0000950152-07-009346 Sample Contracts

NATIONAL FUEL GAS COMPANY and THE BANK OF NEW YORK, Rights Agent RIGHTS AGREEMENT Amended and Restated as of September 1, 2007
Rights Agreement • November 29th, 2007 • National Fuel Gas Co • Natural gas distribution • New York

This AMENDED AND RESTATED RIGHTS AGREEMENT, dated as of September 1, 2007 (the “Agreement”), between NATIONAL FUEL GAS COMPANY, a New Jersey corporation (the “Company”), and THE BANK OF NEW YORK, a banking corporation organized under the laws of the State of New York (the “Rights Agent”).

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AMENDED AND RESTATED EMPLOYMENT CONTINUATION AND NONCOMPETITION AGREEMENT
Employment Agreement • November 29th, 2007 • National Fuel Gas Co • Natural gas distribution • New York

THIS AGREEMENT among SENECA RESOURCES CORPORATION, a Pennsylvania corporation (the “Company”), NATIONAL FUEL GAS COMPANY, a New Jersey corporation (“National”), and Matthew D. Cabell (the “Executive”), dated as of the 11th day of December, 2006, and amended and restated as of the 20th day of September, 2007.

FORM ECNA EMPLOYMENT CONTINUATION AND NONCOMPETITION AGREEMENT
Employment Agreement • November 29th, 2007 • National Fuel Gas Co • Natural gas distribution • New York

THIS AGREEMENT between [Subsidiary Corporation], a [State] corporation (the “Company”), NATIONAL FUEL GAS COMPANY, a New Jersey corporation (“National”), and (the “Executive”), dated as of the [ ] day of [ ], 200[7].

AMENDED AND RESTATED RETIREMENT BENEFIT AGREEMENT FOR DAVID F. SMITH
Retirement Benefit Agreement • November 29th, 2007 • National Fuel Gas Co • Natural gas distribution • New York

This AGREEMENT, dated as of September 22, 2003, amended as of September 8, 2005 and further amended and restated as of September 20, 2007, is between National Fuel Gas Company, a New Jersey corporation, (“National”) National Fuel Gas Supply Corporation, a New York corporation, (“Supply”; Supply, National, and each of National’s wholly owned subsidiaries are hereafter collectively referred to as the “Company”), and David F. Smith (the “Executive”).

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