Officer Employment Agreement

WHEREAS, the Companies desire to assure themselves of the continued employment of the Officer by the Companies and to encourage his or her continued attention and dedication to the Companies in the best interests of the Companies and SJI shareholders; and

WHEREAS, the Officer is presently employed by the Companies as follows:___________________, South Jersey Industries, Inc.

WHEREAS, the Officer desires to remain and continue in the employ of the Companies on the terms hereinafter provided;

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, the parties hereto agree as follows:

Section 1. Employment .

The Companies hereby agree to continue to employ the Officer in the positions in which he or she presently serves, and the Officer hereby agrees to continue to serve in those positions, on the terms and conditions set forth herein.

Section 2. Term .

The term of this Agreement shall be for a period of three (3) years beginning January 1, 2009 and ending on December 31, 2011 subject to earlier termination under sections 7 and 8.

Section 3. Duties and Responsibilities .

The Officer shall serve in the positions in which he or she presently serves and shall report_________________. The Officer shall perform such duties and services as are customarily performed by him or her and as are assigned to him or her by the appropriate officer to whom he or she reports.

Section 4. Outside Services .

The Officer agrees to devote substantially all of his or her working time and efforts to the business and affairs of the Companies and shall not, directly or indirectly, without the written consent of the Chief Executive Officer of SJI, render any services to any other person, firm or entity, or own, manage, operate, control or participate in the management of any other person, firm or entity during the term of this Agreement.  However, the Officer is not prohibited or prevented from acquiring or holding investments and securities listed on a national or regional securities exchange or sold in an over-the-counter public market, provided that the Officer is not part of any control group of such corporation or entity.  So long as it does not interfere with his or her duties under this Agreement, the Officer shall have the right to serve as a director of any other corporation upon the approval of the Chief Executive Officer of SJI.

Section 5. Place of Performance .

The Officer’s services during the term of this Agreement shall be performed primarily in the corporate headquarters building of the Companies at Number One South Jersey Plaza, Route 54, Folsom, New Jersey or at a designated location approved by the Chief Executive Officer of SJI.  Without his or her prior consent, the Officer shall not be required to move his or her place of permanent employment from this corporate headquarters building, although the Officer may be required to undertake reasonable domestic and international travel from time to time consistent with his or her business travel obligations.

Section 6. Compensation and Expenses .

During the period of the Officer’s employment under this Agreement, the Companies shall pay to the Officer a base salary of not less than $________per annum; a performance based annual cash award targeted at not less than __ % of base salary; and a long-term incentive plan award targeted at not less than __ % of base salary; provided that the performance based annual cash award and long-term incentive plan award actually paid to the Officer shall be based on the level of attainment of the applicable performance criteria for such awards.  The actual amount paid to the Officer pursuant to the foregoing three components is referred to in this Agreement as “Total Direct Compensation.”  Base Salary shall be paid in either twenty-four (24) or twenty-six (26) equal installments.  The amount of Total Direct Compensation shall be reviewed annually in accordance with the normal business practices of the Companies.  On or after a Change of Control, any reduction in the targeted amount of the Officer’s performance based annual cash award or targeted long-term incentive plan award shall constitute a material breach of this Agreement by the Companies.

6.2            Additional Benefits .

In addition to Total Direct Compensation, the Companies shall pay for and the Officer shall be entitled without limitation to participate in employee benefit plans presently in effect or hereafter adopted by the Companies which are applicable to employees generally.  To the extent said benefits have been modified or additional benefits provided, they are detailed in Exhibit A , which is attached hereto and made a part hereof.  If employer contributions to any such plan (other than a defined benefit plan) for the benefit of the Officer or his

or her dependents or beneficiaries are reduced in amount by any statute or regulation from the payments that would otherwise be so made but for such statute or regulation, the amount that is prohibited from being paid to such plan because of such statute or regulation, increased if necessary as provided in the next sentence, shall be paid, at the time it would have been paid to such plan except for such prohibition to the Officer in a lump sum cash payment.  Such amount shall be increased if necessary so that, after federal and state income taxes on the amount as so increased are taken into account, the net amount after such taxes, shall be paid to the Officer.  In no event shall such amount, together with any additional tax gross-up amount, be paid later than March 15 of the fiscal year following the fiscal year for which such amount would have been paid to the applicable plan.

6.3            Expenses .

In addition to Total Direct Compensation and Additional Benefits, the Companies shall pay for and the Officer shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Officer in performing services under this Agreement, including all expenses of travel and living expenses while away from home on business or at the request of and in the service of the Companies, provided that such expenses are incurred and accounted for in accordance with the policies and procedures presently or hereafter established by the Companies.

6.4            Services Furnished .

The Companies shall furnish the Officer with office space, administrative/clerical assistance and such other facilities and services as shall be suitable to the Officer’s position and adequate for the performance of his or her duties.

Section 7. Reasons for Termination .

7.1            Death .

This Agreement shall terminate upon the Officer’s death, and he or she shall be entitled to such death benefits to which he or she is otherwise entitled presently or which may be hereafter established by the Companies.

7.2            Disability .

If the Officer shall be determined to be disabled in accordance with the disability policy or plan of the Companies, the Company may remove the Officer from positions within the Companies in which he or she then may be serving, subject to the requirements of applicable law.  However, the Officer shall not be terminated as an employee of the Companies.  The Officer shall be retained in such positions and given such duties and responsibilities as are commensurate with his or her abilities at the time.  The Officer shall be entitled to such disability benefits, including short term and long term, to which he or she is otherwise entitled presently or which may be hereafter established by the Companies.  Until the Officer becomes entitled to such disability benefits, he or she shall continue to be paid his or her Total Direct Compensation earned in accordance with this Agreement or other applicable plan or program pursuant to which such Total Direct Compensation is paid.  The determination of the disability of the Officer shall be made by the Chief Executive Officer of the Companies in the exercise of his discretion in accordance with procedures set forth in the disability policies or plan.

7.3            Retirement .

If the Officer shall retire, he or she shall be entitled to such pension and other benefits applicable to executive employees generally and him or her specifically including, without limitation, those presently existing or hereafter established by the Companies.

7.4            For Cause by the Companies .

The Companies may terminate the Officer’s employment for Cause.  For purposes of this Agreement, the Companies shall have “Cause” to terminate the Officer’s employment hereunder only for the following reasons: (1) the willful and continued failure by the Officer to substantially perform his or her duties hereunder other than any such failure resulting from the Officer’s incapacity due to physical or mental illness or injury; (2) the conviction of the Officer of a crime under state or federal law and the Companies’ Board of Directors or one of its committees is unable to conclude in good faith (and in its sole discretion) that the Officer had no reasonable cause to believe that the activities of which he or she was convicted were unlawful and that such conviction will not materially impair his or her ability to discharge his or her duties; (3) the willful engaging by the Officer in misconduct which is materially injurious to the Companies, monetarily or otherwise; or (4) the continued inability of the Officer to perform his or her duties by reason of alcoholism or drug abuse even after appropriate rehabilitation services have been made available to him or her.

7.5            For Good Reason by the Officer .

The Officer may terminate the Officer’s employment for Good Reason following a Change of Control at any time during the term of this Agreement. For purposes of this Agreement, “Good Reason” shall mean any of the following: (1) the assignment to the Officer by the Companies, without the Officer’s express written approval, of duties inconsistent with the Officer’s position, duties, responsibilities, titles, offices or status with the Companies immediately prior to a Change of Control of the Companies, or any removal of the Officer from or any failure to re-elect the Officer to any such positions; (2) a material reduction in the Officer’s base salary as in effect on the date hereof or as the same is increased from time to time during the term of this Agreement; (3) the failure to continue in effect any benefit plan or arrangement in which the Officer is participating immediately prior to a Change of Control, or the taking of any action by the Companies which would adversely affect the Officer’s participation in and/or materially reduce the Officer’s benefits under any such benefit plan or arrangement or which would deprive the Officer of any material fringe benefit enjoyed by the Officer immediately prior to a Change of Control; (4) a relocation of the Companies’ corporate headquarters to a location more than 50 miles   outside of Folsom, New Jersey, or the Officer’s relocation to any place more than 50 miles   from the location at which the Officer performed the Officer’s duties except for required travel by the Officer on the Companies’ business to an extent substantially consistent with the Officer’s business travel obligations immediately prior to a Change of Control; (5) a material breach of this Agreement by the Companies, or (6) any purported termination of the Officer’s employment which is not effected pursuant to a Notice of Termination.

Notwithstanding the foregoing,   for any of the foregoing acts (or failure to act) to constitute “Good Reason,” the Officer must object in writing to the   Companies within 90 days following initial notification of the occurrence or proposed occurrence of the act (or failure to act), and which act (or failure to act) is not then rescinded or otherwise remedied by the Board within 30 days after delivery of such notice and the Executive actually resigns from employment within 30 days after the expiration of the foregoing 30-day cure period.  If the Executive’s resignation occurs after such time, the resignation shall be treated as a voluntary resignation other than for Good Reason and the Executive will not be entitled to severance benefits under this Agreement.

For purposes of this Agreement a “Change of Control” of the Companies shall mean any of the following: (1) consummation of any pay or proposal for the merger, liquidation, dissolution or acquisition of SJI or all or substantially all of its assets; (2) election to the Board of Directors of SJI a new majority different from the individuals who at the beginning of the term of this Agreement constituted the entire Board of Directors of SJI, unless each such new director stands for election as a management nominee and is elected by shareholders immediately prior to the election of any such new majority; or (3) the acquisition by any person of 20% or more of the stock of SJI having general voting rights in the election of directors (for purposes of this clause (3), the term “person” shall include two or more persons acting as a group for the purpose of acquiring, holding or disposing of stock of SJI).

Section 8. Benefits upon Termination .

If the Officer’s employment by the Companies shall be terminated for Cause (as defined in Section 7.4), the Companies shall pay the Officer his or her Total Base Salary earned through the Date of Termination at the rate in effect at the time Notice of Termination is given and the Companies shall have no further salary obligations to the Officer under this Agreement.  The Officer shall be entitled to such retirement benefits as he or she may otherwise be entitled to on the Date of Termination.  Effective as of the Date of Termination, the Officer shall no longer be an employee of the Companies and shall no longer be entitled to the privileges and benefits thereof.

If the Officer’s employment shall be terminated by the Officer for Good Reason following a Change of Control (as defined in Section 7.5), the Companies shall pay the Officer as severance pay an amount equal to 300% of a base amount determined to be the average of the aggregate annual compensation paid to the Officer during the five (5) calendar years preceding the Date of Termination and subject to federal income taxes; provided that, if any severance payment under this Agreement, either alone or together with any other payment which the Officer has received or the right to receive from the Companies, would constitute a “parachute payment” as defined in section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), such severance payment shall be reduced to the largest amount as will result in no portion of the severance payment being subject to the excise tax imposed by section 4999 of the Code.  The Companies shall pay this severance payment, in cash, on the Date of Termination, provided that the Officer has executed a general release and waiver of claims in a form of agreement prepared by the Companies.

Notwithstanding any provision of this Section 8.2 to the contrary, the Companies shall pay the Officer the severance pay described above in a lump sum only if the transaction constituting a Change of Control meets the definition of a “change in control event” within the meaning of such term under section 409A of the Code and the Officer’s employment is terminated under this Section 8.2 or Section 8.3, as applicable, within two (2) years following such Change of Control.  If, however, the transaction constituting the Change of Control does not meet the definition of a “change in control event” within the meaning of such term under section 409A of the Code, or the Officer’s employment is terminated under this Section 8.2 or Section 8.3, as applicable, after the two (2)–year period following such Change of Control, then the severance pay shall be paid in installments as described in Section 8.3 below.

If the Companies terminate the Officer’s employment for other than Cause foll