Exhibit 3-4
TRUST AGREEMENT
This TRUST AGREEMENT, dated as of December 21, 2001 (this "Trust
Agreement"), among Public Service Electric and Gas Company, a New Jersey
corporation, as "Depositor," and First Union Trust Company, National
Association, a banking association organized under the laws of the United
States, and Xxxx X. Xxxxxx, as trustees (the "Trustees"). The Depositor and the
Trustees hereby agree as follows:
1. The trust created hereby shall be known as "PSE&G Capital Trust
IV," in which name the Trustees, or the Depositor to the extent provided herein,
may conduct the business of the Trust, make and execute contracts, and xxx and
be sued.
2. The Depositor hereby assigns, transfers conveys and sets over to
the Trustees the sum of $10. The Trustees hereby acknowledge receipt of such
amount in trust from the Depositor, which amount shall constitute the initial
trust estate. The Trustees hereby declare that they will hold the trust estate
in trust for the Depositor. It is the intention of the parties hereto that the
Trust created hereby constitutes a business trust under Chapter 38 of Title 12
of the Delaware Code, 12 Del. C. ss.3801, et seq. (the "Business Trust Act"),
and that this document constitutes the governing instrument of the Trust. The
Trustees are hereby authorized and directed to execute and file a certificate of
trust with the Delaware Secretary of State in accordance with the provisions of
the Business Trust Act.
3. The Depositor and the Trustees will enter into an amended and
restated Trust Agreement, satisfactory to each party and substantially in the
form included as an exhibit to the 1933 Act Registration Statement (as defined
below), to provide for the contemplated operation of the Trust created hereby
and the issuance of the Preferred Securites and Common Securities referred to
therein. Prior to the execution and delivery of such amended and restated Trust
Agreement, the Trustees shall not have any duty or obligation hereunder or with
respect to the trust estate, except as otherwise required by applicable law or
as may be necessary to obtain prior to such execution and delivery any licenses,
consents or approvals required by applicable law or otherwise.
4. The Depositor and the Trustees hereby authorize and direct the
Depositor, as a sponsor of the Trust, (i) to file with the Securities and
Exchange Commission (the "Commission") and execute, in each case on behalf of
the Trust, (a) the Registration Statement on Form S-3 or other appropriate form
(the "1933 Act Registration Statement"), including any pre-effective or
post-effective amendments to the 1933 Act Registration Statement (including any
preliminary prospectus, prospectus or prospectus supplements, and the exhibits
contained therein), relating to the registration under the Securites Act of
1933, as amended, of the Preferred Securities of the Trust and possibly certain
other securities and (b) a Registration Statement on Form 8-A or other
appropriate form (the "1934 Act Registration Statement")(including all
pre-effective and post-effective amendments thereto) relating to the
registration of the Preferred Securities of the Trust under the Securities
Exchange Act of 1934, a amended; (ii) to file with the New York Stock Exchange
or any other stock exchange or The Nasdaq National Market (each, an "Exchange")
and execute on behalf of the Trust one or more listing applications and all
other applications, statements, certificates, agreements and other instruments
as shall be
necessary or desirable to cause the Preferred Securities to be listed on any of
the Exchanges; (iii) to file and execute on behalf of the Trust such
applications, reports, surety bonds, irrevocable consents, appointments of
attorney for service of process and other papers and documents as shall be
necessary or desirable to register the Preferred Securities under the securities
or "Blue Sky" laws of such jurisdictions as the Depositor, on behalf of the
Trust, may deem necessary or desirable; (iv) to execute and deliver letters or
documents to, or instruments for filing with, a depository relating to the
Preferred Securities; and (v) to execute on behalf of the Trust that certain
Underwriting Agreement relating to the Preferred Securities, among the Trust,
the Depositor and the several Underwriters named therein, substantially in the
form included as an exhibit to the 1933 Act Registration Statement. In the event
that any filing and referred to in clauses (i), (ii) and (iii) above is required
by the rules and regulations of the Commission, an Exchange or state securities
or blue sky laws, to be executed on behalf of the Trust by any of the Trustees,
Xxxx X. Xxxxxx, in his capacity as a trustee of the Trust, is hereby authorized
and directed to join in any such filing and to execute on behalf of the Trust
any and all of the foregoing. In connection with all of the foregoing, the
Depositor hereby constitutes and appoints Xxxx X. Kabrer as its true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for the Depositor or in the Depositor's name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to the 1933 Act Registration Statement and the 1934 Act Registration Statement
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Commission, granting unto said attorney-in-fact
and agent full power and authority to do and perform each and every act and
thing requisite and necessary to be done in connection therewith, as fully to
all intends and purposes as the Depository might or could to in person, hereby
ratifying and confirming all that said attorney-in-fact and agent, or his
respective substitute, shall do or cause to be done by virtue hereof.
5. This Trust Agreement may be executed in one or more counterparts.
6. The number of Trustees initially shall be two (2) and thereafter
the number of Trustees shall be such number as shall be fixed from time to time
by a written instrument signed by the Depositor which may increase or decrease
the number of Trustees; provided, however, that to the extent required by the
Business Trust Act, one Trustee shall either be a natural person who is a
resident of the State of Delaware or, if not a natural person, an entity which
has its principal place of business in the State of Delaware and otherwise meets
the requirements of applicable Delaware law. Subject to the foregoing, the
Depositor is entitled to appoint or remove without cause any Trustee at any
time. The Trustees may resign upon thirty (30) days' prior notice to the
Depositor.
7. The Depositor may, in its sole discretion, dissolve and terminate
the Trust.
8. This Trust Agreement shall be governed by, and construed in
accordance with, the laws of the State of Delaware (without regard to conflict
of laws principles).
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IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement to
be duly executed as of the day and year first above written.
PUBLIC SERVICE ELECTRIC AND
GAS COMPANY, as Depositor
By: /s/ R. Xxxxx Xxxxxxx
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Name: R. Xxxxx Xxxxxxx
Title: Senior Vice President and General Counsel
FIRST UNION TRUST COMPANY, NATIONAL
ASSOCIATION, as Trustee
By: /s/ Xxxxxxx X. Xxxx
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Name: Xxxxxxx X. Xxxx
Title: Vice President
XXXX X. XXXXXX, as Trustee
/s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx
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