To National Fuel Gas Company. The undersigned hereby irrevocably elects to exercise Rights represented by this Right Certificate to purchase the shares of Common Stock issuable upon the exercise of such Rights (or such other securities of the Company or of any other Person which may be issuable upon the exercise of the Rights) and requests that certificates for such shares be issued in the name of: (Please print name and address) (Please insert social security or other taxpayer identifying number) If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: (Please print name and address) (Please insert social security or other taxpayer identifying number) Dated: , Signature Signature Guaranteed: (Signatures must be guaranteed.) EXHIBIT B SUMMARY OF RIGHTS TO PURCHASE COMMON STOCK On March 19, 1996, the Board of Directors (the “Board”) of National Fuel Gas Company (the “Company”) authorized the Company to enter into the Rights Agreement, dated as of June 12, 1996 (the “Original Rights Agreement”), between the Company and Marine Midland Bank, as rights agent. In connection therewith, the Board authorized and declared a dividend distribution of one right (collectively, the “Rights”) for each outstanding share of Common Stock, $1.00 par value, of the Company (the “Common Stock”). Rights were distributed to the holders of record of Common Stock outstanding at the Close of Business on July 31, 1996 (the “Record Date”), the record date established by the Board on June 13, 1996. Each Right entitles the registered holder to purchase from the Company one-half of a share of Common Stock at a price of $75.00 per half share (the “Purchase Price”), being $150.00 per share, subject to adjustment. On September 17, 1998, the Board approved certain amendments to the Original Rights Agreement and authorized the Company to enter into an Amended and Restated Rights Agreement to reflect those amendments. On April 30, 1999, the Company entered into the Amended and Restated Rights Agreement, dated as of April 30, 1999 (the Original Rights Agreement, as amended and restated, being hereinafter referred to as the “Rights Agreement”), with HSBC Bank USA, (formerly known as Marine Midland Bank) as rights agent. Among the amendments made to the Original Rights Agreement are (i) a two-year extension of the term of the Rights Agreement to July 31, 2008, (ii) the qualifica...
To National Fuel Gas Company. The undersigned hereby irrevocably elects to exercise __________ Rights represented by this Right Certificate to purchase the shares of Common Stock issuable upon the exercise of such Rights (or such other securities of the Company or of any other Person which may be issuable upon the exercise of the Rights) and requests that certificates for such shares be issued in the name of: Please insert social security or other taxpayer identifying number ------------------------------------------------------------------------------ (Please print name and address) If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other taxpayer identifying number ------------------------------------------------------------------------------ (Please print name and address) ------------------------------------------------------------------------------ Dated: ___________, ____ --------------------------------- Signature Signature Guaranteed: (Signatures must be guaranteed.) SUMMARY OF RIGHTS TO PURCHASE COMMON STOCK EXHIBIT B On June 13, 1996, the Board of Directors of National Fuel Gas Company (the "Company") declared a dividend distribution of one Right for each outstanding share of Common Stock, $1.00 par value, of the Company (the "Common Stock") to stockholders of record at the close of business on July 31, 1996 (the "Record Date"). The Rights are to be issued pursuant to a shareholder rights plan which was approved by the Board of Directors on March 19, 1996. Each Right entitles the registered holder to purchase from the Company one-half of one share of common Stock at a price of $130 per share (the "Purchase Price"), being $65.00 per half share, subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and Marine Midland Bank, as Rights Agent (the "Rights Agent").
