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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 14A
 
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
 
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o   Soliciting Material Pursuant to 240.14a-12
 
NATIONAL FUEL GAS COMPANY

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
 
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NATIONAL FUEL GAS COMPANY
 
Notice of Annual Meeting
 
and
 
Proxy Statement
 
Annual Meeting of Stockholders
 
to be held on
 
March 12, 2009

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NATIONAL FUEL GAS COMPANY
6363 MAIN STREET
WILLIAMSVILLE, NEW YORK 14221
 
January 30, 2009
 
Dear Stockholders of National Fuel Gas Company:
 
We are pleased to invite you to join us at the Annual Meeting of Stockholders of National Fuel Gas Company. The meeting will be held at 10:00 a.m. local time on March 12, 2009, at The Grand American Hotel, Salt Lake City, Utah. The matters on the agenda for the meeting are outlined in the enclosed Notice of Meeting and Proxy Statement.
 
So that you may elect Company directors and secure the representation of your interests at the Annual Meeting, we urge you to vote your shares. The preferred methods of voting are either by telephone or by Internet as described on the proxy card. These methods are both convenient for you and reduce the expense of soliciting proxies for the Company. If you prefer not to vote by telephone or the Internet, please complete, sign and date your proxy card and mail it in the envelope provided. The Proxies are committed by law to vote your proxy as you designate.
 
If you plan to be present at the Annual Meeting, you may so indicate when you vote by telephone or the Internet, or you can check the “WILL ATTEND MEETING” box on the proxy card. Even if you plan to be present, we encourage you to promptly vote your shares either by telephone or the Internet, or to complete, sign, date and return your proxy card in advance of the meeting. If you later wish to vote in person at the Annual Meeting, you can revoke your proxy by giving written notice to the Secretary of the Annual Meeting and/or the Trustee (as described on the first page of this proxy statement), and/or by casting your ballot at the Annual Meeting.
 
Coffee will be served at 9:30 a.m. and I look forward to meeting with you at that time.
 
Please review the proxy statement and take advantage of your right to vote.
 
Sincerely yours,
 
Philip C. Ackerman
Chairman of the Board of Directors

TABLE OF CONTENTS

									
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS to be held on March 12, 2009	
PROXY STATEMENT GENERAL INFORMATION	
PROPOSAL 1. ELECTION OF DIRECTORS	
DIRECTOR COMPENSATION TABLE -- FISCAL 2008	
AUDIT FEES	
AUDIT COMMITTEE REPORT	
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	
EQUITY COMPENSATION PLAN INFORMATION As of September 30, 2008	
EXECUTIVE COMPENSATION	
PROPOSAL 2. APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	
PROPOSAL 3. APPROVAL OF THE 2009 NON-EMPLOYEE DIRECTOR EQUITY COMPENSATION PLAN	
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE	
CODE OF ETHICS	
IMPORTANT NOTICE REGARDING DELIVERY OF STOCKHOLDER DOCUMENTS	
PROPOSALS OF SECURITY HOLDERS	
OTHER BUSINESS	
WHERE YOU CAN FIND ADDITIONAL INFORMATION	
APPENDIX A TO PROXY STATEMENT	
APPENDIX B TO PROXY STATEMENT	
APPENDIX C TO PROXY STATEMENT	
APPENDIX D TO PROXY STATEMENT	

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NATIONAL FUEL GAS COMPANY
6363 MAIN STREET
WILLIAMSVILLE, NEW YORK 14221

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
to be held on March 12, 2009
 
To the Stockholders of National Fuel Gas Company:
 
Notice is hereby given that the Annual Meeting of Stockholders of National Fuel Gas Company will be held at 10:00 a.m. local time on March 12, 2009 at The Grand American Hotel, Salt Lake City, Utah. The doors to the meeting will open at 9:30 a.m. local time. At the meeting, action will be taken with respect to:
 
(1) the election of three directors to three-year terms as provided in the attached proxy statement;
 
(2) the appointment of an independent registered public accounting firm;
 
(3) the approval of the 2009 Non-Employee Director Equity Compensation Plan ;
 
and such other business as may properly come before the meeting or any adjournment or postponement thereof.
 
Stockholders of record at the close of business on January 15, 2009, will be entitled to vote at the meeting.
 
By Order of the Board of Directors
 
Paula M. Ciprich
Secretary
 
January 30, 2009
 
Important Notice Regarding The Availability Of Proxy Materials For The Stockholder
Meeting To Be Held On March 12, 2009

The proxy statement and annual report to security holders are available at proxy.nationalfuelgas.com.

YOUR VOTE IS IMPORTANT

Whether or not you plan to attend the meeting, and whatever the number of shares you own, please vote your shares either by telephone or the Internet as described in the proxy/voting instruction card and reduce National Fuel Gas Company’s expense in soliciting proxies.
Alternatively, you may complete, sign, date and promptly return the enclosed proxy/voting instruction card. Please use the accompanying envelope, which requires no postage if mailed in the United States.

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NATIONAL FUEL GAS COMPANY
6363 MAIN STREET
WILLIAMSVILLE, NEW YORK 14221
 
PROXY STATEMENT
 
GENERAL INFORMATION
 
This proxy statement is furnished to the holders of National Fuel Gas Company (the “Company”) common stock (the “Common Stock”), in connection with the solicitation of proxies on behalf of the Board of Directors of the Company (the “Board of Directors” or the “Board”) for use at the Annual Meeting of Stockholders (the “Annual Meeting”) to be held on March 12, 2009, or any adjournment or postponement thereof. This proxy statement and the accompanying proxy/voting instruction card are first being mailed to stockholders on or about January 30, 2009.
 
All costs of soliciting proxies will be borne by the Company. The Altman Group, Inc., 1200 Wall Street West, 3 rd Floor, Lyndhurst, NJ 07071, has been retained to assist in the solicitation of proxies by mail, telephone, and electronic communication and will be compensated in the estimated amount of $10,000 plus reasonable out-of-pocket expenses. Approximately ten (10) employees from The Altman Group, Inc. will assist in the solicitation of proxies.
 
Only stockholders of record at the close of business on January 15, 2009, will be eligible to vote at the Annual Meeting or any adjournment or postponement thereof. As of that date, 79,514,816 shares of Common Stock were issued and outstanding. The holders of 39,757,409 shares will constitute a quorum at the meeting.
 
Each share of Common Stock entitles the holder thereof to one vote with respect to each matter that is subject to a vote at the Annual Meeting. All shares that are represented by effective proxies received by the Company in time to be voted shall be voted at the Annual Meeting or any adjournment or postponement thereof. Where stockholders direct how their votes shall be cast, shares will be voted in accordance with such directions. Proxies submitted with abstentions and broker non-votes will be included in determining whether or not a quorum is present. Abstentions and broker non-votes will not be counted in tabulating the number of votes cast on proposals submitted to stockholders and therefore will have no effect on the outcome of the votes. If you hold your shares in a broker or other street name account, your broker will not vote your shares for Proposal 3 without your instruction, which is called a broker non-vote.
 
The proxy also confers discretionary authority to vote on all matters that may properly come before the Annual Meeting, or any adjournment or postponement thereof, respecting (i) matters of which the Company did not have timely notice but that may be presented at the meeting; (ii) approval of the minutes of the prior meeting; (iii) the election of any person as a director if a nominee is unable to serve or for good cause will not serve; (iv) any stockholder proposal omitted from this proxy statement pursuant to Rule 14a-8 or 14a-9 of the Securities and Exchange Commission’s (the “SEC”) proxy rules, and (v) all matters incident to the conduct of the meeting.
 
Revoking a Proxy
 
Any stockholder giving a proxy may revoke it at any time prior to the voting thereof by mailing a revocation or a subsequent proxy to Paula M. Ciprich at the above address, by filing written revocation at the meeting with Ms. Ciprich, secretary of the meeting, or by casting a ballot at the meeting. If you are an employee stockholder or retired employee stockholder, you may revoke voting instructions given to the Trustee by following the instructions under “Employee and Retiree Stockholders” in this proxy statement.
 
Employee and Retiree Stockholders
 
If you are a participant in at least one of the Company’s Employee Stock Ownership Plans or Tax-Deferred Savings Plans, the proxy card will also serve as a voting instruction form to instruct the Trustee as to how to vote your shares. All shares of Common Stock for which the Trustee has not received timely directions shall be voted by the Trustee in the same proportion as the shares of Common Stock for which the Trustee received timely directions, except in the case where to do so would be inconsistent with the provisions of Title I of ERISA. If the voting instruction form is returned signed but without directions marked for one or more items, regarding the unmarked items you are instructing the Trustee and the Proxies to vote FOR Proposals 1, 2 and 3. Participants in the Plan(s) may also provide those voting instructions by telephone or the Internet. Those instructions may be revoked by written notice to Vanguard

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Fiduciary Trust Company, Trustee for the Company’s Tax-Deferred Savings Plans and the Employee Stock Ownership Plan, on or before March 9, 2009 at the following address:
 
National Fuel Gas Company
c/o BNY Mellon Shareowner Services
Proxy Tabulation
480 Washington Blvd.
Jersey City, NJ 07310
 
Multiple Copies of Proxy Statement
 
The Company has adopted a procedure approved by the SEC called “householding.” Under this procedure, stockholders of record who have the same address and last name can choose to receive only one copy of the proxy statement and the Company’s annual report. If you would like to receive just one set of these materials, follow the telephone prompts while you vote, or check the box at the bottom of the proxy card and return the card in the pre-addressed postage-paid envelope. This procedure will reduce our printing costs and postage fees.
 
Stockholders who participate in householding will continue to receive separate proxy cards. Householding will not affect your dividend check mailings.
 
For additional information on householding, please see “IMPORTANT NOTICE REGARDING DELIVERY OF STOCKHOLDER DOCUMENTS” in this proxy statement.
 
Other Matters
 
The Board of Directors does not know of any other matter that will be presented for consideration at the Annual Meeting. If any other matter does properly come before the Annual Meeting, the Proxies will vote in their discretion on such matter.
 
Annual Report
 
Mailed herewith is a copy of the Company’s Annual Report for the fiscal year ended September 30, 2008, which includes financial statements. The Company will furnish any exhibit to the Form 10-K upon request to the Secretary at the Company’s principal office, and upon payment of $5 per exhibit.

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PROPOSAL 1. ELECTION OF DIRECTORS
 
Three directors are to be elected at this Annual Meeting. The nominees for the three directorships are: R. Don Cash, Stephen E. Ewing and George L. Mazanec. Messrs. Cash, Ewing and Mazanec are currently directors of the Company.
 
The Company’s Certificate of Incorporation provides that the Board of Directors shall be divided into three classes, and that these three classes shall be as nearly equal in number as possible. (A class of directors is the group of directors whose terms expire at the same annual meeting of stockholders.) Accordingly, Messrs. Cash, Ewing and Mazanec have been nominated for terms of three years.
 
It is intended that the Proxies will vote for the election of Messrs. Cash, Ewing and Mazanec as directors, unless they are otherwise directed by the stockholders. Although the Board of Directors has no reason to believe that any of the nominees will be unavailable for election or service, stockholders’ proxies confer discretionary authority upon the Proxies to vote for the election of another nominee for director in the event any nominee is unable to serve or for good cause will not serve. Messrs. Cash, Ewing, and Mazanec have consented to being named in this proxy statement and to serve if elected.
 
The affirmative vote of a plurality of the votes cast by the holders of shares of Common Stock entitled to vote is required to elect each of the nominees for director.
 
Refer to the following pages for information concerning the three nominees for director, as well as concerning the seven incumbent directors of the Company whose current terms will continue after the 2009 Annual Meeting, including information with respect to their principal occupations and certain other positions held by them.
 
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR
 THE ELECTION OF EACH OF THE NOMINEES NAMED BELOW.
 
Last year all directors attended the Annual Meeting of Stockholders, and they are expected to do so this year. A meeting of the Board of Directors will take place on the same day and at the same place as the Annual Meeting of Stockholders this year (and probably future years), and directors are expected to attend all meetings. If a director is unable to attend a Board meeting in person, participation by telephone is permitted and in that event the director may not be physically present at the Annual Meeting of Stockholders.

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The Board of Directors Recommends a Vote FOR the Election of
Messrs. Cash, Ewing and Mazanec

 	 	 	 	 	 	 	
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.	

 
			
(1)		As of March 12, 2009	

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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.	

 
			
(1)		As of March 12, 2009	
 		
(2)		Wholly-owned subsidiary of the Company.	

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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.	

 
			
(1)		As of March 12, 2009.	
 
Director Independence
 
The Board of Directors has determined that directors Brady, Cash, Ewing, Kidder, Matthews, Mazanec, Reiten, Salerno and Riordan, during the time he served as director, are (or were in the case of Mr. Riordan who passed away during the year after a short illness) independent, and that Mr. Ackerman, Chairman of the Board of the Company, and Mr. Smith, Chief Executive Officer and President of the Company, are not due to their employment relationship, which for Mr. Ackerman ceased June 1, 2008. The Board’s determinations of director independence were made in accordance with the listing standards of the New York Stock Exchange (NYSE) and the Director Independence Guidelines adopted by the Board and included in this proxy statement as Appendix A. Generally, Appendix A provides that, in order for a director to be considered independent, the Board must affirmatively determine that the director has no direct or indirect material relationship with the Company or any subsidiary, after consideration of all relevant facts and circumstances not merely from the standpoint of the director, but also from that of persons or entities with which the director has an affiliation. Specifically, Appendix A sets out seven specific circumstances in which a director will not be considered independent, and three categorical types of commercial or charitable relationships that will not be considered material relationships for purposes of determining whether a director is independent. Appendix A also sets out four types of independence-related disclosures that the Company will continue to make.

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Non-management directors meet at regularly scheduled executive sessions without management. The sessions are chaired by Robert T. Brady. The Board of Directors provides a process for stockholders and other interested parties to send communications to the Board or to certain directors. Communications to Mr. Brady, to the non-management directors as a group, or to the entire Board should be addressed as follows: Robert T. Brady, Moog, Inc., P.O. Box 18, East Aurora, New York 14052. For the present, all stockholder and interested parties’ communications addressed in such manner will go directly to the indicated directors. If the volume of communication becomes such that the Board adopts a process for determining which communications will be relayed to Board members, that process will appear on the Company’s website at www.nationalfuelgas.com.
 
Meetings of the Board of Directors and Standing Committees
 
During the Company’s fiscal year ended September 30, 2008 (“fiscal 2008”), there were eight meetings of the Board of Directors. In addition, certain directors attended meetings of standing or pro tempore committees. The Audit Committee held nine meetings, the Compensation Committee held six meetings, the Executive Committee held two meetings, and the Nominating/Corporate Governance Committee held five meetings. During fiscal 2008, all incumbent directors except for Mr. Salerno attended at least 75% of the aggregate of meetings of the Board and of the committees of the Board on which they served. Mr. Salerno attended approximately 56% of the meetings of the Board and the committees upon which he serves.
 
The table below shows the number of meetings conducted in fiscal 2008 and the directors who currently serve (or did serve) on these committees.

 	 	BOARD COMMITTEES	
 	 	 	 	Nominating/	 	 	 	 	
DIRECTOR	 	Audit	 	Corporate Governance	 	Compensation	 	Executive	
 		
Philip C. Ackerman	 	 	 	 	 	 	 	X (Chair)	
Robert T. Brady	 	 	 	X (Chair)	 	X	 	X	
R. Don Cash	 	X	 	X	 	X	 	 	
Stephen E. Ewing	 	X	 	 	 	X	 	 	
Rolland E. Kidder	 	X	 	X	 	 	 	 	
Craig G. Matthews	 	X (Chair)	 	 	 	 	 	 	
George L. Mazanec	 	X	 	 	 	X (Chair)	 	X	
Richard G. Reiten	 	 	 	X	 	X	 	 	
Frederick V. Salerno	 	 	 	X	 	X	 	 	
David F. Smith	 	 	 	 	 	 	 	X	
 	 	 	 	 	 	 	 	 	
Number of Meetings in Fiscal 2008	 	9	 	5	 	6	 	2	

Audit
 
The Audit Committee is a separately designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Securities Exchange Act”). The Audit Committee held nine meetings during fiscal 2008 in order to review the scope and results of the annual audit, to receive reports of the Company’s independent registered public accounting firm and chief internal auditor, and to prepare a report of the committee’s findings and recommendations to the Board of Directors. The members of the committee are independent as independence for audit committee members is defined in the NYSE’s listing standards applicable to the Company, in SEC regulations, and in the Company’s Director Independence Guidelines. No Audit Committee member simultaneously serves on the audit committees of more than three public companies. The Board limits the audit committees on which an Audit Committee member can serve to three, unless the Board has determined that such simultaneous service would not impair the ability of such members to serve effectively. 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.
 
In connection with its review of the Company’s internal audit function, the Audit Committee in 2006 had a Quality Assessment performed by a consulting firm that concluded that the Company’s Audit Services Department conducts its audits in accordance with the Institute of Internal Auditors International Standards for the Professional Practice of Internal Auditing (the “Standards”). Under the Standards, external Quality Assessments should be conducted at least once every five years.
 
Further information relating to the Audit Committee appears in this proxy statement under the headings “Audit Fees” and “Audit Committee Report.” A current copy of the charter is available to security

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holders on the Company’s website at www.nationalfuelgas.com, and in print to stockholders who request a copy from the Company’s Secretary at its principal office.
 
Compensation
 
As described in the Compensation Discussion and Analysis in this proxy statement, the Compensation Committee held six meetings during fiscal 2008, in order to review and determine the compensation of Company executive officers, to review reports and to grant awards under the 1997 Award and Option Plan, the Performance Incentive Program, the At Risk Program and, effective for fiscal 2009, the Executive Annual Cash Incentive Program. The members of the committee are independent as independence is defined in the NYSE listing standards applicable to the Company, in SEC regulations, and in the Company’s Director Independence Guidelines. The committee also administers the Company’s 1993 Award and Option Plan, 1997 Award and Option Plan, Annual At Risk Compensation Incentive Program, and the National Fuel Gas Company Performance Incentive Program. A current copy of the charter of the committee is available to security holders on the Company’s website at www.nationalfuelgas.com and is available in print to stockholders who request a copy from the Company’s Secretary at its principal office.
 
The Compensation Committee is responsible for various aspects of executive compensation, including approval of the base salaries and bonuses of the Company’s executive officers. The committee is authorized to evaluate director compensation and make recommendations to the full Board regarding director compensation. The committee may form subcommittees and delegate to those subcommittees such authority as the committee deems appropriate, other than authority required to be exercised by the committee as a whole. As described more fully in the Compensation Discussion and Analysis, the Company retains The Hay Group, and Hewitt Consulting, (“Hewitt”) both independent compensation consulting firms, to assist in approving executive compensation. In addition, as set forth in the Compensation Committee’s charter, the Chief Executive Officer may and does make, and the committee may and does consider, recommendations regarding the Company’s compensation and employee benefit plans and practices. The committee then approves executive compensation as it deems appropriate.
 
Executive
 
There were two meeting(s) of the Executive Committee during fiscal 2008. The committee has and may exercise the authority of the full Board, except as may be prohibited by New Jersey corporate law (N.J.S.A.§ 14A:6-9).
 
Nominating/Corporate Governance
 
All the members of the Nominating/Corporate Governance Committee are independent, as independence for nominating committee members is defined in the NYSE listing standards applicable to the Company, in SEC regulations, and in the Company’s Director Independence Guidelines. The committee makes recommendations to the full Board on nominees for the position of director. The committee also has duties regarding corporate governance matters as required by law, regulation or NYSE rules. Stockholders may recommend individuals to the committee to consider as potential nominees. Procedures by which stockholders may make such recommendations are set forth in Exhibit B to the Company’s Corporate Governance Guidelines, described in the following paragraph.
 
The committee’s charter provides for the committee to develop and recommend to the Board criteria for selecting new director nominees and evaluating unsolicited nominations, which criteria are included in this proxy statement as part of the Company’s Corporate Governance Guidelines (included in this proxy statement as Appendix B, available to security holders on the Company’s website at www.nationalfuelgas.com, and available in print to stockholders who request a copy from the Company’s Secretary at its principal office). A current copy of the charter of the committee is available to security holders on the Company’s website at www.nationalfuelgas.com and in print to stockholders who request a copy from the Company’s Secretary at its principal office. Appendix B also addresses the qualifications and skills the committee believes are necessary in a director, and the committee’s consideration of stockholder recommendations for director. Stockholder recommendations identifying a proposed nominee and setting out his or her qualifications should be delivered to the Company’s Secretary at its principal office no later than October 2, 2009 in order to be eligible for consideration at the 2010 Annual Meeting of Stockholders.
 
Charitable Contributions by Company
 
Within the preceding three years, the Company did not make any charitable contributions to any charitable organization in which a director served as executive officer which exceeded the greater of $1 million or 2% of the charitable organization’s consolidated gross revenues.

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Compensation Committee Interlocks and Insider Participation
 
There are no “Compensation Committee interlocks” or “insider participation” which SEC regulations or NYSE listing standards require to be disclosed in this proxy statement.
 
Code of Business Conduct and Ethics
 
The Company’s Code of Business Conduct and Ethics is available on the Company’s website at www.nationalfuelgas.com and in print to stockholders who request it from the Company’s Secretary at its principal office.
 
Related Person Transactions
 
The Company had no related person transactions in fiscal 2008. The Company’s Code of Business Conduct and Ethics (which is in writing and available to stockholders as described above) identifies the avoidance of any actual or perceived conflicts between personal interests and Company interests as an essential part of the responsibility of the Company’s directors, officers and employees. The Code provides that a conflict of interest may arise when a director, officer or employee receives improper personal benefits as a result of his or her position in the Company, or when personal situations tend to influence or compromise a director’s, officer’s or employee’s ability to render impartial business decisions in the best interest of the Company. Potential conflicts of interest under the Code would include but not be limited to related person transactions. The Audit Committee administers the Code as it relates to the Company’s directors and executive officers.
 
Directors’ Compensation
 
The Retainer Policy for Non-Employee Directors (the “Retainer Policy”), which replaced both the Board’s preexisting retainer policy and the Retirement Plan for Non-Employee Directors (the “Directors’ Retirement Plan”), was approved at the 1997 Annual Meeting of Stockholders. Directors who are not Company employees or retired employees do not participate in any of the Company’s employee benefit or compensation plans. Directors who are current employees receive no compensation for serving as directors. Only non-employee directors are covered by the Retainer Policy, under which directors are paid in money plus an amount of common stock adjusted from time to time.
 
In fiscal 2008, pursuant to the Retainer Policy, non-employee directors, with the exception of Mr. Ackerman, were each paid an annual retainer of $32,000 and 1,200 shares of Common Stock, payable in quarterly increments. Common Stock issued to non-employee directors under the Retainer Policy is nontransferable until the later of two years from issuance or six months after the recipient’s cessation of service as a director of the Company.
 
Non-employee directors were each paid a fee of $2,000 for each Board meeting and $2,000 for each Committee meeting attended in person or by telephone. Non-employee directors were each paid an additional annual retainer fee of $7,500 if appointed as Chairman of any committee; accordingly, Messrs. Brady, Matthews and Mazanec each received an additional annual retainer fee of $7,500 during fiscal 2008.
 
Benefit accruals under the Directors’ Retirement Plan ceased for each current non-employee director on December 31, 1996. Mr. Brady is the only current director eligible for benefits under the Directors’ Retirement Plan benefits, and will receive his accrued Directors’ Retirement Plan benefits of $1,800 per year for up to ten years. People who first become directors after February 1997 are not eligible to receive benefits under the Directors’ Retirement Plan. The Directors’ Retirement Plan pays an annual retirement benefit equal to 10% of the annual retainer in effect on December 31, 1996 ($18,000 per year), multiplied by the number of full years of service prior to January 1, 1997, but not to exceed 100% of that annual retainer. The retirement benefit would begin upon the later of the date of the director’s retirement from the board or the date the director turns age 70, and would continue until the earlier of the expiration of ten years or the death of the director.
 
The Company would like to continue paying its non-employee directors partially with Company stock after the shares available under the Retainer Policy have been exhausted. Accordingly, the Company is seeking stockholder approval of the 2009 Non-Employee Director Equity Compensation Plan, described in this proxy statement as Proposal Number 3, beginning at page 49.
 
In addition, in place of the above-described director compensation, Philip C. Ackerman, the Chairman of the Board of Directors, received director compensation under a Director Services Agreement (“Agreement”). Generally, the Agreement provides that, effective as of June 1, 2008, after Mr. Ackerman’s retirement from the Company, he will perform the duties and responsibilities of Chairman of the Board of Directors as established under the Company’s By-Laws and Corporate Governance Guidelines, and consult with the Chief Executive Officer on matters pertaining to the administration and operation of the Company that Mr. Ackerman or the

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Chief Executive Officer deems appropriate. In no event will Mr. Ackerman provide, or be required to provide, services during the term of the Agreement for more than the equivalent of fifty full time days in any calendar year (pro-rated for the partial calendar years during such period at the beginning and the end of the Chairman Services Period). Under the Agreement, Mr. Ackerman will receive an annual fee equal to $400,000. The Agreement is for a term of one year and as otherwise agreed by the Board, the Chief Executive Officer and by Mr. Ackerman. Under the Agreement, Mr. Ackerman is not eligible for any other compensation for his services, or to accrue any additional benefits under any employee benefit plans of the Company. The Company reimburses Mr. Ackerman for reasonable travel, lodging, meals and other appropriate expenses incurred by him and provides him with suitable office space on its premises and appropriate secretarial services on an as needed basis under the Agreement.
 
Under the settlement agreement between the Company and the New Mountain Group, as defined at Note 5 beginning on page 14, at the New Mountain Group’s request Mr. Salerno receives no compensation for his Board service for as long as the New Mountain Group continues to hold common stock of the Company.
 
The Company requires that each director, in order to receive compensation for service as a director, must beneficially own at least 500 shares of Common Stock during the first year of service as a director, at least 1,000 shares during the second year of service and at least 2,500 shares thereafter. The transfer of shares issued by the Company to a director as compensation for service as a director is prohibited until the later of (i) two years after the date those shares were issued to the director, or (ii) six months after the director ceases to be as a director of the Company; however, upon death those transferability restrictions disappear.
 
The following table sets forth the compensation paid to each non-employee director for service during fiscal 2008:
 
DIRECTOR COMPENSATION TABLE — FISCAL 2008

 	 	 	 	 	 	 	 	 	 	 	 	 	 	Change in	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	Pension Value	 	 	 	 	 	 	 	
 	 	Fees	 	 	 	 	 	 	 	 	 	 	 	and Nonqualified	 	 	 	 	 	 	 	
 	 	Earned or	 	 	 	 	 	 	 	 	Non-Equity	 	 	Deferred	 	 	 	 	 	 	 	
 	 	Paid in	 	 	Stock	 	 	Option	 	 	Incentive Plan	 	 	Compensation	 	 	All Other	 	 	 	 	
 	 	Cash ($)	 	 	Awards	 	 	Awards	 	 	Compensation	 	 	Earnings	 	 	Compensation	 	 	Total	 	
Name	 	(1)	 	 	($)(2)	 	 	($)	 	 	($)	 	 	(3) ($)	 	 	(4) ($)	 	 	($)	 	
 		
Philip C. Ackerman	 	 	133,333	 	 	 	None	 	 	 	None	 	 	 	None	 	 	 	N/A	 	 	 	3	 	 	 	133,336	 	
Robert T. Brady	 	 	75,500	 	 	 	60,019	 	 	 	None	 	 	 	None	 	 	 	N/A	 	 	 	9	 	 	 	135,528	 	
R. Don Cash	 	 	88,000	 	 	 	60,019	 	 	 	None	 	 	 	None	 	 	 	N/A	 	 	 	9	 	 	 	148,028	 	
Stephen E. Ewing	 	 	78,000	 	 	 	60,019	 	 	 	None	 	 	 	None	 	 	 	N/A	 	 	 	9	 	 	 	138,028	 	
Rolland E. Kidder	 	 	70,000	 	 	 	60,019	 	 	 	None	 	 	 	None	 	 	 	N/A	 	 	 	9	 	 	 	130,028	 	
Craig G. Matthews	 	 	75,500	 	 	 	60,019	 	 	 	None	 	 	 	None	 	 	 	N/A	 	 	 	9	 	 	 	135,528	 	
George L. Mazanec	 	 	89,500	 	 	 	60,019	 	 	 	None	 	 	 	None	 	 	 	N/A	 	 	 	9	 	 	 	149,528	 	
Richard G. Reiten	 	 	70,000	 	 	 	60,019	 	 	 	None	 	 	 	None	 	 	 	N/A	 	 	 	9	 	 	 	130,028	 	
John F. Riordan	 	 	52,000	 	 	 	60,019	 	 	 	None	 	 	 	None	 	 	 	N/A	 	 	 	9	 	 	 	112,028	 	
Frederick V. Salerno(5)	 	 	None	 	 	 	None	 	 	 	None	 	 	 	None	 	 	 	N/A	 	 	 	None	 	 	 	None	 	

 
			
(1)		Represents the portion of the annual retainer paid in cash, plus meeting fees, except for Mr. Ackerman. For Mr. Ackerman it represents the prorated portion of his annual fee due for the period of June 1 — September 30, 2008.	
 		
(2)		Represents the fair value as required by Statement of Financial Accounting Standards 123R, on the date of issuance, of the Common Stock issued pursuant to the current Retainer Policy. The average of the high and low stock price on each date of issuance was used to compute the fair value. The average prices were as follows: $47.07 for October 1, 2007, $46.52 for January 2, 2008, $47.35 April 1 2008 and $59.125 for July 1, 2008. As of September 30, 2008, the aggregate number of shares paid under the Retainer Policy to Messrs. Brady, Cash, Ewing, Kidder, Matthews, Mazanec, and Reiten are 10,100, 6,733, 1,946, 7,190, 4,341, 10,100, and 4,576 respectively.	
 		
(3)		Benefit accruals under the Directors’ Retirement Plan ceased for each current non-employee director on December 31, 1996. Mr. Brady is the only active director who has an accrued pension benefit under this plan. His retirement benefit will begin upon the later of the date of his retirement as a director or the date he turns age 70. His benefit is fixed at a set amount of $1,800 per year with no increase in future benefits. The Company expensed the present value of this future benefit in a prior fiscal year	

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		and continues to expense only the interest associated with this benefit. The fiscal 2008 interest expense to the Company was $331.65. The directors do not have a non-qualified deferred compensation plan or any other pension plan.	
 		
(4)		Represents premiums paid on a Blanket-Travel Insurance Policy, which covers each director up to a maximum benefit of $500,000. This insurance provides coverage in case of death or injury while on a trip for Company business.	
 		
(5)		Under the settlement agreement between the Company and the New Mountain Group (as defined in Note 5 beginning on page 14), at the New Mountain Group’s request Mr. Salerno receives no compensation for his Board service for as long as the New Mountain Group continues to hold common stock of the Company.	
 
AUDIT FEES
 
In addition to retaining PricewaterhouseCoopers LLP to report on the annual consolidated financial statements of the Company for fiscal 2008, the Company retained PricewaterhouseCoopers LLP to provide various non-audit services in fiscal 2008. The aggregate fees billed for professional services by PricewaterhouseCoopers LLP for each of the last two fiscal years were as follows:

 	 	2007	 	 	2008	 	
 		
Audit Fees(1)	 	$	1,391,150	 	 	$	1,379,079	 	
Audit-Related Fees(2)	 	$	20,000	 	 	$	0	 	
Tax Fees	 	 	 	 	 	 	 	 	
Tax advice and planning(3)	 	$	356,150	 	 	$	44,900	 	
Tax compliance(4)	 	$	122,595	 	 	$	139,000	 	
All Other Fees(5)	 	$	39,585	 	 	$	2,610	 	
 	 	 	 	 	 	 	 	 	
TOTAL	 	$	1,929,480	 	 	$	1,565,589	 	

 

			

(1)		Audit Fees include audits of consolidated financial statements and internal control over financial reporting, reviews of financial statements included in quarterly Forms 10-Q, comfort letters and consents, and audits of certain of the Company’s wholly owned subsidiaries to meet statutory or regulatory requirements.	
 		
(2)		Audit-Related Fees include audits of certain of the Company’s wholly-owned subsidiaries not required by statute or regulation, and consultations concerning technical financial accounting and reporting standards and implementation of the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”).	
 		
(3)		Tax advice and planning includes consultations on various federal, state and foreign tax matters.	
 		
(4)		Tax compliance includes tax return preparation and tax audit assistance.	
 		
(5)		All Other Fees relate to permissible fees other than those described above and include the software-licensing fee for an accounting and financial reporting research tool.	
 
The Audit Committee’s charter (available on the Company’s website at www.nationalfuelgas.com and in print to stockholders who request a copy from the Company’s Secretary at its principal office) references its pre-approval policies and procedures. The committee has pre-approved the use of PricewaterhouseCoopers LLP for specific types of services, including various audit and audit-related services and certain tax services, among others. The chair of the committee and, in his absence, another specified member of the committee are authorized to pre-approve any audit or non-audit service on behalf of the committee. Each pre-approval is to be reported to the full committee at the first regularly scheduled committee meeting following such pre-approval. The Company’s Reporting Procedures for Accounting and Auditing Matters are included in this proxy statement as Appendix C.
 
For fiscal 2008, none of the services provided by PricewaterhouseCoopers LLP were approved by the Audit Committee in reliance upon the “de minimus exception” contained in Section 202 of Sarbanes-Oxley and codified in Section 10A(i)(1)(B) of the Securities Exchange Act and in 17 CFR 210.2-01(c)(7)(i)(C).

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AUDIT COMMITTEE REPORT
 
The Company’s Board of Directors has adopted a written charter for the Audit Committee of the Board of Directors, a copy of which is available on the Company’s website at www.nationalfuelgas.com and in print to stockholders who request a copy from the Company’s Secretary at its principal office.
 
The Audit Committee has reviewed and discussed the Company’s audited financial statements for fiscal 2008 with management. The Audit Committee has also reviewed with management its evaluation of the Company’s internal control over financial reporting and reviewed management’s assessment about the effectiveness of the Company’s internal control over financial reporting, including any significant deficiencies in such internal control over financial reporting. The Audit Committee has discussed with the independent registered public accounting firm the matters required to be discussed by Statement on Auditing Standards No. 61, Communication With Audit Committees, as amended (AICPA, Professional Standards, Vol. 1. AU section 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T. The Audit Committee has received the written disclosures and the letter from the independent registered public accounting firm required by Independence Standards Board Standard No. 1, Independence Discussions with Audit Committees , as modified or supplemented, and has discussed with the independent registered public accounting firm the independent registered public accounting firm’s independence. The Audit Committee also has considered whether the independent registered public accounting firm’s provision of non-audit services to the Company and its affiliates is compatible with the independent registered public accounting firm’s independence.
 
Based on the review, discussions and considerations referred to in the preceding paragraph, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K (17 CFR 249.310) for the last fiscal year for filing with the SEC.
 
AUDIT COMMITTEE
 
Craig G. Matthews, Chairman
R. Don Cash
Stephen E. Ewing
Rolland E. Kidder
George L. Mazanec

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SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
 
The following table sets forth for each current director, each nominee for director, each of the executive officers named in the Summary Compensation Table, and for all directors and officers as a group, information concerning beneficial ownership of Common Stock. The Common Stock is the only class of Company equity securities outstanding. Unless otherwise stated, to the best of the Company’s knowledge, each person has sole voting and investment power with respect to the shares listed, including shares which the individual has the right to acquire through exercise of stock options but has not done so. All information is as of November 30, 2008, except as otherwise indicated.

 	 	 	 	 	 	 	 	Shares Held in	 	 	 	 	 	 	 	 	 	 	
Name of Beneficial	 	Exercisable Stock	 	 	Shares held	 	 	401(k)	 	 	Restricted	 	 	Shares Otherwise	 	 	Percent of	 	
Owner	 	Options(1)	 	 	in ESOP(2)	 	 	Plan(3)	 	 	Stock(4)	 	 	Beneficially Owned(5)	 	 	Class(6)	 	
 		
Philip C. Ackerman	 	 	1,816,890	 	 	 	22,052	 	 	 	17,772	 	 	 	1,328	 	 	 	580,685	(7)	 	 	2.98	%	
Robert T. Brady	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	12,600	 	 	 	*	 	
Matthew D. Cabell	 	 	0	 	 	 	0	 	 	 	345	 	 	 	40,000	 	 	 	2,000	 	 	 	*	 	
R. Don Cash	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	11,033	(8)	 	 	*	 	
Anna Marie Cellino	 	 	152,918	 	 	 	1,054	 	 	 	10,650	 	 	 	0	 	 	 	83,319	 	 	 	*	 	
Stephen E. Ewing	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	3,746	 	 	 	*	 	
Rolland E. Kidder	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	24,490	(9)	 	 	*	 	
Craig G. Matthews	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	6,937	 	 	 	*	 	
George L. Mazanec	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	13,400	(10)	 	 	*	 	
John R. Pustulka	 	 	66,082	 	 	 	3,683	 	 	 	13,534	 	 	 	0	 	 	 	30,392	 	 	 	*	 	
Richard G. Reiten	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	5,876	 	 	 	*	 	
Frederic F. Salerno	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	100	 	 	 	*	 	
David F. Smith	 	 	305,000	 	 	 	1,774	 	 	 	12,996	 	 	 	0	 	 	 	122,906	(11)	 	 	*	 	
Ronald J. Tanski	 	 	251,000	 	 	 	2,848	 	 	 	16,181	 	 	 	0	 	 	 	86,158	(12)	 	 	*	 	
Directors and Executive Officers as a Group (19 individuals)	 	 	3,230,790	 	 	 	35,505	 	 	 	115,675	 	 	 	41,328	 	 	 	1,060,898	 	 	 	5.34	%	

 
			
* 		Represents beneficial ownership of less than 1% of issued and outstanding Common Stock on November 30, 2008.	
 		
(1)		This column lists shares with respect to which each of the named individuals, and all current directors and executive officers as a group (19 individuals), have the right to acquire beneficial ownership within 60 days of November 30, 2008, through the exercise of stock options granted under the 1997 Award and Option Plan. Stock options, until exercised, have no voting power.	
 		
(2)		This column lists shares held in the Company and Subsidiaries Employee Stock Ownership Plan (“ESOP”). The beneficial owners of these shares have sole voting power with respect to shares held in the ESOP, but do not have investment power respecting most of those shares until they are distributed.	
 		
(3)		This column lists shares held in the Company Tax-Deferred Savings Plan for Non-Union Employees (“TDSP”), a 401(k) plan. The beneficial owners of these shares have sole voting and investment power with respect to shares held in the TDSP.	
 		
(4)		This column lists shares of restricted stock, certain restrictions on which had not lapsed as of November 30, 2008. Owners of restricted stock have power to vote the shares, but have no investment power with respect to the shares until the restrictions lapse.	
 		
(5)		This column includes shares held of record and any shares beneficially owned through a bank, broker or other nominee.	
 		
(6)		This column lists the sum of the individual’s (or individuals’) stock options and shares shown on this table, expressed as a percent of the Company’s outstanding shares and that individual’s (or individuals’) exercisable stock options at November 30, 2008.	
 		
(7)		Includes 1,000 shares held by Mr. Ackerman’s wife in trust for her mother, and 76,250 shares also held in trust, as to which shares Mr. Ackerman disclaims beneficial ownership, and 220 shares with respect to which Mr. Ackerman shares voting and investment power with his wife.	

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(8)		Includes 3,000 shares held by the Don Kay Clay Cash Foundation, a Utah not-for-profit corporation, of which Mr. Cash, his wife, son and daughter-in-law are directors. Mr. Cash disclaims beneficial ownership of these shares.	
 		
(9)		Includes 10,000 shares owned by Mr. Kidder’s wife, as to which Mr. Kidder shares voting and investment power.	
 		
(10)		Includes 600 shares owned by Mr. Mazanec’s wife, as to which Mr. Mazanec shares voting and investment power.	
 		
(11)		Includes 51,902 shares owned by Mr. Smith’s wife, as to which Mr. Smith shares voting and investment power.	
 		
(12)		Includes 614 shares owned jointly with Mr. Tanski’s wife, as to which Mr. Tanski shares voting and investment power.	
 
As of January 15, 2009, the Company knows of no one who beneficially owns in excess of 5% of the Company’s Common Stock, which is the only class of Company stock outstanding, except as set forth in the table below.

 	 	Shares Held as	 	 	 	 	 	 	 	
 	 	Trustee for Company	 	 	Shares	 	 	Percent	 	
 	 	Employee Benefit	 	 	Otherwise	 	 	of	 	
Name and Address of Beneficial Owner	 	Plans(1)	 	 	Beneficially Held	 	 	Class(2)	 	
 		
Vanguard Fiduciary Trust Company
100 Vanguard Boulevard
Malvern, PA 19355	 	 	4,669,967	 	 	 	2,091,580	(3)	 	 	8.50	%	
New Mountain Vantage GP, L.L.C.
and certain related persons
787 7th Avenue,
49th floor
New York, NY 10091	 	 	N/A	 	 	 	7,691,391	(4)(5)	 	 	9.67	%	

 
			
(1)		This column lists the shares held by Vanguard Fiduciary Trust Company in its capacity as trustee for certain employee benefit plans. Vanguard Fiduciary Trust Company held 4,669,967 shares on behalf of the plans as of January 15, 2009, all of which have been allocated to plan participants. The plan trustee votes the shares allocated to participant accounts as directed by those participants. Shares held by the trustee on behalf of the plans as to which participants have made no timely voting directions are voted by the Trustee in the same proportion as the shares of Common Stock for which the Trustee received timely directions, except in the case where to do so would be inconsistent with provisions of Title I of ERISA. Vanguard Fiduciary Trust Company disclaims beneficial ownership of all shares held in trust by the trustee that have been allocated to the individual accounts of participants in the plans for which directions have been received, pursuant to Rule 13d-4 under the Securities Exchange Act.	
 		
(2)		This column lists the sum of the shares shown on this table, expressed as a percent of the Company’s outstanding shares at January 15, 2009.	
 		
(3)		The Vanguard Group, which is affiliated with Vanguard Fiduciary Trust Company, has sole investment discretion and no voting authority with respect to 2,058,286 shares of Company common stock, and defined investment discretion and sole voting authority with respect to 33,294 shares of Company common stock, according to its Form 13F for the period ended September 30, 2008.	
 		
(4)		These shares are derived from Amendment No. 9 to Schedule 13D filed on January 12, 2009 by New Mountain Vantage GP, L.L.C., New Mountain Vantage, L.P., New Mountain Vantage (California), L.P., New Mountain Vantage (California) II, L.P., New Mountain Vantage (Texas), L.P., New Mountain Vantage Advisers, L.L.C., New Mountain Vantage (Cayman) Ltd., New Mountain Vantage HoldCo Ltd., Mr. Steven B. Klinsky, F. Fox Benton, III, David M. DiDomenico, Frederic V. Salerno, NMV Special Holdings, LLC, and California Public Employees’ Retirement System (“CalPERS”).	
 		
(5)		According to a Settlement Agreement dated January 24, 2008 (and filed with the SEC on that same date) among the Company and New Mountain Vantage GP, L.L.C., New Mountain Vantage, L.P., New Mountain Vantage (California), L.P., New Mountain Vantage (Texas), L.P., New Mountain Vantage Advisers, L.L.C., New Mountain Vantage (Cayman) Ltd., New Mountain Vantage HoldCo Ltd., Mr. Steven B. Klinsky, NMV Special Holdings, LLC, California Public Employees’ Retirement System (“CalPERS”), F. Fox Benton, III, David M. DiDomenico, and Frederic V. Salerno (collectively, the “New Mountain Group”), this year the New Mountain Group (except CalPERS) must vote all of the	

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		shares which any of the New Mountain Group is entitled to vote in favor of the Board’s nominees for director, and in accordance with the Board’s recommendation on any other proposal submitted to the Company’s stockholders by a person other than the Company. The Settlement Agreement applies solely to votes cast at the 2009 Annual Meeting. CalPERS is not bound by these requirements for the 2009 Annual Meeting. In Amendment 9 to Schedule 13D referenced in note (4) above, the New Mountain Group reported that, on January 2, 2009, New Mountain Vantage, L.P., New Mountain Vantage (California), L.P., New Mountain Vantage (Texas), L.P. and New Mountain Vantage HoldCo Ltd. transferred shares of the Company to New Mountain Vantage (California) II, L.P., a controlled affiliate of the New Mountain Group. New Mountain Vantage (California) II, L.P. agreed to be bound by the terms of the Settlement Agreement applicable to the New Mountain Group. In the Settlement Agreement, the New Mountain Group represents that, for purposes of the Settlement Agreement, CalPERS has sole voting power with respect to 2,677,000 shares that may be deemed to be beneficially owned by NMV Special Holdings, L.L.C. As reported in Amendment 9 to Schedule 13D referenced in note (4) above, CalPERS has sole voting power with respect to 288,991 shares and shared voting power with respect to 2,677,000 shares.	
 
EQUITY COMPENSATION PLAN INFORMATION
As of September 30, 2008

 	 	 	 	 	 	 	 	Number of securities	 	
 	 	 	 	 	 	 	 	remaining available for	 	
 	 	Number of securities to be	 	 	Weighted-average exercise	 	 	future issuance under	 	
 	 	issued upon exercise of	 	 	price of outstanding	 	 	equity compensation plans	 	
 	 	outstanding options,	 	 	options, warrants and	 	 	(excluding securities	 	
 	 	warrants and rights	 	 	rights	 	 	reflected in column (a))	 	
Plan category	 	(a)	 	 	(b)	 	 	(c)	 	
 		
Equity compensation plans approved by security holders	 	 	6,829,697	 	 	$	27.30	 	 	 	771,452	(1)	
Equity compensation plans not approved by security holders	 	 	0	 	 	 	0	 	 	 	0	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Total	 	 	6,829,697	 	 	$	27.30	 	 	 	771,452	 	

 

			
(1)		Of the securities listed in column (c), 25,655 were reserved at September 30, 2008 for issuance pursuant to the Company’s Retainer Policy for Non-Employee Directors. The remaining 745,797 are available for future issuance under the 1997 Award and Option Plan.	

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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 proxy statement. Based upon this review and discussion, the Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement.
 
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.

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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.

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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.

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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.

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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 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	
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 in 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%	

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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

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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 60th 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	 	

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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.

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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.

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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 Position	 	Year	 	 	($)	 	 	($)	 	 	($)	 	 	($)	 	 	($)	 	 	Earnings($)	 	 	($)	 	 	($)	 	
(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	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	

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 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	(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 Position	 	Year	 	 	($)	 	 	($)	 	 	($)	 	 	($)	 	 	($)	 	 	Earnings($)	 	 	($)	 	 	($)	 	
(a)	 	(b)	 	 	(c)	 	 	(d)	 	 	(e)	 	 	(f)	 	 	(g)	 	 	(h)	 	 	(i)	 	 	(j)	 	
 		
Matthew D. Cabell	 	 	2008	 	 	$	443,750	 	 	 	0	 	 	 	373,183	 	 	 	325,346	 	 	 	337,472	 	 	 	0	 	 	 	75,889	 	 	 	1,555,640	 	
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	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	

 
			
(1)		The amounts in column (c) reflect base salary paid during each respective fiscal year. For fiscal 2007, Mr. Cabell’s salary reflects a partial year, as he was hired on December 11, 2006.	
 		
(2)		For Mrs. Cellino and Mr. Pustulka, the amount in column (d) represents a cash bonus earned in the fiscal year and paid in December 2008. For Mr. Cabell, for 2007 this amount represents a sign-on bonus as part of his employment package.	
 		
(3)		Column (e) represents the dollar amount recognized in fiscal 2008 and 2007 for financial statement reporting purposes with respect to Restricted Stock awarded to Mr. Cabell during fiscal years 2008 and 2007 and to Mr. Ackerman in prior years. Restricted stock is subject to restrictions on vesting and transferability. The fair market value of restricted stock on the date of the award, calculated as the average of the high and low market price of Company stock on the date of award, is recorded as compensation expense over the vesting period. SFAS 123R requires such awards to be valued at fair value.	
 		
(4)		Column (f) represents the dollar amount recognized for financial statement reporting purposes with respect to the 2008 and 2007 fiscal years for the fair value of the stock options (including SARs) granted to each of the named executive officers. The expense associated with all options granted in fiscal 2008 and fiscal 2007 (including the SARs granted in fiscal 2008), as well as those issued in prior years, has been recorded in accordance with SFAS 123R. For information on the valuation assumptions with respect to option grants (including SARs) refer to Note A under the heading “Stock-Based Compensation” in the Company’s financial statements in Form 10-K for the fiscal year ended September 30, 2008.	
 		
(5)		With respect to fiscal 2007 the estimated amount that was in the fiscal 2007 proxy has been updated for actual payments made in February 2008 and filed in the 8-K on February 26, 2008. For Messrs. Ackerman, Smith and Tanski, column (g) reflects both a Performance Incentive Program payment made February 29, 2008 ($874,650 for Mr. Ackerman, $324,870 for Mr. Smith and $99,960 for Mr. Tanski) and the actual At Risk Program payment made in December 2007 ($759,741 for Mr. Ackerman, $361,594 for Mr. Smith and $481,914 for Mr. Tanski.) For Mr. Cabell, this amount represents his bonus paid in December 2007 for performance in fiscal 2007 based on his short-term incentive goals. Please refer to the Compensation Discussion and Analysis for additional information about these programs, including information regarding the performance conditions applicable to the awards.	
 		
		For fiscal 2008, for Messrs. Ackerman, Smith and Tanski column (g) reflects both an estimated Performance Incentive Program payment expected to be paid by March 15, 2009 ($1,082,900 for Ackerman, $624,750 for Mr. Smith and $416,500 for Mr. Tanski) and the actual At Risk Program payment made in December 2008 ($1,146,667 for Mr. Ackerman, $1,125,625 for Mr. Smith and $730,313 for Mr. Tanski). For Mr. Cabell this amount represents the actual At Risk Program payment made in December 2008. For Mrs. Cellino and Mr. Pustulka, column (g) represents the estimated Performance Incentive payment expected to be paid by March 15, 2009.	
 		
		For the three-year performance period ended September 30, 2008, the Company estimates that its performance relative to its peer group will result in a payout of approximately 166.6% of the “Target Incentive Opportunity” set for each of the participants in the Performance Incentive Program. This	
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		estimate (166.6%) is subject to change based on the final AUS report for the performance period ended September 30, 2008.	
 		
(6)		Column (h) represents the actuarial increase in the present value of the named executive officer’s benefits under all pension plans maintained by the Company determined using interest rate and mortality rate assumptions consistent with those used in the Company’s financial statements. These amounts may include amounts which the named executive officer may not currently be entitled to receive because such amounts are not vested as of September 30, 2008 and 2007, respectively. Also, the amounts include above market earnings under the Deferred Compensation Plan for Mr. Ackerman ($33,139 for fiscal 2007 and $32,017 for fiscal 2008), Mrs. Cellino ($1,003 for fiscal 2008), and Mr. Pustulka ($468 for fiscal 2008). See the narrative, tables and notes to the Pension Plan and the Nonqualified Deferred Compensation Plan within this proxy statement.	
 		
(7)		All Other Compensation Table	
 
The following table describes each component of the All Other Compensation column in the Summary Compensation Table for fiscal 2008.

 	 	Philip C.	 	 	David F.	 	 	Ronald J.	 	 	Matthew D.	 	 	Anna 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	 	 	 	10,016	 	 	 	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	 	 	$	75,889	 	 	$	47,937	 	 	$	43,105	 	

 
			
a)		Represents the Company matching contributions within the 401(k) plan.	
 		
b)		Each officer, except for Mr. Cabell, has over 20 years of service and receives a 6% match within the 401-K plan on the lesser of a) their base salary or b) the IRS annual compensation limit for fiscal 2008. Each of these officers is prohibited from receiving the full 401(k) Company match on their salary due to the IRS annual compensation limit of $225,000 for 2007 and $230,000 for 2008. The 401(k) Tophat gives each officer, except Mr. Cabell, a match (6%) on the following forms of compensation: i.) base salary that exceeds the IRS annual compensation limit; ii.) regular bonus and iii.) Annual At Risk Plan payment. Mr. Cabell became eligible for the 401(k) plan July 1, 2007 and receives a 3% Company match within the 401(k) plan. For Mr. Cabell, the 401(k) Tophat is based on his annual base salary that exceeds the IRS maximum annual compensation. The 401(k) Tophat represent the benefit earned in fiscal 2008.	
 		
c)		Mr. Cabell is a participant in the Company’s Retirement Savings Account (RSA) Plan and receives a 2% Company contribution on the lesser of a) his total compensation (base salary plus annual bonus) or b) the IRS annual compensation limit for fiscal 2008. Mr. Cabell is prohibited from receiving the full RSA contribution on his compensation due to the IRS annual compensation limit of $225,000 for 2007 and $230,000 for 2008. The RSA Tophat is based on the amount of his annual compensation that exceeds the IRS annual compensation limit. The RSA Tophat represents the benefit earned in fiscal 2008.	
 		
d)		All management participants who were hired prior to December 31, 1986, participate in the ESOP which pays dividends to the participants on the Common Stock held in the plan. The participant does not have the option to reinvest these dividends in order to defer the federal and state income taxes on these dividends. Therefore, the Company makes supplemental payments representing the approximate amount the Company saves in corporate income taxes. The ESOP is a qualified benefit plan that was frozen in 1987 and closed to future participants, including Mr. Cabell.	
 		
e)		Represents the Company-paid life insurance premiums on behalf of Mr. Tanski, Mrs. Cellino and Mr. Pustulka under the ExecutiveLife Insurance Plan.	

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		None of the officers, except Mr. Cabell, receive a death benefit under the Company’s Group Life Insurance Plan. Mr. Cabell is a participant in the Company’s Group Life Insurance Plan. The above dollars represent the premiums paid for this benefit.	
 		
f)		Represents the premiums paid for the blanket travel insurance policy, which provides a death benefit to each officer while traveling on business.	
 		
g)		Dividends are paid on unvested restricted stock and reported as taxable income for each officer.	
 		
h)		Perquisites for Mr. Ackerman included club membership dues and expenses, tax preparation and advice, personal use of a company-owned automobile, personal use of the shared suite for local athletic events, blanket travel insurance for personal travel, attendance at company events for Mr. Ackerman’s wife and a minimal amount for use of a Company property. Perquisites for Mr. Smith included tax preparation and advice, personal use of a company-owned automobile, tickets to a local theater, blanket travel insurance for personal travel, and attendance at company events for Mr. Smith’s wife. No single perquisite exceeded the greater of $25,000 or 10% of the total perquisites provided to Mr. Ackerman or Mr. Smith. Perquisites for each of the other named executive officers were less than $10,000.	
 
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	 	 	 	 	 	 	 	 	 	 	$	48.31	 	 	 	1,210,125	 	
 	 	 	(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	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	

 
			
(1)		The stock appreciation rights shown on this table were granted under the 1997 Award and Option Plan with a ten-year term, and will vest in 1/3 increments on February 20, 2009, February 20, 2010 and February 20, 2011, if certain performance conditions are met. Mr. Cabell’s restricted stock will vest in 5,000 share increments on 12/5/2011, 12/5/2012, 12/5/2013, 12/5/2014 and 12/5/2015. The exercise price of the SARs and the Grant Date Fair Value of the restricted stock is based on the average of the high and low market price of the Common Stock on the date of grant. The SARs may be exercised any time after the “vest date” and prior to the expiration date, if the performance conditions are met, and the holder remains employed by the Company, and subject to the Company’s Insider Trading Policy. Please refer to the narrative disclosure under “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 options.	

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(2)		This line lists the range of possible payments under the National Fuel Gas Company Performance Incentive Program for which target awards were established in fiscal 2008 with a performance period that begins October 1, 2007 and ends on September 30, 2010.	
 		
(3)		For Messrs. Ackerman, Tanski, Smith and Cabell, this represents the annual cash incentive target set in fiscal 2008 under the At Risk Plan.	
 		
(4)		This column shows the hypothetical value of the SARs awarded according to a Black-Scholes-Merton option-pricing model. The assumptions used in this model for the SARs granted on February 20, 2008 were: quarterly dividend yield of 0.65%, an annual standard deviation (volatility) of 17.69% (calculation of volatility based on average of high and low price), a risk-free rate of 3.754%, and an expected term before exercise of 7.25 years. Whether the assumptions used will prove accurate cannot be known at the date of grant. The model produces a value based on freely tradable securities, which the options are not. The holder can derive a benefit only to the extent the market value of Company Common Stock is higher than the exercise price at the date of actual exercise and performance targets are met. Please refer to Note A under the heading “Stock-Based Compensation” in the Company’s financial statements in Form 10-K for the fiscal year ended September 30, 2008 for additional detail regarding the accounting for these awards.	
 
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.”

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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	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Market	 	
 	 	 	 	 	 	 	 	Number of	 	 	 	 	 	 	 	 	Number of	 	 	Value of	 	
 	 	 	 	 	Number of	 	 	Securities	 	 	 	 	 	 	 	 	Shares or	 	 	Shares	 	
 	 	 	 	 	Securities	 	 	Underlying	 	 	 	 	 	 	 	 	Units of	 	 	or Units	 	
 	 	 	 	 	Underlying	 	 	Unexercised	 	 	 	 	 	 	 	 	Stock	 	 	of Stock	 	
 	 	 	 	 	Unexercised	 	 	Options/SARs	 	 	Option/SAR	 	 	Option/SAR	 	 	That	 	 	That	 	
 	 	 	 	 	Options/SARs	 	 	(#)	 	 	Exercise	 	 	Expiration	 	 	Have Not	 	 	Have Not	 	
 	 	Grant Date	 	 	(#)	 	 	Unexercisable	 	 	Price ($)	 	 	Date	 	 	Vested (#)	 	 	Vested	 	
Name	 	(2)	 	 	Exercisable	 	 	(2)	 	 	(3)	 	 	(4)	 	 	(5)	 	 	($)(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	 	 	 	12/11/2008	 	 	 	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	 	

 
			
(1)		On November 16, 2006, the Compensation Committee approved the award of the stock options and restricted stock subject to Mr. Cabell commencing employment as President of Seneca Resources Corporation. The actual award date was Mr. Cabell’s first day of employment, December 11, 2006.	
 		
(2)		Options vest one year after grant date except for the following awards:	
 		
		Options granted on March 14, 2002 vested over a period of 3 years — 1/3 on March 14, 2003, 1/3 on March 14, 2004 and the balance on March 13, 2005.	
 		
		Options granted on March 29, 2005 vested on June 29, 2005.	
 		
		Options and restricted stock granted on December 11, 2006 will vest on December 11, 2009.	
 		
		Stock-settled SARs granted on February 20, 2008 vest over a period of 3 years — 1/3 on February 20, 2009, 1/3 on February 20, 2010 and 1/3 on February 20, 2011, subject to fulfillment of performance conditions.	

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(3)		Awards were issued at Fair Market Value (FMV), as defined by the stockholder approved 1997 Award and Option Plan as the average of the high and low trade prices on the day of exercise.	
 		
(4)		Option expiration date unless there is a premature termination of employment or a “change in control” or “change in ownership” of the Company as defined in the Plan.	
 		
(5)		For Mr. Ackerman, represents a 1999 award of 1,328 shares of restricted stock which will vest in January 2009. For Mr. Cabell, represents an award of 15,000 shares of restricted stock that will vest on December 11, 2009 and an award of 25,000 shares of restricted stock that will vest in one fifth increments on December 5, 2011, 2012, 2013, 2014 and 2015, subject to Mr. Cabell’s continued employment. The market value represents the total number of unvested restricted stock shares multiplied by the FMV as of September 28, 2008.	
 
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	 	

 
			
(1)		Represents the aggregate difference between the exercise price and the fair market value of the common stock on the date of exercise.	

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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	 	

 
			
(1)		The years of credited service and present value of accumulated benefits were determined by Mercer the plan actuary using the same assumptions used for accounting and disclosure purposes. Please refer to Note G, Retirement Plan and Other Post-retirement Benefits, to the Company’s financial statements for a discussion of these assumptions.	
 
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

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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.

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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

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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 notes b) and c) under the All Other Compensation Table. The Company pays the 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 Tophat Plan:

 	 	Executive	 	 	Registrant	 	 	Aggregate	 	 	Aggregate	 	 	Aggregate	 	
 	 	Contributions	 	 	Contributions	 	 	Earnings (Loss)	 	 	Withdrawals/	 	 	Balance at	 	
 	 	in Last FY	 	 	in Last FY	 	 	in 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	 	 	 	16,416	 	 	 	0	 	 	 	3,000	 	 	 	14,916	 	
Anna Marie Cellino	 	 	0	 	 	 	18,630	 	 	 	(23,083	)	 	 	10,795	 	 	 	274,280	 	
John R. Pustulka	 	 	0	 	 	 	12,060	 	 	 	(4,144	)	 	 	10,795	 	 	 	108,484	 	

 
			
(1)		Refer to notes b) and c) to the All Other Compensation Table.	
 		
(2)		This represents the net losses during the fiscal year for the Deferred Compensation Plan. The earnings associated with the Moody’s Index were more than offset by the losses associated with the S&P 500 minus 1.2% elections during the year. Mr. Ackerman’s, Mrs. Cellino’s and Mr. Pustulka’s earnings (loss) include $32,017, $1,003 and $468, respectively, of Above Market Rate of Interest in respect to DCP plan balances that were credited with the Moody’s Index. The total Above Market Rate of Interest is included in the Summary Compensation Table under Column (h). Mr. Smith, and Mr. Tanski were not credited with Above Market Rate of Interest on their DCP balances. The DCP interest credited for the S&P 500 Minus 1.2% Election is not considered Above Market because a similar type of investment choice is offered within the 401(k) plan which is generally available to full-time employees with six months of service. The net effect of the two investment choices resulted in an overall decrease in account balances.	
 		
(3)		This represents the annual tophat payment for the calendar year ended December 31, 2008 for all officers except Mr. Ackerman. The amount in this column for Mr. Ackerman represents the tophat payment of $99,309 made in fiscal 2008 plus DCP annuity payments of $31,149 paid to him after his retirement for the period June 1 through September 30, 2008.	
 		
(4)		This represents the ending DCP balance, if any, plus the tophat accruals for the period January 1, 2008 through September 30, 2008. Mr. Ackerman’s DCP account balance and tophat accrual on June 1, 2008, his retirement date, was $1,707,218.	
 
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.

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“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.

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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 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.

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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 Tax Deferred Savings 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

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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.

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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

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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)

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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 applicable accrued 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, $14,916 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 $84,563 under the Retirement Benefit Agreement, and iv.) for Mr. Cabell, the unvested Restricted Stock would have vested upon termination.

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 	 	Potential Payments Upon Termination Other than in	 	 	Potential Payments Upon Termination	 	
 	 	Connection with a Change in Control	 	 	Following a Change in Control or Change in Board	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	Company	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	Terminates	 	 	 	 	 	Executive	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	without Cause	 	 	 	 	 	Terminates	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	and/or	 	 	 	 	 	Voluntarily	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	Executive	 	 	 	 	 	Other	 	
Executive Benefits	 	 	 	 	 	 	 	 	 	 	 	 	 	Terminates	 	 	Company	 	 	than for	 	
and Payments	 	Voluntary	 	 	 	 	 	 	 	 	 	 	 	for Good	 	 	Terminates	 	 	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	 	 	 	 	 	 	9,227,398	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
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	 	 	 	3,554,926	 	 	 	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	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
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 	 	Potential Payments Upon Termination Other than in	 	 	Potential Payments Upon Termination	 	
 	 	Connection with a Change in Control	 	 	Following a Change in Control or Change in Board	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	Company	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	Terminates	 	 	 	 	 	Executive	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	without Cause	 	 	 	 	 	Terminates	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	and/or	 	 	 	 	 	Voluntarily	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	Executive	 	 	 	 	 	Other	 	
Executive Benefits	 	 	 	 	 	 	 	 	 	 	 	 	 	Terminates	 	 	Company	 	 	than for	 	
and Payments	 	Voluntary	 	 	 	 	 	 	 	 	 	 	 	for Good	 	 	Terminates	 	 	Good	 	
Upon Termination	 	Termination	 	 	Retirement	 	 	Death	 	 	Disability	 	 	Reason	 	 	for Cause	 	 	Reason	 	
for:	 	$(1)	 	 	$(2)	 	 	$(3)	 	 	$(4)	 	 	$(5)	 	 	$(6)	 	 	$(7)	 	
 		
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)	 	 	10,016	 	 	 	N/A	 	 	 	10,016	 	 	 	10,016	 	 	 	10,016	 	 	 	10,016	 	 	 	10,016	 	
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	 	 	446,688	 	 	 	N/A	 	 	 	2,562,260	 	 	 	2,562,260	 	 	 	4,830,375	 	 	 	765,961	 	 	 	1,197,733	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
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	 	 	 	1,011,897	 	 	 	4,439,108	 	 	 	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	 	 	 	604,946	 	 	 	N/A	 	 	 	N/A	 	
Deferred Compensation Plan(h)	 	 	97,256	 	 	 	101,706	 	 	 	97,256	 	 	 	101,706	 	 	 	97,256	 	 	 	97,256	 	 	 	97,256	 	
Executive Retirement Plan(i)	 	 	263,724	 	 	 	263,724	 	 	 	64,190	 	 	 	263,724	 	 	 	263,724	 	 	 	0	 	 	 	263,724	 	
401k Tophat(k)	 	 	11,228	 	 	 	11,228	 	 	 	11,228	 	 	 	11,228	 	 	 	11,228	 	 	 	11,228	 	 	 	11,228	 	
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	 	 	 	3,350	 	 	 	0	 	 	 	3,350	 	 	 	20,025	 	 	 	0	 	 	 	0	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total for Mr. Pustulka	 	 	680,418	 	 	 	828,718	 	 	 	621,384	 	 	 	828,718	 	 	 	2,745,184	 	 	 	534,234	 	 	 	1,106,168	 	

 

			
(a)		For all officers, other than Mr. Ackerman who retired at June 1, 2008, severance is equal to 1.99 multiplied by the sum of i.) annual base salary and ii.) the average of the named executive officer’s annual cash bonus for the two fiscal years of the Company ending immediately prior to the effective	
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		date of the change in control. The earned salary and severance amount shall be paid in cash in a lump sum.	
 		
(b)		Represents the Annual At Risk Award or Short Term Incentive bonus paid in December 2008 that was earned in fiscal 2008. This amount also appears in the Summary Compensation Table.	
 		
(c)		The target incentive payable to Mr. Ackerman of $2,802,212 at September 30, 2008, represents the estimated target incentive if he were to die. The total estimated payment of $2,802,212 is composed of $1,082,900 for the three-year performance period ended September 30, 2008, $859,656 for the three-year performance period ended September 30, 2009, and $859,656 for the three-year performance period ended September 30, 2010.	
 		
		The target incentive payable to Mr. Smith of $1,377,227 at September 30, 2008, represents the estimated target incentive if he were to terminate, except for cause, as a participant of the three separate performance periods. The total estimated payment of $1,377,227 is composed of $624,750 for the three-year performance period ended September 30, 2008, $427,607 for the three-year performance period ended September 30, 2009, and $324,870 for the three-year performance period ended September 30, 2010.	
 		
		The target incentive payable to Mr. Tanski of $953,785 at September 30, 2008, represents the estimated target incentive if he were to terminate, except for cause, as a participant of the three separate performance periods. The total estimated payment of $953,785 is composed of $416,500 for the three-year performance period ended September 30, 2008, $342,918 for the three-year performance period ended September 30, 2009, and $194,367 for the three-year performance period ended September 30, 2010.	
 		
		The target incentive payable to Mrs. Cellino and Mr. Pustulka of $308,210 at September 30, 2008, represents the estimated target incentive if she/he were to terminate, except for cause, as a participant of the three separate performance periods. The total estimated payment of $308,210 is composed of $141,610 for the three-year performance period ended September 30, 2008, $111,067 for the three-year performance period ended September 30, 2009, and $55,533 for the three-year performance period ended September 30, 2010.	
 		
		The target incentive payable to Mr. Cabell of $431,772 at September 30, 2008, represents the estimated target incentive if he were to terminate, except for cause, as a participant in two of the three performance periods in which he participates. The total estimated payment of $431,772 is composed of $306,822 for the three-year performance period ended September 30, 2009 and $124,950 for the three-year performance period ended September 30, 2010.	
 		
		The above payments in respect of any three-year performance period will be paid in a lump sum cash amount not later than 2- 1 / 2 months after the end of the calendar year in which the relevant performance period ends.	
 		
(d)		If the named executive officer elected to be bound by the non-compete provision contained in the Employment Continuation and Noncompetition Agreement, he shall receive a lump sum payment within 30 days following the named executive officer’s date of termination equal to one times the sum of i.) the named executive officer’s annual base salary and ii.) the named executive officer’s average cash bonus payable to the named executive officer for the two fiscal years of the company ending immediately prior to the effective date of the change in control, as compensation for the covenant not to compete.	
 		
(e)		The value, at September 30, 2008, of any restricted stock that would have vested upon the termination of employment for the stated reason on September 30, 2008. Because the vesting of Mr. Ackerman’s unvested restricted stock was not accelerated so as to occur upon his actual retirement in fiscal 2008, zero is set forth in column 2. All of Mr. Ackerman’s unvested restricted stock will vest on January 15, 2009.	
 		
(f)		All named executive officers except for Mr. Ackerman have unvested options. However, only Mr. Cabell has certain options with a positive value as of September 30, 2008. Specifically, options granted in February 2008 vest in 1/3 increments on February 20, 2009, February 20, 2010, and February 20, 2011, subject to satisfaction of performance conditions. Because the exercise price of $47.37 is higher than the FMV of the stock on September 30, 2008 of $40.915, these February 2008 options have no value. Mr. Cabell, also has unvested options issued on December 11, 2006 that would have vested at certain termination events and are scheduled to vest on December 11, 2009. The exercise price of Mr. Cabell’s December 2006 options is $39.50.	

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(g)		This represents the total number of vested options outstanding at September 30, 2008 multiplied by the difference between the FMV of stock on September 30, 2008 and the exercise price of each option. Under the terms of the 1997 Award and Option Plan this amount will be paid in a lump sum, which is why this is separately disclosed.	
 		
(h)		Represents the Deferred Compensation Plan (“DCP”) balances as of September 30, 2008, except for Mr. Ackerman whose balance is as of June 1, 2008. Under the plan, DCP retirement and disability benefits are the same for participants listed on this table (Columns 2 and 4) and are calculated with the Plan-mandated switch to the Moody’s index rate six months prior to retirement or disability for those participants who elected a return based on the S&P 500 Minus 1.2% Election. For those participants, DCP retirement and disability benefits will be different than DCP benefits provided upon death or voluntary termination other than retirement. DCP benefits provided upon death are the full lump sum value of all account balances, with no switch to the Moody’s index rate as noted above (Column 3). DCP benefits provided upon termination other than death, retirement or disability are the lump sum value of all accounts. Benefits are paid as a lump sum in all situations except retirement or disability, in which case benefits are paid as an annuity.	
 		
		Upon retirement, Mr. Ackerman would receive three separate monthly annuities, the present value of which equals $1,622,643. The first of those three payments began on June 1, 2008, Mr. Ackerman’s retirement date, in the amount of $7,787 per month for 15 years with a present value of $821,051. The other two projected payments consist of i.) a fifteen-year annuity of $3,180 per month with a present value of $400,953 and ii.) a ten-year annuity commencing at age 70 of $5,603 per month with a present value of $400,639. Upon death, Mr. Ackerman’s beneficiary would receive a lump sum payment of the value of all accounts.	
 		
		Upon retirement and/or disability, Mr. Smith would receive a projected ten-year annuity of $2,169 per month with a present value of $196,979. The amounts for all other terminations are the account balances as of September 30, 2008.	
 		
		Upon retirement and/or disability, Mrs. Cellino would receive a projected ten-year annuity of $3,165 per month with a present value of $273,799. The amounts for all other terminations are the account balances as of September 30, 2008.	
 		
		Upon retirement and/or disability, Mr. Pustulka would receive two separate monthly annuities, the present value of which equals $101,706. The first is a projected five-year annuity of $613 per month with a present value of $31,925. The second is a projected ten-year annuity of $839 per month with a present value of $69,781. The amounts for all other terminations are the account balances as of September 30, 2008.	
 		
		Mr. Tanski does not have any outstanding account balances under the DCP. Mr. Cabell is not eligible to participate in the DCP.	
 		
(i)		For Mr. Ackerman this is the first amount payable following retirement (subject to at least a six month delay, in accordance with IRC Section 409A). Three subsequent payments of the same amount would be made one in each of the next three years pursuant to Mr. Ackerman’s election. For each of the other named executive officers, this is the value of the first payment payable under the Executive Retirement Plan (the “ERP”) that would have been due following the termination of employment for the stated reason on September 30, 2008, as elected by the named executive officer. If a payment is shown in any column on this line (except for amounts shown in the Column 3, “Death”), three additional payments of the same amount would be made under the ERP, one in each of the next three years as elected by the named executive officer. Column 3, “Death”, represents a straight life annuity payment to the named executive officer’s surviving spouse/beneficiary until his/her death. For further description of the ERP, the calculation of the benefit payable under the ERP and the applicable early retirement percentages, please refer to the caption “Executive Retirement Plan” following the Pension Benefits Table.	
 		
		The amounts in this row represent the following, with respect to benefits provided under the ERP:	
 		
		Mr. Ackerman retired on June 1, 2008 with an unreduced retirement benefit. His first Executive Retirement Plan payment will occur in January 2009, and subsequent payments will occur in January 2010, 2011 and 2012, as determined by his four year sum certain election. In the event of his death prior to commencement of the ERP benefit, Mr. Ackerman’s spouse shall receive the ERP benefit payment in the same form as elected.	
 		
		For Mr. Smith, in the event of termination resulting from retirement, Mr. Smith is eligible to retire with a reduced retirement benefit that includes the tophat portion of the ERP benefit, but not the supplemental portion of the ERP. In the event of a voluntary termination, involuntary termination	

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		other than for cause or disability, Mr. Smith is eligible to receive a reduced early retirement benefit. With respect to an involuntary termination for cause (willful misconduct), no retirement benefits will be paid under the ERP. In the event of death prior to commencement of the ERP benefit, Mr. Smith’s spouse shall receive the ERP benefit for her lifetime commencing on the first day of the month following the date of death.	
 		
		For Mr. Tanski, in the event of termination resulting from retirement, Mr. Tanski is eligible to retire with a reduced retirement benefit that includes the tophat and supplemental portions of the ERP benefit. In the event of a voluntary termination, involuntary termination other than for cause or disability, Mr. Tanski is eligible to receive a reduced early retirement benefit. With respect to an involuntary termination for cause (willful misconduct), no retirement benefits will be paid under the ERP. In the event of death prior to commencement of the ERP benefit, Mr. Tanski’s spouse shall receive the ERP benefit for her lifetime commencing on the first day of the month following the date of death.	
 		
		For Mrs. Cellino, in the event of termination resulting from retirement, Mrs. Cellino is eligible to retire with a reduced retirement benefit that includes the tophat portion of the ERP benefit, but not the supplemental portion of the ERP. In the event of a voluntary termination, involuntary termination other than for cause or disability, Mrs. Cellino is eligible to receive a reduced early retirement benefit. With respect to an involuntary termination for cause (willful misconduct), no retirement benefits will be paid under the ERP. In the event of death prior to commencement of the ERP benefit, Mrs. Cellino’s spouse shall receive the ERP benefit for his lifetime commencing on the first day of the month following the date of death.	
 		
		For Mr. Pustulka, in the event of termination resulting from retirement, Mr. Pustulka is eligible to retire with a reduced retirement benefit that includes the tophat and supplemental portions of the ERP. In the event of a voluntary termination, involuntary termination other than for cause or disability, Mr. Pustulka is eligible to receive a reduced early retirement benefit. With respect to an involuntary termination for cause (willful misconduct), no retirement benefits will be paid under the ERP. In the event of death prior to commencement of the ERP benefit, Mr. Pustulka’s spouse shall receive the ERP benefit for her lifetime commencing on the first day of the month following the date of death.	
 		
(j)		Represents the annual benefit payable under The Retirement Benefit Agreement, expressed as a 50% joint and survivor annuity.	
 		
(k)		Represents the RSA Tophat Plan benefit for the period January 1, 2008 through September 30, 2008.	
 		
(l)		Represents the RSA Tophat Plan benefit for Mr. Cabell for the period January 1, 2008 through September 30, 2008.	
 		
(m)		For all terminations other than for a Change-in-Control: the officer receives the same health benefits as other supervisory employees hired prior to January 1, 2003. The amount shown under Column (5) represents 18 months of COBRA rates for medical, drug and dental, except for Mr. Cabell for whom it represents 15 months of rates. The actual COBRA rates were used for 2008 and 2009 and the 2010 rates were projected using a 9% trend for medical, 10% for drug and 5% for dental.	
 		
(n)		Mr. Ackerman by contract, would receive a death benefit payment based on two times the sum of his base salary at the time of retirement and his most recent annual cash bonus, less proceeds paid under his split dollar policy. The amount that would have been paid by the Company if he had died is $1,297,469. If Mr. Ackerman survives to age 70 he would instead receive a lump sum payment of $968,905	
 		
(o)		For Columns (2) and (4), this represents an allowance for tax preparation and financial planning in the year following the year of retirement and/or disability. For Column (5), this includes an allowance for tax preparation and financial planning and the annual payment for life insurance under the ExecutiveLife Insurance Plan for 18 months. Mr. Tanski, Mrs. Cellino and Mr. Pustulka are participants in the ExecutiveLife Insurance Plan.	

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PROPOSAL 2.  APPOINTMENT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
 
At the Annual Meeting, stockholders will be asked to approve the Audit Committee’s appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company’s fiscal year ending September 30, 2009 (“fiscal 2009”). If approved by the stockholders, PricewaterhouseCoopers LLP will examine the financial statements of the Company and its subsidiaries and report upon the annual consolidated financial statements for fiscal 2009, as they did for fiscal 2008.
 
Representatives of PricewaterhouseCoopers LLP will not be attending the Annual Meeting. Therefore, no representative will be available to answer questions or make a statement.
 
The affirmative vote of a majority of the votes cast with respect to the appointment of the independent registered public accounting firm by the holders of shares of Common Stock entitled to vote is required for the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm.
 
If the necessary votes are not received, or if PricewaterhouseCoopers LLP declines to accept or otherwise becomes incapable of accepting or exercising the appointment, or its services are otherwise discontinued, the Audit Committee of the Board of Directors will appoint another independent registered public accounting firm. Unless they are otherwise directed by the stockholders, the Proxies intend to vote for the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm.
 
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THIS APPOINTMENT.

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PROPOSAL 3.  APPROVAL OF THE 2009 NON-EMPLOYEE DIRECTOR
 
EQUITY COMPENSATION PLAN
 
At the Annual Meeting, stockholders will be asked to approve the National Fuel Gas Company 2009 Non-Employee Director Equity Compensation Plan (the “Plan”) included in this proxy statement at Appendix D. The Board of Directors adopted the Plan on December 4, 2008, subject to approval by the stockholders.
 
The Board of Directors believes that the Company’s ability to attract and retain highly qualified non-employee directors is critical to the Company’s long-term success. The Board also wishes to encourage individual directors to acquire a proprietary interest in the long-term success of the Company, thereby aligning their financial interests with those of the Company’s stockholders. The Plan is designed to serve these purposes.
 
The Plan provides for the issuance of shares of common stock of the Company to non-employee directors, as compensation in whole or in part for their service on the Board. Shares will be issued on a quarterly basis, in advance (as of the first business day of the quarter). The Board will determine from time to time in its discretion the number of shares to be issued per quarter.
 
The Company has been compensating its non-employee directors with a combination of Company common stock and cash since 1997, and wishes to continue doing so after the shares authorized for this purpose by the Company’s stockholders in 1997 have been exhausted. The Company currently has ten directors, nine of whom are non-employee directors. Of those nine, seven currently receive compensation under the 1997 authorization. The compensation of the Company’s directors is discussed in considerable detail beginning at page 16 of this proxy statement.
 
Shares will not be issued under the Plan to any non-employee director who declines receipt of the shares or whose compensation is otherwise determined by written agreement between the Company and the non-employee director. For example, the Director Services Agreement between the Company and its non-executive Chairman, Philip Ackerman, sets forth the compensation to be paid to Mr. Ackerman during the period in which he serves as non-executive Chairman. The Director Services Agreement also provides that Mr. Ackerman will not be eligible for any other compensation for his services during that period, including any compensation otherwise made available to non-employee directors of the Company. In addition, at the New Mountain Group’s request, Frederic Salerno receives no compensation for his service as a non-employee director for as long as the New Mountain Group continues to hold common stock of the Company.
 
The aggregate number of shares that will be available for issuance under the Plan will be 100,000, which is about one-tenth of one percent of the 79,514,816 shares of Company common stock outstanding as of January 15, 2009. The number of shares available for issuance under the Plan is subject to adjustment in the event certain transactions occur. For example, in the event of changes in the common stock by reason of a common stock dividend, stock split, reverse stock split or other combination, the Board will make appropriate adjustment in the aggregate number of shares available under the Plan and in the rate of payment of shares under the Plan. In the event of a merger, reorganization, reclassification of the common stock, spinoff or other changes in the capitalization of the Company, the Board may make appropriate provision with respect to shares issued under the Plan for (i) the substitution, on an equitable basis, of other securities or consideration to which holders of common stock will be entitled pursuant to such transaction, or (ii) adjustment in the number of shares available for issuance under the Plan and in the rate of payment of shares under the Plan.
 
Each share of common stock issued to a non-employee director under the Plan will be non-transferable until the later of two years after its issuance or six months after the non-employee’s cessation of service on the Board, except as follows. Upon a non-employee director’s death, whether in office or after his or her service as a director ceases, all restrictions on transferability imposed under the Plan will lapse.
 
Non-employee directors will be entitled to all of the rights of stockholders with respect to shares issued under the Plan, including the right to vote the shares, the right to receive dividends and the right to reinvest dividends, outside of the Plan, into additional shares of the Company’s common stock. Shares issued under the Plan will not be subject to forfeiture or cancellation for any reason.

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The Plan will be effective as of the date of the Annual Meeting, provided stockholders approve the Plan. Unless earlier terminated by the Board, the Plan will expire when all of the shares available for issuance under the Plan have been issued.
 
The Board will administer the Plan and will have the authority to interpret the Plan, establish administrative rules, grant waivers of Plan terms and conditions and take other actions it deems advisable. The Board’s determinations with respect to the Plan will be made by a majority of the Board and will be final, binding and conclusive.
 
The Board may suspend or terminate the Plan at any time. In addition, the Board may amend the Plan. Any amendment to the Plan will be subject to stockholder approval i.) at the discretion of the Board and ii.) to the extent that stockholder approval may be required by law or under the applicable requirements of the New York Stock Exchange or any other exchange on which the Company’s common stock is listed to trade.
 
The Plan is not the only means of compensating non-employee directors for their service on the Board. The Board may continue to provide, outside of the Plan, for payment of non-equity compensation for such service, including cash, on terms and in amounts as determined by the Board in its discretion. The Board may also continue to issue shares of common stock under the Retainer Policy for Non-Employee Directors approved by the Company’s stockholders at the 1997 Annual Meeting of Stockholders, until the remaining 21,455 shares available under that approval are exhausted. The Plan also amends that Retainer Policy so as to provide that all restrictions on the transferability of any shares ever issued under that Retainer Policy shall lapse upon the death of the holder of those shares.

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The following table contains information about the shares of common stock that the individuals and groups listed therein would have received under the Plan had the Plan been in effect in fiscal 2008, the most recently completed fiscal year. The table assumes that the rate of issuance of shares under the Plan in fiscal 2008 would have been the same as the rate of issuance of shares under the Retainer Policy for Non-Employee Directors in fiscal 2008.
 
NEW PLAN BENEFITS
 
National Fuel Gas Company 2009 Non-Employee Director
Equity Compensation Plan

Name and Position	 	Dollar Value(1)	 	 	Number of Units	 	
 		
Philip C. Ackerman	 	$	0	 	 	 	0	 	
Chairman of the Board and Chief Executive Officer of the Company through 2/20/08. Chairman of the Board 2/21/08 through 5/31/08. Retired from employment effective 6/1/08. Non-Executive Chairman of the Board since 6/1/08	 	 	 	 	 	 	 	 	
David F. Smith	 	$	0	 	 	 	0	 	
Director, President and Chief Executive Officer of the Company	 	 	 	 	 	 	 	 	
Ronald J. Tanski	 	$	0	 	 	 	0	 	
Treasurer and Principal Financial Officer of the Company and President of National Fuel Gas Supply Corporation	 	 	 	 	 	 	 	 	
Matthew D. Cabell	 	$	0	 	 	 	0	 	
President of Seneca Resources Corporation	 	 	 	 	 	 	 	 	
James D. Ramsdell	 	$	0	 	 	 	0	 	
Senior Vice President of National Fuel Gas Distribution Corporation	 	 	 	 	 	 	 	 	
Anna Marie Cellino	 	$	0	 	 	 	0	 	
President National Fuel Gas Distribution Corporation	 	 	 	 	 	 	 	 	
John R. Pustulka	 	$	0	 	 	 	0	 	
Senior Vice President of Supply Corporation	 	 	 	 	 	 	 	 	
All current executive officers as a group	 	$	0	 	 	 	0	 	
All current directors who are not executive officers, as a group (9 persons)(2)	 	$	420,136.50	 	 	 	8,400	 	
All employees, including all current officers who are not executive officers, as a group	 	$	0	 	 	 	0	 	

 
			
(1)		Represents the fair value as required by Statement of Financial Accounting Standards 123R, on the date of issuance, of the common stock that would have been issued pursuant to the Plan had it been in effect in fiscal 2008. The average of the high and low stock price on each date of issuance was used to compute the fair value. The average prices were as follows: $47.07 for October 1, 2007, $46.52 for January 2, 2008, $47.35 April 1 2008 and $59.125 for July 1, 2008.	
 		
(2)		Seven of the nine current directors who are not executive officers of the Company would have received shares pursuant to the Plan had it been in effect in fiscal 2008. They are Robert T. Brady, R. Don Cash, Stephen E. Ewing, Rolland E. Kidder, Craig G. Matthews, George L. Mazanec and Richard G. Reiten. Each individual would have received 1,200 shares. Two current directors who are not executive officers of the Company would not have received shares pursuant to the Plan had it been in effect in fiscal 2008. They are Philip C. Ackerman and Frederic V. Salerno.	
 
The affirmative vote of a majority of the votes cast with respect to the approval of the Plan is required for approval of the Plan.
 
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THIS PROPOSAL.

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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
 
Section 16(a) of 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.
 
IMPORTANT NOTICE REGARDING DELIVERY OF STOCKHOLDER DOCUMENTS
 
Only one copy of this proxy statement and one copy of the Company’s Annual Report for the 2008 fiscal year are being delivered to some multiple stockholders who share an address unless the Company has received contrary instructions from one or more of the stockholders. A separate proxy card and a separate notice of the Annual Meeting are being included for each account at the shared address.
 
Registered stockholders who share an address and would like to receive a separate annual report to stockholders and/or a separate proxy statement for the Annual Meeting or future Annual Meetings of Stockholders, or have questions regarding the householding process, may contact the Company’s transfer agent, The Bank of New York Mellon, by calling 1-800-648-8166 or by forwarding a written request addressed to The Bank of New York, 101 Barclay St., 11 East, New York, NY 10286. Promptly upon request, additional copies of the Company’s Annual Report for the 2008 fiscal year and separate proxy statements for the Annual Meeting will be sent. By contacting The Bank of New York Mellon, registered stockholders sharing an address can also request delivery of a single copy of annual reports to stockholders or proxy statements in the future if registered stockholders at the shared address are receiving multiple copies.
 
Many brokerage firms and other holders of record have also instituted householding procedures. If your family has one or more “street name” accounts under which you beneficially own shares of Common Stock, you may have received householding information from your broker, financial institution or other nominee in the past. Please contact the holder of record directly if you have questions, require additional copies of this proxy statement or our Annual Report to Stockholders for fiscal 2008 or wish to revoke your decision to household and thereby receive multiple copies. You should also contact the holder of record if you wish to institute householding. These options are available to you at any time.
 
PROPOSALS OF SECURITY HOLDERS
 
Proposals that security holders intend to present at the 2010 Annual Meeting of Stockholders must be received by the Secretary at the principal offices of the Company no later than October 2, 2009, in order to be considered for inclusion in the Company’s proxy statement and proxy for that meeting. Notice of a stockholder proposal submitted outside the processes of SEC Rule 14a-8 under the Securities Exchange

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Act, for consideration at the 2010 Annual Meeting of Stockholders, shall be considered untimely unless received by the Secretary at the Company’s principal office between October 13, 2009 and November 12, 2009.
 
OTHER BUSINESS
 
The Board of Directors does not know of any business that will be presented for consideration at the Annual Meeting except as set forth above. However, if any other business is properly brought before the Annual Meeting, or any adjournment or postponement thereof, the Proxies will vote in regard thereto according to their discretion.
 
WHERE YOU CAN FIND ADDITIONAL INFORMATION
 
We file periodic reports and other information with the SEC. You may read and copy any document we file at the SEC’s public reference room located at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Our SEC filings are also available to the public at the SEC’s website at www.sec.gov and at the Company’s website at www.nationalfuelgas.com .
 
Statements contained in this proxy statement, or in any document incorporated in this proxy statement by reference regarding the contents of any contract or other document, are not necessarily complete and each such statement is qualified in its entirety by reference to that contract or other document filed as an exhibit with the SEC. The SEC allows the Company to incorporate by reference the information that it files with the SEC. Incorporation by reference means that the Company can disclose important information to you by referring you to other documents filed separately with the SEC that are legally considered to be part of this document, and such documents are automatically updated and superseded by this proxy statement. Later information that is filed by the Company with the SEC will automatically update and supersede the information in this document and the documents listed below.

 	 	 	
 	 	By Order of the Board of Directors	
 	 	 	
 	 	Paula M. Ciprich
 Secretary	
 	 	 	
January 30, 2009	 	 	

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APPENDIX A TO PROXY STATEMENT

NATIONAL FUEL GAS COMPANY
DIRECTOR INDEPENDENCE GUIDELINES

AS AMENDED DECEMBER 4, 2008
 
The following Director Independence Guidelines (the “Guidelines”) have been adopted by the Board of Directors (the “Board”) of National Fuel Gas Company (“National Fuel”) to assist the Board in the exercise of its responsibilities to National Fuel and its shareholders. The Guidelines should be interpreted in the context of all applicable laws and National Fuel’s other corporate governance documents, and are intended to serve as a flexible framework within which the Board may conduct its business. The Guidelines are subject to modification from time to time, and the Board shall be able, in the exercise of its discretion, to deviate from the Guidelines from time to time, as the Board may deem appropriate and as required or permitted by applicable laws and regulations.
 
1.  Effectiveness.   The Guidelines will become effective on January 1, 2004.
 
2.  Implementation.   The Board will annually review the independence of all directors, affirmatively make a determination as to the independence of each director and disclose those determinations, in each case, consistent with the requirements of the New York Stock Exchange (“NYSE”) and the Securities and Exchange Commission (“SEC”), as applicable.
 
3.  Independence of at Least a Majority of the Board.   The Board will at all times have at least a majority of directors who meet the criteria for independence required by the NYSE and the SEC.
 
4.  Absence of a Material Relationship.   In order for a director to be considered “independent,” the Board must affirmatively determine, after consideration of all relevant facts and circumstances, that the director has no direct or indirect material relationship with National Fuel or any subsidiary in a consolidated group with National Fuel (together, the “Company”). When assessing the materiality of a director’s relationship with the Company, the Board will consider the issue not merely from the standpoint of the director, but also from that of persons or entities with which the director has an affiliation.
 
5.  Cooling-Off Period.   A director will not be considered independent if:

(i)	 	currently or within the preceding three years the director is or was employed by the Company;	
 	 	 	
(ii)	 	currently or within the last three years, an immediate family member of the director is or was employed by the Company as an executive officer;	
 	 	 	
(iii)	 	the director or an immediate family member of the director received during any twelve-month period within the last three years more than $120,000 in direct compensation from the Company (excluding (A) director and committee fees, (B) pension and other deferred compensation for prior service provided such compensation is not contingent in any way on continued service and (C) compensation received by such immediate family member for service as an employee of the Company (other than an executive officer));	
 	 	 	
(iv)	 	the director (A) is a current partner or employee of a firm that is the present auditor of the Company or (B) within the past three years was a partner or employee of such firm and worked on the Company’s audit;	
 	 	 	
(v)	 	an immediate family member of the director (A) is a current partner of a firm that is the present auditor of the Company (B) is a current employee of a firm and personally works on the Company’s audit or (C) within the past three years was a partner or employee of such firm and worked on the Company’s audit;	
 	 	 	
(vi)	 	a present Company executive officer currently serves or within the past three years served on the compensation committee of an entity which employed the director or an immediate family member of the director as an executive officer (this three year cooling-off period shall apply to both service and employment); or	

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(vii)	 	the director is an employee, or an immediate family member of the director is an executive officer, of an entity that in any of the last three fiscal years made payments to, or received payments from, the Company for property or services in excess of the greater of (A) $1 million, or (B) 2% of the other entity’s consolidated gross revenues. Contributions to tax-exempt organizations shall not be considered “payments.”	

6.  Categorical Standards.   Provided that the independence criteria set forth in Paragraph 5 above are met, the Board has determined that the following commercial or charitable relationships will not be considered material relationships for purposes of determining whether a director is independent:

(i)	 	the director is a member, partner, director, trustee or executive officer of, or of counsel to or otherwise associated with, an entity (excluding any charitable organization) that makes annual payments to or receives annual payments from the Company for property or services in an amount less than the greater of (A) $1 million, or (B) 2% of the other’s consolidated gross revenues for its last completed fiscal year;	
 	 	 	
(ii)	 	the director is a member, partner, director, trustee or executive officer of, or of counsel to or otherwise associated with, an entity, and the Company’s discretionary charitable contributions to that entity are less than 5% of that entity’s total annual charitable receipts for its last completed fiscal year; and	
 	 	 	
(iii)	 	the director is a member, partner, director, trustee or executive officer of, or of counsel to or otherwise associated with an entity which is indebted to the Company, or to which the Company is indebted, and the total amount of either’s indebtedness to the other is less than 5% of its own total consolidated assets, measured as of the last fiscal year-end.	

For purposes of the Guidelines:

 	 	“immediate family member” means a person’s spouse, parents, children, siblings, mothers and fathers-in-law, sons and daughters-in-law, brothers and sisters-in-law and anyone (other than domestic employees) who shares such person’s home.	

For purposes of the Categorical Standards:

(i)	 	The calculation of payments to and from the Company may exclude: (A) payments determined by competitive bid or authorized by, or in conformity with, law or governmental authority and (B) payments arising solely from the ownership of securities of the Company with no benefit being received that is not shared on a pro rata basis by all holders of the class of securities.	
 	 	 	
(ii)	 	The calculation of indebtedness owed to or by the Company may exclude: (A) debt securities publicly offered, traded on a national exchange or quoted on an automated quotation system of a registered securities association and (B) trade debt subject to usual terms.	

7.  Relationships and Transactions Not Covered by the Categorical Standards.   Any determination by the Board that a director who has a business or other relationship that is not covered by the Categorical Standards set forth in Paragraph 6 above is independent, will be disclosed by National Fuel in its annual proxy statement, together with the basis for such determination.
 
8.  Affirmative Obligation of Directors.   Each director has an affirmative obligation to inform the Board of any material change in his or her business or other relationships that may impact the Board’s determination with regard to his or her independence.
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9.  Disclosure by the Company.   The Board will cause National Fuel to disclose the following in its annual proxy statement:

 	 	 	
(i)	 	the Guidelines, including the categorical standards adopted by the Board to assist it in making determinations regarding the independence of a director;	
 	 	 	
(ii)	 	the identity of the independent directors and the basis for the affirmative determinations of the Board regarding the independence of each director;	
 	 	 	
(iii)	 	a specific explanation of any determination by the Board that a director is independent notwithstanding that the director does not meet the categorical standards set forth in the Guidelines; and	
 	 	 	
(iv)	 	charitable contributions by the Company to an entity that employs a director of the Company as an executive officer if, within the preceding three years, contributions by the Company in any fiscal year exceeded the greater of (A) $1 million, or (B) 2% of the other entity’s consolidated gross revenues.	

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APPENDIX B TO PROXY STATEMENT
 
NATIONAL FUEL GAS COMPANY
CORPORATE GOVERNANCE GUIDELINES
AMENDED: DECEMBER 4, 2008
 
The business of National Fuel Gas Company (the “Company”) is conducted by its employees, managers and officers, under the oversight of the Board of Directors (the “Board”), in order to serve the long-term interests of its shareholders. The Board and management recognize that the long-term interests of shareholders are served by considering the interests of customers, employees and the communities in which the Company operates. In addition, the Board requires directors, officers and employees to comply with all legal and regulatory requirements and to adhere to the highest ethical standards in the performance of their duties. To help discharge its responsibilities, the Board has adopted the following guidelines on corporate governance matters.

1.  	Board Of Directors	
 
The Board shall consist of a number of directors, not less than seven nor more than eleven, as determined by a majority vote of the full Board.
 
The business and affairs of the Company shall be managed by or under the direction of the Board, acting as a body, in accordance with Section 14A:6-1 of the New Jersey Business Corporation Act. Individual directors shall have no authority to act for or on behalf of the Company without the express authorization of the Board, or as may be provided by law, the Certificate of Incorporation or the By-Laws.

2.  	Independent Directors	
 
A majority of the Board must qualify as independent directors under the listing standards of the New York Stock Exchange (NYSE). The Board will annually review the relationship that each director has with the Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company). The Board has established Director Independence Guidelines for purposes of this review. All determinations of director independence will be disclosed in the Company’s annual proxy statement.

3.  	Director Qualifications	
 
The Board, with input from the Nominating/Corporate Governance Committee, is responsible for periodically determining the appropriate skills, perspectives, experiences, and characteristics required of Board candidates, taking into account the Company’s needs and current make-up of the Board. This assessment should include knowledge, experience, and skills in areas critical to understanding the Company and its business; personal characteristics, such as integrity and judgment; and candidates’ commitments to the boards of other publicly-held companies. Each Board member is expected to ensure that other existing and planned future commitments do not materially interfere with the member’s service as a director and that he or she devotes the time necessary to discharge his or her duties as a director.
 
The Nominating/Corporate Governance Committee is responsible for periodically reviewing these qualification guidelines and recommending modifications, as appropriate. The Board believes the qualification guidelines included as Exhibit A are currently appropriate, but it may change these guidelines as the Company’s and Board’s needs warrant.
 
Directors are expected to carry out the functions of the Board in a professional and diligent manner, and to spend the time and effort necessary to properly discharge such responsibilities. Accordingly, a director is expected to regularly attend meetings of the Board and Committees on which such director sits, with the understanding that on occasion a director may be unable to attend a meeting. A director who is unable to attend a meeting is expected to notify the Chairman of the Board or the Chair of the appropriate Committee in advance of such meeting. A director is also expected to review provided materials in advance of a meeting.

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4.  	Selection of New Directors	
 
The Board is responsible for selecting its members and nominating them for election by the stockholders and for filling vacancies on the Board. The Nominating/Corporate Governance Committee will recommend to the Board nominees for election, including, as appropriate, incumbent directors for re-election.
 
Stockholders may propose candidates for consideration in accordance with the Process for Identifying and Evaluating Nominees for Director included as Exhibit B .
 
In selecting individuals for nomination, the Committee will seek the input of the Chairman of the Board and Chief Executive Officer and will evaluate candidates using the qualification guidelines included as Exhibit A and the Process for Identifying and Evaluating Nominees for Director included as Exhibit B , as they may be supplemented from time to time. Once a candidate is selected to join the Board, the Chairman of the Board and/or the Chair of the Nominating/Corporate Governance Committee will extend the invitation to join the Board on the Board’s behalf.

5.  	Term Limits	
 
The Board does not believe it should limit the number of terms for which an individual may serve as a director. While term limits could help ensure fresh ideas, they also would force the Board to lose the contributions of directors who have developed an insight into the Company. This insight and continuity of directors is an advantage, not a disadvantage. As an alternative to term limits, the Nominating/Corporate Governance Committee will review a director’s continuation on the Board whenever the director experiences a change in professional responsibilities, as a way to assure that the director’s skills and experience continue to match the needs of the Board. In addition, in connection with nomination of the slate of directors that the Board proposes for election by stockholders each year, the Nominating/Corporate Governance Committee will consider re-nominated directors’ continuation on the Board and take steps as may be appropriate to ensure that the Board maintains an openness to new ideas.
 
Subject to paragraph 7, a director shall normally serve on the Board for a three-year term, except that a director appointed to fill a vacancy shall stand for election at the next annual meeting of shareholders.

6.  	Change in Professional Responsibilities	
 
It is the view of the Board that each director who experiences a change in his or her business or professional affiliation or responsibilities should bring this change to the attention of the Board and should offer to resign. The Board does not believe that each director who retires or has a change in position or responsibilities should necessarily leave the Board. The Nominating/Corporate Governance Committee will, however, review the continued appropriateness of Board membership under these circumstances and make a recommendation to the Board.
 
This same guideline applies to any inside directors, including the Chief Executive Officer of the Company, in the event he or she no longer serves in that position.

7.  	Retirement Age	
 
As a general guideline, directors shall retire not later than the date of the first Annual Meeting of Shareholders following the date of their 72nd birthday. The Board shall have the authority to make exceptions to this general guideline on a case-by-case basis.

8.  	Board Leadership	

A.  	Chairman of the Board and Chief Executive Officer	
 
1. The Chairman of the Board, who may also be the Chief Executive Officer, shall be a director and preside at all meetings of the Board and meetings of the shareholders. The Chairman of the Board is chosen on an annual basis by at least a majority vote of the remaining directors.
 
2. The Chief Executive Officer, who may also be the Chairman of the Board, shall be appointed by the Board and serve at the pleasure of the Board.

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B.  	Succession Planning and Leadership Development	
 
Each year, the Chief Executive Officer will report to the Compensation Committee on succession planning and his or her recommendation as to a potential successor, along with a review of any development plans recommended for such individuals. The Committee will make an annual report to the Board on succession planning, and the Board will work with the Committee to evaluate potential successors to the Chief Executive Officer. When the Compensation Committee and the Board review management succession plans for the Chief Executive Officer, they will consider succession in the event of an emergency or retirement of the Chief Executive Officer. The Committee and the Board will also review succession candidates for executive officers other than the Chief Executive Officer and other senior managers as it deems appropriate.

9.  	Board Committees	

A.  	Number of Committees	
 
Currently there are five Committees: Executive, Audit, Compensation, Nominating/Corporate Governance, and Financing. The Board believes the current Committee structure is appropriate. From time to time, depending upon the circumstances, the Board may form a new Committee or disband a current Committee.

B.  	Assignment of Committee Members	
 
The Board appoints members of the Committees on an annual basis. Vacancies in the Committees will be filled by the Board. In making assignments to the Committees, only Independent Directors may serve on the Audit Committee, the Compensation Committee, or the Nominating/Corporate Governance Committee, and at least one member of the Audit Committee must have accounting or financial management experience, as defined by the U.S. Securities and Exchange Commission rules or as required under applicable New York Stock Exchange listing requirements. Additionally, a member of the Audit Committee may not sit on more than three other Audit Committees of other public companies, unless the Board determines that such commitments would not impair his or her effective service to the Company.
 
The Board will take into account tenure on a Committee and give consideration to rotating Committee members periodically, but the Board does not feel that rotation should be mandated as a policy.

C.  	Committee Charters and Authority	
 
The Audit Committee, Compensation Committee and Nominating/Corporate Governance Committee, each have a written charter, which has been approved by the Board. Each charter delegates certain responsibilities to the respective Committee.
 
The Executive Committee may exercise Board authority with respect to matters other than those for which action of the full Board is required under applicable law. The Financing Committee may exercise Board authority with respect to specific matters for which the Board has delegated responsibility to it.
 
Unless delegated to one of the Committees either in the Charter, the Bylaws, a resolution of the Board or a vote of stockholders, each Committee shall make recommendations to the Board and the Board will consider and approve the recommendations. The Committee charters may be changed from time to time by approval of the Board.

10.  	Board Meetings	

A.  	Number of Meetings	
 
The Board has at least four scheduled meetings per year at which it reviews and discusses reports by management on the performance of the Company, its plans and prospects, as well as immediate issues facing the Company.

B.  	Role of the Chairman of the Board	
 
The Chairman of the Board shall preside at all meetings of the Board. The Chairman of the Board shall determine the agenda for all Board meetings with the assistance of the Chief Executive Officer. Each

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director shall be entitled to suggest the inclusion of items on the agenda, with the final determination of the agenda to be made by the Chairman of the Board. The Chairman of the Board shall also determine the timing and length of Board meetings, and the time to be devoted to each topic on the agenda. All procedural matters with respect to the conduct of Board meetings shall be determined by the Chairman of the Board, including whether any individuals other than Board members shall be invited to attend and/or participate in all or any portion of any meetings, and the conditions of such individuals’ attendance and/or participation. In the absence of the Chairman of the Board, the Chief Executive Officer shall exercise all powers and authority conferred herein.

C.  	Distribution of Board Materials in Advance	
 
Materials for review, discussion and/or action of the Board should be distributed to Board members in advance of meetings whenever practicable.

D.  	Non-Management Director Meetings	
 
The non-management directors will meet at regularly scheduled executive sessions without management. The Audit Committee Chair, Nominating/Corporate Governance Committee Chair and Compensation Committee Chair may call the non-management directors to additional sessions without management. The Board shall not take formal actions at meetings of the non-management directors, although the participating directors may make recommendations for consideration by the full Board.

11.  	Confidentiality	
 
Pursuant to their fiduciary duties, directors are required to protect and hold confidential all non-public information obtained by reason of their directorship position absent the express or implied permission of the Board of Directors to disclose such information or the written agreement of the Company to permit disclosure. No director shall use Confidential Information for his or her own personal benefit or to benefit persons or entities outside the Company. No director shall disclose Confidential Information outside the Company, either during or after his or her service as a director of the Company, except (i) with authorization of the Board of Directors, (ii) as may be permitted by written agreement with the Company, or (iii) as may be otherwise required by law.
 
“Confidential Information” is all non-public information entrusted to or obtained by a director by reason of his or her position as a director of the Company. It includes, but is not limited to, non-public information that might be of use to competitors or harmful to the Company or its customers if disclosed, such as

 	• 	information about the Company’s financial condition, results of operations, prospects, plans, objectives or strategies, and information relating to mergers and acquisitions, stock splits, stock repurchases, divestitures and other transactions;	
 		
 	• 	trade secrets, information or techniques, marketing and research and development information, drilling and exploration data, information concerning customers, suppliers, producers and joint venture partners, payroll and benefits information, current/past employee information, technical and computer/software related information, and legal information;	
 		
 	• 	information about discussions and deliberations relating to business issues and decisions, between and among employees, officers and directors.	
 
To promote a free and unfettered exchange of ideas among directors, the directors will treat all discussions and deliberations that take place at Board meetings as confidential unless disclosure of those discussions is otherwise required by law or permitted by written agreement with the Company. No video or electronic recording of Board proceedings shall be made without the consent of the Chairman of the Board and a majority of the Board.

12.  	Board and Committee Performance Evaluations	
 
The Board and the Audit, Compensation and Nominating/Corporate Governance Committees will perform an annual self-evaluation. Each year the directors will provide assessments of the effectiveness of the Board, and the members of the Audit, Compensation and Nominating/Corporate Governance Committees will provide assessments of the effectiveness of their respective committees. These evaluations

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will be submitted to the Nominating/Corporate Governance Committee which will review them and determine if any additional evaluation is necessary. If the Nominating/Corporate Governance Committee determines that additional evaluation is necessary, it may elect to have such evaluation performed internally, or by an independent corporate governance expert. The Nominating/Corporate Governance Committee will report all evaluation results to the Board and make recommendations for areas which, in its judgment, require improvement.

13.  	Board Compensation	
 
The Board’s compensation philosophy is that directors (other than those who are also salaried officers of the Company or any of its subsidiaries) are entitled to receive reasonable compensation for their services and reimbursement for certain expenses, as may be determined by the Board. The Compensation Committee shall have the responsibility for recommending to the Board changes in compensation levels for non-employee directors. In discharging this duty, the Committee shall be guided by four general principles: compensation should fairly pay directors for work required; compensation should attract and retain highly qualified candidates for Board membership; compensation should align directors’ interests with the long-term interests of shareholders; and compensation should be transparent and as simple as possible within the limitations of tax and legal considerations.
 
Reasonable compensation also may be paid to any person (other than a salaried officer or employee of the Company or any of its subsidiaries) formally requested by the Board to attend a meeting.

14.  	Board Access to Company Officers	
 
Board members will have access to all officers of National Fuel Gas Company. Independent Board members may consult with such officers without senior corporate management present. Members of committees of the Board will also have such access to management as is provided in committee charters or as may otherwise be authorized by the Board. Management is encouraged to invite Company personnel to any Board meeting at which their presence and expertise would help the Board to have a full understanding of matters being considered and to introduce managers with significant potential.

15.  	Access to Independent Advisors	
 
The Board shall have the power at any time by majority vote to retain independent outside financial, legal or other advisors, at the Company’s expense.

16.  	Director Contact with the Company’s Constituencies	
 
Except as otherwise required by NYSE listing standards or applicable law, or as authorized by the Board, communications with parties external to the Company (including but not limited to shareholders, the media, attorneys, vendors, service providers, etc.) shall be the responsibility of the Chief Executive Officer or delegated by the Chief Executive Officer to the appropriate area of the Company. The directors will be consulted from time to time for their advice, as the Chief Executive Officer so determines.

17.  	Director Orientation and Continuing Education	
 
All directors, upon their initial appointment to the Board, shall attend an educational session, thereby enabling them to better perform their duties and recognize and deal with various issues that may arise during their tenure as directors. Subsequently, the directors shall attend ongoing educational programs related to their Board service as the Board deems appropriate.

18.  	Amendment and Interpretation	
 
These Guidelines are in addition to and are not intended to change or interpret any federal or state law or regulation, or the Company’s Certificate of Incorporation or Bylaws or any Committee Charter reviewed and approved by the Board. The Guidelines are subject to modification from time to time by the Board.

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EXHIBIT A

TO
NATIONAL FUEL GAS COMPANY
CORPORATE GOVERNANCE GUIDELINES
 
NATIONAL FUEL GAS COMPANY
DIRECTOR QUALIFICATION GUIDELINES
 
The Board of Directors in considering qualifications of directors standing for re-election and candidates for Board membership will consider the following factors, in addition to those other factors it may deem relevant:
 
1. Strong management experience, ideally with major public companies.
 
2. Other areas of expertise or experience that are desirable given the Company’s business and the current make-up of the Board, such as expertise or experience in: the natural gas industry, information technology businesses, manufacturing, financial or investment banking, scientific research and development, senior level government experience, and academic administration or teaching.
 
3. Desirability of range in age, so that retirements are staggered to permit replacement of directors of desired skills and experience in a way that will permit appropriate continuity of Board members.
 
4. Independence, as defined by the Board.
 
5. Diversity of perspectives brought to the Board by individual members.
 
6. Knowledge and skills in accounting and finance, business judgment, general management practices, crisis response and management, industry knowledge and leadership.
 
7. Personal characteristics matching the Company’s values, such as integrity, accountability, financial literacy, and high performance standards.
 
8. Additional characteristics, such as:

 	a.) 	willingness to commit the time required to fully discharge their responsibilities to the Board, including the time to prepare for Board and Committee meetings by reviewing the material supplied before each meeting;	

 	b.) 	commitment to attend a minimum of 75% of meetings;	

 	c.) 	ability and willingness to represent the stockholders’ long and short-term interests;	

 	d.) 	awareness of the Company’s responsibilities to its customers, employees, suppliers, regulatory bodies, and the communities in which it operates; and	

 	e.) 	willingness to advance their opinions, but once a decision is made by a majority of the Board, a willingness to support the majority decision assuming questions of ethics or propriety are not involved.	
 
9. The number of commitments to other entities, with one of the more important factors being the number of other public-company boards on which the individual serves.
 
10. In order to qualify for election as a director, a nominee must be a shareholder of the Company.

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EXHIBIT B
TO
NATIONAL FUEL GAS COMPANY
CORPORATE GOVERNANCE GUIDELINES
 
NATIONAL FUEL GAS COMPANY
NOMINATING/CORPORATE GOVERNANCE COMMITTEE
 
Process for Identifying and Evaluating Nominees for Director
 
1. The Nominating/Corporate Governance Committee (the Committee) will observe the following procedures in identifying and evaluating candidates for election to the Company’s Board of Directors.
 
2. The Company believes that the continuing service of qualified incumbents promotes stability and continuity in the boardroom, contributing to the Board’s ability to work as a collective body, while giving the company the benefit of the familiarity and insight into the Company’s affairs that its directors have accumulated during their tenure. Accordingly, the process of the Committee for identifying nominees shall reflect the Company’s practice of re-nominating incumbent directors who continue to satisfy the Board’s criteria for membership on the Board, whom the Committee believes continue to make important contributions to the Board and who consent to continue their service on the Board.
 
3. Consistent with this policy, in considering candidates for election at annual meetings of stockholders, the Committee will consider the incumbent directors whose terms expire at the upcoming meeting and who wish to continue their service on the Board.
 
4. The Board will evaluate the qualifications and performance of the incumbent directors who desire to continue their service. In particular, as to each such incumbent director, the Committee will —

 	(a) 	consider if the director continues to satisfy the Director Qualification Guidelines which are Exhibit A to the Company’s Corporate Governance Guidelines;	

 	(b) 	review any prior assessments of the performance of the director during the preceding term made by the Committee; and	

 	(c) 	determine whether there exist any special, countervailing considerations against re-nomination of the director.	
 
5. If the Committee determines that:

 	(a) 	an incumbent director consenting to re-nomination continues to be qualified and has satisfactorily performed his or her duties as a director during the preceding term; and	

 	(b) 	there exist no reasons, including considerations relating to the composition and functional needs of the Board as a whole, why in the Committee’s view the incumbent should not be re-nominated, the Committee will, absent special circumstances, propose the incumbent director for re-nomination.	
 
6. The Committee will identify and evaluate new candidates for election to the Board, including for the purpose of filling vacancies arising by reason of the resignation, retirement, removal, death or disability of an incumbent director or the desire of the directors to expand the size of the Board.
 
7. The Committee will accept recommendations for nominees from persons that the Committee believes are likely to be familiar with qualified candidates. These persons may include members of the Board, including members of the Committee, and management of the Company. The Committee may also determine to engage a professional search firm to assist in identifying qualified candidates. If such a firm is engaged, the Committee shall set its fees and the scope of its engagement.
 
8. As to each recommended candidate that the Committee believes merits consideration, the Committee will:

 	(a) 	cause to be assembled information concerning the background and qualifications of the candidate;	

 	(b) 	determine if the candidate satisfies the Director Qualification Guidelines which are Exhibit A to the Company’s Corporate Governance Guidelines; if so, then	

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 	(c) 	consider the contribution that the candidate can be expected to make to the overall functioning of the Board.	
 
9. The Committee shall solicit the views of the Chief Executive Officer and the Chairman of the Board, and the views of such other persons as the committee deems appropriate, regarding the qualifications and suitability of candidates to be nominated as directors.
 
10. In its discretion, the Committee may designate one or more of its members (or the entire Committee) to interview any proposed candidate.
 
11. Based on all available information and relevant considerations, the Committee will select a candidate who, in the view of the Committee, is suited for membership on the Board. The Committee will then recommend to the Board that the candidate be nominated. The Board would then, if it chooses, nominate the candidate by a resolution adopted by the Board at a meeting or by unanimous written consent.
 
12. Stockholders may propose candidates for consideration by the Committee by communication directed to the Company’s Secretary at its principal office, received not less than 120 calendar days before the anniversary date of the Company’s proxy statement released to stockholders in connection with the previous year’s annual meeting of stockholders. However, if the date of the annual meeting is changed more than 30 days from the date corresponding to the date of the prior year’s annual meeting, then a stockholder’s communication must be received not later than the close of business on the tenth day following the date on which notice of the meeting is given by the Company (or, if earlier, by the tenth day following public disclosure of the new date of the annual meeting). The communication must include all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case under applicable SEC regulations, including such person’s written consent to be named in the proxy statement as a nominee and to serving as a director if elected. In making its selection, the Committee will evaluate candidates proposed by stockholders owning at least five percent (5%) of the Company’s outstanding common stock, under criteria similar to the evaluation of other candidates. The Committee shall have no obligation whatsoever to consider other unsolicited recommendations received from stockholders proposing candidates for the Board. The Committee may consider, as one of the factors in its evaluation of stockholder recommended nominees, the size and duration of the interest of the recommending shareholder or shareholder group on the equity of the Company, and the candidate’s relationship to that stockholder or group, in order to determine whether the candidate can effectively represent the interests of all stockholders. The Committee may also consider the extent to which the recommending stockholder or group intends to continue holding its interest in the Company, including, in the case of nominees recommended for election at an annual meeting of stockholders, whether the recommending stockholder intends to continue holding its interest at least through the time of such annual meeting.

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APPENDIX C TO PROXY STATEMENT
 
NATIONAL FUEL GAS COMPANY
REPORTING PROCEDURES FOR ACCOUNTING AND AUDITING MATTERS

I.  	Purpose	
 
National Fuel Gas Company (“Company”) has a longstanding commitment to comply with federal and state securities laws and regulations, accounting standards, accounting controls and audit practices. In furtherance of this commitment, the Audit Committee of the Company’s Board of Directors has established these Reporting Procedures for Accounting and Auditing Matters (“Procedures”), which provide for (i) the receipt, retention, and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters; and (ii) the confidential, anonymous submission by employees of the Company of concerns regarding accounting or auditing matters.

II.  	Scope	
 
These Procedures apply to all employees of all divisions and subsidiaries of the Company.

III.  	Procedures	
 
A. Making a Report of Accounting and Auditing Matters

 	1. 	An employee with a concern or complaint regarding accounting, internal accounting controls, or auditing matters (collectively “Accounting and Auditing Matters”) may report such concerns, on a confidential and anonymous basis if the employee so desires, as follows:	

 	a. 	Via the Company’s dedicated toll-free hotline (1-800-605-1338) operated by a third party service company; or	

 	b. 	In writing in a sealed envelope addressed to the Chairman of the Audit Committee, National Fuel Gas Company, 6363 Main Street, Williamsville, New York 14221. The sealed envelope should be labeled with a legend such as: “Submitted pursuant to the Reporting Procedures for Accounting and Auditing Matters.”	

 	2. 	A sufficiently detailed description of the factual basis for the report should be given in order to allow appropriate investigation into the matter.	
 
B. Treatment of Reports

 	1. 	All reports will be forwarded to the Chairman of Audit Committee, the Chief Auditor, and General Counsel.	
 		
 	2. 	Upon receipt of a report, the Chief Auditor will determine whether the complaint pertains to Accounting and Auditing Matters. If the report does not pertain to Accounting and Auditing Matters, the Chief Auditor and General Counsel will decide together on the appropriate disposition.	
 		
 	3. 	Reports relating to Accounting and Auditing Matters will be promptly investigated by the Chief Auditor under the Audit Committee’s direction and oversight, and may involve the assistance of other Company resources as needed. To the fullest extent possible, such investigations and reports will be kept confidential.	
 		
 	4. 	If the results of an investigation indicate that corrective action is required, the Audit Committee will decide what steps should be taken to rectify the problem and reduce the likelihood of recurrence, and may also recommend appropriate discipline.	
 		
 	5. 	No person making a report under these Procedures shall be subject to retaliation because of making a good faith report. In addition, any employee of the Company responsible for retaliating against individuals who in good faith report concerns regarding Accounting and Auditing Matters will be subject to disciplinary action, up to and including termination. Any employee making a bad faith report, including a report made for the purpose of harassing or maliciously injuring the subject of the report, will be subject to disciplinary action, up to and including termination.	
 
C. Retention of Reports and Investigation Documents

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The Chief Auditor will maintain, in accordance with the Company’s document retention policy, a complete record of all reports received (including those determined not to pertain to Accounting and Auditing Matters), all records associated with reports of Accounting and Auditing Matters, the treatment of reports of Accounting and Auditing Matters under these Procedures, and the ultimate disposition of Accounting and Auditing Matters reports. In addition, the Chief Auditor shall prepare an update on the status of (i) all reports of Accounting and Auditing Matters under investigation, and (ii) those reports of Accounting and Auditing Matters whose investigation has been concluded since the previous status update. Status updates shall be provided on a monthly basis for the Chairman of the Audit Committee and shall be provided on a quarterly basis for the entire Audit Committee.

IV.  	Administration of Procedures	
 
The Audit Committee is the issuer and owner of these Procedures. These Procedures shall be subject to periodic review and revision by the Audit Committee as necessary or appropriate. The Audit Committee, in consultation with the Company’s Chief Auditor, shall have the authority to make any interpretations regarding the operation of these Procedures.

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APPENDIX D TO PROXY STATEMENT
 
NATIONAL FUEL GAS COMPANY
2009 NON-EMPLOYEE DIRECTOR EQUITY COMPENSATION PLAN

1.  	Purpose	
 
The purpose of the Plan is to advance the interests of the Company and its stockholders, by enhancing the Company’s ability to attract and retain highly qualified individuals to serve as non-employee members of the Board, and by encouraging such directors to acquire a proprietary interest in the long-term success of the Company, thereby aligning their financial interests with those of the Company’s stockholders.

2.  	Definitions	
 
2.1 “1997 Retainer Policy” means the Retainer Policy for Non-Employee Directors approved by the Company’s stockholders at the 1997 Annual Meeting of Stockholders.
 
2.2 “Board” means the Board of Directors of the Company.
 
2.3 “Code” means the Internal Revenue Code of 1986, and the rules, regulations and interpretations promulgated thereunder, as amended from time to time.
 
2.4 “Common Stock” means the common stock of the Company.
 
2.5 “Company” means National Fuel Gas Company.
 
2.6 “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time.
 
2.7 “Participant” means any individual to whom shares of Common Stock have been issued under this Plan.
 
2.8 “Plan” means the National Fuel Gas Company 2009 Non-Employee Director Equity Compensation Plan. Any reference in the Plan to a paragraph number refers to that portion of the Plan.

3.  	Administration	
 
The Plan shall be administered by the Board. The Board shall have the authority to: (a) interpret the Plan; (b) establish such administrative rules, regulations and procedures as it deems necessary for the proper administration of the Plan; (c) grant waivers of Plan terms and conditions when any such action would be in the best interest of the Company; and (d) take any and all other action it deems advisable for the proper administration of the Plan. All determinations of the Board shall be made by a majority of its members, and its determinations shall be final, binding and conclusive. For the avoidance of doubt, the Board shall not take any action under the Plan, including without limitation pursuant to this paragraph 3, which would result in the imposition of an additional tax under Section 409A of the Code on the Participant holding shares issued hereunder.

4.  	Participants	
 
All non-employee directors of the Company are Participants in the Plan, and may receive shares of Common Stock under the Plan, except as otherwise provided in this section. Shares of Common Stock will not be issued under the Plan to any non-employee director who declines receipt of such shares or whose compensation as a non-employee director is otherwise determined by written agreement between the Company and the non-employee director.

5.  	Shares Available	
 
The number of shares of Common Stock which shall be available for issuance under the Plan shall be 100,000, subject to adjustment as provided in paragraph 8. The shares of Common Stock available for issuance under the Plan may be authorized and unissued shares or treasury shares.

6.  	Term	
 
The Plan shall be effective as of the date of the Company’s 2009 Annual Meeting of Stockholders, provided the Plan is approved by the Company’s stockholders at such meeting. Unless earlier terminated

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by the Board pursuant to the provisions of the Plan, the Plan shall expire when all of the shares of Common Stock available for issuance under the Plan have been issued. The expiration of the Plan shall not adversely affect any rights of any Participant, without such Participant’s consent.

7.  	Shares Issued Under the Plan	
 
(a) Shares of Common Stock will be issued to Participants on a quarterly basis, in advance (as of the first business day of the quarter), as compensation in whole or in part for the Participants’ service on the Board during the quarter. Shares will be issued in such amounts as the Board shall determine from time to time in its discretion. The number of shares to be issued to a Participant will be prorated as applicable for the quarter in which the Participant joins the Board and the quarter in which the Participant is scheduled to retire or resign from the Board, but shares actually issued under the Plan to a Participant shall not be subject to forfeiture or cancellation for any reason.
 
(b) Each share of Common Stock issued under the Plan shall be non-transferable until the later of later of two years after its issuance or six months after the Participant’s cessation of service on the Board; provided, however, that upon a Participant’s death, whether in office or after his or her service as a director ceases, any restrictions on transferability imposed hereunder shall lapse.
 
(c) Participants shall be entitled to all of the rights of stockholders with respect to shares issued under the Plan, including, but not by way of limitation, the right to vote such shares, the right to receive dividends and the right to reinvest dividends into additional shares of Common Stock. Shares acquired by reinvesting dividends are not subject to the transferability restrictions in paragraphs 7(b) and/or 8.
 
(d) Shares of Common Stock issued under the Plan may be evidenced in such manner as the Board deems appropriate, including, without limitation, book-entry registration or issuance of a stock certificate or certificates.

8.  	Adjustment of Shares Available	
 
(a)  Changes in Stock.   In the event of changes in the Common Stock by reason of a Common Stock dividend, stock split, reverse stock split or other combination, appropriate adjustment shall be made by the Board in the aggregate number of shares available under the Plan and in the rate of payment of shares under the Plan. Such proper adjustment as may be deemed equitable may be made by the Board in its discretion to give effect to any other change affecting the Common Stock. Any shares of Common Stock or other securities acquired by a Participant as a dividend shall (i) be deemed to have been acquired at the same time as the securities on which the dividend or, if more than one, the initial dividend was paid, and (ii) be subject to the same terms and conditions, including restrictions on transfer, that apply to the securities on which the dividend or, if more than one, the initial dividend was paid. Any shares of Common Stock or other securities acquired by a Participant pursuant to a stock split, reverse stock split or other combination shall (i) be deemed to have been acquired at the same time as the securities involved in the stock split, reverse stock split or other combination, and (ii) be subject to the same terms and conditions, including restrictions on transfer, that apply to the securities involved in the stock split, reverse stock split or other combination.
 
(b)  Changes in Capitalization.   In case of a merger or consolidation of the Company with another corporation, a reorganization of the Company, a reclassification of the Common Stock of the Company, a spinoff of a significant asset or other changes in the capitalization of the Company, appropriate provision may be made with respect to shares of Common Stock issued under the Plan for (i) the substitution, on an equitable basis, of appropriate stock or other securities or other consideration to which holders of Common Stock of the Company will be entitled pursuant to such transaction or succession of transactions, or (ii) adjustment in the number of shares issuable pursuant to the Plan and in the rate of payment of shares under the Plan, in each case as deemed appropriate by the Committee. Any securities acquired by a Participant pursuant to this paragraph shall (i) be deemed to have been acquired at the same time as the securities surrendered in or otherwise subject to the transaction or succession of transactions described in this paragraph, and (ii) be subject to the same terms and conditions, including restrictions on transfer, that apply to the securities surrendered in or otherwise subject to such transaction or succession of transactions.

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9.  	Regulatory Approvals and Listings	
 
Notwithstanding anything contained in this Plan to the contrary, the Company shall have no obligation to issue or deliver shares of Common Stock prior to (a) the obtaining of any approval from any governmental agency which the Company shall, in its sole discretion, determine to be necessary or advisable, (b) the admission of such shares to listing on the stock exchange on which the Common Stock may be listed, and (c) the completion of any registration or other qualification of said shares under any state or federal law or ruling of any governmental body which the Company shall, in its sole discretion, determine to be necessary or advisable.

10.  	No Right to Continued Service on Board	
 
Participation in the Plan shall not give any Participant any right to remain on the Board.

11.  	Other Compensation of Non-Employee Directors	
 
The Plan is not the only means of compensating Participants for their service on the Board. The Board may provide, outside of the Plan, for payment of non-equity compensation for such service, including cash, on terms and in amounts as determined by the Board in its discretion. The Board also may continue to issue shares of Common Stock under the 1997 Retainer Policy until the shares available under that approval are exhausted. The 1997 Retainer Policy is hereby amended so as to provide that all restrictions on the transferability of shares ever issued under the 1997 Retainer Policy shall lapse upon the death of the holder of those shares.

12.  	Amendment	
 
The Board may suspend or terminate the Plan at any time. In addition, the Board may, from time to time, amend the Plan in any manner, provided however, that any such amendment shall be subject to stockholder approval (i) at the discretion of the Board and (ii) to the extent that shareholder approval may be required by law or under the applicable requirements of any exchange on which the Common Stock is listed to trade. Notwithstanding the foregoing, the Board may not amend the Plan in any manner that would either (i) result in the imposition of an additional tax under section 409A of the Code on any Participant, or (ii) adversely affect any Participant with respect to shares already issued under the Plan, without that Participant’s consent.

13.  	No Right, Title or Interest in Company Assets	
 
To the extent any person acquires a right to receive payments from the Company under this Plan, such rights shall be no greater than the rights of an unsecured creditor of the Company.

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THIS PROXY WILL BE VOTED AS DIRECTED, OR IF NO DIRECTION IS INDICATED, WILL BE VOTED “FOR” ITEMS 1 THROUGH 3.
 	 	 	 	 	
 	 	Please mark	 	 	
 	 	your votes as
indicated in
this example	 	ý	

 	 	 	 	 	 	 	 	 	 	 	 	 	 	 		
  	 	FOR	 	WITHHOLD	 	 	 	 	 	 	 	 	 	 		
 	 	ALL	 	ALL	 	EXCEPTIONS	 	 	 	FOR	 	AGAINST	 	ABSTAIN		
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 		
1. ELECTION OF DIRECTORS	o	 	o	 	o	 	2.   Vote to ratify PricewaterhouseCoopers LLP as our independent registered public accounting firm	 	o	 	o	 	o		
Nominees:	 	 	 	 	 	 	 	 	 	 	 	 	 	 		
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 		
 	 	 	 	 	 	 	 	3.   Vote to approve the 2009 Non-Employee Director Equity Compensation Plan	 	 	 	 	 	 		
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 		
01 R. Don Cash	 	 	 	 	 	 	 	 	 	 	 	 	 	 		
02 Step hen E. Ewing	 	 	 	 	 	 	 	 	 	 	 	 	 	 		
03 George L. Mazanec	 	 	 	 	 	 	 	 	 	 	 	 	 	 		
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 		
INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark the	 	 	 	 	 	 	 	 		
“Exceptions” box above and write the nominee name(s) in the space provided below.	 	 	 	 	 	 	 	 		

 	 	 	 	 	 	 	 	 	 	 	 	 	 	 		
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 		
 	 	 	 	 	 	 	 	Will Attend
Meeting    	 	o	 	 	 	 		

 	 	 	 	 	 	 	 	 	 	 	 	 	 		
 	 	 	 	 	 	 	 	     Mark Here for Address
     Change or Comments      
     SEE REVERSE 
o	 	 	 	 	 	 		

Signature  	 	 	 	Signature  	 	 	 	Date  	 	 	
	 	 	 	 	 	 	 	
NOTE: Please sign as name appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such.
 
5 FOLD AND DETACH HERE 5
WE ENCOURAGE YOU TO TAKE ADVANTAGE OF INTERNET OR TELEPHONE VOTING,
BOTH ARE AVAILABLE 24 HOURS A DAY, 7 DAYS A WEEK.
Internet and telephone voting are available through 11:59 PM Eastern Time
the day prior to annual meeting day.

 
Important notice regarding the Internet availability of
proxy materials for the Annual Meeting of Stockholders
The Proxy Statement and the 2008 Annual Report to Stockholders are available at:
http://proxy.nationalfuelgas.com
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INTERNET
http:/ www.eproxy.com/nfg
Use the Internet to vote your proxy. Have your proxy card in hand when you access the web site .
OR

TELEPHONE
1-866-580-9477
Use any touch-tone telephone to vote your proxy. Have your proxy card in hand when you call.
If you vote your proxy by Internet or by telephone, you do NOT need to mail back your proxy card.
To vote by mail, mark, sign and date your proxy card and return it in the enclosed postage-paid envelope.
Your Internet or telephone vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card.

   

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PROXY
NATIONAL FUEL GAS COMPANY
Annual Meeting of Stockholders — March 12, 2009
 THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY
     The undersigned hereby appoints P.C. Ackerman and P.M. Ciprich, and each of them, with power to act without the other and with power of substitution, as proxies and attorneys-in-fact and hereby authorizes them to represent and vote, as provided on the other side, all the shares of National Fuel Gas Common Stock which the undersigned is entitled to vote, and, in their discretion, to vote upon such other business as may properly come before the Annual Meeting of Stockholders of the Company to be held March 12, 2009 or at any adjournment or postponement thereof, respecting (i) matters of which the Company did not have timely notice but that may be presented at the meeting; (ii) approval of the minutes of the prior meeting; (iii) the election of any person as a director if a nominee is unable to serve or for good cause will not serve; (iv) any shareholder proposal omitted from the enclosed proxy statement pursuant to Rule 14a-8 or 14a-9 of the Securities and Exchange Commission’s proxy rules; and (v) all matters incident to the conduct of the meeting. This proxy may be revoked with the Secretary of the meeting as described in the Proxy Statement.
(Continued and to be marked, dated and signed, on the other side)

			
Address Change/Comments	
(Mark the corresponding box on the reverse side)	

 	 	 	

 	 	 	

 	 	BNY MELLON SHAREOWNER SERVICES	
 	 	P.O. BOX 3550	
 	 	SOUTH HACKENSACK, NJ 07606-9250	

5 FOLD AND DETACH HERE 5
Employee Benefit Plans. This card also provides voting instructions for shares held in the National Fuel Gas Company Employee Stock Ownership Plans and the National Fuel Gas Company Tax-Deferred Savings Plans. If you are a participant in any of these plans and have shares of the Common Stock of the Company allocated to your account under these plans, please read the following authorization to the Trustee of those plans as to the voting of such shares.
Trustee’s Authorization. The undersigned on the reverse side of this card authorizes and instructs Vanguard Fiduciary Trust Company as Trustee of the National Fuel Gas Company Tax-Deferred Savings Plans and the National Fuel Gas Company Employee Stock Ownership Plans to vote all shares of the Common Stock of the Company allocated to the undersigned’s account under such plan(s) (as shown on the reverse side) at the Annual Meeting, or at any adjournment thereof, in accordance with the instructions on the reverse side. All shares of Company stock for which the Trustee has not received timely directions shall be voted or exercised by the Trustee in the same proportion as the shares of Company Stock for which the Trustee received timely directions, except in the case where to do so would be inconsistent with the provisions of Title I of ERISA. You may revoke your instructions by notice to the Trustee as described on the first page of the enclosed Proxy Statement.
This proxy, when properly executed, will be voted as directed by the stockholder. See below for important provisions and additional instructions.
Incomplete Directions and Instructions. If this card is returned signed but without directions marked for one or more items, regarding the unmarked items, you are instructing the Trustee and granting the Proxies discretion to vote FOR items 1, 2, and 3.
This proxy may be revoked with the Secretary of the meeting as described in the Proxy Statement.
THIS PROXY/VOTING CARD IS CONTINUED ON THE REVERSE SIDE. PLEASE VOTE BY TELEPHONE, INTERNET OR SIGN ON THE REVERSE SIDE AND RETURN PROMPTLY.

 	
Choose MLink SM for fast, easy and secure 24/7 online access to your future proxy materials, investment plan statements, tax documents and more. Simply log on to Investor ServiceDirect ® at www.bnymellon.com/shareowner/isd where step-by-step instructions will prompt you through enrollment.	
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