Exhibit 3-7b
AMENDMENT NO. 1
TO THE TRUST AGREEMENT OF PSE&G CAPITAL TRUST III
This Amendment No. 1 to the Trust Agreement of PSE&G Capital Trust III
(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 (formerly known as
First Union National Bank), as trustee (the "Property Trustee"), and ▇▇▇▇ ▇.
▇▇▇▇▇▇, an individual, as trustee.
WHEREAS, the Depositor, the Property Trustee, First Union Bank of Delaware
and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ entered into a Trust Agreement, dated as of April 19, 1996
(the "Original Trust Agreement"), and a Certificate of the Trust was filed with
the Secretary of State of the State of Delaware on April 19, 1996;
WHEREAS, on December 27, 2001, First Union Bank of Delaware was removed as
trustee of the Trust and First Union Trust Company, National Association was
appointed as trustee of the Trust;
WHEREAS, the Property Trustee has changed its name from First Union
National Bank to Wachovia Bank, National Association;
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 remove ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ as a trustee of
the Trust and to appoint ▇▇▇▇ ▇. ▇▇▇▇▇▇ as an additional trustee of the Trust;
WHEREAS, ▇▇▇▇ ▇. ▇▇▇▇▇▇ desires to become an 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 (i) First Union National Bank has
changed its name to Wachovia Bank, National Association, and (ii) 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
removes ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ as a trustee of the Trust and hereby appoints ▇▇▇▇ ▇.
▇▇▇▇▇▇ as an additional
trustee of the Trust. ▇▇▇▇ ▇. ▇▇▇▇▇▇ hereby accepts such appointment and agrees
to be a trustee of 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]
-2-
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/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President and Treasurer
WACHOVIA TRUST COMPANY,
NATIONAL ASSOCIATION,
as Delaware Trustee
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
WACHOVIA BANK, NATIONAL
ASSOCIATION, as Property Trustee
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
--------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇, as Trustee
-3-
