Exhibit 4(b)(x)


                                                This instrument was prepared by



                                                -------------------------------
                                                Ira G. Megdal, Esquire




                                    MORTGAGE

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                            SOUTH JERSEY GAS COMPANY

                                       TO

                              THE BANK OF NEW YORK,
                                       Trustee

                         ------------------------------

                       TWENTY-THIRD SUPPLEMENTAL INDENTURE

                          Dated as of September 1, 2002

                         ------------------------------

               Providing for the Issuance of First Mortgage Bonds,
                         10% Medium Term Notes Series B

                                       and

                 Further Supplementing the Indenture of Mortgage
                              Dated October 1, 1947

                         -------------------------------

          (This Instrument Contains After-Acquired Property Provisions)


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         THIS TWENTY-THIRD SUPPLEMENTAL INDENTURE dated as of September 1, 2002
between SOUTH JERSEY GAS COMPANY, a New Jersey corporation with principal
offices at One South Jersey Plaza, Route 54, Folsom, New Jersey 08037, party of
the first part, hereinafter called the "Company," and The Bank of New York
(successor trustee to Guarantee Bank), a New York banking corporation with a
corporate trust office at 101 Barclay Street, Floor 21 West, New York, New York
10286, party of the second part, hereinafter called "Trustee," as Trustee under
the Indenture of Mortgage hereinafter mentioned, Witnesseth that:

         Whereas, the Company has heretofore duly executed, acknowledged and
delivered to Guarantee Bank and Trust Company (name later changed to Guarantee
Bank), as Trustee, a certain Indenture of Mortgage dated October 1, 1947
(hereinafter called the "Original Indenture") to provide for the issuance of,
and to secure, its First Mortgage Bonds (the "Bonds"), issuable in series and
without limit as to aggregate principal amount (except as provided under Article
III of the Original Indenture), and by the Original Indenture granted and
conveyed unto the Trustee, upon the trusts and for the uses and purposes therein
specifically set forth, certain real estate, franchises and other property
therein described or which might be thereafter acquired by it, to secure the
payment of the principal of and interest on the Bonds from time to time issued
thereunder, and pursuant to which the Company provided for the creation of an
initial series of First Mortgage Bonds designated as "South Jersey Gas Company
First Mortgage Bonds, 4 1/8% Series due 1977" (herein and in the Original
Indenture sometimes called the "Bonds of the Initial Series"); and

         Whereas, the Original Indenture provides that Bonds may be issued
thereunder from time to time and in one or more series, upon conditions therein
fully provided, the Bonds of each series to be substantially in the forms
therein recited for the Bonds of the Initial Series but with such omissions,
variations and insertions as are authorized or permitted by the Original
Indenture and determined and specified by the Board of Directors of the Company;
and

         Whereas, the Company has heretofore duly executed, acknowledged and
delivered to the Trustee a First Supplemental Indenture dated as of October 1,
1952, a Second Supplemental Indenture dated as of February 1, 1961, a Third
Supplemental Indenture dated as of July 1, 1963, a Fourth Supplemental Indenture
dated as of August 1, 1966, a Fifth Supplemental Indenture dated as of September
1, 1968, a Sixth Supplemental Indenture dated as of July 1, 1969, a Seventh
Supplemental Indenture dated as of July 1, 1971, an Eighth Supplemental
Indenture dated as of June 1, 1973, a Ninth Supplemental Indenture dated as of
July 1, 1974, a Tenth Supplemental Indenture dated as of November 10, 1976, an
Eleventh Supplemental Indenture dated as of December 1, 1979, a Twelfth
Supplemental Indenture dated as of June 1, 1980, a Thirteenth Supplemental
Indenture dated as of August 1, 1981, a Fourteenth Supplemental Indenture dated
as of August 1, 1984, a Fifteenth Supplemental Indenture dated as of July 1,
1986, a Sixteenth Supplemental Indenture dated as of April 1, 1988, a
Seventeenth Supplemental Indenture dated of as May 1, 1989, an Eighteenth
Supplemental Indenture dated as of March 1, 1990, a Nineteenth Supplemental
Indenture dated as of April 1, 1992, a Twentieth Supplemental Indenture dated as
of June 1, 1993, a Twenty-First Supplemental Indenture dated as of March 1,
1997, and a Twenty-Second Supplemental Indenture dated as of October 1, 1998
(hereinafter called, respectively, the "First Supplement," the "Second
Supplement," the "Third Supplement," the "Fourth Supplement," the "Fifth
Supplement," the "Sixth Supplement," the "Seventh Supplement," the "Eighth

                                     - 2 -


Supplement," the "Ninth Supplement," the "Tenth Supplement," the "Eleventh
Supplement," the "Twelfth Supplement," the "Thirteenth Supplement," the
"Fourteenth Supplement," the "Fifteenth Supplement," the "Sixteenth Supplement,"
the "Seventeenth Supplement," the "Eighteenth Supplement," the Nineteenth
Supplement," the "Twentieth Supplement," the "Twenty-First Supplement" and the
"Twenty-Second Supplement") (the Original Indenture, all such supplemental
indentures and this Twenty-Third Supplemental Indenture hereinafter collectively
referred to as the "Indenture"), pursuant to which the Company provided for the
creation of a second series of Bonds designated as "South Jersey Gas Company
First Mortgage Bonds, 3 7/8% Series due 1977" (herein and in the First
Supplement sometimes called the "Bonds of the Second Series"), a third series of
Bonds designated as "South Jersey Gas Company First Mortgage Bonds, 5% Series
due 1986" (herein and in the Second Supplement sometimes called the "Bonds of
the Third Series"), a fourth series of Bonds designated as "South Jersey Gas
Company First Mortgage Bonds, 4 1/2% Series due 1988" (herein and in the Third
Supplement sometimes called the "Bonds of the Fourth Series"), a fifth series of
Bonds designated as "South Jersey Gas Company First Mortgage Bonds, 5.70% Series
due 1991" (herein and in the Fourth Supplement sometimes called the "Bonds of
the Fifth Series"), a sixth series of Bonds designated as "South Jersey Gas
Company First Mortgage Bonds, 7% Series due 1993" (herein and in the Fifth
Supplement sometimes called the "Bonds of the Sixth Series"), a seventh series
of Bonds designated as "South Jersey Gas Company First Mortgage Bonds, 7 7/8%
Series due 1994" (herein and in the Sixth Supplement sometimes called the "Bonds
of the Seventh Series"), an eighth series of Bonds designated as "South Jersey
Gas Company First Mortgage Bonds, 8 1/4% Series due 1996" (herein and in the
Seventh Supplement sometimes called the "Bonds of the Eighth Series"), a ninth
series of Bonds designated as "South Jersey Gas Company First Mortgage Bonds, 8
1/4% Series due 1998" (herein and in the Eighth Supplement sometimes called the
"Bonds of the Ninth Series"), a tenth series of Bonds designated as "South
Jersey Gas Company First Mortgage Bonds, 9 1/2% Series due 1989" (herein and in
the Ninth Supplement sometimes called the "Bonds of the Tenth Series"), an
eleventh series of Bonds designated as "South Jersey Gas Company First Mortgage
Bonds, 8% Series due 1995" (herein and in the Twelfth Supplement sometimes
called the "Bonds of the Eleventh Series"), a twelfth series of Bonds designated
as "South Jersey Gas Company First Mortgage Bonds, 15 3/4% Series due 1996"
(herein and in the Thirteenth Supplement sometimes called the "Bonds of the
Twelfth Series"), a thirteenth series of Bonds designated as "South Jersey Gas
Company First Mortgage Bonds, 14 3/8% Series due 1996" (herein and in the
Fourteenth Supplement sometimes called the "Bonds of the Thirteenth Series"), a
fourteenth series of Bonds designated as "South Jersey Gas Company First
Mortgage Bonds, 9.20% Series due 1998" (herein and in the Fifteenth Supplement
sometimes called the "Bonds of the Fourteenth Series"), a fifteenth series of
Bonds designated as "South Jersey Gas Company First Mortgage Bonds, 10 1/4%
Series due 2008" (herein and in the Sixteenth Supplement sometimes called the
"Bonds of the Fifteenth Series"), a sixteenth series of Bonds designated as
"South Jersey Gas Company First Mortgage Bonds, 9% Series due 2010" (herein and
in the Eighteenth Supplement sometimes called the "Bonds of the Sixteenth
Series"), a seventeenth series of Bonds designated as "South Jersey Gas Company
First Mortgage Bonds, 8.19% Series due 2007" (herein and in the Nineteenth
Supplement sometimes called the "Bonds of the Seventeenth Series"), an
eighteenth series of Bonds designated "South Jersey Gas Company First Mortgage
Bonds, 6.95% Series due 2013" (herein and in the Twentieth Supplement sometimes

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called the "Bonds of the Eighteenth Series"), a nineteenth series of Bonds
designated as "South Jersey Gas Company First Mortgage Bonds, 7.70% Series due
2027" (herein and in the Twenty-First Supplement sometimes called the "Bonds of
the Nineteenth Series") and a twentieth series of Bonds designated as "South
Jersey Gas Company First Mortgage Bonds, 10% Series A due October 1, 2043"
(herein and in the Twenty-Second Supplement sometimes called the "Bonds of the
Twentieth Series"); and

         Whereas, pursuant to the Indenture there have been executed,
authenticated and issued, and there are outstanding as of the date of execution
hereof by the Company, First Mortgage Bonds of series and in principal amounts
as follows:

               Series                     Issued          Now Outstanding

     Bonds of the Initial Series         $4,000,000              -0-
     Bonds of the Second Series          $4,500,000              -0-
     Bonds of the Third Series           $4,500,000              -0-
     Bonds of the Fourth Series          $5,000,000              -0-
     Bonds of the Fifth Series           $5,000,000              -0-
     Bonds of the Sixth Series           $6,000,000              -0-
     Bonds of the Seventh Series         $6,000,000              -0-
     Bonds of the Eighth Series          $4,000,000              -0-
     Bonds of the Ninth Series           $6,000,000              -0-
     Bonds of the Tenth Series           $6,000,000              -0-
     Bonds of the Eleventh Series        $1,000,000              -0-
     Bonds of the Twelfth Series        $20,000,000              -0-
     Bonds of the Thirteenth Series     $10,000,000              -0-
     Bonds of the Fourteenth Series     $20,000,000              -0-
     Bonds of the Fifteenth Series      $25,000,000          $7,385,000
     Bonds of the Sixteenth Series      $35,000,000              -0-
     Bonds of the Seventeenth Series    $25,000,000         $11,362,000
     Bonds of the Eighteenth Series     $35,000,000         $35,000,000
     Bonds of the Nineteenth Series     $35,000,000         $35,000,000
     Bonds of the Twentieth Series     $100,000,000        $100,000,000

         ; and

         Whereas, said Bonds of the Fifteenth Series, Bonds of the Seventeenth
Series, Bonds of the Eighteenth Series, Bonds of the Nineteenth Series and Bonds
of the Twentieth Series constitute the only Bonds outstanding under the
Indenture; and

         Whereas, the Company is making provisions for the issuance and sale of
its Medium Term Notes, Series B (the "Notes"), to be issued under an Indenture
of Trust (as amended, the "Note Indenture") between the Company and The Bank of
New York, as trustee (the "Note Trustee") and to be secured by Bonds of the
Twenty-First Series (as defined below); and

         Whereas, in order to secure the Company's obligations to pay principal,
premium, if any, and interest on the Notes prior to the Substitution Date, the
Company desires to provide for the issuance under the Mortgage to the Note
Trustee of a new series of Bonds; and

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         Whereas, the Company, by appropriate resolutions adopted by its Board
of Directors pursuant to the terms of the Original Indenture, has duly
determined to create a new series of Bonds to be issued under the Indenture,
including this Twenty-Third Supplemental Indenture dated as of September 1, 2002
(hereinafter called the "Twenty-Third Supplement"), to be designated as "South
Jersey Gas Company First Mortgage Bonds, 10% Medium Term Notes Series B
(hereinafter sometimes called the "Bonds of the Twenty-First Series"), and has
duly determined that the terms and form of the Bonds of the Twenty-First Series,
which will be fully registered bonds, and the form of the Trustee's Certificate
of Authentication to be set forth on the Bonds of the Twenty-First Series, shall
be substantially as follows respectively:



                                     - 5 -


                                 [FORM OF BOND]

This Bond is not transferable except as provided in the Indenture (as
hereinafter defined) and in the Indenture of Trust dated as of October 1, 1998,
as supplemented on June 29, 2000, July 5, 2000 and July 9, 2001 ("Note
Indenture") between the Company and The Bank of New York, as Trustee (the "Note
Trustee").

REGISTERED                                                           REGISTERED
NUMBER                                                                   AMOUNT
R                                                                  $150,000,000

                            SOUTH JERSEY GAS COMPANY

               FIRST MORTGAGE BOND, 10% MEDIUM TERM NOTES SERIES B

         South Jersey Gas Company, a New Jersey corporation (hereinafter called
the "Company"), for value received, promises to pay on ________, 20__ to the
Note Trustee or registered assigns, on the surrender hereof, the principal sum
of __________________________ Dollars, and to pay interest thereon from the date
hereof, at the rate of 10% per annum (computed on the basis of a 360 day year of
twelve 30 day months), such interest to be payable May 1 and November 1 in each
year until the obligation of the Company with respect to the payment thereof
shall be discharged; provided, however, that the Company shall receive certain
credits against such obligations as set forth in the Twenty-Third Supplemental
Indenture dated as of September 1, 2002 referred to below.

         All payments of principal hereof and interest hereon shall be paid at
the corporate trust office of The Bank of New York (the "Trustee"), or its
successor as trustee under the Indenture, or at such other places as the Company
may agree, in such coin or currency of the United States of America as at the
time of payment shall constitute legal tender for the payment of public and
private debts; provided, however, that any such payments of principal and
interest shall be subject to receipt of certain credits against such payment
obligations as set forth in the Twenty-Third Supplemental Indenture dated as of
September 1, 2002 referred to below.

         This Bond is one of an authorized issue of Bonds of the Company,
designated as its First Mortgage Bonds, without specified limit as to aggregate
authorized principal amount and issuable in one or more series (each of which is
hereinafter referred to as a "Series"), all issued or to be issued under and
(except in respect of any sinking, replacement, purchase, or other analogous
fund provided in said indenture or in any supplement thereto for any one or more
particular Series of Bonds) equally and ratably secured by an indenture dated
October 1, 1947 (hereinafter called the "Original Indenture") between the
Company and Guarantee Bank and Trust Company, as predecessor trustee, as
supplemented by indentures supplemental thereto, including a Twenty-Third
Supplemental Indenture dated as of September 1, 2002 (hereinafter called the
"Twenty-Third Supplement"), duly executed by the Company to the Trustee, to
which Original Indenture and all indentures supplemental thereto (herein
sometimes collectively called the "Indenture") reference is hereby made for a
description of the property mortgaged and pledged and the respective rights of
the Company, the Trustee and the Bondholders in respect thereof, and for a
specification of the principal amount of said Bonds from time to time issuable

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thereunder and the conditions upon which said Bonds may be issued and shall be
secured.

         The Bonds of the 10% Medium Term Notes Series B, of which this Bond is
one, are of similar tenor hereto, and are limited to the aggregate authorized
principal amount of $150,000,000, except as provided in Section 2.11 of the
Original Indenture (relating to replacement of mutilated, lost, destroyed or
stolen Bonds).

         On certain defaults by the Company, as provided in the Indenture, the
principal of said Bonds may become payable in advance of the expressed maturity
thereof.

         As more fully provided in the Indenture, the Bonds of this Series are
subject to redemption, either as a whole or in part from time to time, on not
more than 60 nor less than 30 days' written notice in advance of the date fixed
for redemption through the application of proceeds from the condemnation of
property subject to the lien of the Indenture, or proceeds of the sale of such
property to a governmental body or agency having the power of eminent domain
made as the result of the threat (evidenced in writing by such body or agency)
of condemnation of such property, but not through the application of funds from
any other source, upon payment of the principal amount thereof together with
accrued interest to the date fixed for redemption. Except as set forth in this
paragraph, the Bonds of this Series are not subject to redemption.

         This Bond is transferable, but only as provided in the Indenture and
the Note Indenture, upon surrender hereof, by the registered owner in person or
by attorney duly authorized in writing, at either of said offices where the
principal hereof and interest hereon are payable. Upon any such transfer, a new
fully registered Bond similar hereto will be issued to the transferee. This Bond
may in like manner be exchanged for one or more new fully registered Bonds of
the same Series of other authorized denominations but of the same aggregate
principal amount. No service charge shall be made for any such transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in relation thereto. The
Company and the Trustee hereunder and any paying agent may deem and treat the
person in whose name this Bond is registered as the absolute owner hereof for
the purpose of receiving payment of or on account of the principal hereof and
the interest hereon and for all other purposes; and neither the Company nor the
Trustee hereunder nor any paying agent shall be affected by any notice to the
contrary.

         The Bonds of this Series are issuable only in fully registered form, in
any denomination authorized by the Company.

         As more fully provided in the Indenture, any of the provisions of the
Indenture or any Bonds issued pursuant thereto may be altered, amended or
eliminated, or additional provisions added, with the consent of the holders or
registered owners (evidenced as provided in the Indenture) of at least 66 2/3%
in principal amount of the Bonds issued thereunder and then outstanding, or, if
such change pertains only to the Bonds of one or more Series but less than all
Series of Bonds outstanding, the holders or registered owners of at least 66
2/3% in principal amount of the then outstanding Bonds of each Series to which
such change pertains; provided, however, that none of the provisions of any Bond
with respect to the time, terms, manner, or amount of any payment of the
principal thereof or interest thereon shall be changed without the consent of

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the holder or registered owner of such Bond nor shall there be reduced the
percentage of Bonds the holders of which are required to consent to the
execution of any supplemental indenture.

         No recourse under or upon any obligation, covenant or agreement
contained in the Indenture or in any indenture supplemental thereto, or in any
Bond issued under the Indenture or coupon thereby secured or because of any
indebtedness thereby secured, shall be had against any incorporator, or against
any past, present or future stockholder, officer or director, as such, of the
Company or of any successor corporation, either directly or through the Company
or any successor corporation, under any rule or law, statue or constitutional
provision or by the enforcement of any assessment or by any legal or equitable
proceeding or otherwise, it being expressly agreed and understood that the
Indenture and any indenture supplemental thereto, and the obligations thereby
secured, are solely corporate obligations, and that no personal liability
whatever shall attach to, or be incurred by, such incorporators, stockholders,
officers or directors, as such, of the Company, or of any successor corporation,
or any of them, because of the incurring of the indebtedness thereby authorized,
or under or by reason of any of the obligations, covenants or agreements
contained in the Indenture or in any indenture supplemental thereto, or in any
of the Bonds or coupons thereby secured, or implied therefrom.

         The execution by the Trustee, or by its successor in trust under the
Indenture, of the Trustee's certificate of authentication set forth hereon is
essential to the validity of this Bond.

         IN WITNESS WHEREOF, SOUTH JERSEY GAS COMPANY has caused this Bond to be
duly executed by the manual or facsimile signatures of its proper officers under
its corporate seal or a facsimile thereof

Date:
     __________________
                                   SOUTH JERSEY GAS COMPANY


                                   By:  ________________________________
[CORPORATE SEAL]                                             , President

Attest:


____________________________________
                           Secretary


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                [FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]

         The within Bond is one of the Bonds of the Series designated therein,
which are described or provided for in the within-mentioned Indenture.

                                        The Bank of New York, Trustee


                                        By ____________________________________
                                           Authorized Signatory

                                        Dated:

                                                                         ; and

         WHEREAS, the Company deems it advisable and has determined pursuant to
the provisions of the Original Indenture, to convey, transfer and assign to the
Trustee and to subject to the lien of the Indenture with the same effect as
though included in the granting clauses of the Original Indenture certain
additional property now owned by the Company; and

         WHEREAS, the execution and delivery of the Twenty-Third Supplement have
been duly authorized by the Board of Directors of the Company at a meeting duly
called and held according to the law; and

         WHEREAS, all acts and things prescribed by law, by the charter and
bylaws of the Company and by the Indenture necessary to make the Bonds of the
Twenty-First Series, when executed by the Company and authenticated by the
Trustee as in the Indenture provided, valid, binding and legal obligations of
the Company, and to make the Twenty-Third Supplement a valid, binding and legal
instrument in accordance with its terms, have been done, performed and
fulfilled, and the execution and delivery hereof have been in all respects duly
authorized.

         NOW, THEREFORE, THIS TWENTY-THIRD SUPPLEMENT WITNESSETH, that by way of
further assurance and in consideration of the premises and of the acceptance by
the Trustee of the trusts hereby created, and in order to secure further payment
of the principal of, the premium, if any, and the interest on all Bonds at any
time issued and outstanding under the Indenture, according to their tenor and
effect, and the performance and observance by the Company of the covenants and
conditions contained in the Indenture and in said Bonds, the Company has
executed and delivered the Twenty-Third Supplement, and has granted, bargained,
sold, conveyed, aliened, enfeoffed, mortgaged, pledged, released, confirmed,
assigned, transferred and set over, and by these presents does grant, bargain,
sell, convey, alien, enfeoff, mortgage, pledge, release, confirm, assign,
transfer and set over unto the Trustee, its successors in the trust and its and
their assigns, the following described property:

         1. All and singular its lands, real estate and any and every interest
in lands or real estate wheresoever situate.

                                     - 9 -


         2. All buildings, structures, machinery, apparatus and equipment
situate upon the premises referred to above or appurtenant thereto or used in
connection therewith, and all property of the Company used or useful in and
about the business of manufacturing, transmitting and disposing of gas for
light, heat, power or other purposes and consisting of, inter alia, gas works
and plants, engines, furnaces, boilers generators, machinery, shafting, belting,
retorts, tanks, condensers, pumps, steam holders, gas holders, purifiers,
scrubbers, tar extractors, separators, dehydrators, pressure regulators,
blowers, compressors, motors, exhausters, tracks and sidings, oil-gas
generators, expansions tanks, gas mains, pipes, gas transmissions systems, gas
distribution systems, tunnels, service pipes, pipe line fittings, gates, valves,
connections, implements, gas meters, lamps and all other appliances,
instruments, equipment, stores, repair parts and the like, now owned by the
Company, and all other property for similar uses hereafter in any way acquired
by the Company or to which it may hereafter be entitled, it being hereby
expressly agreed that any and all personal property covered by the foregoing
description, whether or not located in or upon the real property of the Company,
shall be considered as fixtures and appurtenances constituting part of the real
property of the Company.

         3. All easements, rights of way, rights, franchises, contracts,
permits, leases, licenses, privileges and appurtenances belonging or in any way
appertaining to the premises and property hereinbefore referred to, or to any
other property now owned by the Company or hereafter acquired by it, and every
part thereof, or derived or acquired by the Company in any manner whatsoever;
and all the reversions, remainders, revenues, rents, issues, and profits of all
property at any time subject hereto and all the estate, right, title, interest,
property, possession, claim, and demand whatsoever, as well at law as in equity,
of the Company, of, in, and to the same and every part thereof.

         4. All other property of whatever kind and description, whether real or
personal, now owned or which may at any time hereafter be acquired by the
Company, and whether or not specifically described or referred to herein,
excepting, however, all materials and supplies consumable in the operation of
the properties of the Company, all merchandise and products acquired,
manufactured, produced, or held for sale in the usual course of business, all
automobiles and motor vehicles, and all cash, accounts receivable, stocks,
bonds, notes, and other securities which are neither specifically pledged with
the Trustee nor required by any provision of the Indenture to be pledged with
the Trustee.

         5. All money, securities, or property of any kind which may at any time
be paid, conveyed, assigned, transferred or delivered to the Trustee by the
Company or any other person, to be held hereunder as additional security for all
the Bonds, which money, securities, or property the Trustee is hereby authorized
to receive and accept.

         UNDER AND SUBJECT to any excepted encumbrances of the character defined
in Subdivision A of Section 3.04 of the Original Indenture.

         TO HAVE AND TO HOLD the same unto the Trustee, its successors and
assigns, forever.

         IN TRUST, NEVERTHELESS, upon the terms, conditions and trusts set forth
in the Indenture as heretofore and hereby amended and supplemented, to the end
that the said property shall be subject to the lien of the Indenture as

                                     - 10 -


heretofore and hereby amended and supplemented, with the same force and effect
as though said property had been included in the Granting Clauses of the
Indenture at the time of the execution and delivery thereof;

         PROVIDED, HOWEVER, and these presents are upon the condition that if
the Company, its successors or assigns shall pay or cause to be paid the
principal of and interest on all said Bonds, or shall provide, as permitted by
the Indenture, for the payment thereof by depositing with the Trustee the entire
amount due or to become due thereon for principal, interest and premium, if any,
and if the Company shall also pay or cause to be paid all other sums payable
under the Indenture by it, then the Indenture, including this Twenty-Third
Supplement, and the estate and rights thereby granted shall cease, determine and
be void, otherwise to be and remain in full force and effect.

         IT IS HEREBY FURTHER COVENANTED, DECLARED AND AGREED by and between the
Company and the Trustee for the benefit of those who shall hold Bonds of the
Twenty-First Series, or any of them, as follows:

                                    ARTICLE I

                 DESCRIPTION OF BONDS OF THE TWENTY-FIRST SERIES

         SECTION 1.1      The Bonds of the Twenty-First Series shall be
designated as "South Jersey Gas Company First Mortgage Bonds, 10% Medium Term
Notes Series B," and shall be issuable as fully registered Bonds, substantially
in the form hereinbefore recited, but they may bear and contain such legends and
modifications as may be required by law or as may be necessary to comply with
requirements of any stock exchange or of any regulatory board, body or official
and shall be issued initially to the Note Trustee. Except as provided in Section
2.11 of the Original Indenture, the aggregate principal amount of Bonds
authorized by the Twenty-Third Supplement is limited to $150,000,000, and except
as aforesaid, and except for exchanges and transfers, the Company shall not
execute and the Trustee shall not authenticate or deliver Bonds of the
Twenty-First Series in excess of such aggregate principal amount.

         SECTION 1.2      Except as otherwise provided in Section 2.11 of the
Original Indenture, Bonds of the Twenty-First Series shall be dated and shall
bear interest from the May 1 or November 1 next preceding the date of
authentication thereof by the Trustee, except that if the authentication date is
an interest payment date, such Bonds shall be dated, and shall bear interest
from, the authentication date; provided, however, that if upon authentication of
any Bonds of the Twenty-First Series upon transfer or in exchange for other such
Bonds, interest on the Bonds of the Twenty-First Series shall be in default, the
date from which such Bond shall bear interest shall be the date to which
interest shall have been paid upon the Bonds transferred or surrendered in
exchange for the Bond so authenticated; and provided further, however, that in
the case of the authentication of Bonds of the Twenty-First Series upon an
original issue hereunder, such Bonds may be dated the date of authentication
thereof and in such case shall bear interest from such date of authentication.

         SECTION 1.3      Bonds of the Twenty-First Series shall mature _______,
20__, and shall bear interest on the unpaid principal amount thereof at the rate

                                     - 11 -


of 10% per annum (computed on the basis of a 360-day year of twelve 30-day
months), payable on May 1 and November 1 in each year, until the obligation of
the Company with respect to the payment thereof shall be discharged; provided,
however, that the Company shall receive certain credits against principal and
interest as set forth in Section 2.1 hereof. Subject to the provisions of
Section 2.1 below, all payments of principal and interest shall be made at the
corporate trust office of the Trustee, or at such other places as the Company
may agree, in such coin or currency of the United States of America as at the
time of payment shall constitute legal tender for the payment of public and
private debts.

         SECTION 1.4      Bonds of the Twenty-First Series shall be issuable
only in the form of fully registered Bonds in any denomination authorized by the
Company.

         SECTION 1.5      Bonds of the Twenty-First Series shall be transferable
and exchangeable, but only as provided in the Indenture and the Note Indenture,
upon surrender thereof for cancellation by the registered owner in person or by
attorney duly authorized in writing at either of said offices. The Company
hereby waives any right to make a charge for any transfer or exchange of Bonds
of the Twenty-First Series, but the Company may require payment of a sum
sufficient to cover any tax or any other governmental charge that may be imposed
in relation thereto.

         SECTION 1.6      On the Substitution Date (as defined below), the
Trustee will deliver to the Company for cancellation all Bonds of the
Twenty-First Series. The Company will cause the Trustee to provide notice to all
holders of Bonds of the Twenty-First Series prior to the occurrence of the
Substitution Date. "Substitution Date" shall mean the date that all Bonds issued
and outstanding under the Indenture, other than any Bonds pledged and delivered
by the Company to the Note Trustee under the Note Indenture, have been retired
through payment, redemption or otherwise (including those Bonds deemed to be
paid within the meaning of the Indenture) at, before or after the maturity
thereof.

         SECTION 1.7      Bonds of the Twenty-First Series shall be subject to
redemption, either as a whole or in part from time to time, upon payment of the
principal amount thereof through the application pursuant to Subdivision C of
Section 6.07 of the Original Indenture of proceeds from the condemnation of
property subject to the lien of the Indenture, or proceeds of sale of such
property to a governmental body or agency having the power of eminent domain
made as a result of the threat (evidenced in writing by such body or agency) or
condemnation of such property, but not through the application of money from any
other source, together with accrued interest to the date fixed for redemption.
Except as set forth in this Section 1.7, the Bonds of the Twenty-First Series
are not subject to redemption.

         The election of the Company to redeem any of the Bonds of the
Twenty-First Series shall be evidenced by a resolution of its Board of Directors
calling all or a stated principal amount thereof for redemption on a stated
date. At least 40 days prior to such redemption date (or at such later time as
shall be satisfactory to the Trustee), the Company shall file with the Trustee a
certified copy of such resolution. The Company shall on or before such
redemption date deposit with the Trustee the total redemption price of all Bonds
so called, with accrued interest thereon to the redemption date.

                                     - 12 -


         If the Company elects to redeem less than all of the Bonds of the
Twenty-First Series, the particular Bonds to be redeemed shall be selected by
the Trustee in the manner set forth in this Section 1.7 of the Twenty-Third
Supplement from the Bonds of the Twenty-First Series then outstanding. The
Trustee shall certify to the Company the numbers of the Bonds selected and the
portion of the principal amount of each Bond that is to be redeemed.

         The Trustee shall, not more than 60 nor less than 30 days in advance of
such redemption date, give, in the name of the Company, written notice that
Bonds of the Twenty-First Series bearing the serial numbers specified have been
called for redemption, that they will be due and payable on such redemption date
at the corporate trust office of the Trustee at a stated amount (which shall be
the applicable redemption price), and that all interest thereon will cease to
accrue after said date (unless the Company shall default in payment of the
amount necessary to effect such redemption). If all the Bonds of the
Twenty-First Series are called, the notice shall so state and may omit the
numbers thereof. The notice shall state that the Bonds will be payable at the
stated redemption price, plus accrued interest to the redemption date. If the
redemption date is an interest payment date, the notice may state that the
interest payment due on such date will be paid in the usual manner. Such notice
of redemption shall be given to the registered owners of Bonds which, or
portions of which, are to be redeemed by mailing the same to such registered
owners, at their respective addresses as the same appear on the aforementioned
registry books.

         Before any money shall be applied by the Trustee to the redemption of
Bonds under this Section, the Company shall deliver to the Trustee a certificate
of the President or a Vice President of the Company stating that all conditions
precedent provided for herein (including compliance with all applicable
covenants) relating to such redemption have been complied with.

         Each Bond so called for redemption shall be due and payable at the
places and price and on the date specified in such notice. Subject to any
agreement as described below, beginning on the date when each Bond shall be due
and payable as aforesaid, the holder thereof may present the same for
redemption, in negotiable form, and the Trustee shall, out of the money
deposited with it under the provisions of this Section, cause the same to be
paid and redeemed; after said date (unless upon such presentation on or after
the due date the Trustee shall have refused or failed to make such payment), all
further interest shall cease to accrue thereon. In any case where the redemption
date is an interest payment date, the interest payment due on such date on Bonds
called for redemption may be paid in the usual manner.

         Whenever less than all of the outstanding Bonds of the Twenty-First
Series are to be redeemed, the principal amount of Bonds of the Twenty-First
Series to be redeemed shall be prorated among the holders of the Bonds of the
Twenty-First Series in the proportion, as nearly as practicable, that their
respective holdings bear to the aggregate principal amount of Bonds of the
Twenty-First Series outstanding on the date of selection. In making any
proration pursuant to this provision, the Trustee may make such adjustment as it
may determine, with the approval of the Company, to the end that the principal
amount prorated to each holder of Bonds shall be in each instance $1,000 or an
integral multiple thereof.

         If only a part of any fully registered Bond shall be selected by the
Trustee in the manner set forth above, the notice of redemption hereinbefore
provided for shall specify the distinctive number of such Bond and the portion
of the principal amount thereof to be redeemed. Upon surrender of such Bond for

                                     - 13 -


partial redemption and upon payment of the portion so called for redemption, a
new Bond or Bonds of the Twenty-First Series, in aggregate principal amount
equal to the unredeemed portion of such surrendered Bond, shall be executed by
the Company, authenticated by the Trustee, and delivered to the registered owner
thereof, without expense to such holder.

         The Company may enter into an agreement with the registered owners of
any Bond of the Twenty-First Series (or prospective registered owner of any such
Bond) providing for the payment without the surrender of such Bond to such
registered owner (or to such prospective registered owner, upon becoming a
registered owner of any such Bond) of the principal of and the premium, if any,
and interest on such Bond or any part thereof at a place other than the offices
or agencies therein specified, and for the making of notation as to principal
payments, if any, on such Bond by such registered owner or by any agent of the
Company or of the Trustee. A copy of any such agreement shall be filed with the
Trustee. The Trustee is authorized to approve any such agreement, and shall
thereafter make all payments on such Bond as provided in such agreement. The
Trustee shall not be liable for any act or omission to act on the part of the
Company, any such registered owner or any agent of the Company in connection
with any such agreement.

         So long as any of the Bonds of the Twenty-First Series shall remain
outstanding, upon any application by the Trustee of funds from sources described
in this Section 1.7 of this Twenty-Third Supplement to the redemption of Bonds
pursuant to Subdivision C of Section 6.07 of the Original Indenture, if less
than all Bonds of all Series then outstanding are to be redeemed, a principal
amount of Bonds of the Twenty-First Series shall be redeemed by the application
of a portion of such funds, such portion to be determined by multiplying the
total amount of such funds so to be applied by a fraction the numerator of which
shall be the aggregate amount required for the redemption, pursuant to
Subdivision C of Section 6.07 (exclusive of accrued interest, if any), of all of
the Bonds of the Twenty-First Series outstanding on the date of the selection
for such redemption and the denominator of which shall be the aggregate amount
required for the redemption, pursuant to such Subdivision C of Section 6.07
(exclusive of accrued interest, if any), of all of the Bonds of all Series
outstanding on such date; provided, however, that nothing in this Section 1.7
shall restrict the manner (pro rata, by lot or otherwise) by which the remaining
balance of such funds shall be applied to the redemption of Bonds of any Series
other than the Twenty-First Series.

                                   ARTICLE II

            CREDITS WITH RESPECT TO BONDS OF THE TWENTY-FIRST SERIES

         SECTION 2.1      In addition to any other credit, payment or
satisfaction to which the Company is entitled with respect to the Bonds of the
Twenty-First Series, the Company shall be entitled to credits against amounts
otherwise payable in respect of the Bonds of the Twenty-First Series in an
amount corresponding to (a) the principal amount of any of the Notes surrendered
to the Note Trustee by the Company, or purchased by the Note Trustee, for
cancellation, (b) the amount of money held by the Note Trustee and available and
designated for the payment of principal of, and/or interest on, the Notes,

                                     - 14 -


regardless of the source of payment to the Note Trustee of such moneys and (c)
the amount by which principal of and interest due on the Bonds of the
Twenty-First Series exceeds principal of and interest due on the Notes.

         SECTION 2.2      A certificate of the Company signed by the President
or any Vice President, and attested to by the Secretary or any Assistant
Secretary, and consented to by the Note Trustee, stating that the Company is
entitled to a credit under Section 2.1 hereof or that Bonds of the Twenty-First
Series have been canceled, and setting forth the basis therefor in reasonable
detail, shall be conclusive evidence of such entitlement, and the Trustee shall
accept such certificate as such evidence without further investigation or
verification of the matters stated therein.

         SECTION 2.3      Notwithstanding anything in this Twenty-Third
Supplemental Indenture to the contrary, the obligation of the Company to make
payment with respect to the principal of and premium, if any, and interest on
the Bonds of the Twenty-First Series shall be deemed satisfied and discharged
(a) on the Substitution Date or (b) if at any time: (i) the Company shall have
paid or caused to be paid the principal of and premium, if any, and interest on
all the outstanding Notes, as and when the same shall have become due and
payable (ii) the Company shall have delivered to the Note Trustee for
cancellation all outstanding Notes; or (iii) the Company shall have irrevocably
deposited or caused to be irrevocably deposited with the Note Trustee as trust
funds the entire amount in (A) cash, (B) U.S. Government obligations maturing
as to principal and interest in such amounts and at such times as will insure
the availability of cash, or (C) a combination of cash and U.S. Government
obligations, in any case sufficient, without reinvestment, as certified by an
independent public accounting firm of national reputation in a written
certification delivered to the Trustee, to pay at maturity or the applicable
redemption date (provided that notice of redemption shall have been duly given
or irrevocable provision satisfactory to the Note Trustee shall have been duly
made for the giving of any notice of redemption) all outstanding Notes,
including principal and any premium and interest due or to become due to such
date of maturity, as the case may be.

         When the obligation of the Company to make payment with respect to the
principal of and premium, if any, and interest on the Bonds of the Twenty-First
Series shall be satisfied or deemed satisfied pursuant to this Section 2.3
hereof, the holders of Bonds of the Twenty-First Series shall, upon written
request of the Company, deliver without cost to the Company all of the Bonds of
the Twenty-First Series, together with such appropriate instruments of transfer
or release as may be reasonably requested by the Company. All Bonds of the
Twenty-First Series delivered to the Company in accordance with this Section 2.3
shall be delivered by the Company to the Trustee for cancellation.

                                   ARTICLE III

                       ADDITIONAL COVENANTS OF THE COMPANY

         SECTION 3.1      So long as any Bonds of the Twenty-First Series shall
remain outstanding, the Company will not declare or pay any dividend on any
shares of its Common Stock (other than dividends payable in shares of its Common
Stock) or make any distribution on such shares, or purchase or otherwise acquire
any such shares (except shares acquired without cost to the Company), or advance
any amount to or invest any amount in the property, securities or indebtedness

                                     - 15 -


of, or guarantee any indebtedness of, any subsidiary if, after giving effect to
such action, the sum of the aggregate amounts so declared, paid, distributed,
purchased, acquired, advanced, invested or guaranteed after December 31, 2001
would exceed the aggregate net income of the Company available for dividends on
its Common Stock earned after such date plus the sum of $69,000,000. For the
purposes of this Section 3.1, "subsidiary" shall mean any corporation directly
or indirectly controlled by or under common control with the Company.

         For the purpose of calculating the requirements of this Section 3.1,
the net income of the Company available for dividends on its Common Stock shall
be determined in accordance with such system of accounts as may be prescribed by
any governmental authority having jurisdiction in the premises or in the absence
thereof in accordance with generally accepted accounting principles as in effect
at such time; provided, however, that (a) the deductions for depreciation or
renewal or replacement reserves in respect of each year shall be the amount
taken therefor on the accounts of the Company or the amount required to be
stated in item (1) of the Replacement Fund Certificate to be filed under Section
5.19 of the Original Indenture with respect to the period ending at the close of
such year, whichever be greater, and (b) no deduction or adjustment shall be
made from gross income for or in respect of (i) expenses in connection with the
redemption or retirement of any securities issued by the Company, including any
amount paid in excess of the principal or par or stated value of securities
redeemed or retired, and, if such redemption or retirement is effected with the
proceeds of sale of other securities of the Company, interest on the securities
redeemed or retired from the date on which the funds required for such
redemption or retirement shall be deposited in trust for such purpose to the
date of such -redemption or retirement, (ii) profits or losses from sales of
capital assets or taxes in respect of such profits, (iii) any adjustments to
retained earnings (including tax adjustments) applicable to any period prior to
January 1, 2002, (iv) charges for the write-off of unamortized debt discount and
expense carried on the books of the Company at December 31, 2001, or (v) charges
for the write-off or write-down of the amount at which any property of the
Company was carried on its books at December 31, 2001, to the extent that the
same shall be approved by, or be made pursuant to any rule, regulation, or order
of, any governmental authority having jurisdiction in the premises and shall not
be required by such authority to be charged against earnings accumulated after
December 31, 2001.

         SECTION 3.2      So long as any Bonds of the Twenty-First Series shall
remain outstanding, the Company will satisfy its obligations under the
Replacement Fund provided for in Section 5.19 of the Original Indenture first
through the use of all available property additions and retired Bonds of any
Series and then, if and only to the extent that said property additions and
retired Bonds are not sufficient to satisfy such obligations, through the use of
cash.

         SECTION 3.3      So long as any Bonds of the Twenty-First Series remain
outstanding, in the event that the Company shall consolidate or merge with or
into any corporation or corporations, or the Company shall transfer all of its
property and franchises to any other corporation, the corporation formed by any
such consolidation, or into which the Company shall be so merged, or which shall
acquire such property of the Company, shall be a corporation incorporated under
the laws of the United States, any State or the District of Columbia.

                                     - 16 -


         SECTION 3.4      So long as any Bonds of the Twenty-First Series shall
remain outstanding, no owner of any portion of the mortgaged property will be
entitled to any credit against interest payable on any Bonds by reason of the
payment of any tax on such property.

                                   ARTICLE IV

          ISSUE AND AUTHENTICATION OF BONDS OF THE TWENTY-FIRST SERIES

         Upon compliance by the Company with the requirements of the Indenture,
including this Twenty-Third Supplement, for the issuance of additional Bonds,
Bonds of the Twenty-First Series up to an aggregate principal amount of
$150,000,000 may forthwith, or, at the election of the Company, in stages from
time to time, be executed by the Company and delivered to the Trustee, and the
Trustee shall thereupon authenticate and make available for delivery said Bonds
in accordance with the provisions of Article III of the Original Indenture. The
signature of the officers of the Company on Bonds of the Twenty-First Series may
be by facsimile if so authorized by the Company's Board of Directors.

                                    ARTICLE V

                       AMENDMENT TO THE ORIGINAL INDENTURE

         SECTION 5.1      Section 3.06 of the Original Indenture shall be
amended and restated in its entirety, so that such Section shall thereafter read
in full as follows:

                           "SECTION 3.06. ADDITIONAL BONDS - CONDITIONS FOR
                  AUTHENTICATION - ACQUISITION OR REFUNDING OF BONDS ISSUED
                  HEREUNDER. Whenever any Bonds shall have been acquired, paid,
                  or retired by the Company, or whenever the Company shall have
                  made provision for the payment of any Bonds (as such provision
                  for payment is defined in Article I), or shall surrender any
                  Bonds to the Trustee, thereupon or at any time thereafter
                  additional Bonds shall be authenticated and delivered by the
                  Trustee in a principal amount not exceeding the principal
                  amount of the Bonds so acquired, paid, retired, surrendered,
                  or for the payment of which such provision shall have been
                  made, upon application by the Company and upon compliance with
                  the following conditions, in addition to those specified in
                  Section 3.03:


                           A.     Any Bonds so acquired, paid, retired or
                  surrendered, or for which payment shall have been so provided,
                  may, when deposited with the Trustee as below provided in
                  Subdivision B, be uncancelled; provided, however, that in
                  respect of any Bond which shall have been cancelled prior to
                  or concurrently with the application for such authentication
                  (and, for the purposes of this Subdivision A, in case payment
                  shall have been so provided for such Bonds, the same shall be
                  deemed to have been cancelled upon the date of such provision
                  for payment), no Bond shall have been authenticated in lieu
                  thereof or in exchange therefor or by virtue of the
                  acquisition, payment, retirement, cancellation, or such
                  provision for payment thereof; nor shall any money have been
                  withdrawn hereunder by virtue of such acquisition, payment,
                  retirement, cancellation, or provision.


                                     - 17 -


                           B.     There shall be delivered to the Trustee the
                  following documents:

                                  (1)   The Bonds so acquired, paid, retired, or
                           surrendered. Any of such Bonds which shall be
                           uncancelled shall be in negotiable form or
                           accompanied by proper instruments of assignment and
                           transfer, and shall be accompanied by all unmatured
                           coupons, if any, appertaining thereto. In the case of
                           any Bonds for which payment shall have been so
                           provided, such Bonds shall not then be required to be
                           deposited, but in lieu thereof the Company shall
                           deliver to the Trustee a statement describing the
                           same; thereafter, upon payment of such Bonds, the
                           same shall forthwith be delivered to the Trustee for
                           cancellation. In the case of any Bonds which shall
                           have been paid or retired or surrendered and which
                           shall have theretofore been cancelled and cremated by
                           the Trustee, such Bonds shall not be required to be
                           deposited, but in lieu thereof the Company shall
                           deliver to the Trustee a statement describing the
                           same and specifying the date upon which the same were
                           paid or retired or surrendered and were cancelled and
                           cremated.

                                  (2)   If the Bonds so deposited shall be
                           cancelled Bonds, or if in lieu of such deposit of
                           Bonds a statement by the Company shall be delivered
                           as provided in subparagraph (1) of this Subdivision
                           B, a certificate by the President or a Vice-President
                           of the Company, stating such facts in connection
                           therewith as may reasonably be required to show
                           compliance with the conditions specified in
                           Subdivision A.

                           C.     If the Bonds so acquired, paid, retired,
                  surrendered, or the payment of which has been so provided for,
                  shall not at any time theretofore have been bona fide issued
                  by the Company, and if they shall bear interest at a lower
                  rate per annum than the new Bonds the authentication of which
                  is then applied for, the net earnings condition specified in
                  Subdivision C of Section 3.04 shall be complied with, and the
                  Company shall deliver to the Trustee (i) a net earnings
                  certificate, conforming to the provision of Subdivision E(3)
                  of Section 3.04, showing the fixed charges and net earnings of
                  the Company in such reasonable detail as may be required to
                  show compliance with said condition, (ii) an opinion of
                  counsel conforming to the provisions of Subdivision E(4)(b) of
                  Section 3.04, and (iii) a certificate by the trustee or
                  mortgagee of each prior lien conforming to the provisions of
                  Subdivision E(5) of Section 3.04."

         SECTION 5.2      The foregoing amendment to Section 3.06 of the
Original Indenture shall become effective upon the earlier to occur of the
following:


                  (a) the date as of which no Bonds remain outstanding that were
part of a series of Bonds initially issued prior to the issuance of Bonds of the
Eighteenth Series;


                  (b) the date as of which a supplemental indenture to the
Indenture is executed by the Company and the Trustee setting forth the foregoing
amendment to Section 3.06 of the Original Indenture, after the holders of at
least 66 2/3% of the Bonds then outstanding have consented to and approved the

                                     - 18 -


execution of such supplemental indenture, all in accordance with Article X and
the other relevant provisions of the Original Indenture.

         SECTION 5.3      Each holder of any Bonds of the Twenty-First Series,
by the acceptance by such holder of such Bonds, (a) consents to and approves the
foregoing amendment to Section 3.06 of the Original Indenture, and consents to
and approves the execution by the Company and the Trustee of a supplemental
indenture to the Indenture setting forth such amendment, and (b) agrees to
execute such instrument or instruments as may be requested by the Company or the
Trustee to evidence such consent and approval in accordance with Section 10.02
of the Original Indenture.

                                   ARTICLE VI

                             CONCERNING THE TRUSTEE

         SECTION 6.1      The Trustee, for itself and its successors in said
trusts, hereby accepts the trust hereby provided and agrees to perform the same
upon the terms and conditions contained in the Indenture, including this
Twenty-Third Supplement. The Trustee shall not be responsible in any manner
whatsoever for the recitals in this Twenty-Third Supplement.

         SECTION 6.2      So long as any Bonds of the Twenty-First Series shall
remain outstanding, any successor trustee to the Trustee shall at all times be a
corporation which shall have at all times a combined capital and surplus of not
less than $100,000,000. If any such successor trustee publishes reports of
condition annually, pursuant to law or to the requirements of a supervising or
examining authority, the combined capital and surplus of such successor trustee
at any time for the purposes of this Section shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published.

                                   ARTICLE VII

                          CONCERNING EVENTS OF DEFAULT

         SECTION 7.1      So long as any Bonds of the Twenty-First Series shall
remain outstanding, the following shall constitute events of default within the
meaning of Section 9.02 of the Original Indenture (in addition to the events of
default set forth in Section 9.02 of the Original Indenture):

                  (a)   If the Company shall default in the payment of any
portion of the principal of any Bond of the Twenty-First Series, as and when the
same shall have become due, whether at the stated maturity thereof or upon
proceedings for redemption (pursuant to the provisions of any sinking,
replacement, purchase or other analogous fund established in the Original
Indenture or pursuant to any optional or other redemption) or otherwise;
provided, however, that in the event the Company and the Trustee shall have
taken all action required to be taken so that each such payment of principal by
means of wire transfer could reasonably be expected to be effective on the due
date thereof, but nevertheless, any such transfer shall not have been credited
to the account of a registered owner of Bonds of the Twenty-First Series to whom
such payment is required to be made effective as of the due date, the Company

                                     - 19 -


shall not be deemed to have defaulted upon the obligation to make such payment
until the expiration of five days following said due date;

                  (b)   if the Company shall default in the payment of any
installment of interest due on any Bond of the Twenty-First Series and such
default shall continue for a period of 10 days; or

                  (c)   if the Company shall default in the performance of or
compliance with any other covenant, condition or term contained in the
Indenture, including this Twenty-Third Supplement, and such default shall
continue for 30 days after the Company shall have knowledge thereof.

         SECTION 7.2      So long as any Bonds of the Twenty-First Series shall
remain outstanding, the Company covenants that if at any time or times or from
time to time an event of default referred to in Section 6.1 of this Twenty-Third
Supplement shall occur, the Company will, on demand of the Trustee, forthwith
pay to the Trustee, for the benefit of all holders of Bonds then outstanding
under the Indenture, a sum equal to the total amount then due for principal and
interest on all Bonds then outstanding under the Indenture, with interest
thereon (to the extent that payment of such interest is enforceable under
applicable law) in accordance with the terms of the respective Bonds.

         Should said sum not be so paid to the Trustee, it shall be entitled, at
any time or times and from time to time, in its own name and as Trustee of an
express trust and without the possession or production of any Bonds of any
Series or coupons, to recover judgment for the same against the Company or any
other obligor upon such Bonds.

                                  ARTICLE VIII

                                  MISCELLANEOUS

         SECTION 8.1      As supplemented by this Twenty-Third Supplement, the
Indenture is in all respects ratified and confirmed, and the Indenture,
including the Twenty-Third Supplement, shall be read as one instrument. All
terms used in the Twenty-Third Supplement shall have the same meaning as used
elsewhere in the Indenture except where the context clearly indicates otherwise.

         SECTION 8.2      This Twenty-Third Supplement has been dated as of
September 1, 2002 for convenience. The date of actual execution hereof by each
of the parties is the date shown by the acknowledgment of execution hereof by
its officers.

         SECTION 8.3      This Twenty-Third Supplement may be executed in
several counterparts, each of which shall be considered an original and all
collectively as but one instrument.

         SECTION 8.4      The approval of the New Jersey BPU of the execution
and delivery of these presents, and of the issue of any Bonds of the
Twenty-First Series, shall not be construed as approval of said New Jersey BPU
of any other act, matter or thing which requires approval of said New Jersey BPU

                                     - 20 -


under the laws of the States of New Jersey; nor shall the approval of said New
Jersey BPU of the issue of any such Bonds bind said New Jersey BPU or any other
public body or authority of the State of New Jersey having jurisdiction in the
premises in any future application for the issuance of Bonds under the
Indenture.

         IN WITNESS WHEREOF, the Company and the Trustee have caused these
presents to be duly executed under the respective corporate seals by their
respective proper officers, all duly authorized thereunto, and have caused these
presents to be dated as of the day and year first above written.

                                  SOUTH JERSEY GAS COMPANY


                                  By: _______________________________________
                                      Charles Biscieglia
                                      President

ATTEST:                               [SEAL]



_______________________________
Richard H. Walker
Secretary

                                  THE BANK OF NEW YORK


                                  By: _______________________________________




ATTEST:                               [SEAL]




_______________________________



                                     - 21 -



STATE OF NEW JERSEY                 :
                                    :    ss:
COUNTY OF ATLANTIC                  :

         Be it remembered, that on September 1, 2002, before me, a Notary Public
of New Jersey, personally appeared Charles Biscieglia, who, I am satisfied, is
President of South Jersey Gas Company, one of the corporations named in the
foregoing deed or instrument, and I having first made known to him the contents
thereof, he acknowledged that he had signed the same as such officer for and on
behalf of such corporation, that the same was made by such corporation as its
voluntary act and deed, and sealed with its corporate seal, by virtue of
authority of its board of directors, and that he has received, without charge, a
true copy of said foregoing deed or instrument. All of which is hereby
certified.


                                        _______________________________________
                                        Notary Public of New Jersey

                                        My Commission Expires:



STATE OF NEW YORK                   :
                                    :    ss:
COUNTY OF NEW YORK                  :

         Be it remembered, that September 1, 2002, before me, a Notary Public of
New York, personally appeared _______________________, who, I am satisfied, is
__________________ of The Bank of New York, one of the corporations named in the
foregoing deed or instrument, and I having first made known to him the contents
thereof, he acknowledged that he had signed the same as such officer for and on
behalf of such corporation, that the same was made by such corporation as its
voluntary act and deed, and sealed with its corporate seal, by virtue of
authority of its board of directors. All of which is hereby certified.



                                        ______________________________________
                                        Notary Public of New Jersey

                                        My Commission Expires:




                                     - 22 -



         The within Twenty-Third Supplemental Indenture has been recorded and
filed as follows:

         County            Date of Recordation           Book             Page

New Jersey:

    Atlantic

    Burlington

    Camden

    Cape May

    Cumberland

    Gloucester

    Salem



                                     - 23 -