0000950117-05-002999 Sample Contracts

Contract
Trust Agreement • July 29th, 2005 • Public Service Enterprise Group Inc • Electric & other services combined

AMENDMENT NO. 1 TO AMENDED AND RESTATED TRUST AGREEMENT of PSEG Funding Trust I (the “Trust”), dated as of July 27, 2005, among (i) Public Service Enterprise Group Incorporated, a New Jersey corporation (the “Depositor”), (ii) Wachovia Bank, National Association (formerly known as First Union National Bank), a banking association organized under the laws of the United States, as trustee (the “Property Trustee”), (iii) Delaware Trust Company, National Association (formerly known as Wachovia Trust Company, National Association), a banking association organized under the laws of the United States (the “Delaware Trustee”), (iv) Bradford D. Huntington, Mark G. Kahrer and Morton A. Plawner (the “Administrative Trustees”) (the Property Trustee, the Delaware Trustee and the Administrative Trustees are referred to collectively as the “Trustees”), [and (v) the several Holders, as hereinafter defined]. Capitalized terms used herein but not defined herein shall have the meanings set forth in the A

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Second Supplemental Indenture • July 29th, 2005 • Public Service Enterprise Group Inc • Electric & other services combined

SECOND SUPPLEMENTAL INDENTURE, dated as of July 27, 2005 (this “Second Supplemental Indenture”), between PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED, a New Jersey corporation (the “Company”), having its principal office at 80 Park Plaza, P.O. Box 1171, Newark, New Jersey 07101, and WACHOVIA BANK, NATIONAL ASSOCIATION (formerly known as First Union National Bank), a banking association organized under the laws of the United States, as Trustee (the “Trustee”), under the Indenture, dated as of November 1, 1998, between the Company and the Trustee (the “Indenture”). Capitalized terms used herein but not defined herein shall have the meanings set forth in the Indenture or the First Supplemental Indenture, dated as of September 10, 2002 (the “First Supplemental Indenture”).

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