RETIREMENT INCOME REINSTATEMENT PLAN

 

                                                                  Exhibit 10a(5)

                      RETIREMENT INCOME REINSTATEMENT PLAN

                        FOR NON-REPRESENTED EMPLOYEES OF

                  PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED

                               AND ITS AFFILIATES

                                              Amended Effective February 1, 2006

                                TABLE OF CONTENTS

Section 1.  Definitions....................................................    2
Section 2.  Eligibility....................................................    5
Section 3.  Supplemental Retirement Benefit................................    6
Section 4.  Supplemental Surviving Spouse Benefit..........................    7
Section 5.  Administration of the Plan.....................................    9
Section 6.  Claims Procedure and Status Determination......................   11
Section 7.  Amendment or Termination.......................................   11
Section 8.  General Provisions.............................................   12
Section 9.  Miscellaneous..................................................   15

                      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 December 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.

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 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 as required by regulations promulgated pursuant to Code Section 414(o).

      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.

      1.3 "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.

      1.4 "Board of Directors" or "Board" shall mean the Board of Directors of
the Company.

      1.5 "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.

      1.6 "Code" shall mean the Internal Revenue Code of 1986, as amended, and
as same may be amended from time to time.

      1.7 "Company" shall mean Public Service Enterprise Group Incorporated.

      1.8 "Compensation" with respect to any Participant shall mean the average
of the total remuneration paid to such Participant for services rendered to the
Company, excluding i) the Company's cost for any public or private employee
benefit plan but including all elective contributions that are made by the
Company on behalf of a Participant which are not includable in income under Code
Sections 125 or 401(k) and ii) all awards to the Participant under the Company's
Long-Term Incentive Compensation Plan, for the five years ending at the earlier
of such Participant's date of Retirement or attainment of normal retirement age
under the Pension Plan; provided, however, that for the purposes of Paragraph 4
of the Plan, Compensation with respect to any Participant shall not exceed the
amount which is 150% of the average annual base salary of the Participant for
the applicable five-year period.

      1.9 "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.

      1.10 "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 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.

      1.11 "Employee Benefits Committee" or "Committee" shall mean the Employee
Benefits Committee of the Company.

      1.12 "Employee Benefits Policy Committee" shall mean the Employee Benefits
Policy Committee of Public Service Enterprise Group Incorporated.

      1.13 "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended, and as the same may be amended from time to time.

      1.14 "Normal Retirement Date" shall mean the first day of the month
coinciding with or next following a Participant's attainment of age 65 or the
date at which the sum of Participant's age and years of service is equal to or
exceeds 80.

      1.15 "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.

      1.16 "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.

      1.17 "Pension Plan" shall mean the Pension Plan of Public Service
Enterprise Group Incorporated and each successor or replacement plan.

      1.18 "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.

      1.19 "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.

      1.20 "Plan" shall mean this Retirement Income Reinstatement Plan for
NonRepresented 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").

      1.21 "Plan Year" shall mean the calendar year.

      1.22 "Supplemental Retirement Benefit" shall mean the benefit payable to a
Participant pursuant to this Plan by reason of the Participant's termination of
employment with the Company and all Affiliates for any reason other than death.

      1.23 "Surviving Spouse" shall mean a person who is married to a
Participant at the date of the Participant's death.

      1.24 "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 is eligible to receive a 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 equal to the excess of (a) over (b) where:

            (a) is the amount of Pension Plan Retirement Benefit to which the
Participant would have been entitled under the Pension Plan or the Cash Balance
Plan, as the case may be, if such benefit were computed without regard to (i)
the exclusion of any amounts pursuant to Subsection 1.10(a) of the Pension Plan,
(ii) the exclusion of any amounts pursuant to Subsection 1.1(m)(1) of the Cash
Balance Plan, (iii) the Benefit Limitation or (iv) the Compensation Limitation;
and

            (b) is the amount of the Pension Plan Retirement Benefit actually
payable to the Participant or payable to a third party on the Participant's
behalf under the Pension Plan or the Cash Balance Plan, as the case may be.

            The amounts described in (a) and (b) shall be computed as of the
date of termination of employment of the Participant with the Company and all
Affiliates in the form of a single life annuity payable over the lifetime of the
Participant only commencing on his Normal Retirement Date.

      3.2. The Supplemental Retirement Benefit payable to a Participant shall be
paid in one of the following forms:

            (i)   if the Participant is unmarried, a single life annuity in
                  monthly installments equal to one twelfth of such annual
                  amount; or

            (ii)  if the Participant is married, a joint and survivor annuity
                  with the Participant's spouse in monthly installments based
                  upon such annual amount and calculated in accordance with the
                  post-retirement survivorship option selected under the Pension
                  Plan or the Cash Balance Plan, as the

                  case may be, provided, however, that if the Participant has
                  selected a single life annuity or a lump-sum distribution
                  under the Pension Plan or the Cash Balance Plan, distribution
                  under this Plan shall be made in the form of a 50% joint and
                  survivor annuity.

      3.3 Payment of the Supplemental Retirement Benefit to a Participant shall
commence on the same date as payment of the Pension Plan Retirement Benefit to
the Participant commences, except that for any Participant who is a "Key
Employee," as defined in the Code, commencement of his/her benefit may not occur
earlier than six months following his/her Retirement.

      3.4 A Supplemental Retirement Benefit which is payable in any form other
than a single life annuity over the lifetime of the Participant, or which
commences at any time prior to the Participant's Normal Retirement Date, shall
be the actuarial equivalent of the Supplemental Retirement Benefit set forth in
Subsection 3.1 above as determined by the same actuarial adjustments as those
specified in the Pension Plan or the Cash Balance Plan, as the case may be, with
respect to determination of the amount of the Pension Plan Retirement Benefit on
the date for commencement of payment hereunder.

Section 4. Supplemental Surviving Spouse Benefit

      4.1 If a Participant dies prior to commencement of payment of his Pension
Plan Retirement Benefit under circumstances in which a Pension Plan Surviving
Spouse Benefit is payable to his Surviving Spouse, then a Supplemental Surviving
Spouse Benefit shall be payable to his Surviving Spouse as hereinafter provided.
The Supplemental Surviving Spouse Benefit payable to a Surviving Spouse shall be
equal to the excess of (a) over (b) where:

            (a) is the amount of Pension Plan Surviving Spouse Benefit to which
the Surviving Spouse would have been entitled under the Pension Plan or the Cash
Balance Plan, as

the case may be, if such benefit were computed without regard to (i) the
exclusion of any amounts pursuant to Subsection 1.10(a) of the Pension Plan,
(ii) the exclusion of any amounts pursuant to Subsection 1.1(m)(1) of the Cash
Balance Plan, (iii) the Benefit Limitation or (iv) the Compensation Limitation;
and

            (b) is the amount of the Pension Plan Surviving Spouse Benefit
actually payable to the Surviving Spouse under the Pension Plan or the Cash
Balance Plan, as the case may be.

      4.2 A Supplemental Surviving Spouse Benefit shall be payable over the
lifetime of the Surviving Spouse only in monthly installments commencing on the
date for commencement of payment of the Pension Plan Surviving Spouse Benefit to
the Surviving Spouse and terminating on the date of the last payment of the
Pension Plan Surviving Spouse Benefit made before the Surviving Spouse's death.

Section 5. Administration of the Plan

      5.1 The Committee shall be the named fiduciary of this Plan responsible
for the general operation and administration of this Plan and for carrying out
the provisions thereof. The Committee shall have discretionary authority to
construe the terms of this Plan.

      5.2 The Committee shall adopt such rules and procedures as it deems
necessary and advisable to administer this Plan and to transact its business.
Subject to the other requirements of this Section 5, the Committee may--

            (a) employ agents to carry out non-fiduciary responsibilities;

            (b) employ agents to carry out fiduciary responsibilities (other
than trustee responsibilities as defined in Section 405(c)(3) of ERISA);

            (c) consult with counsel, who may be counsel to the Company or an
Affiliate; and

            (d) provide for the allocation of fiduciary responsibilities (other
than trustee responsibilities as defined in Section 405(c)(3) of ERISA) among
its members.

            However, any action described in sub-paragraphs (b) or (d) of this
subsection 5.2, and any modification or rescission of any such action, may be
effected by the Committee only by a resolution approved by a majority of the
Committee. The Committee shall be entitled to rely conclusively upon all tables,
valuations, certificates, opinions and reports furnished by any actuary,
accountant, controller, counsel or other person employed or engaged by the
Committee with respect to this Plan.

      5.3 The Committee shall keep written minutes of all its proceedings, which
shall be open to inspection by the Board of Directors. In the case of any
decision by the Committee with respect to a claim for benefits under this Plan,
such Committee shall include in its minutes a brief explanation of the grounds
upon which such decision was based.

      5.4 In performing their duties, the members of the Committee shall act
solely in the interest of the Participants in this Plan and their Beneficiaries
and

            (a) for the exclusive purpose of providing benefits to Participants
and their Beneficiaries;

            (b) with the care, skill, prudence and diligence under the
circumstances then prevailing that a prudent person acting in like capacity and
familiar with such matters would use in the conduct of an enterprise of alike
character and with like aims; and

            (c) in accordance with the documents and instruments governing this
Plan insofar as such documents and instruments are consistent with the
provisions of Title I of ERISA.

      5.5 In addition to any other duties the Committee may have, the Committee
shall review the performance of all persons to whom the Committee shall have
delegated or allocated fiduciary duties pursuant to the provisions of this
Section 5.

      5.6 The Company agrees to indemnify and reimburse, to the fullest extent
permitted by law, members of the Committee, directors and employees of the
Company and its Affiliates, and all such former members, directors and
employees, for any and all expenses, liabilities or losses arising out of any
act or omission relating to the rendition of services for or the management and
administration of this Plan.

      5.7 No member of the Committee nor any delegate thereof shall be
personally liable by virtue of any contract, agreement or other instrument made
or executed by him or on his behalf in such capacity.

Section 6. Claims Procedure and Status Determination

      6.1 Claims for benefits under this Plan and requests for a status
determination shall be filed in writing with the Company.

      6.2 In the case of a claim for benefits, written notice shall be given to
the claiming Participant or Beneficiary of the disposition of such claim,
setting forth specific reasons for any denial of such claim in whole or in part.
If a claim is denied in whole or in part, the notice shall state that such
Participant or Beneficiary may, within sixty days of the receipt of such denial,
request in writing that the decision denying the claim be reviewed by the
Committee and provide the Committee with information in support of his position
by submitting such information in writing to the Secretary of the Committee.

      6.3 The Committee shall review each claim for benefits which has been
denied in whole or in part and for which such review has been requested and
shall notify, in writing, the affected Participant or Beneficiary of its
decision and the reasons therefor.

      6.4 In the case of a request for status determination, written notice
shall be given to the requesting person within a reasonable time setting forth
specific reasons for the decision.

Section 7. Amendment or Termination

      7.1 The Company reserves the right to amend or terminate this Plan when,
in the sole opinion of the Company, such amendment or termination is advisable.
Any such amendment or

termination shall be made pursuant to a resolution of the Board or of the
Employee Benefits Policy Committee and shall be effective as provided for in
such resolution.

      7.2 No amendment or termination of this Plan shall directly or indirectly
deprive any current or former Participant, Beneficiary or Surviving Spouse of
all or any portion of any Supplemental Retirement Benefit or Supplemental
Surviving Spouse Benefit payment which has commenced prior to the effective date
of such amendment or termination or the right to which has accrued on such
effective date.

Section 8. General Provisions

      8.1 This Plan at all times shall be entirely unfunded and no provision
shall at any time be made with respect to segregating any assets of the Company
or any Affiliate for payment of any benefits hereunder. No Participant,
Beneficiary, Surviving Spouse or any other person shall have any interest in any
particular assets of the Company or any Affiliate by reason of the right to
receive a benefit under this Plan and any such Participant, Beneficiary,
Surviving Spouse or other person shall have only the rights of a general
unsecured creditor with respect to any rights under the Plan.

      8.2 Except as otherwise expressly provided herein, all terms and
conditions of the Pension Plan or the Cash Balance Plan, as the case may be,
applicable to a Pension Plan Retirement Benefit or a Pension Plan Surviving
Spouse Benefit shall also be applicable to a Supplemental Retirement Benefit or
a Supplemental Surviving Spouse Benefits payable hereunder. Any Pension Plan
Retirement Benefit or Pension Plan Surviving Spouse Benefit, or any other
benefit payable under the Pension Plan or the Cash Balance Plan, as the case may
be, shall be paid solely in accordance with the terms and conditions of the
Pension Plan or the Cash

Balance Plan, as the case may be, and nothing in this Plan shall operate or be
construed in any way to modify, amend or affect the terms and provisions of the
Pension Plan or the Cash Balance Plan, as the case may be.

      8.3 Nothing contained in this Plan shall constitute a guaranty by the
Company or any other entity or person that the assets of the Company or
any Affiliate will be sufficient to pay any benefit hereunder.

      8.4 No Participant or Surviving Spouse shall have any right to a benefit
under this Plan except in accordance with the terms of this Plan. Establishment
of this Plan shall not be construed to give any Participant the right to be
retained in the service of the Company or any Affiliate.

      8.5 No interest of any person or entity in, or right to receive a benefit
under, this Plan shall be subject in any manner to sale, transfer, assignment,
pledge, attachment, garnishment or other alienation or encumbrance of any kind;
nor any such interest or right to receive a benefits be taken, either
voluntarily or involuntarily, for the satisfaction of the debts of, or other
obligations or claims against, such person or entity, including claims for
alimony, support, separate maintenance and claims in bankruptcy proceedings.

      8.6 This Plan shall be construed and administered under the laws of the
United States and the State of New Jersey to the extent not superseded by
Federal law. This Plan is specifically intended to comply with the provisions of
The American Jobs Creation Act of 2004 (the "AJCA") and Section 409A of the Code
and it shall automatically incorporate all applicable restrictions of the AJCA,
the Code and its related regulations, and the Company will amend the Plan to the
extent necessary to comply with those requirements. The timing under which a
Participant will have a right to receive any payment under this Plan will be
deemed to be

automatically modified, and a Participant's rights under the Plan limited to
conform to any requirements under, the AJCA, the Code and its related
regulations.

      8.7 If the present value of any Supplemental Retirement Benefit or
Supplemental Surviving Spouse benefit under this Plan and all other plans
required under the Section 409A of the Code to be aggregated with this Plan is
less than $1,000, the Company may pay the present value of such Benefit to the
Participant or Surviving Spouse in a single lump sum in lieu of any further
benefit payments hereunder.

      8.8 Actuarial assumptions to determine the present value of any benefit
hereunder shall be the same as used to determine the present value of benefits
under the Pension Plan or the Cash Balance Plan, as the case may be.

      8.9 If any person entitled to a benefit payment under this Plan is deemed
by the Committee to be incapable of personally receiving and giving a valid
receipt for such payment, then, unless and until claim therefor shall have been
made by a duly appointed guardian or other legal representative of such person,
the Committee may provide for such payment or any part thereof to be made to any
other person or institution then contributing toward or providing for the care
and maintenance of such person. Any such payment shall be a payment for the
account of such person and a complete discharge of any liability of the Company
and this Plan therefor.

      8.10 The 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
or businesses or with or into or which the Company may be consolidated or
merged.

      8.11 Each Participant shall keep the Company informed of his current
address and the current address of his spouse. The Company shall not be
obligated to search for the whereabouts

of any person. If the location of a Participant is not made known to the Company
within three (3) years after the date on which payment of the Participant's
Supplemental Retirement Benefit may first be made, payment may be made as though
the Participant had died at the end of the three-year period. If, within one
additional year after such three-year period has elapsed, or, within three years
after the actual death of a Participant, the Company is unable to locate any
Surviving Spouse of the Participant, then the Company shall have no further
obligation to pay any benefit hereunder to such Participant or Surviving Spouse
or any other person and such benefit shall be irrevocably forfeited.

      8.12 Notwithstanding any of the preceding provisions of this Plan, none of
the Company, the Committee or any individual acting as an employee or agent of
the Company or the Committee shall be liable to any Participant, former
Participant, Surviving Spouse or any other person for any claim, loss, liability
or expense incurred in connection with this Plan.

Section 9. Miscellaneous

      9.1 As used herein, words in the masculine gender shall include the
feminine and the singular shall include the plural, and vice versa, unless
otherwise required by the context. Any headings used herein are included for
ease of reference only and are not to be construed so as to alter the terms
hereof. 

Basic Info X:

Name: RETIREMENT INCOME REINSTATEMENT PLAN
Type: Retirement Income Reinstatement Plan
Date: Feb. 28, 2006
Company: PUBLIC SERVICE ELECTRIC & GAS CO
State: New Jersey

Other info: