8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) February 17, 2009

PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED

(Exact name of registrant as specified in its charter)

New Jersey	001-09120	22-2625848
(State or other	(Commission File Number)	(I.R.S. Employer
jurisdiction of incorporation)		Identification No.)
80 Park Plaza, P.O. Box 1171
Newark, New Jersey 07101-1171
(Address of principal executive offices) (Zip Code)
973-430-7000
(Registrant’s telephone number, including area code)
http://www.pseg.com
PUBLIC SERVICE ELECTRIC AND GAS COMPANY
(Exact name of registrant as specified in its charter)
New Jersey	001-00973	22-1212800
(State or other	(Commission File Number)	(I.R.S. Employer
jurisdiction of incorporation)		Identification No.)
80 Park Plaza, P.O. Box 570
Newark, New Jersey 07101-0570
(Address of principal executive offices) (Zip Code)
973-430-7000
(Registrant’s telephone number, including area code)
http://www.pseg.com
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement

PSEG and PSE&G

On February 17, 2009, the Boards of Directors of Public Service Enterprise Group Incorporated (PSEG) and Public Service Electric and Gas Company (PSE&G) authorized their respective companies to enter into individual advancement-of-expenses agreements with their respective directors. The forms of advancement-of-expenses agreements are furnished as Exhibits 10.1 and 10.2 to this Form 8-K.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment ofCertain Officers; Compensatory Arrangements of Certain Officers.

PSEG

On February 17, 2009, PSEG elected David Lilley to its Board of Directors, effective February 27, 2009. Mr. Lilley has not been appointed to any committees at this time. The Board of Directors is expected to designate committee assignments for Mr. Lilley following the annual meeting of shareholders, scheduled for April 21, 2009.

Until his retirement in December 2008, Mr. Lilley was Chairman of the Board, President and Chief Executive Officer of Cytec Industries Inc. of West Patterson, New Jersey. He was with Cytec since 1997 and became Chief Operating Officer in 1997, Chief Executive Officer in 1998 and Chairman in 1999.

A copy of the Press Release dated February 19, 2009 announcing Mr. Lilley’s election is furnished as Exhibit 99 to this Form 8-K.

Item 9.01 Financial Statements and Exhibits

Exhibit 10.1	Form of Advancement-of-Expenses Agreement for PSEG.
Exhibit 10.2	Form of Advancement-of-Expenses Agreement for PSE&G.
Exhibit 99	Press Release dated February 19, 2009 announcing Mr. Lilley’s appointment to the Board of Directors

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. The signature of the undersigned company shall be deemed to relate only to matters having reference to such company and any subsidiaries thereof.

	PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED
	(Registrant)
	By:	/s/ Derek M. DiRisio
		Derek M. DiRisio
		Vice President and Controller
		(Principal Accounting Officer)
Date: February 19, 2009

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. The signature of the undersigned company shall be deemed to relate only to matters having reference to such company and any subsidiaries thereof.

	PUBLIC SERVICE ELECTRIC AND GAS COMPANY
	(Registrant)
	By:	/s/ Derek M. DiRisio
		Derek M. DiRisio
		Vice President and Controller
		(Principal Accounting Officer)
Date: February 19, 2009

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EX-10.1

[Name of Director]
[Address]

Agreement for Advancement of Expenses

Dear:

     As we have discussed, Article XVII of the By-Laws of Public Service Enterprise Group Incorporated requires PSEG to pay expenses that a director may incur in the defense of an action or proceeding instituted against the director by reason of his or her service on the Board of Directors, in advance of the final disposition of the matter, subject only to the director’s undertaking to repay the amounts advanced if it is ultimately determined that the director was not entitled to be indemnified in connection with the matter under the indemnity provisions of PSEG’s Certificate of Incorporation. The right to advancement of expenses is specifically afforded to former as well as current directors. As permitted by New Jersey law, this provision may be amended by vote of the stockholders or by majority vote of the Board of Directors.

     PSEG’s directors perform a valuable service to the company, and are entitled to specific contractual assurance that the right to advancement of expenses afforded by the By-Laws will be available to them regardless of any future amendment to the By-Laws. In order to induce you to continue to provide services to PSEG as a member of the Board of Directors and to secure your right to the advancement of expenses to the fullest extent permitted by law, PSEG has determined to enter into this Agreement with you.

     Accordingly, PSEG hereby agrees that expenses incurred by you if you are made, or threatened to be made, a party to any pending, threatened or completed civil, criminal, administrative or arbitrative action, suit or proceeding and any appeal therein (and any inquiry or investigation which could lead to such action, suit or proceeding) by reason of the fact that you are or were a director of PSEG or serve or served any other enterprise as a director at the request of PSEG, shall be paid by PSEG in advance of the final disposition of the action, suit or proceeding promptly upon receipt of an undertaking by you or on your behalf to repay such amount if it shall ultimately be determined that you are not entitled to be indemnified by PSEG pursuant to the provisions of its Certificate of Incorporation.

     PSEG further agrees that if, during or following the completion of your service as a director, PSEG modifies its By-Laws or institutes additional or alternative arrangements with respect to the rights of former directors regarding advancement of expenses that are more favorable to directors than those afforded by this agreement, including as a result of changes in applicable law, proper provision shall be made so that you shall be entitled to these more favorable terms.

     This agreement has been authorized by all necessary corporate action on the part of PSEG, and is intended to be a legally binding contract between PSEG and you. This

agreement may not be amended or modified without the consent of both PSEG and you. This agreement shall be governed by the laws of the State of New Jersey.

     If you are in agreement with the above terms, please so indicate by signing in the space provided below. Thank you for your contributions to the success of PSEG.

Very truly yours,

PUBLIC SERVICE ENTERPRISE GROUP
INCORPORATED

By:_________________________________________
R. Edwin Selover
Executive Vice President and General
  Counsel

ACCEPTED AND AGREED:

_________________________________________
Name:

Date:

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EX-10.2

[Name of Director]
[Address]

Agreement for Advancement of Expenses

Dear:

     As we have discussed, Article XVII of the By-Laws of Public Service Electric and Gas Company requires PSE&G to pay expenses that a director may incur in the defense of an action or proceeding instituted against the director by reason of his or her service on the Board of Directors, in advance of the final disposition of the matter, subject only to the director’s undertaking to repay the amounts advanced if it is ultimately determined that the director was not entitled to be indemnified in connection with the matter under the indemnity provisions of PSE&G’s Restated Certificate of Incorporation. The right to advancement of expenses is specifically afforded to former as well as current directors. As permitted by New Jersey law, this provision may be amended by vote of the stockholders or by majority vote of the Board of Directors.

     PSE&G’s directors perform a valuable service to the company, and are entitled to specific contractual assurance that the right to advancement of expenses afforded by the By-Laws will be available to them regardless of any future amendment to the By-Laws. In order to induce you to continue to provide services to PSE&G as a member of the Board of Directors and to secure your right to the advancement of expenses to the fullest extent permitted by law, PSE&G has determined to enter into this Agreement with you.

     Accordingly, PSE&G hereby agrees that expenses incurred by you if you are made, or threatened to be made, a party to any pending, threatened or completed civil, criminal, administrative or arbitrative action, suit or proceeding and any appeal therein (and any inquiry or investigation which could lead to such action, suit or proceeding) by reason of the fact that you are or were a director of PSE&G or serve or served any other enterprise as a director at the request of PSE&G, shall be paid by PSE&G in advance of the final disposition of the action, suit or proceeding promptly upon receipt of an undertaking by you or on your behalf to repay such amount if it shall ultimately be determined that you are not entitled to be indemnified by PSE&G pursuant to the provisions of its Certificate of Incorporation.

     PSE&G further agrees that if, during or following the completion of your service as a director, PSE&G modifies its By-Laws or institutes additional or alternative arrangements with respect to the rights of former directors regarding advancement of expenses that are more favorable to directors than those afforded by this agreement, including as a result of changes in applicable law, proper provision shall be made so that you shall be entitled to these more favorable terms.

     This agreement has been authorized by all necessary corporate action on the part of PSE&G, and is intended to be a legally binding contract between PSE&G and you. This

agreement may not be amended or modified without the consent of both PSE&G and you. This agreement shall be governed by the laws of the State of New Jersey.

     If you are in agreement with the above terms, please so indicate by signing in the space provided below. Thank you for your contributions to the success of PSE&G.

Very truly yours,

PUBLIC SERVICE ELECTRIC AND GAS
COMPANY

By:_________________________________________
R. Edwin Selover
Executive Vice President and General
  Counsel

ACCEPTED AND AGREED:

_________________________________________
Name:

Date:

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EX-99

 Exhibit 99

     Investor News NYSE:PEG

For further information, contact:

•	Kathleen A. Lally, Vice President – Investor Relations	Phone: 973-430-6565
•	Greg McLaughlin, Sr. Investor Relations Analyst	Phone: 973-430-6568
•	Yaeni Kim, Sr. Investor Relations Analyst	Phone: 973-430-6596

PSEG ELECTS DAVID LILLEY TO BOARD OF DIRECTORS

Retired Chairman, President and CEO of Cytec Industries

(February 19, 2009 – Newark, NJ) – Public Service Enterprise Group (PSEG) has elected David Lilley to its Board of Directors. Until December, Mr. Lilley had been chairman, president and chief executive officer of Cytec Industries Inc. of West Paterson, NJ, a global specialty chemicals and materials company.

“Mr. Lilley brings to PSEG a wealth of business and operational experience,” said Ralph Izzo, chairman, president and chief executive officer. “His successful tenure as a respected corporate leader will be important in helping our company set strategic objectives that will benefit our investors, customers, employees and the communities we serve.”

Mr. Lilley joined Cytec in 1997 as president and chief operating officer, was appointed chief executive officer a year later and became chairman in 1999. He retired from Cytec in December.

Before joining Cytec, he was a vice president of American Home Product Corporation before its acquisition of American Cyanamid. He began his career at American Cyanamid in 1978 as manufacturing manager at the Bradford polymer plant in England. Progressing through the company, he was named a group vice president in 1992 and a member of its executive committee in 1993.

Mr. Lilley is a graduate of Fitzwilliam College, Cambridge University and later earned a master of arts degree in chemical engineering from Cambridge.

Public Service Enterprise Group (PSEG) (NYSE:PEG) is a publicly traded diversified energy company with annual revenues of more than $12 billion, and three principal subsidiaries: PSEG Power, PSEG Energy Holdings, and Public Service Electric and Gas Company (PSE&G). PSEG Power, one of the largest independent power producers in the U.S. has three main subsidiaries: PSEG Fossil, PSEG Nuclear, and PSEG Energy Resources & Trade. PSEG Energy Holdings has two main unregulated energy-related businesses: PSEG Global and PSEG Resources. PSE&G, New Jersey’s oldest and largest regulated gas and electric delivery utility, serves nearly three-quarters of the state’s population.