-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, Rg1Fm591YDdemiQma329NzRUGkazBA00aWpkIknwrBwUwImdYQtAkWzlKIHKbGsR lNDFMaFRQzHxWzvuFttMXQ== 0000081033-94-000007.txt : 19940207 0000081033-94-000007.hdr.sgml : 19940207 ACCESSION NUMBER: 0000081033-94-000007 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 9 FILED AS OF DATE: 19940204 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PUBLIC SERVICE ELECTRIC & GAS CO CENTRAL INDEX KEY: 0000081033 STANDARD INDUSTRIAL CLASSIFICATION: 4931 IRS NUMBER: 221212800 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 34 SEC FILE NUMBER: 001-00973 FILM NUMBER: 94504411 BUSINESS ADDRESS: STREET 1: 80 PARK PLZ STREET 2: PO BOX 570 CITY: NEWARK STATE: NJ ZIP: 07101 BUSINESS PHONE: 2014307000 8-A12B 1 FORM 8-A SECURITIES AND EXCHANGE COMMISSION Washington D. C. 20549 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 PUBLIC SERVICE ELECTRIC AND GAS COMPANY - ----------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) New Jersey 22-1212800 - ----------------------------------------------------------------------------- (State of incorporation or organization) (I.R.S. Employer Identification No.) 80 Park Plaza, P. O. Box 570, Newark, New Jersey 07101-0570 - ----------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Securities to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which to be so registered each class is to be registered ------------------- ------------------------------ 6.75% Cumulative Preferred ) Stock--$25 Par ) New York Stock Exchange, Inc. Securities to be registered pursuant to Section 12(g) of the Act: None ---------------- (Title of Class) Public Service Electric and Gas Company - --------------------------------------- Item 1. Description of Registrant's Securities to be Registered. - ------ ------------------------------------------------------- Capital Stock. Description of the securities to be registered is set forth under "Description of the New Preferred Stock" in the Prospectus dated December 8, 1993 and filed with the Commission under Rule 424(b)(3) on December 9, 1993 to Registration Statement No. 33-51309 of the Registrant filed under the Securities Act of 1933 dated December 6, 1993 and under "Certain Terms of the New Preferred Stock -- $25 Par" in the Prospectus Supplement dated January 27, 1994 and filed with the Commission under Rule 424(b)(5) on January 28, 1994. Pursuant to the Instruction to Item 1 of Form 8-A copies of said Prospectus dated December 8, 1993 and Prospectus Supplement dated January 27, 1994 are being submitted with the copy of this Form 8-A being filed with the New York Stock Exchange, Inc. The 600,000 shares of the Company's 6.75% Cumulative Preferred Stock -- $25 Par was issued pursuant to Registration Statement No. 33-51309. Item 2. Exhibits. - ------ -------- Exhibit Number -------------- 3a(1) - Restated Certificate of Incorporation of the Registrant effective May 1, 1986, filed by the Registrant with Registrant's Current Report on Form 8-K under the Securities Exchange Act of 1934, on August 28, 1986, File No. 1-973. 3a(2) - Certificate of Amendment of Restated Certificate of Incorporation of the Registrant filed February 18, 1987 with the State of New Jersey adopting limitations of liability provisions in accordance with an amendment to the New Jersey Business Corporation Act, filed by the Registrant with Registrant's Annual Report on Form 10-K for the year ended 1987 under the Securities Exchange Act of 1934, File No. 1-973. 2 Item 2. Exhibits. (Concluded) - ------ -------- Exhibit Number -------------- 3a(3) - Certificate of Amendment of Restated Certificate of Incorporation of the Registrant dated June 17, 1992, establishing the 7.44% Cumulative Preferred Stock as a series of the Preferred Stock of the Registrant, filed by the Registrant with Registrant's Current Report on Form 8-A under the Securities Exchange Act of 1934, on June 23, 1992, File No. 1-973. 3a(4) - Certificate of Amendment of Restated Certificate of Incorporation of the Registrant dated March 11, 1993 establishing the 5.97% Cumulative Preferred Stock as a series of the Preferred Stock of the Registrant, filed by the Registrant with Registrant's Current Report on Form 8-A under the Securities Exchange Act of 1934, on March 17, 1993, File No. 1-973. 3a(5) - Certificate of Amendment of Restated Certificate of Incorporation of the Registrant dated January 27, 1994 establishing the 6.92% Cumulative Preferred Stock and 6.75% Cumulative Preferred Stock -- $25 Par as series of the Preferred Stock of the Registrant. 4(a)(1) Supplemental Indenture between the Registrant and First Fidelity Bank, National Association, New Jersey, Trustee, dated February 1, 1994 providing for the issuance of $50,000,000 principal amount of First and Refunding Mortgage Bonds, Pollution Control Series O due February 1, 2032. 99(a) - "Description of the New Preferred Stock" contained in Prospectus dated December 8, 1993 filed in accordance with Rule 424(b)(3) on December 9, 1993. 99(b) - "Certain Terms of the New Preferred Stock -- $25 Par" applicable to the New Preferred Stock -- $25 Par, contained in Prospectus Supplement dated January 27, 1994, filed in accordance with Rule 424(b)(5) on January 28, 1995. 3 SIGNATURE ---------- Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. PUBLIC SERVICE ELECTRIC AND GAS COMPANY --------------------------------------- (Registrant) By FRANCIS J. RIEPL --------------------------------------- Francis J. Riepl Vice President and Treasurer Public Service Electric and Gas Company 4 Dated: February 3, 1994 EX-3 2 EX-3A(1) ============================================================================= F I L E D APR 17 1986 JANE BURGIO Secretary of State RESTATED CERTIFICATE OF INCORPORATION of PUBLIC SERVICE ELECTRIC AND GAS COMPANY Pursuant to Section 14A:9-5 of the New Jersey Business Corporation Act Effective May 1, 1986 ============================================================================= RESTATED CERTIFICATE OF INCORPORATION OF PUBLIC SERVICE ELECTRIC AND GAS COMPANY Pursuant to Section 14A:9-5 of the New Jersey Business Corporation Act ------------------ Public Service Electric and Gas Company, a corporation organized and existing under the law of the State of New Jersey (hereinafter called the "corporation"), restates and integrates its Certificate of Incorporation (heretofore embodied in its Restated Certificate of Incorporation dated May 14, 1982, as amended), effective May 1, 1986, to read in full as herein set forth. ARTICLE I. The name of the corporation is Public Service Electric and Gas Company. ARTICLE II. The address of the corporation's current registered office is 80 Park Plaza, Newark, New Jersey 07101, and the name of its current registered agent is Robert S. Smith. ARTICLE III. The corporation shall have and possess and may use, exercise and enjoy all the rights, powers, privileges and franchises heretofore possessed and enjoyed by it, including without limitation the rights, powers, privileges and franchises of Public Service Electric Company, United Electric Company of New Jersey and Public Service Gas Company, the parties to the Agreement of Merger and Consolidation filed in the office of the Secretary of the State of New Jersey on July 25, 1924, forming the corporation, and all the rights, powers, privileges and franchises of every other corporation to which the corporation has succeeded by merger, consolidation, purchase, lease or otherwise, and in addition thereto the corporation may engage in any activity within the purposes for which corporations may be organized under the New Jersey Business Corporation Act, as from time to time amended or supplemented. ARTICLE IV. The aggregate number of shares which the corporation shall have authority to issue is: 7,500,000 shares of Preferred Stock of the par value of $100 each (hereinafter called Preferred Stock), and 10,000,000 shares of Preferred Stock - - $25 Par of the par value of $25 each (hereinafter called Preferred Stock - $25 Par), both issuable in series as hereinafter provided in subdivision 1 of Article V, and 150,000,000 shares of Common Stock without nominal or par value. The Preferred Stock and the Preferred Stock - $25 Par shall rank equally with no preference or priority of the Preferred Stock over the Preferred Stock - - $25 Par or of the Preferred Stock - $25 Par over the Preferred Stock with respect to dividends and distribution of assets upon liquidation, dissolution or winding up of the corporation. ARTICLE V. The designation of each class and series of stock of the corporation, and the relative rights, preferences and limitations of the shares of each class and series, to the extent that such designations, relative rights, preferences and limitations have been determined, are as follows: 1. PREFERRED STOCK AND PREFERRED STOCK - $25 PAR: The Board of Directors of the corporation shall have power by resolution to divide the authorized Preferred Stock and Preferred stock - $25 Par into and cause each f said classes to be issued in one or more series, and with respect to each series so established, and prior to the issue thereof, to fix and determine a distinguishing designation therefore and (i) the rate of dividends payable thereon and the date from which such dividends shall be cumulative on all shares of such series issued on or before the record date for initial dividends on shares of such series, (ii) the price, if any, at which shares of such series may be redeemed, (iii) the amount which shall be paid to the holders thereof on voluntary liquidation or dissolution of the corporation, (iv) the terms and amount of any sinking fund provided for the purchase or redemption thereof, and (v) the terms and conditions, if any, upon which the holders thereof may convert the same into shares of Common Stock. All series of the Preferred Stock shall rank equally and be alike in all respects except for the variations and difference between series herein expressly provided for, and all series of the Preferred Stock - $25 Par shall rank equally and be alike in all respects except for the variations and differences between series herein expressly provided for. The Board of Directors is hereby authorized (i) to amend this Certificate of Incorporation from time to time to accomplish the division of the authorized Preferred Stock and of the authorized Preferred Stock - $25 Par into series, the determination of the designation and number of shares of each series and the determination of the relative rights, preferences and limitations of the shares of each series, to the extent specified in this subdivision 1, and (ii) to change the designation or number of shares, or the relative rights, preference and limitation of the shares, of any theretofore established series no shares of which have been issued. If any dividends or the amounts payable on liquidations or dissolution shall not be paid in full upon all shares of the Preferred Stock and of the Preferred Stock - $25 Par of all series shall participate ratably in the payment of such dividends in proportion to the sums which would be payable thereon if all dividends thereon were paid in full, and in case of liquidation or dissolution of the corporation, in proportion to the sums which would be payable on such liquidations or dissolution is all sums payable thereon to holders of all shares of the Preferred Stock and of the Preferred Stock - $25 Par were discharged in full. (a) Dividends. The holders of shares of the Preferred Stock and of the Preferred Stock - $25 Par of each series shall be entitled to receive, and the corporation shall be obliged to pay, but only when and as declared by the Board of Directors, and only out of its earned surplus, cash dividends thereon, at such rate per share per annum for each particular series as shall have been fixed as aforesaid by the Board of Directors, and no more, payable quarterly, with respect to each calendar quarterly period, on or prior to the last day of each such calendar quarterly period, to wit, the last day of each March, June, September, and December. Dividends on each share of each series of the Preferred Stock and of the Preferred Stock - $25 Par shall be cumulative from the first day of the calendar quarterly dividend period in which such share is issued, except that (i) if a share of any series is issued in a calendar quarterly dividend period after the record date fixed for determining the holders of shares of such series entitled to the dividend payable thereon for such period, dividends on such shares shall be cumulative from the end of such period, and (ii) dividends on shares of any series issued on or before the record date for the initial dividend on shares of such series shall be cumulative from such date as shall be fixed by the Board of Directors as aforesaid. Subject to provisions hereinafter contained in this Article V, all additional earned surplus of the corporation may be divided among and paid the holders of Common Stock. (b) Restrictions on Dividends on and Purchase of Junior Stock. So long as any of the Preferred Stock or any of the Preferred Stock - $25 Par shall remain outstanding, no divided (other than dividends payable in shares of Common Stock) shall be paid on or set apart for the Common Stock, nor shall any shares thereof be purchased, redeemed, or otherwise acquired by the corporation or any subsidiary thereof (other than shares acquired without cost to the corporation or such subsidiary) unless (i) all dividends on all outstanding shares of the Preferred Stock and of the Preferred Stock - $25 Par for all past quarterly dividend periods shall have been paid and full dividends thereon for the then current quarterly dividends period declared and a sum sufficient for the payment thereof set apart; (ii) the corporation shall not be in arrears in respect of any sinking fund provided for the purchase or redemption of any series of the Preferred Stock or of the Preferred Stock - $25 Par; and (iii) after giving effect to the payment of such dividends or such purchase, redemption, or other acquisition, the capital of the corporation represented by its Common Stock, together with its surplus as then stated on its books of account, shall in the aggregate exceeds the aggregate of the amounts payable on involuntary liquidation or dissolution of the corporation in respect of all shares of Preferred Stock and of the Preferred Stock - $25 Par then outstanding. (c) Corporate Action Requiring Consent of Holders of Preferred Stock. (i) Without the consent of the holders of at least two-thirds of the shares of the Preferred Stock and the Preferred Stock - $25 Par at the time outstanding, voting as a single class, given in person or by proxy at a meeting of stockholders called for the purpose, the corporation shall not issue any shares of the Preferred Stock or the Preferred Stock - $25 Par unless (A) the net earnings of the corporation available for payment interest charges, determined in accordance with sound accounting practice after provision for all taxes, for 12 consecutive calendar months out of the 15 calendar months immediately preceding the month in which such additional shares are to be issued, shall have been equal to at least 1 1/2 times the aggregate of the annual interest requirements on all its indebtedness to be outstanding immediately after the issuance of such shares and the annual dividend requirements on all Preferred Stock and Preferred Stock - $25 Par to be then outstanding; and (B) the capital of the corporation represented by its Common Stock, together with its surplus as then stated on its books of account, shall in the aggregate exceed the aggregate of the amounts payable on involuntary liquidations or dissolution of the corporation in respect of all shares of its Preferred Stock and Preferred Stock - $24 Par to be outstanding immediately after the issuance of such additional shares. For the purposes of this subdivision (c)(i), (aa) no indebtedness which shall have been duly called for redemption shall be deemed outstanding, and (bb) the certificate of any certified or public accountant of recognized standing, selected in good faith by the Board of Directors, shall be conclusive evidence of the amount of the aggregate net earnings of the corporation earned during any period. (ii) (A) So long as any of the Preferred Stock shall be outstanding, the corporation shall not, without the consent of the holders of at least two-thirds of the shares of the Preferred Stock at the time outstanding, given in person or by proxy at a meeting of stockholders called for the purpose, adopt any amendment to its Certificate of Incorporation which would (aa) create or authorize any class of stock ranking prior to or equally with the Preferred Stock with respect to payment of dividends or distribution on liquidation or dissolution, or (bb) adversely affect the rights or preferences of the holders of any shares of the Preferred Stock, provided, that if any such amendment shall so affect the rights or preferences of the holders of shares of one or more series but less than all series of the Preferred Stock at the time outstanding, the consent of the holders of at least two-thirds of the outstanding shares of each series so affected shall be required, in lieu of the consent of the holders of two-thirds of all shares of the Preferred Stock, and provided further, that no consent of the holders of the Preferred Stock shall be required in the case of any increase in the amount of authorized Preferred Stock or Preferred Stock - $25 Par of the corporation. (B) So long as any of the Preferred Stock - $25 Par shall be outstanding, the corporation shall not, without the consent of the holders of at least two-thirds of the shares of the Preferred Stock - $25 Par at the time outstanding, given in person or by proxy at a meeting of stockholders called for the purpose, adopt any amendment to its Certificate of Incorporation which would (aa) create of authorize any class of stock ranking prior to or equally with the Preferred Stock - $25 Par with respect to payment of dividends or distribution on liquidation or dissolution, or (bb) adversely affect the rights or preferences of the holders of any shares of the Preferred Stock - $25 Par, provided, that if any such amendment shall so affect the rights or preferences of the holders of shares of one or more series but less than all series so affected shall be required, in lieu of the consent of the holders of two-thirds of all share of the Preferred Stock - $25 Par, and provided further, that no consent of the holders of the Preferred Stock - $25 Par shall be required in the case of an increase in the amount of authorized Preferred Stock or Preferred Stock - $25 Par of the corporation. (iii) (A) So long as any of the Preferred Stock shall be outstanding, corporation shall not, without the consent of the holders of at least a majority of the shares of the Preferred Stock at the time outstanding, given in person or by proxy at a meeting of stockholders called for the purpose, consolidate or merge with or into any other corporation or corporations, unless none of the rights or preferences of the holders of the Preferred Stock will be adversely affected thereby and unless the corporation resulting therefrom will have outstanding immediately after such consolidation or merged no class of stock, except the Preferred Stock - $25 Par, ranking prior to or equally with the Preferred Stock with respect to payment of dividends or distribution on liquidation or dissolution. (B) So long as any of the Preferred Stock - $25 Par shall be outstanding, the corporation shall not, without the consent of the holders of at least a majority of the shares of the Preferred Stock - $25 Par outstanding, given in person or by proxy at a meeting of stockholders called for the purpose, consolidate or merge with or into any other corporation or corporations, unless none of the rights or preferences of the holders of the Preferred Stock - $25 Par will be adversely affected thereby and unless the corporation resulting therefrom will have outstanding immediately after such consolidation or merger no class of stock, except the Preferred Stock, ranking prior to or equally with the Preferred Stock - $25 Par with respect to payment of dividends or distribution on liquidation or dissolution. (d) Voting Rights. Except as herein expressly provided to the contrary or as otherwise required by law, all voting rights in the corporation shall be vested exclusively in the holders of Common Stock, and the holders of the Preferred Stock and the holders of the Preferred Stock - $25 Par shall have no right to vote at or to participate in any meeting of the stockholders of the corporation or to receive any notice of any such meeting. At any meeting of the stockholders of the corporation at which the holders of Preferred Stock and the holders of Preferred Stock - $25 Par shall be entitled to vote as a single class, the holders of Preferred Stock shall be entitled cast one vote for each share of Preferred Stock held and the holders of Preferred Stock - $25 par shall be entitled to cast 1/4 vote for each share of Preferred Stock - $25 Par held. So long as any of the Preferred Stock or Preferred Stock - $25 Par shall be outstanding, if dividends upon any shares of Preferred Stock or Preferred Stock - $25 Par shall be in arrears to an amount equal to the annual dividend thereon, the holders of the Preferred Stock and the holders of the Preferred Stock - $25 Par shall become entitled, to the extent hereinafter provided, to vote at all elections of directors for the corporation and to receive notice of all stockholders' meetings to the held for such purpose. At such meetings the holders of the Preferred Stock and the holders of the Preferred Stock - $25 Par, voting as a single class separately from the holders of the Common Stock, shall be entitled to elect as members of the Boards of Directors the smallest number of directors which will be more than one-half of the total number of directors, and all other directors of the corporation shall be elected by the holders of Common Stock, voting separately as a single class. Such voting rights of the holders of Preferred Stock and the holders of Preferred Stock - $25 Par to elect directors shall continue until all the accumulated and unpaid dividends on the Preferred Stock and the Preferred Stock - $25 Par shall have been paid, where upon all such voting rights shall cease, subject to being again revived from time to time upon the recurrence of the conditions described above as giving rise thereto. At any time after the accrual to the holders of Preferred Stock and the holders of Preferred Stock - $25 Par of such voting rights to elect directors, a special meeting of the stockholders of the corporations for the purpose of electing directors shall be held on not less than 30 days' notice upon call of the Secretary of the corporation at the written request of any holder of shares of Preferred Stock or Preferred Stock - $25 Par at the time outstanding, or, if the Secretary should fail or neglect to call such meeting within 30 days after receipt of such request, then upon call by any such holder. Upon the convening of any such special meeting at which a quorum of holders of Preferred Stock and Preferred Stock - $25 Par is present, the terms of office of all directors for the corporation shall terminate. So long as the holders of Preferred Stock and Preferred Stock - $25 Par are entitled hereunder to such voting rights to elect directors, any vacancy in the Board of Directors caused by the death or resignation of any director elected by the holders of Preferred Stock and Preferred Stock - $25 Par, and any such vacancies, if any, as the holders of Preferred Stock and Preferred Stock - $25 Par shall be entitled to fill upon any increase in the number of directors of the corporation shall, until the next meeting of stockholders for the election of directs, in each case be filled by majority vote of the remaining or other directors elected by the holders of Preferred Stock and Preferred Stock - $25 Par. Upon the termination of such voting rights of the holders of Preferred Stock - $25 Par, the terms of office of all persons who shall have been elected directors of the corporation by vote of such holders, or by vote of the directors elected by such holders, shall forthwith terminate, and the vacancies thereby created may be filled by majority vote of the remaining directors, though less than a quorum. (e) Redemption. The corporation, at the option of its Board of Directors, may at any time or from time to time redeem all or any of the outstanding shares of all or any series of Preferred Stock or Preferred Stock - $25 for which a redemption price shall have been fixed by the Board of Directors as aforesaid, upon payment in cash, in respect of the shares so redeemed, of the redemption price fixed as aforesaid in respect of the series of which such shares shall constitute a part, plus an amount equal to all accumulated and unpaid dividends thereon to the date of redemption, whether or not such dividends shall have been thereon to the date of redemption, whether or not such dividends shall have been earned or declared (such price, together with an amount equal to all such accumulated and unpaid dividends, being hereinafter called the "redemption price"). In lieu of such payment, the corporation may deposit the redemption price of the shares to be redeemed on or prior to the date of redemption with such bank or trust company in the Borough of Manhattan, City and State of New York, or in the City of Newark, State of New Jersey having a capital and surplus of not less than $5,000,000, as may be designated by the Board of Directors, in trust, for immediate payment on or after the date of such deposit (without awaiting the date of redemption) to the holders of the shares of Preferred Stock or Preferred Stock - $25 Par then to be redeemed upon surrender of the stock certificates representing the same. If less than all the outstanding shares of any series of Preferred Stock or Preferred Stock - $25 Par shall be so redeemed, the particular shares to be redeemed shall be selected by lot. Notice of any such redemption, and of any such deposit made or to be made of such redemption price, shall be mailed to each holder of shares so to be redeemed, at his address registered with the corporation, not less than 30 days prior to the date of redemption, and if less than all of the shares owned by any stockholder are to be redeemed, the notice shall specify the number of shares thereof which are to be redeemed. Such notice having been so given, or irrevocable written authority to such depository forthwith to give such notice having been given at the time of the making of the deposit provided for herein, all rights of the respective holders of such shares as stockholders of the corporation by reason of the ownership of such shares, except the right to receive the redemption price thereof upon presentation and surrender of their respective certificates therefore, shall cease on the date of redemption (unless default shall be made by the corporation in providing moneys for the payment of the redemption price), or, if the redemption price shall have been deposited on or prior to the date of redemption as above permitted, on the date of such deposit. Any moneys so deposited which shall remain unclaimed by the holders of the shares so called for redemption at the end of two years after the date of redemption shall be paid by such depository to the corporation, after which the holders of such shares shall look only to the corporation, after which the holders of such shares shall look only to the corporation for payment of the redemption price thereof, without interest. No shares of Preferred Stock or Preferred Stock - $25 Par may be so redeemed by the corporation while its is in arrears in the payment of dividends payable on any shares of Preferred Stock or Preferred Stock - $25 Par. All shares of Preferred Stock and Preferred Stock - $25 Par redeemed by the corporation shall be cancelled and upon such cancellation shall be restored the status of authorized but unissued shares, not classified as to series. (f) Liquidation or Dissolution. On liquidation or dissolution of the corporation, before any payment or distribution shall be made to the holders of Common Stock, if such liquidation or dissolution be involuntary, the holders of each share of Preferred Stock of each series shall be entitled to be paid the sum of $100 per share, and the holder of each share of Preferred Stock - $25 Par, shall be entitled to be paid the sum of $25 per share or, if such liquidation or dissolution be voluntary, the holder of each share of Preferred Stock of each series and the holder of each share of Preferred Stock - $25 Par of each series shall be entitled to be paid the amount established by the Board of Directors in respect of the shares of such series, plus in each case an amount equal to all accumulated and unpaid dividends thereon to the date of such payment, whether or not such dividends shall have been earned or declared. After such payments shall have been made in full to all holders of Preferred Stock and all holders of Preferred Stock- $25 Par, they shall be entitled to no further payment or distribution. A consolidation of merger to which the corporation shall be a party shall not be deemed a liquidation or dissolution of the corporation within the meaning of this subdivision. (g) Series of Preferred Stock and Preferred Stock - $25 Par. (i) The designation and number of shares of each series of the Preferred Stock, and the relative rights, preferences and limitations of the shares of each such series, to the extent that the same have been determined by the Board of Directors and differ from the shares of each other series, are as follows: (A) 4.08% Cumulative Preferred Stock: 250,000 shares; rate of dividends 4.08%, cumulative from October 1, 1949 on all shares issued on or before record date for initial dividend; redemption price $103.00 per share, plus an amount equal to all accumulated and unpaid dividends thereon to the date of redemption. (B) 4.18% Cumulative Preferred Stock: 249,942 shares; rate of dividends 4.18%, cumulative from May 1, 1954 on all shares issued on or before record date for initial dividend; redemption price $103.00 per share, plus an amount equal to all accumulated and unpaid dividends thereon to the date of redemption. (C) 4.30% Cumulative Preferred Stock: 250,000 shares; rate of dividends 4.30%, cumulative from October 1, 1955 on shall shares issued on or before record date for initial dividend; redemption price $102.75 per share, plus an amount equal to all accumulated and unpaid dividends thereon to the date of redemption. (D) 5.05% Cumulative Preferred Stock: 250,000 shares; rate of dividends 5.28%, cumulative from December 1, 1958 on all shares issued on or before record date for initial dividend; redemption price $103.00 per share, plus an amount equal to all accumulated and unpaid dividends thereon to the date of redemption. (E) 5.28% Cumulative Preferred Stock: 250,000 shares; rate of dividends 5.28%, cumulative from December 1, 1960 on all shares issued on or before record date for initial dividend; redemption price $103.00 per share, plus an amount equal to all accumulated and unpaid dividends thereon to the date of redemption. (F) 6.80% Cumulative Preferred Stock: 250,000 shares; rate of dividends 6.80%, cumulative from December 14, 1967 on all shares issued on or before record date for initial dividend; redemption price $102.00 per share, plus an amount equal to all accumulated and unpaid dividends thereon to the date of redemption. (G) 9.62% Cumulative Preferred Stock: 350,000 shares; rate of dividends 9.62%, cumulative from June 25, 1970 on all shares issued on or before record date for initial dividend; redemption prices $104.50 per share if redeemed on or before June 30, 1986, and $102.00 per share if redeemed on or after July 1, 1986, plus in each case an amount equal to all accumulated and unpaid dividends thereon to the date of redemption. (H) 7.40% Cumulative Preferred Stock: 500,000 shares; rate of dividends 7.40%, cumulative from April 1, 1971 on all shares issued on r before record date for initial dividend; redemption price $101.00 per share, plus an amount equal to all accumulated and unpaid dividends thereon to the date of redemption. (I) 7.52% Cumulative Preferred Stock: 500,000 shares; rate of dividends 7.52%, cumulative from March 29, 1972 on all shares issued on or before record date for initial dividend; redemption price $101.00 per shares, plus an amount equal to all accumulative and unpaid dividends thereon to the date of redemption. (J) 8.08% Cumulative Preferred Stock: 150,000 shares; rate of dividends 8.08%, cumulative from April 13, 1972 on all shares issued on or before record date for initial dividend; redemption price $101.00 per share, plus an amount equal to all accumulated and unpaid dividends thereon to the date of redemption. (K) 7.80% Cumulative Preferred Stock: 750,000 shares; rate of dividends 7.80%, cumulative from October 26, 1972 on all shares issued on or before record date for initial dividend; redemption price $101.00 per share, plus an amount equal to all accumulated and unpaid dividends thereon to the date of redemption. (L) 7.70% Cumulative Preferred Stock: 600,000 shares; rate of dividends 7.70%, cumulative from March 22, 1973 on all shares issued on or before record date for initial dividend; redemption price $100.70 per share, plus an amount equal to all accumulated and unpaid dividends thereon to the date of redemption. (M) 8.16% Cumulative Preferred Stock: 300,000 shares; rate of dividends 8.16%, cumulative from September 15, 1977 on all shares issued on or before record date for initial dividend; redemption prices $106.86 per share if redeemed on or before September 30, 1987, $104.82 per share if redeemed thereafter September 30, 1992, and $100.74 per share if redeemed on or after October 1, 1992, plus in each case an amount equal to all accumulated and unpaid dividends thereon to the date of redemption. (N) 12.80% Cumulative Preferred Stock: 350,000 shares; rate of dividends 12.80%, cumulative from September 15, 1982 on all shares issued on or before record date for initial dividend; redemption prices $112.80 per share if redeemed on or before September 30, 1987, $109.60 per share if redeemed thereafter but on or before September 30, 1997, and $100.00 per share if redeemed on or after October 1, 1997, plus in each case an amount equal to all accumulated and unpaid dividends thereon to the date of redemption; provided, however, that prior to October 1, 1987, none of the shares of such series may be redeemed, directly or indirectly from the proceeds of, or in anticipation of, any refunding of shares of such series through the incurring of debt, or through the issuance of preferred stock ranking equally with or prior to the shares of such series as to dividends or on liquidation, where such debt has an Interest Cost to the corporation, or such preferred stock has a Dividend Cost to the corporation, of less than the Dividend Cost to the corporation, upon not less than 30 days' notice, and substantially in the manner provided in subdivision 1 (e) of Article V, except as otherwise limited by applicable law, and as there shall be outstanding any shares of such series, (a) shall redeem 17,500 shares of such series on September 30 in each year commencing on September 30, 1988, or such lesser number of shares as shall be outstanding on any such September 30 (the "mandatory portion"), and (b) may redeem up to an additional 17,500 shares of such series on each such September 30, at the price of $100.00 per share, plus an amount equal to all accumulated and unpaid dividends thereon to the date of redemption; provided, however, that such right to redeem and additional 17,500 shares of such series on any such September 30 shall not be cumulative and shall be lost to the extent not exercised on any such September 30, provided further, that no shares of such series may be redeemed through the operation of the Sinking Fund while the corporation is in arrears in the payment of dividends payable on any shares of preferred stock; provided further, that notwithstanding the fact that, in accordance with the last paragraph of said subdivision 1(e) of Article V, upon redemption, the shares of such series shall be cancelled and upon such cancellation shall be restored to the status of authorized but unissued shares, not classified as to series, the corporation shall be allowed, at its election, a credit against the mandatory portion of the Sinking Fund for the shares of such series which the corporation may have purchased, acquired or redeemed (other than through the operation of the Sinking Fund) which have not theretofore been used for the purpose of any such credit; and provided further, that the mandatory portion of the Sinking Fund shall be cumulative and that if for any reason the corporation shall fail to purchase, redeem or otherwise acquire during any twelve-month period a sufficient number of shares of such series to satisfy the mandatory portion of the sinking Fund due on any September 30, or shall not have credit available therefor, then, and in such event, the Restrictions on Dividends on and Purchase of Junior Stock set forth in subdivision 1(b) of Article V shall be operative unit such deficit shall be made up. (O) 11.62% Cumulative Preferred Stock: 300,000 shares; rate of dividends 11.62%, cumulative from August 16, 1983 on all shares issued on or before record date of initial dividend; redemption prices $111.62 per share if redeemed on or before August 31, 1988, $108.72 per share if redeemed thereafter but on or before August 31, 19993, $105.81 per share if redeemed thereafter but on or before August 31, 1998, and $100.00 per share if redeemed on or after September 1, 1998, plus in each case an amount equal to all accumulated and unpaid dividends thereon to the date of redemption; provided, however, that prior to September 1, 1988, none of the shares of such series may be redeemed, directly or indirectly form the proceeds of, or in anticipation of, any refunding of shares of such series through the incurring of debt, or through the issuance of preferred stock ranking equally with or prior to the shares of such series as to dividends or on liquidation, where such preferred stock has a Dividend Cost to the corporation, or less than the Dividend Cost to the corporation of the shares of such series; there shall be a sinking fund ("Sinking Fund") under which the corporation, upon not less than 30 days' notice, and substantially in the manner provided in subdivision 1(e) of Article V, except as otherwise limited by applicable law, and as long as there shall be outstanding any shares of such series, (a) shall redeem 15,000 shares of such series on September 30 in each year commencing on September 30, 1989, or such lesser number of shares as shall be outstanding on any such September 30, 1989, or such less number of shares as shall be outstanding on any such September 30 (the "mandatory portion:), and (b) may redeem up to an additional 15,000 shares of such series on each such September 30, at the price of $100.00 per share, plus an amount equal, to all accumulated and unpaid dividends thereon to the date of redemption; provided, however, that such right to redeem an additional 15,000 shares of such series on any such September 30 shall not be cumulative and shall be lost to the extent not exercised o any such September 30, provided further, that no shares of such series may be redeemed through the operation of the Sinking Fund while the corporation in in arrears in payment of dividends payable on any shares of preferred stock; provided further, that notwithstanding the fact that, in accordance with the last paragraph of said subdivision 1(e) of Article V, upon redemption, the shares of such series shall be cancelled and upon such cancellation shall be restored to the status of authorized but unissued shares, not classified as to series, the corporation shall be allowed, at its election, a credit against the mandatory portion of the Sinking Fund of the shares of such series which the corporation of the Sinking fund for the shares of such series which the corporation may have purchase, acquired or redeemed (other than through the operation of the Sinking Fund) which have not theretofore been used for the purpose of any such credit; and provided further, that the mandatory portion corporation shall fail to purchase, redeem or otherwise acquire during any twelve-month period a sufficient number of shares of such series to satisfy the amendatory portion of the Sinking fund due on any September 30, or shall not have a credit available therefor, then, and in such event, the Restriction on Dividends on and Purchase of Junior Stock set forth in subdivision 1(b) of Article V shall be operative until such deficit shall be made up. For the purpose of this subdivision (g)(i), the term "Interest Cost to corporation" shall mean the yield to stated maturity of the debt at the price to be received by the corporation therefor, computed in accordance generally accepted financial practice, and the term "Dividend Cost to the corporation" shall mean the percentage yield of the stock obtained by dividing the annual dividend rate per share by the net proceeds per share received or to be received by the corporation. (ii) The designation and number of shares of each series of the Preferred Stock-$25 Par, and the relative rights, preferences and limitations of the shares of each series, to the extent that the same have been determined by the Board of Directors and differ from the share so f each other series, are as follows: (A) 9.75% Cumulative Preferred Stock-$25 Par: 1,600,000 shares; rate of dividends 9.75%, cumulative from December 23, 1975 on all shares issued on or before record date for initial dividend; redemption prices $25.75 per share if redeemed on or before December 3,1 990, and $25.25 per share if redeemed on or after January 1, 1991, plus in each case an amount equal to all accumulated and unpaid dividends thereon to the date of redemption. (B) 8.70% Cumulative Preferred Stock-$25 Par: 2,000,000 shares; rate of dividends 8.70%, cumulative from September 16, 1976 on all shares issued on or before record date for initial dividend; redemption price $26.50 per share if redeemed on or before September 30, 1986, $25.75 per share if redeemed thereafter but on or before September 39, 1991, and $26.26 per share if redeemed on or after October1, 11991, plus in each case an amount equal to all accumulated and unpaid dividends thereon to the date of redemption. For each series of Preferred Stock and Preferred Stock-$25 Par described above in this subdivision (g), the amount payable on voluntary liquidation or dissolution is the redemption price in effect at the date of liquidation or dissolution, plus an amount equal to all accumulated and unpaid dividends to the date of payment, whether or not earned or declared. 2. PRE-EMPTIVE RIGHTS: No holder of shares of stock of any class of the corporation shall be entitled as of right to subscribe for, purchase, or receive any part of any new or additional issue of any class of stock of the corporation or any bonds, debentures, or other securities convertible into Common Stock, in any manner either than by a public offering by competitive bidding or by an offering to or through underwriters or investment bankers who shall have agreed to make a public offering thereof promptly or by a plan for the benefit of employees of the corporation or any subsidiary thereof, without first offering the same to the holders of Common stock then outstanding. 3. RESTRICTION OF DIVIDENDS: No dividends shall be paid on any shares of any class of stock of .the corporation except out of its earned surplus. 4. CUMULATIVE VOTING At all elections of directors each holder of Common Stock shall be entitled to as many votes as shall equal the number of his shares of Common Stock multiplied by the number of directors to be elected, and the stockholder may cast all of such votes for a single director or may distribute them among the number to be voted for, or any two or more of them as he may see fit: provided that whenever holders of Preferred Stock and holders of Preferred Stock-$25 Par, voting separately as a single class, are entitled to elect directors, (i) each holder of Preferred Stock shall be entitled to as many votes as shall equal the number of his shares of stock, and each holder of Preferred Stock-$25 Pat shall be entitled to as many votes as shall equal one-fourth the number of his shares of stock, in each case multiplied by the number of directors to be elected by the holders of Preferred Stock and the holders of Preferred Stock-$25 Par, and (ii) each number of his shares of stock, multiplied by the number of directors to be elected by the holders of Common Stock. 5. CERTAIN VOTING REQUIREMENTS: Except as otherwise required by law or this Certificate of Incorporation, action by the stockholders to adopt a proposed amendment to this Certificate of Incorporation or to approve a proposed plan of merger or consolidation involving the corporation or to approve a proposed sale, lease, exchange or other disposition of all, or substantially all, the assets of the corporation, if not in the usual and regular course of its business as course of its business as conducted by it, or to dissolve, may be taken by the affirmative vote of a majority of the votes case by the holders of stock of the corporation entitled to vote thereon and, in addition, if any class or series of stock is entitled to vote thereon and, in addition, if any class or series of stock is entitled to vote thereon as a class, by the affirmative vote of a majority f the votes case in each class vote. ARTICLE VI. 1. INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES: The corporation shall indemnify to the full extent from time to time permitted by law any person made, or threatened to be made, a party to any pending, threatened or compiled civil, criminal, administrative or arbitrative action, suit or proceeding and any appeal therein (and any inquiry or investigation which could lead to such action, suit or proceeding) by reason of the fact that he is or was a director, officer or employee of the corporation or serves or served any other enterprise as director, officer or employee at the requires of the corporation. Such right of indemnification shall inure to the benefit of the legal representative of any such person. 2. CHANGE IN NUMBER OF DIRECTORS, FILLING NEWLY CREATED DIRECTORSHIP: Except as may be otherwise required by Article V if this Certificate of Incorporation, the number of directors at any time may be increased or (in the event of any existing vacancy) diminished by vote of the Board of Directors, and in case of any such increase the Board of Directors shall have power to elect each such additional director to hold office until the next succeeding annual meeting of stockholders and until his successor shall have been elected and qualified. 3. REMOVAL AND SUSPENSION OF DIRECTORS: The Board of Directs, by the affirmative vote of a majority of the directors in office, may remove a director or directors of or cause where, in the judgement of such majority, the continuation of the director of directors in office would be harmful to the corporation and may suspend the director or directors for a reasonable period pending final determination that cause exists for such removal. 4. QUORUM OF STOCKHOLDERS: At any meeting of the stockholders of the corporation, the holders of stock entitled to case a majority of the votes at the meeting present in person or represented by proxy, shall constitute a quorum of the stockholders for all purposes unless the representation of a larger number shall be required by law, and in that are the representation of the number so required shall constitute a quorum. If the holders of the amount of stock necessary to constitute a quorum shall fail to attend in person or by proxy at the time and place fixed for any meeting of stockholders, the meeting may be adjourned from time to time by the vote of a majority of the votes cast by the holders of stock present in person or represented by proxy at such meeting,without notice other than by announcement at the meeting, and at any such adjourned meeting held more than one week after such time the holders of stock entitled to cast 40% of the votes at such meeting, present in person or represent by proxy, shall constitute a quorum of the stockholders for all purposes unless the representation of a larger number shall be required by law, and in that case the representation of the number so required shall constitute a quorum. At any such adjourned meeting, whenever held, at which a a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally called. In any case where the holders of Preferred Stock and the holders of Preferred Stock-$25 Par are entitled to vote separately as a single class, or the holders of Common Stock are entitled to vote separately as a single class, meetings of search such class may be held and adjourned (by the vote of a majority of the votes cast by the holders of stock of such class present in person or represented by proxy at such meeting) without notice other than by announcement at the meeting, separately or together, and quorums of each such class at any meeting or adjourned meeting thereof shall be the same percentage of the votes entitled to be cast by the stockholders of such class as is herein above required for a quorum of stockholders of the corporation entitled to vote at a meeting or adjourned meeting as the case may be. ARTICLE VII The number of directors constituting the current Board of Directors of the corporation is 13. The names and addresses of the directors constituting its current Board of Directors are as follows: Dr. James R. Cowan ........... 15 South Ninth Street Newark, New Jersey 07107 T.J. Dermont Dunphy .......... Park 80 Plaza East Saddle Brook, New Jersey 07662 Robert R. Ferguson, Jr. ..... 550 Broad Street Newark, New Jersey 07102 Irwin Lerner ................. Hoffmann-La Roche Inc. Nutley, New Jersey 07110 William E. Marfuggi .......... 1 Victory Plaza Newark, New Jersey 07102 Marilyn M. Pfaltz ............ 118 Prospect Street Summit, New Jersey 07901 James C. Pitney .............. 163 Madison Avenue Morristown, New Jersey 07960 Dr. Kenneth C. Rogers ........ Stevens Institute of Technology Hoboken, New Jersey 07030 Verdell L. Roundtree ......... 609 Belvidere Avenue Plainfield, New Jersey 07062 Robert I. Smith .............. 9 Holly Banks Lane West Dunes Beach Haven New Jersey Harold W. Sonn ............... 80 Park Plaza Newark, New Jersey 07101 Robert V. Van Fossan ......... 520 Broad Street Newark, New Jersey 07101 Josh S. Weston ............... One ADP Boulevard Roseland, New Jersey 07068 In WITNESS WHEREOF, Public Service Electric and Gas Company has caused this Restated Certificate Incorporation to be duly executed this 17th day of April, 1996. PUBLIC SERVICE ELECTRIC AND GAS COMPANY HAROLD W. SONN BY ________________________ (HAROLD W. SONN) Chairman of the Board, President and Chief Executive Officer Attest: MARION F. REYNOLDS Marion F. Reynolds (Assistant Secretary) (CORPORATE SEAL) EX-3 3 EX-3A(2) EXHIBIT 3A(2) FILED FEB 18 1987 JANE BURGIO SECRETARY OF STATE CERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION OF PUBLIC SERVICE ELECTRIC AND GAS COMPANY Public Service Electric and Gas Company, a New Jersey Corporation, does hereby certify, pursuant to Subsection 14A:9-4(3) of the New Jersey Business Corporation Act, as amended, that: (1) The name of this Corporation is "Public Service Electric and Gas Company". (2) The Restated Certificate of Incorporation of Public Service Electric and Gas Company has been amended to add a new Section 5 to Article VI to read as follows: "5. Limitation of Liability: To the full extent from time to time permitted by law, directors and officers of the corporation shall not be personally liable to the corporation of its shareholders for damages for breach of any duty owed to the corporation or its shareholders. No amendment or repeal of this provision shall adversely affect any right or protection of a director or officer of the corporation existing at the time of such amendment or repeal." (3) The date of adoption of the amendment described in paragraph 2 above, by the stockholder entitled to vote thereon, was February 17, 1987. (4) The number of shares entitled to vote on said amendment, all of which shares were cast in favor of said amendment, were 132,450,344 shares. In Witness whereof, said Public Service Electric and Gas Company has made this Certificate this 17th day of February, 1987. PUBLIC SERVICE ELECTRIC AND GAS COMPANY (Corporate Seal) By: E. JAMES FERLAND E. James Ferland Chairman of the Board President and Chief Executive Officer Attest: M. F. Reynolds Assistant Secretary EX-3 4 EX-3A(3) EXHIBIT 3a(3) - ---------------------------------------------------------------------------- - ---------------------------------------------------------------------------- FILED JUN 17 1992 DANIEL J. DALTON SECRETARY OF STATE CERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION OF PUBLIC SERVICE ELECTRIC AND GAS COMPANY ------------------------ ESTABLISHING 7.44% CUMULATIVE PREFERRED STOCK AS A SERIES OF THE PREFERRED STOCK. - --------------------------------------------------------------------------- - --------------------------------------------------------------------------- CERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION OF PUBLIC SERVICE ELECTRIC AND GAS COMPANY ------------------------ Public Service Electric and Gas Company, a New Jersey corporation, does hereby certify, pursuant to subsection 14A:7-2(4) of the New Jersey Business Corporation Act, that: (a) The name of this corporation is "Public Service Electric and Gas Company". (b) The following is a copy of resolutions of the Board of Directors of said corporation, amending the Restated Certificate of Incorporation of said corporation dated May 1, 1986, as amended, pursuant to subsections 14A:7-2(2) and 14A:7-2(3) of the New Jersey Business Corporation Act and subdivision 1 of Article V of said Restated Certificate of Incorporation: "Resolved, that a series of Preferred Stock of this Company, designated '7.44% Cumulative Preferred Stock' (hereinafter in these resolutions sometimes referred to as the 'New Preferred Stock'), and consisting of 750,000 shares of the par value of $100 each, be and the same is hereby created and established as a series within the 7,500,000 shares of Preferred Stock (Par Value $100 per share) of this Company presently authorized by this Company's Restated Certificate of Incorporation dated May 1, 1986, as amended, of which 4,299,942 shares are presently issued and outstanding; "Further Resolved, that the relative rights, preferences and limitations of the shares of the New Preferred Stock, in the respects in which the shares of such series vary from shares of other series of the Preferred Stock of this Company, are hereby determined to be as follows: (1) the annual rate of dividends payable on shares of such series shall be 7.44% and the date from which such dividends shall be cumulative on all shares of such series issued on or before the record date for the initial dividend thereon shall be June 23, 1992; (2) the prices at which shares of such series may be redeemed (other than through the operation of the Sinking Fund established in paragraph (4) below) shall be as follows: if redeemed on or before May 31, 1998, $ 103.72, if redeemed thereafter but on or before May 31, 1999, $ 102.98, if redeemed thereafter but on or before May 31, 2000, $ 102.24, if redeemed thereafter but on or before May 31, 2001, $ 101.49, if redeemed thereafter but on or before May 31, 2002, $ 100.75, and if redeemed thereafter, $ 100.00, plus in each case an amount equal to all accumulated and unpaid dividends thereon to the date of redemption; provided, however, that prior to June 1, 1997 none of the shares of such series may be redeemed; (3) the amount which shall be paid to the holders of shares of such series on voluntary liquidation or dissolution of this Company shall be the redemption price thereof established in paragraph (2) above in effect at the date of such liquidation or dissolution, plus an amount equal to all accumulated and unpaid dividends thereon to the date of such payment, whether or not such dividends shall have been earned or declared; and (4) there shall be a sinking fund (herein called the 'Sinking Fund') for the benefit of the shares of such series, under which, upon not less than 30 days' notice, and substantially in the manner provided in subdivision 1(e) of Article V of this Company's Restated Certificate of Incorporation, as amended, this Company, except as otherwise limited by applicable law and as long as there shall be outstanding any shares of such series, (a) shall redeem 37,500 shares of such series on June 1 in each year commencing on June 1, 2002, or such lesser number of shares as shall be outstanding on any such June 1 and (b) shall redeem the remaining shares of such series on June 1, 2007, each such redemption shall be made at the price of $100.00 per share, plus an amount equal to all accumulated and unpaid dividends thereon to the date of redemption; provided however, that no shares of such series may be redeemed through the operation of the Sinking Fund while the Company is in arrears in the payment of dividends payable on any shares of Preferred Stock of this Company; provided further, that notwithstanding the fact that, in accordance with the last paragraph of said subdivision 1(e) of Article V, upon redemption, the shares of such series shall be cancelled and upon such cancellation shall be restored to the status of authorized but unissued shares, not classified as to series, this Company shall be allowed, at its election, a credit against the Sinking Fund for shares of such series which this Company may have purchased, acquired or redeemed (other than through the operation of the Sinking Fund) which have not theretofore been used for the purpose of any such credit; and provided further, that the Sinking Fund shall be cumulative, and that if for any reason this Company shall fail to purchase, redeem or otherwise acquire during any twelve-month period a sufficient number of shares of such series to satisfy the Sinking Fund due on any June 1, or shall not have a credit available therefor, then, and in such event, the Restrictions on Dividends on and Purchase of Junior Stock set forth in subdivision 1(b) of Article V of this Company's Restated Certificate of Incorporation, as amended, shall be operative until such deficit shall be made up; "Further Resolved, that the Restated Certificate of Incorporation of this Company dated May 1, 1986, as amended, be and it hereby is amended so that the designation and number of shares of such series and the relative rights, preferences and limitations of such series, in the respects in which the shares of such series vary from shares of other series of the Preferred Stock of this Company, are as stated in these resolutions; and "Further Resolved, that the proper officers of this Company be and they hereby are authorized and directed to execute on behalf of this Company and to file in the office of the Secretary of State of the State of New Jersey a certificate of amendment to the Restated Certificate of Incorporation, as amended, of this Company setting forth a copy of these resolutions, as required by subsection 14A:7-2(4) of the New Jersey Business Corporation Act." (c) The foregoing resolutions were duly adopted by the Board of Directors of said corporation at a meeting duly called and held on June 16, 1992, at which a quorum was present and acting throughout. (d) The Restated Certificate of Incorporation of this corporation dated May 1, 1986, as amended, is further amended so that the designation and number of shares of the 7.44% Cumulative Preferred Stock of said corporation, and the relative rights, preferences and limitations of such series are as stated in said resolutions. IN WITNESS WHEREOF, said Public Service Electric and Gas Company has made this Certificate this 17th day of June, 1992. PUBLIC SERVICE ELECTRIC AND GAS COMPANY By R. EDWIN SELOVER (R. EDWIN SELOVER) (CORPORATE SEAL) Senior Vice President Attest: By LINDA J. DECIBUS (LINDA J. DECIBUS) Assistant Secretary EX-3 5 EX-3A(4) Exhibit 3a(4) - ------------------------------------------------------------------------------ - ------------------------------------------------------------------------------ CERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION OF PUBLIC SERVICE ELECTRIC AND GAS COMPANY ------------------------ ESTABLISHING 5.97% CUMULATIVE PREFERRED STOCK AS A SERIES OF THE PREFERRED STOCK. - ------------------------------------------------------------------------------ - ------------------------------------------------------------------------------ CERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION OF PUBLIC SERVICE ELECTRIC AND GAS COMPANY ------------------------ Public Service Electric and Gas Company, a New Jersey corporation, does hereby certify, pursuant to subsection 14A:7-2(4) of the New Jersey Business Corporation Act, that: (a) The name of this corporation is "Public Service Electric and Gas Company". (b) The following is a copy of resolutions of the Board of Directors of said corporation, amending the Restated Certificate of Incorporation of said corporation dated May 1, 1986, as amended, pursuant to subsections 14A:7-2(2) and 14A:7-2(3) of the New Jersey Business Corporation Act and subdivision 1 of Article V of said Restated Certificate of Incorporation: "Resolved, that a series of Preferred Stock of this Company, designated '5.97% Cumulative Preferred Stock' (hereinafter in these resolutions sometimes referred to as the 'New Preferred Stock'), and consisting of 750,000 shares of the par value of $100 each, be and the same is hereby created and established as a series within the 7,500,000 shares of Preferred Stock (Par Value $100 per share) of this Company presently authorized by this Company's Restated Certificate of Incorporation dated May 1, 1986, as amended, of which 5,049,942 shares are presently issued and outstanding; "Further Resolved, that the relative rights, preferences and limitations of the shares of the New Preferred Stock, in the respects in which the shares of such series vary from shares of other series of the Preferred Stock of this Company, are hereby determined to be as follows: (1) the annual rate of dividends payable on shares of such series shall be 5.97% and the date from which such dividends shall be cumulative on all shares of such series issued on or before the record date for the initial dividend thereon shall be March 17, 1993; (2) the prices at which shares of such series may be redeemed (other than through the operation of the Sinking Fund established in paragraph (4) below) shall be as follows: if redeemed on or before February 28, 1999 $ 102.99, if redeemed thereafter but on or before February 29, 2000 $ 102.39, if redeemed thereafter but on or before February 28, 2001 $ 101.80, if redeemed thereafter but on or before February 28, 2002 $ 101.20, 1 if redeemed thereafter but on or before February 28, 2003 $ 100.60, and if redeemed thereafter $ 100.00, plus in each case an amount equal to all accumulated and unpaid dividends thereon to the date of redemption; provided, however, that prior to March 1, 1998, none of the shares of such series may be redeemed; (3) the amount which shall be paid to the holders of shares of such series on voluntary liquidation or dissolution of this Company shall be the redemption price thereof established in paragraph (2) above in effect at the date of such liquidation or dissolution, plus an amount equal to all accumulated and unpaid dividends thereon to the date of such payment, whether or not such dividends shall have been earned or declared; and (4) there shall be a sinking fund (herein called the 'Sinking Fund') for the benefit of the shares of such series, under which, upon not less than 30 days' notice, and substantially in the manner provided in subdivision 1(e) of Article V of this Company's Restated Certificate of Incorporation, as amended, this Company, except as otherwise limited by applicable law and as long as there shall be outstanding any shares of such series, (a) shall redeem 37,500 shares of such series on March 1 in each year commencing on March 1, 2003, or such lesser number of shares as shall be outstanding on any such March 1 and (b) shall redeem the remaining shares of such series on March 1, 2008, each such redemption shall be made at the price of $100.00 per share, plus an amount equal to all accumulated and unpaid dividends thereon to the date of redemption; provided however, that no shares of such series may be redeemed through the operation of the Sinking Fund while the Company is in arrears in the payment of dividends payable on any shares of Preferred Stock of this Company; provided further, that notwithstanding the fact that, in accordance with the last paragraph of said subdivision 1(e) of Article V, upon redemption, the shares of such series shall be cancelled and upon such cancellation shall be restored to the status of authorized but unissued shares, not classified as to series, this Company shall be allowed, at its election, a credit against the Sinking Fund for shares of such series which this Company may have purchased, acquired or redeemed (other than through the operation of the Sinking Fund) which have not theretofore been used for the purpose of any such credit; and provided further, that the Sinking Fund shall be cumulative, and that if for any reason this Company shall fail to purchase, redeem or otherwise acquire during any twelve-month period a sufficient number of shares of such series to satisfy the Sinking Fund due on any March 1, or shall not have a credit available therefor, then, and 2 in such event, the Restrictions on Dividends on and Purchase of Junior Stock set forth in subdivision 1(b) of Article V of this Company's Restated Certificate of Incorporation, as amended, shall be operative until such deficit shall be made up; "Further Resolved, that the Restated Certificate of Incorporation of this Company dated May 1, 1986, as amended, be and it hereby is amended so that the designation and number of shares of such series and the relative rights, preferences and limitations of such series, in the respects in which the shares of such series vary from shares of other series of the Preferred Stock of this Company, are as stated in these resolutions; and "Further Resolved, that the proper officers of this Company be and they hereby are authorized and directed to execute on behalf of this Company and to file in the office of the Secretary of State of the State of New Jersey a certificate of amendment to the Restated Certificate of Incorporation of this Company, as amended, setting forth a copy of these resolutions, as required by subsection 14A:7-2(4) of the New Jersey Business Corporation Act." (c) The foregoing resolutions were duly adopted by the Board of Directors of said corporation at a meeting duly called and held on March 10, 1993, at which a quorum was present and acting throughout. (d) The Restated Certificate of Incorporation of this corporation dated May 1, 1986, as amended, is further amended so that the designation and number of shares of the 5.97% Cumulative Preferred Stock of said corporation, and the relative rights, preferences and limitations of such series are as stated in said resolutions. IN WITNESS WHEREOF, said Public Service Electric and Gas Company has made this Certificate this 11th day of March, 1993. PUBLIC SERVICE ELECTRIC AND GAS COMPANY By FRANCIS J. RIEPL .................................... (FRANCIS J. RIEPL) Vice President Attest: EDWARD J. BIGGINS, JR. ...................................... (EDWARD J. BIGGINS, JR.) Assistant Secretary 3 EX-3 6 EX-3A(5) Exhibit 3a(5) - ------------------------------------------------------------------------------ - ------------------------------------------------------------------------------ FILED JAN 27, 1994 LONNA R. HOOKS SECRETARY OF STATE CERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION OF PUBLIC SERVICE ELECTRIC AND GAS COMPANY ------------------------ ESTABLISHING THE 6.92% CUMULATIVE PREFERRED STOCK AND THE 6.75% CUMULATIVE PREFERRED STOCK AS SERIES OF THE PREFERRED STOCK. - ------------------------------------------------------------------------------ - ------------------------------------------------------------------------------ CERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION OF PUBLIC SERVICE ELECTRIC AND GAS COMPANY ------------------------ Public Service Electric and Gas Company, a New Jersey corporation, does hereby certify, pursuant to subsection 14A:7-2(4) of the New Jersey Business Corporation Act, that: (a) The name of this corporation is "Public Service Electric and Gas Company". (b) The following is a copy of resolutions of the Board of Directors of said corporation, amending the Restated Certificate of Incorporation of said corporation dated May 1, 1986, as amended, pursuant to subsections 14A:7-2(2) and 14A:7-2(3) of the New Jersey Business Corporation Act and subdivision 1 of Article V of said Restated Certificate of Incorporation: "Resolved, that a series of Preferred Stock of this Company, designated the '6.92% Cumulative Preferred Stock' (hereinafter in these resolutions sometimes referred to as the '6.92% Preferred Stock'), and consisting of 600,000 shares of the par value of $100 each, be and the same is hereby created and established as a series within the 7,500,000 shares of Preferred Stock (Par Value $100 per share) of this Company presently authorized by this Company's Restated Certificate of Incorporation dated May 1, 1986, as amended, of which 5,799,942 shares are presently issued and outstanding; Further Resolved, that the relative rights, preferences and limitations of the shares of the 6.92% Preferred Stock, in the respects in which the shares of such series vary from shares of other series of the Preferred Stock of this Company, are hereby determined to be as follows: (1) the annual rate of dividends payable on shares of such series shall be 6.92% and the date from which such dividends shall be cumulative on all shares of such series issued on or before the record date for the initial dividend thereon shall be February 3, 1994; (2) the prices at which shares of such series may be redeemed shall be as follows: if redeemed on or before January 31, 2005 $103.46 if redeemed thereafter, but on or before January 31, 2006, $103.12 if redeemed thereafter, but on or before January 31, 2007, $102.77 if redeemed thereafter, but on or before January 31, 2008, $102.43 if redeemed thereafter, but on or before January 31, 2009, $102.08 if redeemed thereafter, but on or before January 31, 2010, $101.73 if redeemed thereafter, but on or before January 31, 2011, $101.39 if redeemed thereafter, but on or before January 31, 2012, $101.04 if redeemed thereafter, but on or before January 31, 2013, $100.70 if redeemed thereafter, but on or before January 31, 2014, $100.35 and if redeemed thereafter $100.00 plus, in each case, an amount equal to all accumulated and unpaid dividends thereon to the date of redemption; provided, however, that prior to February 1, 2004, none of the shares of such series may be redeemed; (3) the amount which shall be paid to the holders of shares of such series on voluntary liquidation or dissolution of this Company shall be the redemption price thereof established in paragraph (2) above in effect at the date of such liquidation or dissolution, plus an amount equal to all accumulated and unpaid dividends thereon to the date of such payment, whether or not such dividends shall have been earned or declared; Further Resolved, that the Restated Certificate of Incorporation of this Company dated May 1, 1986, as amended, be and it hereby is amended so that the designation and number of shares of such series and the relative rights, preferences and limitations of such series, in the respects in which the shares of such series vary from shares of other series of the Preferred Stock of this Company, are as stated in these resolutions; and Further Resolved, that the proper officers of this Company be and they hereby are authorized and directed to execute on behalf of this Company and to file in the office of the Secretary of State of the State of New Jersey a certificate of amendment to the Restated Certificate ofIncorporation of this Company, as amended, setting forth a copy of these resolutions, as required by subsection 14A:7-2(4) of the New Jersey Business Corporation Act. Resolved, that a series of Preferred Stock of this Company, designated '6.75% Cumulative Preferred Stock' (hereinafter in these resolutions sometimes referred to as the '6.75% Preferred Stock'), and consisting of 600,000 shares of the par value of $25 each, be and the same is 2 hereby created and established as a series within the 10,000,000 shares of Preferred Stock --$25 Par of this Company presently authorized by this Company's Restated Certificate of Incorporation dated May 1, 1986, as amended, none of which is presently issued and outstanding; Further Resolved, that the relative rights, preferences and limitations of the shares of the New Preferred Stock, in the respects in which the shares of such series vary from shares of other series of the Preferred Stock of this Company, are hereby determined to be as follows: (1) the annual rate of dividends payable on shares of such series shall be 6.75% and the date from which such dividends shall be cumulative on all shares of such series issued on or before the record date for the initial dividend thereon shall be February 3, 1994; (2) shares of such series may be redeemed at Par plus an amount equal to all accumulated and unpaid dividends thereon to the date of redemption; provided, however, that prior to February 1, 1999, none of the shares of such series may be redeemed; (3) the amount which shall be paid to the holders of shares of such series on voluntary liquidation or dissolution of this Company shall be Par plus an amount equal to all accumulated and unpaid dividends thereon to the date of such payment, whether or not such dividends shall have been earned or declared; and Further Resolved, that the Restated Certificate of Incorporation of this Company dated May 1, 1986, as amended, be and it hereby is amended so that the designation and number of shares of such series and the relative rights, preferences and limitations of such series, in the respects in which the shares of such series vary from shares of other series of the Preferred Stock of this Company, are as stated in these resolutions; and Further Resolved, that the proper officers of this Company be and they hereby are authorized and directed to execute on behalf of this Company and to file in the office of the Secretary of State of the State of New Jersey a certificate of amendment to the Restated Certificate of Incorporation of this Company, as amended, setting forth a copy of these resolutions, as required by subsection 14A:7-2(4) of the New Jersey Business Corporation Act." (c) The foregoing resolutions were duly adopted by the Board of Directors of said corporation at a meeting duly called and held on January 27, 1994, at which a quorum was present and acting throughout. (d) The Restated Certificate of Incorporation of this corporation dated May 1, 1986, as amended, is further amended so that the designation and number of shares of the 6.92% Cumulative Preferred Stock and the 6.75% 3 Cumulative Preferred Stock of said corporation, and the relative rights, preferences and limitations of such series are as stated in said resolutions. IN WITNESS WHEREOF, said Public Service Electric and Gas Company has made this Certificate this 27th day of January, 1994. PUBLIC SERVICE ELECTRIC AND GAS COMPANY By FRANCIS J. RIEPL FRANCIS J. RIEPL Vice President [CORPORATE SEAL] Attest: By EDWARD J. BIGGINS, JR. EDWARD J. BIGGINS, JR. Assistant Secretary 4 EX-4 7 EX-4(A)(1) SUPPLEMENTAL MORTGAGE - ------------------------------------------------------------------------------ Supplemental Indenture DATED FEBRUARY 1, 1994 ------------------ SUPPLEMENTAL TO FIRST AND REFUNDING MORTGAGE DATED AUGUST 1, 1924 ------------------ PUBLIC SERVICE ELECTRIC AND GAS COMPANY TO FIRST FIDELITY BANK, NATIONAL ASSOCIATION, TRUSTEE 765 BROAD STREET NEWARK, NEW JERSEY 07101 ------------------ PROVIDING FOR THE ISSUE OF FIRST AND REFUNDING MORTGAGE BONDS, POLLUTION CONTROL SERIES O - ------------------------------------------------------------------------------ - -- RECORD IN MORTGAGE BOOK AND RETURN TO: JAMES T. FORAN, ESQ. 80 PARK PLAZA, T5B P.O. BOX 570 NEWARK, N.J. 07101 This instrument prepared by DONALD S. LEIBOWITZ (DONALD S. LEIBOWITZ, ESQ.) TABLE OF CONTENTS ------------------ PAGE ---- RECITALS................................................................ 1 FORM OF BOND............................................................ 4 FORM OF CERTIFICATE OF AUTHENTICATION................................... 8 GRANTING CLAUSES........................................................ 8 ARTICLE I. BONDS OF THE POLLUTION CONTROL SERIES O. DESCRIPTION OF POLLUTION CONTROL SERIES O............................... 10 ARTICLE II. REDEMPTION OF BONDS--POLLUTION CONTROL SERIES O. SECTION 2.01. Redemption--Redemption Prices........................... 11 SECTION 2.02. Notice of Redemption.................................... 13 SECTION 2.03. Interest on Called Bonds to Cease....................... 14 SECTION 2.04. Bonds Called in Part.................................... 14 SECTION 2.05. Provisions of Indenture not Applicable.................. 15 ARTICLE III. MISCELLANEOUS. SECTION 3.01. Authentication of Bonds of Pollution Control Series O.............................................. 15 SECTION 3.02. Additional Restrictions on Authentication of Additional Bonds Under Indenture................................. 15 SECTION 3.03. Restriction on Dividends................................ 15 SECTION 3.04. Use of Facsimile Seal and Signatures.................... 16 SECTION 3.05. Effective Period of Supplemental Indenture.............. 16 SECTION 3.06. Credits with Respect to Payments........................ 16 SECTION 3.07. Time for Making of Payment.............................. 17 SECTION 3.08. Effect of Approval of Board of Regulatory Commissioners of the State of New Jersey.............. 17 SECTION 3.09. Execution in Counterparts............................... 17 Acknowledgments......................................................... 18 Certificate of Residence................................................ 20 SUPPLEMENTAL INDENTURE, dated the 1st day of February, 1994, for convenience of reference and effective from the time of execution and delivery hereof, between PUBLIC SERVICE ELECTRIC AND GAS COMPANY, a corporation organized under the laws of the State of New Jersey, hereinafter called the "Company", party of the first part, and FIRST FIDELITY BANK, NATIONAL ASSOCIATION, a national banking association organized under the laws of the United States of America, as Trustee under the indenture dated August 1, 1924, below mentioned, hereinafter called the "Trustee", party of the second part. WHEREAS, on July 25, 1924, the Company executed and delivered to Fidelity Union Trust Company (now known as First Fidelity Bank, National Association), a certain indenture dated August 1, 1924 (hereinafter called the "Indenture"), to secure and to provide for the issue of First and Refunding Mortgage Gold Bonds of the Company; and WHEREAS, the Indenture has been recorded in the following counties of the State of New Jersey, in the offices, and therein in the books and at the pages, as follows: PAGE COUNTY OFFICE BOOK NUMBER NUMBER - -------------- ----------- -------------------------------- --------------- Atlantic Clerk's 1955 of Mortgages 160 Bergen Clerk's 94 of Chattel Mortgages 123 etc. 693 of Mortgages 88 etc. Burlington Clerk's 52 of Chattel Mortgages Folio 8 etc. 177 of Mortgages Folio 354 etc. Camden Register's 45 of Chattel Mortgages 184 etc. 239 of Mortgages 1 etc. Cumberland Clerk's 786 of Mortgages 638 & c. Essex Register's 437 of Chattel Mortgages 1-48 T-51 of Mortgages 341-392 Gloucester Clerk's 34 of Chattel Mortgages 123 etc. 142 of Mortgages 7 etc. Hudson Register's 453 of Chattel Mortgages 9 etc. 1245 of Mortgages 484 etc. Hunterdon Clerk's 151 of Mortgages 344 Mercer Clerk's 67 of Chattel Mortgages 1 etc. 384 of Mortgages 1 etc. Middlesex Clerk's 113 of Chattel Mortgages 3 etc. 437 of Mortgages 294 etc. Monmouth Clerk's 951 of Mortgages 291 & c. Morris Clerk's N-3 of Chattel Mortgages 446 etc. F-10 of Mortgages 269 etc. Ocean Clerk's 1809 of Mortgages 40 Passaic Register's M-6 of Chattel Mortgages 178 etc. R-13 of Mortgages 268 etc. Salem Clerk's 267 of Mortgages 249 & c. 2 PAGE COUNTY OFFICE BOOK NUMBER NUMBER - -------------- ----------- -------------------------------- --------------- Somerset Clerk's 46 of Chattel Mortgages 207 etc. N-10 of Mortgages 1 etc. Sussex Clerk's 123 of Mortgages 10 & c. Union Register's 128 of Chattel Mortgages 28 & c. 664 of Mortgages 259 etc. Warren Clerk's 124 of Mortgages 141 etc. and WHEREAS, the Indenture has also been recorded in the following counties of the Commonwealth of Pennsylvania, in the offices, and therein in the books and at the pages, as follows: PAGE COUNTY OFFICE BOOK NUMBER NUMBER - -------------- ----------- -------------------------------- --------------- Adams Recorder's 22 of Mortgages 105 Armstrong Recorder's 208 of Mortgages 381 Bedford Recorder's 90 of Mortgages 917 Blair Recorder's 671 of Mortgages 430 Cambria Recorder's 407 of Mortgages 352 Cumberland Recorder's 500 of Mortgages 136 Franklin Recorder's 285 of Mortgages 373 Huntingdon Recorder's 128 of Mortgages 47 Indiana Recorder's 197 of Mortgages 281 Lancaster Recorder's 984 of Mortgages 1 Montgomery Recorder's 5053 of Mortgages 1221 Westmoreland Recorder's 1281 of Mortgages 198 York Recorder's 31-V of Mortgages 446 and WHEREAS, the Indenture granted, bargained, sold, aliened, remised, released, conveyed, confirmed, assigned, transferred and set over unto the Trustee certain property of the Company, more fully set forth and described in the Indenture, then owned or which might thereafter be acquired by the Company; and WHEREAS, the Company, by various supplemental indentures, supplemental to the Indenture, the last of which was dated November 1, 1993, has granted, bargained, sold, aliened, remised, released, conveyed, confirmed, assigned, transferred and set over unto the Trustee certain property of the Company acquired by it after the execution and delivery of the Indenture; and WHEREAS, since the execution and delivery of said supplemental indenture dated November 1, 1993, the Company has acquired property which, in 3 accordance with the provisions of the Indenture, is subject to the lien thereof and the Company desires to confirm such lien; and WHEREAS, the Indenture has been amended or supplemented from time to time; and WHEREAS, it is provided in the Indenture that no bonds other than those of the 5 1/2% Series due 1959 therein authorized may be issued thereunder unless a supplemental indenture providing for the issue of such additional bonds shall have been executed and delivered by the Company to the Trustee; and WHEREAS, The Pollution Control Financing Authority of Salem County (New Jersey) (the "Authority") is making provision for the issuance and sale of its Pollution Control Revenue Bonds, 1994 Series A (Public Service Electric and Gas Company Project) (the "1994 Series A Authority Bonds") the proceeds of which will be loaned to the Company to finance a portion of the Company's 95% share of the costs of certain pollution control facilities (the "Project") at the Hope Creek Generating Station (the "Station") in Lower Alloways Creek Township, Salem County, New Jersey; and WHEREAS, the 1994 Series A Authority Bonds are to be issued under an Indenture of Trust dated as of May 1, 1993, as previously supplemented and amended and as further supplemented by the Third Supplemental Indenture dated as of February 1, 1994 (the "Authority Indenture"), between the Authority and First Fidelity Bank, National Association, as trustee (the "Authority Trustee"); and WHEREAS, the Company has entered into a Pollution Control Facilities Loan Agreement dated as of May 1, 1993, as supplemented (the "Agreement"), with the Authority providing, among other things, for the loan by the Authority to the Company of funds to finance a portion of the costs of the Project and for the issuance by the Company to the Authority Trustee, as assignee of the Authority, of First and Refunding Mortgage Bonds of the Company to evidence the Company's obligation to repay said loan, and for such purposes the Company desires to provide for the issue of $50,000,000 aggregate principal amount of bonds secured by the Indenture of a series to be 4 designated as "First and Refunding Mortgage Bonds, Pollution Control Series O" (hereinafter sometimes called "Pollution Control Series O"); and WHEREAS, the text of the bonds of the Pollution Control Series O and of the certificate of authentication to be borne by the bonds of the Pollution Control Series O shall be substantially of the following tenor: [FORM OF BOND] This Bond is not transferable except as provided in the Indenture of Trust dated as of May 1, 1993, as previously supplemented and amended and as further supplemented by the Third Supplemental Indenture dated as of February 1, 1994, between The Pollution Control Financing Authority of Salem County (New Jersey) and First Fidelity Bank, National Association, as trustee (the "Authority Indenture"). REGISTERED REGISTERED NUMBER AMOUNT R- $50,000,000 PUBLIC SERVICE ELECTRIC AND GAS COMPANY FIRST AND REFUNDING MORTGAGE BOND, POLLUTION CONTROL SERIES O Public Service Electric and Gas Company (hereinafter called the "Company"), a corporation of the State of New Jersey, for value received, hereby promises to pay to First Fidelity Bank, National Association, as trustee under the Authority Indenture, or registered assigns, the principal sum of Fifty Million Dollars, on February 1, 2032, and to pay interest thereon from the date hereof, at the rate of 5.45% per annum, and until payment of said principal sum, such interest to be payable February 1 and August 1 in each year. Both the principal hereof and interest hereon shall be paid at the principal office of First Fidelity Bank, National Association in the City of Newark, State of New Jersey, or at the corporate trust office of any paying agent appointed by the Company, in such coin or currency of the United States of 5 America as at the time of payment shall constitute legal tender for the payment of public and private debts. This Bond is one of the First and Refunding Mortgage Bonds of the Company issued and to be issued under and pursuant to, and all equally secured by, an indenture of mortgage or deed of trust dated August 1, 1924, between the Company and First Fidelity Bank, National Association (formerly known as Fidelity Union Trust Company), a national banking association of the United States of America, as Trustee, as supplemented and amended by the supplemental indentures thereto, including the supplemental indenture dated February 1, 1994. This Bond is one of the Bonds of the Pollution Control Series O, which series is limited to the aggregate principal amount of $50,000,000 and is issued pursuant to said supplemental indenture dated February 1, 1994. Reference is hereby made to said indenture and all supplements thereto for a specification of the principal amount of Bonds from time to time issuable thereunder, and for a description of the properties mortgaged and conveyed or assigned to said Trustee or its successors, the nature and extent of the security, and the rights of the holders of said Bonds and any coupons appurtenant thereto, and of the Trustee in respect of such security. In and by said indenture, as amended and supplemented, it is provided that with the written approval of the Company and the Trustee, any of the provisions of said indenture may from time to time be eliminated or modified and other provisions may be added thereto provided the change does not alter the annual interest rate, redemption price or date, date of maturity or amount payable on maturity of any then outstanding Bond or conflict with the Trust Indenture Act of 1939 as then in effect, and provided the holders of 85% in principal amount of the Bonds secured by said indenture and then outstanding (including, if such change affect the Bonds of one or more series but less than all series then outstanding, a like percentage of the then outstanding Bonds of each series affected by such change, and excluding Bonds owned or controlled by the Company or by the parties owning at least 10% of the outstanding voting stock of the Company, as more fully specified in said indenture) consent in writing thereto, all as more fully set forth in said indenture, as amended and supplemented. 6 First and Refunding Mortgage Bonds issuable under said indenture are issuable in series, and the Bonds of any series may be for varying principal amounts and in the form of coupon Bonds and of registered Bonds without coupons, and the Bonds of any one series may differ from the Bonds of any other series as to date, maturity, interest rate and otherwise, all as in said indenture provided and set forth. The Bonds of the Pollution Control Series O, in which this Bond is included, are designated "First and Refunding Mortgage Bonds, Pollution Control Series O". In case of the happening of an event of default as specified in said indenture and in the supplemental indenture dated March 1, 1942 supplemental thereto, the principal sum of the Bonds of this issue may be declared or may become due and payable forthwith, in the manner and with the effect in said indenture provided. The Bonds of this series are subject to redemption as provided in said supplemental indenture dated February 1, 1994. This Bond is transferable, but only as provided in the Indenture of Trust dated as of May 1, 1993, as previously supplemented and amended and as further supplemented by the Third Supplemental Indenture dated as of February 1, 1994, made by The Pollution Control Financing Authority of Salem County (New Jersey) to First Fidelity Bank, National Association, as trustee, upon surrender hereof, by the registered owner in person or by attorney duly authorized in writing, at the principal office of the Trustee; upon any such transfer a new Bond similar hereto will be issued to the transferee. No service charge shall be made for any such transfer, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. The Company and the Trustee and any paying agent may deem and treat the person in whose name this Bond is registered as the absolute owner hereof for the purpose of receiving payment of or on account of the principal hereof and the interest hereon and for all other purposes; and neither the Company nor the Trustee nor any paying agent shall be affected by any notice to the contrary. The Bonds of this series are issuable only in fully registered form, in any denomination authorized by the Company. 7 No recourse under or upon any obligation, covenant or agreement contained in said indenture or in any indenture supplemental thereto, or in any Bond or coupon issued thereunder, or because of any indebtedness arising thereunder, shall be had against any incorporator, or against any past, present or future stockholder, officer or director, as such, of the Company or of any successor corporation, either directly or through the Company or any successor corporation, under any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise; it being expressly agreed and understood that said indenture, any indenture supplemental thereto and the obligations issued thereunder, are solely corporate obligations, and that no personal liability whatever shall attach to, or be incurred by, such incorporators, stockholders, officers or directors, as such, of the Company, or of any successor corporation, or any of them, because of the incurring of the indebtedness thereby authorized, or under or by reason of any of the obligations, covenants or agreements contained in the indenture or in any indenture supplemental thereto or in any of the Bonds or coupons issued thereunder, or implied therefrom. This Bond shall not be entitled to any security or benefit under said indenture, as amended and supplemented, and shall not become valid or obligatory for any purpose, until the certificate of authentication, hereon endorsed, shall have been signed by First Fidelity Bank, National Association, as Trustee, or by its successor in trust under said indenture. IN WITNESS WHEREOF, the Company has caused this Bond to be duly executed by its proper officers under its corporate seal. Dated PUBLIC SERVICE ELECTRIC AND GAS COMPANY, By (Vice) President (Seal) Attest: (Assistant) Secretary 8 [FORM OF CERTIFICATE OF AUTHENTICATION] CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds of the series designated therein which are described in the within-mentioned indenture and supplemental indenture dated February 1, 1994, as secured thereby. FIRST FIDELITY BANK, NATIONAL ASSOCIATION, TRUSTEE, BY Authorized Signatory ------------------------ WHEREAS, the execution and delivery of this supplemental indenture have been duly authorized by the Board of Directors of the Company; and WHEREAS, the Company represents that all things necessary to make the bonds of the Pollution Control Series O hereinafter described, when duly authenticated by the Trustee and issued by the Company, valid, binding and legal obligations of the Company, and to make this supplemental indenture a valid and binding agreement supplemental to the Indenture, have been done and performed: NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH that the Company, in consideration of the premises and the execution and delivery by the Trustee of this supplemental indenture, and in pursuance of the covenants and agreements contained in the Indenture and for other good and valuable consideration, the receipt of which is hereby acknowledged, has granted, bargained, sold, aliened, remised, released, conveyed, confirmed, assigned, transferred and set over, and by these presents does grant, bargain, sell, alien, remise, release, convey, confirm, assign, transfer and set over unto the Trustee, its successors and assigns, forever, all the right, title and interest of the Company in and to all property of every kind and description (except cash, accounts and bills receivable and all merchandise bought, sold or manufactured for sale in the ordinary course of the Company's business, stocks, bonds or other corporate obligations or securities, other than such as are described in Part V of the Granting Clauses of the Indenture, not acquired with the proceeds of bonds secured by the Indenture, and except as in the 9 Indenture and herein otherwise expressly excluded) acquired by the Company since the execution and delivery of the supplemental indenture dated November 1, 1993, supplemental to the Indenture (except any such property duly released from, or disposed of free from, the lien of the Indenture, in accordance with the provisions thereof) and all such property which at any time hereafter may be acquired by the Company; All of which property it is intended shall be included in and granted by this supplemental indenture and covered by the lien of the Indenture as heretofore and hereby amended and supplemented; UNDER AND SUBJECT to any encumbrances or mortgages existing on property acquired by the Company at the time of such acquisition and not heretofore discharged of record; and SUBJECT, also, to the exceptions, reservations and provisions in the Indenture and in this supplemental indenture recited, and to the liens, reservations, exceptions, limitations, conditions and restrictions imposed by or contained in the several deeds, grants, franchises and contracts or other instruments through which the Company acquired or claims title to the aforesaid property; and SUBJECT, also, to existing leases, to liens on easements or rights of way, to liens for taxes, assessments and governmental charges not in default or the payment of which is deferred, pending appeal or other contest by legal proceedings, pursuant to Section 4 of Article Five of the Indenture, or the payment of which is deferred pending billing, transfer of title or final determination of amount, to easements for alleys, streets, highways, rights of way and railroads that may run across or encroach upon the said property, to joint pole and similar agreements, to undetermined liens and charges, if any, incidental to construction, and other encumbrances permitted by the Indenture as heretofore and hereby amended and supplemented; TO HAVE AND TO HOLD the property hereby conveyed or assigned, or intended to be conveyed or assigned, unto the Trustee, its successor or successors and assigns, forever; IN TRUST, NEVERTHELESS, upon the terms, conditions and trusts set forth in the Indenture as heretofore and hereby amended and supplemented, to the end that the said property shall be subject to the lien of the Indenture as heretofore and hereby amended and supplemented, with the same force and 10 effect as though said property had been included in the Granting Clauses of the Indenture at the time of the execution and delivery thereof; AND THIS SUPPLEMENTAL INDENTURE FURTHER WITNESSETH that for the considerations aforesaid, it is hereby covenanted between the Company and the Trustee as follows: ARTICLE I. BONDS OF THE POLLUTION CONTROL SERIES O. The series of bonds authorized by this supplemental indenture to be issued under and secured by the Indenture shall be designated "First and Refunding Mortgage Bonds, Pollution Control Series O"; shall be limited to the aggregate principal amount of $50,000,000; shall be issued initially to the Authority Trustee, as assignee of the Authority, to evidence the Company's obligation to repay the loan to finance a portion of the costs of the Project made pursuant to the Agreement; and shall mature and bear interest as set forth in the form of bond hereinbefore described; provided, however, that the Company shall receive certain credits against principal and interest obligations as set forth in Section 3.06 hereof. The date of each bond of the Pollution Control Series O shall be the semi-annual interest payment date next preceding the date of authentication, unless such date of authentication be an interest payment date, in which case the date shall be the date of authentication, or unless such date of authentication be prior to the first semi-annual interest payment date, in which case the date shall be February 1, 1994. Bonds of the Pollution Control Series O shall be issued as fully registered bonds in any denomination authorized by the Company. Interest on bonds of the Pollution Control Series O shall be payable semi-annually on February 1 and August 1 of each year, payable initially on August 1, 1994, and shall be payable as to both principal and interest in such coin or currency of the United States of America as at the time of payment shall constitute legal tender for the payment of public and private debts, at the principal office of the Trustee, or at the corporate trust office of any paying agent appointed by the Company. Bonds of the Pollution Control Series O shall be transferable (but only as provided in the Authority Indenture) upon surrender thereof for cancellation 11 by the registered owner in person or by attorney duly authorized in writing at said office of the Trustee. The Company hereby waives any right to make a charge for any transfer of bonds of the Pollution Control Series O, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. ARTICLE II. REDEMPTION OF BONDS--POLLUTION CONTROL SERIES O. SECTION 2.01. Redemption--Redemption Prices. Bonds of the Pollution Control Series O shall be subject to redemption prior to maturity, but if in part only in integral multiples of $5,000, under the conditions and upon the payment of the amounts specified in the following subsections, together in each case with interest accrued to the redemption date: (a) at the option of the Company, on any date on or after February 1, 2004, either as a whole or in part, at the following redemption prices, expressed in percentages of the principal amount of the bonds to be redeemed: REDEMPTION PERIOD REDEMPTION PRICE - ------------------------------------------------------------------------------- February 1, 2004 through January 31, 2005.................... 102% February 1, 2005 through January 31, 2006.................... 101% February 1, 2006 and thereafter.............................. 100% (b) at the option of the Company, as a whole at any time at 100% of the principal amount thereof, if any of the following events shall have occurred and if, within one year of the occurrence of any of the following events, the Company shall have given evidence to the Trustee and the Authority Trustee, in each case by a certificate signed by the President or a Vice President, and by the Secretary or an Assistant Secretary, of the Company to the effect that one of such events has occurred and is continuing, and describing the same: (1) (i) the Station or a substantial portion of the facilities of the Project shall have been damaged or destroyed to such extent that (a) the Station or such facilities cannot be reasonably restored 12 within a period of six months from the date of such damage or destruction to the condition thereof immediately preceding such damage or destruction, or (b) the Company is thereby prevented or likely to be prevented from carrying on its normal operation of the Station or such facilities for a period of six months from the date of such damage or destruction, or (c) it would not be practicable or desirable to rebuild, repair or restore the Station or such facilities, or (ii) the Salem Nuclear Generating Station, adjacent to the Station, or a substantial portion of the Salem Nuclear Generating Station shall have been damaged or destroyed to such extent that the Company is thereby prevented or likely to be prevented from carrying on its normal operation of the Station or such facilities for a period of six months from the date of such damage or destruction; or (2) title to, or the temporary use of, all or substantially all of the Station or a substantial portion of the facilities of the Project shall have been taken or condemned by a competent authority which taking or condemnation results or is likely to result in the Company being thereby prevented or likely to be prevented from carrying on its normal operation of the Station or such facilities for a period of six months; or (3) changes in the cost or availability of raw materials, operating supplies, or facilities or technological or other changes have made the continued operation of all or substantially all of the Station or a substantial portion of the facilities of the Project uneconomical; or (4) any laws, rules, regulations or orders of any governmental or regulatory entity shall require a shutdown of the Station or a substantial portion of the facilities of the Project or prevent the Company from carrying on its normal operation of the Station or such facilities, in each case for a period of six months. (c) in, whole or in part (if, in the opinion of nationally recognized bond counsel, such partial redemption will preserve the exclusion from gross income for Federal income tax purposes of interest on the 1994 Series A Authority Bonds) at 100% of the principal amount thereof to be redeemed, within 180 days after a "final determination" (i.e., the issuance of a published or private ruling or technical advice) of the Internal 13 Revenue Service or a judicial decision in a proceeding by any court of competent jurisdiction in the United States (from which ruling, advice or decision no further right of appeal exists), in all cases in which the Company has participated or been a party or has been given an opportunity to participate and has failed to do so (no such decree or judgment by any court or action by the Internal Revenue Service to be considered final unless the owner of the 1994 Series A Authority Bonds involved in such proceeding or action has given the Company and the Authority Trustee prompt written notice of the commencement thereof and offered the Company, at the Company's expense, the opportunity to control the defense thereof) that, as a result of a failure by the Company to observe any covenant, agreement, representation or warranty in the Agreement, the interest payable on the 1994 Series A Authority Bonds is includable in the gross income for Federal income tax purposes of the holder thereof, other than a "substantial user" of the Project or a "related person" as provided in Section 147(a) of the Internal Revenue Code of 1986. SECTION 2.02. Notice of Redemption. (a) The election of the Company under subsection (a) or (b) of Section 2.01 hereof to redeem any of the bonds of the Pollution Control Series O shall be evidenced by a resolution of the Board of Directors of the Company calling for redemption on a stated date of all or, in the case of subsection (a), a stated principal amount thereof. To exercise it option to redeem the bonds of the Pollution Control Series O under subsection (a) or (b) of Section 2.01 hereof, the Company shall deliver to the Trustee, the Authority and the Authority Trustee a certified copy of said resolution calling all or, in the case of subsection (a), a stated principal amount of the bonds of the Pollution Control Series O for redemption on a date not less than 40 days nor more than 90 days from the date said resolution is delivered. The delivery to the Authority Trustee of a certified copy of such resolution shall constitute notice to the Authority Trustee of the redemption referred to therein, on the terms specified therein. The Company shall on or before such redemption date deposit with the Trustee, as paying agent hereunder, the total applicable redemption price of all the bonds so called, with interest accrued thereon to the redemption date, less any credits to which the Company may be entitled pursuant to Section 3.06 hereof, and the Trustee, as such paying agent, shall apply such funds on the redemption date to the redemption of the bonds so called. 14 (b) The Company shall, within 10 days after the occurrence of a "final determination" under subsection (c) of Section 2.01 hereof, deliver to the Trustee written notice of such "final determination". The Company shall, by resolution of its Board of Directors, fix a redemption date for such redemption and shall deliver to the Trustee, the Authority and the Authority Trustee a certified copy of said resolution at least 40 days prior to the date so selected for redemption. Such redemption date may be any day not more than 180 days after the occurrence of such "final determination". If the Trustee does not receive written notice of such selection by the Company within 140 days after the date of the occurrence of such "final determination", then the redemption date shall be the 180th day after the occurrence of such "final determination". On or before such redemption date, the Company shall deposit with the Trustee, as paying agent hereunder, the total redemption price of the bonds so called, with interest accrued thereon to the redemption date, less any credits to which the Company may be entitled pursuant to Section 3.06 hereof, and the Trustee, as such paying agent, shall apply such funds, on the redemption date, to the redemption of the bonds so called. The delivery to the Authority Trustee of a certified copy of such resolution shall constitute notice to the Authority Trustee of the redemption referred to therein on the terms specified therein. SECTION 2.03. Interest on Called Bonds to Cease. Each bond or portion thereof of the Pollution Control Series O called for redemption under Section 2.02 hereof shall be due and payable at the office of the Trustee, as paying agent hereunder, at the applicable redemption price and on the specified redemption date, anything herein or in such bond to the contrary notwithstanding. From and after the date when each bond or portion thereof of the Pollution Control Series O shall be due and payable as aforesaid (unless upon said date the full amount due thereon shall not be held by or provided to the Trustee, as paying agent hereunder, and be immediately available for payment), all further interest shall cease to accrue on such bond or on such portion thereof, as the case may be. SECTION 2.04. Bonds Called in Part. If only a portion of any bond of the Pollution Control Series O shall be called for redemption pursuant to Section 2.02 hereof, the notice of redemption hereinbefore provided for shall specify the portion of the principal amount thereof to be redeemed. Upon payment of the portion so called for redemption, the Trustee, as paying agent hereunder, shall give prompt written notice thereof to the Company. 15 SECTION 2.05. Provisions of Indenture Not Applicable. The provisions of Article Four of the Indenture, as amended and supplemented, shall not apply to the procedure for the exercise of any right of redemption reserved by the Company, or to any mandatory redemption provided, in this Article in respect of the bonds of the Pollution Control Series O. There shall be no sinking fund for the bonds of the Pollution Control Series O. ARTICLE III. MISCELLANEOUS. SECTION 3.01. Authentication of Bonds of Pollution Control Series O. None of the bonds of the Pollution Control Series O, the issue of which is provided for by this supplemental indenture, shall be authenticated by the Trustee except in accordance with the provisions of the Indenture, as amended and supplemented, and this supplemental indenture, and upon compliance with the conditions in that behalf therein contained. SECTION 3.02. Additional Restrictions on Authentication of Additional Bonds Under Indenture. The Company covenants that from and after the date of execution of this supplemental indenture, no additional bonds (as defined in Section 1 of Article Two of the Indenture) shall be authenticated and delivered by the Trustee under Subdivision A of Section 4 of said Article Two on account of additions or improvements to the mortgaged property (1) unless the net earnings of the Company for the period required by Subdivision C of Section 6 of said Article Two shall have been at least twice the fixed charges (in lieu of 1 3/4 times such fixed charges, as required by said Subdivision C); and for the purpose of this condition (a) such fixed charges shall in each case include interest on the bonds applied for, notwithstanding the parenthetical provision contained in clause (4) of said Subdivision C, and (b) in computing such net earnings there shall be included in expenses of operation (under paragraph (c) of said Subdivision C) all charges against earnings for depreciation, renewals or replacements, and all certificates with respect to net earnings delivered to the Trustee in connection with any authentication of additional bonds under said Article Two shall so state; and (2) except to the extent of 60% (in lieu of 75% as permitted by Subdivision A of Section 7 of said Article Two) of the cost or fair value to the Company of the additions or improvements forming the basis for such authentication of additional bonds. SECTION 3.03. Restriction on Dividends. The Company will not declare or pay any dividend on any shares of its common stock (other than 16 dividends payable in shares of its common stock) or make any other distribution on any such shares, or purchase or otherwise acquire any such shares (except shares acquired without cost to the Company) whenever such action would reduce the earned surplus of the Company to an amount less than $10,000,000 or such lesser amount as may remain after deducting from said $10,000,000 all amounts appearing in the books of account of the Company on December 31, 1948, which shall thereafter, pursuant to any order or rule of any regulatory body entered after said date, be required to be removed, in whole or in part, from the books of account of the Company by charges to earned surplus. SECTION 3.04. Use of Facsimile Seal and Signatures. The seal of the Company and any or all signatures of the officers of the Company upon any of the bonds of the Pollution Control Series O may be facsimiles. SECTION 3.05. Effective Period of Supplemental Indenture. The preceding provisions of Articles I, II and III of this supplemental indenture shall remain in effect only so long as any of the bonds of the Pollution Control Series O shall remain outstanding. SECTION 3.06. Credits with Respect to Payments. (a) The Company shall be entitled to a credit against its obligation to pay interest on the bonds of the Pollution Control Series O equal to interest paid on the 1994 Series A Authority Bonds out of the accrued interest received upon the original issuance of the 1994 Series A Authority Bonds and the earnings on the investment thereof, as provided in the Authority Indenture, which are held by the Authority Trustee at the time of the interest payment date. (b) The Company shall be entitled to credits against amounts otherwise payable in respect of the bonds of the Pollution Control Series O in an amount corresponding to (i) the principal amount of any 1994 Series A Authority Bond surrendered to the Authority Trustee by the Company or the Authority, or purchased by the Authority Trustee, for cancellation and (ii) the amount of money held by the Authority Trustee and available and designated for the payment of principal or redemption price of and interest on the 1994 Series A Authority Bonds, as the case may be, regardless of the source of payment to the Authority Trustee of such moneys, and the Trustee, as paying agent hereunder, shall give prompt written notice to the Company of any such credit with respect to the payment of interest. (c) The Trustee, as paying agent hereunder, shall (i) promptly notify the Company of each deposit in the Debt Service Fund under the Authority Indenture, (ii) provide evidence to the Company that such deposit has been credited to such Fund and (iii) give prompt written notice to the Company of any credits with respect to payment of principal or redemption price of and interest on the bonds of the Pollution Control Series O. 17 (d) A certificate of the Company signed by the President or any Vice President, and by the Secretary or any Assistant Secretary, and consented to by the Authority Trustee, stating that the Company is entitled to a credit under this Section 3.06 and setting forth the basis therefor in reasonable detail, shall be conclusive evidence of such entitlement, and the Trustee shall accept such certificate without further investigation or verification of the matters stated therein. SECTION 3.07. Time for Making of Payment. All payments of principal or redemption price of and interest on the bonds of the Pollution Control Series O shall be made to the Authority Trustee in such funds as shall constitute immediately available funds when payment is due. In any case where the date of payment of the principal or redemption price of or interest on the bonds of the Pollution Control Series O or the date fixed for redemption of any such bonds shall be in the city of payment a Saturday, Sunday or a legal holiday or a day on which banking institutions are authorized by law to close, then such payment need not be made on such date but may be made on the next succeeding business day with the same force and effect as if made on the date of maturity or the date fixed for redemption, and no interest on such payment shall accrue for the period after such date. SECTION 3.08. Effect of Approval of Board of Regulatory Commissioners of the State of New Jersey. The approval of the Board of Regulatory Commissioners of the State of New Jersey of the execution and delivery of these presents and of the issue of any bonds of the Pollution Control Series O shall not be construed as approval of said Board of any other act, matter or thing which requires approval of said Board under the laws of the State of New Jersey. SECTION 3.09. Execution in Counterparts. For the purpose of facilitating the recording hereof, this supplemental indenture has been executed in several counterparts, each of which shall be and shall be taken to be an original, and all collectively but one instrument. 18 IN WITNESS WHEREOF, Public Service Electric and Gas Company, party hereto of the first part, after due corporate and other proceedings, has caused this supplemental indenture to be signed and acknowledged or proved by its President or one of its Vice Presidents and its corporate seal hereunto to be affixed and to be attested by the signature of its Secretary or an Assistant Secretary; and First Fidelity Bank, National Association, as Trustee, party hereto of the second part, has caused this supplemental indenture to be signed and acknowledged or proved by its President, one of its Vice Presidents or one of its Assistant Vice Presidents, and its corporate seal to be hereunto affixed and to be attested by the signature of its Secretary, Cashier, an Assistant Secretary, an Assistant Cashier or a Corporate Trust Officer. Executed and delivered this 1st day of February, 1994. PUBLIC SERVICE ELECTRIC AND GAS COMPANY By F.J. RIEPL (F.J. Riepl) Vice President Attest: E.J. BIGGINS, JR. (E.J. Biggins, Jr.) Assistant Secretary (CORPORATE SEAL) FIRST FIDELITY BANK, NATIONAL ASSOCIATION By F. GALLAGHER (F. Gallagher) Assistant Vice President Attest: D. DOWDELL (D. Dowdell) Corporate Trust Officer (CORPORATE SEAL) 19 STATE OF NEW JERSEY ) ) ss.: COUNTY OF ESSEX ) BE IT REMEMBERED, that on this 1st day of February, 1994, before me, the subscriber, a Notary Public of the State of New Jersey, personally appeared F. J. Riepl who, I am satisfied, is a Vice President of PUBLIC SERVICE ELECTRIC AND GAS COMPANY, one of the corporations named in and which executed the foregoing instrument, and is the person who signed the said instrument as such officer, for and on behalf of such corporation, and I having first made known to him the contents thereof, he did acknowledge that he signed the said instrument as such officer, that the said instrument was made by such corporation and sealed with its corporate seal, that the said instrument is the voluntary act and deed of such corporation, made by virtue of authority from its Board of Directors, and that said corporation, the mortgagor, has received a true copy of said instrument. JEAN M. KILROY JEAN M. KILROY A NOTARY PUBLIC OF NEW JERSEY My Commission Expires Nov. 28, 1995 (NOTARY SEAL) STATE OF NEW JERSEY ) ) ss.: COUNTY OF ESSEX ) BE IT REMEMBERED, that on this 1st day of February, 1994, before me, the subscriber, a Notary Public of the State of New Jersey, personally appeared F. Gallagher who, I am satisfied, is an Assistant Vice President of FIRST FIDELITY BANK, NATIONAL ASSOCIATION, NEW JERSEY, one of the corporations named in and which executed the foregoing instrument, and is the person who signed the said instrument as such officer, for and on behalf of such corporation, and I having first made known to him the contents thereof, he did acknowledge that he signed the said instrument as such officer, that the said instrument was made by such corporation and sealed with its corporate seal, and that the said instrument is the voluntary act and deed of such corporation, made by virtue of authority from its Board of Directors. JACQUELYN E. ONUFER JACQUELYN E. ONUFER A NOTARY PUBLIC OF NEW JERSEY My Commission Expires July 14, 1997 (NOTARY SEAL) 20 CERTIFICATE OF RESIDENCE First Fidelity Bank, National Association, New Jersey, Mortgagee and Trustee within named, hereby certifies that its precise residence is 765 Broad Street, Newark, New Jersey 07101. FIRST FIDELITY BANK, NATIONAL ASSOCIATION, NEW JERSEY By F. GALLAGHER .......................... (F. Gallagher) Vice President EX-99 8 EX-99 CERTAIN TERMS OF THE NEW PREFERRED STOCK--$25 PAR The following supplemental information concerning the New Preferred Stock--$25 Par should be read in conjunction with the statements under "Description of the New Preferred Stock" in the accompanying Prospectus. DIVIDEND RIGHTS The holders of the New Preferred Stock--$25 Par are entitled to receive, when and as declared by the Company's board of directors, cash dividends at the annual rate set forth on the cover of this Prospectus Supplement, and no more, cumulative and payable initially for the period from February 3, 1994 through March 31, 1994, and thereafter quarterly with respect to each calendar quarterly period, on or before the last day of each March, June, September and December. No dividends may be paid on stock of the Company except out of its earned surplus. REDEMPTION PROVISIONS All or any of the shares of the New Preferred Stock--$25 Par may be redeemed at the option of the Company upon not less than 30 days' notice at any time upon payment in cash of $25.00 per share, plus an amount equal to all accumulated and unpaid dividends thereon to the date of redemption, whether or not such dividends shall have been earned or declared; provided, however, that prior to February 1, 1999 none of the shares of the New Preferred Stock--$25 Par may be redeemed. OTHER PROVISIONS The holders of preferred stock are not entitled to any pre-emptive or other subscription rights. No sinking fund is provided for the New Preferred Stock--$25 Par. The shares of the New Preferred Stock--$25 Par, when duly issued and paid for in accordance with the Purchase Agreement hereinafter mentioned, will be fully paid and non-assessable. 1 FEDERAL INCOME TAX--DIVIDENDS RECEIVED DEDUCTION The New Preferred Stock--$25 Par constitutes "preferred stock" and is being issued to redeem the Company's 8.08% Cumulative Preferred Stock (Par Value $100 per share) which also constitutes "preferred stock" and was issued to refund First and Refunding Mortgage Bonds of the Company issued prior to October 1, 1942. Therefore, the following Federal income tax consequences shall apply to an investment in the New Preferred Stock--$25 Par. In the opinion of Ivins, Philips & Barker, Chartered, of Washington, D.C., special tax counsel for the Company, the ability of corporate holders of the New Preferred Stock--$25 Par to claim a dividends received deduction for Federal income tax purposes will be governed by Section 244(a) of the Internal Revenue Code of 1986, as amended ("Code"). Section 244(a) of the Code provides that a corporate recipient shall be allowed a dividends received deduction equal to 70% of the excess of (a) the amount of the dividend received with respect to the New Preferred Stock--$25 Par, over (b) the amount derived by multiplying the amount of such dividend received by a fraction, the numerator of which is 14%, and the denominator of which is the highest rate of corporate income tax specified in Section 11(b) of the Code. PENNSYLVANIA PERSONAL PROPERTY TAX In the opinion of Ballard Spahr Andrews & Ingersoll, of Philadelphia, Pennsylvania, Pennsylvania counsel to the Company, the New Preferred Stock--$25 Par is exempt under Pennsylvania law, as presently in effect, from all personal property taxes in Pennsylvania. ------------------------ Transfer agents for the New Preferred Stock--$25 Par are the transfer clerks at the office of the Company, 80 Park Plaza, P.O. Box 570, Newark, NJ 07101 and First Chicago Trust Company of New York, 30 West Broadway, New York, NY 10007. Registrars for the New Preferred Stock--$25 Par are First Fidelity Bank, National Association, 765 Broad Street, Newark, NJ 07101 and First Chicago Trust Company of New York, 30 West Broadway, New York, NY 10007. EX-99 9 EX-99 DESCRIPTION OF THE NEW PREFERRED STOCK The following statement briefly summarizes certain provisions of Articles IV and V of the Company's Restated Certificate of Incorporation, as amended, and as proposed to be amended to create the New Preferred Stock, copies of which Restated Certificate of Incorporation and amendments thereto (hereinafter called the "Charter"), and the proposed amendment creating the New Preferred Stock, are filed as Exhibits 3a(1) through 3a(5) to the registration statement of which this Prospectus is a part (the "Registration Statement"). For a complete statement of such provisions reference is made to such exhibits, and to the particular Articles and Subdivisions of the Charter, hereinafter referred to, and the following statement is qualified in its entirety by such reference. The Charter authorizes the issuance of two classes of preferred stock (hereinafter collectively called the "preferred stock") consisting of 7,500,000 shares of Preferred Stock having a par value of $100 per share (hereinafter called "Preferred Stock ($100 Par)") and 10,000,000 shares of Preferred Stock-$25 Par. All shares of Preferred Stock ($100 Par) and Preferred Stock-$25 Par which are redeemed by the Company are cancelled and, upon such cancellation, are restored to the status of authorized but unissued shares, not classified as to series. The Preferred Stock ($100 Par) and the Preferred Stock-$25 Par rank equally with respect to dividends and distribution of assets upon liquidation or dissolution of the Company. All series of each class of preferred stock rank equally with all other series of the same class, and all series of the same class must be alike in all respects, except for variations and differences between series as to rate of dividends, redemption provisions, amounts payable upon liquidation or dissolution, any sinking fund and any conversion rights, all as determined by the Company's Board of Directors. If any dividends or the amounts payable on liquidation or dissolution of the Company are not paid in full upon all shares of preferred stock, all shares of preferred stock shall participate ratably, as to the payment of dividends, in proportion to the sums which would be payable thereon if all dividends thereon were paid in full, and, in case of liquidation or dissolution of the Company, in proportion to the sums which would be payable on such liquidation or dissolution if all sums payable thereon to holders of all shares of preferred stock were discharged in full. As of September 30, 1993, there were 5,799,942 shares of Preferred Stock ($100 Par) and no shares of Preferred Stock-$25 Par issued and outstanding. DIVIDEND RIGHTS See the accompanying Prospectus Supplement. So long as any shares of preferred stock are outstanding, no dividend (other than dividends payable in shares of common stock) may be paid on or set apart for the common stock, nor may any shares thereof be purchased, redeemed or otherwise acquired for value by the Company or any subsidiary, unless (i) the Company is not in arrears in respect of any dividends on, or sinking fund for any series of, preferred stock; (ii) full dividends on all outstanding shares of preferred stock for the then current quarterly dividend period have been declared and set apart; and (iii) after giving effect to the payment of such dividend or such purchase, redemption or other acquisition, the capital of the Company represented by its common stock, plus its surplus, exceeds the aggregate of the amounts payable on involuntary liquidation or dissolution of the Company in respect of all shares of preferred stock then outstanding. No dividends may be paid on stock of the Company except out of its earned surplus. 1 VOTING RIGHTS If dividends upon any shares of preferred stock are in arrears in an amount at least equal to the annual dividend thereon, the holders of preferred stock, voting separately as a single class, are entitled to elect a majority of the Company's Board of Directors. Such voting rights of the holders of preferred stock to elect directors shall continue until all accumulated and unpaid dividends thereon have been paid, whereupon all such voting rights shall cease, subject to being again revived from time to time. Stockholders of all classes, including holders of preferred stock when entitled to vote, are entitled to cumulative voting in the election of directors. Without the consent of the holders of two-thirds of the preferred stock then outstanding, voting as a single class, the Company may not issue preferred stock unless (1) net earnings of the Company available for the payment of interest charges, after provisions for all taxes, for any 12 consecutive months out of the 15 preceding months, shall have been at least 1 1/2 times the aggregate of the annual interest requirements on its indebtedness to be outstanding immediately after the issuance of such shares and the annual dividend requirements on all preferred stock to be then outstanding, and (2) the capital of the Company represented by its common stock, plus its surplus, shall exceed the aggregate of the amounts payable on involuntary liquidation or dissolution of the Company in respect of all shares of its preferred stock to be outstanding immediately after the issuance of such additional shares. When voting as a single class the holders of Preferred Stock ($100 Par) are entitled to one vote per share, and the holders of Preferred Stock-$25 Par are entitled to 1/4 vote per share. Without the consent of the holders of two-thirds of each class of outstanding preferred stock, the Company may not adopt any amendment to the Charter which would (1) create or authorize any class of stock ranking prior to or equally with such class as to dividends or distribution of assets on liquidation or dissolution of the Company, or (2) adversely affect the rights or preferences of the holders of any shares of such class, provided, that if any such amendment adversely affects less than all series of such class only the consent of the holders of two-thirds of each series so affected is required, and that no consent of the holders of either class of preferred stock is required for increasing the amount of authorized preferred stock. Without the consent of the holders of a majority of each class of outstanding preferred stock, the Company may not consolidate or merge with or into any other corporation unless none of the rights or preferences of the holders of such class will be adversely affected thereby, and unless the corporation resulting therefrom will have outstanding immediately thereafter no stock, except the preferred stock, ranking prior to or equally with such class as to dividends or distribution of assets on liquidation or dissolution of the Company. Except as otherwise required by law, the holders of the common stock have all other voting rights in the Company. Public Service Enterprise Group Incorporated is the owner of all of the outstanding common stock of the Company. LIQUIDATION RIGHTS On liquidation or dissolution of the Company (not including a consolidation or merger to which the Company is a party), before any payment or distribution is made to the holders of the common stock, the holder of each share of preferred stock of each series is entitled to be paid (1) if such liquidation or dissolution be involuntary, the par value thereof, or, (2) if such liquidation or dissolution be voluntary, 2 the amount established by the Board of Directors in respect of the shares of such series, which in the case of each outstanding series is the optional redemption price then in effect, plus in each case an amount equal to all accumulated and unpaid dividends thereon to the date of such payment, whether or not such dividends shall have been earned or declared, and no more. REDEMPTION AND SINKING FUND PROVISIONS (IF ANY) See the accompanying Prospectus Supplement for details of the redemption and sinking fund provisions (if any) applicable to the New Preferred Stock. OTHER PROVISIONS The holders of preferred stock are not entitled to any pre-emptive or other subscription rights. The shares of the New Preferred Stock, when duly issued and paid for in accordance with the Purchase Agreement hereinafter mentioned, will be fully paid and non-assessable. FEDERAL INCOME TAX--DIVIDENDS RECEIVED DEDUCTION The Company presently has outstanding 150,000 shares of its 8.08% Cumulative Preferred Stock (Par Value $100 per share). This series of preferred stock is what is commonly referred to as "old money" preferred stock since it was issued to refund or replace bonds of the Company issued prior to October 1, 1942. In the opinion of Ivins, Phillips and Barker, Chartered, special tax counsel to the Company, under current Federal income tax law, to the extent that any of the New Preferred Stock is issued to refund or replace "old money" preferred stock, the ability of corporate holders of such New Preferred Stock to claim a dividends received deduction for Federal income tax purposes with respect to dividends relating thereto will be limited as provided in Section 244(a) of the Internal Revenue Code of 1986, as amended (the "Code"). Generally,Section 244(a) of the Code limits the dividends received deduction to which a corporate holder would otherwise be entitled to an amount equal to 70 percent of the excess of (a) the amount of dividend received over (b) the amount derived by multiplying the amount of the dividend received by a fraction, the numerator of which is 14 percent, and the denominator of which is the highest rate of corporate income tax specified in Section 10(b) of the Code. See the accompanying Prospectus Supplement for a discussion of use of proceeds for the New Preferred Stock and for any additional Federal income tax considerations. PENNSYLVANIA PERSONAL PROPERTY TAX In the opinion of Ballard Spahr Andrews & Ingersoll, of Philadelphia, PA, Pennsylvania counsel to the Company, the New Preferred Stock is exempt under Pennsylvania law, as presently in effect, from all personal property taxes in Pennsylvania. ------------------------ Transfer agents for the New Preferred Stock are the transfer clerks at the office of the Company, 80 Park Plaza, P.O. Box 570, Newark, NJ 07101 and First Chicago Trust Company of New York, 30 West Broadway, New York, NY 10007. Registrars for the New Preferred Stock are First Fidelity Bank, N.A., New Jersey, 765 Broad Street, Newark, NJ 07101 and First Chicago Trust Company of New York, 30 West Broadway, New York, NY 10007. 3 -----END PRIVACY-ENHANCED MESSAGE-----