AMENDMENTS TO THE
NATIONAL FUEL GAS COMPANY AND PARTICIPATING
SUBSIDIARIES EXECUTIVE RETIREMENT PLAN
IN THE ORDER AS APPROVED
ON DECEMBER 10, 1998
BY THE
NATIONAL FUEL GAS COMPANY BOARD OF DIRECTORS
AMENDMENTS TO
NATIONAL FUEL GAS COMPANY AND PARTICIPATING SUBSIDIARIES
EXECUTIVE RETIREMENT PLAN
I, the undersigned, being duly authorized and empowered by resolutions
adopted by the National Fuel Gas Company Board of Directors on June 18, 1998,
and by resolutions adopted by the Compensation Committee of the National Fuel
Gas Company Board of Directors on December 10, 1998, do hereby amend the
National Fuel Gas Company and Participating Subsidiaries Executive Retirement
Plan ("Plan"), effective December 10, 1998, as follows:
1. Section 2.6 shall be deleted in its entirety and shall be
intentionally left blank. The remaining sections in Article II
shall not be renumbered.
2. The first sentence of Section 2.12 of the Plan shall be amended
and restated to read as follows:
"Final Average Pay shall mean an amount equal to the average of the
------------------
Annual Cash Compensation payable by a Company or Companies to a
Member for the 60 consecutive month period during the 120
consecutive month period immediately preceding the date the Member
retires which produces the highest average."
3. Section 4.4 shall be deleted in its entirety.
4. The last sentence in Section 8.1 shall be amended by deleting the
phrase "prior to a Change in Control,".
5. In all other respects, the Plan shall remain unchanged.
NATIONAL FUEL GAS COMPANY
Dated: As of December 10, 1998 /s/ B. J. Kennedy
------------------------ -----------------------------------
B. J. Kennedy
Chief Executive Officer, President and
Chairman of the Board of Directors
AMENDMENTS TO
NATIONAL FUEL GAS COMPANY AND PARTICIPATING SUBSIDIARIES
EXECUTIVE RETIREMENT PLAN
I, the undersigned, being duly authorized and empowered by resolutions
adopted by the National Fuel Gas Company Board of Directors on September 17,
1998, and by resolutions adopted by the Compensation Committee of the National
Fuel Gas Company Board of Directors on September 17, 1998, do hereby amend the
National Fuel Gas Company and Participating Subsidiaries Executive Retirement
Plan ("Plan"), effective December 10, 1998, as follows:
1. Paragraph 2.12 shall be amended and restated in its entirety to
read as follows:
2.12 (a) Final Average Pay shall mean an amount equal to the
------------------
average of the Annual Cash Compensation payable by a Company or
Companies to a Member for the 60 consecutive month period during
the 120 consecutive month period immediately preceding the date
the Member retires, which produces the highest average.
(b) The Member's Annual Cash Compensation shall include the
following:
(i) The Member's base salary, whether or not the receipt
of a portion thereof has been deferred; plus
(ii) The Member's compensation (whether or not the
receipt of all or a portion thereof has been deferred)
under National Fuel Gas Company's short-term annual
incentive program, known as the Annual At Risk
Compensation Incentive Program ("AARCIP") or any
successor program thereto; plus
(iii) The Member's other 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 lump sum payments) made on or
after August 1, 1997.
(iv) Awards of restricted stock made to a Member for
service in the Company's fiscal year 1996 or later to
supplement an AARCIP award for that fiscal year, which
was approximately equal to the maximum AARCIP award then
permissible consistent with the shareholder approval
applicable to that AARCIP award, shall also be included
in the Member's Annual Cash Compensation in the year
such award of restricted stock is granted. The
restricted stock shall be valued at the average of the
high and low market value on the grant date.
(c) The Member's Annual Cash Compensation shall exclude the value
of all other restricted stock that has not be awarded to
supplement an AARCIP award, as discussed in subparagraph (b)
above.. In addition, the Member's Annual Cash Compensation shall
also exclude all commissions, stock, option or SAR awards,
special allowances, supplemental compensation and any other extra
compensation or incentives or bonuses not provided for above or
under the AARCIP.
(d) If an AARCIP award is granted following the Member's
retirement date, that award (including the value of any
restricted stock made to supplement an AARCIP award, as
determined in subparagraph (b)(iv) above) shall be used in
determining the Member's Final Average Pay, if it is payable in
connection with employment periods included in the 60 month
period referred to above. In this event, the Member's Retirement
Benefits shall be increased, once the effect of such award is
determined, and the increase shall be made retroactive to the
Member's retirement date, without interest. Notwithstanding the
above, if such a post-retirement AARCIP award is used in
determining Final Average Pay hereunder, AARCIP awards relating
to no more than five of National Fuel Gas Company's fiscal years
may be used in determining Final Average Pay.
(e) An example of the effect of this provision is as follows.
Assume that a Member retires on October 1, 1999, and that his
salary and AARCIP awards were as follows for the following
calendar year:
AARCIP Award (relating to fiscal
year ending that September 30 but
paid in December)
Salary
1994 $480,000 $120,000
1995 $540,000 $150,000
1996 $600,000 $180,000
1997 $660,000 $210,000
1998 $780,000 $240,000
1999 $840,000 $270,000
This Member's Final Average Pay would be $876,000, computed as
follows:
[9/12 ($840,000) + 12/12 ($780,000) + 12/12 ($660,000) + 12/12
($600,000) + 12/12 ($540,000) + 3/12 ($480,000) + $270,000 +
$240,000 + $210,000 + $180,000 + $150,000] / 5.
2. In all other respects, the Plan shall remain unchanged.
NATIONAL FUEL GAS COMPANY
Dated: As of December 10, 1998 /s/ B. J. Kennedy
------------------------ ----------------------------------
B. J. Kennedy
Chief Executive Officer, President and
Chairman of the Board of Directors
AMENDMENTS TO
NATIONAL FUEL GAS COMPANY AND PARTICIPATING SUBSIDIARIES
EXECUTIVE RETIREMENT PLAN
I, the undersigned, being duly authorized and empowered by resolutions
adopted by the Compensation Committee of the National Fuel Gas Company Board of
Directors on December 10, 1998, and by resolutions adopted by the National Fuel
Gas Company Board of Directors on December 10, 1998, do hereby amend the
National Fuel Gas Company and Participating Subsidiaries Executive Retirement
Plan ("Plan"), effective December 10, 1998, as follows:
1. Section 3.2 shall be amended and restated to read as follows:
"Social Security Benefit means the annual amount estimated by the
-------------------------
Committee to be payable to the Member under the Social Security Act
of 1935, as amended, at his Retirement Date, calculated on the
assumption that the Member will not receive any future wages that
would be treated as such for purposes of that act. If a Member's
Retirement Date precedes his attainment of age 62, the amount
estimated to be payable to the Member at age 62 (without assuming
any cost of living increases) shall be reduced as follows. The
percentage early retirement factor applicable at age 62 (e.g., 80%)
shall be further reduced by .75% per month for the first 24 months,
and by .5% per month for the remaining months, if any, by which the
Member's Retirement Date precedes his attainment of age 62. The
Social Security Benefit, once calculated, will be frozen as of the
Member's Retirement Date. For example, assume that the Member
retired on his 59th birthday, and that his estimated Social
Security benefit beginning at age 65 (Primary Insurance Amount) was
$15,912 per annum. Using current Social Security tables, his age 62
early retirement factor (80%) would be further reduced to 56%. This
Member's Social Security Benefit would therefore equal $8,910.72."
2. The following new Section 8.2 shall be added to the Plan:
"8.2 Notwithstanding Section 8.1, the President of National Fuel
Gas Company is empowered to amend, restate or otherwise change the
Plan (i) as counsel may advise to be necessary or appropriate in
order to ensure that the Plan continues to operate as a plan of
deferred compensation for tax purposes, remains exempt from many of
the provisions of the Act and otherwise continues to fulfill the
purposes for which the Plan was adopted and intended; (ii) as he or
she may deem necessary in order to make technical or clarifying
changes not inconsistent with or in order to fulfill the purposes
of the Plan; (iii) as counsel may advise to be necessary to reflect
the impact of Benefit Limitations, as they may change from time to
time; and (iv) in other respects except as will materially increase
the cost of the Plan to the Companies or the benefits of the Plan
to Members."
3. In all other respects, the Plan shall remain unchanged.
NATIONAL FUEL GAS COMPANY
Dated: As of December 10, 1998 /s/ B. J. Kennedy
----------------------- -----------------------------------
B. J. Kennedy
Chief Executive Officer, President and
Chairman of the Board of Directors