Exhibit 10a(1) 


LIMITED SUPPLEMENTAL BENEFITS PLAN 


FOR CERTAIN EMPLOYEES OF 


PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED 


AND ITS SUBSIDIARIES


Amended December 2008, Effective as of
January 1, 2009






LIMITED SUPPLEMENTAL BENEFITS PLAN 

FOR CERTAIN EMPLOYEES OF 

PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED 

AND ITS SUBSIDIARIES


TABLE OF CONTENTS


Page 


	
 

	
 

	
 

	
 


	
1.

	
PURPOSE

	
 

	
1


	
 

	
 

	
 

	
 


	
2.

	
DEFINITIONS OF TERMS USED IN THE PLAN

	
 

	
1


	
 

	
 

	
 

	
 


	
3.

	
DEATH BENEFIT

	
 

	
6


	
 

	
 

	
 

	
 


	
4.

	
RETIREMENT BENEFIT

	
 

	
7


	
 

	
 

	
 

	
 


	
5.

	
LIMITATION OF BENEFITS

	
 

	
11


	
 

	
 

	
 

	
 


	
6.

	
PLAN DOES NOT CONSTITUTE AN EMPLOYMENT AGREEMENT

	
 

	
12


	
 

	
 

	
 

	
 


	
7.

	
AMENDMENT OR TERMINATION OF THE PLAN

	
 

	
12


	
 

	
 

	
 

	
 


	
8.

	
WHAT CONSTITUTES NOTICE

	
 

	
12


	
 

	
 

	
 

	
 


	
9.

	
ADVANCE DISCLAIMER OF WAIVER

	
 

	
12


	
 

	
 

	
 

	
 


	
10.

	
EFFECT OF INVALIDITY OF ANY PART OF THE PLAN

	
 

	
12


	
 

	
 

	
 

	
 


	
11.

	
PLAN BINDING ON ANY SUCCESSOR

	
 

	
12


	
 

	
 

	
 

	
 


	
12.

	
FUNCTION OF THE COMMITTEE

	
 

	
13


	
 

	
 

	
 

	
 


	
13.

	
LAW GOVERNING THE PLAN

	
 

	
13


	
 

	
 

	
 

	
 


	
14.

	
MISCELLANEOUS

	
 

	
13





-i-






LIMITED SUPPLEMENTAL BENEFITS PLAN 

FOR CERTAIN EMPLOYEES OF 

PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED 

AND ITS SUBSIDIARIES


	
 

	
 

	
 

	
 


	
1.

	
PURPOSE. The
 purpose of this Plan is to assist the Company in attracting and retaining a
 stable pool of key managerial talent and to encourage long-term key employee
 commitment to the Company by providing selected employees of the Company with
 certain limited supplemental death and retirement benefits as defined herein.
 The Plan is intended to provide such benefits to a select group of management
 or highly compensated employees within the meaning of ERISA who terminate employment
 with the Company and its ERISA Affiliates after becoming eligible for
 immediately payable periodic benefits under the Pension Plan or for early or
 normal retirement benefits under the Cash Balance Plan. 


	
 

	
 


	
 

	
The Plan is hereby amended, effective as of
 January 1, 2009, to conform the Plan to certain requirements of Code Section
 409A, to provide for lump sum payments of death benefits, to revise
 provisions relating to lump sum payments of de minimis benefits and to make
 certain other style and conforming changes. The terms contained herein shall
 supersede all prior iterations of the Plan. 


	
 

	
 


	
2.

	
DEFINITIONS OF
 TERMS USED IN THE PLAN. As used in the Plan, the following
 words and phrases shall have the meanings indicated: 


	
 

	
 


	
 

	
(a)

	
“Beneficiary” — 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.
 


	
 

	
 

	
 


	
 

	
(c)

	
“Cash Balance
 Plan” — The Cash Balance Pension Plan of Public Service
 Enterprise Group Incorporated. 


	
 

	
 

	
 


	
 

	
(d)

	
“Change in
 Control” — For the purposes of the Plan, a Change in
 Control of the Company shall mean the occurrence of any of the following
 events: 


	
 

	
 

	
 


	
 

	
 

	
(i)

	
any “person” (within the meaning of Section
 13(d) of the Securities Exchange Act of 1934, as amended from time to time
 (the “Act”)) is or becomes the beneficial owner within the meaning of Rule
 13d-3 under the Act (a “Beneficial Owner”), directly or indirectly, of the
 Company’s securities of (not including in the securities beneficially owned
 by such person any securities acquired directly from the Company or its
 affiliates) representing 25% or more of the combined voting power of the
 Company’s then outstanding securities, excluding any person who becomes such
 a 





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Beneficial Owner in connection with a
 transaction described in clause (A) of paragraph (iii) below; or


	
 

	
 

	
 


	
 

	
(ii)

	
the
 following individuals cease for any reason to constitute a majority of the
 number of directors then serving: individuals who, on December 15, 1998,
 constitute the board of directors of the Company (“Board”) and any new
 director (other than a director whose initial assumption of office is in
 connection with an actual or threatened election contest, including but not
 limited to a consent solicitation, relating to the election of directors of
 the Company) whose appointment or election by the Board or nomination for
 election by the Company’s stockholders was approved or recommended by a vote
 of at least two-thirds (2/3) of the directors then still in office who either
 were directors on December 15, 1998 or whose appointment, election or
 nomination for election was previously so approved or recommended; or 


	
 

	
 

	
 


	
 

	
(iii)

	
there is
 consummated a merger or consolidation of the Company or any direct or
 indirect wholly owned subsidiary of the Company with any other corporation,
 other than (A) a merger or consolidation which would result in the voting
 securities of the Company outstanding immediately prior to such merger or
 consolidation continuing to represent (either by remaining outstanding or by
 being converted into voting securities of the surviving entity or any parent
 thereof), in combination with the ownership of any trustee or other fiduciary
 holding securities under an employee benefit plan of the Company or any
 subsidiary of the Company, at least 75% of the combined voting power of the
 securities of the Company or such surviving entity or any parent thereof
 outstanding immediately after such merger or consolidation, or (B) a merger
 or consolidation effected to implement a recapitalization of the Company (or
 similar transaction) in which no person is or becomes the Beneficial Owner,
 directly or indirectly, of securities of the Company representing 25% or more
 of the combined voting power of the Company’s then outstanding securities; or
 


	
 

	
 

	
 


	
 

	
(iv)

	
the
 stockholders of the Company approve a plan of complete liquidation or
 dissolution of the Company or there is consummated an agreement for the sale
 or disposition by the Company of all or substantially all of the Company’s
 assets, other than a sale or disposition by the Company of all or
 substantially all of the Company’s assets to an entity, at least 75% of the
 combined voting power of the voting securities of which are owned by
 stockholders of the Company in substantially the same proportions as their
 ownership of the Company immediately prior to such sale. 





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Notwithstanding
 the foregoing subparagraphs (i), (ii), (iii) and (iv), a “Change in Control”
 shall not be deemed to have occurred by virtue of the consummation of any
 transaction or series of integrated transactions immediately following which
 the record holders of the common stock of the Company immediately prior to
 such transaction or series of transactions continue to have substantially the
 same proportionate ownership in an entity which owns all or substantially all
 of the assets of the Company immediately following such transaction or series
 of transactions.


	
 

	
 

	
 

	
 


	
 

	
(e)

	
“Code” — 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. 


	
 

	
 

	
 


	
 

	
(f)

	
“Committee” — The Employee Benefits
 Committee of the Company as selected by its Board of Directors. 


	
 

	
 

	
 


	
 

	
(g)

	
“Company” — Public Service Enterprise Group
 Incorporated. 


	
 

	
 

	
 


	
 

	
(h)

	
“Compensation” — 


	
 

	
 

	
 


	
 

	
 

	
(i)

	
For the
 purposes of calculating the Death Benefit pursuant to Paragraph 3 of the
 Plan, as to any Participant, Compensation shall be equal to the annual rate
 of salary of the Participant in effect at the date of death; and 


	
 

	
 

	
 

	
 


	
 

	
 

	
(ii)

	
For the
 purposes of calculating the retirement benefit pursuant to Paragraph 4 of the
 Plan, as to any Participant, Compensation shall be equal to the annual
 average of the total remuneration paid to such Participant for services
 rendered to the Company during the five years prior to his Retirement, but
 excluding: 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(A)

	
the
 Company’s cost for any public or private employee benefit plan other than elective
 contributions that are made by the Company on behalf of a Participant which
 are not includable in income under Code Section 125, 132(f)(4) or 401(k); and


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(B)

	
all awards
 to the Participant under the Company’s Long-Term Incentive Compensation Plan.


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
Notwithstanding
 the foregoing, for purposes of Paragraph 4, Compensation shall not exceed
 150% of the average of the Participant’s annual base salary in effect as of
 January 1 for the five years prior to and including the year in which the Participant’s
 Retirement occurs.





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(i)

	
“ERISA” — 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. 


	
 

	
 

	
 


	
 

	
(j)

	
“ERISA Affiliate” — (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)) with the Company. 


	
 

	
 

	
 


	
 

	
(k)

	
“Participant” — Each employee of the
 Company or an ERISA Affiliate nominated by the Chief Executive Officer of the
 Company and designated by the Company’s Employee Benefits Policy Committee.
 The Chief Executive Officer of the Company shall nominate such select and key
 employees of the Company and its ERISA Affiliates upon such terms as he shall
 deem appropriate due to the employee’s responsibilities and opportunity to
 contribute substantially to the financial and operating objectives of the
 Company. 


	
 

	
 

	
 


	
 

	
(l)

	
“Pension Plan” — The Pension Plan of Public
 Service Enterprise Group Incorporated. 


	
 

	
 

	
 


	
 

	
(m)

	
“Plan” — The Limited Supplemental Benefits
 Plan for Certain Employees of Public Service Enterprise Group Incorporated
 and its Subsidiaries, the terms of which are contained herein 


	
 

	
 

	
 


	
 

	
(n)

	
“Reinstatement Plan” — The Retirement
 Income Reinstatement Plan for Non-Represented Employees of Public Service
 Enterprise Group Incorporated and its Affiliates 


	
 

	
 

	
 


	
 

	
(o)

	
“Retirement” — For the purposes of the
 Plan, 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. In applying this provision, the Participant shall receive
 additional years of age and service in accordance with any employment, change
 in control, or similar arrangement applicable to the Participant, provided
 the Participant incurs a termination of service from the Company and its ERISA
 Affiliates during the two-year period commencing upon the date of a Change in
 Control. 


	
 

	
 

	
 

	
 


	
 

	
 

	
(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 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  





- 4 -






	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
years of credited
 service (as defined in the Cash Balance Plan). In applying this provision,
 the Participant shall receive additional years of age and service in
 accordance with any employment, change in control, or similar arrangement
 applicable to the Participant, provided the Participant incurs a
 termination of service from the Company and its ERISA Affiliates during the
 two-year period commencing upon the date of a Change in Control.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
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.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(p)

	
“Retirement Plan” — Any pension plan within
 the meaning of ERISA, excluding (i) the Pension Plan, the Cash Balance Plan
 and all defined contribution plans maintained by the Company or an ERISA
 Affiliate, except insofar as any such defined contribution plan may provide
 supplementary benefits to the Pension Plan or the Cash Balance Plan, (ii)
 this Plan and (iii) all deferred compensation plans, tax credit employee
 stock ownership plans and thrift plans, and all other profit-sharing plans
 which are not the principal retirement benefit of a plan sponsor, maintained
 by sponsors other than the Company. 


	
 

	
 

	
 

	
 


	
 

	
 

	
(q)

	
“Separation from Service” — Subject to
 paragraphs (i) and (ii), a Participant’s termination from employment with the
 Company and all ERISA Affiliates, whether by retirement or resignation from
 or discharge by the Company or an ERISA Affiliate. 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(i)

	
A Separation
 from Service shall be deemed to have occurred if a Participant and the
 Company or any ERISA Affiliate reasonably anticipate, based on the facts and
 circumstances, that either: 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(A) 

	
the
 Participant will not provide any additional services for the Company or an
 ERISA Affiliate after a certain date; or


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(B) 

	
the level of
 bona fide services performed by the Participant after a certain date will
 permanently decrease to no more than 50% of the average level of bona fide
 services performed by the Participant over the immediately preceding 36
 months.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(ii)

	
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 ERISA Affiliate, a
 Separation from Service will not occur until the later of: 





- 5 -






	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(A)

	
the first
 date immediately following the date that is six months after the date that
 the Participant was first absent from employment; or 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(B)

	
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 ERISA
 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. 


	
 

	
 

	
 

	
 

	
 


	
 

	
(r)

	
“Specified Employee” — An individual who
 is a key employee (as defined in Code Section 416(i) without regard to Code
 Section 416(i)(5)) of the 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 ERISA Affiliate is publicly traded on an established
 securities market or otherwise. 


	
 

	
 

	
 


	
 

	
(s)

	
“Voting Stock” — Outstanding stock of a corporation
 entitled to vote in the election of the directors of that corporation. 


	
 

	
 

	
 


	
3.

	
DEATH BENEFIT. 

	
 


	
 

	
 

	
 


	
 

	
(a)

	
Amount of Benefit — If a
 Participant dies while in the active employment of the Company or an ERISA
 Affiliate, the Company shall provide a death benefit to such Participant’s
 Beneficiary in an amount equal to 150% of the Participant’s Compensation,
 adjusted to the nearest $1,000, or to the next highest $1,000 if such
 Compensation is a multiple of $500 but not of $1,000. 


	
 

	
 

	
 


	
 

	
(b)

	
Payment of Benefit — Upon the death of
 a Participant during employment with the Company or an ERISA Affiliate, the
 Company shall pay the benefit computed in accordance with Paragraph 3(a) in a
 lump sum as of the first day of the month following the Participant’s date of
 death or as soon as administratively practicable after such date, but in no
 event later than the last day permitted under Code Section 409A for treating
 a delayed payment as having been made on such payment date. 





- 6 -






	
 

	
 

	
 

	
 

	
 


	
4.

	
RETIREMENT BENEFIT. 


	
 


	
 

	
(a)

	
General — At Retirement, the Company shall
provide each Participant with a retirement benefit calculated as provided in
this Paragraph 4.  


	
 

	
 

	
 


	
 

	
 

	
Notwithstanding
 any other provision of this Plan to the contrary, the Plan benefit payable to
 Frederick W. Lark and Richard D. Quinn, III, each of whom commenced a phased
 retirement during 2008, shall be calculated as of December 31, 2008 and shall
 be paid commencing as of January 31, 2009. 


	
 

	
 

	
 


	
 

	
(b)

	
Determination of Benefit — 


	
 

	
 

	
 


	
 

	
 

	
(i)

	
Pension Plan
Participants:  


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(A)

	
The
 Participant’s Compensation shall be multiplied by an amount equal to one
 one-hundredth of the sum of (x)
 the number of the Participant’s years of credited service under the Pension
 Plan at Retirement (including any additional years of age and service
 provided to the Participant in accordance with any employment, change in
 control, or similar arrangement applicable to the Participant so long as the
 Participant incurs a termination of service from the Company and its ERISA
 Affiliates during the two-year period commencing upon the date of a Change in
 Control), (y) the number of any
 additional years of service credit to which the Participant may be entitled
 from the Company under the Mid-Career Supplemental Retirement Income Plan of
 Public Service Enterprise Group Incorporated and its Affiliates or any
 written arrangement with the Company or an ERISA Affiliate Company (excluding
 any written arrangement between the Company or ERISA Affiliate and the
 Participant relating to a Change in Control), and (z) 30; but, in no event, shall the multiple be greater
than
 0.75. 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(B)

	
The amount
 determined under subparagraph (A) of this Paragraph 4(b)(i) shall be reduced
 by the sum of (x) the amount the
 Participant would be entitled to at Retirement as an annual pension benefit
 under the Pension Plan and any supplemental retirement plan (other than this
 Plan) maintained by the Company or an ERISA Affiliate calculated as a single
 life annuity payable at the Participant’s Normal Retirement Date (as defined
 under the Pension Plan) without reduction for any pre-retirement survivor’s
 option coverage or any reduction for early retirement, (y) 100% of the amount of the unreduced
 annual Social Security benefit to which the Participant would be entitled at
 age 65 (or such other age which may be established by the Social Security
 Administration from time to time as the earliest age at which a Participant
 may receive an unreduced benefit thereunder), assuming that the Participant
 has no earnings from the date of Retirement to age 65 (or such other
 applicable age), or, if greater, any disability benefit 





- 7 -






	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
under Social
 Security to which the Participant may be entitled, and (z) the aggregate of the annual benefits
 to which the Participant is entitled under all Retirement Plans as of the
 date the Participant is employed by the Company or an ERISA Affiliate, such
 Social Security Benefits and benefits under all Retirement Plans to be
 calculated as single life annuities without any reductions, under rules,
 procedures and equivalents determined by the Committee. To determine the
 amounts referred to under (y)
 and (z) above, the Participant shall file a declaration of all such amounts
 with the Performance and Rewards Department of the Company’s subsidiary, PSEG
 Services Corporation, in such form as the Committee may require from time to
 time. No benefit shall be paid under the Plan until such a declaration, in
 satisfactory form, shall be filed with the Performance and Rewards Department.
 If a Participant is granted a disability Social Security benefit, he shall
 notify the Performance and Rewards Department thereof within 30 days thereof,
 and the Participant’s retirement benefit under this Plan shall be adjusted
 accordingly. The Company shall be entitled to rely on such statements in
 making payment, and if any such statement is incorrect or is not furnished,
 the Company shall be entitled to reimbursement from the Participant, the
 Beneficiary or their legal representatives for any overpayment and may reduce
 or suspend future payments to recover any such overpayment. In the event it
 is established to the satisfaction of the Committee, in its sole discretion,
 that any such statement was intentionally false or omitted, the Participant
 or Beneficiary shall be entitled to no further payments under the Plan, and
 the Company shall be entitled to recover any payments made hereunder.


	
 

	
 

	
 

	
 


	
 

	
(ii)

	
Cash Balance
 Plan Participants: 


	
 

	
 

	
 


	
 

	
 

	
(A)

	
The
 Participant’s Compensation shall be multiplied by an amount equal to one
 one-hundredth of the sum of (x)
 the number of the Participant’s years of service under the Pension Plan with
 which such Participant would have been credited at Retirement had the
 Participant participated in the Pension Plan from his/her date of hire and
 including any additional years of age and service provided to the participant
 in accordance with any employment, change in control, or similar arrangement
 applicable to the Participant so long as the Participant incurs a termination
 of service from the Company and its ERISA Affiliates during the two-year
 period commencing upon the date of a Change in Control, (y) the number of any additional years of
 service credit to which the Participant may be entitled from the Company
 under the Mid-Career Supplemental Retirement Income Plan of Public Service
 Enterprise Group Incorporated and its Affiliates or any written arrangement 





- 8 -






	
 

	
 

	
 


	
 

	
 

	
with the
 Company or an ERISA Affiliate (excluding any written arrangement between the
 Company or ERISA Affiliate relating to a Change in Control) the, and (z) 30; but, in no event, shall the
 multiple be greater than 0.75.


	
 

	
 

	
 


	
 

	
(B)

	
The amount
 determined under subparagraph (A) of this Paragraph 4(b)(ii) shall be reduced
 by the sum of (x) the amount the
 Participant would be entitled to at Retirement as an annual pension benefit under the Cash Balance
 Plan and any supplemental retirement plan (other than this Plan) maintained
 by the Company or an ERISA Affiliate the calculated as a single life annuity
 payable at the Participant’s Normal Retirement Date (as defined under the
 Cash Balance Plan), (y) 100% of the amount of the unreduced
 annual Social Security benefit to which the Participant would be entitled at
 age 65 (or such other age which may be established by the Social Security
 Administration from time to time as the earliest age at which a Participant
 may receive an unreduced benefit thereunder), assuming that the Participant
 has no earnings from the date of Retirement to age 65 (or such other
 applicable age), or, if greater, any disability benefit under Social Security
 to which the Participant may be entitled, and (z) the aggregate of the annual benefits to which the
 Participant is entitled under all Retirement Plans as of the date the
 Participant is employed by the Company or an ERISA Affiliate, such Social
 Security Benefits and benefits under all Retirement Plans to be calculated as
 single life annuities without any reductions, under rules, procedures and
 equivalents determined by the Committee. To determine the amounts referred to
 under (y) and (z) above, the Participant shall file a declaration of all such
 amounts with the Performance and Rewards Department in such form as the
 Committee may require from time to time. No benefit shall be paid under the
 Plan until such a declaration, in satisfactory form, shall be filed with the
 Performance and Rewards Department. If a Participant is granted a disability
 Social Security benefit, he shall notify the Performance and Rewards
 Department thereof within 30 days thereof, and the Participant’s retirement
 benefit under this Plan shall be adjusted accordingly. The Company shall be
 entitled to rely on such statements in making payment, and if any such
 statement is incorrect or is not furnished, the Company shall be entitled to reimbursement
 from the Participant, the Beneficiary or their legal representatives for any
 overpayment and may reduce or suspend future payments to recover any such
 overpayment. In the event it is established to the satisfaction of the
 Committee, in its sole discretion, that any such statement was intentionally
 false or omitted, the Participant or Beneficiary shall be entitled to no 





- 9 -






	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
further
 payments under the Plan, and the Company shall be entitled to recover any
 payments made hereunder.


	
 

	
 

	
 

	
 

	
 


	
 

	
(c)

	
Forms of Benefit — The annual amount
 determined under paragraph (b) of this Paragraph 4 shall be paid in the form
 of a life annuity; either a single life annuity or a joint and survivor
 annuity, as elected by the Participant. 


	
 

	
 

	
 


	
 

	
 

	
(i)

	
The single
 life annuity option is an annuity providing equal monthly payments for the
 lifetime of the Participant with no survivor benefits. 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(ii)

	
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%, 75%, or 100% (as elected by the
 Participant) of the amount payable during the Participant’s lifetime. 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
Notwithstanding
 the preceding provisions, if the present value of the Participant’s total
 vested benefit under this Plan, the Reinstatement Plan and the Mid-Career
 Hire Plan does not exceed $30,000, his benefit under each of the plans shall
 be paid a single lump sum distribution. 


	
 

	
 

	
 

	
 


	
 

	
(d)

	
Election of Payment Form – A Participant
 may elect an annuity form of payment pursuant to paragraph (c) 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 Mid-Career Hire Plan. If a Participant fails to make a timely
 election, his 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 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(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
 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
 paragraph 


	
 

	
 

	
 

	
 


	
 

	
(e)

	
Commencement of Benefit – Except as
 otherwise provided in this paragraph (e), payment of a Participant’s
 retirement benefit shall commence or shall be made as of the last day of the
 month in which the Participant’s Retirement occurs or as soon as
 administratively practicable after such date, but in no event later than the
 last day permitted under Code Section 409A for treating a delayed payment as
 having been made on such payment date. 





- 10 -






	
 

	
 

	
 


	
 

	
 

	
If the
 Participant is a Specified Employee, payment of the Participant’s 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 Retirement date. In any case where the payment of benefits is
 delayed pursuant to this paragraph, the Participant’s retirement benefit shall
 be calculated as of the last day of the month in which the Participant’s
 Retirement occurs. Any annuity payments to which the Participant would be
 entitled during the first six months after his Retirement 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 Retirement. If the Participant’s retirement benefit is payable in the
 form of a lump sum distribution, the benefit shall be increased with interest
 at the first segment rate as determined pursuant to Code Section 417(e)(3)(C)
 and (D) for the second month preceding the first day of the Plan Year in
 which the Retirement 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
 Code Section 409A (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 Code Section 409A 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.


	
 

	
 

	
 


	
 

	
(f)

	
Post-Separation Accruals – If a
 Participant earns an additional retirement benefit after a Retirement, 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 retirement benefit as of the earlier Retirement, 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 Paragraph 4(a) earns an additional retirement benefit after December
 31, 2008, the additional accruals shall be payable as of the Participant’s
 Retirement as otherwise provided in this Paragraph 4. 


	
 

	
 

	
 


	
5.

	
LIMITATION OF BENEFITS.  


	
 

	
 


	
 

	
(a)

	
The Plan
 shall be unfunded with respect to all benefits to be paid hereunder. No
 Participant, Beneficiary or legal representative shall have any interest
 whatsoever in any specific assets of the Company. 


	
 

	
 

	
 


	
 

	
(b)

	
The payment
 of any death or survivorship benefit under this Plan shall be contingent upon
 such evidence of death as may be required by the Committee. 





- 11 -






	
 

	
 

	
 


	
 

	
(c)

	
If the
 Company should terminate the Plan pursuant to Paragraph 7 hereof, the
 Company’s obligation to pay any benefits under the Plan shall likewise
 terminate; provided, however, that, except as otherwise provided in said
 Paragraph 7, the Company may not terminate the Plan with respect to any
 Participant subsequent to that Participant’s Retirement or death. 


	
 

	
 

	
 


	
6.

	
PLAN DOES NOT CONSTITUTE AN EMPLOYMENT AGREEMENT.
The Plan shall not constitute a contract for the continued employment of any
Participant by the Company or any ERISA Affiliate. The Company and each ERISA
Affiliate reserves the right to modify a Participant’s Compensation at any
time and from time to time as it considers appropriate and to terminate any
Participant’s employment for any reason at any time notwithstanding the Plan. 


	
 

	
 


	
7.

	
AMENDMENT OR TERMINATION OF THE PLAN. The
Board of Directors of the Company may, in its sole discretion, amend, modify
or terminate the Plan at any time, provided, however, that no such amendment,
modification or termination shall deprive any Participant or Beneficiary of a
previously acquired right unless such Participant or his Beneficiary or his
legal representative shall consent to such change. Provided, further,
however, that after a Change in Control, this Plan may not be terminated nor
the benefit calculation reduced with respect to any Participant in the Plan
on the date of such Change in Control unless such Participant or his
Beneficiary or his legal representative shall consent to such change. No
right to a death benefit under the Plan shall accrue until a Participant’s
death and no right to a retirement benefit shall accrue until a Participant’s
Retirement.  


	
 

	
 


	
8.

	
WHAT CONSTITUTES NOTICE. Any notice to a
Participant, a Beneficiary or any legal representative hereunder shall be
given in writing, by personal delivery, overnight express service or by
United States mail, postage prepaid, addressed to such person’s last known
address. Any notice to the Company or the Committee hereunder (including the
filing of Schedule A) shall be given by delivering it in person or by
overnight express service, or depositing it in the United States mail,
postage prepaid, to the Secretary of the Employee Benefits Committee, Public
Service Enterprise Group Incorporated, 80 Park Plaza, T10B, P.O. Box 1171,
Newark, New Jersey, 07101.  


	
 

	
 


	
9.

	
ADVANCE DISCLAIMER OF WAIVER. Failure by the
Company or the Committee to insist upon strict compliance with any of the
terms, covenants or conditions hereof shall not be deemed a waiver of any
such term, covenant or condition, nor shall any waiver or relinquishment of
any right or power hereunder at any one or more times be deemed a waiver or
relinquishment of any such right or power at any other time or times.  


	
 

	
 


	
10.

	
EFFECT OF INVALIDITY OF ANY PART OF THE PLAN.
The invalidity or unenforceability of any provision hereof shall in no way
affect the validity or enforceability of any other provision of the Plan.  


	
 

	
 


	
11.

	
PLAN BINDING ON ANY SUCCESSOR. Except as
otherwise provided herein, the Plan shall inure to the benefit of and be
binding upon the Company, its successors and  





- 12 -






	
 

	
 

	
 


	
 

	
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.

	
FUNCTION OF THE COMMITTEE. The Plan
 shall be administered by the Committee and the Committee shall be the final
 arbiter of any question that may arise under the Plan.


	
 

	
 

	
 


	
13.

	
LAW GOVERNING THE PLAN. Except to the
 extent federal law applies, the Plan shall be governed by the laws of the
 State of New Jersey without giving effect to principles of conflicts of law.
 This Plan is specifically intended to comply with the provisions of the
 American Jobs Creation Act of 2004 (the “AJCA”) and Section 409A of the Code
 and it shall automatically
 incorporate all applicable restrictions of the AJCA, the Code and its related
 regulations, and the Company will amend the Plan to the extent necessary to
 comply with those requirements. The timing under which a Participant will
 have a right to receive any payment under this Plan will be deemed to be
 automatically modified, and a Participant’s rights under the Plan limited to
 conform to any requirements under, the AJCA, the Code and its related
 regulations.


	
 

	
 


	
15.

	
MISCELLANEOUS.  


	
 

	
 


	
 

	
(a)

	
The
 masculine pronoun shall mean the feminine wherever appropriate. 


	
 

	
 

	
 


	
 

	
(b)

	
The headings
 are for convenience only. In the event of a conflict between the headings of
 a paragraph and its contents, the contents shall control. 





- 13 -






LIMITED SUPPLEMENTAL BENEFITS PLAN 

FOR CERTAIN EMPLOYEES OF 

PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED 

AND ITS SUBSIDIARIES


SCHEDULE A


	
 

	
 


	
Section 1.

	
DESIGNATION OF BENEFICIARY(IES) FOR DEATH





In the event
of my death, I hereby designate the following individuals, fiduciaries or other
entities, either in their own right or in their representative capacity, in the
proportions and in the priority of interest designated, to be the beneficiaries
of any death benefits owing to me under the Limited Supplemental Death Benefits
and Retirement Plan of Public Service Enterprise Group Incorporated (Plan). 


PRIMARY BENEFICIARIES
-The following beneficiary(ies) shall receive all such benefits payable under the Plan in the event of my
death in the proportions designated hereunder. If any one or more of the
primary beneficiaries designated hereunder shall predecease me, such
beneficiary’s share(s) shall be divided equally among the remaining primary
beneficiaries. 


	
 

	
 

	
 


	
 

	


	
 


	
 

	
Employee’s Signature

	
 





Page 1 of 3 – Schedule A






	
 

	
 

	
 

	
 

	
 


	
Section 1
 (Continued)

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
NAME AND PRESENT ADDRESS

 PRIMARY BENEFICIARIES

	
 

	
PROPORTIONATE

 INTEREST OF PRIMARY

 BENEFICIARY(IES)

	
 

	
RELATIONSHIP

 TO EMPLOYEE


	
 

	
 

	
 

	
 

	
 


	
______________________________

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
______________________________

	
 

	
_________%

	
 

	
_____________


	
 

	
 

	
 

	
 

	
 


	
______________________________

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
______________________________

	
 

	
_________%

	
 

	
_____________


	
 

	
 

	
 

	
 

	
 


	
______________________________

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
______________________________

	
 

	
_________%

	
 

	
_____________


	
 

	
 

	
 

	
 

	
 





SECONDARY BENEFICIARIES
-The following beneficiary(ies) shall receive all such benefits payable under
the Plan in the event of my death in proportions designated hereunder only if
all of my primary beneficiaries have predeceased me. If all primary
beneficiaries have predeceased me and if any one or more of the secondary
beneficiaries designated hereunder shall predecease me, such secondary
beneficiary’s share(s) shall be divided equally among the remaining secondary
beneficiaries.  


	
 

	
 

	
 

	
 

	
 


	
NAME AND PRESENT ADDRESS

 SECONDARY BENEFICIARIES

	
 

	
PROPORTIONATE

 INTEREST OF SECONDARY

 BENEFICIARY(IES)

	
 

	
RELATIONSHIP

 TO EMPLOYEE


	
 

	
 

	
 

	
 

	
 


	
______________________________

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
______________________________

	
 

	
_________%

	
 

	
_____________


	
 

	
 

	
 

	
 

	
 


	
______________________________

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
______________________________

	
 

	
_________%

	
 

	
_____________


	
 

	
 

	
 

	
 

	
 


	
______________________________

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
______________________________

	
 

	
_________%

	
 

	
_____________








	
 

	
 

	
 

	
 


	
 

	
 

	


	
 


	
 

	
 

	
Employee’s
 Signature

	
 





Page 2 of 3 – Schedule A






Section 1
(Continued) 


ESTATE - In the
event I have declined to designate a beneficiary under this Section 1 with
respect to any such benefits payable under the Plan, or if all of the beneficiaries
that I have designated predecease me, then all such benefits payable under the
Plan shall be payable to my estate. 


	
 

	
 


	
Section 2.

	
DESIGNATION OF BENEFICIARY FOR JOINT AND SURVIVOR ANNUITY.
 





In the event
of my death, if I am not paid a joint and survivor annuity under the Pension
Plan of Public Service Electric and Gas Company, I hereby designate the
following individual to be the beneficiary with respect to any joint and
survivor annuity paid to me under the Plan. If I am paid a joint and survivor
annuity under the Pension Plan, I understand my beneficiary for a survivor
benefit under the Plan will be the same as under the Pension Plan. 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
Name: 

	
 


	
 

	
 

	



	
 

	
 

	
 


	
 

	
Address:

	
 

	
 

	
 


	
 

	
 

	



	
 

	
 

	
 

	
 

	
 


	
 

	
 

	



	
 

	
 

	
 

	
 

	
 


	
 

	
Relationship

 to
Employee: 

	
 

	
 


	
 

	
 

	



	
 

	
 

	
 


	
 

	
Date of
 Birth:

	
 


	
 

	
 

	



	
	
	







	
 

	
 

	
 

	
 

	
 


	
Date: 

	
 

	
 

	
 

	
 


	
 

	


	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	


	
 

	



	
WITNESS

	
 

	
 

	
EMPLOYEE’S
 SIGNATURE


	
 

	
 





Page 3 of 3 – Schedule A