Exhibit 3-8b
AMENDMENT NO. 1
TO THE TRUST AGREEMENT OF PSE&G CAPITAL TRUST IV
This Amendment No. 1 to the Trust Agreement of PSE&G Capital Trust IV (the
"Trust"), dated as of March 1, 2004 (this "Amendment"), is entered into among
Public Service Electric and Gas Company, a New Jersey corporation, as depositor
(the "Depositor"), Wachovia Trust Company, National Association (formerly known
as First Union Trust Company, National Association), as trustee (the "Delaware
Trustee"), Wachovia Bank, National Association, as trustee ("Wachovia Bank"),
and Xxxx X. Xxxxxx, an individual, as trustee.
WHEREAS, the Depositor, the Delaware Trustee and Xxxx X. Xxxxxx entered
into a Trust Agreement, dated as of December 21, 2001 (the "Original Trust
Agreement"), and a Certificate of the Trust was filed with the Secretary of
State of the State of Delaware on December 21, 2001;
WHEREAS, the Delaware Trustee has changed its name from First Union Trust
Company, National Association to Wachovia Trust Company, National Association;
WHEREAS, the Depositor desires to increase the number of trustees to three
(3) and to appoint Wachovia Bank, as additional trustee of the Trust; and
WHEREAS, to reflect the foregoing, the parties hereto desire to amend the
Original Trust Agreement.
IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby,
agree as follows:
AMENDMENT
1. The undersigned hereby confirm that First Union Trust Company, National
Association has changed its name to Wachovia Trust Company, National
Association.
2. Pursuant to Section 6 of the Trust Agreement, the Depositor hereby
increases the number of trustees to three (3) and appoints Wachovia Bank as an
additional trustee of the Trust. Wachovia Bank hereby accepts such appointment
and agrees to be a trustee on the Trust pursuant to the Trust Agreement.
3. Each reference in the Trust Agreement to "Business Trust Act" shall be
deemed a reference to the "Statutory Trust Act."
MISCELLANEOUS
1. This Amendment shall be binding upon, and shall enure to the benefit
of, the parties hereto and their respective successors and assigns.
2. This Amendment may be executed in counterparts, all of which together
shall constitute one agreement binding on all parties hereto, notwithstanding
that all such parties are not signatories to the original or same counterpart.
3. This Amendment shall be interpreted in accordance with the laws of the
State of Delaware (without regard to conflict of laws principles), all rights
and remedies being governed by such laws.
4. Except as modified by this Amendment, the Original Trust Agreement will
remain in full force and effect.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.
PUBLIC SERVICE ELECTRIC AND GAS COMPANY, as
Depositor
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President and Treasurer
WACHOVIA TRUST COMPANY,
NATIONAL ASSOCIATION,
as Delaware Trustee
By: /s/ Xxxxxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxxxxx X. Xxxxxxx
Title: Vice President
WACHOVIA BANK,
NATIONAL ASSOCIATION,
as Trustee
By: /s/ Xxxxx Xxxxxxxxx
-------------------------------------
Name: Xxxxx Xxxxxxxxx
Title: Vice President
/s/ Xxxx X. Xxxxxx
-------------------------------------------
Xxxx X. Xxxxxx, as Trustee
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