Public Service Enterprise Group Incorporated - Recent Material Event

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

Conrad K. Harper, a director of Public Service Enterprise Group Incorporated (PSEG), has requested permission from the Board of Directors to retire effective December 31, 2012. Mr. Harper will attain age 72 in December 2012 and under our retirement policy, directors who have never been employees of the PSEG group of companies may not serve as directors beyond the annual meeting of stockholders following their 72nd birthday. If, however, the Corporate Governance Committee and the Board determine that there is good cause to extend a director’s board service, a director may be re-nominated following the age of 72 but in no event beyond the age of 75. In accordance with the by-laws of PSEG, the number of directors will be reduced by one effective upon Mr. Harper’s retirement. Mr. Harper’s retirement is not the result of any disagreement with PSEG on any matter relating to PSEG’s operations, policies or practices.




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.



/s/ Derek M. DiRisio

  Derek M. DiRisio
  Vice President and Controller
  (Principal Accounting Officer)

Date: September 14, 2012