AMENDMENT TO
DEATH BENEFITS AGREEMENT
National Fuel Gas Company ("Company"), by action of its Board of
Directors at its September 15, 1993 meeting, authorized the president of the
Company to amend certain existing executive benefit agreements to reflect
compensation that has been or will be provided under the Company's Annual At
Risk Compensation Incentive Program ("AARCIP"). Accordingly, the Company, and
Bernard J. Kennedy ("Executive"), do hereby amend the death benefit agreement,
dated August 28, 1991 respecting the Executive, which was previously executed by
the parties hereto ("Agreement"), as follows:
1. The last two sentences of Article II, paragraph (a) of the
Agreement are hereby amended to read as follows:
"Then, the Policies shall pay to the beneficiary or
beneficiaries of the Executive or any successor owner he has
designated thereunder ("Beneficiary") (i) 72 times the base
monthly salary provided by the Company to the Executive
("Base Monthly Salary") at the time of Executive's death,
plus six times the most recent annual award to the Executive
under the Company's Annual At Risk Compensation Incentive
Program ("AARCIP"), if the Executive dies while employed by
the Company, or (ii) 72 times the Base Monthly Salary for
the month prior to the Executive's commencement of
retirement, plus six times the most recent annual award to
the Executive under the AARCIP. If the payments from the
Policies
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hereunder are not sufficient to pay the above amounts in
full, Policy 4 (as described in Article III) and Policy 5
(as described in an addendum to the Agreement) shall pay the
difference to the Beneficiary."
2. Article II, paragraph (c) is amended and restated to read as
follows:
"An example of the Company's recovery from the Policies'
proceeds hereunder is as follows. If the Company had paid a
total of $650,000 in premiums on the Policies, at the time
Executive died, and the Policies paid death benefits of
$6,500,000, the Company would first recover its $650,000.
Then if the Executive's salary were $60,000.00 per month,
Beneficiary would receive 72 times that amount, or
$4,320,000. And, if the most recent award to the Executive
under the AARCIP were $250,000, Beneficiary would receive
six times that amount, or $1,500,000. Then, Company and
Beneficiary would share the $30,000 excess equally.
($6,500,000 - $650,000 - $4,320,000 - $1,500,000 = $30,000.)
Thus, the Company would recover $650,000 plus $15,000, or
$665,000 in total, and the Beneficiary would receive $15,000
in addition to the $5,820,000 death benefit provided for in
paragraph (a)."
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In all other respects, the Agreement, and subsequent amendments or
addenda thereto, shall remain unchanged.
In WITNESS WHEREOF, the parties hereto have executed this amendment
at Buffalo, New York, on the 15th day of March, 1994.
NATIONAL FUEL GAS COMPANY
/s/ Robert J. Dauer By: /s/ Bernard J. Kennedy
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Witness Bernard J. Kennedy
President, Chief Executive Officer
and Chairman of the Board of Directors
/s/ Robert J. Dauer By: /s/ Bernard J. Kennedy
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Witness Bernard J. Kennedy