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 16,
1999, do hereby amend the National Fuel Gas Company and Participating
Subsidiaries Executive Retirement Plan ("Plan"), effective September 16, 1999,
as follows:
1. Section 2.9 shall be amended and restated to read as follows:
"Company means National Fuel Gas Company and each of the
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following subsidiaries, which participate in the Plan:
National Fuel Gas Distribution Corporation, National Fuel Gas
Supply Corporation, Seneca Resources Corporation, National
Fuel Resources, Inc., Penn-York Energy Corporation and Empire
Exploration, Inc., each of which has adopted or has indicated
that it will adopt the Plan."
2. Section 2.18 shall be amended and restated to read as follows:
"Vesting (a) With respect to a Member's benefit which
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compensates for any reduction in Basic Pension Plan benefits
resulting from Internal Revenue Code limitations and/or
participation in the National Fuel Gas Company Deferred
Compensation Plan (frequently called a "tophat"), vesting
occurs in the same manner as vesting occurs under the Basic
Pension Plan.
(b) With respect to a Member's supplemental benefit portion of
the Plan, vesting occurs on the latter of (i) the first of the
month coinciding with or immediately following his 55th
birthday or (ii) the date on which the Member has completed
five Years of Service with a Company. A "Vested" Member is a
Member with respect to whom "Vesting" has occurred."
3. Article 3 shall be revised by adding a new Section 3.0 as
follows:
"3.0 Introduction. The Plan provides a Member with a
two-part benefit. The first part will make a Member whole
for any reduction in the regular pension he receives under
the Basic Pension Plan resulting from Internal Revenue
Code limitations and/or his participation in the National
Fuel Gas Company Deferred Compensation Plan. This is
frequently called a "tophat." The second part is a
supplemental benefit which provides an additional
retirement benefit to the Basic Pension Plan."
4. Section 3.4(a) shall be amended and restated to read as
follows:
"(a) Adjusted Basic Pension Plan Benefit Base equals the
Benefit Base as determined under the Basic Pension Plan
without reduction on account of Benefit Limitations and
adjusted as if deferrals under the National Fuel Gas
Company Deferred Compensation Plan were not excluded from
the definition of Final Average Pay under the Basic
Pension Plan, and multiplied by the appropriate Early
Retirement Percentage, if applicable, as provided for in
Section 3.5 of the Basic Pension Plan. (The Adjusted Basic
Pension Plan Benefit minus the Basic Pension Plan benefit
equals the "tophat" portion of the Plan's two-part
benefit.)"
5. Section 3.4(c) shall be amended by deleting the first three
sentences in their entirety and restating the fourth sentence
to read as follows:
"At early retirement, the supplemental benefit is equal to
a percentage of the plan benefit normally paid at age 65."
The remainder of Section 3.4(c) shall remain unchanged.
6. In all other respects, the Plan shall remain unchanged.
NATIONAL FUEL GAS COMPANY
Dated: October 1, 1999 /s/ P.C. Ackerman
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P.C. Ackerman
President