NEW JERSEY RESOURCES CORPORATION 2007 Stock Award and Incentive Plan Stock Option Agreement

This Stock Option Agreement (the “Agreement”), which includes the attached “Terms and Conditions of Option Grant” (the “Terms and Conditions”), confirms the grant on _________ __, 200__ (the “Grant Date”) by NEW JERSEY RESOURCES CORPORATION, a New Jersey corporation (the "Company"), to   ("Employee") under Section 6(b) of the 2007 Stock Award and Incentive Plan (the "Plan"), of a non-qualified stock option (the "Option") to purchase shares of Stock (the "Option Shares"), as follows:

  Option Shares purchasable : __________ shares of Stock

Exercise Price :                    $ __________ per share of Stock

Option vests and becomes exercisable :   The Option shall vest and become exercisable as to 25% of the Option Shares, cumulatively, on each of the first, second, third, and fourth anniversaries of the Grant Date (rounded to the nearest whole Share); provided, however, that [the Option will become immediately vested and exercisable upon the occurrence of certain events relating to Termina­tion of Employment, in accordance with Section 4 of the attached Terms and Conditions, and] any unvested portion of the Option will automatically become fully vested and exercisable upon a Change in Control.

Expiration Date:  _______ __, 20__ (the "Stated Expiration Date") or, in the event of Termination of Employment (as defined in Section 4 of the attached Terms and Conditions), the date the Option ceases to be exercisable under Section 4 of the attached Terms and Conditions (the earlier of which time is the “Expiration Date”). [If, at the date on which the Option or any portion thereof is to expire or terminate, the Fair Market Value of an Option Share exceeds the Exercise Price and if the Option or portion thereof that will expire or terminate is otherwise exercisable, the Option shall be automatically exercised by the withholding of Option Shares acquired on such exercise to pay the exercise price and applicable withholding taxes.]

The Option is subject to the terms and conditions of the Plan and this Agreement, including the attached Terms and Conditions. The number and kind of shares of Stock pur­chasable, the Exercise Price, and other terms and conditions are subject to adjustment in accordance with Section 11(c) of the Plan. Capitalized terms used in this Agreement but not defined herein shall have the same meanings as in the Plan.

Employee acknowledges and agrees that (i) the Option is nontransferable, except as provided in Section 6 of the attached Terms and Conditions and Section 11(b) of the Plan, (ii) the Option is subject to forfeiture in the event of Employee's Termination of Employment in certain circum­stances, as specified in Section 4 of the attached Terms and Conditions, and (iii) sales of shares of Stock acquired on exercise of the Option will be subject to the Company's policy regulating trading by employees.

IN WITNESS WHEREOF, NEW JERSEY RESOURCES CORPORATION has caused this Agreement to be executed by its officer thereunto duly authorized.

The following Terms and Conditions apply to the Option granted to Employee by NEW JERSEY RESOURCES CORPORATION (the "Company"), as specified in the Stock Option Agreement (of which these Terms and Conditions form a part). Certain specific terms of the Option, including the number of shares of Stock purchasable, vesting, the Stated Expiration Sate and Expiration Date, and Exercise Price, are set forth on the cover page hereto, which is an integral part of this Agreement.

1.            General .  The Option is granted to Employee under the Company's 2007 Stock Award and Incentive Plan (the "Plan"), which has previously been delivered to Employee and/or is available upon request to the Corporate Benefits Department. All of the applicable terms, conditions and other provisions of the Plan are incorporated by reference herein. Capitalized terms used in this Agreement but not defined herein shall have the same meanings as in the Plan. If there is any conflict between the provisions of this document and mandatory provisions of the Plan, the provisions of the Plan govern. By accepting the grant of the Units, Employee agrees to be bound by all of the terms and provisions of the Plan (as presently in effect or later amended), the rules and regula­tions under the Plan adopted from time to time, and the decisions and determinations of the Leadership Development and Compensation Committee of the Company's Board of Directors (the "Committee") made from time to time. The Option is a non-qualified stock option (not an incentive stock option as defined under Section 422 of the Internal Revenue Code of 1986, as amended).

2.            Right to Exercise Option .  Subject to all applicable laws, rules, regulations and the terms of the Plan and this Agreement, Employee may exercise the Option only after the time and to the extent the Option has become vested and exercisable and prior to or on the Expiration Date of the Option.

3.            Method of Exercise . To exercise the Option, Employee must (a) give written notice to the Vice President, Corporate Services or Secretary of the Company or any other officer or agent (including any third-party administrator) as the Company may designate, which notice shall specifically refer to this Agreement, state the number of Option Shares as to which the Option is being exercised, and the name in which he or she wishes the shares of Stock thereby acquired to be issued, which notice shall be signed by Employee, and (b) pay in full to the Company the Exercise Price of the Option for the number of shares of Stock being purchased either (i) in cash (including by check), payable in United States dollars, (ii) by delivery of shares of Stock by Employee   or, if then permitted by the Company, by directing the Company to withhold shares of Stock acquired on such exercise having a Fair Market Value, determined as of the date the Option is exercised, equal to all or the part of the aggregate Exercise Price being paid in this way, or (iii) in any other manner then permitted by the Committee. Once Employee gives notice of exercise, such notic