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

This Restricted Stock Agreement (the "Agreement"), which includes the attached “Terms and Conditions of Restricted Stock” (the “Terms and Conditions”), confirms the grant on _________ __, 20__(the “Grant Date”) by NEW JERSEY RESOURCES CORPORATION, a New Jersey corporation (the "Company"), to ("Employee"), under Section 6(d) of the 2007 Stock Award and Incentive Plan (the "Plan"), of Restricted Stock as follows:

Number granted:    _________ shares of Restricted Stock

    

Number of Shares That

Stated Vesting Date        Vest at that Date

_________, 20__         33.33%

_________, 20__         33.33%

_________, 20__         33.33%

In addition, if not previously forfeited, the Restricted Stock will become immediately vested in full upon a Change in Control, if Employee remains employed by the Company or a Subsidiary from the Grant Date through the Change in Control, and will become vested upon the occurrence of certain events relating to Termination of Employment to the extent provided in Section 3 of the attached Terms and Conditions. The terms "vest" and "vesting" mean that the Restricted Stock has become transferable and non-forfeitable. If Employee has a Termination of Employment prior to a Stated Vesting Date and shares of Restricted Stock are not otherwise deemed vested by that date, such Restricted Stock will be immediately forfeited. Forfeited Restricted Stock ceases to be outstanding and in no event will thereafter result in any delivery of shares of Stock to Employee.

    

The Restricted Stock 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 Restricted Stock and other terms of the Restricted Stock are subject to adjustment in accordance with Section 4(b) of the attached Terms and Conditions and 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) Restricted Stock is nontransferable, except as provided in Section 2 of the attached Terms and Conditions and Section 11(b) of the Plan, (ii) the Restricted Stock is subject to forfeiture in the event of Employee's Termination of Employment in certain circum-stances prior to vesting, as specified in Section 3 of the attached Terms and Conditions, and (iii) sales of the shares of Stock following vesting of the Restricted Stock 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, and Employee has duly executed this Agreement, by which each has agreed to the terms of this Agreement.

EMPLOYEE                        NEW JERSEY RESOURCES CORPORATION

            By:_________________________

[Employee Name]                     [Name]

[Title]

The following Terms and Conditions apply to the Restricted Stock granted to Employee by NEW JERSEY RESOURCES CORPORATION (the "Company"), and Restricted Stock resulting from Dividend Equivalents (as defined below), if any, as specified in the Restricted Stock Agreement (of which these Terms and Conditions form a part). Certain terms of the Restricted Stock, including the number of shares granted and vesting date(s), are set forth on the preceding pages, which is an integral part of this Agreement.

1.    General. The Restricted Stock is granted to Employee under the Company's 2007 Stock Award and Incentive Plan (the "Plan"), a copy of which has been previously delivered to Employee and/or is available upon request to the Human Resources 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. 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 regula-tions under the Plan adopted from time to time, and the decisions and determinations relating to the Plan and grants thereunder of the Leadership Development and Compensation Committee of the Company's Board of Directors (the "Committee") made from time to time.

2.    Nontransferability. Until such time as the Restricted Stock has become vested in accordance with the terms of this Agreement, Employee may not transfer Restricted Stock or any rights hereunder to any third party other than by will or the laws of descent and distribution. This restriction on transfer precludes any sale, assignment, pledge, or other encumbrance or disposition of the shares of Restricted Stock (except for forfeitures to the Company).

3.    Termination Provisions. The following provisions will govern the vesting and forfeiture of the Restricted Stock that is outstanding at the time of Employee's Termination of Employment (as defined below), unless otherwise determined by the Committee (subject to Section 7(a) hereof):

(a)    Death, Disability or Retirement. In the event of Employee's Termination of Employment due to death or Disability (as defined below), a Pro-Rata Portion of the outstanding Restricted Stock will vest immediately. In the event of Employee’s Termination of Employment due to Retirement, a Quarterly Pro-Rata Portion of the outstanding Restricted Stock will vest immediately. Any portion of the outstanding Restricted Stock not vested at the date of Termination will be forfeited.

(b)    Termination by the Company or Voluntarily by Employee. In the event of Employee's Termination of Employment by the Company for any reason or by Employee voluntarily (other than a Retirement), any portion of the outstanding Restricted Stock not vested at the date of Termination will be forfeited.

(c)    Certain Definitions. The following definitions apply for purposes of this Agreement:

(i)    "Disability" means Employee has been incapable of substantially fulfilling the positions, duties, responsibilities and obligations of his employment because of physical, mental or emotional incapacity resulting from injury, sickness or disease for a period of at least six consecutive months. The Company and Employee shall agree on the identity of a physician to resolve any question as to Employee's disability. If the Company and Employee cannot agree on the physician to make such determination, then the Company and Employee shall each select a physician and those physicians shall jointly select a third physician, who shall make the determination. The determination of any such physician shall be final and con-clusive for all purposes of this Agreement.

(ii)    "Pro Rata Portion" means, for each tranche of Restricted Stock, a fraction the numerator of which is the number of days that have elapsed from the Grant Date to the date of Employee's Termination of Employment and the denominator of which is the number of days from the Grant Date to the Stated Vesting Date for that tranche. A "tranche" is that portion of the Restricted Stock that has a unique Stated Vesting Date.

(iii)    “Quarterly Pro Rata Portion” means, for each tranche of Restricted Stock, a fraction the numerator of which is the number of days that have elapsed from the Grant Date to the end of the calendar quarter coinciding with or immediately preceding the Employee’s Termination of Employment and the denominator of which is the number of days from the Grant Date to the Stated Vesting Date for that tranche.

(iv)    “Retirement” means the Employee terminates employment at or after age 65, or at or after age 55 with 20 or more years of service.

(v)    “Subsidiary” means any subsidiary corporation of the Company within the meaning of Section 424(f) of the Code (“Section 424(f) Corporation”) and any partnership, limited liability company or joint venture in which either the Company or Section 424(f) Corporation is at least a fifty percent (50%) equity participant.

(vi)    "Termination of Employment" and “Termination” means the earliest time at which Employee is not employed by the Company or a Subsidiary of the Company and is not serving as a non-employee director of the Company or a Subsidiary of the Company.

4.    Dividends and Adjustments.

(a)    Dividends. In the event of dividends or distributions on Stock, the following terms and conditions shall apply except as provided in Section 4(b) below:

(i)    In the event of a cash dividend or distribution on Stock or a non-cash dividend or distribution in the form of property other than Stock payable on Stock (including shares of a Subsidiary of the Company distributed in a spin-off), the Company shall immediately convert such dividend or distribution into Restricted Stock and such additional Restricted Stock will become vested if and to the same extent as the original Restricted Stock with respect to which the dividend or distribution was payable becomes vested, and shall be subject to all other terms and conditions as applied to the original Restricted Stock.

(ii)    In the event of a dividend or distribution in the form of Stock or split-up of shares, the Stock issued or delivered as such dividend or distribution or resulting from such split-up will be deemed to be additional Restricted Stock and will become vested if and to the same extent as the original Restricted Stock with respect to which the dividend or distribution was payable becomes vested, and shall be subject to all other terms and conditions as applied to the original Restricted Stock.

(b)    Adjustments. The number and kind of shares of Restricted Stock, the number of such shares to be vested and other terms and conditions of Restricted Stock or otherwise contained in this Agreement shall be appropriately adjusted, in order to prevent dilution or enlargement of Employee’s rights hereunder, to reflect any changes in the number of outstanding shares of Stock resulting from any event referred to in Section 11(c) of the Plan, taking into account any Restricted Stock or other amounts paid or credited to Employee in connection with such event under Section 4(a) hereof, in the sole discretion of the Committee. The Committee may determine how to treat or settle any fractional share resulting under this Agreement.

5.    Other Terms of Restricted Stock.

(a)    Voting and Other Shareholder Rights. Employee shall be entitled to vote Restricted Stock on any matter submitted to a vote of holders of Stock, and shall have all other rights of a shareholder of the Company except as expressly limited by this Agreement and the Plan.

(b)    Consideration for Grant of Restricted Stock. Employee shall be required to pay no cash consideration for the grant of the Restricted Stock, but Employee's performance of services to the Company prior to the vesting of the Restricted Stock shall be deemed to be consideration for this grant of Restricted Stock.

(c)    Insider Trading Policy Applicable. Employee acknowledges that sales of shares resulting from Restricted Stock that has become vested will be subject to the Company's policies regulating trading by executive officers and employees.

(d)    Certificates Evidencing Restricted Stock. Restricted Stock shall be evidenced by issuance of one or more certificates in the name of Employee, bearing an appropriate legend referring to the terms, conditions, and restrictions applicable hereunder, and shall remain in the physical custody of the General Counsel of the Company or his designee until such time as such shares of Restricted Stock have become vested and the restrictions hereunder have therefore lapsed. In addition, Restricted Stock shall be subject to such stop-transfer orders and other restrictive measures as the General Counsel of the Company shall deem advisable under federal or state securities laws, rules and regulations thereunder, and rules of the New York Stock Exchange, or to implement the terms, conditions and restrictions hereunder, and the General Counsel may cause a legend or legends to be placed on any such certificates to make appropriate reference to the terms, conditions and restrictions hereunder.

(e)     Stock Powers. Employee agrees to execute and deliver to the Company one or more stock powers, in such form as may be specified by the General Counsel, authorizing the transfer of the Restricted Stock to the Company, at the Grant Date or upon request at any time thereafter.

6.    Employee Representations and Warranties and Release. As a condition to any non-forfeiture of the Restricted Stock that vests upon Termination of Employment (other than due to death), the Company may require Employee (i) to make any representation or warranty to the Company as may be required under any applicable law or regulation, and (ii) to execute a release from claims against the Company arising at or before the date of such release, in such form as may be specified by the Company and let the revocation period expire without having revoked same, within sixty (60) days after the Termination of Employment.

7.    Miscellaneous.

(a)    Binding Agreement; Written Amendments. This Agreement shall be binding upon the heirs, executors, administrators and successors of the parties. This Agreement constitutes the entire agreement between the parties with respect to the Restricted Stock, and supersedes any prior agreements or documents with respect to the Restricted Stock. No amendment or alteration of this Agreement which may impose any additional obligation upon the Company shall be valid unless expressed in a written instrument duly executed in the name of the Company, and no amendment, alteration, suspension or termination of this Agreement which may materially impair the rights of Employee with respect to the Restricted Stock shall be valid unless expressed in a written instrument executed by Employee.

(b)    No Promise of Employment. The Restricted Stock and the granting thereof shall not constitute or be evidence of any agreement or understanding, express or implied, that Employee has a right to continue as an officer or employee of the Company for any period of time, or at any particular rate of compensation.

(c)    Governing Law. The validity, construction, and effect of this Agreement shall be determined in accordance with the laws (including those governing contracts) of the state of New Jersey, without giving effect to principles of conflicts of laws, and applicable federal law.

(d)    Mandatory Tax Withholding. Unless otherwise determined by the Committee, at the time of vesting the Company will withhold from any shares of Stock deliverable, in accordance with Section 11(d)(i) of the Plan, the number of shares of Stock having a value nearest to, but not exceeding, the minimum amount of income and employment taxes required to be withheld under applicable laws and regulations, and pay the amount of such withholding taxes in cash to the appropriate taxing authorities. Employee will be responsible for any withholding taxes not satisfied by means of such mandatory withholding and for all taxes in excess of such minimum withholding taxes that may be due upon vesting of the Restricted Stock.

(e)    Notices. Any notice to be given the Company under this Agreement shall be addressed to the Company at its principal executive offices, in care of the Vice President, Corporate Services or the officer designated by the Company as responsible for the administration of this Agreement, and any notice to Employee shall be addressed to Employee at Employee’s address as then appearing in the records of the Company.

This is a sample Election Form which may be used to make a Section 83(b) election to be taxed on a grant of Restricted Stock at the time of grant rather than at the time of vesting. You are free to use whatever election form you and your financial advisor deem appropriate. New Jersey Resources Corporation (the "Company") makes no recommendation as to whether a person granted Restricted Stock should make a Section 83(b) election, but issues the following cautionary statements: