Exhibit 10a(7)


PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED


DEFERRED COMPENSATION PLAN FOR DIRECTORS


Amended Effective December 1, 2008






PUBLIC
SERVICE ENTERPRISE GROUP INCORPORATED

DEFERRED COMPENSATION PLAN FOR DIRECTORS

Amended Effective December 1, 2008


          1.
PURPOSE. The Plan is designed to provide a method of deferring payment
to non-employee Directors of their fees and annual retainers, as fixed from
time to time by the Board of Directors, until termination of their services on
the Board.


          2.
PLAN PERIODS. The first Plan Period shall commence upon the election of
Directors at the 1987 Annual Stockholders’ Meeting and terminate upon the
election of Directors at the 1988 Annual Stockholders’ Meeting. Subsequent Plan
Periods shall relate to successive similar periods between Annual Stockholders
Meetings. Effective January 1, 2002, Plan Periods shall be calendar year
periods.


          3.
ADMINISTRATION. The Plan shall be administered by a Committee consisting
of the Chief Executive Officer of the Company and two other officers appointed
by him. The Committee shall have the power to interpret the Plan and, subject
to its provisions, to make all determinations necessary or desirable for the
Plan’s administration.


          4.
PARTICIPATION.


	
 

	
 

	
 


	
 

	
(a)

	
An individual who serves as a Director and is not
 otherwise employed by the Company or any of its subsidiaries shall be
 eligible to participate in the Plan if he or she elects to have payment of
 his or her annual retainer, his or her fees or his or her annual retainer and
 fees in respect of a Plan Period deferred as provided herein.


	
 

	
 

	
 


	
 

	
(b)

	
All elections to defer must be made in the calendar
 year prior to the year that the services giving rise to the compensation are
 performed. The election shall be made by written notice to the Plan filed
 with the Company’s Secretary prior to the first day of such Plan Period or,
 in the case of a Director who first becomes eligible during a Plan Period,
 not later than 30 days after he or she first becomes eligible. Except as
 otherwise provided herein, each such election shall be irrevocable.


	
 

	
 

	
 


	
 

	
(c)

	
Special One-Time Election to Rescind 2005 Deferrals
 – Not later than December 30, 2005, Participants who had elected to defer
 compensation during 2005 may, by written notice, the form of which shall be
 designated and published by the Committee, rescind his/her election to defer
 2005 compensation and such amounts shall be currently paid to the
 Participant.


	
 

	
 

	
 


	
 

	
(d)

	
Special One-Time Election to Change Distribution
 Elections with respect to 2005, 2006, 2007 or 2008 Deferrals
 – Not later than December 31, 2008, Participants who had elected to defer
 compensation during 2005, 2006, 2007 or 2008 may, by 












	
 

	
 

	
 


	
 

	
 

	
written notice in a form approved by the Committee,
 elect to change the distribution elections with respect to any such
 deferrals.





          5. DEFERRED COMPENSATION ACCOUNTS.


	
 

	
 

	
 


	
 

	
(a)

	
An account shall be established for each eligible
 electing Director (a “Participant”) which shall be designated as his or her
 Deferred Compensation Account. If a Participant elects to have payment
 deferred of his or her annual retainer, the amount of the annual retainer
 payable to him or her with respect to a Plan Period shall be credited, in
 four equal installments on or about the last day of March, June, September
 and December in the Plan Period to which such retainer relates, to his or her
 Deferred Compensation Account, subject to the provisions of Section 5(c). If
 a Participant elects to have payment deferred of his or her fees, the amount of
 each fee payable to him or her for attendance at a meeting during a Plan
 Period shall be credited to his or her Deferred Compensation Account on or
 about the first business day following such meeting. The Company shall not be
 required to segregate any amounts credited to the Deferred Compensation
 Accounts, which shall be established merely as an accounting convenience.
 Amounts credited to the Deferred Compensation Accounts shall at all times
 remain solely the property of the Company subject to the claims of its
 general creditors and available for the Company’s use for whatever purpose
 desired.


	
 

	
 

	
 


	
 

	
(b)

	
A Director, except a Director not actively serving
 on the Board on April 1, 2000, may direct investment of his or her Account
 among the Investment Funds (hereinafter defined) (in the manner established
 by the Committee) in multiples of one percent; provided, however, that the
 Committee shall not be obligated to effectuate any such investment direction.
 The amounts credited to a Deferred Compensation Account shall accrue earnings
 credits as determined by the Investment Fund(s) selected by the Director. In
 the case of (i) Director not actively serving on the Board on April 1, 2000
 and (ii) a Director who fails to provide a designation of Investment Funds,
 each such Director shall be deemed to have designated 100 percent of his or
 her Account to be invested in the Investment Fund that determines income
 accrual with reference to the prime commercial lending rate of JPMorgan Chase
 Bank (formerly, the Chase Manhattan Bank). Except with respect to an
 investment election related to (a) an election made within 30 days of April
 1, 2000 and (b) any Investment Fund which is discontinued during a Plan Year,
 each of which shall be effective immediately, a Director’s investment
 election may be changed annually and will be effective from January 1 of the
 Plan Year next following receipt of the Director’s investment election form.


	
 

	
 

	
 


	
 

	
 

	
Each Director’s Account shall be credited with a
 rate of return on the last day of March, June, September and December equal
 to the rate of return experienced by the Investment Fund selected by the
 Director for the same period. The fair market 





2






	
 

	
 

	
 


	
 

	
 

	
value of each Investment Fund shall be determined by
 the Committee and shall represent the fair market value of all securities and
 other property held by the Investment Fund.


	
 

	
 

	
 


	
 

	
(c)

	
‘Investment Fund’ - the fund or funds selected by
 the Committee from time to time and included in Schedule C of the Plan which
 shall serve as a means of measuring the increase or decrease of each
 Director’s Account. The Committee may, in its discretion, add or discontinue
 any Investment Fund available under the Plan. The Committee shall provide
 each affected Director with the opportunity, without limiting or otherwise
 impairing any other right of such Director regarding changes in investment
 directions, to redirect the allocation of his or her Account invested in any
 discontinued Investment Fund among the other Investment Funds available under
 the Plan, including any replacement investment vehicle.


	
 

	
 

	
 


	
 

	
(d)

	
If, prior to the end of a Plan Period, a Participant
 becomes an employee of the Company or one of its subsidiaries or dies or
 ceases for any reason to be a Director, or if the effective date of
 participation by a Participant for any Plan Period shall be other than the
 first day thereof, he or she will be entitled to be credited with that
 proportion of the annual retainer for the full Plan Period which the number
 of days of his or her participation in the Plan during such Plan Period bears
 to the total number of days in such Plan Period.


	
 


	
          6.
 PAYMENT.


	
 


	
 

	
(a)

	
Following termination of a Participant’s service on
 the Board, the Company shall distribute his or her Deferred Compensation
 Account.


	
 

	
 

	
 


	
 

	
(b)

	
By written notice to the Plan filed with the
 Company’s Secretary, a Participant may elect to have distribution of his or
 her Deferred Compensation Account commence either (1) on the 30th day
 following the date of termination of the Participant’s service on the Board,
 (2) on the 15th day of January next following the date of
 termination of the Participant’s service on the Board or (3) on the 15th
 day of January of any calendar year following termination of the
 Participant’s service on the Board, but not later than the January following
 the Participant’s 71st birthday, unless the Participant is still a Director
 at such time, in which case distribution shall commence on the 30th
 day following the date the Participant ceases to be a Director. Any such
 election, or any change in such election (by such subsequent written notice
 to the Secretary of the Company), shall apply only to future deferrals. In
 the event no election is made as to the commencement of distribution, such
 distribution shall commence on the 30th day following the date the
 Participant ceases to be a Director of the Company. 


	
 

	
 

	
 


	
 

	
(c)

	
By written notice to the Plan filed with the
 Company’s Secretary, a Participant may elect to receive the distribution of
 his or her Deferred Compensation Account in the form of (1) one lump-sum
 payment, or (2) annual distributions over a 





3






	
 

	
 

	
 


	
 

	
 

	
period selected by the Participant of up to ten
 years. In the event a lump-sum payment is made under the Plan, the amount
 then standing to the Participant’s credit in his or her Deferred Compensation
 Account, including earnings credits provided in Section 5(b) to the date of
 distribution, shall be paid to the Participant on the date determined under
 Section 6(b). In the case of a distribution over a period of years, the
 Company shall pay to the Participant, commencing on the date determined under
 Section 6(b), annual installments from the amount then standing to his or her
 credit in his or her Deferred Compensation Account, including earnings
 credits on the unpaid balance at the rate provided in Section 5(b) to the
 date of distribution. The amount of each installment shall be determined by
 dividing the then unpaid balance, plus earnings credits, in the Participant’s
 Deferred Compensation Account by the number of installments remaining to be
 paid. If a Participant does not make an election as to the manner of
 distribution of his or her Deferred Compensation Account, such distribution
 shall be made in the form of annual installments paid over a five-year
 period.


	
 

	
 

	
 


	
 

	
(d)

	
The payment of all distributions shall be made in
 money by check, except that the portion of a Participant’s Deferred
 Compensation Account that is allocated to the Investment Fund based upon the
 performance of this Corporation’s common stock may elect to receive distributions
 with respect to that portion of his/her Deferred Compensation Account in
 shares of common stock. Any amounts related to fractional shares shall be
 paid in money by check.


	
 

	
 

	
 


	
 

	
(e)

	
In the event of a Participant’s death, the balance
 of the Participant’s Deferred Compensation Account shall be distributed to
 the Participant’s Beneficiary(ies) in annual installments over a period of
 not more than five years, in accordance with the Participant’s election on
 Schedule B to the Plan filed with the Secretary of the Company. Any change in
 the period over which such payments are made shall only apply to future
 deferrals. Such distribution shall be made in a manner consistent with
 Section 6(c) of the Plan and shall commence on the 30th day following the
 Participant’s death. Additional annual payments for distributions made over a
 period of more than one year shall be made on the yearly anniversaries of
 such date. In the event of a Participant’s death after distribution of this
 Deferred Compensation Account has commenced, any election under this Section
 6(d) shall not extend the time of payment of his or her Deferred Compensation
 Account beyond the time when distribution would have been completed if the
 Participant had lived. A Participant may change Beneficiary designations by
 filing a subsequent Schedule B with the Secretary of the Company. If a
 Participant does not make an election as to the manner of distribution of his
 or her Deferred Compensation Account in the event of his or her death, any
 such distribution shall be made as a lump-sum payment to his or her estate on
 the 30th day following the Participant’s death.


	
 

	
 

	
 


	
 

	
(f)

	
Participants may, (i) by notice filed with the
 Company prior to December 31st of any year, make changes of
 distribution elections on a prospective basis; (ii) by 





4






	
 

	
 

	
 


	
 

	
 

	
notice filed with the Company, make changes of
 distribution elections with respect to prior deferred compensation as long
 (A) any such new distribution election is made at least one year prior to the
 date that the commencement of the distribution would otherwise have occurred
 and (B) the revised commencement date is at least five years later than the
 date that the commencement of the distribution would otherwise have occurred;
 (iii) Special One-Time Election - by notice filed with the Company
 prior to December 31, 2005, make a one-time election to change any
 distribution election previously made with respect to compensation deferred
 on or before December 31, 2005; (iv) Special One-Time Election - Participants
 may, by notice filed with the Company prior to December 31, 2008, make a
 one-time election to change any distribution election previously made with
 respect to compensation deferred during 2005, 2006, 2007 or 2008.


	
 

	
 

	
 


	
 

	
(g)

	
Notwithstanding any other provision of the Plan, if
 the Committee shall determine in its sole discretion that the time of payment
 of a Participant’s Deferred Compensation Account should be advanced because
 of protracted illness or other undue hardship, then the Committee may advance
 the time or times of payment (whether before or after the Retirement Date)
 only if the Committee determines that an emergency beyond the control of the
 Participant exists and which would cause such Participant severe financial
 hardship if the payment of such benefits were not approved. Any such
 distribution for hardship shall be limited to the amount needed to meet such
 emergency (plus the amount of any tax liability resulting from the
 distribution). A Participant who receives a hardship distribution may not
 reenter the Plan for twelve months after the date of such distribution. Any
 distribution for hardship under this Section 6(f) shall commence on the 15th
 day following the date the Committee determines to make such hardship
 distribution.


	
 

	
 

	
 


	
 

	
(h)

	
Distribution in Case of Certain Tax Events
 – If, with respect to any Participant, the Plan fails to meet the
 requirements of the Internal Revenue Code with respect to the deferral of tax
 liability, the Company may accelerate distribution from a Participant’s
 Account amounts sufficient to meet such Participant’s resulting Federal,
 State, Local and/or Foreign tax liability (including any interest and
 penalties).


	
 

	
 

	
 


	
          7.
 ASSIGNMENT. No benefit under the Plan shall in any manner or to any
 extent be assigned, alienated, or transferred by any Participant or
 Beneficiary or subject to attachment, garnishment or other legal process.


	
 


	
 

	
 

	
 


	
          8.
 TERMINATION AND AMENDMENT.


	
 


	
 

	
(a)

	
The Board may terminate the Plan at any time so that
 no further amounts shall be credited to Deferred Compensation Accounts or
 may, from time to time, amend the Plan, without the consent of Participants
 or Beneficiaries; provided, however, that no such amendment or termination
 shall impair any rights, including rights to 





5






	
 

	
 

	
 


	
 

	
 

	
income credits pursuant to Section 5(b) hereof,
 which have accrued under the Plan without the consent of the Participant or
 Beneficiary, or the legal representative of such person, so affected.


	
 

	
 

	
 


	
 

	
(b)

	
Notwithstanding any other provision of this Plan,
 upon the occurrence of a Change in Control (as defined below), the income
 credit calculated pursuant to Section 5(b) hereof may not be reduced below
 the prime commercial lending rate described therein.


	
 

	
 

	
 


	
 

	
 

	
For purposes of this Plan, “Change in Control” 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 l3d-3
 under the Act (a “Beneficial Owner”), directly or indirectly, of securities
 of the Corporation (not including in the securities beneficially owned by
 such person any securities acquired directly from the Corporation or its
 affiliates) representing 25% or more of the combined voting power of the
 Corporation’s then outstanding securities, excluding any person who becomes
 such a Beneficial Owner in connection with a transaction described in clause
 (1) 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 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 Corporation) whose appointment or election by the Board of Directors or
 nomination for election by the Corporation’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 Corporation or any direct or indirect wholly owned subsidiary of the
 Corporation with any other corporation, other than (1) a merger or
 consolidation which would result in the voting securities of the Corporation
 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 Corporation or any subsidiary of the
 Corporation, at 





6






	
 

	
 

	
 


	
 

	
 

	
least 75% of the combined voting power of the
 securities of the Corporation or such surviving entity or any parent thereof
 outstanding immediately after such merger or consolidation, or (2) a merger
 or consolidation effected to implement a recapitalization of the Corporation
 (or similar transaction) in which no person is or becomes the Beneficial
 Owner, directly or indirectly, of securities of the Corporation representing
 25% or more of the combined voting power of the Corporation’s then
 outstanding securities; or


	
 

	
 

	
 


	
 

	
(iv)

	
the stockholders of the Corporation approve a plan
 of complete liquidation or dissolution of the Corporation or there is
 consummated an agreement for the sale or disposition by the Corporation of
 all or substantially all of the Corporation’s assets, other than a sale or
 disposition by the Corporation of all or substantially all of the
 Corporation’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
 Corporation in substantially the same proportions as their ownership of the Corporation
 immediately prior to such sale.


	
 

	
 

	
 


	
 

	
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 Corporation 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 Corporation immediately following such transaction or series of
 transactions.





          9.
WHAT CONSTITUTES NOTICE. 


          Any
notice to an Participant, Beneficiary or legal representative hereunder shall
be given either by delivering it or by depositing it in the United States mail,
postage prepaid, addressed to his/her last known address. Any notice to the
Company or the Committee hereunder (including the filing of election and
designation forms) shall be given either by delivering it, or depositing it in
the United States mail, postage prepaid, to the Secretary of the Employee
Benefits Policy Committee, Public Service Enterprise Group Incorporated, 80
Park Plaza, P. 0. Box 1171, Newark, New Jersey 07102.


          10.
ADVANCE DISCLAIMER OF ANY WAIVER ON THE PART OF THE COMPANY. Failure by
the Company 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.


7






          11.
EFFECT ON 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.


          12.
PLAN BINDING ON ANY SUCCESSOR OWNER. 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.


          13.
LAWS GOVERNING THIS PLAN. Except to the extent federal law applies, this
Plan shall be governed by the laws of the State of New Jersey. This Plan is specifically intended to comply
with the provisions of the 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.


          14.
MISCELLANEOUS. The masculine pronoun shall mean the feminine wherever
appropriate.


8






SCHEDULE A


DEFERRED COMPENSATION PLAN FOR DIRECTORS OF

PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED (THE “PLAN”)


ELECTIONS IN CONNECTION WITH DEFERRAL OF COMPENSATION


	
 

	
 

	
 

	
 


	
Section 1

	
Election as to Compensation to be
 Deferred


	
 

	
 


	
 

	
Note:

	
THIS SECTION IS TO BE USED TO MAKE OR TO CHANGE AN
 ELECTION UNDER SECTION 4 OF THE PLAN. ANY CHANGE IN ELECTION WILL ONLY
 APPLY TO SUBSEQUENT PLAN PERIODS.








	
 

	
 

	
 

	
 

	
 


	
 

	
I hereby elect to defer, in accordance with the
 provisions of the Plan:


	
 

	
 


	
 

	
__________

	
(a)

	
My retainer.




	
 

	
__________

	
(b)

	
My fees.




	
 

	
__________

	
(c)

	
My retainer and my fees.


	
 

	
 


	
Section 2. 

	
Election as to Commencement of Distribution From Account 


	
 

	
 


	
 

	
Note: 

	
THIS SECTION IS TO BE USED (A) WHEN FIRST BECOMING A
 DIRECTOR COVERED BY THE PLAN AND (B) PRIOR TO EACH ANNUAL MEETING IF THERE IS
 TO BE ANY CHANGE IN THE ORIGINAL ELECTION. ANY SUCH CHANGE WILL ONLY
 APPLY TO FUTURE DEFERRALS.





          I
hereby elect, in accordance with the provisions of the Plan, to have
distribution from my Account commence:


	
 

	
 

	
 

	
 


	
 

	
__________

	
(a) Within thirty (30) days after I cease to be a
 director of the Company.


	
 

	
 

	
 

	
 


	
 

	
__________

	
(b) In the month of January after I cease to be a director
 of the Company.


	
 

	
 

	
 

	
 


	
 

	
__________

	
(c) In the month of January, _________, (which is not
 later than the January following my 71st birthday), unless I am a director of
 the Company at such time, in which case within 30 days after I cease to be a
 director of the Company.





Participant’s
Initials__________

Date__________






SCHEDULE
A-2


	
 

	
 


	
Section 3.

	
Election as to the Timing of the
 Distribution








	
 

	
 

	
 


	
 

	
Note:

	
THIS SECTION IS TO BE USED (A) WHEN FIRST BECOMING A
 DIRECTOR COVERED BY THE PLAN AND (B) PRIOR TO EACH ANNUAL MEETING IF THERE IS
 TO BE ANY CHANGE IN THE ORIGINAL ELECTION. ANY SUCH CHANGE WILL ONLY
 APPLY TO FUTURE DEFERRALS.





          I
hereby elect, in accordance with the provisions of the Plan, to have the
distribution of my Account paid:


	
 

	
 

	
 

	
 


	
 

	
__________

	
(a)

	
In one lump sum.




	
 

	
__________

	
(b)

	
In annual installments over a period of __________
 years (up to 5).





Date:__________


	


	
 

	



	
Witness

	
 

	
        Participant’s Signature












SCHEDULE
B


DEFERRED
COMPENSATION PLAN FOR DIRECTORS OF

PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED (THE “PLAN”)


	
 

	
 


	
Section 1.

	
Election as to Method of
 Distribution in Case of Death





          In
case of my death, I hereby elect, in accordance with the provisions of the
Plan, to have the distribution of my Deferred Compensation Account paid over a
period of _________ year(s) to my Beneficiary(ies) designated in Section 2
hereof.


	
 

	
 


	
Section 2.

	
Designation of Beneficiary(ies)





          In
the event of my death, I hereby designate the following individuals,
fiduciaries or other entities, 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 benefits owing to me, under the Plan.


          PRIMARY
BENEFICIARIES - The following beneficiary(ies) shall receive all 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.


	
 

	
 

	
 

	
 

	
 


	
NAME
 AND PRESENT

 ADDRESS OF PRIMARY

 BENEFICIARY(IES)

	 	
PROPORTIONATE

 INTEREST OF

 PRIMARY

 BENEFICIARY(IES)

	 	
RELATIONSHIP

 TO PARTICIPANT


	
_______________________

	 	
 

	 	
 


	
 

	 	
 

	 	
 


	
_______________________

	 	
___________%

	 	
______________


	
 

	 	
 

	 	
 


	
_______________________

	 	
 

	 	
 


	
 

	 	
 

	 	
 


	
_______________________

	 	
___________%

	 	
______________


	
 

	 	
 

	 	
 


	
_______________________

	 	
 

	 	
 


	
 

	 	
 

	 	
 


	
_______________________

	 	
___________%

	 	
______________


	
 

	 	
 

	 	
 


	
_______________________

	 	
 

	 	
 


	
 

	 	
 

	 	
 


	
_______________________

	 	
___________%

	 	
______________





Participant’s Initials__________
Date__________






SCHEDULE B-2


          SECONDARY
BENEFICIARIES - The following beneficiary(ies) shall receive all benefits
payable under the Plan in the event of my death in the 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 Secondary
Beneficiaries.


	
 

	
 

	
 

	
 

	
 


	
NAME AND PRESENT

 ADDRESS OF SECONDARY

 BENEFICIARY(IES)

	 	
PROPORTIONATE

 INTEREST OF

 SECONDARY

 BENEFICIARY(IES)

	 	
RELATIONSHIP

 TO PARTICIPANT


	
_______________________

	 	
 

	 	
 


	
 

	 	
 

	 	
 


	
_______________________

	 	
___________%

	 	
______________


	
 

	 	
 

	 	
 


	
_______________________

	 	
 

	 	
 


	
 

	 	
 

	 	
 


	
_______________________

	 	
___________%

	 	
______________


	
 

	 	
 

	 	
 


	
_______________________

	 	
 

	 	
 


	
 

	 	
 

	 	
 


	
_______________________

	 	
___________%

	 	
______________


	
 

	 	
 

	 	
 


	
_______________________

	 	
 

	 	
 


	
 

	 	
 

	 	
 


	
_______________________

	 	
___________%

	 	
______________





          ESTATE
- In the event I have declined to designate a Beneficiary hereunder or if all
of the Beneficiaries that I have designated predecease me, then all benefits
payable under the Plan shall be payable to my Estate.


Date:__________


	
 

	
 

	
 


	


	
 

	



	
Witness

	
 

	
        Participant’s Signature












SCHEDULE C 2006


PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED
DEFFERRED COMPENSATION PLAN FOR DIRECTORS (THE “PLAN”)


INVESTMENT FUND ELECTION OPTIONS


I hereby select the rate of return for my total
account, including any deferred amounts to be made in 2002, to be based upon
the following investment fund election option (elections are made in multiples
of 1% and must total 100%):


	
 

	
 

	
 


	
 

	
1. _____

	
An annual rate equal to the rate charged by JPMorgan
 Chase Bank (formerly, The Chase Manhattan Bank, N.A.) on the first business
 day of each calendar quarter for prime commercial loans of 90 day maturity
 (based on actual number of days, 360 days to the year), plus 1⁄2 of 1%.


	
 

	
 

	
 


	
 

	
2. _____

	
An annual rate equal to the rate of return of the
 Conservative Pre –Mixed Portfolio of this Corporation’s Thrift and
 Tax-Deferred Savings Plan (the “Thrift Plan”).


	
 

	
 

	
 


	
 

	
3. _____

	
An annual rate equal to the rate of return of the
 Moderate Pre –Mixed Portfolio of this Corporation’s Thrift Plan.


	
 

	
 

	
 


	
 

	
4. _____

	
An annual rate equal to the rate of return of the
 Aggressive Pre –Mixed Portfolio of this Corporation’s Thrift Plan.


	
 

	
 

	
 


	
 

	
5. _____

	
An annual rate equal to the rate of return of the
 Large Company Stock Index Fund of this Corporation’s Thrift Plan.


	
 

	
 

	
 


	
 

	
6. _____

	
An annual rate equal to the rate of return on this
 Corporation’s Common Stock with dividends invested as of the last business
 day of each quarter and share price equal to the average of the high and low
 actual sale prices of the Common Stock on the New York Stock Exchange on the
 date the transaction is credited. Please check one of the following:


	
 

	
 

	

I wish my distribution from this Fund in:


	
 

	
 

	

Cash____ Stock____


	

TOTAL 100%





Note:
This Schedule C is to make an initial Investment Fund Election or to change a
current Investment Fund Election. If you have never made an election, your
account will earn a rate of return based on the Prime Rate plus one half of one
percent. If you have made an election, your investment election will apply to your
existing account balance(s) and future deferrals and will remain in effect
until changed by you in a subsequent year.


Investment
options 2-6 are based on the experience of the stock market and there is the
potential for losses as well as gains.






Changes
cannot be made after December 31, 2005.


Such earnings credit shall be computed on the average
daily balance in your Account during each calendar quarter, excluding any
assets which have been distributed from your Account during such quarter, and
shall be credited to your Account and compounded as provided for in the Plan.


	
 

	
 

	
 


	


	
 

	



	
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