Related Party Transactions and Outside Related Director Information

NUI Corporation (Retired) (NUI.X)

5/13/2004 10K Information

There are companies and firms with which certain directors and executive officers are, or during fiscal 2003 were, affiliated as an officer and/or director that had transactions in the ordinary course of business with the company during fiscal year 2003 and similar transactions are expected to occur in the future. The companies or firms involved in these transactions and the related directors and officers are: National Fuel Gas Supply Corporation (Bernard S. Lee); FTI Consultants and Scouler Andrews (Dan Scouler); and Enjay Realty, LLC (John Kean). Except as discussed in the following paragraphs, none of these directors and officers had a direct or indirect material interest in any such transactions in which the amount involved exceeded $60,000.

The company is party to two gas transportation agreements with National Fuel Gas Supply Corporation (NFGSC). The agreements are under rate Schedule FT dated October 27, 1995 and rate Schedule EFT dated August 1, 1993. Bernard S. Lee is a director of NFGSC. In fiscal 2003, the company paid $1,662,192 to NFGSC under these agreements.

In October 2003, NUI engaged FTI Consultants, a consulting firm that provides interim management services, to manage its financial operations and develop new liquidity forecasts. Mr. Scouler, a Managing Director of FTI Consultants, became the company's interim Chief Financial Officer. NUI paid $507,318, inclusive of expenses, to FTI Consultants during the first fiscal quarter of 2004. In addition, on March 1, 2004, NUI engaged Scouler Andrews, a firm created by Mr. Scouler, to provide interim management and related services. Scouler Andrews continues to provide the services of Mr. Scouler as interim Chief Financial Officer. Through the second fiscal quarter of 2004, Scouler Andrews has been paid $200,000. For a discussion of the terms of this agreement, please see Item 11. Executive Compensation-Employment Contracts and Termination of Employment and Change of Control Arrangements.

The company is party to a lease agreement with Liberty Hall Joint Venture for the occupancy of a 200,000 square foot office building in Union, New Jersey. The joint Venture participants are Cali Liberty Hall Associates (a New Jersey partnership) and Enjay Realty, LLC (Enjay). John Kean, retired Chairman of the Board and current Board member, is the majority owner of Enjay. All negotiations relative to the lease were conducted between the company and Cali Liberty Hall Associates. In accordance with the lease, the annual base rent was approximately $3.2 million for each of the fiscal years ended September 30, 2003 and 2002. The lease provides for annual base rents of approximately $3.2 million from 2004 and 2005, $3.4 million from 2006 through 2010, $3.6 million from 2011 through 2015, $3.9 million from 2016 through 2020, and $4.2 million from 2021 through 2022.

John Kean is the father of John Kean, Jr.

1/28/2003 Proxy Information

The Company is party to a consulting agreement with John Kean, who retired as Chief Executive Officer of the Company effective April 1, 1995. The Agreement has a three-year term and expires on March 31, 2004. Under the Agreement, Mr. Kean provides consulting services to the Company for up to 110 hours each calendar month. The Agreement requires Mr. Kean to devote sufficient time and effort to perform such duties as may be assigned by the Company or the Board of Directors from time to time. During the term of the Agreement, if Mr. Kean remains a director, he shall hold the position of Chairman of the Board. In consideration of the services rendered under the Agreement, the Company provides Mr. Kean with an annual fee of $280,000; office space; clerical support; and expense reimbursement. Other than amounts paid under the Agreement, Mr. Kean does not receive any compensation for serving on the Board or Committees of the Board of the Company, its divisions or subsidiaries. The Agreement will terminate automatically in the event of Mr. Kean's death and may be terminated by the Company for cause or if Mr. Kean should become disabled. Mr. Kean may terminate the Agreement for "Good Reason" (as defined in the Agreement) following a change in control of the Company, upon the impairment of his health, or upon thirty days prior written notice. Upon a change in control of the Company, the Agreement is automatically extended for three years following such change in control. In addition, if following a change in control the Agreement is terminated by Mr. Kean for Good Reason or by the Company (or its successor), other than as a result of Mr. Kean's disability or for cause, Mr. Kean shall be entitled to receive (i) an amount equal to the amounts which would have otherwise been paid to him if the Agreement had remained in effect through its term, (ii) the continuation of benefits, if any, through the term of the Agreement, and (iii) an amount, if necessary, in order to offset the impact of the application of any excise tax imposed under the Internal Revenue Code upon the value of such payments and benefits.