**THE NUI CORPORATION**

** **

**CODE OF ETHICAL BUSINESS CONDUCT**

 

(REVISED January 27, 2003)

 

**NUI CORPORATION**

**CODE OF ETHICAL BUSINESSCONDUCT**

 

**Introduction**

NUI Corporation ("NUI") is proud of the strong values that haveguided the Company since 1855. This Code of Ethical Business Conductestablishes general ethical standards and principles which aredesigned to deter wrongdoing and promote honest and ethical conduct.  ThisCode applies to every employee of NUI its divisions and subsidiaries(collectively referred to herein as the "Company") in connection withthe Company's business.  These standards also apply to members of theCompany's Board of Directors and references to employees shall be deemed to bereferences to these Board members as well.  While this Code does notattempt to recite every possible situation that could give rise to questions ofbusiness ethics, it is intended to set a tone for the Company. Accordingly, if employees encounter situations which are not specificallyaddressed in this Code, they are required to conduct themselves honestly,ethically and in a mannerconsistent with the standards described in this Code**.** Questions concerning this Code should be referred to your supervisor, the headof Human Resources or NUI's General Counsel, unless this Code specificallydirects that you refer a particular question to a designated individual. 

Any amendment to or waiver (including any implicit waiver)of this Code or any of its provisions that applies to NUI's principal executiveofficer, principal financial officer, or principal accounting officer or controller,or persons performing similar functions, may be made only by NUI's Board ofDirectors or a Board Committee designated by the Board of Directors and must bepromptly disclosed to NUI's shareholders.    

**Shared Responsibility**

The Company is dedicated to maintaining the highest standards for ethicalbusiness conduct.  To this end, every employee is required to diligentlyfollow the standards set forth in this Code in all of their business dealingson behalf of the Company.

Violations of this Code could have serious consequences to the Company andits reputation. As a result, failure by an employee to comply with this Code will subject the employee todisciplinary action, including possible termination of employment.

**Reporting Violations**

Any employee who has knowledge or a suspicion of ethical misconduct by otheremployees should not ignore the situation.  Theemployee should report promptlyanyactual or suspected violation of applicable law, rules orregulations or of this Code to the appropriate party, as discussedbelow.  The source of reports of actual or suspectedviolations of applicable law, rules orregulations or ofthis Code will be kept confidentialand reports may be made anonymously.

Known or suspected violations of applicable law, rules orregulations or ofthis Code should be reportedpromptly to the employee's supervisor.  If the employee feels thatreporting actual or suspected violations to his or hersupervisor would not be appropriate, then the report should be made to the headof Human Resources or NUI's General Counsel**.**  Ifan employee is in doubt about what to do in a particular circumstance, theemployee is encouraged to discuss the matter with his or her supervisor, or ifthe employee feels that such a discussion with a supervisor would not beappropriate, then the employee is encouraged to discuss the matter with thehead of Human Resources or NUI's General Counsel.   

** **Employees who become aware of or suspect anyactual or apparent financial irregularity, fraud or questionable accounting orauditing issue are encouraged to report their concerns directly to NUI'sGeneral Counsel.  If the employee feels that making any such report toNUI's General Counsel would not be appropriate, or if the General Counsel failsto take appropriate action on such report, then the employee is encouraged tomake such report directly to the Audit Committee of NUI's Board ofDirectors.  Any such report to NUI's Audit Committee should be directed tothe Chairman of the Audit Committee.  Any such report will be treatedconfidentially and may be made anonymously.

** **The Company prohibits retaliation against anyemployee who makes a report in good faith of the type described above orparticipates in an investigation of any such reports.  All such reports byemployees will be kept confidential and no employee making such a report ingood faith will be discriminated against, in the terms and conditions ofemployment, as a result of having made the report.  Retaliation against anindividual for reporting in good faith any such actual or suspected violationor for participating in any such investigation is a serious violation of thisCode that will subject the violator to appropriate disciplinary action,including possible termination of employment.

**COMPLIANCE WITH THE LAW**

The Company is committed to conducting its business inaccordance with all applicable laws, rules and regulations.  Employees areto comply with the letter and the spirit of all applicable laws, rules andregulations, including insider trading laws, anti-trust laws and other faircompetition laws.

**Health, Safety and the Environment**

The Company is committed to providing a safe and healthy work environmentfor its employees and to fully complying with all applicable laws and regulationsgoverning safety in the workplace.  Employees are required to performtheir duties in accordance with all Company rules and procedures designed tomake the workplace safer.

The Company also is dedicated to doing its share to protect the environment andto encouraging measures which promote environmental awareness and thepreservation of natural resources.  The Company encourages its employeesto take environmental issues into consideration, if applicable, when makingdecisions on behalf of the Company.

**Equal Employment Opportunity**

The Company is committed to providing equal employment opportunities to all employees and applicants foremployment without regard to race, color,religion, sex, sexualorientation, national origin or ancestry, age, disability,marital status or status as a Vietnam-era, special disabled veteran or anyother class or status protected by law in accordance with applicable federal,state and local laws.  This policy applies to all terms and conditions ofemployment, including but not limited to hiring,placement, promotion, termination, layoff, transfer, leave of absence, compensation and training.  In addition, theCompany does not and will not condone any discriminatory conduct of its agentsand non-employees who have contact with employees duringworking hours**.**  If an employee requires anaccommodation for a disability, a request for accommodation must be made to thehead of Human Resources.

All employees are responsible for possessing knowledge ofthe Company's equal employment opportunity policy.  Additionally,supervisors are expected to apply this knowledge on an active and continuousbasis, and they will be held accountable for their conduct in thisregard.  Failure to fulfill any of these responsibilities will not betolerated and may result in disciplinary action up to and includingtermination.  

Any employee who believes he/she has been discriminatedagainst and/or harassed by a co-worker, supervisor, agent or client of NUIshould promptly report the facts of the incident or incidents and the name ornames of the individual or individuals involved to the head of Human Resourcesor the General Counsel.  Employees can raise concerns and make reportswithout fear of reprisal. 

**Sexual And Other Forms Of Unlawful Harassment**

The Company is committed to providing a work environmentthat is free from discrimination and unlawful harassment.  Actions, words,jokes, or comments based on an individual's sex, race, ethnicity, age,religion, or any other legally protected characteristic will not betolerated.  Sexual harassment (both overt and subtle) is a form ofemployee misconduct that is demeaning to another person, undermines theintegrity of the employment relationship, and is strictly prohibited.  

Sexual harassment may include explicit sexualpropositions, suggestive or persistent comments of a sexual nature, the displayof obscene or sexually-oriented material, sexually oriented kidding or teasing,or jokes about gender-specific traits, foul or obscene language or gestures,and physical contact such as patting, pinching, or brushing against another'sbody, and any similar behavior which is unwelcome or offensive.  Sex-basedharassment - that is, harassment not involving sexual activity or language -may also constitute discrimination if it is severe or pervasive and directed atemployees because of their sex.

Harassment on the basis of any other protectedcharacteristic is also strictly prohibited.  Under this policy, harassmentis verbal or physical conduct that denigrates or shows hostility or aversiontoward an individual because of his/her race, color, religion, national origin,age, disability, or any other characteristic protected by law and that: (i) hasthe purpose or effect of creating an intimidating, hostile or offensive workenvironment; (ii) has the purpose or effect of unreasonably interfering with anindividual's work performance; or (iii) otherwise adversely affects anindividual's employment opportunities.

If any employee believes that he or she is the object ofsexual or other unlawful harassment, the employee should promptly report thatfact to his or her supervisor before the conduct becomessevere or pervasive.  If there is any reason to believe that the directsupervisor is involved in the conduct, or if, for any reason, the employeefeels uncomfortable about making a report to the direct supervisor, the reportshould be made promptly to the head of Human Resources orthe General Counsel.

The Company prohibits retaliation against any individualwho reports discrimination or harassment or participates in an investigation ofsuch reports.  Retaliation against an individual for reporting harassmentor discrimination or for participating in an investigation of a claim ofharassment or discrimination is a serious violation of this policy.

**Confidentiality of Information and Trading in the Company's Stock**

It is a violation of Federal securities laws to buy or sell the Company'ssecurities while in possession of material non-public information or to passsuch information on to another person who trades on that information. Employees are not permitted to trade in the Company's securities while inpossession of material information which has not beenpublicly disclosed.  Examples of this type of information includeearnings, projections,thesettlement of major lawsuits, changes in executive management and potentialmergers, acquisitions or business combinations.  Employeesare also prohibited from passing this information on to othersexcept to other employees to the extent necessary for the conduct of theCompany's business and except where disclosure is legally mandated**.** Ifyou are in doubt as to whether certain information falls into this category,you should contact NUI's General Counsel.

In addition to information which is material and non-public, as discussedabove, employees also become aware of information concerning the Company, its business and its customers inthe course of performing their jobs that does not fit this category.  Allinformation which could be helpful to a competitor, harmfulto the Company or which is otherwise confidential in nature relating to theCompany, its employees, customers, vendors and investors must be kept instrictest confidence and not disclosed to others except toother employees to the extent necessary for the conduct of the Company'sbusiness and except where disclosure is legally mandated**.** Because a significant amount of confidential information is maintained withinthe Company's computer systems, the Company maintains policies and proceduresdesigned to safeguard the security of the systems and the information containedwithin the systems.   All employees are required to comply with thesepolicies and procedures and to take reasonable steps to protect thisinformation. 

In addition, should you come into possession of information about one of theCompany's competitors and you believe that the information is material andconfidential, you should contact the General Counsel. The Company may have certain obligations and be subject to certain restrictionsconcerning this information. 

**GENERAL PRINCIPLES**

**Contacts with Governmental Officials**

Certain employees have contact with government officials as part of theirjob functions through lobbying activities, interaction with regulatory agenciesand commercial relations with government agencies and elected officials.Employees who do not perform such job functions are not authorized to representthe Company to government officials. In addition, the Company prohibits thegiving of gifts or gratuities of any kind to a government official or employeesof the utility commission of any state in which the Company operates. Thisprohibition extends to employees of organizations working on behalf of suchcommissions. This provision does not preclude political activities that areexpressly authorized by state law.

**Procurement of Goods and Services on Behalf of the Company**

All decisions related to the purchasing of products and services must bebased upon honest and ethical judgment and supported byappropriate business and financial justifications.  Employees are requiredto apply objective and fair criteria when choosing the suppliers of productsand services for the Company.  Such criteria should include, among otherthings, quality, price, service, the reputation of the provider and anyprevious experience which the Company has had with the provider.  Thefinancial condition, safety record and other factors applicable to a proposedvendor may be appropriate for consideration, depending upon the nature of theproposed relationship and the products or services to be provided. The Companymaintains policies and procedures governing the purchasing of goods andservices and those instances when the Company must obtain bids fromvendors.  Employees are required to comply with these policies andprocedures.  All questions concerning the procurement of goods andservices on behalf of the Company should be referred to the Supply ChainManagement Department.

**Bribes and Kickbacks**

In selecting vendors to provide goods and services for the Company, it iscritical that the Company maintain the highest standards ofhonesty and ethical behavior so that the Company's motivation in selectinga particular vendor will withstand close scrutiny.  Accordingly, employeesare prohibited from offering, giving, soliciting or receiving any form of bribeor kickback.  Included among the prohibited activities is the acceptanceof anything of value from a vendor that could be considered by others as an attemptto influence the selection process or an attempt to reward an employee for aparticular selection. Employees are further prohibited from using theirposition with the Company to obtain personal favors or special considerationfrom any other party, including customers, vendors, other employees orinvestors.

**Acceptance and Offer of Gifts and Invitations**

Employees are prohibited from accepting gifts from firms, companies andindividuals with which the Company does business when the gift is providedbecause of that business relationship.  The only exceptions to thisprohibition are promotional or other items of nominal value or gifts givenduring the holidays or in connection with attendance at a meeting, conferenceor convention with a value of no more than $100.  All gifts received whichdo not meet these standards should be returned to the giver with an appropriateexplanation.  Giving gifts to others by employees, other than those of thetype and value described above and those that may be provided at Company-sponsoredevents (except as provided under "Contacts WithGovernment Officials"), is also prohibited.  

Except as provided under "Contacts With Government Officials",employees may extend and accept invitations to meals, social and entertainmentevents for reasonable and customary business purposes.  Discretion must beused by employees not to abuse this ability, since excessive entertaining orexcessive acceptance of such invitations by employees is inappropriate, unlesssuch activities are a necessary part of the employee's job function.

Employees are permitted to attend conferences and conventions which do notinvolve the payment of expenses by either the sponsor of the event or by a firmor company that provides products or services to the Company.

The acceptance of invitations to conferences and/or conventions where theexpenses of the attendees are being partially or fully paid by the sponsor or afirm or company that provides goods or services to the Company should only bepermitted if the event is one that furthers the Company's business purposes andis generally open to members of the Company's industry.  The acceptance ofsuch invitation must be approved by the employee's immediate supervisor and theofficer responsible for supervision of the employee's department or businessunit.  Unless specifically approved by the officer responsible forsupervision of the employee's department or business unit, the cost oftraveling to and/or from the conference or convention should be paid by the Companyand no reimbursement should be received from the sponsor or a vendor.

**Company Records**

Maintaining the integrity of records is essential tomeeting the Company's legal and regulatory obligations.  Each employee ofthe Company is responsible for the honesty and accuracy of the Company'srecords.  With this in mind, allinformation andtransactions which are recorded in the Company's books and records must bereported accurately and completelyand in a timelymanner.  All financial transactions must be reported in accordance withthe Company's internal control policies and procedures.  Employees areprohibited from creating misleading records and filing false or misleadingexpense and other reports.  

**Full and Fair Disclosure**

The Company is committed to full, fair, accurate, timelyand understandable disclosure in reports and documents that the Company fileswith, or submits to, the Securities and Exchange Commission and in other publiccommunications made by the Company.  Moreover, the Company is committed tomaintaining disclosure controls and procedures and internal financial controlsand procedures that gather accurate information (financial and other) forpublic disclosure.  This necessitates that the information that issupplied to the Company by employees be accurate, complete and notmisleading.  Therefore, each employee has a duty to comply with theCompany's disclosure controls and procedures and financial controls andprocedures so that complete and accurate information (financial and other) is reportedto the Disclosure Review Committee to ensure full, fair, accurate, timelyand understandable disclosure in the Company's public filings and other publiccommunications.  

**Improperly Influencing Audits**

No employee of the Company shall take any action, or causeany other person acting under the direction of such employee, including,without limitation, customers, vendors, creditors or advisors of the Company,to take any action, to, directly or indirectly, fraudulently influence, coerce,manipulate, or mislead any accountant engaged in the performance of an audit orreview of the financial statements of the Company that are required to bepublicly disclosed if it is reasonable to believe that such action would resultin the Company's financial statements being materially misleading.  Suchaction would include offering or paying bribes, providing an auditor withmisleading legal analysis or threatening to cancel or canceling existing auditor non-audit engagements.

**Misuse of Company Funds and Assets**

The use of Company funds or assets for any wrongful or unlawful purpose isprohibited.  In addition, no payment on behalf of the Company shall bemade with the intention that any part of the payment is to be diverted from thepurpose stated in the documentation supporting the payment.

All employees have an obligation to protect the Company's assets (tangibleand intangible) and ensure their efficient use.  The theft of Companyproperty or services is illegal and strictly prohibited.  Among otherthings, this prohibition applies to the copying, for use other than by theCompany, of computer software which is licensed or owned by the Company. In addition, the destruction of Company property, except pursuant to policy(such as the Records Retention Policy) is prohibited.   

**Fair Dealing**

Each employee must endeavor to deal fairly with theCompany's customers, suppliers, competitors and other employees, shareholdersand business partners.  No employee shall take unfair advantage of anyonethrough manipulation, concealment, abuse of privileged or confidentialinformation, misrepresentation, fraudulent behavior or any other unfair dealingpractice.   

**CONFLICTS OF INTEREST**

The Company is committed to the highest standards of professional andpersonal conduct.  Every employee owes a duty of loyalty to the Company byvirtue of accepting employment.  This duty of loyalty requires allemployees to act with honesty andintegrityat all times and in a manner which is in the best interests of the Company. 

A conflict of interest occurs when an employee's privateinterest interferes in any way, or even appears to interfere, with theinterests of the Company as a whole.  A conflict situation can arise when an employee takes actionsor has interests that may make it difficult to perform his or her Company work objectively and effectively.  Conflicts ofinterests also arise when an employee or a member of theemployee's family receives improper personal benefits as a result of theemployee's position in the Company.  Loans to,or guarantees of obligations of such persons are of specialconcern.  Therefore, an employee must avoid anyaction which may involve, or may appear to involve, aconflict of interest with the Company.  If any employee believes that heor she may have a conflict of interest, or that another employee may have aconflict of interest, or if the employee is aware of anymaterial transaction or relationship that reasonably could be expected to giverise to a conflict of interest, the employee mustdisclose such conflict or potential conflict promptly toNUI's General Counsel.  If the employee feels thatreporting the conflict of interest or potential conflict of interest to NUI'sGeneral Counsel would not be appropriate because such person is the potentiallyconflicted individual or for any other reason, thenthe report should be to the head of Human Resources. Set forth below are general guidelines to assist employees in determiningwhether a situation constitutes a conflict of interest or a potential conflictof interest. 

**Outside Employment and Other Activities**

The Company recognizes that employees have many activities outside of workand it encourages the involvement of employees in their localcommunities.   This Code permits employees to engage in legitimateand lawful activities outside of the Company, including outside employment,provided that the following conditions are satisfied:

--      the activity will not adversely affect theemployee's performance of his or her duties and responsibilities at work andwill be conducted outside of regular work hours;

--     if the activity isof a nature that could present the potential for a conflict of interest, asdescribed above, prior approval of NUI's General Counsel must be obtained;

--    if the activity involves outsideemployment, the employment cannot be with or for the benefitof any organization, or any entity that is part of an organization, thatcompetes directly with the Company;

--    if the activityinvolves outside employment, it must be disclosed to the employee's supervisorand

--    if the outsideactivity is membership on the Board of Directors of a for-profit ornot-for-profit organization, prior authorization must be obtained from theGeneral Counsel.  

The Company often changes its lines of business. Therefore, it is unlikely that you will be able to find definitive answers tomany of your questions regarding the boundaries of acceptable outsideactivities within this Code.  It is the employee's responsibility tocontact his or her supervisor or NUI's General Counsel to determine whether ornot the employee's planned activity is appropriate.  This should be donebefore the employee pursues any such activity. 

**Interests in Other Businesses or Transactions**

Conflicts of interest may arise when an employee or relatives of an employeehave a financial or management interest in a firm or company that suppliesproducts or services to the Company or has an interest in a transactioninvolving the Company.  The Company must be made aware of any situation inwhich an employee or relatives of an employee have a financial or otherinterest in businesses that do business, or competewith, the Company or in any transactions to which the Company is a party. If an employee or relatives of the employee serve as an employee or have aninvestment in such a business or an interest in any such transaction, theserelationships must be reported to the General Counsel.  Ownershipinterests in publicly-held companies must be reported if the ownership interestof the employee, when added to the ownership interest of the employee'srelatives, equals or exceeds one percent of the outstanding voting stock of thecompany.

**Corporate Opportunities **

Employees are prohibited from (i) taking for themselvespersonally opportunities that are discovered through the use of the Company'sproperty or information or the employee's position, (ii) using the Company'sproperty or information or the employee's position for personal gain and (iii)competing with the Company.  Employees have a duty to the Company toadvance its legitimate interests when the opportunity to do so arises.  

**CORPORATE CITIZENSHIP**

The Company is committed to serving not only the customers of itsbusinesses, but the communities in which it operates.  The Company helpsto fulfill this commitment in the following ways:

**Corporate Contributions**

The Company maintains a corporate contributions policy that providesfinancial and other assistance to non-profit organizations and other institutionsin the communities in which the Company operates.  The policy prohibitsthe coercion of employees to contribute to any charitable or fund-raisingcampaign.

**Political Contributions**

The Company may, from time to time, participate in politics and governmentto the extent permitted by law.  

**Lobbying**

Federal law and the law of most states provides specific guidelines anddisclosure requirements for the expenditure of corporate resources that areintended to influence the outcome of governmental decision-making.  TheCompany is committed to compliance with all laws and regulations relating tolobbying activities. 

**Office Holding**

The Company encourages its employees to exercise their right to participatein the governmental process.  These activities, however, must notinterfere with the employee's ability to fulfill his or her duties andresponsibilities to the Company or otherwise conflict with this Code.

**Administration**

This Code shall be administered under the direction of the Nominating andCorporate Governance Committee of the Company's Board of Directors.

The General Counsel shall be responsible for implementing thisCode and for reporting to the Committee on issues which arise under this Code.

Every employee shall be required to acknowledge receipt of thisCode.  Periodically, the Company will distribute the Code and seekconfirmation from employees that the Code has been received and reviewed. Reports of violations of this Code should be made promptly to the individualsidentified in this Code and may be made in person, by telephone, in writing orby email.

Questions concerning this Code should be referred toyour supervisor, the head of Human Resources or NUI'sGeneral Counsel unless this Code specifically directs thatyou refer a particular question to a designated individual.