Exhibit 10a(2)

MID-CAREER
HIRE SUPPLEMENTAL RETIREMENT INCOME PLAN

FOR
SELECTED EMPLOYEES OF

PUBLIC
SERVICE ENTERPRISE GROUP INCORPORATED

AND
ITS AFFILIATES

Amended
April 2007, Effective as of January 1, 2006

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TABLE
OF CONTENTS

|                                                       |  |  
|------------------------------------------------------ |  | -
|Section 1. Definitions                                 |  | 1
|                                                       |  |  
|Section 2.
  Eligibility                               |  | 3
|                                                       |  |  
|Section 3.
  Supplemental Retirement Benefit           |  | 4
|                                                       |  |  
|Section 4.
  Supplemental Surviving Spouse Benefit     |  | 5
|                                                       |  |  
|Section 5.
  Administration of the Plan                |  | 5
|                                                       |  |  
|Section 6.
  Claims Procedure and Status Determination |  | 7
|                                                       |  |  
|Section 7.
  Amendment or Termination                  |  | 7
|                                                       |  |  
|Section 8.
  General Provisions                        |  | 8
|                                                       |  |  
|Section 9.
  Miscellaneous                             |  | 9

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MID-CAREER
HIRE SUPPLEMENTAL RETIREMENT INCOME PLAN
FOR SELECTED EMPLOYEES OF
PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED AND ITS AFFILIATES

Public
Service Electric and Gas Company previously established effective as of
January 1, 1997, and currently maintains, the Mid-Career Hire Supplemental
Retirement Income Plan for Selected Employees of Public Service Electric and
Gas Company and its Affiliates. Effective December 13, 1999, Public Service
Electric and Gas Company transferred sponsorship of the plan to the Company and
the plan was renamed the Mid-Career Hire Supplemental Retirement Income Plan
for Selected Employees of Public Service Enterprise Group Incorporated and its
Affiliates. Furthermore, effective as of December 1, 2005, the Plan was
amended as set forth in this document to conform with the requirements of The
American Jobs Creation Act of 2004. This Plan was established for the purpose
of assisting in attracting and retaining a stable pool of key managerial and
professional talent and long-term key employee commitment by providing certain
supplemental retirement benefits based upon additional service credit for a
selected number of key employees who participate in the Pension Plan of Public
Service Enterprise Group Incorporated. This Plan is intended to constitute an
unfunded plan of deferred compensation for a select group of management or
highly compensated employees for purposes of Title 1 of ERISA.

The
Plan was last amended, effective as of January 1, 2006, to conform the Plan to
certain requirements of Code Section 409A, as well as to provide for lump sum
payments of deminimus benefits and the terms contained herein shall supersede
all prior iterations of the Plan.

Section 1. Definitions

When
used herein, the words and phrases hereinafter defined shall have the following
meanings unless a different meaning is clearly required by the context of the
Plan:

1.1
Affiliate shall mean any organization which is a member of a controlled group
of corporations (as defined in Code Section 414(b), as modified by Code Section
415(h)) which includes the Company; or any trades or businesses (whether or not
incorporated) which are under common control (as defined in Code Section
414(c), as modified by Code Section 415(h)) with the Company; or a member of an
affiliated service group (as defined in Code Section 414(m)) which includes the
Company or any other entity required to be aggregated with the Company as
required by regulations promulgated pursuant to Code Section 414(o).

1.2
Beneficiary shall mean any person or persons selected by a Participant on a
form provided by the Company who may become eligible to receive the benefits
provided under this Plan in the event of such Participants death.

1.3
Board of Directors or Board shall mean the Board of Directors of the
Company.

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1.4
Code shall mean the Internal Revenue Code of 1986, as amended, and as same
may be amended from time to time.

1.5
Company shall mean Public Service Enterprise Group Incorporated.

1.6
Compensation shall mean compensation as defined in the Reinstatement Plan.

1.7
Credited Service shall mean the aggregate of all periods of employment with
the Company or an Affiliate or former Affiliate and all periods of additional
service credit granted by the Company for which a Participant will be given
credit in computing his Supplemental Retirement Benefit.

1.8
Employee Benefits Committee or Committee shall mean the Employee Benefits
Committee of the Company.

1.9
Employee Benefits Policy Committee or Policy Committee shall mean the
Employee Benefits Policy Committee of the Company.

1.10
ERISA shall mean the Employee Retirement Income Security Act of 1974, as
amended, and as the same may be amended from time to time.

1.11
Normal Retirement Date shall mean the first day of the month coinciding with
or next following a Participants attainment of age 65 or the date at which the
sum of Participants age and years of service is equal to or exceeds 80.

1.12
Participant shall mean each employee or former employee of the Company or a
Participating Affiliate who is selected by the Chief Executive Officer of the
Company to participate in the Plan. The Chief Executive Officer of the Company
shall select such key employees of the Company and Participating Affiliates
upon such terms as he shall deem appropriate due to the employees
responsibilities and opportunity to contribute to the financial and operating
objectives of the Company or Participating Affiliate.

1.13
Participating Affiliate shall mean any Affiliate of the Company which (a) is
the sponsor or a Participating Affiliate of the Reinstatement Plan; (b) adopts
this Plan with the approval of the Board of Directors; (c) authorizes the Board
of Directors and the Employee Benefits Committee to act for it in all matters
arising under or with respect to this Plan; and (d) complies with such other
terms and conditions relating to this Plan as may be imposed by the Board of
Directors.

1.14
Pension Plan shall mean the Pension Plan of Public Service Enterprise Group
Incorporated (formerly known as the Pension Plan of Public Service Electric
and Gas Company), and each successor or replacement plan.

1.15
Plan shall mean this Mid-Career Hire Supplemental Retirement Income Plan for
Selected Employees of Public Service Enterprise Group Incorporated and its
Affiliates (formerly

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known as the
Mid-Career Hire Supplemental Retirement Income Plan for Selected Employees of
Public Service Electric and Gas Company and its Affiliates).

1.16
Plan Year shall mean the calendar year.

1.17
Reinstatement Plan shall mean the Retirement Income Reinstatement Plan for
Non-Represented Employees of Public Service Enterprise Group Incorporated and
its Affiliates (formerly known as the Retirement Income Reinstatement Plan for
Non-Represented Employees of Public Service Electric and Gas Company and its
Affiliates).

1.18
Reinstatement Plan Retirement Benefit shall mean the aggregate annual benefit
payable to a Participant pursuant to the Reinstatement Plan by reason of his
termination of employment with the Company and all Affiliates for any reason
other than death.

1.19
Reinstatement Plan Surviving Spouse Benefit shall mean the aggregate annual
benefit payable to the Surviving Spouse of a Participant pursuant to the
Reinstatement Plan in the event of the death of the Participant at any time
prior to commencement of payment of his Reinstatement Plan Retirement Benefit.

1.20
Supplemental Retirement Benefit shall mean the benefit payable to a
Participant pursuant to this Plan by reason of his termination of employment
with the Company and all Affiliates for any reason other than death.

1.21
Surviving Spouse shall mean a person who is married to a Participant at the
date of his death.

1.22
Year of Service shall mean Year of Service as defined in the Pension Plan.

1.23
Supplemental Surviving Spouse Benefit shall mean the benefit payable to a
Surviving Spouse pursuant to this Plan.

Section 2. Eligibility

2.1
A Participant who is selected by the Chief Executive Officer of the Company to
participate in this Plan shall be eligible to receive a Supplemental Retirement
Benefit. The Surviving Spouse of a Participant described in the preceding
sentence who dies prior to commencement of payment of his Reinstatement Plan
Retirement Benefit shall be eligible to receive a Supplemental Surviving Spouse
Benefit.

2.2
Upon selection for participation in the Plan, the Chief Executive Officer shall
designate the number of years of additional Credited Service to which such
Participant shall be entitled to be credited in calculating his Supplemental
Retirement Benefit under this Plan. The Chief Executive Officer shall notify
the Vice President - Human Resources in writing of such selection and
designation.

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Section 3. Supplemental
Retirement Benefit

3.1
The Supplemental Retirement Benefit payable to an eligible Participant shall be
equal to the excess of (a) over (b) where:

| |  |     |                                                                                                                                                                                                                                                                                                                              
| |  | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | (a) | is the sum
  of the amount of Pension Plan Retirement Benefit and Reinstatement Plan
  Retirement Benefit to which the Participant would have been entitled under
  the Pension Plan and the Reinstatement Plan if such benefits were computed
  with the additional years of Credited Service provided for in this Plan; and
| |  |     |                                                                                                                                                                                                                                                                                                                              
| |  | (b) | is the sum
  of the Pension Plan Retirement Benefit and Reinstatement Plan Retirement
  Benefit actually payable to the Participant or payable to a third party on
  the Participants behalf.                                                                                                                               

The
amounts described in (a) and (b) shall be computed as of the date of
termination of employment of the Participant with the Company and all
Affiliates in the form of a single life annuity payable over the lifetime of
the Participant only commencing on his Normal Retirement Date.

3.2.The
Supplemental Retirement Benefit payable to a Participant shall be paid in the
form of a life annuity in monthly installments or a joint and survivor annuity
in monthly installments based calculated in accordance with the form of benefit
option selected by the Participant; provided, however, that if the Participant
has selected a lump-sum distribution under the Pension Plan or the Cash Balance
Plan, distribution under this Plan shall be made in the form of a single
annuity.

Provided,
further, that that if the vested Plan benefit of a participant or beneficiary,
as presently valued at the time of commencement of the payment of such benefit,
does not exceed $10,000, such person shall be paid a lump-sum distribution of
the actuarial equivalent of his/her vested plan benefit (in determining the
amount of a lump sum distribution under this Plan, actuarial equivalence shall
be determined by using the Applicable Mortality Table and the Applicable Interest
Rate as those terms are defined in Section 1 of the Pension Plan of Public
Service Enterprise Group Incorporated as then in effect).

3.3
Payment hereunder of the Supplemental Retirement Benefit to a Participant shall
commence on the same date as payment of the Pension Plan Retirement Benefit or
Reinstatement Plan Retirement Benefit, as applicable, to the Participant
commences except that for any Participant who is a Key Employee, as defined
in the Code, commencement of his/her benefit may not occur earlier than six
months following his/her Retirement.

3.4
A Supplemental Retirement Benefit which is payable in any form other than a
single life annuity over the lifetime of the Participant, or which commences at
any time prior to the Participants Normal Retirement Date, shall be the
actuarial equivalent of the Supplemental Retirement Benefit set forth in
Subsection 3.1 above as determined by the same actuarial adjustments as those
specified in the Pension Plan with respect to determination of the amount of

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retirement
benefits payable pursuant to the Pension Plan on the date for commencement of
payment hereunder.

Section 4. Supplemental
Surviving Spouse Benefit

4.1
If a Participant dies prior to commencement of payment of his Pension Plan
Retirement Benefit or Reinstatement Plan Retirement Benefit under circumstances
in which a Pension Plan Surviving Spouse Benefit or Reinstatement Plan
Surviving Spouse Benefit is payable to his Surviving Spouse, then a
Supplemental Surviving Spouse Benefit shall be payable to his Surviving Spouse
as hereinafter provided. The Supplemental Surviving Spouse Benefit payable to a
Surviving Spouse shall be equal to the excess of (a) over (b) where:

| |  |     |                                                                                                                                                                                                                                                                                                                                                                
| |  | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | (a) | is the sum
  of the amount of the Pension Plan Surviving Spouse Benefit or Reinstatement
  Plan Surviving Spouse Benefit to which the Surviving Spouse would have been
  entitled under the Pension Plan and Reinstatement Plan, as applicable, if
  such benefits were computed with the additional years of Credited Service
  provided for in this Plan; and
| |  |     |                                                                                                                                                                                                                                                                                                                                                                
| |  | (b) | is the sum
  of the Pension Plan Surviving Spouse Benefit and Reinstatement Plan Surviving
  Spouse Benefit actually payable to the Surviving Spouse.                                                                                                                                                                                                          

4.2
A Supplemental Surviving Spouse Benefit shall be payable over the lifetime of
the Surviving Spouse only in monthly installments commencing on the date for
commencement of payment of the Pension Plan Surviving Spouse Benefit or
Reinstatement Plan Surviving Spouse Benefit, as applicable, (or if both are
payable, the earlier to commence) to the Surviving Spouse and terminating on
the date of the last payment of the Pension Plan Surviving Spouse Benefit or
Reinstatement Plan Surviving Spouse Benefit, as applicable, made before the
Surviving Spouses death.

Provided,
further, that that if the vested Plan benefit of the Surviving Spouse, as
presently valued at the time of commencement of the payment of such benefit,
does not exceed $10,000, such person shall be paid a lump-sum distribution of
the actuarial equivalent of his/her vested plan benefit (in determining the
amount of a lump sum distribution under this Plan, actuarial equivalence shall
be determined by using the Applicable Mortality Table and the Applicable
Interest Rate as those terms are defined in Section 1 of the Pension Plan of
Public Service Enterprise Group Incorporated as then in effect).

Section 5. Administration of
the Plan

5.1
The Committee shall be the named fiduciary of this Plan responsible for the
general operation and administration of this Plan and for carrying out the
provisions thereof. The Committee shall have discretionary authority to
construe the terms of this Plan.

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5.2
The Committee shall adopt such rules and procedures as it deems necessary and
advisable to administer this Plan and to transact its business. Subject to the
other requirements of this Section 5, the Committee may

| |  |     |                                                                                                                                                               
| |  | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | (a) | employ
  agents to carry out non-fiduciary responsibilities;                                                                                                  
| |  |     |                                                                                                                                                               
| |  | (b) | employ
  agents to carry out fiduciary responsibilities (other than trustee
  responsibilities as defined in Section 405(c)(3) of ERISA);                     
| |  |     |                                                                                                                                                               
| |  | (c) | consult with
  counsel, who may be counsel to the Company or an Affiliate; and                                                                                
| |  |     |                                                                                                                                                               
| |  | (d) | provide for
  the allocation of fiduciary responsibilities (other than trustee
  responsibilities as defined in Section 405(c)(3) of ERISA) among its members.

However,
any action described in sub-paragraphs (b) or (d) of this subsection 5.2, and
any modification or rescission of any such action, may be erected by the
Committee only by a resolution approved by a majority of the Committee. The
Committee shall be entitled to rely conclusively upon all tables, valuations,
certificates, opinions and reports furnished by any actuary, accountant, controller,
counsel or other person employed or engaged by the Committee with respect to
this Plan.

5.3
The Committee shall keep written minutes of all its proceedings, which shall be
open to inspection by the Board of Directors. In the case of any decision by
the Committee with respect to a claim for benefits under this Plan, such
Committee shall include in its minutes a brief explanation of the grounds upon
which such decision was based.

5.4
In performing their duties, the members of the Committee shall act solely in
the interest of the Participants in this Plan and their Beneficiaries and

| |  |     |                                                                                                                                                                                                                                                               
| |  | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | (a) | for the
  exclusive purpose of providing benefits to Participants and their
  Beneficiaries;                                                                                                                                                                  
| |  |     |                                                                                                                                                                                                                                                               
| |  | (b) | with the
  care, skill, prudence and diligence under the circumstances then prevailing
  that a prudent person acting in like capacity and familiar with such matters
  would use in the conduct of an enterprise of alike character and with like
  aims; and
| |  |     |                                                                                                                                                                                                                                                               
| |  | (c) | in
  accordance with the documents and instruments governing this Plan insofar as
  such documents and instruments are consistent with the provisions of Title I
  of ERISA.                                                                                  

5.5
In addition to any other duties the Committee may have, the Committee shall
review the performance of all persons to whom the Committee shall have
delegated or allocated fiduciary duties pursuant to the provisions of this
Section 5.

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5.6
The Company agrees to indemnify and reimburse, to the fullest extent permitted
by law, members of the Committee, directors and employees of the Company and
its Affiliates, and all such former members, directors and employees, for any
and all expenses, liabilities or losses arising out of any act or omission
relating to the rendition of services for or the management and administration
of this Plan.

5.7
No member of the Committee nor any delegate thereof shall be personally liable
by virtue of any contract, agreement or other instrument made or executed by
him or on his behalf in such capacity.

Section 6. Claims Procedure and
Status Determination

6.1
Claims for benefits under this Plan and requests for a status determination
shall be filed in writing with the Company.

6.2
In the case of a claim for benefits, written notice shall be given to the claiming
Participant or Beneficiary of the disposition of such claim, setting forth
specific reasons for any denial of such claim in whole or in part. If a claim
is denied in whole or in part, the notice shall state that such Participant or
Beneficiary may, within sixty days of the receipt of such denial, request in
writing that the decision denying the claim be reviewed by the Committee and
provide the Committee with information in support of his position by submitting
such information in writing to the Secretary of the Committee.

6.3
The Committee shall review each claim for benefits which has been denied in
whole or in part and for which such review has been requested and shall notify,
in writing, the affected Participant or Beneficiary of its decision and the
reasons therefor.

6.4
In the case of a request for status determination, written notice shall be
given to the requesting person within a reasonable time setting forth specific
reasons for the decision.

Section 7. Amendment or Termination

7.1
The Company reserves the right to amend or terminate this Plan when, in the
sole opinion of the Company, such amendment or termination is advisable. Any
such amendment or termination shall be made pursuant to a resolution of the
Board or of the Employee Benefits Policy Committee and shall be effective as
provided for in such resolution.

7.2
No amendment or termination of this Plan shall directly or indirectly deprive
any current or former Participant, Beneficiary or Surviving Spouse of all or
any portion of any Supplemental Retirement Benefit or Supplemental Surviving
Spouse Benefit payment which has commenced prior to the effective date of such
amendment or termination or the right to which has accrued on such effective
date.

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Section 8. General Provisions

8.1
This Plan at all times shall be entirely unfunded and no provision shall at any
time be made with respect to segregating any assets of the Company or any
Affiliate for payment of any benefits hereunder. No Participant, Beneficiary,
Surviving Spouse or any other person shall have any interest in any particular
assets of the Company or any Affiliate by reason of the right to receive a
benefit under this Plan and any such Participant, Beneficiary, Surviving Spouse
or other person shall have only the rights of a general unsecured creditor with
respect to any rights under the Plan.

8.2
Except as otherwise expressly provided herein, all terms and conditions of the
Pension Plan and the Reinstatement Plan applicable to a benefit paid to a
Participant or a Surviving Spouse Benefit under such plans shall also be
applicable to a Supplemental Retirement Benefit or a Supplemental Surviving
Spouse Benefit payable hereunder. Any benefit payable under the Pension Plan or
the Reinstatement Plan, shall be paid solely in accordance with the respective
terms and conditions of the Pension Plan and the Reinstatement Plan and nothing
in this Plan shall operate or be construed in any way to modify, amend or
affect the terms and provisions of the Pension Plan or the Reinstatement Plan.

8.3
Nothing contained in this Plan shall constitute a guaranty by the Company or
any other entity or person that the assets of the Company or any Affiliate will
be sufficient to pay any benefit hereunder.

8.4
No Participant or Surviving Spouse shall have any right to a benefit under this
Plan except in accordance with the terms of this Plan. Establishment of this
Plan shall not be construed to give any Participant the right to be retained in
the service of the Company or any Affiliate.

8.5
No interest of any person or entity in, or right to receive a benefit under,
this Plan shall be subject in any manner to sale, transfer, assignment, pledge,
attachment, garnishment or other alienation or encumbrance of any kind; nor any
such interest or right to receive a benefit be taken, either voluntarily or
involuntarily, for the satisfaction of the debts of, or other obligations or
claims against, such person or entity, including claims for alimony, support,
separate maintenance and claims in bankruptcy proceedings.

8.6
This Plan shall be construed and administered under the laws of the United
States and the State of New Jersey to the extent not superseded by Federal law.
This Plan is specifically intended to comply with the provisions of The
American Jobs Creation Act of 2004 (the AJCA) and Section 409A of the Code
and it shall automatically incorporate all applicable restrictions of the AJCA,
the Code and its related regulations, and the Company will amend the Plan to
the extent necessary to comply with those requirements. The timing under which
a Participant will have a right to receive any payment under this Plan will be
deemed to be automatically modified, and a Participants rights under the Plan
limited to conform to any requirements under, the AJCA, the Code and its
related regulations.

8.7
If the present value of any Supplemental Retirement Benefit or Supplemental
Surviving Spouse benefit under this Plan and all other plans required under the
Section 409A of the Code to be aggregated with this Plan, is less than $1,000,
the Company may pay the present

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value of such
Benefit to the Participant or Surviving Spouse in a single lump-sum in lieu of
any further benefit payments hereunder.

8.8
Actuarial assumptions to determine the present value of any benefit hereunder
shall be the same as used to determine the present value of benefits under the
Pension Plan.

8.9
If any person entitled to a benefit payment under this Plan is deemed by the
Committee to be incapable of personally receiving and giving a valid receipt
for such payment, then, unless and until claim therefor shall have been made by
a duly appointed guardian or other legal representative of such person, the
Committee may provide for such payment or any part thereof to be made to any
other person or institution then contributing toward or providing for the care
and maintenance of such person. Any such payment shall be a payment for the
account of such person and a complete discharge of any liability of the Company
and this Plan therefor.

8.10
This Plan shall inure to the benefit of and be binding upon the Company, its
successors and assigns, including but not limited to any corporation which may
acquire all or substantially all of the Companys assets and business or with
or into which the Company may be consolidated or merged.

8.11
Each Participant shall keep the Company informed of his current address and the
current address of his spouse. The Company shall not be obligated to search for
the whereabouts of any person. If the location of a Participant is not made
known to the Company within three (3) years after the date on which payment of
the Participants Supplemental Retirement Benefit may first be made, payment
may be made as though the Participant had died at the end of the three-year
period. If, within one additional year after such three-year period has
elapsed, or, within three years after the actual death of a Participant, the
Company is unable to locate any Surviving Spouse of the Participant, then the
Company shall have no further obligation to pay any benefit hereunder to such
Participant or Surviving Spouse or any other person, and such benefit shall be
irrevocably forfeited.

8.12
Notwithstanding any of the preceding provisions of this Plan, none of the
Company, the Committee or any individual acting as an employee or agent of the
Company or the Committee shall be liable to any Participant, former
Participant, Surviving Spouse or any other person for any claim, loss,
liability or expense incurred in connection with this Plan.

Section 9. Miscellaneous

9.1
As used herein, words in the masculine gender shall include the feminine and
the singular shall include the plural, and vice versa, unless otherwise
required by the context. Any headings used herein are included for ease of
reference only and are not to be construed so as to alter the terms hereof.

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