AMENDMENT NUMBER I

                                       TO

                 AMENDED AND RESTATED SPLIT DOLLAR INSURANCE AND
                             DEATH BENEFIT AGREEMENT

                                 BY AND BETWEEN

                            NATIONAL FUEL GAS COMPANY
                                       AND

                               Walter E. DeForest


         This  Amendment  Number I to the  Amended  and  Restated  Split  Dollar
Insurance and Death Benefit  Agreement is made and entered into this 29th day of
March,1999 by and between  National Fuel Gas Company (the  "Company") and Walter
E. DeForest (the "Executive").

         WHEREAS,  Company and  Executive  are parties to a certain  Amended and
Restated Split Dollar Insurance and Death Benefit Agreement made as of September
15, 1997 (the "Agreement"); and

         WHEREAS,  Company and Executive agree to this further  amendment of the
Agreement,  as permitted in Article XI, to revise the  calculation  of the Death
Benefit  therein to  include  restricted  stock  awarded in lieu of a cash award
under  the  Company's  Annual  At  Risk  Compensation   Incentive  Program  (the
"AARCIP").

         NOW THEREFORE,  in  consideration  of the premises and mutual covenants
contained herein, the par-ties hereto agree as follows:

         1.  Article VI,  Paragraph  A shall be amended to insert the  following
sentence after the first complete sentence thereof:

         "Awards of  restricted  stock made to the  Executive 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
         calculation of the  Executive's  Death Benefit at the rate of two times
         the most recent such award of restricted  stock, if any. The restricted
         stock shall be valued at the  average of the high and low market  value
         on the grant date."


         2. The amendments to the Agreement, contained herein, will be effective
as of the date of this  Amendment  Number I and shall  remain in effect  for the
entire term of the Agreement.

         3.  All  other  terms  and  provisions  of the  Agreement  that are not
inconsistent  with the terms and  conditions  of this  Amendment  Number I shall
remain in effect and are incorporated herein by reference.

         4. This Amendment Number 1 is binding upon the parties hereto and their
assigns.

         IN WITNESS  WHEREOF,  the parties  hereto  have  caused this  Amendment
Number I to the Amended and Restated  Split Dollar  Insurance  and Death Benefit
Agreement  to be  executed,  with full  knowledge  of its  contents and with the
intent to be legally bound, on the date first written above.


NATIONAL FUEL GAS COMPANY                       EXECUTIVE

By:  /s/ Philip C. Ackerman                     /s/ Walter E. DeForest
- ---------------------------                     ----------------------
Name: Philip C. Ackerman                        Name:  Walter E. DeForest
Title:  Senior Vice President                   Date: 3-8-99
Date: 3/29/99

Witnessed:                                      Witnessed:
/s/ Janet M. Conrad                             /s/ Robert J. Dauer
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3/29/99                                         3/8/99
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Date                                            Date