EX-1 2 exhibitone.htm EXHIBIT 1 exhibitone.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing
  EXHIBIT 1 
  
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    checkmark in box]    Vote Each White Proxy Card You Receive 
 
 
         Form 10-K (2007    As you know, the hedge fund New Mountain Vantage Advisers, 
           Fiscal Year)    L.L.C. (“New Mountain”) has launched a disruptive proxy contest 
         Proxy Statement    to propose its own slate of directors to serve on the Board of 
           (2007 Fiscal Year)    National Fuel Gas Company. We believe that, if New Mountain’s 
         Bios for National    candidates are elected, they will propose a course of action that 
           Fuel’s Nominees to    may serve New Mountain’s interests, but would harm the 
           the Board of    majority of our shareholders. 
           Directors     
         2008 Annual    We believe that the persons New Mountain has nominated to 
           Meeting of    serve on your Board of Directors are not only lacking in any real 
           Shareholders    experience in managing the kinds of assets that comprise your 
         Learn More    Company, but that they are committed to advancing strategies for 
        your Company that, at best, favor their short-term interests and 
        not the interests of the majority of our shareholders. For more 
[x]           [Logo-Red    information, see the “Learn More” section below. 
           checkmark in box]     
           Vote Now    We urge you to vote for the Company’s nominees to your 
        Board of Directors by using your WHITE proxy card or 
        clicking on the “Vote Now” link below to preserve your 
        Board’s disciplined and knowledge-based approach to 
        developing the assets of your Company, while providing 
        superior returns and opportunity for continued growth. We 
        urge you not to sign any blue proxy cards you receive from 
        New Mountain. 
 
        Sincerely, 
 
        /s/ Phil Ackerman 
        Phil Ackerman 
        Chairman and Chief Executive Officer 
 
        /s/ Dave Smith 
        Dave Smith 
        President and Chief Operating Officer 
 
        /s/ Ron Tanski 
        Ron Tanski 
        Treasurer and Principal Financial Officer 


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    Vote Now 
 
Learn More 
 
             Shareholder Letter (1/11/08) 
             Shareholder Information Paper (1/11/08) 
             Presentation to Employees and Retirees (1/08) 
             Shareholder Letter (12/28/07) 
             Petition Filed with NYS PSC (12/19/07) 
             Slide Presentation: Response to New Mountain 
    (12/12/07) 
             Letter to New Mountain (12/11/07) 
             Fiscal Year 2007 Year End Presentation (11/26/07) 
             Petition Filed with PA PUC (11/08/07) 
             Fiscal Year 2007 4thQ earnings (11/08/07) 
 
 
 
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Important!
 
             Regardless of how many shares you own, your vote is 
    very important. Please sign, date and mail the enclosed 
    WHITE proxy card. 
             Please vote each WHITE proxy card you receive since 
    each account must be voted separately. Only your latest 
    dated proxy counts. We urge you NOT to sign any Blue 
    proxy card sent to you by New Mountain. 
             Even if you have sent a Blue proxy card to New 
    Mountain, you have every right to change your vote. 
    You may revoke that proxy, and vote as recommended by 
    management by signing, dating and mailing the enclosed 
    WHITE proxy card in the enclosed envelope. 
             If your shares are registered in your own name, please 
    sign, date and mail the enclosed WHITE proxy card in the 
    postage-paid envelope provided today. You may also vote 
    via the Internet or by telephone by following the voting 
    instructions on the WHITE proxy card. 
             If your shares are held in the name of a brokerage firm 
    or bank nominee, please sign, date and mail the enclosed 


    WHITE proxy card in the postage paid envelope to give 
    your broker or bank specific instructions on how to vote 
    your shares. Depending upon your broker or custodian, 
    you may be able to vote either by toll-free telephone or by 
    the Internet. Please refer to the enclosed voting form for 
    instructions on how to vote electronically. You may also 
    vote by signing, dating and returning the enclosed voting 
    form. 
 
If you have any questions on how to vote your shares, please call 
our proxy solicitor: 
Morrow & Co., LLC 
(800) 252-2959 
 
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IMPORTANT INFORMATION AND WHERE TO FIND IT 
In connection with its 2008 Annual Meeting, National Fuel Gas 
Company has filed a definitive proxy statement, WHITE proxy 
card and other materials with the U.S. Securities and Exchange 
Commission (“SEC”). We urge investors to read the proxy 
statement and these other materials carefully when they become 
available, because they contain important information about 
National Fuel Gas Company and the matters to be considered at 
its annual meeting. Investors may contact Morrow & Co., LLC, 
National Fuel Gas Company’s proxy advisor for the 2008 Annual 
Meeting, at (800) 252-1959 or by email at 
nfginfo@morrowco.com. Investors may also obtain a free copy 
of the proxy statement and other relevant documents as well as 
other materials filed with the SEC concerning National Fuel Gas 
Company at the SEC’s website at http://www.sec.gov. Free 
copies of National Fuel Gas Company’s SEC filings are also 
available on National Fuel Gas Company’s website at 
http://www.nationalfuelgas.com. These materials and other 
documents may also be obtained for free from: Secretary, 
National Fuel Gas Company, 6363 Main Street, Williamsville, 
New York 14221, (716) 857-7000. 
 
CERTAIN INFORMATION REGARDING PARTICIPANTS 
IN THE SOLICITATION 
National Fuel Gas Company and its directors are, and certain of 
its officers and employees may be deemed to be, participants in 
the solicitation of proxies from National Fuel Gas Company’s 
stockholders with respect to the matters considered at National 


Fuel Gas Company’s 2008 Annual Meeting. Information 
regarding these directors, and these certain officers and 
employees, is included in the definitive proxy statement on 
Schedule 14A filed with the SEC on January 11, 2008, and on 
National Fuel Gas Company's website at 
http://www.nationalfuelgas.com. Security holders can also obtain 
information with respect to the identity of the participants and 
potential participants in the solicitation and a description of their 
direct or indirect interests, by security holdings or otherwise, for 
free, by contacting: Secretary, National Fuel Gas Company, 6363 
Main Street, Williamsville, New York 14221, (716) 857-7000. 
More detailed information with respect to the identity of the 
participants, and their direct or indirect interests, by security 
holdings or otherwise, will be set forth in the proxy statement and 
other materials to be filed with the SEC in connection with 
National Fuel Gas Company’s 2008 Annual Meeting. 
 
FORWARD-LOOKING STATEMENTS
 
This document contains “forward-looking statements” as defined 
by the Private Securities Litigation Reform Act of 1995. 
Forward-looking statements are all statements other than 
statements of historical fact, including, without limitation, 
statements regarding future prospects, plans, performance, capital 
structure and business structure, and anticipated or potential 
capital expenditures, acquisitions or dispositions, as well as 
statements that are identified by the use of the words 
“anticipates,” “estimates,” “expects,” “forecasts,” “intends,” 
“plans,” “predicts,” “projects,” “believes,” “seeks,” “will,” and 
“may” and similar expressions. Forward-looking statements 
involve risks and uncertainties which could cause actual results or 
outcomes to differ materially from those expressed in the 
forward-looking statements. The Company’s expectations, 
beliefs and projections are expressed in good faith and are 
believed by the Company to have a reasonable basis, but there can 
be no assurance that management’s expectations, beliefs or 
projections will result or be achieved or accomplished. In 
addition to other factors and matters discussed elsewhere herein, 
the following are important factors that could cause actual results 
to differ materially from those discussed in the forward-looking 
statements: changes in economic conditions, including economic 
disruptions caused by terrorist activities, acts of war or major 
accidents; changes in demographic patterns and weather 
conditions, including the occurrence of severe weather such as 
hurricanes; changes in the availability and/or price of natural gas 
or oil and the effect of such changes on the accounting treatment 
of derivative financial instruments or the valuation of the 


Company’s natural gas and oil reserves; uncertainty of oil and gas 
reserve estimates; ability to successfully identify, drill for and 
produce economically viable natural gas and oil reserves; 
significant changes from expectations in the Company’s actual 
production levels for natural gas or oil; changes in the availability 
and/or price of derivative financial instruments; changes in the 
price differentials between various types of oil; inability to obtain 
new customers or retain existing ones; significant changes in 
competitive factors affecting the Company; changes in laws and 
regulations to which the Company is subject, including changes 
in tax, environmental, safety and employment laws and 
regulations; governmental/regulatory actions, initiatives and 
proceedings, including those involving acquisitions, financings, 
rate cases (which address, among other things, allowed rates of 
return, rate design and retained gas), affiliate relationships, 
industry structure, franchise renewal, and environmental/safety 
requirements; unanticipated impacts of restructuring initiatives in 
the natural gas and electric industries; significant changes from 
expectations in actual capital expenditures and operating expenses 
and unanticipated project delays or changes in project costs or 
plans; the nature and projected profitability of pending and 
potential projects and other investments, and the ability to obtain 
necessary governmental approvals and permits; occurrences 
affecting the Company’s ability to obtain funds from operations, 
from borrowings under our credit lines or other credit facilities or 
from issuances of other short-term notes or debt or equity 
securities to finance needed capital expenditures and other 
investments, including any downgrades in the Company’s credit 
ratings; ability to successfully identify and finance acquisitions or 
other investments and ability to operate and integrate existing and 
any subsequently acquired business or properties; impairments 
under the SEC’s full cost ceiling test for natural gas and oil 
reserves; significant changes in tax rates or policies or in rates of 
inflation or interest; significant changes in the Company’s 
relationship with its employees or contractors and the potential 
adverse effects if labor disputes, grievances or shortages were to 
occur; changes in accounting principles or the application of such 
principles to the Company; the cost and effects of legal and 
administrative claims against the Company; changes in actuarial 
assumptions and the return on assets with respect to the 
Company’s retirement plan and post-retirement benefit plans; 
increasing health care costs and the resulting effect on health 
insurance premiums and on the obligation to provide post- 
retirement benefits; or increasing costs of insurance, changes in 
coverage and the ability to obtain insurance. The Company 
disclaims any obligation to update any forward-looking 


statements to reflect events or circumstances after the date hereof.