Exhibit 10a(4)

|                                   |                                        |                       
|---------------------------------- | -------------------------------------- | ----------------------
|Margaret M.
Pego, SPHR             | Human
Resources                        |                       
|Vice
  President - Human Resources | 80 Park
  Plaza, 21A, Newark, NJ 07102
|                                   | tel:
  973.430.7243 fax: 973.643.6063  |                       
|                                   | email:
  Margaret.Pego@pseg.com        |                       
|                                   |                                        |                       
|                                   |                                        | PSEG                  
|                                   |                                        | Services
  Corporation
|                                   |                                        |                       
|                                   | December
  8, 2006                    
|                                   |                                        |                       
|Mr. William Levis                  |                                        |                       
|106 Carlton Drive                  |                                        |                       
|Chaddsford, PA 19317               |                                        |                       
|                                   |                                        |                       
|Dear Bill:                         |                                        |                       

We
are pleased to offer you the position of President and Chief Nuclear Officer of
PSEG Nuclear, LLC, a subsidiary of PSEG Power, LLC, effective January 1, 2007
(DOE). In this position, you
will be an employee of PSEG Power. While you are employed by PSEG Power, you
will devote substantially all of your business time and efforts to the performance of your duties
and use your best efforts in such endeavors. Your acceptance of this offer of employment constitutes your
representation that your execution and performance of the requirements of this position will not
be in violation of any other agreement to which you are a party. PSEG Power is
a subsidiary of Public Service Enterprise Group Incorporated (Enterprise or PSEG). You may be assigned to
another executive position of similar or greater responsibility by the Chief Executive Officer of Enterprise.

You
will be paid a base salary of $500,000 and will be eligible for your first
salary review in December
2007. Salary reviews will be conducted annually thereafter.

Within
45 days following your DOE, PSEG Power will make a cash payment to you in the amount of $500,000 (subject to
withholdings according to the IRS and Company policy). This bonus must be repaid, and you agree to repay it, if you
leave the Company (voluntarily
or are terminated for cause): within
five (5) years of your DOE. In addition, if your 2006 annual incentive payment from Exelon Corporation is less than
$230,000, you will receive a
lump sum payment equaling the difference between $230,000 and such amount within ninety days.

You
will participate in PSEGs Management Incentive Compensation Plan (MICP)
under the terms and conditions
of that Plan. Your target incentive award will be 60% of your base salary. You may, however, be eligible to
receive up to 90% of your base salary

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|1 Cause means
  (i) the willful or negligent dereliction of, and continued failure by you to
  perform your dutieswith PSEG Power (other than
  any such failure resulting from your incapacity due to physical or mental
  illness),after a written demand forperformanceis delivered to
  you by the President - PSEG Power, L.L.C., whichidentifies the
  manner in which he believes that you have not so performed your duties; (ii)
  any conductconstituting a felony or
  moral turpitude; (iii) fraud or embezzlement; or (iv) failure to comply with
  theStandards of Integrity.

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dependent upon business
results. This may be adjusted from time to time in accordance with established plan procedures. There is no
guarantee of payment under the MICP, and any such payment will be contingent upon your establishment and successful
completion of goals and
objectives.

You
will be a participant in the Long-Term Incentive Plan (LTIP) of Enterprise and
you will receive an initial
grant of 50,000 shares of Restricted Stock of Enterprise, subject to the approval of the Organization and
Compensation Committee of the Board. Under the LTIP, 20,000 shares will vest on the third anniversary of your DOE. The
remaining 30,000shares will
vest on the sixth anniversary of your DOE. All of the shares will vest in the
event of your death or total and
permanent disability or, if your employment is terminated without cause. You will be paid any dividends on the
shares in cash. In addition, long-term compensation opportunity is reviewed annually pursuant to the terms of
the LTIP. The first such review
will take place in the first quarter of 2007, and is expected to provide total
value of approximately $500,000.
In the years thereafter, the number and form of LTIP grants recommended in any given year will
appropriately reflect your responsibilities and ability to contribute to the long-term success of
Enterprise.

You
are eligible for financial counseling on the same terms and conditions as
applied to other officers
of PSEG. You are also eligible to participate in the PSEG Deferred Compensation Plan For Certain Employees,
which allows you to defer all or a portion of your base pay and/or any incentive bonus you may receive in any given
year upon employment. You are
also eligible for an executive annual physical examination arranged through PSEGs Medical Department. In
addition, you are eligible to receive thirty (30) vacation days with pay beginning January 2,
2007.

| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | You are eligible for those
  benefits available to associates of PSEG Power with a similar date of hire generally,
  except as otherwise provided in this letter. In addition, you are eligible
  for the following: You will be eligible to participate in the Limited Supplemental Benefit Plan for Certain
  Employees of Public Service
  Enterprise Group and its Subsidiaries (the Limited Plan)if you remain employed by PSEG through
  January 16, 2013. Upon your retirement,
  The Limited Plan will provide a target supplemental pension. For example, if
  you complete 10 years of service with the Company upon your retirement, the
  Plan will provide retirement income equal to 40% of your final average
  earnings less the aggregate of 1) your actual pension provided by the Cash
  Balance Plan, b) your vested Exelon pension at your DOE and c) your primary
  Social Security benefit payable at normal retirement age. In addition, the
  Plan provides a supplemental death benefit equal to 150% of base compensation
  if death occurs while employed and before retirement.
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |  | Upon retirement (not
  before age 55 with at least five years of service), you will be eligible for the same cost sharing
  provisions for retiree medical coverage as those employees not currently
  eligible for Benefits 2000 (employed prior to January 1996). To facilitate
  this benefit, upon your retirement, PSEG Power will make a lump sum payment
  equal to the present value of the normal employer contribution toward health
  and welfare benefits                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

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| |   |                                                                                                                                                                                                                       
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                       
| |   | in retirement, as if you
  were eligible for such benefits as a retiree. You will make the same
  contributions as those made by a similarly situated employee eligible for
  such benefits and employer contribution.
| |   |                                                                                                                                                                                                                       
| |  | For the purpose of
  determining the duration of full-pay short-term temporary disability benefits, as of your DOE, you
  will be treated as if you had ten (10)years of service with PSEG.                           

A representative of the
Human Resources Department from Compensation and Benefits will meet with you at your convenience to explain
in more detail the provisions of the above plans. Please call Camille Valvano at 973-430-5879 to arrange this
meeting.

The
Company will provide you with a full size American made automobile and shall
provide the related maintenance,
repairs, insurance and costs of operation thereof.

You are eligible for reimbursement under the
Companys relocation policy for any future assignment or position with PSEG that would require you to
relocate.

Your
employment with PSEG is at-will and therefore you may be discharged with or
without cause and with or without notice at any time.

| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | In the event that your
employment is terminated without cause, except as provided in the bullet below, you will be
eligible those benefits attributed to Key Managers under the Public Service Enterprise Group Incorporated Separation Allowance
Benefits Plan
for Non-Represented Employees, except for those benefits set forth in
Section 4.1 of the Plan. In lieu of those benefit sprescribed in Section 4.1, you will be
eligible for a payment equaling one year of your then base salary, plus that years target annual incentive
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |  | In the event that your
  employment is terminated without cause or pursuant to the Change in Control provisions of the Key
  Executive Severance Plan of Public
  Service Enterprise Group, Inc., then the provisions of that Plan, in which you will be a Schedule B participant,
  will govern the severance to which
  you are entitled.                                                                                                                                                                                                
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

During
the course of your employment, you will have access to and become familiar
with Confidential Information
as defined below. You agree that you will not, directly orindirectly, disclose or use any Confidential
Information, except as required in the course of your employment with PSEG Nuclear or its affiliates and subsidiaries
and consistent with their
interests. All files, records, documents, or recordings, electronic or
otherwise, containing or
relating to Confidential Information, whether prepared by you or otherwise coming into your possession, will
remain the exclusive property of PSEG Power or its affiliates and subsidiaries.

As
used herein, the term Confidential Information means all trade secrets,
proprietary and confidential
business information belonging to, used by, or in the possession of PSEG Power or its affiliates and
subsidiaries, with respect to their respective business

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strategies, plans and
financial information, purchase or sale of property, leasing, pricing sales
programs-or-tactics, actual or
past sellers, purchasers, lessees, lessors or customers, those with whom PSEG Power or its affiliates and
subsidiaries has begun negotiations for new business, costs, employee compensation, marketing and development
plans, inventions and technology,
whether such Confidential Information is oral, written or electronically
recorded or stored, except
information in the public domain, information known to you prior to your employment with PSEG Power, and information
received by you from sources other than PSEG Power or its affiliates and subsidiaries, without obligation of
confidentiality. This obligation
survives the termination of your employment with PSEG Power, regardless of the reason for that termination.

You
acknowledge and agree that in the event of a breach by you of any of the
confidentiality terms of this
Agreement, PSEG will suffer irreparable harm for which money damages are not an adequate remedy, and that,
in the event of such breach, PSEG will beentitled to obtain an order of a court of competent jurisdiction for
equitable relief from such breach,
including, but not limited to, temporary restraining orders and preliminary
and/or permanent injunctions
against the breach of such agreements by you. Finally, you agree that you will
execute a Non-Compete and Non-Solicitation Agreement in the form annexed
hereto, as a condition of you employment in your new position.

Notwithstanding
any provision of this letter to the contrary, if you are a specified employee as defined in Section 409A of the
Internal Revenue Code of 1986, as amended (Code Section 409A), you will not be entitled to any payments upon a
termination of your employment
until the earlier of (i) the date which is six months after your termination of employment for any reason other than
death or (ii) the date of your death. The provisions of this Section 8 will only .apply if, and to
the extent, required to comply with Code Section409A.

If
you (or your representative) inform the Company that any provision of this
letter would cause you to
incur any additional tax or interest under Code Section 409A or any regulations or Treasury guidance promulgated
thereunder, the Company will consider in good faith reforming such provision, after consulting with you and
receiving your approval (which
will not be unreasonably withheld); provided that the Company agrees to
maintain, to the maximum extent
practicable, the original intent and economic benefit to you of the applicable provision without violating the
provisions of Code Section 409A.

Any
and all disputes arising out of or relating to this your employment, other than
an unemployment or
workers compensation claim, will, at the demand of either you or PSEG Power, whether made before or after the
institution of any legal proceeding, be resolved through binding arbitration administered by the American Arbitration
Association (AAA) in accordance
with the Employment Dispute Resolution Rules of the AAA and with the United States Arbitration Act. The arbitration
will be conducted in Newark, New Jersey before one arbitrator. If the parties cannot agree on
the arbitrator within 30 days after the demand for arbitration then either party may request the
AAA to select an arbitrator, which selection will be deemed acceptable to both parties. To the
maximum extent practicable, the arbitration proceeding will be concluded within 180 days of filing the demand for
arbitration with the AAA. The
parties will share all costs and fees of the arbitration equally, unless
otherwise

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awarded by the arbitrator.
Each party agrees to keep all such disputes and arbitration proceedings strictly confidential except for
disclosure of information required by law. Each party further agrees to abide by and perform any award rendered by the
arbitrator, and that a judgment
of a court of competent jurisdiction may be entered on the award.

Your
employment is governed by the laws of New Jersey, without reference to any
conflict of law rules or
regulations. If a court finds
any provision of this letter to be invalid, unenforceable or void, such provision will be severed from this letter
and will not affect the validity
or enforceability of any other provision of set forth herein. Moreover, this
letter contains the entire
agreement of the parties relating to the subject matter hereof, and supersedes in its entirety any and all prior
agreements, understandings or representations relating to the subject matter discussed herein, other than the
non-compete and non-solicitation agreement attached. No modifications to this
agreement will be valid unless made
in writing and signed by both parties.

As
part of PSEG Powers requirement for a work force that is free from the
influence of foreign
chemical substances, this offer of employment is conditional upon your
successful completion of a
medical examination which will include definitive analysis of a freshly  voided
urine specimen for the presence of commonly abused drugs, including marijuana. This offer is also conditional upon a
satisfactory background investigation and reference check.

If the foregoing is in accordance with your
understanding, please sign the enclosed copy of this letter and return it to me.

|                        |                                   
|----------------------- | ----------------------------------
|                        | Sincerely,                        
|                        |                                   
|                        | /s/ Margaret M. Pego              
|                        |                                   
|                        | Margaret M. Pego                  
|                        | Vice President  Human
  Resources
|                        |                                   
|Agreed to this 12th day |                                   
|of December, 2006.      |                                   
|                        |                                   
|/s/ William Levis       |                                   
|                        |                                   

Attachments: Non-Compete and
Non-Solicitation Agreement
Responsibilities of Corporate
Officers and Directors

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1

NON-COMPETITION-SOLICITATION
AGREEMENT

In
consideration of employment with Public Service Enterprise Group Incorporated,
or any subsidiary,
affiliate or successor-in-interest thereof (the Company), I agree to the following:

|   |                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|-- | ---------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. | Non-Compete     
|   |                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                  | During my employment with
  the Company, I agree not to compete in any manner, either directly or
  indirectly, whether for compensation or otherwise, with the Company, or to assist any
  other person or entity, business or otherwise, to compete with the Company. Further, during
  my employment with the Company, I agree not to engage in other conduct, employment or business
  enterprise that is in conflict
  with, may present an actual conflict with, or may appear to be in conflict with or to present a conflict with,
  the Company without the prior written permission of the Company. Such permission shall be by granted by the
  President of Power or his superior only.                                                                                                                                                                                                                       
|   |                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|2. | Non-Solicitation
|   |                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                  | During my employment with
  the Company and for a period of 2 years following my employment with the Company, I agree
  either on my own behalf or on behalf of any other person or entity, business or otherwise, directly or
  indirectly, not: (i) to hire,
  solicit, or encourage to leave the employ of the Company any person who is then an employee of the Company;
  (ii) to solicit, entice away or divert any person or entity who was or is then a customer or supplier of the
  Company or any other person
  sharing a business relationship with the Company; or (iii) to solicit, entice away or divert any person or
  entity who was identified as a potential customer or supplier of the Company at the time I was an employee of
  the Company and with respect
  to which I participated, directly or actively, in providing, selling, attempting to sell, or
  delivering services of the Company.
|   |                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|3. | General         
|   |                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | a.               | This Agreement shall be
  governed by and in accordance with the laws of the State of New Jersey and is being executed in the
  State of New Jersey. The laws of New Jersey (including the choice of law rule of New Jersey) shall govern
  the validity and
  interpretation of this Agreement as well as the performance by me and the Company of our respective duties and
  obligations. Ally dispute or claim relating to this Agreement shall be brought in a court of competent
  jurisdiction in New Jersey,
  and I hereby agree and consent to personal jurisdiction in New Jersey.                                                                                                                                                                                                                                                                                                                             
|   |                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | b.               | This Agreement shall not
  in any way be construed as to change, alter or modify the employment-at-will relationship between
  me and the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

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2

| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | c. | If any
  provision or clause of this Agreement, or portion thereof, shall be held by
  any court or other tribunal of competent jurisdiction to be illegal, void or
  unenforceable in such jurisdiction, the remainder of such provisions shall
  not thereby be affected and shall be given full effect, without regard to the
  invalid portion. It
  is agreed that it is the intention of the parties to this Agreement
  that if any court construes any provision or clause of this Agreement, or
  any. portion thereof, to be illegal, void or unenforceable because of the
  duration of such provision or the area or matter covered thereby, such court
  shall reduce the duration, area, or matter of such provision and, in its
  reduced form, such provision shall then be enforceable and shall be enforced.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | d. | I agree that
  if subsequent to execution of this Agreement I am transferred to or accept
  another position with any company affiliated with the Company, this Agreement
  shall continue in effect and shall be deemed as having been automatically
  assigned to such entity. Further, no change in assignment, position,
  department, division, unit or location to which I am assigned shall in any
  way affect
  the obligations under this Agreement. This Agreement shall not be
  affected by any change in name of the Company, or any consolidation, merger,
  acquisition or addition or deletion, and shall be automatically assigned to
  any successor company of the Company, and continue in effect thereafter in accordance with its terms.                                                               
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | e. | This
  Agreement shall inure to the benefit of the Companys successors or assigns
  and, as far as legally possible, shall be binding upon my heirs, legal
  representations and assigns.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | f. | This
  Agreement shall survive termination of my employment with the Company
  irrespective of the reasons therefor.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | g. | I
  acknowledge that: (i) I have read and understand this agreement; (ii) I fully
  understand the limitations which it imposes on me; (iii) I have had the
  opportunity to review this Agreement with the counsel of my choice; and (iv)
  I have signed and entered into this Agreement voluntarily and of my own free
  will.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

Acknowledged,
accepted and agreed this 8th day of December, 2006.

|                         |                    
|------------------------ | -------------------
|Signature of
  Employee: | /s/ William
  Levis
|                         |                    

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