AMENDMENT TO
NATIONAL FUEL GAS COMPANY
1993 AWARD AND OPTION PLAN
I, Bernard J. Kennedy, pursuant to the authorization granted
by the National Fuel Gas Company Board of Directors on September 20, 1995, do
hereby execute the following amendment to the National Fuel Gas Company 1993
Award and Option Plan ("1993 Plan"), effective August 29, 1995.
Section 17 of the 1993 Plan is hereby amended to read as
follows:
"No award under the Plan shall be subject in
any manner to alienation, anticipation, sale, transfer
(except by will or the laws of the descent and
distribu-tion, or pursuant to a qualified domestic
relations order), assignment, pledge or encumbrance,
except that, unless the Committee specifies otherwise,
awards of nonqualified stock options or SAR's granted on
or after August 29, 1995 to the Chief Executive Officer
of the Company, or to the President of National Fuel Gas
Distribution Corporation, National Fuel Gas Supply
Corporation or Seneca Resources Corporation, shall be
transferable without consideration, subject to all the
terms and conditions to which such non-qualified stock
options or SARs are otherwise subject, to members of a
Participant's immediate family as defined in SEC Rule
16a-1 promulgated under the Exchange Act, trusts for the
benefit of the Participant or such family members, and
entities which are wholly-owned by the Participant or
such family members. If and when the SEC amends Rule
16b-3 promulgated under the Exchange Act to permit
transferability of certain awards under plans intended to
satisfy Rule 16b-3, all nonqualified stock option and SAR
awards under the Plan shall also be transferable, subject
to all the terms and conditions to which such awards are
other-wise subject, to the maximum extent permitted by
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16b-3, as so amended and as from time to time in effect,
unless the Committee specifies otherwise. Except as
expressly permitted by this paragraph, an Award shall be
exercisable during the Participant's lifetime only by
him."
NATIONAL FUEL GAS COMPANY
October 27, 1995 /s/ Bernard J. Kennedy
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Dated Bernard J. Kennedy
President, Chief Executive Officer
and Chairman of the Board of Directors