AMENDMENT TO
DEATH BENEFITS AGREEMENT
National Fuel Gas Company ("Company"), by action of its Board of
Directors at its September 15, 1993 meeting, authorized the president of the
Company to amend certain existing executive benefit agreements to reflect
compensation that has been or will be provided under the Company's Annual At
Risk Compensation Incentive Program ("AARCIP"). Accordingly, the Company, and
Xxxxxx X. Xxxxxxxx ("Executive"), do hereby revoke the Amendment to Death
Benefits Agreement dated March 15, 1994, previously executed by the parties
hereto, and substitute therefor this Amendment to Death Benefits Agreement. By
this action, the parties hereby amend the death benefits agreement, dated April
1, 1991, respecting the Executive ("Agreement"), as follows:
1. The following language shall be added at the end of the third
sentence of Article I, paragraph (a) of the Agreement:
"(as is further described in Article II)."
2. Article II, paragraph (a) of the Agreement is hereby amended
and restated to read as follows:
"(a) After the death of the Executive, if the Policy (as
defined in Article III) has not split (see Article IV) before
Executive's death, and death occurs while the Executive is
employed by the Company, the Policy shall pay to the
Beneficiary (i) 24 times the base monthly salary provided by
the Company to the Executive ("Base Monthly Salary") at the
time of Executive's death, plus two times the most recent
annual award under the Company's Annual At Risk Compensation
Incentive Program (AARCIP), or (ii) 24 times the Base Monthly
Salary for the month prior to the Executive's commencement of
retirement, plus two times the most recent annual award to
the Executive under the AARCIP. If the Executive has retired
on disability retirement and becomes reemployed by the
Company, or if the Executive otherwise becomes reemployed by
the Company, the second date of commencement of retirement
shall be used for purposes of computing benefits. The Company
shall then be entitled to recover, out of the Policy's
proceeds and directly from the Policy's insurer, the total of
the premiums paid by the Company on the Policy, less any
distributions to the Company (including loans) on the
Policy."
3. Article II, paragraph (c) of the Agreement is amended and
restated to read as follows:
"An example of the Company's recovery from the Policy's
proceeds hereunder is as follows. Assume that the Company had
paid a total of $350,000 in premiums on the Policy, at the
time Executive died, and the Policy paid death benefits of
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$2,000,000, and the Executive's salary were $50,000 per
month. Beneficiary would receive 24 times that amount, or
$1,200,000. And, if the most recent award to the Executive
under the AARCIP were $100,000, Beneficiary would receive two
times that amount, or $200,000. The Company would receive the
$350,000 in premiums and the $250,000 excess, or $600,000 in
total."
In all other respects, the Agreement, and subsequent amendments or
addenda thereto, shall remain unchanged.
In WITNESS WHEREOF, the parties hereto have executed this
amendment at Buffalo, New York, on the 8th day of January, 1996.
NATIONAL FUEL GAS COMPANY
/s/ Xxxxxx X. Xxxxx By: /s/ Xxxxxxx X. Xxxxxxx
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Witness Xxxxxxx X. Xxxxxxx
Chairman of the Board of Directors,
President, and Chief Executive Officer
EXECUTIVE
/s/ Xxxxxx X. Xxxxx By: /s/ Xxxxxx X. Xxxxxxxx
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Witness Xxxxxx X. Xxxxxxxx
