RETIREMENT INCOME REINSTATEMENT PLAN FOR NON-REPRESENTED EMPLOYEES OF PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED AND ITS AFFILIATES

Exhibit 10a(3)

RETIREMENT INCOME REINSTATEMENT PLAN

FOR NON-REPRESENTED EMPLOYEES OF

PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED

AND ITS AFFILIATES

Amended December 2008, Effective as of January 1, 2009

TABLE OF CONTENTS

RETIREMENT INCOME REINSTATEMENT PLAN
FOR NON-REPRESENTED EMPLOYEES OF
PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED
AND ITS AFFILIATES

          Public Service Electric and Gas Company previously established effective January 1, 1995, and currently maintains the Retirement Income Reinstatement Plan for Non-Represented Employees of Public Service Electric and Gas Company and its Affiliates. Effective December 13, 1999, Public Service Electric and Gas Company transferred sponsorship of the plan to the Company and renamed the plan the “Retirement Income Reinstatement Plan for Non-Represented Employees of Public Service Enterprise Group Incorporated and its Affiliates.” The Plan was further amended, effective as of January 1, 2005, as set forth in this document to conform with the requirements of the American Jobs Creation Act of 2004. This Plan was established for the purpose of assisting in attracting and retaining a stable pool of key managerial and professional talent and long-term key employee commitment by providing certain supplemental retirement benefits for certain of their employees who participate in the Pension Plan of Public Service Enterprise Group Incorporated or the Cash Balance Pension Plan of Public Service Enterprise Group Incorporated. This Plan is intended to constitute an unfunded “excess benefit plan” as defined in Section 3(36) of ERISA, to the extent it provides benefits that would be paid under the Pension Plan of Public Service Enterprise Group Incorporated or the Cash Balance Pension Plan of Public Service Enterprise Group Incorporated but for the limitations of Section 415 of the Code, and an unfunded plan of deferred compensation for a select group of management or highly compensated employees for purposes of Title 1 of ERISA, to the extent it provides other benefits.

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

Section 1. Definitions

          When used herein, the words and phrases hereinafter defined shall have the following meanings unless a different meaning is clearly required by the context of the Plan:

          1.1 “Affiliate” shall mean (a) any organization while it is a member of a controlled group of corporations (as defined in Code Section 414(b)) which includes the Company; or (b) any trades or businesses (whether or not incorporated) while they are under common control (as defined in Code Section 414(c)) with the Company.

          1.2 “Beneficiary” shall mean any person or persons selected by a Participant on a form provided by the Company who may become eligible to receive the benefits provided under this Plan in the event of such Participant’s death.

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          1.3 “Benefit Commencement Date” shall mean the date on which a Participant’s Supplemental Retirement Benefit shall commence or be paid under Subsection 3.3.

          1.4 “Benefit Limitation” shall mean the maximum annual benefit payable to a Participant under the Pension Plan or the Cash Balance Plan in accordance with Section 415 of the Code.

          1.5 “Board of Directors” or “Board” shall mean the Board of Directors of the Company.

          1.6 “Cash Balance Plan” shall mean the Cash Balance Pension Plan of Public Service Enterprise Group Incorporated (formerly known as the “Cash Balance Pension Plan of Public Service Electric and Gas Company”) and each successor or replacement plan.

          1.7 “Code” shall mean the Internal Revenue Code of 1986, as amended. A reference to a section of the Code` shall also refer to any regulations and other guidance issued under that section.

          1.8 “Company” shall mean Public Service Enterprise Group Incorporated.

          1.9 “Compensation” with respect to any Participant shall mean the total remuneration paid for services rendered to the Company, determined without regard to the exclusion of any amounts pursuant to Subsection 1.10(a) of the Pension Plan or Subsection 1.1(m)(1) of the Cash Balance Plan, but excluding:

          For purposes of calculating the Supplemental Retirement Benefit payable to a Participant who is a participant in the Cash Balance Plan, Compensation shall include amounts paid in 2006 or later years under the Management Incentive Compensation Plan or the PSEG Power LLC Incentive Compensation Program for PSEG Energy Resources & Trade LLC Employees. Compensation for any such year shall not exceed 150 percent of the Participant’s annual base salary in effect as of January 1 of that year.

          1.10 “Compensation Limitation” shall mean the maximum amount of annual compensation under Section 401(a)(17) of the Code that may be taken into account in any Plan Year for benefit accrual purposes under the Pension Plan or the Cash Balance Plan.

          1.11 “Employee” shall mean any individual in the employ of the Company or a Participating Affiliate who is not included within a unit of employees covered by a collective bargaining agreement. The term “Employee” shall not include a director of the Company or a

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Participating Affiliate who serves in no capacity other than as a director, a consultant or independent contractor doing work for the Company or a. Participating Affiliate or a person employed by a consultant or independent contractor doing work for the Company or a Participating Affiliate.

          1.12 “Employee Benefits Committee” or “Committee” shall mean the Employee Benefits Committee of the Company.

          1.13 “Employee Benefits Policy Committee” shall mean the Employee Benefits Policy Committee of Public Service Enterprise Group Incorporated.

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

          1.15 “Final Earnings” with respect to a Participant who is entitled to a benefit under the Pension Plan shall mean the annual average of the sum of:

          Notwithstanding the foregoing, Final Earnings shall not exceed 150 percent 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 Separation from Service occurs, provided that, in the case of a Participant who receives an award under the ER&T Program, Final Earnings shall not be less than his Final Earnings determined as of December 31, 2006 in accordance with the preceding paragraph, without applying the 150 percent cap in the preceding sentence.

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

          1.17 “Mid-Career Hire Plan” shall mean the Mid-Career Hire Supplemental Retirement Income Plan for Selected Employees of Public Service Enterprise Group Incorporated and its Affiliates and any successor or replacement plan.

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

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          1.19 “Participant” shall mean any Employee or former Employee of the Company or a Participating Affiliate who meets the requirements of Subsection 2.1 of the Plan.

          1.20 “Participating Affiliate” shall mean any Affiliate of the Company which (a) is the sponsor or a Participating Affiliate of the Pension Plan and/or the Cash Balance Plan; (b) adopts this Plan with the approval of the Board of Directors; (c) authorizes the Board of Directors and the Employee Benefits Committee to act for it in all matters arising under or with respect to this Plan; and (d) complies with such other terms and conditions relating to this Plan as may be imposed by the Board of Directors.

          1.21 “Pension Plan” shall mean the Pension Plan of Public Service Enterprise Group Incorporated and each successor or replacement plan.

          1.22 “Pension Plan Retirement Benefit” shall mean the aggregate annual benefit payable to a Participant pursuant to the Pension Plan or the Cash Balance Plan, as the case may be, by reason of the Participant’s termination of employment with the Company and all Affiliates for any reason other than death.

          1.23 “Pension Plan Surviving Spouse Benefit” shall mean the aggregate annual benefit payable to the Surviving Spouse of a Participant pursuant to the Pension Plan or the Cash Balance Plan, as the case may be, in the event of the death of the Participant at any time prior to commencement of payment of the Participant’s Pension Plan Retirement Benefit.

          1.24 “Plan” shall mean this Retirement Income Reinstatement Plan for Non-Represented Employees of Public Service Enterprise Group Incorporated and its Affiliates (formerly known as the “Retirement Income Reinstatement Plan for Non-Represented Employees of Public Service Electric and Gas Company and Its Affiliates”).

          1.25 “Plan Year” shall mean the calendar year.

          1.26 “Retirement” shall be defined as follows:

          1.27 “ Separation from Service ” shall mean, subject to subsections (a) and (b), a Participant’s termination from employment with the Company and all Affiliates, whether by retirement or resignation from or discharge by the Company or an Affiliate.

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          1.28 “Specified Employee” shall mean an individual who is a key employee (as defined in Section 416(i) of the Code without regard to Section 416(i)(5)) of the Code) of the Company at any time during the 12-month period ending on each December 31 (the “identification date”). If an individual is a key employee as of an identification date, the individual shall be treated as a Specified Employee for the 12-month period beginning on the April 1 following the identification date. Notwithstanding the foregoing, an individual shall not be treated as a Specified Employee unless any stock of the Company or an Affiliate is publicly traded on an established securities market or otherwise.

          1.29 “Supplemental Retirement Benefit” shall mean the benefit payable to a Participant pursuant to this Plan by reason of the Participant’s Separation from Service with the Company and all Affiliates for any reason other than death.

          1.30 “Surviving Spouse” shall mean a person who is married to a Participant at the date of the Participant’s death.

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          1.31 “Supplemental Surviving Spouse Benefit” shall mean the benefit payable to a Surviving Spouse pursuant to this Plan.

Section 2. Eligibility

          2.1 A Participant who incurs a Separation from Service after becoming vested in his Pension Plan Retirement Benefit, the amount of which is reduced by reason of (a) the application of the limitations on benefits imposed by application of any provisions of the Code, as in effect on the date for commencement of the Pension Plan Retirement Benefit or as in effect at any time thereafter, to the Pension Plan or the Cash Balance Plan, as the case may be, or (b) the restrictions of Subsection 1.10(a) of the Pension Plan or Subsection 1.1(m)(1) of the Cash Balance Plan, shall be eligible to receive a Supplemental Retirement Benefit. The Surviving Spouse of a Participant described in the preceding sentence who dies prior to commencement of payment of his Pension Plan Retirement Benefit shall be eligible to receive a Supplemental Surviving Spouse Benefit.

Section 3. Supplemental Retirement Benefit

          3.1 The Supplemental Retirement Benefit payable to an eligible Participant shall be determined as follows: