**AGREEMENT AND GENERAL RELEASE**

            ThisAgreement and General Release is made and entered into this 27th day ofJanuary, 2004, by and between **A. Mark Abramovic** (hereinafter referred toas "Employee") and NUI Corporation, and each of its predecessors, successors,parent corporations, subsidiaries, affiliates, operating divisions and each oftheir employees, stockholders, officers and directors (hereinafter collectivelyreferred to as the "Company").

            **Whereas**, the employment of A. Mark Abramovic willterminate effective January 31, 2004;

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

1.  Employeeand the Company hereby agree and recognize that Employee shall resign from allemployee and non-employee positions with the Company effective January 31,2004; that Employee's employment shall thereby be permanently severed, and thatthe Company shall have no obligation to re-employ Employee in the future. 

2.  Insettlement of all claims released under this Agreement and General Release, theCompany hereby agrees to provide Employee with the following consideration, towhich he hereby acknowledges that he would not otherwise be entitled:  

a)   Inaccordance with and subject to the provisions of paragraph 12 hereof, theCompany agrees to pay Employee a lump-sum payment in the amount of$1,200,000.00.  Employee agrees to paywhatever taxes, if any, that may be due on his behalf with respect to thepayments made pursuant to this Agreement and General Release, and he agrees toindemnify and hold the Company harmless with respect to any amounts whichshould have been paid by him, subject to the Company's obligations underparagraph 13 hereof.

b)   Employeeand his qualified beneficiaries will be eligible to elect medical, dental,prescription drug and vision care continuation coverage in accordance withSection 4980B of the Internal Revenue Code of 1986, as amended ("COBRA"),commencing February 1, 2004.  In theevent Employee, and Employee's qualified beneficiaries, if applicable, soelects COBRA continuation coverage, the Company will waive Employee's COBRApremium payments through the last day of August 2004.  Instead, Employee may elect to participate in the Company'sretiree medical benefits plan, in which case the Company will waive Employee'spremium payments thereunder through the last day of August 2004.  If, at the time that the above-mentionedpremium payments cease to be waived in accordance with this paragraph 2(b),Employee (and his qualified beneficiaries) elects to continue any COBRA orretiree medical coverage for which he may be eligible, Employee shall beresponsible for the premium payments for such coverage.  Also, as promptly as practicable followingJanuary 31, 2004, the Company will, at Employee's election, transfer toEmployee all life insurance policies held by the Company on Employee's life andEmployee will assume all premium payments therefor.

c)   Employeehas been granted 2,500 shares of unvested restricted stock pursuant to theCompany's Stock Option and Stock Award Plan. The Company shall vest 100% of said unvested shares, effective as ofJanuary 31, 2004.

d)   TheCompany will provide Employee with outplacement services through RightManagement Consultants for one year.  Inthe event Employee elects not to use Right Management Consultants, the Companywill pay for outplacement services at an alternative provider, *provided*that the cost to the Company of such services does not exceed $15,000.00.

e)   Inaccordance with the Company's policies, the Company will pay Employee forfloating holidays, vacation and sick time, in each case unused and accrued asof January 31, 2004.

f)    Employeemay continue to use his current Company vehicle, under the financial terms inthe existing lease and Company policy, through February 29, 2004, on which dateEmployee shall return such vehicle to the Company.

Payment or provision of all payments and benefits described in this paragraph2 shall be conditioned upon the execution and effectiveness of this Agreementand General Release and Employee's compliance with the terms and conditionsthereof.

3. Employee shall cooperate with, and assist the Company inconnection with any matter with which Employee was involved or any existing orpotential claim, investigation, administrative proceeding, lawsuit or otherlegal or business matter relating to any issues which arose during Employee'semployment with the Company as requested by the Company, upon reasonableadvance notice by the Company.  It isunderstood that such cooperation and assistance will not interfere withEmployee's new employment or business and will have to be coordinated inadvance with the Company and Employee. The Company agrees to reimburse Employee for reasonable and necessaryout-of-pocket expenses incurred in connection with such cooperation and/orassistance prior to August 31, 2004. Thereafter, the Company will reimburse Employee at the rate of $200.00per hour, not to exceed $2,000.00 per day, for such cooperation and/orassistance if more than incidental time periods are required, and the Companywill reimburse Employee for reasonable and necessary out-of-pocket expensesincurred while providing such cooperation and/or assistance. 

4. Thetext of the press release announcing Employee's separation from the Company, asit relates to Employee, shall be substantially as set forth in ***ScheduleA***attached hereto.  The Companywill not make any statements concerning the termination of Employee'semployment with the Company that are inconsistent with such press release ormake any disparaging statements against or about Employee or Employee's term ofservice with the Company.  Employee willnot make any disparaging statements against or about the Company, or any of itspredecessors, successors, or affiliated companies or their officers, directorsor employees.  Nothing contained in thisAgreement will limit or restrict the ability of Employee or the Company to makeany statement or to provide information or testimony regarding the other partyin connection with regulatory or legal process, pursuant to securities laws orthe rules of any stock exchange, or to any potential acquiror of the Company.

5.  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 the Companyfrom the beginning of time through the execution of this Agreement and GeneralRelease, 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; any and all claims arising under that certainletter agreement, dated September 26, 1999, between Employee and the Company orany other agreement, written or oral, between Employee and the Company; theUnited States Constitution or the constitutions of any state; any and allcommon law claims, including claims for 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,retaliation, fraud, negligence, tortious interference with contract orprospective economic advantage, humiliation, personal injury, damage to name orreputation, liquidated damages, punitive damages, all claims for compensatorydamages, including, but not limited to backpay, front pay, bonuses, awards,stock options, severance pay, reinstatement, retroactive seniority, pensionbenefits and all claims for attorneys' fees and costs; any and all claimsarising under any federal, state or local law, including but not limited toTitle VII of the Civil Rights Act of 1964, the civil Rights Act of 1866, theCivil Rights Act of 1991, the Age Discrimination in Employment Act, the OlderWorkers Benefit Protection Act, the Employee Retirement Income Security Act of1974, the Americans With Disabilities Act, the Rehabilitation Act, the Familyand Medical Leave Act of 1993, the Sarbanes-Oxley Act, the New Jersey LawAgainst Discrimination, the New Jersey Conscientious Employee Protection Act,and the New Jersey Family Leave Act; and any and all claims arising under anyExecutive Order and any claims derived from or based upon any federal or stateregulations.  The foregoing to thecontrary notwithstanding, this Agreement and General Release shall not waive orrelease any of Employee's rights (a) with regard to accrued benefits under anyemployee benefit plan maintained by the Company, which accrued benefits shallbe paid or provided in accordance with the terms of the applicable plan, or (b)to indemnification in accordance with Article X of the Company's Amended andRestated Certificate of Incorporation.

6.  Employeeagrees and understands that he shall not disclose nor cause to be disclosed anytrade secret, or confidential or proprietary information of the Company, includingbut not limited to, technical data and information, marketing plans, customerlists or identities, prospective customers, cost and pricing information,sources for designs, or sources of supplies, materials, goods or services tothe Company or the cost or terms thereof. Employee represents and warrants that he has returned to the Company allproperty and documents belonging to it, including, without limitation, thesoftware, printer(s), files, records, identification and credit cards, keys andany other Company property or equipment in his possession and control.  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.

7.  Employee represents that he has not filed any charge, claim orcomplaint of any kind against the Company, and Employee further covenants andrepresents that he will not file any lawsuit or initiate any action seekingpersonal recovery or personal injunctive relief against the Company withrespect to any matter, including but not limited to, his employment with theCompany or the termination of that employment. Nothing contained in this paragraph shall prohibit Employee from (a) bringingany action to enforce the terms of this Agreement and General Release; (b)filing a timely charge or complaint with the Equal Employment OpportunityCommission ("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 regarding any claim ofemployment discrimination (although Employee has waived any right to personalrecovery or personal injunctive relief in connection with any such charge orcomplaint); or (d) filing any action to enforce the Company's or any insurer'sobligation under Article X of the Company's Amended and Restated Certificate ofIncorporation or otherwise to indemnify and defend Employee in connection withany action or proceeding to which he is a party or witness by virtue of havingbeen an officer, director or employee of the Company. The Company confirms thatit will indemnify Employee pursuant to and to the extent provided in Article Xof the Company's Amended and Restated Certificate of Incorporation.  In addition to such indemnification, theCompany will continue to maintain directors' and officers' liability insurancethat covers Employee in respect of the period of his employment with theCompany substantially similar to the directors' and officers' liabilityinsurance carried by the Company as of the date hereof, subject only to suchchanges affecting all executive officers and directors of the Company generally.

8.  Employee and the Company agree to maintain in confidence, andnot to disclose or cause to be disclosed, the terms of this Agreement andGeneral Release.  It shall not beconsidered a breach of this obligation of confidentiality for Employee to makedisclosures to his immediate family (who shall then be expressly advised of,and also be bound by, the same requirement of confidentiality) or for Employeeto make disclosures in order to obtain private and confidential legal, tax orfinancial advice or to respond to any inquiry from any governmental entity oragency regarding a tax filing (and the recipient of such disclosures shall thenbe expressly advised of, and also be bound by, the same requirement ofconfidentiality).  It shall not be considereda breach of the obligation of confidentiality under this paragraph 8 for theCompany or Employee to make disclosures to regulatory agencies, pursuant tosecurities laws or the rules of any stock exchange, pursuant to court process,or to any potential acquiror of the Company.

9.  Employee acknowledges and represents that the onlyconsideration he received for executing this Agreement and General Release isthat set forth herein, which is in addition to any benefits to which Employeeis entitled.  No other promise,inducement, agreement or understanding of any kind or description has been madewith or to Employee by the Company to cause him to agree to the terms of thisAgreement and General Release.

10.  Employee hereby acknowledges that by this Agreement andGeneral Release the Company is advising him in writing that he should consultwith an attorney prior to executing this Agreement and General Release.  Employee states that he has had theopportunity to read, review, and consider all of the provisions of thisAgreement and General Release; that Employee understands its provisions and itsbinding effect on him; and that Employee is entering into this Agreement andGeneral Release freely, voluntarily, and without duress or coercion.

11.  Employee understands that he has forty-five (45)calendar days within which to consider this Agreement and General Releasebefore signing it and further acknowledges that in the event that Employeeexecutes this Agreement and General Release prior to the expiration of suchforty-five (45) day period, Employee hereby waives the balance of saidperiod.  Employee also understands thatafter signing this Agreement and General Release he may revoke his signaturewithin seven (7) calendar days by delivering written notification of that revocationmarked "personal and confidential" to Albert J. Ganter, NUI Corporation, 550Route 202/206, Bedminster, NJ 079120760, with a copy to Neil Mullin,Esq., Smith Mullin (as Escrow Agent), 240 Claremont Avenue, Montclair, NewJersey 07042.

12.             (a)  It is understood and agreed that, notwithstanding anything to the contrary set forth inthis Agreement and General Release, theconsideration to be provided to Employee pursuant to this Agreement and GeneralRelease will not become payable to Employee untilseven (7) days have passed from the date of the execution of this Agreement andGeneral Release by Employee (the dateof executionof this Agreement and General Release by Employee being referred to as the "ExecutionDate" and the date on which such consideration shall become payable toEmployee being referred to as the "Settlement Date"), at which point in time Employee will no longer be able torevoke his signature and this Agreement and General Release will become bindingand effective.  If this Agreement andGeneral Release is revoked by Employee prior to the Settlement Date, then Employee shall forfeit all of the payments andbenefits provided herein, and the Company shall not be required to provide anysuch payments or benefits or other consideration.

(b)  On the Execution Date, the Company shall deliverto the law firm of Smith Mullin (the "Escrow Agent") an aggregate of$1,200,000 in cash (the "Escrow Amount"), by wire transfer ofimmediately available funds to the account or accounts identified by the EscrowAgent to the Company in writing prior to the Execution Date, and such cashshall be accepted by the Escrow Agent and placed into a separateinterest-bearing escrow account (the "Escrow Account") with aninstitution the deposits in which are insured by an agency of the United States;provided that interest accruing thereon shall constitute part of the EscrowAmount.  If the Escrow Agent shall nothave received any written notification of revocation of Employee's signature inrespect of this Agreement and General Release prior to the Settlement Date,then, subject to no further conditions, on the first business day after theSettlement Date, the Escrow Agent shall disburse the entire Escrow Amount toEmployee.  If the Escrow Agent shallhave received written notification of revocation of Employee's signature inrespect of this Agreement and General Release prior to the Settlement Date,then, subject to no further conditions, on the first business day after receiptof such written notification by the Escrow Agent, the Escrow Agent shalldisburse the entire Escrow Amount to the Company.

(c)  In the event of a dispute between theparties hereto, the Escrow Agent shall, in its discretion, be entitled totransfer to a court of competent jurisdiction all amounts then held in theEscrow Account and, upon such transfer and upon the commencement of appropriateproceedings therein in the nature of interpleader, the Escrow Account shall bedeemed dissolved.

(d)  Acceptance by the Escrow Agent of its dutiesunder this Agreement and General Release is subject to the following terms andconditions, which all parties hereby agree shall govern and control the rights,duties and immunities of the Escrow Agent:

            (i) The duties and obligations of the Escrow Agent shall be determinedsolely by the express provisions of this Agreement and General Release and theEscrow Agent shall not be liable except for the performance of such duties andobligations as are specifically set forth in this Agreement and GeneralRelease.   

(ii) The Escrow Agent shall not be responsible in any manner for the validityor sufficiency of any property delivered hereunder or for any representationsmade or obligations assumed by any party other than the Escrow Agent.  Nothing herein contained shall be deemed toobligate the Escrow Agent to deliver any cash or any other property referred toherein unless the same shall have first been received by the Escrow Agentpursuant to this Agreement and General Release.

(iii)  Employee and the Company, jointly and severally, willindemnify the Escrow Agent for, and hold it harmless against, any loss,liability or expense, including but not limited to counsel fees, incurredwithout bad faith, gross negligence, fraud or intentional misconduct on thepart of the Escrow Agent arising out of or in conjunction with its acceptanceof, or the performance of its duties and obligations under this Agreement andGeneral Release as well as the costs and expenses of defending against anyclaim or liability arising out of or relating to this Agreement and GeneralRelease. 

(iv) The Escrow Agent shall be fully protected in acting on and relying uponany written notice, direction, request, waiver, consent, receipt or other paperor documents which the Escrow Agent in good faith believes to have been signedand presented by the proper party or parties.

(v) The Escrow Agent shall not be liable for any error of judgment, or forany act done or step taken or omitted by it in good faith or for any mistake inact or law, or for anything which it may do or refrain from doing in connectionherewith, except its own bad faith, gross negligence, fraud or intentionalmisconduct.

(vi)       Theparties agree that should any dispute arise with respect to the payment,ownership or right of possession of the Escrow Account, the Escrow Agent isauthorized and directed to proceed in accordance with paragraph 12(c) or retainin its possession, without liability to anyone, except for its bad faith,willful misconduct or gross negligence, all or any part of the Escrow Accountuntil such dispute shall have been settled either by mutual agreement by theparties concerned or by the final order, decree or judgment of a court or othertribunal of competent jurisdiction in the United States, and a notice executedby the parties to the dispute or their authorized representatives shall havebeen delivered to the Escrow Agent setting forth the resolution of thedispute.  The Escrow Agent shall beunder no duty whatsoever to institute, defend or partake in such proceedings.

(e)  The agreements set forth in paragraphs12(c), (d) and (e) shall survive the termination of this Agreement and GeneralRelease and the payment of all amounts hereunder.

13.  If Employee notifies the Company in writing that any paymentsmade to Employee under this Agreement and General Release other than under thisparagraph 13 (the "Payments") are subject to the excise tax imposed by Section4999 of the Internal Revenue Code of 1986, as amended, then, only if and to theextent that the Company agrees that any such excise tax is payable, and the Companyhas determined in its discretion that any amounts payable by the Company underthis paragraph 13 will be paid to the appropriate taxing authorities, theCompany will indemnify Employee for any such tax, and any related interest orpenalties, other than interest or penalties resulting from Employee's badfaith, negligence, fraud or intentional misconduct, payable by Employee suchthat the amount retained by Employee, after payment of the excise tax on thePayments and any federal, state or local taxes and additional excise tax on theindemnification payment, but not on the Payments, will be equal to thePayments; *provided*, *however*, that if the Company and Employeecannot agree whether or not such excise tax is payable by Employee, suchdetermination shall be made by the Company; *provided further*, *however*,that such excise tax shall be considered payable for this purpose upon theearlier to occur of (a) a final determination by the Internal Revenue Service(the "IRS") addressed to Employee or the Company which is not contested incourt or (b) a final determination by the United States Tax Court or otherFederal court of competent jurisdiction affirming such determination by theIRS, to the effect that such excise tax is payable.

14.  In the event any term, condition or provision of thisAgreement and General Release, in whole or in part, is declared by any court ofcompetent jurisdiction to be illegal, void or invalid, all other terms,conditions and provisions of this Agreement and General Release shall remain infull force and effect to the same extent as if that part declared illegal, voidor invalid, had never been incorporated in this Agreement and General Release,and shall continue to be binding upon the parties hereto.

15.  Employee and the Company understand and agree that thisAgreement and General Release shall be governed by the laws of the State of NewJersey except to the extent that federal law may be applicable to any matterarising hereunder.

16.  This Agreement and General Release binds the heirs, administrators,representatives, executors, successors, and assigns of Employee and theCompany, and will inure to the benefit of Employee and the Company and theirrespective heirs, administrators, representatives, executors, successors, andassigns.

17.  The understandings set forth herein (including *Schedule A*)represent the complete agreement between Employee and the Company with respectto the subject matter hereof.  Employeehas not relied upon any other agreements, understandings or representationsexcept to the extent specifically set forth herein.  This Agreement and General Release may not be amended, altered ormodified except by the mutual agreement of Employee and the Company, evidencedin writing executed by Employee and the Company and specifically identified asan amendment to this Agreement and General Release.  

18.  This Agreement and General Release may be executed as separatecounterparts, each of which, when so executed and delivered, shall be anoriginal document, but all of which shall together constitute one and the sameinstrument.  

19.  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/her choice; and that Employee is voluntarily executing thisAgreement and General Release.

                                                                                   NUI CORPORATION

By:  /S/ A. MARK ABRAMOVIC                              By:      /S/ BERNARD S. LEE            A. Mark Abramovic                                        NAME:     Bernard S. Lee                                                                                    TITLE:     Chairman                                                                                                     Compensation Committee

                                                                                    

Dated:  1/27/04                                                            Dated: 1/27/04

Acceptedand Agreed to as of this 28th day of January 2004:

SMITHMULLIN        

By:  /S/ NEIL MULLINNAME:  Neil MullinTITLE:   Partner