Exhibit 10a(8)


DEFERRED COMPENSATION PLAN FOR
CERTAIN EMPLOYEES 

OF PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED 

AND ITS AFFILIATES


AMENDED EFFECTIVE DECEMBER 1, 2008






DEFERRED COMPENSATION PLAN FOR
CERTAIN EMPLOYEES OF
PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED AND
ITS AFFILIATES
AMENDED EFFECTIVE DECEMBER 1, 2008


          1.
PURPOSE. The purpose of this Plan is to provide a method to certain
select and key employees of the Company and its Affiliates to defer
compensation as provided herein. This Plan was formerly known as the Deferred
Compensation Plan for Certain Employees of Public Service Electric and Gas
Company.


          2.
AMENDMENT. This Plan is restated and amended, effective December 1,
2008, to allow a special one-time election to change certain prior deferral
elections and make certain definitional changes related to Section 409A of the Code.


          3.
DEFINITIONS OF TERMS USED IN THIS PLAN. As used in this Plan, the
following words and phrases shall have the meanings indicated:


	
 

	
 

	
 

	
 


	
 

	
(a)

	
“Account” - the Deferred Compensation Account
 described in Paragraph 4 of this Plan.


	
 

	
 

	
 

	
 


	
 

	
(b)

	
“Affiliate” –
 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). The term affiliate
 shall also include such entities which shall be specifically designated by
 the Committee.


	
 

	
 

	
 

	
 


	
 

	
(c)

	
 “Assets” -
 all Compensation and interest that have been credited to a Participant’s
 Account in accordance with Paragraph 5 of this Plan.


	
 

	
 

	
 

	
 


	
 

	
(d)

	
“Beneficiary” - the individual(s) and/or entity(ies)
 designated and defined by the Plan.


	
 

	
 

	
 

	
 


	
 

	
(e)

	
 “Change in
 Control” - 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 securities of the Company (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 Beneficial Owner in connection with a transaction described in
 clause (A) of subparagraph (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 (1) 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 (2) 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.


	
 

	
 

	
 

	
 


	
 

	
 

	
(v)

	
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.


	
 

	
 

	
 

	
 


	
 

	
(f)

	
“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.


	
 

	
 

	
 


	
 

	
(g)

	
“Committee” - the Employee Benefits Policy Committee
 of the Company.


	
 

	
 

	
 

	
 


	
 

	
(h)

	
“Company” - Public Service Enterprise Group
 Incorporated.


	
 

	
 

	
 

	
 


	
 

	
(i)

	
“Compensation” - the total remuneration paid to a
 Participant for services rendered to the Company or a Participating
 Affiliate, excluding the Company’s or Participating Affiliate’s cost for any
 public or private employee benefit plan, including this Plan, but including
 all elective contributions that are made by the Company or Participating
 Affiliate under Internal Revenue Code Sections 125 or 401(k). Compensation
 deferrable under this Plan shall specifically include any and all amounts
 transferred from the deferred compensation accounts of the Company’s
 Management Incentive Compensation Plan, the Management Incentive Compensation
 Plan of Public Service Electric and Gas Company and any prior deferred
 compensation plan of an Affiliate.


	
 

	
 

	
 

	
 


	
 

	
(j)

	
“Deferred Compensation” - the amount of Compensation
 deferred pursuant to Paragraph 4 of this Plan.


	
 

	
 

	
 

	
 


	
 

	
(k)

	
“Disability” - a Participant will be considered
 disabled if he/she meets one of the following requirements: (i) he/she is
 unable to engage in any substantial gainful activity by reason of any
 medically determinable 












	
 

	
 

	
 


	
 

	
 

	
physical or mental impairment that can be expected
 to result in death or to last for a continuous period of not less than 12
 months; or (ii) he/she is, by reason of any medically determinable physical
 or mental impairment that can be expected to result in death or to last for a
 continuous period of not less than 12 months, receiving income replacement
 benefits for a period of not less than 3 months under a Company or Affiliate
 sponsored plan.


	
 

	
 

	
 


	
 

	
(l)

	
“Employer” – the Company and any Participating
 Affiliate.


	
 

	
 

	
 


	
 

	
(m)

	
“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.


	
 

	
 

	
 


	
 

	
(n)

	
 “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.


	
 

	
 

	
 


	
 

	
(o)

	
“Investment Fund” - the fund or funds selected by
 the Committee from time to time which shall serve as a means of measuring the
 increase or decrease of each Participant’s Account. The Committee may, in its
 discretion, add or discontinue any Investment Fund available under the Plan.
 The Committee shall provide each affected Participant with the opportunity,
 without limiting or otherwise impairing any other right of such Participant
 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. 


	
 

	
 

	
 


	
 

	
(p)

	
“Participant” - each employee of the Company or any
 Participating Affiliate as may be designated by the Chief Executive Officer
 of the Company.


	
 

	
 

	
 


	
 

	
(q)

	
“Participating Affiliate” – any Affiliate of the
 Company which (a) adopts this Plan with the approval of the Company; (b)
 authorizes the Board of Directors and the Committee to act for it in all
 matters arising under or with respect to this Plan; and (c) complies with
 such other terms and conditions relating to this Plan as may be imposed by
 the Company.


	
 

	
 

	
 


	
 

	
(r)

	
“Plan” - the Deferred Compensation Plan for Certain
 Employees of Public Service Enterprise Group Incorporated and its Affiliates
 (formerly known as the Deferred Compensation Plan for Certain Employees of
 Public Service Electric and Gas Company).












	
 

	
 

	
 

	
 

	
 


	
 

	
(s)

	
“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 latter of:


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(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.


	
 

	
 

	
 

	
 

	
 


	
 

	
(t)

	
“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.





          4.
ELECTION AS TO THE AMOUNT OF COMPENSATION THAT IS TO BE DEFERRED. A
Participant may elect to defer any portion of his/her Compensation otherwise
payable for services rendered for his/her Employer after the date of adoption
of this Plan.


          (a)
Timing of Elections - Any election to defer must be made by filing with
the Committee an “Election in Connection with Deferral of Compensation”, the
form of which shall be designated and published by the Committee from
time-to-time. 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.
Provided, however, that elections to defer performance-based compensation may
be made up to the date that is six-months before the end of the related
performance period, as long as a) the performance period is at least 12 months
in length, b) the Participant performed services continuously from the date the
performance criteria were established through the date the deferral election is
made and c) at the time the deferral election is made, the performance-based
compensation is not both i) substantially certain to be paid and ii) readily
ascertainable. A Participant may change (using the election form for such
purposes), not later than the date than the last date that an election to defer
may be made, the amount of Compensation to be deferred by him/her with respect
to the next succeeding calendar year or performance period.


          In
the calendar year that a Participant first becomes eligible to participate in
this Plan, such Participant may elect to defer Compensation for part of that
calendar year but only if such election is made within thirty (30) days after
the Participant first becomes eligible to participate in this Plan or any other
plan required under Section 409A of the Code to be aggregated with this Plan.
Except as otherwise specifically provided for herein, Compensation may be
deferred prospectively only, and the amount of Compensation to be deferred may
be changed only with respect to future calendar years.


          (b)
Special One-Time Election to Rescind 2005 Deferrals – Not later than
December 14, 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.


          (c)
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.
HOW THE ACCOUNT IS TO BE MAINTAINED.


                    (a)
Establishment of Account - The Company shall establish an Account for
each Participant who elects to participate in the Plan. Each Participant’s
Account shall be credited at the end of each month with an amount equal to the
Deferred Compensation which would have otherwise been payable to him/her that
month.


                    (b)
Earnings Credits on Assets in the
Account – Each Participant,
except Participants whose active employment by an Employer terminated prior to
January 1, 2000, may direct investment of his or her Account among the
Investment Funds (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. In the case of (i) Participants whose
active employment by an Employer terminated prior to January 1, 2000 and (ii) a
Participant who fails to provide a designation of Investment Funds, such
Participants shall be deemed to have designated 100 percent of their Accounts
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 any Investment Fund which is
discontinued during a Plan Year, which shall be effective immediately, a
Participant’s investment election may be changed annually and will be effective
from January 1 of the Plan Year next following receipt of the Participant’s
investment election form.


                    Each
Participant’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 Participant for the same period. The
fair market 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)
Title to and Beneficial Ownership of Assets - The Plan shall be
unfunded. The Company shall not be required to segregate any amounts credited
to any Participant’s Account, which shall be established merely as an accounting
convenience. Title to and beneficial ownership of any Assets, whether Deferred
Compensation or earnings credited to a Participant’s Account pursuant to
Subparagraphs 5(a) and (b) hereof, shall at all times remain in the Company,
and no Participant nor Beneficiary shall have any interest whatsoever in any
specific assets of the Company. All Assets 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.


          6.
DISTRIBUTION FROM THE ACCOUNT


                    (a)
Election as to the Commencement of the Distribution - By election on the
form designated by and filed with the Committee at the same time he/she elects
to defer compensation under Paragraph 4, a Participant, may elect to have
distribution from his/her account commence (i) on the thirtieth day after the
date he/she ceases to be employed by an Employer or, in the alternative, (ii)
on January 15th of any calendar year following Separation from
Service elected by the Participant, but in any event no later than the latter
of (A) the January 






of the year following the year of the Participant’s
70th birthday or (B) the January following Separation from Service or (iii)
pursuant to the terms of any written employment agreement applicable to the
Participant. Notwithstanding the forgoing, however, for any Participant who is
a Soecified Employee, distribution of his/her account may not occur earlier
than six months following his/her Separation from Service. 


                    (b)
Election as to the Timing of the Distribution(s) - By election on the
form designated by and filed with the Committee at the same time he/she elects
to defer compensation under Paragraph 4, a Participant may elect to receive the
distribution of his/her Account in the form of (i) one lump-sum payment, (ii)
annual distributions over a five-year period or (iii) annual distributions over
a 10-year period. A Participant may change such election by filing a subsequent
election form, but any such change shall apply only to future deferrals. In the
event a lump-sum payment is made under this Plan, the Assets credited to a
Participant’s Account, including earnings at the rate provided in Subparagraph
5(b) of this Plan to the date of distribution, shall be paid to the Participant
on the date determined under Subparagraph 6(a) of this Plan. In the case of a
distribution over a period of years, the Company shall pay to the Participant
on the date determined under Subparagraph 6(a) of this Plan and on the yearly
anniversaries of such date, annual installments of the unpaid balance of the
Assets in the Participant’s Account, including earnings on the unpaid balance
at the rate provided in Subparagraph 5(b) of this Plan to the date of
distribution. The amount of each installment shall be determined by multiplying
the then unpaid balance, plus accrued earnings, in the Participant’s Account
by a fraction, the numerator of which is one and the denominator of which is
the number of annual installments remaining to be paid. 


                    (c)
Changes in Distribution Elections – (i) Participants may, by notice
filed with the Company prior to December 31st of any year, make
changes of distribution elections on a prospective basis; (ii) Participants
may, by 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 - Participants may, 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.


                    (d)
Distribution in Case of Certain Disability - In the event of a
Participant’s Disability prior to a calendar year elected by the Participant
under Subparagraph 6(a)(ii) of this Plan for distribution to commence,
distribution of the Participant’s Account shall commence in the month following
the month in which the Participant terminates employment for Disability, in
accordance with the Participant’s election under Subparagraph 6(b) of this Plan
as to the form of distribution.






                    (e)
Distribution in Case of Death - In the event of an Participant’s death,
the balance of the Participant’s Account shall be distributed to the
Participant’s Beneficiary(ies) over a period of not more than five (5) years,
in accordance with the Participant’s election (on the form designated by and
filed with the Committee) for distribution in case of death. 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 Subparagraph 6(b)
of this Plan and shall commence in the month of January of the year after the
year of the Participant’s death, on a date within said month to be determined
by the Committee in its sole discretion. 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 his/her Account has commenced, any election under this
Subparagraph 6(e) shall not extend the time of payment of his/her Account
beyond the time when distribution would have been completed if he/she had
lived. A Participant may change Beneficiary designations by filing a subsequent
designation with the Committee.


                    (f)
Request for Change in Distribution on Account of an Unforeseeable Emergency
- A Participant, Beneficiary or a legal representative may request an
acceleration of any payments from a Participant’s Account by filing a written
request therefore with the Committee. The Committee may, in its sole discretion,
grant such request only if the Committee determines that an emergency beyond
the control of the Participant, Beneficiary or legal representative exists and
which would cause such Participant, beneficiary or legal representative 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 makes a hardship withdrawal may not reenter this Plan for 12
months after the date of withdrawal. Any distribution under this Subparagraph
6(f) shall be made on the 15th day after the Committee grants such request for
hardship withdrawal.


                    (g)
Employment not Terminated if Transferred to an Affiliate - For the
purposes of this Paragraph 6, an Participant shall not be deemed to have
experienced a Separation from Service if he/she is transferred to the employ of
an employer that is an Affiliate of the Company.


                    (h)
Company may Distribute in Lump-Sum if Distributable Amount Less Than $5,000
- The Company reserves the right to make a lump-sum distribution,
notwithstanding any other provision of this Plan, if the total Assets in the
Participant’s Account in this Plan and in the Participant’s accounts in all
other plans required under the Section 409A of the Code to be aggregated with
this Plan, are $5,000 or less at any time after the Participant ceases to be
employed by the Company.


                    (i)
Failure to make a Distribution Election – If, with respect to any
election to defer compensation for any year, a Participant fails to make a
proper election with respect to the distribution of such compensation, such
amount will be distributed in a lump sum on the thirtieth day following the
Participant’s Separation from Service.






                    (j)
Distribution in Case of Certain Tax Events – If, with respect to any
Participant, the Plan fails to meet the requirements of the 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
under the Plan or subject to attachment, garnishment or other legal process.


          8
PLAN DOES NOT CONSTITUTE AN EMPLOYMENT AGREEMENT. This Plan shall not
constitute a contract for the continued employment of any Participant by the
Company. The Company reserves the right to modify a Participant’s compensation
at any time and from time to time as it considers appropriate and to terminate
his/her employment for any reason at any time notwithstanding this Plan.


          9.
AMENDMENT OR TERMINATION OF THE PLAN BY THE COMPANY. The Company may, in
its sole discretion and by action of its Board of Directors or Employee Benefit
Policy Committee, amend, modify or terminate this Plan at any time, provided,
however, that no such amendment, modification or termination shall adversely
affect the right of a Participant in respect of Deferred Compensation previously
earned by him/her which has not been paid, unless such Participant or his/her
legal representative shall consent to such change; and no such amendment,
modification or termination shall entitle any Participant to an acceleration of
any distributions from this Plan. Provided, further, that notwithstanding any
other provision of this Plan, upon the occurrence of a Change in Control, the
earnings credit calculated pursuant to Paragraph 5 may not be reduced below the
prime commercial lending rate described in Subparagraph 5(b).


          10.
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 1170, Newark, New
Jersey 07102.


          11.
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.


          12.
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.






          13.
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.


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