exh10-25.htm


     

    
      Exhibit 10.25




    NEW
JERSEY RESOURCES CORPORATION

    DIRECTORS' DEFERRED
COMPENSATION PLAN

    Amended
and Restated Effective January 1, 2009

    


    


    New
Jersey Resources Corporation (“NJR” or the "Corporation") hereby establishes a
deferral plan (the "Plan") for the purpose of permitting a member of the Board
of Directors of the Corporation (each an "NJR Director") and members of the
Boards of Directors of any and all subsidiaries of the Corporation (each a
“Subsidiary”) who are not employees of NJR or any Subsidiaries (each a
“Subsidiary Director” and, together with NJR Directors, “Directors”) to elect
from time to time to defer the receipt of all or a portion of the Director's
retainer and other fees. The provisions of this Plan shall apply only to those
deferred amounts that were otherwise to be earned by and paid to the Directors
subsequent to December 31, 2004. This amendment and restatement of the Plan is
to comply with the requirements of Internal Revenue Code Section 409A and
applicable guidance issued thereunder (collectively “Code Section 409A”) and is
to be effective January 1, 2009.

    


    Section
1.                      Initial Deferral
Elections.

    


    a.           Election to
Defer.  A Director may irrevocably elect to defer (an “Initial
Deferral Election”) the receipt of all or a portion of the fees, including,
without limitation, any retainer, meeting fee or committee meeting fee ("Fees"),
that the Director will become entitled to receive for services as a member of
the NJR Board of Directors for a given Plan Year (as defined below) or for
services as a Subsidiary Director for a given Plan Year. An Initial Deferral
Election shall remain valid with respect to Fees earned in succeeding Plan Years
until revoked or revised by the Director in compliance with the deadlines and
other provisions of the Plan.

    


    b.           Election of Deferral
Period.  A Director who elects to defer receipt of all or a
portion of the Director's Fees for a given Plan Year shall also elect whether
the deferred Fees are to be paid, or commence to be paid,

    


    (i)           during
January of the sixth year following the calendar year in which the deferred Fees
would otherwise have been paid to the Director;

    


    (ii)           on
the first day of the second month of the calendar quarter following the calendar
quarter in which the Director’s Separation from Service occurs; or

    


    (iii)           the
earlier of clause (i) or clause (ii) above.

    


    Initial
Deferral Elections applicable to Fees otherwise payable in different Plan Years
may specify different times and forms of payment. If the Director does not make
an election under this Section 1(b) with respect to the time of payment of his
deferred Fees for a given Plan Year, the Director's deferred Fees for that Plan
Year shall be paid on the first day of the calendar quarter following the
calendar quarter in which the Director’s Separation from Service
occurs.

    


    A Separation from Service occurs when
the Director ceases to be a member of the Board of the Corporation and any Board
of an Affiliate (which includes any entity required to be treated as the
Corporation under Code Section 409A). A Separation from Service shall also occur
when it is reasonably anticipated that the level of bona fide Board services the
Director will perform after that date will permanently decrease to less than 50%
of the average level of bona fide Board services performed over the immediately
preceding thirty-six (36) month period.

    


    The Deferral Period is the period
beginning on the date the deferred Fees would otherwise have been paid to the
Director and ending on the date the deferred Fees are to be paid, or commence to
be paid, pursuant to the Director's election under this Section
1(b).


    
      
        
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    c.           Election of Method of
Payment of Deferred Fees.  A Director who elects to defer the
receipt of all or a portion of the Director's Fees for a given Plan Year shall
also elect whether the deferred Fees are to be paid, subject to Section
3,

    


    (i)           in
a single sum payment at the end of the Deferral Period, or

    


    (ii)           in
the number of annual installments elected by the Director (but not more than 5)
with such installments commencing at the end of the Deferral Period. The amount
of each such installment shall be equal to the amount
credited to the Director’s Deferred Fee Account (as defined in Section 2 below)
on the day next preceding the date of payment of the installment, divided by the
number of installments remaining to be paid. The unpaid portion of the
Director's deferred Fees shall continue to be adjusted, as provided in Section
2, during the period that the Director is receiving such installment payments.
For the purposes of Code Section 409A , the entitlement to a series of
installment payments will be treated as the entitlement to a single
payment.

    


    A
Director shall also elect the form and number of installments of payments to be
paid in the case of Disability. “Disability” shall mean that the Director is
considered disabled as defined by the Social Security Administration. If a
Director does not make an election under this Section 1(c) with respect to the
method of payment of his deferred Fees for a given calendar year, the Director's
deferred Fees for that calendar year shall be paid in the same manner as the
Director's deferred Fees for the next preceding calendar year with respect to
which the Director made an election as to the method of payment. If the Director
has not previously elected to defer Fees, or has not previously elected the
method of payment of his deferred Fees, the Director's deferred Fees shall be
paid in a single sum paymentat after the end of the Deferral Period for such
deferred Fees.

    
       

          d.           Time and Manner of
Elections.  A Director's elections shall be made by filing a
written notice with the Secretary of the Corporation (the "Secretary") on the
form prescribed by the Secretary for this purpose. The elections with respect to
the deferral of the Director's Fees for a given calendar year shall be made no
later than December 31st of the preceding year; provided, however, that for the
calendar year in which an individual first becomes a Director or, in the case of
Subsidiary Directors, such Directors first become eligible to participate in the
Plan, the Director may make the elections with respect to Fees for such year to
be earned after such elections are made within 30 days after first becoming a
Director or first becoming eligible to participate. However, if, as of the date
the Director first becomes eligible to participate in the Plan, the Director has
been eligible to participate in the Plan or any other nonqualified deferred
compensation account balance plans sponsored by the Corporation or an affiliate
(as required under Code Section 409A) within the 24 months preceding his
eligibility date, then such election shall apply to Fees earned beginning on
January 1st of the following calendar year. An Initial Deferral Election, if
submitted to the Committee earlier than the dates specified above, may be
changed by the Director at any time prior to the date specified
above.

      
 

    

    Section
2.                      Subsequent Deferral
Elections.  The Committee may, in its sole discretion, permit
participating Directors to submit additional deferral elections with respect to
amounts previously subject to an Initial Deferral Election in order to delay,
but not to accelerate, a payment, or to change the form of or number of
installments elected with respect to, the payment of an amount of deferred Fees
(a “Subsequent Deferral Election”), but if, and only if, the following
conditions are satisfied: (i) the Subsequent Deferral Election must not take
effect until 12 months after the date on which it is made, (ii) in the case of a
payment other than a payment attributable to the Director’s death, the
Subsequent Election further defers the payment for a period of not less than 5
years from the date such payment would otherwise have been made, or in the case
of installment payments, 5 years from the date the first installment was
scheduled to be paid, and (iii) the Subsequent Election is received by the
Administrator at least 12 months prior to the date the payment would otherwise
have been made, or in the case of installment payments, 12 months prior to the
date the first installment was scheduled to be paid.


    
      
         


      

      
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    Section
3.                      Administration of the
Plan.

    


            a.           Authority.  The
Nominating and Corporate Governance Committee of the Board of Directors of the
Corporation (hereinafter referred to as “the Committee) shall administer the
Plan in accordance with its terms, and shall have all powers necessary to
accomplish such purpose, including the power and authority to construe and
interpret the Plan, to define the terms used herein, to prescribe, amend and
rescind rules and regulations, agreements, forms, and notices relating to the
administration of the Plan, and to make all other determinations necessary or
advisable for the administration of the Plan. Any actions of the Committee with
respect to the Plan shall be conclusive and binding upon all persons interested
in the Plan. The Committee may appoint agents and delegate thereto powers and
duties under the Plan, except as otherwise limited by the Plan. The Committee
shall not be entitled to act on or decide any matter relating solely to members
or any of their rights or benefits under the Plan. The Committee shall not
receive any special compensation for serving in this capacity but shall be
reimbursed for any reasonable expenses incurred in connection therewith. No bond
or other security need be required of the Committee in any
jurisdiction.

    


            b.           Limitation of
Liability.  Each member of the Committee shall be entitled to,
in good faith, rely or act upon any report or other information furnished to him
or her by any officer or other employee of the Corporation, the Corporation's
independent certified public accountants, or any executive compensation
consultant, legal counsel, or other professional retained by the Corporation to
assist in the administration of the Plan. To the maximum extent permitted by
law, no member of the Committee, nor any person to whom ministerial duties have
been delegated, shall be liable to any person for any action taken or omitted in
good faith in connection with the interpretation and administration of the
Plan.

    


            c.           Indemnification.  To
the maximum extent permitted by law, members of the Committee shall be fully
indemnified and protected by the Corporation with respect to any action taken or
omitted in good faith in connection with the interpretation or administration of
the Plan.

    


            d.           Plan
Year.  The Plan’s books and records and administrative
functions shall be maintained and operated on the basis of a 12-month calendar
year commencing each January 1.

    


    Section
4.             Earnings on Deferred
Fees.

    


            a.           Establishment of Deferral
Accounts.  A Director's deferred Fees for a given calendar year
shall be credited to an account established and maintained to record such
deferred Fees (a "Deferred Fee Account"). Such credit shall be as of the date
such deferred Fees would otherwise have been payable to the Director. A separate
Deferred Fee Account shall be established and maintained for each calendar
year.

    


            b.           Hypothetical Investment
Elections for Deferred Fees.  At the time a Director elects to
defer receipt of Fees, the Director shall designate in writing the portion of
such Deferred Fees, stated as a whole percentage, to be credited to the Interest
Account and the portion to be credited to the Stock Account. Any Deferred Fees
to be credited to either such Account shall be rounded to the nearest whole
cent, with amounts equal to or greater than $.005 rounded up and amounts below
$.005 rounded down. If a Director fails to elect how to allocate any Deferred
Fees between the two investment accounts, 100% of such Deferred Fees shall be
credited to the Interest Account. By written notice to the Secretary of the
Company, a Director may change the allocation of Deferred Fees previously
credited to the Interest Account to the Stock Account . Any such election shall
be effective as of the first calendar quarter commencing after receipt of such
election. No Director may make any election to change the way in which amounts
previously allocated to the Director's Deferral Account are deemed invested
within six months of the date of the last such election by such Director to
change the way in which such amounts are deemed invested. A Director may elect
to change the way Fees not yet credited to the Director’s Deferred Fee Account
are deemed invested as of the end of any calendar month by written notice to the
Company received prior to the end of such month, and may make up to three such
elections each year.


    
      
         


      

      
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    As of the end of each calendar month,
any Deferred Fees credited to the Interest Account will be credited with
interest, at an annual rate equal to (1) the Prime Rate in effect on the last
business day of such month plus two (2) percentage points, on the average daily
balance credited to the account during such month. The Prime Rate with respect
to a calendar month shall be determined by reference to the Prime Rate listed in
the Wall Street Journal as the “base rate on corporate loans” posted by at least
75% of the nation’s 30 largest banks or, if at any time such rate is not
reported in the Wall Street Journal, such comparable publicly available
measurement of the cost of corporate borrowing as the NJR Board of Directors
shall determine. If more than one Prime Rate is listed in the Wall Street
Journal for a given day, the Prime Rate for that day shall be the average of
such Prime Rates.

    


      c.           Stock
Account.  Any Deferred Fees allocated to the Stock Account
shall be deemed invested in a number of notional shares of the Company's common
stock (the "Units") equal to the quotient of (i) such Deferred Fees
divided by (ii)
the Fair Market Value (defined below) on either the date the Deferred Fees then
being allocated to the Stock Account would otherwise have been paid or such
other date, not later than 90 days thereafter, as may be specified for deemed
investment by the Company (this provision permitting the Company to establish a
quarterly investment date, for convenient and economical administration of the
Plan). Fractional Units shall be credited, but shall be rounded to the nearest
hundredth percentile, with amounts equal to or greater than .005 rounded up and
amounts less than .005 rounded down. Whenever a dividend other than a dividend
payable in the form of shares is declared with respect to the shares, the number
of Units in the Director's Stock Account shall be increased by the number of
Units determined by dividing (i) the product of
(A) the number
of Units in the Director's Stock Account on the related dividend record date and
(B) the amount
of any cash dividend declared by the Company on a Share (or, in the case of any
dividend distributable in property other than common stock, the per share value
of such dividend, as determined by the Company for purposes of income tax
reporting) by (ii) the Fair Market
Value on the related dividend payment date. In the case of any dividend declared
on common stock which is payable in shares of common stock, the Director's Stock
Account shall be increased by the number of Units equal to the product of (i) the number of
Units credited to the Directors Stock Account on the related dividend record
date and (ii)
the number of shares (including any fraction thereof) distributable as a
dividend on a share. In the event of any change in the number or kind of
outstanding shares of common stock by reason of any recapitalization,
reorganization, merger, consolidation, stock split or any similar change
affecting such shares, other than a dividend of cash, stock or property as
provided above, the NJR Board of Directors shall make an appropriate adjustment
in the number of Units credited to the Director's Stock Account. For purposes of
this section, "Fair Market Value" on any date shall mean the closing price of a
share of Common Stock on such date as reported in the principal consolidated
transaction reporting system on which the common stock is principally
traded.

    


      d.           Distribution from Accounts
Upon Separation from Service as a Director.  The time and form
of payments of hypothetical investment earnings shall be the same as those
applicable to the deferred Fees to which such earnings are attributable.
Notwithstanding any other provision of the Plan to the contrary, amounts
credited to a Director’s Stock Account may not be reallocated or deemed
reinvested in any other investment vehicle, but shall remain as Deferred Stock
until such time as the Deferred Fee Account is settled in accordance with
Section 1.c.

    


      e.           Statements.  The
Committee will furnish written statements to each Participant reflecting the
amount credited to a Participant's Deferral Accounts and transactions therein
not less frequently than once each calendar quarter. Such written statements
shall be in addition to any information or communication available to a
Participant with respect to his Deferral Account through other means, such as
the internet or telephony.

    


    Section
5.                      Payments
Not Specified in a Deferral Election.


    
      
         


      

      
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    a.           Method of Payment in the
Event of Death.  If a Director dies while a member of the NJR
or NJNG Board of Directors or prior to the full payment to the Director of all
of the Director's deferred Fees, as adjusted as provided in Section 2, an amount
equal to the unpaid portion of such deferred Fees, as adjusted as provided in
Section 2, shall be paid in a single sum payment to the Director's designated
beneficiary or beneficiaries. Such single sum payment shall be made within 30
days after the death of the Director.

    


    b.           Delay of
Payments.  Any payment otherwise due under the terms of the
Plan which would (i) not be deductible in whole or in part under section 162(m)
of the Code, or (ii) violate Federal securities laws or other applicable law may
not be made until the earliest date on which such payment no longer is
nondeductible or violates such laws. Payment may be delayed for a reasonable
period in accordance with the provisions of Code Section 409A (including in the
event the payment is not administratively practical due to events beyond the
recipient’s control such as where the recipient is not competent to receive the
benefit payment, there is a dispute as to amount due or the proper recipient of
such benefit payment, or additional time is needed to calculate the amount
payable). No interest shall accrue or be paid because of any delay of
payment.

    


    c.           Acceleration of
Payments.  The Committee may not permit the acceleration of the
time or schedule of any payment or amount scheduled to be paid pursuant to the
Plan, unless such acceleration of the time or schedule is (i) necessary to
fulfill a domestic relations order (as defined in section 414(p)(1)(B) of the
Code) or to comply with conflict of interest or ethics laws (as defined in Code
Section 409A), (ii) to be used for the payment of FICA or other approved taxes
on amounts defined under the Plan, (iii) equal to amounts included in the
federal personal taxable income of the Participant under Code Section 409A or
(iv) otherwise allowed under Code Section 409A. Other provisions of the Plan
notwithstanding, should the Director experience a Separation from Service within
60 days following the occurrence of an event or transaction constituting a
Change In Control, the participating Director shall be paid the balance of his
or her Deferred Fee Account as a lump sum within 60 days following such
Separation from Service.

    


    d.           For
the purposes of this Agreement, a “Change In Control” shall be deemed to have
occurred if:

    


    (i)  Any
Person (as defined below) acquires (or has acquired during the 12-month period
ending on the date of the most recent acquisition by such Person) Voting
Securities (as defined below), of the Company and, immediately thereafter, is
the “beneficial ownership” (within the meaning of Rule 13d-3, as promulgated
under Section 13(d) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”)) of Voting Securities of the Company representing fifty percent
(50%) or more of the combined Voting Power (as defined below) of the Company's
securities; or

    


    (ii)  Within
any 12-month period, the persons who were directors of the Company immediately
before the beginning of such period (the “Incumbent Directors”) shall cease (for
any reason other than death) to constitute at least a majority of the Board or
the board of directors of any successor to the Company, provided that any
director who was not a director at the beginning of such period shall be deemed
to be an Incumbent Director if such director was elected to the Board by, or on
the recommendation of or with the approval of, at least a majority of the
directors who then qualified as Incumbent Directors either actually or by prior
operation of this Section 5(d); or

    


    (iii)    
the
consummation of a merger, consolidation, share exchange, division, sale or other
disposition of all or substantially all of the assets of the Company (a
“Corporate Event”), except that a Corporate Event shall not trigger a Change in
Control under this clause (iii) if the shareholders of the Company immediately
prior to such Corporate Event shall hold, directly or indirectly, immediately
following such Corporate Event a majority of the Voting Power of (x) in the case of a
merger or consolidation, the surviving or resulting corporation, (y) in the case of a
share exchange, the acquiring corporation or (z) in the case of a
division or a sale or other disposition of assets, each surviving, resulting or
acquiring corporation.


    
      
         


      

      
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    (iv)  Person
Defined.  For purposes of this Section 7, “Person” shall have
the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act, as
supplemented by Section 13(d)(3) of the Exchange Act; provided, however, that
Person shall not include (x) the Company or any subsidiary of the Company or
(y) any
employee benefit plan sponsored by the Company or any subsidiary of the
Company.

    


    (v)  Voting Power
Defined.  A specified percentage of “Voting Power” of a company
shall mean such number of the Voting Securities as shall enable the holders
thereof to cast such percentage of all the votes which could be cast in an
annual election of directors (without consideration of the rights of any class
of stock other than the common stock of the company to elect directors by a
separate class vote); and “Voting Securities” shall mean all securities of a
company entitling the holders thereof to vote in an annual election of directors
(without consideration of the rights of any class of stock other than the common
stock of the company to elect directors by a separate class vote).

    


    (vi)  The above
definitions shall be interpreted and applied in a manner that complies with
change in control or ownership trigger event rules under Code Section
409A.

    


    Section
6.                      Assets Placed in
Trust.

    


    The
Corporation may, in its discretion, establish one or more Trusts (including
sub-accounts under such Trust(s)), and deposit therein amounts of cash, Stock,
or other property not exceeding the amount of the Corporation's obligations with
respect to a Director's Deferred Fee Account established under Section 2. In
such case, the amounts of hypothetical income and appreciation and depreciation
in value of such Deferred Fee Account shall be equal to the actual income on,
and appreciation and depreciation of, the assets in such Trust(s). Other
provisions of this Section 4 notwithstanding, the timing of allocations and
reallocations of assets in such a Deferred Fee Account, and the investment
vehicles available with respect to such Deferred Feel Account, may be varied to
reflect the timing of actual investments of the assets of such Trust(s) and the
actual investments available to such Trust(s).

    


    "Trust"
shall mean any trust or trusts established or designated by the Company to hold
Stock or other assets in connection with the Plan; provided, however, that (i)
such trust shall be sited in the United States, (ii) the funding of such trust
shall in no way be contingent upon the financial condition of the Company, and
(iii) the assets of such trust shall remain subject to the claims of the general
creditors of the Company in the event of an insolvency of the Company. The
Company shall be considered “insolvent” for purposes of this Plan and any Trust
if (i) the Company is unable to pay its debts as they become due, or (ii) the
Company is subject to a pending proceeding as a debtor under the United States
Bankruptcy Code.

    


    Section
7.                      Plan
Termination.

    


      a.           In
General.  The Committee may, with prospective or retroactive
effect, amend, alter, suspend, discontinue, or terminate the Plan at any time
without the consent of participating Directors, stockholders, or any other
person; provided, however, that, without the consent of a participating
Director, no such action shall materially and adversely affect the rights of
such Director with respect to any rights to payment of amounts credited to such
Director's Deferred Fee Account and any such action shall comply with the
restriction under and requirements of Code Section 409A.

    


      b.           Termination and
Payment.  Notwithstanding the provisions of section 11(a), the
Committee may, in its sole discretion, terminate the Plan (in whole or in part)
with respect to one or more participating Directors and distribute to such
affected Directors the amounts credited to their Deferred Fee Accounts in a lump
sum as soon as reasonably practicable following such termination, but if, and
only if such termination and accelerated payment complies with the requirements
of Code Section 409A.


    
      
         


      

      
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      Section
8.                      Miscellaneous.

       

                    a.           Designation
of Beneficiary.  A Director may designate a beneficiary or
beneficiaries (which may be an entity other than a natural person) to receive
any payments of the Director's deferred Fees to be made upon the Director's
death.  At any time, and from time to time, any such designation may
be changed or canceled by the Director without the consent of any
beneficiary.  Any such designation, change or cancellation must be by
written notice filed with the Secretary and shall not be effective until
received by the Secretary.  Any such written notice may apply to (i)
only the Director's deferred Fees for a particular calendar year or years, or
(ii) all of the Director's deferred Fees, including Fees to be deferred in
future years.   

          

    

    If a
Director designates more than one beneficiary with respect to any portion of the
Director's deferred Fees, any payments to such beneficiaries shall be made in
equal shares unless the Director has designated otherwise, in which case the
payments shall be made in the shares designated by the Director.  If
no beneficiary has been named by a Director with respect to all or a portion of
the Director's deferred Fees, or the designated beneficiaries with respect to
all or a portion of the Director's deferred Fees have predeceased the Director,
the Director's beneficiary with respect to such deferred Fees shall be the
executor or administrator of the Director's estate.

     

            b.           Payments
Generally In Cash.  All payments of deferred Fees shall be made
in cash, provided that a Director who has elected to have all or a portion of
any of the Director’s Deferred Fee Account treated as though invested in shares
of common stock and who elects to receive a distribution of any such Account in
a single lump sum may elect to receive the portion of such Account so invested
in shares of common stock.

     

            c.           No
Right to Continue
as a Director.  Nothing contained in this Plan shall be
construed as conferring upon a Director any right to continue as a member of the
NJR Board of Directors or any Subsidiary Board of Directors.

     

      d.           No
Right to Corporate Assets.  Nothing contained in this Plan
shall be construed as giving a Director, a Director's designated beneficiaries
or any other person any equity or interest of any kind in the assets of the
Corporation or creating a trust of any kind or a fiduciary relationship of any
kind between the Corporation and any such person.  As to any claim for
payments due with respect to a Director's
deferred Fees, the Director, the Director's designated beneficiaries and any
other persons having a claim for payments shall be unsecured creditors of the
Corporation.

     

      e.           No
Limit on Further
Corporate Action.  Nothing contained in this Plan shall be
construed so as to prevent the Corporation from taking any corporate action
which is deemed by the Corporation to be appropriate or in its best
interest.

     

      f.           Assignment;
Successor in Interest.  The rights and benefits of a Director
with respect to the Director's deferred Fees are personal to the Director, and
neither the Director nor the Director's designated beneficiaries shall have the
power or right to transfer, assign, anticipate, mortgage, or otherwise encumber
any payments to be made with respect to the Director's deferred
Fees.

     

    The
obligations of the Corporation with respect to deferred Fees are not assignable
or transferable except to a corporation which acquires all or substantially all
of the assets of the Corporation, or any corporation into which the Corporation
may be merged, converted or consolidated.

     

    These
terms and provisions shall inure to the benefit of a Director's designated
beneficiaries, heirs, executors, administrators and successors in
interest.


    
      
         


      

      
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    g.           Amendment and
Termination.  The NJR Board of Directors may from time to time
and at any time alter or amend this Plan or suspend, discontinue or terminate
the deferral by Directors of their retainer and other fees; provided, however, that no such
action, which would adversely affect the amount, form or time of payment of the
retainer and other fees which, as of the effective date of such action, had been
deferred pursuant to a Director's election, shall be effective without the
Director's written consent.

    


    h.           Compliance with Code Section
409A.  Any benefit, payment or other right provided by the Plan
shall be provided or made in a manner, and at such time, in such form and
subject to such election procedures (if any), as complies with the applicable
requirements of Code Section 409A to avoid a plan failure described in Code
Section 409A(a)(1). Notwithstanding any other provision hereof or document
pertaining hereto, the Plan shall be so construed and interpreted to meet the
applicable requirements of Code Section 409A to avoid a plan failure described
in Code Section 409A(a)(1). The Committee is authorized to adopt rules or
regulations deemed necessary or appropriate in connection therewith to
anticipate and/or comply the requirements of Code Section 409A and to declare
any election, consent or modification thereto void if non-compliant with Code
Section 409A. The Committee, the Corporation and any related parties shall not
be responsible for the payment of any taxes or related penalties or interest for
any failure to comply with Code Section 409A.

     

                      i.   Governing
Law.  This Plan shall be construed in accordance with and be
governed by the laws of the State of New Jersey.

    


    IN WITNESS WHEREOF, New Jersey
Resources Corporation has caused this Plan to be executed this 31st day of
December, 2008, to be effective January 1, 2009.

    


    


    
      	
               
      

            	
              NEW
      JERSEY RESOURCES CORPORATION

            


    

    


    Attest: 

     

     /s/  Rhonda M.
Figueroa                                  
  By:  /s/ Laurence M.
Downes

    Rhonda M.
Figueroa                                                                    Laurence
M. Downes

    Corporate
Secretary                                                                     Chairman
and Chief Executive Officer

    


    


    



    
      
         


      

      
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