AGREEMENTand RELEASE

This Agreement is made and entered into by and between Robert F.Lurie (the "Employee") and NUI Corporation (hereinafter"NUI") and any of its predecessors, successors, parent corporations,subsidiaries, affiliates, operating divisions and each of its employees,stockholders, officers and directors (hereinafter collectively referred to asthe "Company").

WHEREAS, NUI and the Employee wish to enter into this Agreement toreflect the terms and conditions of the termination of the Employee'semployment with NUI and to provide the Employee with compensation and benefitsin addition to those which he would otherwise be entitled to receive inconnection with that termination;

NOW, THEREFORE, in consideration of the mutual promises andcovenants contained herein, it is agreed as follows:

The Employee's employment with the Company will terminateeffective December 31, 2003.

2. (a) Commencing April 1, 2003 through December 31, 2003, theCompany shall pay to Employee a sum equal to $132,150.00, representing nine (9)months of salary payable in accordance with the Company's bi-weekly payrollprocess less applicable withholdings conditional upon execution and compliancewith this Agreement. Employee agrees to pay whatever taxes, if any, that may bedue on his behalf with respect to the payments made pursuant to this Agreementand he agrees to indemnify and hold the Company harmless with respect to anyamounts which should have been paid by him. Company agrees to pay theappropriate taxing authorities for all amounts withheld from Employee'sbi-weekly installments and Company agrees to indemnify and hold Employeeharmless with respect to any amounts which should have been paid.

(b) During the period nom the date of this Agreement throughDecember 31, 2003, the Employee shall not be required to perform his regularduties but may be required, as needed by NUI and upon reasonable notice to theEmployee, to consult with NUI with respect to his former areas ofresponsibility. Employee agrees to use his best efforts to assist the Companyin connection with the preparation and defense, including but not limited topersonal appearances and testimony, of any claim, action or litigation in whichthe Company is, or may become, a party and which relates in any way to mattersor actions within the possible scope of Employee's responsibilities while inthe employment of Company, including the Company's TIC-related claims. TheCompany agrees to reimburse Employee for reasonable and necessary out of pocketexpenses during the Severance period. Thereafter, Company will reimburseEmployee at the rate of $150.00 per hour, not to exceed $1500.00 per day inaddition to reimbursing him for reasonable and necessary out of pocket expensesincurred while assisting the Company. Employee further agrees that he willadvise the Company immediately upon becoming aware of any claim or litigationconnected in any way to the Company in which he is required or requested toappear as a witness or made a party.

(c) The Company shall provide continued participation in Companyemployee benefit plans, including the Employees' Retirement Plan of NUICorporation (the "Pension Plan"), and the NUI Savings and InvestmentPlan (the "Savings Plan"), as well as plans providing life insurance,supplemental life insurance, disability, medical, hospitalization, dental,prescription drug, vision care and MERP coverage ("Medical Benefits")through December 31,. 2003 at the level previously designated by the Employee,on substantially the same terms as in effect as of the date of this Agreement(except to the extent that the Company may change or modify such benefitsgenerally for active employees).

(d) The Company shall provide for the executive outplacementprogram at Right Management Consultants.

(e) The Employee shall be permitted to use the 2003 Infiniti G35automobile currently leased through Gelco Corp. on behalf of the Employee. TheCompany shall make all lease payments and pay all expenses including insurance,fuel and maintenance until December 31, 2003 in accordance with the Company'spolicy for corporate officer leased vehicles. On December 31, 2003, Employeeshall return said vehicle to the Company or he may purchase said vehicle fromthe leasing company. In the event Employee elects to purchase said vehicle,Employee shall be responsible for all transfer, sales and use taxes andregistration fees.

(f) Employee has been granted 5,750 shares of restricted stockpursuant to certain restricted stock grant agreements dated as of November1999, 2000, 2001, and 2002 which have not vested as of the date of thisAgreement (the "Employee's Unvested Shares"). Company shall vest 90%of Employee's Unvested Shares, or 5,175 shares, to Employee at January 1,2004.

(g) Company shall continue to provide the Employer match ofEmployee's contribution to the Savings Plan until the Employee's voluntaryseparation date of December 31, 2003.

3. Employee's accrued benefits under Company's Pension and SavingsPlans as well as the NUI Deferred Compensation Plan shall be paid to him inaccordance with the Plans.

4. The Company shall have the right to terminate the Employee'semployment for cause at any time prior to December 31, 2003. The term causeshall mean:

(a) Conduct on the Employee's part intended to injure theCompany's business or reputation,

(b) The Employee's conviction of any crime related to hisemployment or special assignment;

(c) Any other material breach of the terms of this Agreement.

5. During the term of this Agreement, the Company will respond toinquiries regarding the Employee's employment by stating that his position waseliminated. The Employee shall not, during the term of his employment orthereafter, make any disparaging statements against or about the Company, orany of its predecessors, successors, or affiliates companies or their officers,directors, agents, or employees.

6. Except for any claim relating to this Agreement, the Employeehereby knowingly and voluntarily agrees to waive, release and discharge theCompany from all claims or causes of action, known or unknown, that he may haveor claim to have against the Company from his initial date of employment withthe Company to the date of Employee's execution of this Agreement, includingbut not limited to, any and all claims arising out of or in any way connectedwith the Employee's employment with the Company or the voluntary separationfrom that employment. The claims released include, but are not limited to, anyand all claims arising under the United States Constitution or theconstitutions of any state; any and all common law claims, including claims forwrongful discharge, constructive discharge, breach of any express or impliedcontract arising under any handbook, manual, policy, or practice, breach of anyimplied covenant of good faith and fair dealing, violation of any publicpolicy, defamation, emotional distress, fraud, negligence, tortiousinterference with contract or prospective economic advantage, humiliation,punitive damages, all claims for compensatory damages, including, but notlimited to back pay, front pay, bonuses, awards, fringe benefits,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, theEmployee 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. The employee alsoreleases any and all claims arising under any Executive Order and any claimsderived from or based upon any federal or state regulations.

7. The Employee agrees and understands that he shall not disclosenor cause to be disclosed any trade secret, or confidential or proprietarybusiness information of the Company, including but not limited to, technicaldata and information, marketing plans, customer lists or identities,prospective customers, cost and pricing information, sources for designs, orsources of supplies, materials, goods or services to the Company or the cost orterms therefore, and the Employee represents that he has returned to theCompany all property and documents belonging to it, with the exception of the2003 Infiniti G35 automobile, which the Employee shall use in accordance withparagraph 2(e). Employee shall return the 2003 Infiniti G35 automobile on orbefore December 31, 2003 unless he elects to purchase said vehicle inaccordance with the terms of2(e)~ Employee may continue to use the cellulartelephone provided to him through the salary continuation period with a $50.00per month allowance to be paid by the Company. All charges in excess of $50.00per month shall be paid by Employee. The Employee further agrees andunderstands that he shall not solicit or encourage anyone doing business withthe Company to cease doing business with it, or solicit or encourage anyone toleave the employ of the Company.

8. The Employee represents that he has not filed any charge, claimor complaint of any kind against the Company. Except for any claim relating tothis Agreement, the Employee further covenants and represents that he will notfile any lawsuit or initiate any action seeking personal recovery or personalinjunctive relief against the Company with respect to any matter from hisinitial date of employment with the Company to the date of Employee's executionof this Agreement, including but not limited to, his employment with theCompany or the voluntary separation from that employment. Nothing contained inthis paragraph shall prohibit the Employee from (a) bringing any action toenforce the terms of this Agreement; (b) filing a timely charge or complaintwith the Equal Employment Opportunity Commission ("EEOC")regardingthe validity of this Agreement; (c) filing a timely charge or complaint withthe EEOC or participating in any investigation or proceeding conducted by theEEOC regarding any claim of employment discrimination (although the Employee haswaived any right to personal recovery or personal injunctive relief inconnection with any such charge or complaint).

9. The Employee agrees to maintain in confidence, and not todisclose or cause to be disclosed, the terms of this Agreement. It shall not beconsidered a breach of this obligation of confidentiality for the Employee tomake disclosure to his immediate family (who shall then be expressly advisedof, and also be bound by, the same requirement of confidentiality), or for theEmployee of the Company to make disclosures in order to obtain private andconfidential tax or financial advice or to respond to any inquiry from anygovernmental entity or agency regarding a tax filing.

10. The Employee acknowledges and represents that the onlyconsideration he received for executing this Agreement is that set forthherein, which is in addition to any benefits to which the Employee is entitled.No other promise, inducement, threat, agreement or understanding of any kind ordescription has been made with or to the Employee by the Company to cause himto agree to the terms of this Agreement. This Agreement constitutes the entireunderstanding between the Employee and the Company relating to his employmentwith the Company and/or his voluntary separation from that employment. ThisAgreement supersedes and cancels all prior written and oral agreements andunderstandings with respect to the subject matter of this Agreement and withrespect to the subject matter of this Agreement and with respect to theEmployee's employment with the Company.

11. The Employee hereby acknowledges that by this Agreement theCompany is advising him in writing that he should consult with an attorneyprior to executing this Agreement. The Employee states that he has had theopportunity to read, review, and consider all of the provisions of thisAgreement; that the Employee understands its provisions and its binding effecton him; and that the Employee is entering into this Agreement freely,voluntarily, and without duress or coercion.

12. The Employee understands that he has forty-five (45) calendarsdays which to consider this Agreement before signing it. The Employee alsounderstands that after signing this Agreement he may revoke his signaturewithin seven (7) calendar days by delivering written notification of thatrevocation marked "personal and confidential" to James Van Horn, Esq.Chief Administrative Officer, General Counsel and Secretary at NUI Corporation,550 Route 202-206, Bedminster, New Jersey 07921-0760..

13. It is understood and agreed that the consideration to beprovided to the Employee pursuant to this Agreement will not become payableuntil seven (7) days have passed from the date of the execution of thisAgreement by the Employee, at which point in time the Employee will no longerbe able to revoke his signature and this Agreement will become binding andeffective.

14. In the event any term, condition or provision of thisAgreement, in whole or in part, is declared by any court of competentjurisdiction to be illegal, void or invalid, all other terms, conditions andprovisions of this Agreement shall remain in full force and effect to the sameextent as if that part declared illegal, void, or invalid, had never beenincorporated in this Agreement, and shall continue to be binding upon theparties hereto.

15. The Employee and the Company understand and agree that thisAgreement shall be governed by the laws of the State of New Jersey except tothe extent that federa11aw may be applicable to any matter arising hereunder.

16. The Employee represents that he has carefully read and fullyunderstands all of the provisions of this Agreement; that the Employee has beenencouraged to review this Agreement with an attorney of his choice; and thatthe Employee is voluntarily executing this Agreement.

                                                                                    NUICORPORATION

/S/ Robert F. Lurie                                                        By: /S/ James Van Horn                                                                                                Chief AdministrativeOfficer

Dated:  May 23, 2003