NEW JERSEY RESOURCES CORPORATION DIRECTORS' DEFERRED COMPENSATION PLAN

New Jersey Resources Corporation (“NJR” or the "Corporation") hereby establishes a deferral plan (the "Plan") for the purpose of permitting a member of the Board of Directors of the Corporation (each an "NJR Director") and members of the Boards of Directors of any and all subsidiaries of the Corporation (each a “Subsidiary”) who are not employees of NJR or any Subsidiaries (each a “Subsidiary Director” and, together with NJR Directors, “Directors”) to elect from time to time to defer the receipt of all or a portion of the Director's retainer and other fees. The provisions of this Plan shall apply only to those deferred amounts that were otherwise to be earned by and paid to the Directors subsequent to December 31, 2004. This amendment and restatement of the Plan is to comply with the requirements of Internal Revenue Code Section 409A and applicable guidance issued thereunder (collectively “Code Section 409A”) and is to be effective January 1, 2009.

Section 1.                       Initial Deferral Elections.

a.            Election to Defer .  A Director may irrevocably elect to defer (an “Initial Deferral Election”) the receipt of all or a portion of the fees, including, without limitation, any retainer, meeting fee or committee meeting fee ("Fees"), that the Director will become entitled to receive for services as a member of the NJR Board of Directors for a given Plan Year (as defined below) or for services as a Subsidiary Director for a given Plan Year. An Initial Deferral Election shall remain valid with respect to Fees earned in succeeding Plan Years until revoked or revised by the Director in compliance with the deadlines and other provisions of the Plan.

b .             Election of Deferral Period .  A Director who elects to defer receipt of all or a portion of the Director's Fees for a given Plan Year shall also elect whether the deferred Fees are to be paid, or commence to be paid,

(i)           during January of the sixth year following the calendar year in which the deferred Fees would otherwise have been paid to the Director;

(ii)           on the first day of the second month of the calendar quarter following the calendar quarter in which the Director’s Separation from Service occurs; or

(iii)           the earlier of clause (i) or clause (ii) above.

Initial Deferral Elections applicable to Fees otherwise payable in different Plan Years may specify different times and forms of payment. If the Director does not make an election under this Section 1(b) with respect to the time of payment of his deferred Fees for a given Plan Year, the Director's deferred Fees for that Plan Year shall be paid on the first day of the calendar quarter following the calendar quarter in which the Director’s Separation from Service occurs.

A Separation from Service occurs when the Director ceases to be a member of the Board of the Corporation and any Board of an Affiliate (which includes any entity required to be treated as the Corporation under Code Section 409A). A Separation from Service shall also occur when it is reasonably anticipated that the level of bona fide Board services the Director will perform after that date will permanently decrease to less than 50% of the average level of bona fide Board services performed over the immediately preceding thirty-six (36) month period.

The Deferral Period is the period beginning on the date the deferred Fees would otherwise have been paid to the Director and ending on the date the deferred Fees are to be paid, or commence to be paid, pursuant to the Director's election under this Section 1(b).

c.            Election of Method of Payment of Deferred Fees .  A Director who elects to defer the receipt of all or a portion of the Director's Fees for a given Plan Year shall also elect whether the deferred Fees are to be paid, subject to Section 3,

(i)           in a single sum payment at the end of the Deferral Period, or

(ii)           in the number of annual installments elected by the Director (but not more than 5) with such installments commencing at the end of the Deferral Period. The amount of each such installment shall   be equal to the amount credited to the Director’s Deferred Fee Account (as defined in Section 2 below) on the day next preceding the date of payment of the installment, divided by the number of installments remaining to be paid. The unpaid portion of the Director's deferred Fees shall continue to be adjusted, as provided in Section 2, during the period that the Director is receiving such installment payments. For the purposes of Code Section 409A , the entitlement to a series of installment payments will be treated as the entitlement to a single payment.

A Director shall also elect the form and number of installments of payments to be paid in the case of Disability. “Disability” shall mean that the Director is considered disabled as defined by the Social Security Administration. If a Director does not make an election under this Section 1(c) with respect to the method of payment of his deferred Fees for a given calendar year, the Director's deferred Fees for that calendar year shall be paid in the same manner as the Director's deferred Fees for the next preceding calendar year with respect to which the Director made an election as to the method of payment. If the Director has not previously elected to defer Fees, or has not previously elected the method of payment of his deferred Fees, the Director's deferred Fees shall be paid in a single sum paymentat after the end of the Deferral Period for such deferred Fees.

Section 2.                       Subsequent Deferral Elections.   The Committee may, in its sole discretion, permit participating Directors to submit additional deferral elections with respect to amounts previously subject to an Initial Deferral Election in order to delay, but not to accelerate, a payment, or to change the form of or number of installments elected with respect to, the payment of an amount of deferred Fees (a “Subsequent Deferral Election”), but if, and only if, the following conditions are satisfied: (i) the Subsequent Deferral Election must not take effect until 12 months after the date on which it is made, (ii) in the case of a payment other than a payment attributable to the Director’s death, the Subsequent Election further defers the payment for a period of not less than 5 years from the date such payment would otherwise have been made, or in the case of installment payments, 5 years from the date the first installment was scheduled to be paid, and (iii) the Subsequent Election is received by the Administrator at least 12 months prior to the date the payment would otherwise have been made, or in the case of installment payments, 12 months prior to the date the first installment was scheduled to be paid.

Section 3.                       Administration of the Plan.

           a.            Authority .  The Nominating and Corporate Governance Committee of the Board of Directors of the Corporation (hereinafter referred to as “the Committee) 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 with respect to the Plan shall be conclusive and binding upon all persons interested in the Plan. The Committee may appoint agents and delegate thereto powers and duties under the Plan, except as otherwise limited by the Plan. The Committee shall not be entitled to act on or decide any matter relating solely to members or any of their rights or benefits under the Plan. The Committee shall not receive any special compensation for serving in this capacity but shall be reimbursed for any reasonable expenses incurred in connection therewith. No bond or other security need be required of the Committee in any jurisdiction.

           b.            Limitation of Liability .  Each member of the Committee 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 Corporation, the Corporation's independent certified public accountants, or any executive compensation consultant, legal counsel, or other professional retained by the Corporation to assist in the administration of the Plan. To the maximum extent permitted by law, no member of the Committee, 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.

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

           d.            Plan Year .  The Plan’s books and records and administrative functions shall be maintained and operated on the basis of a 12-month calendar year commencing each January 1.

Section 4.              Earnings on Deferred Fees .

           a.            Establishment of Deferral Accounts.   A Director's deferred Fees for a given calendar year shall be credited to an account established and maintained to record such deferred Fees (a "Deferred Fee Account"). Such credit shall be as of the date such deferred Fees would otherwise have been payable to the Director. A separate Deferred Fee Account shall be established and maintained for each calendar year.

           b.            Hypothetical Investment Elections for Deferred Fees .  At the time a Director elects to defer receipt of Fees, the Director shall designate in writing the portion of such Deferred Fees, stated as a whole percentage, to be credited to the Interest Account and the portion to be credited to the Stock Account. Any Deferred Fees to be credited to either such Account shall be rounded to the nearest whole cent, with amounts equal to or greater than $.005 rounded up and amounts below $.005 rounded down. If a Director fails to elect how to allocate any Deferred Fees between the two investment accounts, 100% of such Deferred Fees shall be credited to the Interest Account. By written notice to the Secretary of the Company, a Director may change the allocation of Deferred Fees previously credited to the Interest Account to the Stock Account . Any such election shall be effective as of the first calendar quarter commencing after receipt of such election. No Director may make any election to change the way in which amounts previously allocated to the Director's Deferral Account are deemed invested within six months of the date of the last such election by such Director to change the way in which such amounts are deemed invested. A Director may elect to change the way Fees not yet credited to the Director’s Deferred Fee Account are deemed invested as of the end of any calendar month by written notice to the Company received prior