**M E M O R A ND U M**

** **

**TO:**            NUICorporation and NUI Utilities Syndicate Members

**FROM:**          StephenJ. Hoffman                       FleetNational Bank, Agent

**DATE:**           August9, 2002

**RE:**            CreditAgreement among NUI Corporation ("NUI Corporation"), FleetNational Bank, as Agent, PNC Bank, National Association, as Syndication Agent,First Union National Bank, as Documentation Agent, and others, dated as ofDecember 19, 2001 (the "NUI Corporation Credit Agreement") 

**                       **Credit Agreementamong NUI Utilities, Inc. ("NUI Utilities"), Fleet NationalBank, as Agent, PNC Bank, National Association, as Syndication Agent, FirstUnion National Bank, as Documentation Agent, and others, dated as of December19, 2001 (the "NUI Utilities Credit Agreement")

            As youknow, the NUI Corporation Credit Agreement and the NUI Utilities CreditAgreement (collectively, the "Credit Agreements") each containcovenants restricting the creation, incurrence, assumption or sufferance ofIndebtedness (as such term is defined in the Credit Agreements), subject tocertain permitted exceptions.  

            Due tothe current historically low interest rate environment, NUI Corporation and NUIUtilities (collectively, the "Companies") are reviewing thepossibility of entering into certain transactions that would constitute HedgingObligations (as such term is defined in the Credit Agreements).  Since such transactions are currentlyprohibited by the Credit Agreement, the Companies have requested that Section5.13 of each Credit Agreement be amended to provide that Indebtedness incurredin connection with Hedging Obligations on debt in an amount not to exceed anaggregate notional value of $75,000,000 per fiscal year be permitted.  Amending such indebtedness covenants topermit such a basket for Indebtedness in connection with Hedging Obligationsrequires the consent and approval of Required Lenders under each of the CreditAgreements. This request does not allow for an increase in the dollar value ofany debt but would allow the Companies, should they decide to, to take advantageof a favorable movement in interest rates (to effect, for example, afixed-to-floating interest rate swap). Fleet supports this request.

           Please let me know by the close of business on Monday,August 19, 2002 whether you have any issues with the indebtedness covenantscontained in Section 5.13 of each Credit Agreement being amended to permitIndebtedness in connection with Hedging Obligations in an aggregate amount notto exceed a notional value of $75,000,000 per fiscal year.  Please direct any questions you may have tome by e-mail at stephen_j_hoffman@fleet.com orby telephone at (617) 434-6520 or to Phillip Lynch at phillip_lynch@fleet.comor by telephone at (617) 434-8843. 

If you are in agreement with this amendment, please indicate your consentby signing in the space below provided for your signature.  Please fax your signature page to me at(617) 434-3652 by the close of business on Monday, August 19, 2002.  In addition, please send your three originalsignature pages to me via overnight mail for delivery by Tuesday at 100 FederalStreet, Mail Stop: MA DE 10008A, Boston, Massachusetts  02110.  The signatures of the Required Lenders and the Companies hereto shall besufficient to effect the amendment to the Credit Agreements described herein,effective as of August 19, 2002.  Thankyou for your prompt attention and cooperation.

                       Agreed toand acknowledged as of August                        19,2002 by:

**FLEET NATIONAL BANK**, as Agent and as a Lender under each of theabove-referenced Credit Agreements

By:    /S/  STEPHEN J. HOFFMAN

     Name:  Stephen J.Hoffman

     Title:    VicePresident

**PNC BANK, NATIONAL ASSOCIATION**, as Syndication Agent and as aLender under each of the above-referenced Credit Agreements

By:    /S/  JANIS L. TUCKER

     Name:  Janis L. Tucker

     Title:    VicePresident

**FIRST UNION NATIONAL BANK**, as Documentation Agent and as a Lenderunder each of the above-referenced Credit Agreements

By:  /S/  JEFFREY R. STOTTLER

     Name:  Jeffrey R.Stottler

     Title:

**BANK OF TOKYO-MITSUBISHI TRUST COMPANY**,as a Lender under each of the above-referenced Credit Agreements

By:  /S/  NICHOLAS R. BATTISTA

     Name:  Nicholas R. Battista

      Title:  VP and Manager

**CITIZENS BANK**, as a Lender under each of the above-referencedCredit Agreements

By:  /S/  MICHAEL OVELLET

      Name:  Michael Ovellet

      Title:  Vice President

**CIBC INC.**, as a Lender under each of the above-referenced CreditAgreements

By:  /S/  NORA Q. CATIIS

      Name:  Nora Q. Catiis

      Title:  Authorized Signatory

**MELLON BANK, N.A.**, as a Lender under eachof the above-referenced Credit Agreements

By:  /S/  CHARLES E.FRANKENBERRY

      Name:  Charles E. Frankenberry

      Title:  Vice President

**NUI CORPORATION**

By:  /S/  ROBERT F. LURIE

      Name:  Robert F. Lurie

      Title:  Vice President, Corporate

                Development & Treasurer

**NUI UTILITIES, INC.**

By:  /S/  JAMES R. VAN HORN

      Name:  James R. Van Horn

      Title:   Secretary