AMENDMENT NUMBER I
TO
AMENDED AND RESTATED SPLIT DOLLAR INSURANCE AND
DEATH BENEFIT AGREEMENT
BY AND BETWEEN
NATIONAL FUEL GAS COMPANY
AND
Xxxxxx X. Xxxxxx
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 Xxxxxx
X. Xxxxxx (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 parties 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 I is binding upon the parties hereto and their
assigns.
IN WITNESS WHEREOF, the par-ties 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/ Xxxxxx X. Xxxxxxxx /s/ Xxxxxx X. Xxxxxx
-------------------------- --------------------
Name: Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxx
Title: Senior Vice President Date: 3/8/99
Date: 3/29/99
Witnessed: Witnessed:
/s/ Xxxxx X. Xxxxxx /s/ Xxxxxx X. Xxxxx
------------------- -------------------
3/29/99 3/8/99
------- ------
Date Date
