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EXHIBIT 10.4

                        NEW JERSEY RESOURCES CORPORATION

                OFFICERS' DEFERRED COMPENSATION PLAN - PRE-409A

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                        NEW JERSEY RESOURCES CORPORATION

                 OFFICERS' DEFERRED COMPENSATION PLAN - PRE-409A

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1.   Purposes ........................................................................................   1

2.   Definitions......................................................................................   1

3.   Administration...................................................................................   2

4.   Participation....................................................................................   3

5.   Deferrals........................................................................................   3

6.   Deferral Accounts................................................................................   4

7.   Settlement of Deferral Accounts..................................................................   6

8.   Provisions Relating to Section 162(m) of the Code................................................   6

9.   Statements.......................................................................................   7

10.  Sources of Stock:  Limitation on Amount of Stock-Denominated Deferrals...........................   7

11.  Amendment/Termination............................................................................   7

12.  General Provisions...............................................................................   7

13.  Effective Date...................................................................................   9
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                        NEW JERSEY RESOURCES CORPORATION

                 OFFICERS' DEFERRED COMPENSATION PLAN - PRE-409A

      1. PURPOSES. The purpose of this Deferred Compensation Plan (the "Plan")
is to provide certain members of a select group of management or highly
compensated employees of New Jersey Resources Corporation (the "Company") and
its Affiliates a means to defer receipt of specified portions of compensation
and to have such deferred amounts treated as if invested in specified investment
vehicles in order to enhance the competitiveness of the Company's executive
compensation program and, therefore, its ability to attract and retain qualified
key personnel necessary for the continued success and progress of the Company.

      2. DEFINITIONS. In addition to the terms defined in Section 1 above, the
following terms used in the Plan shall have the meanings set forth below:

            (a) "Administrator" shall mean the person or persons to whom the
Committee has delegated the authority to take action under the Plan, except as
may be otherwise required under Section 8.

            (b) "Affiliate" shall mean any entity (whether or not incorporated)
which, by reason of its relationship with the Company, is required to be
aggregated with the Company under Section 414(b), 414(c), 414(m) or 414(o) of
the Code, and any joint venture or partnership 10% or more of the profits or
capital interest of which is owned by the Company or an Affiliate.

            (c) "Beneficiary" shall mean any person (which may include trusts
and is not limited to one person) who has been designated by the Participant in
his or her most recent written beneficiary designation filed with the Company to
receive the benefits specified under the Plan in the event of the Participant's
death. If no Beneficiary has been designated who survives the Participant's
death, then Beneficiary means any person(s) entitled by will or, in the absence
thereof, the laws of descent and distribution to receive such benefits.

            (d) "Change in Control" shall be deemed to have occurred if (1)
absent prior approval by the Board of Directors, thirty (30%) percent or more of
the Company's outstanding securities entitled to vote in elections of directors
shall be beneficially owned, directly or indirectly, by any person, entity or
group; or (2) individuals currently constituting the Board of Directors (or the
successors of such individuals nominated by a Board of Directors on which such
individuals or such successors constituted a majority) cease to constitute a
majority of the Board of Directors.

            (e) "Code" shall mean the Internal Revenue Code of 1986, as amended.
References to any provision of the Code or regulation (including a proposed
regulation) thereunder shall include any successor provisions or regulations.

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            (f) "Committee" shall mean the Management Development and
Compensation Committee of the Board of Directors of the Company or any other
directors of the Company designated as the Committee by the Board of Directors
of the Company. Except as may be otherwise required under Section 8 or by
applicable law, any function of the Committee may be delegated to the
Administrator.

            (g) "Deferral Account" shall mean the account or subaccount
established and maintained by the Company for specified deferrals by a
Participant, as described in Section 6. A Deferral Account will be maintained
solely as a bookkeeping entry by the Company to evidence unfunded obligations of
the Company.

            (h) "Deferred Stock" shall mean a right to receive Stock at the end
of a specified deferral period.

            (i) "Disability" shall mean a physical or mental impairment of
sufficient severity such that a Participant is both eligible for and in receipt
of benefits under the long-term disability provisions of the benefit plans of
the Company or its Affiliates, as applicable.

            (j) "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended. References to any provision of the Exchange Act or rule thereunder
shall include any successor provisions or rules.

            (k) "Participant" shall mean any employee of the Company or any
Affiliate who is designated by the Committee as eligible to participate in the
Plan and who makes an election to participate in the Plan.

            (l) "Retirement" shall mean a Participant's voluntary termination of
employment (i) at or after attaining age 65, or (ii) prior to attaining age 65
if such termination is approved in advance by the Committee as constituting
Retirement hereunder.

            (m) "Stock" shall mean New Jersey Resources Corporation Common
Stock, or any other equity securities of the Company designated by the
Committee.

            (n) "Trust" shall mean any trust or trusts established or designated
by the Company to hold Stock or other assets in connection with the Plan;
provided, however, that the assets of such trusts shall remain subject to the
claims of the general creditors of the Company in the event of an insolvency of
the Company. The Company shall be considered "insolvent" for purposes of this
Plan and any Trust if (i) the Company is unable to pay its debts as they become
due, or (ii) the Company is subject to a pending proceeding as a debtor under
the United States Bankruptcy Code.

            (o) "Trustee" shall mean the trustee of a Trust.

            (p) "Trust Agreement" shall mean the agreement entered into between
the Company and the Trustee to carry out the purposes of the Plan, as amended or
restated from time to time.

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      3. ADMINISTRATION.

            (a) Authority. Both the Committee and the Administrator (subject to
the ability of the Committee to restrict the Administrator) shall administer the
Plan in accordance with its terms, and shall have all powers necessary to
accomplish such purpose, including the power and authority to construe and
interpret the Plan, to define the terms used herein, to prescribe, amend and
rescind rules and regulations, agreements, forms, and notices relating to the
administration of the Plan, and to make all other determinations necessary or
advisable for the administration of the Plan. Any actions of the Committee or
the Administrator with respect to the Plan shall be conclusive and binding upon
all persons interested in the Plan, except that any action of the Administrator
will not be binding on the Committee. The Committee and Administrator may each
appoint agents and delegate thereto powers and duties under the Plan, except as
otherwise limited by the Plan.

            (b) Administrator. The Administrator shall be appointed by, shall
remain in office at the will of, and may be removed, with or without cause, by
the Committee. The Administrator may resign at any time. The Administrator shall
not be entitled to act on or decide any matter relating solely to himself or
herself or any of his or her rights or benefits under the Plan. The
Administrator shall not receive any special compensation for serving in his or
her capacity as Administrator but shall be reimbursed for any reasonable
expenses incurred in connection therewith. No bond or other security need be
required of the Administrator in any jurisdiction.

            (c) Limitation of Liability. Each member of the Committee and the
Administrator shall be entitled to, in good faith, rely or act upon any report
or other information furnished to him or her by any officer or other employee of
the Company or any Affiliate, the Company's independent certified public
accountants, or any executive compensation consultant, legal counsel, or other
professional retained by the Company to assist in the administration of the
Plan. To the maximum extent permitted by law, no member of the Committee or the
Administrator, nor any person to whom ministerial duties have been delegated,
shall be liable to any person for any action taken or omitted in good faith in
connection with the interpretation and administration of the Plan.

            (d) Indemnification. To the maximum extent permitted by law, members
of the Committee and the Administrator shall be fully indemnified and protected
by the Company with respect to any action taken or omitted in good faith in
connection with the interpretation or administration of the Plan.

      4. PARTICIPATION. The Administrator will notify each person of his or her
eligibility to participate in the Plan not later than 15 days (or such lesser
period as may be practicable in the circumstances) prior to any deadline for
filing an election form.

      5. DEFERRALS. To the extent authorized by the Committee, a Participant may
elect to defer compensation or awards which may be in the form of cash, Stock,
Stock-denominated awards or other property to be received from the Company or an
Affiliate, including salary, annual bonus awards, long-term awards, shares
issuable on stock option exercise and compensation payable under other plans and
programs, employment agreements or other arrangements, or otherwise, as may be
provided under the terms of such plans, programs and arrangements or as
designated by the Administrator. In addition to such limitation, and any terms
and conditions of deferral set forth under plans, programs or arrangements from
which receipt of the Stock-denominated award or other compensation is deferred,
the Committee may

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impose limitations on the amounts permitted to be deferred and other terms and
conditions of deferrals under the Plan, including minimum and/or maximum periods
of deferral. Any such limitations, and other terms and conditions of deferral,
shall be set forth in the rules relating to the Plan or election forms, other
forms, or instructions published by the Committee and/or the Administrator.

            (a) Elections. Once an election form, properly completed, is
received by the Company, the elections of the Participant shall be irrevocable;
provided, however, that the Committee and/or the Administrator may, in its
discretion, permit a Participant to elect a further deferral of amounts credited
to a Deferral Account by filing a later election form; provided, further, that
any election to further defer amounts credited to a Deferral Account must be
made at least one (1) year prior to the date such amounts would otherwise be
payable.

            (b) Date of Election. An election to defer must be received by the
Administrator prior to the date specified by the Administrator.

      6. DEFERRAL ACCOUNTS.

            (a) Establishment; Crediting of Amounts Deferred. One or more
Deferral Accounts will be established for each Participant, as determined by the
Administrator. The amount of compensation or awards deferred with respect to
each Deferral Account will be credited to such Account as of the date on which
such amounts would have been paid to the Participant but for the Participant's
election to defer receipt hereunder, unless otherwise determined by the
Administrator. Stock-denominated awards deferred with respect to each Deferral
Account will be credited to the Participant's Deferral Account as units of
Deferred Stock, with one share of Stock equal to one unit of Deferred Stock as
opposed to cash amounts valued by reference to the market price of Stock. With
respect to any fractional shares of Stock or Stock-denominated awards, the
Administrator, in its sole discretion, shall pay such fractional shares to the
Participant in cash, credit the Deferral Account with cash in lieu of depositing
fractional shares into the Deferral Account, or credit the Deferral Account with
a fraction of a share calculated to at least three decimal places. The amounts
of hypothetical income and appreciation and depreciation in value of such
Account will be credited and debited to, or otherwise reflected in, such Account
from time to time. Unless otherwise determined by the Administrator, amounts
credited to a Deferral Account shall be deemed invested in a hypothetical
investment as of the date of deferral.

            (b) Hypothetical Investments. Subject to the provisions of Sections
6(c) and 8, amounts credited to a Deferral Account shall be deemed to be
invested, at the Participant's direction, in one or more investment vehicles as
may be specified from time to time by the Administrator. The Administrator may
change or discontinue any hypothetical investment vehicle available under the
Plan in its discretion; provided, however, that each affected Participant shall
be given the opportunity, without limiting or otherwise impairing any other
right of such Participant regarding changes in investment directions, to
redirect the allocation of his or her Deferral Account deemed invested in the
discontinued investment vehicle among the other hypothetical investment
vehicles, including any replacement vehicle.

            (c) Allocation and Reallocation of Hypothetical Investments. A
Participant may allocate amounts credited to his or her Deferral Account to one
or more of the hypothetical investment vehicles authorized under the Plan.
Subject to the rules established by the Administrator, if more than one
hypothetical investment vehicle is provided, a Participant may reallocate
amounts credited to his or her Deferral Account as allowed and provided for by
the

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Administrator. The Administrator may, in its discretion, restrict allocation
into or reallocation by specified Participants into or out of specified
investment vehicles or specify minimum or maximum amounts that may be allocated
or reallocated by Participants.

            (d) Trusts. The Administrator may, in its discretion, establish one
or more Trusts (including sub-accounts under such Trust(s)), and deposit therein
amounts of cash, Stock, or other property not exceeding the amount of the
Company's obligations with respect to a Participant's Deferral Account
established under this Section 6. In such case, the amounts of hypothetical
income and appreciation and depreciation in value of such Deferral Account shall
be equal to the actual income on, and appreciation and depreciation of, the
assets in such Trust(s). Other provisions of this Section 6 notwithstanding, the
timing of allocations and reallocations of assets in such a Deferral Account,
and the investment vehicles available with respect to such Deferral Account, may
be varied to reflect the timing of actual investments of the assets of such
Trust(s) and the actual investments available to such Trust(s).

            (e) Restrictions on Participant Direction. The provisions of Section
6(b), 6(c), and 7(c) notwithstanding, the Administrator may restrict or prohibit
reallocations of amounts deemed invested in specified investment vehicles, and
subject such amounts to a risk of forfeiture and other restrictions, in order to
conform to restrictions applicable to Stock, a Stock-denominated award, or any
other award or amount deferred under the Plan and resulting in such deemed
investment, to comply with any applicable law or regulation, or for such other
purpose as the Administrator may determine is not inconsistent with the Plan.
Notwithstanding any other provision of the Plan to the contrary, amounts
credited as Deferred Stock to a Participant's Deferral Account may not be
reallocated or deemed reinvested in any other investment vehicle, but shall
remain as Deferred Stock until such time as the Deferral Account is settled in
accordance with Section 7.

            (f) Dividend Equivalents. Except as provided in Section 6(d),
dividend equivalents will be credited on Deferred Stock credited to a
Participant's Deferral Account as follows:

            (i) Cash and Non-Stock Dividends. If the Company declares and pays a
      dividend on Stock in the form of cash or property other than shares of
      Stock, then a number of additional shares of Deferred Stock shall be
      credited to a Participant's Deferral Account as of the payment date for
      such dividend equal to (A) the number of shares of Deferred Stock credited
      to the Deferral Account as of the record date for such dividend,
      multiplied by (B) the amount of cash plus the fair market value of any
      property other than shares actually paid as a dividend on each share at
      such payment date, divided by (C) the fair market value of a share of
      Stock at such payment date.

            (ii) Stock Dividends and Splits. If the Company declares and pays a
      dividend on Stock in the form of additional shares of Stock, or there
      occurs a forward split of Stock, then a number of additional shares of
      Deferred Stock shall be credited to the Participant's Deferral Account as
      of the payment date for such dividend or forward Stock split equal to (A)
      the number of shares of Deferred Stock credited to the Deferral Account as
      of the record date for such dividend or split, multiplied by (B) the
      number of additional shares actually paid as a dividend or issued in such
      split in respect of each share of Stock.

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7. SETTLEMENT OF DEFERRAL ACCOUNTS.

            (a) Form of Payment. The Company shall settle a Participant's
Deferral Account, and discharge all of its obligations to pay deferred
compensation under the Plan with respect to such Deferral Account, by payment of
cash or, in the discretion of the Administrator, by delivery of other assets
(including Stock) having a fair market value equal to the amount credited to the
Deferral Account. Notwithstanding any other provision of the Plan to the
contrary, amounts credited as Deferred Stock to a Participant's Deferral Account
shall be settled by delivery of shares of Stock.

            (b) Forfeitures Under Other Plans and Arrangements. To the extent
that Stock or any other award or amount (i) is deposited in a Trust pursuant to
Section 6 in connection with a deferral of Stock, a Stock-denominated award, or
any other award or amount under another plan, program, employment agreement or
other arrangement and (ii) is forfeited pursuant to the terms of such plan,
program, agreement or arrangement, the Participant shall not be entitled to the
value of such Stock and other property related thereto (including without
limitation, dividends and distributions thereon) or other award or amount, or
proceeds thereof.

            (c) Timing of Payments. Payments in settlement of a Deferral Account
shall be made as soon as practicable after the date or dates (including upon the
occurrence of specified events), and in such number of installments, as may be
directed by the Participant in his or her election relating to such Deferral
Account. Irrespective of any elections made by a Participant, the Administrator
may provide that amounts credited to a Participant's Deferral Account may be
paid out in a single lump sum in the event of a Change in Control, the
Participant's termination of employment from the Company or an Affiliate (but
ignoring transfers of employment between or among the Company or any of its
Affiliates), or a termination of the Plan affecting the Participant.

            (d) Financial Emergency and Other Payments. Other provisions of the
Plan (except Section 8) notwithstanding, if, upon the written application of a
Participant, the Committee determines that the Participant has an unforeseen
emergency, the Committee may direct the payment to the Participant of all or a
portion of the balance of a Deferral Account and the time and manner of such
payment, provided that any such withdrawal shall be limited by the Committee to
the amount necessary to meet the emergency. For purposes of this Plan, an
"unforeseen emergency" shall mean an unanticipated emergency caused by an event
beyond Participant's control which would result in severe financial hardship to
Participant if early withdrawal were not permitted.

      8. PROVISIONS RELATING TO SECTION 162(M) OF THE CODE. It is the intent of
the Company that any compensation (including any award) deferred under the Plan
by a person who is, with respect to the year of payout, deemed by the Committee
to be a "covered employee" within the meaning of Code Section 162(m) and
regulations thereunder, which compensation constitutes "qualified
performance-based compensation" within the meaning of Code Section 162(m) and
regulations thereunder or otherwise qualifies for an exemption from Code Section
162(m), shall not, as a result of deferral hereunder, become compensation with
respect to which the Company in fact would not be entitled to a tax deduction
under Code Section 162(m). Accordingly, unless otherwise determined by the
Committee, if any compensation would become so disqualified under Code Section
162(m) as a result of deferral hereunder, the Committee may modify the terms of
such deferral (including by means of accelerated or deferred payouts) in order
to ensure that the compensation would not, at the time of payout, be so
disqualified. Similarly, the Committee may modify the terms of any deferral

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(including by means of accelerated or deferred payouts) relating to compensation
that does not constitute "qualified performance-based compensation" within the
meaning of Code Section 162(m) or otherwise does not qualify for an exemption
from Code Section 162(m) in order to permit the deductibility of such
compensation under Code Section 162(m).

      9. STATEMENTS. The Administrator will furnish statements to each
Participant reflecting the amount credited to a Participant's Deferral Accounts
and transactions therein not less frequently than once each calendar year.

      10. SOURCES OF STOCK: LIMITATION ON AMOUNT OF STOCK-DENOMINATED DEFERRALS.
If shares of Stock are deposited under the Plan in a Trust pursuant to Section 6
in connection with a deferral of a Stock-denominated award under another plan,
program, employment agreement or other arrangement that provides for the
issuance of shares, the shares so deposited shall be deemed to have originated,
and shall be counted against the number of shares reserved, under such other
plan, program or arrangement. Shares of Stock actually delivered in settlement
of Deferral Accounts shall be originally issued shares or treasury shares, in
the discretion of the Committee. If the Committee authorizes deemed investments
in Stock by Participants deferring cash, any shares to be deposited under the
Plan in a Trust in connection with such deemed investments in Stock shall be
solely treasury shares or shares acquired in the market by or on behalf of the
Trust. For this purpose, a total of 200,000 shares of Stock held in treasury by
the Company are hereby reserved for issuance under the Plan, subject to
adjustment to reflect stock splits, stock dividends, and other extraordinary
corporate events resulting in adjustments to the number of shares reserved under
stock option plans of the Company.

      11. AMENDMENT/TERMINATION. The Committee may, with prospective or
retroactive effect, amend, alter, suspend, discontinue, or terminate the Plan at
any time without the consent of Participants, stockholders, or any other person;
provided, however, that, without the consent of a Participant, no such action
shall materially and adversely affect the rights of such Participant with
respect to any rights to payment of amounts credited to such Participant's
Deferral Account. Notwithstanding the foregoing, the Committee may, in its sole
discretion, terminate the Plan (in whole or in part) with respect to one or more
Participants and distribute to such affected Participants the amounts credited
to their Deferral Accounts in a lump sum as soon as reasonably practicable
following such termination.

      12. GENERAL PROVISIONS.

            (a) Limits on Transfer of Awards. Other than by will or the laws of
descent and distribution, no right, title or interest of any kind in the Plan
shall be transferable or assignable by a Participant or his or her Beneficiary
or be subject to alienation, anticipation, encumbrance, garnishment, attachment,
levy, execution or other legal or equitable process, nor subject to the debts,
contracts, liabilities or engagements, or torts of any Participant or his or her
Beneficiary. Any attempt to alienate, sell, transfer, assign, pledge, garnish,
attach or take any other action subject to legal or equitable process or
encumber or dispose of any interest in the Plan shall be void.

            (b) Receipt and Release. Payments (in any form) to any Participant
or Beneficiary in accordance with the provisions of the Plan shall, to the
extent thereof, be in full satisfaction of all claims for the awards or other
compensation deferred and relating to the Deferral Account to which the payments
relate against the Company or any Affiliate, the Committee, or the
Administrator, and the Administrator may require such Participant or

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Beneficiary, as a condition to such payments, to execute a receipt and release
to such effect. In the case of any payment under the Plan of less than all
amounts then credited to an account in the form of Stock, the amounts paid shall
be deemed to relate to the Stock credited to the account at the earliest time.

            (c) Unfunded Status of Awards; Creation of Trusts. The Plan is
intended to constitute an "unfunded" plan for deferred compensation and
Participants shall rely solely on the unsecured promise of the Company for
payment hereunder. With respect to any payment not yet made to a Participant
under the Plan, nothing contained in the Plan shall give a Participant any
rights that are greater than those of a general unsecured creditor of the
Company; provided, however, that the Committee may authorize the creation of
Trusts, including but not limited to the Trusts referred to in Section 6 hereof,
or make other arrangements to meet the Company's obligations under the Plan,
which Trusts or other arrangements shall be consistent with the "unfunded"
status of the Plan unless otherwise determined by the Committee.

            (d) Compliance. A Participant in the Plan shall have no right to
receive payment (in any form) with respect to his or her Deferral Account until
legal and contractual obligations of the Company relating to establishment of
the Plan and the making of such payments shall have been complied with in full.
In addition, the Company shall impose such restrictions on Stock delivered to a
Participant hereunder and any other interest constituting a security as it may
deem advisable in order to comply with the Securities Act of 1933, as amended,
the requirements of any stock exchange or automated quotation system upon which
the Stock is then listed or quoted, any applicable state securities laws, any
provision of the Company's Certificate of Incorporation or Bylaws, or any other
law, regulation, or binding contract to which the Company is a party.

            (e) Other Participant Rights. No Participant shall have any of the
rights or privileges of a stockholder of the Company under the Plan, including
as a result of the crediting of Stock-denominated units or other amounts to a
Deferral Account, or the creation of any Trust and deposit of such Stock
therein, except at such time as Stock may be actually delivered in settlement of
a Deferral Account. No provision of the Plan or transaction hereunder shall
confer upon any Participant any right to be employed by the Company or an
Affiliate, or to interfere in any way with the right of the Company or an
Affiliate to increase or decrease the amount of any compensation payable to such
Participant. Subject to the limitations set forth in Section 12(a) hereof, the
Plan shall inure to the benefit of, and be binding upon, the parties hereto and
their successors and assigns.

            (f) Tax Withholding. The Company and any Affiliate shall have the
right to deduct from amounts otherwise payable in settlement of a Deferral
Account any sums that federal, state, local or foreign tax law requires to be
withheld with respect to such payment. Shares may be withheld to satisfy such
obligations in any case where taxation would be imposed upon the delivery of
shares, except that shares issued or delivered under any plan, program,
employment agreement or other arrangement may be withheld only in accordance
with the terms of such plan, program, employment agreement or other arrangement
and any applicable rules, regulations, or resolutions thereunder.

            (g) Governing Law. The validity, construction, and effect of the
Plan and any rules and regulations relating to the Plan shall be determined in
accordance with the laws of the State of New Jersey, without giving effect to
principles of conflicts of laws, and applicable provisions of federal law.

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            (h) Limitation. A Participant and his or her Beneficiary shall
assume all risk in connection with any decrease in value of the Deferral Account
and neither the Company, the Committee nor the Administrator shall be liable or
responsible therefor.

            (i) Adjustments. In the event that any dividend or other
distribution (whether in the form of cash, Stock, or other property),
recapitalization, forward or reverse split, reorganization, merger,
consolidation, spin-off, combination, repurchase, share exchange, liquidation,
dissolution or other similar corporate transaction or any other event or
condition occurs that affects the Stock such that an adjustment is determined by
the Administrator or the Committee to be appropriate in order to prevent
dilution or enlargement of a Participant's rights under the Plan, then the
Administrator or the Committee may, in such manner as it may deem equitable,
adjust any or all of the number and kind of shares of Stock to be issued upon
settlement of Deferred Stock then credited to a Deferral Account under the Plan.

            (j) Construction. The captions and numbers preceding the sections of
the Plan are included solely as a matter of convenience of reference and are not
to be taken as limiting or extending the meaning of any of the terms and
provisions of the Plan. Whenever appropriate, words used in the singular shall
include the plural or the plural may be read as the singular.

            (k) Severability. In the event that any provision of the Plan shall
be declared illegal or invalid for any reason, said illegality or invalidity
shall not affect the remaining provisions of the Plan but shall be fully
severable, and the Plan shall be construed and enforced as if said illegal or
invalid provision had never been inserted herein.

            (l) Status. The establishment and maintenance of, or allocations and
credits to, the Deferral Account of any Participant shall not vest in any
Participant any right, title or interest in and to any Plan or Company assets or
benefits except at the time or times and upon the terms and conditions and to
the extent expressly set forth in the Plan and in accordance with the terms of
the Trust.

      13. EFFECTIVE DATE. The Plan shall be effective as of March 9, 1999.

            IN WITNESS WHEREOF, New Jersey Resources Corporation has caused this
Amended and Restated Plan to be executed this 16th day of May, 2006.

                                      NEW JERSEY RESOURCES CORPORATION

Attest:  /s/ Rhonda M. Figueroa       By:  /s/ Laurence M. Downes
         ----------------------            ----------------------
Rhonda M. Figueroa                    Laurence M. Downes
Corporate Secretary                   Chairman and Chief Executive Officer

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