Exhibit 10a(11)


PUBLIC
SERVICE ENTERPRISE GROUP INCORPORATED


SENIOR
MANAGEMENT INCENTIVE COMPENSATION PLAN


Amended
effective January 1, 2009






TABLE
OF CONTENTS


	
 

	
 

	
 

	
 


	
I.

	
PURPOSE

	
 

	
1


	
 

	
 

	
 

	
 


	
II.

	
DEFINITIONS

	
 

	
2


	
 

	
 

	
 

	
 


	
III.

	
ADMINISTRATION

	
 

	
4


	
 

	
 

	
 

	
 


	
IV.

	
ELIGIBILITY

	
 

	
5


	
 

	
 

	
 

	
 


	
V.

	
AWARD FUND

	
 

	
6


	
 

	
 

	
 

	
 


	
VI.

	
TARGET INCENTIVE AWARDS

	
 

	
6


	
 

	
 

	
 

	
 


	
VII.

	
AWARDS

	
 

	
7


	
 

	
 

	
 

	
 


	
VIII.

	
LIMITATIONS

	
 

	
8


	
 

	
 

	
 

	
 


	
IX.

	
LIMITATION OF ACTIONS

	
 

	
8


	
 

	
 

	
 

	
 


	
X.

	
CLAIMS PROCEDURES

	
 

	
9


	
 

	
 

	
 

	
 


	
XI.

	
PLAN AMENDMENT, SUSPENSION OR TERMINATION

	
 

	
10


	
 

	
 

	
 

	
 


	
XII.

	
OTHER COMPENSATION PLANS

	
 

	
10


	
 

	
 

	
 

	
 


	
XIII.

	
MISCELLANEOUS

	
 

	
10





i






PUBLIC
SERVICE ENTERPRISE GROUP INCORPORATED


SENIOR
MANAGEMENT INCENTIVE COMPENSATION PLAN


I. PURPOSE


                    The
purposes of this Plan are to foster attainment of the financial and operating objectives
of the Company and its Participating Affiliates, which are important to
customers and stockholders by providing incentive to members of management who
contribute to attainment of these objectives. This Plan is designed to provide
for awards to selected salaried employees in executive or other important
positions, who, individually or as members of a group, contribute in a
substantial degree to the success of the Company and its Participating
Affiliates, and who are in a position to have a direct and significant impact
on the growth and success of the Company and its Participating Affiliates, thus
affording to them a means of participating in that success and an incentive to
contribute further to that success. This Plan also serves to supplement the
Company’s and Participating Affiliates’ salary and benefit programs so as to
provide overall compensation for such executives which is competitive with
corporations with which the Company and its Participating Affiliates must
compete for executive talent and to assist the Company and its Participating
Affiliates in attracting and retaining executives who are important to their
continued success.


                    The
Plan was adopted as the Management Incentive Compensation Plan effective
January 1, 2001. It was amended, effective January 1, 2009, to change its name
to the Senior Management Incentive Compensation Plan.


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II. DEFINITIONS


                    The
following words and phrases shall have the meanings set forth below:


	
 

	
 


	
 

	
          (a)
 “Administrative Regulations” shall mean the procedures and regulations
 established by the Committee pursuant to Section III hereof for the purpose
 of administering the Plan.


	
 

	
 


	
 

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


	
 

	
 


	
 

	
          (c)
 “Award” shall mean the amount determined by the Committee pursuant to Section
 VII hereof.


	
 

	
 


	
 

	
          (d)
 “Award Fund” shall mean the aggregate amount made available in any Plan Year
 pursuant to Section V hereof from which awards determined under Section VII
 hereof may be made.


	
 

	
 


	
 

	
          (e) “Code”
 - the Internal Revenue Code of 1986, as amended, or as it may be amended from
 time to time.





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          (f)
 “Committee” shall mean the Organization and Compensation Committee of the
 Board of Directors of the Company, the membership on which shall be limited
 to directors of the Company who are not Employees.


	
 

	
 


	
 

	
          (g)
 “Company” shall mean Public Service Enterprise Group Incorporated, a New
 Jersey corporation, or any successor thereto.


	
 

	
 


	
 

	
          (h) “Employee”
 shall mean any person not included in a unit of employees covered by a
 collective bargaining agreement who is an employee (such term having its
 customary meaning) of the Company or a Participating Affiliate, whether
 full-time or part-time, and whether or not an officers or director, and who
 is receiving remuneration for personal services rendered to the Company or
 Participating Affiliate other than (i) solely as a director of the Company or
 a Participating Affiliate, (ii) as a temporary employee, (iii) as a
 consultant or (iv) as an independent contractor (regardless of whether a
 determination is made by the Internal Revenue Service or other governmental
 agency or court after the individual is engaged to perform such services that
 the individual is an employee of the Company or Participating Affiliate for
 the purposes of the Code or otherwise).


	
 

	
 


	
 

	
          (i)
 “Net Income” shall mean the amount reported by the Company as consolidated
 income before extraordinary items and the cumulative effect of accounting
 changes, adjusted, however, by adding any amount that has been expensed
 (after taxes) for awards under this Plan in computing such Net Income.





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          (j)
 “Participant” shall mean an Employee who is subject to Section 16 of the
 Securities and Exchange Act of 1934, as amended, or who has been designated
 by the Committee to participate in the Plan pursuant to Section IV hereof.


	
 

	
 


	
 

	
          (k) “Participating
 Affiliate” shall mean any Affiliate of the Company that adopts this Plan with
 the approval of the Board of Directors of the Company. As a condition to
 participating in this Plan, such Affiliate shall authorize the Board of
 Directors of the Company and the Committee to act for it in all matters
 arising under or with respect to this Plan and shall comply with such other
 terms and conditions as may be imposed by the Board of Directors of the
 Company.


	
 

	
 


	
 

	
          (l)
 “Plan” shall mean this Public Service Enterprise Group Incorporated Senior
 Management Incentive Compensation Plan as amended from time to time.


	
 

	
 


	
 

	
          (m)
 “Plan Year” shall mean the calendar year.


	
 

	
 


	
 

	
          (n)
 “Subsidiary” shall mean any corporation, limited liability company or other
 entity, domestic or foreign (other than the Company), 50% or more of the
 total voting power of which is held by the Company and/or a Subsidiary for
 Subsidiaries.


	
 

	
 


	
 

	
          (o)
 “Target Incentive Awards” shall mean the amounts determined by the Committee
 pursuant to Section VII hereof.





III. ADMINISTRATION


          (a)
The Committee shall administer the Plan. Subject to the provisions of the Plan,
the Committee shall have full and final authority to select Participants, to
designate Target Incentive Awards for each Participant and to determine the
performance objectives and the amount of all Awards under this Plan. The
Committee may not, however, alter Award Fund 


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provided by Article V of this Plan or the maximum
Award provided by Article VII of this Plan. The Committee shall also have,
subject to the provisions of the Plan, full and final authority to interpret
the Plan, to establish and revise such Administrative Regulations as it deems
necessary for the proper administration of the Plan and to make any other
determinations that it believes necessary or advisable for the administration
of the Plan. The committee may delegate such responsibilities, other than final
approval of Awards or appeals of alleged adverse determinations under the Plan,
to the Chief Executive Officer of the Company or to any other officer of the
Company or any Participating Affiliate.


          (b)
All decisions and determinations by the Committee shall be final and binding
upon all parties, including stockholders, Participants, legal representatives
and other Employees.


          (c)
The Committee may rely conclusively on the determinations made by the Company’s
independent public accountants.


IV. ELIGIBILITY


          (a)
Those Employees who are subject to Section 16 of the Securities Exchange Act of
1934, as amended, and those Employees who are key officers or management
Employees of the Company, a Subsidiary or an Affiliate who, in the opinion of
the Committee, are in a position to have a direct and significant impact on
achieving the Company’s long-term objectives are eligible to participate in the
Plan.


          (b)
The Committee may select such Employees of the Company or Participating
Affiliate (individually or by position) for participation in the Plan upon such
terms as it deems appropriate, due to the Employee’s responsibilities and
his/her opportunity to contribute substantially to the attainment of financial
and operating objectives of the Company or 


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Participating Affiliate. A determination of
participation for a Plan Year shall be made no later than the beginning of that
Plan Year. Provided, however, that an Employee whose duties and
responsibilities change significantly during a Plan Year may be added or
deleted as a Participant by the Committee. Provided further, the Committee may
prorate the Incentive Award of any Participant if appropriate to reflect any
such change in duties and responsibilities during a Plan Year. 


          (c)
Participation in the Plan in one Plan Year shall not guarantee participation in
another Plan Year.


          (d)
The Committee shall have sole discretion as to whether to suspend operation of
the Plan for any period of time.


V. AWARD FUND


          In
each Plan Year, an Award Fund shall be established equal to 2.5% of Net Income.
No amounts are paid under the Plan for any Plan Year unless the Company has Net
Income. However, the Committee shall have the right to decrease the amount of
the Award Fund in any Plan Year.


VI. TARGET
INCENTIVE AWARDS


          (a)
For each Plan Year, the Committee shall determine:


	
 

	
 

	
 


	
 

	
(i)

	
Whether or not the Plan shall be in operation for
 such Plan Year.


	
 

	
 

	
 


	
 

	
(ii)

	
The names of those Employees who will participate in
 the Plan for such Plan Year.


	
 

	
 

	
 


	
 

	
(iii)

	
The Target Incentive Award for each Participant. For
 any Participant not subject to Section 162(m) of the Code, other performance
 measures or 





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objectives, whether quantitative or qualitative, may
 be established. The Committee shall establish the specific targets for any
 such selected measures. These targets may be set at a specific level or may
 be expressed as relative to the comparable measure at comparison companies or
 a defined index.





          (b)
At any time after the commencement of a Plan Year, but prior to the close
thereof, the Committee may, in its discretion, eliminate or add Participants,
or increase or decrease the Target Award of any Participant; but the Committee
may not alter Award Fund or the maximum Award provided by Articles V and VII of
this Plan.


VII. AWARDS


          (a)
The chief executive officers of the Company may receive an award not to exceed
10% of the maximum Award Fund for that Plan Year.


          (b)
All other Participants may receive an award not to exceed that amount which is
90% of the maximum Award Fund for that Plan Year divided by the number of
Participants, other than the chief executive officer, in the Plan for that Plan
Year.


          (c)
The committee, however, shall have the right to pay to the chief executive
officer less than 10% of the maximum Award Fund, and pay to the other Participants,
less than that amount which is 90% of the maximum Award Fund divided by the
number of Participants, other than the chief executive officer, in the Plan for
that Plan Year.


          All
such determinations, except in the case of the award for the chief executive
officer, shall be made after considering the recommendations of the chief
executive officer and such 


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other matters as the Committee shall deem relevant. In
making such determinations, the Committee may, in addition to achievement of short-term
business objectives, take into account achievement by key executives of
long-term goals of the Company. All awards shall be charged against the Award
Fund and shall be made in one lump sum cash payment as soon as practicable
after determined by the Committee.


VIII. LIMITATIONS


          Although
this Plan sets the maximum amount that may be paid to a Participant in any
given year, the Committee shall retain the right to decrease the maximum or
eliminate any Award to any Participants. No director, officer or Employee of
the Company, its Subsidiaries or its Affiliates nor any other person shall have
the authority to enter into any agreement with any person for the making or
payment of an Award or to make any representation or warranty with respect thereto.


          Neither
the action of the Company in establishing the Plan, nor any action taken by it
or by the Committee under the provisions hereof, nor any provision of the Plan,
shall be construed as giving to any Employee the right to be retained in the
employ of the Company, its Subsidiaries or its Affiliates.


          The
Company may offset against any payments to be made to a Participant or his/her
beneficiary under this Plan any amounts owing to the Company, its Subsidiaries
or its Affiliates from the Participant for any reason.


IX. LIMITATION
OF ACTIONS


          Every
asserted right of action by or on behalf of the Company or by or on behalf of
the stockholder against any past, present or future member of the Committee or
director, officer of 


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Employee of the Company or any Subsidiary or Affiliate
thereof, arising out of or in connection with this Plan, shall, irrespective of
the place where such right of action may arise or be asserted and irrespective
of the place of residence of any such member director, officer or Employee,
cease and be barred upon the expiration of three years (i) from the date of the
alleged act or omission in respect of which such right of action arises or (ii)
from the date upon which the Company’s Annual Report to Stockholders setting
forth the aggregate amount of the awards to all or any part of which such
action may relate is made generally available to stockholders, whichever date
is earlier; and every asserted right of action by or on behalf of any Employee,
past, present or future, or any beneficiary, spouse, child or legal
representative thereof, against the Company or any Subsidiary or Affiliate
thereof, arising out of or in connection with this Plan, shall, irrespective of
the place where such right of action may arise or be asserted, cease and be
barred by the expiration of three years from the date of the alleged act or
omission in respect of which such right of action arises.


X. CLAIMS
PROCEDURE


          In
the case of any Participant (whether active, retired or terminated) or
beneficiary whose claim for an award under this Plan has been denied, the
Company shall provide adequate notice in writing of such adverse determination
setting forth the specific reasons for such denial in a manner calculated to be
understood by the recipient thereof. Such Participant or beneficiary shall be
afforded a reasonable opportunity for a full and fair review of the decision
denying the claim by the Committee.


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XI. PLAN
AMENDMENT, SUSPENSION OR TERMINATION


          The
Board of Directors or the stockholders may discontinue the Plan at any time and
may, from time to time, amend or revise the terms of the Plan as permitted by
applicable statutes; provided, however, that no such discontinuance, amendment
or revision shall materially adversely affect any right or obligation with
respect to any award theretofore made. Any amendment or revision that increases
the cost of the Plan by a substantial proportion may be made only by the
stockholders. The Plan will continue in operation until discontinued as herein
provided.


XII. OTHER
COMPENSATION PLANS


          The
adoption of this Plan shall not affect any other incentive compensation plan,
stock option plan or any other compensation plan in effect for the Company or
any Affiliate, nor shall the Plan preclude the Company or any Affiliate from
establishing any other form of incentive compensation plan, stock option plan
or any other compensation plan.


XIII. MISCELLANEOUS


          (a)
The costs and expenses of administering the Plan shall be borne by the Company
and its Affiliates and shall not be charged against any Award or to any
Participant receiving an Award.


          (b)
To the extent not preempted by Federal law, this Plan and actions taken in
connection herewith shall be governed and construed in accordance with the laws
of the State of New Jersey without reference to its Conflict of Laws
principles.


          (c)
The captions and section numbers appearing in this Plan are inserted only as a
matter of convenience. They do not define, limit or describe the scope or
intent of the provisions 


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of the Plan. In this Plan, words in the singular
number include the plural and in the plural include the singular; and words of
the masculine gender include the feminine and the neuter, and when the sense so
indicates, words of the neuter gender may refer to any gender. The invalidity
or unenforceability of any provision hereof shall in no way affect the validity
or enforceability of any other provision.


          (d)
Every direction, revocation or notice authorized or required by the Plan shall
be deemed delivered to the Company (a) on the date it is personally delivered
to its principal executive offices to the attention of the Compensation Manager
of PSEG Services Corporation or (b) three business days after it is sent by
registered or certified mail, postage prepaid, addressed to the Company (attn:
Compensation Manager of PSEG Services Corporation) at such offices; and shall
be deemed delivered to a Participant (a) on the date it is personally delivered
to him or her, or (b) three business days after it is sent by registered or
certified mail, postage prepaid, addressed to him or her at the last address
shown for him or her on the records of the Company.


          (e)
Except as otherwise provided herein, 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.


          (f)
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.


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          (g) The
Company shall have the right to deduct from any Award payment any sum required
to be withheld by federal, state, or local tax law. There is no obligation
hereunder that any Participant or other person be advised in advance of the
existence of the tax or the amount so required to be withheld.


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