NATIONAL FUEL GAS CO
AMENDED AND RESTATED SPLIT DOLLAR INSURANCE
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>AMENDED AND RESTATED SPLIT DOLLAR INSURANCE
<TEXT>

                              AMENDED AND RESTATED

                        SPLIT DOLLAR INSURANCE AGREEMENT

         WHEREAS,  National  Fuel  Gas  Company  (hereinafter,  with  any of its
subsidiaries,  collectively called the "Company"),  in recognition of the highly
valued services of Bernard J. Kennedy (hereinafter called the "Executive"),  the
Executive's  importance  to  the  success  of  the  Company,  and  the  need  of
Executive's family for financial security in the event of Executive's death, has
authorized  the adoption of a split dollar  insurance  agreement  benefiting the
Executive; and

         WHEREAS, pursuant to such authorization,  the Executive and the Company
entered into a certain Split Dollar Death  Benefits  Agreement  dated August 28,
1991, which Agreement has been amended by subsequent  agreements dated April 19,
1993 and March 15, 1994; and

         WHEREAS,  the  Executive  and the  Company  desire to amend in  certain
respects  and to restate in its  entirety  the terms of such Split  Dollar Death
Benefits Agreement, as amended; and

         WHEREAS,   the  Executive  has  agreed  not  to   participate   in  any
noncontributory group term life insurance program while employed by the Company;
and

         WHEREAS, the Company desires to be reimbursed, upon termination of this
Agreement,  for  premiums it advances  to  maintain a life  insurance  policy or
policies for these purposes; and

         WHEREAS,  by an Irrevocable  Trust Agreement dated January 9, 1998, the
Executive  has  established  a trust (the  "Trust") to which the  Executive  has
assigned all of his interests in the insurance  policies  described in Section I
of this Agreement.

NOW THEREFORE,  for mutual consideration,  the receipt and adequacy of which the
Company,  the  Executive  and the  Trust  each  acknowledge,  the  Company,  the
Executive and the Trust agree as follows:


<PAGE>


I.       LIFE INSURANCE

         A. The  Trust  and the  Company  are  currently  the  co-owners  of one
insurance  policy (policy number  3066713)  (hereinafter,  with any  replacement
policy, called the "Co-Owned Policy"), having a total face amount of $2,000,000,
issued by The Guardian Life Insurance Company of America,  of New York, New York
(hereinafter the "Insurer") on the life of the Executive.

         B. The Trust is  currently  the owner of five life  insurance  policies
(policy numbers 3171767,  3181516, 3495552, 3727153 and 3936117), having a total
face  amount  of  $6,283,473  (hereafter,  with any  additional  or  replacement
policies,  called the "Additional Policies"),  issued by the Insurer on the life
of the  Executive.  (The  Co-Owned  Policy and the  Additional  Policies  may be
collectively referred to hereinafter as the "Policies.")

         C. The Company's  ownership of the Co-Owned Policy while this Agreement
is in force shall be equal to the  "Company's  Interest" as defined in Section V
of this  Agreement.  The balance of the  Co-Owned  Policy  shall be owned by the
Trust.  Except as specifically  provided in this Agreement,  the Company and the
Trust may  exercise all rights and  incidents of ownership  only with respect to
their respective ownership interest in the Co-Owned Policy.

         D. The Trust shall be the sole owner of the Additional Policies and may
exercise all rights and  incidents of ownership  with respect to the  Additional
Policies,  except as  specifically  provided  in this  Agreement  and in certain
collateral  assignments of the Additional  Policies to the Company,  executed in
connection with this Agreement (the "Collateral Assignments").

II.      PREMIUMS

         The Company shall  advance each premium due on the Policies  during the
term of this  Agreement  to the  Insurer  on or  before  the  premium  due date,
extended by any grace period.  The Executive or the Trust may elect to reimburse
the Company for all or a portion of any premium due on the Policies. The Company
may elect to offset all or a portion of the premium advances with dividends from
the following  policies  during the year so indicated:  policy numbers  3066713,
3171767,  3181516  and 3495552  beginning  in the year 2002;  and policy  number
3727153 beginning in the year 2003.

III.     BENEFICIARY

         The Trust may from time to time while this  Agreement  is in force,  by
such  written  notice to the Insurer as the Insurer may require,  designate  the
beneficiary or beneficiaries (the "Beneficiary") to receive the policy proceeds,
to the extent provided in Section VI.

IV.      TERMINATION OF AGREEMENT

         A. This  Agreement  shall  terminate  upon the earliest to occur of the
following:

              a) February  15,  2010,  unless the Company and the Trust agree in
                 writing to a later date;

              b) mutual  agreement  of the  Company  and the Trust prior to such
                 date;

              c) the Executive's death.

         B. If the  Executive's  employment  with the Company is terminated  for
Cause, as hereinafter  defined,  or if the Executive engages in Competition,  as
hereinafter defined, with the Company, whether or not the Executive's employment
with the Company has been  terminated,  the Company may terminate this Agreement
by written  notice to the Executive and the Trust.  In the event of  termination
under this  Subsection  B, the  Executive and the Trust shall forfeit all rights
under this  Agreement,  and,  notwithstanding  anything in this  Agreement,  the
Company shall be entitled to any and all interests in the Policies.

V.       REPAYMENT TO THE COMPANY

         Upon  termination  of this  Agreement  during the  Executive's  life as
described in Section IV A(a) and (b), the Company shall be entitled to repayment
of an amount (the "Company's Interest") determined as follows:

         A. With respect to three of the  Additional  Policies  (policy  numbers
3936117,  3171767,  3181516),  the Company shall be entitled to repayment of the
total  premiums  advanced by the Company to maintain such  policies  since their
issuance,  less any amount  reimbursed  to the Company by the  Executive  or the
Trust.

         B. With  respect  to two of the  Additional  Policies  (policy  numbers
3495552 and 3727153), the Company shall be entitled to the entire cash surrender
value of such policies.

         C. With respect to the Co-Owned  Policy  (policy number  3066713),  the
Company shall be entitled to an amount  sufficient to bring the total  repayment
for all policies hereunder to $6,047,000.

If full repayment is not made within 60 days of  termination of this  Agreement,
the Company may,  with respect to the  Additional  Policies,  enforce its rights
under the Collateral Assignments.  Upon receipt of the Company's Interest in any
of the  Additional  Policies,  the Company will promptly  release the Collateral
Assignment thereof. With respect to the Co-Owned Policy (policy number 3066713),
the  Company  shall be  entitled  to an  amount  sufficient  to bring  the total
repayment for all policies hereunder to $6,047,000.

VI.      DEATH BENEFIT AND REPAYMENT TO THE COMPANY WHILE AGREEMENT IS IN FORCE

         A. If this Agreement terminates by reason of the Executive's death, the
proceeds of the Policies shall be paid as follows:

              a) The Company shall receive an amount equal to the total premiums
              paid by the Company to maintain the Policies since their issuance,
              less any amount  reimbursed to the Company by the Executive or the
              Trust.

              b) The Beneficiary shall be paid the sum of $8,000,000 (the "Death
              Benefit").

              c) Any remaining  policy proceeds after  satisfaction of a) and b)
              shall be paid to the Company.

         B. The  Company  shall  notify  the  Insurer of the amount of the Death
Benefit within 30 days of the death of the Executive  while this Agreement is in
force,  and  the  Death  Benefit  shall  be paid to the  Beneficiary  under  the
settlement option elected by the Trust.

VII.     OTHER COMPANY BENEFITS

         The   Executive   shall   have  no   right   to   participate   in  any
non-contributory  group-term life insurance plan  maintained by the Company.  In
other respects,  the benefits provided to the Executive under this Agreement and
the Policies  shall be separate from and in addition to other  benefits that may
be  offered by the  Company to the  Executive,  including  any  non-contributory
accidental death and dismemberment coverage that the Company maintains.

VIII.    POLICY LOANS

         While this  Agreement  is in force,  neither  the Company nor the Trust
shall borrow against or pledge the Policies as security for any debt.

IX.      ASSIGNMENT OF THE POLICIES AND THIS AGREEMENT

         The Policies shall not be assigned,  transferred,  pledged, surrendered
or otherwise encumbered or alienated without the written consent of the Company.
Any  assignee  pursuant to this  Section and any other  successor to the Trust's
interest in the Policies shall be bound by this restriction.

X.       REPLACEMENT OF THE POLICIES

         The  Company  shall have the right to replace the  Policies  with a new
policy or policies, with the consent of the Trust.

XI.      AMENDMENT

         This  Agreement  may be altered,  amended or modified only by a written
agreement signed by the Company and the Trust. This Agreement and any amendments
hereto  shall be binding upon the Company,  the  Executive,  the Trust and their
legal representatives,  successors, beneficiaries and assigns. In the event that
the Company becomes a party to any merger, consolidation or reorganization, this
Agreement  shall remain in full force and effect as an obligation of the Company
or its successors in interest.

XII.     DEFINITION OF TERMS

         A.  "Cause"  means  serious,  willful  misconduct  in  respect  of  the
Executive's  obligations  to the Company that has damaged or is likely to damage
the Company,  including  (without  limitation)  any  endeavor by the  Executive,
directly or indirectly,  to interfere in the business  relations of or otherwise
harm the Company, as the Company shall reasonably determine.

         B.  "Competition"  means any employment,  consulting  contract or other
arrangement,  before or after the termination of the Executive's employment with
the  Company,  with any person or entity  that is then or  becomes  engaged in a
business  enterprise of any sort that is, in any material  respect,  competitive
with the Company,  or any assistance by the Executive to any such  enterprise in
engaging in such competition.

XIII.    NONINTERFERENCE

         The Executive and the Trust covenant that the Executive, the Trust, any
Assignee and the Beneficiary shall not interfere with the Company's rights under
this Agreement or take any voluntary  action that causes the Policies to fail or
lapse,  in whole or in part.  The  Executive,  the Trust,  any  Assignee and the
Beneficiary  will  cooperate  with  Company and the  Insurer in all  respects in
obtaining and maintaining  the Policies and shall, if necessary,  use their best
efforts to provide,  from time to time,  such  evidence of  insurability  as the
Insurer may require.

XIV.     MISCELLANEOUS

         A. If any  part of this  Agreement  or the  application  of any part to
certain  persons  or  circumstances  shall  be  invalid  or  unenforceable,  the
remainder of the Agreement shall continue to be effective.

         B. This  Agreement  shall be construed and regulated  under the laws of
the State of New York.

         C. The  Executive  understands  that the benefits  provided  under this
Agreement will or may result in taxable  income to him and the Company  reserves
the right to implement tax  withholding  respecting  such amounts as and when it
may deem such withholding appropriate.

XV.      ERISA PROVISIONS

         This  Agreement  constitutes  part of a welfare  benefit plan ("Welfare
Plan") and, as such, the following provisions are part of this Agreement and are
intended to meet the requirements of Title I of the Employee  Retirement  Income
Security Act of 1974 ("ERISA"):

                1.       The named fiduciary of the Welfare Plan is the Company.

                2.       The funding  policies under the Welfare Plan are that
                         all  premiums  on the  Policies  be  remitted  to the
                         Insurer by the Company when due. The Executive or the
                         Trust may elect to reimburse the Company for all or a
                         portion of any premium due on the Policies.

                3.       Direct payment by the Insurer is the basis of payment
                         of benefits under this Agreement.

                4.       For claims procedure  purposes with respect to claims
                         asserted under the Welfare Plan, the "Claims Manager"
                         shall be Robert J. Dauer, or such other person as may
                         be designated from time to time by the Company.

                         a.       If for any  reason a claim for  benefits  is
                                  made by a participant under the Welfare Plan
                                  ("Claimant")  and is denied by the  Company,
                                  the  Claims  Manager  shall  deliver  to the
                                  Claimant  a written  explanation  specifying
                                  the reasons for the denial,  the  provisions
                                  on which  such  denial is based,  such other
                                  data as may be pertinent, and the procedures
                                  available to the  Claimant to obtain  review
                                  of  the  claim,  all  written  in  a  manner
                                  calculated to be understood by the Claimant.
                                  For this purpose,

                                  (i)     the claim shall be deemed filed when
                                          presented in writing to the Claims
                                          Manager; and

                                  (ii)    the  Claims  Manager's   explanation
                                          shall be in writing delivered to the
                                          Claimant  within 90 days of the date
                                          the claim is filed.

                         b.       The  Claimant  shall  have 60  days  following
                                  receipt  of the  denial  of the  claim to file
                                  with the Claims Manager a written  request for
                                  review of the  denial.  For such  review,  the
                                  Claimant  or  his or  her  representative  may
                                  submit pertinent  documents and written issues
                                  and comments.

                         c.       The Claims  Manager  shall have  discretion to
                                  decide the issue on review  and shall  furnish
                                  the  Claimant  with  a copy  of  the  decision
                                  within  60 days of  receiving  the  Claimant's
                                  request for review of the claim.  The decision
                                  on  review   shall  be  written  in  a  manner
                                  calculated  to be  understood  by the Claimant
                                  and  shall   specify   the   reasons  for  the
                                  decision,  as well as the  provisions on which
                                  the  decision  is  based.  If a  copy  of  the
                                  decision is not so  furnished  to the Claimant
                                  within such 60 days, the claim shall be deemed
                                  denied on review.


<PAGE>



         IN WITNESS  WHEREOF,  the parties have executed  this  Agreement on the
dates set opposite their respective signatures,  to be effective on the 15th day
of June, 2000.

                                       NATIONAL FUEL GAS COMPANY


July 26, 2000                       By:/s/Philip C. Ackerman
-------------------------------        ------------------------
Date                                   Philip C. Ackerman
                                       President
/s/Paula M. Ciprich
-------------------------------

Witness

                                    EXECUTIVE:

July 21, 2000                       /s/Bernard J. Kennedy
-------------------------------     ------------------------------------------
Date                                Bernard J. Kennedy

/s/Paula M. Ciprich
-------------------------------
Witness

                                    TRUSTEE:

July 31, 2000                       /s/Joseph B. Kennedy
-------------------------------     ------------------------------------------
Date                                Joseph B. Kennedy, as Trustee of the Trust
                                    under the Agreement dated January 9, 1998
/s/Geraldine D. Kennedy
-------------------------------
Witness


</TEXT>
</DOCUMENT>
