-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TFLWn+4/6g+kJATCBLjtYGpFKhrWCT2IPmHs3p+4S5PBwIZxXgjgGgdIOYDZ/Cg/ tciB+wX77oUon8Xkg2k23A== 0000950120-96-000082.txt : 19960517 0000950120-96-000082.hdr.sgml : 19960517 ACCESSION NUMBER: 0000950120-96-000082 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 11 REFERENCES 429: 033-49401 FILED AS OF DATE: 19960515 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL FUEL GAS CO CENTRAL INDEX KEY: 0000070145 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS DISTRIBUTION [4924] IRS NUMBER: 131086010 STATE OF INCORPORATION: NJ FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-03803 FILM NUMBER: 96567438 BUSINESS ADDRESS: STREET 1: 10 LAFAYETTE SQ CITY: BUFFALO STATE: NY ZIP: 14203 BUSINESS PHONE: 7168576980 MAIL ADDRESS: STREET 2: 10 LAFAYETTE SQ CITY: BUFFALO STATE: NY ZIP: 14203 S-3 1 FORM S-3 OF NATIONAL FUEL GAS COMPANY REGISTRATION NO. 333- ================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------------------- FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ----------------------------- NATIONAL FUEL GAS COMPANY (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) ----------------------------- New Jersey 13-1086010 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER) 10 Lafayette Square Buffalo, New York 14203 (716) 857-7000 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) ----------------------------- PHILIP C. ACKERMAN ROBERT J. REGER SENIOR VICE PRESIDENT REID & PRIEST LLP 10 Lafayette Square 40 West 57th Street Buffalo, New York 14203 New York, New York 10019 (716) 857-7000 (212) 603-2204 (NAMES, ADDRESSES, INCLUDING ZIP CODES, AND TELEPHONE NUMBERS, INCLUDING AREA CODES, OF AGENTS FOR SERVICE) ----------------------------- It is respectfully requested that the Commission send copies of all orders, notices and communications to: TODD W. ECKLAND, ESQ. WINTHROP, STIMSON, PUTNAM & ROBERTS One Battery Park Plaza New York, New York 10004 (212) 858-1440 ----------------------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time after this Registration Statement becomes effective as determined by market conditions and other factors. ---------------------------- If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [x] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] ------------- If this Form is a post-effective amendment filed pursuant to Rule 462(b) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] ------- If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] CALCULATION OF REGISTRATION FEE ========================================================================= Title Proposed of each maximum Proposed class of aggregate maximum securities Amount price aggregate Amount of to be to be per offering registration registered registered unit(1) price(1) fee(2) ------------------------------------------------------------------------- Debt Securities..... $480,000,000 $ 100% $480,000,000 $165,518 ========================================================================= (1) Estimated solely for the purpose of calculating the registration fee. (2) Pursuant to Rule 429 under the Securities Act of 1933, the prospectus filed as part of this Registration Statement will be used as a combined prospectus in connection with this Registration Statement and Registration Statement File No. 33-49401. The aggregate principal amount of Debt Securities carried forward from Registration Statement File No. 33-49401 is $20,000,000. The amount of the filing fee associated with such Debt Securities that was previously paid with Registration Statement File No. 33-49401 was $6,250. THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. ========================================================================= PROSPECTUS ---------- Subject To Completion Dated May 15, 1996 $500,000,000 National Fuel Gas Company DEBT SECURITIES --------------- National Fuel Gas Company (Company) intends to offer from time to time debt securities consisting of one or more series of its Debentures and/or its Medium-Term Notes (New Debt Securities) aggregating up to $500,000,000 in principal amount, in each case on terms to be determined when the agreement to sell is made. For each issue of the New Debt Securities for which this Prospectus is being delivered (Offered Debt Securities), there will be an accompanying Prospectus Supplement (Prospectus Supplement) that will set forth the aggregate principal amount of New Debt Securities to be sold, the purchase price or prices, maturity or maturities, rate or rates and/or the method of determination of such rate or rates and time of payment of interest and any redemption terms or other specific terms of the New Debt Securities. The New Debt Securities may be sold directly by the Company or through agents designated from time to time or through underwriters or dealers. Offers to purchase New Debt Securities may be solicited, on a best efforts basis, from time to time by the agents on behalf of the Company. The names of any agents of the Company or any dealers or underwriters involved in the sale of the New Debt Securities in respect of which this Prospectus is being delivered, any applicable commissions or discounts and the proceeds to the Company with respect to such New Debt Securities will be set forth in the Prospectus Supplements. See "Plan of Distribution" for possible indemnification or contribution arrangements for agents, underwriters and dealers. --------------- THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR BY ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ---------------- The date of this Prospectus is , 1996. Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. AVAILABLE INFORMATION The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (Exchange Act), and in accordance therewith files reports and other information with the Securities and Exchange Commission (Commission). Such reports, proxy statements and other information filed by the Company with the Commission may be inspected and copied at the public reference facilities maintained by the Commission at 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C., and at the following Regional Offices of the Commission: New York Regional Office, 7 World Trade Center, 13th Floor, New York, New York; and Chicago Regional Office, 500 West Madison Street, Suite 1400, Chicago, Illinois. Copies of such material can also be obtained from the Public Reference Section of the Commission, 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549 at prescribed rates. Such reports, proxy statements and other information can also be inspected at the offices of the New York Stock Exchange, Inc., 20 Broad Street, New York, New York, on which certain of the Company's securities are listed. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents filed by the Company with the Commission are incorporated herein by reference: 1. Annual Report on Form 10-K for the year ended September 30, 1995. 2. Quarterly Reports on Form 10-Q for the quarters ended December 31, 1995 and March 31, 1996. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of the offering of the New Debt Securities shall be deemed to be incorporated by reference in this Prospectus and to be a part hereof from the date of filing of such documents; provided, however, that the documents enumerated above or subsequently filed by the Company pursuant to Section 13 or 15(d) of the Exchange Act prior to the filing of the Company's most recent Annual Report on Form 10-K with the Commission shall not be incorporated by reference in this Prospectus or be a part hereof from and after such filing of such Annual Report on Form 10-K. Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any other subsequently filed document which is deemed to be incorporated by reference herein or in the Prospectus Supplement modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. The Company undertakes to provide without charge to each person, including any beneficial owner, to whom a copy of this Prospectus has been delivered, on the written or oral request of any such person, a copy of any or all of the documents referred to above which have been or may be incorporated in this Prospectus by reference, other than exhibits to such documents (unless such exhibits are specifically incorporated by reference into such documents). Requests for such copies should be directed to: Curtis W. Lee, Esq., General Manager Finance, National Fuel Gas Company, 10 Lafayette Square, Buffalo, New York 14203, telephone (716) 857-7812. The information relating to the Company contained in this Prospectus or the Prospectus Supplement does not purport to be comprehensive and should be read together with the information contained in any or all documents which have been or may be incorporated in this Prospectus by reference. No person has been authorized to give any information or to make any representation not contained in this Prospectus or the Prospectus Supplement, and, if given or made, such information or representation must not be relied upon as having been authorized. Neither this Prospectus nor the Prospectus Supplement constitutes an offer to sell or a solicitation of an offer to buy any of the securities offered hereby in any jurisdiction to any person to whom it is unlawful to make such offer in such jurisdiction. Neither the delivery of this Prospectus or the Prospectus Supplement nor any sale made hereunder shall, under any circumstances, create any implication that the information contained herein or therein is correct as of any time subsequent to the date of such information. THE COMPANY The Company, a registered holding company under the Public Utility Holding Company Act of 1935, as amended, was organized under the laws of New Jersey in 1902. The mailing address of the Company is 10 Lafayette Square, Buffalo, New York 14203 and its telephone number is (716) 857-7000. The Company is engaged in the business of owning and holding all of the securities of National Fuel Gas Distribution Corporation, National Fuel Gas Supply Corporation, Seneca Resources Corporation (Seneca), Leidy Hub, Inc., Highland Land & Minerals, Inc., Data-Track Account Services, Inc., Horizon Energy Development, Inc., National Fuel Resources, Inc. and Utility Constructors, Inc. The Company and its subsidiaries comprise an integrated natural gas operation consisting of three major business segments: Utility Operation, which sells natural gas and provides natural gas transportation services through a local distribution system located in western New York and northwestern Pennsylvania; Pipeline and Storage, which is engaged in the storage and transportation of natural gas; and Exploration and Production, which is engaged in the exploration for, and purchase of, natural gas and oil reserves in the Gulf Coast of Texas and Louisiana, in California and in the Appalachian region of the United States. In addition to these three major business segments, the Company and its subsidiaries also engage in the marketing and brokering of natural gas, the performance of energy management services for utilities and end-users, the providing of various natural gas hub services, the investment in foreign and domestic energy projects, the marketing of timber and the operating of a sawmill and kiln operations. USE OF PROCEEDS Except as may otherwise be set forth in the Prospectus Supplement, the proceeds from the sale of the New Debt Securities may be used to reduce short-term indebtedness, to redeem or discharge higher cost indebtedness, to finance a portion of the System's capital expenditures, for corporate development purposes, including, without limitation, acquisitions made by or on behalf of the Company or its subsidiaries, and for other general corporate purposes. RATIO OF EARNINGS TO FIXED CHARGES The ratio of earnings to fixed charges for each of the years ended September 30, 1991-1995 and for the twelve months ended March 31, 1996 were 2.05, 2.46, 3.05, 3.52, 3.06 and 3.33, respectively. DESCRIPTION OF THE NEW DEBT SECURITIES AND THE INDENTURE The New Debt Securities will be issued under an indenture dated as of October 15, 1974, as supplemented by supplemental indentures thereto (Indenture), between the Company and The Bank of New York (formerly Irving Trust Company), as Trustee (Trustee). Reference is made to the Prospectus Supplement for the following terms (among others) of the Offered Debt Securities: (i) the designation, series and aggregate principal amount of the Offered Debt Securities; (ii) the percentage or percentages of the principal amount at which the Offered Debt Securities will be issued; (iii) the date or dates on which the Offered Debt Securities will mature; (iv) the rate or rates (which may be either fixed or variable), and/or the method of determination of such rate or rates, per annum at which the Offered Debt Securities will bear interest; (v) the times at which such interest will be payable; (vi) the denominations in which the Offered Debt Securities are authorized to be issued; and (vii) redemption terms or other specific terms of the Offered Debt Securities. Principal of, and premium, if any, and interest on, the Offered Debt Securities will be payable in New York City at the office or agency of the Company, which will initially be the principal office of the Trustee. The Indenture permits the issue thereunder of one or more additional series of debentures, subject to compliance with the requirements and limitations set forth in the Indenture and any indenture supplemental thereto. The term "Debentures" used under this section entitled "Description of the New Debt Securities and the Indenture" refers to all series of Debentures and/or Medium- Term Notes issued or issuable under the Indenture. The following statements are only an outline of the Indenture and are in all respects subject to the provisions of the Indenture. The particular provisions of the Indenture referred to below are incorporated herein by reference, and this description is qualified in its entirety thereby. NEGATIVE PLEDGE COVENANT. The Debentures are not secured by any lien, but the Indenture provides that, so long as any of the Debentures are outstanding, the Company will not subject any property to any lien to secure any indebtedness without simultaneously securing the Debentures equally and ratably, except that such restrictions shall not apply to (a) liens which do not exceed 60% of the purchase price of property acquired by the Company, which liens may be either (i) incurred by the Company pursuant to its acquisition of such property or (ii) previously existing on the property at the time of its acquisition by the Company, and, in either case, which shall include all extensions, renewals or refundings of such liens, or (b) the pledge of assets as security for contested tax assessments, as security for deposits with public bodies to entitle the Company to maintain self-insurance or to transact its business, or as security for a stay or discharge in the course of legal proceedings. (Indenture, Sec. 6.03.) RESTRICTION ON DISTRIBUTIONS. The Company covenants that, so long as any of the Debentures are outstanding, it will not pay any dividend or make any other distribution upon its capital stock or purchase any of its capital stock if the aggregate amount of all such dividends, distributions, and purchases subsequent to December 31, 1967 would exceed the consolidated net income of the Company and its subsidiaries available for dividends, determined as provided in the Indenture, since such date, plus $10,000,000, plus such additional amount as shall be authorized or approved, upon application by the Company, by the Commission, except that stock dividends and the acquisition of capital stock in exchange for or out of the proceeds of the issue of other capital stock are not restricted. (Indenture, Sec. 6.07.) Under these provisions as of March 31, 1996, $363,490,000 was available to pay dividends on capital stock. RESTRICTIONS WITH RESPECT TO STOCK OF SUBSIDIARIES. The Indenture defines a subsidiary as a corporation a majority of whose voting stock is owned by the Company directly or through other subsidiaries, and a restricted subsidiary as a corporation all of whose common stock and at least 75% of whose voting stock is owned by the Company directly or through other restricted subsidiaries. (Indenture, Secs. 1.18 and 1.20.) The Company covenants that, so long as any of the Debentures are outstanding, it will not itself sell or permit a restricted subsidiary to sell, other than to the Company or another restricted subsidiary, any common shares or voting shares of a restricted subsidiary, unless (i) all of the common shares and voting shares of such restricted subsidiary are sold, or (ii) the corporation whose shares are being sold will remain a restricted subsidiary after such sale, or (iii) after giving effect to such issue or sale, the total book value of securities other than United States Government securities and other than securities of the Company and its restricted subsidiaries, owned by the Company and its restricted subsidiaries, does not exceed 25% of the consolidated assets of the Company and its subsidiaries. The Company also covenants that it will not permit a subsidiary to issue or sell any voting shares unless, after giving effect thereto, such subsidiary shall remain a subsidiary. (Indenture, Sec. 6.04.) RESTRICTIONS WITH RESPECT TO FUNDED DEBT AND SUBSIDIARY PREFERRED STOCK. The Indenture, as amended, contains provisions designed to prohibit any increase in the amount of funded debt of the Company and its subsidiaries, and its subsidiary preferred stock, in each case outstanding other than in the hands of the Company or its subsidiaries, unless after giving effect to such increase (a) the sum of the funded debt of the Company and its subsidiaries, and of the subsidiary preferred stock, so outstanding, shall not exceed 60% of the consolidated assets of the Company and its subsidiaries, and (b) income available for interest and subsidiary preferred stock dividends (which includes operating revenues subject to refund at a future date) of the Company and its subsidiaries for any 12 consecutive months within the preceding 15 months has been at least two times the sum of the annual interest charges and dividend requirements on the consolidated debt of the Company and its subsidiaries and subsidiary preferred stock (at March 31, 1996 this coverage ratio was 4.66) (Indenture, Sec. 6.05, Third Supplemental, Sec. 7 and Sec. 8.); in addition, in the case of subsidiary funded debt or preferred stock, after giving effect to the transaction, the amount of funded debt and preferred stock of such subsidiary outstanding other than in the hands of the Company and its subsidiaries shall not exceed 60% of the total capitalization of such subsidiary, and the amount of funded debt and preferred stock of all subsidiaries so outstanding shall not exceed 15% of the consolidated assets of the Company and its subsidiaries. (Indenture, Sec. 6.06.) There is no restriction on incurrence or sale of additional funded debt which (i) is acquired by the Company or a subsidiary, (ii) subordinate to the Debentures as to payment of principal and interest on default or (iii) issued to refund other funded debt. (Indenture, Sec. 6.05.) The terms "consolidated debt", "funded debt" (generally indebtedness maturing more than one year from the date incurred) and "consolidated assets" are defined in the Indenture. (Indenture, Secs. 1.03, 1.08, and 1.04.) Provisions are contained in the Indenture requiring certain minimum depreciation and depletion charges. (Indenture, Sec. 1.10, Thirteenth Supplemental, Sec. 1.) MERGER, CONSOLIDATION, ETC. The Indenture , as amended, permits the Company to merge or consolidate with or transfer all or substantially all its assets to another corporation which assumes the obligations of the Company under the Debentures and the Indenture. (Indenture, Article XIII, Thirteenth Supplemental, Sec. 2.) MODIFICATION OF INDENTURE. The rights and obligations of the Company and of the holders of the Debentures are subject to modification at the request of the Company by supplemental indenture with the consent in writing of the holders of at least 66 2/3% in principal amount of outstanding Debentures, but if less than all series are directly affected by such modification, then only holders of at least 66 2/3% in principal amount of Debentures of all series directly affected shall be required to consent thereto, provided that no such modification shall extend the maturity of or reduce the principal of or the rate of interest or redemption premium on or otherwise modify the terms of payment of the principal of or interest or redemption premium on any Debenture or reduce the percentage of Debentures required to consent to any such modification without the express consent of the holders thereof. (Indenture, Articles VIII and XIV.) REDEMPTION. Reference is made to the Prospectus Supplement for the redemption terms of the Offered Debt Securities. DEFAULTS AND ACTION BY TRUSTEE. Defaults are defined as being: default in payment of principal; default for 60 days in payment of interest or of installments of funds for retirement of Debentures; certain defaults with respect to other agreements to which the Company is a party; certain events in bankruptcy, insolvency or reorganization; and default for 90 days after notice with respect to other covenants in the Indenture. (Indenture, Sec. 7.01.) The Trustee may withhold notice of default (except in payment of principal, interest or funds for retirement of Debentures) if it determines it is in the interests of the holders of the Debentures. (Indenture, Sec. 7.11.) Upon the occurrence of a default, the Trustee or holders of 25% of the Debentures may accelerate the maturity of the Debentures, but holders of 66 2/3% of the Debentures may, in any such case, annul such declaration and destroy its effect if such default has been cured. (Indenture, Sec. 7.02.) The Trustee has no obligation to advance its own funds or otherwise incur personal liability if there is reasonable ground for believing that repayment is not reasonably assured. (Indenture, Sec. 10.04.) Holders of a majority in principal amount of the Debentures have the right to direct the time, method, and place of conducting all proceedings for any remedy available to the Trustee. (Indenture, Sec. 7.07.) No holder may institute any suit, action or proceeding for the execution of any trust under the Indenture, or for the appointment of a receiver, or any other remedy under the Indenture, unless (1) such holder shall have given the Trustee written notice of a default, (2) the holders of 25% of the Debentures have requested the Trustee in writing to act and have offered the Trustee reasonable opportunity to act and the Trustee shall have declined or failed to act, and (3) in the event that the Trustee is entitled under the Indenture to security and indemnity against the costs, expenses, and liabilities to be incurred, they shall have offered such security and indemnity to the Trustee. The foregoing is not to impair the right of a holder of any Debenture to enforce payment of the principal of and interest on such Debenture on the respective due dates. (Indenture, Sec. 7.08 and 10.04.) The Company is required to furnish the Trustee an annual certificate as to the absence of default and compliance with the terms of the Indenture. (Indenture, Sec. 6.13.) EXPERTS The financial statements incorporated in this Prospectus by reference to the Company's most recent Annual Report on Form 10-K have been so incorporated in reliance on the report of Price Waterhouse LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting. The information incorporated in this Prospectus by reference to the Company's most recent Annual Report on Form 10-K relating to the oil and gas reserves of Seneca, which has been specifically attributed to Ralph E. Davis Associates, Inc., has been reviewed and verified by said firm and has been included herein in reliance upon the authority of said firm as an expert. LEGALITY The legality of the New Debt Securities will be passed upon for the Company by Reid & Priest LLP, 40 West 57th Street, New York, N.Y. 10019, and for the underwriters, dealers and/or agents by Winthrop, Stimson, Putnam & Roberts, One Battery Park Plaza, New York, N.Y. 10004. However, all matters of New Jersey law, including the incorporation of the Company, will be passed upon only by Stryker, Tams & Dill, Two Penn Plaza East, Newark, N.J. 07105. PLAN OF DISTRIBUTION The Company may sell the New Debt Securities in one or more series in any of three ways: (i) through underwriters or dealers; (ii) directly to a limited number of purchasers or to a single purchaser; or (iii) through agents. The Prospectus Supplement with respect to Offered Debt Securities will set forth the terms of the offering of such Offered Debt Securities, including the name or names of any underwriters, dealers or agents, the purchase price of such Offered Debt Securities and the proceeds to the Company from such sale, any underwriting discounts, agents' commissions and other items constituting underwriting compensation, any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers. Any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers may be changed from time to time. If underwriters are used in the sale, the New Debt Securities will be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions, including negotiated transactions, at the initial public offering price or at varying prices determined at the time of the sale. The New Debt Securities may be offered to the public either through underwriting syndicates represented by one or more managing underwriters or directly by one or more managing underwriters. The underwriter or underwriters with respect to Offered Debt Securities will be named in the Prospectus Supplement relating to such offering and, if an underwriting syndicate is used, the managing underwriter or underwriters will be set forth on the cover page of such Prospectus Supplement. Unless otherwise set forth in such Prospectus Supplement, the obligations of the underwriters to purchase such Offered Debt Securities will be subject to certain conditions precedent, and the underwriters will be obligated to purchase all such Offered Debt Securities if any are purchased. Offered Debt Securities may be sold directly by the Company or through agents designated by the Company from time to time. The Prospectus Supplement will set forth the name of any agent involved in the offer or sale of the Offered Debt Securities in respect of which such Prospectus Supplement is delivered as well as any commissions payable by the Company to such agent. Unless otherwise indicated in such Prospectus Supplement, any such agent will be acting on a reasonable best efforts basis for the period of its appointment. If so indicated in the Prospectus Supplement with respect to Offered Debt Securities, the Company will authorize agents, underwriters or dealers to solicit offers by certain specified institutions to purchase such Offered Debt Securities from the Company at the initial public offering price set forth in such Prospectus Supplement pursuant to delayed delivery contracts providing for payment and delivery on a specified date in the future. Such contracts will be subject to those conditions set forth in such Prospectus Supplement, and such Prospectus Supplement will set forth the commission payable for solicitation of such contracts. Agents, underwriters and dealers may be entitled under agreements entered into with the Company to indemnification by the Company against certain civil liabilities, including certain liabilities under the Securities Act of 1933, as amended, or to contribution by the Company with respect to payments which such agents, underwriters and dealers may be required to make in respect thereof. PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. S.E.C. Filing Fees............................ $165,518 Printing and Engraving Expenses*.............. 55,000 Accounting Fees and Expenses*................. 60,000 Legal Fees and Expenses* Reid & Priest, LLP....................... 205,000 Stryker, Tams & Dill (N.J. Counsel)...... 15,000 Winthrop, Stimson, Putnam & Roberts...... 143,500** Blue Sky Fees and Expenses*................... 7,500 Fees and Expenses of Trustee*................. 35,000 Rating Agency Fees*........................... 105,000 Miscellaneous*................................ 10,000 -------- Total Expenses*.......................... $801,518 ======== ----------------- * Estimated. ** In the case of certain underwritten offerings of a new series of Debentures, fees and expenses are to be paid by the underwriters. ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Article Ninth of the Company's Restated Certificate of Incorporation, as amended, provides as follows: "No director or officer of this corporation shall be personally liable to the corporation or any of its shareholders for monetary damages for breach of any duty owed to the corporation or any of its shareholders, except to the extent that such exemption from liability is not permitted under the New Jersey Business Corporation Act, as the same exists or may hereafter be amended, or under any revision thereof or successor statute thereto." Article II, Paragraph 8 of the By-Laws of the Company provides as follows: "A. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any pending, threatened or completed civil, criminal, administrative or arbitrative action, suit or proceeding, and any appeal therein and any inquiry or investigation which could lead to such action, suit or proceeding ("Proceeding") by reason of the fact that such person is or was a director or officer of the Corporation, or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, trustee, employee or agent of another foreign or domestic corporation, or of any partnership, joint venture, sole proprietorship, employee benefit plan, trust or other enterprise, whether or not for profit, to the fullest extent permitted and in the manner provided by the laws of the State of New Jersey. B. Nothing in this paragraph 8 shall restrict or limit the power of the Corporation to indemnify its employees, agents and other persons, to advance expenses (including attorneys' fees) on their behalf and to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation in connection with any Proceeding. C. The indemnification provided by this paragraph 8 shall not exclude any other rights to which a person seeking indemnification may be entitled under the Certificate of Incorporation, By-Laws, agreement, vote of shareholders or otherwise. The indemnification provided by this paragraph 8 shall continue as to a person who has ceased to be a director or officer, and shall extend to the estate or personal representative of any deceased director or officer." Section 14A:3-5 of the New Jersey Statutes Annotated provides: INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES (1) As used in this section, (a) "Corporate agent" means any person who is or was a director, officer, employee or agent of the indemnifying corporation or of any constituent corporation absorbed by the indemnifying corporation in a consolidation or merger and any person who is or was a director, officer, trustee, employee or agent of any other enterprise, serving as such at the request of the indemnifying corporation, or of any such constituent corporation, or the legal representative of any such director, officer, trustee, employee or agent; (b) "Other enterprise" means any domestic or foreign corporation, other than the indemnifying corporation, and any partnership, joint venture, sole proprietorship, trust or other enterprise, whether or not for profit, served by a corporate agent; (c) "Expenses" means reasonable costs, disbursements and counsel fees; (d) "Liabilities" means amounts paid or incurred in satisfaction of settlements, judgments, fines and penalties; (e) "Proceeding" means any pending, threatened or completed civil, criminal, administrative or arbitrative action, suit or proceeding, and any appeal therein and any inquiry or investigation which could lead to such action, suit or proceeding; and (f) References to "other enterprises" include employee benefit plans; references to "fines" include any excise taxes assessed on a person with respect to an employee benefit plan; and references to "serving at the request of the indemnifying corporation" include any service as a corporate agent which imposes duties on, or involves services by, the corporate agent with respect to an employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner the person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the corporation" as referred to in this section. (2) Any corporation organized for any purpose under any general or special law of this State shall have the power to indemnify a corporate agent against his expenses and liabilities in connection with any proceeding involving the corporate agent by reason of his being or having been such a corporate agent, other than a proceeding by or in the right of the corporation, if (a) such corporate agent acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation; and (b) with respect to any criminal proceeding, such corporate agent had no reasonable cause to believe his conduct was unlawful. The termination of any proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not of itself create a presumption that such corporate agent did not meet the applicable standards of conduct set forth in paragraphs 14A:3-5(2)(a) and 14A:3-5(2)(b). (3) Any corporation organized for any purpose under any general or special law of this State shall have the power to indemnify a corporate agent against his expenses in connection with any proceeding by or in the right of the corporation to procure a judgment in its favor which involves the corporate agent by reason of his being or having been such corporate agent, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation. However, in such proceeding no indemnification shall be provided in respect of any claim, issue or matter as to which such corporate agent shall have been adjudged to be liable to the corporation, unless and only to the extent that the Superior Court or the court in which such proceeding was brought shall determine upon application that despite the adjudication of liability, but in view of all circumstances of the case, such corporate agent is fairly and reasonably entitled to indemnity for such expenses as the Superior Court or such other court shall deem proper. (4) Any corporation organized for any purpose under any general or special law of this State shall indemnify a corporate agent against expenses to the extent that such corporate agent has been successful on the merits or otherwise in any proceeding referred to in subsections 14A:3-5(2) and 14A:3-5(3) or in defense of any claim, issue or matter therein. (5) Any indemnification under subsection 14A:3-5(2) and, unless ordered by a court, under subsection 14A:3-5(3), may be made by the corporation only as authorized in a specific case upon a determination that indemnification is proper in the circumstances because the corporate agent met the applicable standard of conduct set forth in subsection 14A:3-5(2) or subsection 14A:3-5(3). Unless otherwise provided in the certificate of incorporation or bylaws, such determination shall be made (a) by the board of directors or a committee thereof, acting by a majority vote of a quorum consisting of directors who were not parties to or otherwise involved in the proceeding; or (b) if such a quorum is not obtainable, or, even if obtainable and such quorum of the board of directors or committee by a majority vote of the disinterested directors so directs, by independent legal counsel, in a written opinion, such counsel to be designated by the board of directors; or (c) by the shareholders if the certificate of incorporation or bylaws or a resolution of the board of directors or of the shareholders so directs. (6) Expenses incurred by a corporate agent in connection with a proceeding may be paid by the corporation in advance of the final disposition of the proceeding as authorized by the board of directors upon receipt of an undertaking by or on behalf of the corporate agent to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified as provided in this section. (7) (a) If a corporation upon application of a corporate agent has failed or refused to provide indemnification as required under subsection 14A:3-5(4) or permitted under subsections 14A:3-5(2), 14A:3-5(3) and 14A:3-5(6), a corporate agent may apply to a court for an award of indemnification by the corporation, and such court (i) may award indemnification to the extent authorized under subsections 14A:3-5(2) and 14A:3-5(3) and shall award indemnification to the extent required under subsection 14A:3-5(4), notwithstanding any contrary determination which may have been made under subsection 14A:3-5(5); and (ii) may allow reasonable expenses to the extent authorized by, and subject to the provisions of, subsection 14A:3-5(6), if the court shall find that the corporate agent has by his pleadings or during the course of the proceeding raised genuine issues of fact or law. (b) Application for such indemnification may be made (i) in the civil action in which the expenses were or are to be incurred or other amounts were or are to be paid; or (ii) to the Superior Court in a separate proceeding. If the application is for indemnification arising out of a civil action, it shall set forth reasonable cause for the failure to make application for such relief in the action or proceeding in which the expenses were or are to be incurred or other amounts were or are to be paid. The application shall set forth the disposition of any previous application for indemnification and shall be made in such manner and form as may be required by the applicable rules of court or, in the absence thereof, by direction of the court to which it is made. Such application shall be upon notice to the corporation. The court may also direct that notice shall be given at the expense of the corporation to the shareholders and such other persons as it may designate in such manner as it may require. (8) The indemnification and advancement of expenses provided by or granted pursuant to the other subsections of this section shall not exclude any other rights, including the right to be indemnified against liabilities and expenses incurred in proceedings by or in the right of the corporation, to which a corporate agent may be entitled under a certificate of incorporation, bylaw, agreement, vote of shareholders, or otherwise; provided that no indemnification shall be made to or on behalf of a corporate agent if a judgment or other final adjudication adverse to the corporate agent establishes that his acts or omissions (a) were in breach of his duty of loyalty to the corporation or its shareholders, as defined in subsection (3) of N.J.S.14A:2-7, (b) were not in good faith or involved a knowing violation of law or (c) resulted in receipt by the corporate agent of an improper personal benefit. (9) Any corporation organized for any purpose under any general or special law of this State shall have the power to purchase and maintain insurance on behalf of any corporate agent against any expenses incurred in any proceeding and any liabilities asserted against him by reason of his being or having been a corporate agent, whether or not the corporation would have the power to indemnify him against such expenses and liabilities under the provisions of this section. The corporation may purchase such insurance from, or such insurance may be reinsured in whole or in part by, an insurer owned by or otherwise affiliated with the corporation, whether or not such insurer does business with other insureds. (10) The powers granted by this section may be exercised by the corporation, notwithstanding the absence of any provision in its certificate of incorporation or bylaws authorizing the exercise of such powers. (11) Except as required by subsection 14A:3-5(4), no indemnification shall be made or expenses advanced by a corporation under this section, and none shall be ordered by a court, if such action would be inconsistent with a provision of the certificate of incorporation, a bylaw, a resolution of the board of directors or of the shareholders, an agreement or other proper corporate action, in effect at the time of the accrual of the alleged cause of action asserted in the proceeding, which prohibits, limits or otherwise conditions the exercise of indemnification powers by the corporation or the rights of indemnification to which a corporate agent may be entitled. (12) This section does not limit a corporation's power to pay or reimburse expenses incurred by a corporate agent in connection with the corporate agent's appearance as a witness in a proceeding at a time when the corporate agent has not been made a party to the proceeding. Item 16. Exhibits. Exhibit Number Description of Exhibits ------ ----------------------- 1(a) - Form of Proposal and Purchase Agreement. 1(b) - Form of Sales Agency and/or Distribution Agreement. *4(a)(1) - Indenture dated as October 15, 1974, between the Company and The Bank of New York (formerly Irving Trust Company) (Exhibit 2(b), File No. 2-51796). *4(a)(2) - Third Supplemental Indenture dated as of December 1, 1982 to Indenture dated as of October 15, 1974, between the Company and The Bank of New York (formerly Irving Trust Company) (Exhibit 4(a)(4) in File No. 33-49401). *4(a)(3) - Tenth Supplemental Indenture dated as of February 1, 1992 to Indenture dated as of October 15, 1974, between the Company and The Bank of New York (formerly Irving Trust Company) (Exhibit 4(a)(11) in File No. 33-49401). *4(a)(4) - Eleventh Supplemental Indenture dated as of May 1, 1992 to Indenture dated as of October 15, 1974, between the Company and The Bank of New York (formerly Irving Trust Company) (Exhibit 4(a)(12) in File No. 33-49401). *4(a)(5) - Twelfth Supplemental Indenture dated as of June 1, 1992 to Indenture dated as of October 15, 1974, between the Company and The Bank of New York (formerly Irving Trust Company) (Exhibit 4(a)(13) in File No. 33-49401). *4(a)(6) - Thirteenth Supplemental Indenture dated as of March 1, 1993 to Indenture dated as of October 15, 1974, between the Company and The Bank of New York (formerly Irving Trust Company) (Exhibit 4(a)(14) in File No. 33-49401). *4(a)(7) - Fourteenth Supplemental Indenture dated as of July 1, 1993 to Indenture dated as of October 15, 1974 between the Company and the Bank of New York (formerly Irving Trust Company) (Exhibit 4.1, Form 10-K for fiscal year ended September 30, 1993 in File No. 1-3880). 4(b) - Form of Supplemental Indenture. 4(c) - Forms of New Debt Securities. 5(a) - Opinion of Reid & Priest LLP, Counsel for the Company. 5(b) - Opinion of Stryker, Tams & Dill, New Jersey Counsel for the Company. 12 - Computation of Ratio of Earnings to Fixed Charges. 23(a) - The consent of Price Waterhouse LLP. 23(b) - The consents of Reid & Priest LLP and Stryker, Tams & Dill are contained in their opinions filed as Exhibit 5(a) and Exhibit 5(b), respectively, to this Registration Statement. 23(c) - Consent of Ralph E. Davis Associates, Inc. 24 - The Power of Attorney is contained on the signature page of this Registration Statement. 25 - Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New York. ----------------------------- * Incorporated herein by reference as indicated. ITEM 17. UNDERTAKINGS. (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post- effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post- effective amendment any of the securities being registered which remain unsold at the termination of the offering. (4) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (b) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described under Item 15 above, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933, and will be governed by the final adjudication of such issue. POWER OF ATTORNEY EACH DIRECTOR AND/OR OFFICER OF THE REGISTRANT WHOSE SIGNATURE APPEARS BELOW HEREBY APPOINTS THE AGENTS FOR SERVICE NAMED IN THIS REGISTRATION STATEMENT, AND EACH OF THEM SEVERALLY, AS HIS ATTORNEY-IN-FACT TO SIGN IN HIS NAME AND ON HIS BEHALF, IN ANY AND ALL CAPACITIES STATED BELOW, AND TO FILE WITH THE COMMISSION, ANY AND ALL AMENDMENTS, INCLUDING POST-EFFECTIVE AMENDMENTS, TO THIS REGISTRATION STATEMENT, AND THE REGISTRANT HEREBY ALSO APPOINTS EACH SUCH AGENT FOR SERVICE AS ITS ATTORNEY- IN-FACT WITH THE AUTHORITY TO SIGN AND FILE ANY SUCH AMENDMENTS IN ITS NAME AND BEHALF. SIGNATURES PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF BUFFALO, STATE OF NEW YORK, ON THE 15th DAY OF MAY. NATIONAL FUEL GAS COMPANY By: /s/ B.J. Kennedy ------------------------------------ B.J. Kennedy (Chairman of the Board, President and Chief Executive Officer) PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATE INDICATED. Signature Title Date --------- ---- ---- /s/ B.J. Kennedy Chairman of the Board, May 15, 1996 ------------------------- President and Chief B.J. KENNEDY Executive Officer and (CHAIRMAN OF THE BOARD, Director PRESIDENT AND CHIEF EXECUTIVE OFFICER) /s/ P.C. Ackerman Senior Vice President, May 15, 1996 ------------------------ Principal Financial P.C. ACKERMAN Officer and Director (SENIOR VICE PRESIDENT) /s/ J.P. Pawlowski Treasurer and Principal May 15, 1996 ------------------------ Accounting Officer J.P. PAWLOWSKI (TREASURER) /s/ R.T. Brady ------------------------ Director May 15, 1996 R.T. BRADY /s/ D.N. Campbell ----------------------- Director May 15, 1996 D.N. CAMPBELL /s/ W.J. Hill Director May 15, 1996 ----------------------- W.J. HILL /s/ L.F. Kahl Director May 15, 1996 ----------------------- L.F. KAHL /s/ B.S. Lee Director May 15, 1996 ----------------------- B.S. LEE /s/ E.T. Mann Director May 15, 1996 ----------------------- E.T. MANN /s/ L. Rochwarger Director May 15, 1996 ----------------------- L. ROCHWARGER /s/ G.H. SCHOFIELD Director May 15, 1996 ----------------------- G.H. SCHOFIELD EXHIBIT INDEX ------------- Exhibit -------- 1(a) - Form of Proposal and Purchase Agreement. 1(b) - Form of Sales Agency and/or Distribution Agreement. *4(a)(1) - Indenture dated as October 15, 1974, between the Company and The Bank of New York (formerly Irving Trust Company) (Exhibit 2(b), File No. 2-51796). *4(a)(2) - Third Supplemental Indenture dated as of December 1, 1982 to Indenture dated as of October 15, 1974, between the Company and The Bank of New York (formerly Irving Trust Company) (Exhibit 4(a)(4) in File No. 33-49401). *4(a)(3) - Tenth Supplemental Indenture dated as of February 1, 1992 to Indenture dated as of October 15, 1974, between the Company and The Bank of New York (formerly Irving Trust Company) (Exhibit 4(a), Form 8-K dated February 14, 1992 in File No. 1-3880). *4(a)(4) - Eleventh Supplemental Indenture dated as of May 1, 1992 to Indenture dated as of October 15, 1974, between the Company and The Bank of New York (formerly Irving Trust Company) (Exhibit 4(b), Form 8-K dated February 14, 1992 in File No. 1-3880). *4(a)(5) - Twelfth Supplemental Indenture dated as of June 1, 1992 to Indenture dated as of October 15, 1974, between the Company and The Bank of New York (formerly Irving Trust Company) (Exhibit 4(c), Form 8-K dated June 18, 1992 in File No. 1-3880). *4(a)(6) - Thirteenth Supplemental Indenture dated as of March 1, 1993 to Indenture dated as of October 15, 1974, between the Company and The Bank of New York (formerly Irving Trust Company) (Exhibit 4(a)(14) in File No. 33-49401). *4(a)(7) - Fourteenth Supplemental Indenture dated as of July 1, 1993 to Indenture dated as of October 15, 1974 between the Company and the Bank of New York (formerly Irving Trust Company) (Exhibit 4.1, Form 10-K for fiscal year ended September 30, 1993 in File No. 1-3880). 4(b) - Form of Supplemental Indenture. 4(c) - Forms of New Debt Securities. 5(a) - Opinion of Reid & Priest LLP, Counsel for the Company. 5(b) - Opinion of Stryker, Tams & Dill, New Jersey Counsel for the Company. 12 - Computation of Ratio of Earnings to Fixed Charges. 23(a) - The consent of Price Waterhouse LLP. 23(b) - The consents of Reid & Priest LLP and Stryker, Tams & Dill are contained in their opinions filed as Exhibit 5(a) and Exhibit 5(b), respectively, to this Registration Statement. 23(c) - Consent of Ralph E. Davis Associates, Inc. 24 - The Power of Attorney is contained on the signature page of this Registration Statement. 25 - Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New York. ----------------------------------- * Incorporated by reference as indicated. EX-1 2 EXHIBIT 1(A) FORM OF PROPOSAL & PURCHASE AGMT Exhibit 1(a) NATIONAL FUEL GAS COMPANY ________________ FORM OF PROPOSAL For the Purchase of Debentures Amount of Debentures: $__________________________ * Price per Debenture: _______ Stated Interest Rate: _____ *Insert principal amount of New Debentures designated by the Company. NATIONAL FUEL GAS COMPANY c/o Reid & Priest LLP 40 West 57th Street New York, New York 10019 Dear Sirs: In response to the invitation for proposals for the purchase of the aggregate principal amount of debentures set forth above (New Debentures) of National Fuel Gas Company (Company), the several persons, firms or corporations (or the person, firm or corporation) hereinafter named (Prospective Purchasers or the Prospective Purchaser) submit the following proposal for the purchase of the New Debentures; 1. The stated interest rate to be borne by the New Debentures and the price (stated as a percentage of the principal amount thereof), exclusive of accrued interest, if any, from _________________ to the date of delivery of and payment for the New Debentures, to be paid to the Company shall be as set forth above. Each of the Prospective Purchasers, severally and not jointly, or the Prospective Purchaser, if only one, hereby offers to purchase from the Company at such price upon the terms and conditions set forth in the form of the attached Purchase Agreement (Purchase Agreement) the aggregate principal amount of New Debentures set forth opposite its name in Schedule A attached hereto. 2. Each of the Prospective Purchasers, or the Prospective Purchaser if only one, agrees that (a) its offer included in this proposal shall be irrevocable until _____________ hour[s] after the time designated by the Company as the deadline for the receipt of proposals, on the date fixed for the presentation hereof, unless such proposal is sooner returned or rejected by the Company, (b) if this proposal shall be accepted by the Company in writing, the accepted proposal and the attached Purchase Agreement shall together thereupon become effective without any separate execution thereof and shall constitute the agreement between the Company and the Prospective Purchasers, or the Prospective Purchaser if only one, and all rights of the Company and the Prospective Purchasers, or the Prospective Purchaser if only one, shall be determined solely in accordance with the terms thereof, subject, however, to such modifications therein as may be necessary as agreed upon by the Company and the Prospective Purchasers, or the Prospective Purchaser if only one, and (c) if this proposal shall be accepted, it (acting, if there is more than one Prospective Purchaser, through the Representative referred to in the questionnaire submitted by such Prospective Purchaser) will forthwith furnish to the Company in writing the information with respect to any public offering of the New Debentures which is (i) required to complete the Registration Statement (as defined in the Purchase Agreement), (ii) required to be filed by the Company with the Securities and Exchange Commission under the Public Utility Holding Company Act of 1935, as amended, and (iii) required to file the Prospectus Supplement (as defined in the Purchase Agreement), and will furnish its written consent to the filing of an amendment, if necessary, to the Registration Statement reflecting the information with respect to the public offering and related matters. 3. This proposal shall be deemed rejected by the Company unless it shall have been accepted by the Company by _____________ hour[s] after the time designated by the Company as the deadline for the receipt of proposals, on the date fixed for presentation and opening of proposals. 4. The validity and interpretation of this proposal shall be governed by the laws of the State of New York. 5. Each of the Prospective Purchasers, or the Prospective Purchaser if only one, acknowledges receipt of a copy of the Prospectus, as defined in the invitation for proposals, in respect of the New Debentures. 6. The undersigned hereby represent[s] that it or they have been authorized by the Prospective Purchasers named in Schedule A hereto to sign this proposal on their behalf, and to act for them in the manner provided herein and in the attached Purchase Agreement. Very truly yours, __________________________________ __________________________________ __________________________________ __________________________________ __________________________________ On behalf of and as Representative of the persons, firms and corporations listed in Schedule A hereto. By:_______________________________ By: Address: The foregoing proposal is accepted as of the date set forth below. NATIONAL FUEL GAS COMPANY By: Dated: THIS FORM OF PROPOSAL MUST BE SIGNED AND SUBMITTED WITH SCHEDULE A FILLED IN. SCHEDULE A Principal Name of Prospective Purchaser(s) Amount Total . . . . $ NATIONAL FUEL GAS COMPANY PURCHASE AGREEMENT For the Purchase of Debentures AGREEMENT between NATIONAL FUEL GAS COMPANY (the "Company"), a corporation organized and existing under the laws of New Jersey, and the several Purchasers, or the Purchaser, as the case may be, named in Schedule A to the Form of Proposal (the "Proposal") to which this purchase agreement is attached (this purchase agreement, together with the Proposal, are referred to jointly herein as "this agreement" or the "Purchase Agreement"). 1. Purchasers and Representative. The Company proposes to issue and sell from time to time one or more series of the Debentures registered under the Registration Statement referred to in subparagraph (a) of paragraph 3 hereof (the "Debentures"). Particular issues of the Debentures will be sold to purchasers for resale in accordance with the terms set forth herein and in the Proposal, and the Debentures involved in any such offering are hereinafter referred to as the "New Debentures". If there shall be two or more persons, firms or corporations named in Schedule A attached to the Proposal, the term "Purchasers" as used herein shall be deemed to mean the several persons, firms or corporations so named (including any substituted Purchasers under the provisions of Section 5 hereof), and the term "Representative" as used herein shall be deemed to mean the representative or representatives named in the questionnaire heretofore submitted to the Company by each of the Purchasers, who by signing the Proposal represent that it or they have been authorized by the Purchasers to sign such Proposal on their behalf and to act for them in the manner herein provided. All obligations of the Purchasers hereunder are several and not joint. If there shall be only one person, firm or corporation named in Schedule A attached to the Proposal, the term "Purchasers" and the term "Representative", as used herein, shall mean such person, firm or corporation. 2. Description of New Debentures and the Indenture. The New Debentures will be issued under an Indenture dated as of October 15, 1974, from the Company to The Bank of New York (formerly Irving Trust Company), as Trustee, as heretofore supplemented and as it will be further supplemented by a supplemental indenture relating to the New Debentures (the Indenture, as it has been and will be so supplemented, being herein referred to as the "Indenture" and the Supplemental Indenture relating to the New Debentures being herein referred to as the "Supplemental Indenture"). The aggregate principal amount, the purchase price to be paid and certain terms of the New Debentures are specified in the Proposal. 3. Representations and Warranties of the Company. The Company represents and warrants to the several Purchasers that: (a) The Company has filed [on ___________,] 1993 with the Securities and Exchange Commission (Commission) a registration statement on Form S-3 (Registration Statement No. 333-_____), including a prospectus, for the registration of $____________ principal amount of its Debentures under the Securities Act of 1933, as amended (the "Securities Act"), and such registration statement has become effective. Such registration statement, as amended to the date hereof, including all documents incorporated by reference into it pursuant to Item 12 of Form S-3 is hereinafter referred to as the "Registration Statement". The prospectus forming a part of such Registration Statement, as it heretofore initially became effective, including all documents incorporated therein by reference at that time pursuant to Item 12 of Form S-3, is hereinafter referred to as the "Basic Prospectus". In the event that the Basic Prospectus shall have been amended, revised or supplemented prior to the time of acceptance of the Proposal, or if the Company files with the Commission any documents pursuant to Sections 13, 14 or 15 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), after the time the Registration Statement initially became effective and up to the time of acceptance of the Proposal, which documents are deemed to be incorporated by reference in the Basic Prospectus, the term "Basic Prospectus" as used herein shall also mean such prospectus as so amended, revised or supplemented. The Basic Prospectus, as it shall be supplemented to reflect the terms of offering and sale of the New Debentures by a prospectus supplement (the "Prospectus Supplement") to be filed with the Commission pursuant to Rule 424 under the Securities Act ("Rule 424"), is hereinafter referred to as the "Prospectus". The Company will not at any time after the effectiveness of the Purchase Agreement file any amendment to the Registration Statement or supplement to the Prospectus of which the Representative and Winthrop, Stimson, Putnam & Roberts, who are acting as counsel on behalf of the several Purchasers, shall not previously have been advised or to which the Representative shall reasonably object in writing, or which shall be unsatisfactory in form to Winthrop, Stimson, Putnam & Roberts. For purposes of the Purchase Agreement, any document which is filed with the Commission after the effectiveness of the Purchase Agreement and is incorporated by reference in the Prospectus shall be deemed an amendment or a supplement to the Prospectus and the Registration Statement. (b) When the Prospectus is filed with the Commission pursuant to Rule 424 and at the closing date (hereinafter defined), the Registration Statement and the Prospectus, as each may then be amended or supplemented, and the Indenture, will fully comply with the applicable provisions of the Securities Act, the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), and the rules and regulations of the Commission with respect thereto, or pursuant to said rules and regulations will be deemed to comply therewith; on the date it became effective the Registration Statement did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; at the time the Prospectus is filed with the Commission pursuant to Rule 424 and on the closing date (hereinafter defined), the Prospectus, as it may be amended or supplemented, will not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and on said dates the documents filed with the Commission pursuant to the Exchange Act and incorporated by reference in the Prospectus pursuant to Item 12 of Form S-3 will fully comply in all material respects with the applicable provisions of the Exchange Act and the applicable rules and regulations of the Commission thereunder, and, when read together with the Prospectus, or the Prospectus as it may be amended or supplemented, will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the foregoing representations and warranties in this subparagraph (b) shall not apply to statements or omissions made in reliance upon, and in accordance with, information furnished in writing to the Company by or through the Representative on behalf of any Purchaser for use in connection with the preparation of the Registration Statement or the Prospectus, as they may be amended or supplemented, or to any statements in or omissions from the statement of eligibility on Form T-1, or amendments or supplements thereto, of the Trustee under the Indenture. (c) The consummation of the transactions herein contemplated and the fulfillment of the terms hereof will not result in a breach of any of the terms or provisions of, or constitute a default under, any agreement or instrument to which the Company or any of its subsidiaries is now a party. 4. Purchase and Sale; Public Offering. On the basis of the representations and warranties herein contained, but subject to the terms and conditions in this agreement set forth, the Company agrees to sell to each of the several Purchasers named in Schedule A attached to the Proposal, severally and not jointly, and each such Purchaser agrees, severally and not jointly, to purchase from the Company, the principal amount of the New Debentures set forth in said Schedule A opposite the name of such Purchaser, at the price shown in the Proposal plus accrued interest thereon, if any, from ____________ to the date of payment therefor. Forthwith upon the effectiveness of the Purchase Agreement, the Representative, acting on behalf of the Purchasers, shall advise the Company whether a public offering of the New Debentures is to be made, and, if so, shall furnish to the Company in writing (a) the information with respect to the proposed offering of the New Debentures and related matters which is required to complete the Prospectus Supplement or any post- effective amendment to the Registration Statement which may be required and a copy of any "agreement among purchasers"; (b) a consent to the filing of any such post-effective amendment; and (c) such further information, if any, as may be required to be furnished by the Company under the Public Utility Holding Company Act of 1935, as amended (the "Holding Company Act"). 5. Time and Place of Closing. Delivery of the New Debentures and payment therefor by certified or official bank check or checks, in New York Clearing House Funds, shall be made at the offices of Reid & Priest LLP, 40 West 57th Street, New York, New York, in each case at 10 A.M., New York Time, on a date which is three business days after the date on which the Proposal is accepted by the Company, or at such other time as shall be agreed upon in writing by the Company and the Representative (in each case subject to postponement as provided below in this paragraph 5). The hour and date of such delivery and payment are herein called the "closing date". Certificates for the New Debentures shall be delivered to the Representative for the respective accounts of the Purchasers in fully registered form in such names and authorized denominations as may be specified in writing by the Representative to the Company at least one business day prior to the closing date. For the purpose of expediting the checking of the certificates for the New Debentures by the Representative, the Company agrees to make the certificates for the New Debentures available to the Representative for such purpose, at least by 12 Noon, New York Time, on the last business day preceding the closing date, at the offices of The Bank of New York, 101 Barclay Street, 21 West, New York, New York, or such other place as may be agreed upon by the Company and the Representative. If one or more Purchasers shall default in its or their obligation to purchase and pay for the principal amount of New Debentures which such Purchasers have agreed to purchase under this agreement and if the principal amount of New Debentures which all Purchasers so defaulting shall have agreed to purchase does not exceed 10% of the aggregate principal amount of New Debentures to be purchased, the non-defaulting Purchasers shall have the right and are obligated severally to take up and pay for (in addition to the principal amount of New Debentures set forth opposite their respective names in Schedule A attached to the Proposal) the principal amount of New Debentures agreed to be purchased by all such defaulting Purchasers in the respective proportions which the principal amount set forth opposite the names of such non-defaulting Purchasers in said Schedule A bears to the aggregate principal amount as set forth opposite the names of all such non-defaulting Purchasers. In such event, the Representative for the accounts of the several non-defaulting Purchasers may also take up and pay for all or any part of such additional principal amount of New Debentures to be purchased by each Purchaser under this paragraph 5 and may postpone the closing date for a period of time not exceeding two (2) full business days. If one or more Purchasers shall for any reason permitted hereunder cancel its or their obligation to purchase hereunder, or if one or more Purchasers shall fail to take up and pay for the principal amount of New Debentures which such Purchasers have agreed to purchase under this agreement and if the principal amount of New Debentures which all such Purchasers shall have agreed to purchase exceeds 10% of the aggregate principal amount of New Debentures to be purchased, the remaining Purchasers shall have the right, but not the obligation, either to take up and pay for (in such proportions as may be agreed upon among them), or to substitute another Purchaser or Purchasers satisfactory to the Company to take up and pay for, the principal amount of New Debentures which the canceling or defaulting Purchaser or Purchasers agreed but failed to purchase. In the event that said remaining Purchasers shall not take up and pay for all said principal amount of New Debentures or substitute another Purchaser or Purchasers as aforesaid within 24 hours after such cancellation or failure, the Company shall have the right during an additional period of 24 hours to find another Purchaser or Purchasers for said principal amount of New Debentures, who shall be satisfactory to the Representative. In any such case, either the Representative or the Company shall have the right to postpone the closing date not more than two (2) full business days beyond the expiration of the respective prescribed periods in order that the necessary changes in the Registration Statement and Prospectus and any other documents and arrangements may be effected. If the remaining Purchasers shall not agree to purchase and shall not procure a satisfactory party or parties to agree to purchase such New Debentures, and if the Company also shall not procure another party or parties to agree to purchase such New Debentures, within the aforesaid periods, then this Agreement shall terminate without any liability on the part of the Company or any Purchaser (other than a Purchaser which shall have failed or refused, otherwise than for some reason sufficient to justify in accordance with the terms hereof the cancellation or termination of its obligation hereunder, to purchase and pay for the New Debentures, which such Purchaser has agreed to purchase as provided in paragraph 4 hereof) except as otherwise provided in paragraph 7 and subparagraph (g) of paragraph 6 hereof. 6. Covenants of the Company. The Company agrees that: (a) It will promptly deliver to the Representative a sufficient number of copies of the Registration Statement as originally filed and of all amendments thereto so that each Purchaser may have a copy. The Company will also deliver to the Purchasers, through the Representative, as many copies of the Prospectus as the Representative may reasonably request for the purposes contemplated by the Securities Act. (b) It will cause the Prospectus to be filed with the Commission pursuant to Rule 424; the Company will promptly advise the Representative of the issuance of any stop order under the Securities Act with respect to the Registration Statement or the institution of any proceedings therefor of which the Company shall have received notice, and the Company will use its best efforts to prevent the issuance of any such stop order and to secure the prompt removal thereof, if issued. (c) During a period of nine months after the Prospectus has been filed with the Commission pursuant to Rule 424 and for as long as the Purchasers are required by law to deliver a prospectus relating to the New Debentures, if any event relating to or affecting the Company or its subsidiaries or of which the Company shall be advised in writing by the Representative shall occur which in the Company's opinion should be set forth in a supplement to or an amendment of the Prospectus in order to make the Prospectus not misleading in the light of the circumstances existing when it is delivered to a purchaser, or if it shall be necessary, in the Company's opinion, to amend or supplement the Registration Statement or the Prospectus to comply with the Securities Act, the Exchange Act or the Trust Indenture Act, or in each case the rules and regulations of the Commission thereunder, then it will amend or supplement the Prospectus by either (i) preparing and filing with the Commission and furnishing to the Representative a reasonable number of copies of a supplement or supplements or an amendment or amendments to the Prospectus which will supplement or amend the Prospectus or (ii) making an appropriate filing pursuant to Section 13 or 14 of the Exchange Act, which will supplement or amend the Prospectus so that, in each case, as supplemented or amended it will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading or it will so comply; provided that should such event relate solely to activities of any of the Purchasers, then the Purchasers shall assume the expense of preparing and furnishing copies of any such amendment or supplement. In case any Purchaser is required to deliver a prospectus after the expiration of nine months from the date the Prospectus was filed with the Commission pursuant to Rule 424, the Company, upon the request of the Representative, will furnish to the Representative, at the expense of such Purchaser, a reasonable quantity of a supplemented or amended prospectus or supplements or amendments to the Prospectus complying with Section 10 of the Securities Act. (d) It will make generally available to its security holders, as soon as practicable, an earning statement (which need not be audited) in reasonable detail, covering a period of at least twelve months beginning on the first day of the month next succeeding the date the Prospectus is filed with the Commission pursuant to Rule 424, which earning statement shall be in such form, and be made generally available to security holders in such a manner, so as to comply with the requirements of Section 11(a) of the Securities Act. (e) During such period of time after the date the Prospectus has been filed with the Commission pursuant to Rule 424 and so long as a prospectus relating to the New Debentures is required to be delivered under the Securities Act, the Company will file all documents required to be filed with the Commission pursuant to Section 13, 14 or 15 of the Exchange Act. (f) At any time within six months of the date hereof, it will furnish such proper information as may be lawfully required and otherwise cooperate in qualifying the New Debentures for offer and sale under the securities or blue sky laws of such jurisdictions as the Representative may designate, provided that the Company shall not be required to qualify as a foreign corporation or dealer in securities or to file any consents to service of process under the laws of any jurisdiction or to meet other requirements deemed by the Company to be unduly burdensome. (g) It will, except as hereinabove and hereinafter provided, pay all expenses in connection with (i) the preparation and filing by it of the Registration Statement, (ii) the issue and delivery of the New Debentures as contemplated by the Purchase Agreement, (iii) the qualification of the New Debentures under the securities or blue sky laws as aforesaid up to a maximum qualification cost to it of $7,500, (iv) the furnishing of the opinions and certificates referred to in paragraph 7 hereof, and (v) the printing and delivery to the Purchasers, through the Representative, in reasonable quantities, of copies of the Registration Statement and the Prospectus and any amendment or supplement thereto and of the blue sky survey prepared by counsel for the Purchasers; and will pay all Federal and other taxes, if any (but not including any transfer taxes), on the issue of the New Debentures. The Company shall not, however, be required to pay any amount for any expenses of the Representative or any of the Purchasers, except that, if this agreement shall be terminated in accordance with the provisions of paragraph 5, 7, 8 or 10 hereof, the Company will pay the fee and disbursements of Winthrop, Stimson, Putnam & Roberts, whose fee and disbursements the Purchasers agree to pay in any other event, and will reimburse the Purchasers for their reasonable out-of-pocket expenses, in an amount not in excess of $10,000, incurred in contemplation of the performance of this agreement. The Company shall not in any event be liable to any of the several Purchasers for damages on account of loss of anticipated profits. 7. Conditions of Purchasers' Obligations. The several obligations of the Purchasers to purchase and pay for the New Debentures shall be subject to the performance by the Company of its obligations to be performed hereunder prior to the closing date and to the following conditions: (a) The Prospectus shall have been filed with the Commission pursuant to Rule 424 prior to 6 P.M., New York Time, on the first business day after the effective date of the Purchase Agreement, or such other time and date (no later than 6 P.M., New York Time, on the second business day after the effective date of the Purchase Agreement), as may be approved by the Representative, and no stop order suspending the effectiveness of the Registration Statement shall be in effect at the closing date, and no proceedings for that purpose shall be pending before, or to the knowledge of the Company threatened by, the Commission and the Representative shall have received prior to payment for the New Debentures a certificate to that effect dated the closing date and signed by the President or a Vice President of the Company. (b) At the closing date there shall be in full force and effect an order of the Commission under the Holding Company Act authorizing the issuance and sale of the New Debentures on the terms herein set forth or contemplated. (c) At the closing date the Representative shall have received from Reid & Priest LLP, counsel for the Company, a favorable opinion (with a copy thereof for each of the Purchasers) in form and substance substantially as prescribed in Exhibit A hereto. If the Prospectus relating to the New Debentures shall be supplemented after the Prospectus shall have been filed with the Commission pursuant to Rule 424, such opinion shall contain changes to reflect such supplementation. (d) At the closing date the Representative shall have received from Stryker, Tams & Dill, New Jersey counsel for the Company, a favorable opinion (with a copy thereof for each of the Purchasers) in form and substance substantially as prescribed in Exhibit B hereto. If the Prospectus relating to the New Debentures shall be supplemented after the Prospectus shall have been filed with the Commission pursuant to Rule 424, such opinion shall contain changes to reflect such supplementation. (e) At the closing date the Representative shall have received from [Anna Marie Cellino], Esq., counsel for certain of the Company's subsidiaries: National Fuel Gas Distribution Corporation, National Fuel Gas Supply Corporation, Seneca Resources Corporation and __________________, a favorable opinion (with a copy thereof for each of the Purchasers) in form and substance substantially as prescribed in Exhibit C hereto. If the Prospectus relating to the New Debentures shall be supplemented after the Prospectus shall have been filed with the Commission pursuant to Rule 424, such opinion shall contain changes to reflect such supplementation. (f) At the closing date the Representative shall have received from Winthrop, Stimson, Putnam & Roberts, counsel for the Purchasers, a favorable opinion (with a copy thereof for each of the Purchasers) in form and substance substantially as prescribed in Exhibit D hereto. If the Prospectus relating to the New Debentures shall be supplemented after the Prospectus shall have been filed with the Commission pursuant to Rule 424, such opinion shall contain changes to reflect such supplementation. (g) At the closing date the Representative shall have received from Price Waterhouse LLP a letter (with a conformed copy thereof for each of the Purchasers), dated the closing date, to the effect that (i) they are independent accountants with respect to the Company and its subsidiaries within the meaning of the Securities Act and the applicable published rules and regulations thereunder, (ii) in their opinion, the financial statements of the Company and its subsidiaries audited by them and included or incorporated by reference in the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Exchange Act and the published rules and regulations thereunder, (iii) on the basis of (1) performing procedures as specified by the American Institute of Certified Public Accountants for a review of interim financial information as described in Statement on Auditing Standard No. 71, Interim Financial Information, on the unaudited consolidated balance sheets and the unaudited consolidated statements of income and earnings reinvested in the business and of cash flows of the Company incorporated by reference in the Registration Statement and included in the Company's quarterly reports on Form 10-Q filed by the Company with the Commission under the Exchange Act, (2) a reading of the minutes of meetings of the Board of Directors, the pro-tempore committee thereof and shareholders of the Company and its subsidiaries since the close of the most recent audited fiscal year as set forth in the minute books through a specified date, and (3) making inquiries of certain officials of the Company and its subsidiaries who have responsibility for financial and accounting matters (it being understood that the foregoing procedures do not constitute an audit made in accordance with generally accepted auditing standards and they would not necessarily reveal matters of significance with respect to the comments made in such letter, and accordingly that Price Waterhouse LLP make no representation as to the sufficiency of such procedures for the Agents' purposes), nothing has come to their attention that caused them to believe that (A) the unaudited financial statements of the Company included in or incorporated by reference in the Registration Statement and the Prospectus do not comply as to form in all material respects with the accounting requirements of the Securities Act or the Exchange Act and the published rules and regulations thereunder or that any material modifications should be made to said unaudited consolidated financial statements included in or incorporated by reference in the Registration Statement and the Prospectus for them to be in conformity with generally accepted accounting principles, or (B) at the date of the latest available financial statements of the Company, if any, and at a subsequent date not more than five days prior to the date of such letter, there was any change in the common stock or long-term debt of the Company and its subsidiaries, or any decrease in total common stock equity or net assets of the Company and its subsidiaries (other than as occasioned by the declaration of regular dividends), as compared with amounts shown in the most recent consolidated balance sheet included in or incorporated by reference in the Registration Statement and the Prospectus, except in all instances for such changes or decreases that the Registration Statement and the Prospectus disclose have occurred or may occur, or that are described in such letter and (iv) such other matters as the Representative may reasonably request. (h) Except as reflected in or contemplated by the Registration Statement and Prospectus, as they may be amended or supplemented (in accordance with paragraph 3(a) hereof), since the respective dates as of which information is given in the Registration Statement and Prospectus, as they may be amended or supplemented (in accordance with paragraph 3(a) hereof), there shall have been no material adverse change in the business, property or financial condition of the Company and its subsidiaries and since such dates there shall have been no material transaction entered into by the Company or its subsidiaries, other than transactions contemplated by the Registration Statement and Prospectus, as they may be amended or supplemented (in accordance with paragraph 3(a) hereof), and transactions in the ordinary course of business, and the Representative shall have received prior to payment for the New Debentures a certificate to that effect dated the closing date and signed by the President or a Vice President of the Company. (i) All legal proceedings taken or to be taken in connection with the issuance and sale of the New Debentures shall have been satisfactory in form and substance to Winthrop, Stimson, Putnam & Roberts. (j) At the closing date, the Representative shall have received a certificate of the President or a Vice President of the Company, dated the closing date, to the effect that the representations and warranties of the Company in this Purchase Agreement are true and correct in all material respects as of the closing date. In case any of the conditions specified above in this paragraph 7 shall not have been fulfilled, this agreement may be terminated by the Representative or by the Purchasers (which may include the Representative) which have agreed to purchase in the aggregate fifty percent or more of the principal amount of the New Debentures upon delivery of written notice thereof to the Company. Any such termination shall be without liability of any party to any other party except as otherwise provided in subparagraph (g) of paragraph 6 hereof. 8. Conditions of Company's Obligations. The obligations of the Company hereunder shall be subject to the following conditions: (a) The Prospectus shall have been filed with the Commission pursuant to Rule 424 prior to 6 P.M., New York Time, on the first business day after the effective date of the Purchase Agreement, or such other time and date (no later than 6 P.M. New York Time, on the second business day after the effective date of the Purchase Agreement) as may be approved by the Company, and no stop order suspending the effectiveness of the Registration Statement shall be in effect at the closing date, and no proceeding for that purpose shall be pending before, or threatened by, the Commission on such date. (b) On the closing date there shall be in full force and effect an order or orders of the Commission under the Holding Company Act authorizing the issuance and sale of the New Debentures on the terms herein set forth or contemplated, and containing no provision unacceptable to the Company by reason of the fact that it is materially adverse to the Company (it being understood that no order in effect as of the date of the acceptance of the Proposal contains any such unacceptable provision). In case any of the conditions specified above in this paragraph 8 shall not have been fulfilled, this agreement may be terminated by the Company upon delivery of written notice thereof to the Representative. Any such termination shall be without liability of any party to any other party except as otherwise provided in subparagraph (g) of paragraph 6 hereof. 9. Indemnification and Contribution. (a) The Company agrees to indemnify, defend and hold harmless each Purchaser, its officers, directors, employees, agents and each person who controls any Purchaser within the meaning of Section 15 of the Securities Act from and against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities Act or any other statute or common law and to reimburse each of them for any legal or other expenses (including, to the extent hereinafter provided, reasonable counsel fees) incurred by them in connection with investigating any such losses, claims, damages or liabilities or in connection with defending any actions, insofar as such losses, claims, damages, liabilities, expenses or actions arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, as amended or supplemented (if any amendments or supplements thereto shall have been furnished), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus (if such preliminary prospectus is used prior to the effective date of the Registration Statement), in the Basic Prospectus (if used prior to the date that the Prospectus is filed with the Commission pursuant to Rule 424), or the Prospectus, or the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the indemnity agreement contained in this paragraph shall not apply to any such losses, claims, damages, liabilities, expenses or actions arising out of, or based upon, any such untrue statement or alleged untrue statement, or any such omission or alleged omission, if such statement or omission was made in reliance upon, and in accordance with information furnished in writing to the Company by or through the Representative on behalf of any Purchaser for use in connection with the Registration Statement or the Prospectus or any amendment or supplement to either thereof; and provided further, that the indemnity agreement contained in this paragraph shall not inure to the benefit of any Purchaser (or of any person controlling such Purchaser) on account of any such losses, claims, damages, liabilities, expenses or actions arising from the sale of New Debentures to any person if such Purchaser failed to send or give to such person (i) with or prior to the written confirmation of the sale involved, a copy of the Prospectus (exclusive of any document incorporated by reference) as amended or supplemented at the time of such confirmation (exclusive for this purpose of any amendment or supplement relating to a subsequent offering of the Company's Debentures that are not included in the New Debentures), and (ii) with or prior to the delivery of such New Debentures to such person, a copy of any amendment or supplement to the Prospectus (exclusive of any document incorporated by reference) which shall have been furnished subsequent to such written confirmation and prior to the delivery of such New Debentures to such person and, in either case, the alleged omission or alleged untrue statement was corrected in the Prospectus as amended or supplemented or the amendment or supplement to the Prospectus which shall have been so furnished. The indemnity agreement of the Company contained in this subparagraph (a) and the representations and warranties of the Company contained in paragraph 3 hereof shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of any Purchaser or any such controlling person, and shall survive the delivery of the New Debentures. (b) Each Purchaser agrees to indemnify, defend and hold harmless the Company, its officers, directors, employees, agents, each other Purchaser, and each person who controls any thereof within the meaning of Section 15 of the Securities Act from and against any and all losses, claims, damages, or liabilities, joint or several, to which they or any of them may become subject under the Securities Act or any other statute or common law and to reimburse each of them for any legal or other expenses (including, to the extent hereinafter provided, reasonable counsel fees) incurred by them in connection with investigating any such losses, claims, damages or liabilities or in connection with defending any actions, insofar as such losses, claims, damages, liabilities, expenses or actions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus, as amended or supplemented (if any amendments or supplements thereto shall have been furnished), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, if such statement or omission was made in reliance upon, and in accordance with, information furnished in writing to the Company by or through the Representative on behalf of such Purchaser for use in connection with the Registration Statement or the Prospectus or any amendment or supplement to either thereof. The indemnity agreement of the respective Purchasers contained in this subparagraph (b) shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of the Company, its officers or directors, or any such Purchaser or any such controlling person, and shall survive the delivery of the New Debentures. (c) The Company and the several Purchasers each agree that upon the receipt of notice of the commencement of any action and upon receipt of a complaint or other first legal process giving information as to the nature and basis of the claim in any action against it or any person controlling it as aforesaid or, in the case of the Company, against any of its officers or directors in respect of which indemnity may be sought on account of any indemnity agreement contained herein, it will promptly give written notice thereof to the party or parties against whom indemnity shall be sought hereunder, but the omission so to notify such indemnifying party or parties of any such action shall not relieve such indemnifying party or parties from any liability on account of such indemnity agreement except to the extent that it has been prejudiced in any material respect by such omission or from any liability it or they may have to the indemnified party otherwise than on account of such indemnity agreement. In case such notice of any such action shall be so given, such indemnifying party shall be entitled to participate at its own expense in the defense or, if it so elects, to assume (in conjunction with any other indemnifying parties) the defense of such action, in which event such defense shall be conducted by counsel chosen by such indemnifying party (or parties) and satisfactory to the indemnified party or parties who shall be defendant or defendants in such action, and such defendant or defendants shall bear the fees and expenses of any additional counsel retained by them; but if the indemnifying party shall elect not to assume the defense of such action, such indemnifying party will reimburse each indemnified party or parties for the reasonable fees and expenses of any counsel retained by them; provided, however, if the defendants in any such action include both the indemnified party and the indemnifying party and counsel for the indemnifying party shall have reasonably concluded that there may be a conflict of interest involved in the representation by such counsel of both the indemnifying party and the indemnified party or parties, the indemnified party or parties shall have the right to select separate counsel, satisfactory to the indemnifying party, to participate in the defense of such action on behalf of such indemnified party or parties (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel, including any local counsel, representing the indemnified party or parties who are parties to such action). (d) If the indemnification provided for in subsection (a) or (b) of this Section 9 is unavailable to an indemnified party in respect of any loss, liability, claim, damage or expense referred to therein, then each indemnifying party under such subsection, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such loss, liability, claim, damage or expense in such proportion as is appropriate to reflect (i) the relative benefits received by the Company and the Purchasers from the sale of the New Debentures, (ii) the relative fault of the Company and of the Purchasers in connection with the statements or omissions that resulted in such loss, liability, claim, damage or expense and (iii) any other relevant equitable considerations. The relative benefits received by the Company and the Purchasers shall be determined by reference to the respective proportions that the net proceeds from the sale (before deducting expenses) received by the Company and the total discounts received by the Purchasers, in each case as set forth in the table on the cover of the Prospectus, bear to the aggregate public offering price of the New Debentures. The relative fault of the Company and the Purchasers shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by the Purchasers and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. (e) The Company and the Purchasers agree that it would not be just and equitable if contribution pursuant to this Section 9 were determined by pro rata allocation (even if the Purchasers were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in subsection (d) of this Section 9. The amount paid or payable by an indemnified party as a result of the loss, liability, claim, damage and expense referred to in subsection (d) of this Section 9 shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 9, no Purchaser shall be required to contribute any amount in excess of the amount by which the total price at which the New Debentures purchased by it and distributed to the public were offered to the public exceeds the amount of any damages that such Purchaser has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The obligation of each Purchaser, acting severally and not jointly, to contribute pursuant to this Section 9 shall be in the proportion that its purchase obligation hereunder bears to the purchase obligations of all other Purchasers. (f) The indemnity and contribution agreements contained in this Section 9 and the representations and warranties of the Company contained in this Agreement shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Purchaser or any person controlling any Purchaser or the Company, its officers or directors or any other person controlling the Company and (iii) acceptance of and payment for any of the New Debentures. 10. Termination. This agreement may be terminated at any time prior to the expiration of 48 hours after the Prospectus shall have been filed with the Commission pursuant to Rule 424 (but not after the initial public offering of the New Debentures purchased hereunder by the Purchasers), by the Representative with the consent of the Purchasers, including the Representative, which have agreed to purchase in the aggregate 50% or more of the principal amount of New Debentures, if, prior to such time, (i) trading in securities on the New York Stock Exchange shall have been generally suspended, (ii) minimum or maximum ranges for prices shall have been generally established on the New York Stock Exchange by the New York Stock Exchange, the Commission or other governmental authority, or (iii) a general banking moratorium shall have been declared by federal or New York State authorities. This agreement also may be terminated at any time prior to the closing date, by the Representative with the consent of the Purchasers, including the Representative, which have agreed to purchase in the aggregate 50% or more of the principal amount of New Debentures, if, prior to such time, any amendment or supplement to the Registration Statement or Prospectus shall have been filed to which the Representative has reasonably objected in writing in accordance with subparagraph (a) of paragraph 3 hereof. Any termination of this agreement pursuant to this paragraph 10 shall be without liability of any party to any other party except as otherwise provided in subparagraph (g) of paragraph 6 hereof. 11. Miscellaneous. THE VALIDITY AND INTERPRETATION OF THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. This Agreement may be executed in counterparts and the executed counterparts shall together constitute a single instrument. This agreement shall inure to the benefit of the Company, the several Purchasers and, with respect to the provisions of paragraph 9 hereof, each person referred to in such paragraph 9, and their respective successors and personal representatives. Nothing in this agreement is intended or shall be construed to give any other person, firm or corporation any legal or equitable right, remedy or claim under or in respect of this agreement or any provision herein contained. The term "successor" as used in this agreement shall not include any purchaser, as such purchaser, of any of the New Debentures from any of the several Purchasers. 12. Notices. All communications hereunder shall be in writing and if to the Purchasers shall be mailed or delivered to the Representative at the appropriate address set forth in the Proposal, or, if to the Company, shall be mailed or delivered to it for the attention of Mr. Philip C. Ackerman, Senior Vice President, 10 Lafayette Square, Buffalo, N.Y. 14203, with a copy thereof to Robert J. Reger, Jr., Esq., Reid & Priest LLP, 40 West 57th Street, New York, N.Y. 10019. Exhibit A [LETTERHEAD OF REID & PRIEST LLP] _____________ As the several Purchasers named in the Purchase Agreement effective ____________ among such Purchasers and National Fuel Gas Company ("Purchase Agreement"). Ladies and Gentlemen: We have acted as counsel for National Fuel Gas Company ("Company") in connection with the issuance and sale on the date hereof of $___________ in aggregate principal amount of its _______% Debentures, Series due ______________ ("Debentures"), issued under the Company's Indenture, dated as of October 15, 1974, to The Bank of New York (formerly Irving Trust Company) ("Trustee"), as Trustee, as amended and supplemented, the latest such supplement being the _________ Supplemental Indenture, dated as of __________ (said Indenture, as so amended and supplemented, being hereinafter called the "Indenture"). We have examined the Registration Statement on Form S-3 (File No. 333-[_____]) filed by the Company under the Securities Act of 1933, as amended (the "Act"), as it became effective under the Act ("Registration Statement"); the Company's Prospectus dated [______________], as supplemented by the Prospectus Supplement dated [________________] (such Prospectus, as so supplemented, the "Prospectus"), filed by the Company pursuant to Rule 424(b) of the rules and regulations of the Securities and Exchange Commission ("Commission") under the Act, which pursuant to Form S-3 incorporates or is deemed to incorporate by reference the Annual Report on Form 10-K of the Company for the fiscal year ended September 30, 199[_] (the "Annual Report"), the Quarterly Report[s] for Form 10-Q of the Company for the quarterly period ended [______________] and the Current Reports on Form 8-K of the Company dated [_________________] (collectively, the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"); and the Indenture. In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Debentures, of which we have examined a specimen), and upon originals or copies, certified or otherwise identified to our satisfaction, of such corporate records, agreements, documents and other instruments and such certificates or comparable documents of public officials and of officers and representatives of the Company, and have made such other and further investigations, as we have deemed relevant and necessary as a basis for the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of such latter documents. With respect to legal matters governed by the laws of the State of New Jersey, including matters relating to the due incorporation of the Company, we understand that you are relying upon the opinion of Stryker, Tams & Dill, New Jersey counsel for the Company, dated the date hereof and addressed to you, which is being furnished to you in connection with your purchase of the Debentures. We do not pass upon the incorporation of the Company. With respect to certain other legal matters relating to the Company and to the due incorporation of, and various other matters relating to, certain subsidiaries of the Company, we understand that you are relying upon the opinion of [Anna Marie Cellino], Esq., counsel for the Company and such subsidiaries, dated the date hereof and addressed to you, which is being furnished to you in connection with your purchase of the Debentures. Based upon the foregoing and subject to the qualifications and limitations stated herein, we hereby advise you that in our opinion: 1. The Company has full power and authority to execute the Indenture and the Indenture has been duly authorized, executed and delivered by the Company, has been duly qualified under the Trust Indenture Act of 1939, as amended ("Trust Indenture Act"), and assuming due authorization, execution and delivery thereof by the Trustee, constitutes a valid and legally binding instrument enforceable against the Company in accordance with its terms, subject as to enforceability to (i) bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent conveyance, moratorium or other similar laws affecting the enforcement of creditors' rights and remedies, and (ii) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), including, without limitation (x) the possible unavailability of specific performance, injunctive relief or any other remedy, and (y) concepts of materiality, reasonableness, good faith, fair dealing and equitable subordination. 2. The Debentures have been duly authorized, executed and issued by the Company and, assuming due authentication thereof by the Trustee and upon payment and delivery in accordance with the Purchase Agreement and subject to the qualifications in paragraph 1 above, will constitute valid and legal binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits of the Indenture. 3. The Registration Statement has become and is effective under the Act; and to the best of our knowledge, no proceedings for a stop order with respect thereto are pending or threatened under Section 8 of the Act. 4. The statements made in the Prospectus under "Description of the New Debt Securities and the Indenture" and "Description of the Offered Debentures and the Indenture," insofar as they purport to constitute summaries of the terms of the documents referred to therein that have been executed and delivered on or before the date hereof, constitute accurate summaries of the terms of such documents in all material respects. 5. An appropriate order of the Commission under the Public Utility Holding Company Act of 1935, which is required for the valid issuance and sale of Debentures under the Purchase Agreement, has been obtained; to the best of our knowledge, said order is in full force and effect; and no authorization of any other public authority is required (other than in connection or compliance with the provisions of the "blue sky" laws of any jurisdiction) for the valid issuance and sale of the Debentures by the Company under the Purchase Agreement. 6. The Purchase Agreement has been duly authorized, executed and delivered by the Company. 7. The Company is in good standing under the laws of the State of New York. We have not independently verified the accuracy, completeness or fairness of the statements made or included in the Registration Statement, the Prospectus or the Exchange Act Documents and take no responsibility therefor, except as and to the extent set forth in paragraph 4 above. In the course of the preparation by the Company of the Registration Statement and the Prospectus (excluding the Exchange Act Documents), we participated in conferences with certain of its officers and employees, with other counsel for the Company, with representatives of Price Waterhouse LLP, the Company's independent accountants, and with your representatives. We did not prepare the Exchange Act Documents; however, we did review the Annual Report prior to its filing with the Commission. Based on our examination of the Registration Statement, the Prospectus and the Exchange Act Documents, our investigations made in connection with the preparation of the Registration Statement and the Prospectus (excluding the Exchange Act Documents) and our participation in the conferences referred to above, (i) we are of the opinion that the Registration Statement, as of its effective date, and the Prospectus, as of the date it was filed under Rule 424(b) of the rules and regulations of the Commission under the Act, complied as to form in all material respects with the requirements of the Act and the Trust Indenture Act and the applicable rules and regulations of the Commission thereunder and that the Exchange Act Documents complied as to form when filed in all material respects with the requirements of the Exchange Act and the applicable rules and regulations of the Commission thereunder, except that in each case we express no opinion with respect to the financial statements or other financial or statistical data contained or incorporated by reference in the Registration Statement, the Prospectus or the Exchange Act Documents, and (ii) we have no reason to believe that the Registration Statement, as of its effective date [(including the Exchange Act Documents on file with the Commission on such effective date)], contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading or that the Prospectus [(including the Exchange Act Documents)], as of the date hereof, includes any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that in each case we express no opinion or belief with respect to the financial statements or other financial or statistical data contained or incorporated by reference in the Registration Statement, the Prospectus or the Exchange Act Documents. We are members of the Bar of the State of New York and we do not express any opinion herein concerning any law other than the law of the State of New York, the Federal law of the United States and, to the extent set forth herein, the laws of the State of New Jersey. Insofar as the opinions expressed herein relate to or are dependent upon matters governed by the laws of the State of New Jersey, we have relied upon the opinion of Stryker, Tams & Dill referred to above. This opinion is rendered to you in connection with the above-described transaction. This opinion may not be relied upon by you for any other purpose, or relied upon by, or furnished to, any other person, firm or corporation without our prior written consent. Very truly yours, REID & PRIEST LLP Exhibit B [LETTERHEAD OF STRYKER, TAMS & DILL] _______________ As Purchasers of $_________ aggregate principal amount of ___% Debentures, Series due _____ under the Purchase Agreement dated _____ between National Fuel Gas Company and the Purchasers Ladies and Gentlemen: Referring to the issuance by National Fuel Gas Company ("National") of $____________ aggregate principal amount of______% Debentures, Series due ___________ (the "Debentures") issued under the Indenture dated as of October 15, 1974, between National and The Bank of New York (formerly "Irving Trust Company"), as Trustee (the "Trustee"), as amended and supplemented, the latest such supplement being the _________ Supplemental Indenture dated as of __________ (as so supplemented, the "Indenture") and the sale of the Debentures to you, we advise you as follows: We have been New Jersey counsel for National for many years and have examined certified copies of its Restated Certificate of Incorporation and each amendment and supplement thereof to date (as amended and supplemented, the "Restated Charter"), together with the original corporate records in connection with the incorporation of National. We have also examined a certified copy of its By-Laws, as amended to date (as amended, the "By-Laws"). We have reviewed the minutes of (i) the meeting of the Board of Directors of National held on ________, 199 , and (ii) the meeting of the pro-tempore committee of the Board of Directors of National held on ____________, 199 , and have examined certified copies of the resolutions adopted at those meetings. We have examined the Registration Statement of National on Form S-3 relating to the Debentures (No. 333- ______) and the Prospectus (including the Prospectus Supplement dated _________ which forms a part of such Registration Statement), each as amended and supplemented to date, and either a signed or a certified copy of the order of the Securities and Exchange Commission with respect to such Registration Statement. Said Registration Statement is hereinafter referred to as the "Registration Statement," and such Prospectus is hereinafter called the "Prospectus." We have also examined the offering documents used in connection with the sale of the Debentures, including the Form of Proposal and the form of Purchase Agreement attached thereto (the "Purchase Agreement"). In addition, we have examined and, as to matters of fact, have relied upon the documents delivered to you at the closing (including, without limitation, the Certificate of Officers of National evidencing compliance with Sections 6.05 and 15.03 of the Indenture; BUT EXCLUDING the Debentures, of which we have examined a specimen) and upon originals or copies, certified or otherwise identified to our satisfaction, of such corporate records, agreements, documents and other instruments and such certificates or comparable documents of public officials and of officers and representatives of National, and have made such other and further investigations, as we have deemed relevant and necessary as a basis for the opinions hereinafter expressed. Based upon the foregoing and upon such examination of law as we have deemed necessary in order to give this opinion, it is our opinion that: 1. National was duly incorporated and is validly existing as a corporation under the laws of the State of New Jersey, and is authorized by such laws and its Restated Charter to carry on its current business. 2. The Indenture has been duly authorized, executed and delivered by National and, insofar as New Jersey law applies and assuming due authorization, execution and delivery thereof by the Trustee, is legally valid and binding upon National in accordance with its terms, except as limited by (x) bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent conveyance, moratorium, or other similar laws of general application relating to or affecting creditors' rights and remedies and (y) general principles of equity (whether such enforceability is considered in a proceeding in equity or at law), including, without limitation, the possible unavailability of specific performance, injunctive relief or any other equitable remedy and the concepts of materiality, commercial reasonableness, good faith, fair dealing and equitable subordination. 3. The Debentures have been duly authorized and are in proper form and, insofar as New Jersey law applies, when duly authenticated and delivered by the Trustee in accordance with the provisions of the Indenture and paid for by the purchasers thereof as contemplated by the Purchase Agreement and subject to the qualifications in paragraph 2 above, will be duly issued by, and will constitute legal, valid and binding obligations of, National and will be entitled to the benefits provided by the Indenture. 4. The use of facsimile signatures of officers of National upon the Debentures has been duly authorized and is valid under the laws of the State of New Jersey (assuming that the Debentures have been authenticated by the Trustee, which fact we have not verified by an inspection of the Debentures). 5. The Purchase Agreement has been duly authorized, executed and delivered by National, and does not contravene the Restated Charter or By-Laws of National. We have read the opinions of even date herewith, rendered to you by Reid & Priest LLP and Winthrop, Stimson, Putnam & Roberts, and we concur in the legal conclusions expressed therein insofar as those conclusions involve questions of New Jersey law. A copy of this opinion is being delivered to each of Reid & Priest LLP and Winthrop, Stimson, Putnam & Roberts who, in their respective opinions to you of even date herewith, are entitled to rely upon the opinions expressed herein concerning matters of New Jersey law to the same extent as if this opinion had been addressed to each of them. Very truly yours, STRYKER, TAMS & DILL Exhibit C [Letterhead of Anna Marie Cellino] _______________________ The Purchasers named in the Purchase Agreement effective ________________ among such Purchasers and National Fuel Gas Company (the "Purchase Agreement"). Ladies and Gentlemen: Please refer to the prospectus dated __________, as supplemented by the prospectus supplement dated _________ of National Fuel Gas Company ("Company"), relating to $____________ principal amount of ______% Debentures, Series due ___________ ("Debentures"), of the Company ("Prospectus"). I have served as counsel for the Company and National Fuel Gas Distribution Corporation ("Distribution"), National Fuel Gas Supply Corporation ("Supply") and Seneca Resources Corporation ("Seneca"), all of which (the "Subsidiaries") are wholly-owned subsidiaries of the Company. I am familiar with the legal aspects of real property acquisitions in the State of New York and the Commonwealth of Pennsylvania by the Subsidiaries. I am also familiar with the litigation to which the Subsidiaries are parties, with their respective corporate records and with the minutes of their respective Boards of Directors. Based upon the foregoing, I am of the opinion that: 1. Supply and Seneca have been duly incorporated and are now validly existing as corporations in good standing under the laws of the Commonwealth of Pennsylvania. 2. Distribution has been duly incorporated and is now validly existing as a corporation in good standing under the laws of the State of New York. 3. Each of the Subsidiaries has full corporate power to conduct the business now being conducted by it as set forth in or incorporated by reference into the Prospectus and is duly qualified to do business as a foreign corporation in and is in good standing under the laws of each other state in which such qualification is legally required. 4. Methods used in connection with investigating title to properties, or interests therein, owned by each of the Subsidiaries in the State of New York and the Commonwealth of Pennsylvania are consistent with good practice and established methods used by prudent companies engaged in similar businesses and are adequately designed to provide for the acquisition of such titles or interests. Substantially all of the properties now owned by the Subsidiaries in the State of New York and the Commonwealth of Pennsylvania have been held by Subsidiaries of the Company for a number of years without any unfavorable adjudicated claim. 5. Except as set forth in or incorporated by reference into the Prospectus, the only litigation to which any of the Subsidiaries is a party is of a character incidental to its business and does not involve an amount not covered by insurance which is material in relation to the business of the Company and its Subsidiaries as a whole. 6. Of the Company and the Subsidiaries, only Distribution carries on a public utility business in the State of New York or the Commonwealth of Pennsylvania. Distribution holds franchises which I consider to be adequate and sufficient to permit it to engage in the business which it presently conducts, and there is no pending litigation concerning its rights to render services under any such franchise. 7. The consummation of the transactions contemplated by the Purchase Agreement and the fulfillment of the terms thereof will not result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to, (i) the Restated Certificate of Incorporation and each amendment and supplement thereof to date or the By- Laws, as amended to date, or any contract, agreement or other instrument to which the Company is a party or by which it may be bound or (ii) any laws, order, rule or regulation applicable to the Company of any court or any federal or state governmental body having jurisdiction over the Company or its properties. Very truly yours, Anna Marie Cellino Exhibit D [LETTERHEAD OF WINTHROP, STIMSON, PUTNAM & ROBERTS] _____________ [Purchasers] As the several Purchasers named in the Purchase Agreement effective [ ] among such Purchasers and National Fuel Gas Company (the "Purchase Agreement") Ladies and Gentlemen: We have acted as your counsel in connection with the issuance and sale on the date hereof by National Fuel Gas Company (the "Company") of $___________ aggregate principal amount of______% Debentures, Series due __________ (the "Debentures"), issued under the Company's Indenture, dated as of October 15, 1974, to The Bank of New York (formerly Irving Trust Company) (the "Trustee"), as amended and supplemented, the latest such supplement being the _________ Supplemental Indenture dated as of ________ (said Indenture, as so amended and supplemented, the "Indenture"). We have examined the Company's Registration Statement on Form S-3 (File No. 333-[_______]) filed by the Company under the Securities Act of 1933, as amended (the "Act"), as it became effective under the Act (the "Registration Statement"); the Company's Prospectus dated [_______], as supplemented by the Prospectus Supplement dated ___________________ (such Prospectus, as so supplemented, the "Prospectus"), filed by the Company pursuant to Rule 424(b) of the rules and regulations of the Securities and Exchange Commission (the "Commission") under the Act, which pursuant to Form S-3 under the Act incorporates or is deemed to incorporate by reference the Annual Report on Form 10-K of the Company for the fiscal year ended September 30, 199[ ] (the "Annual Report"), the Quarterly Report[s] on Form 10-Q of the Company for the quarterly period[s] ended [____________________] and the Current Reports on Form 8-K of the Company dated [__________] (collectively, the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"); and the Indenture. In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Debentures, of which we have examined a specimen), and upon originals or copies, certified or otherwise identified to our satisfaction, of such corporate records, agreements, documents and other instruments and such certificates or comparable documents of public officials and of officers and representatives of the Company, and have made such other and further investigations, as we have deemed relevant and necessary as a basis for this opinion. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of such latter documents. With respect to legal matters governed by the laws of the State of New Jersey, including matters relating to the due incorporation of the Company, we understand that you are relying upon the opinion of Stryker, Tams & Dill, New Jersey counsel for the Company, dated the date hereof and addressed to you, which is being furnished to you in connection with your purchase of the Debentures. We do not pass upon the incorporation and qualification to do business of the Company. With respect to certain other legal matters relating to the Company and to the due incorporation of, and various other matters relating to, certain subsidiaries of the Company, we understand that you are relying upon the opinion of [Anna Marie Cellino], Esq., counsel for the Company and such subsidiaries, dated the date hereof and addressed to you, which is being furnished to you in connection with your purchase of the Debentures. Based upon the foregoing and subject to the qualifications and limitations stated herein, we hereby advise you that in our opinion: (a) The Company has full power and authority to execute the Indenture and the Indenture has been duly authorized, executed and delivered by the Company, has been duly qualified under the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), and, assuming due authorization, execution and delivery thereof by the Trustee, constitutes a valid and legally binding instrument enforceable against the Company in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws relating to or affecting creditors' rights generally, by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law), or by an implied covenant of good faith and fair dealing. (b) The statements made in the Prospectus under "Description of the New Debt Securities and the Indenture" and "Description of the Offered Debentures and the Indenture," insofar as they purport to constitute summaries of the terms of the documents referred to therein, constitute accurate summaries of the terms of such documents in all material respects. (c) The Debentures have been duly authorized, executed and issued by the Company and, assuming due authentication thereof by the Trustee and upon payment and delivery in accordance with the Purchase Agreement and subject to the qualifications in paragraph (a) above, will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefit of the Indenture. (d) The Purchase Agreement has been duly authorized, executed and delivered by the Company. (e) The Commission has issued an appropriate order under the Public Utility Holding Company Act of 1935, as amended, with respect to the issuance and sale of the Debentures; such order is sufficient for the issuance and sale of the Debentures; the issuance and sale of the Debentures are in conformity with the terms of such order; and no other approval or consent of any Federal or New Jersey governmental body is required for the issuance and sale of the Debentures to you or the carrying out by the Company of the provisions of the Purchase Agreement. We have not independently verified the accuracy, completeness of fairness of the statements made or included in the Registration Statement, the Prospectus or the Exchange Act Documents and take no responsibility therefor, except as and to the extent set forth in paragraph (b) above. In the course of the preparation by the Company of the Registration Statement and the Prospectus (excluding the Exchange Act Documents), we participated in conferences with certain of its officers and employees, with counsel for the Company, with representatives of Price Waterhouse LLP, the Company's independent accountants, and with your representatives. We did not prepare the Exchange Act Documents; however, we did review a draft of the Annual Report prior to its filing with the Commission. Based on our examination of the Registration Statement, the Prospectus and the Exchange Act Documents, our investigations made in connection with the preparation of the Registration Statement and the Prospectus (excluding the Exchange Act Documents) and our participation in the conferences referred to above, (i) we are of the opinion that the Registration Statement, as of the date it was declared effective by the Commission, and the Prospectus, as of the date it was filed under Rule 424(b) of the rules and regulations of the Commission under the Act, complied as to form in all material respects with the requirements of the Act and the Trust Indenture Act and the applicable rules and regulations of the Commission under such Acts and that the Exchange Act Documents complied as to form when filed in all material respects with the requirements of the Exchange Act and the applicable rules and regulations of the Commission thereunder, except that in each case we express no opinion with respect to the financial statements or other financial or statistical data contained or incorporated by reference in the Registration Statement, the Prospectus or the Exchange Act Documents, and (ii) we have no reason to believe that the Registration Statement, as of the date it was declared effective by the Commission [(including the Exchange Act Documents on file with the Commission on such effective date)], contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading or that the Prospectus [(including the Exchange Act Documents)], as of the date hereof, includes an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that in each case we express no opinion or belief with respect to the financial statements or other financial or statistical data contained or incorporated by reference in the Registration Statement, the Prospectus or the Exchange Act Documents. We are members of the Bar of the State of New York and we do not express any opinion herein concerning any law other than the law of the State of New York, the Federal law of the United States of America and, to the extent set forth herein, the laws of the State of New Jersey. Insofar as the opinions expressed herein relate to or are dependent upon matters governed by the laws of the State of New Jersey, we have relied upon the opinion of Stryker, Tams & Dill referred to above. This opinion is rendered to you in connection with the above-described transaction. This opinion may not be relied upon by you for any other purpose, or relied upon by, or furnished to, any other person, firm or corporation, without our prior written consent. Very truly yours, WINTHROP, STIMSON, PUTNAM & ROBERTS EX-1 3 EXHIBIT 1(B) FORM OF SALES AGENCY OR DIST. AGMT. Exhibit 1(b) NATIONAL FUEL GAS COMPANY Medium-Term Notes, Series ----------- Due from Nine Months to 40 Years from Date of Issue Distribution Agreement ---------------, 199- Ladies and Gentlemen: The undersigned, National Fuel Gas Company, a New Jersey corporation (the "Company"), hereby confirms its agreement with each of you acting directly (individually, an "Agent" and, collectively, the "Agents"), as follows: 1. Appointment of Agents. (a) The Company has authorized by appropriate corporate action and proposes to issue and sell in the manner contemplated by this Agreement not to exceed the amount of Registered Securities (as defined in Section 3(a) hereof) registered pursuant to the Registration Statement (as defined in Section 3(a) hereof) reduced by the aggregate amount of any Registered Securities sold otherwise than pursuant to this Agreement (the "Securities"). (b) Subject to the terms and conditions stated in this Agreement, the Company hereby appoints each of you as its agent for the purpose of offering and selling the Securities. The Company reserves the right to sell the Securities on its own behalf directly to investors and, from time to time, to appoint additional agents to sell the Securities, provided that (i) the Company shall furnish the Agents with reasonable advance notification of the addition of any agent to sell the Securities, (ii) each such additional agent shall be required to execute an agreement in form and substance substantially similar to this Agreement and (iii) the commission paid to any additional agent does not exceed that percentage specified in Exhibit B hereto of the aggregate principal amount of such Securities sold by the Company. This Agreement also provides, as may from time to time be agreed to by the Company and any Agent or Agents, for the sale of Securities by the Company directly to such Agent or Agents as principal for resale to investors pursuant to a Terms Agreement (as defined in Section 11 hereof) in accordance with the provisions of Section 11 hereof. The foregoing shall not be construed to prevent the Company from selling at any time any Registered Securities in a firm commitment underwriting pursuant to an underwriting agreement that does not provide for a continuous offering of such Registered Securities. (c) On the basis of the representations, warranties, covenants and agreements of the Company contained herein, and on the terms and conditions herein set forth, each Agent agrees, as agent of the Company, to use its reasonable best efforts when requested by the Company to solicit offers to purchase the Securities upon the terms and conditions set forth in the Prospectus (as defined in Section 3(a) hereof) and the Administrative Procedures attached hereto as Exhibit A, as they may be amended from time to time (the "Procedures"), it being understood that the Company shall not approve the solicitation of purchases of Securities in excess of the amount that shall be authorized by the Company from time to time; provided, however, that each Agent in its sole discretion can suspend from time to time its efforts in offering for sale, and soliciting purchases of, the Securities. In any transaction where an Agent has acted as agent of the Company and has not purchased as principal, the Agent will make reasonable efforts to obtain performance by each purchaser of Securities from the Company, but the Agent will not have any liability to the Company in the event any such purchase is not consummated for any reason. Such Agent will communicate to the Company, orally or in writing, each offer to purchase Securities, other than those offers rejected by such Agent. Each Agent shall have the right, in its discretion reasonably exercised, to reject any proposed purchase of Securities, in whole or in part, and any such rejection shall not be deemed a breach of such Agent's agreement contained herein; provided, however, that each Agent shall not reject any proposed purchase of Securities that would provide at that time the lowest cost of funds during any period when the Company has requested solicitations of Securities with terms comparable to those of the Securities proposed to be purchased. The Company may accept or reject any proposed purchase of the Securities, in whole or in part. (d) Administrative procedures relating to the offer and sale of the Securities, the issue and delivery of certificates representing the Securities and payment for the Securities are set forth in the Procedures. Each Agent and the Company agree to perform the respective duties and obligations to be performed by each of them as provided in the Procedures. The Procedures may be amended only by a written agreement of the Company and the Agents. The Agents agree that the principal amount of Securities to be offered and sold from time to time, the prices, the interest rates or the method, if any, of determining such interest rates, the maturities, redemption provisions, if any, and other terms at which the Securities are to be offered and sold will be in compliance with limitations established by the Company with the Agents in accordance with the Procedures. (e) Promptly upon each Settlement Date (as defined in Section 4 hereof), the Company will pay the applicable Agent a commission, in the form of a discount, equal to the applicable percentage of the principal amount of the Securities sold by the Company as a result of such Agent's services in acting as agent of the Company in the sale of such Securities in accordance with the schedule set forth in Exhibit B hereto. The Company reserves the right, in its sole discretion, to suspend solicitation of purchases of the Securities through the Agents, as agents, commencing at any time for any period of time or permanently. Upon receipt of instructions from the Company, the Agents will forthwith suspend solicitation of purchases of the Securities from the Company until such time as the Company has advised the Agents that such solicitation may be resumed. 2. Description of Securities. The Securities will be a series of debt securities issued by the Company under an Indenture, dated as of October 15, 1974, to The Bank of New York (formerly Irving Trust Company), as Trustee (the "Trustee"), as heretofore supplemented and as supplemented by a supplemental indenture or indentures relating to the Securities (the "Supplemental Indenture") in substantially the form heretofore delivered to the Agents. The Indenture as it has been and will be so supplemented is hereinafter called the "Indenture." The Securities shall have the series designation, maturities, interest rates or the method, if any, of determining such interest rates, redemption provisions, if any, and other terms set forth in the Prospectus. The Securities will be issued, and the terms thereof established, from time to time by the Company in accordance with the Indenture and the Procedures. Except as may be otherwise provided in the Prospectus, the Securities will be issued in denominations of $1,000 or any amount in excess thereof that is an integral multiple of $1,000. 3. Representations and Warranties of the Company. The Company represents and warrants to each Agent that: (a) The Company has filed with the Securities and Exchange Commission (the "Commission") (i) a registration statement on Form S-3 (No. 33-49401) for the registration of $350,000,000 principal amount of its debt securities (of which $330,000,000 principal amount have been previously issued) and (ii) a registration statement on Form S-3 (No. 333- ), the latter registration statement including a combined prospectus, for the registration of $480,000,000 principal amount of its debt securities, in each case including the Securities (the "Registered Securities") under the Securities Act of 1933, as amended (the "Securities Act"), and such registration statements have been declared effective by the Commission. Such registration statements, as each initially became effective and as each may have been further amended at the particular time referred to, including the documents incorporated or deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act (the "Incorporated Documents"), are hereinafter referred to as the "Registration Statement" and the latter registration statement (No. 333----------) is hereinafter referred to as the "1996 Registration Statement". For purposes of this Agreement, references to the "effective date" shall be deemed to mean the respective effective date of each such registration statement. The Company has filed or will file with the Commission pursuant to the applicable paragraph of Rule 424 under the Securities Act a supplement to the form of combined prospectus included in the 1996 Registration Statement relating to the Securities and the plan of distribution thereof (the "Prospectus Supplement"). In connection with the sale of the Securities, the Company proposes to file with the Commission pursuant to the applicable paragraph of Rule 424 under the Securities Act further supplements to any such Prospectus Supplement specifying the purchase prices, interest rates or the method, if any, of determining such interest rates, maturity dates and, if appropriate, other terms of the Securities agreed upon by the Company and the applicable Agent sold pursuant hereto or the offering thereof (each, a "Pricing Supplement"). References to the "Prospectus" at a particular time shall mean the prospectus which is part of the Registration Statement at the time it was originally declared effective and as it may have been amended or supplemented at the particular time referred to, including all Incorporated Documents. For purposes of this Agreement, any document that is filed with the Commission and incorporated or deemed to be incorporated by reference pursuant to Item 12 of Form S-3 after the Registration Statement has become effective shall be deemed an amendment or supplement to the Registration Statement and the Prospectus. (b) (i) At the date of this Agreement, the Registration Statement, the Prospectus and the Indenture comply in all material respects with the applicable provisions of the Securities Act, the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), and in each case the rules and regulations of the Commission thereunder, or pursuant to said rules and regulations have been or will be deemed to comply therewith; (ii) at the time the Registration Statement became effective, at the date of this Agreement and at each time thereafter that the Registration Statement or the Prospectus shall be amended or supplemented, neither the Registration Statement nor the Prospectus contained, contains or will contain an untrue statement of a material fact, or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (iii) the Incorporated Documents, when filed, complied, comply or will comply in all material respects with the applicable provisions of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations of the Commission thereunder, and, when read together with the Prospectus, did not contain, do not contain and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the foregoing representations and warranties in this subsection (b) shall not apply to statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by any Agent for use in connection with the preparation of the Registration Statement or the Prospectus, or to any statements in or omissions from the Statement of Eligibility on Form T-1, or amendments or supplements thereto, of the Trustee under the Trust Indenture Act. (c) The consummation of the transactions herein contemplated and the fulfillment of the terms hereof will not result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to, (i) the Company's Restated Certificate of Incorporation or By-Laws, each as amended, or any indenture, mortgage, deed of trust or other agreement or instrument to which the Company or any of its Subsidiaries (as defined in Section 3(g) hereof) is now a party and (ii) any order, rule or regulation applicable to the Company of any court or any federal or state governmental body having jurisdiction over the Company or its properties. (d) The summary of the terms of the Securities contained in the Registration Statement and the Prospectus fairly and accurately summarizes the provisions thereof required to be summarized by the registration statement form. (e) The financial statements incorporated by reference in the Registration Statement and the Prospectus present fairly the financial position of the Company and its consolidated subsidiaries as at the dates indicated and the results of their operations for the periods specified; except as otherwise stated in the Registration Statement and the Prospectus, such financial statements have been prepared in conformity with generally accepted accounting principles applied on a consistent basis; and the supporting schedules incorporated by reference in the Registration Statement and the Prospectus present fairly the information required to be stated therein. (f) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of New Jersey with corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus; and the Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify would not have a material adverse effect on the condition, financial or otherwise, the earnings, or business affairs of the Company and its subsidiaries considered as one enterprise. (g) Each of National Fuel Gas Distribution Corporation, National Fuel Gas Supply Corporation and Seneca Resources Corporation is a subsidiary of the Company (each, a "Subsidiary" and together the "Subsidiaries"), has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify would not have a material adverse effect on the condition, financial and otherwise, the earnings, or business affairs of the Company and its subsidiaries considered as one enterprise; all of the issued and outstanding capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim. (h) No authorization, approval or consent of any court or governmental authority or agency (including the Federal Energy Regulatory Commission) is necessary in connection with the sale of the Securities hereunder, except such as may be required under the Securities Act, the rules and regulations of the Commission thereunder, the Trust Indenture Act, the Public Utility Holding Company Act of 1935, as amended (the "Holding Company Act"), or state securities or Blue Sky laws. (i) Any certificate signed by any officer of the Company and delivered to any Agent or to Counsel for the Agents in connection with an offering of or the sale of Securities to any Agent as principal shall be deemed a representation and warranty by the Company to such Agent as to the matters covered thereby on the date of such certificate and at each date referred to in Section 8(a) hereof subsequent thereto. (j) Since the most recent date as of which information is given in the Registration Statement or the Prospectus, there has not been any material adverse change in the business, properties or financial condition of the Company, except as reflected in or contemplated by the Registration Statement and Prospectus, as they may be amended or supplemented, and since such dates, there has not been any material transaction entered into by the Company other than transactions disclosed by the Registration Statement and the Prospectus, as they may be amended or supplemented, and transactions in the ordinary course of business. 4. Settlement. Delivery of Securities in fully registered form shall be made (a) in the case of Securities sold through any Agent as agent, in accordance with the Procedures and by the Company to such Agent for the account of any purchaser only against payment therefor in immediately available funds and (b) in the case of Securities sold to an Agent or Agents as principal pursuant to a Terms Agreement, as agreed to between the Company and such Agent or Agents as set forth in such Terms Agreement against payment of funds to the Company of the net amount due to the Company in respect of such Securities by the method and in the form set forth in such Terms Agreement; provided, however, that if such Terms Agreement does not contain such settlement details, the settlement details specified in the Procedures shall apply with such Agent or Agents filling the roles specified therein of both the Agent and the purchaser. In the event that a purchaser shall fail either to accept delivery of or to make payment for any Securities on the date fixed for settlement, the applicable Agent shall promptly notify the Company and deliver such Securities to the Company and, if such Agent has theretofore paid the Company for such Securities, the Company will promptly return such funds to such Agent. If such failure occurred for any reason other than default by such Agent in the performance of its obligations hereunder, the Company will reimburse such Agent for its loss of the use of the funds for the period such funds were credited to the Company's account. The date of each delivery of Securities (whether through any Agent as agent or to any Agent as principal) sold against delivery to the Company of funds in payment therefor is herein called the "Settlement Date." 5. Obligations of Agents. Each Agent agrees that in carrying out the transactions contemplated by this Agreement, it will observe and comply with all securities or Blue Sky laws, regulations, rules and ordinances in any jurisdiction in which the Securities may be offered, sold or delivered applicable to it as Agent hereunder. Each Agent agrees not to cause any advertisement of the Securities to be published in any newspaper or periodical or posted in any public place and not to publicly issue any circular relating to the Securities other than the Prospectus, except in any such case with the express consent of the Company. 6. Covenants of the Company. The Company agrees: (a) So long as this Agreement remains in effect, (i) not to file any amendment to the Registration Statement or supplement to the Prospectus (other than amendments and supplements relating to the issuance and sale by the Company of Registered Securities other than the Securities or Pricing Supplements) unless the Company has furnished the Agents through Winthrop, Stimson, Putnam & Roberts, or such other firm as shall be designated by the Company and reasonably satisfactory to the Agents, who is acting as counsel for the Agents ("Counsel for the Agents"), copies of such proposed amendment or supplement for its review prior to such filing and Counsel for the Agents shall not reasonably object thereto; (ii) to cause each amendment or supplement to the Prospectus (including each Pricing Supplement, but other than any Incorporated Document) to be filed with the Commission pursuant to the applicable paragraph of Rule 424 under the Securities Act within the time period required thereby and will provide evidence satisfactory to Counsel for the Agents of such filing; (iii) to advise the Agents (A) when any amendment to the Registration Statement, other than any Incorporated Document, has become effective or any supplement to the Prospectus has been filed, (B) of any request by the Commission for any amendment of the Registration Statement or the Prospectus or for any additional information with respect to the Registration Statement or the Prospectus, (C) of the issuance by the Commission of any "stop order" suspending the effectiveness of the Registration Statement or the institution, or advice from the Commission that it is considering the institution, of any proceeding for that purpose, and (D) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and (iv) to use its best efforts to prevent the issuance of any such "stop order" or notification and, if issued or any such action is commenced, to obtain as soon as possible the withdrawal thereof. (b) To furnish such proper information as may be lawfully required and otherwise cooperate in qualifying the Securities for offer and sale under the Blue Sky laws of such jurisdictions as the Agents may designate, provided that the Company shall not be required to qualify as a foreign corporation or dealer in securities, or to file any general consents to service of process, under the laws of any jurisdictions. (c) To furnish to each of the Agents and Counsel for the Agents one signed copy of the Registration Statement and of each amendment to the Registration Statement (including all exhibits except those incorporated by reference), or if such signed copy is not available, one conformed copy of the Registration Statement and of each amendment to the Registration Statement, and, so long as this Agreement remains in effect, as soon as practicable after the Registration Statement and each amendment thereto becomes effective, and as soon as practicable after each supplement to the Prospectus has been filed, as many copies of the Prospectus as then amended or supplemented as the Agents may reasonably request for the purposes contemplated by the Securities Act. (d) To file all reports, and amendments thereto, required to be filed by the Company with the Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act subsequent to the effective date of the Registration Statement and during the period the Prospectus is required to be delivered by the Securities Act and to deliver to the Agents without charge promptly after the filing thereof as many copies of each such report and amendment (excluding exhibits) as the Agents may reasonably request. (e) To deliver to the Agents, so long as this Agreement shall remain in effect, as promptly as possible copies of any published reports of the Company to its security holders, including any annual report and quarterly reports of the Company, and any other financial reports made generally available to its security holders. (f) If such a statement is not included in a quarterly report of the Company to its security holders, to make generally available to its security holders once in each calendar quarter, commencing with the quarter beginning after the date of this Agreement and ending with the first calendar quarter after the quarter which ends twelve consecutive months after the end of the calendar quarter in which the last sale of Securities effected pursuant hereto occurs, an earnings statement (which need not be audited) covering a period of twelve consecutive months ending at the close of the next preceding calendar quarter, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act. (g) If, during the period that this Agreement remains in effect and at any time thereafter when delivery of the Prospectus shall, in the opinion of Counsel for the Agents, be required by the Securities Act in connection with the sale of any of the Securities, any event relating to or affecting the Company or any of its subsidiaries, or of which the Company shall be advised in writing by any Agent, occurs as a result of which, in the Company's opinion, the Prospectus as then amended and supplemented would include an untrue statement of material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary, in the Company's opinion, to amend or supplement the Registration Statement or the Prospectus to comply with the Securities Act, the Exchange Act or the Trust Indenture Act, or in each case the rules and regulations of the Commission thereunder, then the Company will forthwith (i) instruct each Agent promptly to suspend offers for sale and solicitations of purchases of the Securities in such Agent's capacity as agent and, subject to Section 7 hereof, to suspend sales of any Securities such Agent may then own as principal pursuant to a Terms Agreement, and promptly after the receipt of such notice the Agents will suspend offers for sale and solicitations of purchases of the Securities and cease using the Prospectus, (ii) prepare and file with the Commission, subject to Section 6(a) hereof, an amendment or supplement to the Registration Statement or the Prospectus that will correct such statement or omission or effect such compliance, (iii) supply, at the Company's expense, any supplemented Prospectus to each of the Agents in such quantities as reasonably requested and (iv) advise the Agents when they may resume offers for sale, and solicitations of purchases, of the Securities; provided, however, that the Company shall not be required to comply with the provisions of this Section 6(g) if at any time (A) each Agent shall have suspended at such time solicitation of purchases of the Securities in its capacity as agent pursuant to instructions from the Company, (B) each Agent shall not at such time hold any Securities as principal purchased pursuant to a Terms Agreement with the intention of reselling them and (C) no offer to purchase any of the Securities shall have been accepted by the Company at such time without the delivery to the purchaser or such purchaser's agent of the Securities relating thereto having occurred; and provided further, however, that should such event relate solely to the activities of any of the Agents, then such Agent shall assume the expense of preparing and furnishing copies of any such amendment or supplement. (h) To pay all expenses, fees and taxes (but not including any transfer taxes) in connection with (i) except as provided in Section 6(g) hereof, the preparation, filing, printing and delivery of copies of the Registration Statement and the Prospectus and in each case amendments and supplements thereto, including in each case all documents incorporated by reference therein, and this Agreement, (ii) the preparation, printing, issue and delivery of the Securities, including any fees and expenses relating to the use of Securities issued in book-entry form, (iii) the qualification for offer and sale of the Securities under state securities laws as provided in Section 6(b) hereof, including filing fees and the reasonable fees and disbursements of Counsel for the Agents (such counsel fees not to exceed $7,500) in connection therewith and in connection with the preparation of any Blue Sky survey, (iv) the preparation, execution and delivery of the Supplemental Indenture, (v) the furnishing of the opinions of counsel for the Company and its subsidiaries and certificates of the Company, (vi) the delivery by the Agents of the Prospectus and any amendments or supplements thereto in connection with the solicitations or confirmations of sales of the Securities, (vii) any fees charged by rating agencies for the rating of the Securities, (viii) any advertising and other out-of-pocket expenses of the Agents incurred with the approval of the Company and (ix) the fees and disbursements of the Company's counsel and accountants and of the Trustee and its counsel. The Company also agrees to pay or reimburse the Agents for the reasonable fees and expenses of Counsel for the Agents for their continuing advice and services in connection with the transactions contemplated hereby. (i) Promptly after the execution of this Agreement, to reimburse Counsel for the Agents for their reasonable fees and expenses in connection with the implementation of the program for the offer and sale of the Securities as contemplated hereby. (j) The Company shall not use or authorize the use of any Prospectus containing the name of any Agent in connection with sales of Registered Securities through any agent of the Company other than an Agent, unless the name of such agent is contained in the Prospectus (including any Pricing Supplement). 7. Conditions of Agents' Obligations The obligations of each Agent to act and continue to act as agent hereunder and any obligation of any Agent to purchase Securities pursuant to a Terms Agreement shall be subject to the accuracy of the representations and warranties made herein on the part of the Company at the date of this Agreement, when any amendment or supplement to the Prospectus is filed with the Commission and any Settlement Date (in each case with the same effect as though made at such time), to the performance by the Company of all of its obligations to be performed hereunder, and to the following additional conditions: (a) If filing of the Prospectus, or any supplement thereto, is required pursuant to Rule 424 under the Securities Act, the Prospectus and any such supplement shall have been filed in the manner and within the time period required by such Rule; no stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for that purpose shall be pending or threatened by the Commission; and at the date of this Agreement an appropriate order or orders of the Commission under the Holding Company Act relating to the issue and sale of the Securities shall be in full force and effect. (b) At the date of this Agreement, the Agents shall have received from Reid & Priest LLP, counsel for the Company, Stryker, Tams & Dill, New Jersey counsel for the Company, [Anna Marie Cellino], counsel for the Subsidiaries, and Winthrop, Stimson, Putnam & Roberts, Counsel for the Agents, opinions in substantially the form and substance prescribed in Annexes A, B, C and D, respectively, hereto, with such changes therein as may be agreed upon by the Company and the Agents, with the approval of Counsel for the Agents. (c) At the date of this Agreement, the Agents shall have received from Price Waterhouse LLP a letter to the effect that (i) they are independent accountants with respect to the Company and its subsidiaries within the meaning of the Securities Act and the applicable published rules and regulations thereunder; (ii) in their opinion, the consolidated financial statements of the Company and its subsidiaries audited by them and incorporated by reference in the Registration Statement and the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the Exchange Act and in each case the published rules and regulations thereunder; (iii) on the basis of (1) performing procedures as specified by the American Institute of Certified Public Accountants for a review of interim financial information as described in Statement on Auditing Standard No. 71, Interim Financial Information, on the unaudited consolidated balance sheets and the unaudited consolidated statements of income and earnings reinvested in the business and of cash flows of the Company incorporated by reference in the Registration Statement and included in the Company's quarterly reports on Form 10-Q filed by the Company with the Commission under Section 13 of the Exchange Act, (2) a reading of the minutes of meetings of the Board of Directors, the pro-tempore committee thereof and shareholders of the Company and its subsidiaries since the close of the most recent audited fiscal year as set forth in the minute books through a specified date, and (3) making inquiries of certain officials of the Company and its subsidiaries who have responsibility for financial and accounting matters (it being understood that the foregoing procedures do not constitute an audit made in accordance with generally accepted auditing standards and they would not necessarily reveal matters of significance with respect to the comments made in such letter, and accordingly that Price Waterhouse LLP makes no representation as to the sufficiency of such procedures for the Agents' purposes), nothing has come to their attention that caused them to believe that (A) the unaudited consolidated financial statements of the Company included in or incorporated by reference in the Registration Statement and the Prospectus do not comply as to form in all material respects with the accounting requirements of the Exchange Act and the published rules and regulations thereunder or that any material modifications should be made to said unaudited consolidated financial statements included in or incorporated by reference in the Registration Statement and the Prospectus for them to be in conformity with generally accepted accounting principles, or (B) at the date of the latest available financial statements of the Company, if any, and at a subsequent date not more than five days prior to the date of such letter, there was any change in the common stock or long-term debt of the Company and its subsidiaries, or any decrease in total common stock equity or net assets of the Company and its subsidiaries (other than as occasioned by the declaration of regular dividends), as compared with amounts shown in the most recent consolidated balance sheet included in or incorporated by reference in the Registration Statement and the Prospectus, except in all instances for such changes or decreases that the Registration Statement and the Prospectus disclose have occurred or may occur, or that are described in such letter and (iv) they have carried out certain procedures and made certain findings, as specified in such letter, with respect to certain amounts included in the Prospectus and Exhibit 12 to the 1996 Registration Statement and such other items as the Agents may reasonably request. (d) At the date of this Agreement, the Agents shall have received from the Company a certificate of the Company, signed by the Chairman of the Board or the Senior Vice President stating that: (i) the representations and warranties of the Company in this Agreement are true and correct in all material respects on and as of the date hereof with the same effect as if made on the date hereof and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied as a condition to the obligation of the Agents to solicit offers to purchase the Securities or to purchase Securities as principal, as the case may be; (ii) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or, to the Company's knowledge, threatened by the Commission; and (iii) such signer of such certificate has examined the Registration Statement and the Prospectus and, to the best of such signer's knowledge, (A) the Registration Statement does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (B) the Prospectus does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and (C) since the effective date of the Registration Statement, there has not occurred any event required to be set forth in the Prospectus that has not been so set forth. (e) All legal proceedings to be taken in connection with the issuance and sale of the Securities shall have been satisfactory in form and substance to Counsel for the Agents. In case any of the conditions specified above in this Section 7 shall not have been fulfilled when and as required to be fulfilled, this Agreement (or, at the option of any Agent, acting as principal, any applicable Terms Agreement) may be terminated by any Agent, insofar as this Agreement relates to such Agent, by notice to the Company at any time and any such termination shall be without liability of any party to any other party, except that the covenant regarding provision of an earnings statement set forth in Section 6(f) hereof, the provisions set forth in Section 6(g) hereof, the provisions concerning payment of expenses under Section 6(h) hereof, the indemnity and contribution agreement set forth in Section 9 hereof, the provisions set forth in Section 12 hereof and the provisions of Section 14 hereof concerning the representations, warranties and agreements to survive delivery shall remain in effect. 8. Further Representations, Warranties and Covenants by the Company. The Company represents, warrants, and covenants with the Agents, that: (a) Each authorization by the Company to the Agents to offer for sale, or solicit purchases of, the Securities as provided in the Procedures, and each delivery of Securities to any Agent pursuant to a Terms Agreement, shall be deemed to be an affirmation that the representations and warranties of the Company contained in this Agreement are true and correct at the time of such authorization, or such delivery, as the case may be, and an undertaking that such representations and warranties will be true and correct at the time of delivery of and payment for Securities sold pursuant to such authorization, in each case as though made at and as of each such time (except that such representations and warranties shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to each such time). (b) Each time that the Registration Statement or the Prospectus shall be amended or supplemented (except (i) Pricing Supplements and supplements or amendments relating solely to the sale of Registered Securities other than the Securities, (ii) supplements or amendments relating to a change in the principal amount of Securities remaining to be sold or similar changes and (iii) Current Reports on Form 8-K (unless otherwise requested in writing by any Agent)), the Company shall furnish or cause to be furnished forthwith to the Agents a certificate in form and substance satisfactory to the Agents in their reasonable judgment to the effect that the statements contained in the certificate referred to in Section 7(d) hereof that was last furnished to the Agents are true and correct at the time of such amendment or supplement or filing as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time) or, in lieu of such certificate, a certificate, in form and substance satisfactory to the Agents in their reasonable judgment, of the same general tenor as the certificate referred to in said Section 7(d) but modified to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificate. (c) Each time that the Registration Statement or the Prospectus shall be amended or supplemented (except (i) Pricing Supplements, and supplements or amendments relating solely to the sale of Registered Securities other than the Securities, (ii) supplements or amendments relating to a change in the principal amount of Securities remaining to be sold or similar changes and (iii) Current Reports on Form 8-K (unless otherwise requested in writing by the Agents)), the Company shall furnish or cause to be furnished forthwith to the Agents written opinions of Reid & Priest LLP, counsel for the Company, Stryker, Tams & Dill, New Jersey counsel for the Company, or in each case such other firm or firms as shall be designated by the Company and reasonably satisfactory to the Agents, and counsel for the Company's subsidiaries, dated the date of delivery thereof and in form and substance satisfactory to Counsel for the Agents, of the same tenor as the opinions required by paragraphs 2, 3 and 5 and the third to last paragraph of Annex A, paragraph 3 of Annex B and paragraph 5 of Annex C hereof but modified to relate to the Registration Statement and the Prospectus as amended and supplemented to the date of such opinions, or, in lieu of such opinions, each such counsel may furnish to the Agents a letter to the effect that the Agents may rely on the last opinion delivered by such counsel to the same extent as though it were dated the date of such letter authorizing reliance (except that statements in such most recent opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance). (d) Each time that the Registration Statement or the Prospectus shall be amended or supplemented to set forth financial information included in or derived from the Company's financial statements, the Company shall cause its independent accountants to furnish to the Agents a letter, dated the date of filing such amendment or supplement or document with the Commission, in form and substance satisfactory to the Agents in their reasonable judgment, of the same general tenor as the letter referred to in Section 7(c) hereof but with appropriate modifications to relate to the Registration Statement and the Prospectus as amended and supplemented to the date of such letter and as may be necessary to reflect changes in the financial information included or incorporated by reference in the Registration Statement and the Prospectus as then amended or supplemented since the date of the last previous such letter furnished to the Agents; provided, however, that no letter need be furnished with respect to year-end audited financial statements of the Company if copies of such audited financial statements are delivered to the Agents. (e) Notwithstanding the foregoing, it is agreed that if, at any time and from time to time during the term of this Agreement, (i) the Company should deliver to the Agents notification of its decision to suspend any sale of Securities hereunder and each Agent shall have suspended solicitations at such time, (ii) each Agent shall not at such time hold any Securities as principal pursuant to a Terms Agreement with the intention of reselling them and (iii) no offer to purchase any of the Securities shall have been accepted by the Company at such time without the delivery to the purchaser or such purchaser's agent of the Securities relating thereto having occurred, then during the period of any such suspension or suspensions the Company shall be relieved of its obligation to provide to the Agents the certificates, opinions and letters required pursuant to Sections 8(b), 8(c) and 8(d). However, whenever such a suspension is lifted, the Company shall be required to deliver to the Agents, prior to the resumption of any sale of Securities hereunder, the most recent certificate, opinions and letter that would have been required except for such suspension. 9. Indemnification and Contribution. (a) The Company agrees to indemnify, defend and hold harmless each Agent, its officers, directors, employees and agents and each person, if any, who controls such Agent within the meaning of Section 15 of the Securities Act from and against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities Act or any other statute or common law, as incurred, and to reimburse each of them for any legal or other expenses (including, to the extent hereinafter provided, reasonable counsel fees) incurred by them in connection with investigating any such losses, claims, damages or liabilities or in connection with defending any actions, as incurred, insofar as such losses, claims, damages, liabilities, expenses or actions arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus, as amended or supplemented (if any amendments or supplements thereto shall have been furnished), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus (if used prior to the effective date of the Registration Statement), or the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the indemnity agreement with respect to such Agent (and its officers, directors, employees and agents and each person, if any, who controls such Agent within the meaning of Section 15 of the Securities Act) contained in this Section 9 shall not apply to any such losses, claims, damages, liabilities, expenses or actions arising out of, or based upon, any such untrue statement or alleged untrue statement, or any such omission or alleged omission, if such statement or omission was made in reliance upon and in conformity with information furnished to the Company in writing by or on behalf of such Agent, for use in connection with the preparation of the Registration Statement or the Prospectus or any amendment or supplement to either thereof, or arising out of, or based upon, statements in or omissions from Exhibit 25 to the Registration Statement which shall constitute the Statement of Eligibility on Form T-1 of the Trustee under the Trust Indenture Act; and provided further, that the indemnity agreement contained in this Section 9 shall not inure to the benefit of such Agent (or of any person controlling such Agent) on account of any such losses, claims, damages, liabilities, expenses or actions arising from the sale of the Securities to any person if such Agent shall have failed to send or give to such person (unless such failure resulted from the Company's failure to comply with clause (iii) of Section 6(g) hereof) (i) with or prior to the written confirmation of such sale, a copy of the Prospectus or the Prospectus as amended or supplemented, if any amendments or supplements thereto shall have been furnished to such Agent prior to the time of written confirmation of the sale involved, but exclusive of any documents incorporated or deemed to be incorporated by reference pursuant to Item 12 of Form S-3, and the alleged omission or alleged untrue statement was corrected in the Prospectus as so amended or supplemented at the time of such confirmation or (ii) with or prior to the delivery of such Securities to such person, a copy of any amendment or supplement to the Prospectus that shall have been furnished to such Agent subsequent to such written confirmation and prior to the delivery of such Securities to such person, but exclusive of any documents incorporated by reference pursuant to Item 12 of Form S-3, and the alleged omission or alleged untrue statement was corrected in the Prospectus as so amended or supplemented at the time of such delivery. The indemnity agreement of the Company contained in this Section 9 and the representations and warranties of the Company contained herein shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of the Agents or any such indemnified person, and shall survive the delivery of, and payment for, the Securities. Each Agent agrees promptly to notify the Company of the commencement of any litigation or proceedings against it or any such indemnified person in connection with the issuance and sale of the Securities. (b) Each Agent agrees to indemnify, defend and hold harmless the Company, its officers, directors, employees and agents and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act from and against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities Act or other statute or common law, as incurred, and to reimburse each of them for any legal or other expenses (including, to the extent hereinafter provided, reasonable counsel fees) incurred by them in connection with investigating any such losses, claims, damages or liabilities, or in connection with defending any actions, as incurred, insofar as such losses, claims, damages, liabilities, expenses or actions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the 1996 Registration Statement or Prospectus, as amended or supplemented (if any amendments or supplements thereto shall have been furnished), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but only if such statement or omission was made in reliance upon and in conformity with information furnished to the Company in writing by or on behalf of such Agent, for use in connection with the preparation of the 1996 Registration Statement or the Prospectus or any amendment or supplement to either thereof. The Company acknowledges that the statements set forth in [THE AGENT'S INFORMATION LETTER LANGUAGE TO BE AGREED UPON] constitute the only information furnished in writing by or on behalf of the Agents for use in connection with the preparation of the documents referred to in the foregoing indemnity and the Agents confirm that such statements are and will be correct. The indemnity agreement of each Agent contained in this Section 9 shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of the Company or any of its officers or directors or any such controlling person, and shall survive the delivery of the Securities. The Company agrees promptly to notify each Agent of the commencement of any litigation or proceedings against the Company (or any controlling person thereof) or any of its officers or directors in connection with the issuance and sale of the Securities. (c) Each of the Company and the Agents shall, upon the receipt of notice of the commencement of any action against it, its officers, directors, employees or agents or any person controlling the Company or any such Agent as aforesaid, in respect of which indemnity may be sought on account of any indemnity agreement contained herein, promptly give written notice of the commencement thereof to the party or parties against whom indemnity shall be sought hereunder, but the omission so to notify such indemnifying party or parties of any such action shall not relieve such indemnifying party or parties from any liability on account of such indemnity agreement except to the extent that it has been prejudiced in any material respect by such omission or from any liability it or they may have to the indemnified party otherwise than on account of such indemnity agreement. In case such notice of any such action shall be so given, such indemnifying party shall be entitled to participate at its own expense in the defense or, if it so elects, to assume (in conjunction with any other indemnifying parties) the defense of such action, in which event such defense shall be conducted by counsel chosen by such indemnifying party or parties and satisfactory to the indemnified party or parties who shall be defendant or defendants in such action, and such defendant or defendants shall bear the fees and expenses of any additional counsel retained by them; but if the indemnifying party shall elect not to assume the defense of such action, such indemnifying party will reimburse such indemnified party or parties for the reasonable fees and expenses of any counsel retained by them; provided, however, if the defendants in any such action include both the indemnified party and the indemnifying party and counsel for the indemnifying party shall have reasonably concluded that there may be a conflict of interest involved in the representation by such counsel of both the indemnifying party and the indemnified party or parties, the indemnified party or parties shall have the right to select separate counsel, satisfactory to the indemnifying party, to participate in the defense of such action on behalf of such indemnified party or parties (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel, including any local counsel, representing the indemnified party or parties who are parties to such action). (d) If the indemnification provided for in subsection (a) or (b) of this Section 9 is unavailable to an indemnified party in respect of any loss, liability, claim, damage, expense or action referred to therein, then each indemnifying party under such subsection, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such loss, liability, claim, damage, expense or action in such proportion as is appropriate to reflect (i) the relative benefits received by the Company and each Agent from the offering of the Securities, (ii) the relative fault of the Company and of each Agent in connection with the statements or omissions that resulted in such loss, liability, claim, damage, expense or action, and (iii) any other relevant equitable considerations. The relative benefits received by the Company and each Agent shall be determined by reference to the respective proportions that the net proceeds from the offering (before deducting expenses) received by the Company and the total commissions received by each Agent bear to the aggregate public offering price of the Securities. The relative fault of the Company and the Agent shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by the Agent and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. (e) The Company and each Agent agree that it would not be just and equitable if contribution pursuant to this Section 9 were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in subsection (d) of this Section 9. The amount paid or payable by an indemnified party as a result of the loss, liability, claim, damage, expense or action referred to in subsection (d) of this Section 9 shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. 10. Termination. (a) This Agreement (excluding any Terms Agreement) may be terminated for any reason, at any time by either the Company as to any Agent or by any Agent, insofar as this Agreement relates to such Agent, upon the giving of one business day's written notice of such termination to such Agent or the Company, as applicable. (b) Any Agent may terminate any Terms Agreement, immediately upon notice to the Company, at any time since the date of such Terms Agreement and prior to the Settlement Date relating thereto (i) if there shall have occurred any new outbreak of hostilities, including, but not limited to, an escalation of hostilities that existed prior to the date of such Terms Agreement, or other national or international calamity or crisis the effect of which is such as to make it, in the reasonable judgment of such Agent, impracticable to market the Securities or enforce contracts for the sale of the Securities, or (ii) if trading in any securities of the Company has been suspended by the Commission or a national securities exchange, or if trading generally on either the American Stock Exchange or the New York Stock Exchange shall have been suspended, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by either of such exchanges or by order of the Commission or any other governmental authority, or if a banking moratorium shall have been declared by either Federal or New York authorities, or (iii) if the rating assigned by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 15c3-1 under the Exchange Act) to any debt securities of the Company as of the date of such Terms Agreement shall have been lowered, the effect of which is to make it impracticable or inadvisable, in the reasonable judgment of such Agent after discussions with the Company, to market the Securities or (iv) if any nationally recognized statistical rating organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company's debt securities, the effect of which is to make it impracticable or inadvisable, in the reasonable judgment of such Agent after discussions with the Company, to market the Securities. (c) In the event of any such termination pursuant to subsection (a) or (b) of this Section 10, neither party will have any liability to the other party hereto, except that (i) each Agent shall be entitled to any commissions earned in accordance with Section l(e) hereof, (ii) if at the time of termination (A) such Agent shall own any Securities purchased pursuant to a Terms Agreement with the intention of reselling them or (B) an offer to purchase any of the Securities has been accepted by the Company but the time of delivery to the purchaser or such purchaser's agent of the Securities relating thereto has not occurred, the covenants set forth in Sections 6 and 8 hereof shall remain in effect until such Securities are so resold or delivered, as the case may be, and (iii) the covenants set forth in Sections 6(f), 6(g) and 6(h) hereof, the provisions of Section 7 hereof, the indemnity and contribution agreements set forth in Section 9 hereof, and the provisions of Sections 12 and 14 hereof shall remain in effect. 11. Purchases as Principal. Each sale of Securities to any Agent or Agents as principal shall be made in accordance with the terms contained herein and pursuant to a separate agreement that will provide for the sale of such Securities to, and the purchase and reoffering thereof by, such Agent or Agents. Each such separate agreement (which may be an oral agreement and confirmed in writing as described below between such Agent or Agents and the Company) is herein referred to as a "Terms Agreement." Unless the context otherwise requires, each reference contained herein to "this Agreement" shall be deemed to include any applicable Terms Agreement between the Company and such Agent or Agents. Each such Terms Agreement, whether oral (and confirmed in writing, which may be by facsimile transmission) or in writing, shall be with respect to such information (as applicable) as is specified in Exhibit C hereto. Such Agent's or Agents' commitment to purchase Securities pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth and, in the case of a sale of Securities pursuant to a Terms Agreement to more than one Agent, such Agents' commitment to purchase shall be several and not joint. Each Terms Agreement shall specify the principal amount of Securities to be purchased by such Agent or Agents pursuant thereto, the price to be paid to the Company for such Securities, the time and place of delivery of and payment for such Securities and such other provisions (including further terms of the Securities) as may be mutually agreed upon. In connection with the resale of Securities purchased by an Agent or Agents under a Terms Agreement, such Agent or Agents may utilize a selling or dealer group. Such Terms Agreement may also specify the requirements for the opinions of counsel, accountant's letter and officer's certificate pursuant to Sections 7(b), 7(c) and 7(d) hereof, which opinions of counsel, accountant's letter and officer's certificate shall be modified to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery thereof, except that references to the Securities in such opinions of counsel shall mean the Securities sold pursuant to such Terms Agreement and the matters set forth therein relating to the enforceability of such Securities and this Agreement shall be modified to reflect the issuance and sale thereof in accordance with this Agreement pursuant to such Terms Agreement. 12. Miscellaneous. THE VALIDITY AND INTERPRETATION OF THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK. This Agreement may be executed in counterparts and the executed counterparts shall together constitute a single instrument. This Agreement shall inure to the benefit of the Company and the Agents, and, with respect to the provisions of Section 9 hereof, each person referred to in such Section 9, and their respective successors. Nothing in this Agreement is intended or shall be construed to give to any other person, firm or corporation any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. The term "successors" as used in this Agreement shall not include any purchaser, as such purchaser, of any Securities from the Company or from any Agent as principal. 13. Notices. Unless otherwise provided herein, all notices required under the terms and provisions hereof shall be in writing, either delivered by hand, by mail or by telex, telecopier or telegram, and any such notice shall be effective when received at the address specified below. If to the Company: National Fuel Gas Company 10 Lafayette Square Buffalo, New York 14203 Attention: Mr. Philip C. Ackerman Senior Vice President Telephone No.: (716) 857-7000 Telecopier No.: (716) 857-7206 With a copy to: Reid & Priest LLP 40 West 57th Street New York, New York 10019 Attention: Robert J. Reger, Jr., Esq. Telephone No.: 212-603-2000 Telecopier No.: 212-603-2001 If to ---------------------------: Attention: Telephone No.: Telecopier No.: or at such other addresses as such parties may designate from time to time by notice duly given in accordance with the terms of this Section 13. 14. Representations, Warranties and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement, or contained in certificates of officers of the Company submitted pursuant hereto, shall remain operative and in full force and effect, and shall survive each delivery of and payment for any of the Securities. If the foregoing correctly sets forth our understanding, please indicate your acceptance thereof in the space provided below for that purpose, whereupon this letter and your acceptance shall constitute a binding agreement between us and each of you. Very truly yours, NATIONAL FUEL GAS COMPANY By -------------------------- Accepted and delivered as of the date first above written: By ------------------------------------ ANNEX A [REID & PRIEST LLP LETTERHEAD] --------------------, 199- As the Agents named in the Distribution Agreement effective ------------, 199- between each of you and National Fuel Gas Company (the "Agreement") Ladies and Gentlemen: We have acted as counsel for National Fuel Gas Company ("Company") in connection with the proposed issuance and sale of up to $----------- in aggregate principal amount of its Debentures designated as Medium-Term Notes ("Notes"), to be issued under the Company's Indenture, dated as of October 15, 1974, to The Bank of New York (formerly Irving Trust Company) ("Trustee"), as Trustee, as amended and supplemented, the latest such supplement being the -------- Supplemental Indenture, dated as of -----, 199- (such Indenture, as so amended and supplemented, being hereinafter called the "Indenture"). We have examined the Registration Statements on Form S-3 (File Nos. 33-49401 and 333------) filed by the Company under the Securities Act of 1933, as amended (the "Act"), as each became effective under the Act (collectively, the "Registration Statements"); the Company's combined Prospectus dated ----------- -----, 199- as supplemented by the Prospectus Supplement dated -- ----------, 199- (such combined Prospectus, as so supplemented, the "Prospectus"), filed by the Company pursuant to Rule 424(b) of the rules and regulations of the Securities and Exchange Commission ("Commission") under the Act, which pursuant to Form S-3 incorporates or is deemed to incorporate by reference the Annual Report on Form 10-K of the Company for the fiscal year ended September 30, 1995 (the "Annual Report"), the Quarterly Reports on Form 10-Q of the Company for the quarterly periods ended December 31, 1995 and March 31, 1996 and the Current Reports on Form 8-K of the Company dated ---------------- and --- ------------- (collectively, the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"); and the Indenture. In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notes, of which we have examined a specimen), and upon originals or copies, certified or otherwise identified to our satisfaction, of such corporate records, agreements, documents and other instruments and such certificates or comparable documents of public officials and of officers and representatives of the Company, and have made such other and further investigations, as we have deemed relevant and necessary as a basis for the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of such latter documents. With respect to legal matters governed by the laws of the State of New Jersey, including matters relating to the due incorporation of the Company, we understand that you are relying upon the opinion of Stryker, Tams & Dill, New Jersey counsel for the Company, dated the date hereof and addressed to you, which is being furnished to you pursuant to the Agreement. We do not pass upon the incorporation of the Company. With respect to certain other legal matters relating to the Company and to the due incorporation of, and various other matters relating to, certain subsidiaries of the Company, we understand that you are relying upon the opinion of [Anna Marie Cellino], Esq., counsel for the Company and such subsidiaries, dated the date hereof and addressed to you, which is being furnished to you pursuant to the Agreement. Based upon the foregoing and subject to the qualifications and limitations stated therein, we hereby advise you that in our opinion: 1. The Company had full power and authority to execute the Indenture and the Indenture has been duly authorized, executed and delivered by the Company, has been duly qualified under the Trust Indenture Act of 1939, as amended ("Trust Indenture Act"), and assuming due authorization, execution and delivery thereof by the Trustee, constitutes a valid and legally binding instrument enforceable against the Company in accordance with its terms, subject as to enforceability to (i) bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent conveyance, moratorium or other similar laws affecting the enforcement of creditors' rights and remedies, and (ii) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), including, without limitation (x) the possible unavailability of specific performance, injunctive relief or any other remedy, and (y) concepts of materiality, reasonableness, good faith, fair dealing and equitable subordination. 2. The Notes have been duly authorized by the Company and, when the terms of the Notes and of their issue and sale have been duly established in accordance with the Indenture, the Resolutions (as defined in the Indenture), the Agreement and the aforesaid authorization (so as not to violate any applicable law, regulation or order of any regulatory body or agreement or instrument then binding on the Company) and when such Notes have been duly executed by the Company and authenticated by the Trustee in accordance with the provisions of the Indenture and the aforesaid authorization and upon payment and delivery in accordance with the Agreement, such Notes, subject to the qualifications in paragraph 1 above, will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits of the Indenture. 3. The Registration Statements have become and are effective under the Act; and to the best of our knowledge, no proceedings for a stop order with respect thereto are pending or threatened under Section 8 of the Act. 4. The statements made in the Prospectus under "Description of the New Debt Securities and the Indenture" and "Description of the Offered Notes and Indenture," insofar as they purport to constitute summaries of the terms of the documents referred to therein that have been executed and delivered on or before the date hereof, constitute accurate summaries of the terms of such documents in all material respects. 5. [Appropriate orders of the Commission under the Public Utility Holding Company Act of 1935, which are required for the valid issuance and sale of up to ------------------- aggregate principal amount of Notes under the Agreement, have been obtained;] to the best of our knowledge, said orders are in full force and effect; and no authorization of any other public authority is required (other than in connection or compliance with the provisions of the "blue sky" laws of any jurisdiction) for the valid issuance and sale of the Notes by the Company under the Agreement. 6. The Agreement has been duly authorized, executed and delivered by the Company. 7. The Company is in good standing under the laws of the State of New York. In rendering the opinion set forth in paragraph 2 above, we have necessarily assumed that, at the time of any issuance and sale of any of the Notes, (i) the Board of Directors of the Company (or any committee thereof acting pursuant to authority properly delegated to such committee by the Board of Directors) has not taken any action to rescind or otherwise reduce its prior authorization of the issuance of the Notes and an officer of the Company, as stated in the resolutions of the Board of Directors (or any such committee) relating to the Notes, has executed and delivered such Notes and [(ii) the orders of the Commission with respect to the Notes, dated April 20, 1995, October 19, 1995, March 6, 1996 and ----------------, are in full force and effect and have not been modified or amended by the Commission, and the Company is in compliance therewith]. We have not independently verified the accuracy, completeness or fairness of the statements made or included in the Registration Statements, the Prospectus or the Exchange Act Documents and take no responsibility therefor, except as and to the extent set forth in paragraph 4 above or as they relate to us. In the course of the preparation by the Company of the Registration Statements and the Prospectus (excluding the Exchange Act Documents), we participated in conferences with certain of its officers and employees, with other counsel for the Company, with representatives of Price Waterhouse LLP, the Company's independent accountants, and with your representatives and your counsel. We did not prepare the Exchange Act Documents; however, we did review the Annual Report prior to its filing with the Commission. Based on our examination of the Registration Statements, the Prospectus and the Exchange Act Documents, our investigations made in connection with the preparation of the Registration Statements and the Prospectus (excluding the Exchange Act Documents) and our participation in the conferences referred to above, (i) we are of the opinion that each of the Registration Statements, as of the date it was declared effective by the Commission, and the Prospectus, as of the date it was filed under Rule 424(b) of the rules and regulations of the Commission under the Act, complied as to form in all material respects with the requirements of the Act and the Trust Indenture Act and the applicable rules and regulations of the Commission under such Acts and that the Exchange Act Documents complied as to form when filed in all material respects with the requirements of the Exchange Act and the applicable rules and regulations of the Commission thereunder, except that in each case we express no opinion with respect to the financial statements or other financial or statistical data contained or incorporated by reference in the Registration Statements, the Prospectus or the Exchange Act Documents, and (ii) we have no reason to believe that either of the Registration Statements, as of the date it was declared effective by the Commission (including the Exchange Act Documents on file with the Commission on such date), contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading or that the Prospectus, as of the date hereof (including the Exchange Act Documents), contains an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that in each case we express no opinion or belief with respect to the financial statement or other financial or statistical data contained or incorporated by reference in the Registration Statements, the Prospectus or the Exchange Act Documents. We are members of the Bar of the State of New York and we do not express any opinion herein concerning any law other than the law of the State of New York, the Federal law of the United States and, to the extent set forth herein, the laws of the State of New Jersey. Insofar as the opinions expressed herein relate to or are dependent upon matters governed by the laws of the State of New Jersey, we have relied upon the opinion of Stryker, Tams & Dill referred to above. This opinion is rendered to you in connection with the above-described transaction. This opinion may not be relied upon by you for any other purpose, or relied upon by, or furnished to, any other person, firm or corporation without our prior written consent. Very truly yours, REID & PRIEST LLP ANNEX B [LETTERHEAD OF STRYKER, TAMS & DILL] -------------, 199- As the Agents named in the Distribution Agreement effective ---------, 199- between each of you and National Fuel Gas Company (the "Distribution Agreement") Ladies and Gentlemen: Referring to the proposed issuance by National Fuel Gas Company ("National") of up to $----------- aggregate principal amount of its Debentures designated as Medium-Term Notes, Series ------------- ("Notes"), to be issued under the Indenture dated as of October 15, 1974, between National and The Bank of New York (formerly Irving Trust Company), as Trustee (the "Trustee"), as amended and supplemented, the latest such supplement being the -- ------ Supplemental Indenture dated as of ----------, 199- (as so supplemented, the "Indenture"), we advise you as follows: We have been New Jersey counsel for National for many years and have examined certified copies of its Restated Certificate of Incorporation and each amendment and supplement thereof to date (as amended and supplemented, the "Restated Charter"), together with the original corporate records in connection with the incorporation of National. We have also examined a certified copy of its By-Laws, as amended to date (as amended, the "By-Laws"). We have reviewed the minutes of (i) the meetings of the Board of Directors of National held on September 16, 1994 and March 19, 1996, and (ii) meeting of the pro tempore committee of the Board of Directors of National held on --------- ---------, and have examined certified copies of the resolutions adopted at each of those meetings. We have examined the Registration Statements of National on Form S-3 relating to the Notes (Nos. 33-49401 and 333------) and the combined Prospectus (including the Prospectus Supplement dated ---------- which forms a part of such Registration Statement No. 333------), each as amended and supplemented to date, and either signed or certified copies of the orders of the Securities and Exchange Commission with respect to such Registration Statements. Such Registration Statements are hereinafter referred to as the "Registration Statement" and the combined Prospectus included in the Registration Statement, as amended and supplemented, is hereinafter called the "Prospectus." We have also examined the offering documents used in connection with the sale of the Notes, including the form of Distribution Agreement between the Company and each of you dated as of --------------, 1996 (the "Distribution Agreement"). In addition, we have examined and, as to matters of fact, have relied upon the documents delivered to you at the closing (including, without limitation, the Certificate of Officers of National evidencing compliance with Sections 6.05 and 15.03 of the Indenture; but excluding the Notes, of which we have --- --------- examined a specimen) and upon originals or copies, certified or otherwise identified to our satisfaction, of such corporate records, agreements, documents and other instruments and such certificates or comparable documents of public officials and of officers and representatives of National, and have made such other and further investigations, as we have deemed relevant and necessary as a basis for the opinions hereinafter expressed. In rendering the opinion set forth in paragraph 3 below, we have necessarily assumed that, at the time of any issuance and sale of any of the Notes, the Board of Directors of the Company (or any committee thereof acting pursuant to authority properly delegated to such committee by the Board of Directors) has not taken any action to rescind or otherwise reduce its prior authorization of the issuance of the Notes and an officer of the Company, as stated in the resolutions of the Board of Directors (or any such committee) relating to the Notes, has executed and delivered such Notes. Based upon the foregoing and upon such examination of law as we have deemed necessary in order to give this opinion, it is our opinion that: 1. National was duly incorporated and is validly existing as a corporation under the laws of the State of New Jersey, and is authorized by such laws and its Restated Charter to carry on its current business. 2. National had full power and authority to execute the Indenture and the Indenture has been duly authorized, executed and delivered by and, insofar as New Jersey law applies and assuming due authorization, execution and delivery by the Trustee, is legally valid and binding upon National, except as limited by (x) bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent conveyance, moratorium, or other similar laws of general application relating to or affecting creditors' rights and remedies and (y) general principles of equity (whether such enforceability is considered in a proceeding in equity or at law), including, without limitation, the possible unavailability of specific performance, injunctive relief or any other equitable remedy and the concepts of materiality, commercial reasonableness, good faith, fair dealing and equitable subordination. 3. The Notes have been duly authorized by National and, insofar as New Jersey law applies, when the terms of any of the Notes and of their issuance and sale have been duly established in accordance with the Indenture, the Resolutions (as defined in the Indenture), the Distribution Agreement and the aforesaid authorizations (so as not to violate any applicable law, regulation or order of any regulatory body, or any agreement or instrument then binding on National) and when such Notes have been duly executed by National and authenticated by the Trustee in accordance with the provisions of the Indenture and the aforesaid authorization and upon payment and delivery in accordance with the Distribution Agreement, such Notes will be in due legal form and will be duly issued by, and will constitute legal, valid and binding obligations of National and will be entitled to the benefits provided by the Indenture, except as limited by (x) bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent conveyance, moratorium, or other similar laws of general application relating to or affecting creditors' rights and remedies and (y) general principles of equity (whether such enforceability is considered in a proceeding in equity or at law), including, without limitation, the possible unavailability of specific performance, injunctive relief or any other equitable remedy and the concepts of materiality, commercial reasonableness, good faith, fair dealing and equitable subordination. 4. The use of facsimile signatures of officers of National upon the Notes has been duly authorized and is valid under the laws of the State of New Jersey. 5. The Distribution Agreement has been duly authorized, executed and delivered by National, and does not contravene the Restated Charter or By-Laws of National. We express no opinion herein concerning the applicability of state securities or "blue sky" laws, including, without limitation, the New Jersey Uniform Securities Law, as amended, to the proposed issuance and sale of the Notes by National or to the distribution thereof by each of you. We have read the opinions of even date herewith, rendered to you by Reid & Priest LLP and Winthrop, Stimson, Putnam & Roberts, and we concur in the legal conclusions expressed therein insofar as such conclusions involve questions of New Jersey law. A copy of this opinion is being delivered to each of Reid & Priest LLP and Winthrop, Stimson, Putnam & Roberts who, in their respective opinions to you of even date herewith, are entitled to rely upon the opinions expressed herein concerning matters of New Jersey law to the same extent as if this opinion had been addressed to each of them. Very truly yours, STRYKER, TAMS & DILL ANNEX C [LETTERHEAD OF ANNA MARIE CELLINO] ----------, 199- As the Agents named in the Distribution Agreement effective ----------, 199- between each of you and National Fuel Gas Company (the "Distribution Agreement") Ladies and Gentlemen: Please refer to the proposed sale and issuance by National Fuel Gas Company ("Company") of up to $----------- principal amount of its Debentures designated as Medium-Term Notes, Series -------. I have served as counsel for the Company and National Fuel Gas Distribution Corporation ("Distribution"), National Fuel Gas Supply Corporation ("Supply") and Seneca Resources Corporation ("Seneca"), all of which (the "Subsidiaries") are wholly-owned subsidiaries of the Company. I am familiar with the legal aspects of real property acquisitions in the State of New York and the Commonwealth of Pennsylvania by the Subsidiaries. I am also familiar with the litigation to which the Subsidiaries are parties, with their respective corporate records and with the minutes of their respective Boards of Directors. Based upon the foregoing, I am of the opinion that: 1. Supply and Seneca have been duly incorporated and are now validly existing as corporations in good standing under the laws of the Commonwealth of Pennsylvania. 2. Distribution has been duly incorporated and is now validly existing as a corporation in good standing under the laws of the State of New York. 3. Each of the Subsidiaries has full corporate power to conduct the business now being conducted by it as set forth in or incorporated by reference into the Prospectus (as defined in the Distribution Agreement) and is duly qualified to do business as a foreign corporation in and is in good standing under the laws of each other state in which such qualification is legally required. 4. Methods used in connection with investigating title to properties, or interests therein, owned by each of the Subsidiaries in the State of New York and the Commonwealth of Pennsylvania are consistent with good practice and established methods used by prudent companies engaged in similar businesses and are adequately designed to provide for the acquisition of such titles or interests. Substantially all of the properties now owned by the Subsidiaries in the State of New York and the Commonwealth of Pennsylvania have been held by subsidiaries of the Company for a number of years without any unfavorable adjudicated claim. 5. Except as set forth in or incorporated by reference into the Prospectus, the only litigation to which any of the Subsidiaries is a party is of a character incidental to its business and does not involve an amount not covered by insurance which is material in relation to the business of the Company and its subsidiaries as a whole. 6. Of the Company and the Subsidiaries, only Distribution carries on a public utility business in the State of New York or the Commonwealth of Pennsylvania. Distribution holds franchises which I consider to be adequate and sufficient to permit it to engage in the business which it presently conducts, and there is no pending litigation concerning its rights to render services under any such franchise. 7. The consummation of the transactions contemplated by the Distribution Agreement and the fulfillment of the terms thereof will not result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to, (i) the Restated Certificate of Incorporation and each amendment and supplement thereof to date or the By-Laws, as amended to date, or any contract, agreement or other instrument to which the Company is a party or by which it may be bound or (ii) any laws, order, rule or regulation applicable to the Company of any court or any federal or state governmental body having jurisdiction over the Company or its properties. Very truly yours, Anna Marie Cellino ANNEX D [WINTHROP, STIMSON, PUTNAM & ROBERTS LETTERHEAD] ----------------, 199- As the Agents named in the Distribution Agreement effective ------------, 199- between each of you and National Fuel Gas Company (the "Agreement") Ladies and Gentlemen: We have acted as your counsel in connection with the proposed issuance and sale by National Fuel Gas Company (the "Company") of up to $----------- aggregate principal amount of Debentures designated as Medium-Term Notes, Series ------- ("Notes") to be issued under the Company's Indenture, dated as of October 15, 1974, to The Bank of New York (formerly Irving Trust Company) (the "Trustee"), as amended and supplemented, the latest such supplement being the -------- Supplemental Indenture dated as of ----------, 199- (such Indenture, as so amended and supplemented, the "Indenture"). We have examined the Company's Registration Statements on Form S-3 (File Nos. 33-49401 and 333------) filed by the Company under the Securities Act of 1933, as amended (the "Act"), as each became effective under the Act (collectively, the "Registration Statements"); the Company's combined Prospectus dated ----------------, 199- as supplemented by the Prospectus Supplement dated ----------------, 199- (such Prospectus, as so supplemented, the "Prospectus"), filed by the Company pursuant to Rule 424(b) of the rules and regulations of the Securities and Exchange Commission (the "Commission") under the Act, which pursuant to Form S-3 under the Act incorporates or is deemed to incorporate by reference the Annual Report on Form 10-K of the Company for the fiscal year ended September 30, 1995 (the "Annual Report"), the Quarterly Reports on Form 10-Q of the Company for the quarterly periods ended December 31, 1995 and March 31, 1996 and the Current Reports on Form 8-K of the Company dated -------- -------- and ---------------- (collectively, the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"); and the Indenture. In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notes, of which we have examined a specimen), and upon originals or copies, certified or otherwise identified to our satisfaction, of such corporate records, agreements, documents and other instruments and such certificates or comparable documents of public officials and of officers and representatives of the Company, and have made such other and further investigations, as we have deemed relevant and necessary as a basis for the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of such latter documents. With respect to legal matters governed by the laws of the State of New Jersey, including matters relating to the due incorporation of the Company, we understand that you are relying upon the opinion of Stryker, Tams & Dill, New Jersey counsel for the Company, dated the date hereof and addressed to you, which is being furnished to you pursuant to the Agreement. We do not pass upon the incorporation and qualification to do business of the Company. With respect to certain other legal matters relating to the Company and to the due incorporation of, and various other matters relating to, certain subsidiaries of the Company, we understand that you are relying upon the opinion of [Anna Marie Cellino], Esq., counsel for the Company and such subsidiaries, dated the date hereof and addressed to you, which is being furnished to you pursuant to the Agreement. Based upon the foregoing and subject to the qualifications and limitations stated herein, we hereby advise you that in our opinion: (a) The Company had full power and authority to execute the Indenture and the Indenture has been duly authorized, executed and delivered by the Company, has been duly qualified under the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), and, assuming due authorization, execution and delivery thereof by the Trustee, constitutes a valid and legally binding instrument enforceable against the Company in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws relating to or affecting creditors' rights generally, by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law), or by an implied covenant of good faith and fair dealing. (b) The Notes have been duly authorized by the Company and, when the terms of the Notes and of their issue and sale have been duly established in accordance with the Indenture and the Resolutions (as defined in the Indenture), the Agreement and the aforesaid authorization so as not to violate any applicable law, regulation or order of any regulatory body or agreement or instrument then binding on the Company and when the Notes have been duly executed by the Company and authenticated by the Trustee in accordance with the provisions of the Indenture and the aforesaid authorization and upon payment and delivery in accordance with the Agreement, the Notes, subject to the qualifications in paragraph (a) above, will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefit of the Indenture. (c) The statements made in the Prospectus under "Description of the New Debt Securities and the Indenture" and "Description of the Offered Notes and Indenture," insofar as they purport to constitute summaries of the terms of the documents referred to therein that have been executed and delivered on or before the date hereof, constitute accurate summaries of the terms of such documents in all material respects. (d) The Commission has issued appropriate orders authorizing, to the extent, in our opinion, such authorization is necessary, the execution and delivery of the Agreement by the Company and no other approval or consent of any other governmental body is required for the execution and delivery of the Agreement by the Company. (e) The Agreement has been duly authorized, executed and delivered by the Company. In rendering the opinion set forth in paragraph (b) above, we have necessarily assumed that, at the time of any issuance and sale of any of the Notes, (i) the Board of Directors of the Company (or any committee thereof acting pursuant to authority properly delegated to such committee by the Board of Directors) has not taken any action to rescind or otherwise reduce its prior authorization of the issuance of the Notes and an officer of the Company, as stated in the resolutions of the Board of Directors (or any such committee) relating to the Notes, has executed and delivered such Notes and [(ii) the orders of the Commission with respect to the Notes, dated April 20, 1995, October 19, 1995, March 6, 1996 and -------------------, are in full force and effect and have not been modified or amended by the Commission, and the Company is in compliance therewith.] We have not independently verified the accuracy, completeness or fairness of the statements made or included in the Registration Statements, the Prospectus or the Exchange Act Documents and take no responsibility therefor, except as and to the extent set forth in paragraph (c) above. In the course of the preparation by the Company of the Registration Statements and the Prospectus (excluding the Exchange Act Documents), we participated in conferences with certain of its officers and employees, with counsel for the Company, with representatives of Price Waterhouse LLP, the Company's independent accountants, and with your representatives. We did not prepare the Exchange Act Documents; however, we did review a draft of the Annual Report prior to its filing with the Commission. Based on our examination of the Registration Statements, the Prospectus and the Exchange Act Documents, our investigations made in connection with the preparation of the Registration Statements and the Prospectus (excluding the Exchange Act Documents) and our participation in the conferences referred to above, (i) we are of the opinion that each of the Registration Statements, as of the date it was declared effective by the Commission, and the Prospectus, as of the date it was filed under Rule 424(b) of the rules and regulations of the Commission under the Act, complied as to form in all material respects with the requirements of the Act and the Trust Indenture Act and the applicable rules and regulations of the Commission under such Acts and that the Exchange Act Documents complied as to form when filed in all material respects with the requirements of the Exchange Act and the applicable rules and regulations of the Commission thereunder, except that in each case we express no opinion with respect to the financial statements or other financial or statistical data contained or incorporated by reference in the Registration Statements, the Prospectus or the Exchange Act Documents, and (ii) we have no reason to believe that either of the Registration Statements, as of the date it was declared effective by the Commission (including the Exchange Act Documents on file with the Commission on such date), contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading or that the Prospectus, as of the date hereof (including the Exchange Act Documents), includes an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that in each case we express no opinion or belief with respect to the financial statements or other financial or statistical data contained or incorporated by reference in the Registration Statements, the Prospectus or the Exchange Act Documents. We are members of the Bar of the State of New York and we do not express any opinion herein concerning any law other than the law of the State of New York, the Federal law of the United States of America and, to the extent set forth herein, the laws of the State of New Jersey. Insofar as the opinions expressed herein relate to or are dependent upon matters governed by the laws of the State of New Jersey, we have relied upon the opinion of Stryker, Tams & Dill referenced to above. This opinion is rendered to you in connection with the above-described transaction. This opinion may not be relied upon by you for any other purpose, or relied upon by, or furnished to, any other person, firm or corporation, without our prior written consent. Very truly yours, Winthrop, Stimson, Putnam & Roberts Exhibit A MEDIUM-TERM NOTES, SERIES ---- ADMINISTRATIVE PROCEDURES Medium-Term Notes, Series ------- (the "Notes") in the aggregate principal amount of up to $500,000,000 are to be offered on a continuing basis by National Fuel Gas Company (the "Company") through ---------------------------------------- who, as agents (each an "Agent", and, collectively, the "Agents"), have agreed to use their reasonable best efforts to solicit offers to purchase the Notes from the Company. The Agents may also purchase Notes as principal for resale. The Notes are being sold pursuant to a Distribution Agreement between the Company and each of the Agents, dated ----- - --, 199- (the "Distribution Agreement"). The Notes will be issued under an Indenture (the "Indenture"), dated as of October 15, 1974, as amended and supplemented, between the Company and The Bank of New York (formerly Irving Trust Company), as Trustee (the "Trustee"). Two Registration Statements (collectively, the "Registration Statements") with respect to the Notes have been filed with the Securities and Exchange Commission (the "Commission"). The most recent combined prospectus included in the most recently filed Registration Statement ("Prospectus"), as supplemented with respect to the Notes, is herein referred to as the "Prospectus Supplement." The most recent supplement to the Prospectus with respect to the specific terms of the Notes is herein referred to as the "Pricing Supplement." The Notes will be issued in book-entry form and represented by one or more Global Notes (as defined under "Issuance" in Part II below) delivered to the Trustee, as agent for The Depository Trust Company ("DTC"), and recorded in the book-entry system maintained by DTC (a "Book-Entry Note"). A beneficial owner of a Book-Entry Note will not be entitled to receive a certificate representing such a Note except under the limited circumstances described in the Prospectus Supplement. Administrative procedures and specific terms of the offering are explained below. General procedures relating to the issuance of the Book-Entry Notes are set forth in Part I hereof. Additionally, Book-Entry Notes will be issued in accordance with the administrative procedures set forth in Part II hereof. Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Indenture or the Notes, as the case may be. PART I: PROCEDURES OF GENERAL APPLICABILITY Date of Issuance/ Authentication: Each Note will be dated as of the date of its authentication by the Trustee. Each Note shall also bear an original issue date (the "Issue Date"). The Issue Date shall remain the same for all Notes subsequently issued upon transfer, exchange or substitution of an original Note regardless of their dates of authentication. Maturities: Each Note will mature on a date selected by the purchaser and agreed to by the Company that is not less than nine months nor more than forty years from its Issue Date. Registration: Notes will be issued only in fully registered form. Calculation of Interest: Interest on the Notes (including payments for partial periods) will be calculated and paid on the basis of a 360-day year of twelve 30-day months. Preparation of Pricing Supplement: If any offer to purchase a Note is accepted by the Company, the Company, with the approval of the Agent which presented such offer (the "Presenting Agent"), will prepare a Pricing Supplement reflecting the terms of such Note and will arrange to have one copy transmitted via Edgar to the Commission in accordance with Rule 424 under the Securities Act of 1933, as amended (the "Act"), and will supply one copy to the Presenting Agent as soon as possible but in no event later than 11:00 a.m. on the Business Day (as defined below under "Business Day") immediately after the trade date for such Note at the Presenting Agent's address determined in accordance with Section 13 of the Distribution Agreement and, if the Presenting Agent is ------- ------------ --------------------------- ----------, also at: ------------------ ------------ --------------------------- Attention: --------------- Telephone No.: ---------- Telecopier No.: ----------; and, if the Presenting Agent is -------- ---------------------------------------- ----------, also at: ------------------- ---------------------------------------- Attn.: ------------------- Telephone No.: ---------- Telecopier No.: ----------. The Presenting Agent will cause a Prospectus Supplement and Pricing Supplement to be delivered to the purchaser of the Note. In each instance that a Pricing Supplement is prepared, the Agents will affix the Pricing Supplement to the Prospectus Supplement prior to its use. Outdated Pricing Supplements, and the Prospectus Supplement to which they are attached (other than those retained for files) will be destroyed. Settlement: The receipt of immediately available funds by the Company in payment for a Note and the authentication and delivery of such Note shall, with respect to such Note, constitute "settlement." Offers to purchase a Note accepted by the Company will be settled within three Business Days after the trade date or at a time as the purchaser and the Company shall agree, pursuant to the timetable for settlement set forth in Part II hereof under "Settlement Procedures" (such date, the "Settlement Date"). If procedures A and B of the Settlement Procedures with respect to a particular offer are not completed on or before the time set forth under the applicable "Settlement Procedures Timetable," such offer shall not be settled until the Business Day following the completion of settlement procedures A and B or such later date as the purchaser and the Company shall agree. In the event of a purchase of Notes by any Agent as principal, appropriate settlement details will be set forth in the applicable Terms Agreement to be entered into between such Agent and the Company pursuant to the Distribution Agreement. Suspension of Solicitation; Amendment or Supplement: The Company may instruct the Agents to suspend solicitation of purchases at any time for any period of time or permanently. Upon receipt of instructions from the Company the Agents will forthwith suspend solicitation of purchases of the Notes from the Company until such time as the Company has advised the Agents that such solicitation may be resumed. In the event that at the time the solicitation of offers to purchase from the Company is suspended there shall be any orders outstanding that have not been settled, the Company will promptly advise the Agents and the Trustee whether such orders may be settled and whether copies of the Prospectus as theretofore amended and/or supplemented as in effect at the time of the suspension may be delivered in connection with the settlement of such orders. The Company will have the sole responsibility for such decision and for any arrangements that may be made in the event that the Company determines that such orders may not be settled or that copies of such Prospectus may not be so delivered. Delivery of Prospectus: A copy of the most recent Prospectus, Prospectus Supplement and Pricing Supplement must accompany or precede the earliest of (a) the written confirmation of a sale sent to a customer or its agent, (b) the delivery of Notes to a customer or its agent and (c) payment for each Note by its purchaser. Authenticity of Signatures: The Agents will have no obligations or liability to the Company or the Trustee in respect of the authenticity of the signature of any officer, employee or agent of the Company or the Trustee on any Note. Documents Incorporated by Reference: The Company shall supply the Agents with an adequate supply of all documents incorporated by reference in the Registration Statement. Business Day: "Business Day" means any day, other than a Saturday or Sunday, on which banks in The City of New York are not required or authorized by law or regulation to close. PART II: ADMINISTRATIVE PROCEDURES FOR BOOK-ENTRY NOTES In connection with the qualification of the Book-Entry Notes for eligibility in the book-entry system maintained by DTC, the Trustee will perform the custodial, document control and administrative functions described below, in accordance with its respective obligations under a Letter of Representations from the Company and the Trustee to DTC, dated ------- --, 199-, and a Medium-Term Note Certificate Agreement, dated August 17, 1989, as amended between the Trustee and DTC (the "Certificate Agreement"), and its obligations as a participant in DTC, including DTC's Same-Day Funds Settlement System ("SDFS"). Issuance: All Book-Entry Notes having the same Issue Date, interest rate or method, if any, of determining such interest rate, Interest Payment Date (as defined below under "Interest"), redemption provisions, if any, and specified maturity date ("Stated Maturity") (collectively, the "Terms") will be represented initially by a single global security in fully registered form without coupons representing up to $200,000,000 principal amount of such Notes (each, a "Global Note"). Each Global Note will be dated and issued as of the date of its authentication by the Trustee. Each Global Note will bear interest from an Interest Accrual Date, which will be (a) with respect to an original Global Note (or any portion thereof), its Original Interest Accrual Date and (b) with respect to any Global Note (or portion thereof) issued subsequently upon exchange of a Global Note or in lieu of a destroyed, lost or stolen Global Note, the most recent Interest Payment Date to which interest has been paid or duly provided for on the predecessor Global Note or Notes (or if no such payment or provision has been made, the Original Interest Accrual Date of the predecessor Global Note or Notes), regardless of the date of authentication of such subsequently issued Global Note. No Global Note shall represent any Note issued in certificated form. Identification: The Company has arranged with the CUSIP Service Bureau of Standard & Poor's Corporation (the "CUSIP Service Bureau") for the reservation of approximately 900 CUSIP numbers, which have been reserved for future assignment to Global Notes representing the Book-Entry Notes, and the Trustee has delivered to the Company and DTC an initial written list of 900 of such CUSIP numbers. The Company will assign CUSIP numbers to Global Notes as described below under Settlement Procedure B. DTC will notify the CUSIP Service Bureau periodically of the CUSIP numbers that the Company has assigned to Global Notes. The Trustee will notify the Company at any time when fewer than 100 of the reserved CUSIP numbers remain unassigned to Global Notes, and, if it deems necessary, the Company will reserve additional CUSIP numbers for assignment to Global Notes representing Book-Entry Notes. Upon obtaining such additional CUSIP numbers, the Company will deliver a list of such additional numbers to the Trustee and DTC. Registration: Each Global Note will be registered in the name of Cede & Co., as nominee for DTC, on the register maintained by the Trustee under the Indenture. The beneficial owner of a Book-Entry Note (i.e., an owner of a beneficial interest in a Global Note) (or one or more indirect participants in DTC designated by such beneficial owner) will designate one or more participants in DTC (with respect to such Note, the "Participants") to act as agent or agents for such beneficial owner in connection with the book-entry system maintained by DTC, and DTC will record in book-entry form, in accordance with instructions provided by such Participants, a credit balance with respect to such Participants in the account of such Participants. The ownership interest of such beneficial owner in such Note will be recorded through the records of such Participants or through the separate records of such Participants and one or more indirect participants in DTC. Transfers: Transfers of a Global Note will be accomplished by book entries made by DTC and, in turn, by Participants (and in certain cases, one or more indirect participants in DTC) acting on behalf of beneficial transferors and transferees of such Global Note. Consolidations: The Trustee may deliver to DTC's Reorganization Department, Interactive Data Corporation and the CUSIP Service Bureau at any time a written notice specifying (a) the CUSIP numbers of two or more Global Notes Outstanding on such date that represent Global Notes having the same Terms, as the case may be (other than Issue Dates), and for which interest has been paid to the same date; (b) a date, occurring at least 30 days after such written notice is delivered and at least 30 days before the next Interest Payment Date for the related Book-Entry Notes, on which such Global Notes shall be exchanged for a single replacement Global Note; and (c) a new CUSIP number, obtained from the Company, to be assigned to such replacement Global Note. Upon receipt of such a notice, DTC will send to its participants (including the Trustee) a written reorganization notice to the effect that such exchange will occur on such date. Prior to the specified exchange date, the Trustee will deliver to the CUSIP Service Bureau written notice setting forth such exchange date and the new CUSIP number to be assigned and stating that, as of such exchange date, the CUSIP numbers of the Global Notes to be exchanged will no longer be valid. On the specified exchange date, the Trustee will exchange such Global Notes for a single Global Note bearing the new assigned CUSIP number and the CUSIP numbers of the exchanged Global Notes will, in accordance with CUSIP Service Bureau procedures, be canceled and not immediately reassigned. Notwithstanding the foregoing, if the Global Notes to be exchanged exceed $200,000,000 in aggregate principal amount, one replacement Global Note will be authenticated and issued to represent $200,000,000 of principal amount of the exchanged Global Notes and an additional Global Note will be authenticated and issued to represent any remaining principal amount of such Global Notes (see "Denominations" below). Denominations: All Book-Entry Notes will be denominated in U.S. dollars and issued in denominations of $1,000 and any larger denomination which is an integral multiple of $1,000. Global Notes will be denominated in principal amounts not in excess of $200,000,000. If one or more Book-Entry Notes having an aggregate principal amount in excess of $200,000,000 would, but for the preceding sentence, be represented by a single Global Note, then one Global Note will be issued to represent $200,000,000 principal amount of such Book Entry Note or Notes and an additional Global Note will be issued to represent any remaining principal amount of such Book-Entry Note or Notes. In such a case, each of the Global Notes representing such Book-Entry Note or Notes shall be assigned the same CUSIP number. Interest: General. Interest on each Book-Entry Note will accrue from the Original Interest Accrual Date of the Global Note representing such Note. Each payment of interest on a Book-Entry Note will include interest accrued through the day preceding, as the case may be, the Interest Payment Date, or Stated Maturity or date of earlier redemption, if any (Stated Maturity and date of earlier redemption, if any, are referred to herein collectively as "Maturity"). Interest payable at Maturity of a Book-Entry Note will be payable to the Person to whom the principal of such Book Entry Note is payable. DTC will arrange for each pending deposit message described under Settlement Procedure C below to be transmitted to Standard & Poor's Corporation, which will use the information in the message to include certain terms of the related Global Note in the appropriate daily bond report published by Standard & Poor's Corporation. Record Dates. The Record Date with respect to any Interest Payment Date for a Book-Entry Note shall be the fifteenth day of the month preceding such Interest Payment Date. Interest Payments Dates. Interest payments will be made on each Interest Payment Date commencing with the first Interest Payment Date following the Issue Date; provided, however, that the first payment of interest on any Global Note originally issued between a Record Date and an Interest Payment Date will occur on the Interest Payment Date following the next Record Date. Interest payments on a Book-Entry Note will be made semiannually on the first day of such months as shall be specified in respect of such Note by the pro tempore committee of the Company (each an "Interest Payment Date") and at Maturity. The Trustee will take all action necessary so that the Interest Payment Dates, and the Record Dates with respect thereto, for each Book-Entry Note, together with the amount of interest payable on each of such Interest Payment Dates, shall be listed in the appropriate daily bond report published by Standard & Poor's Corporation. Payments of Principal and Interest: Payments of Interest Only. Promptly after each Record Date, the Trustee will deliver to the Company and DTC a written notice specifying by CUSIP number the amount of interest to be paid on each Global Note on the following Interest Payment Date (other than an Interest Payment Date coinciding with Maturity) and the total of such amounts. DTC will confirm the amount payable on each Global Note on such Interest Payment Date by reference to the daily bond reports published by Standard & Poor's Corporation. On such Interest Payment Date, the Company will pay to the Trustee, and the Trustee in turn will pay to DTC, such total amount of interest due (other than at Maturity), at the times and in the manner set forth below under "Manner of Payment." Payments at Maturity. On or about the first Business Day of each month, the Trustee will deliver to the Company and DTC a written list of principal, interest and premium, if any, to be paid on the Maturity of each Global Note in the following month. The Trustee, the Company and DTC will confirm the amounts of such principal, interest and premium, if any, payments with respect to a Global Note on or about the fifth Business Day preceding such Maturity. At such Maturity, the Company will pay to the Trustee, and the Trustee in turn will pay to DTC, the principal amount of such Note, together with interest and premium, if any, due at such Maturity, at the times and in the manner set forth below under "Manner of Payment." If any date of Maturity of a Global Note is not a Business Day, the payment due on such day shall be made on the next succeeding Business Day and no interest shall accrue on such payment for the period from and after such date of Maturity. Promptly after payment to DTC of the principal, interest and premium, if any, due at the Maturity of such Global Note, the Trustee will cancel such Global Note and deliver it to the Company with an appropriate debit advice. On the first Business Day of each month, the Trustee will deliver to the Company a written statement indicating the total principal amount of Outstanding Global Notes as of the immediately preceding Business Day. Manner of Payment. The total amount of any principal, premium, if any, and interest due on Global Notes on any Interest Payment Date or at Maturity shall be paid by the Company to the Trustee in funds available for use by the Trustee as of 9:30 a.m., New York City time, on such date. If an Interest Payment Date falls on any day other than a Business Day, then interest shall be paid on the next succeeding Business Day and such extended time shall not be included in the computation of interest. The Company will make such payment on such Global Notes by instructing the Trustee to withdraw funds from an account maintained by the Company at the Trustee. The Company will confirm such instructions in writing to the Trustee. Prior to 11:00 a.m., New York City time, on such date or as soon as possible thereafter, the Trustee will pay by separate wire transfer (using Fedwire message entry instructions in a form previously specified by DTC) to an account at the Federal Reserve Bank of New York previously specified by DTC, in funds available for immediate use by DTC, each payment of interest, principal and premium, if any, due on a Global Note on such date. Thereafter on such date, DTC will pay, in accordance with its SDFS operating procedures then in effect, such amounts in funds available for immediate use to the respective Participants in whose names such Global Notes are recorded in the book-entry system maintained by DTC. Neither the Company nor the Trustee shall have the responsibility or liability for the payment by DTC of the principal of, or interest on, the Global Notes to such Participants. Withholding Taxes. The amount of any taxes required under applicable law to be withheld from any interest payment on a Book-Entry Note will be determined and withheld by the Participant, indirect participant in DTC or other Person responsible for forwarding payments and materials directly to the beneficial owner of such Note. Acceptance and Rejections of Offers: The Company shall have the sole right to accept offers to purchase Notes from the Company and may reject any such offer in whole or in part. Each Agent shall promptly communicate to the Company, orally or in writing, each reasonable offer to purchase Notes from the Company received by it, other than those rejected by such Agent. Each Agent shall have the right, in its discretion reasonably exercised, without notice to the Company, to reject any offer to purchase Notes in whole or in part, except as limited by the terms of Section 1(c) of the Distribution Agreement. Settlement Procedures: Settlement Procedures with regard to each Book-Entry Note sold by the Presenting Agent, as agent of the Company, will be as follows: A. The Presenting Agent will advise the Company by telephone (confirmed by facsimile if requested) of the following settlement information: 1. Name, address and taxpayer identification number of the purchaser. 2. Principal amount. 3. Interest rate. 4. Price to public. 5. Trade date. 6. Settlement Date (Issue Date). 7. Stated Maturity. 8. Redemption provisions, if any. 9. Net proceeds to the Company. 10. Presenting Agent's commission. B. The pro tempore committee of the Company will approve the terms of such Note and its issuance and sale and select the Interest Payment Dates of such Note. The Company will assign a CUSIP number to the Global Note representing such Note and then advise the Trustee by electronic transmission of the above settlement information received from the Presenting Agent, the Interest Payment Date, such CUSIP number and the name of the Presenting Agent. The Company will transmit by telex or facsimile its written request for the authentication and delivery of such Global Note to the Trustee (the executed original of such request shall be delivered to the Trustee prior to each Settlement Date). C. The Trustee will communicate to DTC through DTC's Participant Terminal System, a pending deposit message specifying the following settlement information: 1. The information set forth in Settlement Procedure A and the Interest Payment Dates. 2. Identification numbers of the participant accounts maintained by DTC on behalf of the Trustee. 3. Initial Interest Payment Date for such Note, number of days by which such date succeeds the related Record Date for DTC purposes and the amount of interest payable on such Interest Payment Date (which amount shall have been confirmed by the Trustee). 4. CUSIP number of the Global Note representing such Note. 5. Whether such Global Note represents any other Book-Entry Notes issued or to be issued. D. The Company will complete and deliver to the Trustee a Global Note representing such Note in a form that has been approved by the Company, the Presenting Agent and the Trustee. E. The Trustee will authenticate the Global Note representing such Note. F. DTC will credit such Note to the participant account of the Trustee maintained by DTC. G. The Trustee will enter an SDFS deliver order through DTC's Participant Terminal System instructing DTC (i) to debit such Note to the Trustee's participant account and credit such Note to the participant account of the Presenting Agent maintained by DTC and (ii) to debit the settlement account of the Presenting Agent and credit the settlement account of the Trustee maintained by DTC, in an amount equal to the price of such Note less the Presenting Agent's commission. Any entry of such a deliver order shall be deemed to constitute a representation and warranty by the Trustee to DTC that (i) the Global Note representing such Note has been issued and authenticated and (ii) the Trustee is holding such Global Note pursuant to the Certificate Agreement. H. The Presenting Agent will enter an SDFS deliver order through DTC's Participant Terminal System instructing DTC (i) to debit such Note to the Presenting Agent's participant account and credit such Note to the participant account of the Participants maintained by DTC and (ii) to debit the settlement accounts of such Participants and credit the settlement account of the Presenting Agent maintained by DTC, in an amount equal to the initial public offering price of such Note. I. Transfers of funds in accordance with SDFS deliver orders described in Settlement Procedures G and H will be settled in accordance with SDFS operating procedures in effect on the Settlement Date. J. The Trustee will credit to an account of the Company maintained at the Trustee funds available for immediate use in the amount transferred to the Trustee in accordance with Settlement Procedure G. K. The Trustee will send a copy of the Global Note by first-class mail to the Company together with a statement setting forth the principal amount of Notes Outstanding as of the related Settlement Date after giving effect to such transaction and all other offers to purchase Notes of which the Company has advised the Trustee but which have not yet been settled. L. The Presenting Agent will confirm the purchase of such Note to the purchaser either by transmitting to the Participant with respect to such Note a confirmation order through DTC's Participant Terminal System or by mailing a written confirmation to such purchaser. Settlement Procedures Timetable: For orders of Book-Entry Notes accepted by the Company, Settlement Procedures "A" through "L" set forth above shall be completed as soon as possible but not later than the respective times (New York City time) set forth below: Settlement Procedure Time A-B 11:00 a.m. on the trade date C No later than 2:00 p.m. on the Business Day before Settlement Date D 3:00 p.m. on the Business Day before Settlement Date E 9:00 a.m. on Settlement Date F 10:00 a.m. on Settlement Date G-H No later than 2:00 p.m. on Settlement Date I-L 4:45 p.m. on Settlement Date If a sale is to be settled more than one Business Day after the trade date, Settlement Procedures A, B and C may, if necessary, be completed at any time prior to the specified times on the first Business Day after such trade date. Settlement Procedure I is subject to extension in accordance with any extension of Fedwire closing deadlines and in the other events specified in the SDFS operating procedures in effect on the Settlement Date. If settlement of a Book-Entry Note is rescheduled or canceled, the Trustee will deliver to DTC, through DTC's Participant Terminal System, a cancellation message to such effect by no later than 2:00 p.m., New York City time, on the Business Day immediately preceding the scheduled Settlement Date. Failure to Settle: If the Trustee fails to enter an SDFS deliver order with respect to a Book-Entry Note pursuant to Settlement Procedure G, the Trustee may deliver to DTC, through DTC's Participant Terminal System, as soon as practicable a withdrawal message instructing DTC to debit such Note to the participant account of the Trustee maintained at DTC. DTC will process the withdrawal message, provided that such participant account contains a principal amount of the Global Note representing such Note that is at least equal to the principal amount to be debited. If withdrawal messages are processed with respect to all the Book-Entry Notes represented by a Global Note, the Trustee will mark such Global Note "canceled," make appropriate entries in its records and send such canceled Global Note to the Company. The CUSIP number assigned to such Global Note shall, in accordance with CUSIP Service Bureau procedures, be canceled and not immediately reassigned. If withdrawal messages are processed with respect to a portion of the Book-Entry Notes represented by a Global Note, but not all, the Trustee will exchange such Global Note for two Global Notes, one of which shall represent the Global Notes for which withdrawal messages are processed and shall be canceled immediately after issuance, and the other of which shall represent the other Book-Entry Notes previously represented by the surrendered Global Note and shall bear the CUSIP number of the surrendered Global Note. If the purchase price for any Book-Entry Note is not timely paid to the Participants with respect to such Note by the beneficial purchaser thereof (or a person, including an indirect participant in DTC, acting on behalf of such purchaser), such Participants and, in turn, the Presenting Agent may enter SDFS deliver orders through DTC's Participant Terminal System reversing the orders entered pursuant to Settlement Procedures G and H, respectively. Thereafter, the Trustee will deliver the withdrawal message and take the related actions described in the preceding paragraph. If such failure shall have occurred for any reason other than default by the Presenting Agent to perform its obligations hereunder or under the Distribution Agreement, the Company will reimburse the Presenting Agent for its loss of the use of funds during the period when the funds were credited to the account of the Company. Notwithstanding the foregoing, upon any failure to settle with respect to a Book-Entry Note, DTC may take any actions in accordance with its SDFS operating procedures then in effect. In the event of a failure to settle with respect to a Book-Entry Note that was to have been represented by a Global Note also representing other Book-Entry Notes, the Trustee will provide, in accordance with Settlement Procedures D and E, for the authentication and issuance of a Global Note representing such remaining Book-Entry Notes and will make appropriate entries in its records. Exhibit B The Company agrees to pay each Agent a commission equal to the following percentage of the aggregate principal amount of Securities sold to purchasers solicited by such Agent. Commission Rate (as a percentage of aggregate principal amount Term of Securities sold) --------- ---------------------------- 9 months to less than 12 months 12 months to less than 18 months 18 months to less than 24 months 2 years to less than 3 years 3 years to less than 4 years 4 years to less than 5 years 5 years to less than 6 years 6 years to less than 7 years 7 years to less than 10 years 10 years to less than 15 years 15 years to less than 20 years 20 years and more Exhibit C Terms Agreement Information The following terms, if applicable, shall be agreed to by the applicable Agent and the Company pursuant to each Terms Agreement: Principal Amount: Interest Rate: Interest Payment Date: Price to Public: If Redeemable: Initial Redemption Date: Initial Redemption Percentage: Annual Redemption Percentage Reduction: Other Redemption Terms: Proceeds to the Company: Date of Maturity: Purchase Price: Settlement Date: Underwriting Discounts and Commissions: Issue Date: Additional Terms: Also, it shall be agreed to by such Agent and the Company pursuant to such Terms Agreement whether the following will be required: Legal Opinions pursuant to Section 7(b) of the Distribution Agreement; Comfort Letter pursuant to Section 7(c) of the Distribution Agreement; and Officer's Certificate pursuant to Section 7(d) of the Distribution Agreement. EX-4 4 EXHIBIT 4(B) FORM OF SUPPLEMENTAL INDENTURE Exhibit 4(b) ----------------------------------------------------------------- NATIONAL FUEL GAS COMPANY TO THE BANK OF NEW YORK (formerly Irving Trust Company) TRUSTEE _______________ _____________ SUPPLEMENTAL INDENTURE Dated as of __________, _____ TO INDENTURE Dated as of October 15, 1974 _______________ [A Series of Debentures designated MEDIUM-TERM NOTES, SERIES ___ due from nine months to 40 years from date of issue] [or] [_____% Debentures, Series due _____] ----------------------------------------------------------------- _____________ SUPPLEMENTAL INDENTURE dated as of ________________, ____, made and entered into by and between NATIONAL FUEL GAS COMPANY, a corporation of the State of New Jersey, with its Post Office address at 10 Lafayette Square, Buffalo, New York 14203 (hereinafter sometimes called the Company), party of the first part, and THE BANK OF NEW YORK (formerly Irving Trust Company), a corporation of the State of New York, whose Post Office address is 101 Barclay Street, New York, New York 10286 (hereinafter sometimes called the Trustee), party of the second part, as Trustee under the Indenture dated as of October 15, 1974 executed and delivered by the Company: WHEREAS the aforesaid Indenture dated as of October 15, 1974 (herein with all indentures supplemental thereto called the Indenture) provides for the issuance of fully registered debentures in one or more series (hereinafter called the Debentures), unlimited in aggregate principal amount; and WHEREAS the Indenture provides that the Company and the Trustee may enter into indentures supplemental thereto for the purpose of setting forth the terms and provisions of each series of Debentures from time to time issued; and WHEREAS the Company has determined to create the ________ series of Debentures, and all things necessary to make this ________ Supplemental Indenture a valid, binding and legal instrument supplemental to the Indenture have been performed and the issuance of said _____ series of Debentures, subject to the terms of the Indenture, has been in all respects duly authorized; NOW, THEREFORE, THIS INDENTURE WITNESSETH: that in order to set forth the terms and provisions of said _____ series of Debentures and in consideration of the premises and of the purchase and acceptance of said Debentures by the Holders thereof, and in consideration of the sum of One Dollar by the Trustee to the Company paid, receipt whereof is hereby acknowledged, the Company hereby agrees and provides, for the equal and proportionate benefit of the respective holders from time to time of the Debentures, as follows: ARTICLE ONE _____ SERIES OF DEBENTURES SECTION 1. There shall be a series of Debentures designated as "_____% Debentures, Series due ________, _____" (herein sometimes referred to as the "_____ Series"), limited to an aggregate principal amount of ________ Dollars ($________) except as otherwise provided in the Indenture. The form of the Debentures of the _____________ Series, which shall be established by Resolution of the Board of Directors, shall contain suitable provisions with respect to the matters hereinafter specified. SECTION 2. The Debentures of the _____ Series shall mature on ________, ________; they shall bear interest at the rate of _____________ per centum (_____%) per annum, payable semi-annually on ________ and ________ of each year; the principal of, and the premium, if any, and the interest on, each said Debenture shall be paid at the office or agency of the Company in the Borough of Manhattan, The City of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for public and private debts; provided, that, at the option of the Company, interest may be payable by check mailed to the address of the person entitled thereto as such address shall appear on the Debenture register or by a federal wire transfer to such person [who at the time of such payment holds in excess of $__________ principal amount of Debentures of the ________ Series] in accordance with written instructions received by the Company from such person. Debentures of the ________ Series authenticated for original issue shall be dated the date of authentication and shall bear interest from ________, ________. Each Debenture of the ________ Series, other than a Debenture authenticated for original issue, shall be dated and bear interest as in Section 2.02 of the Indenture provided. Notwithstanding the foregoing, so long as there is no existing default in the payment of interest on the Debentures, all Debentures of the ________ Series authenticated by the Trustee after the Record Date hereinafter specified for any interest payment date and prior to such interest payment date shall be dated the date of authentication but shall bear interest from such interest payment date, subject to the provisos and exceptions of said Section 2.02, and the person in whose name any Debenture is registered at the close of business on any Record Date with respect to any interest payment date shall be entitled to receive the interest payable on such interest payment date notwithstanding the cancellation of such Debenture upon any transfer or exchange thereof subsequent to such Record Date and on or prior to such interest payment date, subject to the provisos and exceptions of said Section 2.02 and all as provided in said Section 2.02 [, provided that interest payable on the maturity date will be payable to the person to whom the principal of the Debenture shall be payable]. The Record Date for the interest payable ________ on the Debentures of the ________ Series is ________ and the Record Date for the interest payable ________ on the Debentures of the ____________ Series is ________. *SECTION 3. The Debentures of the ________ Series are redeemable at the option of the Company in whole at any time, or in part from time to time, prior to maturity, at the prices set forth in the tabulation below under the heading "Redemption Prices" and expressed in percentages of the principal amount of the Debentures to be redeemed, together, in each case, with accrued interest to the date fixed for redemption, provided that none of the Debentures of the ________ Series shall be redeemed at the Redemption Prices prior to the [first] [fifteenth] day of ________, ________, if such redemption is for the purpose or in anticipation of their refunding through the use, directly or indirectly, of funds borrowed by the Company at an effective interest cost to the Company (calculated in accordance with acceptable financial practice) of less than ________% per annum. If Redeemed If Redeemed During 12 During 12 Months Months Period Redemption Period Redemption Ending Price Ending Price ___________ ____________ ___________ __________ Redemption of Debentures of the _____________ Series shall be made in accordance with the provisions of Sections 5.02, 5.03 and 5.04 of the Indenture. *This Section will be omitted or changed if the Debentures to which this Supplemental Indenture relates shall not be subject to redemption or shall be subject to redemption on terms different from those described herein. **[SECTION 1. There shall be a series of Debentures designated "Medium-Term Notes, Series _____" (herein sometimes referred to as the "_____________ Series"), due from nine months to 40 years from the date of issue, limited to an aggregate principal amount of ________ Dollars ($________) except as otherwise provided in the Indenture. The form of the Debentures of the ________ Series, which shall be established by Resolution of the Board of Directors, shall contain suitable provisions with respect to the matters hereinafter specified. SECTION 2. Each Debenture of the __________________ Series shall mature on such date not less than nine months nor more than 40 years from the date of issue; shall bear interest at such rate or rates (which may be either fixed or variable), payable semi-annually on the first day of such months in each year (each an interest payment date) and at maturity and shall have such other terms and provisions not inconsistent with the Indenture as the Board of Directors may determine in accordance with a Resolution filed with the Trustee referring to this ________ Supplemental Indenture; and the principal of, and the premium, if any, and the interest on, each said Debenture shall be paid at the office or agency of the Company in the Borough of Manhattan, The City of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for public and private debts; provided, that, at the option of the Company, interest may be payable by check mailed to the address of the person entitled thereto as such address shall appear on the Debenture register or by a federal wire transfer to such person [who at the time of such payment holds in excess of $__________ principal amount of Debentures of the ________ Series] in accordance with written instructions received by the Company from such person. Debentures of the _____________ Series of a designated interest rate, interest payment dates and maturity authenticated for original issue shall be dated the date of authentication and shall bear interest from the Original Interest Accrual Date hereinafter specified. Notwithstanding the foregoing, so long as there is no existing default in the payment of interest on the Debentures, all Debentures of the ________ Series authenticated by the Trustee after the Record Date hereinafter specified for any interest payment date and prior to such interest payment date (unless the Issue Date is after such Record Date) shall be dated the date of authentication but shall bear interest from such interest payment date, subject to the provisos and exceptions of Section 2.02 of the Indenture, and the person in whose name any Debenture is registered at the close of business on any Record Date with respect to any interest payment date shall be entitled to receive the interest payable on such interest payment date notwithstanding the cancellation of such Debenture upon any transfer or exchange thereof subsequent to such Record Date and on or prior to such interest payment date, subject to the provisos and exceptions of Section 2.02 and all as provided in Section 2.02, provided that interest payable on the maturity date will be payable to the person to whom the principal of the Debenture shall be payable. If the Issue Date of the Debentures of the _____________ Series of a designated interest rate, interest payment dates and maturity is after such Record Date and prior to the next succeeding interest payment date, such Debentures shall bear interest from the Original Interest Accrual Date but payment of interest shall commence on the second interest payment date succeeding the Issue Date. The Record Date for the interest payable on an interest payment date on the Debentures of the ________ Series is the fifteenth day of the month next preceding such interest payment date. "Original Interest Accrual Date" with respect to Debentures of the ________ Series of a designated interest rate, interest payment dates and maturity shall mean the date of the first authentication of Debentures of such designated interest rate, interest payment dates and maturity unless the Board of Directors shall determine another date from which interest shall accrue in accordance with a Resolution filed with the Trustee referring to this ____ Supplemental Indenture, then such other date for Debentures of such designated interest rate, interest payment dates and maturity. "Issue Date" with respect to Debentures of the _____ Series of a designated interest rate, interest payment dates and maturity shall mean the date of the first authentication of Debentures of such designated interest rate, interest payment dates and maturity. SECTION 3. Each Debenture of the _________________ Series may be redeemable at the option of the Company in whole at any time, or in part from time to time, prior to maturity, as the Board of Directors may determine in accordance with a Resolution filed with the Trustee referring to this ________ Supplemental Indenture. Redemption of any Debentures of the ___________ Series shall be made in accordance with the provisions of Sections 5.02, 5.03 and 5.04 of the Indenture.] **These provisions will be inserted in lieu of Sections 1, 2 and 3 above in any Supplemental Indenture relating to the issuance of Debentures which are designated "Medium-Term Notes, Series____". ARTICLE TWO MISCELLANEOUS PROVISIONS ***[SECTION 4. The holders of Debentures of the ________ Series consent that the Company may, but shall not be obligated to, fix a record date for the purpose of determining the holders of Debentures of the ________ Series entitled to consent to any amendment, supplement or waiver to or under the Indenture. If a record date is fixed, those persons who were holders at such record date (or their duly designated proxies), and only those persons, shall be entitled to consent to such amendment, supplement or waiver or to revoke any consent previously given, whether or not such persons continue to be holders after such record date. No such consent shall be valid or effective for more than 90 days after such record date.] ***This provision may be inserted in any Supplemental Indenture relating to the issuance of Debentures or the Debentures which are designated "Medium-Term Notes, Series___", which will be issued to The Depository Trust Company, and the subsequent sections will be renumbered accordingly. SECTION 4. The recitals of fact contained in this _____________ Supplemental Indenture and in the Debentures of the ________ Series (other than the certificate of authentication) shall be taken as the statements of the Company and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representations as to the validity of this_____________ Supplemental Indenture or of the Debentures of the ________ Series. SECTION 5. The titles of the several Articles of this _____________ Supplemental Indenture shall not be deemed to be any part hereof. SECTION 6. This _____________ Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. IN WITNESS WHEREOF, said NATIONAL FUEL GAS COMPANY has caused this instrument to be executed in its corporate name by its [Title], and its corporate seal to be hereunto affixed and to be attested by its [Title], and said THE BANK OF NEW YORK (formerly Irving Trust Company) has caused this instrument to be executed in its corporate name by one of its [Title] or one of its [Title], and its corporate seal to be hereunto affixed and to be attested by one of its [Title], all as of ________, _____. NATIONAL FUEL GAS COMPANY BY ______________________ [Title] Attest: _____________________ [Title] THE BANK OF NEW YORK BY ______________________ [Title] Attest: _____________________ [Title] STATE OF NEW YORK ) COUNTY OF ) ss: On the ___ day of ________, in the year _____, before me personally came ________________, to me known, who, being by me duly sworn, did depose and say that he resides at _____________, ________, ____; that he is the [Title] of NATIONAL FUEL GAS COMPANY, one of the corporations described in and which executed the foregoing instrument; that he knows the seal of said corporation; that the seal affixed to said instrument bearing the corporate name of said corporation is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation; and that he signed his name thereto by like order. ____________________________ ______________ NOTARY PUBLIC, State of New York (No. ________) Qualified in ___________ County Commission Expires _______ ___, 19__ STATE OF NEW YORK ) COUNTY OF NEW YORK ) ss: On the ___ day of ________, in the year _____, before me personally came ________________, to me known, who, being by me duly sworn, did depose and say that he resides at _____________, ________, ____; that he is a [Title] of THE BANK OF NEW YORK (formerly Irving Trust Company), one of the corporations described in and which executed the foregoing instrument; that he knows the seal of said corporation; that the seal affixed to said instrument bearing the corporate name of said corporation is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation; and that he signed his name thereto by like order. ____________________________ ______________ NOTARY PUBLIC, State of New York (No. _________) Qualified in ___________ County Certificate Filed in ____________ County Commission Expires _______ ___, 19__ EX-4 5 EXHIBIT 4(C) FORMS OF NEW DEBT SECURITIES EXHIBIT 4(C) REGISTERED REGISTERED R__________ $_______ FORM OF NATIONAL FUEL GAS COMPANY __% DEBENTURE, SERIES DUE CUSIP -------- National Fuel Gas Company, a corporation of the State of New Jersey (hereinafter called the Company), for value received, hereby promises to pay to _____ or registered assigns, at the office or agency of the Company in the Borough of Manhattan, The City of New York, Dollars, on , in such coin or currency of the United States of America as at the time of payment is legal tender for public and private debts, and to pay interest thereon from the or next preceding the date of this Debenture to which interest has been paid, at the rate of per centum per annum in like coin or currency at such office or agency on and (hereinafter called "interest payment dates") in each year, until the Company's obligation with respect to the payment of such principal shall have been discharged; provided, however, that (a) if the date hereof is an interest payment date to which interest has been paid, then interest shall be payable only from the date of this Debenture, (b) if the date hereof is prior to, then interest shall be payable only from , and (c) if the date hereof is after any record date, as hereinafter provided, with respect to any interest payment date and prior to such interest payment date, then interest shall be payable only from such interest payment date, unless the Company shall default in the payment of the interest due on such interest payment date, in which case interest shall be payable from the next preceding interest payment date to which interest has been paid, or, if no interest has been paid on the Debentures, from ---------------------. ADDITIONAL PROVISIONS OF THIS DEBENTURE ARE SET FORTH ON THE REVERSE HEREOF AND SUCH PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH AT THIS PLACE. This Debenture shall not become obligatory until THE BANK OF NEW YORK (formerly Irving Trust Company), the Trustee under the Indenture, or its successor thereunder, shall have signed the form of authentication certificate endorsed hereon. IN WITNESS WHEREOF, NATIONAL FUEL GAS COMPANY has caused this instrument to be signed in its corporate name by its Chairman of the Board, President or a Vice- President by his signature or a facsimile thereof, and its corporate seal to be impressed or imprinted hereon and attested by its Secretary or an Assistant Secretary by his signature or a facsimile thereof. Date: NATIONAL FUEL GAS COMPANY Attest: By:--------------------- Secretary: TRUSTEE'S AUTHENTICATION CERTIFICATE This Debenture is one of the Debentures, of the series designated therein, described in the within-mentioned Indenture and Supplemental Indenture. THE BANK OF NEW YORK As Trustee By:----------------------------- Authorized Signatory [FORM OF REVERSE OF DEBENTURE] The interest so payable on any interest payment date will, subject to certain exceptions provided in the Indenture referred to below, be paid to the person in whose name this Debenture is registered at the close of business (whether or not a business day) on the or (herein called "record dates"), as the case may be, next preceding such interest payment date. At the option of the Company, interest may be payable by check mailed to the address of the person entitled thereto as such address shall appear on the register of the Company or by federal wire transfer to such person [who at the time of such payment holds in excess of $_______ principal amount of Debentures] in accordance with written instructions received by the Company from such person. This Debenture is one of a duly authorized issue of Debentures of the Company (herein called the Debentures), of the series hereinafter specified, all issued and to be issued under an Indenture, dated as of October 15, 1974, executed by the Company to THE BANK OF NEW YORK (formerly Irving Trust Company) (herein called the Trustee), to which Indenture and all Indentures supplemental thereto (herein collectively called the Indenture) reference is hereby made for a statement of the rights, duties and immunities of the Trustee, of the covenants of the Company therein contained and of the rights thereunder of the registered owners of the Debentures. The Debentures are issuable in series, which may mature at different times, bear interest at different rates and otherwise vary as in the Indenture provided. This Debenture is one of a series designated as the --% Debentures, Series due ---------limited to the aggregate principal amount of $ issued under the Indenture and described in the Supplemental Indenture thereto dated as of between the Company and the Trustee. The principal hereof may be declared due prior to the maturity date hereinbefore named on the conditions, in the manner and at the time set forth in the Indenture, upon the occurrence of a default as in the Indenture provided. The rights and obligations of the Company and of the holders of Debentures may be changed and modified at the request of the Company by an indenture or indentures supplemental to the Indenture, executed pursuant to the consent in writing of the holders of a least 66 2/3% in principal amount of all Debentures then outstanding, all in the manner and subject to the limitations set forth in the Indenture, provided that no change or modification may be made which would extend the maturity of, or reduce the principal of or the rate of interest on or the premium, if any, payable on redemption of, this Debenture or otherwise modify the terms of payment of principal or interest or premium or reduce the above percentage without the express consent of the holder hereof, and provided, further, that any such change or modification directly affecting the rights of holders of one or more but not all series of Debentures shall require such consent only from holders of at least 66 2/3% in aggregate principal amount of outstanding Debentures of all series so affected. Any consent by the holder of this Debenture to the execution of a supplemental indenture (unless effectively revoked as provided in the Indenture) shall be conclusive and binding upon such holder and upon all future holders and owners of this Debenture, irrespective of whether or not any notation of such consent is made upon this Debenture. This Debenture is transferable as prescribed in the Indenture by the registered owner hereof in person, or by his duly authorized attorney, at the office or agency of the Company in the Borough of Manhattan, The City of New York, upon surrender for cancellation of this Debenture, together with a written instrument of transfer if required by the Company or the Trustee, duly executed by the registered owner, or by his duly authorized attorney, and upon payment of the charges prescribed in the Indenture and, thereupon, a new Debenture for a like principal amount will be issued to the transferee in exchange herefor as provided in the Indenture. Subject to the foregoing provisions as to the person entitled to receive payment of interest hereon, the Company and the Trustee may deem and treat the person in whose name this Debenture is registered as the absolute owner hereof for the purpose of receiving payment and for all other purposes. In the manner and upon payment of the charges prescribed in the Indenture, Debentures, upon surrender thereof at the office or agency of the Company in the Borough of Manhattan, The City of New York, are exchangeable for a like aggregate principal amount of Debentures of authorized denominations of the same series. [The Company shall not be required (i) to register transfers or make exchanges or substitutions of Debentures for a period of fifteen days next preceding any mailing of notice of redemption or (ii) to register transfers or make exchanges or substitutions of Debentures theretofore selected for redemption in whole or in part, except, in the case of any Debenture to be redeemed in part, the portion thereof not so to be redeemed. The Debentures of this series are redeemable at the option of the Company in whole at any time, or in part from time to time, prior to maturity, upon notice (which may be subject to receipt of the redemption moneys by the Trustee prior to the date fixed for redemption) to holders of Debentures mailed not less than 30 nor more than 60 days prior to the date fixed for redemption, at the prices set forth in the tabulation below under the heading "Redemption Price" and expressed in percentages of the principal amount of the Debentures to be redeemed, together, in each case, with accrued interest to the date fixed for redemption, all as more fully provided in the Indenture, provided, that none of the Debentures of this series shall be redeemed at the Redemption Prices prior to the day of, if such redemption is for the purpose or in anticipation of their refunding through the use, directly or indirectly, of funds borrowed by the Company at an effective interest cost to the Company (calculated in accordance with acceptable financial practice) of less than the effective interest cost of the Debentures of this series. If at the time of mailing of any notice of redemption the Trustee shall not have received for the purpose an amount in cash sufficient to redeem all of the Debentures called for redemption, including accrued interest to such date fixed for redemption, such notice shall state that it is subject to the receipt of the redemption moneys by the Trustee prior to the date fixed for redemption, and such notice shall be of no effect unless such moneys are received prior to such date. If Redeemed If Redeemed During 12 Months' Redemption During 12 Months' Redemption Period Ending Price Period Ending Price -------------- ----------- ---------------- ----------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------]* This Debenture shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of such State. No recourse shall be had for the payment of the principal of, or interest on, this Debenture, or any part thereof, or for any claim based hereon or otherwise in respect hereof, or of the indebtedness represented hereby, or upon any obligation, covenant or agreement of the Indenture or any indenture supplemental thereto, against any incorporator, stockholder, officer or director, as such, past, present or future, of the Company or of any predecessor or successor corporation (either directly or through the Company or any predecessor or successor corporation), whether by virtue of any constitutional provision, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all liability, if any, of that character against every such incorporator, stockholder, officer and director being by the acceptance hereof, and as part of the consideration for the issue hereof, expressly waived and released. ----------------- * These provisions shall be modified if the Debentures are not redeemable or are redeemable upon different terms. ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common UNIF GIFT MIN ACT - ---- Custodian _____ TEN ENT - as tenants by the entireties (Cust) (Minor) JT TEN - as joint tenants with right under Uniform Gift to Minors of survivorship and not Act------------------------- as tenants in common (State) Additional abbreviations may also be used though not in the above list. ------------------------- FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and transfer(s) unto Please Insert Social Security or Other Identifying Number of Assignee --------------------------------------------------------------------------- --------------------------------------------------------------------------- Please print or typewrite name and address including postal zip code of assignee --------------------------------------------------------------------------- the within Debenture and all rights thereunder, hereby irrevocably constituting and appointing ----------------------------------------------------------------attorney to transfer said Debenture on the books of the Company, with full power of substitution in the premises. Dated:------------------- ------------------------------- NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within Instrument in every particular, without alteration or enlargement or any change whatever. [GENERAL FORM OF FIXED RATE/REDEEMABLE NOTE] [(See legend at the end of this Debenture for Restrictions on Transfer and Change of Form)] NATIONAL FUEL GAS COMPANY MEDIUM-TERM NOTE, SERIES (being a Series of Debentures) NO.: R-- ISSUE DATE: PRINCIPAL AMOUNT: CUSIP: ORIGINAL INTEREST INTEREST RATE: MATURITY DATE: ACCRUAL DATE: LIMITATION DATE: INITIAL PERCENTAGE: PAR DATE: INITIAL REDEMPTION DATE: REDUCTION PERCENTAGE: INTEREST PAYMENT DATES: The Optional Redemption Price shall initially be the Initial Percentage specified above of the principal amount of this Debenture to be redeemed and, unless otherwise provided in the space below, shall decline by equal amounts at each anniversary of the Initial Redemption Date by the Reduction Percentage specified above of the principal amount to be redeemed, until the Par Date specified above. On and after the Par Date, the Optional Redemption Price shall be 100% of such principal amount. This Debenture shall not be redeemed prior to the Limitation Date specified above, if such redemption is for the purpose or in anticipation of refunding such Debenture through the use, directly or indirectly, of funds borrowed by the Company at an effective interest cost to the Company (computed in accordance with generally accepted financial practice) of less than the effective interest cost of this Debenture. (SEE ATTACHED SCHEDULE A FOR OPTIONAL REDEMPTION PRICES) Additional Redemption Prices, if any: NATIONAL FUEL GAS COMPANY, a corporation of the State of New Jersey (herein called the Company), for value received, hereby promises to pay to or registered assigns, at the office or agency of the Company in the Borough of Manhattan, The City of New York, Dollars, on the Maturity Date specified above, in such coin or currency of the United States of America as at the time of payment is legal tender for public and private debts, and to pay interest thereon at the Interest Rate specified above, semi-annually on the Interest Payment Dates specified above of each year (each an interest payment date) and on the Maturity Date, from the Original Interest Accrual Date specified above or from the most recent interest payment date to which interest has been paid, commencing on the interest payment date next succeeding the Original Interest Accrual Date, in like coin or currency at such office or agency on the interest payment date, in each year, until the Company's obligation with respect to the payment of such principal shall have been discharged, provided, however, that if the date -------- ------- hereof is after a record date specified below with respect to any interest payment date and prior to such interest payment date, then interest shall be payable only from such interest payment date (unless the Issue Date is after such record date). If the Issue Date specified above is after such record date and prior to the next succeeding interest payment date, then payment of interest shall commence on the second interest payment date succeeding the Issue Date, unless the Company shall default in the payment of interest due on such interest payment date, in which case interest shall be payable from the next preceding interest payment date to which interest has been paid, or, if no interest has been paid on the Debentures, from the Original Interest Accrual Date. The interest so payable on any interest payment date will, subject to certain exceptions provided in the Indenture referred to below, be paid to the person in whose name this Debenture is registered at the close of business (whether or not a business day) on the fifteenth day of the month (herein called record dates), as the case may be, next preceding such interest payment date. At the option of the Company, interest may be payable by check mailed to the address of the person entitled thereto as such address shall appear on the register of the Company or by federal wire transfer to such person [who at the time of such payment holds in excess of $________ principal amount of Debentures] in accordance with written instructions received by the Company from such person. This Debenture is one of a duly authorized issue of Debentures of the Company (herein called the Debentures), of the series hereinafter specified, all issued and to be issued under an Indenture dated as of October 15, 1974, executed by the Company to THE BANK OF NEW YORK (formerly Irving Trust Company) (herein called the Trustee), to which Indenture and all indentures supplemental thereto (herein collectively called the Indenture) reference is hereby made for a statement of the rights, duties and immunities of the Trustee, of the covenants of the Company therein contained and of the rights thereunder of the registered owners of the Debentures. The Debentures are issuable in series, which may mature at different times, bear interest at different rates and otherwise vary as in the Indenture provided. This Debenture is one of a series designated Medium-Term Notes, Series , limited to the aggregate principal amount of , issued under the Indenture and described in the Supplemental Indenture thereto dated as of (herein called the Supplemental Indenture) between the Company and the Trustee. The holder of this Debenture hereby consents that the Company may, but shall not be obligated to, fix a record date for the purpose of determining the holders of Debentures of this series entitled to consent to any amendment, supplement or waiver to or under the Indenture. If a record date is fixed, those persons who were holders at such record date (or their duly designated proxies), and only those persons, shall be entitled to consent to such amendment, supplement or waiver or to revoke any consent previously given, whether or not such persons continue to be holders after such record date. No such consent shall be valid or effective for more than 90 days after such record date. The principal hereof may be declared due prior to the Maturity Date hereinbefore named on the conditions, in the manner and at the time set forth in the Indenture, upon the occurrence of a default as in the Indenture provided. With the consent of the Company and to the extent permitted by and as provided in the Indenture, the rights and obligations of the Company and/or the rights of the holders of Debentures and/or the terms and provisions of the Indenture may be modified or altered by such affirmative vote or votes of the holders of Debentures then Outstanding as are specified in the Indenture. Any consent by the holder of this Debenture to the execution of a supplemental indenture (unless effectively revoked as provided in the Indenture) shall be conclusive and binding upon such holder and upon all future holders and owners of this Debenture, irrespective of whether or not any notation of such consent is made upon this Debenture. This Debenture is transferable as prescribed in the Indenture by the registered owner hereof in person, or by his duly authorized attorney, at the office or agency of the Company in the Borough of Manhattan, The City of New York, upon surrender for cancellation of this Debenture, together with a written instrument of transfer if required by the Company or the Trustee, duly executed by the registered owner, or by his duly authorized attorney, and upon payment of the charges prescribed in the Indenture and, thereupon, a new Debenture for a like principal amount and in such authorized denominations with the same Issue Date, Original Interest Accrual Date, Maturity Date, Interest Rate, redemption provisions and interest payment dates as may be requested will be issued to the transferee in exchange herefor as provided in the Indenture. Subject to the foregoing provisions as to the person entitled to receive payment of interest hereon, the Company and the Trustee may deem and treat the person in whose name this Debenture is registered as the absolute owner hereof for the purpose of receiving payment and for all other purposes. In the manner and upon payment of the charges prescribed in the Indenture, Debentures, upon surrender thereof at the office or agency of the Company in the Borough of Manhattan, The City of New York, are exchangeable for a like aggregate principal amount of Debentures of authorized denominations of the same designated interest rate and maturity. The Company shall not be required (i) to register transfers or make exchanges or substitutions of Debentures for a period of fifteen days next preceding any mailing of notice of redemption or (ii) to register transfers or make exchanges or substitutions of Debentures theretofore selected for redemption in whole or in part, except, in the case of any Debenture to be redeemed in part, the portion thereof not so to be redeemed. This Debenture is redeemable at the option of the Company in whole at any time, or in part from time to time, on any date after the Initial Redemption Date specified on the face hereof and prior to the Maturity Date, upon notice (which may be subject to receipt of the redemption moneys by the Trustee prior to date fixed for redemption) to the holder hereof mailed not less than 30 nor more than 60 days prior to the date fixed for redemption, at the Optional Redemption Prices specified on the face hereof, expressed in percentages of the principal amount of this Debenture to be redeemed, together, in each case, with accrued interest to the date fixed for redemption, provided, that redemption of this Debenture prior to the Limitation Date, for the purpose or in anticipation of certain refundings is restricted, all as more fully provided on the face hereof. If at the time of mailing of any notice of redemption the Trustee shall not have received for the purpose an amount in cash sufficient to redeem all of the Debentures called for redemption, including accrued interest to such date fixed for redemption, such notice shall state that it is subject to the receipt of the redemption moneys by the Trustee prior to the date fixed for redemption, and such notice shall be of no effect unless such moneys are received prior to such date. This Debenture shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of such State. No recourse shall be had for the payment of the principal of, or premium, if any, or interest on, this Debenture, or any part thereof, or for any claim based hereon or otherwise in respect hereof, or of the indebtedness represented hereby, or upon any obligation, covenant or agreement of the Indenture or any indenture supplemental thereto, against any incorporator, stockholder, officer or director, as such, past, present or future, of the Company or of any predecessor or successor corporation (either directly or through the Company or any predecessor or successor corporation), whether by virtue of any constitutional provision, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all liability, if any, of that character against every such incorporator, stockholder, officer and director being by the acceptance hereof, and as part of the consideration for the issue hereof, expressly waived and released. This Debenture shall not become obligatory until THE BANK OF NEW YORK, the Trustee under the Indenture, or its successor thereunder, shall have signed the form of authentication certificate endorsed hereon. IN WITNESS WHEREOF, NATIONAL FUEL GAS COMPANY has caused this instrument to be signed in its corporate name by its Chairman of the Board, President or a Vice-President by his signature or a facsimile thereof, and its corporate seal to be impressed or imprinted hereon and attested by its Secretary or an Assistant Secretary by his signature or a facsimile thereof. NATIONAL FUEL GAS COMPANY By ------------------------ Attest: ---------------------------------- TRUSTEE'S AUTHENTICATION CERTIFICATE This Debenture is one of the Debentures, of the series designated therein, described in the within-mentioned Indenture and Supplemental Indenture. Dated: THE BANK OF NEW YORK, as Trustee By ---------------------- Authorized Officer ----------------------------------------- [Unless and until this Debenture is exchanged in whole or in part for certificated Debentures registered in the names of the various beneficial holders hereof as then certified to the Trustee by The Depository Trust Company or its successor (the Depositary), this Debenture may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. Unless this certificate is presented by an authorized representative of the Depositary to the issuer or its agent for registration of transfer, exchange or payment, and any certificate to be issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of the Depositary and any amount payable thereunder is made payable to Cede & Co. or such other name, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein. This Debenture may be exchanged for certificated Debentures registered in the names of the various beneficial owners hereof only if (a) the Depositary is at any time unwilling or unable to continue as depositary and a successor depositary is not appointed by the issuer within 90 days, or (b) the issuer, the Trustee and the Depositary consent to such exchange.] -------------------------------- FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto ----------------------------------------------------------------------- (please insert social security or other identifying number of assignee) ----------------------------------------------------------------- (please print or typewrite name and address of assignee) the within Debenture of NATIONAL FUEL GAS COMPANY and does hereby irrevocably constitute and appoint ----------------------------------------------------------------- as Attorney, to transfer said Debenture on the books of the within- mentioned Company, with full power of substitution in the premises. Dated: -------------------------- ---------------------------------- Notice: The signature to this assignment must correspond with the name as written upon the face of the Debenture in every particular without alteration or enlargement or any change whatsoever. [GENERAL FORM OF FIXED RATE/NON-REDEEMABLE NOTE] [(See legend at the end of this Debenture for Restrictions on Transfer and Change of Form)] NATIONAL FUEL GAS COMPANY MEDIUM-TERM NOTE, SERIES (being a Series of Debentures) NO.: -- ISSUE DATE: PRINCIPAL AMOUNT: CUSIP: ORIGINAL INTEREST INTEREST RATE: MATURITY DATE: ACCRUAL DATE: INTEREST PAYMENT DATES: NATIONAL FUEL GAS COMPANY, a corporation of the State of New Jersey (hereinafter called the Company), for value received, hereby promises to pay to or registered assigns, at the office or agency of the Company in the Borough of Manhattan, The City of New York, Dollars, on the Maturity Date specified above, in such coin or currency of the United States of America as at the time of payment is legal tender for public and private debts, and to pay interest thereon at the Interest Rate specified above, semi-annually on the Interest Payment Dates specified above of each year (each an interest payment date) and on the Maturity Date, from the Original Interest Accrual Date specified above or from the most recent interest payment date to which interest has been paid, commencing on the interest payment date next succeeding the Original Interest Accrual Date, in like coin or currency at such office or agency on the interest payment date, in each year, until the Company's obligation with respect to the payment of such principal shall have been discharged, provided, however, -------- ------- that if the date hereof is after a record date specified below with respect to any interest payment date and prior to such interest payment date, then interest shall be payable only from such interest payment date (unless the Issue Date is after such record date). If the Issue Date specified above is after such record date and prior to the next succeeding interest payment date, then payment of interest shall commence on the second interest payment date succeeding the Issue Date, unless the Company shall default in the payment of interest due on such interest payment date, in which case interest shall be payable from the next preceding interest payment date to which interest has been paid, or, if no interest has been paid on the Debentures, from the Original Interest Accrual Date. The interest so payable on any interest payment date will, subject to certain exceptions provided in the Indenture referred to below, be paid to the person in whose name this Debenture is registered at the close of business (whether or not a business day) on the fifteenth day of the month (herein called record dates), as the case may be, next preceding such interest payment date. At the option of the Company, interest may be payable by check mailed to the address of the person entitled thereto as such address shall appear on the register of the Compnay or by federal wire transfer to such person [who at the time of such payment holds in excess of $_______ principal amount of Debentures] in accordance with written instructions received by the Company from such person. This Debenture is one of a duly authorized issue of Debentures of the Company (herein called the Debentures), of the series hereinafter specified, all issued and to be issued under an Indenture dated as of October 15, 1974, executed by the Company to THE BANK OF NEW YORK (formerly Irving Trust Company) (herein called the Trustee), to which Indenture and all indentures supplemental thereto (herein collectively called the Indenture) reference is hereby made for a statement of the rights, duties and immunities of the Trustee, of the covenants of the Company therein contained and of the rights thereunder of the registered owners of the Debentures. The Debentures are issuable in series, which may mature at different times, bear interest at different rates and otherwise vary as in the Indenture provided. This Debenture is one of a series designated Medium-Term Notes, Series , limited to the aggregate principal amount of , issued under the Indenture and described in the Supplemental Indenture thereto dated as of (herein called the Supplemental Indenture) between the Company and the Trustee. The holder of this Debenture hereby consents that the Company may, but shall not be obligated to, fix a record date for the purpose of determining the holders of Debentures of this series entitled to consent to any amendment, supplement or waiver to or under the Indenture. If a record date is fixed, those persons who were holders at such record date (or their duly designated proxies), and only those persons, shall be entitled to consent to such amendment, supplement or waiver or to revoke any consent previously given, whether or not such persons continue to be holders after such record date. No such consent shall be valid or effective for more than 90 days after such record date. The principal hereof may be declared due prior to the Maturity Date hereinbefore named on the conditions, in the manner and at the time set forth in the Indenture, upon the occurrence of a default as in the Indenture provided. With the consent of the Company and to the extent permitted by and as provided in the Indenture, the rights and obligations of the Company and/or the rights of the holders of Debentures and/or the terms and provisions of the Indenture may be modified or altered by such affirmative vote or votes of the holders of Debentures then Outstanding as are specified in the Indenture. Any consent by the holder of this Debenture to the execution of a supplemental indenture (unless effectively revoked as provided in the Indenture) shall be conclusive and binding upon such holder and upon all future holders and owners of this Debenture, irrespective of whether or not any notation of such consent is made upon this Debenture. This Debenture is transferable as prescribed in the Indenture by the registered owner hereof in person, or by his duly authorized attorney, at the office or agency of the Company in the Borough of Manhattan, The City of New York, upon surrender for cancellation of this Debenture, together with a written instrument of transfer if required by the Company or the Trustee, duly executed by the registered owner, or by his duly authorized attorney, and upon payment of the charges prescribed in the Indenture and, thereupon, a new Debenture for a like principal amount and in such authorized denominations with the same Issue Date, Original Interest Accrual Date, Maturity Date, Interest Rate and interest payment dates as may be requested will be issued to the transferee in exchange herefor as provided in the Indenture. Subject to the foregoing provisions as to the person entitled to receive payment of interest hereon, the Company and the Trustee may deem and treat the person in whose name this Debenture is registered as the absolute owner hereof for the purpose of receiving payment and for all other purposes. This Debenture shall not be redeemable prior to the Maturity Date. In the manner and upon payment of the charges prescribed in the Indenture, Debentures, upon surrender thereof at the office or agency of the Company in the Borough of Manhattan, The City of New York, are exchangeable for a like aggregate principal amount of Debentures of authorized denominations of the same designated interest rate and maturity. This Debenture shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of such State. No recourse shall be had for the payment of the principal of, or premium, if any, or interest on, this Debenture, or any part thereof, or for any claim based hereon or otherwise in respect hereof, or of the indebtedness represented hereby, or upon any obligation, covenant or agreement of the Indenture or any indenture supplemental thereto, against any incorporator, stockholder, officer or director, as such, past, present or future, of the Company or of any predecessor or successor corporation (either directly or through the Company or any predecessor or successor corporation), whether by virtue of any constitutional provision, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all liability, if any, of that character against every such incorporator, stockholder, officer and director being by the acceptance hereof, and as part of the consideration for the issue hereof, expressly waived and released. This Debenture shall not become obligatory until THE BANK OF NEW YORK, the Trustee under the Indenture, or its successor thereunder, shall have signed the form of authentication certificate endorsed hereon. IN WITNESS WHEREOF, NATIONAL FUEL GAS COMPANY has caused this instrument to be signed in its corporate name by its Chairman of the Board, President or a Vice-President by his signature or a facsimile thereof, and its corporate seal to be impressed or imprinted hereon and attested by its Secretary or an Assistant Secretary by his signature or a facsimile thereof. NATIONAL FUEL GAS COMPANY By---------------------------------------- Attest: ------------------------------ TRUSTEE'S AUTHENTICATION CERTIFICATE This Debenture is one of the Debentures, of the series designated therein, described in the within-mentioned Indenture and Supplemental Indenture. Dated: THE BANK OF NEW YORK, as Trustee By------------------------------ Authorized Officer --------------- [Unless and until this Debenture is exchanged in whole or in part for certificated Debentures registered in the names of the various beneficial holders hereof as then certified to the Trustee by The Depository Trust Company or its successor (the Depositary), this Debenture may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. Unless this certificate is presented by an authorized representative of the Depositary to the issuer or its agent for registration of transfer, exchange or payment, and any certificate to be issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of the Depositary and any amount payable thereunder is made payable to Cede & Co. or such other name, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein. This Debenture may be exchanged for certificated Debentures registered in the names of the various beneficial owners hereof only if (a) the Depositary is at any time unwilling or unable to continue as depositary and a successor depositary is not appointed by the issuer within 90 days, or (b) the issuer, the Trustee and the Depositary consent to such exchange.] --------------- FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto ------------------------------------------------------------------ (please insert social security or other identifying number of assignee) ----------------------------------------------------------------- (please print or typewrite name and address of assignee) the within Debenture of NATIONAL FUEL GAS COMPANY and does hereby irrevocably constitute and appoint ----------------------------------------------------------------- as Attorney, to transfer said Debenture on the books of the within- mentioned Company, with full power of substitution in the premises. Dated: -------------------------- ---------------------------------- Notice: The signature to this assignment must correspond with the name as written upon the face of the Debenture in every particular without alteration or enlargement or any change whatsoever. EX-5 6 EXHIBIT 5(A) OPINION OF REID & PRIEST LLP Exhibit 5(a) REID & PRIEST LLP 40 West 57th Street New York, New York 10019 (212) 603-2230 New York, New York May 15, 1996 National Fuel Gas Company 10 Lafayette Square Buffalo, New York 14203 Dear Sirs: In connection with the proposed issuance and sale from time to time by National Fuel Gas Company (the "Company") of one or more series of Debentures (the "New Debentures") and/or Medium Term Notes ("New MTNs") (collectively, the New MTNs and New Debentures are referred to as the "New Debt Securities") aggregating up to $480,000,000 in principal amount, as contemplated by the registration statement on Form S-3 (the "Registration Statement") with respect to such New Debt Securities to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Act"), on or about the date hereof, we advise the Company as follows: All action necessary to make the New Debt Securities valid, legal and binding obligations of the Company will have been taken when: (a) The Securities and Exchange Commission shall have issued pursuant to the Public Utility Holding Company Act of 1935, as amended, an appropriate supplemental order authorizing the issuance of the New Debt Securities; (b) A meeting or meetings of the Company's Board of Directors or a duly authorized committee thereof shall have been held and favorable action taken at such meeting or meetings to approve and authorize (i) the proposed issuance and sale of the New Debt Securities (including the terms and provisions thereof), (ii) substantially the final forms of the proposed Supplemental Indentures (collectively, the "Supplemental Indentures") to the Indenture, dated October 15, 1974, between the Company and The Bank of New York (formerly Irving Trust Company), as heretofore supplemented (as supplemented, the "Indenture") pursuant to which the New Debt Securities are to be issued, and (iii) such other final action as may be necessary to consummate the authorization and the proposed issuance and sale of the New Debt Securities; (c) The Supplemental Indentures and any and all other documents to be used in connection with the proposed issuance and sale of the New Debt Securities shall have been duly executed and delivered and shall have become effective as therein provided; (d) The New Debt Securities shall have been duly executed, authenticated, issued and delivered for the consideration contemplated; and (e) Except to the extent that the proceeds of the New Debt Securities are used to refund outstanding Debentures heretofore issued under the Indenture or Funded Debt, as defined in Section 1.08 of the Indenture, the Company shall have complied with the restrictions on Funded Debt set forth in Section 6.05 of the Indenture. We are members of the New York Bar and do not hold ourselves out as experts on the laws of New Jersey. Accordingly, in rendering this opinion, we have relied, as to all matters governed by the laws of New Jersey, upon the opinion of even date herewith of Stryker, Tams & Dill, New Jersey counsel for the Company, which is being filed as an exhibit to the Registration Statement. We hereby consent to the use of our name in such registration statement and to the use of this opinion as an exhibit thereto. Very truly yours, /s/ REID & PRIEST LLP REID & PRIEST LLP EX-5 7 EXHIBIT 5(B) OPINION OF STRYKER, TAMS & DILL Exhibit 5(b) STRYKER, TAMS & DILL Two Penn Plaza East Newark, New Jersey 07105 May 15, 1996 National Fuel Gas Company 10 Lafayette Square Buffalo, New York 14203 Ladies and Gentlemen: Referring to the proposed issuance and sale by National Fuel Gas Company (the "Company") from time to time of one or more series of debentures (the "New Debentures") and/or Medium-Term Notes ("New MTNs") (collectively, the "New Debt Securities") aggregating up to $480,000,000 in principal amount, as contemplated in the registration statement on Form S-3 (the "Registration Statement") with respect to such New Debt Securities to be filed by the Company with the Securities and Exchange Commission, under the Securities Act of 1933, as amended (the "Act"), on or about the date hereof, we are of the opinion that: 1. The Company is a corporation duly incorporated and validly existing under the laws of the State of New Jersey. 2. All action necessary to make the New Debt Securities legal, valid and binding obligations of the Company will have been taken when: A. The Securities and Exchange Commission shall have issued pursuant to the Public Utility Holding Company Act of 1935, as amended, an appropriate supplemental order authorizing the issuance of the New Debt Securities; B. A meeting or meetings of the Company's Board of Directors or a duly authorized committee thereof shall have been held and favorable action taken at such meeting or meetings to approve and authorize (i) the proposed issuance and sale of the New Debt Securities (including the terms and provisions thereof), (ii) substantially the final forms of the proposed Supplemental Indentures (collectively, the "Supplemental Indentures") to the Indenture, dated October 15, 1974, between the Company and The Bank of New York (formerly, "Irving Trust Company"), as heretofore supplemented (as supplemented, the "Indenture") pursuant to which the New Debt Securities are to be issued, and (iii) such other final action as may be necessary to consummate the authorization and the proposed issuance and sale of the New Debt Securities; C. The Supplemental Indentures and any and all other documents to be used in connection with the proposed issuance and sale of the New Debt Securities shall have been duly executed and delivered and shall have become effective as therein provided; D. The New Debt Securities shall have been duly executed, authenticated, issued and delivered for the consideration contemplated; and E. Except to the extent that the proceeds of the New Debt Securities are used to refund outstanding debentures heretofore issued under the Indenture or other Funded Debt (as defined in Section 1.08 of the Indenture), the Company shall have complied with the restrictions on Funded Debt set forth in section 6.05 of the Indenture. We are members of the New Jersey Bar and do not hold ourselves out as experts on the laws of any other jurisdiction. Accordingly, in rendering this opinion, we have relied, as to all matters governed by the laws of New York, upon the opinion of even date herewith of Reid & Priest LLP, New York counsel for the Company, which is being filed as an exhibit to the Company's Registration Statement. We hereby consent to the use of our name in the Registration Statement and to the use of this opinion as an exhibit thereto. Very truly yours, /s/ STRYKER, TAMS & DILL STRYKER, TAMS & DILL EX-12 8 EXHIBIT 12 COMP. OF RATIO OF EARN. TO FIXED CHRGS EXHIBIT 12 COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (UNAUDITED) Twelve Months Year Ended September 30 Ended ----------------------- 3/31/96 1995 1994 1993 1992 1991 ------- ---- ---- ---- ---- ---- EARNINGS: Income Before Interest Charges(2) $144,621 $128,061 $127,885 $125,742 $118,222 $110,240 Allowance for Borrowed Funds Used in Construction 149 195 209 174 1,088 2,278 Federal Income Tax . . . . 40,748 30,522 36,630 21,148 17,680 (3,929) State Income Tax . . . . . 4,347 4,905 6,309 2,979 3,426 341 Deferred Income Taxes - Net(3). . . 6,256 8,452 4,853 16,919 14,125 26,873 Investment Tax Credit - Net (670) (672) (682) (693) (706) (738) Rentals(1) 5,650 5,422 5,730 5,621 5,857 4,915 ------- ------- ------- ------- ------- ------- 201,101 176,485 180,934 171,890 159,692 139,980 ======= ======= ======= ======= ======= ======= FIXED CHARGES: Interest and Amortization of Premium and Discount on Funded Debt . . . 40,001 40,896 36,699 38,507 39,949 41,916 Interest on Commercial Paper and Short-Term Notes Payable . . 8,541 6,745 5,599 7,465 12,093 11,933 Other Interest(2). 6,128 4,721 3,361 4,727 6,958 9,679 Rentals(1) . 5,650 5,422 5,730 5,621 5,857 4,915 ------- ------- ------- ------- ------- ------- 60,320 57,784 51,389 56,320 64,857 68,443 ======= ======= ======= ======= ======= ======= Ratio of Earnings to Fixed Charges . . 3.33 3.06 3.52 3.05 2.46 2.05 _____________________ Notes: (1) Rentals shown above represent the portion of all rentals (other than delay rentals) deemed representative of the interest factor. (2) The twelve month period ended March 31, 1996, and the fiscal years 1995, 1994, 1993 and 1992 reflect the reclassification of $1,716, $1,716, $1,674, $1,374 and $1,129 respectively, representing the loss on reacquired debt amortized during each period, from Other Interest Charges to Operation Expense. (3) Deferred Income Taxes-Net for fiscal 1994 excludes the cumulative effective of changes in accounting. EX-23 9 EXHIBIT 23(A) CONSENT OF PRICE WATERHOUSE EXHIBIT 23(a) CONSENT OF INDEPENDENT ACCOUNTANTS ---------------------------------- We hereby consent to the incorporation by reference in the Prospectus constituting part of this Registration Statement on Form S-3 of our report dated October 27, 1995 appearing on page 46 of National Fuel Gas Company's Annual Report on Form 10-K for the year ended September 30, 1995. We also consent to the reference to us under the heading "Experts" in such Prospectus. /s/ PRICE WATERHOUSE LLP Buffalo, New York May 15, 1996 EX-23 10 EXHIBIT 23(C) CONSENT OF RALPH E. DAVIS ASSOCIATES Exhibit 23(c) RALPH E. DAVIS ASSOCIATES, INC. Consultants-Petroleum and Natural Gas 3555 Timmons Lane-Suite 1105 Houston, Texas 77027 (713) 622-8955 CONSENT OF ENGINEER ------------------- NATIONAL FUEL GAS COMPANY: We consent to the reference to our firm under the heading "Experts" and to the incorporation by reference of the reproduction of our report dated October 17, 1995, and of the reference to our reserve audit dated October 1, 1995, for use in this Registration Statement on Form S-3 and in the related Prospectus which is a part of such Registration Statement. RALPH E. DAVIS ASSOCIATES, INC. /s/ Allen C. Barron, P.E. -------------------------------- Allen C. Barron, P.E. Vice President Houston, Texas May 15, 1996 EX-25 11 EXHIBIT 25 FORM T-1 Exhibit 25 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _________________ FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) ____________ _________________ THE BANK OF NEW YORK (Exact name of trustee as specified in its charter) New York 13-5160382 (Jurisdiction of incorporation (I.R.S. Employer if not a U.S. national bank) Identification No.) 48 Wall Street, New York, New York 10286 (Address of principal executive offices) (Zip code) _________________ NATIONAL FUEL GAS COMPANY (Exact name of obligor as specified in its charter) New Jersey 13-1086010 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 10 Lafayette Square Buffalo, New York 14203 (Address of principal executive offices) (Zip code) _________________ Debt Securities* (Title of the indenture securities) ------------------ * Specific title(s) to be determined in connection with sale(s) of Debt Securities. ITEM 1. GENERAL INFORMATION.* Furnish the following information as to the Trustee: (a) Name and address of each examining or supervising authority to which it is subject. Superintendent of Banks of the 2 Rector Street, New York, N.Y. State of New York 10006 and Albany, N.Y. 12203 Federal Reserve Bank of New York 33 Liberty Plaza, New York, N.Y. 10045 Federal Deposit Insurance Corporation 550 17th Street, N.W., Washington, D.C. 20429 New York Clearing House New York, N.Y. Association (b) Whether it is authorized to exercise corporate trust powers. Yes. ITEM 2. AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the trustee, describe each such affiliation. None. (See Note on page 2.) ITEM 16. LIST OF EXHIBITS. Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act") and Rule 24 of the Commission's Rules of Practice. 1. - A copy of the Organization Certificate of The Bank of New York (formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33- 6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672 and Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637.) 4. - A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 33-31019.) 6. - The consent of the Trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 33-44051.) 7. - A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority. ----------- *Pursuant to General Instruction B, the Trustee has responded only to Items 1, 2 and 16 of this form since to the best of the knowledge of the Trustee the obligor is not in default under any indenture under which the Trustee is a trustee. NOTE Inasmuch as this Form T-1 is being filed prior to the ascertainment by the Trustee of all facts on which to base a responsive answer to Item 2, the answer to said Item is based on incomplete information. Item 2 may, however, be considered as correct unless amended by an amendment to this Form T-1. SIGNATURE Pursuant to the requirements of the Act, the Trustee, The Bank of New York, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 13th day of May, 1996. THE BANK OF NEW YORK By: /s/ ROBERT F.McINTYRE ---------------------------- Robert F. McIntyre Vice President EXHIBIT 7 (Page 1 of 3) Consolidated Report of Condition of THE BANK OF NEW YORK of 48 Wall Street, New York, N.Y. 10286 And Foreign and Domestic Subsidiaries, a member of the Federal Reserve System, at the close of business December 31, 1995, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act. Dollar Amounts ASSETS in Thousands ------ -------------- Cash and balances due from depository institutions: Noninterest-bearing balances and currency and coin . . . . . . . . . . . . . $ 4,500,312 Interest-bearing balances . . . . . . . . . . . . 643,938 Securities: Held-to-maturity securities . . . . . . . . . . . 806,221 Available-for-sale securities . . . . . . . . . . 2,036,768 Federal funds sold and securities purchased under agreements to resell in domestic offices of the bank: Federal funds sold . . . . . . . . . . . . . . . 4,166,720 Securities purchased under agreements to resell . . . . . . . . . . . . . 50,413 Loans and lease financing receivables: Loans and leases, net of unearned income . . . . . . . . . . . . . . 27,068,535 LESS: Allowance for loan and lease losses . . . . . . . . . . . 520,024 LESS: Allocated transfer risk reserve . . . . . . . . . . . . . . 1,000 Loans and leases, net of unearned income and allowance and reserve . . . . . . . 26,547,511 Assets held in trading accounts . . . . . . . . . . 758,462 Premises and fixed assets (including capitalized leases) . . . . . . . . . . . . . . . 615,330 Other real estate owned . . . . . . . . . . . . . . 63,769 Investments in unconsolidated subsid- iaries and associated companies . . . . . . . . . 223,174 Customers' liability to this bank on acceptances outstanding . . . . . . . . . . . . . 900,795 Intangible assets . . . . . . . . . . . . . . . . . 212,220 Other assets . . . . . . . . . . . . . . . . . . . 1,186,274 --------- Total assets . . . . . . . . . . . . . . . . . . . $42,711,907 =========== EXHIBIT 7 (Page 2 of 3) LIABILITIES ----------- Deposits: In domestic offices . . . . . . . . . . . . . . . $21,248,127 Noninterest-bearing . . . . . . . . . 9,172,079 Interest-bearing . . . . . . . . . . 12,076,048 In foreign offices, Edge and Agreement subsidiaries, and IBFs . . . . . . . . 9,535,088 Noninterest-bearing . . . . . . . . . 64,417 Interest-bearing . . . . . . . . . . 9,470,671 Federal funds purchased and securities sold under agreements to repurchase in domestic offices of the bank and of its Edge and Agreement subsid- iaries, and in IBFs: Federal funds purchased . . . . . . . . . . . . . 2,095,668 Securities sold under agreements to repurchase . . . . . . . . . . . . . . . . . 69,212 Demand notes issued to the U.S. Treasury . . . . . . . . . . . . . . . . . . . . 107,340 Trading liabilities . . . . . . . . . . . . . . . . 615,718 Other borrowed money: With original maturity of one year or less . . . 1,638,744 With original maturity of more than one year . . . . . . . . . . . . . . . . . . . 120,863 Bank's liability on acceptances executed and outstanding . . . . . . . . . . . 909,527 Subordinated notes and debentures . . . . . . . . . 1,047,860 Other liabilities . . . . . . . . . . . . . . . . . 1,836,573 ---------- Total liabilities . . . . . . . . . . . . . . . . . 39,224,720 ---------- EQUITY CAPITAL -------------- Common stock . . . . . . . . . . . . . . . . . . . 942,284 Surplus . . . . . . . . . . . . . . . . . . . . . . 525,666 Undivided profits and capital reserves . . . . . . . . . . . . . . . . . . . . 1,995,316 Net unrealized holding gains (losses) on available-for-sale securities . . . . . . . . 29,668 Cumulative foreign currency translation adjustments . . . . . . . . . . . . . ( 5,747) ----------- Total equity capital . . . . . . . . . . . . . . . 3,487,187 ----------- Total liabilities and equity capital . . . . . . . $42,711,907 =========== EXHIBIT 7 (Page 3 of 3) I, Robert E. Keilman, Senior Vice President and Comptroller of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the Board of Governors of the Federal Reserve System and is true to the best of my knowledge and belief. Robert E. Keilman We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the Board of Governors of the Federal Reserve System and is true and correct. J. Carter Bacot ) Thomas A. Renyi ) Directors Alan R. Griffith ) -----END PRIVACY-ENHANCED MESSAGE-----