exh10-26.htm


     

    
      Exhibit 10.26




     

     

     

     

     

     

     

     

     

     

     

    NEW
JERSEY RESOURCES CORPORATION

    


    Officers’
Deferred Compensation Plan

    


    Amended
and Restated Effective January 1, 2009

    


    


     

     

     

     

     

     

     

    
 

    


    



    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    NEW
JERSEY RESOURCES CORPORATION

    


    Officers’
Deferred  Compensation  Plan

    


    


    


    
      
        	 
      	
                Page

              
	 	 
	
                1.       Purposes

              	 
      2
	 
      	 
      
	
                2.       Definitions

              	 
      2
	 
      	 
      
	
                3.      Administration

              	 
      5
	 
      	 
      
	
                4.      Participation

              	 
      5
	 
      	 
      
	
                5.      Initial
      Deferral Elections

              	 
      6
	 
      	 
      
	
                6.      Deferral
      Accounts

              	 
      7
	 
      	 
      
	
                7.      Subsequent
      Deferral Elections

              	 
      8
	 
      	 
      
	
                8.      Settlement of
      Deferral Accounts

              	 
      9
	 
      	 
      
	
                9.      Statements

              	 
      10
	 
      	 
      
	
                10.     Sources
      of Stock:  Limitation on Amount of Stock-Denominated
      Deferrals

              	 
      10
	 
      	 
      
	
                11.     Amendment/Termination

              	 
      11
	 
      	 
      
	
                12.     General
      Provisions

              	 
      11
	 
      	 
      
	
                13.     Effective
      Date

              	 
      13


      



    



    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    NEW
JERSEY RESOURCES CORPORATION

    


    


    Officers’
Deferred Compensation Plan

    Amended
and Restated Effective January 1, 2009

    


    


    


    1.           Purposes.  The
purpose of this Officers’ Deferred Compensation  Plan (the "Plan") is
to provide certain members of a select group of management or highly compensated
employees of New Jersey Resources Corporation (the "Company") and its Affiliates
a means to defer receipt of specified portions of compensation and to have such
deferred amounts treated as if invested in specified investment vehicles in
order to enhance the competitiveness of the Company's executive compensation
program and, therefore, its ability to attract and retain qualified key
personnel necessary for the continued success and progress of the
Company.  The provisions of this Plan shall apply only to those
deferred amounts that became vested, within the meaning of Code Section 409A (as
defined below), subsequent to December 31, 2004.

    


    2.           Definitions.  In
addition to the terms defined in Section 1 above, the following terms used in
the Plan shall have the meanings set forth below:

    


    (a)           "Administrator"
shall mean the person or persons to whom the Committee has delegated the
authority to take action under the Plan

    


    (b)           “Affiliate”
shall mean any entity (whether or not incorporated) which, by reason of its
relationship with the Company, would be considered a single employer with the
Company under Section 414(b) or 414(c) of the Code, subject to the requirements
and definitions contained in Code Section 409A.

    


    (c)           "Beneficiary"
shall mean any person (which may include trusts and is not limited to one
person) who has been designated by the Participant in his or her most recent
written beneficiary designation filed with the Company to receive the benefits
specified under the Plan in the event of the Participant's death.  If
no Beneficiary has been designated who survives the Participant's death, then
Beneficiary means any person(s) entitled by will or, in the absence thereof, the
laws of descent and distribution to receive such benefits.

     

               (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 7(b); or


    
      
         


      

      
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    (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 (c) 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.

    


    (iv)  Person
Defined.  "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 (y) the Company or any
subsidiary of the Company or (z) 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 the
change in control or ownership trigger event rules under Code Section
409A.

    


    (e)           "Code"
shall mean the Internal Revenue Code of 1986, as amended.  References
to any provision of the Code or regulation (including a proposed regulation)
thereunder shall include any successor provisions or regulations.

    


    (f)           “Code
Section 409A” shall mean Section 409A of the Code and any regulations issued
thereunder.

    


    (g)           "Committee"
shall mean the Leadership Development and Compensation Committee of the Board of
Directors of the Company or any other directors of the Company designated as the
Committee by the Board of Directors of the
Company.  Except

    as may be
otherwise required under the terms of the Plan or by applicable law, any
function of the Committee may be delegated to the Administrator.

    


    (h)           "Deferral
Account" shall mean the account or subaccount established and maintained by the
Company for specified deferrals by a Participant, as described in Section
6.  A Deferral Account will be maintained solely as a bookkeeping
entry by the Company to evidence unfunded obligations of the
Company.

    


    (i)           “Deferral
Election” shall mean the form submitted by a Participant to the Administrator
instructing the Administrator as to both the type and amount of compensation
that is to be deferred and the time and form of payment of such deferred
amounts, but only if such form is filed within the time limits prescribed by the
Plan and fully complies in all other respects with the requirements of the
Plan.

    


    (j)           "Deferred
Stock" shall mean a right to receive Stock at the end of a specified deferral
period.


    
      
         


      

      
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    (k)           "Disability"
or “Disabled” shall mean that the Participant (as defined below) is, by reason
of any medically determinable physical or mental impairment that can be expected
to result in death or can be expected to last for a continuous period of not
less than 12 months, receiving income replacement benefits for a period of not
less than 3 months under the long term disability provisions of the benefit
plans of the Company or its Affiliates, as applicable.

    


    (l)           "Exchange
Act" shall mean the Securities Exchange Act of 1934, as
amended.  References to any provision of the Exchange Act or rule
thereunder shall include any successor provisions or rules.

    


    (m)           "Participant"
shall mean any employee of the Company or any Affiliate who is designated by the
Committee as eligible to participate in the Plan and who makes an election to
participate in the Plan.

    


    (n)           
“Retirement” shall mean a Participant’s Separation from Service (as defined
below) at or after attaining age 55 (including a Separation from Service at or
after age 55 due to a Disability).

    


    (o)           “Specified
Employee” shall mean any Participant who is a key employee of the Company, as
defined in Section 416(i) of the Code without regard to Section 416(i)(5) of the
Code, and who is determined to be a Specified Employee pursuant to procedures
adopted by the Board of Directors of the Company or its delegate in accordance
with Code Section 409A .

    


    (p)           “Separation
from Service” shall mean the Participant resigns, dies, retires or otherwise has
a termination of employment with the Company and its Affiliates subject to the
following additional rules and the requirements of Code Section
409A.  A Separation from Service shall
occur where it is reasonably anticipated that no further services will be
performed after that date or that the level of bona fide services the
Participant will perform after that date (whether as an employee or independent
contractor) will permanently decrease to less than 50% of the average level of
bona fide services performed over the immediately preceding thirty-six (36)
month period.  A Participant shall be considered to continue
employment and to not have a Separation from Service while on a leave of absence
if the leave does not exceed 6 consecutive months (29 months for a disability
leave of absence) or, if longer, so long as the Participant retains a right to
reemployment with the Company or an Affiliate under an applicable statute or by
contract.  For this purpose, a “disability leave of absence” is an
absence due to any medically determinable physical or mental impairment that can
be expected to result in death or can be expected to last for a continuous
period of not less than 6 months, where such impairment causes the Participant
to be unable to perform the duties of his job or a substantially similar
job.  Continued services solely as a director of the Company or an
Affiliate shall not prevent a Separation from Service from
occurring.

    


    (q)           "Stock"
shall mean New Jersey Resources Corporation Common Stock, or any other equity
securities of the Company designated by the Committee.

    


    (r)           "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.

    


    (s)           "Trustee"
shall mean the trustee of a Trust.

    


    (t)           "Trust
Agreement" shall mean the agreement entered into between the Company and the
Trustee to carry out the purposes of the Plan, as amended or restated from time
to time.


    
      
         


      

      
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    3.           Administration.

    


    (a)           Authority.  Except
where the terms of the Plan specifically provide otherwise, the Administrator
(subject to the ability of the Committee to restrict the Administrator) 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 or the Administrator with respect to the Plan shall be
conclusive and binding upon all persons interested in the Plan, except that any
action of the Administrator will not be binding on the Committee.  The
Committee and Administrator may each appoint agents and delegate thereto powers
and duties under the Plan, except as otherwise limited by the Plan.

    


    (b)           Administrator.  The
Administrator shall be appointed by, shall remain in office at the will of, and
may be removed, with or without cause, by the Committee, and may be one person
or a committee of several persons.  The Administrator may resign at
any time.  The Administrator shall not be entitled to act on or decide
any matter relating solely to himself or herself or any of his or her rights or
benefits under the Plan.  The Administrator shall not receive any
special compensation for serving in his or her capacity as Administrator but
shall be reimbursed for any reasonable expenses incurred in connection
therewith.  No bond or other security need be required of the
Administrator in any jurisdiction.

    


    (c)           Limitation of
Liability.  Each member of the Committee and the Administrator
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
Company or any Affiliate, the Company's independent certified public
accountants, or any executive compensation consultant, legal counsel, or other
professional retained by the Company to assist in the administration of the
Plan.  To the maximum extent permitted by law, no member of the
Committee or the Administrator, 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.

    


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

    


    (e)       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.

    


    4.           Participation.  The
Administrator will notify each person of his or her eligibility to participate
in the Plan not later than 30 days (or such lesser period as may be practicable
in the circumstances) prior to any deadline for filing an election
form.


    
      
         


      

      
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    5.           Initial Deferral
Elections.

    


    (a)      In
General.  To the extent authorized by the Committee, a Participant may
submit to the Administrator a Deferral Election to defer the receipt of
compensation or awards which may be in the form of cash, Stock,
Stock-denominated awards or other property to be received from the Company or an
Affiliate, including salary, annual bonus awards, long-term awards, and
compensa­tion payable under other plans and programs, employment agreements
or other arrangements, or otherwise, as may be provided under the terms of such
plans, programs and arrangements or as designated by the Administrator (an
“Initial Deferral Election.”)  An Initial Deferral Election with
respect to compensation otherwise payable to the Participant in a given Plan
Year shall specify (i) the timing and form of deferred payment, lump sum or
installments, of such compensation subject to such Deferral Election to be made
at a future date specified by the Participant through which the Participant has
continuously remained an employee of the Company, or upon the Participant’s
Retirement, or upon the earlier of such specified date or such Retirement, and
(ii) the dollar amount or percentage of such compensation to be
deferred.  Initial Deferral Elections applicable to compensation
otherwise payable in different Plan Years may specify different times and forms
of payment.  In addition to any terms and conditions of deferral set
forth under plans, programs or arrangements from which receipt of the
Stock-denominated award or other compensation is deferred, the Committee may
impose limitations on the amounts permitted to be deferred and other terms and
conditions of deferrals under the Plan, including minimum and/or maximum periods
of deferral.  Any such limitations, and other terms and conditions of
deferral, other than those required by Code Section 409A to be included within
this plan document, shall be set forth in the rules relating to the Plan or
election forms, other forms, or instructions published by the Committee and/or
the Administrator.

    


     (b)           Date of
Election.  Each Initial Deferral Election must be received by
the Administrator prior to the following dates or will have no effect
whatsoever:

    


          (i) With respect to salary, the
December 31 immediately preceding the year in which the salary is
earned;

    


          (ii) With respect to any annual
or long-term incentive pay which qualifies as “performance-based compensation”
within the meaning of Code Section 409A, by the earlier of (A) the December 31
immediately preceding the end of the performance measurement period applicable
to such incentive pay or (B) the date six months prior to the end of the
performance measurement period applicable to such incentive pay provided such
additional requirements set forth in Code Section 409A are met;

     

               (iii) With respect to
“fiscal year compensation” as defined under Code Section 409A, by the last day
of the Company’s fiscal year preceding the year in which the fiscal year
compensation is earned;

    


          (iv) With respect to awards of
restricted stock units or other legally binding rights to a payment of
compensation in a subsequent year that is subject to a forfeiture condition
requiring the Participant’s continued services for a period of at least 12
months, on or before the 30th day
following the grant of such award, provided that the election is made at least
12 months in advance of the earliest date at which the forfeiture condition
could lapse.

    


    Each
Initial Deferral Election shall become irrevocable at the dates specified above,
unless (i) the Participant incurs an Unforeseeable Financial Hardship (as
defined below), or (ii) as otherwise permitted both under Code Section 409A and
by the Administrator.  In the case of an Initial Deferral Election
with respect to salary earned during a Plan Year, such election shall remain
valid with respect to salary earned in succeeding Plan Years until revoked or
revised by the Participant in compliance with the deadlines and other provisions
of the Plan.  An Initial Deferral Election, if submitted to the
Administrator earlier than the dates specified above, may be changed by the
Participant at any time prior to the applicable date specified
above.


    
      
         


      

      
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    (c)           First Year of
Eligibility.  Notwithstanding the above, in the case of the
Plan Year in which a Participant first becomes eligible to participate in the
Plan, the Participant may make an Initial Deferral Election with respect to
salary within 30 days after becoming so eligible, but only with respect to
salary to be paid for services to be performed subsequent to the
election.  However, as of the date the Participant first becomes
eligible to participate in the Plan, if the Participant has been eligible to
participate in the Plan or any other nonqualified deferred compensation account
balance plans sponsored by the Company or an Affiliate within the 24 months
preceding his eligibility date, then such election shall apply to salary earned
beginning on January 1st of the
following calendar year.

    


    (d)           Permitted Elections
Regarding Timing and Form of Payment.  The Administrator shall
prescribe the form on which Initial Deferral Elections are to be
specified.  With respect to the timing of payments of deferred
amounts, the Administrator may permit, in its sole discretion, Participants to
select as commencement dates for such payments (i) a specified date, (ii) the
Participant’s Retirement, or (iii) the earlier of, or later of, a specified date
or the Participant’s Retirement (collectively hereinafter referred to as
“Commencement Events”). With respect to the form of payment, the Administrator
may permit either lump sum or installments, but may not permit any form of
annuity.  Further, the Administrator may permit, in its sole
discretion, Participants to select different times and forms of payment for
different Commencement Events, or different times and forms for a given
Commencement Event that may occur at different dates in the future, subject to
the requirements of Code Section 409A.

    


    6.           Deferral
Accounts.

    


    (a)           Establishment; Crediting of
Amounts Deferred.  One or more Deferral Accounts will be
established for each Participant, as determined by the
Administrator.  The amount of compensation or awards deferred with
respect to each Deferral Account will be credited to such Account as of the date
on which such amounts would have been paid to the Participant but for the
Participant's election to defer receipt hereunder, unless otherwise determined
by the Administrator.  Stock-denominated awards deferred with respect
to each Deferral Account will be credited to the Participant's Deferral Account
as units of Deferred Stock, with one share of Stock equal to one unit of
Deferred Stock as opposed to cash amounts valued by reference to the market
price of Stock.  With respect to any fractional shares of Stock or
Stock-denominated awards, the Administrator, in its sole discretion, shall pay
such fractional shares to the Participant in cash, credit the Deferral Account
with cash in lieu of depositing fractional shares into the Deferral Account, or
credit the Deferral Account with a fraction of a share calculated to at least
three decimal places.  The amounts of hypothetical income and
appreciation and depreciation in value of such Account will be credited and
debited to, or otherwise reflected in, such Account from time to
time.  Unless otherwise determined by the Administrator, amounts
credited to a Deferral Account shall be deemed invested in a hypothetical
investment as of the date of deferral.

    


    (b)           Hypothetical
Investments.  Subject to the provisions of Sections 6(c),
amounts credited to a Deferral Account shall be deemed to be invested, at the
Participant's direction, in one or more investment vehicles as may be specified
from time to time by the Administrator.  The Administrator may change
or discontinue any hypothetical investment vehicle available under the Plan in
its discretion; provided, however,
that each affected Participant shall be given the opportunity, without limiting
or otherwise impairing any other right of such Participant regarding changes in
investment directions, to redirect the allocation of his or her Deferral Account
deemed invested in the discontinued investment vehicle among the other
hypothetical investment vehicles, including any replacement
vehicle.  The time and form of payments of hypothetical investment
earnings shall be the same as those applicable to the deferred amounts to which
such earnings are attributable.

    (c)           Allocation and Reallocation
of Hypothetical Investments.  A Participant may allocate
amounts credited to his or her Deferral Account to one or more of the
hypothetical investment vehicles authorized under the Plan.  Subject
to the rules established by the Administrator, if more than one hypothetical
investment vehicle is provided, a Participant may reallocate amounts credited to
his or her Deferral Account as allowed and provided for by the
Administrator.  The Administrator may, in its discretion, restrict
allocation into or reallocation by specified Participants into or out of
specified investment vehicles or specify minimum or maximum amounts that may be
allocated or reallocated by Participants.


    
      
         


      

      
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    (d)           Trusts.  The
Administrator 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 Company's obligations with
respect to a Participant's Deferral Account established under this Section
6.  In such case, the amounts of hypothetical income and appreciation
and depreciation in value of such Deferral 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 6 notwithstanding, the
timing of allocations and reallocations of assets in such a Deferral Account,
and the investment vehicles available with respect to such Deferral 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).

    


    (e)           Restrictions on Participant
Direction.  The provisions of Section 6(b) and 6(c)
notwithstanding, the Administrator may restrict or prohibit reallocations of
amounts deemed invested in specified investment vehicles, and subject such
amounts to a risk of forfeiture and other restrictions, in order to conform to
restrictions applicable to Stock, a Stock-denominated award, or any other award
or amount deferred under the Plan and resulting in such deemed investment, to
comply with any applicable law or regulation, or for such other purpose as the
Administrator may determine is not inconsistent with the
Plan.  Notwithstanding any other provision of the Plan to the
contrary, amounts credited as Deferred Stock to a Participant's Deferral Account
may not be reallocated or deemed reinvested in any other investment vehicle, but
shall remain as Deferred Stock until such time as the Deferral Account is
settled in accordance with Section 8.

    


    (f)           Dividend
Equivalents.  Except as provided in Section 6(d), dividend
equivalents will be credited on Deferred Stock credited to a Participant's
Deferral Account as follows:

    


    (i)           Cash and Non-Stock
Dividends.  If the Company declares and pays a dividend on
Stock in the form of cash or property other than shares of Stock, then a number
of additional shares of Deferred Stock shall be credited to a Participant's
Deferral Account as of the payment date for such dividend equal to (A) the
number of shares of Deferred Stock credited to the Deferral Account as of the
record date for such dividend, multiplied by (B) the amount of cash plus the
fair market value of any property other than shares actually paid as a dividend
on each share at such payment date, divided by (C) the fair market value of a
share of Stock at such payment date.

    


    (ii)           Stock Dividends and
Splits.  If the Company declares and pays a dividend on Stock
in the form of additional shares of Stock, or there occurs a forward split of
Stock, then a number of additional shares of Deferred Stock shall be credited to
the Participant's Deferral Account as of the payment date for such dividend or
forward Stock split equal to (A) the number of shares of Deferred Stock credited
to the Deferral Account as of the record date for such dividend or split,
multiplied by (B) the number of additional shares actually paid as a dividend or
issued in such split in respect of each share of Stock.

    


    7.           Subsequent Deferral
Elections.  The Plan Administrator may, in its sole discretion,
permit Participants 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 payment of an amount
of deferred compensation (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 Participant’s
death or on account of the occurrence of an Unforeseeable Emergency (as defined
below), 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.  In addition,
Participants may be further permitted to revise the form of payment they have
elected, or the number of installments elected, provided that such revisions
comply with the requirements of clauses (i), (ii), and (iii)
above.


    
      
         


      

      
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    8.           Settlement
of Deferral Accounts.

    


    (a)           Medium of
Payment.  The Company shall settle a Participant's Deferral
Account, and discharge all of its obligations to pay deferred compensation under
the Plan with respect to such Deferral Account, by payment of cash or, in the
discretion of the Administrator, by delivery of other assets (including Stock)
having a fair market value equal to the amount credited to the Deferral
Account.  Notwithstanding any other provision of the Plan to the
contrary, amounts credited as Deferred Stock to a Participant's Deferral Account
shall be settled by delivery of shares of Stock.

    


    (b)           Forfeitures Under Other
Plans and Arrangements.  To the extent that Stock or any other
award or amount (i) is deposited in a Trust pursuant to Section 6 in connection
with a deferral of Stock, a Stock-denominated award, or any other award or
amount under another plan, program, employment agreement or other arrangement
and (ii) is forfeited pursuant to the terms of such plan, program, agreement or
arrangement, the Participant shall not be entitled to the value of such Stock
and other property related thereto (including without limitation, dividends and
distributions thereon) or other award or amount, or proceeds
thereof.

    


    (c)           Payments Under the
Plan.  No payment may be made under the Plan earlier than the
Participant’s Separation from Service, the date specified in a Deferral
Election, or the occurrence of a Change-in-Control or Unforeseeable
Emergency.  Payments in settlement of a Deferral Account shall be made
on the date or dates (including upon the occurrence of specified events), as may
be directed by the Participant in his or her election relating to such deferred
amount.  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.  Irrespective of any elections made by a Participant, all
amounts credited to a Participant’s Deferral Account will be paid out in a
single lump sum within thirty (30) days in the event of the Participant’s
Separation from Service with the Company (i) within 60 days following a
Change-In-Control or (ii) other than upon Retirement.

    


    (d)           In-Service Payments Under
the Plan.  (i) Date Specified In A Deferral
Election.  Payments will commence on any date specified by a
Participant in an Initial Deferral Election or Subsequent Deferral Election,
pursuant to the form specified in such election, to the extent payment of the
applicable deferred amounts has not already commenced as at such date pursuant
to other applicable provisions of the Plan.  (ii) Unforeseeable
Emergency.  Other provisions of the Plan notwithstanding, if, upon the
written application of a Participant, the Committee determines that the
Participant has an Unforeseeable Emergency, the Committee may, in its sole
discretion, direct the payment to the Participant of all or a portion of the
balance of a Deferral Account in a lump sum payment, provided that any such
withdrawal shall be limited by the Committee to the amount reasonably necessary
to meet the emergency, including amounts needed to pay any income taxes or
penalties reasonably anticipated to result from the payment.  No
payment may be made to the extent that such emergency is or may be relieved
through reimbursement or compensation from insurance or otherwise, by
liquidation of the Participant’s assets, to the extent the liquidation of such
assets would not cause severe financial hardship, or by cessation of deferrals
under the Plan.  For purposes of this Plan, an “Unforeseeable
Emergency” shall mean a severe financial hardship of the Participant or the
Participant’s beneficiary resulting from an illness or accident of the
Participant or beneficiary, the Participant’s or beneficiary’s spouse or
dependent (as defined in section 152(a) of the Code); loss of the Participant’s
or beneficiary’s property due to casualty; or other similar extraordinary and
unforeseeable circumstances arising as a result of events beyond the control of
the Participant or beneficiary. (iii) Change In Control.  Other
provisions of the Plan notwithstanding, upon the occurrence of an event or
transaction constituting a Change In Control, the Administrator will direct the
immediate payment to the Participant of the balance of his or her Deferral
Account as a lump sum.


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    


    (e)           Payments Upon Separation
from Service.  (i) Retirement.  Upon the Separation
from Service of the Participant due to his or her Retirement (including a
Disability that results in a Separation from Service at or after age 55),
payments of deferred amounts shall commence within thirty (30) days in the form
specified by the Participant on his or her Deferral Election  (ii)
Separation from Service Other than Retirement.  Upon the Separation
from Service of the Participant due to reasons other the Retirement (including a
Disability that results in a Separation from Service at or after age 55) ], the
entire balance of the Participant’s Deferral Account shall be paid to the
Participant in a lump sum within thirty (30) days following such Separation from
Service.

    


    (f)           Specified
Employees.  Other provisions of the Plan notwithstanding,
payment may not be made to a Participant who is a Specified Employee before the
date that is 6 months after the date of termination of employment (other than a
termination caused by death) (the “Six Month Date”) or, if earlier, the date of
death of the Participant.  To effectuate this requirement, all
payments otherwise due to the Participant under the terms of the Plan, or
pursuant to the terms of a valid Initial Deferral Election or Subsequent
Deferral Election made by the Participant, before the Six Month Date will be
paid to the Participant, with simple interest calculated at a prime rate
determined and applied by the Administrator at the Six Month Date, on the first
day following the end of the Six Month Date.

    


    (g)           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).  Except as provided in paragraph (f)
above, no interest shall accrue or be paid because of any delay of
payment.

    


    (h)           Acceleration of
Payments.  The Administrator 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 conflicts 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 deferred under the Plan, (iii) equal to amounts included in the
federal personal taxable income of the Participant under Code Section 409A or
(iv) as otherwise allowed under Code Section 409A.

    


    


               9.           Statements.  The
Administrator 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.

    


               10.           Sources of
Stock:  Limitation on Amount of Stock-Denominated
Deferrals.  If shares of Stock are deposited under the Plan in
a Trust pursuant to Section 6 in connection with a deferral of a
Stock-denominated award under another plan, program, employment agreement or
other arrangement that provides for the issuance of shares, the shares so
deposited shall be deemed to have originated, and shall be counted against the
number of shares reserved, under such other plan, program or
arrangement.  Shares of Stock actually delivered in settlement of
Deferral Accounts shall be originally issued shares or treasury shares, in the
discretion of the Committee.  If the Committee authorizes deemed
investments in Stock by Participants deferring cash, any shares to be deposited
under the Plan in a Trust in connection with such deemed investments in Stock
shall be solely treasury shares or shares acquired in the market by or on behalf
of the Trust.  For this purpose, a total of 200,000 shares of Stock
held in treasury by the Company, offset by the number of shares issued under the
Compensation Deferral Plan of the Company, are hereby reserved for issuance
under the Plan, subject to adjustment to reflect stock splits, stock dividends,
and other extraordinary corporate events resulting in adjustments to the number
of shares reserved under stock option plans of the Company.


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    


    11.           Amendment/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 Participants, stockholders, or any other person; provided, however,
that, without the consent of a Participant, no such action shall materially and
adversely affect the rights of such Participant with respect to any rights to
payment of amounts credited to such Participant's Deferral Account and any such
action shall comply with the restrictions under the 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 Participants and distribute to such affected
Participants the amounts credited to their Deferral 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.

    


    12.           General
Provisions.

    


    (a)           Limits on Transfer of
Awards.  Other than by will or the laws of descent and
distribution, no right, title or interest of any kind in the Plan shall be
transferable or assignable by a Participant or his or her Beneficiary or be
subject to alienation, anticipation, encumbrance, garnishment, attachment, levy,
execution or other legal or equitable process, nor subject to the debts,
contracts, liabilities or engagements, or torts of any Participant or his or her
Beneficiary.  Any attempt to alienate, sell, transfer, assign, pledge,
garnish, attach or take any other action subject to legal or equitable process
or encumber or dispose of any interest in the Plan shall be void.

    


    (b)           Receipt and
Release.  Payments (in any form) to any Participant or
Beneficiary in accordance with the provisions of the Plan shall, to the extent
thereof, be in full satisfaction of all claims for the awards or other
compensation deferred and relating to the Deferral Account to which the payments
relate against the Company or any Affiliate, the Committee, or the
Administrator, and the Administrator may require such Participant or
Beneficiary, as a condition to such payments, to execute a receipt and release
to such effect.  In the case of any payment under the Plan of less
than all amounts then credited to an account in the form of Stock, the amounts
paid shall be deemed to relate to the Stock credited to the account at the
earliest time.

    


    (c)           Unfunded Status of Awards;
Creation of Trusts.  The Plan is intended to constitute an
"unfunded" plan for deferred compensation and Participants shall rely solely on
the unsecured promise of the Company for payment hereunder.  With
respect to any payment not yet made to a Participant under the Plan, nothing
contained in the Plan shall give a Participant any rights that are greater than
those of a general unsecured creditor of the Company; provided, however,
that the Committee may authorize the creation of Trusts, including but not
limited to the Trusts referred to in Section 6 hereof, or make other
arrangements to meet the Company's obligations under the Plan, which Trusts or
other arrangements shall be consistent with the "unfunded" status of the Plan
unless otherwise determined by the Committee.

    


    (d)           Compliance.  A
Participant in the Plan shall have no right to receive payment (in any form)
with respect to his or her Deferral Account until legal and contractual
obligations of the Company relating to establishment of the Plan and the making
of such payments shall have been complied with in full.  In addition,
the Company shall impose such restrictions on Stock delivered to a Participant
hereunder and any other interest constituting a security as it may deem
advisable in order to comply with the Securities Act of 1933, as amended, the
requirements of any stock exchange or automated quotation system upon which the
Stock is then listed or quoted, any applicable state securities laws, any
provision of the Company's Certificate of Incorporation or Bylaws, or any other
law, regulation, or binding contract to which the Company is a
party.


    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    


    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 Administrator, Committee, the Company 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.

    


    (e)           Other Participant
Rights.  No Participant shall have any of the rights or
privileges of a stockholder of the Company under the Plan, including as a result
of the crediting of Stock-denominated units or other amounts to a Deferral
Account, or the creation of any Trust and deposit of such Stock therein, except
at such time as Stock may be actually delivered in settlement of a Deferral
Account.  No provision of the Plan or transaction hereunder shall
confer upon any Participant any right to be employed by the Company or an
Affiliate, or to interfere in any way with the right of the Company or an
Affiliate to increase or decrease the amount of any compensation payable to such
Participant.  Subject to the limitations set forth in Section 12(a)
hereof, the Plan shall inure to the benefit of, and be binding upon, the parties
hereto and their successors and assigns.

    


    (f)           Tax
Withholding.  The Company and any Affiliate shall have the
right to deduct from amounts otherwise payable in settlement of a Deferral
Account any sums that federal, state, local or foreign tax law requires to be
withheld with respect to such payment.  Shares may be withheld to
satisfy such obligations in any case where taxation would be imposed upon the
delivery of shares, except that shares issued or delivered under any plan,
program,  employment agreement or other arrangement may be withheld
only in accordance with the terms of such plan, program, employment agreement or
other arrangement and any applicable rules, regulations, or resolutions
thereunder.

    


    (g)           Governing
Law.  The validity, construction, and effect of the Plan and
any rules and regulations relating to the Plan shall be determined in accordance
with the laws of the State of New Jersey, without giving effect to principles of
conflicts of laws, and applicable provisions of federal law.

    


    (h)           Limitation.  A
Participant and his or her Beneficiary shall assume all risk in connection with
any decrease in value of the Deferral Account and neither the Company, the
Committee nor the Administrator shall be liable or responsible
therefor.

    


    (i)           Adjustments.  In
the event that any dividend or other distribution (whether in the form of cash,
Stock, or other property), recapitalization, forward or reverse split,
reorganization, merger, consolidation, spin-off, combination, repurchase, share
exchange, liquidation, dissolution or other similar corporate transaction or any
other event or condition occurs that affects the Stock such that an adjustment
is determined by the Administrator or the Committee to be appropriate in order
to prevent dilution or enlargement of a Participant's rights under the Plan,
then the Administrator or the Committee may, in such manner as it may deem
equitable, adjust any or all of the number and kind of shares of Stock to be
issued upon settlement of Deferred Stock then credited to a Deferral Account
under the Plan.

    


    (j)           Construction.  The
captions and numbers preceding the sections of the Plan are included solely as a
matter of convenience of reference and are not to be taken as limiting or
extending the meaning of any of the terms and provisions of the
Plan.  Whenever appropriate, words used in the singular shall include
the plural or the plural may be read as the singular.


    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    


    (k)           Severability.  In
the event that any provision of the Plan shall be declared illegal or invalid
for any reason, said illegality or invalidity shall not affect the remaining
provisions of the Plan but shall be fully severable, and the Plan shall be
construed and enforced as if said illegal or invalid provision had never been
inserted herein.

    


    (l)           Status.  The
establishment and maintenance of, or allocations and credits to, the Deferral
Account of any Participant shall not vest in any Participant any right, title or
interest in and to any Plan or Company assets or benefits except at the time or
times and upon the terms and conditions and to the extent expressly set forth in
the Plan and in accordance with the terms of the Trust.

    


    
      	
              13.  

            	
              Effective
      Date.  The Plan shall be effective as of January 1,
      2009.

            


    

    


    


    


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

    


    


    
      	 
      	 
      	
              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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