AGREEMENT
AGREEMENT dated August 1, 1986, between NATIONAL FUEL GAS
DISTRIBUTION CORPORATION (hereinafter called National Fuel), and JOSEPH P.
PAWLOWSKI (hereinafter called the Employee).
1. Purpose. The Employee is presently an employee of National
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Fuel, having joined National Fuel on August 11, 1975, after working for and
gaining valuable experience with certain previous employers. This Agreement is
intended to enable the Employee to receive approximately the same benefits as he
would have received under the National Fuel Gas Company Tax-Deferred Savings
Plan ("TDSP") and/or under the makeup payments provided for under the National
Fuel Gas Company Deferred Compensation Plan ("DCP"), as they now exist and as
they may be hereafter amended (collectively, the "Plans"), if certain previous
periods of employment had been with National Fuel.
2. Creditable Previous Employment. Twelve (12) years of
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service shall constitute the years of Creditable Previous Employment.
3. Equalizing Amounts. At such times as it is convenient to
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National, during the continuance of this Agreement, National Fuel shall
determine what Employer matching contributions were actually made with respect
to the Employee for various time periods under the TDSP. National Fuel shall
then calculate what Employer matching
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contribution would have been made on behalf of the Employee under the TDSP for
various time periods if the Employee had not participated in the DCP (or if DCP
deferrals had instead constituted TDSP deferrals), and if the Employee's years
of service for TDSP purposes were increased by his years of Creditable Previous
Employment.- The difference shall be hereinafter referred to as an 'Equalizing
Amount'. National Fuel shall give the Employee written notice of the Equalizing
Amount.
4. Requirement to Purchase Stock. If, within four months after
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the employee is given notice of his Equalizing Amount for his active service,
the Employee demonstrates to National Fuel that during the six-month period
ending three months after he was given such notice, he has purchased National
Fuel Gas Company common stock from persons other than his immediate family or
any trusts or other entities he controls, at a cost (including brokerage
commissions) at least equal to his Equalizing Amount, National Fuel will pay the
Employee in cash his Equalizing Amount.
5. Termination of Employment. If the Employee's employment
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with National Fuel terminates, National Fuel, as soon as it is convenient, will
pay any unpaid Equalizing Amount to the Employee or, if deceased, to his
executors or administrators. National Fuel may, at its election, pay the
Equalizing Amount without regard to the purchase of stock
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meeting the requirements of Paragraph 4. This Agreement shall terminate when all
payments described in this Paragraph 5 have been made.
6. Amendment, Modification or Termination of Agreement. If the
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Plans terminate, this Agreement shall terminate as of the effective date of such
Plans' termination. National Fuel further reserves the right to amend, modify,
suspend or terminate this Agreement at any time, by written notice to the
Employee.
7. Effect on Present Plan. The Equalizing Amount paid to the
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Employee shall be in addition to the benefits he receives or may receive under
the Plans. The references contained herein to the Plans do not in any way affect
or change the Plans or make this Agreement a part of the Plans. This Agreement
is not intended to constitute a qualified plan under Section 401 of the Internal
Revenue Code.
8. Incompetence and Incapacity. If National Fuel determines
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that the Employee, whether or not he has terminated employment due to
disability, is incompetent or otherwise is or may be incapable of receiving or
intelligently utilizing such Equalizing Amount, National Fuel may pay such
Equalizing Amount to such other
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person or persons as National Fuel deems appropriate, or may pay such Equalizing
Amount to the Employee if it deems this appropriate, or may withhold such
payment, without liability to the Employee or any party claiming to represent
him or claiming authority to receive such Equalizing Amount.
9. Alienation. Until the Equalizing Amount is paid to the
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Employee under this Agreement, the right to receive it shall not be assignable
by the Employee or be subject in any manner to alienation, sale, transfer,
claims of creditors of the Employee, attachment or encumbrances of any kind.
10. Miscellaneous. This Agreement represents the entire
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understanding of the parties and is subject to all applicable state, federal and
local laws, regulations, ordinances and orders, and shall be construed in
accordance with the laws of the State of New York. Payments of Equalizing
Amounts hereunder shall be subject to income tax withholding and other
applicable payroll taxes.
NATIONAL FUEL GAS DISTRIBUTION
CORPORATION
BY /s/J. M. Brown
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J. M. Brown
Accepted By /s/Joseph P. Pawlowski
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Joseph P. Pawlowski