AMENDMENT NO. 1 TO

                            NATIONAL FUEL GAS COMPANY

                                   TOPHAT PLAN


         I, B. J. Kennedy, am duly authorized by Article 5, Paragraph 5.2 of the
National  Fuel Gas Company  Tophat Plan ("Plan") to amend the Plan under certain
circumstances and as necessary or appropriate.

         Accordingly, I do hereby amend the Plan as follows:

         1.       Paragraph  1.1 shall be deleted in its  entirety  and replaced
                  with the following, effective August 1, 1997:


                  1.1      "Base Salary" shall mean gross cash  compensation per
                           -------------
                           regular payroll period, including salary continuation
                           payments  made by an  Employer on account of sickness
                           or  accident,  which  are paid to a  Participant  for
                           employment  services rendered to an Employer,  before
                           reduction for compensation  deferred  pursuant to the
                           National Fuel Gas Company Deferred  Compensation Plan
                           or  pursuant  to  the   National   Fuel  Gas  Company
                           Tax-Deferred  Savings Plan for  Non-Union  Employees,
                           and  shall  also  include  (i)  payments  made  to  a
                           Participant  pursuant to the Company's Annual At Risk
                           Compensation  Incentive  Program or a successor  plan
                           thereto,  and (ii) any  performance-related  lump sum
                           compensation  (i.e.,  lump sum  payments  other  than
                                                                     -----------
                           expense or  tuition  reimbursements,  moving  expense
                           reimbursements, lump sum payments for eligible unused
                           vacation,   worker's  compensation  payments,   award
                           payments for suggestions,  severance  payments or any
                           other  non-performance  related  payments) made on or
                           after July 1, 1996, but shall exclude all other fees,
                           commissions,    special,    extra   or    nonperiodic
                           compensation in any form.  Notwithstanding the above,
                           amounts described in clause (ii) shall be included in
                           Base Salary only for officers of any  Employer  other
                           than Seneca Resources Corporation.

         2.       Before August 1, 1997, Base Salary shall have the same meaning
                  as it had in  Section  1.2 of the DCP Plan,  as it  existed on
                  March 19, 1997.

         3. In all other respects, the Plan shall remain unchanged.


Dated: 4/6/98                            /s/ B. J. Kennedy
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                                         B. J. Kennedy
                                         President, Chief Executive Officer
                                         and Chairman of the Board of Directors