NEW JERSEY RESOURCES CORP, DEF 14A, 1995-01-23

NEW JERSEY RESOURCES CORP
DEF 14A, 1995-01-23
NATURAL GAS DISTRIBUTION

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INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

Filed by the registrant /x/
Filed by a party other than the registrant / /
Check the appropriate box:

/ / Preliminary proxy statement

/x/ Definitive proxy statement

/ / Definitive additional materials

/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12

NEW JERSEY RESOURCES CORPORATION
- ------------------------------------------------------------------------------
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

NEW JERSEY RESOURCES CORPORATION
- ------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)

Payment of filing fee (Check the appropriate box):

/x/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or Rule
14a-6(i)(2).

/ / $500 per each party per Exchange Act Rule 14a-6(i)(3), or Rule
14a-6(i)(2).

/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.

<PAGE>

NEW JERSEY RESOURCES CORPORATION
1415 Wyckoff Road
Wall, New Jersey 07719

---------------

PROXY STATEMENT
AND
NOTICE OF 1995 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MARCH 8, 1995

---------------

The Annual Meeting (the "Meeting") of Stockholders of New Jersey
Resources Corporation (the "Company") will be held at 10:30 a.m., Wednesday,
March 8, 1995, at the Robert B. Meyner Reception Center at the Garden State
Arts Center, Exit 116 on the Garden State Parkway, Holmdel, New Jersey 07733,
for the following purposes:

1. To elect four directors to the Board of Directors.

2. To consider a proposal to adopt an Outside Director Restricted Stock
And Stock Option Program.

3. To approve the action of the Board of Directors in retaining Deloitte &
Touche LLP as auditors for the fiscal year ending September 30, 1995.

4. To transact any other business that may properly be brought before the
Meeting or any adjournment or adjournments thereof.

The Board of Directors has fixed the close of business on January 13, 1995
as the record date for the determination of the stockholders entitled to notice
of and to vote at the Meeting. Accordingly, only stockholders of record at the
close of business on that date will be entitled to vote at the Meeting.

A copy of the Company's Annual Report for 1994 has either been mailed to
all stockholders or is being mailed concurrently with this proxy material.

A cordial invitation is extended to you to attend the Meeting. If you do
not expect to attend the Meeting, please sign, date and return the enclosed
proxy promptly to the Secretary in the enclosed envelope.

OLETA J. HARDEN
Secretary
Wall, New Jersey
January 23, 1995

<PAGE>

PROXY STATEMENT

----------------

NEW JERSEY RESOURCES CORPORATION
1415 Wyckoff Road
Wall, New Jersey 07719

----------------

ANNUAL MEETING OF STOCKHOLDERS
March 8, 1995

This proxy statement sets forth certain information with respect to the
accompanying proxy to be used at the Annual Meeting (the "Meeting") of
Stockholders of New Jersey Resources Corporation (the "Company"), or at any
adjournment or adjournments thereof, for the purposes set forth in the
accompanying Notice of Annual Meeting. The Board of Directors of the Company
(the "Board") solicits this proxy and urges you to sign, date, and return it
immediately to the Secretary of the Company. The prompt cooperation of the
stockholders is necessary in order to ensure a quorum and to avoid unnecessary
expense and delay.

The proxies hereby solicited vest in the proxy holders voting rights with
respect to the election of directors (unless the stockholder marks the proxy so
as to withhold that authority) and on all other matters voted upon at the
Meeting. The shares represented by each duly executed proxy will be voted and,
where a choice is specified by the stockholder on the proxy, the proxy will be
voted in accordance with the specification so made. As provided by New Jersey
law, abstentions, broker non-votes and withheld votes will not be included in
the total number of votes cast, and therefore will have no effect on the vote.

The proxy is revocable on written instructions or by a later dated proxy,
signed in the same manner as the proxy, and received by the Secretary of the
Company at any time at or before the balloting on the matter with respect to
which such proxy is to be exercised. If you attend the Meeting you may, if you
wish, revoke your proxy by voting in person. This proxy statement and the
accompanying proxy materials are being mailed to stockholders on or about
January 23, 1995.

PLACE OF ANNUAL MEETING

The Board has designated the Robert B. Meyner Reception Center at the
Garden State Arts Center, Exit 116 on the Garden State Parkway, Holmdel, New
Jersey 07733, as the place of the Meeting. The Meeting will be called to order
at 10:30 a.m., local time, on Wednesday, March 8, 1995.

<PAGE>

VOTING OF SECURITIES AND STOCKHOLDER INFORMATION

Only holders of record of the Company's outstanding Common Stock at the
close of business on January 13, 1995 are entitled to notice of and to vote at
the Meeting. At the close of business on January 13, 1995, there were
17,526,554 outstanding shares of Common Stock. Each share is entitled to one
vote. No person to the knowledge of the Company held beneficially 5% or more
of the Company's Common Stock as of January 13, 1995.

The following table sets forth, as of January 13, 1995, the beneficial
ownership of equity securities of the Company of each of the directors and each
of the executive officers of the Company listed in the Summary Compensation
Table below, and of all directors and executive officers of the Company as a
group. The shares owned by all such persons as a group constitute less than 1%
of the total shares outstanding.

Title of Amount and Nature of
Name Security Beneficial Ownership(1,2)
---- -------- -------------------------
<S> <C> <C>
Roger E. Birk............................. Common Stock 15,000 shares--Direct
James M. Bollerman........................ Common Stock 4,469 shares--Direct
35 shares--Indirect
Bruce G. Coe.............................. Common Stock 4,000 shares--Direct
Laurence M. Downes........................ Common Stock 4,090 shares--Direct
35 shares--Indirect
Joe B. Foster............................. Common Stock 2,000 shares--Direct
Michael J. Gluckman....................... Common Stock 3,746 shares--Direct
Warren R. Haas............................ Common Stock 5,101 shares--Direct
Shirley A. Jackson........................ Common Stock 499 shares--Direct
1 share --Indirect
Dorothy K. Light.......................... Common Stock 2,370 shares--Direct
31 shares--Indirect
Donald E. O'Neill......................... Common Stock 3,895 shares--Direct
Oliver G. Richard III..................... Common Stock 58,913 shares--Direct
Richard S. Sambol......................... Common Stock 27,056 shares--Direct
14,276 shares--Indirect(3)
Peter M. Schwolsky........................ Common Stock 4,761 shares--Direct
Charles G. Stalon ........................ Common Stock 899 shares--Direct
Thomas B. Toohey.......................... Common Stock 5,463 shares--Direct
John J. Unkles, Jr. ...................... Common Stock 5,000 shares--Direct

All Directors and Executive Officers as
a Group ................................ Common Stock 147,262 shares--Direct
14,378 shares--Indirect
<FN>
- ----------
(1) The number of shares owned and the nature of each ownership, not being
within the knowledge of the Company, have been furnished by each
individual.

(2) Includes shares subject to currently exercisable options as follows: Mr.
Bollerman--2,539 shares; Mr. Downes--1,455 shares; Dr. Gluckman--2,968
shares; Mr. Richard--31,711 shares; Mr. Schwolsky--2,814; and all directors
and executive officers as a group--41,487 shares.

(3) Includes 7,051 shares owned by Sambol Construction Company and 7,225 shares
held under the Sambol Construction Company Pension Plan.

</FN>
</TABLE>

<PAGE>

ELECTION OF DIRECTORS
[Item (1) on Proxy Card]
Item 1
Election of Directors

The Board of Directors currently consists of twelve members equally divided
into three classes.

Four individuals have been nominated for election as directors at the
Meeting, each to serve for three year terms expiring in 1998 and until their
respective successors are elected and have qualified. Each of the nominees is
now serving as a director of the Company. Unless otherwise indicated on a proxy,
the proxy holders intend to vote the shares it represents for all of the
nominees for election as directors.

Dr. Shirley A. Jackson, whose term as a director expires in 1997, has been
nominated by President Clinton to be a Commissioner of the Nuclear Regulatory
Commission. If confirmed by the United States Senate, Dr. Jackson would resign
as a director of the Company.

The affirmative vote of a plurality of the shares of the Company's Common
Stock, present or represented by proxy and voted at the Meeting, is required for
the election of directors.

The votes applicable to the shares represented by proxies in the
accompanying form will be cast in favor of the nominees listed below. While it
is not anticipated that any of the nominees will be unable to serve, if any
should be unable to serve, the proxy holders reserve the right to substitute any
other person.

Nominees for Election as
Directors with Terms Expiring in 1998
Business Experience
Name and Period During Past Five Years
Served as Director Age and Other Affiliations
------------------ --- ------------------------
<S> <C> <C>
Joe B. Foster ...................... 60 Chairman and Chief Executive Officer of
Director since 1994 Newfield Exploration Company since January
1989; prior thereto, Executive Vice
President, Tenneco, Inc. and Chairman of
Tenneco Oil Company and Tenneco Gas Pipeline
Group for more than five years; Member,
National Petroleum Council; Trustee, Texas
A&M University Development Foundation;
Director, Baker Hughes, Inc. and Dual
Drilling Company.

Oliver G. Richard III .............. 42 President and Chief Executive Officer of the
Director since 1991 Company since July 1991 and Chairman since
February 1992; President and Chief Executive
Officer from 1988 to 1991 and Executive Vice
President from 1987 to 1988, Northern
Natural Gas Company; Vice President and
Senior Vice President of Enron Corp. Gas
Pipeline Group in 1987; Vice President and
General Counsel of Tenngasco from 1985 to
1987; Commissioner, Federal Energy
Regulatory Commission from 1982 to 1985;
Director, Central Jersey Bancorp, National
Petroleum Council and American Gas
Association; Trustee, Monmouth Medical
Center and Monmouth College.

</TABLE>

<PAGE>

Business Experience
Name and Period During Past Five Years
Served as Director Age and Other Affiliations
------------------ --- ------------------------
<S> <C> <C>
Charles G. Stalon .................... 65 Independent Consultant on energy regulation
Director since 1994 since 1993; Senior Economist at Argonne
National Laboratory since 1991; Professor of
Economics and Director, Institute of Public
Utilities, Michigan State University from
1989 to 1993; Commissioner, Federal Energy
Regulatory Commission from 1984 until 1989
and the Illinois Commerce Commission from
1981 until 1984; Member, Advisory Committee,
Bellcore, and Advisory Committee, Gas
Research Institute.

John J. Unkles, Jr. .................. 64 Retired. Formerly Managing Director, Tucker
Director since 1982 Anthony, Inc., Morristown, NJ (investment
bankers) for more than five years.

</TABLE>

Directors with Terms Expiring in 1996

Business Experience
Name and Period During Past Five Years
Served as Director Age and Other Affiliations
------------------ --- ------------------------
<S> <C> <C>
Roger E. Birk ........................ 64 Retired. Formerly President, Federal
Director since 1986 National Mortgage Association from November
1987 through January 1992; Chairman (January
1981 to April 1985) and Chief Executive
Officer from 1981 to 1984 of Merrill Lynch &
Co.; Director, Penske Transportation, Mutual
of America Capital Management Corp., Federal
National Mortgage Association, Wellpoint
Health Systems, Inc. and Policy Board of the
PGA Tour; Trustee, University of Notre Dame.

Dorothy K. Light ..................... 57 Corporate Vice President and Secretary since
Director since 1990 June 1990, previously Vice President and
Secretary from November 1987, The Prudential
Insurance Company of America; Chairperson,
the Prudential Foundation; Trustee, New
Jersey Center for the Analysis of Public
Issues; Member, Governor's Economic Master
Plan Commission.

Richard S. Sambol .................... 68 President, Sambol Construction Corp. for
Director since 1990 more than the last five years; Trustee,
Monmouth College.

Thomas B. Toohey ..................... 70 Retired. Formerly President and Chief
Director since 1986 Operating Officer of the Company from
January 1987 to March 1989; employed by the
Company or a subsidiary since 1964 including
Executive Vice President and Chief Financial
Officer from 1983 to 1987; Trustee, Compass
Capital Group (an investment company).

</TABLE>

<PAGE>

Directors with Terms Expiring in 1997

Business Experience
Name and Period During Past Five Years
Served as Director Age and Other Affiliations
------------------ --- ------------------------
<S> <C> <C>
Bruce G. Coe ......................... 64 President, New Jersey Business & Industry
Director since 1984 Association since 1982; Director, New Jersey
Manufacturers Insurance Company and Core
States New Jersey National Bank.

Warren R. Haas ....................... 67 Retired. Formerly Vice President, Merrill
Director since 1987 Lynch Specialists, Inc. (stock exchange
specialists) and Partner, Tompane & Co.
prior thereto for more than five years;
Member, New York Stock Exchange and American
Arbitration Association; Trustee, St.
Clare's/Riverside Medical Center; Director,
Fisher Armed Forces Foundation and Marine
Corps. Assoc., Inc.; Arbitrator, New York
Stock Exchange.

Shirley A. Jackson ................... 48 Professor of Physics, Rutgers University
Director since 1982 since September 1991; prior thereto Research
Physicist, AT&T Bell Laboratories, for more
than five years; Director, Public Service
Enterprise Group, Inc., CoreStates Financial
Corp. (Phila., Pa.), Core States New Jersey
National Bank and Sealed Air Corporation;
Life Trustee, Massachusetts Institute of
Technology; Member, New Jersey Commission on
Science & Technology, Council of the
American Physical Society, Board of
Trustees, Associated University, Inc. and
Governor's Economic Master Plan Commission.

Donald E. O'Neill .................... 68 Retired. Formerly Chairman, International,
Director since 1982 of Warner Lambert Company (a health care and
consumer products company) from October 1988
to March 1991 and Executive Vice President
from April 1986 to March 1991; Director,
Alliance Pharmaceutical Corp., Scios/Nova
Corp., Immunogen (a bio-technology company),
Targeted Genetics (a genetics engineering
firm), MDL Information Systems, Inc. and
Alexander Consulting Company (management and
compensation consultants).

</TABLE>

The Company and/or its subsidiaries maintain banking relationships with
Core States New Jersey National Bank of which Mr. Coe and Dr. Jackson are
directors, and with Central Jersey Bancorp of which Mr. Richard is a director.
The Company believes that all transactions with these banks were conducted at
terms and rates no more favorable than those available to other similarly
situated commercial customers.

<PAGE>

INFORMATION ABOUT THE BOARD AND ITS COMMITTEES

During fiscal 1994, there were eight meetings of the Board of Directors.
Each director attended more than 75% of the combined meetings of the Board of
Directors and the Committees on which he or she served during the year.

The Executive Committee consists of Bruce G. Coe, Shirley A. Jackson,
Donald E. O'Neill, Oliver G. Richard III (Committee Chair), and Richard S.
Sambol. During the interval between meetings of the Board of Directors, the
Executive Committee is authorized under the Company's By-Laws to exercise all
the powers of the Board of Directors in the management of the Company, unless
specifically directed otherwise by the Board or otherwise proscribed by law.
This Committee did not meet in fiscal 1994.

The Audit Committee, consisting of Warren R. Haas, Shirley A. Jackson
(Committee Chair), Dorothy K. Light, Charles G. Stalon, Thomas B. Toohey and
John J. Unkles, Jr., met three times during fiscal 1994 for the purpose of
overseeing management's responsibilities for accounting, internal controls, and
financial reporting. While not attempting to verify the results of any specific
audit, the Committee did satisfy itself, and ultimately the Board, that these
functions are being carried out responsibly. The Committee acts to assure itself
of the independence of the independent accountants by reviewing each non-audit
service rendered or to be rendered by the accountants. After meeting with the
independent accountants to review the scope of their examination, fees, and the
planned scope of future examinations, the Committee makes a recommendation to
the Board for the appointment of an independent accounting firm for the
following fiscal year.

The Compensation and Benefits Committee, consisting of Bruce G. Coe, Warren
R. Haas, Donald E. O'Neill (Committee Chair), Richard S. Sambol, and John J.
Unkles, Jr., met twice during fiscal 1994 to review and make recommendations
regarding the annual compensation and benefits of all elected officers of the
Company and its subsidiaries.

The Finance and Pension Investment Committee, consisting of Roger E. Birk,
Bruce G. Coe, Joe B. Foster, Shirley A. Jackson, Richard S. Sambol, and Thomas
B. Toohey (Committee Chair), met once during fiscal 1994 to review and make
recommendations to the Board concerning financing proposals, dividend
guidelines, and other corporate financial and pension matters.

The members of the Nominating Committee are Roger E. Birk, Bruce G. Coe,
Shirley A. Jackson, Dorothy K. Light (Committee Chair), and Donald E. O'Neill.
The purpose of the Committee is to recommend to the Board the nominees for
election as directors, and to consider performance of incumbent directors to
determine whether to nominate them for re-election. This Committee met twice in
fiscal 1994. The Nominating Committee will consider qualified nominations for
directors recommended by stockholders. Recommendations should be sent to New
Jersey Resources Corporation, Office of the Secretary, 1415 Wyckoff Road, P.O.
Box 1464, Wall, New Jersey 07719. Any nomination for director should be received
by the Secretary on or before September 25, 1995.

REMUNERATION OF DIRECTORS

Directors who are not officers of the Company or its subsidiaries are
compensated as follows: (1) an annual retainer of $11,100; (2) a fee of $700 for
each Board meeting attended; (3) a fee of $700 for each committee meeting
attended, unless the committee meeting was held on the same day as a Board
meeting, in which case the committee meeting fee is $500; (4) a fee of $400 for
any Board or committee meeting attended via telephone conference call; and (5)
an annual retainer for each committee chairperson of $5,000. If the Restricted
Stock and Stock Option Program for Outside Directors is approved by the
stockholders at the Meeting (Item 2 below), each non-employee director will also
receive an initial award of 200 shares and options to purchase 5,000 shares of
the Company's Common Stock. Directors who are also officers of the Company or
its subsidiaries do not receive additional compensation. All directors are
reimbursed for any out-of-pocket expenses incurred in attending Board or
committee meetings.

<PAGE>

REMUNERATION OF EXECUTIVE OFFICERS

Compensation and Benefits Committee Report

The Compensation and Benefits Committee (the "Committee") of the Board of
Directors consists of five outside, non-employee directors. In addition, as
Chairman and Chief Executive Officer of the Company, Mr. Richard is an ex
officio but non-voting member of the Committee.

The Committee's fundamental executive compensation philosophy is designed
to attract, energize, reward and retain qualified executive personnel who will
provide superior results over the long-term and enhance the Company's position
in a highly competitive market. The Committee also administers awards under
certain of the Company's employee benefit plans. Accordingly, the Committee
reviews and makes recommendations to the Board with respect to (1) the
performance of the Company's officers and the presidents of the Company's
subsidiaries, (2) the compensation and other benefits of officers of the Company
and the presidents of the Company's subsidiaries, and (3) benefit programs that
are applicable to officers of the Company and/or its subsidiaries.

The Committee each year has utilized a national compensation consultant
("Consultant") to review competitive compensation levels of senior executives in
the natural gas industry. In addition, the Consultant utilizes more general
industry data from specific surveys prepared by other compensation consultants
in the areas of real estate, independent power development and law. Through this
process, the Committee identifies the median compensation levels, both with
respect to base salary and overall executive compensation packages.

The Committee employs this external data by comparing the results to the
base salary and other compensation provided to senior Company executives. In
this fashion, the Committee is able to assess and make recommendations to the
Board with respect to both individual compensation levels and target performance
levels under the Company's Officer Incentive Compensation Plan (the "Incentive
Plan").

Setting compensation levels for each executive officer is based upon the
Committee's judgment as well as actual performance against established goals.
Individual performance is measured in several specific areas, including the
development and execution of annual operating plans, strategic plans, leadership
qualities, ability to develop staff, change in leadership responsibilities and
the individual's specific contributions to corporate objectives which have a
significant and positive impact on the Company. Performance of the subsidiary
companies is measured by comparing actual achievements to financial and
strategic objectives in their annual operating plans. Company performance
criteria is also measured yearly to ensure consistency with the corporate
vision, mission and strategies. In making compensation decisions for 1994 the
Committee reviewed executive accomplishments in total gas throughput, number of
new customers, cost of adding a new customer, earnings, expenses, operating and
net income and the Company's assumption of a leadership role in natural gas
related businesses.

The Company has established three programs providing for direct
compensation of executive officers: the Base Salary Program, the Incentive Plan
and the Executive Long-Term Compensation Plan (the "Executive Plan"). The
structure of the total executive compensation package is such that when the
Company achieves its annual business objectives, the Company's senior executives
receive a level of compensation approximately equivalent to the average
compensation paid to executives of similar companies.

Each of these three programs is discussed in greater detail below.

Base Salary Program

In setting the base salary levels of each executive officer, the Committee
considers the base salaries of executive officers in comparable positions in
other similarly situated natural gas companies. In setting levels, the Company
currently targets the 50th percentile of the relevant labor market. The
Committee also considers the executive's

<PAGE>

experience level and the actual performance of the executive (in view of the
Company's needs and objectives). Changes in compensation are directly dependent
upon individual and Company performance. Mr. Richard's 1994 base salary
approximates the 50th percentile of chief executives of similarly sized gas
distribution companies and reflects 1994 performance slightly above targeted
goals.

Incentive Plan

Under the Incentive Plan, officers and certain key employees of the Company
and NJNG designated by the Committee may receive additional cash compensation
based upon the attainment of specific corporate goals established by management
and reviewed and approved by the Committee and the Board of Directors. Awards
under the Incentive Plan are based upon a percentage of the base salaries of
each eligible Incentive Plan participant during the year. Threshold, target and
maximum incentive award levels are established annually by the Committee for
each award group.

Individual performance awards are payable based on the executive's overall
performance and achievement of his or her annual performance goals. Incentive
award levels are intended to provide payments that are competitive within the
industry when performance results are fully achieved. Under Mr. Richard's May
1991 letter agreement, Mr. Richard is to receive an annual award under the
Incentive Plan ranging from 20 percent to 30 percent of his base salary subject
to the attainment of annual performance goals established by the Committee and
approved by the Board.

The incentive awards to executive officers for achievements in fiscal 1994
(paid in fiscal 1995) and the $75,000 incentive award made to Mr. Richard for
1994 performance reflect overall results that were slightly above target for the
Company and NJNG.

Executive officers of the Company's other subsidiaries have not
participated in the Incentive Plan. Instead, annual bonus awards are made to
these individuals based upon the executives' and subsidiaries' performance. The
Committee believes that variable at-risk compensation, both annual and
long-term, should make up a significant part of an executive's compensation and
that the amount of this compensation component should increase with increasing
levels of responsibility.

Executive Plan

The Executive Plan provides for the award of stock options, performance
units or restricted stock ("service awards") to designated officers and certain
key employees. Although awards under the Executive Plan were initially made in
the form of service awards, beginning in fiscal 1992 (awarded in fiscal 1993)
the Committee has made awards exclusively in the form of stock options which the
Committee believes can be more directly linked to the Company's performance. As
the value of the Company's stock is generally considered the strongest indicator
of overall corporate performance, stock option awards, which allow the executive
to benefit by appreciation in stock price at no direct cost to the Company,
provide a strong incentive to executives by relating a portion of compensation
to the future value of the Company's stock. Additionally, stock options
encourage individuals to act as owner managers and are an important means of
fostering a mutual interest between management and shareholders.

Stock option awards to executives for fiscal 1994 (made in fiscal 1995)
were generally determined on the basis of the executive's position within the
Company and level of 1994 base salary. The Committee also considered the amount
and terms of options already held by executives in making the awards for fiscal
1994. The 20,820 stock options awarded to Mr. Richard were consistent with his
May 1991 letter agreement under which the Board may make annual stock option
awards to Mr. Richard having an aggregate market value of approximately 150
percent of his then current base salary. In addition, Mr. Richard received an
additional service award in 1994 of 1,209 shares of restricted common stock as
provided by his May 1991 letter agreement with the Company.

<PAGE>

Other

In accordance with the project incentive bonus arrangements previously
established for Dr. Gluckman and Mr. Schwolsky, in fiscal 1994 the Board awarded
each of these individuals a $200,000 bonus as a result of their successful
negotiation of a buy-out settlement of a power purchase agreement for a
cogeneration project being jointly developed by the Company's subsidiary,
Paradigm Power, Inc. The bonus is payable only on a pro rata basis over the same
three-year period as the settlement amounts are received by the Company.
Accordingly, Dr. Gluckman and Mr. Schwolsky each received a bonus payment in
1994 of $26,570.

Compensation Committee Interlocks and Insider Participation

No member of the Compensation Committee is a former or current officer or
employee of the Company or any of its subsidiaries, nor does any executive
officer of the Company serve as an officer, director or member of a compensation
committee of any entity one of whose executive officers or directors is a
director of the Company.

Compensation and Benefits Committee
Bruce G. Coe
Warren R. Haas
Donald E. O'Neill
Richard S. Sambol
John J. Unkles, Jr.

SUMMARY COMPENSATION TABLE

- ------------------------------------------------------------------------------------------------------------------------
Annual Compensation Long-Term Compensation
---------------------------------- ---------------------------
Awards Payouts
- ------------------------------------------------------------------------------------------------------------------------
Other
Annual Restricted All Other
Com- Stock LTIP Compen-
Name and Principal Salary Bonus pensation Awards(s) Options Payouts sation
Position Year* ($) ($) ($) ($)(1) (#) ($) ($)
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Oliver G. Richard III 1994 310,625 75,000 -- 35,000(2) 16,731 -- 11,236(3)
Chairman, President and 1993 290,000 60,000 -- 35,000(2) 19,550 -- 9,096
Chief Executive Officer 1992 290,000 48,750 -- 35,000(2) -- -- --
- ------------------------------------------------------------------------------------------------------------------------
Peter M. Schwolsky 1994 199,387 26,570(4) -- -- 3,375 -- 10,398(5)
Executive Vice President, 1993 195,000 14,500 -- -- 3,943 -- 6,619
Law and Corporate 1992 195,750 26,600 -- -- -- -- 6,619
Development
- ------------------------------------------------------------------------------------------------------------------------
Michael J. Gluckman(6) 1994 189,163 26,570(4) -- -- 3,558 -- 3,687(7)
President, Paradigm 1993 185,000 -- -- -- 4,157 -- --
Power, Inc. 1992 77,083 -- -- -- --
- ------------------------------------------------------------------------------------------------------------------------
James M. Bollerman 1994 158,250 15,000 -- -- 3,043 -- 6,817(8)
President and Chief 1993 158,250 26,250 -- -- 3,556 -- 3,380
Executive Officer, 1992 158,250 25,000 -- -- -- -- 5,269
Commercial Realty
& Resources Corp.
- ------------------------------------------------------------------------------------------------------------------------
Laurence M. Downes 1994 136,250 25,000 -- -- 1,923 -- 6,764(9)
Senior Vice President & 1993 120,843 17,500 -- -- 1,948 -- 5,902
Chief Financial Officer 1992 106,598 13,480 -- -- -- -- 5,487
- ------------------------------------------------------------------------------------------------------------------------
<FN>
- ------------

* For fiscal year ended September 30.

(1) Number and value of aggregate restricted shares at September 30, 1994:

Number of Shares
Vesting on
Aggregate Aggregate First Anniversary
Shares Value of Grant
--------- --------- -----------------
Oliver G. Richard III 1,209 $25,540 1,209

Dividends are paid or accrued on these restricted shares.

(2) Represents service awards made to Mr. Richard of 1,209, 1,572 and 1,818
shares, in 1994, 1993 and 1992, respectively, under the Company's Executive
Long-Term Incentive Compensation Plan (the "Executive Plan"), pursuant to
the terms of his letter agreement with the Company dated May 31, 1991 (the
"letter agreement").

(3) Consists of the Company's matching contributions under the Employees'
Retirement Savings Plan (the "Savings Plan") ($6,675) and the Company's
contributions under the Employee Stock Ownership Plan (the "ESOP II")
($4,561).

(4) Represents initial installment of a $200,000 bonus payable over three
years. See "Employment Arrangements, Termination of Employment And Change
of Control Arrangements" below.

(5) Consists of the Company's matching contributions under the Savings Plan
($5,982) and the Company's contributions under the ESOP II ($4,416).

(6) Dr. Gluckman became President of Paradigm Power, Inc. in May 1992.

(7) Consists of the Company's contributions under the ESOP II ($3,687).

(8) Consists of the Company's matching contributions under the Savings Plan
($3,165) and the Company's contributions under the ESOP II ($3,652).

(9) Consists of the Company's matching contributions under the Savings Plan
($4,087) and contributions under the ESOP II ($2,677).

</FN>
</TABLE>

OPTION GRANTS IN 1994 FISCAL YEAR
- ---------------------------------------------------------------------------------------------------------
Individual Grants
- ---------------------------------------------------------------------------------------------------------
Percent of Potential Realizable
Number of Total Value at Assumed
Securities Options Annual Rates of Stock
Underlying Granted to Price Appreciation
Options Employees Exercise Expira- for Option Term
Granted in Fiscal Price tion ---------------------
Name (#) Year ($/Sh)(1) Date 5%($) 10%($)
---- --------- --------- ---------- ------- ------- --------
<S> <C> <C> <C> <C> <C> <C>

Oliver G. Richard III ............ 16,731 29.2% 26.00 11/30/03 273,571 693,286
Peter M. Schwolsky ............... 3,375 5.9% 26.00 11/30/03 55,185 139,851
Michael J. Gluckman .............. 3,558 6.2% 26.00 11/20/03 58,177 147,434
James M. Bollerman ............... 3,043 5.3% 26.00 11/30/03 49,757 126,094
Laurence M. Downes ............... 1,923 3.4% 26.00 11/30/03 31,443 79,684
- ---------------------------------------------------------------------------------------------------------
<FN>
- -----------
(1) Represents the fair market value at the date of grant.

</FN>
</TABLE>

AGGREGATED OPTION EXERCISES IN 1994 FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
- -----------------------------------------------------------------------------------------
Number of Value of
Unexercised Unexercised
Shares Value Options Options
Acquired on Realized at Fiscal at Fiscal
Name Exercise(#) ($) Year-End(#) Year-End($)
---- ----------- -------- ------------ -----------
Exercisable/ Exercisable/
Unexercisable Unexercisable
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Oliver G. Richard III ...... -- -- 22,641/37,312 37,550/12,517
Peter M. Schwolsky ......... -- -- 985/6,333 -/-
Michael J. Gluckman ........ -- -- 1,039/6,676 -/-
James M. Bollerman ......... -- -- 889/5,710 -/-
Laurence M. Downes ......... -- -- 487/3,384 -/-
- -----------------------------------------------------------------------------------------
</TABLE>

<PAGE>

COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN *

[Tabular representation of Performance Graph is set forth below]

9/89 9/90 9/91 9/92 9/93 9/94
----- ---- ---- ---- ---- ----
NJR ................. 100.00 99.59 118.29 144.28 198.70 153.80
S&P 500 ............. 100.00 90.75 118.93 132.01 149.16 154.83
S&P Utilities ....... 100.00 98.29 114.55 130.94 162.67 141.46

* Assumes $100 invested on September 30, 1989 in NJR stock, the S&P 500 Index
and the S&P Utility Index. Cumulative total return includes reinvestment of
dividends.

RETIREMENT PLANS

The following table sets forth estimated annual benefits payable upon
retirement (including amounts attributable to the Plan for Retirement
Allowances for Non-Represented Employees (the "Plan") and any other defined
benefit supplementary or excess pension award plans) in specified compensation
and years of service classifications, and assumes a reduction of approximately
10% which is applied to married employees in order to provide the spouse a
survivor's annuity of 50% of the employee's reduced retirement benefit:

PENSION PLAN TABLE

Years of Credited Service
-----------------------------------------------------------
Remuneration 10 15 20 25 30 40
- ------------ -- -- -- -- -- --
$125,000 $17,280 $25,919 $ 34,559 $ 43,199 $ 51,839 $ 67,510
150,000 20,992 31,488 41,984 52,480 62,976 81,910
175,000 24,705 37,057 49,409 61,761 74,114 96,310
200,000 28,417 42,626 56,834 71,043 85,251 110,710
225,000 32,130 48,194 64,259 80,324 96,389 125,110
250,000 35,842 53,763 71,684 89,605 107,526 139,510
275,000 39,555 59,332 79,109 98,886 118,664 153,910
300,000 43,267 64,901 86,534 108,168 129,801 168,310
325,000 46,980 70,469 93,959 117,449 140,939 182,710
350,000 50,692 76,038 101,384 126,730 152,076 197,110
375,000 54,405 81,607 108,809 136,011 163,214 211,510
400,000 58,117 87,176 116,234 145,293 174,351 225,910

12
<PAGE>

For the five executives named in the Summary Compensation Table,
compensation covered by the Plan equals their Base Salary.

The number of years of credited service at normal retirement for the
named executive officers are as follows:

Years of
Name credited service
----- ----------------
Oliver G. Richard, III ...... 26
Peter M. Schwolsky .......... 20
Michael J. Gluckman ......... 10
James M. Bollerman .......... 38
Laurence M. Downes .......... 37

Benefits are computed on a straight life, annuity basis. The benefits
listed in the above table are not subject to deduction for Social Security or
other amounts.

To the extent benefits that would otherwise be payable to an employee
under the Company's ESOP II and Savings Plans exceed the specified limits on
such benefits imposed by the Internal Revenue Code of 1986, as amended (the
"Code"), it is the Company's plan to pay such excess benefits to the employee
at the time the employee receives payment under these plans. These excess
benefit payments would be made from the general funds of the Company. As of
September 30, 1994, no employee of the Company would have been entitled to
payments for benefits in excess of the Code limits under this policy.

The Company has supplemental retirement agreements ("Supplemental
Retirement Agreements") with Messrs. Bollerman and Downes and certain other
officers not named in the Summary Compensation Table, payable over a five-year
period commencing with retirement at age 65. At projected retirement, the
maximum amounts currently payable to Messrs. Bollerman and Downes under their
respective Supplemental Retirement Agreements would be $170,000 and $85,000,
respectively.

EMPLOYMENT ARRANGEMENTS, TERMINATION OF EMPLOYMENT AND
CHANGE OF CONTROL ARRANGEMENTS
Mr. Richard

Under his letter agreement, Mr. Richard is to receive annual compensation
as Chief Executive Officer, as may be determined by the Board of Directors,
including (i) a base salary, (ii) an incentive bonus, (iii) an annual service
award under the Executive Plan consisting of shares of the Company's Common
Stock having a market value of $35,000 and (iv) the right to participate in
the Company's incentive, welfare, retirement, savings and stock ownership
plans, including the Company's Pension Equalization Plan, which provides
certain retirement benefits to participants therein to the extent retirement
benefits cannot otherwise be provided to such participants under the Company's
qualified retirement plan due to legal or plan limitations. Under the letter
agreement, the Board may in its discretion consider the award of additional
stock options to Mr. Richard annually during the term of his employment for
the purchase of Common Stock having a market value at the time of grant of
approximately 150% of his then current base salary.

Dr. Gluckman

The Company has entered into a letter agreement, dated March 11, 1992,
with Dr. Michael J. Gluckman, President of Paradigm Power, Inc. ("Paradigm"),
the Company's subsidiary engaged in the development of natural gas fueled
independent power production facilities. Under this agreement, Dr. Gluckman is
entitled to receive a

13
<PAGE>

minimum base salary of $185,000 per year during the three-year term of the
agreement, which will automatically be extended for an additional year unless
earlier terminated, and may participate in the Company's incentive, welfare,
retirement, savings and stock ownership plans. In addition, Dr. Gluckman is
entitled to receive a project incentive bonus, subject to certain conditions,
based upon a specified percentage of the capital cost of the project, upon the
successful development of newly developed Paradigm projects. Each such project
and its proposed capital costs, and thus any project incentive bonus payable to
Dr. Gluckman, will be subject to the prior approval of the Company's Board of
Directors.

In 1993, a subsidiary of Paradigm entered into an agreement to jointly
develop a proposed cogeneration project which would sell electricity to an
unaffiliated utility, pursuant to a power purchase agreement. In 1994 the
power purchase agreement was terminated in exchange for a buy-out settlement.
The Company's total share of the buy-out settlement, which is to be received
over a three-year period, including interest, is expected to be approximately
$4,800,000. Based on Dr. Gluckman's project incentive bonus arrangement and
his efforts in developing the project and then negotiating the buy-out
settlement, the Board awarded him a bonus in the amount of $200,000, payable
only on a prorated basis, over the same three-year period in which the Company
receives payment. During 1994, the Company received $641,000, or approximately
13% of the expected total settlement. Accordingly, Dr. Gluckman received 13%
of the total bonus award, or $26,570.

Mr. Schwolsky

The Company has also granted to Mr. Schwolsky, whose executive
responsibilities include coordination and development of the Company's
subsidiary businesses, including Paradigm, the right to receive a project
incentive bonus for newly developed Paradigm projects on the same basis as Dr.
Gluckman. Mr. Schwolsky was also awarded a $200,000 incentive award bonus, of
which $26,570 was paid in 1994, in consideration of his efforts in developing
and then negotiating the buy-out of the cogeneration project as described
above. Mr. Schwolsky's bonus is payable on the same basis as the similar bonus
awarded to Dr. Gluckman.

Change of Control Arrangements

Under the Executive Plan, in the event of a change of control (as defined
therein) of the Company, the Board may, among other things, accelerate the
entitlement to outstanding benefits awarded thereunder.

Pursuant to the Supplemental Retirement Agreements of Messrs. Bollerman
and Downes, in the event of a change of control of the Company, the right to
the amounts payable to each of them thereunder becomes immediately vested and
such amounts are immediately payable in the event of a subsequent termination
of employment for any reason. Change of control of the Company is defined as a
reportable change of control under the proxy rules of the Securities and
Exchange Commission, including the acquisition of a 30% beneficial voting
interest in the Company, or a change in any calendar year in such number of
directors as constitutes a majority of the Board of Directors, unless the
election, or the nomination for election by the Company's stockholders, of
each new director was approved by a vote of at least two-thirds of the
directors then still in office who were directors at the beginning of the
year.

ADOPTION OF RESTRICTED STOCK AND STOCK OPTION PROGRAM
FOR OUTSIDE DIRECTORS

[Item (2) on Proxy Card]
Item 2

On January 11, 1995, the Board of Directors unanimously adopted, subject
to shareholder approval at the Meeting, the Restricted Stock and Stock Option
Program For Outside Directors (the "Outside Director Program" or

14
<PAGE>

"Program"). The purpose of the Outside Director Program is to enable the
Company to attract and retain persons of outstanding competence to serve on
the Board of Directors and strengthen the link between the Directors and
Company stockholders by paying Outside Directors a portion of their
compensation in Company common stock and options to purchase common stock
("Awards"). The Outside Director Program, which is summarized below, is set
forth in its entirety in Appendix A to the proxy statement to which reference
is made for a complete description of the Program.

Participation

Members of the Board of Directors who are not employees of the Company or
any of its subsidiaries ("Outside Directors") are eligible to participate in
the Outside Director Program. Eleven members of the Board are currently
Outside Directors.

Administration

The Outside Director Program will be administered by an Administrative
Committee ("Committee") consisting of the Chief Executive Officer of the
Company and two other officers of the Company or its subsidiaries designated
by the Chief Executive Officer. In the absence of such designation, the other
members of the Committee will be the Chief Financial Officer and the Secretary
of the Company.

Shares Subject to the Program

Under the Program, each Outside Director will receive automatic grants of
common stock of the Company and options to purchase common stock of the
Company, as described below. The total number of shares of common stock
("Shares") available for Awards under the Program is 175,000 subject to
adjustment in the event of a merger, consolidation, stock split, stock
dividend or other recapitalization ("Recapitalization"). Shares will consist
of previously authorized and unissued shares or treasury shares. Any Shares
(i) awarded under the Program with respect to which the restrictions set forth
below have not lapsed and which have thus been forfeited and (ii) subject to
the unexercised portion of an option granted under the Program which expires
or terminates without being exercised shall again be available for Awards
under the Program. The closing price of the Company's Common Stock as quoted
on the New York Stock Exchange Consolidated Tape on January 13, 1995 was
$22 3/8 per share.

Types of Awards

Each Outside Director will automatically receive on the date of
shareholder approval of the Program ("Program Approval Date"), 200 shares of
the Company's common stock ("Restricted Stock"). Outside Directors who are
elected or appointed to the Board thereafter will likewise automatically
receive 200 Shares of Restricted Stock on the date of their election or
appointment. Each grant of Restricted Stock will vest ratably and become
exercisable in 50 share increments on each anniversary of the grant date
thereof. Except in cases of accelerated vesting as discussed below,
termination of service of an Outside Director for any reason will result in
forfeiture of all Shares not then vested; provided, however, that on the date
of an Outside Director's death or resignation due to a disability or
retirement, all Shares of Restricted Stock for which the vesting restrictions
have not lapsed will immediately become fully vested.

In addition, each Outside Director will automatically receive options to
purchase 5,000 shares of the Company's common stock on the Program Approval
Date, and Outside Directors elected or appointed to the Board thereafter will
automatically receive options to purchase 5,000 shares of the Company's Common
Stock on the date of their election or appointment ("Initial Options"). Each
Initial Option will vest ratably and become exercisable in 1,000 share
increments on each anniversary of the grant date thereof. In addition,
commencing with the first anniversary of an

<PAGE>

Initial Option grant to an Outside Director and annually thereafter, each
Outside Director will automatically receive an additional option to purchase
1,000 shares of the Company's common stock, such options to be fully
exercisable on the first anniversary of their respective dates of grant
("Annual Options"). The exercise price for all options will be the fair market
value of the Shares subject to such option on the grant date thereof. Initial
Options and Annual Options will expire ten years from their dates of grant
subject to earlier expiration under certain circumstances when an optionee
ceases to be an Outside Director. Options are not transferable except under
certain limited circumstances.

Restricted Stock and Shares underlying options are subject to adjustment
in the event of a Recapitalization.

Accelerated Vesting

In the event of a dissolution or liquidation of the Company or a merger
or consolidation of the Company in which the Company is not the surviving
corporation, Awards of Restricted Stock which have not yet vested and any
unexercised options granted prior to the date of dissolution, liquidation,
merger or consolidation will automatically become vested and exercisable,
respectively, immediately prior to such date.

In the event of a "change in control" of the Company, as defined, any
Awards of Restricted Stock which have not vested and any unexercised options
granted prior to the date of such event will immediately become vested and
exercisable, respectively, immediately prior to such date. At the optionee's
request, however, the Committee will purchase any unexercised options for the
fair market value of the stock underlying such options on the date immediately
preceding a change in control.

In addition, the Committee may in its discretion accelerate the vesting
of Restricted Stock and options where it deems it appropriate in the event of
extraordinary circumstances.

Termination and Amendment

The Outside Director Program was adopted by the Board of Directors
effective March 8, 1995, subject to shareholder approval at the Meeting. The
Program may be terminated by the Board at any time. The Board may amend the
Program, except that any amendment which would materially increase the
benefits accruing to Outside Directors, increase the number of Shares which
may be issued under the Program, or materially modify the eligibility
requirements of the Program, will require the approval of a majority of the
holders of the Company's common stock present and entitled to vote at a
meeting of shareholders, and provided further, that any such action may not
adversely affect any Outside Director's rights under the Program with respect
to Awards which were made prior to such action.

Grant Information

On the Program Approval Date, each Outside Director will receive an award
of Restricted Stock of 200 Shares and an Initial Option Grant to purchase
5,000 Shares; thereafter, each Outside Director will receive an option to
purchase 1,000 Shares on the anniversary date of the initial Award. The
following table shows the fair market value and number of Shares of Restricted
Stock and Shares underlying options that will be granted under the Program on
that date, assuming the Program is approved by stockholders at the Meeting.

<PAGE>

NEW PLAN BENEFITS
NEW JERSEY RESOURCES CORPORATION
RESTRICTED STOCK AND STOCK OPTION PROGRAM
FOR OUTSIDE DIRECTORS

Number of Units
---------------------------------------
Name and Position Dollar Value($)(1) Stock Options
- ----------------- ------------------ ----- -------
CEO and Named Executive Officers ..... Not Eligible -- --

Executive Officers as a Group ........ Not Eligible -- --

Non-Executive Directors as a Group
(11 persons) ........................ 1,279,850 2,200 55,000

All Employees, Including Non-Executive
Officers, as a Group ............... Not Eligible -- --

Number of Units
----------------------------------------
Restricted
Nominees for Director Dollar Value($)(1) Stock Options
- --------------------- ------------------ ---------- -------
Joe B. Foster .................. 116,350 200 5,000

Charles G. Stalon .............. 116,350 200 5,000

John J. Unkles, Jr ............. 116,350 200 5,000

Directors
- ---------
Roger E. Birk .................. 116,350 200 5,000

Bruce G. Coe ................... 116,350 200 5,000

Warren R. Haas ................. 116,350 200 5,000

Shirley A. Jackson ............. 116,350 200 5,000

Dorothy K. Light ............... 116,350 200 5,000

Donald F. O'Neill .............. 116,350 200 5,000

Richard S. Sambol .............. 116,350 200 5,000

Thomas B. Toohey ............... 116,350 200 5,000

Federal Income Tax Consequences

An Outside Director will not recognize gross income, for federal tax
purposes, upon the grant of an Initial Option or Annual Option. Upon exercise
of an option, the Outside Director will recognize ordinary income equal to the
excess of (i) the fair market value of the Shares subject to exercise over
(ii) the aggregate option exercise price paid for such Shares. Such gross
income will be treated as self-employment income for FICA (social security)
and Medicare tax purposes.

- --------------
(1) Based on $22 3/8 per share, the closing price of the Company's common stock
on January 13, 1995. Options will be exercisable at the fair market value
of the Company's common stock on the grant date.

<PAGE>

The grant of Restricted Stock should not result in gross income for an
Outside Director for federal income tax purposes. Upon lapse of the
restrictions, an Outside Director will recognize ordinary income in an amount
equal to the fair market value of the Shares of Restricted Stock at the time of
lapse. Prior to the lapse of the restrictions, any dividends received on the
Restricted Stock by an Outside Director will be ordinary income. Such ordinary
income will be treated as self-employment income for FICA and Medicare tax
purposes.

An Outside Director's basis in Shares acquired upon exercise of an option,
or the lapse of restrictions on Restricted Stock, will be the fair market value
of the Shares and the holding period of such Shares will begin on the day
following the date of exercise or lapse. Any gain or loss recognized upon the
sale or disposition of such Shares will be capital gain or loss, which will be
short-term or long-term, depending on the Outside Director's holding period.

An Outside Director may elect, under Section 83(b) of the Internal Revenue
Code of 1986, as amended (the "Code"), to recognize ordinary income equal to the
fair market value of the Restricted Stock at the time of grant by filing an
appropriate election with the Internal Revenue Service within thirty days of the
date of grant. If such an election is made, all of the tax consequences
described above will be treated as occurring on the date of grant. In the event
that the Outside Director forfeits the Restricted Stock prior to the lapse of
the restrictions, he or she will not be entitled to any deduction as a result of
such forfeiture.

The Company will be entitled to a deduction, at the time of exercise of an
option, equal to the amount of ordinary income recognized by the Outside
Director. In the case of Restricted Stock, the Company should be entitled to a
similar deduction at the earlier of the lapse of the applicable restrictions or
if a Section 83(b) election is made, the date of grant.

Under certain circumstances, the acceleration of vesting of the Restricted
Stock and the stock options resulting from a change of control could be treated
as an "excess parachute payment" under Section 280G of the Code, which would
have adverse tax consequences to the Outside Director and the Company. The
Company believes it is unlikely that Section 280G will apply to any Outside
Director.

This discussion does not address state or local tax consequences.

Approval of the Outside Director Program requires the affirmative vote of a
majority of the shares present, or represented by proxy, and voting at the
Meeting.

THE BOARD RECOMMENDS THAT STOCKHOLDERS VOTE
FOR THE OUTSIDE DIRECTOR PROGRAM

APPOINTMENT OF AUDITORS

[Item (3) on Proxy Card]
Item 3

It is intended that the shares represented by the proxy holders will be
voted for approval of the appointment of Deloitte & Touche LLP (unless otherwise
indicated on proxy) as independent public accountants (auditors) to report to
the stockholders on the financial statements of the Company for the fiscal year
ending September 30, 1995. Each professional service performed by Deloitte &
Touche LLP during fiscal 1994 was approved in advance or was subsequently
approved and the possible effect on the auditors' independence was considered by
the Audit Committee. The Audit Committee has recommended, and the Board of
Directors has approved, the appointment of Deloitte & Touche LLP subject to the
approval of the stockholders at the Meeting. Although submission of the
appointment of independent public accountants to stockholders is not required by
law, the Board of Directors, consistent with its past policy, considers it
appropriate to submit the selection of auditors for stockholder approval.

<PAGE>

Representatives of Deloitte & Touche LLP are expected to be present at the
Meeting with the opportunity to make a statement if they desire to do so and to
be available to respond to appropriate questions.

The affirmative vote of the holders of a majority of the shares of Common
Stock of the Company present, or represented by proxy, and voted at the Meeting
is required for the approval of this item. The Board has not determined what
action it would take if the stockholders do not approve the selection of
Deloitte & Touche LLP, but would reconsider its selection in light of the
stockholders' action.

THE BOARD RECOMMENDS THAT STOCKHOLDERS VOTE FOR
THE APPOINTMENT OF DELOITTE & TOUCHE LLP

OTHER MATTERS

Compliance with Section 16 (a) of the Securities Exchange Act

Section 16 (a) of the Securities Exchange Act of 1934 requires the
Company's executive officers and directors, and persons who beneficially own
more than ten percent of the Company's equity securities to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
("SEC") and the New York Stock Exchange. Officers, directors and greater than
ten percent shareholders are required by SEC regulation to furnish the Company
with copies of all Section 16 (a) forms they file.

Except for the following, the Company believes that all such filing
requirements applicable to its officers and directors (the Company not being
aware of any ten percent holder) were complied with during fiscal 1994: grants
of stock options under the Company's Executive Long-Term Compensation Plan to
Messrs. J. M. Bollerman, H. C. Bottino, F. X. Colford, L. M. Downes, M. J.
Gluckman, T. J. Kononowitz, G. C. Lockwood, C. W. Porter, O. G. Richard III and
P. M. Schwolsky and Mrs. O. J. Harden were, due to a ministerial lapse,
inadvertently omitted from their 1993 annual filings. These stock option grants,
which in the cases of Messrs. Bollerman, Gluckman, Richard and Schwolsky were
previously reported in the Company's 1993 proxy statement, have now been
reported in the 1994 annual filings for all these individuals.

EXPENSES OF SOLICITATION

All expenses of soliciting proxies, including clerical work, printing, and
postage will be paid by the Company. Proxies may be solicited personally, or by
mail, telephone, facsimile, or telegraph, by officers and other employees of the
Company, but the Company will not pay any compensation for such solicitations.
In addition, the Company has agreed to pay Corporate Investor Communications a
fee of $6,000 plus reasonable expenses for proxy solicitation services. The
Company will also reimburse brokers and other persons holding shares in their
names or in the names of nominees for their expenses for sending material to
beneficial owners and obtaining their proxies.

STOCKHOLDER PROPOSALS FOR 1996 ANNUAL MEETING

Proposals of stockholders intended to be presented at the 1996 Annual
Meeting must be received by the Company on or before September 25, 1995 to be
considered for inclusion in the Company's proxy statement and for consideration
at that meeting. Stockholders submitting such proposals are required to be the
beneficial owners of shares of the Company's Common Stock amounting to $1,000 in
market value and to have held such shares for at least one year prior to the
date of submission.

<PAGE>
OTHER BUSINESS

The Board does not know of any other business which may be brought before
the Meeting. However, if any other matters should properly come before the
Meeting or at any adjournment thereof, it is the intention of the persons named
in the accompanying proxy to vote on such matters as they, in their discretion,
may determine.

By Order of the Board of Directors

OLETA J. HARDEN
Secretary

Dated: January 23, 1995

<PAGE>

APPENDIX A

NEW JERSEY RESOURCES CORPORATION
RESTRICTED STOCK AND STOCK OPTION PROGRAM
FOR OUTSIDE DIRECTORS

1. Purpose. The purpose of this Restricted Stock and Stock Option Program
for Outside Directors ("Program") is to enable New Jersey Resources Corporation
("NJR") to attract and retain persons of outstanding competence to serve on its
Board of Directors and strengthen the link between the Directors and NJR
stockholders by paying such persons a portion of their compensation in NJR
common stock and options to purchase such stock (collectively, "Awards").

2. Definitions.

(a) The terms "Outside Director" or "Participant" mean a member of the
Board of Directors of NJR who is not an employee (within the meaning of the
Employee Retirement Income Security Act of 1974) of NJR or any of its
Subsidiaries. A Director of NJR who is also an employee of NJR or any of its
Subsidiaries shall become eligible to participate in the Program and shall be
entitled to receive Awards hereunder upon the termination of such employment.

(b) The term "Subsidiary" shall mean any corporation 50% or more of the
outstanding common stock of which is owned, directly or indirectly, by NJR.

(d) The term "Disability" means a permanent and total disability as defined
in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended.

(e) The term "Retirement" shall mean normal retirement as an Outside
Director at age 70.

(f) The term "Committee" shall mean the Administrative Committee
established pursuant to Section 11 hereof.

3. Eligibility. All Outside Directors of NJR shall be eligible to receive
Awards hereunder.

4. Shares Subject to the Program. Subject to adjustment in accordance
with Section 9 hereof, the total number of shares of Restricted Stock, as
defined herein and shares of common stock underlying Options, as defined herein,
which may be granted under the Program is 175,000 ("Shares"). The Shares shall
be either previously authorized and unissued shares or treasury shares. Any
Shares (i) awarded under the Program with respect to which the restrictions set
forth in Section 5(c) hereof have not lapsed and which have thus been forfeited
and (ii) subject to the unexercised portion of any Option granted under the
Program which expires or terminates without being exercised shall again be
available for Awards under the Program.

5. Restricted Stock Awards.

(a) Grants. Each Outside Director shall as of the date the approvals set
forth in Section 12 hereof are obtained ("Program Approval Date"), automatically
receive an Award of 200 Shares. (Shares that are the subject of such Awards are
referred to herein as "Restricted Stock"). Subject to the maximum number of
Shares available under the Program, Outside Directors who are elected or
appointed to the Board of Directors after such date shall automatically receive
a Restricted Stock Award of 200 Shares on the date of such Outside Director's
initial election or appointment to the Board of Directors.

A-1

<PAGE>

(b) Certificates. Subject to the provisions of Sections 5(c) and 7 hereof,
certificates representing Restricted Stock may be issued in the name of the
respective Participants. During the period of time such Restricted Stock is
subject to the restrictions set forth in Section 5(c) hereof, any such
certificates shall be endorsed with a legend to that effect, and shall be held
by NJR. Alternatively, NJR may hold a global certificate representing all shares
of Restricted Stock subject to such restrictions. The Participant shall,
nevertheless, have all other rights of a shareholder of NJR, including the right
to vote and the right to receive all cash dividends paid and other distributions
made with respect to such Restricted Stock. Subject to the requirements of
applicable law, certificates representing Restricted Stock shall be delivered to
the Participant within 30 days after the lapse of the restrictions to which they
are subject.

(i) Provided that the grantee of such Award is then serving as an
Outside Director of NJR, 50 of the Shares that are the subject of each
Restricted Stock Award will vest on each of the first, second, third and
fourth anniversaries of the date of grant of the Award. Except as provided
in Sections 5(c)(ii) and 10 hereof, termination of Service of a Participant
for any reason shall result in forfeiture of all Shares that have not
vested as of the date of such termination;

(ii) Notwithstanding the provisions of Section 5(c)(i) above, on the
date of a Participant's death or resignation from the Board due to a
Disability, or a Participant's Retirement, all Shares issued as Restricted
Stock with respect to which the restrictions set forth herein have not yet
lapsed shall nevertheless immediately become fully vested.

(d) Transferability. During the period commencing on the grant date of a
Restricted Stock Award and ending on the date of termination of the Outside
Director's Service, death or Disability, such Restricted Stock may not be sold,
exchanged, transferred, pledged, hypothecated, or otherwise disposed of other
than to NJR pursuant to Section 7 hereof.

6. Stock Option Awards.

(a) Grants. Subject to the maximum number of Shares available under the
Program, each Outside Director shall automatically receive on the Program
Approval Date an Option to purchase 5,000 Shares ("Initial Option"). Subject to
the maximum number of Shares available under the Program, Outside Directors who
are elected or appointed to the Board of Directors after such date shall
automatically receive an Initial Option to purchase 5,000 Shares on the date of
such Outside Director's initial election or appointment to the Board of
Directors. Commencing with the first anniversary of the grant of an Initial
Option to an Outside Director and annually thereafter, each such Outside
Director shall automatically receive an additional Option to purchase 1,000
Shares ("Annual Option") (Initial Options and Annual Options are referred to as
"Options").

(b) Option Terms. Each Option and the issuance of Shares thereunder shall
be subject to the following terms:

(i) Option Agreement. Each Option shall be evidenced by an option
agreement ("Agreement") duly executed on behalf of NJR. Each Agreement
shall comply with and be subject to the terms and conditions of the
Program. Any Agreement may contain such other terms, provisions and
conditions not inconsistent with the Program as may be determined by the
Committee.

(ii) Option Exercise Price. The Option exercise price shall be the
fair market value of the Shares subject to the Option on the date of grant
thereof. For purposes of the Program, "fair market value" shall be the
closing sale price for NJR common stock on the date of grant on the New
York Stock Exchange Consolidated Tape as reported in The Wall Street
Journal, or, if NJR common stock was not traded on that day, on the next
preceding day on which common stock of NJR was so traded.

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<PAGE>

(c) Exercisability; Vesting. Subject to paragraph (e) immediately below and
Sections 9 and 10 hereof, each Initial Option shall become exercisable with
respect to 1,000 of the Shares subject thereto on each of the first, second,
third, fourth and fifth anniversaries of the date of grant of the Initial
Option, provided that the Participant optionee ("Optionee") has continued to
serve as an Outside Director until such anniversary date. Annual Options shall
vest and be fully exercisable on the first anniversary of their respective dates
of grant. (The exercise date of each Initial and Annual Option is referred to as
the "Exercise Date.") No portion of an Option shall be deemed vested until its
Exercise Date.

(d) Time and Manner of Exercise of Option.

(i) From and after its Exercise Date, an Option may be exercised in
whole or in part at any time and from time to time; provided, however, that
only whole Shares will be issued pursuant to the exercise of any Option.

(ii) Subject to Section 7 hereof, any Option may be exercised by
giving written notice, signed by the person exercising the Option, stating
the number of Shares with respect to which the Option is being exercised,
accompanied by payment in full for such Shares. Payment may be made in
whole or in part in (i) cash or (ii) shares of NJR common stock which
shares shall be valued at the closing sale price of NJR common stock on the
New York Stock Exchange Consolidated Tape as reported in The Wall Street
Journal for the trading date immediately preceding the date on which such
notice of exercise is given. The notice of exercise shall be irrevocable.
The Committee may provide for other methods of payment, including through
broker-assisted same day transactions.

(e) Terms of Options. Each Option shall expire ten (10) years from the date
of grant, but shall be subject to earlier expiration under the following
circumstances:

(i) In the event that an Optionee ceases to be an Outside Director for
any reason other than the Optionee's death or resignation from the Board
due to a Disability, Retirement, a Merger or Consolidation event (as
provided in Section 10 (a)), or a "Change in Control" (as hereinafter
defined), the Options granted to such Optionee shall automatically expire
ninety (90) days following the date such Optionee ceases to be an Outside
Director.

(ii) In the event of an Optionee's death, Disability or Retirement, a
Merger or Consolidation event (as provided in Section 10 (a)), or a "Change
in Control" (as hereinafter defined), all Options granted to such Optionee
shall immediately vest and become exercisable and shall then expire three
(3) years after the date of the Optionee's death, resignation from the
Board due to a Disability, Retirement or "Change in Control", as the case
may be. In the event of the Optionee's death, the Options held by such
Optionee may be exercised by the Optionee's legal representatives or the
estate, by any person or persons whom the Optionee shall have designated in
writing on forms prescribed by and filed with NJR or, if no such
designation has been made, by the person or persons to whom the Optionee's
rights have passed by will or the laws of descent and distribution.

(f) Transferability. During an Optionee's lifetime, an Option may be
exercised only by the Optionee or the Optionee's legal representative. Options
granted under the Program and the rights and privileges conferred thereby shall
not be subject to execution, attachment or similar process and may not be
transferred, assigned, pledged or hypothecated in any manner (whether by
operation of law or otherwise) other than by will or the laws of descent and
distribution or a "qualified domestic relations order" as defined in the
Internal Revenue Code of 1986 ("Code") or the Employee Retirement Income
Security Act ("ERISA") except that, to the extent permitted by applicable law
and Rule 16b-3 under Section 16(b) of the Securities Exchange Act of 1934, as
amended ("Exchange Act"), the Committee may permit an Optionee to designate in
writing during the Optionee's lifetime a beneficiary to receive and exercise
Options in the event of the Optionee's death, as provided in Section 6(e)(ii)
hereof. Any attempt to transfer,

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<PAGE>

assign, pledge, hypothecate or otherwise dispose of any Option under the Program
or of any right or privilege conferred thereby, contrary to the provisions of
the Program, or the sale or levy or any attachment or similar process upon
rights and privileges conferred hereby, shall be null and void.

(g) Optionee's or Successor's Rights as Stockholder. Neither an Optionee
nor an Optionee's successors in interest shall have any rights as a stockholder
of NJR with respect to any Shares subject to an Option granted to such person
until such person becomes a holder of record of such Shares.

(h) Representations and Warranties. Each Participant shall represent and
warrant to and agree with NJR that he or she (i) takes any Shares acquired upon
the exercise of Options for investment only and not for purposes of sale or
other disposition and will also take for investment only and not for purposes of
sale or other disposition any rights, warrants, shares, or securities which may
be issued on account of ownership of such Shares, and (ii) will not sell or
transfer any such Shares or any rights, Shares, or securities issued on account
of the Shares awarded or any Shares received upon exercise of any such rights or
warrants except in accordance with (A) an effective registration statement under
the Securities Act of 1933 or (B) an opinion of counsel for NJR (or of other
counsel acceptable to NJR) that such Shares, rights, warrants, or other
securities may be disposed of without registration under the Securities Act of
1933.

7. Payment Of Taxes. If required to do so by applicable law, Participants
shall pay to NJR, in cash, any federal, state or local taxes of any kind
required by law to be withheld with respect to any Shares which (a) shall have
vested in accordance with Section 5(c)(i) hereof on the vesting date thereof and
(b) are acquired upon the exercise of Options on the date such Options are
exercised. NJR, to the extent permitted or required by law, shall have the right
to deduct from any payment of any kind otherwise due to a Participant any
federal, state or local taxes of any kind required by law to be withheld with
respect to any vested Shares or to the delivery of common stock issued pursuant
to the exercise of Options under the Program. Subject to Committee approval, a
Participant may elect to (i) apply a portion of fees earned in respect of his or
her Service as an Outside Director or (ii) deliver shares of NJR common stock to
satisfy, in whole or in part, the amount NJR is required to withhold for taxes
in connection with a vesting of Shares or an exercise of an Option under the
Program. Such election must be made on or before the date the amount of tax to
be withheld is determined, and if applicable, subject to rules, regulations and
interpretations of the Commission or the Commission Staff under Section 16(b) of
the Exchange Act. Once made, the election shall be irrevocable. The withholding
tax obligation that may be paid by the delivery of shares may not exceed NJR's
minimum federal, state and local withholding tax obligations in connection
with Shares vested or Options exercised. The value of any NJR shares to be
delivered will be based on the closing sale price of NJR common stock on the New
York Stock Exchange Consolidate Tape on the trading date last preceding the
date the amount of tax to be withheld is determined as reported in The Wall
Street Journal.

8. Limitation As To Directorship. Neither the Program nor the granting of
any Awards hereunder nor any other action taken pursuant to the Program shall
constitute or be evidence of any agreement or understanding, express or implied,
that a Participant has a right to continue as a Director for any period of time.

9. Recapitalizations. If as a result of stock dividend, stock split,
recapitalization (or other adjustment in the stated capital of NJR), or as the
result of a merger, consolidation, or other reorganization, the common stock of
NJR is increased, reduced, or otherwise changed, the appropriate number of
Shares of Restricted Stock available and to be awarded and the aggregate number
of Shares for which Options may be granted, the number of Shares covered by each
automatic grant and each outstanding Option and exercise price per Share shall
be appropriately adjusted, and if by virtue thereof a Participant shall be
entitled to new or additional or different Restricted Stock Awards or Options,
such Restricted Stock or Options to which the Participant shall be entitled
shall be subject to the same terms, conditions, and restrictions herein
contained relating to the original date and terms and conditions governing
Awards

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<PAGE>

of Restricted Stock or Options. In the event that warrants or rights are awarded
with respect to Restricted Stock awarded hereunder, and the recipient exercises
such rights or warrants, the Restricted Stock or securities issuable upon such
exercise shall likewise be subject to the same terms, conditions, and
restrictions herein contained relating to the original Restricted Stock.

10. Acceleration Of Vesting Of Restricted Stock Awards And Stock Options.

(a) Merger or Consolidation. Subject to the provisions of Section 6(e)
hereof, in the event of a dissolution or a liquidation of NJR or a merger or
consolidation of NJR in which NJR is not the surviving corporation, any
Restricted Stock Awards which have not vested and any unexercised Options
granted prior to the date of such dissolution, liquidation, merger or
consolidation shall automatically become vested and exercisable, respectively,
immediately prior to such date.

(b) Change in Control. Subject to the provisions of Section 6(e) hereof, in
the event of a Change in Control of NJR, as hereinafter defined, any Restricted
Stock Awards which have not vested and any unexercised Options granted prior to
the date of such event shall automatically become vested and exercisable,
respectively, immediately prior to such date; provided, however, that upon an
Optionee's request, the Committee shall provide for the purchase of any such
unexercised Options for an amount of cash equal to the amount which would have
been realized if such Option were exercised and sold on the date immediately
preceding a Change in Control at the reported closing price per share of NJR
common stock on such day (or, if there was no closing price on such day, the
closing price on the immediately preceding day). The Committee may, in its
discretion, include such further provisions and limitations in any Agreement
entered into with respect to an Option as it may deem equitable and in the best
interests of NJR.

A "Change in Control" shall be deemed to have occurred if (a) absent
prior approval by the Board of Directors, thirty (30%) percent or more of
NJR's outstanding securities entitled to vote in elections of Directors
shall be beneficially owned, directly or indirectly, by any person, entity
or group; or (b) 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.

(c) Other. Notwithstanding anything to the contrary contained in the
Program, the Committee shall have discretion to accelerate the vesting of
Restricted Stock and Options awarded to an Outside Director on such terms and
conditions as the Committee may deem appropriate in the event of extraordinary
circumstances.

11. Administrative Committee. The Committee shall have full power and
authority to construe and administer the Program. Any action taken under the
provisions of the Program by the Committee arising out of or in connection with
the administration, construction, or effect of the Program or any rules adopted
thereunder shall, in each case, lie within the discretion of the Committee and
shall be conclusive and binding upon NJR and upon all Participants, and all
persons claiming under or through any of them. The Committee shall have as
members the Chief Executive Officer of NJR and two other officers of NJR or its
Subsidiaries designated by the Chief Executive Officer. In the absence of such
designation, the other members of the Committee shall be the Chief Financial
Officer and the Secretary of NJR.

12. Approval; Effective Date. The Program is subject to the approval of a
majority of the holders of NJR's common stock present and entitled to vote at a
meeting of shareholders. Subject to the receipt of such approval, the Program
shall be effective March 8, 1995.

13. Amendment. The Program may be amended or repealed by the Board of
Directors of NJR, except that any amendment which would materially increase the
benefits accruing to Participants, increase the number of Shares

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<PAGE>

which may be issued under the Program, or materially modify the requirements as
to eligibility for participation in the Program shall require the approval of a
majority of the holders of NJR's common stock present and entitled to vote at a
meeting of shareholders, and provided further, that any such action shall not
adversely affect any Participant's rights under the Program with respect to
Awards which were made prior to such action. In no event shall the provisions of
the Program be amended more than once every six months, other to comport with
changes in the Code, ERISA, or the rules thereunder.

14. Expenses Of The Program. All costs and expenses of the adoption and
administration of the Program shall be borne by NJR and none of such expenses
shall be charged to any Participant.

15. Compliance With Rule 16b-3. It is the intention of NJR that the Program
comply in all respects with Rule 16b-3 under Section 16(b) of the Exchange Act
and that Participants remain disinterested persons ("disinterested persons") for
purposes of administering other employee benefit plans of NJR and having such
other plans be exempt from Section 16(b) of the Exchange Act. Accordingly, if
any Program provision is later found not to be in compliance with Rule 16b-3 or
if any Program provision would disqualify Program Participants from remaining
disinterested persons, that provision shall be deemed null and void, and in all
events the Program shall be construed in favor of its meeting the requirements
of Rule 16b-3.

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<PAGE>

APPENDIX

Page 12 contains a description in tabular form of a graph entitled
"Comparison of Five Year Cumulative Total Return" which represents the
comparison of the cumulative total stockholder return on the Company's common
stock against the cumulative total return of the S&P 500 Index and the S&P
Utility Index for the period of five years commencing September 30, 1989 and
ending September 30, 1994. Such graph is contained in the paper format of this
Proxy Statement and, pursuant to Rule 304 of Regulation ST, has been submitted
supplementally with the Branch Chief (Branch 7), Division of Corporation
Finance of the Securities and Exchange Commission.

<PAGE>

PROXY

NEW JERSEY RESOURCES CORPORATION

1415 Wyckoff Road, Wall, NJ 07719

Solicited on behalf of the BOARD OF DIRECTORS
for the 1995 Annual Meeting of Stockholders

The undersigned hereby appoints Bruce G. Coe and Richard S. Sambol, and
each of them, with full power of substitution and to act alone, proxies to
represent the undersigned at the Annual Meeting of Stockholders of New Jersey
Resources Corporation to be held at 10:30 a.m., local time, on Wednesday, March
8, 1995, at the Robert B. Meyner Reception Center at the Garden State Arts
Center, Exit 116, Garden State Parkway, Holmdel, New Jersey 07733 and at any
adjournment thereof, and thereat to vote all of the shares of stock which the
undersigned would be entitled to vote, and, if applicable, hereby directs the
trustee(s) of employee benefit plan(s) shown on the reverse side of this card to
vote the shares of stock allocated to the account of the undersigned.

CONTINUED AND TO BE SIGNED AND DATED ON REVERSE SIDE

SEE REVERSE SIDE

Please mark votes as in this example. [ X ]

Unless otherwise indicated, this proxy will be voted "FOR" all nominees for
election as directed and "FOR" the proposals referred to herein.

1. Election of Directors
Nominees: Joe B. Foster, Oliver G. Richard III, Charles G. Stalon, John J.
Unkles, Jr.
FOR [ ] WITHHELD [ ]

[ ]
for all nominees except as written on the line above.
2. Adoption of Restricted Stock and Stock Option Program in the form set forth
in Appendix A to the Proxy Statement. FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. Appointment of Deloitte & Touche LLP as auditors for 1995.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
4. To act upon such other business as may properly come before the meeting or
any adjournment or adjournments thereof.

MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]
MARK HERE IF YOU PLAN TO ATTEND THE MEETING [ ]

In case of joint owners, each owner should sign. Where signing in a fiduciary or
representative capacity, please give full title as such. Proxies executed by a
corporation should be signed in full corporate name by duly authorized officer.

Signature: Date
Signature: Date