**AGREEMENT AND GENERAL RELEASE**

** **

This Agreement and General Release is made and entered intothis 1st day of October, 2003, by and between Michael J. Behan (hereinafter,referred to as "Employee") and NUI Corporation (hereinafter "NUI") and anyof its predecessors, successors, parent corporations, subsidiaries, affiliates,operating divisions, and each of their employees, stockholders, officers anddirectors (hereinafter, collectively referred to as the "Company").

**WHEREAS**, NUI and Employee wish to enter into thisAgreement to reflect the terms and conditions of the termination of Employee'semployment with NUI and to provide Employee with compensation and benefits, aslegal consideration, in addition to those which he would otherwise be entitledto receive in connection with that termination. 

**NOW, THEREFORE**, in consideration of the mutualpromises and covenants contained herein, it is agreed as follows:

1.   Employee shallretire from the Company effective July 22, 2003; Employee's employment will bepermanently severed and the Company has no obligation to reemploy Employee inthe future.

2.   In settlement ofall claims released under this Agreement and General Release, the Companyhereby agrees to provide Employee in addition to any payments or benefits he isalready entitled to receive, with the following consideration, to which hehereby acknowledges that he would not otherwise be entitled:

a)     CommencingAugust 1, 2003 through September 30, 2005, a sum equal to $360,000.00, inseverance pay representing one (1) month of pay for each of twenty-five (25)years of service, payable in accordance with Company's bi-weekly payrollprocess.  Payment of severance shall beconditioned upon execution and compliance with this Agreement and GeneralRelease. Employee agrees to pay taxes, if any, that may be due on his behalfwith respect to any and all payments made pursuant to this Agreement andGeneral Release and he agrees to indemnify and hold the Company harmless withrespect to any taxes which should have been paid by him. The Company agrees topay the appropriate taxing authorities for all amounts withheld from Employee'sbi-weekly installments and the Company agrees to indemnify and hold Employeeharmless with respect to any amounts that were withheld on behalf of Employeebut not remitted to the appropriate taxing authorities. 

b)     CommencingOctober 1, 2005, Employee shall receive a monthly payment of $ 2,426.80representing a temporary supplemental benefit of $1,417.00 and an earlyretirement reduction adjustment of $1,009.80. On July 1, 2008, the temporarysupplemental benefit shall cease, and the early retirement reduction adjustmentalone shall continue. The temporary supplemental benefit and the earlyretirement reduction adjustment are conditioned upon Employee's execution ofand compliance with this Agreement and General Release.

c)      Duringthe period from the date of this Agreement and General Release throughSeptember 30, 2005, or until severance payments under this Agreement andGeneral Release cease, Employee shall be required as needed by NUI and uponreasonable notice to Employee, to consult with NUI with respect to his formerareas of responsibility.  It isunderstood that such cooperation will not interfere with Employee's newemployment or business and would have to be coordinated in advance with Companyand Employee.  Employee agrees tocooperate fully with and to assist the Company in connection with thepreparation and defense, including but not limited to personal appearances andtestimony, of any claim, action or litigation in which the Company is, or maybecome, a party and which relates in any way to matters or actions within thepossible scope of Employee's responsibilities while in the employment of theCompany. The Company agrees to reimburse Employee for reasonable and necessaryout of pocket expenses prior to discontinuation of severance payments.  Thereafter, Company will reimburse Employeeat the rate of $150.00 per hour, not to exceed $1,500.00 per day in addition toreimbursing him for reasonable and necessary out of pocket expenses incurredwhile assisting the Company. Employee further agrees that he will advise theCompany immediately upon becoming aware of any claim or litigation connected inany way to the Company in which he is required or requested to appear as awitness or made a party.  Company alsofurther agrees that it will advise Employee immediately upon becoming aware ofany claim or litigation connected in any way to the Employee in which he isrequired or requested to appear as a witness or made a party.

d)     Companyshall provide to Employee $12,500.00 in ordinary income in lieu of executiveoutplacement services.

e)     Employeemay continue to use his current Company vehicle**,**under the financialterms in the existing lease and Company policy, for as long as he continues toreceive severance payments under Section 2 (a) of this Agreement and GeneralRelease. Employee may elect to retain his current Company vehicle at the timeseverance payments cease. The value of the vehicle at the conclusion of theexisting lease shall be treated as imputed income to the employee.

f)       Employee has been granted 6,126 shares of restricted stockpursuant to grant agreements dated as of November 1999, 2000, 2001 and 2002,which have not vested as of the date of this Agreement and General Release("Employee's Unvested Shares"). The Company shall vest all of Employee'sUnvested Shares to Employee. Shares may be exchanged for cash and cash proceedsmay be either paid in one lump sum, or in 25 equal monthly installmentscommencing 8-1-03. The value of NUI shares will be the value of NUI stock as ofthe date of termination.

3.    Inconsideration of the Company's payments and undertakings as set forth in thisAgreement and General Release, Employee hereby knowingly and voluntarily agreesto waive, release and discharge the Company from all claims or causes ofaction, known or unknown, that he may have or claim to have against theCompany, including but not limited to, any and all claims arising out of or inany way connected with Employee's employment with the Company or thetermination of that employment.  Theclaims released include, but are not limited to, any and all claims arisingunder the United States Constitution or the constitutions of any state; any andall common-law claims, including claims or wrongful discharge, constructivedischarge, breach of an express or implied contract arising under any handbook,manual, policy, or practice, breach of an implied covenant of good faith andfair dealing, violation of any public policy, defamation, emotional distress,fraud, negligence, tortious interference with contract or prospective economicadvantage, humiliation, punitive damages, all claims for compensatory damages,including, but not limited to backpay, front pay, bonuses, awards,reinstatement, retroactive seniority, pension benefits and all claims forattorneys' fees and costs; any and all claims arising under any federal, stateor local law, including but not limited to Title VII of the Civil Rights Act of1964, the Civil Rights Act of 1866, the Civil Rights Act of 1991, the AgeDiscrimination in Employment Act, the Older Workers Benefit Protection Act,Employee Retirement Income Security Act of 1974, the Americans WithDisabilities Act, the Rehabilitation Act, the Family and Medical Leave Act of1993, the New Jersey Law Against Discrimination, the New Jersey ConscientiousEmployee Protection Act, and the New Jersey Family Leave Act.  Employee also releases any and all claimsarising under any Executive Order and any claims derived from or based upon anyfederal or state regulations.

4.   Employee agreesand understands that he shall not disclose nor cause to be disclosed any tradesecrets, or confidential or proprietary business information of the Company, includingbut not limited to, technical data and information, marketing plans, customerlists or identities, prospective customers, costs and pricing information,source for designs, or sources of supplies, materials, goods or services to theCompany or the cost or terms thereof, and Employee represents that he hasreturned to the Company all property and documents belonging to it.  Employee further agrees and understands thathe shall not solicit or encourage anyone doing business with the Company tocease doing business with it, or solicit or encourage anyone to leave theemploy of the Company.

5.   Employeerepresents and warrants that he has returned to the Company personalcomputer(s), software, printer(s), files, records, identification and creditcards, keys and any other Company property in his possession or control.Employee may retain two cellular telephones and the responsibility for servicecharges will be transferred to Employee effective August 1, 2003.  During the term of the Agreement and GeneralRelease, Employee shall not make any disparaging statements against or aboutthe Company, or any of its predecessors, successors, or affiliated companies ortheir officers, directors, agents or employees.

6.   Employeerepresents that he has not filed any charge, claim or complaint of any kindagainst the Company, and Employee further covenants and represents that he willnot file any lawsuit or initiate any action seeking personal recovery orpersonal injunctive relief against the Company with respect to any matter,including but not limited to, his employment with the Company or thetermination of that employment.  Nothingcontained in this paragraph shall prohibit Employee from (a) bringing anyaction to enforce the terms of this Agreement and General Release; (b) filing atimely charge or complaint with the Equal Employment Opportunity Commission("EEOC") regarding the validity of this Agreement and GeneralRelease; (c) filing a timely charge or complaint with the EEOC or participatingin any investigation or proceeding conducted by the EEOC or regarding any claimof employment discrimination (although Employee has waived any right topersonal recovery or personal injunctive relief in connection with any suchcharge or complaint).

7.  Employee agreesto maintain in confidence, and not to disclose or cause to be disclosed, theterms of this Agreement and General Release. It shall not be considered a breach of this obligation ofconfidentiality for Employee to make disclosure to his immediate family (whoshall then be expressly advised of; and also be bound by, the same requirementof confidentiality), or for Employee to make disclosures in order to obtainprivate and confidential tax or financial advice or to respond to any inquiryfrom any governmental entity or agency regarding tax filing.

8.   Employeeacknowledges and represents that the only consideration he received forexecuting this Agreement and General Release is that set forth herein, which isin addition to any benefits to which Employee is entitled.  No other promise, inducement, threat,agreement or understanding of any kind or description has been made with or toEmployee by the Company to cause him to agree to the terms of this Agreementand General Release. A document entitled, "Summary of Severance Benefits" isattached hereto as Exhibit 1 for the purpose of summarizing the legalconsideration detailed in this Agreement and General Release. In the event ofany contradiction or discrepancy, the plain language of this Agreement and GeneralRelease shall be deemed controlling. Also attached as Exhibits are Exhibit 2,Employee's Retirement Plan of NUI Corporation -Election of Form of Payment;Exhibit 3, Lump Sum Withholding Election Form; Exhibit 4, Rollover ElectionForm Waiver; and Exhibit 5, NUI Corporation Supplemental Retirement PlanEstimate.

9.     Employeehereby acknowledges that by this Agreement and General Release the Company isadvising him in writing that he should consult with an attorney prior toexecuting this Agreement and General Release. Employee states that he has had the opportunity to read, review, andconsider all of the provisions of this Agreement and General Release freely,voluntarily, and without duress or coercion.

10.    Employeeunderstands that he has forty-five (45) calendar days within which to considerthis Agreement and General Release before signing it.  Employee also understands that after signing this Agreement andGeneral Release he may revoke his signature within seven (7) calendar days bydelivering written notification of that revocation marked "personal andconfidential" to Thomas W. Williams, Vice President, Human Resources, NUICorporation, 550 Route 202/206, Bedminster, NJ, 07921-0760.

11.   It isunderstood and agreed that the consideration to be provided to Employeepursuant to this Agreement and General Release will not become payable untilseven (7) days have passed from the date of the execution of this Agreement andGeneral Release by Employee, at which point in time Employee will no longer beable to revoke his signature and this Agreement and General Release will becomebinding and effective.

12.    In the eventany term, condition or provision of this Agreement and General Release, inwhole or in part, is declared by any court of competent jurisdiction to beillegal, void or invalid, all other terms, conditions and provisions of thisAgreement and General Release shall remain in full force and effect to the sameextent as if the part declared illegal, void or invalid, had never been incorporatedin this Agreement and General Release, and shall continue to be binding uponthe parties hereto.

13.     Employee andthe Company understand and agree that this Agreement and General Release shallbe governed by the laws of the State of New Jersey except to the extent thatfederal law may be applicable to any matter arising hereunder.

14.            Employee represents that he has carefully read and fullyunderstands all of the provisions of this Agreement and General Release; thatEmployee has been encouraged to review this Agreement and General Release withan attorney of his choice; and that Employee is voluntarily executing thisAgreement and General Release.

                                                                        NUICorporation

/S/ MICHAEL J. BEHAN                              /S/THOMAS W. WILLIAMS     Michael J. Behan                                           Thomas W. Williams                                                                           Vice President, Human Resources

1 October 2003                                                  October3, 2003       Date                                                                    Date