On December 6, 2006, the Compensation Committee of the Board of Directors of National Fuel Gas Company (the “Company”) approved amendments to the National Fuel Gas Company and Participating Subsidiaries Executive Retirement Plan (the “Plan”). The Plan is a nonqualified, noncontributory, defined-benefit retirement plan for certain senior executives of the Company or its subsidiaries. Originally established in 1987, the Plan is intended to constitute an unfunded deferred compensation plan under the Employee Retirement Income Security Act of 1974, as amended. The Company maintains the Plan for the purpose, among other things, of attracting and retaining executives.

The Compensation Committee amended the Plan to comply with the requirements of Section 409A of the Internal Revenue Code, and to eliminate a lump sum payment option under which a participant could elect to be paid his or her benefits in a single lump sum shortly after retirement. In addition, language in the Plan relating to a “Qualifying Member” has been eliminated.

None of the amendments to the Plan will result in an increase in the cost to the Company of providing benefits thereunder. The amendments are effective January 1, 2007.

The Plan provides participants with a two-part benefit: a “top hat” benefit, which restores certain benefits that cannot be provided under the Company’s basic tax-qualified retirement plan (the “Basic Plan”) due to tax law limitations or to participants’ past participation in the Company’s deferred compensation plan; and a “supplemental” benefit, which provides incremental retirement benefits for participants who stay with the Company until at least age 55.

The top hat benefit vests on the same terms as the benefit under the Basic Plan. The supplemental benefit vests on the latter of (i) the first of the month coinciding with or immediately following the participant’s 55th birthday or (ii) the date on which the participant has completed five years of service with the Company. A participant who does not satisfy the requirements to vest in the top hat benefit prior to the date his or her retirement receives no benefit under the Plan. A participant who vests in the top hat benefit but not the supplemental benefit receives only the top hat benefit. A participant who vests in both the top hat benefit and the supplemental benefit and who retires after attaining age 55 receives the top hat benefit and a portion or all of the supplemental benefit, depending on age at retirement.

As amended, the default form of payment under the Plan is a four-year certain annuity, which provides that the participant will receive his or her entire benefit over a period of four years. Other payment options are (i) a single life annuity for the participant’s lifetime payable in equal monthly installments, (ii) an annuity in monthly installments for ten years from the participant’s retirement, and for life thereafter if the participant survives the ten-year period, and (iii) a joint and survivor annuity so that the participant receives a monthly installment for the duration of the participant’s life and the participant’s beneficiary receives a monthly installment for the duration of his or her life in an amount that is either 50% or 100% of the participant’s monthly installment, as elected by the participant.

The following table shows annual 50% joint and survivor life annuity benefits payable under the Plan to eligible officers retiring at the normal retirement age of 65 with a spouse of the same age. Forms of benefit payment other than the 50% joint and survivor life annuity, or retirement at an age earlier than 65, would result in different annual benefits to eligible officers.

EXECUTIVE RETIREMENT PLAN TABLE

Estimated Annual Benefit Under Executive Retirement Plan

For Years Of Benefit Service Credited(1)

Remuneration

(2)(3)

__________

In addition, on December 6, 2006, the Compensation Committee approved long-term performance incentives under the National Fuel Gas Company Performance Incentive Program (the “Program”). The Committee established levels of performance at which 50%, 100%, 150% and 200% of the Target Incentive will be payable, as set forth below. For performance levels between established levels, a portion of the Target Incentive will be payable as determined by mathematical interpolation.

The Committee designated a Performance Period of October 1, 2006 to September 30, 2009. The Performance Condition is the Company’s total return on capital as compared to that of a group of peer companies. Payment will be made in accordance with the Program if the Company achieves performance as detailed below:

For the October 1, 2006 to September 30, 2009 Performance Period, the Committee approved the following Target Incentives for the named executive officers of the Company: P. C. Ackerman, $774,000; D. F. Smith, $385,000; and R. J. Tanski, $308,750.