<PAGE>

EXHIBIT 10.5

                SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT

            THIS AGREEMENT is entered into as of the ____ day of
________________ by and between NEW JERSEY RESOURCES CORPORATION, a corporation
of New Jersey (hereinafter called the "Company"), and ______________
(hereinafter called the "Employee").

                                   WITNESSETH

            WHEREAS, the Employee is employed by the Company and is presently
(title) ;

            WHEREAS, the Company desires to continue to employ the Employee as a
key employee;

            WHEREAS, the Company desires to enter into this Agreement with the
Employee as a part of his/her employment agreement or arrangement as an
incentive for his/her continued loyal service to the Company.

            NOW, THEREFORE, in consideration of the premises and of the
covenants and agreements herein set forth, and for other good and valuable
consideration, the receipt whereof is hereby acknowledged, the parties hereto do
covenant and agree as follows:

      1.    It is agreed that the Employee shall retire from active employment
            with the Company upon the last day of the month in which his/her
            65th birthday occurs; provided however, that with the consent of the
            Board of Directors of the Company, the Employee may remain in active
            employment after his/her 65th birthday. In either event, the word
            "retirement" as used in this Agreement shall refer to the actual
            retirement of the Employee from active employment at or after
            his/her 65th birthday, and that no benefits shall be paid to the
            Employee under this Agreement until such actual retirement from
            active employment with the Company, except as otherwise provided
            herein.

      2.    The Company agrees that following the Employee's retirement at or
            after attainment of age 65, it will pay to the Employee the sum of
            ____________ ($________) (hereinafter referred to as the "Deferred
            Compensation Benefit"), payable in sixty (60) monthly installments.
            The installments shall be paid upon the first day of each calendar
            month commencing with the month next following the date of such
            retirement, and shall continue until the aggregate of such payments
            equal the Deferred Compensation Benefit, at which time such monthly
            installments shall terminate. In the event that the Deferred
            Compensation Benefit has not been fully paid to the Employee during
            his/her lifetime following his/her retirement, the balance of such
            monthly installments shall be paid to his/her designated beneficiary
            as provided in Paragraph 11 hereof. In no event shall any
            distribution occur earlier than permitted under Section 409A of the
            Internal Revenue Code.

      3.    In the event that the Employee dies while in active employment with
            the Company but prior to retirement, and such death is due to a
            cause other than suicide, the Company shall pay a Death Benefit in
            the amount of ______________ ($___________) to his/her designated
            beneficiary, in sixty (60) equal monthly installments. The
            installments shall be paid on the first day of each calendar month
            commencing with the month following the date of death,

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            and shall continue until such Death Benefit has been fully paid. If
            the Employee commits suicide, the Company shall not be obligated to
            pay any portion of the Death Benefit or any increases in such
            benefit granted herein or by any amendment to this Agreement made
            within two (2) years next preceding the date of death, but such
            portion of the Death Benefit as was granted or accrued under this or
            any similar prior agreement for deferred compensation with the
            Company more than two (2) years before the death by suicide shall be
            paid in the manner provided above.

      4.    No deferred compensation or other benefits shall be payable
            hereunder to the Employee, or to any other person in the event the
            employment relationship between the Employee and the Company is
            terminated within six (6) years from the date hereof for any reason
            other than by death, or by retirement of the Employee at or after
            attainment of age 65. In the event that the employment relationship
            between the Employee and the Company continues for a period of at
            least six (6) years from the date hereof, and is thereafter
            terminated for any reason other than by death, prior to his/her
            retirement at or after attainment of age 65, the Company will pay to
            the Employee the Cumulative Termination Benefit for the year in
            which such termination occurs, as shown in Schedule A which is
            attached hereto and made a part hereof (hereinafter referred to as
            the "Applicable Cumulative Termination Benefit"), in sixty (60)
            equal monthly installments payable on the first day of each calendar
            month, commencing with the month following the date on which the
            Employee shall attain the age of 65.

      5.    If the Employee dies after termination of employment as provided in
            Paragraph 4 above, and before any or all of the applicable
            Cumulative Termination Benefit has been paid to him, then such
            Cumulative Termination Benefit, or the balance of installments
            thereof as the case may be, shall be paid to his/her designated
            beneficiary in sixty (60) equal monthly installments (less the
            number of installments previously paid, if any), payable on the
            first day of each calendar month commencing with the month following
            the date of death, until the applicable Cumulative Termination
            Benefit shall have been paid in full.

      6.    Notwithstanding anything to the contrary contained in the original
            Agreement or in any amendment thereto, it is hereby agreed that upon
            the occurrence of a Change In Control (as defined herein), the
            Employee shall immediately become fully vested in the Deferred
            Compensation Benefit set forth in Paragraph 2 of this Agreement, or
            in the then most recent amendment thereto (whichever amount is
            greater), and that in the event the Employee's employment is
            thereafter terminated for any reason or if the Employee resigns for
            any reason, said Deferred Compensation Benefit shall be paid to the
            Employee in sixty (60) equal monthly installments payable on the
            first day of each calendar month commencing with the month following
            the date of termination, until the applicable Cumulative Termination
            Benefit shall have been paid in full. In the event that the Employee
            dies after termination of employment pursuant to this Paragraph 6,
            and before any or all of the Deferred Compensation Benefit has been
            paid to him, then such Deferred Compensation Benefit, or the balance
            of installments thereof, as the case may be, shall be paid to
            his/her designated beneficiary in sixty (60) equal monthly
            installments (less the number of installments previously paid, if
            any), payable on the first day of each calendar month commencing
            with the month following the date of death, until the applicable
            Cumulative Termination Benefit shall have been paid in full.

      7.    For the purposes of this Agreement, a "Change In Control" shall be
            deemed to have occurred if:

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<PAGE>

            (i)   Any Person (as defined below) has acquired, "beneficial
                  ownership" (within the meaning of Rule 13d-3, as promulgated
                  under Section 13(d) of the Securities Exchange Act of 1934, as
                  amended (the "Exchange Act")) of securities of the Company
                  representing fifty percent (50%) or more of the combined
                  Voting Power (as defined below) of the Company's securities;
                  or

            (ii)  Within any 24-month period, the persons who were directors of
                  the Company immediately before the beginning of such period
                  (the "Incumbent Directors") shall cease (for any reason other
                  than death) to constitute at least a majority of the Board or
                  the board of directors of any successor to the Company,
                  provided that any director who was not a director at the
                  beginning of such period shall be deemed to be an Incumbent
                  Director if such director (A) was elected to the Board by, or
                  on the recommendation of or with the approval of, at least
                  two-thirds of the directors who then qualified as Incumbent
                  Directors either actually or by prior operation of this
                  Section 2(a)(ii) and (B) was not designated by a person who
                  has entered into an agreement with the Company to effect a
                  Corporate Event, as described in Section 2(a)(iii); or

            (iii) The stockholders of the Company approve a merger,
                  consolidation, share exchange, division, sale or other
                  disposition of all or substantially all of the assets of the
                  Company (a "Corporate Event"), as a result of which the
                  shareholders of the Company immediately prior to such
                  Corporate Event shall not hold, directly or indirectly,
                  immediately following such Corporate Event a majority of the
                  Voting Power of (x) in the case of a merger or consolidation,
                  the surviving or resulting corporation, (y) in the case of a
                  share exchange, the acquiring corporation or (z) in the case
                  of a division or a sale or other disposition of assets, each
                  surviving, resulting or acquiring corporation which,
                  immediately following the relevant Corporate Event, holds more
                  than 10% of the consolidated assets of the Company immediately
                  prior to such Event.

      8.    Notwithstanding anything else herein to the contrary, payments of
            benefits hereunder caused by the termination of employment
            (including death) of the Employee may be delayed for a period of no
            more than six (6) months following such termination of employment,
            if the Employee is determined to meet the definition of a "Specified
            Employee," but only if such delay in payment is required in order to
            comply with the requirements of Section 409A of the Internal Revenue
            Code. "Specified Employee" means a key employee, as defined in
            Section 416 (i) of the Internal Revenue Code, of the Company and its
            affiliates.

      9.    Any dispute or controversy arising out of or in connection with the
            interpretation or application of the provisions of paragraphs 6 or 7
            of this Agreement shall be settled exclusively by arbitration in
            accordance with the rules of the American Arbitration Association
            then in effect and the applicable law of the State of New Jersey
            pertaining to the arbitration of disputes, and judgment may be
            entered on the arbitrator's award in any court having jurisdiction.
            All costs and expenses of such arbitration, including the reasonable
            counsel fees, costs and expenses incurred by the Employee in either
            prosecuting or defending the arbitration proceeding, shall be borne
            and paid by the Company.

      10.   It is agreed that neither the Employee nor any other person shall
            have any right to commute, bequeath, pledge, sell, assign, transfer,
            levy upon or otherwise encumber the rights to receive any payments
            hereunder, which payments and the rights thereto are expressly
            declared to be

                                       3
<PAGE>

            non-transferable and non-assignable, and in the event of any
            attempted disposition of such payments or rights in violation hereof
            the Company shall have no further liability hereunder.

      11.   The Employee shall designate in writing, to be annexed hereto, one
            or more beneficiaries to whom the benefits in the event of his/her
            death shall be paid pursuant to paragraphs 2, 3, 5 or 6 hereof. In
            the absence of such designation, or in the event no designated
            beneficiary survives the Employee, then any such benefits shall be
            payable in like manner to the Employee's executor or administrator.
            In the event of the death of all designated beneficiaries after
            commencement but prior to completion of payment of the installments
            of benefits, the balance thereof shall be payable in like manner to
            the executor or administrator of the last surviving beneficiary.

      12.   This Agreement shall be binding upon the parties hereto, and upon
            the heirs, executors, administrators, or other personal
            representatives and designated beneficiaries of the Employee, and
            upon the successors and assigns of the Company.

      13.   During the lifetime of the Employee, this Agreement may be amended
            or terminated at any time or times, in whole or in part, by the
            mutual written agreement of the Employee and the Company.

      14.   This Agreement shall be executed in duplicate, each copy of which
            when executed and delivered shall be an original, but both copies
            shall, together, constitute one and the same instrument.

            IN WITNESS WHEREOF, the parties hereto have caused these presents to
be duly executed in their respective name and their respective seals to be
hereunto affixed and attested, the day and year first above written.

NEW JERSEY RESOURCES CORPORATION

________________________________        Date: ______________________
LAURENCE M. DOWNES
Chairman & CEO

________________________________        Date: ______________________
Witness


________________________________        Date: ______________________
EMPLOYEE

________________________________        Date: ______________________
Witness

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<PAGE>

                           DESIGNATION OF BENEFICIARY

      I hereby designate the following person (or persons) as my beneficiary (or
beneficiaries) to whom the benefits provided hereunder in the event of my death
shall be paid pursuant to this Agreement:

   Name:                         ___________________________________

   Address:                      ___________________________________
                                 ___________________________________

   Relationship to Employee:     ___________________________________

DATED:______________________________

SIGNED:_____________________________
                (employee)

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<PAGE>

                                (EMPLOYEE'S NAME)

                             EFFECTIVE _____________

<TABLE>
<CAPTION>
                                   SCHEDULE "A"
                              CUMULATIVE TERMINATION
YEAR         AGE                     BENEFIT
<S>          <C>              <C>
1998                                    $
1999                                    $
2000                                    $
2001                                    $
2002                                    $
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
</TABLE>

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