information required by the Department of Labor's Rules and Regulations
for Reporting and Disclosure under the Employee Retirement Income Security
Act of 1974, as amended. The supplemental information and the
supplemental schedules are the responsibility of the Plan's management.
Such supplemental information and schedules have been subjected to the
auditing procedures applied in our audit of the basic 1994 financial
statements and, in our opinion, are fairly stated in all material respects
when considered in relation to the basic financial statements taken as a
whole.
DELOITTE & TOUCHE LLP
Parsippany, New Jersey
June 23, 1995
<PAGE>
<PAGE>
PAGE 1 OF 3
<TABLE>
PUBLIC SERVICE ELECTRIC AND GAS COMPANY
THRIFT AND TAX-DEFERRED SAVINGS PLAN
Statement of Net Assets Available for Benefits
December 31, 1994
<CAPTION>
Supplemental Information by Fund
---------------------------------------------------------
Equities Fixed Enterprise
Growth Balanced Income Common Stock
Total Fund A Fund B Fund C Fund D
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
ASSETS
- ------
Investments
Enterprise Common Stock....... $ 63,158,483 $ -- $ -- $ -- $ 55,926,236
Equities Growth Fund.......... 13,120,332 13,120,332 -- -- --
Balanced Fund................. 7,091,225 -- 7,091,225 -- --
Insurance Annuity Contracts
(GICs)...................... 217,684,400 -- -- 217,684,400 --
Stock Index Equities Fund..... 31,419,790 -- -- -- --
Utilities Equities Fund....... 6,514,351 -- -- -- --
Government Securities Fund.... 5,338,527 -- -- -- --
International Stock Fund...... 9,321,491
------------ ------------ ------------ ------------ ------------
Total Investments........ 353,648,599 13,120,332 7,091,225 217,684,400 55,926,236
Participant Loans Receivable.. 14,066,064 -- -- -- --
Receivables - Interest
and Dividends............... 4,928,117 1,907,512 66,642 1,301,476 589,325
Cash and Temporary Cash
Investments................. 1,784,474 -- -- 765,840 814,375
------------ ------------ ------------ ------------ ------------
Total Assets............. $374,427,254 $ 15,027,844 $ 7,157,867 $219,751,716 $ 57,329,936
============ ============ ============ ============ ============
LIABILITIES
- -----------
Due to Active Participants.... $2,397,524 $ 99,735 $ 468 $ 1,758,789 $ 36,799
Purchases of Securities....... 1,120,383 -- -- -- 1,120,383
Accounts Payable.............. 350,736 1,813,160 63,065 (1,647,898) (428,945)
Forfeitures................... 126,104
Other......................... (45,568) (5,765) 488 (34,434) 825
------------ ------------ ------------ ------------ ------------
Total Liabilities........ 3,949,179 1,907,130 64,021 76,457 729,062
Net Assets Available for
Benefits.................... 370,478,075 13,120,714 7,093,846 219,675,259 56,600,874
------------ ------------ ------------ ------------ ------------
Total Liabilities and
Net Assets Available
for Benefits............. $374,427,254 $ 15,027,844 $ 7,157,867 $219,751,716 $ 57,329,936
============ ============ ============ ============ ============
<FN>
See Notes to Financial Statements.
</TABLE>
<PAGE>
<PAGE>
PAGE 2 OF 3
<TABLE>
PUBLIC SERVICE ELECTRIC AND GAS COMPANY
THRIFT AND TAX-DEFERRED SAVINGS PLAN
Statement of Net Assets Available for Benefits (Continued)
December 31, 1994
<CAPTION>
Supplemental Information by Fund (Continued)
------------------------------------------------------------------------
Stock Index Utilities Government
Equities Equities Securities International
Fund E Fund F Fund G Fund H ESOP Fund
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
ASSETS
- ------
Investments
Enterprise Common Stock....... $ -- $ -- $ -- $ -- $ 7,232,247
Equities Growth Fund.......... -- -- -- -- --
Balanced Fund................. -- -- -- -- --
Insurance Annuity Contracts
(GICs)...................... -- -- -- -- --
Stock Index Equities Fund..... 31,419,790 -- -- -- --
Utilities Equities Fund....... -- 6,514,351 -- -- --
Government Securities Fund.... -- -- 5,338,527 -- --
International Stock Fund...... -- -- -- 9,321,491 --
------------ ------------ ------------ ------------ ------------
Total Investments........ 31,419,790 6,514,351 5,338,527 9,321,491 7,232,247
Participant Loans Receivable.. -- -- -- -- --
Receivables - Interest
and Dividends............... 131,176 215,173 20,752 618,980 58,777
Cash and Temporary Cash
Investments................. 84,661 78 -- (77) 779
------------ ------------ ------------ ------------ ------------
Total Assets............. $ 31,635,627 $ 6,729,602 $ 5,359,279 $ 9,940,394 $ 7,291,803
============ ============ ============ ============ ============
LIABILITIES
- -----------
Due to Active Participants.... $ 267,111 $ 1,814 $ 127,643 $ (82) $ 105,247
Purchases of Securities....... -- -- -- -- --
Accounts Payable.............. (46,955) 211,300 (110,919) 618,905 (45,977)
Forfeitures................... -- -- -- -- --
Other......................... (6,664) -- (18) -- --
------------ ------------ ------------ ------------ ------------
Total Liabilities........ 213,492 213,114 16,706 618,823 59,270
Net Assets Available for
Benefits.................... 31,422,135 6,516,488 5,342,573 9,321,571 7,232,533
------------ ------------ ------------ ------------ ------------
Total Liabilities and
Net Assets Available
for Benefits............. $ 31,635,627 $ 6,729,602 $ 5,359,279 $ 9,940,394 $ 7,291,803
============ ============ ============ ============ ============
<FN>
See Notes to Financial Statements.
</TABLE>
<PAGE>
<PAGE>
PAGE 3 OF 3
<TABLE>
PUBLIC SERVICE ELECTRIC AND GAS COMPANY
THRIFT AND TAX-DEFERRED SAVINGS PLAN
Statement of Net Assets Available for Benefits (Concluded)
December 31, 1994
<CAPTION>
Supplemental Information by Fund (Concluded)
----------------------------------------------------------------
Holding Trust
Account Loan Fund
------------ ------------
<S> <C> <C>
ASSETS
- ------
Investments
Enterprise Common Stock....... $ -- $ --
Equities Growth Fund.......... -- --
Balanced Fund................. -- --
Insurance Annuity Contracts
(GICs)...................... -- --
Stock Index Equities Fund..... -- --
Utilities Equities Fund....... -- --
Government Securities Fund.... -- --
International Stock Fund......
------------ ------------
Total Investments........ -- --
Participant Loans Receivable.. -- 14,066,064
Receivables - Interest
and Dividends............... 18,304 --
Cash and Temporary Cash
Investments................. 118,818 --
------------ ------------
Total Assets............. $ 137,122 $ 14,066,064
============ ============
LIABILITIES
- -----------
Due to Active Participants.... $ -- $ --
Purchases of Securities....... -- --
Accounts Payable.............. -- (75,000)
Forfeitures................... 126,104 --
Other......................... -- --
------------ ------------
Total Liabilities........ 126,104 (75,000)
Net Assets Available for
Benefits.................... 11,018 14,141,064
------------ ------------
Total Liabilities and
Net Assets Available
for Benefits............. $ 137,122 $ 14,066,064
============ ============
<FN>
See Notes to Financial Statements.
</TABLE>
<PAGE>
<PAGE>
PAGE 1 OF 2
<TABLE>
PUBLIC SERVICE ELECTRIC AND GAS COMPANY
THRIFT AND TAX-DEFERRED SAVINGS PLAN
Statement of Net Assets Available for Benefits
December 31, 1993
<CAPTION>
Supplemental Information by Fund
---------------------------------------------------------
Equities Fixed Enterprise
Growth Balanced Income Common Stock
Total Fund A Fund B Fund C Fund D
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
ASSETS
- ------
Investments
Enterprise Common Stock....... $ 74,669,728 $ -- $ -- $ -- $ 65,318,496
Equities Growth Fund.......... 10,426,417 10,426,417 -- -- --
Balanced Fund................. 7,057,512 -- 7,057,512 -- --
Insurance Annuity Contracts
(GICs)...................... 197,646,000 -- -- 197,646,000 --
Stock Index Equities Fund..... 29,767,620 -- -- -- --
Utilities Equities Fund....... 9,907,794 -- -- -- --
Government Securities Fund.... 6,751,401 -- -- -- --
------------ ------------ ------------ ------------ ------------
Total Investments........ 336,226,472 10,426,417 7,057,512 197,646,000 65,318,496
Participant Loans Receivable.. 14,091,862 -- -- -- --
Receivables - Interest
and Dividends............... 4,839,940 1,146,677 4,385 1,162,091 1,068,138
Cash and Temporary Cash
Investments................. 3,333,918 -- -- 2,443,658 885,197
------------ ------------ ------------ ------------ ------------
Total Assets............. $358,492,192 $ 11,573,094 $ 7,061,897 $201,251,749 $ 67,271,831
============ ============ ============ ============ ============
LIABILITIES
- -----------
Due to Active Participants.... $ 737,618 $ 3,047 $ 2,362 $ 178,742 $ 503,208
Purchases of Securities....... 3,638,599 1,139,725 -- -- 1,092,556
Due to (from) Others.......... -- 94,919 (3,557) (214,620) 103,033
Accounts Payable.............. 102,269 7,580 3,283 59,267 4,542
------------ ------------ ------------ ------------ ------------
Total Liabilities........ 4,478,486 1,245,271 2,088 23,389 1,703,339
Net Assets Available for
Benefits.................... 354,013,706 10,327,823 7,059,809 201,228,360 65,568,492
------------ ------------ ------------ ------------ ------------
Total Liabilities and
Net Assets Available
for Benefits............. $358,492,192 $ 11,573,094 $ 7,061,897 $201,251,749 $ 67,271,831
============ ============ ============ ============ ============
<FN>
See Notes to Financial Statements.
</TABLE>
<PAGE>
<PAGE>
PAGE 2 OF 2
<TABLE>
PUBLIC SERVICE ELECTRIC AND GAS COMPANY
THRIFT AND TAX-DEFERRED SAVINGS PLAN
Statement of Net Assets Available for Benefits (Concluded)
December 31, 1993
<CAPTION>
Supplemental Information by Fund (Concluded)
------------------------------------------------------------------------
Stock Index Utilities Government
Equities Equities Securities Trust
Fund E Fund F Fund G ESOP Fund Loan Fund
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
ASSETS
- ------
Investments
Enterprise Common Stock....... $ -- $ -- $ -- $ 9,351,232 $ --
Equities Growth Fund.......... -- -- -- -- --
Balanced Fund................. -- -- -- -- --
Insurance Annuity Contracts
(GICs)...................... -- -- -- -- --
Stock Index Equities Fund..... 29,767,620 -- -- -- --
Utilities Equities Fund....... -- 9,907,794 -- -- --
Government Securities Fund.... -- -- 6,751,401 -- --
------------ ------------ ------------ ------------ ------------
Total Investments........ 29,767,620 9,907,794 6,751,401 9,351,232 --
Participant Loans Receivable.. -- -- -- -- 14,091,862
Receivables - Interest
and Dividends............... 12,339 1,298,679 147,613 18 --
Cash and Temporary Cash
Investments................. -- -- -- 5,063 --
------------ ------------ ------------ ------------ ------------
Total Assets............. $ 29,779,959 $ 11,206,473 $ 6,899,014 $ 9,356,313 $ 14,091,862
============ ============ ============ ============ ============
LIABILITIES
- -----------
Due to Active Participants.... $ 23,648 $ 3,613 $ 16,582 $ 6,416 $ --
Purchases of Securities....... -- 1,271,638 134,680 -- --
Due to (from) Others.......... 181,100 106,929 555 (36) (268,323)
Accounts Payable.............. 23,110 3,007 1,480 -- --
------------ ------------ ------------ ------------ ------------
Total Liabilities........ 227,858 1,385,187 153,297 6,380 (268,323)
Net Assets Available for
Benefits.................... 29,552,101 9,821,286 6,745,717 9,349,933 14,360,185
------------ ------------ ------------ ------------ ------------
Total Liabilities and
Net Assets Available
for Benefits............. $ 29,779,959 $ 11,206,473 $ 6,899,014 $ 9,356,313 $ 14,091,862
============ ============ ============ ============ ============
<FN>
See Notes to Financial Statements.
</TABLE>
<PAGE>
<PAGE>
PAGE 1 OF 3
<TABLE>
THRIFT AND TAX-DEFERRED SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS
AVAILABLE FOR BENEFITS
For the Year Ended December 31, 1994
<CAPTION>
Supplemental Information by Fund
---------------------------------------------------------
Equities Fixed Enterprise
Growth Balanced Income Common Stock
Total Fund A Fund B Fund C Fund D
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
ADDITIONS
- ---------
Participant Deposits............ $ 26,690,446 $ 2,281,492 $ 1,231,830 $ 13,244,076 $ 4,068,718
Cash Receipts................... 77,238,184 -- -- -- --
Received from Savings Plan...... 3,985,701 70,897 41,235 1,402,331 1,115,155
Additions to Trust Loan Fund.... 7,263,595 -- -- -- --
Employers Contributions......... 8,513,249 675,800 379,437 4,303,215 1,368,734
Interfund Transfer - net........ -- 478,457 (938,499) 4,073,562 (4,823,702)
Participant Loan Repayments..... -- 381,676 242,581 2,964,830 954,642
------------ ------------ ------------ ------------ ------------
Total Deposits and
Contributions.............. 123,691,175 3,888,322 956,584 25,988,014 2,683,547
------------ ------------ ------------ ------------ ------------
Income
Interest........................ 13,974,847 -- -- 13,909,712 48,976
Dividends....................... 9,808,759 1,913,021 217,547 -- 4,285,904
Loan Interest Income............ 799,208 52,315 31,375 413,835 143,643
------------ ------------ ------------ ------------ ------------
Total Income............... 24,582,814 1,965,336 248,922 14,323,547 4,478,523
------------ ------------ ------------ ------------ ------------
Appreciation (Depreciation)
of Investments................ (18,165,924) (2,159,800) (539,629) -- (10,453,045)
------------ ------------ ------------ ------------ ------------
Total Additions............ 130,108,065 3,693,858 665,877 40,311,561 (3,290,975)
------------ ------------ ------------ ------------ ------------
DEDUCTIONS
- ----------
Cash Disbursements.............. 77,556,173 -- -- -- --
Withdrawals..................... 28,076,864 395,934 362,133 17,887,677 4,415,351
Dividends paid.................. 607,787 -- -- -- --
Participant Loans............... 7,263,595 500,142 257,525 3,967,805 1,237,000
Forfeitures..................... 69,907 4,891 12,182 9,180 24,292
Other........................... 69,370 -- -- -- --
------------ ------------ ------------ ------------ ------------
Total Deductions........... 113,643,696 900,967 631,840 21,864,662 5,676,643
------------ ------------ ------------ ------------ ------------
INCREASE (DECREASE) IN NET
ASSETS AVAILABLE FOR BENEFITS... 16,464,369 2,792,891 34,037 18,446,899 (8,967,618)
NET ASSETS AVAILABLE FOR
BENEFITS BEGINNING OF PERIOD.. 354,013,706 10,327,823 7,059,809 201,228,360 65,568,492
------------ ------------ ------------ ------------ ------------
NET ASSETS AVAILABLE FOR
BENEFITS END OF PERIOD........ $370,478,075 $ 13,120,714 $ 7,093,846 $219,675,259 $ 56,600,874
============ ============ ============ ============ ============
<FN>
See Notes to Financial Statements.
</TABLE>
<PAGE>
<PAGE>
PAGE 2 OF 3
<TABLE>
THRIFT AND TAX-DEFERRED SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS
AVAILABLE FOR BENEFITS (Continued)
For the Year Ended December 31, 1994
<CAPTION>
Supplemental Information by Fund (Continued)
---------------------------------------------------------
Stock Index Utilities Government
Equities Equities Securities International
Stock ESOP
Fund E Fund F Fund G Fund H Fund
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
ADDITIONS
- ---------
Participant Deposits............ $ 2,967,197 $ 1,112,724 $ 737,621 $ 1,029,529 $ --
Cash Receipts................... -- -- -- -- --
Received from Savings Plan...... 408,038 56,300 12,088 162,777 557,575
Additions to Trust Loan Fund.... -- -- -- -- --
Employers Contributions......... 945,727 340,969 206,701 292,666 --
Interfund Transfer - net........ (1,325,266) (3,980,939) (1,413,795) 8,334,717 (404,535)
Participant Loan Repayments..... 630,117 204,357 128,970 195,841 --
------------ ------------ ------------ ------------ ------------
Total Deposits and
Contributions.............. 3,625,813 2,266,589 (328,415) 10,015,530 153,040
------------ ------------ ------------ ------------ ------------
Income
Interest........................ -- 76 -- -- 175
Dividends....................... 1,096,363 688,663 408,274 583,745 607,787
Loan Interest Income............ 84,661 30,599 16,242 26,538 --
------------ ------------ ------------ ------------ ------------
Total Income............... 1,181,024 719,338 424,516 610,283 607,962
------------ ------------ ------------ ------------ ------------
Appreciation (Depreciation)
of Investments................ (632,810) (1,254,907) (969,114) (947,437) (1,562,428)
------------ ------------ ------------ ------------ ------------
Total Additions............ 4,174,027 (2,802,158) (873,013) 9,678,376 (801,426)
------------ ------------ ------------ ------------ ------------
DEDUCTIONS
- ----------
Cash Disbursements.............. -- -- -- -- --
Withdrawals..................... 1,585,879 295,306 408,689 83,210 708,187
Dividends paid.................. -- -- -- -- 607,787
Participant Loans............... 713,963 202,217 118,694 266,249 --
Forfeitures..................... 4,151 5,117 2,748 7,346 --
Other........................... -- -- -- -- --
------------ ------------ ------------ ------------ ------------
Total Deductions........... 2,303,993 502,640 530,131 356,805 1,315,974
------------ ------------ ------------ ------------ ------------
INCREASE (DECREASE) IN NET
ASSETS AVAILABLE FOR BENEFITS... 1,870,034 (3,304,798) (1,403,144) 9,321,571 (2,117,400)
NET ASSETS AVAILABLE FOR
BENEFITS BEGINNING OF PERIOD.. 29,552,101 9,821,286 6,745,717 -- 9,349,933
------------ ------------ ------------ ------------ ------------
NET ASSETS AVAILABLE FOR
BENEFITS END OF PERIOD........ $ 31,422,135 $ 6,516,488 $ 5,342,573 $ 9,321,571 $ 7,232,533
============ ============ ============ ============ ============
<FN>
See Notes to Financial Statements.
</TABLE>
<PAGE>
<PAGE>
PAGE 3 OF 3
<TABLE>
THRIFT AND TAX-DEFERRED SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS
AVAILABLE FOR BENEFITS (Concluded)
For the Year Ended December 31, 1994
<CAPTION>
Supplemental Information by Fund (Concluded)
---------------------------------------------------
Holding Trust Loan
Account Fund
------------ ------------
<S> <C> <C>
ADDITIONS
- ---------
Participant Deposits............ $ 17,259 $ --
Cash Receipts................... 77,238,915 --
Received from Savings Plan...... (731) 159,305
Additions to Trust Loan Fund.... -- 7,263,595
Employers Contributions......... -- --
Interfund Transfer - net........ -- --
Participant Loan Repayments..... -- (5,703,014)
------------ ------------
Total Deposits and
Contributions.............. 77,255,443 1,719,886
------------ ------------
Income
Interest........................ 15,908 --
Dividends....................... 7,455 --
Loan Interest Income............ -- --
------------ ------------
Total Income............... 23,363 --
------------ ------------
Appreciation (Depreciation)
of Investments................ 353,246 --
------------ ------------
Total Additions............ 77,632,052 1,719,886
------------ ------------
DEDUCTIONS
- ----------
Cash Disbursements.............. 77,556,173 --
Withdrawals..................... -- 1,934,498
Dividends paid.................. -- --
Participant Loans............... -- --
Forfeitures..................... -- --
Other........................... 64,861 4,509
------------ ------------
Total Deductions........... 77,621,034 1,939,007
------------ ------------
INCREASE (DECREASE) IN NET
ASSETS AVAILABLE FOR BENEFITS... 11,018 (219,121)
NET ASSETS AVAILABLE FOR
BENEFITS BEGINNING OF PERIOD.. -- 14,360,185
------------ ------------
NET ASSETS AVAILABLE FOR
BENEFITS END OF PERIOD........ $ 11,018 $ 14,141,064
============ ============
<FN>
See Notes to Financial Statements.
</TABLE>
<PAGE>
<PAGE>
PAGE 1 OF 2
<TABLE>
THRIFT AND TAX-DEFERRED SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS
AVAILABLE FOR BENEFITS
For the Year Ended December 31, 1993
<CAPTION>
Supplemental Information by Fund
---------------------------------------------------------
Equities Fixed Enterprise
Growth Balanced Income Common Stock
Total Fund A Fund B Fund C Fund D
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
ADDITIONS
- ---------
Participant Deposits............ $ 26,296,895 $ 2,117,430 $ 1,178,169 $ 13,614,687 $ 4,501,834
Additions to Trust Loan Fund.... 6,824,549 -- -- -- --
Employers Contributions......... 8,512,962 648,736 360,505 4,500,435 1,481,453
Interfund Transfer - net........ -- (400,893) 631,300 (731,320) (1,344,273)
Participant Loan Repayments..... -- 315,875 186,260 2,697,482 911,490
------------ ------------ ------------ ------------ ------------
Total Deposits and
Contributions.............. 41,634,406 2,681,148 2,356,234 20,081,284 5,550,504
------------ ------------ ------------ ------------ ------------
Income
Interest........................ 13,616,261 89 59 13,611,262 4,519
Dividends....................... 8,302,040 1,139,725 347,620 -- 4,261,144
Loan Interest Income............ 804,541 50,814 30,208 435,580 151,731
------------ ------------ ------------ ------------ ------------
Total Income............... 22,722,842 1,190,628 377,887 14,046,842 4,417,394
------------ ------------ ------------ ------------ ------------
Net Appreciation (Depreciation)
of Investments................ 3,522,936 (715,465) 10,630 -- 1,981,940
------------ ------------ ------------ ------------ ------------
Total Additions............ 67,880,184 3,156,311 2,744,751 34,128,126 11,949,838
------------ ------------ ------------ ------------ ------------
DEDUCTIONS
- ----------
Withdrawals..................... 19,123,529 168,113 103,016 12,113,656 4,432,604
Dividends paid.................. 652,710 -- -- -- --
Participant Loans............... 6,824,549 309,350 215,369 3,861,094 1,322,167
Other........................... 102,485 7,580 3,283 59,267 4,542
------------ ------------ ------------ ------------ ------------
Total Deductions........... 26,703,273 485,043 321,668 16,034,017 5,759,313
------------ ------------ ------------ ------------ ------------
INCREASE (DECREASE) IN NET
ASSETS AVAILABLE FOR BENEFITS... 41,176,911 2,671,268 2,423,083 18,094,109 6,190,525
NET ASSETS AVAILABLE FOR
BENEFITS
BEGINNING OF PERIOD............. 312,836,795 7,656,555 4,636,726 183,134,251 59,377,967
------------ ------------ ------------ ------------ ------------
NET ASSETS AVAILABLE
FOR BENEFITS
END OF PERIOD................... $354,013,706 $ 10,327,823 $ 7,059,809 $201,228,360 $ 65,568,492
============ ============ ============ ============ ============
<FN>
See Notes to Financial Statements.
</TABLE>
<PAGE>
<PAGE>
PAGE 2 OF 2
<TABLE>
THRIFT AND TAX-DEFERRED SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS
AVAILABLE FOR BENEFITS (Concluded)
For the Year Ended December 31, 1993
<CAPTION>
Supplemental Information by Fund (Concluded)
------------------------------------------------------------------------
Stock Index Utilities Government
Equities Equities Securities Trust
Fund E Fund F Fund G ESOP Fund Loan Fund
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
ADDITIONS
- ---------
Participant Deposits............ $ 2,913,291 $ 1,262,277 $ 709,207 $ -- $ --
Additions to Trust Loan Fund.... -- -- -- -- 6,824,549
Employers Contributions......... 924,279 373,809 223,745 -- --
Interfund Transfer - net........ (284,749) 2,518,754 (44,597) (344,222) --
Participant Loan Repayments..... 540,114 208,129 110,083 -- (4,969,433)
------------ ------------ ------------ ------------ ------------
Total Deposits and
Contributions.............. 4,092,935 4,362,969 998,438 (344,222) 1,855,116
------------ ------------ ------------ ------------ ------------
Income
Interest........................ 72 47 24 189 --
Dividends....................... -- 1,349,210 551,631 652,710 --
Loan Interest Income............ 84,165 35,310 16,733 -- --
------------ ------------ ------------ ------------ ------------
Total Income............... 84,237 1,384,567 568,388 652,899 --
------------ ------------ ------------ ------------ ------------
Net Appreciation (Depreciation)
of Investments................ 2,637,960 (738,801) (46,016) 392,688 --
------------ ------------ ------------ ------------ ------------
Total Additions............ 6,815,132 5,008,735 1,520,810 701,365 1,855,116
------------ ------------ ------------ ------------ ------------
DEDUCTIONS
- ----------
Withdrawals..................... 1,226,025 135,847 404,554 539,714 --
Dividends paid.................. -- -- -- 652,710 --
Participant Loans............... 753,712 253,968 108,889 -- --
Other........................... 23,110 3,103 1,597 3 --
------------ ------------ ------------ ------------ ------------
Total Deductions........... 2,002,847 392,918 515,040 1,192,427 --
------------ ------------ ------------ ------------ ------------
INCREASE (DECREASE) IN NET
ASSETS AVAILABLE FOR BENEFITS... 4,812,285 4,615,817 1,005,770 (491,062) 1,855,116
NET ASSETS AVAILABLE FOR
BENEFITS
BEGINNING OF PERIOD............. 24,739,816 5,205,469 5,739,947 9,840,995 12,505,069
------------ ------------ ------------ ------------ ------------
NET ASSETS AVAILABLE
FOR BENEFITS
END OF PERIOD................... $ 29,552,101 $ 9,821,286 $ 6,745,717 $ 9,349,933 $ 14,360,185
============ ============ ============ ============ ============
<FN>
See Notes to Financial Statements.
</TABLE>
<PAGE>
<PAGE>
NOTES TO FINANCIAL STATEMENTS
1. SUMMARY OF THE PLAN
The Board of Directors of Public Service Electric and Gas Company (PSE&G)
adopted the PSE&G Thrift and Tax-Deferred Savings Plan (Plan) to encourage
thrift and savings by eligible employees (Eligible Employees). It was
first offered to Eligible Employees in 1981. The Plan was last amended
October 17, 1994, effective January 1, 1995. Participation in the Plan is
entirely voluntary, except with respect to those employees who
participated in the Employee Stock Ownership Plan (ESOP) Fund as a result
of their participation in PSE&G's TRASOP and/or PAYSOP, which plans were
merged into this Plan. Eligible Employees are those employees not covered
by a collective bargaining agreement and who have completed 1,000 hours of
service with PSE&G or any affiliate of PSE&G participating in the Plan
(together hereafter each called an "Employer" or collectively
"Employers"). Certain Eligible Employees may also elect to have a
distribution from another qualified corporate plan contributed as a
rollover contribution with the approval of the Employee Benefits Committee
of PSE&G (Committee), the Plan Administrator. The Plan's Trust Fund now
consists of the Thrift Account Fund and the ESOP Fund, which are
separately maintained.
Under the Plan, participating Eligible Employees (Participants) may elect
to make basic deposits to Investment Funds of such Participants choosing
within the Thrift Account Fund of 1%, 2%, 3%, 4%, 5% or 6% of their
compensation (Basic Deposits), and their respective Employer will
contribute an amount equal to 50% thereof, subject to certain exceptions
and limitations (Employer Contributions). In addition, Participants may
elect to make supplemental deposits to such Funds in increments of 1% of
Compensation up to an additional 9% of Compensation (19% starting January
1, 1995) (Supplemental Deposits), subject to certain limitations, without
any corresponding matching Employer Contribution. Participants may
designate such Basic and/or Supplemental Deposits as Nondeferred (post-
income tax contributions) or Deferred (pre-income tax contributions).
Starting January 1, 1995, each Participant may, within any Plan Year, make
one or more Additional Lump Sum Deposits on a nondeferred basis in the
minimum amount of $250 and in such total amounts which when aggregated
with such Participant's Basic Deposits and Supplemental Deposits, do not
exceed 25% of his or her Compensation for that Plan Year.
The maximum amount of Deferred Deposits to a Participant's Thrift Account
may have to be limited to less than 15% of Compensation to meet
requirements of the Internal Revenue Code of 1986, as amended (IRC). The
extent of any such limitation will be determined from time to time by the
Committee based on the actual pattern of Deferred Deposits by all
Participants. If the maximum permitted percentage of Compensation for
Thrift Account Deferred Deposits is reduced, then all Deferred Deposits in
excess of such percentage will automatically be treated as Nondeferred
Deposits. This will result in taxable income to the affected Participants
for Deferred Deposits in excess of any limit so established. The Committee
will attempt to assure that any such limitation will apply only to future
contributions, but it is possible
<PAGE>
<PAGE>
NOTES TO FINANCIAL STATEMENTS - (Continued)
that, in order to meet requirements of the IRC, the limitation will, in
some circumstances, have to be applied retroactively. Deferred Deposits
may not generally be withdrawn until age 59-1/2. Nondeferred Deposits, on
the other hand, may be withdrawn at any time subject to certain penalties
and restrictions.
Thrift Account Deposits are made through payroll deductions by the
Participant's Employer, rollover contributions from other qualified plans
and, starting January 1, 1995, Additional Lump Sum Deposits. Deposits by
Participants and contributions by their respective Employers are
transferred to a Trustee and separately held in the Plan's Thrift Account
Fund of the Trust Fund for investment and other transactions, as directed
by Participants. Participants are entitled to choose from among the
Investment Funds offered under the Plan in which to invest Deposits and
Employer Contributions.
Bankers Trust Company is the Trustee of the Trust Fund established
pursuant to the Plan.
Loan Provisions
The Trustee may, subject to the approval of PSE&G's General Manager,
Compensation and Benefits, lend a Participant who is employed by an
Employer an amount up to 50% of the value of the vested portion of such
Participant's Thrift Account and ESOP Fund, but no more than the aggregate
value of such Participant's Thrift Account or $ 50,000, whichever is less.
Any Participant loan must be for a principal amount of $ 1,000 or more and
no Participant may have more than two loans outstanding at any time
(beginning January 1, 1995 lump sum payments are also accepted). All
loans, including interest thereon, must be repaid by payroll deductions in
equal monthly installments of 12, 24, 36, 48 or 60 months as selected by
the Participant. However, a Participant may repay any such loan in full by
check at any time in accordance with such rules as may be prescribed by
the Committee. A Participant may not apply for more than one loan in any
calendar year. A loan to a Participant is considered an investment of
such Participant's Thrift Account and repayments of principal of any loan
together with interest thereon, are invested in the Thrift Account
Investment Funds of the Plan in accordance with the Participant's then-
current investment direction for Deposits and Employer Contributions.
Each loan bears interest at a rate fixed from time to time by the
Committee taking into consideration interest rates currently then being
charged. The rate of interest applicable to any loan at its inception
remains in effect for the duration of such loan. During 1994, the rate of
interest on loans granted to Participants, by quarter and starting with
the first quarter, was 6%, 6-1/4%, 7-1/4%, and 7-3/4%. (See Note 2.
SIGNIFICANT ACCOUNTING POLICIES - Loans.)
2. SIGNIFICANT ACCOUNTING POLICIES
The financial statements of the Plan have been prepared in accordance with
generally accepted accounting principles.
<PAGE>
<PAGE>
NOTES TO FINANCIAL STATEMENTS - (Continued)
Dividends and Interest
Dividends, interest, and other income attributable to each Investment Fund
of the Plan are reinvested in that Investment Fund to the extent not used
to pay direct expenses of that Fund. (See Expenses of Plan, below.)
All Deposits and Employer Contributions to Fixed Income Fund C earn
interest at the composite rate of all Guaranteed Investment Contracts of
insurance companies (GICs) in which the assets of such fund are then
invested. Such rate varies as such GICs mature or are entered into and as
Deposits and Employer Contributions are made to and withdrawn from such
GICs. Under the GICs in effect during 1994, the composite rate of
interest earned by such assets so invested was not less than 7%.
ESOP Fund Participants receive quarterly payments directly from the
Trustee equal to the dividends paid to the Trustee on the shares of Common
Stock of Public Service Enterprise Group Incorporated (Enterprise), the
parent of PSE&G, held for their ESOP Fund.
Valuation of Investments
Investments of Equities Growth Fund A, Balanced Fund B, Enterprise Common
Stock Fund D, Stock Index Equities Fund E, Utilities Equities Fund F,
Government Securities Fund G, International Stock Fund H, and the shares
of Enterprise Common Stock held by the ESOP Fund are based upon quoted
market values. The Plan has invested the assets of Fixed Income Fund C in
GICs. The value of Fixed Income Fund C is based on the contract value of
all GICs in which the assets of the fund are invested. Temporary
investments are valued at cost which approximates fair market value.
Securities transactions are accounted for on the trade date.
In September 1994, the American Institute of Certified Public Accountants
issued Statement of Position 94-4 (SOP94-4), "Reporting of Investment
Contracts Held by Health and Welfare Benefit Plans and Defined-
Contribution Pension Plans" which requires investment contracts issued by
either an insurance enterprise or other entity to be reported at either
fair value or contract value. SOP 94-4 is effective for plan years
beginning after December 15, 1994, except that the application to
investment contracts entered into before December 31, 1993, is delayed to
plan years beginning after December 15, 1995. The Plan is currently
evaluating what impact, if any, the adoption of SOP 94-4 will have on the
financial statements of the Plan as of and for the year ended December 31,
1995.
The Plan's financial statements have been prepared in accordance with the
financial reporting requirements of the Employee Retirement Income
Security Act of 1974, as amended (ERISA), as permitted by the applicable
rules. Under such requirements, realized gains and losses from securities
transactions are computed using an adjusted cost basis as prescribed by
the Department of Labor's (DOL) Rules and Regulations for Reporting and
Disclosure. The adjusted cost is the fair value of the security at the
beginning of the Plan year, or cost if acquired since that date.
Unrealized gains and losses on securities held for investment are computed
on the basis of the change in fair value between the beginning and ending
of the Plan year.
Expenses of Plan
All expenses incurred in connection with the administration of the Plan,
including expenses of the Trustee, but excluding brokerage commissions and
taxes relating to the sale of shares of Enterprise Common Stock at the
direction of Participants, were paid directly by PSE&G and its
Participating Affiliates.
<PAGE>
<PAGE>
NOTES TO FINANCIAL STATEMENTS - (Continued)
The assets of Common Stock Fund D and ESOP Fund are invested in shares of
Enterprise Common Stock. Shares of Enterprise Common Stock required for
Fund D are purchased by the Trustee either directly from Enterprise, at
its sole discretion, on the open market through a broker or from the ESOP
Fund. All shares sold for Common Stock Fund D and the ESOP Fund are sold
by the Trustee on the open market through a broker. Brokerage commissions
and taxes are paid by the Participants. However, in situations where the
ESOP is in a "sell" position and Fund D is in a "buy" position, Fund D
will buy from the ESOP at the closing price on the NY Stock Exchange. In
such case no brokerage commissions are charged in the transaction.
Loans
A loan to a Participant is considered an investment of such Participant's
Thrift Account and the principal amount of the loan is treated as a
separate investment within the various sub-accounts of the Participant's
Thrift Account. Repayments of the principal amount of the loan are
credited to each such sub-account, and repayments of principal along with
any accrued interest thereon are invested in the Plan's Investment Funds
in the same manner as the Participant's then-current investment direction
for Deposits and Employer Contributions. Loan amounts are taken from sub-
accounts of a Participant's Thrift Account in the following order:
(a) Deferred Deposits
(b) Unmatured vested Employer Contributions
(c) Matured vested Employer Contributions
(d) Rollover Contributions
(e) Unmatured post-1986 Nondeferred Deposits
(f) Matured post-1986 Nondeferred Deposits
(g) Pre-1987 Nondeferred Deposits
Each loan is secured by an assignment of the Participant's entire right,
title and interest in and to the Trust Fund to the extent of the loan and
accrued interest thereon (See Note 1. SUMMARY OF THE PLAN - Loan
Provisions).
Interfund Transfers - ESOP Fund to Thrift Account
Participants are permitted to transfer all, but not less than all, shares
from their ESOP Funds to their Thrift Accounts. To effect such transfers,
the Trustee will sell the shares of Enterprise Common Stock held in the
ESOP Fund and invest the proceeds in the Thrift Account Funds designated
by the Participant. The cash value of each share of Enterprise Common
Stock so transferred will be equal to the price per share of Enterprise
Common Stock actually received by the Trustee. Any such transfer is
treated as a rollover contribution.
<PAGE>
<PAGE>
NOTES TO FINANCIAL STATEMENTS - (Continued)
Vesting
Employer Contributions to a Participant's Thrift Account are immediately
vested upon a Participant's completion of five years of service with the
Employer or when a Participant is eligible for an immediately payable
retirement benefit, attains age 65, is disabled, is laid off or dies. All
amounts credited to a Participant's ESOP Fund are fully vested.
Penalties upon Withdrawal
If a Participant withdraws vested Employer Contributions and/or Deposits
before they have been in the Plan for two full calendar years, such
Participant loses the matching Employer Contributions on Deposits made
during the subsequent three months. Distributions to Participants
electing to withdraw Nondeferred Deposits and Employer Contributions are
made as soon as practicable after such elections are received by the Plan
Administrator. Nondeferred Deposits may be withdrawn at any time but
certain penalties may apply. Deferred Deposits may not be withdrawn during
employment prior to age 59-1/2 except for reasons of extraordinary
financial hardship and to the extent permitted by the IRC. Distributions
to Participants of approved hardship withdrawals are made as soon as
practicable after such approval.
Benefits Payable
The AICPA Audit and Accounting Guide requires that benefits payable to
persons who are no longer active participants in a defined contribution
plan be disclosed in the footnotes to the financial statements rather than
be recorded as a liability of the Plan. As of December 31, 1994 and
December 31, 1993 the net assets available for benefits included benefits
due to Participants who are no longer active Participants in the Plan in
the amount of $469,756 and $2,420,944, respectively.
3. INVESTMENTS
The financial statements of the Plan include the following:
a. Thrift Account Investment Funds
(1) The assets of Equities Growth Fund A are invested in the
capital stock of the Twentieth Century Investors Inc.
Growth Fund (the "Twentieth Century Growth Fund"), a no-
load, open-ended investment company or mutual fund. The
prospectus for the Twentieth Century Growth Fund indicates
that such fund invests primarily in the common stock of
companies considered by its investment manager to have
above average potential for capital appreciation.
<PAGE>
<PAGE>
NOTES TO FINANCIAL STATEMENTS - (Continued)
(2) The assets of Balanced Fund B are invested in the capital
stock of Phoenix Series Fund Balanced Series (the "Phoenix
Balanced Fund"), a no-load, open-ended investment company
or mutual fund. The prospectus for the Phoenix Balanced
Fund indicates that such fund invests primarily in a
combination of equity and fixed income debt securities that
its investment manager expects to provide current income
along with long-term capital growth and conservation of
capital.
(3) The assets of Fixed Income Fund C are invested in GICs with
various insurance companies which contractually provide for
a guarantee of principal and interest for the respective
contract periods.
The following GICs are continuing:
(i) A four and one half year contract that will expire June 30, 1997
and two five year contracts expiring December 31, 1997 and
December 31 1998, with Provident National Assurance Company,
effective interest rates of 6.67% and 6.81%, and 5.85%
respectively;
(ii) A five year contract with Metropolitan Life Insurance Company,
which will expire June 30, 1998, effective interest rate of
5.70%;
(iii) A four and one-half year contract with The Prudential Insurance
Company of America, which will expire on June 30, 1995,
effective interest rate of 9.11%;
(iv) Two five year contracts with Allstate Life Insurance Company,
which will expire January 2, 1996 and June 30, 1998,
respectively, effective interest rates of 9.21% and 6.00%,
respectively;
(v) A three and one-half year contract with the Principal Mutual
Life Insurance Company, which will expire on July 1, 1996,
effective interest rate of 6.55%.
(vi) A four and one-half year contract with Transamerica Occidental
Life Insurance Company, which will expire January 1, 1997,
effective interest rate of 6.72%;
(vii) A five year contract with State Mutual Life Insurance Company,
which will expire January 3, 1999, effective interest rate of
5.66%; and
(viii) A five year contract with New York Life Insurance Company, which
will expire June 30, 1999, effective interest rate of 7.07%.
<PAGE>
<PAGE>
NOTES TO FINANCIAL STATEMENTS - (Continued)
(4) The assets of Enterprise Common Stock Fund D are invested
by the Trustee in Enterprise Common Stock.
(5) The assets of Stock Index Equities Fund E are invested by
the Trustee in BT Institutional Equity 500 Index Fund
("Stock Index Equities Fund"), a no-load mutual fund
managed by Bankers Trust Company, so as to achieve the
approximate return of the Standard and Poor's 500 Composite
Stock Index.
(6) The assets of Utilities Equities Fund F are invested in the
capital stock of Fidelity Utilities Income Fund (the
"Fidelity Utilities Fund"), a no-load, open-ended
investment company or mutual fund. The prospectus for the
Fidelity Utilities Fund indicates that such fund invests
primarily in equity securities of gas and electric utility
companies and companies engaged in the communications
field. The Fidelity Utilities Fund may, from time to time,
include shares of Enterprise Common Stock or PSE&G
preferred stock.
(7) The assets of Government Securities Fund G are invested in
the capital stock of Weiss, Peck and Greer Mutual Fund's
Government Securities Fund (the "WPG Government Securities
Fund"), a no-load, open-ended investment company or mutual
fund. The prospectus for the WPG Government Securities Fund
indicates that such fund invests primarily in debt
obligations issued or guaranteed by the U.S.Government, its
agencies or instrumentalities which have remaining
maturities of one year or more.
(8) The assets of International Stock Fund H are invested in
the capital stock of T. Rowe Price International Funds Inc.
(the "T. Rowe Price International Stock Fund"), a no-load,
open-ended investment company or mutual fund. The
prospectus for the T. Rowe Price International Stock Fund
indicates that such fund invests primarily in common stocks
of established, non-U.S. companies.
b. ESOP Fund
Shares of Enterprise Common Stock held as assets of the Plan's
ESOP Fund were transferred to the Plan in 1988 as a result of
the spin-off and merger with the Plan of the non-bargaining unit
portions of the PSE&G's former TRASOP and PAYSOP. No additional
contributions in or transfers into the ESOP Fund are presently
permitted or were allowed during 1994.
<PAGE>
<PAGE>
NOTES TO FINANCIAL STATEMENTS - (Continued)
c. PARTICIPANTS
Participants
As of December 31,
-------------------------
1994 1993 1992
----- ----- ------
Total Plan Participants........... 6,260 5,909 5,429
Participants by Fund
--------------------
Equities Growth Fund A ........... 1,385 1,222 1,032
Balanced Fund B .................. 978 950 742
Fixed Income Fund C .............. 4,522 4,568 4,657
Enterprise Common Stock Fund D ... 2,963 3,167 3,092
Stock Index Equities Fund E....... 2,039 1,908 1,815
Utilities Equities Fund F ........ 948 1,026 734
Government Securities Fund G ..... 821 867 800
International Stock Fund H (1).... 909 -- --
ESOP Fund ........................ 759 777 841
---------------------------------
(1) New investment option in 1994.
4. UNIT VALUE INFORMATION - THRIFT ACCOUNT INVESTMENT FUNDS
Unit values of the Investment Funds were determined the last business day
of each month and, starting February 1, 1994 have been determined at the
end of each business day (Valuation Date) by dividing the market value of
net assets available for benefits by the number of units allocated to all
Participants as of the respective Valuation Date.
New units were allocated to each Participant's Thrift Account monthly and,
starting February 1, 1994, have been allocated at the end of each business
day by dividing Deposits made by, or on behalf of, such Participant for
such month or business day and the related Employer Contributions, if any,
together with repayment of the principal amount of any loan to the
Participant's Thrift Account including interest earned thereon during the
month or business day, respectively, by the unit value determined as of
the end of the Valuation Date. If a Participant makes a transfer between
Investment Funds, makes a withdrawal, receives a distribution or a loan,
or makes a rollover contribution, the amount so transferred, withdrawn,
distributed, loaned, or rolled over is also determined by the unit value
of each Investment Fund as of the applicable Valuation Date for such
transaction.
<PAGE>
<PAGE>
NOTES TO FINANCIAL STATEMENTS - (Continued)
The Investment Fund unit information as of the last business day of each year
is as follows:
Investment Fund Year Unit Value Number of Units
- --------------- ---- ---------- ---------------
(Dollars)
---------
Equities Growth Fund A ........... 1994 18.740000 700,124.439
1993 10.00000 1,032,668.832
1992 1.004332 7,623,531.474
Equities Fund B .................. 1994 14.830000 478,167.565
1993 10.00000 705,705.202
1992 1.073954 4,317,433.730
Fixed Income Fund C............... 1994 10.653906 20,432,355.982
1993 10.000000 19,954,177.882
1992 3.628257 50,474,442.711
Enterprise Common Stock Fund D.... 1994 9.437915 5,925,698.207
1993 10.000000 6,517,479.127
1992 6.956667 8,535,404.995
Stock Index Equities Fund E....... 1994 10.440000 3,009,558.429
1993 10.000000 2,936,964.917
1992 1.965397 12,587,696.874
Utilities Equities Fund F ........ 1994 13.060000 498,801.761
1993 9.697310 1,012,537.574
1992 1.090748 4,772,385.797
Government Securities Fund G ..... 1994 9.010923 592,450.629
1993 10.000000 661,622.960
1992 1.078720 5,321,072.072
International Stock Fund H (1).... 1994 11.320000 823,453.268
- -------------------------------
(1) New investment option in 1994.
ESOP FUND VALUATION
Enterprise Common Stock share value is determined by using the closing
market price on the New York Stock Exchange as reported in the Wall Street
Journal as Composite Transactions. If a Participant withdraws shares, the
shares are, at Participant's election, either distributed to such
Participant or sold by the Trustee and the proceeds, net of commissions
and taxes, are distributed to the Participant.
<PAGE>
<PAGE>
NOTES TO FINANCIAL STATEMENTS - (Continued)
The ESOP Fund information as of the last business day of each year is as
follows:
Year Price per share Number of shares
---- --------------- ----------------
ESOP Fund 1994 $26.500 272,915
1993 $32.000 291,483
1992 $30.875 318,736
5. FEDERAL INCOME TAXES
The Company believes that the Plan and its related Trust including the
portions of the former TRASOP and PAYSOP applicable to non-bargaining unit
Participants, which portions were spun-off and merged with the Plan
effective January 1, 1988, qualified under Sections 401(a) and 501(a) of
the IRC and, as such, the Plan is exempt from taxation on its earnings.
A determination letter to such effect was obtained from the Internal
Revenue Service (IRS) in 1986. Participants are not taxed either on
Employer Contributions or on the earnings credited to their Thrift Account
Fund, until distribution of such Thrift Account Fund. On December 30,
1994, the Company submitted an application to the IRS for a determination
that the Plan and Trust continue to be qualified under applicable law.
6. COMPLIANCE WITH ERISA
The Plan is generally subject to the provisions of Titles I and II of
ERISA, including the provisions with respect to reporting, disclosure,
participation, vesting and fiduciary responsibility. However it is not
subject to the funding requirements of Title I, and benefits under the
Plan are not guaranteed by the Pension Benefit Guarantee Corporation under
Title IV of ERISA.
7. SUBSEQUENT EVENTS
The assets of Fixed Income Fund C will be invested after December 31, 1994
in GICs with the following insurance companies which contractually provide
for a return of principal and a fixed interest rate for the contract
period:
Effective January 1, 1995, a five year contract with Principal Mutual
Insurance Company which will expire December 31, 1999, net effective
interest rate of 8.15%.
Effective January 1, 1995, a five year contract with Metropolitan
Life Insurance Company which will expire December 31, 1999, effective
interest rate of 8.17%.
Starting January 18, 1995 the following new investment fund became
available:
The assets of Government Securities Fund G were transferred from
the Weiss, Peck and Greer Mutual Fund's Government Securities
Fund to the Voyageur U.S. Government Securities Fund (the
"Voyageur U.S. Government Securities Fund"), an open-end
investment company or mutual fund.
<PAGE>
<PAGE>
NOTES TO FINANCIAL STATEMENTS - (Continued)
<TABLE>
PUBLIC SERVICE ELECTRIC AND GAS COMPANY
THRIFT AND TAX-DEFERRED SAVINGS PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT - ITEM 27a
DECEMBER 31, 1994
<CAPTION>
Identity of Issue Units/Shares Historical Cost Market Value Unit Value
- ----------------- ------------ --------------- ------------ ------------
<S> <C> <C> <C> <C>
Equities Growth Fund A................. 700,128 $ 15,660,479 $ 13,120,332 $ 18.74
---------- ------------ ------------ ------------
Balanced Fund B........................ 478,169 $ 7,515,311 $ 7,091,225 $ 14.83
---------- ------------ ------------ ------------
Fixed Income Fund C (Insurance
Annuity Contracts-GICs)
Provident National Assurance Company
-- 6.67%, four-year contract
expiring 6/30/97................. 16,974,389 $ 16,974,389 $ 16,974,389 --
-- 6.81%, five year contract
expiring 12/31/97................ 21,336,573 $ 21,336,573 $ 21,336,573 --
-- 5.85%, five-year contract
expiring 12/31/98................ 16,757,352 $ 16,757,352 $ 16,757,352 --
Metropolitan Life Insurance Company
-- 5.70%, five-year contract
expiring 3/30/98................. 15,623,020 $ 15,623,020 $ 15,623,020 --
Prudential Life Insurance Company
-- 9.11%, four and one half-year
contract expiring 6/30/95........ 14,395,917 $ 14,395,917 $ 14,395,917 --
Pacific Mutual Life Insurance Company
-- 8.95%, four-year contract
expiring 12/31/94................ 23,436,140 $ 23,436,140 $ 23,436,140 --
Allstate Life Insurance Company
-- 9.21%, five-year contract
expiring 1/2/96.................. 16,421,308 $ 16,421,308 $ 16,421,308 --
-- 6% five-year contract
expiring 6/30/98.................. 16,269,881 $ 16,269,881 $ 16,269,881 --
Principal Mutual Life Insurance Company
-- 6.55%, three and one half-year
contract expiring 7/1/96......... 15,582,387 $ 15,329,706 $ 15,329,706 --
Transamerica Life Insurance Company
-- 6.72%, four and one half-year
contract expiring 1/1/97......... 15,743,199 $ 15,743,199 $ 15,743,199 --
State Mutual Life Insurance Company
-- 5.66%, five year
contract expiring 1/3/99......... 16,819,121 $ 16,819,121 $ 16,819,121 --
New York Life Insurance Company
-- 7.07%, five year contract
expiring 6/30/99................. 28,325,113 $ 28,325,113 28,325,113 --
----------- ------------ ------------ ------------
217,684,400 $217,684,400 $217,684,400 $ 1.00
----------- ------------ ------------ ------------
Enterprise Common Stock Fund D
(Common Stock of Public Service
Enterprise Group, Inc............... 2,110,424 $ 57,831,575 $ 55,926,236 $ 26.50
----------- ----------- ------------ ------------
Stock Index Equities Fund E
(BT Institutional Equity 500
Index Fund)......................... 3,009,558 $ 32,303,586 $ 31,419,790 $ 10.44
----------- ----------- ------------ ------------
Utilities Equities Fund F.............. 498,802 $ 7,466,743 $ 6,514,351 $ 13.06
----------- ----------- ------------ ------------
Government Securities Fund G........... 592,451 $ 6 095,840 $ 5,338,527 $ 9.01
----------- ----------- ------------ ------------
Employee Stock Ownership Plan(Common
Stock of Public Service Enterprise
Group, Inc.)......................... 272,915 $ 6,184,254 $ 7,232,247 $ 26.50
International Stock Fund H............. 823,453 $ 10,163,580 $ 9,321,491 $ 11.32
----------- ------------ ------------ ------------
Total Investments................. -- $360,905,768 $ 353,648,599 --
Loans to Participants (interest
rates ranging from 6% to
7.75%, maturity date of one
to five years)................ -- $ 14,066,064 $ 14,066,064 --
----------- ------------ ------------- ------------
Total Assets Held for Investments.. -- $374,971,832 $ 367,714,663 --
=========== ============ ============= ============
<FN>
Required by Department of Labor Regulation 2520.103-10(b)(6).103-6.
</TABLE>
<PAGE>
<PAGE>
<TABLE>
PUBLIC SERVICE ELECTRIC AND GAS COMPANY
THRIFT AND TAX-DEFERRED SAVINGS PLAN
SCHEDULE OF REPORTABLE CUMULATIVE TRANSACTIONS FOR THE YEAR
ENDED DECEMBER 31, 1994* - Item 27d
<CAPTION>
Number Number Value Value
of of of of Net
Security Purchases Sales Purchases Sales Gain (Loss)
- -------- --------- ------ ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Investment Contracts:
New York Life Insurance Company........ 18 7 $ 30,420,358 $ 2,095,246 --
Metropolitan Life Insurance Company.... 1 1 $ 134,184 $ 18,448,542 --
Provident National Assurance Company... 15 2 $ 20,997,352 $ 4,240,000 --
T. Rowe Price International Stock
Fund................................. 155 72 $ 14,901,170 $ 4,631,791 ($105,799)
BT Pyramid Directed Account Cash Fund.. 358 422 $124,558,400 $126,192,429 --
BT Institutional Equity Index Fund..... 0 3 $ -- $ 30,101,814 $8,197,548
SCHEDULE OF REPORTABLE INDIVIDUAL TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1994* - Item 27d
Purchases Sales Net Gain
----------- ------------ -----------
BT Institutional Equity Index Fund..... -- -- -- $ 29,703,842 $8,086,977
BT Pyramid Directed Account Cash Fund.. -- -- $ 22,205,290 -- --
New York Life Insurance Company........ -- -- $ 20,500,000 -- --
Metropolitan Life Insurance Company.... -- -- -- $ 18,448,542 --
* Reportable transactions as required by ERISA consist of any transaction
or series of transactions within the plan year with the same person or
entity which, when aggregated, involves an amount that is in excess of 5%
of the current value of plan assets at the beginning of the plan year.
</TABLE>
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the Plan) have duly caused this
annual report to be signed by the undersigned thereunto duly authorized.
Public Service Electric and Gas Company
Thrift and Tax-Deferred Savings Plan
---------------------------------------
(Name of Plan)
By JAMES T. FORAN
---------------------------------------
JAMES T. FORAN
Member of the Employee
Benefits Committee
Date: June 30, 1995
<PAGE>
<PAGE>
EXHIBIT INDEX
- ------------------------------
Exhibit Number
- ------------------------------
1 Public Service Electric and Gas Company
Thrift and Tax-Deferred Savings Plan, as
amended as of October 17, 1994, and
effective January 1, 1995.
2 Independent Auditors' Consent.
PAGE
<PAGE>
PUBLIC SERVICE ELECTRIC AND GAS COMPANY
THRIFT AND TAX-DEFERRED SAVINGS PLAN
Exhibit 1
As Amended October 17, 1994
and Effective January 1, 1995
<PAGE>
<PAGE>
PUBLIC SERVICE ELECTRIC AND GAS COMPANY
THRIFT AND TAX-DEFERRED SAVINGS PLAN
TABLE OF CONTENTS
Pa ge
ARTICLE I Amendment and Restatement - Purpose 1
Section 1.1 Amendment and Restatement of the Plan 1
Section 1.2 Purpose 1
ARTICLE II Definitions 1
Section 2.1 Account 1
Section 2.2 Active Participant 1
Section 2.3 Additional Lump Sum Deposits 1
Section 2.4 Affiliate 1
Section 2.5 Balanced Fund 1
Section 2.6 Basic Deposits 2
Section 2.7 Board of Directors 2
Section 2.8 Code 2
Section 2.9 Commissioner 2
Section 2.10 Committee or Employee Benefits Committee 2
Section 2.11 Company 2
Section 2.12 Compensation 2
Section 2.13 Deferred 3
Section 2.14 Deposits 3
Section 2.15 Director 3
Section 2.16 Disability 3
Section 2.17 Effective Date 3
Section 2.18 Eligible Employee 4
Section 2.19 Employee 4
Section 2.20 Employer 4
Section 2.21 Employer Contributions 4
Section 2.22 Enrollment Date 4
Section 2.23 Enterprise 4
Section 2.24 Enterprise Common Stock 4
Section 2.25 Enterprise Common Stock Fund 4
Section 2.26 Equities Fund 4
Section 2.27 Equities Index Fund 4
Section 2.28 ERISA 4
Section 2.29 ESOP Account 5
Section 2.30 Fixed Income Fund 5
Section 2.31 Funds 5
Section 2.32 Government Obligations Fund 5
Section 2.33 Highly Compensated Employee 5
Section 2.34 Highly Compensated Participant 7
<PAGE>
<PAGE>
Section 2.35 Hour of Service 7
Section 2.36 Investment Manager 7
Section 2.37 Lay Off or Laid Off 7
Section 2.38 Leased Employee 7
Section 2.39 Matured 7
Section 2.40 Nondeferred 7
Section 2.41 Participant 7
Section 2.42 Participating Affiliate 7
Section 2.43 Plan 7
Section 2.44 Plan Year 8
Section 2.45 Qualified Domestic Relations Order or "QDRO" 8
Section 2.46 Recordkeeper 8
Section 2.47 Required Beginning Date 8
Section 2.48 Retirement 8
Section 2.49 Rollover Contributions 9
Section 2.50 Supplemental Deposits 9
Section 2.51 Thrift Account 9
Section 2.52 Trust Agreement 9
Section 2.53 Trust Fund 9
Section 2.54 Trustee 9
Section 2.55 Year of Service 10
ARTICLE III Participation 10
Section 3.1 Participation 10
Section 3.2 Effective Date of Participation 10
ARTICLE IV Deposits 11
Section 4.1 Basic Deposits 11
Section 4.2 Supplemental Deposits 11
Section 4.3 Method of Deposits 12
Section 4.4 Additional Lump Sum Deposits 12
Section 4.5 Limit on Deferred Deposits 12
Section 4.6 Distribution of Excess Deferral Amounts 12
Section 4.7 Code Section 401(k) Limits on Deferred Deposits 13
Section 4.8 Unmatched Employer Contributions 13
Section 4.9 Code Section 401(m) Limits on Nondeferred
Deposits and Employer Contributions 14
Section 4.10 Changing Deposit Percentages 14
Section 4.11 Suspension of Deposits 14
Section 4.12 Limit on Additional Lump Sum Deposits 15
Section 4.13 Elections 15
Section 4.14 Rollover Contributions 15
ARTICLE V Employer Contributions 15
Section 5.1 Amount and Payment of Employer Contributions 15
Section 5.2 Reduction of Employer Contributions by
Forfeitures 15
<PAGE>
<PAGE>
Section 5.3 Maximum Annual Additions 16
Section 5.4 Return of Employer Contributions 16
ARTICLE VI Thrift Account Investments 16
Section 6.1 Investment of Deposits, Rollover Contributions
and Employer Contributions 16
Section 6.2 Change in Investment Direction 16
Section 6.3 Transfer of Investments 17
Section 6.4 Loans 17
ARTICLE VII Thrift Account Funds 18
Section 7.1 Establishment of Funds 18
Section 7.2 Enterprise Common Stock Fund 19
ARTICLE VIII Thrift Accounts 19
Section 8.1 Establishment of Thrift Accounts 19
Section 8.2 Measure of Thrift Accounts 20
Section 8.3 Valuation of Funds 20
Section 8.4 Valuation of Thrift Accounts 20
Section 8.5 Separate Accounting 21
ARTICLE IX ESOP Accounts 21
Section 9.1 Maintenance of Separate Accounts 21
Section 9.2 Allocation of Distributions 21
Section 9.3 Withdrawals or Transfers During Employment 21
Section 9.4 Dividends and Other Income 22
Section 9.5 Voting of ESOP Account Common Stock 22
ARTICLE X Vesting 22
Section 10.1 Vesting of Employer Contributions 22
Section 10.2 Vesting of Deposits, Rollover Contributions and
the ESOP Account 23
ARTICLE XI Account Distributions and Withdrawals 23
Section 11.1 Distribution Upon Retirement, Disability,
Lay Off or Death 23
Section 11.2 Distribution Upon Other Termination
of Employment 24
Section 11.3 Withdrawal of Nondeferred Deposits and Employer
Contributions During Employment 24
Section 11.4 Withdrawals of Deferred Deposits During
Employment After Age 59 1/2 25
Section 11.5 Hardship Withdrawals 25
<PAGE>
<PAGE>
Section 11.6 Suspension of Participation 28
Section 11.7 Transfer of Employment 28
Section 11.8 Form of Distributions 28
Section 11.9 Time of Distributions 29
Section 11.1 Limitation on Post Age 70 1/2 Distributions 30
Section 11.11 Distribution in the Case of Certain
Disabilities 30
Section 11.12 Loans 31
Section 11.13 Inability to Locate Payee 32
Section 11.14 Federal Income Tax Withholding on Distributions
and Withdrawals 32
ARTICLE XII Limits on Benefits and Contributions Under
Qualified Plans 33
Section 12.1 Definitions 33
Section 12.2 Annual Addition Limits 40
Section 12.3 Overall Limit 41
Section 12.4 Special Rules 42
ARTICLE XIII Top-Heavy Requirements 43
Section 13.1 Definitions 43
Section 13.2 General Requirements 44
Section 13.3 Maximum Compensation 44
Section 13.4 Vesting 45
Section 13.5 Minimum Contributions 45
Section 13.6 Participants Under Defined Benefit Plans 46
Section 13.7 Super Top-Heavy Plans 46
Section 13.8 Determination of Top Heaviness 46
Section 13.9 Determination of Super Top Heaviness 47
Section 13.10 Calculation of Top-Heavy Ratios 47
Section 13.11 Cumulative Accounts and Cumulative Accrued
Benefits 47
ARTICLE XIV Beneficiary in Event of Death 48
Section 14.1 Designation and Change of Beneficiary 48
ARTICLE XV Administration 49
Section 15.1 Named Fiduciary 49
Section 15.2 Administration 49
Section 15.3 Control and Management of Assets 50
Section 15.4 Benefits to be Paid from Trust 51
Section 15.5 Expenses 51
<PAGE>
<PAGE>
ARTICLE XVI Claims Procedure 51
Section 16.1 Filing of Claims 51
Section 16.2 Appeal of Claims 51
Section 16.3 Review of Appeals 51
ARTICLE XVII Merger or Consolidation 52
Section 17.1 Merger or Consolidation 52
ARTICLE XVIII Non-Alienation of Benefits 52
Section 18.1 Non-Alienation of Benefits 52
ARTICLE XIX Amendments 52
Section 19.1 Amendment Process 52
ARTICLE XX Termination 52
Section 20.1 Authority to Terminate 52
Section 20.2 Distribution Upon Termination 52
ARTICLE XXI Plan Confers No Right to Employment 53
Section 21.1 No right to Employment 53
ARTICLE XXII Alternate Payees 53
Section 22.1 Alternate Payees Under QDROs 53
ARTICLE XXIII Construction 53
Section 23.1 Governing Law 53
Section 23.2 Headings 54
<PAGE>
<PAGE>
PUBLIC SERVICE ELECTRIC AND GAS COMPANY
THRIFT AND TAX-DEFERRED SAVINGS PLAN
ARTICLE I
AMENDMENT - PURPOSE
SECTION 1.1 AMENDMENT OF THE PLAN. Public Service Electric and Gas
Company hereby further amends, on November 16, 1993 and effective February
1, 1994, its Thrift and Tax-Deferred Savings Plan, a savings, profit-
sharing and tax-credit employee stock ownership plan for its Eligible
Employees and those of its Affiliates. The Plan as so amended reflects
changes in plan administrative procedures to permit daily valuations of
and transactions in Participants' Accounts. The Plan was originally
adopted as of July 1, 1981 and was formerly known as the Public Service
Electric and Gas Company Thrift Plan.
SECTION 1.2 PURPOSE. The purpose of the Plan is to encourage and
assist thrift and savings by eligible non-bargaining unit employees of
Public Service Electric and Gas Company and certain of its Affiliates
through tax-sheltered forms of investment.
ARTICLE II
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:
SECTION 2.1 "Account" shall mean the separate account maintained in
the Plan for each Participant which consists of the Participant's Thrift
Account and/or the Participant's ESOP Account.
SECTION 2.2 "Active Participant" shall mean a Participant who is an
Eligible Employee presently making Nondeferred Deposits or for whom
Deferred Deposits are presently being made.
SECTION 2.3 "Additional Lump Sum Deposits" shall mean that amount
which is contributed to the Plan by a Participant on a lump sum basis.
Additional Lump Sum Deposits shall not be entitled to be matched by
Employer Contributions.
SECTION 2.4 "Affiliate" shall mean any organization which is a
member of a controlled group of corporations (as defined in Code section
414(b) as modified by Code section 415(h)) which includes the Company, or
any trades or businesses (whether or not incorporated) which are under
common control (as defined in Code section 414(c) as modified by Code
section 415(h)) with the Company, or a member of an affiliated service
group (as defined in Code section 414(m)) which includes the Company, or
any other entity required to be aggregated with the Company pursuant to
regulations promulgated pursuant to Code section 414(o).
<PAGE>
<PAGE>
SECTION 2.5 "Balanced Fund" shall mean the Fund or Funds established
pursuant to SECTION 7.1(f).
SECTION 2.6 "Basic Deposits" shall mean that amount, not less than
1%, nor more than 6% (or such lower maximum percentage as may be
established by the Committee) of a Participant's Compensation, contributed
to the Plan through payroll deduction by or on behalf of a Participant
which is entitled to be matched by Employer Contributions.
SECTION 2.7 "Board of Directors" shall mean the Board of Directors
of the Company.
SECTION 2.8 "Code" shall mean the Internal Revenue Code of 1986, as
amended, or as it may be amended from time to time.
SECTION 2.9 "Commissioner" shall mean the Commissioner of Internal
Revenue.
SECTION 2.10 "Committee" or "Employee Benefits Committee" shall mean
the Employee Benefits Committee of the Company appointed by the Board of
Directors.
SECTION 2.11 "Company" shall mean Public Service Electric and Gas
Company.
SECTION 2.12 "Compensation" shall mean the total remuneration paid
to a Participant for services rendered to an Employer excluding the
Employer's cost for any public or private employee benefit plan, but
including all Deferred Basic and Supplemental Deposits made by a
Participant or on a Participant's behalf to this Plan and all elective
contributions that are made by an Employer on behalf of a Participant
which are not includable in income under Code section 125, under rules
adopted by the Committee which are uniformly applicable to all
Participants similarly situated. However, Compensation shall not include
the following:
(a) any amounts which are deferred under any Deferred Compensation
Plan of any Employer and any payments from any such plans of any
previously deferred amount;
(b) any amounts received as an award pursuant to any of the
following incentive compensation programs:
(1) the Company's Management Incentive Compensation Plan;
(2) the Community Energy Alternatives Incorporated Executive
Long-Term Incentive Compensation Plan;
(3) the Energy Development Corporation Management Incentive
Plan;
<PAGE>
<PAGE>
(4) the Energy Development Corporation Long-Term Incentive
Compensation Plan;
(5) the Enterprise Diversified Holdings Incorporated Management
Incentive Compensation Plan;
(6) the Public Service Enterprise Group Incorporated 1989 Long-
Term Incentive Plan;
(7) the Public Service Conservation Resources Corporation
Executive Long-Term Incentive Compensation Plan; and
(8) the Public Service Conservation Resources Corporation
Employee Long-Term Incentive Compensation Plan;
(c) any amounts which constitute reimbursement of expenses;
(d) the following miscellaneous payments:
(1) Separation pay;
(2) Gratuity Payments upon death;
(3) Payment for vacation due at time of death;
(4) Worker's Compensation for permanent partial disability; and
(5) Employer contributions for social security, unemployment
compensation or other taxes; and
(e) the following special international payments:
(1) International service premium;
(2) Cost of living allowance;
(3) Equalization Pay;
(4) Foreign service pay; and
(5) Hardship allowance.
In any case, however, for the purposes of the Plan, Compensation for
any Plan Year shall not exceed the limit imposed by Code section
401(a)(17).
SECTION 2.13 "Deferred" in reference to Deposits shall mean that
such Deposits are deferred from current federal income taxation under Code
section 401(k).
SECTION 2.14 "Deposits" shall mean the aggregate of Additional Lump
Sum Deposits, Basic Deposits and Supplemental Deposits made by or on
behalf of a Participant to his or her Thrift Account. The total of all
Deposits made by or on behalf of a Participant in any Plan Year shall not
exceed 25% of the Participant's Compensation for such Plan Year.
<PAGE>
<PAGE>
SECTION 2.15 "Director" shall mean the Director-Corporate Benefit
Planning and Services of the Company.
SECTION 2.16 "Disability" shall mean any physical or mental
condition which renders a Participant incapable of performing further work
for his or her Employer, as certified in writing by a Doctor of Medicine
designated and approved by the Committee.
SECTION 2.17 "Effective Date" shall mean February 1, 1994.
Section 2.18 "Eligible Employee" shall mean any Employee who has
completed at least one Year of Service whether or not he or she actually
elects to make any Deposits.
SECTION 2.19 "Employee" shall mean any individual in the employ of
an Employer who is not included in a unit of employees covered by a
collective bargaining agreement. The term "Employee" shall not include
a director of an Employer who serves in no capacity other than as a
director, a consultant or independent contractor doing work for an
Employer or a person employed by a consultant or independent contractor
doing work for an Employer.
SECTION 2.20 "Employer" shall mean the Company and any Participating
Affiliate.
SECTION 2.21 "Employer Contributions" shall mean the matching
amounts contributed to the Plan on behalf of Participants by an Employer
in accordance with SECTION 5.1.
SECTION 2.22 "Enrollment Date" shall mean the earliest of: (a) the
first day of the first payroll period in which payroll deductions from a
Participant's Compensation are made for Deposits under the Plan; (b) the
date an Additional Lump Sum Deposit is accepted by the Plan from a
Participant; (c) the date a Rollover Contribution is accepted from a
Participant for payment to the Trustee for investment in the Plan in
accordance with SECTION 4.12; or (d) the date an ESOP Account is
established on behalf of a Participant.
SECTION 2.23 "Enterprise" shall mean the Company's parent, Public
Service Enterprise Group Incorporated.
SECTION 2.24 "Enterprise Common Stock" shall mean the Common Stock,
without nominal or par value, of Enterprise.
SECTION 2.25 "Enterprise Common Stock Fund" shall mean the Fund
established pursuant to SECTION 7.1(c).
SECTION 2.26 "Equities Fund" shall mean the Fund or Funds
established pursuant to SECTION 7.1(a).
<PAGE>
<PAGE>
SECTION 2.27 "Equities Index Fund" shall mean the Fund established
pursuant to SECTION 7.1(d).
SECTION 2.28 "ERISA" shall mean the Employee Retirement Income
Security Act of 1974, as amended, or as it may be amended from time to
time.
SECTION 2.29 "ESOP Account" shall mean that separate portion of an
Account established pursuant to Section 9.1 which evidences the shares of
Enterprise Common Stock transferred to the Plan for the Account of a
Participant, pursuant to the merger with this Plan with the Public Service
Electric and Gas Company Tax Reduction Act Employee Stock Ownership Plan
(TRASOP) and/or the Public Service Electric and Gas Company Payroll-Based
Employee Stock Ownership Plan (PAYSOP), including the net worth of the
Trust Fund attributable thereto.
SECTION 2.30 "Fixed Income Fund" shall mean the Fund or Funds
established pursuant to SECTION 7.1(b).
SECTION 2.31 "Funds" shall mean the several investment Funds
established pursuant to SECTION 7.1. As used in the singular, "Fund"
shall mean one of such Funds.
SECTION 2.32 "Government Obligations Fund" shall mean the Fund or
Funds established pursuant to SECTION 7.1(e).
SECTION 2.33 "Highly Compensated Employee" shall mean:
(a) For any Plan Year, any Employee who, during the Plan Year or the
preceding Plan Year--
(1) was at any time a 5% owner;
(2) received Compensation for such Plan Year from the Company
or an Affiliate in excess of the amount provided for by
Code section 414(q)(1)(B);
(3) received Compensation for such Plan Year from the Company
or an Affiliate in excess of the amount provided for by
Code section 414(q)(1)(C) and was in the top-paid group of
Employees; or
(4) was at any time an officer of the Company or of an
Affiliate and received Compensation for such Plan Year
greater than 50% of the amount provided for by Code section
415(b)(1)(A).
<PAGE>
<PAGE>
(b) In the case of the Plan Year for which the relevant
determination is being made, an Employee not described in
subparagraph (a)(2), (a)(3) or (a)(4) of this Section for the
preceding Plan Year (without regard to this paragraph) shall not
be treated as described in such subparagraphs (a)(2), (a)(3) or
(a)(4) unless such Employee is a member of the group consisting
of the 100 Employees paid the greatest Compensation during the
year for which such determination is being made.
(c) For purposes of this Section, an Employee shall be treated as a
5% owner for any Plan Year if at any time during such Plan Year
such Employee was a 5% owner (as defined in Code section
416(i)(1)) of the Company or an Affiliate.
(d) For purposes of this Section, an Employee shall be considered as
being in the top-paid group of Employees for any Plan Year if
such Employee is in the group consisting of the top 20% of the
Employees when ranked on the basis of Compensation paid during
such Plan Year.
(e) For purposes of determining the top-paid group under paragraph
(d), the following Employees shall be excluded:
(1) Employees who have not completed 6 months of service;
(2) Employees who normally work less than 17 1/2 hours per
week;
(3) Employees who normally work during not more than six months
during any year;
(4) Employees who have not attained age 21; and
(5) Employees who are nonresident aliens and who receive no
earned income (within the meaning of Code section
911(d)(2)) from the Company or an Affiliate which
constitutes income from sources within the United States
(within the meaning of Code section 861(a)(3)).
(f) For purposes of subparagraph (a)(4) of this Section, no more
than 50 Employees (or, if lesser, the greater of three Employees
or 10% of the Employees) shall be treated as officers. If for
any year no officer of the Company or an Affiliate is described
in subparagraph (a)(4) of this Section, the highest paid of the
officers of the Company or an Affiliate for such Plan Year shall
be treated as described in such subparagraph.
<PAGE>
<PAGE>
(g) If any individual is a member of the family of a 5% owner or of
a Highly Compensated Employee in the group consisting of the 10
Highly Compensated Employees paid the greatest Compensation
during the Plan Year, then: (1) except for purposes of SECTION
4.5, such individual shall not be considered a separate
Employee; and (2) any Compensation paid to such individual (and
any applicable contribution on behalf of such individual) shall
be treated as if it were paid to (or on behalf of) the 5% owner
or Highly Compensated Employee. For purposes of this
subparagraph (g), the term "family" shall mean, with respect to
any Employee, such Employee's spouse and lineal ascendants or
descendants and spouses of such lineal ascendants or
descendants; provided, however, that for purposes of determining
whether the limit on includable Compensation contained in Code
section 401(a)(17) (see SECTION 2.12) has been exceeded, the
term "family" shall mean, with respect to any Employee, such
Employee's spouse and the children of such Employee who have not
attained age 19 by the close of the Plan Year.
(h) For purposes of this Section, the term "Compensation" shall mean
Compensation within the meaning of Section 12.1(a)(4), but
including salary reduction contributions to a cafeteria plan, a
401(k) plan and a simplified employee pension.
(i) A former Employee shall be treated as a Highly Compensated
Employee if (1) such Employee was a Highly Compensated Employee
when such Employee separated from service or (2) such Employee
was a Highly Compensated Employee at any time after attaining
age 55.
SECTION 2.34 "Highly Compensated Participant" shall mean:
(a) those Highly Compensated Employees who are Participants or
(b) those Highly Compensated Employees who are Eligible
Employees, who have satisfied all conditions for
participation under SECTION 3.1, whether or not they
actually elect to make any Deposits or Rollover
Contributions to the Plan.
SECTION 2.35 "Hour of Service" shall mean each hour for which an
Employee is directly or indirectly paid remuneration or entitled to such
payment by an Employer including any hours for which back pay,
irrespective of mitigation of damages, is either awarded or agreed to by
an Employer.
<PAGE>
<PAGE>
SECTION 2.36 "Investment Manager" shall mean an investment
manager as defined in ERISA section 3(38).
SECTION 2.37 "Lay Off" or Laid Off" shall mean a Participant's
involuntary separation from service with an Employer because of a
reduction in work forces at a time when there is no further work available
with the Employer for which the Participant is qualified.
Section 2.38 "Leased Employee" shall mean an individual who is not
an Employee but who would be a leased employee as defined in Code section
414(n), but for the one year service requirement of Code section
414(n)(2)(B).
SECTION 2.39 "Matured" in reference to Deposits and Employer
Contributions shall mean that the respective amount has been held in the
Plan for at least twenty-four months.
SECTION 2.40 "Nondeferred" in reference to Deposits shall mean that
such Deposits are not deferred from current federal income taxation under
Code section 401(k).
SECTION 2.41 "Participant" shall mean any person who has an interest
in the Trust Fund.
SECTION 2.42 "Participating Affiliate" shall mean any Affiliate of
the Company which: (a) adopts the Plan with the approval of the Board of
Directors; (b) authorizes the Board of Directors and the Employee Benefits
Committee to act for it in all matters arising under or with respect to
the Plan; and (c) complies with such other terms and conditions relating
to the Plan as may be imposed by the Board of Directors.
SECTION 2.43. "Plan" shall mean this Public Service Electric and Gas
Company Thrift and Tax-Deferred Savings Plan, including all amendments
hereto which may hereafter be made.
SECTION 2.44. "Plan Year" shall mean the calendar year.
SECTION 2.45. "Qualified Domestic Relations Order" or "QDRO" shall
mean any judgment, decree or order pursuant to a state domestic relations
or community property law which relates to the provision of child support
or marital property rights, which creates or recognizes the existence of
an alternate payee's right to (or assigns to an alternate payee the right
to) receive all or part of a Participant's Account, and which meets the
requirements of (a) and (b) below, as interpreted in accordance with Code
section 414(p):
<PAGE>
<PAGE>
(a) such order specifies:
(1) the name and last known mailing address of the
Participant and each alternate payee;
(2) the amount or the percentage of the Participant's
Account to be paid to each alternate payee, or the
manner in which such amount or percentage is to be
determined;
(3) the number of payments or the period to which the
order applies; and
(4) each plan to which such order applies;
(b) such order does not require the Plan to:
(1) provide any type or form of benefit or option not
otherwise provided under the Plan;
(2) provide increased benefits; or
(3) pay to an alternate payee amounts required to be paid
to another alternate payee under a prior QDRO.
SECTION 2.46 "Recordkeeper" shall mean the person(s) or entity(ies)
designated by the Committee to maintain the records of the Plan and Plan
Accounts and to perform such other functions as may be designated by the
Committee.
SECTION 2.47 "Required Beginning Date" shall mean with respect to
distributions to any Participant, April 1 of the calendar year following
the calendar year in which the Participant attains age 70 1/2; provided,
however, that with respect to distributions to any Participant who
attained age 70 before July 1, 1987 and who was not a "5% owner" as
defined in SECTION 13.1(f)(3), the Required Beginning Date for such
Participant shall be April 1 of the calendar year following the calendar
year in which (1) the Participant attains age 70 1/2 or (2) the
Participant retires, whichever is later.
SECTION 2.48. "Retirement" shall mean the termination of employment
by a Participant other than by reason of his or her death:
(a) under circumstances entitling the Participant to an
immediately payable retirement benefit under any pension
plan of an Employer, or
(b) at or after age 65.
SECTION 2.49 "Rollover Contributions" shall mean Employee
contributions transferred to the Plan, in accordance with SECTION 4.12,
from a trust under another corporate plan, each qualified under Code
sections 501(a) and 401(a), respectively.
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SECTION 2.50 "Supplemental Deposits" shall mean the amount, if any,
of Compensation contributed to the Plan through payroll deduction by or on
behalf of a Participant which is greater than the maximum permitted Basic
Deposit.
SECTION 2.51 "Thrift Account" shall mean that separate portion of an
Account established pursuant to Section 8.1 and which consists of the sum
of the following subaccounts of such Participant:
(a) BASIC DEPOSIT SUBACCOUNT shall mean that portion of a
Participant's Thrift Account which evidences the value of
Basic Deposits by or on behalf of a Participant under the
Plan, including the net worth of the Trust Fund
attributable thereto.
(b) SUPPLEMENTAL DEPOSIT SUBACCOUNT shall mean that portion of
a Participant's Thrift Account which evidences the value of
Supplemental Deposits and Additional Lump Sum Deposits
under the Plan, assets transferred by the Participant from
his or her ESOP Account and Rollover Contributions to the
Plan by or on behalf of a Participant, including the net
worth of the Trust Fund attributable thereto.
(c) EMPLOYER CONTRIBUTION SUBACCOUNT shall mean that portion of
a Participant's Thrift Account which evidences the value of
Employer Contributions which have been credited to a
Participant's Account under SECTION 5.1 of the Plan (less
any forfeitures), including the net worth of the Trust Fund
attributable thereto.
SECTION 2.52 "Trust Agreement" shall mean the agreement between the
Company and the Trustee which provides for the management of the Trust
Fund and the investment of Deposits, Employer Contributions and Rollover
Contributions to the Plan and investment of the assets of ESOP Accounts.
SECTION 2.53 "Trust Fund" shall mean the aggregate of Basic and
Supplemental Deposits made by or on behalf of Participants, Rollover
Contributions and Employer Contributions, together with ESOP Accounts,
increased by any profits or income thereon, and decreased by any losses
thereon and by any payments made therefrom.
SECTION 2.54 "Trustee" shall mean any individual or individuals or
corporation or corporations by whom any assets of the Plan are held under
the Trust Agreement.
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SECTION 2.55 "Year of Service" shall mean the twelve consecutive
month period beginning on the first day of the month in which an Employee
commences employment with the Company or an Affiliate and each succeeding
twelve consecutive month period beginning on the yearly anniversary of
such day, during which the Employee completes not less than 1,000 Hours of
Service; and the determination of whether an Employee shall have completed
not less than 1,000 Hours of Service during any such period shall be made
by crediting such Employee with 190 Hours of Service for each calendar
month during such period in which the Employee is entitled to be credited
with at least one Hour of Service for such month. For the purposes of
this Section, there shall be included service with the Company or an
Affiliate as an Employee or as a Leased Employee.
ARTICLE III
PARTICIPATION
SECTION 3.1 PARTICIPATION. Each Eligible Employee may become a
Participant by applying with the Recordkeeper to establish a Thrift
Account or when an ESOP Account was established on his or her behalf. An
Employee may become a Participant by applying with the Recordkeeper for
the Plan to accept a Rollover Contribution on such Employee's behalf.
By contacting the Recordkeeper and using its automatic voice response
system, the Eligible Employee can (a) arrange for the payment of an
Additional Lump Sum Deposit to the Plan, (b) authorize his or her Employer
to withhold an amount in a specified percentage of his or her Compensation
and (c) authorize the Recordkeeper and/or Employer to pay such amount to
the Trustee for investment in a Thrift Account under the Plan in
accordance with the Eligible Employee's instructions.
Also by contacting the Recordkeeper and using its automatic voice
response system, the Employee can authorize his or her Employer to accept
a Rollover Contribution from another qualified corporate plan in
accordance with Section 4.12 and to pay such amount to the Trustee for
investment under the Plan in accordance with such Employee's instructions.
Participation in the Plan is entirely voluntary.
SECTION 3.2 EFFECTIVE DATE OF PARTICIPATION. Participation in the
Plan shall be effective for an Eligible Employee and payroll deductions
shall commence, as soon as practicable after the Eligible Employee has
applied to the Recordkeeper for participation. Participation in the Plan
shall be effective for an Employee or an Eligible Employee making a
Rollover Contribution to the Plan as soon as practicable after such
Rollover Contribution is accepted for transfer in accordance with SECTION
4.12. An Employee making a Rollover Contribution may participate in the
Plan whether or not such Employee is an Eligible Employee. Participation
of an Employee in the Plan with respect to the ESOP Account became
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effective upon receipt by the Plan of the assets credited to the account
of such Employee in the Company's TRASOP and/or PAYSOP pursuant to a
merger of such plan or plans with this Plan.
ARTICLE IV
DEPOSITS
SECTION 4.1 BASIC DEPOSITS. An Eligible Employee may elect:
(a) to make Basic Nondeferred Deposits to the Plan in an amount
equal to any of 1%, 2%, 3%, 4%, 5% or 6% of his or her
Compensation each pay period; or
(b) to have Basic Deferred Deposits made to the Plan by an
Employer on his or her behalf in an amount equal to any of
1%, 2%, 3%, 4%, 5% or 6% of his or her Compensation each
pay period; or
(c) to make, or have made by an Employer on his or her behalf,
any combination of amounts under (a) or (b) above, totaling
up to 6% of his or her Compensation each pay period;
subject to the limitations of SECTIONS 4.5 and 5.3. Basic Deposits made
by or on behalf of a Participant shall be paid over by the Employer to the
Trustee and deposited in the Trust Fund as soon as practicable after
deduction and, in any event, within 90 days of deduction. Such Basic
Deposits shall be credited as soon as practicable to such Participant's
Basic Deposit Subaccount in the Plan.
SECTION 4.2 SUPPLEMENTAL DEPOSITS. Each Participant who is electing
the maximum permitted Basic Deposit to the Plan may also elect:
(a) to make Supplemental Nondeferred Deposits to the Plan in an
amount equal to any integral multiple of 1% of his or her
Compensation to a total of 19% of his or her Compensation
each pay period; or
(b) to have Supplemental Deferred Deposits made by an Employer
on his or her behalf in an amount equal to any integral
multiple of 1% of his or her Compensation up to a total of
19% of his or her Compensation each pay period; or
(c) to make, or have made by an Employer on his or her behalf,
any combination of the amounts specified in (a) or (b)
above, totaling up to 19% of his or her Compensation each
pay period;
subject to limitations of SECTIONS 4.5 and 5.3. Supplemental Deposits
made by or on behalf of a Participant shall be paid over by an Employer to
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the Trustee and deposited in the Trust Fund as soon as practicable after
deduction and, in any event, within 90 days of deduction. Such
Supplemental Deposits shall be credited as soon as practicable to such
Participant's Supplemental Deposit Subaccount in the Plan.
SECTION 4.3 ADDITIONAL LUMP SUM DEPOSITS. Within any Plan Year,
each Participant may make one or more Additional Lump Sum Deposits on a
Nondeferred basis in the minimum amount of $250.00 and in such total
amounts which, when aggregated with such Participant's Basic Deposits and
Supplemental Deposits, do not exceed 25% of his or her Compensation for
that Plan Year and subject to the limitations of SECTIONS 4.5, 4.12 and
5.3. Additional Lump Sum Deposits made by a Participant shall be paid
over by the Recordkeeper to the Trustee and deposited in the Trust Fund as
soon as practicable, but no later than 90 days, after receipt. Such
Additional Lump Sum Deposits shall be credited as soon as practicable to
such Participant's Supplemental Deposit Subaccount in the Plan.
SECTION 4.4. METHOD OF DEPOSITS. Basic Deposits and Supplemental
Deposits by or on behalf of Active Participants shall be made by means of
payroll deduction. For convenience of administration, if the percentage
of Compensation elected to be contributed to the Plan by an Active
Participant is not equal to a whole dollar amount, such amount will be
increased to the next whole dollar amount in establishing the deduction to
be made from such Active Participant's pay. In addition, if an Active
Participant's Compensation is changed, the resulting change in deduction
shall be made as soon as practicable after such change in Compensation.
Additional Lump Sum Deposits shall be paid directly by Participants
to the Recordkeeper who shall forward them to the Trustee for investment
in the Participant's Thrift Account in accordance with his or her then
current investment direction.
SECTION 4.5 LIMIT ON DEFERRED DEPOSITS. In no event may Deferred
Deposits for any Participant attributable to any taxable year of such
Participant (presumably the calendar year) exceed the amount permitted by
Code section 402(g). Where a Participant elects under SECTION 4.1 to have
Deferred Deposits made by an Employer to the Plan which would otherwise
exceed the limit of this SECTION 4.5, such excessive Deferred Deposits
shall be deemed to be Nondeferred Deposits to the Plan ("Deemed
Nondeferred Deposits") rather than Deferred Deposits to the Plan;
provided, however, that such Deemed Nondeferred Deposits shall be subject
to the limits and rules of SECTIONS 4.1 and 4.2; and provided further,
that such Deemed Nondeferred Deposits shall be deemed to be Basic
Nondeferred Deposits (and, therefore, matched by Employer Contributions as
set forth in Article V) to the extent possible under the limits of
SECTIONS 2.7 and 4.1, taking into account other Basic Deferred and
Nondeferred Deposits of the Participant.
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SECTION 4.6. DISTRIBUTION OF EXCESS DEFERRAL AMOUNTS.
(a) Notwithstanding any other provision of the Plan to the
contrary, an Employer shall distribute any Excess Deferral
Amount (as defined below), adjusted according to SECTION
4.6(d), to Participants who claim such allocable Excess
Deferral Amounts for a calendar year. Such distribution
shall be made no later than the April 15th next following
the end of the calendar year for which such claim is made.
(b) For purposes of this Section 4.6, "Excess Deferral Amount"
shall mean the amount of Deferred Deposits for a calendar
year that the Participant allocates to this Plan and claims
pursuant to the election procedure set forth in SECTION
4.6(c) below.
(c) A Participant's election to claim an Excess Deferral Amount
for a calendar year shall be in writing, shall be submitted
to the Committee no later than the March 1st next following
the end of such calendar year, shall specify the Excess
Deferral Amount and shall state that if such amount is not
distributed, such Excess Deferral Amount, when added to
amounts deferred under other plans or arrangements
described in Code sections 401(k), 408(k) or 403(b),
exceeds the limit imposed on the Participant by Code
section 402(g) for the taxable year (calendar year) in
which the deferral occurred.
(d) The amount distributed to a Participant pursuant to this
Section 4.6 with respect to a calendar year shall be
increased or decreased, as applicable, by investment income
or losses attributable thereto. If a loss is allocable to
the Excess Deferral Amount, the amount distributed shall
not be less than the lesser of (1) the Participant's
Deferred Deposit Subaccount or (2) the Participant's
Deferred Deposits for the Plan Year during which the Excess
Deferral Amount occurred.
SECTION 4.7 CODE SECTION 401(K) LIMITS ON DEFERRED DEPOSITS.
(a) LIMITATION. Deferred Deposits on behalf of Highly
Compensated Participants for a Plan Year shall not exceed
the amount permissible to meet the nondiscrimination test
of Code section 401(k).
(b) DISTRIBUTION OF EXCESS CONTRIBUTIONS. The Committee shall,
consistent with regulations under the Code, establish
nondiscriminatory rules to meet the requirements of this
SECTION 4.7.
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SECTION 4.8 UNMATCHED EMPLOYER CONTRIBUTIONS. If, as the result of
the operation of SECTIONS 4.5, 4.6 and/or 4.7, and before the operation of
SECTION 4.9, the combined Deposits of a Participant are adjusted in such
a way that Employer Contributions previously made on behalf of a
Participant for a Plan Year are no longer matched by such Participant's
Basic Deposits, then the matching Employer Contributions allocated to such
Participant's Account for such Plan Year shall be reduced, under
nondiscriminatory rules established by the Committee, to the extent
necessary to equal the percentage of Employer Contributions (as set forth
in Article V) with respect to the Participant's remaining Basic Deposits
for such Plan Year. The amount, if any, of previously allocated Employer
Contributions in excess of the percentage of Employer Contributions (as
set forth in Article V) of the Participant's remaining Basic Deposits
shall be forfeited and applied to reduce future Employer Contributions to
the Plan.
SECTION 4.9 CODE SECTION 401(M) LIMITS ON NONDEFERRED DEPOSITS AND
EMPLOYER CONTRIBUTIONS.
(a) LIMITATION. Nondeferred Deposits by, together with
Employer Contributions on behalf of, Highly Compensated
Participants for a Plan Year shall not exceed the amount
permissible to meet the nondiscrimination tests of Code
section 401(m).
(b) DISTRIBUTION OF EXCESS CONTRIBUTIONS The Committee shall,
consistent with regulations under the Code, establish
nondiscriminatory rules to meet the requirements of this
SECTION 4.9.
SECTION 4.10 CHANGING DEPOSIT PERCENTAGES The percentage of
Compensation deposited in the Plan by or on behalf of an Active
Participant shall continue in effect until such Active Participant shall
change the rate of such Deposits. An Active Participant may change the
rate of Deposits to a higher or lower percentage of Compensation within
the limitations of SECTIONS 4.1, 4.2 and 4.5 by arranging for such change
with the Recordkeeper or as otherwise prescribed by the Committee. Any
such change shall become effective as soon as practicable after receipt of
the notice of change by the Recordkeeper.
SECTION 4.11 SUSPENSION OF DEPOSITS.
(a) An Active Participant may suspend all of the Deposits to
the Plan made by such Participant or on his or her behalf
at any time by arranging for such suspension with the
Recordkeeper or as otherwise prescribed by the Committee.
Such suspension shall be effective as soon as practicable
after receipt of the notice of suspension by the
Recordkeeper, and shall continue until such Participant
elects to have Deposits resumed by arranging therefor with
the Recordkeeper. Payroll deductions under the Plan shall
begin again as soon as practicable after such notice is
received by the Recordkeeper.
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(b) If, after other required and authorized deductions from an
Active Participant's pay, there is not sufficient money
available in any pay period to make the entire authorized
payroll deduction for such Participant's Nondeferred
Deposits, no payroll deduction shall be made therefor for
that pay period.
(c) In case of any such total suspension of Deposits, pursuant
to Section 4.11(a), Employer Contributions on behalf of
such Participant shall be automatically suspended for a
like period.
SECTION 4.12 LIMIT ON ADDITIONAL LUMP SUM DEPOSITS. No Additional
Lump Sum Deposits may be made by any Participant in any Plan Year in which
the aggregate amount of all of such Participant's Deposits under the Plan
exceeds 25% of such Participant's Compensation for that Plan Year. Any
Additional Lump Sum Deposits inadvertently received in excess of this
limitation shall be refunded to the Participant as soon as practicable
following determination of such excess.
SECTION 4.13 ELECTIONS. All elections under this Article IV shall
be made at the time, in the manner and subject to the conditions as are
specified by the Committee. Elections of Deferred Deposits shall in all
cases be irrevocably made prior to the beginning of the payroll period for
which such elections shall apply. In any year in which the Committee
deems it necessary to do so to meet the requirements of SECTION 4.5, 4.7,
4.9 or 5.3 or the Code and the regulations thereunder, the Committee may
reduce, for that Plan Year, the permissible amount of Deposits by or on
behalf of any or all Active Participants.
SECTION 4.14 ROLLOVER CONTRIBUTIONS. Subject to such rules as may
be established by the Committee, an Employee may transfer Rollover
Contributions to the Plan, to be deposited in his or her Supplemental
Deposit Account. The Employee must certify that such amount to be
transferred as a Rollover Contribution qualifies for such transfer under
the Code and regulations thereunder and must submit such information or
evidence, satisfactory to the Committee, that it may require in order to
approve such transfer. The Committee may impose such nondiscriminatory
requirements on such transfer as it deems necessary or desirable. In
addition, Rollover Contributions shall then be subject to all terms and
conditions of this Plan and the Trust Agreement and shall be treated in
the same manner as Supplemental Deposits, unless the context of the Plan
or Trust requires otherwise.
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ARTICLE V
EMPLOYER CONTRIBUTIONS
SECTION 5.1 AMOUNT AND PAYMENT OF EMPLOYER CONTRIBUTIONS. Each
Employer shall contribute to the Plan on behalf of Participants who are
its Employees and who are making or having their Employer make on their
behalf Basic Deposits to the Plan an amount equal to 50% of the aggregate
of such Basic Deposits, except to the extent that such Basic Deposits are
reduced or distributed as provided in SECTIONS 4.5 through 4.9, and except
as provided in this Article V and in SECTION 11.3. Employer Contributions
shall be allocated as Nondeferred. Employer Contributions with respect to
a Plan Year shall be paid to the Trustee not later than the due date
(including extensions of time) for filing Enterprise's consolidated
Federal income tax return for such year. All Employer Contributions may
be made without regard to current or accumulated earnings of the Company
or any Participating Affiliate. Notwithstanding the foregoing, the Plan
shall be designated a profit sharing plan for purposes of Code sections
401(a), 402, 412 and 417.
SECTION 5.2. REDUCTION OF EMPLOYER CONTRIBUTIONS BY FORFEITURES.
The amount of an Employer's Contribution shall be reduced by the amount of
the reduction of an unmatched Employer Contribution allocable to a Highly
Compensated Participant as provided in SECTIONS 4.7, 4.8 and 4.9, by the
amount of any forfeiture as a result of termination of the employment of
an Active Participant as provided in SECTION 11.2 or as a result of the
Employer's inability to locate a Participant or beneficiary to whom a
benefit hereunder is due as provided in SECTION 11.12.
SECTION 5.3. MAXIMUM ANNUAL ADDITIONS. The maximum Annual Addition,
as defined in SECTION 12.1, for any Plan Year to any Participant's Account
may not exceed the amount provided for by Code section 415(c). The rules
governing the application of this SECTION 5.3 and other limitations
imposed by Code section 415 are more fully set forth in Article XII.
SECTION 5.4. RETURN OF EMPLOYER CONTRIBUTIONS.
(a) Notwithstanding any provision of the Plan to the contrary,
any Employer Contribution made to the Plan by reason of
mistake of fact may be returned to the Employer making such
Employer Contribution, provided the return of such Employer
Contribution is made within one year from the date the
mistaken payment was made and any amount so returned shall
be disposed of as the Committee shall direct.
(b) If the Internal Revenue Service determines that any
contribution by an Employer to the Plan is not deductible
under Code section 404, such Employer shall have the
option, which it may exercise within one year after the
date of the disallowance of such deduction, to have such
contribution returned to the Employer and any amount so
returned shall be disposed of as the Committee shall
direct.
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ARTICLE VI
THRIFT ACCOUNT INVESTMENTS
SECTION 6.1 INVESTMENT OF DEPOSITS, ROLLOVER CONTRIBUTIONS AND
EMPLOYER CONTRIBUTIONS. Deposits, Rollover Contributions and Employer
Contributions to the Plan shall be invested by the Trustee under the Trust
Agreement in the Funds established pursuant to SECTION 7.1. Upon
enrolling in the Plan, each Participant shall specify, in such form as
shall be prescribed by the Committee, the percentage (which shall be an
integral multiple of 5% - including 0% but not exceeding 100% in the
aggregate) of Deposits and/or Rollover Contributions to his or her Thrift
Account which shall be invested in each of such Funds. Employer
Contributions with respect to Basic Deposits shall be invested by the
Trustee for the Account of the Active Participant in the same Funds and in
the same percentages as directed by such Participant with respect to the
Basic Deposits to his or her Thrift Account.
SECTION 6.2 CHANGE IN INVESTMENT DIRECTION. Any investment
direction given by a Participant under SECTION 6.1 shall continue in
effect until changed by the Participant. A Participant may change any
such direction by giving notice of such change in the form prescribed by
the Committee. Any such change shall become effective as soon as
practicable after receipt of the notice of change by the Recordkeeper. A
change in investment direction under this SECTION 6.2 shall not
automatically cause a transfer of investments under SECTION 6.3.
SECTION 6.3 TRANSFER OF INVESTMENTS. A Participant may direct that
all or any part (in integral multiples of 5%) of his or her interest in
any one or more of the Funds be transferred to any one or more of the
other Funds, except that no transfer may be made into a Participant's ESOP
Account. A Participant may also transfer his or her ESOP Account assets
(in 5% integral multiples but not exceeding 100% in the aggregate) into
any one or several of the Funds. However, any transfer from a Fund shall
be subject to such contractual limitations regarding transfers from such
Fund as may exist from time to time under the contracts governing
investments held in such Fund. A direction to transfer all or a portion
of a Participant's interest in a Fund shall be made by giving notice in
the form prescribed by the Committee. Subject to any contractual
limitations that may be applicable, any such transfer shall be made as
soon as practicable after receipt of the notice of such transfer by the
Recordkeeper.
SECTION 6.4 LOANS. Participants may receive loans from their Thrift
Accounts under the provisions of SECTION 11.12. A loan to a Participant
shall be considered an investment of such Participant's Thrift Account and
the principal amount of the loan shall be treated as a separate investment
within the various subaccounts. Repayments of the principal amount of the
loan shall reduce such corresponding investments of each such subaccount
in the inverse order of such investment and repayments of such principal
along with any accrued interest thereon shall be invested in the Funds in
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accordance with the Participant's then current investment direction. Loan
amounts shall be taken from subaccounts in the following order:
(a) Deferred Deposits;
(b) Unmatured Vested Employer Contributions;
(c) Matured Vested Employer Contributions;
(d) Rollover Contributions;
(e) Unmatured Post-1986 Nondeferred Deposits;
(f) Matured Post-1986 Nondeferred Deposits;
(g) Pre-1987 Nondeferred Deposits.
Loan proceeds shall not be taken from a Participant's ESOP Account.
ARTICLE VII
THRIFT ACCOUNT FUNDS
SECTION 7.1. ESTABLISHMENT OF FUNDS. The following Funds shall be
established exclusively for the collective investment of Trust Fund assets
attributable to Participant Thrift Accounts, as directed by Participants:
(a) One or more "Equities Funds", the assets of which shall
principally be invested, directly or indirectly, in common
stocks of domestic or foreign corporations. To the extent
practicable, no Equities Fund shall invest in Enterprise
Common Stock.
(b) One or more "Fixed Income Funds" the assets of which shall
principally be invested in (i) a general account and/or
separate accounts maintained by an insurance company(ies)
and/or a deposit account(s) in a bank(s) pursuant to an
agreement(s) between the Trustee and such bank(s) or
insurance company(ies) under which each bank or insurance
company agrees to pay a fixed rate of interest for a
specified period of time. The terms of such agreements and
the identity of such banks or insurance companies shall be
determined by the Committee from time to time.
(c) An "Enterprise Common Stock Fund", the assets of which
shall principally be invested in Enterprise Common Stock.
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(d) An "Equities Index Fund", the assets of which shall
principally be invested, directly or indirectly, in common
stocks substantially comprising the Standard and Poor's 500
Index.
(e) One or more "Government Obligations Funds", the assets of
which shall principally be invested, directly or
indirectly, in debt obligations issued or guaranteed by the
U. S. Government, its agencies or instrumentalities.
(f) One or more "Balanced Funds", the assets of which shall be
principally invested, directly or indirectly, in a
combination of the common stocks and fixed-income
securities of domestic corporations.
Notwithstanding the foregoing, any or all of the above Funds may be
temporarily maintained in cash, or may be invested directly or indirectly
in certain short-term obligations as permitted by the Trust Agreement.
Dividends, interest and other income in respect of any Fund shall be
reinvested in the same Fund to the extent not used to pay expenses of the
Plan. Withdrawals, distributions and forfeitures, except as otherwise
specified in the Plan, shall be charged pro rata against the various Funds
in which the subaccounts from which such withdrawals, distributions or
forfeitures are then invested.
SECTION 7.2 ENTERPRISE COMMON STOCK FUND.
(a) Enterprise Common Stock purchased for the Enterprise Common
Stock Fund shall be purchased by the Trustee on the open
market or directly from Enterprise should Enterprise elect
to make such sales.
(b) If Enterprise shall elect to sell shares of Enterprise
Common Stock directly to the Plan, the price to be paid by
the Trustee for any such purchases shall be the average of
the high and low sales prices of Enterprise Common Stock as
reported by the New York Stock Exchange on the date of
purchase.
(c) All voting discretion, including the power to decide
whether or not to tender Enterprise Common Stock in
connection with a tender offer, with respect to the shares
of Enterprise Common Stock held under the Enterprise Common
Stock Fund for the Account of a Participant (whether vested
or not vested) shall be vested in the Trustee. However,
the Trustee shall vote all such shares in accordance with
the directions of such Participant. Within a reasonable
time before voting rights are to be exercised, the Company
or the Trustee shall cause to be sent to each Participant
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entitled to give voting instructions all information that
Enterprise has or will distribute to shareholders of
Enterprise Common Stock regarding the exercise of such
voting rights. Shares with respect to which no voting
instructions are received shall not be voted by the
Trustee.
(d) If, during the course of the Plan, Enterprise should grant
to the holders of Enterprise Common Stock rights to
subscribe to an issue or issues of securities of
Enterprise, any such rights attaching to the shares of
Enterprise Common Stock held by the Trustee under the
Enterprise Common Stock Fund shall be sold by the Trustee
and the net proceeds applied by the Trustee to the purchase
of Enterprise Common Stock on the open market for such
Fund. Stock dividends on shares held by the Enterprise
Common Stock Fund, and stock issued upon any split of such
shares, shall be credited to such Enterprise Common Stock
Fund.
ARTICLE VIII
THRIFT ACCOUNTS
SECTION 8.1 ESTABLISHMENT OF THRIFT ACCOUNTS. The Committee shall
maintain or cause to be maintained a Thrift Account for each Participant
which shall consist of the following subaccounts: Basic Deposit
Subaccount, Supplemental Deposit Subaccount and Employer Contribution
Subaccount, the assets of which shall be invested pursuant to the
direction of the Participant as provided in Article VI. The assets of
each such subaccount of the Thrift Account shall be identified as to
Nondeferred or Deferred.
SECTION 8.2 MEASURE OF THRIFT ACCOUNTS.
(a) The interests of Participants in the Funds shall be
measured by participating units in the particular Fund, the
number and value of which shall be determined as of each
business day as provided in the next paragraph. Each
participating unit shall have an equal beneficial interest
in the Fund, and none shall have priority or preference
over any other.
(b) As soon as practicable at the end of each business day, the
Trustee shall determine the value of each such Fund as of
such business day in the manner prescribed in SECTION 8.3.
The value so determined shall be divided by the total
number of participating units allocated to the Accounts of
Participants participating in such Fund in accordance with
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subsection (a) as of the prior business day. The resulting
quotient shall be the value of a participating unit as of
such business day and participating units shall be
allocated, as such value, to and from the Fund subaccounts
of Participants for all transactions by them or on their
behalf with respect to the current business day. The value
of all participating units allocated to Participants' Fund
subaccounts shall be redetermined in a similar manner each
succeeding business day and participating units shall be
allocated to and from the Accounts of Participants
participating in such Fund at such value for all
transactions with respect to such business day. Fractional
units shall be calculated to such number of decimal places
as shall be determined by the Committee from time to time.
(c) If a Participant shall direct pursuant to SECTION 6.3 that
his or her interest in a Fund or any part thereof shall be
transferred to another Fund or Funds, or if such
Participant's interest in a Fund or any part thereof is
distributed, withdrawn, borrowed or forfeited under
Articles IV or XI, the number of participating units
representing such interest or portion thereof as of the
applicable business day shall be cancelled for purposes of
any subsequent determination of the number of and value of
the participating units in such Fund.
SECTION 8.3 VALUATION OF FUNDS. The value of a Fund as of any
business day shall be the market value of all assets (including any
uninvested cash) held by the Fund as determined by the Trustee, reduced by
the amount of any accrued liabilities of the Fund on such business day and
by Deposits, Rollover Contributions and Employer Contributions with
respect to such business day. The Trustee's determination of market value
shall be binding and conclusive upon all parties.
SECTION 8.4 VALUATION OF THRIFT ACCOUNTS. The value of a
Participant's subaccount for any Fund as of any business day shall be the
value of the participating units allocated to the Participant's subaccount
for such Fund as of such business day. The value of a Participant's
Account as of any business day shall be the aggregate of the values of
such subaccounts, determined as provided in the preceding Sections of this
Article VIII.
SECTION 8.5 SEPARATE ACCOUNTING. The amounts of Deferred Deposits
in a Participant's Thrift Account shall at all times be separately
accounted for from other amounts in such Thrift Account, by allocating
investment gains and losses on Deferred Deposit amounts on a reasonable
pro rata basis and by adjusting the Deferred and other portions of the
subaccounts of a Participant's Thrift Account for withdrawals,
distributions, borrowings and contributions. Gains, losses, withdrawals,
distributions, borrowings, forfeitures and other credits or charges shall
be separately allocated between such Deferred Deposit amounts and other
portions of the subaccounts on a reasonable and consistent basis.
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ARTICLE IX
ESOP ACCOUNTS
SECTION 9.1 MAINTENANCE OF SEPARATE ACCOUNTS. Each ESOP Account
shall be maintained on the basis of shares of Enterprise Common Stock
allocated to such ESOP Account, with each ESOP Account being credited with
the number of full and fractional shares of Enterprise Common Stock so
allocated.
SECTION 9.2 ALLOCATION OF DISTRIBUTIONS. Any distributions received
by the Plan with respect to Enterprise Common Stock allocated to a
Participant's ESOP Account shall be allocated to such ESOP Account.
SECTION 9.3 WITHDRAWALS OR TRANSFERS DURING EMPLOYMENT.
(a) Notwithstanding any provision in the Plan to the contrary,
a Participant may withdraw in accordance with Section 11.3
or transfer in accordance with SECTION 6.3, the shares of
Enterprise Common Stock allocated to Participant's ESOP
Account or the cash value thereof.
(b) With respect to an election of a Participant to withdraw
Enterprise Common Stock from Participant's ESOP Account,
the shares of Enterprise Common Stock, or the cash value at
the election of the Participant, shall be distributed in
accordance with Article XI, provided that such Participant
elects to withdraw all full and fractional shares of
Enterprise Common Stock allocated to such ESOP Account or
the cash value thereof. Such distribution shall be made as
soon as practicable after receipt by the Recordkeeper of
the Participant's election to withdraw.
(c) With respect to an election of a Participant to transfer
the cash value of all full and fractional shares of
Enterprise Common Stock from the Participant's ESOP Account
to the Participant's Thrift Account, such transfer shall be
made as soon as practicable after receipt by the
Recordkeeper of the Participant's election to transfer,
shall be deposited in the Participant's Thrift Account,
shall be invested in one or more (in multiples of 5% up to
an aggregate of 100%) of the Thrift Account Funds as such
Participant shall designate in writing and thereafter shall
be deemed a Rollover Contribution and treated accordingly.
The cash value of each share of Enterprise Common Stock so
transferred shall be equal to the price of a share of
Enterprise Common Stock actually received by the Trustee.
(d) A Participant may not borrow from his or her ESOP Account.
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SECTION 9.4 DIVIDENDS AND OTHER INCOME. Unless otherwise directed
as hereinafter provided, dividends paid in cash with respect to Enterprise
Common Stock allocated to a Participant's ESOP Account shall be
distributed to the Participant as soon thereafter as practicable and, in
any event, not later than 90 days after the close of the Plan Year in
which paid. Enterprise Common Stock delivered to the Trustee pursuant to
a stock dividend, stock split or reorganization, shall be allocated to the
ESOP Account of Participants in that proportion which the shares of each
Participant's ESOP Account bears to the total shares of all Participants'
ESOP Accounts.
SECTION 9.5 VOTING OF ESOP ACCOUNT COMMON STOCK. As provided in
SECTION 7.2 with respect to the Enterprise Common Stock Fund, all voting
discretion with respect to stock held in a Participant's ESOP Account,
including the power to decide whether or not to tender Enterprise Common
Stock in connection with a tender offer, shall be vested in the Trustee.
Each Participant shall be entitled to direct the Trustee as to the manner
in which voting rights attributable to Enterprise Common Stock (including
fractional shares or fractional rights to shares) allocated to such
Participant's ESOP Account are to be exercised. Within a reasonable time
before voting rights are to be exercised, the Trustee or the Company shall
cause to be sent to each Participant entitled to give voting instructions
all information that Enterprise has or will distribute to shareholders of
Enterprise Common Stock regarding the exercise of such voting rights.
Such voting rights shall be exercised by the Trustee but only to the
extent directed by a Participant. Shares with respect to which no voting
instructions are received shall not be voted by the Trustee.
ARTICLE X
VESTING
SECTION 10.1 VESTING OF EMPLOYER CONTRIBUTIONS.
(a) Upon completion of five Years of Service, a Participant
shall have a 100% vested interest in his or her Thrift
Account attributable to Employer Contributions made on
behalf of such Participant during any Plan Year. In
addition, if a Participant is eligible for Retirement,
suffers a Disability, is Laid Off or dies, such Participant
shall have a 100% vested interest in his or her Thrift
Account attributable to Employer Contributions for all Plan
Years.
(b) For purposes of determining Years of Service, a Participant
shall not be considered to have interrupted his or her
continuous service as a result of a leave of absence or as
a result of a termination of employment; provided, however,
that the periods of absence from employment for these
reasons shall not be counted toward Years of Service for
vesting purposes.
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SECTION 10.2 VESTING OF DEPOSITS, ROLLOVER CONTRIBUTIONS AND THE
ESOP ACCOUNT. A Participant's interest in his or her Thrift Account
attributable to Deposits and Rollover Contributions for all Plan Years and
in his or her ESOP Account shall be 100% vested at all times.
ARTICLE XI
ACCOUNT DISTRIBUTIONS AND WITHDRAWALS
SECTION 11.1 DISTRIBUTION UPON RETIREMENT, DISABILITY, LAY OFF OR
DEATH. If a Participant
(a) terminates employment on account of Retirement or
Disability;
(b) is Laid Off; or
(c) dies, then, in that event, the Participant's Thrift
Account, determined as of the business day coinciding with
or next following the date of the last Deposit made by or
which would have been made on behalf of such Participant,
together with the Participant's ESOP Account, shall:
(1) if the value of such Account as so determined is $3,500 or
less, be distributed, subject to the provisions of SECTION
11.9(c), as soon as practicable to the Participant, or in
the case of death of the Participant, to the Participant's
beneficiary as determined in accordance with Article XIV
or, if none, to the Participant's estate; or
(2) if the value of such Account as so determined shall exceed
$3,500, be distributed upon the earliest of the
Participant's attainment of age 65, the death of such
Participant or the receipt by the Recordkeeper of an
application for distribution in a form prescribed by the
Committee. Provided, however, that a Participant may, by
application to the Recordkeeper made prior to the date the
Participant attains age 65, defer distribution to any date
up to such Participant's Required Beginning Date.
SECTION 11.2 DISTRIBUTION UPON OTHER TERMINATION OF EMPLOYMENT.
Upon Termination of a Participant's employment with an Employer or for
reasons other than Retirement, Disability, Lay Off or death, the vested
portion of the Participant's Account, determined as of the business day
coinciding with or next following the date of the last Deposit made by or
which would have been made on behalf of such Participant, or, if none, the
business day coinciding with or next following the date of termination,
shall:
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(a) if the value of such Account as so determined is $3,500 or
less, be distributed, subject to the provisions of SECTION
11.9(c), as soon as practicable to the Participant, or, in
the case of death of the Participant after termination of
employment but prior to such distribution, to the
Participant's beneficiary, or, if none, to the
Participant's estate; or
(b) if the value of such Account as so determined shall exceed
$3,500, be distributed upon the earliest of the
Participant's attainment of age 65, the death of the
Participant or the receipt by the Recordkeeper of an
application for distribution in a form prescribed by the
Committee. Provided, however, that a Participant may, by
application to the Recordkeeper made prior to the date the
Participant attains age 65, defer distribution to any date
up to such Participant's Required Beginning Date.
The nonvested portion of the Participant's Account, determined as of
the date of termination, shall be forfeited and shall be applied
thereafter to reduce a subsequent contribution or contributions of the
Employer as provided in SECTION 5.2. If such former Participant is
rehired by an Employer on or before the end of and is employed by an
Employer at the end of the fifth Plan Year after the Plan Year in which
such termination occurred, then such nonvested portion of the
Participant's Account shall be reinstated by the Employer and the
Participant's right thereto shall be determined as if the Participant had
not terminated employment, provided that the Participant repays to the
Plan the amount of any distribution paid to him or her on account of the
termination of employment.
Any Participant who receives a distribution under this SECTION 11.2
shall be prohibited from participating in the Plan for the period of three
months following such distribution.
SECTION 11.3 WITHDRAWAL OF NONDEFERRED DEPOSITS AND EMPLOYER
CONTRIBUTIONS DURING EMPLOYMENT.
(a) A Participant may, by application to the Recordkeeper in
the form prescribed by the Committee, request to withdraw
from the Plan any or all of his or her Nondeferred Deposits
and earnings thereon and Vested Employer Contributions as
well as earnings thereon; provided, however, that the
amount withdrawn shall be at least $200, unless such
withdrawal is of 100% of the value of such Participant's
Thrift Account. A Participant who makes such a withdrawal
may not make a further withdrawal from his or her Thrift
Account for a period of at least six months, except as
provided in SECTION 11.5.
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(b) If a withdrawal includes Deposits that are not Matured, in
addition to the prohibition on future withdrawals contained
in (a) above, Employer Contributions with respect to such
Participant shall be suspended for a period of three
months.
(c) Withdrawals shall be taken from a Participant's Thrift Plan
subaccounts in the following order:
(1) Pre-1987 Nondeferred Deposits;
(2) Matured Post-1986 Nondeferred Deposits and earnings
thereon;
(3) Earnings on pre-1987 Nondeferred Deposits;
(4) Matured Vested Employer Contributions and earnings
thereon;
(5) Unmatured Post-1986 Nondeferred Deposits and earnings
thereon;
(6) Unmatured Vested Employer Contributions and earnings
thereon.
(d) Any withdrawal made by a Participant pursuant to this
SECTION 11.3 shall be made from all Funds in which the
Nondeferred Deposits and Employer Contributions by or on
behalf of such Participant are invested and shall be
charged pro rata against such subaccounts in the
Participant's Thrift Account.
(e) The amount of any withdrawal made by a Participant pursuant
to this SECTION 11.3 shall be determined as of the close of
the business day on which the notice of withdrawal is
received by the Recordkeeper.
SECTION 11.4 WITHDRAWALS OF DEFERRED DEPOSITS DURING EMPLOYMENT
AFTER AGE 59 1/2. A Participant over the age 59 1/2 may withdraw all or
a portion of the value of his or her Thrift Account attributable to the
Deferred Deposits. The value of such Deferred Deposits for the purpose of
such withdrawal shall be determined as of the close of the business day in
which the notice of withdrawal is received by the Recordkeeper. The
minimum withdrawal permitted shall be $200, unless such withdrawal is 100%
of the current value of the Deferred portion of a Participant's Thrift
Account. A Participant who makes such a withdrawal may not make any
further withdrawal from his or her Thrift Account for a period of at least
six months, except as provided in SECTION 11.5.
SECTION 11.5 HARDSHIP WITHDRAWALS.
(a) Upon the application of any Participant, or his or her
legal representative, the Committee, in accordance with a
uniform nondiscriminatory policy, shall permit such
Participant to withdraw such portion of the value of his or
her vested Thrift Account as deemed to be necessary for the
purpose of:
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(1) Expenses for medical care described in Code section
213(d) previously incurred by the Participant, the
Participant's spouse, or any dependents (as defined in
Code section 152) of the Participant or necessary for
these persons to obtain medical care described in Code
section 213(d);
(2) Costs directly related to the purchase (excluding
mortgage payments) of a principal residence of the
Participant;
(3) Payment of tuition and related educational fees for
the next 12 months of post-secondary education for the
Participant, the Participant's spouse, children, or
any dependents (as defined in Code section 152) of the
Participant; or
(4) Payments necessary to prevent the eviction of the
Participant from his principal residence or
foreclosure on the mortgage of the Participant's
principal residence.
(b) A Participant or legal representative making application
under this SECTION 11.5 shall have the burden of presenting
to the Committee satisfactory proof of such need. The
Committee shall not permit withdrawal under this Section
without first receiving such proof as it shall deem
necessary to demonstrate such hardship.
(c) The amount which may be withdrawn shall be withdrawn, as
necessary, in the following order:
(1) Nondeferred Deposits together with vested Employer
Contributions, in the order prescribed by SECTION
11.3, but without regard to the limitations on
withdrawals of SECTION 11.3;
(2) Deferred Supplemental Deposits; and
(3) Deferred Basic Deposits.
(d) A withdrawal will be deemed to be necessary to satisfy an
immediate and heavy financial need of a Participant if all
of the following requirements are satisfied:
(1) The withdrawal is not in excess of the amount of the
immediate and heavy financial need of the Participant,
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(2) The Participant has obtained all distributions, other
than hardship withdrawals, and all nontaxable loans
currently available under all plans maintained by his
or her Employer,
(3) The Participant is prohibited under the terms of the
Plan or an otherwise legally enforceable agreement
from making elective contributions and employee
contributions to the Plan and all other plans
maintained by the Company or an Affiliate for at least
12 months after receipt of the hardship withdrawal,
and
(4) The Plan and all other plans maintained by the
Employer, provide that the Participant may not make
elective contributions for the Participant's taxable
year immediately following the taxable year of the
hardship withdrawal in excess of the applicable limit
under Code section 402(g) for such next taxable year
less the amount of such Participant's elective
contributions for the taxable year of the hardship
withdrawal. A Participant shall not fail to be
treated as an eligible Participant for purposes of
paragraph (b) of this Section merely because he is
suspended in accordance with this provision.
(e) If a Participant shall make a withdrawal pursuant to this
SECTION 11.5, then
(1) the Participant shall not be permitted to make
Deposits (including Additional Lump Sum Deposits) to
the Plan during the one year period beginning on the
date of receipt of such withdrawal; and
(2) a Participant's Deferred Deposits for the
Participant's taxable year next following the taxable
year of the hardship withdrawal may not exceed the
limit established under Code section 402(g) less the
amount of Deferred Deposits made by the Participant in
the year of such withdrawal.
(f) Amounts available for hardship withdrawals with respect to
Deferred Deposits will be limited to the amount of a
Participant's Deferred Deposits, plus earnings allocable
thereto which were credited to Participant's Accounts as of
December 31, 1988, less the amount of any previous hardship
withdrawals.
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(g) A hardship withdrawal from the Thrift Account shall not be
permitted unless and until a Participant has withdrawn,
pursuant to SECTION 9.3, all Enterprise Common Stock from
his or her ESOP Account.
(h) The hardship withdrawal shall be paid to the Participant in
the amount approved as soon as practicable after his or her
application is approved by the Committee.
SECTION 11.6. SUSPENSION OF PARTICIPATION. If a Participant shall
cease to be an Eligible Employee, Deposits and Employer Contributions to
his or her Thrift Account shall be suspended and no Additional Lump Sum
Deposits shall be permitted to be made during the period of ineligibility.
Distribution of such Participant's Account shall be deferred until such
Participant's termination of employment with an Employer, whereupon the
Participant's Thrift Account shall be distributed in accordance with the
applicable provisions of this Article XI. Such Participant shall continue
to be deemed a Participant for all purposes other than for Articles IV and
V during such period of ineligibility.
SECTION 11.7 TRANSFER OF EMPLOYMENT. If a Participant shall be
transferred to the employ of an Affiliate which is not an Employer,
distribution of such Participant's Account shall be deferred until the
Participant is no longer in the employ of the Employer or any Affiliate,
whereupon the Participant's Account shall be distributed in accordance
with the applicable provisions of this Article XI. Such transferred
Participant shall continue to be deemed a Participant for all purposes
other than for Articles IV and V during such period of deferral of
distribution.
SECTION 11.8 FORM OF DISTRIBUTIONS.
(a) All distributions from the Plan shall be made in money by
check, except that in the case of a lump sum distribution
only, other than a hardship withdrawal in accordance with
SECTION 11.5, a Participant may, by notice to the
Recordkeeper in the form prescribed by the Committee, elect
to have any whole shares of Enterprise Common Stock held
for such Participant's Enterprise Common Stock Fund
subaccount and/or ESOP Account distributed in shares of
Enterprise Common Stock. The value of any fractional
shares shall be paid in money by check. Such an election
may be made at any time prior to the distribution under
SECTION 11.1 and 11.2 or prior to receipt by the
Recordkeeper of the notice of withdrawal in the case of a
distribution under SECTION 11.3. If no such election is
made, the entire value of the amount of the Participant's
Account being distributed shall be distributed in money by
check.
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(b) All distributions from the Plan shall be made in one lump
sum, except that in the case of a distribution from a
Participant's Account on account of a Participant's
Retirement, such Participant may elect to have his or her
Account, including the ESOP Account, which is to be
transferred into one of the Thrift Account Funds,
distributed in annual or quarterly payments in money by
check by the Trustee in amounts as nearly equal as possible
for a specified number of years up to ten years. Each
payment shall be an amount equal to the Participant's
Thrift Account as of the applicable date divided by the
number of payments remaining. No installment election
shall be available to a Participant unless, based on the
business day coinciding with or next following his or her
election to receive distribution in installments, such
Participant would be entitled to receive a first annual
payment of not less than $1,000 or a first quarterly
payment of not less than $250. If a Participant shall die
prior to complete distribution of his or her Thrift Account
pursuant to this subparagraph (b), the value of the
Participant's Thrift Account shall be distributed as soon
as practicable in a lump sum to the Participant's
beneficiary, or, if none, to the Participant's estate. The
amount so distributed after a Participant's death shall be
the remaining value of Participant's Thrift Account
determined as of the business day coinciding with or next
following the date of the Participant's death.
(c) If no election is made under subparagraph (b) above, and
the value of a Participant's Thrift Account, when
aggregated with the value of any ESOP Account of the
Participant, determined in accordance with Article IX,
exceeds $3,500, a distribution will be made in one lump sum
at the time provided for in SECTION 11.1, except as
otherwise provided in SECTION 11.5.
(d) Anything to the contrary notwithstanding, any Thrift
Account distribution to be made to a Participant under
subparagraph (b) above shall be made in such a manner that
the present value of the payments to be made to the
Participant during his or her life expectancy are
calculated to be more than 50% of the present value of the
total payments to be made to the Participant and any
beneficiaries.
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SECTION 11.9 TIME OF DISTRIBUTIONS.
(a) All distributions from the Plan shall commence as soon as
practicable, and in any event no later than 60 days after
the close of the Plan Year in which the Participant
terminates employment, or, if applicable, requests
distribution under SECTION 11.1 and 11.2, or 60 days after
the close of the Plan Year in which the Participant elects
to withdraw funds from the Plan in the case of
distributions under SECTIONS 9.3, 9.4, 11.3, and 11.4.
(b) In the case of a distribution over a period of years under
subparagraph (b) of SECTION 11.8, the initial payment shall
be made at a time determined in accordance with
subparagraph (a) of this SECTION 11.9. In the case of
annual distributions, the remaining annual payments shall
be made in successive calendar years on such date each year
as shall be determined by the Committee, subject to the
provisions of subparagraph (b) of SECTION 11.8 in the case
of the Participant's death. In the case of quarterly
distributions, the remaining payments shall be made each
successive three month period on such day during the period
as may be established by the Committee, subject to the
provisions of subparagraph (b) of SECTION 11.8 in the case
of the Participant's death.
(c) In the case of a distribution on account of a Participant's
Retirement, subject to the provisions of subsection 11.10,
the Participant may elect to have his or her Account
distributed as a lump sum during (1) the Plan Year next
following the Plan Year of his or her Retirement or (2) the
next succeeding Plan Year thereafter or (3) if the Account
value exceeds $3,500, at any time up to the Participant's
Required Beginning Date. If no such election is made,
distribution shall commence in accordance with SECTION 11.1
and subparagraph (a) above.
SECTION 11.10 LIMITATION ON POST AGE 70 1/2 DISTRIBUTIONS.
Notwithstanding the provisions of SECTIONS 11.8 and 11.9:
(a) the entire interest of a Participant must:
(1) be distributed not later than the Participant's
Required Beginning Date, or,
(2) commence no later than such Required Beginning Date
and be payable in accordance with regulations under
the Code over a period not extending beyond the life
expectancy of such Participant.
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(b) If a Participant dies before his or her entire interest has
been distributed, then such entire interest (or the
remaining part of such interest if distribution thereof has
commenced) shall be distributed within five years after the
Participant's death, and, if distribution has commenced
prior to death, shall be distributed at least as rapidly as
the method of distribution being used as of the date of
such Participant's death.
(c) The amount of the distribution required by this SECTION
11.10 is to be determined by Treasury Regulations SECTION
1.72-9, Table V using the attained age of the Participant
as provided in regulations without recalculation of the
life expectancy. Distribution will be made in accordance
with the regulations under Code section 401(a)(9),
including the minimum distribution incidental death benefit
requirement of section 1.401(a)(9)-2, and such regulations
shall override any inconsistent Plan provisions.
SECTION 11.11 DISTRIBUTION IN THE CASE OF CERTAIN DISABILITIES. In
the event that the Committee shall find that any person entitled to a
distribution under the Plan is unable to care for his or her affairs
because of illness or accident or because the person is a minor or has
died, the Committee may direct that any distribution due such person,
unless claim shall have been made therefor by a duly appointed legal
representative, be paid or applied to or for the benefit of such person,
or his or her spouse, any child of such person (including an adopted
child), any parent or other blood relative of such person, or a person
with whom the person resides, or any of them, and any such payment or
application so made shall be a complete discharge of the liabilities of
the Plan therefor.
SECTION 11.12 LOANS.
(a) The Committee shall have complete authority to establish
and administer a loan program to provide loans to
Participants. The loan program shall be contained in a
separate written document which shall constitute part of
the Plan, and shall include the following:
(1) A procedure for applying for loans;
(2) The basis on which loans will be approved or denied;
(3) Limitations (if any) on the types and amounts of loans
offered;
(4) The procedure under the loan program for determining
a reasonable rate of interest;
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(5) The types of collateral which may secure a loan; and
(6) The events constituting default and the steps that
will be taken to preserve plan assets in the event of
such default.
The rules and applicable limitations established by the loan
program shall be such as to prevent any loan from constituting
a prohibited transaction under Code section 4975 and ERISA
section 406, or a Plan distribution under Code section 72(p).
(b) The Trustee shall, subject to the approval of the Director
and compliance with the written loan program and the
provisions of the Code, lend a Participant, who is employed
by an Employer, an amount up to 50% of the vested portion
of his or her Account, including the ESOP Account, but not
more than $50,000 in the aggregate as of the date on which
the loan is approved reduced by the highest outstanding
loan balance during the preceding twelve months. However,
no amount may be loaned directly from any ESOP Account.
The Director shall review each application for a loan in a
nondiscriminatory manner and in accordance with such rules
as may be prescribed by the Committee. Loans, if approved,
shall be made as soon thereafter as practicable.
(c) In addition to such rules and regulations as the Committee
may adopt, all loans shall comply with the following terms
and conditions:
(1) An application for a loan by an eligible Participant
shall be made by making application therefor to the
Recordkeeper in the form prescribed by the Committee.
(2) An eligible Participant may not apply for more than
one loan in any calendar year nor for a loan with an
initial principal amount of less than $1,000 and, in
any event, may not have more than two (2) loans
outstanding at any one time.
(3) All loans, including interest thereon, shall be repaid
by payroll deduction in equal monthly installments
over a period of 12, 24, 36, 48 or 60 months as
selected by the Participant. Nothing herein, however,
shall prohibit a Participant from prepaying such loan
in whole or in part in a lump sum in accordance with
such rules as may be established from time to time by
the Committee.
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(4) Each loan shall be secured by an assignment of the
Participant's entire right, title and interest in and
to the Trust Fund to the extent of the loan and
accrued interest thereon and shall be evidenced by the
Participant's promissory note for the amount of the
loan, including interest, payable to the order of the
Trustee.
(5) Each loan shall bear interest at a reasonable rate
(which rate may be a variable rate) to be established
from time to time by the Committee, not in violation
of any applicable usury laws. In determining the
interest rate, the Committee shall take into
consideration interest rates being charged by other
lenders at the time of such determination.
(d) No distribution shall be made to any Participant or
beneficiary thereof unless and until all unpaid loans,
including interest thereon, have been repaid.
SECTION 11.13 INABILITY TO LOCATE PAYEE. Any benefit payable to a
Participant or beneficiary shall be forfeited if the Employer, after
reasonable effort, is unable to locate such Participant or beneficiary to
whom payment is due. The amount of any such forfeited benefit shall be
applied to reduce the amount of Employer Contribution required under the
Plan as provided in SECTION 5.3. However, any such forfeited benefit
shall be reinstated and become payable if a claim therefor is made by such
Participant or beneficiary.
SECTION 11.14 FEDERAL INCOME TAX WITHHOLDING ON DISTRIBUTIONS AND
WITHDRAWALS. Distributions and withdrawals under this Plan shall be
subject to Federal income tax withholding as prescribed by Code section
3405 and the regulations thereunder.
ARTICLE XII
LIMITS ON BENEFITS AND CONTRIBUTIONS UNDER QUALIFIED PLANS
SECTION 12.1. DEFINITIONS. For purposes of this Article XII, the
following definitions and rules of interpretation shall apply:
(a) "Annual Additions" to a participant's account under a
defined benefit plan or a defined contribution plan is the
sum, credited to a participant's account for any Limitation
Year, of:
(1) Company contributions,
(2) Forfeitures, if any,
(3) Employee contributions and
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(4) Amounts, if any, attributable to medical benefits
allocated to an account established under Code section
419 A (d)(2) on behalf of such Participant.
(b) "Annual Benefit"
(1) A benefit which is payable annually in the form of a
straight life annuity under a defined benefit plan.
Such benefit does not include any benefits
attributable to either employee contributions or
rollover contributions. If the defined benefit plan
provides for a benefit which is not payable in the
form of a straight life annuity, the benefit is
adjusted in accordance with SECTION 12.1(b)(5) below.
(2) Where a defined benefit plan provides for mandatory
employee contributions (as defined in Code section
411(c)(2)(C)), the Annual Benefit attributable to such
contributions is not taken into account. The Annual
Benefit attributable to mandatory contributions is
determined by using the factors described in Code
section 411(c)(2)(B) and the regulations thereunder.
However, mandatory employee contributions and any
voluntary employee contributions are all considered a
separate defined contribution plan maintained by the
Company.
(3) If rollover contributions are made to a defined
benefit plan, the Annual Benefit attributable to these
contributions is determined on the basis of reasonable
actuarial assumptions.
(4) When there is a transfer of assets or liabilities from
one qualified defined benefit plan to another, the
Annual Benefit attributable to the assets transferred
shall not be taken into account by the transferee plan
in applying the limitations of Code section 415. The
Annual Benefit payable on account of the transfer for
any individual that is attributable to the assets
transferred will be equal to the Annual Benefit
transferred on behalf of such individual multiplied by
a fraction, the numerator of which is the total assets
transferred and the denominator of which is the total
liabilities transferred.
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(5) If a defined benefit plan provides a retirement
benefit in any form other than a straight life
annuity, the plan benefit is adjusted to a straight
life annuity beginning at the same age which is the
actuarial equivalent of such benefit in accordance
with the rules determined by the Commissioner.
However, the following values are not taken into
account:
(i) The value of a qualified joint and survivor
annuity (as defined in Code section 417 and the
regulations thereunder) provided by the plan to
the extent that such value exceeds the sum of
(A) the value of a straight life annuity
beginning on the same date and
(B) the value of any post-retirement death
benefits which would be payable even if the
annuity was not in the form of a joint and
survivor annuity.
(ii) The value of benefits that are not directly
related to retirement benefits (such as pre-
retirement disability and death benefits and
post-retirement medical benefits).
(iii) The value of benefits provided by the plan which
reflect post-retirement cost of living increases
to the extent that such increases are in
accordance with Code section 415(d) and the
regulations thereunder.
(6) Where a defined benefit plan provides a retirement
benefit beginning before a participant has attained
the Social Security Retirement Age, the plan benefit
shall, in accordance with rules determined by the
Commissioner, be adjusted to the actuarial equivalent
of a benefit commencing at the Social Security
Retirement Age. This adjustment is only for purposes
of applying the dollar limitation described in Code
section 415(b)(1)(A) and Section 12.1(f)(1) to the
Annual Benefit of the participant.
(7) Where a participant has less than 10 Years of Service
with the Company at the time the Participant begins to
receive retirement benefits under the defined benefit
plan, the benefit limitations described in Code
sections 415(b)(1)(B) and 415(b)(4) and Section
12.1(f)(2) are to be reduced by multiplying the
otherwise applicable limitation by a fraction:
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(i) the numerator which is the Years of Service (and
fractions thereof) with the Company as of, and
including the current Limitation Year, and
(ii) the denominator of which is 10.
The preceding sentence shall also apply for purposes
of reducing the benefit limitation described in Code
section 415(b)(1)(A) and SECTION 12.1(f)(1), by
substituting years of participation for Years of
Service wherever it appears in such sentence.
(iii) If the retirement benefit under a defined
benefit plan begins after the Participant has
attained the Social Security Retirement Age, the
determination as to whether the Maximum
Permissible Defined Benefit Amount limitation
has been satisfied shall be made in accordance
with regulations prescribed by the Commissioner
by adjusting such benefit so that it is
actuarially equivalent to such a benefit
beginning at the Social Security Retirement Age.
This adjustment is only for purposes of applying
the limitation described in Code section
415(b)(1)(A) and SECTION 12.1(f)(1) to the
Annual Benefit of the participant.
(8) The Annual Benefit to which a participant is entitled
at any time under all defined benefit plans maintained
by the Company shall not, during the Limitation Year,
exceed the Maximum Permissible Defined Benefit Amount.
(9) In determining the actuarial equivalency for purposes
of SECTIONS 12.1(b)(5), 12.1(b)(6) and 12.1(b)(8)
above, the interest rate shall be 5%.
(c) "Company" shall mean the Company, as described in SECTION
2.11 and any Affiliate as defined in SECTION 2.4.
(d) "Compensation" with respect to a Limitation Year -
(1) includes amounts paid to a Participant (regardless of
whether he or she was such during the entire
Limitation Year);
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(i) as wages, salaries, fees for professional
services and other amounts received (without
regard to whether or not an amount is paid in
cash) for personal services actually rendered in
the course of employment with any Company
including but not limited to commissions,
compensation for services on the basis of a
percentage of profits, fringe benefits,
reimbursements and other expense allowances
under nonaccountable plans (as described in
Treasury Regulation 1.b2-2(c)) and bonuses;
(ii) for purposes of (A) above, earned income from
sources from outside the United States (as
defined in Code section 911(b)), whether or not
excludable from gross income under Code section
911 or deductible under Code sections 931 and
933;
(iii) amounts described in Code sections 104(a)(3),
105(a) and 105(h) but only to the extent that
these amounts are includable in the gross income
of the Participant;
(iv) in the case of an employee within the meaning of
Code section 401(c)(1) and the regulations
thereunder, the Participant's earned income (as
described in Code section 401(c)(2) and the
regulations thereunder);
(iv) amounts paid or reimbursed by the Company for
moving expenses incurred by the Participant, but
only to the extent that these amounts are not
deductible by the Participant under Code section
217.
(v) The value of a nonqualified stock option granted
to a Participant by a Company, but only to the
extent that the value of the option is
includable in the gross income of the
Participant for the taxable year in which
granted.
(vi) The amount includable in the gross income of a
Participant upon making the election described
in Code section 83(b).
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(2) Compensation does not include -
(i) notwithstanding subsection (1)(A) of this
SECTION 12.1(d), there shall be excluded from
Compensation amounts contributed to a plan
qualified under section 401(k) of the Code as
salary reduction contributions (and not
recharacterized as employee contributions
thereunder);
(ii) other contributions made by the Company to a
plan of deferred compensation to the extent
that, before the application of the Code section
415 limitations to the plan, the contributions
are not includable in the gross income of the
Participant for the taxable year in which
contributed. In addition, Company contributions
made on behalf of a Participant to a simplified
Participant pension described in Code section
408(k) are not considered as Compensation for
the taxable year in which contributed to the
extent such contributions are deductible by the
Participant under Code section 219(b)(7).
Additionally, any distributions from a plan of
deferred compensation are not considered as
Compensation, regardless of whether such amounts
are includable in the gross income of the
Participant when distributed. However, any
amounts received by a Participant pursuant to an
unfunded nonqualified plan shall be considered
as Compensation in the year such amounts are
includable in the gross income of the
Participant;
(iii) amounts realized from the exercise of a
nonqualified stock option or when restricted
stock (or property) held by a Participant either
becomes freely transferable or is no longer
subject to a substantial risk of forfeiture (see
Code section 83 and the regulations thereunder);
(vi) amounts realized from the sale, exchange or
other disposition of stock acquired under a
qualified stock option;
(v) other amounts which receive special tax
benefits, such as premiums for group term life
insurance (but only to the extent that the
premiums are not includable in the gross income
of the Participant);
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(e) "Limitation Year" - the Plan Year;
(f) "Maximum Permissible Defined Benefit Amount" - for a
Limitation Year the Maximum Permissible Defined Benefit
Amount with respect to any Participant shall be the lesser
of:
(1) $90,000, or,
(2) 100% of the Participant's average Compensation for his
or her high three consecutive Years of Service,
subject to the following rules:
(i) As of January 1 of each calendar year commencing
with the calendar year 1988, the dollar
limitation set forth in Paragraph (1) above
shall be adjusted automatically to equal the
dollar limitation as determined by the
Commissioner for that calendar year under Code
section 415(d)(1)(A). This adjustment dollar
limitation applies for the Limitation Year
ending with or within the calendar year. It is
applicable to Employees who are Participants in
the Plan and to Employees who have retired or
otherwise terminated their service under the
Plan with a nonforfeitable right to accrued
benefits, regardless of whether they have
actually begun to receive such benefits. The
Annual Benefit payable to a terminated
Participant which is otherwise limited by the
dollar limitation shall be increased to take
into account the adjustment of the dollar
limitation.
(ii) With regard to Participants who have separated
from service with a nonforfeitable right to an
accrued benefit, the compensation limitation
described in paragraph (2) above applicable to
Limitation Years commencing on and after January
1, 1976 shall be adjusted annually to take into
account increases in the cost of living. For
any Limitation Year beginning after the
separation occurs, the adjustment of the
compensation limitation is made as specified in
regulations and rules prescribed by the
Commissioner. In the case of a Participant who
separated from service prior to January 1, 1976,
the cost of living adjustment of the
compensation limitation under this paragraph for
all Limitation Years prior to January 1, 1976,
is to be determined as provided by the
Commissioner.
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(iii) Anything herein to the contrary notwithstanding,
in the case of an individual who was a
Participant in the Plan before January 1, 1983,
if such Participant's "current accrued benefit"
(as defined in section 235(g)(4) of the Tax
Equity and Fiscal Responsibility Act of 1982
("TEFRA")) under the Plan as of the close of the
last Limitation Year beginning before January 1,
1983 exceeded the dollar limitation with respect
to such Participant under SECTION 12.1(g)(1)
shall be equal to such current accrued benefit.
(iv) Anything herein to the contrary notwithstanding,
for any individual who was a Participant in the
Plan on January 1, 1987, if such Participant's
"current accrued benefit" under the Plan, as
that term is defined in section 1106(i)(3)(B) of
the Tax Reform Act of 1986, as of the close of
the last Limitation Year beginning before
January 1, 1987 exceeded the limitation
described in SECTION 12.1(f)(1) above, the
dollar limitation with respect to such
Participant under SECTION 12.1(f)(1) shall be
equal to such current accrued benefit.
(g) "Maximum Permissible Defined Contribution Amount" - for a
Limitation Year the Maximum Permissible Defined
Contribution Amount with respect to any Participant shall
be the lesser of:
(1) $30,000, or if greater, one fourth of the limitation
in effect under Code section 415(b)(1)(A) (as adjusted
by Code section 415(d)(1)(A)).
(2) 25% of the Participant's Compensation for the
Limitation year.
Notwithstanding the foregoing, or anything herein to
the contrary, the percentage of compensation
limitation of this SECTION 12.1(g)(2) shall not apply
to any Annual Additions pursuant to SECTION 12.1(a)(4)
above.
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(h) "Projected Annual Benefit" - the Annual Benefit to which a
Participant would be entitled under the Plan on the
assumption that he or she continues employment until the
normal retirement age (or current age, if that is later)
thereunder, that his or her Compensation continues at the
same rate as in effect for the Limitation Year under
consideration until such age, and that all other relevant
factors used to determine benefits under the Plan remain
constant as of the current Limitation Year for all future
Limitation Years;
(i) "Social Security Retirement Age" - the age used as the
retirement age under Social Security Act section 216(1)
except that such section shall be applied:
(1) without regard to the age increase factor, and,
(2) as if the early retirement age under Social Security
Act section 216(1)(2) were 62.
(j) For purposes of applying the limitations of Code sections
415(b), (c) and (e) to a Participant for a particular
Limitation Year, all qualified defined benefit plans
(without regard to whether a plan has been terminated) ever
maintained by the Company will be treated as one defined
benefit plan and all qualified defined contribution plans
(without regard to whether a plan has been terminated) ever
maintained by the Company will be treated as part of this
Plan.
SECTION 12.2 ANNUAL ADDITION LIMITS. The amount of the Annual
Addition which may be credited under this Plan to any Participant's
Account as of any allocation date shall not exceed the Maximum Permissible
Defined Contribution Amount (based upon his or her Compensation up to such
allocation date) reduced by the sum of any credits of Annual Additions
made to the Participant's Account under all defined contribution plans as
of any preceding allocation date within the Limitation Year. If an
allocation date of this Plan coincides with an allocation date of any
other qualified defined contribution plan maintained by the Company, the
amount of the Annual Additions which may be credited under this Plan to
any Participant's Account as of such date shall be an amount equal to the
product of the amount to be credited under this Plan without regard to
this SECTION 12.2 multiplied by the lesser of one or a fraction, the
numerator of which is the amount described in this SECTION 12.2 during the
Limitation Year and the denominator of which is the amount that would be
otherwise credited on this allocation date under all defined contribution
plans without regard to this Section 12.2. However, if a security is not
allocated to a Participant's Account under any qualified tax credit
employee stock ownership plan of the Company because of the operation of
the limitations of Code section 415 and the provisions of this SECTION
12.2, no other amount may be allocated to the Participant's Account under
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this Plan after the allocation date for such tax credit employee stock
ownership plan's plan year, until all such unallocated securities have
been allocated in accordance with the provisions of such tax credit
employee stock ownership plan. If contributions to this Plan on behalf of
a Participant are to be reduced as a result of this SECTION 12.2, such
reduction shall be effected by reducing contributions in the following
order: Supplemental Nondeferred Deposits, Basic Nondeferred Deposits and
corresponding matching Company Contributions, Supplemental Deferred
Deposits and finally, if necessary, Basic Deferred Deposits and
corresponding remaining matching Company Contributions. If, as a result
of a reasonable error in estimating a Participant's Compensation, or under
the limited facts and circumstances which the Commissioner finds justify
the availability of the rules set forth in paragraphs (a)-(c) of this
SECTION 12.2, the allocation of Annual Additions under the terms of the
Plan for a particular Participant would cause the limitations of Code
section 415 applicable to that Participant for the Limitation Year to be
exceeded, the excess amounts shall not be deemed to be Annual Additions in
that Limitation Year if they are treated as follows:
(a) To the extent necessary, Deferred Deposits to the Plan
shall be recharacterized as Nondeferred Deposits and the
Participant's Nondeferred Deposits to the Plan (including
Deferred Deposits recharacterized as Nondeferred Deposits
hereunder) and earnings thereon shall be returned to the
Participant.
(b) The excess amounts in the Participant's Account consisting
of Company Contributions shall be used to reduce Company
Contributions for the next Limitation Year (and succeeding
Limitation Years, as necessary) for that Participant if
that Participant is covered by the Plan as of the end of
the Limitation Year. However, if that Participant is not
covered by the Plan as of the end of the Limitation Year
then the excess amounts must be held unallocated in a
suspense account for the Limitation Year and allocated and
reallocated in the next Limitation Year to all of the
remaining Participants in the Plan. If a suspense account
is in existence at any time during a particular Limitation
Year, other than the first Limitation Year described in the
preceding sentence, all amounts in the suspense account
must be allocated and reallocated to Participants' Accounts
(subject to the limitations of Code section 415) before any
Company Contributions, may be made to the Plan for that
Limitation Year. Furthermore, the excess amounts must be
used to reduce Company Contributions for the next
Limitation Year (and succeeding Limitation Years, as
necessary) for all of the remaining Participants in the
Plan. For purposes of this subdivision, except as provided
in (a) of this Section 12.2, excess amounts may not be
distributed to Participants or former Participants.
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(c) In the event of a termination of the Plan, the suspense
account described in (b) of this SECTION 12.2 shall revert
to the Company to the extent it may not then be allocated
to any Participant's Account.
(d) Notwithstanding any other provision in this SECTION 12.2,
the Company shall not contribute any amount that would
cause an allocation to the suspense account as of the date
the contribution is allocated. If the contribution is made
prior to the date as of which it is to be allocated, then
such contribution shall not exceed an amount that would
cause an allocation to the suspense account if the date of
contribution were an allocation date.
SECTION 12.3 OVERALL LIMIT. For any Participant of this Plan who at
any time participated in a defined benefit plan maintained by the Company,
the rate of benefit accrual by such Participant in each defined benefit
plan in which the Participant participates during the Limitation Year will
be reduced to the extent necessary to prevent the sum of the following
fractions, computed as of the close of the Limitation Year, from exceeding
1.0:
(a) DEFINED BENEFIT PLAN FRACTION. Projected Annual Benefit of
the Participant under all defined benefit plans divided by:
the lesser of (1) the product of 1.25, multiplied by the
dollar limitation in effect under Code section 415(b)(1)(A)
for such Limitation Year, or (2) the product of 1.4
multiplied by the amount which may be taken into account
under Code section 415(b)(1)(B) with respect to such
Participant for such Limitation Year.
and
(b) DEFINED CONTRIBUTION PLAN FRACTION. Sum of Annual
Additions to such Participant's Account under all defined
contribution plans in such Limitation Year and for all
prior Limitation Years divided by: the sum of the lesser
of the following amounts determined for such year and for
each prior Year of Service with the Company: (1) the
product of 1.25, multiplied by the dollar limitation in
effect under Code section 415(c)(1)(A) for such Limitation
Year, or (2) the product of (a) 1.4, multiplied by (b) 25%
of the Participant's Compensation for such Limitation Year.
SECTION 12.4 SPECIAL RULES.
(a) For purposes of applying the Defined Contribution Plan
Fraction in Section 12.3 for any Limitation Year beginning
after December 31, 1975 to Limitation Years before January
1, 1976, the aggregate amount taken into account in
determining the numerator of such fraction is deemed not to
exceed the aggregate amount taken into account in
determining the denominator of the fraction.
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(b) In any case where the sum of the fractions in SECTION 12.3
is greater than 1.0, calculated as of the close of the last
Limitation Year beginning before January 1, 1983 for a
Participant, in accordance with regulations prescribed by
the Commissioner pursuant to TEFRA section 235(g)(3), an
amount shall be subtracted from the numerator of the
defined contribution plan fraction so that the sum of such
fractions does not exceed 1.0 for such Limitation Year.
(c) If the sum of the fractions in SECTION 12.3 would exceed
1.0, calculated as of the close of the last Limitation Year
beginning before January 1, 1987 for a Participant, in
accordance with regulations prescribed by the Commissioner
pursuant to section 1106(i)(4) of the Tax Reform Act of
1986, an amount shall be subtracted from the numerator of
the defined contribution plan fraction (not exceeding such
numerator) so that the sum of such fractions does not
exceed 1.0. This numerator, as adjusted herein, will be
used for the calculation of the defined contribution plan
fraction for Limitation Years commencing on or after
January 1, 1987.
ARTICLE XIII
TOP-HEAVY REQUIREMENTS
SECTION 13.1 DEFINITIONS. For purposes of this Article XIII, the
following definitions shall apply, to be interpreted in accordance with
the provisions of Code section 416 and the regulations thereunder:
(a) "Aggregation Group" shall mean a plan or group of plans
which includes all plans maintained by the Employers in
which a Key Employee is a Participant or which enables any
plan in which a Key Employee is a Participant to meet the
requirements of Code section 401(a)(4) or Code section 410,
as well as all other plans selected by the Company for
permissive aggregation inclusion of which would not prevent
the group of plans from continuing to meet the requirements
of such Code sections.
(b) "Compensation" with respect to a Plan Year shall be as
defined in Section XII without regard to SECTION
12.1(d)(2)(A).
(c) "Determination Date" shall mean, with respect to any Plan
Year,
(1) the last day of the preceding Plan Year, or,
(2) in the case of the first Plan Year of any Plan, the
last day of such Plan Year.
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(d) "Employee" shall mean, for purposes of this Article XIII,
any person employed by an Employer and shall also include
any beneficiary of such person, provided that the
requirements of Sections 13.3, 13.4 and 13.5 shall not
apply to any person included in a unit of Employees covered
by an agreement which the Secretary of Labor finds to be a
collective bargaining agreement between Employee
representatives and one or more Employers if there is
evidence that retirement benefits were the subject of good
faith bargaining between such Employee representatives and
such Employer or Employers.
(e) "Employer" shall mean, any corporation which is a member of
a controlled group of corporations (as defined in Code
section 414(b)) which includes the Company or any trades or
business (whether or not incorporated) which are under
common control (as defined in Code section 414(c)) with the
Company, or a member of an affiliated service group (as
defined in Code section 414(m)) which includes the Company.
(f) "Key Employee" shall mean, any Employee or former Employee
who is, at any time during the Plan Year, or was, during
any one of the four preceding Plan Years any one or more of
the following:
(1) An officer of an Employer having an annual
Compensation greater than 50% of the amount in effect
under Code section 415(b)(1)(A) for any Plan Year
unless 50 other such officers (or, if lesser, a number
of such officers equal to the greater of three or 10%
of the Employees) have higher annual Compensation.
(2) One of the 10 persons employed by an Employer having
annual Compensation greater than the limitation in
effect under Code section 415(c)(1)(A) for any Plan
Year, and owning (or considered as owning within the
meaning of Code section 318) the largest interests in
the Employers. For purposes of this paragraph (2), if
two Employees have the same interest, the one with the
greater Compensation shall be treated as owning the
larger interest.
(3) Any person owning (or considered as owning within the
meaning of Code section 318) more than 5% of the
outstanding stock of an Employer or stock possessing
more than 5% of the total combined voting power of
such stock.
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(4) A person who would be described in paragraph (3) above if "1%"
were substituted for "5%" each place it appears in paragraph (3)
above, and who has annual Compensation of more than $150,000.
For purposes of determining ownership under this Section
13.11(f), Code section 318(a)(2)(C) shall be applied by
substituting "5%" for "50%" and the rules of subsections (b),
(c) and (m) of Code section 414 shall not apply.
(g) "Year of Service" shall mean, a year which constitutes a
"Year of Service" under the rules of paragraphs (4), (5)
and (6) of Code section 411(a) to the extent not
inconsistent with the provisions of this Article XIII.
SECTION 13.2 GENERAL REQUIREMENTS. For any Plan Year beginning
after 1983 in which the Plan is a Top-Heavy Plan, the requirements of this
Article XIII must be met in accordance with Code section 416 and the
regulations thereunder. The provisions of this Article XIII shall be
inapplicable unless and until the Plan is a Top-Heavy Plan.
SECTION 13.3 MAXIMUM COMPENSATIOn. Compensation for any Employee
shall not be taken into account under the Plan in excess of the amount
provided for pursuant to Code section 401(a)(17) and the regulations
thereunder.
SECTION 13.4 VESTING. A Participant who is credited with an Hour of
Service while the Plan is Top-Heavy, or in any Plan Year after a Plan Year
in which the Plan is Top-Heavy, and who has completed at least three Years
of Service shall have a nonforfeitable right to 100% of his or her accrued
benefit derived from Employer Contributions and no such amount may become
forfeitable if the Plan later ceases to be Top-Heavy nor may such amount
be forfeited under the provisions of Code sections 411(a)(3)(B) or 411
(a)(3)(D). Such accrued benefit shall include benefits accrued before the
Plan becomes Top-Heavy, including benefits accrued prior to January 1,
1984. Notwithstanding any other provisions of this Plan to the contrary,
once the vesting requirements of this SECTION 13.4 become applicable, they
shall remain applicable even if the Plan later ceases to be Top-Heavy.
SECTION 13.5 MINIMUM CONTRIBUTIONS. Minimum Employer Contributions
for a Participant (not including a beneficiary of any Participant) who is
not a Key Employee shall be required under the Plan for the Plan Year as
follows:
(a) The amount of the minimum contribution shall be the lesser
of the following percentages of Compensation:
(1) four percent, or,
(2) the highest percentage at which such contributions are
made under the Plan for the Plan Year on behalf of a
Key Employee.
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(i) For purposes of this paragraph (2), all defined
contribution plans required to be included in an
Aggregation Group shall be treated as one plan.
(ii) This paragraph (2) shall not apply if the Plan
is required to be included in an Aggregation
Group and the Plan enables a defined benefit
plan required to be included in the Aggregation
Group to meet the requirements of Code sections
401(a)(4) or 410.
(iii) For purposes of this paragraph (2), the
calculation of the percentage at which Employer
Contributions are made for a Key Employee shall
be based only on his or her Compensation not in
excess of maximum counted compensation as
provided in SECTION 13.3.
(b) There shall be disregarded for purposes of this SECTION
13.5, contributions or benefits under Code section 3111,
Title II of the Social Security Act or any other federal or
state law, and for Plan Years beginning before December 31,
1984, there shall also be disregarded any contributions
attributable to a salary reduction or a similar
arrangement.
(c) For purposes of this SECTION 13.5, the term "Participant"
shall be deemed to refer to all Participants who have not
separated from service at the end of the Plan Year
including, without limitation, individuals who:
(1) failed to complete 1000 Hours of Service during the
Plan Year, or
(2) declined to make mandatory contributions to the Plan,
or
(3) are excluded from the Plan because their Compensation
is less than a stated amount but who must be
considered Participants for the Plan to satisfy the
coverage requirements of Code section 410(b) in
accordance with Code section 401(a)(5).
SECTION 13.6 PARTICIPANTS UNDER DEFINED BENEFIT PLANS. If any Plan
Participant other than a Key Employee is also a Participant under a
defined benefit plan of an Employer, then SECTION 13.5(a) shall not apply
and the required minimum annual Employer Contribution for such Participant
(not including a beneficiary of a Participant) under this Plan shall be 7
1/2% of Compensation, or such lesser amount as may be required to satisfy
the requirements of the Code related to Top-Heavy Plans. Such Employer
Contribution shall be made without regard to the amount of contributions,
if any, made to the Plan on behalf of Key Employees.
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SECTION 13.7 SUPER TOP-HEAVY PLANS. If for any Plan Year in which
the Plan is a Top-Heavy Plan it is also a Super Top-Heavy Plan, then for
purposes of the limitations on Employer Contributions and benefits
provided in Code section 415, and SECTION 5.3. and Article XII of the
Plan, the dollar limitations in the defined benefit plan fraction and the
defined contribution plan fraction shall be multiplied by 1.0 rather than
1.25. However, if the application of the provisions of this SECTION 13.7
would cause any Participant to exceed the combined Code section 415
limitations on Employer Contributions and benefits, then the application
of the provisions of this SECTION 13.7 shall be suspended as to such
Participant until such time as he or she no longer exceeds such
limitations as modified by this SECTION 13.7. During the period of such
suspension, there shall be no Employer Contributions, forfeitures or Non-
Deferred Supplemental Deposits allocated to such Participant under this or
any other defined contribution plan of the Employers and there shall be no
accruals for such Participant under any defined benefit plan of the
Employers.
SECTION 13.8 DETERMINATION OF TOP-HEAVINESS. The determination of
whether this Plan is Top-Heavy shall be made as follows:
(a) If the Plan is not required to be included in an
Aggregation Group with other plans, then it shall be Top-
Heavy only if when considered by itself it is a Top-Heavy
Plan and it is not included in a permissive Aggregation
Group that is not a Top-Heavy Group.
(b) If the Plan is required to be included in an Aggregation
Group with other plans, it shall be Top-Heavy only if the
Aggregation Group, including any permissively aggregated
plans is Top-Heavy.
(c) If a plan is not a Top-Heavy Plan and is not required to be
included in an Aggregation Group, then it shall not be Top-
Heavy even if it is permissively aggregated in an
Aggregation Group which is a Top-Heavy Group.
SECTION 13.9 DETERMINATION OF SUPER TOP-HEAVINESS. This Plan shall
be a Super Top-Heavy Plan if it would be a Top-Heavy Plan under the
provisions of SECTION 13.8, but substituting "90%" for "60%" in the ratio
test of SECTION 13.10.
SECTION 13.10 CALCULATION OF TOP-HEAVY RATIOS. A Plan shall be Top-
Heavy and an Aggregation Group shall be a Top-Heavy Group with respect to
any Plan Year as of the Determination Date if the sum as of the
Determination Date of the Cumulative Accrued Benefits and the Cumulative
Accounts of Employees who are Key Employees for the Plan Year exceeds 60%
of a similar sum determined for all Employees, excluding former Key
Employees.
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SECTION 13.11 CUMULATIVE ACCOUNTS AND CUMULATIVE ACCRUED BENEFITS.
The Cumulative Accounts and Cumulative Accrued Benefits for any Employee
shall be determined as follows:
(a) "Cumulative Account" shall mean the sum of the amount of an
Employee's Account under a defined contribution plan (for
an unaggregated Plan) or under all defined contribution
plans included in an Aggregation Group (for aggregated
plans) determined as of the most recent plan valuation date
within a 12-month period ending on the Determination Date,
increased by any contributions due after such valuation
date and before Determination Date.
(b) "Cumulative Accrued Benefit" shall mean the sum of the
present value of an Employee's accrued benefits under a
defined benefit plan (for an unaggregated plan) or under
all defined benefit plans included in an Aggregation Group
(for aggregated plans), determined under the actuarial
assumptions set forth in such Plan or Plans, as of the most
recent plan valuation date used by the Plan actuary within
the 12-month period ending on the Determination Date as if
the Employee voluntarily terminated service as of such
valuation date. The accrued benefit of any Employee who is
not a Key Employee shall be determined under the method
used for accrual purposes for all plans in the Aggregation
Group or, if there is no such method, as if such benefit
accrued not more rapidly than the slowest accrual rate
permitted under Code section 411(b)(1)(c).
(c) Accounts and benefits shall be calculated to include all
amounts attributable to both Employer and Employee
contributions but excluding amounts attributable to
voluntary deductible Employee contributions.
(d) Accounts and benefits shall be increased by the aggregate
distributions during the five-year period ending on the
Determination Date made with respect to an Employee under
the Plan or Plans as the case may be or under a terminated
plan which, if it had not been terminated, would have been
required to be included in the Aggregation Group.
(e) Rollover Contributions and direct plan to plan transfers
shall be handled as follows:
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(1) If the transfer is initiated by the Employee and made
from a plan maintained by one employer to a plan
maintained by another employer, the transferring plan
continues to count the amount transferred under the
rules for counting distributions. The receiving plan
does not count the amount if accepted after December
31, 1983, but does count it if accepted prior to
December 31, 1983.
(2) If the transfer is not initiated by the Employee or is
made between plans maintained by the Employers, the
transferring plan shall no longer count the amount
transferred and the receiving plan shall count the
amount transferred.
(3) For purposes of this subsection (e), all Employers
aggregated under the rules of Code sections 414(b),
(c) and (m) shall be considered a single employer.
(f) For plan years beginning after December 31, 1984, the
accrued benefits and accounts of any Employee who has not
performed services for any Employer at any time during the
five-year period ending on the Determination Date shall not
be taken into account.
ARTICLE XIV
BENEFICIARY IN EVENT OF DEATH
SECTION 14.1 DESIGNATION AND CHANGE OF BENEFICIARY. Upon the death
of a married Participant, the spouse of the Participant shall be deemed
the designated beneficiary of the Participant, unless such spouse has
consented, in writing, to the designation of another beneficiary or
beneficiaries (which may include the estate of the Participant) or any
change thereof. If such other designated beneficiary or beneficiaries
predecease a married Participant, such Participant's spouse shall be
deemed the designated beneficiary of the Participant. If, in such case,
the Participant's spouse has also predeceased the Participant, the
Participant's Account shall be paid to his or her estate.
Each unmarried Participant shall have the right to designate a
beneficiary or beneficiaries to receive any distributions to be made under
Article XI upon the death of such Participant. An unmarried Participant
may from time to time, without the consent of any beneficiary, change or
cancel any such designation. If no beneficiary has been named by a
deceased unmarried Participant, or the designated beneficiary has
predeceased such Participant, the Participant's Account shall be paid to
his or her estate as beneficiary.
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Any spousal consent, beneficiary designation and any change therein
shall be made in the form and manner prescribed by the Committee and shall
be filed with the Director. Any distribution made to a beneficiary of a
deceased Participant under the Plan shall be made to the beneficiary as
soon as practicable after such Participant's death and shall be in the
form of a lump sum payment, regardless of the form of benefit selected by
the deceased Participant. The beneficiary may elect to have such payment
made in money by check, or may elect to have any whole shares of
Enterprise Common Stock held for the deceased Participant's Enterprise
Common Stock Fund subaccount and ESOP Account distributed in shares of
Enterprise Common Stock and the balance of the deceased Participant's
Account (including the value of any fractional shares of Enterprise Common
Stock) paid in money by check. If no election is made, the entire
distribution to the beneficiary shall be made in money by check.
ARTICLE XV
ADMINISTRATION
SECTION 15.1 NAMED FIDUCIARY. The Committee (and each member of the
Committee acting as such) shall be the named fiduciary of the Plan with
authority to control and manage the operation and administration of the
Plan.
SECTION 15.2 ADMINISTRATION.
(a) The Committee shall have full discretionary authority to
interpret the Plan and to answer all questions which arise
concerning the application, administration and
interpretation of the Plan. The Committee shall adopt such
rules and procedures as in its opinion are necessary and
advisable to administer the Plan and to transact its
business. Subject to the other requirements of this
Article XV, the Committee may --
(1) Employ agents to carry out non-fiduciary
responsibilities;
(2) Employ agents to carry out fiduciary responsibilities
(other than trustee responsibilities as defined in
ERISA Section 405(c)(3));
(3) Consult with counsel, who may be of counsel to the
Employer or an Affiliate; and
(4) Provide for the allocation of fiduciary
responsibilities (other than trustee responsibilities
as defined in ERISA Section 405(c)(3)) among its
members. However, any action described in
subparagraphs (2) or (4) of this subparagraph (a) 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.
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(b) 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 the Plan, the
Committee shall include in its minutes a brief explanation
of the grounds upon which such decision was based.
(c) In performing their duties, the members of the Committee
shall act solely in the interest of the Participants in the
Plan and their beneficiaries and:
(1) for the exclusive purpose of providing benefits to the
Participants and their beneficiaries;
(2) with the care, skill, prudence and diligence under the
circumstances then prevailing that a prudent man or
woman acting in like capacity and familiar with such
matters would use in the conduct of an enterprise of
a like character and with like aims; and
(3) in accordance with the documents and instruments
governing the Plan insofar as such documents and
instruments are consistent with the provisions of
Title I of ERISA. In addition to any other duties the
Committee may have, the Committee shall periodically
review the performance of the Trustee and any
Investment Managers and the performance of all other
persons to whom fiduciary duties have been delegated
or allocated pursuant to the provisions of this
Article XV.
(d) The Company agrees to indemnify and reimburse, to the
fullest extent permitted by law, members of the Committee,
directors and Employees of an Employer 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 the Plan.
(e) No member of the Committee nor any of its delegates shall
be personally liable by virtue of any contract, agreement
or other instrument made or executed by him or her or on
his or her behalf in such capacity.
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SECTION 15.3 CONTROL AND MANAGEMENT OF ASSETS. The assets of the
Plan shall be held by the Trustee, in trust, and shall be managed by the
Trustee and/or one or more Investment Managers appointed from time to time
by the Committee; provided, however, that the Committee shall have
investment authority with respect to loans approved pursuant to SECTION
11.12, and may, from time to time, determine that the Trustee shall be
subject to the direction of the Committee with respect to certain other
investments, in which case the Trustee shall be subject to proper
directions of the Committee which are in accordance with the terms of the
Plan and which are not contrary to applicable law.
SECTION 15.4 BENEFITS TO BE PAID FROM TRUST. Benefits under the
Plan shall be payable only from the Trust Fund and only to the extent that
such Trust Fund shall suffice therefore and each Participant assumes all
risk connected with any decrease in market price of any securities in the
respective Funds. Neither the Company nor any Affiliate shall have any
liability to make or continue from its own funds the payment of any
benefits under the Plan.
SECTION 15.5 EXPENSES. There shall be paid from the Trust Fund all
expenses incurred in connection with the administration of the Plan,
including but not limited to the compensation of the Trustee, the
reasonable fees of counsel for the Trustee for legal services rendered to
the Trustee and the fees of Investment Managers appointed with respect to
the investment and reinvestment of the Trust Fund, except to the extent
that such expenses and fees are paid by the Employer. There shall be paid
from the Trust Fund all taxes of any and all kinds whatsoever that may be
levied or assessed under existing or future laws upon or in respect of the
Trust Fund or any property of any kind forming a part thereof, and all
expenses including brokerage costs and transfer taxes incurred in
connection with the investment and reinvestment of the Trust Fund.
ARTICLE XVI
CLAIMS PROCEDURE
SECTION 16.1 FILING OF CLAIMS. Claims for benefits under the Plan
shall be filed in writing on such form or forms as may be prescribed by
the Committee with the Director.
SECTION 16.2 APPEAL OF CLAIMS. 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 or her position by submitting such information in writing
to the Secretary of the Committee.
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SECTION 16.3 REVIEW OF APPEALS. 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 of the reasons therefor.
All decisions of the Committee shall be final and binding upon all of the
parties involved.
ARTICLE XVII
MERGER OR CONSOLIDATION
SECTION 17.1 MERGER OR CONSOLIDATION. In the case of any merger or
consolidation of the Plan with, or transfer of assets or liabilities to,
any other plan, each Participant or beneficiary shall be entitled to
receive a benefit immediately after the merger, consolidation or transfer
(if the Plan had been terminated) which is equal to or greater than the
benefit he or she would have been entitled to receive immediately before
the merger, consolidation or transfer (if the Plan had then terminated).
A merger or consolidation of the Plan with, or transfer of assets or
liabilities to, any other plan shall not be deemed to be a termination or
discontinuance of deposits and contributions having the effect of such
termination of the Plan.
ARTICLE XVIII
NON-ALIENATION OF BENEFITS
SECTION 18.1 NON-ALIENATION OF BENEFITS. Except as provided under
SECTIONS 11.12 and 22.1, no benefit or right under the Plan shall in any
manner or to any extent be assigned, alienated or transferred by any
Participant or beneficiary under the Plan or be subject to attachment,
garnishment or other legal process.
ARTICLE XIX
AMENDMENTS
SECTION 19.1 AMENDMENT PROCESS. The Company reserves the right, by
action of the Board of Directors, but subject to applicable law, at any
time and from time to time, to modify, suspend or amend in whole or in
part any or all of the provisions of the Plan, provided that no
modification, suspension or amendment shall make it possible to deprive
any Participant or beneficiary of a previously acquired right; and
provided further that no such modification, suspension or amendment shall
make it possible for any part of the assets of the Plan to be used for or
diverted to purposes other than for the exclusive benefit of Participants
and their beneficiaries under the Plan and for the payment of expenses of
the Plan.
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ARTICLE XX
TERMINATION
SECTION 20.1 AUTHORITY TO TERMINATE. The Plan may be terminated in
whole or in part at any time by the Board of Directors, but only upon
condition that such action is taken as shall render it impossible for any
part of the corpus or income of the Trust Fund to be used for or diverted
to purposes other than for the exclusive benefit of the Participants or
their beneficiaries and for the payment of expenses of the Plan.
SECTION 20.2 DISTRIBUTION UPON TERMINATION. Upon termination or
partial termination of the Plan or upon the complete discontinuance of
Deposits and Employer Contributions undr the Plan, the assets of the Trust
Fund shall )e administered and distributed to the Participants or their
beneficiaries at such time or times and in such nondiscriminatory manner
as is determined by the Committee. Upon termination or partial
termination of the Plan or upon the complete discontinuance of Deposits
and Employer Contributions under the Plan, the rights of all affected
Participants as of the date of such termination, partial termination or
discontinuance of Deposits and Employer Contributions shall be
nonforfeitable.
ARTICLE XXI
PLAN CONFERS NO RIGHT TO EMPLOYMENT
SECTION 21.1 NO RIGHT TO EMPLOYMENT. Nothing contained in the Plan
shall be construed as conferring any legal rights upon any Employee for a
continuation of employment or shall interfere with the rights of an
Employer or an Affiliate to discharge any Employee or otherwise to treat
him or her without regard to the effect which such treatment might have
upon such Employee with respect to the Plan, except as may be limited by
applicable law.
ARTICLE XXII
ALTERNATE PAYEES
SECTION 22.1 ALTERNATE PAYEES UNDER QDROS. In the event that a
domestic relations order of any State is received by the Plan and
thereafter determined to be a Qualified Domestic Relations Order (QDRO)
within the meaning of Code section 414p, the vested portion of the Account
of the Participant to which such QDRO is directed shall be apportioned as
specified in such QDRO, valued as of the business day preceding the date
specified in such QDRO. Upon notice to the Committee that a QDRO is being
sought with respect to a Participant's Account, no distribution or loan
shall be made to a Participant until such time as the status of the QDRO
is determined. The alternate payee of the Participant's Account shall
thereafter participate in the Plan in accordance with its terms, except
such person shall not have the rights or benefits provided in Article IV,
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Article V and in SECTION 11.12. If a QDRO is issued and the amount
awarded the alternate payee exceeds the value of the Participant's Account
less the outstanding loan balance, such loan shall be deemed to be in
default and the Participant shall immediately repay the loan.
Notwithstanding the provisions of this Article, the Plan may, without the
consent of any such alternate payee, pay to such alternate payee the value
of his or her respective share of the apportioned Account of the
Participant, if the value thereof as so determined is $3,500.00 or less.
If a QDRO so provides, benefits may be paid to an alternate payee before
they would otherwise be distributable under the Plan, and no such
distribution to an alternate payee shall be treated as a withdrawal by the
Participant for purposes of Article XI.
ARTICLE XXIII
CONSTRUCTION
SECTION 23.1 GOVERNING LAW. The Plan shall be governed by and
construed and administered under the laws of the State of New Jersey,
except to the extent superseded by ERISA.
SECTION 23.2 HEADINGS. The headings are for reference only. In the
event of a conflict between a heading and the content of an Article or
Section, the content shall control.
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Exhibit 2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statements
Nos. 2-74018, 33-4780 and 33-44581 on Forms S-8 of Public Service
Enterprise Group Incorporated of our report dated June 23, 1995 appearing
in this Annual Report on Form 11-K of the Public Service Electric and Gas
Company Thrift and Tax-Deferred Savings Plan for the year ended December
31, 1994.
DELOITTE & TOUCHE LLP
Parsippany, New Jersey
June 30, 1995
