AMENDMENT TO
NATIONAL FUEL GAS COMPANY
DEFERRED COMPENSATION PLAN
I, Bernard J. Kennedy, am duly authorized by Section 10.3 of the
National Fuel Gas Company Deferred Compensation Plan ("Plan") to amend the Plan
under certain circumstances, and I was also duly authorized by the Board of
Directors of National Fuel Gas Company ("Company") on September 20, 1995, to
amend the Plan to permit me to receive my full employer matching contribution
under the National Fuel Gas Company Tax-Deferred Savings Plan for Nonunion
Employees ("TDSP") through the tophat mechanism without contributing to the
TDSP, and to permit me or my successor as President to accord this treatment to
other employees of the Company and its subsidiaries from time to time.
Accordingly, I do hereby amend Section 9.2 of the Plan as follows, effective
August 1, 1995 (i.e., effective beginning with the Plan's Deferral Period
beginning on such date):
1. Paragraphs (b) - (d) are hereby relabeled as paragraph (c) - (e).
2. A new paragraph (b) is hereby added:
"(b) In addition to the tophats described above, Bernard J. Kennedy,
President of the Company, shall receive the following benefit,
and the President of the Company may from time to time designate
in writing other employees of the Company and its subsidiaries
to receive the following benefit, which shall be a "tophat" in
addition to those described above. Such persons shall receive,
or be credited with, for each pay period in a Plan Year for
which they are eligible for this benefit, an amount equal to
their Maximum Matching Contribution Percentage for each such pay
period times their Base Salary with respect to each such pay
period, adjusted as of the end of the Plan Year to reflect the
increased value of their TDSP accounts had such amounts been
actually contributed as additional employer matching
contributions to the TDSP, less the amounts paid or credited for
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such Plan Year or part thereof pursuant to Paragraph (a),
clauses (i) - (ii) of this Section 9.2.
The purpose of this tophat is to enable employees
(including the President), who might or would otherwise be
later forced to pay the 15 percent excise tax under
Section 4980A of the Code, if they continue to contribute
to the TDSP (and have employer matching contributions
contributed to the TDSP for their account), to minimize or
eliminate the risk of paying that avoidable and excessive
tax.
The following example illustrates how the tophat
provisions of this paragraph (b) shall work in conjunction
with the paragraph (a) (iii) example and shall assume that
a participant is eligible for this paragraph (b) benefit
for an entire Plan Year. Using the same assumptions as set
forth in (a) (iii), the participant's Maximum Matching
Contribution Percentage times Base Salary for the Plan
Year is $25,200. The participant already received $16,867
by virtue of the other tophats in section 9.2, and thus
would receive $8,333 by virtue of this paragraph (b)
tophat. As previously noted in the paragraph (a) (iii)
example, this paragraph (b) tophat, like the others, would
be adjusted for changes in the value of Company common
stock.
As can be seen by this illustration, this paragraph
(b) tophat basically permits an eligible employee to
obtain, through the tophat mechanism, what he would have
obtained as a TDSP matching contribution, without having
to contribute to the TDSP."
Dated: September 27, 1995 /s/ Bernard J. Kennedy
----------------------
Bernard J. Kennedy
President, Chief Executive Officer
and Chairman of the Board of Directors