CONTINGENT

                                BENEFIT AGREEMENT

         WHEREAS:

                  1.  Bernard  J.  Kennedy  (hereinafter  the  "Executive")  and
National  Fuel  Gas  Company   (hereinafter,   with  any  of  its  subsidiaries,
collectively  called  the  "Company"),  are  parties to a certain  Split  Dollar
Insurance  Agreement dated August 28, 1991, which has been amended by agreements
dated  April 19,  1993 and March  15,  1994,  and will be  further  amended  and
restated in its entirety by an Agreement  executed  contemporaneously  with this
Agreement (the "Restated Agreement").

                  2. By entering into the Restated  Agreement,  the Executive is
agreeing to a substantial  reduction in the benefit to which he (or in the event
of his  death,  his  beneficiaries)  would  have been  entitled  under the prior
agreement in effect between the Company and the Executive.

                  3.  The  parties   entered  into  these   Agreements   on  the
understanding  that federal law governing the taxation of split dollar insurance
plans  provides that neither the build-up of cash value within a life  insurance
policy  subject  to such a plan nor the  death  benefit  of any such  policy  is
included in the taxable income of the insured or any beneficiary of the policy.

                  4. The parties agree that certain  benefits should be provided
to the Executive or to the  Beneficiary of the policies  subject to the Restated
Agreement in the event of a substantial change in the law governing the taxation
of split dollar insurance plans during the term of the Restated Agreement.

                  NOW,  THEREFORE,  in consideration  of the promises  contained
herein  and  in  the  Restated   Agreement,   and  other  good  and   sufficient
consideration, the parties agree as follows:

                  A. If the federal law  governing  the taxation of split dollar
insurance  plans changes  substantially  before the  termination of the Restated
Agreement,  such that the Executive must take into taxable income any portion of
the annual  increment  in the cash value of any policy  subject to the  Restated
Agreement,  the  Company  hereby  agrees to pay to the  Executive  the  Gross-up
Amount, as hereinafter  defined. For each taxable year, the Gross-up Amount will
be the amount  that will result in the  Executive  receiving  the same  economic
benefit from the Company, after state and federal income taxes, as the Executive
would have  received in such year if his taxable  income did not include  either
the Gross-up Amount or any portion of such annual increment in value.

                  B.  If  the  Executive  dies  before  the  termination  of the
Restated Agreement,  and if by reason of a substantial change in federal tax law
any portion of the death benefit  payable upon the  Executive's  death under any
policy  subject to the Restated  Agreement is included in the taxable  income of
the beneficiary or  beneficiaries  of such policy,  the Company agrees to pay to
such beneficiary or beneficiaries a Beneficiary  Gross-up Amount, as hereinafter
defined. With respect to each such beneficiary,  the Beneficiary Gross-up Amount
is the  amount  that will  result in  receipt  by such  beneficiary  of the same
amount,  after state and federal  income taxes,  as the  beneficiary  would have
received  if the  beneficiary's  taxable  income  did  not  include  either  the
Beneficiary Gross-up Amount or any portion of such death benefit.

                  C.  This  Agreement  is  binding  upon  the  Company  and  the
Executive  and  their  legal  representatives,   successors,  beneficiaries  and
assigns.  In the  event  that  the  Company  becomes  a  party  to  any  merger,
consolidation  or  reorganization,  this Agreement will remain in full force and
effect as an obligation of the Company or its successors in interest.

                  IN WITNESS  WHEREOF,  the parties have executed this Agreement
on the dates set opposite their respective signatures.

Date signed June 15, 2000                    /s/Bernard J. Kennedy
                                             ----------------------------------
                                              Bernard J. Kennedy


                                                NATIONAL FUEL GAS COMPANY


Date signed June 15, 2000                       By: /s/Philip C. Ackerman
                                                    -------------------------
                                                    Philip C. Ackerman
                                                    President