Common use of To National Fuel Gas Company Clause in Contracts

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 qualification of certain obligations of the Company under the Rights Agreement by reference to any regulatory approvals that may be required in connection therewith, and (iii) in connection with the voting standard required under the Rights Agreement for certain Board actions, the substitution of the affirmative vote of three-fourths of the entire Board for the “Independent Director” vote required under the Original Rights Agreement. On June 7, 2007, the Board approved certain amendments to the Amended and Restated Rights Agreement and authorized the Company to enter into a second Amended and Restated Rights Agreement to reflect those amendments. On June 7, 2007, the Company entered into the second Amended and Restated Rights Agreement, dated as of June 8, 2007 (the Original Rights Agreement, as amended and restated, being hereinafter referred to as the “Rights Agreement”), with HSBC Bank USA, National Association (a national banking association formerly known as Marine Midland Bank and as HSBC Bank USA) as rights agent. Among the amendments made to the Original Rights Agreement are (i) a change in the definition of “Acquiring Person” under the Rights Agreement, (ii) certain changes to the date on which the Rights are distributed to shareholders in the event of a tender or exchange offer, (iii) a change to permit the Company to pay the redemption price in respect of the rights in cash, shares of common stock, or any other form of consideration deemed appropriate by the Board and (iv) changes to effect certain other technical amendments. On September 1, 2007, HSBC Bank USA, National Association, resigned as Rights Agent and the Company substituted The Bank of New York as successor Rights Agent. On July [ ], 2008, the Company and The Bank of New York entered into another Amended and Restated Rights Agreement. Among the amendments made are (i) a ten-year extension of the term of the Rights Agreement to July 31, 2018, (ii) a change in the Purchase Price per full share from $65 to $150, and (iii) an expansion of the definition of the shares “beneficially owned” to include, among other things, certain derivative or synthetic arrangements having characteristics of a long position in the Company’s Common Stock. Currently, the Rights are attached to all Common Stock certificates representing shares presently outstanding and the Rights will be attached to any new Common Stock certificates representing shares hereafter issued.

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 close of Business 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 65 per half share (the “Purchase Price”), being $150.00 32.50 per half 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, 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 qualification of certain obligations of the Company under the Rights Agreement by reference to any regulatory approvals that may be required in connection therewith, and (iii) in connection with the voting standard required under the Rights Agreement for certain Board actions, the substitution of the affirmative vote of three-fourths of the entire Board for the “Independent Director” vote required under the Original Rights Agreement. On June 7, 2007, the Board approved certain amendments to the Amended and Restated Rights Agreement and authorized the Company to enter into a second Amended and Restated Rights Agreement to reflect those amendments. On June 7, 2007, the Company entered into the second Amended and Restated Rights Agreement, dated as of June 8, 2007 (the Original Rights Agreement, as amended and restated, being hereinafter referred to as the “Rights Agreement”), with HSBC Bank USA, National Association (a national banking association formerly known as Marine Midland Bank and as HSBC Bank USA) as rights agent. Among the amendments made to the Original Rights Agreement are (i) a change in the definition of “Acquiring Person” under the Rights Agreement, (ii) certain changes to the date on which the Rights are distributed to shareholders in the event of a tender or exchange offer, (iii) a change to permit the Company to pay the redemption price in respect of the rights in cash, shares of common stock, or any other form of consideration deemed appropriate by the Board and (iv) changes to effect certain other technical amendments. On September 1, 2007, HSBC Bank USA, National Association, resigned as Rights Agent and the Company substituted The Bank of New York as successor Rights Agent. On July [ ], 2008, the Company and The Bank of New York entered into another Amended and Restated Rights Agreement. Among the amendments made are (i) a ten-year extension of the term of the Rights Agreement to July 31, 2018, (ii) a change in the Purchase Price per full share from $65 to $150, and (iii) an expansion of the definition of the shares “beneficially owned” to include, among other things, certain derivative or synthetic arrangements having characteristics of a long position in the Company’s Common Stock. Currently, the Rights are attached to all Common Stock certificates representing shares presently outstanding and the Rights will be attached to any new Common Stock certificates representing shares hereafter issued.

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 close of Business 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 65 per half share (the “Purchase Price”), being $150.00 32.50 per half 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 qualification of certain obligations of the Company under the Rights Agreement by reference to any regulatory approvals that may be required in connection therewith, and (iii) in connection with the voting standard required under the Rights Agreement for certain Board actions, the substitution of the affirmative vote of three-fourths of the entire Board for the “Independent Director” vote required under the Original Rights Agreement. On June 7, 2007, the Board approved certain amendments to the Amended and Restated Rights Agreement and authorized the Company to enter into a second Amended and Restated Rights Agreement to reflect those amendments. On June 7, 2007, the Company entered into the second Amended and Restated Rights Agreement, dated as of June 8, 2007 (the Original Rights Agreement, as amended and restated, being hereinafter referred to as the “Rights Agreement”), with HSBC Bank USA, National Association (a national banking association formerly known as Marine Midland Bank and as HSBC Bank USA) as rights agent. Among the amendments made to the Original Rights Agreement are (i) a change in the definition of “Acquiring Person” under the Rights Agreement, (ii) certain changes to the date on which the Rights are distributed to shareholders in the event of a tender or exchange offer, (iii) a change to permit the Company to pay the redemption price in respect of the rights in cash, shares of common stock, or any other form of consideration deemed appropriate by the Board and (iv) changes to effect certain other technical amendments. On September 1[___], 2007, HSBC Bank USA, National Association, resigned as Rights Agent and the Company substituted subsititued The Bank of New York as successor Rights Agent. On July [ ], 2008, the Company and The Bank of New York entered into another Amended and Restated Rights Agreement. Among the amendments made are (i) a ten-year extension of the term of the Rights Agreement to July 31, 2018, (ii) a change in the Purchase Price per full share from $65 to $150, and (iii) an expansion of the definition of the shares “beneficially owned” to include, among other things, certain derivative or synthetic arrangements having characteristics of a long position in the Company’s Common Stock. Currently, the Rights are attached to all Common Stock certificates representing shares presently outstanding and the Rights will be attached to any new Common Stock certificates representing shares hereafter issued.

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 numbernumber ______________________________________________________________________________ (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 print name and address) (Please insert social security or other taxpayer identifying numbernumber ______________________________________________________________________________ (Please print name and address) ______________________________________________________________________________ Dated: ___________, ____ _________________________________ Signature Signature Guaranteed: (Signatures must be guaranteed.) EXHIBIT B SUMMARY OF RIGHTS TO PURCHASE COMMON STOCK EXHIBIT B 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 close of Business 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 $75.00 130 per half share (the “"Purchase Price”"), being $150.00 65.00 per half 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 qualification of certain obligations of the Company under the Rights Agreement by reference to any regulatory approvals that may be required in connection therewith, and (iii) in connection with the voting standard required under the Rights Agreement for certain Board actions, the substitution of the affirmative vote of three-fourths of the entire Board for the “"Independent Director” " vote required under the Original Rights Agreement. On June 7, 2007, the Board approved certain amendments to the Amended and Restated Rights Agreement and authorized the Company to enter into a second Amended and Restated Rights Agreement to reflect those amendments. On June 7, 2007, the Company entered into the second Amended and Restated Rights Agreement, dated as of June 8, 2007 (the Original Rights Agreement, as amended and restated, being hereinafter referred to as the “Rights Agreement”), with HSBC Bank USA, National Association (a national banking association formerly known as Marine Midland Bank and as HSBC Bank USA) as rights agent. Among the amendments made to the Original Rights Agreement are (i) a change in the definition of “Acquiring Person” under the Rights Agreement, (ii) certain changes to the date on which the Rights are distributed to shareholders in the event of a tender or exchange offer, (iii) a change to permit the Company to pay the redemption price in respect of the rights in cash, shares of common stock, or any other form of consideration deemed appropriate by the Board and (iv) changes to effect certain other technical amendments. On September 1, 2007, HSBC Bank USA, National Association, resigned as Rights Agent and the Company substituted The Bank of New York as successor Rights Agent. On July [ ], 2008, the Company and The Bank of New York entered into another Amended and Restated Rights Agreement. Among the amendments made are (i) a ten-year extension of the term of the Rights Agreement to July 31, 2018, (ii) a change in the Purchase Price per full share from $65 to $150, and (iii) an expansion of the definition of the shares “beneficially owned” to include, among other things, certain derivative or synthetic arrangements having characteristics of a long position in the Company’s Common Stock. Currently, the Rights are attached to all Common Stock certificates representing shares presently outstanding and the Rights will be attached to any new Common Stock certificates representing shares hereafter issued.

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 qualification of certain obligations of the Company under the Rights Agreement by reference to any regulatory approvals that may be required in connection therewith, and (iii) in connection with the voting standard required under the Rights Agreement for certain Board actions, the substitution of the affirmative vote of three-fourths of the entire Board for the “Independent Director” vote required under the Original Rights Agreement. On June 7, 2007, the Board approved certain amendments to the Amended and Restated Rights Agreement and authorized the Company to enter into a second Amended and Restated Rights Agreement to reflect those amendments. On June 7, 2007, the Company entered into the second Amended and Restated Rights Agreement, dated as of June 8, 2007 (the Original Rights Agreement, as amended and restated, being hereinafter referred to as the “Rights Agreement”), with HSBC Bank USA, National Association (a national banking association formerly known as Marine Midland Bank and as HSBC Bank USA) as rights agent. Among the amendments made to the Original Rights Agreement are (i) a change in the definition of “Acquiring Person” under the Rights Agreement, (ii) certain changes to the date on which the Rights are distributed to shareholders in the event of a tender or exchange offer, (iii) a change to permit the Company to pay the redemption price in respect of the rights in cash, shares of common stock, or any other form of consideration deemed appropriate by the Board and (iv) changes to effect certain other technical amendments. On September 1, 2007, HSBC Bank USA, National Association, resigned as Rights Agent and the Company substituted The Bank of New York as successor Rights Agent. On July [ [___], 2008, the Company and The Bank of New York entered into another Amended and Restated Rights Agreement. Among the amendments made are (i) a ten-year extension of the term of the Rights Agreement to July 31, 2018, (ii) a change in the Purchase Price per full share from $65 to $150, and (iii) an expansion of the definition of the shares “beneficially owned” to include, among other things, certain derivative or synthetic arrangements having characteristics of a long position in the Company’s Common Stock. Currently, the Rights are attached to all Common Stock certificates representing shares presently outstanding and the Rights will be attached to any new Common Stock certificates representing shares hereafter issued.

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 numbernumber ------------------------------------------------------------------------------ (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 print name and address) (Please insert social security or other taxpayer identifying numbernumber ------------------------------------------------------------------------------ (Please print name and address) ------------------------------------------------------------------------------ Dated: ___________, ____ --------------------------------- Signature Signature Guaranteed: (Signatures must be guaranteed.) EXHIBIT B SUMMARY OF RIGHTS TO PURCHASE COMMON STOCK EXHIBIT B 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 close of Business 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 $75.00 130 per half share (the “"Purchase Price”"), being $150.00 65.00 per half 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 qualification of certain obligations of the Company under the Rights Agreement by reference to any regulatory approvals that may be required in connection therewith, and (iii) in connection with the voting standard required under the Rights Agreement for certain Board actions, the substitution of the affirmative vote of three-fourths of the entire Board for the “"Independent Director” " vote required under the Original Rights Agreement. On June 7, 2007, the Board approved certain amendments to the Amended and Restated Rights Agreement and authorized the Company to enter into a second Amended and Restated Rights Agreement to reflect those amendments. On June 7, 2007, the Company entered into the second Amended and Restated Rights Agreement, dated as of June 8, 2007 (the Original Rights Agreement, as amended and restated, being hereinafter referred to as the “Rights Agreement”), with HSBC Bank USA, National Association (a national banking association formerly known as Marine Midland Bank and as HSBC Bank USA) as rights agent. Among the amendments made to the Original Rights Agreement are (i) a change in the definition of “Acquiring Person” under the Rights Agreement, (ii) certain changes to the date on which the Rights are distributed to shareholders in the event of a tender or exchange offer, (iii) a change to permit the Company to pay the redemption price in respect of the rights in cash, shares of common stock, or any other form of consideration deemed appropriate by the Board and (iv) changes to effect certain other technical amendments. On September 1, 2007, HSBC Bank USA, National Association, resigned as Rights Agent and the Company substituted The Bank of New York as successor Rights Agent. On July [ ], 2008, the Company and The Bank of New York entered into another Amended and Restated Rights Agreement. Among the amendments made are (i) a ten-year extension of the term of the Rights Agreement to July 31, 2018, (ii) a change in the Purchase Price per full share from $65 to $150, and (iii) an expansion of the definition of the shares “beneficially owned” to include, among other things, certain derivative or synthetic arrangements having characteristics of a long position in the Company’s Common Stock. Currently, the Rights are attached to all Common Stock certificates representing shares presently outstanding and the Rights will be attached to any new Common Stock certificates representing shares hereafter issued.. Distribution Date; Transfer of Rights ------------------------------------- Until the earlier to occur of (i) ten days following the date (the "Shares Acquisition Date") of the public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired, or obtained the right to acquire, beneficial ownership of Common Stock or other voting securities ("Voting Stock") that have 10% or more of the voting power of the outstanding shares of Voting Stock or (ii) ten days following the commencement or announcement of an intention to make a tender offer or exchange offer the consummation of which would result in such person acquiring, or obtaining the right to acquire, beneficial ownership of Voting Stock having 10% or more of the voting power of the outstanding shares of

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 numbernumber ------------------------------------------------------------------------------ (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 print name and address) (Please insert social security or other taxpayer identifying numbernumber ------------------------------------------------------------------------------ (Please print name and address) ------------------------------------------------------------------------------ Dated: ----------------, -------- --------------------------------- Signature Signature Guaranteed: (Signatures must be guaranteed.) EXHIBIT B SUMMARY OF RIGHTS TO PURCHASE COMMON STOCK EXHIBIT B On March 19June 13, 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”) Right for each outstanding share of Common Stock, $1.00 par value, of the Company (the “"Common Stock”). Rights were distributed ") to the holders stockholders of record of Common Stock outstanding at the Close close of Business business on July 31, 1996 (the “"Record Date”"), the record date established . The Rights are to be issued pursuant to a shareholder rights plan which was approved by the Board of Directors on June 13March 19, 1996. Each Right entitles the registered holder to purchase from the Company one-half of a one share of Common common Stock at a price of $75.00 130 per half share (the “"Purchase Price”"), being $150.00 65.00 per half share, subject to adjustment. On September 17, 1998, The description and terms of the Board approved certain amendments to the Original Rights are set forth in a Rights Agreement and authorized (the "Rights Agreement") between 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 qualification of certain obligations of the Company under the Rights Agreement by reference to any regulatory approvals that may be required in connection therewith, and (iii) in connection with the voting standard required under the Rights Agreement for certain Board actions, the substitution of the affirmative vote of three-fourths of the entire Board for the “Independent Director” vote required under the Original Rights Agreement. On June 7, 2007, the Board approved certain amendments to the Amended and Restated Rights Agreement and authorized the Company to enter into a second Amended and Restated Rights Agreement to reflect those amendments. On June 7, 2007, the Company entered into the second Amended and Restated Rights Agreement, dated as of June 8, 2007 (the Original Rights Agreement, as amended and restated, being hereinafter referred to as the “Rights Agreement”), with HSBC Bank USA, National Association (a national banking association formerly known as Marine Midland Bank and as HSBC Bank USA) as rights agent. Among the amendments made to the Original Rights Agreement are (i) a change in the definition of “Acquiring Person” under the Rights Agreement, (ii) certain changes to the date on which the Rights are distributed to shareholders in the event of a tender or exchange offer, (iii) a change to permit the Company to pay the redemption price in respect of the rights in cash, shares of common stock, or any other form of consideration deemed appropriate by the Board and (iv) changes to effect certain other technical amendments. On September 1, 2007, HSBC Bank USA, National Association, resigned as Rights Agent and (the Company substituted The Bank of New York as successor "Rights Agent. On July [ ], 2008, the Company and The Bank of New York entered into another Amended and Restated Rights Agreement. Among the amendments made are (i) a ten-year extension of the term of the Rights Agreement to July 31, 2018, (ii) a change in the Purchase Price per full share from $65 to $150, and (iii) an expansion of the definition of the shares “beneficially owned” to include, among other things, certain derivative or synthetic arrangements having characteristics of a long position in the Company’s Common Stock. Currently, the Rights are attached to all Common Stock certificates representing shares presently outstanding and the Rights will be attached to any new Common Stock certificates representing shares hereafter issued").