Exhibit 10a(2)

MID-CAREER
HIRE SUPPLEMENTAL RETIREMENT INCOME PLAN

FOR
SELECTED EMPLOYEES OF

PUBLIC
SERVICE ENTERPRISE GROUP INCORPORATED

AND
ITS AFFILIATES

Amended
December 2008, Effective as of January 1, 2009

---



TABLE
OF CONTENTS

|                                                      |  |   
|----------------------------------------------------- |  | --
|Section 1. Definitions                                |  | 1 
|                                                      |  |   
|Section 2.
 Eligibility                               |  | 5 
|                                                      |  |   
|Section 3.
 Supplemental Retirement Benefit           |  | 5 
|                                                      |  |   
|Section 4.
 Supplemental Surviving Spouse Benefit     |  | 8 
|                                                      |  |   
|Section 5.
 Administration of the Plan                |  | 9 
|                                                      |  |   
|Section 6.
 Claims Procedure and Status Determination |  | 10
|                                                      |  |   
|Section 7.
 Amendment or Termination                  |  | 11
|                                                      |  |   
|Section 8.
 General Provisions                        |  | 11
|                                                      |  |   
|Section 9.
 Miscellaneous                             |  | 13

---



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 (the AJCA). 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 or Cash Balance
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 is hereby amended, effective as of January 1, 2009, to provide for lump
sum payments of certain benefits, to revise provisions relating to lump sum
payments of de minimis benefits, to conform the Plan to certain requirements of
Code Section 409A, and to make certain other style and conforming changes 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 (a) any organization while it is a member of a
controlled group of corporations (as defined in Code Section 414(b)) which
includes the Company; or (b) any trades or businesses (whether or not
incorporated) while they are under common control (as defined in Code Section
414(c), as modified by Code Section 415(h)) with the Company.

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
Benefit Commencement Date shall mean the date on which a Participants
Supplemental Retirement Benefit shall commence or be paid under Subsection 3.3.

1.4
Board of Directors or Board shall mean the Board of Directors of the
Company.

1

---



1.5
Cash
Balance Plan shall mean the Cash Balance Pension Plan of Public Service
Enterprise Group Incorporated.

1.6
Code shall mean the Internal Revenue Code of 1986, as amended. A reference to
a section of the Code shall also refer to any regulations and other guidance
issued under that section.

1.7
Company shall mean Public Service Enterprise Group Incorporated.

1.8
Compensation shall mean compensation as defined in the Reinstatement Plan.

1.9
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.

1.10
Employee Benefits Committee or Committee shall mean the Employee Benefits
Committee of the Company.

1.11
Employee Benefits Policy Committee or Policy Committee shall mean the
Employee Benefits Policy Committee of the Company.

1.12
ERISA shall mean the Employee Retirement Income Security Act of 1974, as
amended. A reference to a section of ERISA shall also refer to any regulations
and other guidance issued under that section.

1.13
Final Earnings shall mean final earnings as defined in the Reinstatement
Plan.

1.14
Limited Plan shall mean the Limited Supplemental Benefits Plan for Certain
Employees of Public Service Enterprise Group Incorporated and its Subsidiaries
and any successor or replacement plan.

1.15
Normal Retirement Date shall mean the first day of the month coinciding with
or next following a Participants attainment of age 65. In the case of a
Participant who is employed after attaining age 65, Normal Retirement Date
shall mean the first day of the month coinciding with or next following the
date on which the Participants Separation from Service occurs.

1.16
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.

2

---



1.17
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.

1.18
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.

1.19
Pension Plan Retirement Benefit shall mean the aggregate annual benefit
payable to a Participant pursuant to the Pension Plan or the Cash Balance Plan,
as applicable, by reason of the Participants termination of employment with
the Company and all Affiliates for any reason other than death.

1.20
Plan shall mean this Mid-Career Hire Supplemental Retirement Income Plan for
Selected Employees of Public Service Enterprise Group Incorporated and its
Affiliates (formerly known as the Mid-Career Hire Supplemental Retirement
Income Plan for Selected Employees of Public Service Electric and Gas Company
and its Affiliates).

1.21
Plan Year shall mean the calendar year.

1.22
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).

1.23
Reinstatement Plan Retirement Benefit shall mean the aggregate annual benefit
payable to a Participant pursuant to the Reinstatement Plan for any reason
other than death.

1.24
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.

1.25
Retirement shall mean either (i) or (ii), as the case may be:

| |  |      |                                                                                                                                                                                                                                                                                                                                                    
| |  | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | (i)  | in the case
 of a Participant who participates in the Pension Plan, the Participant shall
 incur a Retirement for purposes of the Plan if he or she incurs a Separation
 from Service with the Company and its ERISA Affiliates after having attained
 age 65 or when the sum of Participants age and credited service are equal to
 or exceed 80.
| |  |      |                                                                                                                                                                                                                                                                                                                                                    
| |  | (ii) | in the
 case of a Participant who participates in the Cash Balance Plan, the
 Participant shall incur a Retirement for purposes of the Plan if he                                                                                                                                                                                                  

3

---



| |                                                                                                                                                                                                                                                           
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | or she incurs
 a Separation from Service with the Company and its ERISA Affiliates attaining
 age 65 or attaining age 55 and completing five or more years of credited
 service (as defined in the Cash Balance Plan).                                    
| |                                                                                                                                                                                                                                                           
| | Retirement
 shall not include termination of service with the right to a deferred pension
 under the Pension Plan or a deferred retirement benefit or early commencement
 of payment of a participants Cash Balance Account under the Cash Balance
 Plan.

1.26
Separation from Service shall mean, subject to paragraphs (a) and (b),
a Participants termination from employment with the Company and all
Affiliates, whether by retirement or resignation from or discharge by the
Company or an Affiliate.

| |                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                  | 
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
| | (a)
A Separation from Service shall be deemed
to have occurred if a Participant and the Company or any Affiliate reasonably
anticipate, based on the facts and circumstances, that either:                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                  | 
| |                                                                                                                                                                                                                                                                                                                                                                    | (1)
 the Participant will not provide any additional services for the Company or
 an Affiliate after a certain date; or                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                  | 
| |                                                                                                                                                                                                                                                                                                                                                                    | (2)
 the level of bona fide services performed by the Participant after a certain
 date will permanently decrease to no more than 50 percent of the average
 level of bona fide services performed by the Participant over the immediately
 preceding 36 months.
| |                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                  | 
| | (b)
 If a Participant is absent from employment due to military leave, sick leave,
 or any other bona fide leave of absence authorized by the Company or an
 Affiliate and there is a reasonable expectation that the Participant will
 return to perform services for the Company or an Affiliate, a Separation from
 Service will not occur until the latter of:
| |                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                  | 
| |                                                                                                                                                                                                                                                                                                                                                                    | (1)
 the first date immediately following the date that is six months after the
 date that the Participant was first absent from employment; or                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                  | 
| |                                                                                                                                                                                                                                                                                                                                                                    | (2)
 the date the Participant no longer retains a right to reemployment, to the
 extent the Participant retains a right to reemployment with the Company or
 any Affiliates under applicable law or by contract.                                                
| |                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                  | 
| | If
 a Participant fails to return to work upon the expiration of any military
 leave, sick leave, or other bona fide leave of absence where such leave is
 for less than six months, the Separation from Service shall occur as of the
 date of the expiration of such leave.                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                  | 

1.27
Specified Employee shall mean an individual who is a key employee (as defined
in Section 416(i) of the Code without regard to Section 416(i)(5)) of the Code)
of the

4

---



Company at any
time during the 12-month period ending on each December 31 (the identification
date). If an individual is a key employee as of an identification date, the
individual shall be treated as a Specified Employee for the 12-month period
beginning on the April 1 following the identification date.
Notwithstanding the foregoing, an individual shall not be treated as a
Specified Employee unless any stock of the Company or an Affiliate is publicly
traded on an established securities market or otherwise.

1.28
Supplemental Retirement Benefit shall mean the benefit payable to a
Participant pursuant to this Plan by reason of his Separation from Service with
the Company and all Affiliates for any reason other than death.

1.29
Surviving Spouse shall mean a person who is married to a Participant at the
date of his death.

1.30
Year of Service shall mean Year of Service as defined in the Pension Plan or
the Cash Balance Plan, as applicable to the Participant.

1.31
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 and who incurs a Separation from Service after
becoming vested in his benefits payable under the Pension Plan or the Cash
Balance 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 - Compensation and Benefits in writing of such selection and
designation.

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 as of
 his Normal Retirement Date if such benefits were computed with the additional
 years of Credited Service provided for in this Plan; and

5

---



| |  |     |                                                                                                                                                                                                                             
| |  | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | (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 as of his Normal Retirement Date.

The
amounts described in (a) and (b) shall be computed as of the date of Separation
from Service 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.

This
Supplemental Retirement Benefit shall be calculated as a single life annuity
commencing on the Participants Normal Retirement Date. If payment of a
Participants Supplemental Retirement Benefit commences or is paid before his
Normal Retirement Date, the benefit amount calculated pursuant to this
paragraph (a) shall be reduced for early commencement in accordance with
the early retirement reduction factors applicable to calculation of the Participants
benefit under the Pension Plan or Cash Balance Plan, as applicable.

3.2.
The Supplemental Retirement Benefit payable to a Participant shall be paid as
follows:

| |  |     |                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                           
| |  | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | (a) | If the
 Participants Separation from Service occurs prior to Retirement, the present
 value of his Supplemental Retirement Benefit shall be paid in a single lump
 sum distribution.                                                                                                                                                                                                             
| |  |     |                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                           
| |  | (b) | Except as
 provided in paragraph (d), if the Participants Separation from Service
 occurs on or after his Retirement, the Participant may elect to receive his
 Supplemental Retirement Benefit in the form of a single life annuity or a
 joint and survivor annuity.                                                                                                                           
| |  |     |                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                           
| |  |     | (1)                                                                                                                                                                                                                                                                                                                                                                                                | The single
 life annuity option is an annuity providing equal monthly payments for the
 lifetime of the Participant with no survivor benefits.                                                                                                                                                                                            
| |  |     |                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                           
| |  |     | (2)                                                                                                                                                                                                                                                                                                                                                                                                | The joint
 and survivor annuity option is a reduced monthly benefit payable to the
 Participant for life and to a surviving named Beneficiary for the lifetime of
 the Beneficiary in an amount equal to 50 percent, 75 percent, or 100 percent
 (as elected by the Participant) of the amount payable during the
 Participants lifetime.
| |  |     |                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                           
| |  | (c) | A
 Participant may elect an annuity form of payment pursuant to
 paragraph (b) at any time before his Benefit Commencement Date, provided
 that any election shall also apply to any benefits payable to the Participant
 under the Reinstatement Plan and the Limited Plan. If a Participant fails to
 make a timely election, his Supplemental Retirement Benefit shall be paid in
 the form of:
| |  |     |                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                           
| |  |     | (1)                                                                                                                                                                                                                                                                                                                                                                                                | a single
 life annuity, if he is not married as of his Benefit Commencement Date; or                                                                                                                                                                                                                                                      

6

---



| |  |     |                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                
| |  | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------
| |  |     | (2)                                                                                                                                                                                                                                                                                                                                                 | a 50 percent
 joint and survivor annuity with his spouse as Beneficiary, if he is married
 as of his Benefit Commencement Date.
| |  |     |                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                
| |  |     | If a
 Participant elects a joint and survivor annuity, but his Beneficiary dies
 before the Participants Benefit Commencement Date, the Participants
 Supplemental Retirement Benefit shall be paid in the form of a single life
 annuity unless the Participant validly elects a new form of payment pursuant
 to this subsection.              
| |  |     |                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                
| |  | (d) | Notwithstanding
 paragraphs (b) and (c), if the Participants total vested benefit under this
 Plan, the Reinstatement Plan, and the Limited Plan, as presently valued at
 the time of commencement of the payment of such benefit, does not exceed
 $30,000, his benefit under each of the plans shall be paid in a single lump
 sum distribution.

3.3
Except as otherwise provided in this subsection, payment of a Participants
Supplemental Retirement Benefit shall commence or shall be made as of the last
day of the month in which the Participants Separation from Service occurs or
as soon as administratively practicable after such date, but in no event later
than the last day permitted under Section 409A of the Code for treating a
delayed payment as having been made on such payment date.

If
the Participant is a Specified Employee, payment of the Participants
Supplemental Retirement Benefit shall commence or shall be made as of the last
day of the month coinciding with or next following the six-month anniversary of
the Participants Separation from Service. In any case where the payment of
benefits is delayed pursuant to this paragraph, the Participants Supplemental
Retirement Benefit shall be calculated as of the last day of the month in which
the Participants Separation from Service occurs. Any annuity payments to which
the Participant would be entitled during the first six months after his
Separation from Service shall be accumulated and paid to the Participant
without interest as of the last day of the month coinciding with or next
following the six-month anniversary of his Separation from Service. If the
Participants Supplemental Retirement Benefit is payable in the form of a lump
sum distribution, the benefit shall be increased with interest at the rate of
the first segment rate as determined pursuant to Section 417(e)(3)(C) and (D)
of the Code for the second month preceding the first day of the Plan Year in
which the Separation from Service occurs.

Payment
of the Participants benefit shall not be delayed or accelerated, except as
provided in this subsection. If the Committee determines that a delay or
acceleration of a Participants benefit complies with the requirements of
Section 409A of the Code (including an acceleration to pay employment taxes),
the Committee may either delay or accelerate the payment of the benefit in
accordance with the terms of Section 409A of the Code as it deems advisable in
its sole discretion. If any payment is delayed in accordance with this
paragraph, the Plan shall pay such delayed payments without interest following
the expiration of the delay.

3.4
A Supplemental Retirement Benefit which is payable in any form other than a
single life annuity 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

7

---



in the Pension
Plan or Cash Balance Plan, as applicable, with respect to determination of the
amount of retirement benefits payable pursuant to the Pension Plan or Cash
Balance Plan, as applicable, on the date for commencement of payment hereunder.

3.5
If a Participant earns an additional Supplemental Retirement Benefit after a
Separation from Service, any annuity benefits being paid to the Participant
shall be increased to reflect such additional accruals as of the January 1
following the Plan Year in which such additional benefit accrues. If the
Participant received a lump sum distribution of his Supplemental Retirement
Benefit as of the earlier Separation from Service, the value of the additional
accruals shall be paid to him in a lump sum distribution as of the January 1
following the Plan Year in which such additional benefit accrues.

Notwithstanding
the foregoing, if a Participant named in Subsection 3.1(a) earns an
additional Supplemental Retirement Benefit after December 31, 2008, the
additional accruals shall be payable as of the Participants Separation from
Service as otherwise provided in this Section 3.

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 and Reinstatement
 Plan Surviving Spouse Benefit to which the Surviving Spouse would have been
 entitled under the Pension Plan and Reinstatement Plan, as applicable, as of
 the Participants Normal Retirement Date 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 as of the
 Participants Normal Retirement Date.                                                                                                                                                                                                       

The
Supplemental Surviving Spouse Benefit shall be calculated as a single life
annuity commencing on the Participants Normal Retirement Date. If payment of
the Supplemental Surviving Spouse Benefit commences or is paid before the
Participants Normal Retirement Date, the benefit amount calculated pursuant to
this subsection shall be reduced for early commencement in accordance with the
reduction factors applicable to calculation of a Pension Plan Surviving Spouse
Benefit.

8

---



4.2
The Supplemental Surviving Spouse Benefit shall be paid as follows:

| |  |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |  | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | (a) | If the
 Participants death occurs prior to Retirement, the present value of the
 Supplemental Surviving Spouse Benefit shall be paid in a single lump sum
 distribution.                                                                                                                                                                                                                                                                                                     
| |  |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |  | (b) | If the
 Participants death occurs on or after Retirement, the Supplemental Surviving
 Spouse Benefit shall be payable in monthly installments over the life of the
 Surviving Spouse. Notwithstanding the preceding sentence, if the present
 value of the total benefit payable to the Surviving Spouse under this Plan
 and the Reinstatement Plan does not exceed $20,000, the benefit payable under
 each of these plans shall be made in a single lump sum distribution.

4.3 Payment of
the Supplemental Surviving Spouse Benefit shall commence or shall be made as of
the last day of the month in which the Participants death occurs or as soon as
administratively practicable after such date, but in no event later than the
last day permitted under Section 409A of the Code for treating a delayed
payment as having been made on such payment date.

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.

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 paragraphs (b) or (d) of this subsection 5.2, and any
modification or rescission of any such action, may be effected 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.

9

---



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.

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.

10

---



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.

7.3
In the event of a Plan termination, Supplemental Retirement Benefits and
Supplemental Surviving Spouse Benefits shall be distributed in a single lump
sum as soon as practicable after the date the Plan is terminated if such
distribution is permitted because the Plan is terminated in accordance with the
termination provisions of Section 409A of the Code and related regulations or,
in other cases, at the earliest time otherwise permitted under the terms of the
Plan in accordance with Section 409A of the Code and related regulations.

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, Cash Balance 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,
Cash Balance Plan or the Reinstatement Plan shall be paid solely in accordance
with the respective terms and conditions of the Pension Plan, Cash Balance Plan
and the Reinstatement Plan and nothing in this Plan shall operate or be

11

---



construed in
any way to modify, amend or affect the terms and provisions of the Pension
Plan, Cash Balance 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
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
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 or Cash Balance Plan, as applicable.

8.8
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.

8.9
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.

12

---



8.10
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.

8.11
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.

13

---