UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1

Form 10-K/A

þ		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended September 30, 2008

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period from          to

National Fuel Gas Company

New Jersey		13-1086010
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)
6363 Main Street		14221
Williamsville, New York		(Zip Code)
(Address of principal executive offices)

		Name of
		Each Exchange
		on Which
Title of Each Class		Registered
Common Stock, $1 Par Value, and		New York Stock Exchange
Common Stock Purchase Rights

     Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes þ No o

     Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 (d) of the Act. Yes o No þ

     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

     Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ		Accelerated filer o		Non-accelerated filer o		Smaller reporting company o
				(Do not check if a smaller reporting company)

     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o     No þ

     The aggregate market value of the voting stock held by nonaffiliates of the registrant amounted to $3,768,755,000 as of March 31, 2008.

     Common Stock, $1 Par Value, outstanding as of October 31, 2008: 79,124,644 shares.

 

 

For the Fiscal Year Ended September 30, 2008

CONTENTS

				Page
Part III
ITEM 10		DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE			3
ITEM 11		EXECUTIVE COMPENSATION			6
ITEM 12		SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS			39
ITEM 13		CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE			43
ITEM 14		PRINCIPAL ACCOUNTANT FEES AND SERVICES			43
Part IV
ITEM 15		EXHIBITS AND FINANCIAL STATEMENT SCHEDULES			44
SIGNATURES					45
EX-31.1
EX-31.2
EX-32

     This Form 10-K/A contains “forward-looking statements” as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements should be read with the cautionary statements included in the Company’s Form 10-K for the fiscal year ended September 30, 2008, at Item 7, MD&A, under the heading “Safe Harbor for Forward-Looking Statements.” Forward-looking statements are all statements other than statements of historical fact, including, without limitation, statements regarding future prospects, plans, objectives, goals, projections, strategies, future events or performance and underlying assumptions, capital structure, anticipated capital expenditures, completion of construction and other projects, projections for pension and other post-retirement benefit obligations, impacts of the adoption of new accounting rules, and possible outcomes of litigation or regulatory proceedings, as well as statements that are identified by the use of the words “anticipates,” “estimates,” “expects,” “forecasts,” “intends,” “plans,” “predicts,” “projects,” “believes,” “seeks,” “will,” and “may” and similar expressions.

EXPLANATORY NOTE

     The Company is filing this Amendment No. 1 on Form 10-K/A solely to include in its Form 10-K for the fiscal year ended September 30, 2008 (“2008 Form 10-K”) the information required by Part III of Form 10-K. No other part of the Company’s 2008 Form 10-K is amended hereby. The information included in Item 11 of this Amendment No. 1 on Form 10-K/A under the heading “Compensation Committee Report” is furnished, not filed, pursuant to the Instructions to Item 407(e)(5) of Regulation S-K.

PART III

Item 10 Directors, Executive Officers and Corporate Governance

DIRECTORS

Name and Year
Became a Director
of the Company		Age(1)				Principal Occupation
Nominees for Election as Directors For Three-Year Terms to Expire in 2012
R. DON CASH      2003			66			Chairman Emeritus since May 2003, and Board Director since May 1978, of Questar Corporation (Questar), an integrated natural gas company headquartered in Salt Lake City, Utah. Chairman of Questar from May 1985 to May 2003. Chief Executive Officer of Questar from May 1984 to May 2002 and President of Questar from May 1984 to February 1, 2001. Director of Zions Bancorporation since 1982 and Associated Electric and Gas Insurance Services Limited since 1993. Director of Texas Tech Foundation since November 2003 and TODCO (The Offshore Drilling Company) from May 2004 until July 2007. Former trustee, until September 2002, of the Salt Lake Organizing Committee for the Olympic Winter Games of 2002.
STEPHEN E. EWING      2007			64			Vice Chairman of DTE Energy, a Detroit-based diversified energy company involved in the development and management of energy-related businesses and services nationwide, from November 1, 2005 until December 31, 2006. Group President, Gas Division, DTE Energy from June 1, 2001 until November 1, 2005. Former president and chief operating officer of MCN Energy Group, Inc. Former president and Chief Executive Officer of Michigan Consolidated Gas Co. (MichCon), a natural gas utility. MichCon is a principal operating subsidiary of DTE Energy as a result of the 2001 merger of DTE Energy and MCN Energy Group, Inc. Chairman of the Board of Directors of the American Gas Association for 2006 and past chairman of the Midwest Gas Association and the Natural Gas Vehicle Coalition.
GEORGE L. MAZANEC      1996			72			Former Vice Chairman, from 1989 until October 1996, of PanEnergy Corporation, Houston, Texas, a diversified energy company (now part of Spectra). Advisor to the Chief Operating Officer of Duke Energy Corporation from August 1997 to 2000. Director of TEPPCO, LP from 1992 to 1997, Director of Northern Border Pipeline Company Partnership from 1993 to 1998, Director of Westcoast Energy Inc. from 1998 to 2002 and Director of the Northern Trust Bank of Texas, NA from 1998 to 2007. Director of Dynegy Inc. since May 2004 and Director of Associated Electric and Gas Insurance Services Limited since 1995. Former Chairman of the Management Committee of Maritimes & Northeast Pipeline, L.L.C. Member of the Board of Trustees of DePauw University since 1996.

Name and Year
Became a Director
of the Company		Age(1)				Principal Occupation
Directors Whose Terms Expire in 2010
Philip C. Ackerman      1994			65			Former Chief Executive Officer of the Company from October 2001 until February 21, 2008. Chairman of the Board effective January 3, 2002 to present. President of the Company from July 1999 until February 2006. Senior Vice President of the Company from June 1989 until July 1999 and Vice President from 1980 to June 1989. President of National Fuel Gas Distribution Corporation (2) from October 1995 until July 1999 and Executive Vice President from June 1989 to October 1995. Executive Vice President of National Fuel Gas Supply Corporation (2) from October 1994 to March 2002. President of Seneca Resources Corporation (2) from June 1989 to October 1996. President of Horizon Energy Development, Inc. (2) from September 1995 to March 2008 and certain other non-regulated subsidiaries of the Company since prior to 1992 to March 2008. Director of Associated Electric and Gas Insurance Services Limited. Mr. Ackerman is also the Chair of the Erie County Industrial Development Agency.
Craig G. Matthews      2005			66			Former President, CEO and Director of NUI Corporation, a diversified energy company acquired by AGL Resources Inc. on November 30, 2004, from February 2004 until December 2004. Vice Chairman, Chief Operating Officer and Director of KeySpan Corporation (previously Brooklyn Union Gas Co.) from March 2001 until March 2002. Director of Hess Corporation (formerly Amerada Hess Corporation) since 2002. Member and Former Chairman of the Board of Trustees, Polytechnic University. Board member of Republic Financial Corporation since May 2007.
Richard G. Reiten      2004			69			Chairman from September 2000 through February 2005 and also from May 2006 through May 2008 and Director from March 1996 to May 2008 of Northwest Natural Gas Company, a natural gas local distribution company headquartered in Portland, Oregon. Chief Executive Officer of Northwest Natural Gas Company from January 1997 until December 2002 and President from January 1996 through May 2001. Director of Associated Electric and Gas Insurance Services Limited since 1997. Director of US Bancorp since 1998, Building Materials Holding Corp. since 2001 and IDACORP Inc. since January 2004. Mr. Reiten also served in executive positions at Portland General Electric Company (President, 1992 to 1995) and Portland General Corporation (President, 1989 to 1992). Mr. Reiten also served 25 years in the wood products industry including in leadership positions at the DiGiorgio Corporation (President, Building Materials Group, 1974 to 1980) and the Nicolai Company (President and Chief Executive Officer, 1980 to 1987).
David F. Smith      2007			55			Chief Executive Officer of the Company since February 2008 and President of the Company since February 2006, Vice President from April 2005 until February 2006. President of National Fuel Gas Supply Corporation (2) from April 2005 to July 1, 2008, Senior Vice President from June 2000 until April 2005. President of National Fuel Gas Distribution Corporation (2) from July 1999 to April 2005, Senior Vice President from January 1993 until July 1999. Chairman of Seneca Resources Corporation (2) since April 2008. Also president of Empire State Pipeline (2) from April 2005 through July 2008, and president or chairman of various non-regulated subsidiaries of the Company. Board member of the Interstate Natural Gas Association of America (INGAA), the INGAA Foundation, American Gas Foundation and Chairman of the Northeast Gas Association.

Name and Year
Became a Director
of the Company		Age(1)				Principal Occupation
Directors Whose Terms Expire in 2011
Robert T. Brady      1995			68			Chairman of Moog Inc. since February 1996. Moog is a worldwide designer, manufacturer and integrator of precision control components and systems. President and Chief Executive Officer of Moog Inc. since 1988 and Board member since 1984. Director of Astronics Corporation, M&T Bank Corporation and Seneca Foods Corporation. Also, named to the UB Council in January of 2008. Chairs the regular executive sessions of non-management directors, and is the designated contact for stockholders and other interested parties to communicate with the non-management directors on the Board.
Rolland E. Kidder      2002			68			Executive Director of the Robert H. Jackson Center, Inc., in Jamestown, New York, from 2002 until 2006. Founder of Kidder Exploration, Inc., an independent Appalachian oil and gas company; Chairman and President from 1984 to 1994. Mr. Kidder is also a former Director of the Independent Oil and Gas Association of New York and the Pennsylvania Natural Gas Associates — both Appalachian-based energy associations. An elected member of the New York State Assembly from 1975 to 1982. Former Trustee of the New York Power Authority. On the Dean’s Advisory Council of the University at Buffalo School of Law from 1996 to 2001. Vice President and investment advisor for P.B. Sullivan & Co., Inc. from 1994 until 2001.
Frederic V. Salerno      2008			65			Mr. Salerno has since 2006 served as a Senior Advisor to New Mountain Capital, L.L.C. Mr. Salerno retired as Vice Chairman and CFO of Verizon, Inc. in September 2002 after more than 37 years in the telecommunications industry. Prior to the Bell Atlantic/GTE merger, which created Verizon, Mr. Salerno was Senior Vice Chairman and CFO of Bell Atlantic. Mr. Salerno joined New York Telephone in 1965. In 1983 Mr. Salerno became Vice President and in 1987, he was appointed President and CEO. Mr. Salerno serves as trustee of the Inner City Scholarship Fund and the Partnership for Quality Education. In 1990 Mr. Salerno was appointed Chairman of the Board of trustees of the State University of New York, a position he held until 1996. Mr. Salerno currently is a director of Akamai Technologies, Inc., Intercontinental Exchange, Inc., Popular, Inc., Viacom, Inc., and CBS Corp.

EXECUTIVE OFFICERS

     Information concerning the Company’s executive officers can be found in Part I, Item 1 of the Company’s Form 10-K for the fiscal year ended September 30, 2008, filed November 26, 2008.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Securities Exchange Act”), requires the Company’s directors and officers, and persons who own more than 10% of a registered class of the Company’s equity securities, to file reports of ownership and changes in ownership with the SEC and the NYSE. Directors, officers and greater-than 10% stockholders are required

by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file. Based solely on review of information furnished to the Company, reports filed through the Company and/or written representations that no Form 5 was required, the Company believes that all Section 16(a) filing requirements applicable to its officers, directors and greater-than 10% beneficial owners were complied with during fiscal 2008, except as described below.

          A single Section 16(a) report (a Form 4) was filed late on November 13, 2008 by Director Stephen E. Ewing with regard to a single transaction that occurred on September 19, 2008 in which Mr. Ewing purchased 500 shares of Company stock on the open market through his brokerage account. That Form 4 was filed late due to an inadvertent lapse in communications among Mr. Ewing, his broker and the Company personnel who file Form 4s for the Company’s directors and executive officers. That Form 4 also amended a Form 4 filed October 2, 2008, in order to correct the cumulative total of his Company stock owned so as to include his September purchase.

CODE OF ETHICS

     The Company has adopted a code of ethics that applies to the Company’s directors, principal executive officer, principal financial officer, controller, other officers and employees that is designed to deter wrongdoing and to promote honest and ethical conduct. The text of the code of ethics is available on the Company’s website at www.nationalfuelgas.com. Upon request, the Company will provide to any person without charge a copy of the code of ethics. Requests must be made to the Secretary at the principal offices of the Company.

     The Company intends to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or a waiver from, a provision of its code of ethics that applies to the Company’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, and that relates to any element of the code of ethics definition enumerated in paragraph (b) of Item 406 of the SEC’s Regulation S-K, by posting such information on its website, www.nationalfuelgas.com.

AUDIT COMMITTEE

     The Company has a separately designated standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act. The members of the Audit Committee are R. Don Cash, Stephen E. Ewing, Rolland E. Kidder, Craig G. Matthews (Chair) and George L. Mazanec. The Company’s Board of Directors has determined that the Company has at least two audit committee financial experts (as defined by SEC regulations) serving on its Audit Committee, namely Messrs. Matthews and Mazanec, both of whom are independent directors.

Item 11 Executive Compensation

Compensation Committee Report

     The Compensation Committee of the Board of Directors (the “Committee”) has reviewed and discussed with management the Compensation Discussion and Analysis contained in this report. Based upon this review and discussion, the Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this report.

COMPENSATION COMMITTEE

G. L. Mazanec, Chairman
R. T. Brady
R. D. Cash
S. E. Ewing
R. G. Reiten
F. V. Salerno

Compensation Discussion and Analysis

OBJECTIVES

The Company’s executive compensation program is designed to:

	•		Attract, motivate, reward and retain the management talent required to achieve Company objectives and contribute to its long-term success. Retention is encouraged by making a portion of the compensation package in the form of awards that either increase in value, or only have value, if the executive officer remains with the Company for specified periods of time.
	•		Focus management efforts on both short-term and long-term drivers of stockholder value.
	•		Tie a significant portion of executive compensation to Company long-term stock-price performance and thus stockholder returns by making a part of each executive officer’s potential compensation depend on the market price of the Company’s Common Stock.

Role of the Compensation Committee

     The Compensation Committee sets the base salaries and bonuses of the Company’s executive officers. It also exercises authority delegated to it by the stockholders or the Board with respect to compensation plans. Plans under which stockholders have delegated authority to the Committee include the National Fuel Gas Company 1997 Award and Option Plan, as amended (the “1997 Award and

Option Plan”), and the 2007 Annual At Risk Compensation Incentive Plan (the “At Risk Plan”). In addition, the Committee makes recommendations to the Board with respect to the development of incentive compensation plans and equity-based plans and administers the National Fuel Gas Company Performance Incentive Program (the “Performance Incentive Program”) and, effective for fiscal 2009, the Executive Annual Cash Incentive Program. (the “Cash Incentive Program”). The Committee is also responsible for recommending to the Board changes in compensation for non-employee directors. The Committee is comprised of the six directors named above, all of whom have been determined by the Board to be independent. No member of the Committee is permitted to receive any award under any plan administered by the Committee.

Compensation Consultant

     The Committee retains The Hay Group (“Hay”), an independent compensation consulting firm, to assist it in evaluating and setting officer compensation in all subsidiaries. The Company has utilized Hay and the Hay system, since the early 1980s, with respect to compensation management in its regulated companies. The Committee believes that Hay’s base of information from multiple parent organizations and business units provides a reliable source of compensation information.

     Each year, Hay compares Company compensation practices to energy industry and general industry market practices based on Hay’s proprietary databases. In addition, Hay makes an annual recommendation on incentive compensation target amounts for both a short-term incentive (cash bonuses as discussed below) and long-term incentive (stock appreciation rights, restricted stock and the Performance Incentive Program target awards also discussed below). The Committee utilizes these recommendations in exercising its business judgment as to compensation matters.

     In 2007, Hay also provided a proxy analysis for the top three officers (Messrs. Ackerman, Smith and Tanski) based on 2007 proxy data for the Company and energy companies in a comparable group. Based on that proxy data, the companies in the fifteen-member peer group range in size from $7.2 billion in revenues to $136 million in revenues. The median size of the peer group is $2.8 billion in revenues. The peer group is:

AGL Resources Inc.
Atmos Energy Corporation
Energen Corporation
Energy East Corporation
EnergySouth Inc.
Equitable Resources Inc.
Keyspan Corporation
MDU Resources Group Inc.
New Jersey Resources Corporation
Northwest Natural Gas Company
Peoples Energy Corporation
Questar Corporation
Southern Union Company
Southwest Gas Corporation
UGI Corporation

     These companies were selected as members of the peer group because each participates in one or more of the business segments in which the Company participates. The Committee reviews the members of the peer group from time to time, and makes adjustments, as it believes warranted. In 2007, the Committee revised the group to delete Devon Energy and to add the following companies:

EnergySouth Inc.
MDU Resources Group Inc.
Northwest Natural Gas Company
UGI Corporation
Southwest Gas Corporation
Southern Union Company

     The Committee revised the peer group to more closely align the median revenue size of the group to that of the Company.

     In 2008, the Committee also retained Hewitt Consulting (“Hewitt”) to assist in evaluating and setting compensation at Seneca Resources Corporation, its exploration and production subsidiary, including that of Mr. Cabell. The Committee selected Hewitt for

this purpose due to that entity’s expertise in the exploration and production industry. The Hewitt proxy analysis was based on proxy data from twenty one (21) exploration and production companies chosen based on certain measures, such as revenues, assets and standardized measures. The companies range in size from $2.2 billion to $157 million in E&P revenues, (with a median of $798 million), from $8.7 billion to $660 million in E&P asset size (with a median of $2.4 billion) and from $6.8 billion to $447 million in standardized measure (with a median of $2.6 billion). The peer group is:

Berry Petroleum
Cabot Oil & Gas Corporation
Carrizo Oil & Gas, Inc.
Continental Resources Inc.
El Paso Corporation
Energen Corporation
Equitable Resources, Inc.
Kinder Morgan Oil & Gas
Mariner Energy, Inc.
Penn Virginia Corporation
Petroleum Development Corporation
Petroquest Energy, Inc.
Questar Corporation
Quicksilver Resources, Inc.
Range Resources Corporation
Southwestern Energy Company
St. Mary Land & Exploration Company
Swift Energy
Ultra Petroleum Corporation
Whiting Petroleum Corporation
Williams Companies, Inc.

TOTAL COMPENSATION

Total compensation for executive officers is comprised of the following components:

	•		Base salary;
	•		Annual cash incentive compensation;
	•		Long term cash incentive compensation;
	•		Equity compensation — Restricted stock and/or grants of stock-settled stock appreciation rights; and
	•		Employee benefits, including retirement, health and welfare benefits.

The cash and equity components of total compensation are determined by the Committee, based on its business judgment, utilizing the Hay and Hewitt data and recommendations, as the Committee deems appropriate. The employee benefits for executive officers employed prior to 2004 are a reflection of the Company’s historic practice of providing benefits that are commensurate with those in the regulated energy industry. Mr. Cabell was hired in December 2006, and the Committee reviews his compensation and benefits based on the advice of Hewitt and practices of other non-regulated exploration and production companies.

Base Salary

We pay salaries to our employees to provide them with a predictable base compensation for their day-to-day job performance. The Committee reviews base salaries at calendar year-end for the Company’s executive officers and adjusts them, if it deems appropriate, upon consideration of the recommendations of its outside compensation consultants and the Chief Executive Officer. In addition, base salary may be adjusted during the calendar year when changes in responsibility occur.

In establishing the base salary amount, the Committee generally targets a range of the 50^th percentile to the 75^th percentile of the survey data provided by Hay for Messrs. Ackerman, Smith, Tanski, Pustulka and Mrs. Cellino. With respect to Mr. Cabell, for

calendar year 2008, information provided by Korn Ferry, as described below, was used to adjust his base salary. The Committee believes this percentile range sets an appropriate market-competitiveness standard. The Committee also considers an individual’s specific responsibilities, experience (including time in position), and effectiveness and makes adjustments based thereon.

     For calendar year 2008, the Committee maintained Mr. Ackerman’s base salary at the same level as in 2007. For Mr. Smith, for the reasons stated above and to reflect Mr. Smith’s expected rise to the CEO position, the Committee increased Mr. Smith’s base salary for calendar year 2008. The Committee also increased Mr. Tanski’s base salary for calendar year 2008 (to an amount that was slightly below the market median for general industry) to reflect his dual role of chief financial officer and president of a major subsidiary.

     With regard to Mr. Cabell, the Committee reviewed information from Korn Ferry, a respected executive search firm with expertise in the energy industry, in general, and in exploration and production, in particular, who worked with the Company to recruit Mr. Cabell. Korn Ferry provided compensation data showing base salary and short-term incentive compensation for individuals with similar positions at exploration and production companies with operations in Houston. The Committee also considered Mr. Cabell’s responsibilities, experience and effectiveness in the past year, including with respect to the sale of the Canadian assets, in determining to increase Mr. Cabell’s base salary for calendar 2008 to an amount that approximates the 75^th percentile.

     For executive officers below the level of these top four individuals, including Mrs. Cellino and Mr. Pustulka, Mr. Ackerman and Mr. Smith made recommendations for annual base salary increases, which were accepted by the Committee. In making such recommendations, Mr. Ackerman and Mr. Smith referenced the compensation consultant’s proposal on the appropriate target amount at the 50th and 75th percentiles for the coming year and made recommendations based on their opinion, and the advice of Mr. Tanski, on an individual’s specific responsibilities, experience and effectiveness over the past year. For these reasons, Mrs. Cellino and Mr. Pustulka received base salary increases for calendar 2008 which placed them between the 50th percentile and 75th percentile target amounts provided by Hay.

     The fiscal 2008 base salaries of the named executive officers are shown on the Summary Compensation Table under “Base Salary” column within this proxy statement.

Annual Cash Incentive

     We pay an additional annual cash incentive to our executives to motivate their performance over a short-term (which we generally consider to be no longer than two years). For fiscal 2008, for Messrs. Ackerman, Smith, Tanski and Cabell, this incentive was paid under the At Risk Plan. Effective for fiscal 2009, the Board of Directors adopted a new program that sets forth the parameters for awarding an annual cash incentive to those executives who do not receive an award under the At Risk Plan. This program is administered by the CEO. Target incentive opportunities, which are a percentage of base salary, are established by the CEO and approved by the Committee for executive officers. Payouts are in cash. The CEO establishes performance conditions for each participant, which are subject to the Committee’s approval for designated executive officers. At least 75% of the target incentive is dependent on objective performance criteria, and no more than 25% may be discretionary.

Target Award Levels

     In setting target award levels for the annual cash incentive for 2008, the Committee exercised its business judgment and, upon consideration of the recommendations of Hay, set target awards as follows:

		Target
Executive		(As a Percentage of Base Salary)
Mr. Ackerman			100	%
Mr. Smith			100	%
Mr. Tanski			75	%
Mr. Cabell			65	%

     In each case, the maximum possible award was two times the target amount. Hay’s recommendations were based on current and emerging trends in both energy and general industries.

Performance Goals

     The following are the general categories of performance goals and the purpose of such goals. The precise performance goals differ for each executive.

Goal				Purpose
Consolidated earnings per share				To focus executives’ attention on the profitability of the Company as a whole
Reserves and lifting costs in the exploration and production segment				To focus the attention of certain executives on this segment of our business
Safety				To underscore the Company’s commitment to safety, which is particularly important given the nature of the field operations in the utility and pipeline and storage segments
Long-term strategy				To focus the executives’ attention on areas the Committee believes are important, including succession and business planning
Investor relations				To further the Company’s message regarding strategic value with the investment community
Customer service in the utility segment				To focus the attention of certain executives on this segment of our business

For fiscal 2008, At Risk Plan goals for Mr. Ackerman were based on the following:

		Weight				Target Performance Level
Consolidated earnings per share			100	%		$2.70 up to but not including $2.75 diluted earnings per share

In fiscal 2008, Mr. Ackerman was awarded a bonus of 200.0% of his target amount for his performance on the goals set under the At Risk Plan. Pursuant to the terms of the At Risk Plan, Mr. Ackerman received a pro-rated portion of the bonus payment he otherwise would have received given his retirement prior to the end of the fiscal year.

For fiscal 2008, At Risk Plan goals for Mr. Smith were based on the following:

		Weight				Target Performance Level
Consolidated earnings per share. In determining final performance level, the results of this goal are averaged with the prior year results on the same goal			60	%		$2.70 up to but not including $2.75 diluted earnings per share
Long-term strategy			10	%		Review a succession plan for executive officers and establish a formal short-term incentive plan for the executive officers
Reserve replacement			10	%		Replace 90% of fiscal 2008 production
Production volume			10	%		41 Billion cubic feet equivalent
Safety, measured by the number of OSHA recordable injuries in the utility and pipeline and storage segments			5	%		6.49 OSHA recordable injuries in these subsidiaries

		Weight				Target Performance Level
Investor relations, measured by one-on-one meetings			5	%		Meetings with 35 different analysts or money managers

     In fiscal 2008, Mr. Smith was awarded a bonus of 180.1% of his target amount for his performance on the goals set under the At Risk Plan.

     For fiscal 2008, At Risk Plan goals for Mr. Tanski were based on the following:

		Weight				Target Performance Level
Consolidated earnings per share. In determining final performance level, the results of this goal are averaged with the prior year results on the same goal			50	%		$2.70 up to but not including $2.75 diluted earnings per share
Regulated companies earnings per share. In determining final performance level, the results of this goal are averaged with the prior year results on the same goal			10	%		$1.23 up to but not including $1.28 diluted earnings per share
Long-term strategy			10	%		Present a plan to rationalize corporate capital structure in light of regulatory policies
Safety, measured by the number of OSHA recordable injuries in the utility and pipeline and storage segments			10	%		6.49 OSHA recordable injuries these subsidiaries
Customer service, measured by the utility segment’s service quality performance standards in New York			10	%		63 penalty units assessed based on customer service satisfaction measures
Investor relations, measured by the number of road shows			5	%		Road shows to 16 different cities/SMSA’s
Investor relations, measured by the number of one-on-one meetings			5	%		Meetings with 70 different analysts or money managers

     In fiscal 2008, Mr. Tanski was awarded a bonus of 190.0% of his target amount for his performance on the goals set under the At Risk Plan.

     For fiscal 2008, At Risk Plan goals for Mr. Cabell were based on the following:

		Weight				Target Performance Level
Production volume			20	%		41 Billion cubic feet equivalent
Total reserve replacement for Seneca			15	%		Replace 90% of fiscal 2008 production
Appalachian reserve replacement			15	%		Replace 300% of fiscal 2008 Appalachian production
Finding and development costs			20	%		$4.00 per million cubic feet equivalent
Lease operating expense plus general and administrative expense, per Mcfe			15	%		$1.64 per million cubic feet equivalent
Seneca’s return on average capital, before other comprehensive income			15	%		16%

     In fiscal 2008, Mr. Cabell was awarded a bonus of 117.0% of his target amount for his performance on the goals noted above.

     For executive officers below the level of these top four individuals, including Mrs. Cellino, and Mr. Pustulka. Mr. Smith made recommendations for fiscal 2008 bonuses, which were accepted by the Committee. In making such recommendations, Mr. Smith

referenced Hay’s proposed structure on the median and 75% percentile level for the Energy Industry and General Industry, but made adjustments based on his opinion and the advice of Mr. Tanski on individual performance over the past year. Mr. Smith recommended that Mrs. Cellino receive a fiscal 2008 bonus because of her attention to customer service and oversight of budget and cost control at the Company’s utility subsidiary and her performance of her duties as Corporate Secretary, and that Mr. Pustulka receive a fiscal 2008 bonus because of his management of gas transportation and storage in the Company’s pipeline segment and his attention to pipeline integrity.

     The fiscal 2008 annual cash incentives of Messrs. Ackerman, Smith, Tanski and Cabell are shown on the Summary Compensation Table in the “Non-Equity Incentive Plan Compensation” column. The fiscal 2008 annual cash incentives for Mrs. Cellino and Mr. Pustulka are shown in the “Bonus” column of this table.

Equity Compensation and Long Term Incentive Compensation

     Stock options, restricted stock, stock appreciation rights and the Performance Incentive Program represent the longer-term incentive and retention component of the executive compensation package. Such awards are intended to focus attention on managing the Company from a long-term investor’s perspective. In addition, we wish to encourage officers and other managers to have a significant, personal investment in the Company through stock ownership. Awards of stock options, stock-settled stock appreciation rights (“SARs”) and/or restricted stock are used to attract and retain key management employees, when necessary or advisable. The Company typically makes equity awards on an annual basis. The Committee has not recently granted equity awards at a specific quarterly meeting because of its ongoing consideration of the appropriate option practice, including setting of performance criteria.

     In exercising its business judgment regarding long-term incentive compensation, the Committee generally refers to Hay’s guidelines on the level of such compensation, but makes adjustments based on its discussion with the Chief Executive Officer as to what’s appropriate on an individual basis given the Company’s future plans and needs. The consultant, in setting those guidelines, attempts to balance general industry and energy industry practice.

     Fiscal 2008 SAR grants and other long-term incentives are set forth in the Grants of Plan-Based Awards in Fiscal 2008 table within this proxy statement.

Stock Appreciation Rights, Stock Options and Restricted Stock

     Awards of stock-settled SARs, stock options and restricted stock are made by the Committee under the 1997 Award and Option Plan (“Option Plan”). The exercise price for all options and stock-settled SARs is the average of the high and low market price (FMV) of the Company’s Common Stock on the date of the grant. This method of determining the FMV appears in all of the Company’s stock option Plans since 1983 and has been approved by the stockholders. In 2008, the Committee awarded performance-based stock-settled SARs rather than options, as they are less dilutive to stockholder equity. The Committee anticipates that it will continue this practice in the future. The SARs granted to the named executive officers in fiscal 2008 are set out in the “Grants of Plan-Based Awards in Fiscal 2008” table within this proxy statement. As stated above, the number granted was derived from Hay’s guidelines. No equity award was made to Mr. Ackerman due to his possible retirement.

     On December 5, 2007, the Committee also awarded Mr. Cabell 25,000 shares of restricted stock in recognition of his excellent performance in the sale of the Canadian assets and to act as a retention tool. This award vests annually in increments of 5,000 shares, beginning four years after the grant date.

Performance Incentive Program

     The Performance Incentive Program is the Company’s cash-based, long-term incentive program. This program was adopted to complement the equity-based programs, under which future awards have been limited due to their dilutive nature.

     Under the Performance Incentive Program, the Compensation Committee may establish a performance condition for a performance period of at least one year. The default performance condition is the Company’s total return on capital as compared to the same metric for peer companies in the Natural Gas Distribution and Integrated Natural Gas Companies group as calculated and reported in the Monthly Utility Reports (each, a “Monthly Utility Report”) of AUS, Inc., a leading industry consultant (“AUS”). A cash bonus may be paid following the end of the performance period based on the level of performance. The natural gas distribution and integrated natural gas companies reported in the December, 2008 Monthly Utility Report are:

AGL Resources Inc.
Atmos Energy Corporation
Chesapeake Utilities Corporation
Delta Natural Gas Company

El Paso Corporation
Energen Corporation
Energy West Incorporated
Equitable Resources, Inc.
Laclede Group, Inc.
National Fuel Gas Company
New Jersey Resources Corp.
NICOR Inc.
Northwest Natural Gas Co.
ONEOK, Inc.
Piedmont Natural Gas Co., Inc.
Questar Corporation
RGC Resources, Inc.
South Jersey Industries, Inc.
Southern Union Company
Southwest Gas Corporation
Southwestern Energy Company
UGI Corporation
WGL Holdings, Inc.
Williams Companies, Inc.

     In fiscal 2006, the Compensation Committee chose the Company’s total return on capital as the performance metric for the three-year performance period of October 1, 2005 to September 30, 2008. The Committee selected this financial metric because it reflects how profitably management is able to allocate capital to its operations and also because it provides a performance metric of relevance to all participants, regardless of the business segment(s) for which they provide services. Based on the level of performance at the end of each of the three-year performance periods, payment can range from 0% to 200% of the target incentives. Target performance is achieved if the Company ranks in the 60^th percentile of the peer group. Ranking is determined by calculating the average return on capital for the three-year period for each company and sorting the companies from highest to lowest. For this performance period, the Committee approved the following target incentives for the current named executive officers:

Mr. Ackerman		$	650,000
Mr. Smith			375,000
Mr. Tanski			250,000
Mrs. Cellino			85,000
Mr. Pustulka			85,000

     Because the Monthly Utility Report with the necessary data for fiscal 2008 will not be available until January or February of 2009, the actual award amounts earned for the performance period of October 1, 2005 through September 30, 2008 are unknown. The amounts shown in the Summary Compensation Table, under column (h), footnote (6) within this proxy statement were accrued by the Company in fiscal 2008 as estimates of the amount which will be calculated and paid, in the second quarter of fiscal 2009.

     In fiscal 2007 and fiscal 2008 the Committee again chose the Company’s total return on capital as the performance metric. The performance period selected in fiscal 2007 was the three-year period of October 1, 2006 through September 30, 2009, and the target incentive for the current named executive officers was selected as follows:

Mr. Ackerman		$	774,000
Mr. Smith			385,000
Mr. Tanski			308,750
Mr. Cabell			276,250
Mrs. Cellino			100,000
Mr. Pustulka			100,000

     The performance period selected in fiscal 2008 was the three-year period of October 1, 2007 through September 30, 2010, and the target incentive for the current named executive officers was selected as follows:

Mr. Ackerman		$	1,548,000
Mr. Smith			585,000
Mr. Tanski			350,000
Mr. Cabell			225,000

Mrs. Cellino			100,000
Mr. Pustulka			100,000

     The target thresholds for these two performance periods are the same as noted above.

     The fiscal 2008 target incentives selected were derived from Hay’s guidelines, except that the Committee determined that Mr. Ackerman’s long term compensation should be awarded solely under the Performance Incentive Program, rather than a combination of equity and cash due to his possible retirement. Therefore, Mr. Ackerman’s target incentive was doubled, but he received no SAR award. The Committee believes that equity awards are more appropriate for individuals who will continue in the employ of the Company due to an equity award’s retention value and its effectiveness in the alignment of employee and stockholders long-term interests.

EMPLOYEE BENEFITS

Retirement Benefits

     The Company maintains a qualified defined contribution retirement plan (401(k)), a qualified defined benefit retirement plan, a non-qualified executive retirement plan and a non-qualified tophat plan in order to attract and retain high caliber employees in high-level management positions, and, in the case of the non-qualified plans, to restore retirement benefits lost to employees under the qualified retirement plans as a result of the effect of the Internal Revenue Code limits and the qualified plans’ limits on compensation considered and benefits provided under such qualified plans.

     Messrs. Ackerman, Smith, Tanski, Pustulka and Mrs. Cellino are eligible to participate in both of the non-qualified plans. Mr. Cabell is eligible to participate in the non-qualified tophat plan. These benefits are described in more detail in the section entitled “Pension Benefits Table” within this proxy statement.

     Mr. Smith has a Retirement Benefit Agreement, approved by the Board and entered into in September of 2003, that provides additional retirement benefits if Mr. Smith’s employment is terminated by the Company without cause or by Mr. Smith with good reason, prior to March 1, 2011. If eligible for the enhanced benefit, Mr. Smith’s retirement benefit would be calculated as though he were 57 ¹/2 years old for purposes of determining the applicable early retirement penalty, but without giving Mr. Smith credit for additional years of service. The Committee recommended this agreement as a reflection of Mr. Smith’s achieving a high level position at a relatively early age, such that his retirement benefits could be severely reduced in the event of termination without cause. The Committee also viewed this agreement as a retention tool and a means to direct Mr. Smith’s attention to his duties of acting in the best interests of the stockholders. This benefit is described in more detail in the section entitled “Pension Benefit Table” within this proxy statement.

Executive Life Insurance

     In 2004, the Committee authorized an insurance program known as the “ExecutiveLife Insurance Plan.” Under this plan, upon specific direction of the Company’s Chief Executive Officer, when an executive officer reaches age 50, the Company would pay the cost of a life insurance policy or policies, to be owned by the executive officer, in an amount up to $15,000 per year. The payment is taxable income to the executive officer and ceases when the executive officer’s employment ceases. The Committee authorized this plan as a replacement for its prior practice of providing split dollar life insurance agreements to designated executive officers. The Committee replaced the split dollar arrangement with the current plan because it wanted to continue to provide an appropriate level of death benefit, but was prohibited by the Sarbanes Oxley Act from making premium payments on certain split dollar policies due to their nature as loans.

     Life insurance for Messrs. Ackerman and Smith is currently maintained under split dollar arrangements, into which the Company makes no premium payments. Mr. Tanski, Mrs. Cellino and Mr. Pustulka are covered by the ExecutiveLife Insurance Plan. Mr. Cabell is a participant in the Company’s group life insurance plan.

EXECUTIVE PERQUISITES

     The Company offers a limited number of perquisites to our executive officers. The basis for offering these perquisites is to enhance the Company’s ability to attract and retain highly qualified persons and also to assist the officer in conducting business on behalf of the Company. For certain items, the perquisite is incidental to other business-related use. For example, the Company shares a

stadium suite with another local utility company for the local professional football team and an arena suite with a local law firm for the local professional hockey team. The Company also has season tickets for seats outside the suites. The Company made these investments as a result of specific drives by the Buffalo, New York business community to support the retention of these professional athletic teams in the Buffalo area. These suites are primarily used for Company business. On the occasions when the suites are not used for Company business, the executive officers as well as other employees are permitted personal use.

     In fiscal 2008, the Compensation Committee directed the elimination of company-provided cars for most officers, effective October 1, 2008. Exceptions were allowed at the CEO’s discretion to require use of a company vehicle by officers with field operations responsibility. Officers whose vehicles were eliminated were provided a one-time adjustment to base salary as of October 1, 2008.

     The Company also offers executive officers tax preparation advice, in part to assure the Company that its officers are properly reporting compensation. The Company also pays the costs of spouses accompanying named executive officers to certain of the Board of Directors meetings and functions. In addition, the Company covered Mr. Ackerman’s annual dues in a private country club and a local business club until his retirement.

CHANGE IN CONTROL ARRANGEMENTS

     If an executive officer’s employment is terminated without cause within a specific time following a change in control of the Company, many of the components of total compensation described above become immediately vested or paid out in a lump sum. These items are described in more detail and calculations as of September 30, 2008, are set forth in the section entitled “Potential Payments Upon Termination or Change in Control” within this proxy statement.

     In December of 1998, upon recommendation by the Committee, the Company adopted an amended and restated change in control agreement, known as the “Employment Continuation and Noncompetition Agreement” (“ECNA”). Each of the named executive officers is a party to an ECNA. In September of 2007, and again in September of 2008, the ECNA was amended and restated to be in compliance with Internal Revenue Code Section 409A and the final regulations promulgated thereunder. No enhancement to the benefit provided under the agreement was added either time.

     The Company and the Committee believe that these agreements are required for the attraction and retention of the executive talent needed to achieve corporate objectives and to assure that executive officers direct their attention to their duties, acting in the best interests of the stockholders, notwithstanding the potential for loss of employment in connection with a change in control.

     The agreement contains a “double-trigger” provision that provides payment only if employment terminates within three years following a change in control, as defined in the agreement, either by the Company other than for cause or by the executive officer for good reason. The Committee believes this structure strikes a balance between the incentive and the executive attraction and retention efforts described above, without providing change in control benefits to executive officers who continue to enjoy employment with the Company in the event of a change in control transaction.

     The payment is generally calculated by multiplying 1.99 by the sum of the executive officer’s current base salary plus the average of the annual cash bonus for the previous two fiscal years. The 1.99 multiplier is reduced on a pro-rata basis if termination occurs between age 62 and 65. There is no gross-up for taxes. If payment is triggered, certain health benefits are continued for the earlier of 18 months following termination or until age 65.

     The ECNA contains a restrictive covenant whereby the executive officer may, upon termination following a change in control, choose to refrain from being employed by or otherwise serving as an agent, consultant, partner or major stockholder of a business engaged in activity that is competitive with that of the Company or its subsidiaries. If he so chooses to be bound by this restrictive covenant, an additional payment is made in the amount of one times the sum of current base salary plus the average of the annual cash bonus for the previous two fiscal years. The Committee and the Company believe this is an appropriate payment in exchange for the non-compete covenant agreed to by the executive officer.

OWNERSHIP GUIDELINES

     In fiscal 2002, in an effort to emphasize the importance of stock ownership and after consultation with the Compensation Committee, Company Common Stock ownership guidelines were established for officers. These guidelines range from one times base salary for junior officers to four times base salary at the Chief Executive Officer level. Other employees receiving options and SARs

are encouraged to retain their Common Stock for long-term investment. We believe that employees who are stockholders perform their jobs in a manner that considers the long-term interests of the stockholders.

TAX CONSIDERATIONS

     Section 162(m) of the Internal Revenue Code prohibits the Company from deducting compensation paid in excess of $1 million per year to any executive officer listed in the Compensation Summary Table unless such compensation qualifies as “performance-based compensation” within the meaning of Section 162(m). The Committee generally intends that compensation paid to its managers, including its executive officers, should not fail to be deductible for federal income tax purposes by reason of Section 162(m). For this reason, compensation paid under the At Risk Plan is designed to qualify as performance-based compensation under Section 162(m). The Committee may elect to award compensation, especially to a Chief Executive Officer, that is not fully deductible, if the Committee determines that such award is consistent with its philosophy and is in the best interests of the company and its stockholders.

Summary Compensation Table

     The following table sets forth a summary of the compensation paid to or earned by each person who served as the Chief Executive Officer, the Principal Financial Officer and each of the three other most highly compensated executive officers (the “named executive officers”) of the Company in fiscal 2008. The compensation reflected for each officer was for the officer’s services provided in all capacities to the Company and its subsidiaries.

																										(6)
																										Change in
																						(5)				Pension Value
														(3)				(4)				Non-Equity				and Nonqualified				(7)
						(1)				(2)				Stock				Option				Incentive Plan				Deferred				All Other
		Fiscal				Salary				Bonus				Awards				Awards				Compensation				Compensation				Compensation				Total
Name and Principal		Year				($)				($)				($)				($)				($)				Earnings($)				($)				($)
Position (a)		(b)				(c)				(d)				(e)				(f)				(g)				(h)				(i)				(j)
Philip C. Ackerman			2008				573,333				N/A				3,513				0				2,229,567				213,330				127,055				3,146,798
Chief Executive Officer of the Company through 2/20/08. Retired effective 6/1/08
Philip C. Ackerman			2007				851,250				N/A				64,750				798,644				1,634,391				1,340,042				148,785				4,837,862
Chief Executive Officer of the Company
David F. Smith			2008				625,000				N/A				0				308,106				1,750,375				431,116				116,467				3,231,064
President and Chief Executive Officer of the Company
David F. Smith			2007				543,750				N/A				0				580,133				686,464				531,864				49,031				2,391,242
President and Chief Operating Officer of the Company and President of National Fuel Gas Supply Corporation
Ronald J. Tanski			2008				512,500				N/A				0				206,497				1,146,813				656,006				91,100				2,612,916
Treasurer and Principal Financial Officer of the Company and President of National Fuel Gas Supply Corporation
Ronald J. Tanski			2007				456,250				N/A				0				413,798				581,874				486,590				60,167				1,998,679
Treasurer and Principal Financial Officer of the Company and President of National Fuel Gas Distribution Corporation
Matthew D. Cabell			2008				443,750				0				373,183				325,346				337,472				0				69,140				1,548,891
President of Seneca Resources Corporation
Matthew D. Cabell			2007				343,269				150,000				159,395				196,072				265,338				0				18,543				1,132,617
President of Seneca Resources Corporation
Anna Marie Cellino			2008				289,875				250,000				0				60,636				141,610				160,435				47,937				950,493
President National Fuel Gas Distribution Corporation
John R. Pustulka			2008				289,875				140,500				0				60,636				141,610				212,629				43,105				888,355
Senior Vice President of National Fuel Gas Supply Corporation

     The following table describes each component of the All Other Compensation column in the Summary Compensation Table for fiscal year 2008.

																		Anna
		Philip C.				David F.				Ronald J.				Matthew D.				Marie				John R.
Description		Ackerman				Smith				Tanski				Cabell				Cellino				Pustulka
Defined Contribution Company Match 401(k))(a)		$	9,100			$	13,700			$	13,700			$	6,954			$	13,700			$	13,700
401(k) Tophat(b)			94,100				90,838				60,619				6,400				18,630				12,060
RSA Tophat(c)			0				0				0				3,267				0				0
Employee Stock Ownership Plan (ESOP) Supplemental Payment(d)			5,211				931				1,646				0				529				2,267
Executive Officer Life Insurance(e)			0				0				15,000				1,584				15,000				15,000
Travel Accident Insurance(f)			51				77				135				135				78				78
Dividends paid on Restricted Stock(g)			1,687				0				0				50,800				0				0
Perquisites(h)			16,906				10,921				N/A				N/A				N/A				N/A
Total		$	127,055			$	116,467			$	91,100			$	69,140			$	47,937			$	43,105

     Grants of Plan-Based Awards in Fiscal 2008

     The following table sets forth information with respect to awards granted to the named executive officers during fiscal 2008 under the Performance Incentive Program, the At Risk Plan, and the 1997 Award and Option Plan. There are no future payouts under Equity Incentive Plan Awards; therefore we have removed those columns from the table. Please refer to the Compensation Discussion and Analysis (CD&A) within this proxy statement for additional information regarding these plans.

																						All Other				All Other
																						Stock				SAR
																						Awards:				Awards:				Exercise or								Grant Date
																						Number of				Number of				Base								Fair Value
										Estimated Future Payouts Under												Shares of				Securities				Price of								of Stock and
										Non-Equity Incentive Plan Awards												Stock or				Underlying				Option/SAR				Closing				Option/SAR
						Grant				Threshold				Target				Maximum				Units				SARs				Awards				Market				Awards
Name		Note				Date				($)				($)				($)				(#)(1)				(#)(1)				($/Sh)				Price($)				($)(4)
Philip C. Ackerman			(2	)			02/20/2008				0				1,548,000				3,096,000				0				0
			(3	)			12/22/2007				0				573,333				1,146,667				0				0
David F. Smith			(1	)			02/20/2008																0				70,000			$	47.37			$	47.60				611,625
			(2	)			02/20/2008				0				585,000				1,170,000
			(3	)			12/22/2007				375,000				625,000				1,250,000				0
Ronald J. Tanski			(1	)			02/20/2008																				45,000			$	47.37			$	47.60				393,188
			(2	)			02/20/2008				0				350,000				700,000				0
			(3	)			12/22/2007				230,625				384,375				768,750				0
Matthew D. Cabell			(1	)			12/05/2007																25,000											$	47.60				1,190,000
			(1	)			02/20/2008																				25,000			$	47.37			$	47.60				218,438
			(2	)			02/20/2008				0				225,000				450,000
			(3	)			12/22/2007				0				288,438				576,876
Anna Marie Cellino			(1	)			02/20/2008																				12,500			$	47.37			$	47.60				109,219
			(2	)			02/20/2008				0				100,000				200,000				0
John R. Pustulka			(1	)			02/20/2008																				12,500			$	47.37			$	47.60				109,219
			(2	)			02/20/2008				0				100,000				200,000				0

     The Company’s named executive officers serve at the pleasure of the Board of Directors and are not employed pursuant to employment agreements. Each of the named executive officers is a party to an Employment Continuation and Noncompetition Agreement with the Company, which would become effective upon a change in control of the Company. In addition, David F. Smith and the Company are parties to a Retirement Benefit Agreement that provides Mr. Smith with certain retirement benefits in the event the Company terminates him without cause, or Mr. Smith terminates employment with good reason, prior to the first day of the month after which Mr. Smith reaches 57 ¹/2 years of age or March 1, 2011. The Employment Continuation and Noncompetition Agreements and the Retirement Benefit Agreement for David F. Smith are described in this proxy statement under Potential Payments Upon Termination or Change-in-Control.

Outstanding Equity Awards at Fiscal Year-End 2008

     The following table sets forth, on an award-by-award basis, the number of securities underlying unexercised stock options or SARs and the total number and aggregate market value of shares of unvested restricted stock held by the named executives as of September 30, 2008. The table also provides the exercise price (average of the high and low on grant date) and date of expiration of each unexercised stock option or SAR.

						Option/SAR Awards																Stock Awards
										Number of
						Number of				Securities
						Securities				Underlying												Number of
						Underlying				Unexercised												Shares or				Market Value of
						Unexercised				Options/SARs												Units of Stock				Shares or Units of
						Options/SARs				(#)				Option/SAR				Option/SAR				That Have Not				Stock That Have
		Grant Date				(#)				Unexercisable				Exercise Price				Expiration Date				Vested (#)				Not Vested ($)
Name		(2)				Exercisable				(2)				($)(3)				(4)				(5)				(5)
Philip C. Ackerman			12/10/98				315,660				0			$	23.03				12/11/2008
			12/9/99																				1,328			$	54,335
			2/17/00				435,312				0				21.33				2/18/2010				0				0
			12/7/00				500,000				0				27.80				12/8/2010				0				0
			3/14/02				195,918				0				24.50				3/15/2012				0				0
			3/29/05				160,000				0				28.16				6/1/2013				0				0
			5/10/06				100,000				0				35.11				6/1/2013				0				0
			12/6/06				110,000				0				39.48				6/1/2013				0				0
David F. Smith			3/14/02				4,082				0				24.50				3/14/2012				0				0
			3/14/02				125,918				0				24.50				3/15/2012				0				0
			3/29/05				60,000				0				28.16				3/30/2015				0				0
			5/10/06				55,000				0				35.11				5/10/2016				0				0
			12/6/06				60,000				0				39.48				12/6/2016				0				0
			2/20/08								70,000				47.37				2/20/2018				0				0
Ronald J. Tanski			12/10/98				5,000				0				23.03				12/10/2008				0				0
			2/17/00				4,688				0				21.33				2/17/2010				0				0
			2/17/00				20,312				0				21.33				2/18/2010				0				0
			12/7/00				25,000				0				27.80				12/8/2010				0				0
			3/14/02				4,082				0				24.50				3/14/2012				0				0
			3/14/02				70,918				0				24.50				3/15/2012				0				0
			3/29/05				40,000				0				28.16				3/30/2015				0				0
			5/10/06				36,000				0				35.11				5/10/2016				0				0
			12/6/06				45,000				0				39.48				12/6/2016				0				0
			2/20/08								45,000				47.37				2/20/2018				0				0
Matthew D. Cabell			12/11/06	(1)							100,000				39.50				12/11/2016				15,000				613,725
			12/5/07								0												25,000				1,022,875
			2/20/08								25,000				47.37				2/20/2018				0				0
Anna Marie Cellino			12/7/00				25,000				0				27.80				12/8/2010				0				0
			3/14/02				70,918				0				24.50				3/15/2012				0				0
			3/29/05				30,000				0				28.16				3/30/2015				0				0
			5/10/06				12,000				0				35.11				5/10/2016				0				0
			12/6/06				15,000				0				39.48				12/6/2016				0				0
			2/20/08								12,500				47.37				2/20/2018				0				0
John R. Pustulka			3/14/02				4,082				0				24.50				3/14/2012				0				0
			3/29/05				35,000				0				28.16				3/30/2015				0				0
			5/10/06				12,000				0				35.11				5/10/2016				0				0
			12/6/06				15,000				0				39.48				12/6/2016				0				0
			2/20/08								12,500				47.37				2/20/2018				0				0

Please refer to the “Potential Payments Upon Termination or Change-in-Control” section within this proxy statement for additional information regarding termination prior to and after the vest date of the awards.

Option Exercises and Stock Vested — Fiscal 2008

     The following table sets forth, as to each named executive officer, information with respect to stock option exercises and vesting of restricted stock during fiscal 2008.

		Option Awards								Stock Awards
		Number of				Value				Number of				Value
		Shares				Realized				Shares				Realized
		Acquired on				on				Acquired on				on
		Exercise				Exercise				Vesting				Vesting
Name		(#)				($)(1)				(#)				($)
Philip C. Ackerman			4,082			$	148,197				0			$	0
David F. Smith			20,000				621,250				0				0
Ronald J. Tanski			20,000				473,221				0				0
Matthew D. Cabell			0				0				0				0
Anna Marie Cellino			0				0				0				0
John R. Pustulka			120,918				2,850,593				0				0

Pension Benefits

     The following table sets forth information with respect to the pension benefits as of September 30, 2008 of each of the named executive officers. The Company offers a qualified pension plan and a supplemental benefit plan in which certain of the named executive officers participate.

				Number of				Present Value				Payments
				Years				of				During
				Credited				Accumulated				Last
				Service				Benefit				Fiscal Year
Name		Plan Name		(#)(1)				($)(1)				($)
Philip C. Ackerman		Executive Retirement Plan			40				12,701,345				0
		National Fuel Gas Company Retirement Plan			39				1,284,352				35,889
David F. Smith		Executive Retirement Plan			30				2,708,381				0
		National Fuel Gas Company Retirement Plan			29				857,219				0
Ronald J. Tanski		Executive Retirement Plan			29				1,667,362				0
		National Fuel Gas Company Retirement Plan			28				842,799				0
Matthew Cabell		Executive Retirement Plan			N/A				N/A				N/A
(not a participant)		National Fuel Gas Company Retirement Plan			N/A				N/A				N/A
Anna Marie Cellino		Executive Retirement Plan			27				639,456				0
		National Fuel Gas Company Retirement Plan			26				719,740				0
John R. Pustulka		Executive Retirement Plan			34				928,454				0
		National Fuel Gas Company Retirement Plan			33				1,229,151				0

Retirement Plan

     The National Fuel Gas Company Retirement Plan (the “Retirement Plan”) is a tax-qualified defined benefit plan. The Retirement Plan provides unreduced retirement benefits at termination of employment at or after age 65, or, with ten years of service, at or after age 60. For the Retirement Plan, credited service is the period that an employee is a participant in the plan and receives pay from the Company or one of its participating subsidiaries. Credited service does not include the first year of employment and is measured in years, with a maximum of 40 years of credited service. The Retirement Plan does not permit the granting of extra years of credited service to the participants.

     A reduced retirement benefit is available upon attainment of age 55 and completion of ten years of service. For retirement between ages 55 and 60, the benefit is reduced by 5% for each year retirement precedes age 60 (for example, a participant who retires at age 59 would receive a retirement benefit equal to 95% of the unreduced benefit). However, participants may retire with no reduction in their accrued benefit on or after the date on which the sum of their age plus years of service equals ninety. Mr. Ackerman retired as of June 1, 2008. The present value of his accumulated Benefit is as of his retirement date. As of September 30, 2008, Mr. Smith is eligible for an early retirement benefit of 75% of the unreduced benefit. Mr. Smith is eligible for certain retirement benefits under his Retirement Benefit Agreement if, prior to March 1, 2011, he is terminated for cause or resigns for good reason. See the “Potential Payments Upon Termination or Change-in-Control” section within this proxy statement. As of September 30, 2008, Mr. Tanski is eligible for an early retirement benefit equal to 80% of the unreduced benefit. Mrs. Cellino is eligible for an early retirement benefit equal to 75% of the unreduced benefit and Mr. Pustulka is eligible for an early retirement benefit equal to 80% of the unreduced benefit.

     The base benefit under the Retirement Plan is a life annuity that is calculated as the product of (a), (b) and (c), where (a) is final average pay, (b) is years of credited service, and (c) is 1.5%. Final average pay is the average of the participant’s total pay during the five consecutive years of highest pay from the last ten years of participation. Total pay includes base salary, bonus payments, and annual At Risk Plan payments. Total pay does not include reimbursements or other expense allowances, imputed income, deferrals under the National Fuel Gas Company Deferred Compensation Plan (the “DCP”), fringe benefits, or Performance Incentive Program awards or equity awards. The benefit under the Retirement Plan is limited by maximum benefits and compensation limits under the Internal Revenue Code.

     Other forms available at retirement include joint and survivor, term-certain, and Social Security adjusted annuities. All are calculated on an actuarially equivalent basis using a 6% interest rate and unisex mortality factors developed from 1971 Group Annuity Mortality Table rates.

     Executive Retirement Plan

     The National Fuel Gas Company and Participating Subsidiaries Executive Retirement Plan (the “ERP”) is a non-tax-qualified deferred compensation plan. The Chief Executive Officer of the Company designates all participants of the ERP.

     The ERP provides a two-part benefit: a Tophat Benefit and a Supplemental Benefit. The Tophat Benefit makes an ERP participant whole for any reduction in the regular pension he or she receives under the Retirement Plan resulting from Internal Revenue Code limitations and/or participation in the Company’s deferred compensation plan. The Supplemental Benefit provides an additional retirement benefit to the Retirement Plan.

     The Tophat Benefit vests in the same manner and subject to the same service requirements that apply to the Retirement Plan. The Supplemental Benefit vests at age 55 and completion of five years of credited service. An ERP participant who vests in the Tophat Benefit, but does not vest in the Supplemental Benefit, receives only a Tophat Benefit. A participant who is vested in both the Tophat Benefit and the Supplemental Benefit and who terminates service with the Company before age 65 receives the Tophat Benefit and a portion of the Supplemental Benefit that is based upon the participant’s age and years of credited service. For the Executive Retirement Plan, credited service is the number of years the participant has been employed by the Company or one of its participating subsidiaries, not to exceed forty years.

     The Tophat Benefit is stated as a life annuity that is calculated as the difference between (a) and (b), where (a) is the benefit the ERP participant would have received under the Retirement Plan but for the limitations imposed by the Internal Revenue Code and adjusted as if deferrals under the deferred compensation plan were not excluded from the definition of final average pay; and (b) is the base benefit the participant receives under the Retirement Plan.

     Assuming retirement at age 65, the Supplemental Benefit is stated as a life annuity that is calculated using the following formula:

     (a) 1.97% of final average pay for each year of service not in excess of 30 years; plus

     (b) 1.32% of final average pay for each of the next 10 years of service that are in excess of 30 (but not to exceed 10); minus

     (c) 1.25% of an assumed Social Security benefit (calculated as if the participant had no future wages) for each year of service not in excess of 40 years; minus

     (d) the participant’s base benefit under the Retirement Plan; minus

     (e) the participant’s Tophat Benefit.

     Final average pay under the ERP is the same as under the Retirement Plan, except that deferrals to DCP are not excluded and the Internal Revenue Code limitations are not considered.

     If a participant retires before age 65, the amounts determined in (a) and (b) above are multiplied by an early retirement percentage from the table that follows:

		Early
Retirement		Retirement
Age		Percentage
65			100
64			94
63			88
62			82
61			70
60			58
59			46
58			34
57			22
56			10
55 and 2 months			0

     The early retirement percentages set forth above are increased by 1.5% for each year of service in excess of 30 years (provided the total early retirement percentage does not exceed 100%).

     The normal form of benefit under the ERP is a four-year period certain annuity that is actuarially equivalent to the lump-sum present value (calculated using the most recently published mortality table that is generally accepted by American actuaries and reasonably applicable to the ERP, and a 6 percent discount rate) of the sum of the participant’s Tophat Benefit and Supplemental Benefit (if the participant is vested therein). Other available forms of payment include single life, ten-year period certain and life, and joint and survivor annuities.

Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans

     The Deferred Compensation Plan (DCP) is a non-qualified deferred compensation plan, which was instituted for certain high-level management employees of the Company and certain subsidiaries. The DCP is not an active plan and has been closed with no deferrals since July 31, 2002. The purpose of the DCP was to provide retirement/savings financial planning opportunities, which were not available to the officers in the qualified retirement plans due to Internal Revenue Code limitations. All account balances are subject to the general creditors of the Company.

     DCP participants were able to defer receipt of portions of their salaries and bonuses, to be paid to them following retirement, termination of employment, death or earlier in certain circumstances. The participants were eligible to elect a “Savings” and/or a “Retirement” account. For DCP deferrals prior to May 1, 1994, the Company credited deferred amounts and all earnings with interest equal to the Moody’s Composite Average of Yields on Corporate Bonds (“Moody’s Index”) in effect for the month of May prior to the plan year beginning August 1 plus 135% of the Moody’s Composite Average of Yields on Corporate Bonds (“Accumulation Account”). The participant signed a contract selecting the amount to be deferred for the upcoming deferral period, the type of account (Savings and/or Retirement), annuity term (5, 10 or 15 years) if a Retirement account and up to three dates with percentages and/or dollar amounts if a Savings account. The annuity for the Retirement account is determined by setting the interest rate on all outstanding balances at 135% of the average of the Moody’s Index in effect for the 60-month period that ends with the month preceding the month of retirement.

     Beginning with deferrals after May 1, 1994, the participants could select a Savings and/or a Retirement account similar to DCP deferrals prior to May 1, 1994 but without the Accumulation Account and including one additional investment opportunity. The two investment choices were the Moody’s Composite Average of Yields on Corporate Bonds in effect for the month of May prior to the plan year beginning August 1 and a return equal to the total return of the Standard and Poor’s 500 stock index minus 1.2% per annum (“S&P 500 Minus 1.2% Election”). The participant could select either the Moody’s Index or the S&P 500 Minus 1.2% Election, but not both within the same account. For deferrals after May 1, 1994, the rate of 135% of Moody’s was no longer available. In addition, participants with deferrals after May 1, 1994 could elect to defer their Savings and Retirement account balance past their retirement date, but not past age 70.

     The DCP deferral contract indicates the participant’s investment selection and future payouts or retirement choices regarding the term of the annuity (5, 10 or 15 years). A participant who selected the S&P 500 Minus 1.2% Election for his Retirement account may, after he reaches age 55, switch once to the Moody’s Index. For a participant who retires and elected to invest in the S&P 500 Minus 1.2% Election, the investment’s return will assume the Moody’s Index six months prior to his retirement date in order to determine the final benefit.

     The Company also maintains a non-qualified tophat plan. See note (1) below. The Company pays the 401(k) tophat benefit no later than March 15 of the calendar year following the year in which the tophat benefit was earned.

     See “Potential Payments Upon Termination or Change-in-Control” section within this proxy statement for additional information regarding the effect of termination of employment on the DCP.

The following table reflects the earnings, distributions and total balance of the National Fuel Gas Company Deferred Compensation Plan (DCP) and 401(k) Tophat Plan:

										Aggregate
		Executive				Registrant				Earnings				Aggregate				Aggregate
		Contributions				Contributions				(Loss) in				Withdrawals/				Balance at
		in Last FY				in Last FY				Last FY				Distributions				Last FYE
Name		($)				($)(1)				($)(2)				($)(3)				($)(4)
Philip C. Ackerman			0				94,100				(140,441	)			130,458				1,544,990
David F. Smith			0				90,838				(50,133	)			41,096				255,482
Ronald J. Tanski			0				60,619				0				43,564				56,869
Matthew D. Cabell			0				6,400				0				3,000				4,900
Anna Marie Cellino			0				18,630				(23,083	)			10,795				274,280
John R. Pustulka			0				12,060				(4,144	)			10,795				108,484

Potential Payments Upon Termination or Change-in-Control

     The information below describes and quantifies certain compensation that would become payable under existing plans and arrangements if the named executive officer’s employment had terminated on September 30, 2008 (the last business day of the Company’s fiscal year), assuming the named executive officer’s compensation and service levels as of that date and, if applicable, based on the fair market value (FMV) of the Common Stock on that date. The FMV is the average of the high and low stock price on September 30, 2008. These benefits are in addition to benefits available generally to most salaried employees.

  National Fuel Gas Company Performance Incentive Program

  Termination for Cause

     Regardless of whether the performance period has been completed and the named executive officer would have been entitled to a cash payment, if a named executive officer’s employment is terminated for Cause at any time prior to payment under this program, the named executive officer is no longer entitled to the payment.

     “Cause” under the Performance Incentive Program generally means:

	•		the executive’s failure to comply with a reasonable and lawful written directive of the Board of Directors or the Chief Executive Officer;
	•		the executive’s failure to perform the substantial responsibilities of his position;
	•		any act of dishonesty, gross negligence, or misconduct by the executive;
	•		the executive’s conviction of or entering a plea of guilty or nolo contendere (will not contest) to a crime constituting a felony or the executive’s willful violation of any law, rule or regulation; or
	•		the executive engages in any business which is competitive with that of the Company.

  Termination for Any Other Reason

     If a named executive officer’s employment terminates during a performance period for any reason other than Cause, the named executive officer will be entitled to the amount that would have been payable to the named executive officer if the named executive officer remained employed for the entire performance period, pro-rated based on the number of days completed within said performance period prior to termination. Any payment to the named executive officer will also be subject to any conditions as determined by the Chief Executive Officer.

  Change of Control

     In the event of a Change of Control, the performance period will be truncated, and the Compensation Committee will determine each named executive officer’s payment based on achievement of the performance conditions. The payment will be pro-rated based on the truncated time period.

     “Change of Control” under the Performance Incentive Program generally means:

	•		notice of a Schedule 13D filing with the SEC disclosing that any person (as such term is used in Section 13(d) of the 1934 Act) is the beneficial owner, directly or indirectly, of twenty (20) percent or more of the outstanding stock of the Company;
	•		a tender or exchange offer to acquire, directly or indirectly, twenty (20) percent or more of the outstanding stock of the Company;

	•		consolidation or merger of the Company in which the Company is not the surviving corporation, other than a consolidation or merger of the Company in which holders of its stock immediately prior to the consolidation or merger have substantially the same proportionate ownership of common stock of the surviving corporation immediately after the consolidation or merger as immediately before;
	•		consolidation in which the Company is the surviving corporation but in which the common stockholders of the Company immediately prior to the consolidation or merger do not hold at least a majority of the outstanding common stock of the continuing or surviving corporation;
	•		sale or other transfer of all or substantially all the assets of the Company; or
	•		a change in the majority of the members of the Board of Directors of the Company within a 24-month period unless the election or nomination for election by the Company’s stockholders of each new director was approved by the vote of at least two-thirds of the directors then still in office who were in office at the beginning of the 24-month period.

  National Fuel Gas Company 1997 Award and Option Plan

Noncompetition

     Under this plan, if a named executive officer engages in any business or activity competitive with that of the Company, without the Company’s written consent, or the named executive officer performs any act that is against the best interests of the Company, all unexercised, unearned or unpaid awards are forfeited.

Termination of Employment

     As a general rule, if the named executive officer’s employment with the Company terminates for a reason other than death, disability, retirement, or any approved reason, all unexercised, unearned or unpaid awards are forfeited, unless otherwise stated below or in an award notice to the named executive officer. The Compensation Committee has the authority to determine what events constitute disability, retirement, or termination for an approved reason.

Incentive Stock Options

     Except as otherwise disclosed in an award letter, if the named executive officer’s employment with the Company terminates, any incentive stock option that has not expired will terminate, and the named executive officer will no longer be entitled to purchase shares of the Company’s Common Stock pursuant to such incentive stock option except that:

     i.) Upon termination of employment (other than by death), the named executive officer may, within three months after the date of termination of employment, purchase all or part of the shares of the Common Stock which the named executive officer was entitled to purchase under the incentive stock option on the date of termination of employment. However, if termination of employment occurs by reason of death, disability or retirement at age 65 or later, then the Company must offer to extend the term of those incentive stock options to the lesser of five years or the original term, unless the named executive officer is president or chief executive officer of the Company or president of a “principal subsidiary” (an entity owned at least 80% by the Company with at least $5 million net income in the most recently completed fiscal year), in which case the Company must offer to extend the term of that person’s incentive stock options to the original term.

     ii.) Upon the death of the named executive officer while employed with the Company or within three months after the date of termination of employment, the executive officer’s estate or beneficiary may, within one year after the date of the named executive officer’s death, purchase all or part of any shares of Common Stock which the named executive officer was entitled to purchase under such incentive stock option on the date of death.

Non-Qualified Stock Options and Stock Appreciation Rights

     Except as otherwise disclosed in an award letter, any non-qualified stock option (including any stock-settled stock appreciation right) that has not expired will terminate upon the termination of the named executive officer’s employment with the Company, and no shares of Common Stock may be purchased pursuant to the non-qualified stock option, except that:

     i.) Upon termination of employment for any reason other than death, discharge by the Company for cause, or voluntary resignation of the named executive officer prior to age 60, a named executive officer may, within five years after the date of termination of employment, or any such greater period of time that the Compensation Committee deems appropriate, exercise all or

part of the non-qualified stock option, which the named executive officer was entitled to exercise on the date of termination of employment or subsequently becomes eligible to exercise as follows: (a) six months after the date of grant, if the named executive officer has voluntarily resigned on or after his 60th birthday, after the date of grant, and before such six months; or (b) on the date of the named executive officer’s voluntary resignation on or after his 60th birthday and at least six months after the date of grant. However, if termination of employment occurs by reason of death, disability or retirement at age 65 or later and if the named executive officer is the president or chief executive officer of the Company, or president of a principal subsidiary, then each non-qualified stock option would remain exercisable for the balance of its unexpired term.

     ii.) Upon the death of a named executive officer while employed with the Company or within the period stated in the preceding paragraph i.), the named executive officer’s estate or beneficiary may, within five years after the date of the named executive officer’s death while employed, or within the period stated in paragraph i.) above, exercise all or part of the non-qualified stock option, which the named executive officer was entitled to exercise on the date of death.

     As specified in Mr. Cabell’s award letter, upon a voluntary termination of employment or an involuntary termination for Just Cause, all non-qualified stock options are forfeited. Upon an involuntary termination due to death or for other than Just Cause, all non-qualified stock options will become exercisable and will remain exercisable for three years.

Restricted Stock

     As specified in Mr. Cabell’s award letter dated December 12, 2006, the following will occur with respect to his restricted stock upon a termination:

     i.) unless his termination is due to death or termination by the Company without Just Cause, he will forfeit his right to the restricted stock if his employment with the Company terminates for any reason prior to the expiration of the vesting restrictions;

     ii.) in the event of either his termination by the Company without Just Cause or his death before December 11, 2009, all restrictions will lapse on the date of his death or termination without Just Cause.

     In this context, “Just Cause” means the failure to comply with Company policies on hedging, financial reporting, accurate accounting, disclosure of information about the Company, or regulatory compliance; fraud, misconduct, or dishonesty related to employment; illegal conduct amounting to a misdemeanor or felony; or the willful and continued failure to substantially perform duties with the Company after written warnings specifically identifying the lack of substantial performance.

Change in Control and Change in Ownership

     If there is a Change in Ownership or a named executive officer’s employment terminates within three years following a Change in Control, unless the termination is due to death, disability, Cause, resignation by the named executive officer other than for Good Reason, or retirement, all terms and conditions lapse, and all unvested awards become vested. In addition, any outstanding awards are cashed out based on the Fair Market Value of the Common Stock as of either the date the Change in Ownership occurs or the date of termination following a Change in Control. For this purpose, “Fair Market Value” is the average of the high and low market price. In addition, the noncompetition provision mentioned above will become null and void.

     For purposes of this section, “Change in Control” has a meaning similar to the definition of Change of Control, which was defined earlier under the Performance Incentive Program section. The only major difference between the 1997 Award and Option Plan definition of Change in Control and the Performance Incentive Program Change of Control definition is that the 1997 Award and Option Plan provides that a Change in Control shall be deemed to have occurred at such time as individuals who constitute the Board of Directors of the Company on January 1, 1997 (the “Incumbent Board”) have ceased for any reason to constitute at least a majority, provided that any person becoming a director subsequent to January 1, 1997 whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least three-quarters of the directors comprising the Incumbent Board (either by specific vote or by approval of the proxy statement of the Company in which such person is named as nominee for director without objection to such nomination) shall be considered as though such person was a member of the Incumbent Board. The Performance Incentive Program instead states that a Change of Control shall be deemed to have occurred when there is change in the majority of the members of the Board of Directors of the Company within a 24-month period unless the election or nomination for election by the Company’s stockholders of each new director was approved by the vote of at least two-thirds of the directors then still in office who were in office at the beginning of the 24-month period.

     “Change in Ownership” means a change which results directly or indirectly in the Common Stock ceasing to be actively traded on a national securities exchange or the National Association of Securities Dealers Automated Quotation System.

     “Good Reason” means a good faith determination made by a named executive officer that the Company has materially reduced the responsibilities, prestige or scope of the named executive officer’s position. Examples include the assignment to the named executive officer of duties inconsistent with the named executive officer’s position, assignment of the executive to another place of employment more than 30 miles from the named executive officer’s current place of employment, or reduction in the named executive officer’s total compensation or benefits. The named executive officer must specify the event relied upon for his or her determination by written notice to the Board of Directors within six months after the occurrence of the event.

National Fuel Gas Company Tophat Plan

     Under the Company’s Tophat Plan, the Company restores to the named executive officers benefits lost under the 401(k) Plan due to the Internal Revenue Code or qualified plan limits.

Retirement or Termination of Employment

     If a named executive officer retires or his employment is terminated, the named executive officer (or his beneficiary in the event of his death) will receive a lump sum payment equal to the value of his benefit, as of the date of retirement or termination of employment.

National Fuel Gas Company 2007 Annual at Risk Compensation Incentive Plan (“AARCIP”)

Noncompetition

     If, in the opinion of the Compensation Committee, the named executive officer, without the written consent of the Company, engages in any business or activity that is competitive with that of the Company, or the named executive officer performs any act which in the opinion of the Committee is against the best interests of the Company, the named executive officer must forfeit all unearned and/or unpaid At Risk Awards.

Termination of Employment Other Than Due to Death, Disability, Retirement, Or an Approved Reason

     If a named executive officer’s employment with the Company or a subsidiary terminates for a reason other than death, disability, retirement, or an approved reason, all unearned or unpaid At Risk Awards will be canceled or forfeited, unless stated below or in an award notice to the named executive officer. The Compensation Committee has the authority to determine what events constitute disability, retirement, or termination for an approved reason.

Termination Due to Disability, Retirement, Or an Approved Reason

     In the event of the disability, retirement or termination for an approved reason of a named executive officer during a performance period, the named executive officer’s participation will be deemed to continue to the end of the performance period, and the named executive officer will be paid a percentage of the amount earned, based upon the extent, if any to which the respective performance criteria are attained, proportionate to the named executive officer’s period of active service during the performance period.

Death

     If a named executive officer dies during a performance period, the named executive officer’s beneficiary will be paid an amount proportionate to the period of active service during the performance period, based upon the maximum amount, which the named executive officer could have earned under the At Risk Award.

Change in Control and Change in Ownership

     In the event of a Change in Ownership (which has the same definition as provided in the 1997 Award and Option Plan, discussed above) or a named executive officer’s employment terminates within three years following a Change in Control, unless the termination is due to death, disability entitling the named executive officer to benefits under the Company’s long-term disability plan, Cause, resignation by the named executive officer other than for Good Reason (which has the same definition as provided in the 1997 Award and Option Plan, discussed above), or retirement entitling the named executive officer to benefits under the Company’s retirement plan, the named executive officer will be entitled to a single lump sum cash payment equal to a prorated portion of the At Risk Award previously established for the performance period which has commenced but has not yet ended, and 100% of the At Risk Award previously earned by, but not yet paid, to the named executive officer during each performance period that has ended.

     “Change in Control” under the AARCIP has the same meaning as provided in the 1997 Award and Option Plan, discussed above, except with respect to an incumbent board. The AARCIP provides that a Change in Control occurs if individuals who constitute the Board on January 1, 2007 (the “Incumbent Board) cease to constitute at least a majority, provided that any person becoming a director subsequent to January 1, 2007 whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least three-quarters of the directors comprising the Incumbent Board will be considered as though he or she was a member of the Incumbent Board.

     “Cause” means the executive’s willful and continued failure to substantially perform his duties after written warnings specifically identifying his lack of substantial performance or his willful engaging in illegal conduct which is materially and demonstrably injurious to the Company or its subsidiaries.

Deferred Compensation Plan (“DCP”)

     The term Change in Control under the DCP has a similar definition as provided in the Performance Incentive Program, discussed above.

Termination For Any Reason Other Than Death or Retirement Prior to a Change in Control

     In the event of a termination for any reason, other than death or retirement, prior to a Change in Control, the named executive officer is entitled to receive any undistributed savings account balance and his retirement account balance in the form of a lump sum payment. However, the named executive officer will not be entitled to the accumulation account balance.

Termination After A Change in Control or Death

     If the named executive officer’s employment terminates for any reason, other than retirement, after a Change in Control or the named executive officer dies at any time during his employment with the Company, the named executive officer (or his beneficiary) will receive in the form of a lump sum payment any undistributed savings account balance, retirement account balance, and accumulation account balance.

Retirement

     In the case of retirement at any time, the named executive officer is entitled to a monthly payment (a 15-year annuity, unless the named executive officer elected to receive a 5- or 10-year annuity) based on his retirement account balance and accumulation account balance; provided that the named executive officer provides the Company at least 90 days notice of his retirement. However, if the named executive officer does not have a retirement account balance and his accumulation account balance is less than $5,000 at the date of retirement, that account will be paid in the form of a lump sum equal to the value of the account. If the named executive officer dies before the commencement of the retirement annuity, the entire DCP balance will be paid in full as a lump sum payment to the named executive officer’s beneficiary. If the named executive officer dies after commencement of the annuity, the annuity will continue to be paid to the named executive officer’s beneficiary for the remainder of its original term.

     Under the plan, for certain deferrals after May 1, 1994, Mr. Ackerman was eligible and elected to defer a portion of his salary to a retirement account that would entitle him to commence monthly payments beginning the first of the month coinciding with or following his 70^th birthday.

Employment Continuation and Noncompetition Agreement

     If there is a change in control, and the executive remains employed thereafter, the executive’s annual salary and employee benefits are preserved for at least three years at the levels then in effect for the named executive officers. The Agreement also provides the benefits described below.

Termination by the Company Without Cause Or Termination By the Executive For Good Reason

     Severance Benefit

     In the event of termination of a named executive officer within three years of a Change in Control without Cause or by the named executive officer for Good Reason, the named executive officer is entitled to a single lump sum cash payment equal to 1.99 times the sum of the named executive officer’s annual base salary and the average of the annual cash bonus for the previous two fiscal years.

The named executive officers are also entitled to any vested benefits under the employee benefit plans, including any compensation previously deferred and not yet paid and any amounts payable pursuant to any agreement with the named executive officer.

     If the named executive officer’s employment terminates at any time during the three year period ending on the first day of the month following the named executive officer’s sixty-fifth birthday, the multiplier will not be 1.99, but will be a number equal to 1.99 times (x/1095), where x equals the number of days remaining until the named executive officer’s sixty-fifth birthday. In addition, the extension of any welfare benefits will cease at age 65.

     “Cause” means the named executive’s gross misconduct, fraud or dishonesty, which has resulted or is likely to result in material economic damage to the Company or its subsidiaries as determined in good faith by a vote of at least two-thirds of the non-employee directors of Company at a meeting of the Board.

     “Change in Control” has a similar definition as provided in the Performance Incentive Program, discussed above. However, Mr. Cabell’s agreement also provides that a Change in Control will occur if the Company sells more than 50% ownership of Seneca Resources.

     “Good Reason” means there is a material diminution in the named executive’s responsibilities, base compensation or budget, or in the responsibilities of the person to whom the named executive is required to report. “Good Reason” also includes a requirement that the named executive relocate to an office outside the United States or more than 30 miles from the location at which the executive performed his services immediately prior to the Change in Control, or any other action or inaction that constitutes a material breach by the Company of the agreement. The Company has a period of 30 days to cure any acts which would otherwise give the executive the right to terminate his employment for Good Reason.

Continuation of Health and Welfare Benefits

     In addition to the severance payment, the named executive officer will be entitled to participate in the Company’s employee and executive health and welfare benefit plans, excluding any vacation benefits, for eighteen months following termination (or, in the case of Mr. Cabell, until the end of the second calendar year following termination for purposes of any non-health-related benefit) or until the named executive officer becomes eligible for comparable benefits at a subsequent employer.

Retirement

     Except for Mr. Cabell, if the named executive officer is at least fifty-two years old at the date of termination, the named executive officer will be deemed to have earned and be vested in the retirement benefits that are payable to the named executive officer under the Company retirement plans.

     Mr. Cabell will be entitled to a single lump sum payment equal to the present value of his unvested accrued benefits under the Company’s retirement plans, which he participated in immediately before the Change in Control.

Termination for Cause or the Executive Voluntarily Terminates

     If the named executive officer’s employment is terminated for Cause, death, disability, or the named executive officer voluntarily terminates his employment other than for Good Reason, the named executive officer will not be entitled to the severance benefit discussed above. The named executive officer (or his beneficiary) will be entitled to any vested benefits under the employee benefit plans, including any compensation previously deferred and not yet paid and any amounts payable pursuant to any agreement between the named executive officer and the Company. The named executive officer will also be entitled to any other benefits provided in the Company’s plans for death or disability.

Noncompetition

     Unless the named executive officer has elected not to be bound by the noncompete provisions of the Agreement, the Company will make a lump sum payment of one times the sum of the named executive officer’s annual base salary and the average of the annual cash bonus for the previous two fiscal years. The noncompete payment will not be paid to the named executive officer if his employment is terminated by reason of death or disability.

     In order for the named executive officer to be entitled to the noncompete payment, the named executive officer may not directly or indirectly engage in, become employed by, serve as an agent or consultant to, or become a partner, principal or stockholder (other than a holder of less than 1% of the outstanding voting shares of any publicly held company) of any business or entity that is engaged in any activity which is competitive with the business of the Company or its subsidiaries or affiliates in any geographic area in which the Company or its subsidiaries are engaged in competitive business.

Split Dollar Arrangement and Death Benefit Agreement for Philip C. Ackerman

     The Company has maintained a split dollar life insurance arrangement with Mr. Ackerman since 1991, as amended from time to time. The split dollar arrangement formerly required that i.) the Company would pay, until his retirement date, the premiums on two life insurance policies owned by Mr. Ackerman (ownership later transferred to a life insurance trust established by Mr. Ackerman), ii.) the Company would be repaid its premiums upon the earlier of his 70th birthday or death, and iii.) if he died before age 70 his beneficiaries would receive a death benefit from the policies of no more than twice the sum of his most recent annual salary and lump sum compensation, with any additional death benefit payable to the Company. In light of Sarbanes-Oxley’s prohibition on loans to executive officers, the Company stopped paying premiums on those policies in 2002. All subsequent premiums on those policies have instead been paid from the policies owned by Mr. Ackerman’s trust. In fiscal 2006, the trust transferred to the Company one of its insurance policies as a partial early repayment to the Company of the insurance premiums previously paid by the Company, which left one existing insurance policy covered by the split dollar arrangement. To place Mr. Ackerman in approximately the position he would have been in had the Company not been prohibited under Sarbanes-Oxley from performing its obligations under the split dollar arrangement, in fiscal 2006 the Company and Mr. Ackerman agreed that i.) if Mr. Ackerman dies before his 70th birthday, the Company will pay his beneficiaries a death benefit equal to the sum of 24 times his base monthly salary in the month prior to his death or retirement plus two times the most recent award, if any, paid to him under the Company’s lump sum payment programs other than the Performance Incentive Program, reduced by the amount received by his trust from the remaining insurance policy pursuant to the split dollar arrangement, or ii.) if Mr. Ackerman is living on his 70th birthday, the Company’s agreement to pay a death benefit will terminate, and the Company will make a cash payment to Mr. Ackerman in the amount of $968,905. This cash amount represents the amount that, at that time, was projected as the difference between the cash surrender value that would have been available to Mr. Ackerman at age 70 under the original arrangement (net of the premiums that would have been repayable to the Company) over the projected net cash surrender value available to Mr. Ackerman’s trust on his 70th birthday under the remaining insurance policy.

Retirement Benefit Agreement for David F. Smith

     The Retirement Benefit Agreement for David F. Smith provides Mr. Smith with certain retirement benefits in the event the Company terminates Mr. Smith without Cause, or Mr. Smith terminates employment with Good Reason, prior to March 1, 2011 (the first day of the month after which Mr. Smith reaches 57 ¹/2 years of age). “Cause” means the failure by Mr. Smith to substantially perform duties or the engaging in illegal conduct, gross misconduct, fraud or dishonesty, which injures the Company in a material way. “Good Reason” means a significant reduction in the nature and scope of duties and direct reporting responsibilities, a significant reduction in total potential compensation, or a requirement to relocate more than 100 miles away from the Company’s headquarters.

     The payment that Mr. Smith would receive under the Retirement Benefit Agreement would be calculated to ensure that Mr. Smith receives benefits equivalent to what he would have received under the terms of the Executive Retirement Plan and the qualified Retirement Plan if he had attained age 57 ¹/2 at the time of his termination of employment. The Retirement Benefit Agreement will terminate on March 1, 2011 if benefits have not become payable under the agreement. In addition, the agreement will terminate before March 1, 2011 if Mr. Smith is terminated for any reason other than a termination by the Company without cause or by Mr. Smith with Good Reason.

Potential Payments Upon Termination or Change-in-Control Table

     Due to the number of factors that affect the nature and amount of any benefit provided upon the events discussed above, any actual amounts paid or distributed may be different from the amounts contained in the table. Factors that could affect these amounts include the timing during the year of any such event, the market value of the Common Stock and the named executive officer’s age. For Column (2), “Retirement,” will be “N/A” if the named executive officer was not eligible to retire on September 30, 2008. In that case, the Company would have accrued benefits payable to the named executive officer, which are accrued amounts in the other columns for the different types of terminations. Mr. Ackerman retired from the Company effective June 1, 2008. Therefore, the table for Mr. Ackerman below sets forth information with respect to retirement only.

     The payments that would have been due upon a “termination for cause” on September 30, 2008 other than in connection with a change-in-control are not shown in a separate column in the following table. The payments that would have been due in that case are the Deferred Compensation Plan balances of $169,519 for Mr. Smith, $0 for Mr. Tanski, $0 for Mr. Cabell, $256,482 for Mrs. Cellino and $97,256 for Mr. Pustulka and the accrued 401(k) Tophat Plan benefit for the period January 1, 2008 to September 30, 2008 of $84,575 for Mr. Ackerman, $85,963 for Mr. Smith, $56,869 for Mr. Tanski, $4,900 for Mr. Cabell, $17,798 for Mrs. Cellino and $11,228 for Mr. Pustulka. All of the unvested and vested stock options and restricted stock awards would have been forfeited on the date of termination for cause other than in connection with a change-in-control.

     The payments that would have been due upon an “involuntary termination” other than for cause and other than in connection with a change in control are the same as the payments under Column (1) for “Voluntary Termination,” with the following exceptions: i.) the “Bonus-At-Risk Award” could have been paid if termination was for an approved reason, such as a reduction in force, ii.) the unvested

stock options would have vested if not already reflected as vested under Column (1), iii.) Mr. Smith would have received a benefit of $1,231,072 under the Retirement Benefit Agreement, and iv.) for Mr. Cabell, the unvested Restricted Stock would have vested upon termination.

																		Potential Payments Upon Termination
																		Following a Change in Control or Change in
																		Board
																		Company
																		Terminates
																		without Cause
																		and/or								Executive
		Potential Payments Upon Termination Other																Executive								Terminates
Executive Benefits		than in Connection with a Change in Control																Terminates				Company				Voluntarily Other
and Payments		Voluntary																for Good				Terminates				than for Good
Upon Termination		Termination				Retirement				Death				Disability				Reason				for Cause				Reason
for:		$(1)				$(2)				$(3)				$(4)				$(5)				$(6)				$(7)
Mr. Philip Ackerman
Bonus — At Risk Award(b)			N/A				1,146,667				N/A				N/A				N/A				N/A				N/A
Performance Incentive Program(c)			N/A				2,802,212				N/A				N/A				N/A				N/A				N/A
Deferred Compensation Plan(h)			N/A				1,622,643				N/A				N/A				N/A				N/A				N/A
Executive Retirement Plan(i)			N/A				3,560,248				N/A				N/A				N/A				N/A				N/A
401k Tophat(k)			N/A				84,575				N/A				N/A				N/A				N/A				N/A
Death Benefit(n)			N/A				(n	)			N/A				N/A				N/A				N/A				N/A
Welfare Plan Benefits and Fringe Benefits(o)			N/A				11,053				N/A				N/A				N/A				N/A				N/A
Total for Mr. Ackerman			N/A				9,227,398				N/A				N/A				N/A				N/A				N/A
Mr. David Smith
Cash Severance(a)			N/A				N/A				N/A				N/A				2,773,283				0				0
Bonus — At Risk Award(b)			0				1,125,625				1,125,625				1,125,625				1,125,625				0				0
Performance Incentive Program(c)			1,377,227				1,377,227				1,377,227				1,377,227				1,377,227				0				1,377,227
Non-Compete(d)			0				0				0				0				1,393,610				1,393,610				1,393,610
Vested and Outstanding exercisable Options(g)			N/A				N/A				N/A				N/A				3,306,150				0				N/A
Deferred Compensation Plan(h)			169,519				196,979				169,519				196,979				169,519				169,519				169,519
Executive Retirement Plan(i)			761,401				761,401				202,391				761,401				761,401				0				761,401
Retirement Agreement(j)			0				0				0				0				84,563				0				0
401k Tophat(k)			85,963				85,963				85,963				85,963				85,963				85,963				85,963
Post-retirement/Post- termination Health Care(m)			N/A				N/A				N/A				N/A				26,302				N/A				N/A
Welfare Plan Benefits and Fringe Benefits(o)			0				7,731				0				7,731				11,597				0				0
Total for Mr. Smith			2,394,110				3,354,626				2,960,725				3,554,926				11,115,240				1,649,092				3,787,720
Mr. Ronald Tanski
Cash Severance(a)			N/A				N/A				N/A				N/A				2,250,917				0				0
Bonus — At Risk Award(b)			0				730,313				730,313				730,313				730,313				0				0
Performance Incentive Program(c)			953,785				953,785				953,785				953,785				953,785				0				953,785
Non-Compete(d)			0				0				0				0				1,131,114				1,131,114				1,131,114
Vested and Outstanding exercisable Options(g)			N/A				N/A				N/A				N/A				2,922,888				N/A				N/A
Executive Retirement Plan(i)			512,138				512,138				126,093				512,138				512,138				0				512,138
401k Tophat(k)			56,869				56,869				56,869				56,869				56,869				56,869				56,869
Post-retirement/Post- termination Health Care(m)			N/A				N/A				N/A				N/A				26,302				N/A				N/A
Welfare Plan Benefits and Fringe Benefits(o)			0				1,720				0				1,720				17,580				0				0
Total for Mr. Tanski			1,522,792				2,254,825				1,867,060				2,254,825				8,601,906				1,187,983				2,653,906
Mr. Matthew Cabell
Cash Severance(a)			N/A				N/A				N/A				N/A				1,495,296				0				0
Bonus — At Risk Award (b)			N/A				N/A				337,472				337,472				337,472				0				0
Performance Incentive Program(c)			431,772				N/A				431,772				431,772				431,772				0				431,772
Non-Compete(d)			0				N/A				0				0				751,045				751,045				751,045
Unvested Restricted Stock(e)			0				N/A				1,636,600				1,636,600				1,636,600				0				0
Unvested Stock Options(f)			0				N/A				141,500				141,500				141,500				0				0
401k Tophat(k)			4,900				N/A				4,900				4,900				4,900				4,900				4,900
RSA Tophat(l)			3,267				N/A				3,267				3,267				3,267				3,267				3,267
Post-retirement/Post- termination Health Care(m)			N/A				N/A				N/A				N/A				21,774				N/A				N/A
Total for Mr. Cabell			439,939				N/A				2,555,511				2,555,511				4,801,852				759,212				1,190,984
Ms. Anna Marie Cellino
Cash Severance(a)			N/A				N/A				N/A				N/A				956,195				0				0
Short Term Incentive bonus(b)			0				250,000				250,000				250,000				250,000				0				0
Performance Incentive Program(c)			308,210				308,210				308,210				308,210				308,210				0				308,210
Non-Compete(d)			0				N/A				0				0				480,500				480,500				480,500
Vested and Outstanding exercisable Options(g)			N/A				N/A				N/A				N/A				1,966,531				N/A				N/A
Deferred Compensation Plan(h)			256,482				273,799				256,482				273,799				256,482				256,482				256,482
Executive Retirement Plan(i)			162,090				162,090				51,628				162,090				162,090				0				162,090
401k Tophat(k)			17,798				17,798				17,798				17,798				17,798				17,798				17,798
Post-retirement/Post- termination Health Care(m)			N/A				N/A				N/A				N/A				26,302				N/A				N/A
Welfare Plan Benefits and Fringe Benefits(o)			0				N/A				0				N/A				15,000				0				0
Total for Mrs. Cellino			744,580				1,011,897				884,118				994,099				4,939,108				754,780				1,225,080
Mr. John Pustulka
Cash Severance(a)			N/A				N/A				N/A				N/A				847,243				0				0
Short Term Incentive bonus(b)			0				140,500				140,500				140,500				140,500				0				0
Performance Incentive Program(c)			308,210				308,210				308,210				308,210				308,210				0				308,210
Non-Compete(d)			0				N/A				0				0				425,750				425,750				425,750
Vested and Outstanding exercisable Options(g)			N/A				N/A				N/A				N/A				604,696				N/A				N/A
Deferred Compensation Plan(h)			97,256				101,706				97,256				101,706				97,256				97,256				97,256